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, 2002                          1-9608

                           NEWELL RUBBERMAID INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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


     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              New York Stock Exchange
     per share, and associated               Chicago Stock Exchange
     Common Stock Purchase 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.  [ ]

   Indicate by check mark whether the Registrant is an accelerated filer
   (as defined in Exchange Act Rule 12b-2).  Yes  [X] No  [ ]

   There were 274.1 million shares of the Registrant's Common Stock
   outstanding (exclusive of treasury shares) as of February 28, 2003. 
   The aggregate market value of the shares of Common Stock (based upon
   the closing price on the New York Stock Exchange on June 28, 2002)
   beneficially owned by non-affiliates of the Registrant was
   approximately $9,333.8 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

   Portions of the Registrant's Definitive Proxy Statement for its Annual
   Meeting of Stockholders to be held May 7, 2003.


























                                      2



   ITEM 1.   BUSINESS
   -------   --------

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

   WEBSITE ACCESS TO SECURITIES AND EXCHANGE COMMISSION REPORTS
   ------------------------------------------------------------

   The Company's Internet website can be found at WWW.NEWELLRUBBERMAID.COM.  
   The Company makes available free of charge on or through its website its
   annual reports on Form 10-K, quarterly reports on Form 10-Q, current 
   reports on Form 8-K, and amendments to those reports filed or furnished
   pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 
   1934 as soon as practicable after the Company files them with, or 
   furnishes them to, the Securities and Exchange Commission (except that
   the Company did not make available on its website one Current Report on
   Form 8-K, which reported the filing of a legal opinion with respect to
   a Registration Statement on Form S-3, as soon as practicable after the
   Company filed the report with the Securities and Exchange Commission).

   GENERAL
   -------

   The Company is a global manufacturer and full-service marketer of
   name-brand consumer products serving the needs of volume purchasers,
   including department/specialty 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 everyday consumer products, backed by an
   obsession with customer service excellence and new product
   development, in order to achieve maximum results for its stockholders. 
   The Company's multi-product offering consists of name-brand consumer
   products in four business segments: Rubbermaid; Sharpie; Irwin and
   Calphalon Home.  The Company's financial objectives are to achieve
   above-average sales and earnings per share growth, maintain a superior
   return on investment and maintain a conservative level of debt.  To
   accomplish these objectives, the Company established five key measures
   to measure financial performance: internal sales growth, operating
   income as a percent of sales, working capital as a percent of sales,
   free cash flow and return on invested capital.  The Company defines
   free cash flow as cash provided from operating activities less capital
   expenditures and dividends.

   In an effort to achieve superior performance in the five key financial
   measures, the Company introduced six transformational strategic
   initiatives in 2001 as follows: Productivity, Streamlining, New
   Product Development, Marketing, Strategic Account Management, and
   Collaboration.  



                                      3


   Productivity is the initiative to reduce the cost of manufacturing a
   product by at least five percent per year, every year in order to
   become the best cost supplier.  Streamlining is the commitment to
   reduce non-value added costs and cut out excess layers.  New Product
   Development represents the commitment to develop and introduce
   cutting-edge, innovative new products to the market and develop best-
   cost products to meet end-user needs.  The Marketing initiative
   represents the Company's commitment to transform from a "push" to
   "pull" marketing organization, focusing on the end-user.  The
   Strategic Account Management initiative represents the Company's
   program to allocate resources to those strategic retailers the Company
   believes will continue to grow in the future.  Collaboration is the
   Company's initiative for the divisional operating units to work
   together and maximize economies of scale and the use of best
   practices.

   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, information or assumptions about sales, income,
   earnings per share, return on equity, return on invested capital,
   capital expenditures, working capital, dividends, capital structure,
   free cash flow, debt to capitalization ratios, interest rates,
   internal growth rates, impact of changes in accounting standards,
   pending legal proceedings and claims (including environmental
   matters), future economic performance, operating income improvements,
   synergies, management's plans, goals and objectives for future
   operations and growth or the assumptions relating to any of the
   forward-looking statements.  The Company cautions that forward-looking
   statements are not guarantees because there are inherent difficulties
   in predicting future results.  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 and Exhibit 99.1 to
   this Report.

   BUSINESS SEGMENTS
   -----------------

   RUBBERMAID
   ----------

   The Company's Rubbermaid business is conducted by the Rubbermaid Home
   Products, Rubbermaid Commercial Products, Rubbermaid Europe, Little
   Tikes, and Graco divisions.  Rubbermaid Home Products and Rubbermaid
   Europe design, manufacture or source, package and distribute indoor
   and outdoor organization, storage, and cleaning products.  Rubbermaid
   Commercial Products designs, manufactures or sources, packages and
   distributes industrial and commercial waste and recycling containers,
   cleaning equipment, food storage and serving and transport containers. 
   The Little Tikes and Graco businesses design, manufacture or source,
   package and distribute infant and juvenile products such as toys, high

                                      4


   chairs, car seats, strollers, play yards, ride-ons and outdoor
   activity play equipment.

   Rubbermaid Home Products, Rubbermaid Commercial Products, and
   Rubbermaid Europe sell their products under the Rubbermaid{R},
   Curver{R}, Blue Ice{R}, Roughneck{R}, TakeAlongs{R}, Stain Shield{TM},
   Wilhold{R}, Dorfile{R}, Lee Rowan{R}, and System Works{R} trademarks. 
   Little Tikes and Graco primarily sell their products under the Little
   Tikes{R}, Graco{R} and Century{R} trademarks.

   Rubbermaid Home Products, Rubbermaid Europe, Little Tikes, and Graco
   market their products directly and through distributors to mass
   merchants, warehouse clubs, grocery/drug stores and hardware
   distributors, as well as regional direct sales representatives and
   market-specific sales managers.  Rubbermaid Commercial Products
   markets its products directly and through distributors to commercial
   channels and home centers using a direct sales force.

   SHARPIE
   -------

   The Company's Sharpie business is conducted by the divisions of
   Sanford North America, Sanford International, Eldon Office Products,
   Goody, and Cosmolab.  Sanford North America primarily designs,
   manufactures or sources, packages and distributes permanent/waterbase
   markers, dry erase markers, overhead projector pens, highlighters,
   wood-cased pencils, ballpoint pens and inks, and other art supplies.
   It also distributes other writing instruments including roller ball
   pens and mechanical pencils for the retail marketplace.  Sanford
   International primarily designs and manufactures, packages and
   distributes ballpoint pens, wood-cased pencils, roller ball pens and
   art supplies for the retail and distributor markets.  Eldon Office
   Products primarily designs, manufactures or sources, packages and
   distributes desktop accessories, computer accessories, storage
   products, card files and chair mats.  Goody designs, sources,
   manufactures, packages and distributes hair care accessories. 
   Cosmolab primarily designs and manufactures, packages and distributes
   private label cosmetic pencils for commercial customers.  

   Sharpie primarily sells its products under the trademarks Sanford{R},
   Sharpie{R}, Paper Mate{R}, Parker{R}, Waterman{R}, Colorific{R},
   Eberhard Faber{R}, Berol{R}, Grumbacher{R}, Reynolds{R}, rotring{R},
   uni-Ball{R} (used under exclusive license from Mitsubishi Pencil Co.
   Ltd. and its subsidiaries in North America), Expo{R}, Accent{R}, Vis-
   a-Vis{R}, Expresso{R}, Liquid Paper{R}, and Mongol{R}.  Eldon Office
   Products markets its products under the Rolodex{R}, Eldon{R},
   Rogers{R} and Rubbermaid{R} trademarks.  Goody markets its products
   primarily under the Ace{R}, and Goody{R} trademarks.

   Sanford North America markets its products directly and through
   distributors to mass merchants, warehouse clubs, grocery/drug stores,

                                      5


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

   IRWIN
   -----

   The Company's Irwin business is conducted by the Levolor/Kirsch, Home
   Decor Europe, Amerock, Shur-Line, Swish UK, American Tool Hand Tools,
   American Tool Power Tool Accessories, American Tool Europe and
   American Tool Latin America divisions.  Levolor/Kirsch primarily
   designs, manufactures or sources, packages and distributes drapery
   hardware, made-to-order and stock horizontal and vertical blinds, as
   well as pleated, cellular and roller shades for the retail
   marketplace.  Levolor/Kirsch also produces window treatment components
   for custom window treatment fabricators.  Home Decor Europe primarily
   designs, manufactures, packages and distributes drapery hardware and
   made-to-order window treatments for the European retail marketplace. 
   Amerock manufactures or sources, packages and distributes cabinet
   hardware for the retail and O.E.M. marketplace and window and door
   hardware for window and door manufacturers.  Shur-Line manufactures
   and distributes manual paint applicator products.  Swish UK is a
   manufacturer and marketer of shelving and storage products, cabinet
   hardware and functional trims. The American Tool divisions manufacture
   and source, package and distribute hand tools and power tool
   accessories.

   Levolor/Kirsch primarily sells its products under the trademarks
   Levolor{R}, Newell{R}, and Kirsch{R}. Home Decor Europe and Swish UK
   primarily sell their products under the trademarks Swish{R}, Douglas
   Kane{R}, Nenplas{R}, Homelux{R}, Gardinia{R}, Caroline{R} and
   Kirsch{R}. Amerock primarily sells its products under the trademarks
   Amerock{R}, Allison{R}, and Ashland{R}. Shur-Line primarily sells its
   products under the trademarks Shur-Line{R} and Rubbermaid{R}. American
   Tool divisions primarily sell their products under the trademarks
   Irwin{R}, Vise-Grip{R}, Marathon{R}, Twill{R}, Hanson{R},
   Speedbor{R}, Jack{R}, Quick-Grip{R}, Chesco{R}, Unibit{R}, Record{R},
   Marples{R}, and Strait-Line{R}.



                                      6


   Levolor/Kirsch, Amerock, Shur-Line and the American Tool divisions
   market their products directly and through distributors to mass
   merchants, home centers, department/specialty stores, hardware
   distributors, industrial/construction outlets, custom shops, select
   contract customers and other professional customers, using a network
   of manufacturers' representatives, as well as regional account and
   market-specific sales managers.  Home Decor Europe and Swish UK market
   their products to mass merchants and buying groups using a direct
   sales force.

   As discussed in Footnote 16 to the Consolidated Financial Statements,
   effective January 1, 2003, the Company completed its acquisition of
   American Saw & Mfg. Co. ("American Saw"), a leading manufacturer of
   power tool accessories and hand tools marketed under the Lenox{R}
   brand.  

   CALPHALON HOME
   --------------

   The Company's Calphalon Home business is conducted by the following
   divisions: Calphalon and Panex cookware and bakeware, Anchor Hocking
   and Newell Europe glassware, Connoisseur/Burnes and Newell Photo
   Fashion Europe.  

   Calphalon and Panex primarily design, manufacture, package and
   distribute aluminum and steel cookware and bakeware and hard anodized
   aluminum and stainless steel cookware and bakeware for the
   department/specialty store marketplace for the U.S. and Central and
   South America retail marketplace.  In addition, Calphalon designs,
   manufactures, packages and distributes various specialized aluminum
   cookware and bakeware items for the food service industry and produces
   aluminum contract stampings and components for other manufacturers and
   makes aluminum and plastic kitchen tools and utensils.  Calphalon's
   manufacturing operations are highly integrated, rolling sheet stock
   from aluminum ingot, and producing phenolic handles and knobs at its
   own plastics molding facility.  Anchor Hocking and Newell Europe
   glassware primarily design, manufacture, package and distribute glass
   products.  These products include glass ovenware, servingware,
   cookware and dinnerware 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 its products are marketed primarily in Europe, the
   Middle East and Africa.  Connoisseur/Burnes and Newell Photo Fashion
   Europe primarily design, manufacture or source, package and distribute
   wood, wood composite, plasitic and metal ready-made picture frames and
   photo albums.

   Calphalon primarily sells its products under the trademarks
   Calphalon{R}, Mirro{R}, WearEver{R}, Regal{R}, Panex{R}, Penedo{TM},
   Rochedo{TM}, Clock{TM}, AirBake{R}, Cushionaire{R}, Concentric Air{R},
   Channelon{R}, WearEver Air{R}, Club{R}, Royal Diamond{R} and Kitchen

                                      7


   Essentials{R}.  Anchor Hocking products are sold primarily under the
   trademarks Anchor{TM}, Anchor Hocking{R} and Oven Basics{R}.  Newell
   Europe's products are sold primarily under the trademarks Pyrex{R},
   (used under exclusive license from Corning Incorporated and its
   subsidiaries in Europe, the Middle East and Africa only), Pyroflam{R}
   and Vitri{R}.  Connoisseur/Burnes ready-made picture frames are sold
   primarily under the trademarks Intercraft{R}, Decorel{R}, Burnes of
   Boston{R}, Carr{R}, Rare Woods{R}, Terragrafics{R} and Connoisseur{R},
   while photo albums are sold primarily under the Holson{R} trademark. 
   Newell Photo Fashion Europe primarily sells its products under the
   trademarks Albadecor{R} and Panodia{R}.

   Calphalon markets its products directly to mass merchants,
   department/specialty stores, warehouse clubs, grocery/drug 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.  Anchor Hocking
   markets its 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 Hocking also 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.
   Connoisseur/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 primarily to mass merchants, while the
   remaining U.S. brands are sold primarily to department/specialty
   stores.  Newell Photo Fashion Europe markets its products to mass
   merchants, buying groups and the do-it-yourself market using a direct
   sales force. 

   NET SALES BY BUSINESS SEGMENT
   -----------------------------

   The following table sets forth the amounts and percentages of the
   Company's net sales for the three years ended December 31, (IN
   MILLIONS, EXCEPT PERCENTAGES) (including sales of acquired businesses
   from the time of acquisition and sales of divested businesses through
   date of sale), for the Company's four business segments. Sales to
   Wal*Mart Stores, Inc. and subsidiaries amounted to approximately 15%
   of consolidated net sales in each of the years ended December 31,
   2002, 2001 and 2000.  Sales to no other customer exceeded 10% of
   consolidated net sales.





                                      8



<TABLE>
<CAPTION>
                                                     % of                    % of                    % of
                                      2002          total      2001         total      2000         total
                                      ----          -----      ----         -----      ----         -----
    <s>                             <c>            <c>       <c>            <c>      <c>            <c>
     Rubbermaid                     $2,592.4        34.8%    $2,565.6       37.1%    $2,809.3       40.5%
     Sharpie                         1,908.7         25.6     1,799.4        26.1     1,423.5       20.5 
     Irwin                           1,727.3         23.2     1,382.6        20.0     1,455.0       21.0 
     Calphalon Home                  1,225.5         16.4     1,161.7        16.8     1,246.9       18.0 
                                    --------       ------    --------      ------    --------      ------
     Total Company                  $7,453.9       100.0%    $6,909.3      100.0%    $6,934.7      100.0%
                                    ========       ======    ========      ======    ========      ======
</TABLE>


   Certain 2001 and 2000 amounts have been reclassified to conform to the
   2002 presentation.

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

   The Company's growth strategy emphasizes internal growth and
   acquisitions.  

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

   The Company has grown internally 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. 
   Internal growth is defined by the Company as growth from its "core
   businesses," which include continuing businesses owned more than one
   year and minor acquisitions.  The Company's goal is to achieve above-
   average internal growth.  

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

   The Company supplements internal growth by acquiring businesses with
   prominent consumer-focused, retail brands and improving the
   profitability of such businesses through the implementation of the
   Company's Strategic Initiatives.  Other strategic criteria for an
   acquisition include the Company's ability to grow the business, its
   importance to key customers, its relationship to existing product
   lines, its function as a low-cost source of supply, its ability to
   provide the Company with an entrance into a new market, and the extent
   to which the Company can utilize the Phoenix Program in operating the
   business.  In addition, the Company will consider the business' actual
   and potential impact on the Key Financial Measures, as well as the
   operating performance of the Company's Group at issue.  While the
   Company evaluates alternatives continuously, its priority will be to
   reduce debt rather than invest in significant acquisitions over the
   next 12-18 months.  See Item 6 and Footnote 2 to the Consolidated
   Financial Statements for a description of recent transactions.  

                                      9


   Selective Globalization
   -----------------------

   The Company is pursuing selective international opportunities to
   further its internal growth and acquisition objectives.  The rapid
   growth of consumer goods economies and retail structures in several
   regions outside the U.S., particularly Europe, Mexico and South
   America, makes them attractive to the Company by providing selective
   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 27%
   of total sales in 2002 and 2001 from 25% in 2000.

   Additional information regarding acquisitions of businesses is
   included in Item 6 and Footnote 2 to the Consolidated Financial
   Statements.

   Key Financial Measures
   ----------------------

   The Company established five key measures to evaluate financial
   performance:  internal sales growth, operating income as a percent of
   sales, working capital as a percent to sales, free cash flow, and
   return on invested capital.

   STRATEGIC INITIATIVES
   ---------------------

   Productivity
   ------------

   The Company's objective is to reduce the cost of manufacturing a
   product by at least five percent per year on an ongoing basis in order
   to become the best-cost supplier to our customers.  To achieve
   productivity, the Company focuses on reducing purchasing costs,
   materials handling costs, manufacturing inefficiencies, and excess
   overhead costs to reduce the overall cost of manufacturing products.

   Streamlining
   ------------

   The streamlining initiative represents the Company's commitment and
   focus on reducing non-value added activities and excess layers within
   the organization.  The Company's goal is to use the savings generated
   from streamlining to fund marketing and other key initiatives, without
   increasing total expenses.  The Company is vigilant in creating a
   leaner organization that is more flexible in its response time, both
   internally and externally. 



                                     10


   New Product Development
   -----------------------

   The Company is determined to become the leader in introducing cutting-
   edge, innovative, and patented new products to the marketplace.  The
   Company seeks to employ the best and brightest new product engineers
   in order to achieve this goal through the implementation and execution
   of a world-class product development process.  The Company's intention
   is to become a "new product machine" that will enhance the brand image
   and help secure additional store listings. 

   Marketing
   ---------

   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 marketing 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.

   The Company is also committed to selective media advertising,
   including national television advertising where appropriate, in order
   to increase brand awareness among end-users of the product.

   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.

   Phoenix Program

   The marketing effort focuses largely on an extensive grass roots
   marketing campaign, highlighted by our Phoenix Program, which was
   introduced in 2001.  This initiative is an action-oriented field sales
   force consisting of approximately 500 recent university graduates. 
   The team works in the field, primarily within our Strategic Account
   structure, performing in-store product demonstrations, event
   marketing, on-shelf merchandising, interacting with the end-user, and
   maintaining an ongoing relationship with store personnel.  This
   initiative allows the Company to enhance product placement and

                                     11


   minimize stock outages and, together with the Strategic Account
   Management Program, to maximize shelf space potential.  This program
   continues to gain traction throughout several accounts and is expected
   to translate to the Consolidated Financial Statements through the
   impact of shelf space gains going forward.

