NEWELL CO - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended Commission file number
December 31, 1997 1-9608

NEWELL CO.
(Exact name of Registrant as specified in its charter)

DELAWARE 36-3514169
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Newell Center
29 East Stephenson Street
Freeport, Illinois 61032-0943
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (815) 235-4171

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
------------------- ---------------------

Common Stock, $1 par value per share, New York Stock Exchange
and associated Preferred Stock Purchase Chicago Stock Exchange
Rights

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. (X)

There were 159.2 million shares of the Registrant's Common Stock
outstanding as of December 31, 1997. The aggregate market value of
the shares of Common Stock (based upon the closing price on the New
York Stock Exchange on that date) beneficially owned by nonaffiliates
of the Registrant was approximately $6,417.1 million. For purposes of
the foregoing calculation only, which is required by Form 10-K, the
Registrant has included in the shares owned by affiliates those shares
owned by directors and officers of the Registrant, and such inclusion
shall not be construed as an admission that any such person is an
affiliate for any purpose.

Documents Incorporated by Reference

Part III

Portions of the Registrant's Definitive Proxy Statement for its
Annual Meeting of Stockholders to be held May 13, 1998.

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Item 1. Business
- -----------------

"Newell" or the "Company" refers to Newell Co. alone or with its
wholly-owned subsidiaries, as the context requires.

GENERAL
- -------

The Company is a manufacturer and full-service marketer of staple
consumer products sold to high-volume purchasers, including, but not
limited to, discount stores and warehouse clubs, home centers and
hardware stores, and office superstores and contract stationers. The
Company's basic business strategy is to merchandise a multi-product
offering of brand name consumer products, which are concentrated in
product categories with relatively steady demand not dependent on
changes in fashion, technology or season, and to differentiate itself
by emphasizing superior customer service. The Company's multi-product
offering consists of staple consumer products in three major product
groups: Hardware and Home Furnishings, Office Products, and
Housewares. The Company's primary financial goals are to increase
sales and earnings per share an average of 15% per year, to achieve an
annual return on beginning equity of 20% or above, to increase
dividends per share in line with earnings growth and to maintain a
prudent ratio of total debt to total capitalization, net of cash
("leverage"). For the ten years ended December 31, 1997, the
Company's compound annual growth rates for sales and earnings per
share were 15% and 17%, respectively, its average annual return on
beginning equity was 21%, its compound annual growth rate for
dividends per share was 19% and its average leverage is 26%.

The Company's growth strategy emphasizes acquisitions and
internal growth. The Company has grown both domestically and
internationally by acquiring businesses with brand name product lines
and improving the profitability of such businesses through an
integration process called "Newellization." Since 1990, the Company
has completed more than 15 major acquisitions representing more than
$2 billion in additional sales. The Company supplements acquisition
growth with internal growth, principally by introducing new products,
entering new domestic and international markets, adding new customers,
cross-selling existing product lines to current customers and
supporting its U.S.-based customers' international expansion.

Forward-looking statements in this Report are made in reliance
upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements may relate to,
but are not limited to, such matters as sales, income, earnings per
share, return on equity, capital expenditures, dividends, capital
structure, free cash flow, debt to capitalization ratios, internal
growth rates, future economic performance, management's plans, goals
and objectives for future operations and growth or the assumptions
relating to any of the forward-looking information. The Company
cautions that forward-looking statements are not guarantees since
there are inherent difficulties in predicting future results, and that

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actual results could differ materially from those expressed or implied
in the forward-looking statements. Factors that could cause actual
results to differ include, but are not limited to, those matters set
forth in this Report, the documents incorporated by reference herein
and Exhibit 99 to this Report.

PRODUCT GROUPS
- --------------

The Company's three product groups are Hardware and Home Furnishings,
Office Products, and Housewares.

HARDWARE AND HOME FURNISHINGS
-----------------------------

Window Treatments
- -----------------

The Company's window treatments business is conducted by the
Levolor Home Fashions, Newell Window Furnishings and Kirsch Window
Fashions Europe divisions. Levolor Home Fashions and Newell Window
Furnishings primarily design, manufacture or import, package and
distribute drapery hardware, made-to-order and stock horizontal and
vertical blinds, and pleated, cellular and roller shades for the
retail marketplace. Levolor Home Fashions also produces window
treatment components for custom window treatment fabricators. Kirsch
Window Fashions Europe primarily designs, manufactures, packages and
distributes drapery hardware and made-to-order window treatments for

Levolor Home Fashions, Newell Window Furnishings and Kirsch
Window Fashions Europe products are sold primarily under the trade
names of NEWELL{R}, LEVOLOR{R}, LOUVERDRAPE{R}, DEL MAR{R}, KIRSCH{R},
JOANNA{R}, ACRIMO{R} and HOFESA{R}, and the brands SPECTRIM{R}, MAGIC
FIT{R} and RIVIERA{R}.

Levolor Home Fashions and Newell Window Furnishings market their
products directly and through distributors to mass merchants, home
centers, department/specialty stores, hardware distributors, custom
shops and select contract customers, using a network of manufacturers'
representatives, as well as regional account and market-specific sales
managers. Kirsch Window Fashions Europe markets its products to mass
merchants and buying groups using a direct sales force.

Principal U.S. facilities are located in Freeport, Illinois; High
Point, North Carolina and Sturgis, Michigan. Principal foreign
facilities are located in Prescott, Ontario, Canada; Ablis, France;
Milan, Italy; Lisbon, Portugal; Vitoria, Spain; and Malmo, Sweden.

Hardware and Tools
- ------------------

The Company's hardware and tools business is conducted by the
Amerock Cabinet and Window Hardware Systems, Bulldog Fastener, EZ

4

Paintr and BernzOmatic divisions. Amerock Cabinet and Window Hardware
Systems manufacture or import, package and distribute cabinet hardware
for the retail and O.E.M. marketplace and window hardware for window
manufacturers. Bulldog packages and distributes hardware, which
includes bolts, screws and mechanical fasteners. EZ Paintr
manufactures and distributes manual paint applicator products.
BernzOmatic manufactures and distributes propane/oxygen hand torches.

Amerock, Bulldog, EZ Paintr and BernzOmatic products are sold
primarily under the trade names of AMEROCK{R}, ALLISON{R}, BULLDOG{R},
STAR{R}, EZ PAINTR{R} and BERNZOMATIC{R}.

Amerock, Bulldog, EZ Paintr and BernzOmatic market their products
directly and through distributors to mass merchants, home centers,
hardware distributors, cabinet shops and window manufacturers, using a
network of manufacturers' representatives, as well as regional zone
and market-specific sales managers.

Principal facilities are located in Rockford, Illinois; Lowell,
Indiana; Memphis, Tennessee; St. Francis, Wisconsin and Medina, New
York.

Picture Frames
- --------------

The Company's picture frame business is conducted by the
Intercraft/Burnes division. Intercraft/Burnes primarily designs,
manufactures or imports, packages and distributes wood, wood composite
and metal ready-made picture frames, framed art and photo albums.

Intercraft/Burnes ready-made picture frames are sold primarily
under the trade names of INTERCRAFT{R}, DECOREL{R}, BURNES OF
BOSTON{R}, CARR{R}, Rarewoods{R} AND TERRAGRAFICS{R}, while framed art
is sold primarily under the DECOREL{R} trade name and photo albums are
sold primarily under the HOLSON{R} trade name.

Intercraft/Burnes markets its products directly to mass
merchants, warehouse clubs, grocery/drug stores and
department/specialty stores, using a network of manufacturers'
representatives, as well as regional zone and market-specific sales
managers. INTERCRAFT{R}, DECOREL{R} and HOLSON{R} products are sold
to mass merchants, while the remaining brands are sold primarily to
department/specialty stores.

Principal U.S facilities are located in Taylor, Texas;
Statesville, North Carolina; Claremont, New Hampshire; Mundelein,
Illinois; North Smithfield, Rhode Island and Covington, Tennessee.
Principal foreign facilities are located in Mississauga, Ontario,
Canada and Durango, Mexico.

5

Home Storage Products
- ---------------------

The Company's home storage business is conducted by its Lee Rowan
division. Lee Rowan primarily designs, manufactures or imports,
packages and distributes wire storage and laminate products and
ready-to-assemble closet, organization and work shop cabinets.

Lee Rowan products are sold primarily under the trade names of
LEE ROWAN{R} and SYSTEM WORKS{R}.

Lee Rowan markets its products directly to mass merchants,
warehouse clubs, home centers and hardware stores, using a network of
manufacturers' representatives, as well as regional zone and
market-specific sales managers.

Principal facilities are located in Jackson, Missouri; Memphis,
Tennessee; Vista, California and Watford, Ontario, Canada.

OFFICE PRODUCTS
---------------

Markers and Writing Instruments
- -------------------------------

The Company's Markers and Writing Instruments business is
conducted by the Sanford division. Sanford primarily designs,
manufactures or imports, packages and distributes permanent/waterbase
markers, dry erase markers, overhead projector pens, highlighters,
wood-cased pencils, ballpoint pens and inks, and distributes other
writing instruments including roller ball pens and mechanical pencils
for the retail marketplace.

Sanford products are sold primarily under the trade names of
SANFORD{R}, EBERHARD FABER{R} and BEROL{R}, and the brands SHARPIE{R},
UNI-BALL{R} (used under exclusive license from Mitsubishi Pencil Co.
Ltd. and its subsidiaries), EXPO{R}, ZEZE{R}, VIS-A-VIS{R},
EXPRESSO{R} and MONGOL{R}.

Sanford markets its products directly and through distributors to
mass merchants, warehouse clubs, grocery/drug stores, office
superstores, office supply stores, contract stationers, and hardware
distributors, using a network of manufacturers' representatives, as
well as regional direct sales representatives and market-specific
sales managers.

Principal U.S. facilities are located in Bellwood, Illinois and
Lewisburg and Shelbyville, Tennessee. Principal foreign facilities
are located in Tlalnepantla, Mexico; Bogota, Colombia; Maracay,
Venezuela; King's Lynn, United Kingdom and Oakville, Ontario, Canada.

6

Office Storage and Organization Products
- ----------------------------------------

The Company's office storage and organization business is
conducted through its Newell Office Products division. Newell Office
Products primarily designs, manufactures or imports, packages and
distributes desktop accessories, computer accessories, storage
products, card files, chair mats and resin-based office furniture.

Newell Office Products markets its products under the Rolodex{R},
Eldon{R} and Rogers{R} trade names.

Newell Office Products markets its products directly and through
distributors to mass merchants, warehouse clubs, grocery/drug stores,
office superstores, office supply stores and contract stationers,
using a network of manufacturers' representatives, as well as regional
zone and market-specific sales managers.

Principal facilities are located in Moca, Puerto Rico; Maryville,
Tennessee and Madison, Wisconsin.

School Supplies and Stationery
- ------------------------------

The Company's school supplies and stationery business is
conducted through its Stuart Hall division. Stuart Hall primarily
manufactures, packages and distributes its products under the STUART
HALL{R} trade name.

Stuart Hall markets its products directly and through
distributors to mass merchants, warehouse clubs, grocery/drug stores,
office supply stores and contract stationers, using a network of
manufacturers' representatives, as well as regional zone and
market-specific sales managers.

The principal facility is located in Kansas City, Missouri.

HOUSEWARES
----------

Glassware and Plasticware
- -------------------------

The Company's glassware and plasticware business is conducted by
the Anchor Hocking Consumer Glass, Anchor Hocking Specialty Glass,
Newell Plastics and Newell Europe divisions. These divisions
primarily design, manufacture, package and distribute glass and
plastic products. These products include glass ovenware, servingware,
cookware and dinnerware products and plastic microwave cookware and
food storage products. Anchor Hocking also produces foodservice
products, glass lamp parts, lighting components, meter covers and
appliance covers for the foodservice and specialty markets. Newell
Europe also produces glass components for appliance manufacturers and

7

its products are marketed under exclusive license from Corning
Incorporated in Europe, the Middle East and Africa.

Anchor Hocking Consumer and Specialty Glass and Newell Plastics
products are sold primarily under the trade names of ANCHOR HOCKING{R}
and PLASTICS INC.{TM}, and the brand names of OVEN BASICS{R} and
STOWAWAYS{R}. Newell Europe's products are sold primarily under the
brand names of PYREX{R} (used under exclusive license from Corning
Incorporated in Europe, the Middle East and Africa), PYROFLAM{R},
VISIONS{R} and VITRI{R}.

Anchor Hocking Consumer and Newell Plastics market their products
directly to mass merchants, warehouse clubs, grocery/drug stores,
department/specialty stores, hardware distributors and select contract
customers, using a network of manufacturers' representatives, as well
as regional zone and market-specific sales managers. Anchor Specialty
Glass markets its products to manufacturers that supply the mass
merchant and home party channels of trade. Newell Europe markets its
products to mass merchants, industrial manufacturers and buying groups
using a direct sales force and manufacturers' representatives in some
markets.

Principal U.S. facilities are located in Lancaster, Ohio; Monaca,
Pennsylvania and St. Paul and Coon Rapids, Minnesota. Principal
foreign facilities are located in Sunderland, Great Britain; Muhltal,
Germany and Chateauroux, France.

Aluminum Cookware and Bakeware
- ------------------------------

The Company's aluminum cookware and bakeware business is
conducted by the Mirro division. Mirro primarily designs,
manufactures, packages and distributes aluminum cookware and bakeware
for the retail marketplace. Mirro also designs, manufactures,
packages and distributes various specialized aluminum cookware and
bakeware items for the food service industry. It also produces
aluminum contract stampings and components for other manufacturers and
makes aluminum and plastic kitchen tools and utensils. Mirro
manufacturing operations are highly integrated, rolling sheet stock
from aluminum ingot, and producing phenolic handles and knobs at its
own plastics molding facility.

Mirro products are sold primarily under the trade names of
MIRRO{R} and WEAREVER{R}, and the brand names of AIRBAKE{R},
CUSHIONAIRE{R}, CONCENTRIC AIR{R}, CHANNELON{R} and WEAREVER AIR{TM}.

Mirro markets its products directly to mass merchants, warehouse
clubs, grocery/drug stores, department/specialty stores, hardware
distributors, cable TV networks and select contract customers, using a
network of manufacturers' representatives, as well as regional zone
and market-specific sales managers.

Principal facilities are located in Manitowoc and Chilton,
Wisconsin.

8

Hair Accessories and Beauty Organizers
- --------------------------------------

The Company's hair accessory and beauty organizer business is
conducted through its Goody division. Goody primarily designs,
manufactures or imports, packages and distributes hair accessories and
beauty organizers.

Goody products are sold primarily under the trade names GOODY{R},
ACE{R} and WILHOLD{R}.

Goody markets its products directly to mass merchants, warehouse
clubs, grocery/drug stores and department/specialty stores, using a
network of manufacturers' representatives, as well as regional zone
and market-specific sales managers.

Principle facilities are located in Peach Tree City and
Manchester, Georgia.

Export Sales
- ------------

The Company's export sales business, defined as sales of products
made in the U.S. and sold abroad, is conducted through its Newell
International division. For purposes of the table on the following
page, sales attributable to the Newell International division are
allocated to the product group that manufactured the products.

Net Sales By Product Class
- --------------------------

As of September 30, 1997, the Company began to present sales
information for its various product categories in three groups rather
than four groups. The Company's three product groups are Hardware and
Home Furnishings, Office Products, and Housewares. The Company
believes that this presentation is appropriate, because (i) it
organizes its product categories into these groups when making
operating decisions and assessing performance, and (ii) the Company
divisions included in each group sell primarily to the same retail
channel: Hardware and Home Furnishings (home centers and hardware
stores), Office Products (office superstores and contract stationers)
and Housewares (discount stores and warehouse clubs).

