1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 1998 - -------------------------------------------------------------------------------- For the twelve-month period ended December 31, 1998. Commission file number: 1-4188 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: RUBBERMAID RETIREMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Newell Rubbermaid Inc. 29 East Stephenson Street Newell Center Freeport, Illinois 61032 1

2 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Plan has duly caused this annual report to be signed on its behalf by the ucndersigned hereunto duly authorized. RUBBERMAID RETIREMENT PLAN Dated: June __, 1999 /s/ Clarence R. Davenport ------------------------- Clarence R. Davenport 2

3 RUBBERMAID RETIREMENT PLAN Financial Statements December 31, 1998 and 1997 (With Independent Auditors' Report Thereon) 3

4 RUBBERMAID RETIREMENT PLAN TABLE OF CONTENTS PAGE Independent Auditors' Report..................................................... 5 FINANCIAL STATEMENTS Statements of Assets Available for Benefits, with Fund Information............... 6 Statement of Changes in Assets Available for Benefits, with Fund Information..... 10 Notes to Financial Statements.................................................... 12 EXHIBITS Exhibit 23 -- Consent of Independent Auditors.................................... 20 4

5 INDEPENDENT AUDITORS' REPORT Plan Administrator of Rubbermaid Retirement Plan: We have audited the accompanying statements of assets available for benefits of the Rubbermaid Retirement Plan (Plan) as of December 31, 1998 and 1997, and the related statement of changes in assets available for benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these 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 assets available for benefits of the Plan as of December 31, 1998 and 1997, and the changes in assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements of the Plan taken as a whole. The Fund Information in the statements of assets available for benefits and the statement of changes in assets available for benefits is presented for purposes of additional analysis rather than to present the assets available for benefits and changes in assets available for benefits of each fund. The Fund Information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Cleveland, Ohio March 31, 1999 5

6 RUBBERMAID RETIREMENT PLAN Statement of Assets Available for Benefits, with Fund Information December 31, 1998 ---------------------------------------------------------------------------------------- STABLE INVESCO RUBBERMAID FIDELITY FIDELITY VALUE DYNAMICS UNITIZED PURITAN MAGELLAN FUND STOCK FUND STOCK FUND FUND FUND ----------------- ---------------- ------------------ ----------------- ---------------- Assets: Investments, primarily at fair value - Plan interest in investments of the Rubbermaid Master Trust 151,179,801 90,348 10,246,327 16,152,817 28,691,591 ----------------- ---------------- ------------------ ----------------- ---------------- Total investments 151,179,801 90,348 10,246,327 16,152,817 28,691,591 Receivables: Employer contribution -- -- -- -- -- Participant contributions -- -- -- -- -- ----------------- ---------------- ------------------ ----------------- ---------------- Assets available for benefits 151,179,801 90,348 10,246,327 16,152,817 28,691,591 ================= ================ ================== ================= ================ See accompanying notes to financial statements. 6

7 PARTICIPANT-DIRECTED ---------------------------------------------------------------------------------------- FIDELITY FIDELITY FIDELITY DIVERSIFIED SMALL CAP SPARTAN FIDELITY EQUITY INTERNATIONAL SELECTOR U.S. EQUITY CONTRAFUND INCOME FUND FUND FUND INDEX FUND ---------------- ------------------ ------------------ ---------------- ---------------- Assets: Investments, primarily at fair value - Plan interest in investments of the Rubbermaid Master Trust 23,447,390 147,676 7,203,601 6,677,430 72,448,024 ---------------- ------------------ ------------------ ---------------- ---------------- Total investments 23,447,390 147,676 7,203,601 6,677,430 72,448,024 Receivables: Employer contribution -- -- -- -- -- Participant contributions -- -- -- -- -- ---------------- ------------------ ------------------ ---------------- ---------------- Assets available for benefits 23,447,390 147,676 7,203,601 6,677,430 72,448,024 ================ ================== ================== ================ ================ ------------------------------------------------------------------- FIDELITY U.S. BOND LOAN COMBINED INDEX FUND OTHER FUNDS ---------------- -------------- --------------- ----------------- Assets: Investments, primarily at fair value - Plan interest in investments of the Rubbermaid Master Trust 1,161,973 8,104,428 -- 325,551,406 ---------------- -------------- --------------- ----------------- Total investments 1,161,973 8,104,428 -- 325,551,406 Receivables: Employer contribution -- -- 14,615,926 14,615,926 Participant contributions -- -- -- -- ---------------- -------------- --------------- ----------------- Assets available for benefits 1,161,973 8,104,428 14,615,926 340,167,332 ================ ============== =============== ================= 7