   Strategic Account Management
   ----------------------------

   In 2001, the Company introduced the Strategic Account Management
   Program.  The Strategic Account Management Program is the Company's
   sales and marketing approach that focuses growth efforts on strategic
   accounts with high long-term growth potential.  Separate sales
   organizations have been established to more effectively manage the
   relationship at the largest strategic accounts, specifically Wal*Mart,
   The Home Depot and Lowe's.  As part of this program, the Company
   established President level positions to more effectively manage the
   relationships with these accounts.  The program allows the Company to
   present these customers with "one face" to enhance the Company's
   response time, understand the customer's needs and support the best
   possible customer relationship.

   Collaboration
   -------------

   Collaboration represents the Company's focus to benefit from the
   sharing of best practices and the reduction of costs achieved through
   economies of scale.  For example, functions, such as purchasing and
   distribution and transportation, have been centralized to increase
   buying power across the Company.

   Additionally, certain administrative functions are centralized at the
   corporate level including 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 location,
   making it easier to observe overall business trends and manage the
   Company's businesses.


   OTHER INFORMATION
   -----------------

   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

                                     12


   product presentation, optimize display space for both sales and income
   and encourage impulse buying by retail customers.

   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.

   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, best-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.  

   Foreign Operations
   ------------------

   Information regarding the Company's 2002, 2001 and 2000 foreign
   operations is included in Footnote 14 to the Consolidated Financial
   Statements and is incorporated by reference herein.

   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.





                                     13


   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.  The Rubbermaid and Calphalon Home business segments typically
   have higher sales in the second half of the year due to retail
   stocking related to the holiday season; the Irwin business segment has
   higher sales in the second and third quarters due to an increased
   level of do-it-yourself projects completed in the summer months; and
   the Sharpie business segment has higher sales in the second and third
   quarters due to the back-to-school season.  Because these seasonal
   trends are moderate, the Company's consolidated quarterly sales do not
   fluctuate significantly, unless a significant acquisition is made.

   Patents and Trademarks
   ----------------------

   The Company has many patents, trademarks, brand names and trade names
   that are, in the aggregate, increasingly important to its business. 
   The Company believes that no individual patent, trademark, brand name
   or trade name, other than the United States registered "Rubbermaid"
   trademark, is material to its consolidated operations.

   Competition
   -----------

   The Company competes with numerous other manufacturers and
   distributors of consumer products, many of which are large and
   well-established.  The Company's principal customers are large mass
   merchandisers, such as discount stores, home centers, warehouse clubs
   and office superstores.  The rapid growth of these large mass
   merchandisers, together with changes in consumer shopping patterns,
   have contributed to a significant consolidation of the consumer
   products retail industry and the formation of dominant multi-category
   retailers, many of which have strong bargaining power with suppliers. 
   This environment significantly limits the Company's ability to recover
   cost increases through selling prices.  Other trends among retailers
   are to foster high levels of competition among suppliers, to demand
   that manufacturers supply innovative new products and to require
   suppliers to maintain or reduce product prices and deliver products
   with shorter lead times.  Another trend, in the absence of a strong
   new product development effort or strong end-user brands, is for the
   retailer to import generic products directly from foreign sources. 
   The combination of these market influences has created an intensely
   competitive environment in which the Company's principal customers
   continuously evaluate which product suppliers to use, resulting in
   pricing pressures and the need for strong end-user brands, the ongoing

                                     14


   introduction of innovative new products and continuing 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 (which includes
   Sam's Club), accounted for approximately 15% of net sales in 2002. 
   Other top ten customers included (IN ALPHABETICAL ORDER): JC Penney,
   Kmart, Lowe's, Staples, Target, The Home Depot, The Office Depot, Toys
   'R Us and United Stationers.

   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 Management's Discussion and Analysis section of this report and in
   Footnote 15 to the Consolidated Financial Statements and is
   incorporated by reference herein.

   Employees
   ---------

   As of December 31, 2002, the Company had approximately 47,000
   employees worldwide, of whom approximately 9,000 are covered by
   collective bargaining agreements or, in certain countries, other
   collective arrangements decreed by statute.















                                     15



 
  ITEM 2.   REAL PROPERTIES
   -------   ---------------

   The following table shows the location and general character of the
   principal operating facilities owned or leased by the Company.  The
   properties are listed within their designated business segment: 
   Rubbermaid; Sharpie; Irwin; and Calphalon Home.  These are the primary
   manufacturing locations and in many instances also contain
   administrative offices and warehouses used for distribution of our
   products.  The Company also maintains sales offices throughout the
   United States and the world.  The corporate offices are located in
   Illinois in owned facilities at Freeport (approximately 91,000 square
   feet) and in owned and leased space in Rockford (approximately 8,700
   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's properties are generally in good
   condition, well maintained, and are suitable and adequate to carry on
   the Company's business.


<TABLE>
<CAPTION>

     BUSINESS
     SEGMENT           LOCATION        CITY                OWNED OR LEASED   GENERAL CHARACTER
     --------          --------        ----                ---------------   -----------------
     <s>               <c>             <c>                       <c>         <c>                     
     RUBBERMAID
     ----------
                       AZ              Phoenix                    L          Commercial Products
                       Mexico          Cadereyta                  O          Commercial Products
                       TN              Cleveland                  O          Commercial Products   2 facilities
                       Mexico          Monterrey                  L          Commercial Products
                       VA              Winchester                O/L         Commercial Products   2 facilities
                       AZ              Phoenix                    O          Home Products
                       France          Amiens                     O          Home Products
                       France          Grossiat                   O          Home Products
                       France          Lomme                      L          Home Products
                       Germany         Dreieich                   O          Home Products
                       Hungary         Debrecen                   L          Home Products
                       IA              Centerville               O/L         Home Products   2 facilities
                       Mexico          Cartagena                  O          Home Products
                       Mexico          Tultitlan                  O          Home Products
                       NC              Greenville                 O          Home Products
                       Netherlands     Brunssum                   O          Home Products
                       OH              Mogadore                   O          Home Products
                       OH              Wooster                    O          Home Products
                       Canada          Mississauga                O          Home Products
                       Poland          Seupsk                     O          Home Products
                       Spain           Zaragoza                   O          Home Products
                       TX              Cleburne                   O          Home Products
                       TX              Greenville                 O          Home Products
                       TX              Wills Point                L          Home Products
                       UK              Corby                      O          Home Products
                       Netherlands     Goirle                     O          Home Products 
                       KS              Winfield                   O          Home Products   2 facilities

                                                               16


                       MO              Farmington                 O          Outdoor Play Systems
                       Canada          Paris                      L          Outdoor Play Systems
                       CA              San Bernadino              O          Infant Products
                       OH              Canton                     O          Infant Products
                       OH              Macedonia                  O          Infant Products
                       PA              Elverson                   O          Infant Products
                       PA              Exton                      L          Infant Products
                       SC              Greer                      L          Infant Products
                       Mexico          Piedras Negras             L          Infant Products
                       CA              City of Industry           L          Juvenile Products
                       OH              Hudson                     O          Juvenile Products
                       OH              Sebring                    O          Juvenile Products
                       Luxembourg      Niedercorn                 O          Juvenile Products
                       CA              Vista                      O          Home Storage Systems
                       MO              Jackson                    O          Home Storage Systems
                       Canada          Watford                    O          Home Storage Systems 
                       TN              Maryville                  O          Office & Storage Organizers
                       WI              Madison                   O/L         Office & Storage   2 facilities
                       Puerto Rico     Moca                       O          Office & Storage Organizers
                       IL              Elk Grove                  O          Office & Storage   2 facilities

     SHARPIE
     -------
                       TN              Lewisburg                  O          Cosmetic Pencils
                       CA              Santa Monica               L          Writing Instruments
                       IL              Bellwood                   O          Writing Instruments   3 facilities
                       IL              Bolingbrook                L          Writing Instruments
                       TN              Lewisburg                  O          Writing Instruments
                       TN              Shelbyville                O          Writing Instruments   2 facilities
                       WI              Janesville                 L          Writing Instruments
                       Canada          Oakville                   L          Writing Instruments
                       Colombia        Bogota                     O          Writing Instruments
                       France          St. Herblain               O          Writing Instruments
                       France          Valence                    O          Writing Instruments
                       Germany         Hamburg                    O          Writing Instruments
                       Germany         Baden-Baden                L          Writing Instruments
                       Mexico          Pasteje                    L          Writing Instruments
                       Mexico          Tijuana                    L          Writing Instruments
                       Mexico          Tlalnepantla               O          Writing Instruments
                       UK              Newhaven                   O          Writing Instruments
                       UK              Kings Lynn                 O          Writing Instruments
                       China           Shanghai                   L          Writing Instruments
                       Venezuela       Maracay                    O          Writing Instruments
                       GA              Manchester                 O          Hair Accessories 
                       GA              Columbus                  O/L         Hair Accessories   2 facilities

     IRWIN
     -----
                       Mexico          Ciudad Juarez              L          Window Treatments
                       Mexico          Naco                       L          Window Treatments
                       AZ              Douglas                    L          Window Treatments
                       Canada          Calgary                    L          Window Treatments

                                                               17


                       Canada          Toronto                    L          Window Treatments
                       Denmark         Hornum                     O          Window Treatments
                       France          Feuquieres-en-             O          Window Treatments
                                       Vimeu
                       France          Tremblay-les-              O          Window Treatments
                                       Villages
                       GA              Athens                     O          Window Treatments
                       Germany         Borken                     L          Window Treatments
                       Germany         Isny                       O          Window Treatments
                       IL              Freeport                  O/L         Window Treatments
                       Italy           Como                       O          Window Treatments
                       Italy           Frosinone                  O          Window Treatments
                       NC              High Point                 O          Window Treatments
                       Spain           Vitoria                    O          Window Treatments
                       Sweden          Anderstorp                 O          Window Treatments
                       Sweden          Malmo                      O          Window Treatments
                       UK              Ashbourne                  O          Window Treatments
                       UK              Birmingham                O/L         Window Treatments
                       UK              Tamworth                   O          Window Treatments
                       UK              Watford Herts              L          Window Treatments
                       UT              Ogden                      O          Window Treatments
                       UT              Salt Lake City             L          Window Treatments
                       CA              Westminster                L          Window Treatments 
                       TN              Johnson City               O          Paint Applicators
                       WI              Milwaukee                  O          Paint Applicators
                       NY              Medina                     O          Propane/Oxygen Hand Torches
                       NY              Ogdensburg                 O          Small Hardware
                       IL              Rockford                   O          Hardware
                       TN              Memphis                    L          Small Hardware
                       IN              Lowell                     O          Window Hardware
                       AR              Lexa                       O          Tools
                       NE              Beatrice                   O          Tools
                       NE              DeWitt                     O          Tools
                       NY              Buffalo                    O          Tools
                       ME              Gorham                     O          Tools
                       OH              Wilmington                 O          Tools   3 facilities
                       WI              Cumberland                 O          Tools
                       IL              Vernon Hills               L          Tools
                       NE              Lincoln                    L          Tools
                       NC              Huntersville               L          Tools
                       Australia       Auburn                     L          Tools
                       Australia       Scoresby                   L          Tools
                       Canada          Cambridge                  L          Tools
                       New Zealand     Auckland                   L          Tools
                       New Zealand     Rotorua                    L          Tools
                       New Zealand     Wellsford                  O          Tools
                       Portugal        Velha                      L          Tools
                       Poland          Brodnica                   O          Tools
                       Brazil          San Paulo                  O          Tools   2 facilities
                       Brazil          Carlos Bobos               O          Tools
                       Denmark         Asnaes                     O          Tools
                       Denmark         Copenhagen                 O          Tools

                                                               18



                       Denmark         Thisted                    O          Tools
                       Holland         Ijlst                      O          Tools
                       UK              Sheffield                  O          Tools
                       UK              Wigan                      O          Tools

     CALPHALON HOME
     --------------
                       OH              Perrysburg                 O          Cookware
                       WI              Manitowoc                  O          Cookware & Bakeware 
                       Brazil          Sao Paulo                  L          Cookware
                       Germany         Muhltal                    O          Plastic Storage Ware
                       UK              Sunderland                 O          Glassware & Bakeware
                       France          Chateauroux                O          Glassware & Bakeware
                       OH              Lancaster                  O          Glassware & Bakeware
                       PA              Monaca                     O          Glassware & Food Service
                       France          La Ferte Milon             O          Picture Frames
                       France          Neunge Sur                O/L         Picture Frames
                                       Beuvron
                       France          St. Laurent Sur            O          Picture Frames
                                       Gorre
                       Mexico          Durango                    O          Picture Frames
                       NC              Statesville               O/L         Picture Frames
                       TX              Laredo                     L          Picture Frames
                       TX              Taylor                     O          Picture Frames
                       TX              Austin                     L          Picture Frames
                       NH              Claremont                 O/L         Picture Frames & Photo Albums

</TABLE>


























                                                               19



   ITEM 3.   LEGAL PROCEEDINGS
   -------   -----------------

   Information regarding legal proceedings is included in Footnote 15 to
   the Consolidated Financial Statements and is incorporated by reference
   herein.



   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 2002.

        SUPPLEMENTARY ITEM - EXECUTIVE OFFICERS OF THE REGISTRANT


<TABLE>
<CAPTION>

      Name                        Age          Present Position With The Company
      ----                        ---          ---------------------------------
      <s>                         <c>          <c>       
      Joseph Galli, Jr.           44           President and Chief Executive Officer

      William T. Alldredge        63           President-Corporate Development and
                                               Chief Financial Officer

      Jeffery E. Cooley           50           Group President, Calphalon Home Group

      David A. Klatt              38           Group President, Rubbermaid Group

      Robert S. Parker            57           Group President, Sharpie Group

      James J. Roberts            44           Group President, Irwin Group

      J. Patrick Robinson         47           Vice  President - Controller  and  Chief
                                               Accounting Officer

      Timothy J. Jahnke           43           Vice President - Human Resources

      Dale L. Matschullat         57           Vice President - General Counsel

</TABLE>


   Joseph Galli, Jr. has been President and Chief Executive Officer of
   the Company since January 8, 2001.  Prior thereto, he was President
   and Chief Executive Officer of VerticalNet, Inc. (an internet
   business-to-business company) from May 2000 until January 2001.  From
   June 1999 until May 2000, he was President and Chief Operating Officer
   of Amazon.com (an internet business-to-consumer company). From 1980
   until June 1999, he held a variety of positions with The Black and
   Decker Corporation (a manufacturer and marketer of power tools and
   accessories), culminating as President of Black and Decker's Worldwide
   Power Tools and Accessories Group.

   William T. Alldredge has been President - Corporate Development and
   Chief Financial Officer since January 2001.  Prior thereto, he was

                                     20


   President - International Business Development from December 1999
   until January 2001.  From August 1983 until December 1999, he was Vice
   President - Finance.

   Jeffery E. Cooley has been Group President of the Company's Calphalon
   Home business segment since November 2000.  Prior thereto, he was
   President of the Company's Calphalon division from 1990 through
   October 2000.

   David A. Klatt has been Group President of the Company's Rubbermaid
   business segment since July 2001.  From April 2001 to July 2001, he
   was Division President of Rubbermaid Home Products.  Prior thereto, he
   was Chief Operating Officer of AirClic Inc. (a web-based software and
   services platform company for the mobile information market) from
   March 2000 until March 2001.  From September 1986 until March 2000, he
   held a variety of positions with The Black and Decker Corporation (a
   manufacturer and marketer of power tools and accessories), where he
   most recently served as Vice President/ General Manager of the U.S.
   Consumer Division.
    
   Robert S. Parker has been Group President of the Company's Sharpie
   business segment since August 1998.  Prior thereto, he was President
   of Sanford Corporation, both before and after the Company acquired it
   in 1992, from October 1990 to August 1998.

   James J. Roberts has been Group President of the Company's Irwin
   business segment since April 2001.  Prior thereto, he served as
   President - Worldwide Hand Tools and Hardware at the Stanley Works (a
   supplier of tools, door systems and related hardware) from September
   2000 until March 2001.  From July 1981 until September 2000, he held a
   variety of positions with The Black and Decker Corporation (a
   manufacturer and marketer of power tools and accessories), most
   recently as President Worldwide Accessories.

   J. Patrick Robinson has been Vice President - Controller and Chief
   Accounting Officer since May 2001.  Prior thereto, he was Chief
   Financial Officer of AirClic Inc. (a web-based software and services
   platform company for the mobile information market) from March 2000
   until May 2001.  From 1983 until March 2000, he held a variety of
   financial positions with The Black and Decker Corporation (a
   manufacturer and marketer of power tools and accessories), most
   recently as Vice President of Finance, Worldwide Power Tools.

   Timothy J. Jahnke has been Vice President - Human Resources since
   February 2001.  Prior thereto, he was President of the Anchor Hocking
   Specialty Glass division from June 1999 until February 2001.  From
   1995 until June 1999, he led the human resources department of the
   Company's Sanford division's worldwide operations.

   Dale L. Matschullat has been Vice President - General Counsel since
   January 2001.  Prior thereto, he was Vice President-Finance, Chief
   Financial Officer and General Counsel from January 2000 until January

                                     21


   2001.  From 1989 until January 2000, he was Vice President - General
   Counsel.



   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, 2002, there were 23,629
   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:


<TABLE>
<CAPTION>
                                     2002                     2001                     2000
                                     ----                     ----                     ----
     Quarters                  High        Low          High        Low          High        Low
     --------                  ----        ---          ----        ---          ----        ---
     <s>                       <c>       <c>           <c>         <c>           <c>        <c>
     First                     $33.52    $25.26        $29.21      $23.38        $31.25     $21.50
     Second                     35.76     29.33         27.34       24.00         27.56      23.81
     Third                      35.50     26.23         25.40       21.20         28.50      21.94
     Fourth                     34.32     28.08         28.13       22.87         22.88      18.69

</TABLE>


   The Company has paid regular cash dividends on its common stock since
   1947.  The quarterly cash dividend has been $0.21 per share since
   February 1, 2000, when it was increased from the $0.20 per share that
   had been paid since February 8, 1999.  

   Information regarding the 5.25% convertible quarterly income preferred
   securities issued by a wholly owned subsidiary trust of the Company,
   which are reflected as outstanding in the Company's Consolidated
   Financial Statements as Company-Obligated Mandatorily Redeemable
   Convertible Preferred Securities of a Subsidiary Trust, is included in
   Footnote 6 to the Consolidated Financial Statements.















                                     22



   ITEM 6.   SELECTED FINANCIAL DATA
   -------   -----------------------

   The following is a summary of certain consolidated financial
   information relating to the Company at December 31, (IN MILLIONS,
   EXCEPT PER SHARE DATA).  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.