9

The following table sets forth the amounts and percentages of the
Company's net sales for the three years ended December 31 (including
sales of acquired companies from the time of acquisition), for the
Company's three product groups and the product categories included
therein:

1997 % of total 1996 % of total 1995 % of total
---- ---------- ---- ---------- ---- -----------
(In millions, except percentages)

Hardware and Home Furnishings:
Window Treatments $ 562.6 18% $ 385.6 13% $ 392.0 16%
Hardware and Tools 392.6 12 383.1 13 364.3 15
Picture Frames 359.4 11 339.8 12 154.0 6
Home Storage Products 170.2 5 190.8 7 186.3 7
Total Hardware and ------- --- ------- -- ------- ---
Home Furnishings 1,484.8 46 1,299.3 45 1,096.6 44

Office Products:
Markers and Writing
Instruments 601.4 19 570.2 20 402.4 16
Office Storage and Organization 209.9 6 85.6 3 81.6 3
School Supplies and Stationery 87.9 3 86.0 3 98.2 4
----- --- ----- --- ----- ---
Total Office Products 899.2 28 741.8 26 582.2 23

Housewares:
Glassware and Plasticware 394.4 12 394.2 14 397.6 16
Cookware and Bakeware 284.3 9 273.4 9 261.9 11
Hair Accessories and
Beauty Organizers 171.6 5 164.1 6 160.1 6
----- --- ----- --- ----- ---
Total Housewares 850.3 26 831.7 29 819.6 33

Newell Consolidated $3,234.3 100% $2,872.8 100% $2,498.4 100%
======== ==== ======== ==== ======== ====

Certain 1996 and 1995 amounts have been reclassified to conform
with the 1997 presentation.

GROWTH STRATEGY
- ---------------

The Company's growth strategy emphasizes acquisitions and
internal growth. The Company has grown both domestically and
internationally by acquiring businesses with brand name product lines
and improving the profitability of such businesses through an
integration process referred to as "Newellization." Since 1990, the
Company has completed more than 15 major acquisitions representing
more than $2 billion in additional sales. The Company supplements
acquisition growth with internal growth, principally by introducing
new products, entering new domestic and international markets, adding
new customers, cross-selling existing product lines to current
customers and supporting its U.S.-based customers' international
expansion.

10

ACQUISITIONS AND INTEGRATION
- ----------------------------

Acquisition Strategy
- -------------------

The Company primarily grows by acquiring businesses and product
lines with a strategic fit with the Company's existing businesses. It
also seeks to acquire product lines with a number one or two position
in the markets in which they compete, a low technology level, a long
product life cycle and the potential to reach the Company's standard
of profitability. In addition to adding entirely new product lines,
the Company uses acquisitions to round out existing businesses and
fill gaps in its product offering, add new customers and distribution
channels, expand shelf space for the Company's products with existing
customers, and improve operational efficiency through shared
resources.

Newellization
- -------------

"Newellization" is the Company's well-established profit
improvement and productivity enhancement process that is applied to
integrate newly acquired product lines. The Newellization process
includes establishing a more focused business strategy, improving
customer service, reducing corporate overhead through centralization
of administrative functions and tightening financial controls. In
integrating acquired businesses, the Company typically centralizes
accounting systems, capital expenditure approval, cash management,
order processing, billing, credit, accounts receivable and data
processing operations. To enhance efficiency, Newellization also
focuses on improving manufacturing processes, eliminating
non-productive lines, reducing inventories, increasing accounts
receivable turnover and trimming excess costs.

Newellization also builds partnerships with customers and
improves sales mix profitability through program merchandising
techniques. The Newellization process usually takes approximately two
to three years to complete.

History of Acquiring and Integrating Businesses
- -----------------------------------------------

The Company's growth from a small manufacturer of drapery
hardware with approximately $15 million in annual sales in 1967 has
largely been the result of the acquisition and integration of more
than 75 businesses and product lines to build a strong multi-product
offering. Set forth below is a list of the Company's major
acquisitions since 1990 along with the approximate amount of aggregate
annual sales for the businesses acquired in the full year prior to
acquisition.

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Major Acquisitions Since 1990
- -----------------------------

Acquired Trade or Annual Sales
Year Brand Name Product Category When Acquired
- ---- ----------------- ---------------- -------------
(in millions)

1997 Rolodex Office Storage and Organization $550
Kirsch Window Treatments
Eldon Office Storage and Organization

1996 Holson and Burnes of Boston Picture Frames $130

1995 Decorel Picture Frames $300
Berol Markers and Writing Instruments

1994 Del Mar and LouverDrape Window Treatments $470
Eberhard Faber (including Markers and Writing Instruments
Uni-Ball
Pyrex Glassware and Plasticware

1993 Goody Hair Accessories $500
Levolor Window Treatments
Lee Rowan Home Storage Products

1992 Sanford (including Markers and Writing Instruments $420
Sharpie and Expo)
Stuart Hall School Supplies and Stationery
Intercraft Picture Frames

1991 Rogers and Keene Office Storage and Organization $ 50

All listed trade and brand names are trademarks, which are registered in the United States Patent and
Trademark Office.
Used under exclusive license from Mitsubishi Pencil Co. Ltd. and its subsidiaries.
Used under exclusive license from Corning Incorporated in Europe, the Middle East and Africa only.
The Company's 1997 acquisitions illustrate its goal of adding businesses with a strategic fit. In
March 1997, the Company purchased the assets of Rolodex, a manufacturer and marketer of office products, including
card files, personal organizers and paper punches. These products supplement the Company's Office Products group,
which manufactures or imports, packages and distributes desktop and computer accessories under the Rogers{R} brand
name (acquired in 1991).
In May 1997, the Company acquired Kirsch, which manufactures and distributes drapery hardware and custom
window coverings in the U. S. and abroad, primarily under the trade names of Kirsch{R}, ACRIMO{R} and HOFESA{R}. The
Company operates the Kirsch business through its Hardware and Home Furnishings group, which manufactures or imports,
packages and distributes mini-blinds, roller shades and drapery hardware.
In June 1997, the Company acquired Eldon, which is a leader in the design, manufacture and supply of computer
and plastic desktop accessories, resin-based office furniture, and storage and organization products. The Company
operates the business as part of its Office Products group (which also includes the Rogers{R} and Rolodex{R} brand
names).

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Internal Growth
- ---------------

The second element of the Company's growth strategy is internal
growth. Once an acquired business has been Newellized, the Company's
strategy is to build profitable sales and contribute to the Company's
internal growth. Avenues for internal growth include introducing new
products, entering new domestic and international markets, adding new
customers, cross-selling existing product lines to current customers
and supporting its U.S.-based customers' international expansion. The
Company's goal is to achieve an internal growth rate of 3-5% per year,
and over the last five years, the Company has achieved an average of
4% annual internal growth. Internal growth is defined by the Company
as growth from its "core businesses," which include continuing
businesses owned more than two years and minor acquisitions. The
Company intends to continue to pursue internal growth opportunities to
complement its acquisition growth.

International
- -------------

The Company is pursuing international opportunities to further
its acquisition and internal growth objectives. The rapid growth of
consumer goods economies and retail structures in several regions
outside the U.S., particularly Mexico, South America and Europe, makes
them attractive to the Company by providing opportunities to acquire
businesses, develop partnerships with new foreign customers and extend
relationships with the Company's domestic customers whose businesses
are growing internationally. The Company's recent acquisitions,
combined with existing sales to foreign customers, increased its sales
outside the U.S. to approximately 17% of total sales in 1997 from
approximately 8% in 1992.

Within the last few years, the Company acquired a number of
businesses with significant foreign sales. The Company's first
significant foreign acquisition was the 1994 acquisition of Corning
Incorporated's European consumer product business, with annual sales
of approximately $130 million. Now known as Newell Europe, the
acquisition included Corning's manufacturing facilities in England,
France and Germany, as well as the trademark rights and product lines
of Pyrex{R} glass cookware used under exclusive license from Corning
Incorporated in Europe, Africa and the Middle East. The 1995
acquisition of Berol, an international manufacturer and marketer of
writing instruments provided annual international sales of more than
$80 million and several foreign manufacturing facilities. The 1997
acquisition of Kirsch added annual international sales of drapery
hardware and window coverings of approximately $150 million and
several European manufacturing facilities.

Additional information regarding acquisitions of businesses is
included in Item 6 and note 2 to the consolidated financial
statements.

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MARKETING AND DISTRIBUTION
- --------------------------

Customer Service
- ----------------

The Company believes that one of the primary ways it
distinguishes itself from its competitors is through customer service.
The Company's ability to provide superior customer service is a result
of its information technology, marketing and merchandising programs
designed to enhance the sales and profitability of its customers and
consistent on-time delivery of its products.

Information Technology
- ----------------------

The Company has become an industry leader in the application of
Electronic Data Interchange ("EDI") technology, an electronic link
between the Company and many of its retail customers, and invests in
advanced computer systems. The Company uses EDI to receive and
transmit purchase orders, invoices and payments. By replacing
paper-based processing with computer-to-computer business
transactions, EDI has cut days off the order/shipping cycle.

Building upon its EDI expertise, the Company has established
"Quick Response" programs with several major customers. These
programs allow the Company to implement customized features such as
vendor-managed inventories in which the Company manages certain or all
aspects of inventory of several product categories at customer
locations. The Company's experience is that its customers benefit
from such programs by increased inventory turnover and reduced
customer waiting periods for out-of-stock product.

On-Time Delivery
- ----------------

A critical element of the Company's customer service is
consistent on-time delivery of products to its customers. Retailers
are pursuing a number of strategies to deliver the highest-quality,
lowest-cost products to their customers. A growing trend among
retailers is to purchase on a "just-in-time" basis in order to reduce
inventory costs and increase returns on investment. As retailers
shorten their lead times for orders, manufacturers need to more
closely anticipate consumer buying patterns. The Company supports its
retail customers' "just-in-time" inventory strategies through
investments in improved forecasting systems, more responsive
manufacturing and distribution capabilities and electronic
communications. The Company manufactures the vast majority of its
products and has extensive experience in high-volume, cost-effective
manufacturing. The high-volume nature of its manufacturing processes
and the relatively consistent demand for its products enables the
Company to ship most products directly from its factories without the
need for independent warehousing and distribution centers. For 1997,

14

approximately 98% of the items ordered by customers were shipped on
time, typically within two to three days of the customer's order.

Marketing and Merchandising
- ---------------------------

The Company's objective is to develop long-term, mutually
beneficial partnerships with its customers and become their supplier
of choice. To achieve this goal, the Company has a value-added
marketing program that offers a family of leading brand name staple
products, tailored sales programs, innovative merchandising support,
in-store services and responsive top management.

The Company's merchandising skills help customers stimulate store
traffic and sales through timely advertising and innovative
promotions. The Company also assists customers in differentiating
their offerings by customizing products and packaging. Through
self-selling packaging and displays that emphasize good-better-best
value relationships, retail customers are encouraged to trade up to
higher-value, best quality products.

Customer service also involves customer contact with top-level
decision makers at the Company's divisions. As part of its
decentralized structure, the Company's division presidents are the
chief marketing officers of their product lines and communicate
directly with customers. This structure permits early recognition of
market trends and timely response to customer problems.

Multi-Product Offering
- ----------------------

The Company's increasingly broad product coverage in multiple
product lines permits it to more effectively meet the needs of its
customers. With families of leading, brand name products and
profitable new products, the Company also can help volume purchasers
sell a more profitable product mix. As a potential single source for
an entire product line, the Company can use program merchandising to
improve product presentation, optimize display space for both sales
and income and encourage impulse buying by retail customers.

Corporate Structure
- -------------------

By decentralizing its manufacturing and marketing efforts while
centralizing key administrative functions, the Company seeks to foster
a responsive entrepreneurial culture. The Company's divisions
concentrate on designing, manufacturing, merchandising, selling and
servicing their products, which facilitates product development and
responsiveness to customers. Administrative functions that are
centralized at the corporate level include cash management, accounting
systems, capital expenditure approvals, order processing, billing,
credit, accounts receivable, data processing operations and legal
functions. Centralization concentrates technical expertise in one

15

location, making it easier to observe overall business trends and
manage the Company's businesses.

BACKLOG
- -------

The dollar value of unshipped factory orders is not material.

SEASONAL VARIATIONS
- -------------------

The Company's product groups are only moderately affected by
seasonal trends. Hardware and Home Furnishings products have higher
sales in the second and third quarters due to an increased level of
do-it-yourself projects completed in the summer months; Office
Products have higher sales in the second and third quarters due to the
back-to-school season; and Housewares products typically have higher
sales in the second half of the year due to retail stocking related to
the holiday season. Because these seasonal trends are moderate, the
Company's consolidated quarterly sales do not fluctuate significantly,
unless a significant acquisition is made.

FOREIGN OPERATIONS
- ------------------

Information regarding the Company's 1997, 1996 and 1995 foreign
operations is included in note 14 to the consolidated financial
statements and is hereby incorporated by reference.

RAW MATERIALS
- -------------

The Company has multiple foreign and domestic sources of supply
for substantially all of its material requirements. The raw materials
and various purchased components required for its products have
generally been available in sufficient quantities.

PATENTS AND TRADEMARKS
- ----------------------

The Company has many patents, trademarks and trade names, none of
which is considered material to the consolidated operations.

COMPETITION
- -----------

The rapid growth of high-volume retailers, such as discount
stores and warehouse clubs, home centers and hardware stores, and
office superstores and contract stationers, together with changes in
consumer shopping patterns, have contributed to a significant
consolidation of the U.S. retail industry and the formation of
dominant multi-category retailers. Other trends among retailers are
to require manufacturers to maintain or reduce product prices or
deliver products with shorter lead times, or for the retailer to

16

import generic products directly from foreign sources. The
combination of these market influences creates a highly competitive
environment in which the Company's principal customers continuously
evaluate which product suppliers to use, resulting in pricing
pressures and the need for ongoing improvements in customer service.

For more than 30 years, the Company has positioned itself to
respond to the challenges of this retail environment by developing
strong relationships with large, high-volume purchasers. The Company
markets its strong multi-product offering through virtually every
category of high-volume retailer, including discount, drug, grocery
and variety chains, warehouse clubs, department, hardware and
specialty stores, home centers, office superstores, contract
stationers and military exchanges. The Company's largest customer,
Wal-Mart, accounted for approximately 15% of net sales in 1997. Other
top ten customers included Kmart, The Home Depot, The Office Depot,
Target, JC Penney, Sam's Club, United Stationers, Hechinger and Office
Max.

The Company's other principal methods of meeting its competitive
challenges are high brand name recognition, superior customer service
(including industry leading information technology, innovative
"good-better-best" marketing and merchandising programs), consistent
on-time delivery, decentralized manufacturing and marketing,
centralized administration, and experienced management.

ENVIRONMENT
- -----------

Information regarding the Company's environmental matters is
included in the Management's Discussion and Analysis section of this
report and in note 15 to the consolidated financial statements and is
hereby incorporated by reference.

EMPLOYEES
- ---------

The Company has approximately 24,600 employees, of whom
approximately 6,400 are covered by collective bargaining agreements.

17

Item 2. Properties
- -------------------

The following table shows the location and general character of
the principal operating facilities owned or leased by the Company.
The executive offices are located in Beloit, Wisconsin, which is an
owned facility occupying approximately 9,000 square feet. Other
Corporate offices are located in Illinois in owned facilities at
Freeport (occupying 73,000 square feet) and Rockford (occupying 7,000
square feet). Most of the idle facilities, which are excluded from
the following list, are subleased while being held pending sale or
lease expiration. The Company considers its properties to be in
generally good condition and well-maintained, and are generally
suitable and adequate to carry on the Company's business. The
properties are used for manufacturing ("M"), distribution ("D") and
administrative offices ("A").