8 RUBBERMAID RETIREMENT PLAN Statement of Assets Available for Benefits, with Fund Information December 31, 1997 --------------------------------------------------------- SPARTAN STABLE U.S. EQUITY FIDELITY VALUE INDEX PURITAN FUND FUND FUND ------------------ ----------------- ----------------- Assets: Investments, primarily at fair value - Plan interest in investments of the Rubbermaid Master Trust $ 148,481,717 59,293,717 14,268,109 ------------------ ----------------- ----------------- Total investments 148,481,717 59,293,717 14,268,109 Receivables: Employer contribution -- -- -- Participant contributions -- -- -- ------------------ ----------------- ----------------- Assets available for benefits $ 148,481,717 59,293,717 14,268,109 ================== ================= ================= See accompanying notes to financial statements. 8

9 PARTICIPANT-DIRECTED ------------------------------------------------------------------------------ FIDELITY FIDELITY FIDELITY SMALL CAP DIVERSIFIED MAGELLAN FIDELITY SELECTOR INTERNATIONAL FUND CONTRAFUND FUND FUND ------------------ ----------------- ------------------ ----------------- Assets: Investments, primarily at fair value - Plan interest in investments of the Rubbermaid Master Trust 17,010,292 18,606,829 7,726,226 6,561,443 ------------------ ----------------- ------------------ ----------------- Total investments 17,010,292 18,606,829 7,726,226 6,561,443 Receivables: Employer contribution -- -- -- -- Participant contributions -- -- -- -- ------------------ ----------------- ------------------ ----------------- Assets available for benefits 17,010,292 18,606,829 7,726,226 6,561,443 ================== ================= ================== ================= -------------------------------------------------- RUBBERMAID UNITIZED LOAN COMBINED STOCK FUND FUND OTHER FUNDS ---------------- --------------- ---------------- ----------------- Assets: Investments, primarily at fair value - Plan interest in investments of the Rubbermaid Master Trust 8,227,600 7,650,103 -- 287,826,036 ---------------- --------------- ---------------- ----------------- Total investments 8,227,600 7,650,103 -- 287,826,036 Receivables: Employer contribution -- -- 7,033,693 7,033,693 Participant contributions -- -- 1,526,337 1,526,337 ---------------- --------------- ---------------- ----------------- Assets available for benefits 8,227,600 7,650,103 8,560,030 296,386,066 ================ =============== ================ ================= 9