<TABLE>
<CAPTION>
                                                    2002 (1)      2001 (1)     2000 (1)       1999           1998 
                                                    --------      --------     --------       ----           ----  
     <s>                                           <c>            <c>          <c>         <c>            <c>
     INCOME STATEMENT DATA
     Net sales                                     $7,453.9       $6,909.3     $6,934.7    $6,711.8       $6,493.2 
     Cost of products sold                          5,394.2        5,046.6      5,108.7     4,975.4        4,670.4 
                                                   --------       --------     --------    --------       -------- 
     Gross income                                   2,059.7        1,862.7      1,826.0     1,736.4        1,822.8 
                                                                                                                   
     Selling, general and administrative
       expenses                                     1,307.3        1,168.2        899.4     1,104.5          967.9 
     Restructuring costs                              122.7           66.7         43.0       241.6  (2)     115.1   (3)
     Goodwill amortization                                -           56.9         51.9        46.7           59.5 
                                                   --------       --------     --------    --------       -------- 
     Operating income                                 629.7          570.9        831.7       343.6          680.3 
     Nonoperating expenses (income):
          Interest expense                            110.6          137.5        130.0       100.0          100.5 
          Other, net                                   50.6           17.5         16.2        12.7         (237.1)  (4)
                                                   --------       --------     --------    --------       -------- 
        Net nonoperating expenses (income)            161.2          155.0        146.2       112.7         (136.6)
                                                   --------       --------     --------    --------       --------
     Income before income taxes and cumulative
       effect of accounting change                    468.5          415.9        685.5       230.9          816.9 
     Income taxes                                     157.0          151.3        263.9       135.5          335.1 
                                                   --------       --------     --------    --------       -------- 
     Income before cumulative effect of                                                                            
       accounting change                              311.5          264.6        421.6        95.4          481.8 
     Cumulative effect of accounting change, 
       net of tax                                    (514.9)             -            -           -              -
                                                   --------       --------     --------    --------       -------- 
     Net (loss)/income                              ($203.4)        $264.6       $421.6       $95.4         $481.8 
                                                   ========       ========     ========    ========       ======== 

     Weighted average shares outstanding:
          Basic                                       267.1          266.7        268.4       281.8          280.7
          Diluted                                     268.0          267.0        268.5       282.0          291.9








                                                               23



     Earnings per share before cumulative effect
     of accounting change:
          Basic                                      $1.17        $0.99        $1.57         $0.34          $1.72
          Diluted                                    $1.16        $0.99        $1.57         $0.34          $1.70
      (Loss)/Earnings per share:
          Basic                                     ($0.76)       $0.99        $1.57         $0.34          $1.72
          Diluted                                   ($0.76)       $0.99        $1.57         $0.34          $1.70

     Dividends per share                             $0.84        $0.84        $0.84         $0.80          $0.76

     BALANCE SHEET DATA
     Inventories, net                            $1,196.2     $1,113.8     $1,262.6      $1,034.8       $1,033.5 
     Working capital (5)                            465.6        316.8      1,329.5       1,108.7        1,278.8 
     Total assets                                 7,388.9      7,266.1      7,261.8       6,724.1        6,289.2 
     Short-term debt                                449.2        826.6        227.2         247.4          102.0 
     Long-term debt, net of current maturities    1,856.6      1,365.0      2,319.6       1,455.8        1,393.9
     Company-obligated mandatorily redeemable
     convertible preferred securities of a
     subsidiary trust                               500.0        500.0        500.0         500.0          500.0
     Stockholders' equity                         2,063.5      2,433.4      2,448.6       2,697.0        2,843.7 

</TABLE>


   (1)  Supplemental data regarding 2002, 2001 and 2000 is provided in

        Item 7, Management's Discussion and Analysis of Results of
        Operations and Financial Condition.
   (2)  The 1999 restructuring costs included $27.8 million for costs to
        exit business activities at seven facilities, write-down impaired
        Rubbermaid centralized software, write-off assets associated with
        abandoned projects and impaired assets and for costs related to
        discontinued product lines, $101.9 million relating to employee
        severance and termination benefits, $72.0 million relating to
        exited contractual commitments and $39.9 million for transaction
        costs related primarily to investment banking, legal and
        accounting costs for the Newell/Rubbermaid merger.
   (3)  The 1998 restructuring costs included $53.4 million for costs to
        exit business activities at five facilities, $45.8 million to
        write down impaired long-lived assets to their fair value and
        $16.0 million relating to employee severance and termination
        benefits.   
   (4)  The 1998 other nonoperating income included a $191.5 million gain
        on the sale of Black & Decker common stock and $59.8 million of
        gains on the sale of the Decora, Newell Plastics and Stuart Hall
        businesses.
   (5)  Working capital is defined as Current Assets less Current
        Liabilities.  








                                     24


   ACQUISITIONS OF BUSINESSES

   2002, 2001 and 2000
   -------------------

   Information regarding businesses acquired in the last three years is
   included in Footnote 2 to the Consolidated Financial Statements.

   1999
   ----

   In 1999, the Company acquired the following:


<TABLE>
<CAPTION>
                                            Business               Acquisition         Industry
   Business Name                            Description            Date                Segment
   --------------                           -----------            -----------         --------
   <s>                                      <c>                    <c>                 <c>
   Ateliers 28                              Drapery Hardware       April 2             Irwin

   Reynolds SA                              Writing Instruments    October 18          Sharpie

   McKechnie plc consumer                   Drapery Hardware,      October 29          Irwin
     product division                       Window Fashions,
                                            Shelving & Hardware

   Ceanothe Holding                         Picture Frames         December 29         Calphalon Home
</TABLE>


   For these and for other minor acquisitions made in 1999, the Company
   paid $397.3 million in cash and assumed $45.1 million of debt.

   1998
   ----

   In 1998, the Company acquired the following:


<TABLE>
<CAPTION>
                                            Business               Acquisition         Industry
   Business Name                            Description            Date                Segment
   -------------                            -----------            -----------         --------
   <s>                                      <c>                    <c>                 <c>
   Curver Consumer Products                 Plastic Housewares     January 21          Rubbermaid

   Swish Track and Pole                     Window Furnishings     March 27            Irwin

   Century Products                         Infant Products        May 19              Rubbermaid

   Panex S.A. Industria e Comercio          Aluminum Cookware      June 30             Calphalon Home

   Gardinia Group                           Window Treatments      August 31           Irwin

   Rotring Group                            Writing and Drawing    September 30        Sharpie
                                            Instruments, Art
                                            Materials and Color
                                            Cosmetics
</TABLE>


   For these and for other minor acquisitions made in 1998, the Company
   paid $615.7 million in cash and assumed $99.5 million of debt.  The
   finalized purchase price allocations for these acquisitions resulted
   in trade names and goodwill of approximately $387.1 million.

                                     25


   QUARTERLY SUMMARIES

   Summarized quarterly data for the last three years is as follows (IN
   MILLIONS, EXCEPT PER SHARE DATA) (unaudited):


<TABLE>
<CAPTION>

     Calendar Year                              1st          2nd          3rd          4th          Year
     -------------                              ---          ---          ---          ---          ----
     <s>                                    <c>           <c>          <c>          <c>         <c> 
     2002
     ----
     Net sales                              $1,597.0      $1,895.0     $1,948.3     $2,013.6     $7,453.9
     Gross income                              419.1         520.6        550.3        569.7      2,059.7
     Earnings before cumulative effect
       of accounting change                     50.9          88.6         76.2         95.8        311.5
     Net (loss)/income                        (464.0)         88.6         76.2         95.8      ($203.4)
     Earnings per share before cumulative
       effect of accounting change:
              Basic                             $0.19         $0.33        $0.29        $0.36        $1.17
              Diluted                            0.19          0.33        60.29         0.36         1.16
     (Loss)/Earnings per share:
              Basic                            ($1.74)        $0.33        $0.29        $0.36       ($0.76)
              Diluted                           (1.73)         0.33         0.29         0.36        (0.76)

     2001
     ----
     Net sales                              $1,610.7      $1,724.7     $1,767.8     $1,806.1     $6,909.3
     Gross income                              391.8         453.5        489.6        527.8      1,862.7
     Net income                                 38.4          72.0         83.5         70.7        264.6
     Earnings per share:
              Basic                             $0.14         $0.27        $0.31        $0.27        $0.99
              Diluted                            0.14          0.27         0.31         0.27         0.99

     2000
     ----
     Net sales                              $1,628.9      $1,787.0     $1,756.4     $1,762.4     $6,934.7 
     Gross income (1)                          408.4         486.5        468.3        462.8      1,826.0 
     Net income                                 76.2         128.0        123.0         94.4        421.6 
     Earnings per share:
              Basic                             $0.28         $0.48        $0.46        $0.35        $1.57 
              Diluted                            0.28          0.48         0.46         0.35         1.57 
</TABLE>


    (1)  Quarterly gross income amounts differ from those disclosed in the
         Form 10-Q for each respective quarter due to the reclassification
         of restructuring charges related to discontinued product lines to
         conform with the 2001 presentation.  Charges reclassified from
         Restructuring Costs to Cost of Products Sold in 2001 were (in
         thousands): $87, $888, $485 and $4,091 for the first, second,
         third and fourth quarters, respectively; the full year 2000
         reclassification totaled $5,551.


                                     26


   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 footnotes thereto.

   RESULTS OF OPERATIONS

   The following table sets forth for the periods indicated items from
   the Consolidated Statements of Operations as a percentage of net sales
   for the years ended December 31,:


<TABLE>
<CAPTION>
                                                          2002         2001         2000
                                                          ----         ----         ----
      <s>                                                <c>          <c>          <c>
      Net sales                                          100.0%       100.0%       100.0%
      Cost of products sold                               72.4         73.0         73.7 
                                                         -----        -----        ----- 
      Gross income                                        27.6         27.0         26.3 
      Selling, general and administrative expenses        17.5         16.9         13.0 
      Restructuring costs                                  1.6          1.0          0.6 
      Goodwill amortization                                  -          0.8          0.7 
                                                         -----        -----        ----- 
      Operating income                                     8.5          8.3         12.0 
      Nonoperating expenses:                                    
               Interest expense                            1.5          2.0          1.9 
               Other, net                                  0.7          0.3          0.2 
                                                         -----        -----        ----- 
               Net nonoperating expenses                   2.2          2.3          2.1 
      Income  before income  taxes  and cumulative
        effect of accounting change                        6.3          6.0          9.9 
      Income taxes                                         2.1          2.2          3.8 
      Income before cumulative effect of                                                 
        accounting change                                  4.2          3.8          6.1 
      Cumulative effect of accounting change,                           
        net of tax                                        (6.9)           -            - 
                                                         -----        -----        ----- 
      Net (loss)/income                                   (2.7)%        3.8%         6.1%
                                                         =====        =====        ===== 
</TABLE>


   2002 VERSUS 2001

   Net sales for 2002 were $7,453.9 million, representing an increase of
   $544.6 million, or 7.9%, from $6,909.3 million in 2001. The increase
   primarily resulted from internal sales growth of 3.3% and sales
   contribution from American Tool Companies, Inc. of $318.3 million
   (acquired April 2002).  


                                     27


   Gross income as a percentage of net sales in 2002 was 27.6%, or
   $2,059.7 million, versus 27.0%, or $1,862.7 million, in 2001. Gross
   income includes restructuring related and other charges relating to
   integration costs of recent acquisitions of $13.8 million ($9.2
   million after taxes) and $7.4 million ($4.7 million after taxes) in
   2002 and 2001, respectively.  The improvement in gross income is
   primarily related to the implementation of a productivity initiative
   throughout the Company and higher margins from our new products.  The
   Company's productivity objective is to reduce the cost of
   manufacturing a product by at least five percent per year on an
   ongoing basis in order to become the best-cost supplier to our
   customers.  To achieve productivity improvements, the Company is
   focusing on reducing purchasing costs, materials handling costs,
   manufacturing inefficiencies, and excess overhead costs to reduce the
   overall cost of manufacturing products.  

   Selling, general and administrative expenses ("SG&A") in 2002 were
   17.5% of net sales, or $1,307.3 million, versus 16.9%, or $1,168.2
   million, in 2001.  SG&A includes charges relating to integration costs
   of recent acquisitions of $7.4 million ($4.9 million after taxes) and
   $12.0 million ($7.7 million after taxes) in 2002 and 2001,
   respectively.  The increase in SG&A is a result of the American Tool
   Companies, Inc. acquisition ($75.5 million) and planned investments in
   marketing initiatives, including the Company's Strategic Account
   Management Program, television advertising program and Phoenix
   Program, supporting the Company's brand portfolio and strategic
   account management strategy.

   The Company continues to invest in several programs launched in 2001. 
   The Strategic Account Management Program is the Company's sales and
   marketing approach that focuses growth efforts on strategic accounts
   with high long-term growth potential.  Separate sales organizations
   have been established to more effectively manage the relationship at
   the largest strategic accounts, specifically Wal*Mart, The Home Depot
   and Lowe's.  As part of this program, the Company established
   President level positions to more effectively manage the relationships
   with these accounts.  The program allows the Company to present these
   customers with "one face" to enhance the Company's response time,
   understand the customer's needs and support the best possible customer
   relationship.

   In addition to the Strategic Account Management Program, the Company
   also continues to invest in its Phoenix Program.  This initiative is
   an action-oriented field sales force consisting of approximately 500
   recent university graduates.  The team works in the field, primarily
   within our Strategic Account structure, performing in-store product
   demonstrations, event marketing, on-shelf merchandising, interacting
   with the end-user, and maintaining an ongoing relationship with store
   personnel.  This initiative allows the Company to enhance product
   placement and minimize stock outages and, together with the Strategic
   Account Management Program, to maximize shelf space potential.  This
   program continues to gain traction throughout several accounts and is

                                     28


   expected to translate to the Consolidated Financial Statements through
   the impact of shelf space gains going forward.

   During 2002, the Company recorded pre-tax restructuring charges of
   $122.7 million associated with the Company's strategic restructuring
   plan.  The restructuring plan is intended to streamline the Company's
   supply chain to ensure its position as the best-cost global provider
   throughout the Company's product portfolio.  The plan consists of
   reducing worldwide headcount over the three years beginning in 2001,
   and includes consolidating duplicate manufacturing facilities.  As
   part of this plan, the Company incurred employee severance and
   termination benefit costs for approximately 3,100 employees. 
   Additionally, the Company incurred facility exit costs related
   primarily to the closure of 43 facilities (seven at Rubbermaid, eight
   at Sharpie, fourteen at Irwin, twelve at Calphalon Home and two
   corporate administrative offices).  See Footnote 3 to the
   Consolidated Financial Statements for a review of these charges.

   Operating income in 2002 was 8.5% of net sales, or $629.7 million,
   versus 8.3% of net sales, or $570.9 million, in 2001. Operating income
   includes restructuring and other charges of $143.9 million ($95.8
   million after taxes) and $86.1 million ($54.8 million after taxes) in
   2002 and 2001, respectively.  The increase in operating margins was
   primarily due to improvement in gross margin and the elimination of
   amortization expense associated with goodwill (see Footnote 1 to the
   Consolidated Financial Statements for additional discussion) offset by
   planned investment in marketing initiatives supporting the Company's
   brand portfolio and strategic account management strategy and
   restructuring charges to streamline the Company's supply chain.

   Net nonoperating expenses in 2002 were 2.2% of net sales, or $161.2
   million, versus 2.3%, or $155.0 million, in 2001. Net nonoperating
   expense includes charges relating to integration costs of recent
   acquisitions and costs related to the Anchor Hocking withdrawn
   divestiture of $23.7 million ($15.9 million after tax) in 2002.  These
   costs were partially offset by lower interest rates.  See Footnotes
   2 and 13 to the Consolidated Financial Statements for additional
   details.

   The effective tax rate was 33.5% for the year ended December 31, 2002
   versus 36.4% in the prior year.  See Footnote 12 to the Consolidated
   Financial Statements for an explanation of the effective tax rate.

   Net income before cumulative effect of accounting change in 2002 was
   $311.5 million, a $46.9 million, or 17.7% increase from $264.6 million
   in 2001. Diluted earnings per share before cumulative effect of
   accounting change was $1.16 in 2002 compared to $0.99 in 2001.

   During the first quarter of 2002, the Company completed the required
   impairment tests of goodwill and indefinite life intangible assets,
   which resulted in an impairment charge of $514.9 million, net of tax. 
   See Footnote 1 to the Consolidated Financial Statements for further

                                     29


   information on the Company's adoption of Statement of Financial
   Accounting Standards ("SFAS") No. 142, "Goodwill and other Intangible
   Assets."

   Net loss for 2002 was $203.4 million compared to net income of $264.6
   million in 2001. Basic and diluted loss/earnings per share in 2002
   decreased to a loss of $0.76 versus income of $0.99 in 2001. The
   decrease in net income and earnings per share in 2002 was primarily
   due to the cumulative effect of accounting changes related to
   goodwill, and increased restructuring charges to streamline the
   Company's supply chain, partially offset by an improvement in gross
   margins, the elimination of amortization expense associated with
   goodwill, lower interest rates and a reduction in income tax expense. 
   See Footnote 1 to the Consolidated Financial Statements for additional
   details related to cumulative effect of accounting change charge for
   goodwill.

   BUSINESS SEGMENT OPERATING RESULTS:

   The Company operates in four general segments:

   Net Sales by Segment were as follows for the year ended December 31,
   (IN MILLIONS):

                                       2002         2001      % Change
                                       ----         ----      --------

   Rubbermaid                        $2,592.4     $2,565.6        1.0%
   Sharpie                            1,908.7      1,799.4        6.1 
   Irwin                              1,727.3      1,382.6       24.9 
   Calphalon Home                     1,225.5      1,161.7        5.5 
                                     --------     --------       ---- 
       Total Net Sales               $7,453.9     $6,909.3        7.9%
                                     ========     ========       ==== 

   Operating Income by Segment were as follows for the year ended
   December 31, (IN MILLIONS):

                                        2002         2001      % Change
                                        ----         ----      --------

   Rubbermaid                          $214.5       $200.9        6.8%
   Sharpie                              323.3        278.3       16.2 
   Irwin                                136.4        126.5        7.8 
   Calphalon Home                       119.5        120.1       (0.5)
                                       ------       ------       ---- 
       Segment Operating Income*       $793.7       $725.8        9.4%
                                       ======       ======       ==== 

   *  Segment Operating Income excludes corporate costs and Restructuring 
      Expense.  See Footnote 14 to the Consolidated Financial Statements 
      for the detail of Operating Income by Segment including Corporate 
      and Restructuring Expense.