Owned or
Exp. Date General
Location City if Leased Character
- -------- ---- --------- ---------
UNITED STATES
Arizona Phoenix 09/04 M & D

California Irvine Owned M & D
Vista 06/03 M & D
Westminster 09/02 M
Westminster 05/99 M

Connecticut Beacon Falls Owned M

Georgia Athens Owned M
Columbus Owned D
Manchester Owned M
Peachtree City Owned A

Illinois Bellwood Owned M & A
Bellwood 11/99 M, D & A
Freeport 10/05 D
Freeport Owned A
Freeport Owned M, D & A
Mundelein 09/98 M & A
Rockford Owned M, D & A
Rockford Owned A
South Holland 01/02 M
Waukegan 07/98 D

Indiana Lowell Owned M, D & A
Middlebury Owned M

Michigan Sturgis Owned M, D & A

18

Owned or
Exp. Date General
Location City if Leased Character
- -------- ---- --------- ---------
Minnesota Coon Rapids Owned M
Eagan 01/99 D
St. Paul Owned M & A

Missouri Fenton 11/99 A
Fenton 11/99 D
Jackson Owned M, D & A
Kansas City 12/05 M, D & A

Nebraska Omaha 09/98 D

New Hampshire Claremont Owned M & D
Claremont 10/00 D

New Jersey Rockaway 03/02 M

New York Medina Owned M, D & A
Ogdensburg Owned M & A

North Carolina High Point Owned M
Statesville Owned M & D
Statesville 05/98 D

Ohio Bremen Owned M
Lancaster M-T-M M
Lancaster Owned M, D & A

Pennsylvania Ambridge M-T-M D
Elysburg M-T-M D
Monaca Owned M & A
Monaca 10/03 D
Shamokin Owned M & D
Wampum M-T-M D

Puerto Rico Carolina 06/98 D & A
Moca 04/02 M & A

Rhode Island North Smithfield 05/00 A

Tennessee Covington Owned M & D
Johnson City 12/98 D
Johnson City Owned M
Lewisburg Owned M, D & A
Maryville Owned M, D & A
Memphis 12/02 M & D
Shelbyville Owned M, D & A

Texas Taylor Owned M, D & A
Waco Owned M

19

Owned or
Exp. Date General
Location City if Leased Character
- -------- ---- --------- ---------
Utah Ogden Owned M
Salt Lake City 04/98 M

Wisconsin Beloit Owned A
Chilton Owned M
Madison 01/99 D
Madison M-T-M D
Madison Owned M, D & A
Manitowoc 04/99 D
Manitowoc Owned M, D & A
St. Francis Owned M, D & A

CANADA
Alberta Calgary 07/01 M

Ontario Mississauga Owned M & D
Oakville 10/99 D
Pickering 03/07 D
Prescott 12/99 M, D & A
Prescott Owned M & D
Richmond Hills 10/00 A
Toronto 08/00 M & A
Watford 01/04 M, D & A
Weston M-T-M A
EUROPE
Belgium Zellick 08/98 D & A

France Ablis 02/06 D
Avon 11/99 A
Chateauroux Owned M, D & A
Mitry Mory 03/01 D & A

Germany Hamburg 05/99 A
Muhltal Owned M, D & A

Italy Milan 12/01 A
Milan 06/98 D & A
Milan 04/99 D

Portugal Lisbon M-T-M D
Oporto Owned D

Spain Barcelona Owned D
Madrid 01/99 A
Madrid Owned D
Malaga Owned D
Tenerife M-T-M D
Vitoria Owned M

20

Owned or
Exp. Date General
Location City if Leased Character
- -------- ---- --------- ---------
Sweden Malmo Owned M & A
Malmo M-T-M M & D

United Kingdom Bath Road 06/07 A
Dunstable 02/05 D & A
King's Lynn Owned M, D & A
Sunderland Owned M
Sunderland 11/99 D
Sunderland 12/00 D
Tipton M-T-M D

LATIN AMERICA
Colombia Bogota Owned M, D & A

Mexico Durango Owned M
Estado de Mexico 07/99 D & A
Tlalnepantla Owned M, D & A

Venezuela Maracay Owned M,D & A
La Hamaca Owned M & D
San Vicente Owned M

ASIA
Australia Noble Park 06/00 D & A

Item 3. Legal Proceedings
- --------------------------

Information regarding legal proceedings is included in note 15 to
the consolidated financial statements and is hereby incorporated by
reference herein.

21

Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------

There were no matters submitted to a vote of the Company's
shareholders during the fourth quarter of fiscal year 1997.

Supplementary Item - Executive Officers of the Registrant as of
12/31/97

Name Age Present Position With the Company
- ---- --- ---------------------------------

William P. Sovey 64 Vice Chairman and Chief Executive
Officer through December 31, 1997;
Chairman of the Board effective January
1, 1998

John J. McDonough 61 Vice Chairman and Chief Executive
Officer effective January 1, 1998

Thomas A. Ferguson, Jr. 50 President and Chief Operating Officer

Donald L. Krause 58 Senior Vice President-Corporate
Controller

William T. Alldredge 57 Vice President-Finance

Richard C. Dell 51 Group President

William J. Denton 53 Group President

William K. Doppstadt 65 Vice President-Personnel Relations

William P. Sovey became Chairman of the Board effective January 1,
1998. He was Vice Chairman and Chief Executive Officer from May 1992
through December 1997. From January 1986 through May 1992, he was
President and Chief Operating Officer.

John J. McDonough was elected Vice Chairman and Chief Executive
Officer of the Company effective January 1, 1998. He has been a
Director of the Company since 1992 and was Senior Vice
President-Finance of the Company from November 1981 through June 1983.
Mr. McDonough has also been President and Chief Executive Officer of
McDonough Capital Company LLC (an investment management company) since
April 1995. Prior thereto, he was Vice Chairman and a Director of
Dentsply International Inc. (a manufacturer and distributor of dental
and medical x-ray equipment and other dental products) from 1983
through October 1995, and was Chief Executive Officer from April 1983
through February 1995.

Thomas A. Ferguson, Jr. has been President and Chief Operating Officer
since May 1992. From January 1989 to May 1992, he was
President-Operating Companies.

22

Donald L. Krause was appointed Senior Vice President-Corporate
Controller in March 1990. He was President-Industrial Companies from
February 1988 to March 1990.

William T. Alldredge has been Vice President-Finance of the Company
since August 1983.

Richard C. Dell has been Group President since June 1992. He was
President of Amerock from November 1989 to June 1992. He was
President of EZ Paintr from September 1987 to November 1989.

William J. Denton has been Group President since March 1990. From
April 1989 to March 1990, he was Vice President-Corporate Controller.
He was President of Anchor Hocking Glass from August 1987 to April
1989.

William K. Doppstadt was Vice President-Personnel Relations of the
Company from 1974 through his retirement on December 31, 1997. Mr.
Doppstadt continues to serve the Company as a consultant for personnel
relations.

23

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
- ----------------------------------------------------------------------

The Company's Common Stock is listed on the New York and Chicago
Stock Exchanges (symbol: NWL). As of December 31, 1997, there were
15,858 stockholders of record. The following table sets forth the
high and low sales prices of the Common Stock on the New York Stock
Exchange Composite Tape (as published in the Wall Street Journal) for
the calendar periods indicated.

1997 1996 1995
------------------ ------------------ ------------------
High Low High Low High Low
------- ------- -------- ------- -------- -------
Quarters:
First $38 3/8 $30 3/8 $28 7/8 $25 5/8 $25 1/2 $20 5/8
Second 40 1/16 36 7/8 32 25 1/2 25 22 1/4
Third 43 1/4 37 1/2 32 28 1/2 26 1/4 23 5/8
Fourth 43 3/16 35 1/8 33 1/4 28 1/4 27 1/4 23 43/64

The Company has paid regular cash dividends on its Common Stock
since 1947. On February 10, 1998, the quarterly cash dividend was
increased to $0.18 per share from the $0.16 per share that had been
paid since February 11, 1997. Prior to this date, the quarterly cash
dividend paid was $0.14 per share since February 6, 1996, which was an
increase from the $0.12 per share paid since May 11, 1995.

On December 12, 1997, the Company completed a private placement
of $500,000,000 5.25% Company-Obligated Mandatorily Redeemable
Convertible Preferred Securities of a Subsidiary Trust with a
liquidation preference of $50 per security (the "Convertible Preferred
Securities"). The trust sold the Convertible Preferred Securities to
the Initial Purchasers in reliance on Section 4(2) of the Securities
Act of 1933, as amended (the "Securities Act"). The Initial
Purchasers of the Convertible Preferred Securities were Goldman, Sachs
& Co., Morgan Stanley & Co. Incorporated, Robert W. Baird & Co.
Incorporated, Bear Stearns & Co. Inc., and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, which received an aggregate discount of
$12.50 million. The Initial Purchasers sold $496,450,000 liquidation
preference of the Convertible Preferred Securities in the United
States to qualified institutional buyers in reliance on Rule 144A
under the Securities Act. The Initial Purchasers or their
international affiliates also sold $3,550,000 liquidation preference
of the Convertible Preferred Securities outside the United States in
reliance on Regulation S under the Securities Act. Each Convertible
Preferred Security is convertible at any time in a prescribed manner
at the option of the holder into shares of common stock, par value
$1.00 per share, of the Company ("Company Common Stock") at the rate
of 0.9865 shares of Company Common Stock for each Convertible
Preferred Security (equivalent to an approximate conversion price of
$50.685 per share of Company Common Stock), subject to adjustment
under certain circumstances.

24

Item 6. Selected Financial Data
- --------------------------------

The following is a summary of certain consolidated financial
information relating to the Company at December 31. The summary has
been derived in part from, and should be read in conjunction with, the
consolidated financial statements of the Company included elsewhere in
this report and the schedules thereto.

1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(In millions, except per share data)

INCOME STATEMENT DATA
Net sales $3,234.3 $2,872.8 $2,498.4 $2,074.9 $1,645.0
Cost of products sold 2,188.4 1,965.5 1,715.6 1,403.8 1,101.7
-------- -------- -------- -------- --------
Gross income 1,045.9 907.3 782.8 671.1 543.3
Selling, general
and administrative expenses 474.3 421.6 363.3 313.2 257.2
-------- -------- ------- -------- --------
Operating income 571.6 485.7 419.5 357.9 286.1
Nonoperating expenses (income):
Interest expense 73.6 57.0 49.8 30.0 19.1
Other, net 17.2 4.1 (1.1) (1.4) (8.5)
-------- -------- -------- --------- --------
Net 90.8 61.1 48.7 28.6 10.6
Income before income taxes 480.8 424.6 370.8 329.3 275.5
Income taxes 190.4 168.1 148.3 133.7 110.2
-------- -------- -------- -------- -------
Net income $ 290.4 $ 256.5 $ 222.5 $ 195.6 $ 165.3
======== ======== ======== ======== =======
Earnings Per Share
Basic $ 1.83 $ 1.62 $ 1.41 $ 1.24 $ 1.05
Diluted $ 1.82 $ 1.61 $ 1.40 $ 1.24 $ 1.05

Dividends per share $ 0.64 $ 0.56 $ 0.46 $ 0.39 $ 0.35

Weighted Average Shares Outstanding
Basic 159.1 158.8 158.2 157.8 157.3
Diluted 160.2 159.2 158.5 158.0 157.7

1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(In millions)
BALANCE SHEET DATA

Inventories $ 625.2 $ 509.5 $ 509.2 $ 420.7 $ 301.0
Working Capital 717.6 471.1 452.6 133.6 76.7
Total assets 3,943.8 3,005.1 2,927.1 2,488.3 1,952.9
Short-term debt 51.9 104.1 163.0 309.1 247.2
Long-term debt, net of
current maturities 784.0 672.0 761.6 409.0 218.1
Stockholders' equity 1,714.3 1,491.8 1,296.0 1,125.3 979.1

25

1993
- ----
On April 30, 1993, the Company acquired substantially all of the
assets of Levolor Corporation ("Levolor"), a manufacturer and
distributor of decorative window coverings. On September 22, 1993,
the Company acquired Lee Rowan Company, a manufacturer and marketer of
coated wire storage and organization products. On November 9, 1993,
the Company acquired Goody Products, Inc. ("Goody"), a manufacturer
and marketer of personal consumer products, including hair accessories
and beauty organizers. For these and other minor 1993 acquisitions,
the Company paid $293.1 million in cash (excluding the $13.1 million
of Goody Common Stock that the Company owned prior to the acquisition)
and assumed $30.7 million of debt.

These transactions were accounted for as purchases; therefore,
results of operations are included in the accompanying consolidated
financial statements since their respective dates of acquisition. The
acquisition costs were allocated to the fair market value of the
assets acquired and liabilities assumed and resulted in trade names
and goodwill of approximately $208.2 million.

1994
- ----

On August 29, 1994, the Company acquired the decorative window
coverings business of Home Fashions, Inc.("HFI"), including vertical
blinds and pleated shades sold under the Del Mar{R} and LouverDrape{R}
brand names. These HFI assets were combined with Levolor and together
they are operated as a single entity called Levolor Home Fashions. On
October 18, 1994, the Company acquired Faber-Castell Corporation
("Faber"), a maker and marketer of markers and writing instruments,
including wood-cased pencils and rolling ball pens, sold under the
Eberhard Faber{R} brand name. Faber was combined with Sanford and
together they are operated as a single entity called Sanford. On
November 30, 1994, the Company acquired the European consumer products
business of Corning Incorporated (now known as "Newell Europe"). This
acquisition included Corning's consumer products manufacturing
facilities in England, France and Germany, the European trademark
rights and product lines for Pyrex{R}, Pyroflam{R} and Visions{R}
brands in Europe, the Middle East and Africa, and Corning's consumer
distribution network throughout these areas under exclusive license
from Corning Incorporated. Additionally, the Company became the
distributor in Europe, the Middle East and Africa for Corning's U.S.
manufactured cookware and dinnerware brands. For these and other
minor 1994 acquisitions, the Company paid $360.8 million in cash and
assumed $12.8 million of debt.

These transactions were accounted for as purchases; therefore,
results of operations are included in the accompanying consolidated
financial statements since their respective dates of acquisition. The
acquisition costs were allocated to the fair market value of the
assets acquired and liabilities assumed and resulted in trade names
and goodwill of approximately $202.2 million.

26

Subsequent Years
- ----------------

Information regarding businesses acquired in the last three years
is included in note 2 to the consolidated financial statements.

QUARTERLY SUMMARIES

Summarized quarterly data for the last three years is as follows
(unaudited):

Calendar Year 1st 2nd 3rd 4th Year
- ------------- --- --- --- --- ----
(In millions, except per share data)

1997
- ----
Net sales $629.4 $800.9 $889.9 $914.1 $3,234.3
Gross income 189.3 265.8 286.7 304.1 1,045.9
Net income 37.8 77.8 84.2 90.6 290.4
Earnings per share:
Basic 0.24 0.49 0.53 0.57 1.83
Diluted 0.24 0.49 0.53 0.56 1.82

1996
- ----
Net sales $618.2 $735.1 $761.9 $757.6 $2,872.8
Gross income 181.3 235.8 243.7 246.5 907.3
Net income 33.2 67.7 74.6 81.0 256.5
Earnings per share:
Basic 0.21 0.43 0.47 0.51 1.62
Diluted 0.21 0.43 0.47 0.50 1.61

1995
- ----
Net sales $556.6 $621.3 $651.3 $669.2 $2,498.4
Gross income 166.8 189.5 207.2 219.3 782.8
Net income 36.1 54.9 65.1 66.4 222.5
Earnings per share:
Basic 0.23 0.35 0.41 0.42 1.41
Diluted 0.23 0.35 0.41 0.41 1.40

27

Item 7. Management's Discussion and Analysis of Results of Operations
and Financial Condition
- ----------------------------------------------------------------------

The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of
the Company's consolidated results of operations and financial
condition. The discussion should be read in conjunction with the
consolidated financial statements and notes thereto.

Introduction
- ------------

The Company's primary financial goals are to increase sales and
earnings per share an average of 15% per year, to achieve an annual
return on beginning equity ("ROE") of 20% or above, to increase
dividends per share in line with earnings growth, and to maintain a
prudent ratio of total debt to total capitalization, net of cash
("leverage"). The Company has achieved these goals over the last ten
years, increasing sales and earnings per share at compound annual
rates of 15% and 17%, respectively, averaging 21% ROE, increasing
dividends per share at a compound annual rate of 19% and averaging 26%
leverage. The Company believes that the principal factors affecting
its ability to achieve these objectives in the future are likely to be
the realized rates of both acquisition and internal growth and the
Company's continued ability to integrate acquired businesses through a
process called "Newellization."

Since 1990, the Company has nearly tripled its sales by acquiring
businesses with aggregate annual sales of more than $2 billion. The
rate at which the Company can integrate these recent acquisitions to
meet the Company's standards of profitability may affect near-term
financial results. Over the longer term, the Company's ability both
to make and to integrate strategic acquisitions will impact the
Company's financial results.