10 RUBBERMAID RETIREMENT PLAN Statement of Changes in Assets Available for Benefits, with Fund Information Year ended December 31, 1998 ----------------------------------------------------------------------------------------- STABLE INVESCO RUBBERMAID FIDELITY FIDELITY VALUE DYNAMICS UNITIZED PURITAN MAGELLAN FUND STOCK FUND STOCK FUND FUND FUND ----------------- ----------------- ------------------- ---------------- ---------------- Additions to assets attributed to: Net appreciation (depreciation) in fair value of investments $ -- 14,826 2,416,875 642,362 5,350,822 Dividends -- 4,284 -- 1,737,291 1,303,598 Interest 9,370,900 9 10,570 34,206 69,003 Loan repayments 1,624,475 57 71,677 166,211 304,244 ----------------- ----------------- ------------------- ---------------- ---------------- Contributions: Employer contribution 3,991,914 438 308,175 759,503 1,341,977 Participant contributions 4,001,639 25,442 519,540 1,058,041 2,265,249 ----------------- ----------------- ------------------- ---------------- ---------------- Total additions 18,988,928 45,056 3,326,837 4,397,614 10,634,893 ----------------- ----------------- ------------------- ---------------- ---------------- Deductions from assets attributed to: Benefits paid to participants (17,167,604) -- (819,520) (1,726,608) (1,561,497) Loan disbursements (2,058,289) -- (313,913) (154,287) (474,108) Miscellaneous (163,746) -- (12,258) (10,688) (13,695) ----------------- ----------------- ------------------- ---------------- ---------------- Total deductions (19,389,639) -- (1,145,691) (1,891,583) (2,049,300) ----------------- ----------------- ------------------- ---------------- ---------------- Net increase (decrease) prior to transfers (400,711) 45,056 2,181,146 2,506,031 8,585,593 Net transfers (to) from other plans 325,647 10,095 (5,376) 2,366 (42,307) Interfund transfers 2,773,148 35,197 (157,043) (623,689) 3,138,013 ----------------- ----------------- ------------------- ---------------- ---------------- Net increase (decrease) 2,698,084 90,348 2,018,727 1,884,708 11,681,299 Assets available for benefits: Beginning of year 148,481,717 -- 8,227,600 14,268,109 17,010,292 ----------------- ----------------- ------------------- ---------------- ---------------- End of year $ 151,179,801 90,348 10,246,327 16,152,817 28,691,591 ================= ================= =================== ================ ================ See accompanying notes to financial statements. 10

11 PARTICIPANT-DIRECTED ---------------------------------------------------------------------------------------- FIDELITY FIDELITY FIDELITY DIVERSIFIED SMALL CAP SPARTAN FIDELITY EQUITY INTERNATIONAL SELECTOR U.S. EQUITY CONTRAFUND INCOME FUND FUND FUND INDEX FUND ----------------- ------------------- --------------- --------------- --------------- Additions to assets attributed to: Net appreciation (depreciation) in fair value of investments 4,042,265 (1,058) 618,733 (890,135) 14,768,795 Dividends 1,729,899 21,228 281,086 309,953 1,517,039 Interest 47,974 47 15,824 18,585 148,181 Loan repayments 246,276 119 73,992 81,068 698,535 ----------------- ------------------- --------------- --------------- --------------- Contributions: Employer contribution 1,128,385 891 489,652 477,901 2,431,166 Participant contributions 1,614,629 26,846 535,603 616,047 2,949,752 ----------------- ------------------- --------------- --------------- --------------- Total additions 8,809,428 48,073 2,014,890 613,419 22,513,468 ----------------- ------------------- --------------- --------------- --------------- Deductions from assets attributed to: Benefits paid to participants (1,755,601) -- (601,226) (584,699) (5,446,652) Loan disbursements (280,514) (53) (80,969) (94,594) (1,105,182) Miscellaneous (6,907) (8) (1,190) (9,166) (14,446) ----------------- ------------------- --------------- --------------- --------------- Total deductions (2,043,022) (61) (683,385) (688,459) (6,566,280) ----------------- ------------------- --------------- --------------- --------------- Net increase (decrease) prior to transfers 6,766,406 48,012 1,331,505 (75,040) 15,947,188 Net transfers (to) from other plans (14,748) -- 2,343 (8,202) 46,585 Interfund transfers (1,911,097) 99,664 (691,690) (965,554) (2,839,466) ----------------- ------------------- --------------- --------------- --------------- Net increase (decrease) 4,840,561 147,676 642,158 (1,048,796) 13,154,307 Assets available for benefits: Beginning of year 18,606,829 -- 6,561,443 7,726,226 59,293,717 ----------------- ------------------- --------------- --------------- --------------- End of year 23,447,390 147,676 7,203,601 6,677,430 72,448,024 ================= =================== =============== =============== =============== ------------------------------------------------- FIDELITY U.S. BOND LOAN COMBINED INDEX FUND OTHER FUNDS --------------- --------------- --------------- ---------------- Additions to assets attributed to: Net appreciation (depreciation) in fair value of investments (3,082) -- -- 26,960,403 Dividends 11,012 -- -- 6,915,390 Interest 116 -- -- 9,715,415 Loan repayments 692 (3,267,346) -- -- --------------- --------------- --------------- ---------------- Contributions: Employer contribution 3,064 -- 7,582,233 18,515,299 Participant contributions 8,309 -- (1,526,337) 12,094,760 --------------- --------------- --------------- ---------------- Total additions 20,111 (3,267,346) 6,055,896 74,201,267 --------------- --------------- --------------- ---------------- Deductions from assets attributed to: Benefits paid to participants (640) (856,964) -- (30,521,011) Loan disbursements -- 4,561,909 -- -- Miscellaneous (15) 16,726 -- (215,393) --------------- --------------- --------------- ---------------- Total deductions (655) 3,721,671 -- (30,736,404) --------------- --------------- --------------- ---------------- Net increase (decrease) prior to transfers 19,456 454,325 6,055,896 43,464,863 Net transfers (to) from other plans -- -- -- 316,403 Interfund transfers 1,142,517 -- -- -- --------------- --------------- --------------- ---------------- Net increase (decrease) 1,161,973 454,325 6,055,896 43,781,266 Assets available for benefits: Beginning of year -- 7,650,103 8,560,030 296,386,066 --------------- --------------- --------------- ---------------- End of year 1,161,973 8,104,428 14,615,926 340,167,332 =============== =============== =============== ================ 11