                                     30


   RUBBERMAID

   Net sales for 2002 were $2,592.4 million, an increase of $26.8
   million, or 1.0%, from $2,565.6 million in 2001.  The 1.0% sales
   growth was primarily due to 5.6% sales growth at the Rubbermaid Home
   Products division, partially offset by an 11.5% sales decline at
   Graco.  The decline at Graco was primarily due to an increase in
   competitive pressures.  The primary reasons for the overall sales
   increase were sales gains at strategic accounts and new product
   introductions, such as the Rubbermaid TakeAlongs{R}, the Slim
   Cooler{TM}, Stain Shield{TM}, and the Tool Tower{TM} and growth in
   existing products, partially offset by product price reductions.

   Operating income for 2002 was $214.5 million, an increase of $13.6
   million, or 6.8%, from $200.9 million in 2001.  The increase is
   primarily related to productivity improvements and increased margin
   for new products, partially offset by product price reductions and
   continued investments in divisional growth initiatives, including
   costs related to new product development and product launches,
   primarily television advertising for featured items such as the Slim
   Cooler{TM} and the Tool Tower{TM}.

   SHARPIE

   Net sales for 2002 were $1,908.7 million, an increase of $109.3
   million, or 6.1%, from $1,799.4 million in 2001.  The 6.1% sales
   growth was fueled by 20.4% sales growth at Eldon.  The primary reasons
   for the increase were sales gains at strategic accounts, new product
   introductions (including the Sharpie{R} Chisel Tip and Liquid Paper{R}
   Backtracker{TM}), and growth in existing Paper Mate{R} pens,
   Sharpie{R} permanent markers and Colorific{R} product lines.  

   Operating income for 2002 was $323.3 million, an increase of $45.0
   million, or 16.2%, from $278.3 million in 2001.  The increase is
   primarily related to productivity improvements and increased margin
   from new products, partially offset by continued investments in
   divisional growth initiatives, primarily television advertising for
   the Sharpie{R} and Paper Mate{R} brands.

   IRWIN

   Net sales for 2002 were $1,727.3 million, an increase of $344.7
   million, or 24.9%, from $1,382.6 million in 2001.  Excluding $318.3
   million in sales from the American Tool acquisition, sales increased
   $26.4 million, or 1.9%.  Sales growth was fueled primarily by 14.0%
   sales growth at the BernzOmatic division offset by a decline of 1.3%
   at the Levolor/Kirsch division.  The American Tool acquisition
   integration continues on plan.

   Operating income for 2002 was $136.4 million, an increase of $9.9
   million, or 7.8%, from $126.5 million in 2001.  Excluding $24.6
   million in operating income from the American Tool acquisition,

                                     31


   operating income decreased $14.7 million, or 11.6%.  The decrease in
   operating income was primarily due to product price reductions and
   continued investment in sales and marketing growth initiatives, as
   well as start-up costs related to the American Tool acquisition,
   partially offset by cost savings from productivity initiatives.

   CALPHALON HOME

   Net sales for 2002 were $1,225.5 million, an increase of $63.8
   million, or 5.5%, from $1,161.7 million in 2001.  Sales growth related
   primarily to Calphalon and Cookware Europe divisions related to new
   product introductions and existing product sales at strategic
   accounts, partially offset by product price reductions.

   Operating income for 2002 was $119.5 million, a decrease of $0.6
   million, or 0.5%, from $120.1 million in 2001.  The slight decrease in
   operating income was due primarily to product price reductions and
   costs related to marketing growth initiatives, offset by cost savings
   from productivity initiatives and new and existing product growth.

   2001 VERSUS 2000

   Net sales for 2001 were $6,909.3 million, representing a decrease of
   $25.4 million, or 0.4%, from $6,934.7 million, in 2000.  The sales
   decline was primarily due to shelf space losses at key customers and a
   significant downturn in the U.S. economy, partially offset by $498.5
   million of sales contributions from Paper Mate/Parker (acquired
   December 2000).  

   Gross income as a percentage of net sales in 2001 was 27.0%, or
   $1,862.7 million, versus 26.3%, or $1,826.0 million, in 2000. Gross
   income includes restructuring related and other charges relating to
   integration costs of recent acquisitions of $7.4 million ($4.7 million
   after taxes) and $7.9 million ($4.9 million after taxes) in 2001 and
   2000, respectively.  The gross income improvement is primarily due to
   the December 29, 2000 acquisition of the Paper Mate/Parker
   business.  Excluding this acquisition, gross income margins were flat. 
   The implementation of the productivity initiative throughout the
   Company in 2001 maintained gross income margin percentages at 2000
   levels despite significant increased fixed costs as production at the
   Company's manufacturing facilities was slowed in an effort to reduce
   inventories (net inventories decreased $148.8 million during 2001).

   Selling, general and administrative expenses ("SG&A") in 2001 were
   16.9% of net sales, or $1,168.2 million, versus 13.0%, or $899.4
   million, in 2000.  SG&A includes charges relating to integration costs
   of recent acquisitions of $12.0 million ($7.7 million after taxes) and
   $8.8 million ($5.4 million after taxes) in 2001 and 2000, respectively.
   The increase in SG&A is a result of the Paper Mate/Parker acquisition
   and planned investments in marketing initiatives, including the



                                     32


   Company's Strategic Account Management and Phoenix Programs, supporting
   the Company's brand portfolio and strategic account strategy.  

   During 2001, the Company recorded pre-tax restructuring charges of
   $66.7 million associated with the Company's strategic restructuring
   plan.  The restructuring plan is intended to streamline the Company's
   supply chain to ensure its position as the best-cost global provider
   throughout the Company's product portfolio.  The plan consists of
   reducing worldwide headcount over the three years beginning in 2001,
   and includes consolidating duplicate manufacturing facilities.  As
   part of this plan, the Company incurred employee severance and
   termination benefit costs for approximately 1,700 employees. 
   Additionally, the Company incurred facility exit costs related
   primarily to the closure of 14 facilities (four at Rubbermaid, one at
   Sharpie, six at Irwin and three at Calphalon Home).  See Footnote 3
   to the Consolidated Financial Statements for a review of these
   charges.

   During 2000, the Company recorded pre-tax restructuring charges of
   $43.0 million related primarily to the continued Rubbermaid
   integration and plant closures at Irwin.  The Company incurred
   employee severance and termination benefit costs related to
   approximately 700 employees terminated in 2000.  Such costs included
   severance and government mandated settlements for facility closures at
   Rubbermaid Europe, change in control payments made to former
   Rubbermaid executives, employee terminations at the domestic
   Rubbermaid divisions and severance at  Irwin.  The Company incurred
   merger transaction costs related primarily to legal settlements for
   Rubbermaid's 1998 sale of a former division and other merger related
   contingencies resolved in 2000.  Additionally, the Company incurred
   facility and other exit costs related primarily to the closure of five
   European Rubbermaid facilities, three window furnishings facilities as
   well as the exit of various Rubbermaid product lines. See Footnote 3
   to the Consolidated Financial Statements for a review of these
   charges.

   For the year ended December 31, 2001, goodwill amortization as a
   percentage of net sales was 0.8%, or $56.9 million, versus 0.7%, or
   $51.9 million, for the year ended December 31, 2000.  The increase in
   goodwill amortization is a result of additional goodwill associated
   with the Paper Mate/Parker acquisition in December 2000.

   Operating income in 2001 was 8.3% of net sales, or $570.9 million,
   versus 12.0% of net sales, or $831.7 million, in 2000.  Operating
   income includes restructuring and other charges of $86.1 million
   ($54.8 million after taxes) and $59.7 million ($36.7 million after
   taxes) in 2001 and 2000, respectively.  The decrease in operating
   margins was primarily due to planned investment in marketing
   initiatives supporting the Company's brand portfolio and strategic
   account strategy.



                                     33


   Net nonoperating expenses in 2001 were 2.3% of net sales, or $155.0
   million, versus 2.1%, or $146.2 million, in 2000. The increased
   expenses in 2001 are a result of the Company's increased average level
   of debt, partially offset by lower interest rates.

   The effective tax rate was 36.4% for the year ended December 31, 2001
   versus 38.5% in the prior year.  See Footnote 12 to the Consolidated
   Financial Statements for an explanation of the effective tax rate.

   Net income for 2001 was $264.6 million compared to net income of
   $421.6 million in 2000.  Basic and diluted earnings per share in 2001
   decreased 36.9% to $0.99 from $1.57 in 2000. Net income includes pre-
   tax restructuring and other charges of $86.1 million ($54.8 million
   after taxes) and $59.7 million ($36.7 million after taxes) in 2001 and
   2000, respectively.  The decrease in net income and earnings per
   share for 2001 was primarily due to internal sales declines, planned
   investment in the Company's marketing initiatives and increased
   restructuring charges to streamline the Company's manufacturing
   network.  

   BUSINESS SEGMENT OPERATING RESULTS:

   The Company operates in four general segments:

   Net Sales by Segment were as follows for the year ended December 31,
   (IN MILLIONS):

                                            2001       2000       % Change
                                            ----       ----       --------

   Rubbermaid                             $2,565.6   $2,809.3       (8.7)%
   Sharpie                                 1,799.4    1,423.5       26.4  
   Irwin                                   1,382.6    1,455.0       (5.0) 
   Calphalon Home                          1,161.7    1,246.9       (6.8) 
                                          --------   --------       ----  
       Total Net Sales                    $6,909.3   $6,934.7       (0.4)%
                                          ========   ========       ====  

   Operating Income by Segment were as follows for the year ended
   December 31, (IN MILLIONS):

                                           2001        2000        % Change
                                           ----        ----        --------

   Rubbermaid                              $200.9      $326.2       (38.4)%
   Sharpie                                  278.3       250.4        11.1  
   Irwin                                    126.5       207.2       (38.9) 
   Calphalon Home                           120.1       172.9       (30.5) 
                                           ------      ------        ----  
       Segment Operating Income*           $725.8      $956.7       (24.1)%
                                           ======      ======        ====  

   *  Segment Operating Income excludes Corporate costs and Restructuring 
      Expense.  See Footnote 14 to the Consolidated Financial Statements 
      for the detail of Operating Income by Segment including Corporate 
      and Restructuring Expense.

                                    34


   RUBBERMAID

   Net sales for 2001 were $2,565.6 million, a decrease of $243.7
   million, or 8.7%, from $2,809.3 million in 2000.  The 8.7% sales
   decline was primarily due to the Little Tikes and Graco divisions. 
   The primary reasons for the overall sales decline were losses of shelf
   space at key customers and a significant downturn in the U.S. economy.

   Operating income for 2001 was $200.9 million, a decrease of $125.3
   million, or 38.4%, from $326.2 million in 2000.  The decrease resulted
   primarily from reduced margins caused by the sales declines mentioned
   above and planned investment in marketing initiatives to support the
   Company's brand portfolio and Strategic Account Management Program.

   SHARPIE

   Net sales for 2001 were $1,799.4 million, an increase of $375.9
   million, or 26.4%, from $1,423.5 million in 2000.  Excluding $498.5
   million in sales from the Paper Mate/Parker acquisition, sales
   decreased $122.6 million, or 8.6%.  The primary reasons for the
   overall sales decline was softness in the commercial channel and a
   significant downturn in the U.S. economy.

   Operating income for 2001 was $278.3 million, an increase of $27.9
   million, or 11.1%, from $250.4 million in 2000.  The increase resulted
   primarily from increased sales from the Paper Mate/Parker acquisition
   offset by reduced margins caused by sales declines in our core
   business and planned investment in marketing initiatives to support
   the Company's brand portfolio and Strategic Account Management
   Program.

   IRWIN

   Net sales for 2001 were $1,382.6 million, a decrease of $72.4 million,
   or 5.0%, from $1,455.0 million in 2000.  The 5.0% sales decline was
   primarily due to the Levolor/Kirsch and Mainland Europe divisions. 
   The primary reasons for the overall sales decline was losses of shelf
   space at key customers and a significant downturn in the economy.

   Operating income for 2001 was $126.5 million, a decrease of $80.7
   million, or 38.9%, from $207.2 million in 2000.  The decrease resulted
   primarily from reduced margins caused by the sales declines mentioned
   above, product pricing reductions and planned investment in marketing
   initiatives to support the Company's brand portfolio and Strategic
   Account Management Program.




                                     35


   CALPHALON HOME

   Net sales for 2001 were $1,161.7 million, a decrease of $85.2 million,
   or 6.8%, from $1,246.9 million in 2000.  The 6.8% sales decline was
   primarily due to the Mirro/Calphalon division.  The primary reasons
   for the overall sales decline was losses of shelf space at key
   customers and a significant downturn in the economy.

   Operating income for 2001 was $120.1 million, a decrease of $52.8
   million, or 30.5%, from $172.9 million in 2000.  The decrease resulted
   primarily from reduced margins caused by the sales declines mentioned
   above and planned investment in marketing initiatives to support the
   Company's brand portfolio and Strategic Account Management Program.

   LIQUIDITY AND CAPITAL RESOURCES 

   SOURCES

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

   Cash provided by operating activities in 2002 was $868.9 million
   compared to $865.4 million in 2001 and $623.5 million in 2000.  The
   increase in operating cash flows is primarily due to improved earnings
   before non-cash charges and improved working capital management,
   principally in the area of accounts payable.  In 2002, the Company
   generated $136.0 million in positive cash flow by better management of
   accounts payable.  As a result, the Company generated free cash flow
   (defined by the Company as cash provided by operating activities less
   capital expenditures and dividends) of $392.4 million compared to
   $391.6 million in 2001 and $81.8 million in 2000.

   The Company has short-term foreign and domestic uncommitted lines of
   credit with various banks that are available for short-term financing.
   Borrowings under the Company's uncommitted lines of credit are subject
   to the discretion of the lender. The Company's lines of credit do not
   have a material impact on the Company's liquidity.  Borrowings under
   the Company's lines of credit at December 31, 2002 totaled $25.2
   million.

   On March 14, 2002, the Company issued $500.0 million of Senior Notes
   with five-year and ten-year maturities.  The $500.0 million Senior
   Notes consist of $250.0 million in 6.00% Senior Notes due 2007 and
   $250.0 million in 6.75% Senior Notes due 2012.  On December 20, 2002,
   the Company issued $250.0 million of Senior Notes.  The seven-year
   Senior Notes were issued at 4.625% and pay interest semi-annually on
   June 15 and December 15 until final maturity on December 15, 2009. 
   The proceeds of these issuances were used to pay down commercial
   paper.  These issuances are reflected in the outstanding amount of
   medium-term notes and the entire amount is considered to be long-term
   debt.

                                     36


   The Company completed a $1,300.0 million Syndicated Revolving Credit
   Facility (the "Revolver") on June 14, 2002, replacing the existing
   $1,300.0 million revolving credit agreement, which was scheduled to
   terminate in August 2002.  The Revolver consists of a $650.0 million
   364-day credit agreement and a $650.0 million five-year credit
   agreement.  At December 31, 2002, there were no borrowings under the
   Revolver.

   In lieu of borrowings under the Revolver, the Company may issue up to
   $1,300.0 million of commercial paper.  The Revolver 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 Revolver.  At December 31, 2002,
   $140.0 million (principal amount) of commercial paper was outstanding. 
   Because $650.0 million of the Revolver expires in June 2007, the
   entire $140.0 million is classified as long-term debt.  

   The Revolver permits the Company to borrow funds on a variety of
   interest rate terms.  The Revolver requires, among other things, that
   the Company maintain certain Interest Coverage and Total Indebtedness
   to Total Capital Ratio, as defined in the agreement.  The agreement
   also limits Subsidiary Indebtedness.  As of December 31, 2002, the
   Company was in compliance with this agreement.

   On September 18, 2001, the Company entered into an agreement with a
   financial institution creating a financing entity that is consolidated
   in the Company's financial statements.  Under the agreement, the
   Company regularly enters into transactions with the financing entity
   to sell an undivided interest in substantially all of the Company's
   United States trade receivables to the financing entity.  In the
   quarter ended September 30, 2001, the financing entity issued $450.0
   million in preferred debt securities to the financial institution. 
   Those preferred debt securities must be retired or redeemed before the
   Company can have access to the financing entity's receivables.  The
   receivables and the corresponding $450.0 million preferred debt issued
   by the subsidiary to the financial institution are recorded in the
   consolidated accounts of the Company.  The proceeds of this debt were
   used to pay down commercial paper issued by the Company.  Because this
   debt matures in 2008, the entire amount is considered to be long-term
   debt.  The provisions of the debt agreement allow the entire
   outstanding debt to be called upon certain events including the
   Company's debt rating falling below investment grade and certain
   levels of accounts receivable write-offs.  As of December 31, 2002,
   the Company was in compliance with the agreement.  As of December 31,
   2002 and 2001, the aggregate amount of outstanding receivables sold
   under the agreement was $738.2 million and $689.3 million,
   respectively.

   In August 2002, the Company elected to terminate certain interest rate
   swap agreements prior to their scheduled maturities and received cash
   of $25.0 million.  Of this amount, $20.8 million represents the fair
   value of the swaps that were terminated and the remainder represents

                                     37


   interest receivable on the swaps.  The cash received relating to the
   fair value of the swaps was included as an operating activity in the
   Consolidated Statement of Cash Flows.  The unamortized fair value gain
   on the terminated interest rate swaps is accounted for as long-term
   debt.  As of December 31, 2002, the unamortized gain was $18.4
   million, of which $5.3 million is classified as current portion of
   long-term debt.  The unamortized gain will be amortized as a reduction
   to interest expense over the remaining term of the underlying debt.

   In August 2002, the Company entered into several new interest rate
   swap agreements to replace the terminated interest rate swap
   agreements.  These new interest rate swaps convert certain fixed rate
   debt into floating rate debt based on a notional principal amount of
   $500.0 million.

   A $500.0 million universal shelf registration statement became
   effective in July 2002 under which debt and equity securities may be
   issued.  As of December 31, 2002, approximately $250.0 million in debt
   securities had been issued under this shelf registration statement. 
   In January 2003, approximately $200.8 million in equity securities
   were issued pursuant to the shelf registration.  See Footnote 16 to
   the Consolidated Financial Statements for further details.

   USES

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

   Cash used for acquisitions was $242.2 million, $107.5 million and
   $597.8 million for the years ended December 31, 2002, 2001 and 2000,
   respectively.  The Company continues to invest in businesses and
   product lines that present a strategic fit with the Company's existing
   businesses.  See Footnote 2 to the Consolidated Financial Statements
   for further details.

   The Company repaid $901.5 million, $819.0 million and $428.2 million
   of notes payable and long-term debt for the years ended December 31,
   2002, 2001 and 2000, respectively.  The Company's ability to pay down
   debt was due primarily to current year cash earnings and continued
   focus on working capital management.  Cash used for restructuring
   activities was $58.0 million, $49.7 million and $32.9 million in the
   years ended December 31, 2002, 2001 and 2000, respectively.  Such cash
   payments primarily represent employee termination benefits and
   facility exit costs.