The Company pursues internal growth by introducing new products,
entering new domestic and international markets, adding new customers,
cross-selling existing product lines to current customers and
supporting its U.S. based customers' international expansion. The
Company's goal is to achieve an internal growth rate of 3-5% per year,
and over the last five years, has achieved an average of 4% annual
internal growth. Internal growth is defined by the Company as growth
from its "core businesses," which include continuing businesses owned
more than two years and minor acquisitions. The Company believes that
its future internal growth will likely depend on its continued success
in these areas, as well as external factors.

28

RESULTS OF OPERATIONS

The following table sets forth for the period indicated items
from the Consolidated Statements of Income as a percentage of net
sales at December 31:

1997 1996 1995
---- ---- ----
Net sales 100.0% 100.0% 100.0%
Cost of products sold 67.7 68.4 68.7
----- ----- -----
Gross income 32.3 31.6 31.3

Selling, general and
administrative expenses 14.6 14.7 14.5
----- ----- -----
Operating income 17.7 16.9 16.8

Nonoperating expenses:
Interest expense 2.3 2.0 2.0
Other, net 0.5 0.1 -
----- ----- -----
Net 2.8 2.1 2.0
----- ----- -----
Income before income
taxes 14.9 14.8 14.8

Income taxes 5.9 5.9 5.9
----- ----- -----
Net income 9.0% 8.9% 8.9%
===== ===== =====

1997 vs. 1996
- -------------

Net sales for 1997 were $3,234.3 million, representing an
increase of $361.5 million or 12.6% from $2,872.8 million in 1996.
The overall increase in net sales was primarily attributable to
contributions from Rolodex (acquired in March 1997), Kirsch (acquired
in May 1997), Eldon (acquired in June 1997) and 3% internal growth.
The 1997 acquisitions are described in note 2 to the consolidated
financial statements.

As of September 30, 1997, the Company began to present sales
information for its various product categories in three groups rather
than four groups. The Company's three product groups are Hardware and
Home Furnishings, Office Products and Housewares. The Company
believes that this presentation is appropriate because it organizes
its product categories into these groups when making operating
decisions and assessing performance, and the Company divisions
included in each group sell primarily to the same retail channel:
Hardware and Home Furnishings (home centers and hardware stores),
Office Products (office superstores and contract stationers) and
Housewares (discount stores and warehouse clubs). For ease of
comparison with previously published data, certain information is also

29

included separately for Hardware and Tools and Home Furnishings which
now comprise a single product group.

Net sales for each of the Company's product groups (and the
primary reasons for the increases) were as follows, in millions:

Year Ended December 31,
-----------------------
1997 1996 % Change
---- ---- --------

Home Furnishings $1,092.2 $ 916.2
Hardware and Tools 392.6 383.1
-------- --------
1,484.8 1,299.3 14.3%(1)

Office Products 899.2 741.8 21.2%(2)

Housewares 850.3 831.7 2.2%(3)
-------- --------
$3,234.3 $2,872.8 12.6%
======== ========

Primary Reasons for Increases:

(1) 2% internal growth and Kirsch (May 1997) acquisition
(2) 6% internal growth and Rolodex (March 1997) and Eldon (June 1997)
acquisitions
(3) Internal growth

Gross income as a percent of net sales in 1997 was 32.3% or
$1,045.9 million versus 31.6% or $907.3 million in 1996. Gross
margins improved as a result of cost savings achieved through the
integration of several picture frame businesses acquired by the
Company in recent years, profitability improvement at the Company's
Levolor Home Fashions division and increased gross margins at several
of the Company's other core businesses. The increase in gross margins
was offset partially by 1997 acquisitions which had gross margins
lower than the Company's average gross margins. As these acquisitions
are integrated, the Company expects its gross margins to improve.

Selling, general and administrative expenses ("SG&A") in 1997
were 14.6% of net sales or $474.3 million versus 14.7% or $421.6
million in 1996. Core business SG&A spending as a percentage of sales
decreased primarily as a result of cost savings arising from the
picture frame business integration. This decrease was offset
partially by the 1997 acquisitions, which had higher SG&A than the
Company's average SG&A as a percent of net sales. As these
acquisitions are integrated, the Company expects its SG&A spending as
a percentage of net sales to decline.

Operating income in 1997 was 17.7% of net sales or $571.6 million
versus 16.9% or $485.7 million in 1996. The increase in operating
margins was primarily due to cost savings as a result of the picture
frame business integration, profitability improvement at the Company's
Levolor Home Fashions division and increased core business gross

30

margins, offset partially by 1997 acquisitions which had average
operating margins lower than the Company's average operating margins.

Net nonoperating expenses in 1997 were 2.8% of net sales or $90.8
million versus 2.1% or $61.1 million in 1996. The $29.7 million
increase was due primarily to a $16.6 million increase in interest
expense and an $8.3 million increase in amortization of trade names
and goodwill (as a result of additional borrowings and capitalized
goodwill related to the 1997 acquisitions), and a $7.0 million
decrease in dividend income. Dividend income decreased as a result of
the conversion on October 15, 1996 by The Black & Decker Corporation
("Black & Decker") of 150,000 shares of privately placed Black &
Decker convertible preferred stock, Series B, owned by the Company
(purchased at a cost of $150.0 million) into 6.4 million shares of
Black & Decker Common Stock. Prior to conversion, the preferred stock
paid a 7.75% cumulative dividend, aggregating $2.9 million per
quarter, before the effect of income taxes. If Black & Decker
continues to pay dividends at the current rate ($0.12 per share of
Black & Decker Common Stock quarterly), the dividends paid to the
Company on the shares of Black & Decker Common Stock owned by the
Company as a result of the conversion would total $0.8 million per
quarter, before the effect of income taxes. For supplementary
information regarding other nonoperating expenses, see note 13 to the
consolidated financial statements.

For both 1997 and 1996, the effective tax rate was 39.6%. See
note 12 to the consolidated financial statements for an explanation of
the effective tax rate.

Net income for 1997 was $290.4 million, representing an increase
of $33.9 million or 13.2% from 1996. Basic earnings per share in 1997
increased 13.0% to $1.83 versus $1.62 in 1996; diluted earnings per
share in 1997 increased 13.0% to $1.82 versus $1.61 in 1996. The
increases in net income and earnings per share were primarily
attributable to cost savings arising from the picture frame business
integration, profitability improvement at the Company's Levolor Home
Fashions division, cost savings as a result of the Kirsch integration
into the Newell Window Furnishings division and increased operating
margins at several of the Company's other core businesses.

1996 vs. 1995
- -------------

Net sales for 1996 were $2,872.8 million, representing an
increase of $374.4 million or 15.0% from $2,498.4 million in 1995.
The overall increase in net sales was primarily attributable to
contributions from the 1995 acquisitions of Decorel and Berol, the
1996 acquisition of Holson Burnes, and internal growth of 4%. The
1995 and 1996 acquisitions are described in note 2 to the consolidated
financial statements.

31

Net sales for each of the Company's product groups (and the
primary reasons for the increases) were as follows, in millions:

Year Ended December 31,
-----------------------
1996 1995 % Change
---- ---- --------
Home Furnishings $ 916.2 $ 732.3
Hardware and Tools 383.1 364.3
-------- --------
1,299.3 1,096.6 18.5%(1)

Office Products 741.8 582.2 27.4%(2)

Housewares 831.7 819.6 1.5%(3)
-------- --------
$2,872.8 $2,498.4 15.0%
======== ========

Primary Reasons for Increases:

(1) 5% internal growth and Decorel (October 1995) and Holson Burnes
(January 1996) acquisitions
(2) 3% internal growth and Berol (November 1995) acquisition
(3) 4% internal growth offset by weaker than expected sales at Newell
Europe as a result of soft European retail conditions

Gross income as a percent of net sales for 1996 was 31.6% or
$907.3 million versus 31.3% or $782.8 million in 1995. Gross margins
improved slightly, primarily as a result of increases in gross margins
from the businesses acquired in 1995 and 1994.

SG&A in 1996 was 14.7% of net sales or $421.6 million versus
14.5% or $363.3 million in 1995. There was no material change in
spending at the core businesses; the increase as a percentage of sales
was primarily due to SG&A at Holson Burnes.

Net nonoperating expenses for 1996 were 2.1% of net sales or
$61.1 million versus 2.0% or $48.7 million in 1995. The $12.4 million
increase was due to a $7.2 million increase in interest expense and a
$4.3 million increase in amortization of trade names and goodwill (as
a result of additional borrowings and capitalized goodwill related to
the 1995 and 1996 acquisitions). For supplementary information
regarding other nonoperating expenses, see note 13 to the consolidated
financial statements.

The effective tax rate was 39.6% in 1996 versus 40.0% in 1995.
See note 12 to the consolidated financial statements for an
explanation of the effective tax rate.

Net income for 1996 was $256.5 million, representing an increase
of $34.0 million or 15.3% from 1995. Basic earnings per share in 1996
increased 14.9% to $1.62 versus $1.41 in 1995; diluted earnings per
share in 1996 increased 15.0% to $1.61 versus $1.40 in 1995. The
increases in net income and earnings per share were primarily
attributable to contributions from Berol (net of associated interest

32

expense and goodwill amortization) and an improvement in operating
margins at several of the core businesses.

International Operations
- ------------------------

The Company's non-U.S. business is growing at a faster pace than
its business in the United States. This growth outside the U.S. has
been fueled by recent international acquisitions, which supplemented
sales of the Company's existing Canadian businesses and sales of
Newell International, the Company's subsidiary responsible for the
majority of exports of the Company's products. For the year ended
December 31, 1997, the Company's non-U.S. business accounted for
approximately 17% of sales and 14% of operating income (see note 14 to
the consolidated financial statements). Growth of both the U.S. and
the non-U.S. businesses is shown below, dollars in millions:

Year Ended December 31,
-----------------------
1997 1996 % Change
---- ---- --------
(in millions)

Net sales:
- U.S. $2,694.7 $2,458.2 9.6%
- Non-U.S. 539.6 414.6 30.2
-------- --------
Total $3,234.3 $2,872.8 12.6%
======== ========
Operating income:
- U.S. $ 494.5 $ 437.7 13.0%
- Non-U.S. 77.1 48.0 60.6
-------- --------
Total $ 571.6 $ 485.7 17.7%
======== ========

Year Ended December 31,
-----------------------
1996 1995 % Change
---- ---- --------
(in millions)

Net sales:
- U.S. $2,458.2 $2,157.0 14.0%
- Non-U.S. 414.6 341.4 21.4
-------- --------
Total $2,872.8 $2,498.4 15.0%
======== ========
Operating income:
- U.S. $ 437.7 $ 389.1 12.5%
- Non-U.S. 48.0 30.4 57.9
-------- --------
Total $ 485.7 $ 419.5 15.8%
========= ========

33

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

Sources:
- -------

The Company's primary sources of liquidity and capital resources
include cash provided from operations and use of available borrowing
facilities.

Cash provided by operating activities in 1997 was $387.1 million,
representing an increase of $19.8 million from $367.3 million for
1996, primarily due to an increase in net income.

Cash provided by financing activities totaled $449.1 million in
1997, primarily due to proceeds from the issuance of Company-Obligated
Mandatorily Redeemable Convertible Preferred Securities of a
Subsidiary Trust. These proceeds, which were obtained in December
1997, were used to pay down commercial paper, which was used to fund
the earlier 1997 acquisitions.

The Company has short-term foreign and domestic uncommitted lines
of credit with various banks which are available for short-term
financing. Borrowings under the Company's uncommitted lines of credit
are subject to discretion of the lender. The Company's uncommitted
lines of credit do not have a material impact on the Company's
liquidity. Borrowings under the Company's uncommitted lines of credit
at December 31, 1997 totaled $39.2 million.

During 1997, the Company amended and restated its revolving
credit agreement to permit the Company to borrow, repay and reborrow
funds in an aggregate amount up to $1.3 billion, at a floating
interest rate. The revolving credit agreement will terminate in
August 2002. At December 31, 1997, there were no borrowings under the
revolving credit agreement.

In lieu of borrowings under the Company's revolving credit
agreement, the Company may issue up to $1.3 billion of commercial
paper. The Company's revolving credit agreement provides the
committed backup liquidity required to issue commercial paper.
Accordingly, commercial paper may only be issued up to the amount
available for borrowing under the Company's revolving credit
agreement. At December 31, 1997, $517.0 million (principal amount) of
commercial paper was outstanding. The entire amount is classified as
long-term debt.

The Company has a universal shelf registration statement under
which the Company may issue up to $500.0 million of debt and equity
securities, subject to market conditions. At December 31, 1997, the
Company had not yet issued any securities under that registration
statement.

At December 31, 1997, the Company had outstanding $263.0 million
(principal amount) of medium-term notes issued under a previous shelf

34

registration statement with maturities ranging from five to ten years
at an average rate of interest equal to 6.3%.

Uses:
- ----

The Company's primary uses of liquidity and capital resources
include acquisitions, dividend payments and capital expenditures.

Cash used in acquiring businesses was $715.3 million, $58.2
million and $187.8 million in 1997, 1996 and 1995, respectively. In
1997, the Company acquired Rolodex, Kirsch and Eldon and made other
minor acquisitions for cash purchase prices totaling $737.8 million.
In 1996, the Company acquired Holson Burnes and completed other minor
acquisitions for consideration that included cash of $42.6 million.
In 1995, the Company completed acquisitions with total cash purchase
prices of $210.6 million. All of these acquisitions were accounted
for as purchases and were paid for with proceeds obtained from the
issuance of commercial paper, medium-term notes, notes payable under
the Company's lines of credit or shares of the Company's Common Stock.

Capital expenditures were $98.4 million, $94.2 million and $82.6
million in 1997, 1996 and 1995, respectively.

The Company has paid regular cash dividends on its Common Stock
since 1947. On February 10, 1998, the quarterly cash dividend was
increased to $0.18 per share from the $0.16 per share that had been
paid since February 11, 1997. Prior to this date, the quarterly cash
dividend paid was $0.14 per share since February 6, 1996, which was an
increase from the $0.12 per share paid since May 11, 1995. Dividends
paid during 1997, 1996 and 1995 were $101.8 million, $88.9 million and
$72.8 million, respectively.

Retained earnings increased in 1997, 1996 and 1995 by $188.6
million, $167.6 million and $149.7 million, respectively. The average
dividend payout ratio to Common stockholders in 1997, 1996 and 1995
was 35%, 35% and 33%, respectively (represents the percentage of
earnings per share paid in cash to stockholders).

Working capital at December 31, 1997 was $717.6 million compared
to $471.1 million at December 31, 1996 and $452.6 million at December
31, 1995. The current ratio at December 31, 1997 was 2.08:1 compared
to 1.74:1 at December 31, 1996 and 1.67:1 at December 31, 1995.
Working capital and the current ratio increased in 1997 as a result of
the 1997 acquisitions.

Total debt to total capitalization (total debt is net of cash and
cash equivalents, and total capitalization includes total debt,
Company-Obligated Mandatorily Redeemable Convertible Preferred
Securities of a Subsidiary Trust and stockholders' equity) was .27:1
at December 31, 1997, .34:1 at December 31, 1996 and .40:1 at December
31, 1995.

35

The Company believes that cash provided from operations and
available borrowing facilities will continue to provide adequate
support for the cash needs of existing businesses; however, certain
events, such as significant acquisitions, could require additional
external financing.

Environmental Matters
- ---------------------

As of December 31, 1997, the Company was involved in various
matters concerning federal and state environmental laws and
regulations, including 35 matters in which they have been identified
by the U.S. Environmental Protection Agency and certain state
environmental agencies as potentially responsible parties ("PRPs") at
contaminated sites under the Federal Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") and equivalent
state laws. In assessing its environmental response costs, the
Company has considered several factors, including: the extent of the
Company's volumetric contribution at each site relative to that of
other PRPs; the kind of waste; the terms of existing cost sharing and
other applicable agreements; the financial ability of other PRPs to
share in the payment of requisite costs; the Company's prior
experience with similar sites; environmental studies and cost
estimates available to the Company; the effects of inflation on cost
estimates; and the extent to which the Company's and other parties'
status as PRPs are disputed. Based on information available to it,
the Company's estimate of environmental response costs associated with
these matters as of December 31, 1997 ranged between $16.7 million and
$24.1 million. As of December 31, 1997, the Company had a reserve
equal to $20.3 million for such environmental response costs in the
aggregate. No insurance recovery was taken into account in
determining the Company's cost estimates or reserve, nor do the
Company's cost estimates or reserve reflect any discounting for
present value purposes. Because of the uncertainties associated with
environmental investigations and response activities, the possibility
that the Company could be identified as a PRP at sites identified in
the future that require the incurrence of environmental response costs
and the possibility of additional sites as a result of businesses
acquired, actual costs to be incurred by the Company may vary from the
Company's estimates. Subject to difficulties in estimating future
environmental response costs, the Company does not expect that any sum
it may have to pay in connection with environmental matters in excess
of amounts reserved will have a material effect on its consolidated
financial statements.