12 RUBBERMAID RETIREMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 (1) DESCRIPTION OF THE PLAN The following brief description of the Rubbermaid Retirement Plan (Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. (a) GENERAL The Plan is a defined contribution profit sharing plan with a 401(k) feature covering salaried and non-bargaining hourly associates, as defined by the Plan, of Rubbermaid Incorporated and Affiliated Companies that adopt the Plan (Company). Participation in the Plan begins on January 1 coincident with or following an associate's date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). (b) EMPLOYER CONTRIBUTIONS Effective January 1, 1998, the Plan was amended to provide a Company contribution equal to 6% of a participant's (other than Everything Rubbermaid Store employees) eligible compensation with an opportunity for an additional 3% of the participant's eligible compensation based on "EVA Targets." Additionally, effective April 1, 1998, the Plan provides for a fully vested Company matching contribution equal to 50% of the first 6% of a participant's salary deferred into the Plan and shall provide for rollovers. A participant must be employed by the Company at the end of the Plan year and complete at least 1,000 hours during the Plan year in order to be eligible to receive a Company contribution, subject to limited exceptions. (c) EMPLOYEE SALARY DEFERRAL CONTRIBUTIONS A 401(k) salary deferral feature is included in the Plan, allowing participants to make pretax salary deferrals of base compensation or wages and bonus compensation paid through the Improvement Sharing Plan. (d) PARTICIPANT ACCOUNTS Separate accounts are maintained for each participant. Contributions are invested, as instructed by the participants, in one or more of the available investment funds. Each participant's account is credited with contributions, if any, and earnings. (e) VESTING Participants are 100% vested in the portion of their accounts attributable to 401(k) contributions (plus earnings). Vesting in the remainder of their accounts is based upon a seven-year graduated vesting schedule. A participant becomes 100% vested after completing seven years of vesting service. Upon death, disability, or attainment of age 65, participants become 100% vested. (f) INVESTMENTS All investments are participant-directed, and participants may elect to invest their account in the Plan in one or more of the eleven investment funds held by the Plan. Currently, the available investment 12