   Capital expenditures were $252.1 million, $249.8 million and $316.6
   million in the years ended December 31, 2002, 2001 and 2000,
   respectively.  The Company continues to invest in new product
   development and productivity.  Aggregate dividends paid were $224.4
   million, $224.0 million and $225.1 million in the years ended December
   31, 2002, 2001 and 2000, respectively.


                                     38


   Retained earnings decreased $428.1 million in the year ended December
   31, 2002.  The reduction in retained earnings is due primarily to the
   $514.9 million, net of tax, non-cash goodwill impairment charge taken
   in 2002 and the payment of $224.4 million in dividends, partially
   offset by current year earnings.

   Working capital at December 31, 2002 was $465.6 million compared to
   $316.8 million at December 31, 2001.  The current ratio at December
   31, 2002 was 1.18:1 compared to 1.13:1 at December 31, 2001.  The
   increase in working capital and the current ratio is due to the
   American Tool acquisition, and a reduction in the current portion of
   long-term debt.

   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 .47:1 at December 31,
   2002 compared to .43:1 at December 31, 2001.  The increase in total
   debt to total capitalization is due to the American Tool acquisition,
   which was funded by the issuance of commercial paper.

   The Company believes that cash provided by 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. 
   In January 2003, the Company completed its acquisition of the American
   Saw & Mfg. Co. ("American Saw").  The purchase price of $450.0 million
   was funded through the issuance of commercial paper.  See Footnote 16
   to the Consolidated Financial Statement for further details.

   MINIMUM PENSION LIABILITY

   The recent dramatic decline in U.S. equity markets has reduced the
   value of the Company's pension plan assets.  As a result, the
   Company's pension plan, which historically has had an over-funded
   position, currently is under-funded.  In accordance with SFAS No. 87,
   "Employers' Accounting for Pensions," the Company recorded an
   additional minimum pension liability adjustment at December 31, 2002. 
   Based on plan asset values at the measurement date, the approximate
   effect of this non-cash adjustment was to increase the pension
   liability by $114.5 million, with a corresponding charge to equity,
   net of taxes, of $71.0 million.  The direct charge to stockholders'
   equity did not affect net income, but is included in other
   comprehensive income.  The Company remains confident that its pension
   plan has the appropriate long-term investment strategy and the
   Company's liquidity position is expected to remain strong.  

   CRITICAL ACCOUNTING POLICIES

   The Company's accounting policies are more fully described in Footnote
   1 to the Consolidated Financial Statements.  As disclosed in Footnote
   1, the preparation of financial statements in conformity with

                                     39


   generally accepted accounting principles requires management to make
   estimates and assumptions about future events that affect the amounts
   reported in the financial statements and accompanying footnotes. 
   Future events and their effects cannot be determined with absolute
   certainty.  Therefore, the determination of estimates requires the
   exercise of judgment.  Actual results inevitably will differ from
   those estimates, and such differences may be material to the
   Consolidated Financial Statements.  The following sections describe
   the Company's critical accounting policies.

   GOODWILL AND OTHER INDEFINITE LIFE INTANGIBLE ASSETS

   Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill
   and Other Intangible Assets."  Under SFAS No. 142, goodwill and
   intangible assets deemed to have indefinite lives are not amortized
   but remain subject to periodic impairment tests in accordance with the
   statements.

   The Company conducts its annual test of impairment for goodwill and
   indefinite life intangible assets in the third quarter.  In addition,
   the Company tests for impairment periodically if events or
   circumstances occur subsequent to the Company's annual impairment
   tests that would more likely than not reduce the fair value of a
   reporting unit below its carrying amount.  In conducting this
   impairment test, the Company estimates the future cash flows of its
   businesses to which the goodwill and other indefinite life intangibles
   relate.  These cash flows are then discounted at rates ranging from 9%
   to 13%, reflecting the respective specific industry's cost of capital. 
   The discounted cash flows are then compared to the carrying amount of
   the reporting unit to determine if an impairment exists.  If, upon
   review, the fair value is less than the carrying value of the
   reporting unit, the carrying value is written down to estimated fair
   value.  Reporting units are typically operating segments or operations
   one level below operating segments for which discrete financial
   information is available and for which segment management regularly
   reviews the operating results.  Because there usually is a lack of
   quoted market prices for the reporting units, the fair value usually
   is based on the present values of expected future cash flows using
   discount rates commensurate with the risks involved in the asset
   group.  The expected future cash flows used for impairment reviews and
   related fair value calculations are based on judgmental assessments of
   future production volumes, prices and costs, considering all available
   information at the date of review.

   As a result of this analysis, the Company recorded a pre-tax goodwill
   impairment charge of $538.0 million in the first quarter of 2002 (with
   an after-tax charge totaling $514.9 million).  

   The accounting estimate related to goodwill and other indefinite life
   intangible assets is highly susceptible to change from period to
   period because it requires management to make estimates of future cash
   flows and changes in cost of capital related to each of its business

                                     40


   units.  There is potential for economic, regulatory, or other
   conditions that could adversely affect the ability of each business
   unit to generate future cash flows.  Should these conditions
   deteriorate, there is the potential for additional impairment losses
   to be incurred, and such losses could be material to the Company's
   Consolidated Financial Statements.

   LEGAL AND ENVIRONMENTAL RESERVES

   As described in Footnote 15 to the Company's Consolidated Financial
   Statements, the Company is involved in legal proceedings in the
   ordinary course of its business.  These proceedings include claims for
   damages arising out of use of the Company's products, allegations of
   infringement of intellectual property, commercial disputes and
   employment matters as well as environmental matters.  Some of the
   legal proceedings include claims for punitive as well as compensatory
   damages, and a few proceedings purport to be class actions.

   In determining the appropriate level of legal reserves, the Company
   uses outside and internal counsel to evaluate the potential exposure
   on specific claims.  The Company evaluates the range of estimated loss
   for each specific case and determines the probable exposure based on
   historical experience and the advice of counsel.  While the Company
   believes it is adequately reserved for legal exposures, management
   cannot predict with certainty the ultimate outcome of these cases,
   including any amounts it may be required to pay in excess of amounts
   reserved.  The ultimate outcome of these cases could exceed the
   amounts recorded and such losses could be material to the Company's
   Consolidated Financial Statements.

   The Company is involved in various matters concerning federal and
   state environmental laws and regulations, including matters in which
   the Company has been identified by the U.S. Environmental Protection
   Agency and certain state environmental agencies as a potentially
   responsible party ("PRP") 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 is
   disputed. 

   The Company's estimate of environmental response costs associated with
   these matters as of December 31, 2002 ranged between $19.4 million and
   $24.6 million.  As of December 31, 2002, the Company had a reserve

                                     41


   equal to $22.0 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, except with respect to two long-term (30 year) operations
   and maintenance CERCLA matters which are estimated at present value.

   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.  The ultimate outcome of these matters may exceed the
   amounts recorded by the Company and such additional losses may be
   material to the Company's Consolidated Financial Statements. 

   PRODUCT LIABILITY RESERVES

   The Company has a self-insurance program for product liability that
   includes reserves for self-retained losses and certain excess and
   aggregate risk transfer insurance.  The Company uses historical loss
   experience combined with actuarial evaluation methods, review of
   significant individual files, application of risk transfer programs,
   and guidance from internal and external legal counsel in determining
   required product liability reserves.  As a result of the most recent
   analysis, the Company has estimated these reserves at $27.8 million. 
   While the Company believes that it has adequately reserved for these
   claims, the ultimate outcome of these matters may exceed the amounts
   recorded by the Company and such additional losses may be material to
   the Company's Consolidated Financial Statements.

   RECOVERY OF ACCOUNTS RECEIVABLE

   The Company evaluates the collectibility of accounts receivable based
   on a combination of factors.  When aware of a specific customer's
   inability to meet its financial obligations, such as in the case of
   bankruptcy filings or deterioration in the customer's operating
   results or financial position, the Company records a specific reserve
   for bad debt to reduce the related receivable to the amount the
   Company reasonably believes is collectible.  The Company also records
   reserves for bad debt for all other customers based on a variety of
   factors, including the length of time the receivables are past due and
   historical collection experience.  If circumstances related to
   specific customers change, the Company's estimates of the
   recoverability of receivables could be further adjusted.

   INVENTORY RESERVES

   The Company reduces its inventory value for estimated obsolete and
   slow moving inventory in an amount equal to the difference between the
   cost of inventory and the estimated market value based upon

                                     42


   assumptions about future demand and market conditions.  If actual
   market conditions are less favorable than those projected by
   management, additional inventory write-downs may be required. 

   REVENUE RECOGNITION

   The Company recognizes revenues and freight billed to customers, net
   of provisions for cash discounts, returns, volume or trade customer
   discounts, co-op advertising and other sales discounts, upon shipment
   to customers when all substantial risks of ownership change. In
   accordance with Emerging Issues Task Force ("EITF") No. 00-10,
   "Accounting for Shipping and Handling Fees and Costs," the Company
   records amounts billed to customers related to shipping and handling
   as revenue and all expenses related to shipping and handling as a cost
   of products sold.  See Footnote 1 to the Consolidated Financial
   Statements.

   RECENT ACCOUNTING PRONOUNCEMENTS

   Refer to Footnote 1 in the Consolidated Financial Statements for
   further information regarding recent accounting pronouncements. 

   INTERNATIONAL OPERATIONS

   The Company's non-U.S. business continues to grow at a steady pace.  
   This growth outside the U.S. has been fueled by recent international
   acquisitions, primarily in Europe.  For the years ended December 31,
   2002, 2001 and 2000, the Company's non-U.S. business accounted for
   approximately 27%, 27% and 25% of net sales, respectively (see
   Footnote 14 to the Consolidated Financial Statements). Growth of both
   U.S. and non-U.S. businesses is shown below for the years ended
   December 31, (IN MILLIONS): 

                                                        2002 vs.    2001 vs.
                                                         2001 %      2000 % 
                      2002        2001        2000      Change      Change 
                      ----        ----        ----     --------    --------
   Net sales:
      U.S.          $5,454.2    $5,040.6    $5,191.5      8.2%      (2.9)%
      Non-U.S.       1,999.7     1,868.7     1,743.2      7.0        7.2  
                    --------    --------    --------      ---        ---  
                    $7,453.9    $6,909.3    $6,934.7      7.9%      (0.4)%
                    ========    ========    ========      ===        ===  

   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


                                     43


   changes in market prices. The Company does not hold or issue
   derivative instruments for trading purposes.

   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 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:

        *    offsetting or netting of like foreign currency cash flows, 
        *    structuring foreign subsidiary balance sheets with
             appropriate levels of debt to reduce subsidiary net
             investments and subsidiary cash flows subject to conversion
             risk, 
        *    converting excess foreign currency deposits into U.S.
             dollars or the relevant functional currency and 
        *    avoidance of risk by denominating contracts in the
             appropriate functional currency. 

   In addition, the Company utilizes short-term forward contracts to
   hedge commercial and intercompany transactions. Gains and losses
   related to qualifying hedges of commercial and intercompany
   transactions are deferred and included in the basis of the underlying
   transactions. Derivative instruments are recorded on the Company's
   Consolidated Balance Sheet at fair value, and any changes in fair
   value of these instruments are recorded in the Consolidated Statement
   of Income or other comprehensive 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.

   The amounts shown below represent the estimated potential economic
   loss that the Company could incur from adverse changes in either
   interest rates or foreign exchange rates using the value-at-risk
   estimation model. The value-at-risk model uses historical foreign
   exchange rates and interest rates to estimate the volatility and
   correlation of these rates in future periods. It estimates a loss in
   fair market value using statistical modeling techniques and including
   substantially all market risk exposures (specifically excluding
   equity-method investments).  The fair value losses shown in the table
   below do not have an impact on current results of operations or
   financial condition, but are shown as an illustration of the impact of
   potential adverse changes in interest rates.  The following table

                                     44


   indicates the calculated amounts for each of the years ended December
   31, 2002 and 2001 (IN MILLIONS):


<TABLE>
<CAPTION>
                             2002       December 31,         2001        December 31,      Confidence
        Market Risk        Average          2002           Average           2001             Level
        -----------        -------      ------------       -------       ------------      ----------
   <c>                      <c>             <c>             <c>               <c>             <c>
   Interest rates           $18.2           $20.5           $10.7             $14.5           95%
   Foreign exchange          $0.3            $0.2            $1.2              $0.5           95%

</TABLE>


   The 95% confidence interval signifies the Company's degree of
   confidence that actual losses would not exceed the estimated losses
   shown above.  The amounts shown here disregard the possibility that
   interest rates and foreign currency exchange rates could move in the
   Company's favor. The value-at-risk model assumes that all movements in
   these rates will be adverse.  Actual experience has shown that gains
   and losses tend to offset each other over time, and it is highly
   unlikely that the Company could experience losses such as these over
   an extended period of time. These amounts should not be considered
   projections of future losses, because actual results may differ
   significantly depending upon activity in the global financial markets.

   EURO CURRENCY CONVERSION

   On January 1, 1999, the "Euro" became the common legal currency for 11
   of the 15 member countries of the European Union.  On that date, the
   participating countries fixed conversion rates between their existing
   sovereign currencies ("legacy currencies") and the Euro. On January 4,
   1999, the Euro began trading on currency exchanges and became
   available for noncash transactions, if the parties elected to use it. 
   On January 1, 2001, another country (Greece) also adopted the Euro,
   fixing the conversion rate against their legacy currency.  The legacy
   currencies remained legal tender through December 31, 2001.  On January
   1, 2002, participating countries introduced Euro-denominated bills and
   coins, and effective July 1, 2002, legacy currencies were no longer
   legal tender.

   All businesses in participating countries are now required to conduct
   all transactions in the Euro and must convert their financial records
   and reports to be Euro-based.  The Company has completed this
   conversion process and has deemed its information systems to be Euro
   compliant.  As a result of the Euro conversion, the Company
   experienced no adverse impact to its business or financial condition
   on a consolidated basis. 

   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, information or assumptions about sales, income,
   earnings per share, return on equity, return on invested capital,

                                     45


   capital expenditures, working capital, dividends, capital structure,
   free cash flow, debt to capitalization ratios, interest rates,
   internal growth rates, impact of changes in accounting standards,
   pending legal proceedings and claims (including environmental
   matters), future economic performance, operating income improvements,
   synergies, management's plans, goals and objectives for future
   operations and growth or the assumptions relating to any of the
   forward-looking statements. The Company cautions that forward-looking
   statements are not guarantees because there are inherent difficulties
   in predicting future results. 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 and Exhibit 99.1 to
   this Report.


 
  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).































                                     46



   ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   -------   -------------------------------------------

   MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

   The management of Newell Rubbermaid Inc. is responsible for the
   accuracy and internal consistency of all information contained in this
   annual report, including the Consolidated Financial Statements.
   Management has followed those generally accepted accounting principles
   that it believes to be most appropriate to the circumstances of the
   Company, and has made what it believes to be reasonable and prudent
   judgments and estimates where necessary.

   Newell Rubbermaid Inc. operates under a system of internal accounting
   controls designed to provide reasonable assurance that its financial
   records are accurate, that the assets of the Company are protected and
   that the financial statements fairly present the financial position
   and results of operations of the Company.  The internal accounting
   control system is tested, monitored and revised as necessary.

   Five directors of the Company, not members of management, serve as the
   Audit Committee of the Board of Directors and are the principal means
   through which the Board oversees the performance of the financial
   reporting duties of management.  The Audit Committee meets with
   management and the Company's independent auditors several times a year
   to review the results of the external audit of the Company and to
   discuss plans for future audits. At these meetings, the Audit
   Committee also meets privately with the independent auditors to assure
   its free access to them.

   The Company's independent auditors, Ernst and Young LLP, audited the
   financial statements prepared by the management of Newell Rubbermaid
   Inc. Their opinion on these statements is presented below.

   The Company's prior independent accountant, Arthur Andersen LLP, was
   convicted on June 15, 2002 of one count of obstruction of justice
   arising from the government's investigation of Enron Corporation. 
   Events arising out of the conviction of Arthur Andersen LLP, as well
   as the volume of civil lawsuits against it, have adversely affected
   the ability of Arthur Andersen LLP to satisfy claims, if any, arising
   from its providing of auditing services to the Company, including
   claims that may arise out of Arthur Andersen LLP's audit of the
   Company's consolidated financial statements as of December 31, 2001
   and for each of the two years in the period ended December 31, 2001,
   which are included in this Report.  A copy of a report previously
   issued by Arthur Andersen LLP in connection with the Company's Annual
   Report on Form 10-K for the year ended December 31, 2001 is presented
   below.  Arthur Andersen LLP has not reissued this opinion.

   William T. Alldredge                        J. Patrick Robinson
   President - Corporate Development           Vice President - Controller
    & Chief Financial Officer                    & Chief Accounting Officer

                                    47



                       REPORT OF INDEPENDENT AUDITORS

   Board of Directors and Shareholders
   Newell Rubbermaid Inc.

   We have audited the accompanying consolidated balance sheet of Newell
   Rubbermaid Inc. (the "Company") as of December 31, 2002, and the
   related consolidated statements of operations, stockholders' equity,
   and cash flows for the year then ended.  Our audit also included the
   financial statement schedule listed in the index at Item 15(a).  These
   financial statements and schedule are the responsibility of the
   Company's management.  Our responsibility is to express an opinion on
   these financial statements and schedule based on our audit. The
   financial statements and schedule of Newell Rubbermaid Inc. as of
   December 31, 2001 and for each of the two years in the period ended
   December 31, 2001 were audited by other auditors who have ceased
   operations and whose report dated January 25, 2002 expressed an
   unqualified opinion on those statements before the disclosure and
   restatement adjustments described in Notes 1 and 14, respectively.  

   We conducted our audit in accordance with auditing standards generally
   accepted in the United States.  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 audit provides a
   reasonable basis for our opinion.  

   In our opinion, the 2002 financial statements referred to above
   present fairly, in all material respects, the consolidated financial
   position of Newell Rubbermaid Inc. at December 31, 2002, and the
   consolidated results of its operations and its cash flows for the year
   then ended in accordance with accounting principles generally accepted
   in the United States. Also, in our opinion, the related 2002 financial
   statement schedule, when considered in relation to the basic financial
   statements taken as a whole, presents fairly in all material respects
   the information set forth therein.

   As described in Note 1 to the consolidated financial statements,
   effective January 1, 2002, the Company changed its method of
   accounting for goodwill and other intangible assets to conform with
   FASB Statement No. 142.