Market Risk
- -----------

The Company's market risk is impacted by changes in interest
rates, foreign currency exchange rates, and certain commodity prices.
Pursuant to the Company's policies, natural hedging techniques and
derivative financial instruments may be utilized to reduce the impact
of adverse changes in market prices. The Company does not hold or
issue derivative instruments for trading purposes, and has no material

36

sensitivity to changes in market rates and prices on its derivative
financial instrument positions.

The Company's primary market risk is interest rate exposure,
primarily in the United States. The Company manages interest rate
exposure through its conservative debt ratio target and its mix of
fixed and floating rate debt. Interest rate exposure was reduced
significantly in 1997 from the issuance of $500 million 5.25%
Company-Obligated Mandatorily Redeemable Convertible Preferred
Securities of a Subsidiary Trust, the proceeds of which reduced
commercial paper. Interest rate swaps may be used to adjust interest
rate exposures when appropriate based on market conditions, and, for
qualifying hedges, the interest differential of swaps is included in
interest expense.

The Company's foreign exchange risk management policy emphasizes
hedging anticipated intercompany and third-party commercial
transaction exposures of one year duration or less. The Company
focuses on natural hedging techniques of the following form: (1)
offsetting or netting of like foreign currency flows, (2) structuring
foreign subsidiary balance sheets with appropriate levels of debt to
reduce subsidiary net investments and subsidiary cash flows subject to
conversion risk, (3) converting excess foreign currency deposits into
U.S. dollars or the relevant functional currency and (4) avoidance of
risk by denominating contracts in the appropriate functional currency.
In addition, the Company utilizes forward contracts and purchased
options to hedge commercial and intercompany transactions. Gains and
losses related to qualifying hedges of commercial transactions are
deferred and included in the basis of the underlying transactions.
Derivatives used to hedge intercompany transactions are marked to
market with the corresponding gains or losses included in the
consolidated statements of income.

Due to the diversity of its product lines, the Company does not
have material sensitivity to any one commodity. The Company manages
commodity price exposures primarily through the duration and terms of
its vendor contracts.

Based on the Company's overall interest rate, currency rate and
commodity price exposures at December 31, 1997, management of the
Company believes that a short-term change in any of these exposures
will not have a material effect on the consolidated financial
statements of the Company.

Year 2000 Computer Compliance
- -----------------------------

In order to address the "Year 2000 Problem" relating to the
inability of certain computer software programs to process 2-digit
year-date codes after December 31, 1999, the Company has conducted a
comprehensive review of its computer systems and formulated a plan to
modify or replace programs where necessary. It is anticipated that
all reprogramming efforts for major systems will be completed by
December 31, 1998, allowing more than adequate time for testing. The

37

Company has received confirmations from its primary vendors and
customers that they have plans underway to address this issue as well.
Management believes that the total cost of implementing the Year 2000
plan will not be significant to the Company's financial results.

Forward Looking Statements
- --------------------------

Forward-looking statements in this Report are made in reliance
upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements may relate to,
but are not limited to, such matters as sales, income, earnings per
share, return on equity, capital expenditures, dividends, capital
structure, free cash flow, debt to capitalization ratios, internal
growth rates, future economic performance, management's plans, goals
and objectives for future operations and growth or the assumptions
relating to any of the forward-looking information. The Company
cautions that forward-looking statements are not guarantees since
there are inherent difficulties in predicting future results, and that
actual results could differ materially from those expressed or implied
in the forward-looking statements. Factors that could cause actual
results to differ include, but are not limited to, those matters set
forth in the Company's Annual Report on Form 10-K, the documents
incorporated by reference therein and in Exhibit 99 thereto.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------

The information required by this item is incorporated herein by
reference to the section entitled "Market Risk" in the Company's
Management's Discussion and Analysis of Results of Operations and
Financial Condition (Part II, Item 7).

38

Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------

Report of Independent Public Accountants
----------------------------------------

To the Stockholders and Board of Directors of Newell Co.:

We have audited the accompanying consolidated balance sheets of
Newell Co. (a Delaware corporation) and subsidiaries as of December
31, 1997, 1996 and 1995, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1997. These consolidated
financial statements are the responsibility of Newell Co.'s
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Newell Co. and subsidiaries as of December 31, 1997, 1996 and 1995,
and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedule listed in
Part IV Item 14(a)(2) of this Form 10-K is presented for purposes of
complying with the Securities and Exchange Commission's rules and is
not a part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein
in relation to the basic financial statements taken as a whole.

Arthur Andersen LLP

Milwaukee, Wisconsin
January 27, 1998

39

NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME

Year Ended December 31,
1997 1996 1995
---- ---- ----
(In thousands, except per share data)

Net sales $3,234,261 $2,872,817 $2,498,414
Cost of products sold 2,188,343 1,965,500 1,715,585
---------- ---------- ----------
GROSS INCOME 1,045,918 907,317 782,829

Selling, general and administrative expenses 474,328 421,630 363,356
---------- ---------- ----------
OPERATING INCOME 571,590 485,687 419,473

Nonoperating expenses (income):
Interest expense 73,621 56,989 49,812
Other, net 17,170 4,064 (1,124)
---------- ---------- ----------
Net 90,791 61,053 48,688
---------- ---------- ----------
Income Before Income Taxes 480,799 424,634 370,785

Income taxes 190,397 168,155 148,314
---------- ---------- ----------
NET INCOME $ 290,402 $ 256,479 $ 222,471
========== ========== ==========

Earnings per share
Basic $1.83 $1.62 $1.41
Diluted 1.82 1.61 1.40

Weighted average shares outstanding
Basic 159,079 158,764 158,212
Diluted 160,214 159,187 158,530

See notes to consolidated financial statements.

40

NEWELL CO. AND SUBSIDARIES
CONSOLIDATED BALANCE SHEETS

December 31,
1997 1996 1995
---- ---- ----
(In thousands)

ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 36,103 $ 4,360 $ 58,771
Accounts receivable, net 524,613 404,170 390,296
Inventories, net 625,208 509,504 509,245
Deferred income taxes 130,451 121,152 107,499
Prepaid expenses and other 65,245 68,928 67,063
----------- ----------- -----------
TOTAL CURRENT ASSETS 1,381,620 1,108,114 1,132,874

MARKETABLE EQUITY SECURITIES 307,121 240,789 53,309

OTHER LONG-TERM INVESTMENTS 51,020 58,703 203,857

OTHER ASSETS 143,893 119,168 122,702

PROPERTY, PLANT AND EQUIPMENT, NET 696,086 555,434 530,285

TRADE NAMES AND GOODWILL, NET 1,364,072 922,846 884,084
----------- ----------- -----------
TOTAL ASSETS $ 3,943,812 $ 3,005,054 $ 2,927,111
=========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Notes payable $ 39,220 $ 70,877 $ 104,017
Accounts payable 132,374 105,333 113,927
Accrued compensation 79,306 65,632 73,057
Other accrued liabilities 388,741 324,719 317,184
Income taxes 11,663 37,209 13,043
Current portion of long-term debt 12,721 33,243 59,031
----------- ----------- -----------
TOTAL CURRENT LIABILITIES 664,025 637,013 680,259

LONG-TERM DEBT 783,980 672,033 761,578

OTHER NON-CURRENT LIABILITIES 183,041 156,691 158,321

DEFERRED INCOME TAXES 90,120 47,477 30,987

MINORITY INTEREST 8,352 - -

41

NEWELL CO. AND SUBSIDARIES
CONSOLIDATED BALANCE SHEETS (CONT'D.)

December 31,
1997 1996 1995
---- ---- ----
(In thousands)

COMPANY-OBLIGATED MANDATORILY
REDEEMABLE CONVERTIBLE PREFERRED
SECURITIES OF A SUBSIDIARY TRUST 500,000 - -

STOCKHOLDERS' EQUITY
Common stock - authorized shares,
400.0 million at $1 par value; 159,236 158,871 158,626
Outstanding shares:
1997 - 159.2 million
1996 - 158.9 million
1995 - 158.6 million
Additional paid-in capital 204,105 197,889 190,860
Retained earnings 1,294,750 1,106,146 938,567
Net unrealized gain on securities
available for sale 78,839 36,595 15,912
Cumulative translation adjustment (22,636) (7,661) (7,999)
----------- ----------- ----------
TOTAL STOCKHOLDERS' EQUITY 1,714,294 1,491,840 1,295,966
----------- ----------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 3,943,812 $ 3,005,054 $2,927,111
=========== =========== ==========

See notes to consolidated financial statements.

42

NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended December 31,
1997 1996 1995
--------- --------- ---------
(In thousands)

OPERATING ACTIVITIES
Net income $290,402 $256,479 $222,471
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 129,943 116,362 101,722
Deferred income taxes 59,000 44,700 40,747
Net gain on sale of marketable equity securities (2,853) - (15,819)
Investment write-off - 1,339 16,000
Equity earnings of investment (5,831) (6,364) (5,993)
Changes in current accounts, excluding
the effects of acquisitions:
Accounts receivable 976 1,812 16,380
Inventories 18,285 27,256 (4,444)
Other current assets (5,412) 37 (4,629)
Accounts payable (19,306) (25,564) (14,941)
Accrued liabilities and other (78,134) (48,731) (74,752)
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 387,070 367,326 276,742

INVESTING ACTIVITIES
Acquisitions, net (715,316) (58,213) (187,788)
Expenditures for property, plant and equipment (98,406) (94,237) (82,562)
Purchase of marketable equity securities - (3,513) -
Sale of marketable securities 6,389 - 37,324
Disposals of non-current assets and other 5,082 8,429 (1,372)
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (802,251) (147,534) (234,398)

FINANCING ACTIVITIES
Proceeds from issuance of debt 141,073 1,193 315,191
Proceeds from the issuance of company-obligated
mandatorily redeemable convertible preferred
securities of a subsidiary trust 500,000 - -
Proceeds from exercised stock options and other 6,581 7,274 7,100
Payments on notes payable and long-term debt (96,732) (194,108) (250,589)
Cash dividends (101,798) (88,900) (72,766)
--------- --------- ---------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 449,124 (274,541) (1,064)

Exchange rate effect on cash (2,200) 338 2,599

43

NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D.)

Year Ended December 31,
1997 1996 1995
--------- --------- ---------
(In thousands)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 31,743 (54,411) 43,879
Cash and cash equivalents at beginning of year 4,360 58,771 14,892
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 36,103 $ 4,360 $ 58,771
========= ========= =========

Supplemental cash flow disclosures -
Cash paid during the year for:
Income taxes $ 158,700 $123,700 $129,300
Interest 66,900 55,400 44,800

See notes to consolidated financial statements.

44

NEWELL CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Net Unrealized
Gain On
Add'l Securities Cumulative
Common Paid-In Retained Available Translation
Stock Capital(1) Earnings for Sale Adjustment
------ -------- -------- -------------- -----------
(In thousands, except per share data)

Balance at December 31, 1994 $ 157,844 $ 175,218 $ 788,862 $ 9,868 $ (6,466)

Net income 222,471
Cash dividends:
Common stock $0.46 per share (72,766)
Stock issued for acquisitions 381 8,943
Exercise of stock options 412 6,759
Change in net unrealized
gain on securities
available for sale 6,044
Foreign currency translation
and other (11) (60) (1,533)
--------- ------- --------- -------- ----------
Balance at December 31, 1995 158,626 190,860 938,567 15,912 (7,999)

Net income 256,479
Cash dividends:
Common stock $0.56 per share (88,900)
Exercise of stock options 245 7,088
Change in net unrealized
gain on securities
available for sale 20,683
Foreign currency translation
and other (59) 338
-------- -------- --------- ------- -------
Balance at December 31, 1996 158,871 197,889 1,106,146 36,595 (7,661)

Net income 290,402
Cash dividends:
Common stock $0.64 per share (101,798)
Exercise of stock options 365 6,818
Change in net unrealized
gain on securities
available for sale 42,244
Foreign currency translation
and other (602) (14,975)
--------- --------- ----------- -------- --------
Balance at December 31, 1997 $ 159,236 $ 204,105 $ 1,294,750 $ 78,839 $ (22,636)
========= ========= =========== ======== ==========

(1) Net of treasury stock (at cost) of $665, $199 and $161 as of December
31, 1997, 1996 and 1995, respectively.

See notes to consolidated financial statements.

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995

1) SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The consolidated financial
statements include the accounts of Newell and its majority owned
subsidiaries ("the Company") after elimination of intercompany
accounts and transactions.

Use of estimates: The preparation of these financial statements
required the use of certain estimates by management in determining the
Company's assets, liabilities, revenue and expenses and related
disclosures.

Revenue Recognition: Sales of merchandise are recognized upon
shipment to customers.

Disclosures about Fair Value of Financial Instruments: The
following methods and assumptions were used to estimate the fair value
of each class of financial instruments:

Long-term Investments: The fair value of the investment in
convertible preferred stock of The Black & Decker Corporation
("Black & Decker") in 1995 was based on an independent appraisal.
This preferred stock was converted into Black & Decker Common
Stock on October 15, 1996 and reclassified to Long-term
Marketable Equity Securities at December 31, 1996.

Long-term Debt: The fair value of the Company's long-term debt
issued under the medium-term note program is estimated based on
quoted market prices which approximate cost. All other
significant long-term debt is pursuant to floating rate
instruments whose carrying amounts approximate fair value.

Company-Obligated Mandatorily Redeemable Convertible Preferred
Securities of a Subsidiary Trust: The fair value of the
company-obligated mandatorily redeemable convertible preferred
securities of a subsidiary trust was $522.5 million at December
31, 1997.

Allowances for Doubtful Accounts: Allowances for doubtful
accounts at December 31 totaled $17.7 million in 1997, $13.2 million
in 1996 and $11.0 million in 1995.

Inventories: Inventories are stated at the lower of cost or
market value. Cost of certain domestic inventories (approximately
81%, 86% and 89% of total inventories at December 31, 1997, 1996 and
1995, respectively) was determined by the "last-in, first-out"
("LIFO") method; for the balance, cost was determined using the
"first-in, first-out" ("FIFO") method. If the FIFO inventory
valuation method had been used exclusively, inventories would have
increased by $17.9 million, $26.0 million and $29.0 million at
December 31, 1997, 1996 and 1995, respectively.

46

The components of inventories at December 31, net of the LIFO
reserve, were as follows:

1997 1996 1995
------- ------- -------
(In millions)
Materials and supplies $ 136.0 $ 124.5 $ 147.7
Work in process 100.6 87.9 87.5
Finished products 388.6 297.1 274.0
------- ------ -------
$ 625.2 $ 509.5 $ 509.2
======= ======= =======

Inventory reserves at December 31 totaled $92.6 million in 1997,
$81.2 million in 1996 and $67.3 million in 1995.

Other Long-term Investments: At December 31, 1995, the Company
owned 150,000 shares of privately placed Black & Decker convertible
preferred stock, Series B, purchased at a cost of $150.0 million. On
October 15, 1996, in accordance with the terms of the preferred stock,
Black & Decker exercised its option to convert the preferred stock
into 6.4 million shares of Black & Decker Common Stock. As a result
of the conversion, the Common Stock is classified as a Long-term
Marketable Equity Security in the December 31, 1997 and 1996
consolidated balance sheets.

The Company has a 49% ownership interest in American Tool
Companies, Inc., a manufacturer of hand tools and power tool accessory
products marketed primarily under the VISE-GRIP{R} and IRWIN{R}
trademarks. This investment is accounted for on the equity method
with a net investment of $51.0 million at December 31, 1997.