13 RUBBERMAID RETIREMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 funds include: (a) Stable Value Fund, comprised primarily of guaranteed principal and interest contracts with major financial institutions and insurance companies; (b) Spartan U.S. Equity Index Fund, which invests primarily in the 500 companies that comprise the Standard & Poor's 500 and in other securities that are based on the value of the index; (c) Fidelity Puritan Fund, which invests in a broadly diversified portfolio of high-yielding equity and debt securities; (d) Fidelity Magellan Fund, which invests primarily in equity securities of domestic, foreign, and multinational issuers of all sizes that offer potential for growth; (e) Fidelity Contrafund, which invests mainly in equity securities of companies that are undervalued or out-of-favor; (f) Fidelity Small Cap Selector Fund, which invests mainly in equity securities of companies with small market capitalizations that are determined to be undervalued compared to others in their industries; (g) Fidelity Diversified International Fund, which invests mainly in foreign equity securities that are determined to be undervalued compared to others in their industries and countries; and (h) Rubbermaid Unitized Stock Fund, which invests in common stock of Rubbermaid Incorporated. (i) Invesco Dynamics Stock Fund, which invests in common stock of Domestic Companies; and (j) Fidelity US Bond Index Fund, which invests primarily in securities included in the Aggregate Bond Index; and (k) Fidelity Equity Income Fund, which invests primarily in large cap income producing Equity Securities. For investment purposes only, investments of the Plan are commingled with the investments of the Rubbermaid Retirement Plan for Collectively-Bargained Associates. Collectively, such funds comprise the Rubbermaid Master Trust (Master Trust) with Fidelity Management Trust Company as the trustee. Allocation of the Master Trust investments and income among plans is determined on the basis of the value of the participant accounts attributed to each plan. (g) PAYMENT OF BENEFITS A participant is eligible to receive a distribution upon termination of employment, in either a lump-sum cash payment equal to the value of his or her vested account or periodic payments in such amounts as elected by the participant (subject to provisions of the Plan). The amount paid shall not exceed the participant's vested interest. (h) PARTICIPANT LOANS Loans of up to 50% of the vested portion of the participant's individual account may be obtained by qualified participants. The maximum loan permissible is generally the lesser of $50,000 or one-half of the participant's vested balance. (i) FORFEITED ACCOUNTS Employer contributions were eligible to be reduced by forfeited nonvested accounts totaling approximately $436,736 in 1998 and $1,395,000 in 1997. (2) SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF PRESENTATION The accompanying financial statements have been prepared on the accrual basis of accounting. 13

14 RUBBERMAID RETIREMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 (b) INVESTMENT VALUATION AND INCOME RECOGNITION Unrealized appreciation or depreciation, equal to the difference between the cost and the market value of investments at the applicable valuation date, is recognized in determining the value of participant accounts. The Plan's investments are stated at fair value except for the guaranteed principal and interest contracts included in the Stable Value Fund, which are stated at contract value (see note 2[c]). Purchases and sales of securities are recorded on a trade date basis. (c) GUARANTEED PRINCIPAL AND INTEREST CONTRACTS The Master Trust has guaranteed principal and interest contracts with major financial institutions and insurance companies, as discussed in note 5. These investments are part of the Stable Value Fund at December 31, 1998 and 1997. These contracts are included in the financial statements at contract value, as noted above, because they are fully benefit-responsive. (d) PAYMENT OF BENEFITS Benefits are recorded when paid. (e) ADMINISTRATIVE EXPENSES All normal costs and expenses of administering the Plan and Trust are paid by the Plan. Any cost resulting from a participant obtaining a loan may be borne by such participant or charged to the participant's individual account. (f) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits at the date of the financial statements and the reported amounts of changes in assets available for benefits during the reporting period. Actual results could differ from those estimates. (3) PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts, and the Trustee shall distribute the assets in accordance with the terms of the Plan and the trust agreement. (4) TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated November 20, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Therefore, no provision for income taxes has been included in the Plan's financial statements. The Plan 14