   As discussed above, the financial statements of Newell Rubbermaid Inc.
   as of December 31, 2001, and for each of the two years in the period
   ended December 31, 2001, were audited by other auditors who have
   ceased operations. As described in Note 1, these financial statements
   have been revised to include the transitional disclosures required by
   Statement of Financial Accounting Standards (Statement) No. 142,

                                     48


   GOODWILL AND OTHER INTANGIBLE ASSETS, which was adopted by the Company
   as of January 1, 2002.  Our audit procedures with respect to the
   disclosures in Note 1 with respect to 2001 and 2000 included (a)
   agreeing the previously reported net income to the previously issued
   financial statements and the adjustments to reported net income
   representing amortization expense (including any related tax effects)
   recognized in those periods related to goodwill to the Company's
   underlying records obtained from management, and (b) testing the
   mathematical accuracy of the reconciliation of adjusted net income to
   reported net income, and the related earnings-per-share amounts. 
   Also, as described in Note 14, the Company changed the composition of
   its reportable segments in 2002, and the amounts in the 2001 and 2000
   financial statements relating to reportable segments have been
   restated to conform to the 2002 composition of reportable segments. We
   audited the adjustments that were applied to restate the disclosures
   for reportable segments reflected in the 2001 and 2000 financial
   statements. Our procedures included (a) agreeing the adjusted amounts
   of segment revenues, operating income and assets to the Company's
   underlying records obtained from management, and (b) testing the
   mathematical accuracy of the reconciliations of segment amounts to the
   consolidated financial statements. In our opinion, such adjustments
   are appropriate and have been properly applied. However, we were not
   engaged to audit, review, or apply any procedures to the 2001 and 2000
   financial statements of the Company other than with respect to such
   disclosures and adjustments and, accordingly, we do not express an
   opinion or any other form of assurance on the 2001 and 2000 financial
   statements taken as a whole.


                                           /s/ Ernst & Young LLP

   Chicago, Illinois
   January 27, 2003

   Except for Note 16, as to which the date is
   March 27, 2003




















                                     49


   NOTE:  THIS IS A COPY OF THE AUDIT REPORT PREVIOUSLY ISSUED BY ARTHUR
   ANDERSEN LLP ("ANDERSEN") IN CONNECTION WITH THE NEWELL RUBBERMAID
   INC. FORM 10-K FILING FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001. 
   THE INCLUSION OF THIS PREVIOUSLY ISSUED ANDERSEN REPORT IS PURSUANT TO
   THE "TEMPORARY FINAL RULE AND FINAL RULE REQUIREMENTS FOR ARTHUR
   ANDERSEN LLP AUDITING CLIENTS," ISSUED BY THE SECURITIES AND EXCHANGE
   COMMISSION IN MARCH 2002.  NOTE THAT THIS PREVIOUSLY ISSUED ANDERSEN
   REPORT INCLUDES REFERENCES TO CERTAIN FISCAL YEARS, WHICH ARE NOT
   REQUIRED TO BE PRESENTED IN THE ACCOMPANYING CONSOLIDATED FINANCIAL
   STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000. 
   THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP IN
   CONNECTION WITH THIS FILING ON FORM 10-K.  SEE ITEM 9 FOR FURTHER
   DISCUSSION.


                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

   To the Stockholders of Newell Rubbermaid Inc.:

   We have audited the accompanying consolidated balance sheets of Newell
   Rubbermaid Inc. (a Delaware corporation) and subsidiaries as of
   December 31, 2001, 2000 and 1999 and the related consolidated
   statements of income, stockholders' equity and comprehensive income
   and cash flows for the years then ended.  These consolidated financial
   statements and the schedule referred to below are the responsibility
   of Newell Rubbermaid Inc.'s management. Our responsibility is to
   express an opinion on these Consolidated Financial Statements and
   schedule based on our audits.

   We conducted our audits in accordance with auditing standards
   generally accepted in the United States. 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
   Rubbermaid Inc. and subsidiaries as of December 31, 2001, 2000 and
   1999 and the results of their operations and their cash flows for the
   years then ended, in conformity with accounting principles generally
   accepted in the United States.

   Our audits were 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 the purposes
   of complying with the Securities and Exchange Commission's rules and
   is not part of the basic financial statements.  This schedule has been
   subjected to the auditing procedures applied in our audits of the

                                     50


   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 25, 2002












































                                     51



<TABLE>
<CAPTION>

   CONSOLIDATED STATEMENTS OF OPERATIONS

      Year Ended December 31,                                    2002              2001            2000  
      (IN MILLIONS, EXCEPT PER SHARE DATA)                       ----              ----            ----  
      <s>                                                     <c>                <c>             <c>
      NET SALES                                               $7,453.9           $6,909.3        $6,934.7
      Cost of products sold                                    5,394.2            5,046.6         5,108.7
                                                              --------           --------        --------
      Gross income                                             2,059.7            1,862.7         1,826.0
      Selling, general and administrative expenses             1,307.3            1,168.2           899.4
      Restructuring costs                                        122.7               66.7            43.0
      Goodwill amortization                                          -               56.9            51.9
                                                              --------           --------        --------
      OPERATING INCOME                                           629.7              570.9           831.7
      Nonoperating expenses:
           Interest expense                                      110.6              137.5           130.0
           Other, net                                             50.6               17.5            16.2
                                                              --------           --------        --------
           Net nonoperating expenses                             161.2              155.0           146.2
                                                              --------           --------        --------
      INCOME BEFORE INCOME TAXES AND
           CUMULATIVE EFFECT OF ACCOUNTING CHANGE                468.5              415.9           685.5
      Income taxes                                               157.0              151.3           263.9
                                                              --------           --------        --------
      INCOME BEFORE CUMULATIVE 
           EFFECT OF ACCOUNTING CHANGE                           311.5              264.6           421.6
      Cumulative effect of accounting change, net of
           tax                                                  (514.9)                 -               -
                                                              --------           --------        --------
      NET (LOSS)/INCOME                                        ($203.4)            $264.6          $421.6
                                                              ========           ========        ========
      Weighted average shares outstanding:
          Basic                                                  267.1              266.7           268.4
          Diluted                                                268.0              267.0           268.5

      Earnings per share:
           Basic
              Before cumulative effect
                 of accounting change                            $1.17              $0.99           $1.57
              Cumulative effect of accounting change             (1.93)                 -               -
                                                              --------           --------        --------
              Net (loss)/income per common share                ($0.76)             $0.99           $1.57
                                                              ========           ========        ========


                                                               52


      Year Ended December 31,                                    2002              2001            2000  
      (IN MILLIONS, EXCEPT PER SHARE DATA)                       ----              ----            ----  

           Diluted
              Before cumulative effect
                 of accounting change                            $1.16              $0.99           $1.57
              Cumulative effect of accounting change             (1.92)                 -               -
                                                              --------           --------        --------
              Net (loss)/income per common share                ($0.76)             $0.99           $1.57
                                                              ========           ========        ========
      Dividends per share                                        $0.84              $0.84           $0.84

     SEE FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>














































                                   53



<TABLE>
<CAPTION>

     CONSOLIDATED BALANCE SHEETS

      December 31,                                                     2002              2001  
      (IN MILLIONS)                                                    ----              ----  
      <s>                                                           <c>               <c>
      ASSETS
      Current Assets:
      Cash and cash equivalents                                        $55.1              $6.8 
      Accounts receivable, net                                       1,377.7           1,298.2 
      Inventories, net                                               1,196.2           1,113.8 
      Deferred income taxes                                            213.5             238.5 
      Prepaid expenses and other                                       237.5             193.4 
                                                                    --------          -------- 
        Total Current Assets                                         3,080.0           2,850.7 

      Other Long-term Investments                                          -              79.5 
      Other Assets                                                     286.7             293.1 
      Property, Plant and Equipment, net                             1,812.8           1,689.2 
      Goodwill, net                                                  1,847.3           2,069.7 
      Other Intangible Assets, net                                     362.1             283.9 
                                                                    --------          -------- 
        Total Assets                                                $7,388.9          $7,266.1 
                                                                    ========          ======== 
      LIABILITIES AND STOCKHOLDERS' EQUITY
      Current Liabilities:
      Notes payable                                                    $25.2             $19.1 
      Accounts payable                                                 686.6             501.3 
      Accrued compensation                                             153.5             124.7 
      Other accrued liabilities                                      1,165.4             936.1 
      Income taxes                                                     159.7             145.2 
      Current portion of long-term debt                                424.0             807.5 
                                                                    --------          -------- 
        Total Current Liabilities                                    2,614.4           2,533.9 

      Long-term Debt                                                 1,856.6           1,365.0 
      Other Noncurrent Liabilities                                     348.4             359.5 
      Deferred Income Taxes                                              4.7              73.6 
      Minority Interest                                                  1.3               0.7 
      Company-Obligated Mandatorily Redeemable Convertible
         Preferred Securities of a Subsidiary Trust                    500.0             500.0 

      Stockholders' Equity:
      Common stock, authorized shares, 
         800.0 million at $1.00 par value;                             283.1             282.4 
      Outstanding shares:
        2002 - 283.1 million 
        2001 - 282.4 million
      Treasury stock, at cost;                                        (409.9)           (408.5)
      Shares held:
        2002 - 15.7 million
        2001 - 15.6 million

                                                               54



      December 31,                                                     2002              2001  
      (IN MILLIONS)                                                    ----              ----  
                                                                                
      Additional paid-in capital                                       237.3             219.8 
      Retained earnings                                              2,143.2           2,571.3 
      Accumulated other comprehensive loss                            (190.2)           (231.6)
                                                                    --------          -------- 
        Total Stockholders' Equity                                   2,063.5           2,433.4 
                                                                    --------          -------- 
        Total Liabilities and Stockholders' Equity                  $7,388.9          $7,266.1 
                                                                    ========          ======== 

     SEE FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>







































                                                               55



<TABLE>
<CAPTION>

     CONSOLIDATED STATEMENTS OF CASH FLOWS

      Year Ended December 31,                                             2002              2001             2000  
      (IN MILLIONS)                                                       ----              ----             ----  
      <s>                                                               <c>                <c>              <c> 
      OPERATING ACTIVITIES
      Net (loss)/income                                                 ($203.4)           $264.6           $421.6 
      Adjustments to reconcile net (loss)/income to net
         cash provided by operating activities:
         Depreciation and amortization                                    280.7             328.8            292.6 
         Cumulative effect of change in accounting                        514.9                 -                - 
            principle
         Noncash restructuring charges                                     74.9              36.9             18.5 
         Deferred income taxes                                             48.3              25.5             59.8 
         Income tax savings from employee stock plans                       1.1               0.4              1.0 
         Other                                                              8.7              16.8              1.9 
      Changes in current accounts excluding the                                                   
          effects of acquisitions:
         Accounts receivable                                                2.8            (104.8)            36.3 
         Inventories                                                       12.9             128.6           (100.5)
         Other current assets                                             (42.1)             (6.8)             6.6 
         Accounts payable                                                 136.0             149.3            (45.6)
         Accrued liabilities and other                                     34.1              26.1            (68.7)
                                                                         ------            ------         -------- 
      Net Cash Provided by Operating Activities                          $868.9            $865.4           $623.5 

      INVESTING ACTIVITIES
      Acquisitions, net of cash acquired                                ($242.2)          ($107.5)         ($597.8)
      Expenditures for property, plant and equipment                     (252.1)           (249.8)          (316.6)
      Sale of business, net of taxes paid                                     -              15.4                - 
      Sales of marketable securities, net of taxes paid                       -               7.8                - 
      Disposals of noncurrent assets and other                              7.8              30.5              5.1 
                                                                         ------            ------         -------- 
      Net Cash Used in Investing Activities                             ($486.5)          ($303.6)         ($909.3)

      FINANCING ACTIVITIES
      Proceeds from issuance of debt                                     $772.0            $464.2         $1,265.1 
      Payments on notes payable and long-term debt                       (901.5)           (819.0)          (428.2)
      Common stock repurchases                                                -                 -           (403.0)
      Cash dividends                                                     (224.4)           (224.0)          (225.1)
      Proceeds from exercised stock options and other                      19.0               2.9              1.3 
                                                                         ------            ------         -------- 
      Net Cash (Used in) Provided by Financing Activities               ($334.9)          ($575.9)          $210.1 

      Exchange rate effect on cash                                          0.8              (1.6)            (4.0)
                                                                         ------             -----         -------- 
      Increase (Decrease) in Cash and Cash Equivalents                     48.3             (15.7)           (79.7)
      Cash and Cash Equivalents at Beginning of Year                        6.8              22.5            102.2 
                                                                         ------            ------         -------- 
      Cash and Cash Equivalents at End of Year                            $55.1              $6.8            $22.5 
                                                                         ======            ======         ======== 


                                                               56


      Year Ended December 31,                                             2002              2001             2000  
      (IN MILLIONS)                                                       ----              ----             ----  
                                                                                                    
      Supplemental cash flow disclosures -
          cash paid during the year for:
      Income taxes, net of refunds                                        $90.0             $69.8            $152.8
      Interest, net of amounts capitalized                                 91.4             118.3             145.5


     SEE FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

</TABLE>










































                                                               57



     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND 
     COMPREHENSIVE INCOME/(LOSS)


<TABLE>
<CAPTION>
                                                                                         Accumulated
                                                                 Add'l                     Other            Total
      (IN MILLIONS, EXCEPT PER             Common    Treasury   Paid-In    Retained     Comprehensive   Stockholders'
        SHARE DATA)                         Stock     Stock     Capital    Earnings     (Loss)/Income       Equity
                                            -----    --------   -------    --------     -------------    ------------
      <s>                                   <c>        <c>       <c>       <c>               <c>             <c>
      Balance at December 31, 1999          $282.0     ($2.8)    $213.1    $2,334.6          ($130.0)        $2,696.9 

      Comprehensive income/(loss)
         Net income                              -         -          -       421.6                -            421.6 
         Foreign currency translation            -         -          -           -            (41.7)           (41.7)
         Unrealized loss on securities
            available for sale, net of
            ($0.7) million tax                   -         -          -           -             (1.2)            (1.2)
                                                                                                             -------- 
      Total comprehensive income                                                                                378.7 
                                                                                                             ======== 
      Cash dividends on common stock
         ($0.84 per share)                       -         -          -      (225.1)               -           (225.1)
      Exercise of stock options                0.2      (0.2)       1.5           -                -              1.5 
      Common stock repurchases                   -    (403.0)         -           -                -           (403.0)
      Other                                      -      (1.5)       1.3        (0.2)               -             (0.4)
                                            ------    ------     ------    --------           ------         -------- 
      Balance at December 31, 2000          $282.2   ($407.5)    $215.9    $2,530.9          ($172.9)        $2,448.6 
                                            ======    ======     ======    ========           ======         ======== 
      Comprehensive income/(loss)
         Net income                              -         -          -       264.6                -            264.6 
         Foreign currency translation            -         -          -           -             (41.3)          (41.3)
         Minimum pension liability
            adjustment, net of ($2.8)
            million tax                          -         -          -           -              (4.5)           (4.5)
         Loss on derivative
            instruments, net of ($7.9)
            million tax                          -         -          -           -             (14.0)          (14.0)
         Unrealized loss on securities
            available for sale, net of
            ($1.1) million tax                   -         -          -           -              (2.1)           (2.1)
         Reclassification adjustment
            for losses realized in net
            income, net of $1.8 million
            tax                                  -         -          -           -               3.2             3.2 
                                                                                                             -------- 
      Total comprehensive income                                                                                205.9 
                                                                                                             ======== 



                                                               58

    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND 
    COMPREHENSIVE INCOME/(LOSS), CONT.

                                                                                        Accumulated
                                                                 Add'l                     Other            Total
      (IN MILLIONS, EXCEPT PER             Common    Treasury   Paid-In    Retained     Comprehensive   Stockholders'
        SHARE DATA)                         Stock     Stock     Capital    Earnings     (Loss)/Income       Equity
                                            -----    --------   -------    --------     -------------    ------------
      Cash dividends on common stock
         ($0.84 per share)                       -         -          -      (224.0)               -           (224.0)
      Exercise of stock options                0.2      (0.8)       3.7           -                -              3.1 
      Other                                      -      (0.2)       0.2        (0.2)               -             (0.2)
                                            ------    ------     ------    --------           ------         -------- 
      Balance at December 31, 2001          $282.4   ($408.5)    $219.8    $2,571.3          ($231.6)        $2,433.4 
                                            ======    ======     ======    ========           ======         ======== 

      Comprehensive income/(loss)
         Net (loss)                              -         -          -      (203.4)               -           (203.4)
         Foreign currency                        -         -          -           -             98.0             98.0 
      translation 
         Minimum pension liability
            adjustment, net of
            ($43.5) million tax                  -         -          -           -            (71.0)           (71.0)
         Gain on derivative
            instruments, net of
            ($8.8) million tax                   -         -          -           -             14.4             14.4 
                                                                                                             -------- 
      Total comprehensive (loss)                                                                               (162.0)
                                                                                                             ======== 
      Cash dividends on common stock
         ($0.84 per share)                       -         -          -      (224.4)               -           (224.4)
      Exercise of stock options                0.7      (1.4)      17.1           -                -             16.4 
      Other                                      -         -        0.4        (0.3)               -              0.1 
                                            ------    ------     ------    --------           ------         -------- 
      Balance at December 31, 2002          $283.1   ($409.9)    $237.3    $2,143.2          ($190.2)        $2,063.5 
                                            ======    ======     ======    ========            ======        ======== 

     SEE FOOTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
   </TABLE>



















                                                               59



   FOOTNOTE 1
   ----------

   DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

   DESCRIPTION OF BUSINESS:  Newell Rubbermaid Inc. (the "Company") is a
   global manufacturer and full-service marketer of name-brand consumer
   products serving the needs of volume purchasers, including 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
   everyday consumer products, backed by an obsession with customer
   service excellence and new product development, in order to achieve
   maximum results for its stockholders.  The Company's multi-product
   offering consists of name-brand consumer products in four business
   segments: Rubbermaid; Sharpie; Irwin and Calphalon Home. 

   PRINCIPLES OF CONSOLIDATION: The Consolidated Financial Statements
   include the accounts of the Company and its majority owned
   subsidiaries after elimination of intercompany accounts and
   transactions.

   USE OF ESTIMATES: The preparation of these financial statements
   require the use of certain estimates by management in determining the
   Company's assets, liabilities, revenue and expenses and related
   disclosures. Actual results could differ from those estimates.

   RECLASSIFICATIONS: Certain 2001 and 2000 amounts have been
   reclassified to conform to the 2002 presentation.

   REVENUE RECOGNITION: Sales of merchandise and freight billed to
   customers, net of provisions for cash discounts, returns, customer
   discounts (such as volume or trade discounts), co-op advertising and
   other sales related discounts, are recognized upon shipment to
   customers and when all substantial risks of ownership change.  In
   accordance with Emerging Issues Task Force ("EITF") No. 00-10,
   "Accounting for Shipping and Handling Fees and Costs," the Company
   records amounts billed to customers related to shipping and handling
   as revenue and all expenses related to shipping and handling as a cost
   of products sold.   