Long-term Marketable Equity Securities: Long-term Marketable
Equity Securities classified as available for sale are carried at fair
value with adjustments to fair value reported separately, net of tax,
as a component of stockholders' equity (and excluded from earnings).
Long-term marketable equity securities at December 31 are summarized
as follows:

1997 1996 1995
---- ---- ----
(In millions)
Aggregate market value $ 307.1 $ 240.8 $ 53.3
Aggregate cost 176.8 180.3 26.8
------ ------ ------
Unrealized gain $ 130.3 $ 60.5 $ 26.5
======= ======= ======

During 1995, the Company received proceeds of $37.3 million from
the sale of Long-term Marketable Equity Securities and recorded a gain
of $15.8 million on the sale. Gains and losses on the sales of
Long-term Marketable Equity Securities are based upon
the average cost of securities sold.

47

Property, Plant and Equipment: Property, plant and equipment at
December 31 consisted of the following:

1997 1996 1995
---- ---- ----
(In millions)
Land $ 33.8 $ 21.1 $ 16.2
Buildings and
improvements 272.1 206.9 194.8
Machinery and
equipment 835.4 699.6 620.2
-------- -------- --------
1,141.3 927.6 831.2
Allowance for
depreciation (445.2) (372.2) (300.9)
-------- -------- --------
$ 696.1 $ 555.4 $ 530.3
======== ======== ========

Replacements and improvements are capitalized. Expenditures for
maintenance and repairs are charged to expense. The components of
depreciation are provided by annual charges to income calculated to
amortize, principally on the straight-line basis, the cost of the
depreciable assets over their depreciable lives. Estimated useful
lives determined by the Company are as follows:

Buildings and improvements 20-40 years
Machinery and equipment 5-12 years

Trade Names and Goodwill: The cost of trade names and the excess
of cost over identifiable net assets of businesses acquired are
amortized over 40 years on a straight-line basis. Total accumulated
amortization of trade names and goodwill was $136.7 million, $103.2
million and $78.2 million at December 31, 1997, 1996 and 1995,
respectively.

Subsequent to an acquisition, the Company periodically evaluates
whether later events and circumstances have occurred that indicate the
remaining estimated useful life of goodwill may warrant revision or
that the remaining balance of goodwill may not be recoverable. If
factors indicate that goodwill should be evaluated for possible
impairment, the Company would use an estimate of the relevant
business' undiscounted net cash flow over the remaining life of the
goodwill in measuring whether the goodwill is recoverable.

48

Accrued Liabilities: Accrued Liabilities at December 31 included
the following:

1997 1996 1995
---- ---- ----
(In millions)
Customer accruals $ 131.7 $ 91.4 $ 83.7
Accrued self-insurance
liability 42.1 46.3 39.7

Customer accruals are promotional allowances and rebates given to
customers in exchange for their selling efforts. The self-insurance
accrual is primarily for workers' compensation and is estimated based
upon historical claim experience.

Foreign Currency Translation: Foreign currency balance sheet
accounts are translated into U.S. dollars at the rates of exchange in
effect at fiscal year end. Income and expenses are translated at the
average rates of exchange in effect during the year. The related
translation adjustments are made directly to a separate component of
stockholders' equity. International subsidiaries operating in highly
inflationary economies translate non-monetary assets at historical
rates, while net monetary assets are translated at current rates, with
the resulting translation adjustment included in net income. Foreign
currency transaction gains and losses were immaterial in 1997, 1996
and 1995.

Earnings per share: The earnings per share amounts are computed
based on the weighted average monthly number of shares outstanding
during the year. "Basic" earnings per share is calculated by dividing
net income (before cumulative effect of accounting change) by weighted
average shares outstanding. "Diluted" earnings per share is
calculated by dividing net income (before cumulative effect of
accounting change) by weighted average shares outstanding, including
the assumption of the exercise and/or conversion of all potentially
dilutive securities ("in the money" stock options and Company-
Obligated Mandatorily Redeemable Convertible Preferred Securities of a
Subsidiary Trust). Effective December 31, 1997, the Company adopted
SFAS No. 128, "Earnings Per Share." As a result, the Company's
reported earnings per share for 1996 and 1995 were restated. The
impact on previously reported earnings per share was immaterial.

Accounting Principles Adopted: In 1995, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of." The adoption of this statement in 1996 was not material
to the consolidated financial statements.

In 1995, FASB also issued SFAS No. 123, "Accounting for Stock
Based Compensation." The Company adopted the disclosure requirements
of this statement (see note 11 to the consolidated financial
statements) and will continue to apply APB Opinion No. 25 to its stock
option plans.

Reclassification: Certain 1996 and 1995 amounts have been
reclassified to conform with the 1997 presentation.

49

2) ACQUISITIONS OF BUSINESSES

1995
- ----

On October 2, 1995, the Company acquired Decorel Incorporated
("Decorel"), a manufacturer and marketer of ready-made picture frames.
Decorel was combined with Intercraft. On November 2, 1995, the
Company acquired Berol Corporation ("Berol"), a designer, manufacturer
and marketer of markers and writing instruments. Berol was combined
with Sanford. For these and other minor 1995 acquisitions, the
Company paid $210.6 million in cash, issued 379,507 shares of the
Company's Common Stock (valued at approximately $9.5 million) and
assumed $144.2 million of debt.

These transactions were accounted for as purchases; therefore
results of operations are included in the accompanying consolidated
financial statements since their respective dates of acquisition. The
acquisition costs were allocated to the fair market value of the
assets acquired and liabilities assumed and resulted in trade names
and goodwill of approximately $181.1 million.

1996 and 1997
- -------------

On January 19, 1996, the Company acquired The Holson Burnes
Group, Inc. ("Holson Burnes"), a manufacturer and marketer of photo
albums and picture frames. Holson Burnes was combined with
Intercraft, creating the Intercraft/Burnes division.

On March 5, 1997, the Company purchased Insilco Corporation's
Rolodex business unit ("Rolodex"), a marketer of office products
including card files, personal organizers and paper punches. Rolodex
was integrated into the Company's Newell Office Products division. On
May 30, 1997, the Company acquired Cooper Industries Incorporated's
Kirsch business ("Kirsch"), a manufacturer and distributor of drapery
hardware and custom window coverings in the United States and
international markets. The Kirsch North American operations were
combined with the Newell Window Furnishings division. The European
operations of Kirsch exist as a separate division called Kirsch Window
Fashions Europe. On June 13, 1997, the Company acquired Rubbermaid
Incorporated's office products business, including the ELDON{R} brand
name (now referred to as "Eldon"). Eldon is a designer, manufacturer
and supplier of computer and plastic desk accessories, resin-based
office furniture and storage and organization products. Eldon was
integrated into the Company's Newell Office Products division. For
these and other minor acquisitions, the Company paid $780.4 million in
cash and assumed $59.9 million of debt. The transactions were
accounted for as purchases; therefore, results of operations are
included in the accompanying consolidated financial statements since
their respective dates of acquisition. The acquisition costs were
allocated on a preliminary basis to the fair market value of the
assets acquired and liabilities assumed and resulted in trade names
and goodwill of approximately $562.4 million. The final adjustments

50

to the purchase price allocations are not expected to be material to
the consolidated financial statements.

The unaudited consolidated results of operations for the years
ended December 31, 1997 and 1996 on a pro forma basis, as though the
Holson Burnes, Rolodex, Kirsch and Eldon businesses had been acquired
on January 1, 1996, are as follows:

1997 1996
---- ----
(In millions, except per share amounts)
Net sales $3,453.4 $3,446.7
Net income 284.4 250.3
Earnings per share 1.79 1.58

51

3) CREDIT ARRANGEMENTS

The Company has short-term foreign and domestic uncommitted lines
of credit with various banks, which are available for short-term
financing. Borrowings under the Company's uncommitted lines of credit
are subject to discretion of the lender. The Company's uncommitted
lines of credit do not have a material impact on the Company's
liquidity. Borrowings under the Company's uncommitted lines of credit
at December 31, 1997 totaled $39.2 million.

The following is a summary of borrowings under foreign and
domestic lines of credit at December 31:

1997 1996 1995
---- ---- ----
(In millions)
Notes payable to banks:
Outstanding at year-end
- borrowing $ 39.2 $ 70.9 $ 104.0
- weighted average
interest rate 4.5% 4.7% 6.6%
Average for the year
- borrowing $ 124.4 $ 99.4 $ 102.4
- weighted average
interest rate 5.4% 5.3% 6.7%
Maximum borrowing
outstanding during
the year $399.3 $120.0 $137.8

The Company can also issue commercial paper, as described in note
4 to the consolidated financial statements. The following is a
summary of commercial paper at December 31:

1997 1996 1995
---- ---- ----
(In millions)
Commercial paper:
Outstanding at year-end
- borrowing $ 517.0 $ 404.0 $ 448.6
- average interest rate 6.5% 5.9% 5.8%
Average for the year
- borrowing $ 731.3 $ 512.3 $ 410.4
- average interest rate 5.6% 5.3% 6.0%
Maximum borrowing
outstanding during
the year $1,177.6 $ 594.0 $ 500.0

52

4) LONG-TERM DEBT

The following is a summary of long-term debt at December 31:

1997 1996 1995
---- ---- ----
(In millions)
Medium-term notes $ 263.0 $ 295.0 $ 345.0
Commercial paper 517.0 404.0 448.6
Other long-term debt 16.7 6.2 27.0
------- ------- -------
796.7 705.2 820.6
Current portion (12.7) (33.2) (59.0)
------- -------- --------
$784.0 $ 672.0 $ 761.6
======= ======== ========

During 1997, the Company amended and restated its revolving
credit agreement to permit the Company to borrow, repay and reborrow
funds in an aggregate amount up to $1.3 billion, at a floating
interest rate. The revolving credit agreement will terminate in
August 2002. At December 31, 1997, there were no borrowings under the
revolving credit agreement.

In lieu of borrowings under the Company's revolving credit
agreement, the Company may issue up to $1.3 billion of commercial
paper. The Company's revolving credit agreement provides the
committed backup liquidity required to issue commercial paper.
Accordingly, commercial paper may only be issued up to the amount
available for borrowing under the Company's revolving credit
agreement. At December 31, 1997, $517.0 million (principal amount) of
commercial paper was outstanding. The entire amount is classified as
Long-Term Debt.

The Company has a universal shelf registration statement under
which the Company may issue up to $500.0 million of debt and equity
securities, subject to market conditions. At December 31, 1997, the
Company had not yet issued any securities under that registration
statement.

At December 31, 1997, the Company had outstanding $263.0 million
(principal amount) of medium-term notes issued under a previous shelf
registration statement with maturities ranging from five to ten years
at an average rate of interest equal to 6.3%.

The revolving credit agreement permits the Company to borrow
funds using Committed loans (Base Rate loans or Committed LIBOR loans)
or Competitive loans (Set Rate loans or Competitive LIBOR loans), as
selected by the Company. The terms of these agreements require, among
other things, that the Company maintain a certain Total Debt to Total
Capital Ratio as defined in these agreements. As of December 31,
1997, the Company was in compliance with these agreements.

53

The aggregate maturities of Long-Term Debt outstanding at
December 31, 1997, are as follows:

Year Aggregate Maturities
---- --------------------
(In millions)

1998 $ 12.7
1999 8.0
2000 148.0
2001 0.9
2002 617.1
Thereafter 10.0
-------
$ 796.7
=======

5) COMPANY-OBLIGATED MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED
SECURITIES OF A SUBSIDIARY TRUST OF THE COMPANY

In December 1997, a wholly owned subsidiary trust of the Company
issued 10,000,000 of its 5.25% convertible quarterly income preferred
securities (the "Convertible Preferred Securities"), with a
liquidation preference of $50 per security, to certain institutional
buyers. The Convertible Preferred Securities represent an undivided
beneficial interest in the assets of the trust. Each of the
Convertible Preferred Securities is convertible at the option of the
holder into shares of the Company's Common Stock at the rate of 0.9865
shares of Common Stock for each preferred security (equivalent to the
approximate conversion price of $50.685 per share of Common Stock),
subject to adjustment in certain circumstances. Holders of the
Convertible Preferred Securities are entitled to a quarterly cash
distribution at the annual rate of 5.25% of the $50 liquidation
preference commencing March 1, 1998. The Convertible Preferred
Securities are subject to a limited guarantee by the Company and are
callable by the Company initially at 103.15% of the liquidation
preference beginning in December 2001 and decreasing over time to 100%
of the liquidation preference beginning in December 2007.

The trust invested the proceeds of this issuance of Convertible
Preferred Securities in $500 million of the Company's 5.25% Junior
Convertible Subordinated Debentures due 2027 (the "Debentures"). The
Debentures are the sole assets of the trust, mature on December 1,
2027, bear interest at the rate of 5.25%, payable quarterly,
commencing March 1, 1998, and are redeemable by the Company beginning
in December 2001. The Company may defer interest payments on the
Debentures for a period not to exceed 20 consecutive quarters during
which time distribution payments on the Convertible Preferred
Securities are also deferred. Under this circumstance, the Company
may not declare or pay any cash distributions with respect to its
capital stock or debt securities that rank pari passu with or junior
to the Debentures. The Company has no current intention to exercise
its right to defer payments of interest on the Debentures.

54

The Convertible Preferred Securities are reflected as outstanding
in the Company's consolidated financial statements as Company-
Obligated Mandatorily Redeemable Convertible Preferred Securities of a
Subsidiary Trust.

6) DERIVATIVE FINANCIAL INSTRUMENTS

The Company has only limited involvement with derivative
financial instruments and does not use them for trading purposes.
They are used to manage certain interest rate and foreign currency
risks.

Interest rate swap agreements are utilized to convert certain
floating rate debt instruments into fixed rate debt. Cash flows
related to interest rate swap agreements are included in interest
expense over the terms of the agreements.

The Company uses forward exchange contracts and options to hedge
certain purchase commitments denominated in currencies other than the
domestic currency. Unamortized premiums are included in other assets
in the consolidated balance sheets. Gains and losses relating to
qualifying hedges of firm commitments are deferred and are recognized
in income or expense as adjustments of carrying amounts when the
hedged transaction occurs.

The Company does not obtain collateral or other security to
support derivative financial instruments subject to credit risk but
monitors the credit standing of the counterparties.

7) LEASES

The Company has minimum rental payments through the year 2007
under noncancellable operating leases as follows:

Year Minimum Payments
----- ----------------
(In millions)

1998 $23.2

1999 15.2

2000 9.9

2001 8.0

2002 6.2

Thereafter 15.6
-----
$78.1

55

Total rental expense for all operating leases was approximately
$50.4 million, $45.0 million and $38.3 million in 1997, 1996 and 1995,
respectively.

8) EMPLOYEE BENEFIT RETIREMENT PLANS

The Company and its subsidiaries have noncontributory pension and
profit sharing plans covering substantially all of its foreign and
domestic employees. Pension plan benefits are generally based on
years of service and/or compensation. The Company's funding policy is
to contribute not less than the minimum amounts required by the
Employee Retirement Income Security Act of 1974 or local statutes to
assure that plan assets will be adequate to provide retirement
benefits. Due to the overfunded status of most of the pension plans,
contributions to these plans were insignificant during the past three
years.