15 RUBBERMAID RETIREMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 was amended effective January 1, 1998. The plan administrator and the Plan's tax counsel do not believe that these amendments will have any negative impact on compliance with the applicable requirements of the IRC. (5) MASTER TRUST FINANCIAL INFORMATION As described in note 1(f), all of the Plan's investments as of December 31, 1998, and a portion of the Plan's investments as of December 31, 1997, are contained in a Master Trust in which they are combined for investment purposes with the assets of the Rubbermaid Retirement Plan for Collectively-Bargained Associates. The Master Trust fund assets at December 31, 1998 and 1997, are as follows: 1998 1997 ------------------------------- ----------------------------- PLAN'S PLAN'S PERCENTAGE PERCENTAGE MARKET INTEREST MARKET INTEREST VALUE (ROUNDED) VALUE (ROUNDED) ------------------------------------------------------------- Stable Value Fund $ 214,206,755 71% 210,402,030 71% Invesco Dynamics Stock Fund 246,675 37% -- Rubbermaid Unitized Stock Fund 11,568,864 89% 9,212,167 89% Fidelity Puritan Fund 23,683,731 68% 21,806,761 65% Fidelity Magellan Fund 42,923,027 67% 26,393,970 64% Fidelity Contrafund 31,835,610 74% 25,337,061 73% Fidelity Equity Income Fund 596,558 25% -- Fidelity Diversified International 9,350,759 77% 9,583,013 68% Fund Fidelity Small Cap Selector Fund 7,756,383 86% 8,764,941 88% Spartan U.S. Equity Index Fund 128,240,525 56% 105,294,786 56% Fidelity U.S. Bond Index Fund 1,710,224 68% -- Loan Fund 9,921,479 82% 9,293,110 82% ---------------- --------------- Total investments held by the Master Trust fund $ 482,040,590 67% 426,087,839 68% ================ =============== 15

16 RUBBERMAID RETIREMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 The Master Trust has investment contracts with major financial institutions and insurance companies with respect to the Stable Value Fund. Fidelity Management Trust Company maintains the contributions in a pooled account. The account is credited with actual earnings on the underlying investments and charged for Plan withdrawals and administration expenses charged by Primco, the investment manager. The contract is included in the financial statements at contract value, which approximates fair values. Contract value represents contributions made under the contract, plus earnings, less Plan withdrawals and administrative expenses. There are no reserves against contract value for credit risk of the contract issuer or otherwise. At December 31, 1998 and 1997, the fair value of the guaranteed principal and interest contracts of the Rubbermaid Retirement Plan was $29,828,347 and $42,858,567, respectively, and the corresponding contract value was $29,597,801 and $42,695,507, respectively. Both the average yield and the crediting interest rate were 6.12% as of December 31, 1998 and were 6.03% as of December 31, 1997. 16

17 RUBBERMAID RETIREMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 A summary of Master Trust investment activity is as follows: INVESCO RUBBERMAID FIDELITY STABLE DYNAMICS UNITIZED PURITAN VALUE FUND STOCK FUND STOCK FUND FUND ------------------- ------------------ ------------------- ------------------ Balance at December 31, 1997 $ 210,402,030 -- 9,212,167 21,806,761 Contributions: Employer 4,498,830 438 325,780 845,442 Participants 4,229,718 25,442 532,305 1,124,324 Net appreciation (depreciation) in fair value -- 25,669 2,932,250 964,656 Dividends -- 15,286 -- 2,508,793 Interest 13,122,008 9 10,909 39,899 Loan repayments 1,802,402 57 73,411 188,390 Benefit payments (22,441,898) -- (942,110) (2,121,459) Loan disbursements (2,355,195) -- (332,467) (194,765) Interfund transfers 4,998,092 179,774 (224,137) (1,457,202) Plan transfers 162,789 -- (5,505) (9,037) Other (212,021) -- (13,739) (12,071) ------------------- ------------------ ------------------- ------------------ Balance at December 31, 1998 $ 214,206,755 246,675 11,568,864 23,683,731 =================== ================== =================== ================== 17