   Staff Accounting Bulletin ("SAB") No. 101 clarified the existing
   accounting rules for revenue recognition and did not impact the
   Company's net sales for any years presented.  In conformity with SAB
   No. 101, revenue is recognized when all of the following circumstances
   are satisfied: pervasive evidence of an arrangement exists, the price
   is fixed or determinable, collection is reasonably assured and
   delivery has occurred.

   In August 2001, the EITF issued EITF No. 01-09, "Accounting for
   Consideration Given by Vendor to a Customer or a Reseller of Vendor's
   Product" which codified and reconciled the Task Force's consensus in

                                     60


   EITF No. 00-014, "Accounting for Certain Sales Incentives," EITF No.
   00-22, "Accounting for Points and Certain Other Time Based Sales
   Incentives or Volume Based Sales Incentive Offers, and Offers of Free
   Products or Services to be Delivered in the Future," and EITF No. 00-
   25, "Vendor Income Statement Characterization of Consideration Paid to
   a Reseller of the Vendor's Products."  These EITF's prescribe guidance
   regarding the timing of recognition and income statement
   classification of costs incurred for certain sales incentive programs
   to resellers and end consumers.  EITF No. 01-09 did not impact results
   of operations because the Company recognizes sales incentives upon
   recognition of revenue and classifies them as reductions of gross
   revenue and recognizes free goods as a cost of goods sold when
   shipped, both in accordance with the prescribed rules.

   DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:  The Company's
   financial instruments include cash and cash equivalents, accounts
   receivable, notes payable, short and long-term debt and Company-
   obligated Mandatorily Redeemable Convertible Securities of a
   Subsidiary Trust.  The fair value of these instruments approximates
   carrying values due to their short-term duration, except as follows:

        Derivative Instruments:  The fair value of the Company's
        derivative instruments is recorded in the Consolidated Balance
        Sheets and is described in more detail in Footnote 7.

        Long-term Debt: The fair value of the Company's long-term debt
        issued under the medium-term note program was $1,490.3 million at
        December 31, 2002, based on quoted market prices. 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 $500.0
        million company-obligated mandatorily redeemable convertible
        preferred securities of a subsidiary trust was $452.5 million at
        December 31, 2002, based on quoted market prices.

   CASH AND CASH EQUIVALENTS: Cash and highly liquid short-term
   investments have a maturity of three months or less.

   ALLOWANCES FOR DOUBTFUL ACCOUNTS: Allowances for doubtful accounts at
   December 31 totaled $75.0 million in 2002, $57.9 million in 2001 and
   $36.1 million in 2000.  

   On a regular basis, the Company evaluates its accounts receivable and
   establishes the allowance for doubtful accounts based on a combination
   of specific customer circumstances as well as credit conditions and
   based on a history of write-offs and collections.  A receivable is
   considered past due if payments have not been received within the
   agreed upon invoice terms.



                                     61


   INVENTORIES: Inventories are stated at the lower of cost or market
   value. Cost of certain domestic inventories (approximately 62%, 63%
   and 59% of total inventories at December 31, 2002, 2001 and 2000,
   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 $14.2
   million and $20.1 million at December 31, 2002 and 2001, respectively.
   Inventory reserves (excluding LIFO reserves) at December 31 totaled
   $130.3 million in 2002 and $117.3 million in 2001. The components of
   net inventories were as follows as of December 31, (IN MILLIONS): 

                                           2002        2001  
                                           ----        ----  
      Materials and supplies               $308.8      $356.5
      Work in process                       174.9       150.5
      Finished products                     712.5       606.8
                                         --------    --------
                                         $1,196.2    $1,113.8
                                         ========    ========

   OTHER LONG-TERM INVESTMENTS: The Company had a 49.5% ownership
   interest in American Tool Companies, Inc., a manufacturer of hand
   tools and power tool accessory products marketed primarily under the
   Irwin{R}, Vise-Grip{R}, Quick-Grip{R} and Marathon{R} trademarks until
   its acquisition in 2002. See Footnote 2 for further discussion.  This
   investment had been accounted for under the equity method with a net
   investment of $79.5 million at December 31, 2001.  The Company's share
   of undistributed earnings of the investment included in consolidated
   retained earnings was $43.9 million at December 31, 2001.

   PROPERTY, PLANT AND EQUIPMENT:  Replacements and improvements are
   capitalized.  Expenditures for maintenance and repairs are charged to
   expense.  Depreciation expense is calculated to amortize, principally
   on the straight-line basis, the cost of the depreciable assets over
   their depreciable lives.  Maximum useful lives determined by the
   Company are: buildings and improvements (20-40 years) and machinery
   and equipment (3-12 years).  Property, plant and equipment consisted
   of the following as of December 31, (IN MILLIONS): 

                                               2002             2001  
                                               ----             ----  
      Land                                     $64.7            $59.5 
      Buildings and improvements               785.4            732.5 
      Machinery and equipment                2,652.9          2,546.2 
                                            --------         -------- 
                                             3,503.0          3,338.2 
      Accumulated depreciation              (1,690.2)        (1,649.0)
                                            --------         -------- 
                                            $1,812.8         $1,689.2 
                                            ========         ======== 


                                    62



   As of December 31, 2002, the Company accrued $26.1 million for
   equipment received but not paid for.  This amount has been excluded
   from the line items:  expenditures for property, plant and equipment
   and the change in accounts payable in the Consolidated Statement of
   Cash Flows.

   TRADE NAMES AND GOODWILL:  Effective January 1, 2002, the Company
   adopted Statement of Financial Accounting Standards ("SFAS") No. 142,
   "Goodwill and Other Intangible Assets."  Under SFAS No. 142, goodwill
   and intangible assets deemed to have indefinite lives will no longer
   be amortized, but will be subject to periodic impairment tests in
   accordance with the statements.  Other intangible assets will continue
   to be amortized over their useful lives.  

   Pursuant to the adoption of SFAS No. 142, all amortization expense on
   trade names and goodwill ceased on January 1, 2002.  As of January 1,
   2002, the Company performed the required impairment tests of goodwill
   and indefinite lived intangible assets and recorded a pre-tax goodwill
   impairment charge of $538.0 million in the first quarter of 2002 (with
   an after-tax charge totaling $514.9 million).  In determining this
   amount of goodwill impairment, the Company measured the impairment
   loss as the excess of the carrying amount of goodwill (which included
   the carrying amount of trademarks) over the implied fair value of
   goodwill (which excluded the fair value of identifiable trademarks). 
   The Company conducts its annual test of impairment for goodwill and
   indefinite life intangible assets in the third quarter.  In addition,
   the Company will test again for impairment if events or circumstances
   occur subsequent to the Company's annual impairment tests that would
   more likely than not reduce the fair value of a reporting unit below
   its carrying amount.  There were no additional impairment charges for
   2002.

   Goodwill represents the excess of cost over identifiable net assets of
   businesses acquired.  Prior to the adoption of SFAS No. 142, trade
   names acquired in business combinations were not typically recognized
   separately from goodwill.  Through the year ended December 31, 2001,
   trade names and goodwill were amortized over 40 years and other
   identifiable intangible assets were amortized over 5 to 20 years. 
   Upon adoption of SFAS No. 142, certain trade names have not been
   "carved-out" from goodwill as they had not been identified and
   measured at fair value in the initial recording of a business
   combination.











                                     63


   A summary of changes in the Company's goodwill during the year ended
   December 31, 2002 is as follows (IN MILLIONS):

      Balance at December 31, 2001                          $2,069.7 
      Acquisitions and adjustments -
         American Tool Companies, Inc.                         256.9 
         Other (minor acquisitions and foreign                  58.7 
      exchange)                                             -------- 
                                                             2,385.3 
                                                            -------- 
      Impairments -
         Irwin segment                                        (322.0)
         Sharpie segment                                      (126.9)
         Calphalon Home segment                                (89.1)
                                                            -------- 
                                                              (538.0)
                                                            -------- 
      Balance at December 31, 2002                          $1,847.3 
                                                            ======== 

   The results of operations on a pro forma basis for the year ended
   December 31, restated as though the amortization of trade names and
   goodwill had been discontinued on January 1, 2000, are as follows for
   the year ended December 31 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS):


<TABLE>
<CAPTION>
                                                                  2002           2001         2000
                                                                  ----           ----         ----
   <s>                                                           <c>           <c>         <c>  
   Reported income before cumulative effect of
      accounting change                                          $311.5        $264.6       $421.6
   Cumulative effect of accounting change, net of tax            (514.9)            -            -
                                                                 ------        ------       ------
   Reported net (loss)/income                                    (203.4)        264.6        421.6
   Add back:  Goodwill and trade name amortization, net
      of tax                                                          -          53.5         44.9
                                                                 ------        ------       ------
   Adjusted net (loss)/income                                   ($203.4)       $318.1       $466.5
                                                                 ======        ======       ======

   Reported basic net (loss)/income per share                    ($0.76)        $0.99        $1.57
   Add back:  Goodwill and trade name amortization, net
      of tax                                                          -          0.20         0.17
                                                                 ------        ------       ------
   Adjusted basic net (loss)/income per share                    ($0.76)        $1.19        $1.74
                                                                 ======        ======       ======

   Reported diluted net (loss)/income per share                  ($0.76)        $0.99        $1.57
   Add back:  Goodwill and trade name amortization, net
      of tax                                                          -          0.20         0.17
                                                                 ------        ------       ------
   Adjusted diluted net (loss)/income per share                  ($0.76)        $1.19        $1.74
                                                                 ======        ======       ======
</TABLE>


                                                               64


   LONG-LIVED ASSETS:  Subsequent to acquisition, the Company
   periodically evaluates whether events and circumstances have occurred
   that indicate the remaining estimated useful life of long-lived assets
   may warrant revision or that the remaining balance of long-lived
   assets may not be recoverable. If factors indicate that long-lived
   assets should be evaluated for possible impairment, the Company uses
   an estimate of the relevant business' undiscounted net cash flow over
   the remaining life of the long-lived assets in measuring whether the
   carrying value is recoverable.  An impairment loss would be measured
   by reducing the carrying value to fair value, based on a discounted
   cash flow analysis.  

   In August 2001, the Financial Accounting Standards Board ("FASB")
   issued SFAS No. 144, "Accounting for Impairment of Disposal of Long-
   Lived Assets."  This statement established a single accounting model
   for long-lived assets to be disposed of by sale and provides
   additional implementation guidance for assets to be held and used and
   assets to be disposed of other than by sale. The statement supersedes
   SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
   for Long-Lived Assets to Be Disposed Of" and amends the accounting and
   reporting provisions of Accounting Principles Board ("APB") Opinion
   No. 30 related to the disposal of a segment of a business. The
   statement was effective for fiscal years beginning after December 15,
   2001.  The Company adopted SFAS No. 144 on January 1, 2002, and the
   standard did not have a material impact on its financial position or
   results of operations.  

   PRODUCT WARRANTIES:  In the normal course of business, the Company
   offers warranties for a variety of its products.  The specific terms
   and conditions of the warranties vary depending upon the specific 
   product and markets in which it was sold.  The Company accrues for 
   the estimated cost of product warranty at the time of sale based on 
   historical experience.

   OTHER ACCRUED LIABILITIES:  Accrued liabilities included the following
   as of December 31, (IN MILLIONS): 

                                                  2002              2001 
                                                  ----              ---- 
   Customer accruals                              $289.6           $224.9
   Accrued purchase accounting (1)                 119.0            134.7
   Accrued self-insurance liability                 91.5             84.3
   Accrued restructuring (2)                        79.4             28.2
   Other                                           585.9            464.0
                                                --------           ------
            Other accrued liabilities           $1,165.4           $936.1
                                                ========           ======

  (1)  See Footnote 2 for further details.
  (2)  See Footnote 3 for further details.


                                     65


   Customer accruals are promotional allowances and rebates given to
   customers in exchange for their selling efforts. The self-insurance
   accrual is primarily casualty liabilities such as workers'
   compensation, general and product liability and auto liability and is
   estimated based upon historical loss 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 accumulated other comprehensive
   income. International subsidiaries operating in highly inflationary
   economies translate nonmonetary assets at historical rates, while net
   monetary assets are translated at current rates, with the resulting
   translation adjustment included in net income as other nonoperating
   (income) expenses.  Foreign currency transaction losses were $4.2
   million, $1.9 million and $1.9 million in 2002, 2001 and 2000,
   respectively.

   ADVERTISING COSTS:  The Company expenses advertising costs as
   incurred, including cooperative advertising programs with customers.
   Total cooperative advertising expense was $218.6 million, $196.8
   million and $209.2 million for 2002, 2001 and 2000, respectively. 
   Cooperative advertising is recorded in the Consolidated Financial
   Statements as a reduction of sales because it is viewed as part of the
   negotiated price of products. All other advertising costs are charged
   to selling, general and administrative expenses and totaled $140.6
   million, $100.3 million and $80.0 million in 2002, 2001 and 2000,
   respectively.

   RESEARCH AND DEVELOPMENT COSTS:  Research and development costs
   relating to both future and present products are charged to selling,
   general and administrative expenses as incurred.  These costs
   aggregated $87.6 million, $67.2 million and $49.4 million in 2002,
   2001 and 2000, respectively.

   EARNINGS PER SHARE:  The calculation of basic and diluted earnings per
   share for the years ended December 31, 2002, 2001 and 2000,
   respectively, is shown below (IN MILLIONS, EXCEPT PER SHARE DATA):


<TABLE>
<CAPTION>
                                                              "In the           Convertible 
                                                Basic          Money"            Preferred      Diluted 
                                               Method    Stock Options (1)    Securities (2)     Method 
                                               ------    -----------------    --------------     ------ 
      2002
      ----
      <s>                                     <c>                  <c>             <c>          <c> 
      Net loss                                ($203.4)              -               -           ($203.4)
      Weighted average shares outstanding       267.1               0.9             -             268.0 
      Loss per share                           ($0.76)                                           ($0.76)




                                                               66


                                                              "In the           Convertible 
                                                Basic          Money"            Preferred      Diluted 
                                               Method    Stock Options (1)    Securities (2)     Method 
                                               ------    -----------------    --------------     ------ 
      2001
      ----
      Net income                               $264.6               -               -            $264.6 
      Weighted average shares outstanding       266.7               0.3             -             267.0 
      Earnings per share                        $0.99                                             $0.99 

      2000
      ----
      Net income                               $421.6               -               -            $421.6 
      Weighted average shares outstanding       268.4               0.1             -             268.5 
      Earnings per share                        $1.57                                             $1.57 

     (1)  The weighted average shares outstanding for 2002, 2001 and 2000 exclude the dilutive effect of 
          approximately 4.5 million, 3.9 million and 7.6 million options, respectively, because such options 
          had an exercise price in excess of the average market value of the Company's common stock during 
          the respective years.

     (2)  The convertible preferred securities are anti-dilutive in 2002, 2001 and 2000 and, therefore, 
          have been excluded from diluted earnings per share.  Had the convertible preferred shares been 
          included in the diluted earnings per share calculation, net income would be increased by $16.6 
          million, $16.8 million and $16.4 million in 2002, 2001 and 2000, respectively, and weighted 
          average shares outstanding would have increased by 9.9 million shares in all years.

</TABLE>


   FAIR VALUE OF 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 SFAS No. 123, the Company's net income and earnings
   per share would have been reduced to the following pro forma amounts
   for the year ended December 31, (IN MILLIONS, EXCEPT PER SHARE DATA):

                                               2002        2001       2000  
                                               ----        ----       ----  
   Net (loss)/income:
     As reported                             ($203.4)     $264.6     $421.6 
     Fair value option expense                 (16.3)      (15.5)     (11.1)
                                              ------      ------     ------ 
     Pro forma                               ($219.7)     $249.1     $410.5 
                                              ======      ======     ====== 

    Basic (loss)/earnings per share:
      As reported                              ($0.76)      $0.99      $1.57
      Pro forma                                 (0.82)       0.93       1.53

    Diluted (loss)/earnings per share:
      As reported                              ($0.76)      $0.99      $1.57
      Pro forma                                 (0.82)       0.93       1.53
 

                                     67



   Because the SFAS 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.

   COMPREHENSIVE INCOME: Comprehensive income and accumulated other
   comprehensive income encompass net income, foreign currency
   translation adjustments, net losses on derivative instruments and net
   minimum pension liability adjustments in the Consolidated Statements
   of Stockholders' Equity and Comprehensive Income. The following table
   displays the components of accumulated other comprehensive income or
   loss (IN MILLIONS):


<TABLE>
<CAPTION>

                             Foreign       After-tax     After-tax        Accumulated 
                             Currency       Minimum     Derivatives           Other   
                           Translation      Pension       Hedging        Comprehensive
                               Loss        Liability    Gain/(Loss)           Loss    
                           -----------     ---------    -----------      -------------
   <s>                       <c>             <c>          <c>               <c>
   Balance at 12/31/01       ($213.1)        ($4.5)       ($14.0)           ($231.6)
   Current year change          98.0         (71.0)         14.4               41.4 
                              ------         -----         -----             ------ 
   Balance at 12/31/02       ($115.1)       ($75.5)         $0.4            ($190.2)
                              ======         =====         =====             ====== 
</TABLE>


   RECENT ACCOUNTING PRONOUNCEMENTS:  In June 2001, the FASB issued SFAS
   No. 141, "Business Combinations."  SFAS No. 141 requires all business
   combinations initiated after June 30, 2001 to be accounted for using
   the purchase method of accounting.  All acquisitions initiated after
   June 30, 2001 by the Company have been accounted for as purchases, 
   thus, there was no effect on the Company's Consolidated Financial 
   Statements upon adoption of this standard.

   In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
   Associated with Exit or Disposal Activities."  SFAS No. 146 addresses
   financial accounting and reporting for costs associated with exit or
   disposal activities included in restructurings.  This Statement
   eliminates the definition and requirements for recognition of exit
   costs as defined in EITF Issue 94-3, and requires that liabilities for
   exit activities be recognized when incurred instead of at the exit
   activity commitment date.  Additionally, SFAS No. 146 requires
   recognition of one-time severance benefits that require employees to
   render future service beyond a minimum retention period over the
   future service period. The Company will adopt the provisions of SFAS
   No. 146, effective January 1, 2003.  The impact of this accounting
   standard is not expected to have a material effect on the Company's
   earnings or financial position.  The Company generally has recorded
   restructuring liabilities for exit costs as incurred, however, under
   certain operating leases, exit costs were recorded when management
   committed to the exit plan under the guidance of EITF Issue 94-3. 
   With respect to severance benefits, the Company believes the majority 

                                     68


   of its severance agreements require only a minimum or no retention
   period or are made pursuant to pre-existing plans as defined by SFAS
   No. 112, "Employers' Accounting for Postemployment Benefits."