The net periodic pension cost components for all significant
pension plans for the years ended December 31 are as follows:

1997 1996 1995
---- ---- ----
(In millions)

Service cost-benefits earned
during the year $ 15.7 $ 16.0 $ 14.3

Interest cost on projected
benefit obligation 38.5 36.1 35.0

Actual return on assets (124.1) (74.0) (64.0)

Net amortization and
other components 70.7 24.3 17.5
----- ---- ----
Total pension
plan expense $ 0.8 $ 2.4 $ 2.8
===== ==== ====

The principal actuarial assumptions used are as follows:

1997 1996 1995
---- ---- ----
(In percent)

Measurement of projected
benefit obligation:
Discount rate 7.75% 7.75% 7.75%
Long-term rate of
compensation increase 5.00% 5.00% 5.00%
Long-term rate of return
on plan assets 9.00% 9.00% 9.00%

56

The following table sets forth the funded status of the pension
plans and the amount recognized in the Company's consolidated balance
sheets:

Plans Whose Assets Exceed
Accumulated Benefits

1997 1996 1995
---- ---- ----
(In millions)

Actuarial present value of
benefit obligations:
- Vested $467.7 $413.9 $329.0
- Nonvested 13.1 10.6 10.1
----- ----- -----
Accumulated benefit
obligation 480.8 424.5 339.1
Effect of projected future
salary increases 26.5 20.5 15.2
----- ----- -----
Projected benefit
obligation 507.3 445.0 354.3
Plan assets at
market value (primarily
Common Stock and
fixed income investments) 713.8 585.8 463.1
----- ----- -----
Plan assets in excess of
projected benefit
obligation 206.5 140.8 108.8
Unrecognized transition
net asset (6.0) (7.3) (4.5)
Unrecognized prior
service cost (7.1) (7.7) (3.0)
Unrecognized net gain (116.0) (54.5) (21.9)
----- ----- -----
Net pension asset in
Other Non-current
Assets $ 77.4 $ 71.3 $ 79.4
===== ===== =====

57

Plans Whose Accumulated
Benefits Exceed Assets

1997 1996 1995(1)
---- ---- ----
(In millions)

Actuarial present value of
benefit obligations:
Vested $ 43.2 $ 17.8 $ 89.2
Nonvested 11.9 9.1 10.5
----- ----- -----
Accumulated benefit
obligation 55.1 26.9 99.7
Effect of projected future
salary increases 13.3 10.3 17.9
----- ----- -----
Projected benefit
obligation 68.4 37.2 117.6
Plan assets at
market value (primarily
Common Stock and
fixed income investments) 22.2 - 75.9
----- ----- -----
Plan assets less than
projected benefit
obligation (46.2) (37.2) (41.7)
Unrecognized transition
net (asset) obligation 0.6 2.3 (3.1)
Unrecognized prior
service cost 2.1 0.9 1.1
Unrecognized net loss 10.9 7.5 11.3
----- ----- -----
Net pension liability
in Other Non-current
Liabilities $(32.6) $(26.5) $(32.4)
===== ===== =====

(1) During 1995, the defined benefit plan covering certain hourly
employees contained a temporary unfunded obligation. This plan
was fully funded in 1996.

Total expense under all profit sharing plans was $7.6 million,
$6.6 million and $5.5 million for the years ended December 31, 1997,
1996 and 1995, respectively.

58

9) RETIREE HEALTH CARE

Several of the Company's subsidiaries currently provide retiree
health care benefits for certain employee groups.

The components of the net postretirement health care cost for the
years ended December 31 are as follows:

1997 1996 1995
---- ---- ----
(In millions)

Service cost-benefits
attributed to service
during the period $1.6 $2.1 $1.7
Interest cost on accumulated
postretirement benefit
obligation 8.0 7.7 7.5
Net amortization
and deferral (0.2) (0.3) (0.5)
--- --- ---
Net postretirement
health care cost $9.4 $9.5 $8.7
=== === ===

The following table reconciles the accumulated postretirement
benefit obligation as recognized in the Company's consolidated balance
sheets at December 31:

1997 1996 1995
---- ---- ----
(In millions)

Accumulated postretirement
benefit obligation:
Retirees $ (88.0) $ (63.5) $ (67.4)
Fully eligible active
plan participants (3.1) (5.5) (5.6)
Other active plan
participants (23.8) (28.1) (23.4)
---- ---- ----
Accumulated postretirement
benefit obligation (114.9) (97.1) (96.4)
Market value of assets - - -
----- ---- ----
Funded status (114.9) (97.1) (96.4)
Unrecognized net gain (18.3) (13.0) (13.0)

Other Non-current
Liability $(133.2) $(110.1) $(109.4)
===== ===== =====

The actuarial calculation assumed a 9% increase in the health
care cost trend rate for fiscal year 1997. The assumed rate decreases

59

one percent every year through the year 2000 to 6% and remains
constant beyond that point. The health care cost trend rate has a
significant effect on the amounts reported. For example, a one
percentage point increase in the health care cost trend rate would
increase the accumulated postretirement benefit obligation by $5.7
million and increase net periodic cost by $0.8 million. The discount
rate used in determining the accumulated postretirement benefit
obligation was 7.5% in 1997 and 7.75% in both 1996 and 1995.

10) STOCKHOLDERS' EQUITY

The Company's Common Stock consists of 400.0 million authorized
shares, with a par value of $1 per share. Of the total unissued
common shares at December 31, 1997, total shares in reserve included
8.5 million shares for issuance under the Company's stock option
plans.

Each share of Common Stock includes a preferred stock purchase
right (a "Right"). Each Right will entitle the holder, until the
earlier of October 31, 1998 or the redemption of the Rights, to buy
one four-hundredth of a share of a new series of preferred stock,
denominated "Junior Participating Preferred Stock, Series B," at a
price of $25 per one four-hundredth of a share (as adjusted to reflect
stock splits since the issuance of the Rights). This preferred stock
is nonredeemable and will have 100 votes per share. The Company has
reserved 500,000 Series B preferred shares for issuance upon exercise
of such Rights. The Rights will be exercisable only if a person or
group acquires 20% or more of voting power of the Company or announces
a tender offer following which it would hold 30% or more of the
Company's voting power.

In the event that any person becomes the beneficial owner of 30%
or more of the Company's voting stock, the Rights (other than Rights
held by the 30% stockholder) would become exercisable for that number
of shares of the Company's Common Stock having a market value of two
times the exercise price of the Right. Furthermore, if, following the
acquisition by a person or group of 20% or more of the Company's
voting stock, the Company was acquired in a merger or other business
combination or 50% or more of its assets were sold, or in the event of
certain types of self-dealing transactions by a 20% stockholder, each
Right (other than Rights held by the 20% stockholder) would become
exercisable for that number of shares of Common Stock of the Company
(or the surviving company in a business combination) having a market
value of two times the exercise price of the Right.

The Company may redeem the Rights at one cent per Right prior to
the occurrence of an event that causes the Rights to become
exercisable for Common Stock. The Board of Directors may terminate
the Company's right to redeem the Rights prior to the time the Rights
become exercisable for Common Stock at any time after a group or
person acquires 20% or more of the Company's voting stock under
certain circumstances.

60

11) STOCK OPTIONS

The Company's stock option plans are accounted for under APB
Opinion No. 25. As a result, the Company grants fixed stock options
under which no compensation cost is recognized. Had compensation cost
for the plans been determined consistent with FASB Statement No. 123,
the Company's net income and earnings per share would have been
reduced to the following pro forma amounts for the years ended
December 31:

1997 1996
---- ----
(In thousands, except per share data)

Net income: As reported $290,402 $256,479
Pro forma 287,249 254,787

Basic EPS: As reported $1.83 $1.62
Pro forma 1.81 1.60

Because the FASB Statement No. 123 method of accounting has not
been applied to options granted prior to January 1, 1995, the
resulting pro forma compensation cost may not be representative of
that to be expected in future years.

The Company may grant up to 8.0 million shares under the 1993
Stock Option Plan, of which, the Company has granted 1.9 million
shares and cancelled 0.3 million shares through December 31, 1997.
Under this plan, the option exercise price equals the Common Stock's
closing price on the date of grant, vests over a five-year period and
expires after ten years.

61

The following summarizes the changes in number of shares of
Common Stock under option:

1997
--------------

Weighted Average
Shares Exercise Price
------ ----------------

Outstanding at
beginning of year 1,860,064 $22
- Granted 395,600 38
- Exercised (364,587) 18
- Cancelled (68,688) 22
---------
Outstanding at
end of year 1,822,389 25
=========

Exercisable at
end of year 886,445 19
=========
Weighted average
fair value of
options granted
during the year $ 13
=========

The 1,822,389 options outstanding at December 31, 1997 have
exercise prices between $12 and $43 and are summarized below:

Options Outstanding
--------------------------------------------------------

Weighted
Range of Number Weighted Average
Exercise Outstanding at Average Remaining
Prices December 31, 1997 Exercise Price Contractual Life
- -------- ----------------- -------------- ----------------
$12-15 201,914 $14 3
16-25 905,025 20 6
26-35 327,950 20 8
36-43 387,500 37 9
---------
12-43 1,822,389 25 7
=========

62

The 886,445 options exercisable at December 31, 1997 have
exercise prices between $12 and $35 and are summarized below:

Options Exercisable
-----------------------------------

Range of Number Weighted
Exercise Exercisable at Average
Prices December 31, 1997 Exercise Price
- -------- ----------------- --------------
$12-15 191,914 $14
16-25 625,661 20
26-35 68,870 27
-------
12-35 886,445 19
=======

1996
--------------
Weighted Average
Shares Exercise Price
------ ----------------

Outstanding at
beginning of year 1,945,730 $20
- Granted 301,850 28
- Exercised (243,596) 17
- Cancelled (143,920) 21
---------
Outstanding at
end of year 1,860,064 22
=========
Exercisable at end of year 999,118 18
=========
Weighted average fair value of
options granted during
the year $10
=========

63

1995
--------------

Weighted Average
Shares Exercise Price
------ ----------------

Outstanding at
beginning of year 2,155,758 $19
- Granted 284,250 24
- Exercised (411,528) 16
- Cancelled (82,750) 21
---------
Outstanding at
end of year 1,945,730 20
=========
Exercisable at
end of year 1,113,118 17
=========
Weighted average
fair value of
options granted
during the year $9
=========

The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option pricing model with the following
assumptions used for grants in 1997, 1996 and 1995, respectively:
risk-free interest rate of 6.3%, 6.4% and 6.6%; expected dividend
yields of 1.8%, 1.8% and 1.8%; expected lives of 9.9, 9.9 and 9.5
years; and expected volatility of 23%, 20% and 20%.

12) INCOME TAXES

The provision for income taxes for the years ended December 31
consists of the following:

1997 1996 1995
------ ------ ------
(In millions)

Current:
- Federal $ 95.1 $ 97.3 $ 89.3
- State 17.2 15.5 15.9
- Foreign 19.1 10.6 2.4
------ ------ ------
131.4 123.4 107.6
Deferred 59.0 44.7 40.7
------ ------ ------
Total $190.4 $168.1 $148.3
====== ====== ======

64

The components of the net deferred tax asset at December 31 are
as follows:

1997 1996 1995
---- ---- ----
(In millions)

Deferred tax assets:
-Accruals, not currently
deductible for tax purposes $115.3 $108.0 $105.1
-Postretirement liabilities 52.6 43.5 43.6
-Inventory reserves 33.7 28.3 16.5
-Self-insurance liability 15.4 16.5 13.2
-Other 0.3 1.4 0.8
----- ----- -----
217.3 197.7 179.2

Deferred tax liabilities:
-Accelerated depreciation (59.4) (46.4) (45.5)
-Prepaid pension asset (31.1) (30.5) (31.6)
-Unrealized gain on
securities available
for sale (51.5) (23.9) (10.6)
-Amortization of intangibles (11.9) (4.1) -
-Other (23.1) (19.1) (15.0)
----- ----- -----
(177.0) (124.0) (102.7)
----- ----- -----

Net deferred tax asset $ 40.3 $ 73.7 $ 76.5
====== ====== ======

The net deferred tax asset is classified in the consolidated
balance sheets at December 31 as follows:

1997 1996 1995
---- ---- ----
(In millions)

Current net deferred
income tax asset $130.4 $121.2 $107.5
Non-current deferred
income tax liability (90.1) (47.5) (31.0)
----- ----- -----
$ 40.3 $ 73.7 $ 76.5
===== ===== =====

65

A reconciliation of the U.S. statutory rate to the effective
income tax rate for the years ended December 31 is as follows:

1997 1996 1995
---- ---- ----
(In percent)

Statutory rate 35.0% 35.0% 35.0%
Add (deduct) effect of:
-State income taxes, net
of federal income tax effect 3.6 3.6 4.3
-Nondeductible trade names
and goodwill amortization 1.6 1.5 1.4
-Other (0.6) (0.5) (0.7)
--- --- ---
Effective rate 39.6% 39.6% 40.0%
==== ==== ====

No U.S. deferred taxes have been provided on the undistributed
non-U.S. subsidiary earnings which are considered to be permanently
invested. At December 31, 1997, the estimated amount of total
unremitted non-U.S. subsidiary earnings is $62.9 million.

The non-U.S. component of income before income taxes was $64.5
million in 1997, $40.4 million in 1996 and $19.3 million in 1995.

13) OTHER NONOPERATING EXPENSES (INCOME)

Total other nonoperating expenses (income) for the years ended
December 31 consist of the following:

1997 1996 1995
---- ---- ----
(In millions)
Trade names and goodwill
amortization $31.9 $23.6 $19.3
Equity earnings* (5.8) (6.4) (6.0)
Interest income (5.3) (3.7) (1.9)
Dividend income (4.0) (11.0) (12.8)
Net gain on marketable
equity securities (2.9) - (15.8)
Minority interest in income
of subsidiary trust 1.5 - -
Write-downs in carrying value
of a long-term foreign
investment accounted for
under the equity method - 1.3 16.0
Other 1.8 0.3 0.1
---- ---- ----
$17.2 $ 4.1 $(1.1)
===== ===== =====

* Equity earnings in American Tool Companies, Inc., in which the
Company has a 49% interest.

66

14) OTHER OPERATING INFORMATION

Industry Segment Information

The Company is a manufacturer and full-service marketer of staple
consumer products sold to high-volume purchasers, including, but not
limited to, discount stores and warehouse clubs, home centers and
hardware stores, and office superstores and contract stationers. The
Company's multi-product offering consists of products in three major
product groups: Hardware and Home Furnishings, Office Products, and
Housewares.

Product Principal
Product Group Categories Brands (1)
- ------------- ---------- ----------
Hardware and Window Treatments Levolor
Home Furnishings LouverDrape
Del Mar
Newell
Kirsch

Hardware Amerock
and Tools Bulldog
EZ Paintr
BernzOmatic

Picture Frames Intercraft
Decorel
Burnes of Boston
Holson

Home Storage Lee Rowan
Products System Works

- ---------------------------------------------------------------------

Office Products Markers and Writing Sanford
Instruments Eberhard Faber
Berol

Office Storage and Rogers
Organization Eldon
Rolodex

School Supplies Stuart Hall
and Stationery

- ---------------------------------------------------------------------

Housewares Glassware and Anchor Hocking
Plasticware Pyrex (2)

Aluminum Cookware Mirro
and Bakeware WearEver

67

Product Principal
Product Group Categories Brands (1)
- ------------- ---------- ----------
Housewares Hair Accessories Goody
Ace
Wilhold

(1) All listed brand names are trademarks, which are registered in
the United States Patent and Trademark Office.

(2) Used under exclusive license from Corning Incorporated and its
subsidiaries in Europe, the Middle East and Africa only.

Sales to Wal-Mart Stores, Inc. and subsidiaries amounted to
approximately 15% of consolidated net sales in both 1997 and 1996 and
14% in 1995. Sales to each of the Company's other customers,
individually, amounted to less than 10% of consolidated net sales.

Geographic Information

Prior to the 1994 acquisition of Newell Europe, the 1995
acquisition of Berol, and the 1997 acquisition of Kirsch, the Company
operated principally in the United States. The Company now operates
in several non-U.S. locations, including Australia, Canada, Colombia,
England, France, Germany, Italy, Mexico, Portugal, Spain, Sweden and
Venezuela. Summary financial information by geographic area included
in the consolidated financial statements as of and for the years ended
December 31 is as follows:

1997 1996 1995
----------------- ---------------- -------------------
% of % of % of
$ Total $ Total $ Total
------- ----- ------- ----- ------- -----
(In millions) (In millions) (In millions)

Net sales:
-U.S. $2,694.7 83.3% $2,458.2 85.6% $2,157.0 86.3%
-Non-U.S. 539.6 16.7 414.6 14.4 341.4 13.7
------- ----- ------- ----- ------- -----
Total $3,234.3 100.0% $2,872.8 100.0% $2,498.4 100.0%
======= ===== ======= ===== ======= =====
Operating income:
-U.S. $ 494.5 86.5% $ 437.7 90.1% 389.1 92.8%
-Non-U.S. 77.1 13.5 48.0 9.9 30.4 7.2
------- ----- ------- ----- ------- -----
Total $ 571.6 100.0% $ 485.7 100.0% $ 419.5 100.0%
======= ===== ======= ===== ======= =====
Total assets at December 31:
-U.S. $3,274.1 83.0% $2,573.2 85.6% $2,501.0 85.4%
-Non-U.S. 669.7 17.0 431.9 14.4 426.1 14.6
------- ----- ------- ----- ------- -----
Total $3,943.8 100.0% $3,005.1 100.0% $2,927.1 100.0%
======= ===== ======= ===== ======= =====

68

Sales between geographic areas are not material. The Company's
export sales, defined as sales of products made in the U.S. and sold
primarily by the Company's export division to foreign customers, were
approximately 2.8% of consolidated net sales in 1997, 2.5% in 1996 and
2.9% in 1995 (financial information is included in the non-U.S.
category in the tables above).