18 FIDELITY FIDELITY DIVERSIFIED FIDELITY MAGELLAN FIDELITY EQUITY INTERNATIONAL SMALL CAP FUND CONTRAFUND INCOME FUND FUND SELECTOR FUND ------------------- ------------------- ------------------------------------ ---------------- Balance at December 31, 1997 26,393,970 25,337,061 -- 9,583,013 8,764,941 Contributions: Employer 1,534,397 1,231,379 891 549,176 504,890 Participants 2,418,996 1,697,081 26,975 571,363 634,850 Net appreciation (depreciation) in fair value 7,997,158 5,412,072 4,331 830,691 (971,066) Dividends 1,984,158 2,356,999 37,421 371,122 354,663 Interest 86,845 57,611 107 22,521 21,218 Loan repayments 371,608 284,575 381 98,861 93,279 Benefit payments (1,948,548) (1,800,055) (793) (622,800) (616,423) Loan disbursements (592,503) (336,004) (53) (102,869) (119,874) Interfund transfers 4,763,859 (2,381,742) 527,306 (1,943,566) (880,145) Plan transfers (71,218) (15,527) -- (5,360) (18,296) Other (15,695) (7,840) (8) (1,393) (11,654) ------------------- ------------------- ------------------- ---------------- ---------------- Balance at December 31, 1998 42,923,027 31,835,610 596,558 9,350,759 7,756,383 =================== =================== =================== ================ ================ SPARTAN FIDELITY U.S. EQUITY U.S. BOND LOAN INDEX FUND INDEX FUND TOTALS ---------------- --------------- --------------- ---------------- Balance at December 31, 1997 105,294,786 -- 9,293,110 426,087,839 Contributions: Employer 3,144,331 3,064 -- 12,638,618 Participants 3,452,808 8,406 -- 14,722,268 Net appreciation (depreciation) in fair value 26,036,206 (9,580) -- 43,222,387 Dividends 2,695,206 16,031 -- 10,339,679 Interest 224,259 193 -- 13,585,579 Loan repayments 997,461 972 (3,911,397) -- Benefit payments (6,707,411) (640) (1,055,539) (38,257,676) Loan disbursements (1,544,849) -- 5,578,579 -- Interfund transfers (5,274,034) 1,691,795 -- -- Plan transfers (37,846) -- -- -- Other (40,392) (17) 16,726 (298,104) ---------------- --------------- --------------- ---------------- Balance at December 31, 1998 128,240,525 1,710,224 9,921,479 482,040,590 ================ =============== =============== ================ 18

19 RUBBERMAID RETIREMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 (6) SUBSEQUENT EVENTS On October 20, 1998, the Plan's Sponsor entered into a definitive agreement to merge with Newell Company ("Newell") through a tax-free exchange of shares. This agreement was consummated effective March 24, 1999, resulting in the Plan's sponsor becoming a wholly-owned subsidiary of Newell. 19

1 Exhibit 23 Independent Auditors' Consent The Board of Directors Newell Rubbermaid Inc.: We consent to incorporation by reference in the registration statement (No. 33-61817) on Form S-8 of Newell Rubbermaid Inc. of our report dated March 31, 1999, relating to the statements of assets available for benefits of the Rubbermaid Retirement Plan as of December 31, 1998 and 1997, and the related statement of changes in assets available for benefits for the year ended December 31, 1998, which report appears in the December 31, 1998 annual report on Form 11-K of Newell Rubbermaid Inc. KPMG LLP /s/ KPMG LLP Cleveland, Ohio June 23, 1999 20