15) LITIGATION

The Company and its subsidiaries are subject to certain legal
proceedings and claims, including the environmental matters described
below, that have arisen in the ordinary conduct of its business.

As of December 31, 1997, the Company was involved in various
matters concerning federal and state environmental laws and
regulations, including 35 matters in which they have been identified
by the U.S. Environmental Protection Agency and certain state
environmental agencies as potentially responsible parties ("PRPs") at
contaminated sites under the Federal Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") and equivalent
state laws.

In assessing its environmental response costs, the Company has
considered several factors, including: the extent of the Company's
volumetric contribution at each site relative to that of other PRPs;
the kind of waste; the terms of existing cost sharing and other
applicable agreements; the financial ability of other PRPs to share in
the payment of requisite costs; the Company's prior experience with
similar sites; environmental studies and cost estimates available to
the Company; the effects of inflation on cost estimates; and the
extent to which the Company's and other parties' status as PRPs are
disputed.

Based on information available to it, the Company's estimate of
environmental response costs associated with these matters as of
December 31, 1997 ranged between $16.7 million and $24.1 million. As
of December 31, 1997, the Company had a reserve equal to $20.3 million
for such environmental response costs in the aggregate. No insurance
recovery was taken into account in determining the Company's cost
estimates or reserve, nor do the Company's cost estimates or reserve
reflect any discounting for present value purposes.

Because of the uncertainties associated with environmental
investigations and response activities, the possibility that the
Company could be identified as a PRP at sites identified in the future
that require the incurrence of environmental response costs and the
possibility of additional sites as a result of businesses acquired,
actual costs to be incurred by the Company may vary from the Company's
estimates.

Subject to difficulties in estimating future environmental
response costs, the Company does not expect that any sum it may have
to pay in connection with environmental matters in excess of amounts

69

reserved will have a material adverse effect on its consolidated
financial statements.

The Company is involved in several legal proceedings relating to
the importation and distribution of vinyl mini-blinds made with
plastic containing lead stabilizers. In 1996, the Consumer Product
Safety Commission found that such stabilizers deteriorate over time
from exposure to sunlight and heat, causing lead dust to form on
mini-blind surfaces and presenting a health risk to children under six
years of age.

In July 1996, the California Attorney General and the Alameda
County District Attorney filed a civil suit against 12 named
companies, including a subsidiary of the Company, alleging failure to
warn consumers adequately about the presence of lead in accordance
with California law and seeking injunctions, civil penalties and
restitutionary relief.

In August 1996, 15 companies, including a subsidiary of the
Company, were named as defendants in a national and California private
class action in Sacramento County Superior Court. In October 1997, 16
additional companies were named as defendants in this case, in which
the plaintiffs currently allege that the Company's subsidiary used
false and misleading advertising and employed unfair or fraudulent
business practices in connection with the presence of lead in their
blinds.

The plaintiffs seek injunctive relief, restitution of purchase
price, suit costs, and reasonable attorneys' fees with respect to
their claims against the Company's subsidiary. The Company has agreed
to indemnify several of its retail customers that are named as
defendants in one or both of these cases for liability directly
related to actions or omissions of the Company. These two cases were
coordinated in 1997, a coordination trial judge was appointed, and
discovery is proceeding.

In February 1997, a subsidiary of the Company was named as the
defendant in another case involving the importation and distribution
of vinyl mini-blinds containing lead, which was filed as an Illinois
and national private class action in the Cook County Chancery
Division. In this case, the plaintiffs alleged violations of the
Illinois Consumer Fraud and Deceptive Trade Practices Act and the
Illinois version of the Uniform Deceptive Trade Practices Act, breach
of implied warranty, fraud, negligent misrepresentation, negligence,
unjust enrichment, and reception and retention of money unlawfully
received. The plaintiffs seek injunctive relief, unspecified damages,
suit costs and punitive damages.

Although management of the Company cannot predict the ultimate
outcome of these matters with certainty, it believes that their
ultimate resolution will not have a material effect on the Company's
consolidated financial statements.

70

Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure
- ---------------------------------------------------------------------

None.

71

PART III
--------

Item 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------

Information regarding executive officers of the Company is
included as a Supplementary Item at the end of Part I of this Form
10-K.

Information regarding directors of the Company is included in the
Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders to be held May 13, 1998 ("Proxy Statement") under the
caption "Proposal 1 Election of Directors," which information is
hereby incorporated by reference herein.

Information regarding compliance with Section 16(a) of the
Exchange Act is included in the Proxy Statement under the caption
"Section 16(a) Beneficial Ownership Compliance Reporting," which
information is hereby incorporated by reference herein.

72

Item 11. Executive Compensation
- --------------------------------

Information regarding executive compensation is included in the
Proxy Statement under the caption "Proposal 1 - Election of Directors
- - Information Regarding Board of Directors and Committees," the
captions "Executive Compensation - Summary; - Option Grants in 1997; -
Option Exercises in 1997; - Pension and Retirement Plans; - Employment
Security Agreements," and the caption "Executive Compensation
Committee Interlocks and Insider Participation," which information is
hereby incorporated by reference herein.

73

Item 12. Security Ownership of Certain Beneficial Owners and
Management
- -------------------------------------------------------------

Information regarding security ownership is included in the Proxy
Statement under the caption "Certain Beneficial Owners," which
information is hereby incorporated by reference herein.

74

Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------

Not applicable.

75

PART IV
-------

Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
- ----------------------------------------------------------------

(a)(1) The following is a list of the financial statements of
Newell Co. included in this report on Form 10-K which are filed
herewith pursuant to Item 8:

Report of Independent Public Accountants

Consolidated Statements of Income - Years Ended December 31,
1997, 1996 and 1995

Consolidated Balance Sheets - December 31, 1997, 1996 and 1995

Consolidated Statements of Cash Flows - Years Ended December 31,
1997, 1996 and 1995

Consolidated Statements of Stockholders' Equity - Years Ended
December 31, 1997, 1996 and 1995

Notes to Consolidated Financial Statements - December 31, 1997,
1996 and 1995

(2) The following consolidated financial statement schedule of
the Company included in this report on Form 10-K is filed
herewith pursuant to Item 14(d) and appears immediately preceding
the Exhibit Index:

SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
--------------------------------------------------

(3) The exhibits filed herewith are listed on the Exhibit Index
filed as part of this report on Form 10-K. Each management
contract or compensatory plan or arrangement of the Company
listed on the Exhibit Index is separately identified by an
asterisk.

(b) Reports on Form 8-K:

Registrant filed a Report on Form 8-K, dated December 12, 1997,
relating to the public announcement of its completion of a
private placement of $500,000,000 of convertible preferred
securities of a subsidiary trust.

76

SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
-------------------------------------------------

Additions
----------------------
Charged Charged
Balance at to Costs to Other Balance at
Beginning and Accounts Deductions End of
Description of Period Expenses (A) (B) Period
- ----------- --------- -------- -------- ---------- -----------

Allowance for
doubtful accounts
for the years ended:
December 31, 1997 $ 13,190 $3,899 $8,321 $(7,737) $17,673
December 31, 1996 11,014 6,034 2,200 (6,058) 13,190
December 31, 1995 10,886 2,838 1,990 (4,700) 11,014

Note A - Represents recovery of accounts previously written off, along with
reserves of acquired businesses.

Note B - Represents accounts charged off.

Balance at Balance at
Beginning Other End of
of Period Provision Write-offs (C) Period
--------- --------- ---------- ------- ----------

Inventory reserves for
the years ended:
December 31, 1997 $ 81,154 $22,569 $(30,332) $19,203 $92,594
December 31, 1996 67,275 22,251 (30,721) 22,349 81,154
December 31, 1995 51,599 8,621 (17,200) 24,255 67,275

Note C - Represents reserves of acquired businesses, including provisions for
product line rationalization.

77

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

NEWELL CO.
Registrant
By /s/ William T. Alldredge
------------------------
William T. Alldredge
Vice President-Finance
Date March 5, 1998
------------------

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on March 5, 1998, by the
following persons on behalf of the Registrant and in the capacities
indicated.

Signature Title
--------- -----

/s/ William P. Sovey Chairman of the Board and Director
- --------------------------------
William P. Sovey

/s/ John J. McDonough Vice Chairman of the Board, Chief
- -------------------------------- Executive Officer and Director
John J. McDonough (Principal Executive Officer)

/s/ Thomas A. Ferguson, Jr. President and Chief Operating Officer
- -------------------------------- and Director
Thomas A. Ferguson, Jr.

/s/ Donald L. Krause Senior Vice President-Corporate Controller
- -------------------------------- (Principal Accounting Officer)
Donald L. Krause

/s/ William T. Alldredge Vice President-Finance
- ------------------------------- (Principal Financial Officer)
William T. Alldredge

/s/ Alton F. Doody Director
- ------------------------------
Alton F. Doody

/s/ Gary H. Driggs Director
- ------------------------------
Gary H. Driggs

78

/s/ Daniel C. Ferguson Director
- ------------------------------
Daniel C. Ferguson

/s/ Robert L. Katz Director
- ------------------------------
Robert L. Katz

/s/ Elizabeth Cuthbert Millett Director
- ------------------------------
Elizabeth Cuthbert Millett

/s/ Cynthia A. Montgomery Director
- ------------------------------
Cynthia A. Montgomery

/s/ Allan P. Newell Director
- ------------------------------
Allan P. Newell

/s/ Henry B. Pearsall Director
- ------------------------------
Henry B. Pearsall

79

(C) EXHIBIT INDEX

Exhibit
Number Description of Exhibit
------- ----------------------

Item 3. Articles of 3.1 Restated Certificate of Incorporation of Newell Co., as amended as of
Incorporation September 7, 1995 (incorporated by reference to Exhibit 3.1 to the
and By-Laws Company's Annual Report on Form 10-K for the year ended December 31, 1995
(the "1995 Form 10-K").

3.2 By-Laws of Newell Co., as amended through November 9, 1995 (incorporated by
reference to Exhibit 4.2 to Pre-effective Amendment No. 1 to the Company's
Registration Statement on Form S-3, Reg. No.33-64225, filed January 23,
1996).

Item 4. Instruments 4.1 Restated Certificate of Incorporation of Newell Co., as amended as
defining the of September 7, 1995, is included in Item 3.1.
rights of
security
holders,
including
indentures

4.2 By-Laws of Newell Co., as amended through November 9, 1995, are
included in Item 3.2.

4.3 Rights Agreement dated as of October 20, 1988 between the
Company and First Chicago Trust Company of New York (formerly
known as Morgan Shareholders Services Trust Company)(incorporated by
reference to Exhibit 4 to the Company's Current Report on Form 8-K dated
October 25, 1988).

4.4 Indenture dated as of April 15, 1992, between the Company and The Chase
Manhattan Bank (National Association), Trustee (incorporated by reference to
Exhibit 4.4 to the Company's Report on Form 8 amending the Company's
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1992).

Pursuant to item 601(b)(4)(iii)(A) of Regulation S-K, the Company is not
filing certain documents. The Company agrees to furnish a copy of each such
document upon the request of the Commission.

Item 10. Material *10.1 The Newell Long-Term Savings and Investment Plan, as amended and
Contracts restated effective May 1, 1993 (incorporated by reference to Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1993 (the "June 1993 Form 10-Q")).

*10.2 The Company's Amended and Restated 1984 Stock Option Plan, as amended
through February 14, 1990 (incorporated by reference to Exhibit 10.2 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1990
(the "1990 Form 10-K")).

*10.3 Newell Co. Deferred Compensation Plan, as amended, effective October 23,
1986 (incorporated by reference to Exhibit 10.3 to the 1995 Form 10-K.

PAGE 80

*10.4 Newell Operating Company's ROA Cash Bonus Plan, effective January 1, 1977,
as amended (incorporated by reference to Exhibit 10.8 to the 1981 Form
S-14).

*10.5 Newell Operating Company's ROI Cash Bonus Plan, effective July 1, 1966, as
amended (incorporated by reference to Exhibit 10.9 to the 1981 Form S-14).

*10.6 Newell Operating Company's Pension Plan for Salaried and Clerical Employees,
as amended and restated, effective January 1, 1989 (incorporated by
reference to Exhibit 10.2 to the June 1993 Form 10-Q).

*10.7 Newell Operating Company's Pension Plan for Factory and Distribution
Hourly-Paid Employees, as amended and restated, effective January 1, 1984
(incorporated by reference to Exhibit 10.10 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1985 (File No. 0-7843) (the
"1985 Form 10-K").

*10.8 Newell Operating Company's Supplemental Retirement Plan for Key Executives,
effective January 1, 1982, as amended (incorporated by reference to
Amendment No. 2 to the Company's Registration Statement on Form S-14, File
No. 2-71121, filed February 2, 1982).

*10.9 Form of Employment Security Agreement with six executive officers
(incorporated by reference to Exhibit 10.10 to the 1990 Form 10-K).

10.10 Form of Placement Agency Agreement relating to private placement to
accredited investors of unsecured notes of the Company (incorporated by
reference to Exhibit 10.20 to the 1993 Form 10-K).

10.11 Amended and Restated Credit Agreement dated as of June 12, 1995 and amended
and restated as of August 5, 1997 among the Company, certain of its affiliates,
The Chase Manhattan Bank (National Association), as Agent, and the banks whose
names appear on the signature pages thereto (incorporated by reference to
Exhibit 10.17 to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997).

10.12 Amended and Restated Trust Agreement, dated as of December 12, 1997 among
Newell Co., as Depositor, The Chase Manhattan Bank, as Property Trustee,
Chase Manhattan Delaware Trustee and C.R. Davenport, Brett E. Gries
and Ronn L. Claussen, as Administrative Trustees (incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement on Form
S-3, File No. 333-47261, filed March 3, 1998 (the "1998 Form S-3").

10.13 Junior Convertible Subordinated Indenture for the 5.25% Convertible
Subordinated Debentures, dated as of December 12, 1997, among Newell Co. and
The Chase Manhattan Bank, as Indenture Trustee (incorporated by reference to
Exhibit 4.3 to the 1998 Form S-3).

10.14 Registration Rights Agreement, dated December 12, 1997, between Newell
Financial Trust I and Goldman, Sachs & Co., Morgan Stanley & Co.
Incorporated, Robert W. Baird & Co. Incorporated, Bear, Sterns & Co. Inc.
and Merrill Lynch & Co., as Initial Purchasers (incorporated by reference to
Exhibit 10.1 to the 1998 Form S-3).

PAGE 81

10.15 Shareholders' Agreement and Irrevocable Proxy, dated as of June 21, 1985,
among American Tool Companies, Inc., Newell Co., Allen D. Petersen,
Kenneth L. Cheloha, Robert W. Brady, William L. Kiburz, Flemming Andresen
and Ane C. Patterson.

10.16 Newell Co. 1993 Stock Option Plan, effective February 9, 1993, as amended
through November 6, 1997.

Item 11. Exhibit 11 Statement of Computation of Earnings per Share of Common Stock.

Item 12. Exhibit 12 Statement of Computation of Earnings to Fixed Charges.

Item 21. Subsidiaries 21.1 Significant Subsidiaries of the Company.
of the
Registrant

Item 23. Consent of 23.1 Consent of Arthur Andersen LLP.
experts and
counsel

Item 27. Financial 27 Financial Data Schedule.
Data Schedule

Item 99. Additional 99 Safe Harbor Statement.
Exhibits

* Management contract or compensatory plan or arrangement of the Company.