   In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-
   Based Compensation - Transition and Disclosure."  SFAS No. 148
   provides alternative methods for transition to SFAS No. 123's fair
   value method of accounting for stock based compensation.  It also
   amends the disclosure provisions of SFAS No. 123 and APB Opinion No.
   25 to require disclosure in the summary of significant accounting
   policies of the effect of the entity's accounting policy with respect
   to stock-based compensation on reported net income and earnings per
   share.  SFAS No. 148 does not amend SFAS No. 123 to require companies
   to account for stock options using the fair value method, however, it
   does require all companies to adopt the disclosure provisions.  The
   Company has adopted the disclosure provisions.   

   FOOTNOTE 2
   ----------

   ACQUISITIONS OF BUSINESS

   2002:
   On April 30, 2002, the Company completed the purchase of American Tool
   Companies, Inc. ("American Tool"), a leading manufacturer of hand
   tools and power tool accessories.  The Company had previously held a
   49.5% stake in American Tool, which had been accounted for under the
   equity method prior to acquisition.  This purchase marked a
   significant expansion and enhancement of the Company's product lines
   and customer base, launching it squarely in the estimated $10 billion-
   plus global market for hand tools and power tool accessories.  The
   preliminary purchase price was $467 million, which included $197
   million for the majority 50.5% ownership stake, the repayment of $243
   million in American Tool debt and $27 million of transaction costs. 
   At the time of acquisition, the Company paid off American Tool's
   senior debt, senior subordinated debt and debt under their revolving
   credit agreement.  The Company has obtained third party valuations of
   certain financial positions and allocated the purchase price to the
   identifiable assets.  During the third quarter, the Company recorded
   nonoperating expenses of $8.7 million for transaction costs associated
   with the acquisition.

   The following table summarizes the preliminary purchase price
   allocation of American Tool assets acquired and liabilities assumed at
   the date of acquisition.









                                     69


                                                              April 30,
                                                                 2002  
                                                              ---------

      Current assets                                             $182.9
      Property, Plant & Equipment                                 129.7
      Trade names & goodwill                                      315.1
                                                                 ------
                       Total assets                              $627.7
                                                                 ======

      Current liabilities                                        $112.4
      Long-term debt                                              195.9
      Other long-term liabilities                                  15.1
      Stockholders' equity                                        304.3
                                                                 ------
           Total liabilities and stockholders' equity            $627.7
                                                                 ======

   For these and for other minor acquisitions made in 2002, the Company
   paid $242.2 million in cash and assumed $195.9 million of debt. 

   2001:
   ----

   The Company made only minor acquisitions in 2001, for $61.2 million in
   cash and $0.1 million of assumed debt. 

   2000:
   ----

   In 2000, the Company acquired the following:

                         Business                Acquisition     Industry
   Business Name         Description             Date            Segment
   -------------         -----------             -----------     --------
   Mersch SA             Picture Frames          January 24      Calphalon Home
   Brio                  Picture Frames          May 24          Calphalon Home
   Paper Mate/Parker     Writing Instruments     December 29     Sharpie

   For these and for other minor acquisitions made in 2000, the Company
   paid $635.2 million in cash and assumed $15.0 million of debt. 

   The transactions summarized above were accounted for as purchases;
   therefore, results of operations are included in the accompanying
   Consolidated Financial Statements since their respective acquisition
   dates.  The acquisition costs were allocated on a preliminary basis to
   the fair market value of the assets acquired and liabilities assumed. 
   The Company's integration plans include exit costs for certain plants
   and product lines and employee termination costs.  The final
   adjustments to the purchase price allocations are not expected to be 


                                     70



   material to the Consolidated Financial Statements.  The preliminary
   purchase price allocations for the 2002 acquisitions and the finalized
   purchase price allocations for the 2001 and 2000 acquisitions resulted
   in trade names and goodwill of approximately $321.3 million.

   In 2002, the Company began to formulate integration plans for American
   Tool and other minor acquisitions as of their respective dates of
   acquisition.  The integration plans for these acquisitions resulted in
   integration plan liabilities of $27.5 million for facility and other
   exit costs, $17.7 million for employee severance and termination
   benefits and $33.9 million for other pre-acquisition contingencies. 
   The purchase prices for the 2002 acquisitions have been allocated to
   the fair market value of the assets acquired and liabilities assumed. 
   The Company's integration plans include exit costs for certain plants
   and product lines, as well as employee termination costs.  The final
   adjustments to the purchase price allocations are not expected to be
   material to the Consolidated Financial Statements.  As of December 31,
   2002, $39.9 million of integration plan reserves remain related to the
   2001 and 2000 acquisitions.  

   None of the 2001 acquisitions were included in the pro forma
   calculations because their effect was immaterial.  The unaudited
   consolidated results of operations for the years ended December 31,
   2002 and 2001 on a pro forma basis, as though the 2002 acquisition of
   American Tool had occurred on January 1, 2001, are as follows for the
   year ended December 31, (IN MILLIONS, EXCEPT FOR PER SHARE DATA)
   (unaudited):

                                                 2002           2001
                                                 ----           ----
      Net sales                                $7,594.1       $7,350.0  
      Net (loss)/income                         ($203.5)        $264.5  
      (Loss)/Earnings per share (basic)           ($0.76)         $0.99 

   WITHDRAWN DIVESTITURE

   On June 18, 2001, the Company announced an agreement for the sale of
   Anchor Hocking ("Anchor").  On January 14, 2002, the Federal Trade
   Commission (the "FTC") filed a complaint seeking to enjoin the sale of
   Anchor.  On January 21, 2002, the Company signed an amended agreement
   with the buyer to divest Anchor, excluding the foodservice business
   because the FTC alleged the sale of Anchor to the current buyer could
   reduce competition in the market for glassware in the foodservice
   industry.  On April 22, 2002, the U.S. District Court for the
   District of Columbia granted the FTC's motion for a preliminary
   injunction.  

   On June 10, 2002, the Company announced that it had withdrawn plans to
   sell its Anchor Hocking glass business and instead will continue to
   operate the business as part of its broad housewares portfolio. 
   Transaction costs approximating $13.6 million were recorded as
   nonoperating expenses in 2002.

                                     71


   FOOTNOTE 3
   ----------

   RESTRUCTURING COSTS

   Certain expenses incurred in the reorganization of the Company's
   operations are considered to be restructuring expenses.  Pre-tax
   restructuring costs consisted of the following for the year ended
   December 31, (IN MILLIONS):


<TABLE>
<CAPTION>
                                                                  2002          2001          2000
                                                                  ----          ----          ----
      <s>                                                       <c>            <c>           <c>
      Facility and other exit costs                              $36.6         $34.6         $14.0
      Employee severance and termination benefits                 76.3          28.5          26.8
      Exited contractual commitments                               1.8           1.0             -
      Other                                                        8.0           2.6           2.2
                                                                ------         -----         -----
           Recorded as Restructuring Costs                      $122.7         $66.7         $43.0
      Discontinued Product Lines (in Cost of Sales)               10.2           3.8           5.6
                                                                ------         -----         -----     
           Total Costs Related to Restructuring Plans           $132.9         $70.5         $48.6     
                                                                ======         =====         =====     
</TABLE>


   Restructuring provisions were determined based on estimates prepared
   at the time the restructuring actions were approved by management.  An
   analysis of the Company's restructuring plan reserves is as follows
   (IN MILLIONS):


<TABLE>
<CAPTION>
                                                      12/31/00                         Costs        12/31/01
                                                       Balance        Provision      Incurred*      Balance
                                                      --------        ---------       --------      --------
      <s>                                              <c>               <c>          <c>             <c>
      Facility and other exit costs                     $11.8            $38.4        ($30.1)         $20.1   
      Employee severance and termination benefits         3.3             28.5         (25.6)           6.2   
      Exited contractual commitments                      4.6              1.0          (3.7)           1.9   
      Other                                               2.2              2.6          (4.8)             -   
                                                        -----            -----         -----          -----   
                                                        $21.9            $70.5        ($64.2)         $28.2   
                                                        =====            =====         =====          =====   
      
                                                      12/31/01                         Costs        12/31/02
                                                       Balance        Provision      Incurred*      Balance
                                                      --------        ---------       --------      --------
      Facility and other exit costs                     $20.1             36.6        ($20.6)         $36.1   
      Employee severance and termination benefits         6.2             76.3         (41.4)          41.1   
      Exited contractual commitments                      1.9              1.8          (1.6)           2.1   
      Other                                                 -              8.0          (8.0)             -   
                                                        -----           ------         -----          -----   
               Recorded as Restructuring Costs           28.2            122.7         (71.6)          79.3   
                                                        -----           ------         -----          -----   

                                                               72



      Discontinued Product Lines (in Cost of
      Product Sold)                                         -             10.2         (10.2)             -   
                                                        -----           ------         -----          -----   
                                                        $28.2           $132.9        ($81.8)         $79.3   
                                                        =====           ======        ======          =====   

     * Cash paid for restructuring activities was $58.0 million, $49.7 million and $32.9 million in 2002, 
       2001 and 2000, respectively.
</TABLE>


   The facility and other exit cost reserves of $36.1 million at December
   31, 2002 are primarily related to future minimum lease payments on
   vacated facilities and closure costs related to fifty-two facilities
   and administrative offices.  As of December 31, 2002, severance
   reserves for the employees impacted by the facility closures
   approximated $41.1 million.   

   2002
   ----

   During 2002, the Company recorded pre-tax restructuring charges
   associated with the Company's strategic restructuring plan.  The
   restructuring plan is intended to streamline the Company's supply
   chain to ensure its position as the best-cost global provider
   throughout the Company's product portfolio.  The plan consists of
   reducing worldwide headcount over the three years beginning in 2001,
   and includes consolidating duplicate manufacturing facilities.  As
   part of this plan, the Company incurred employee severance and
   termination benefit costs for approximately 3,100 employees, including
   manufacturing, sales and support personnel.  Additionally, the Company
   incurred facility exit costs related primarily to the closure of 43
   facilities (seven at Rubbermaid, eight at Sharpie, fourteen at Irwin,
   twelve at Calphalon Home and two corporate administrative offices). 

   2001
   ----

   During 2001, the Company recorded pre-tax restructuring charges
   associated with the Company's strategic restructuring plan.  As part
   of this plan, the Company incurred employee severance and termination
   benefit costs for approximately 1,700 employees.  Additionally, the
   Company incurred facility exit costs related primarily to the closure
   of 14 facilities (four at Rubbermaid, one at Sharpie, six at Irwin and
   three at Calphalon Home). 

   2000
   ----

   During 2000, the Company recorded pre-tax restructuring charges
   related primarily to the continued Rubbermaid integration and plant
   closures at Irwin.  The Company incurred employee severance and
   termination benefit costs related to approximately 700 employees
   terminated in 2000.  Such costs included severance and government
   mandated settlements for facility closures at Rubbermaid Europe,
   change in control payments made to former Rubbermaid executives,
   employee terminations at the domestic Rubbermaid divisions and

                                     73

   severance at Irwin.  The Company incurred merger transaction costs
   related primarily to legal settlements for Rubbermaid's 1998 sale of a
   former division and other merger related contingencies resolved in
   2000.  Additionally, the Company incurred facility and other exit
   costs related primarily to the closure of five European Rubbermaid
   facilities, three window furnishings facilities as well as the exit of
   various Rubbermaid product lines.

   FOOTNOTE 4
   ----------

   CREDIT ARRANGEMENTS

   The Company has short-term foreign and domestic uncommitted lines of
   credit with various banks that are available for short-term financing.
   Borrowings under the Company's uncommitted lines of credit are subject
   to the discretion of the lender. The Company's lines of credit do not
   have a material impact on the Company's liquidity.  The following is a
   summary of borrowings under foreign and domestic lines of credit as of
   December 31, (IN MILLIONS):


<TABLE>
<CAPTION>
                                                         2002             2001             2000
                                                         ----             ----             ----
      <s>                                                <c>              <c>             <c>
      Notes payable to banks:
        Outstanding at year-end
        - borrowing                                       $25.2            $19.1          $23.5    
        - weighted average interest rate                    5.9%            10.0%           8.6%   
      Average for the year
        - borrowing                                       $25.0            $24.1          $61.1    
        - weighted average interest rate                    8.4%            12.1%           7.7%   
      Maximum outstanding during the year                 $40.9           $401.5         $178.0    

</TABLE>


   The Company can also issue commercial paper (as described in Footnote
   5 to the Consolidated Financial Statements), as summarized below as of
   December 31, (IN MILLIONS):


<TABLE>
<CAPTION>
                                                         2002             2001             2000
                                                         ----             ----             ----
      <s>                                                <c>               <c>           <c>
      Commercial paper:
        Outstanding at year-end
        - borrowing                                       $140.0           $707.5        $1,503.7
        - average interest rate                              1.5%             2.8%            6.6%
        Average for the year
        - borrowing                                       $490.8         $1,240.3          $987.5
        - average interest rate                              1.9%             4.1%            6.3%
      Maximum outstanding during the year                 $707.5         $1,603.3        $1,503.7

</TABLE>






                                                               74



   FOOTNOTE 5
   ----------

   LONG-TERM DEBT

   The following is a summary of long-term debt as of December 31, (IN
   MILLIONS):

                                             2002                 2001
                                             ----                 ----    
      Medium-term notes                    $1,680.9             $1,012.5
      Commercial paper                        140.0                707.5
      Preferred debt securities               450.0                450.0
      Other long-term debt                      9.7                  2.5
                                           --------             --------
           Total debt                       2,280.6              2,172.5 
      Current portion of long-term debt      (424.0)              (807.5)
                                           --------             --------
           Long-term Debt                  $1,856.6             $1,365.0
                                           ========             ========

   The aggregate maturities of long-term debt outstanding are as follows
   as of December 31, 2002 (IN MILLIONS):

    2003      2004     2005      2006      2007    Thereafter      Total
    ----      ----     ----      ----      ----    ----------      -----
   $424.0     $5.5     $26.4    $154.2    $390.7    $1,279.8     $2,280.6

   The medium-term notes, revolving credit agreement (and related
   commercial paper) and mandatorily redeemable convertible preferred
   securities are all unsecured.

   The Company had outstanding a total of $1,680.9 million in medium-term
   notes.  The original maturities on these notes range from 3 to 30
   years at an average interest rate of 5.2%.  Of the outstanding
   principal amounts, $420.8 million is classified as current portion of
   long-term debt, with the remainder classified as long-term debt.  

   On March 14, 2002, the Company issued $500.0 million of Senior Notes
   with five-year and ten-year maturities.  The $500.0 million Senior
   Notes consist of $250.0 million in 6.00% Senior Notes due 2007 and
   $250.0 million in 6.75% Senior Notes due 2012.  On December 20, 2002,
   the Company issued $250.0 million of Senior Notes.  The seven-year
   Senior Notes were issued at 4.625% and pay interest semi-annually on
   June 15 and December 15 until final maturity on December 15, 2009. 
   The proceeds of these issuances were used to pay down commercial
   paper.  These issuances are reflected in the outstanding amount of
   medium-term notes noted above and the entire amount is considered to
   be long-term debt. 

   The Company completed a $1,300.0 million Syndicated Revolving Credit
   Facility (the "Revolver") on June 14, 2002, replacing the existing

                                     75


   $1,300.0 million revolving credit agreement, which was scheduled to
   terminate in August 2002.  The Revolver consists of a $650.0 million
   364-day credit agreement and a $650.0 million five-year credit
   agreement.  At December 31, 2002, there were no borrowings under the
   Revolver.

   In lieu of borrowings under the Revolver, the Company may issue
   commercial paper.  The Revolver 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 Revolver.  At December 31, 2002, $140.0 million (principal
   amount) of commercial paper was outstanding.  Because $650.0 million
   of the Revolver expires in June 2007, the entire $140.0 million is
   classified as long-term debt.  

   The Revolver permits the Company to borrow funds on a variety of
   interest rate terms.  The Revolver requires, among other things, that
   the Company maintain certain Interest Coverage and Total Indebtedness
   to Total Capital Ratio, as defined in the agreement.  The agreement
   also limits Subsidiary Indebtedness.  As of December 31, 2002, the
   Company was in compliance with this agreement.

   On September 18, 2001, the Company entered into an agreement with a
   financial institution creating a financing entity that is consolidated
   in the Company's financial statements.  Under the agreement, the
   Company regularly enters into transactions with the financing entity
   to sell an undivided interest in substantially all of the Company's
   United States trade receivables to the financing entity.  In the
   quarter ended September 30, 2001, the financing entity issued $450.0
   million in preferred debt securities to the financial institution. 
   Those preferred debt securities must be retired or redeemed before the
   Company can have access to the financing entity's receivables.  The
   receivables and the corresponding $450.0 million preferred debt issued
   by the subsidiary to the financial institution are recorded in the
   consolidated accounts of the Company.  The proceeds of this debt were
   used to pay down commercial paper issued by the Company.  Because this
   debt matures in 2008, the entire amount is considered to be long-term
   debt.  The provisions of the debt agreement allow the entire
   outstanding debt to be called upon certain events including the
   Company's debt rating falling below investment grade and certain
   levels of accounts receivable write-offs.  As of December 31, 2002,
   the Company was in compliance with the agreement.  As of December 31,
   2002 and 2001, the aggregate amount of outstanding receivables sold
   under the agreement was $738.2 million and $689.3 million,
   respectively.

   In August 2002, the Company elected to terminate certain interest rate
   swap agreements prior to their scheduled maturities and received cash
   of $25.0 million.  Of this amount, $20.8 million represents the fair
   value of the swaps that were terminated and the remainder represents
   interest receivable on the swaps.  The cash received relating to the
   fair value of the swaps was included as an operating activity in the

                                     76


   Consolidated Statement of Cash Flows.  The unamortized fair value gain
   on the terminated interest rate swaps is accounted for as long-term
   debt.  As of December 31, 2002, the unamortized gain was $18.4
   million, of which $5.3 million is classified as current portion of
   long-term debt.  The unamortized gain will be amortized as a reduction
   to interest expense over the remaining term of the underlying debt. 

   In August 2002, the Company entered into several new interest rate
   swap agreements to replace the terminated interest rate swap
   agreements.  These new interest rate swaps convert certain fixed rate
   debt into floating rate debt based on a notional principal amount of
   $500.0 million.

   A $500.0 million universal shelf registration statement became
   effective in July 2002 under which debt and equity securities may be
   issued.  As of December 31, 2002, $250.0 million in debt securities
   had been issued under this shelf registration statement.  In January
   2003, approximately $200.8 million of equity securities were issued
   pursuant to the shelf registration.  See Footnote 16 for further
   details.

   FOOTNOTE 6
   ----------

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

   The Company fully and unconditionally guarantees 10.0 million shares
   of 5.25% convertible preferred securities issued by a 100% owned
   finance subsidiary of the Company, which are callable at 102.625% of
   the liquidation preference, decreasing over time to 100% by December
   2007.  Each of these "Preferred Securities" is convertible into 0.9865
   of a share of Company common stock, and is entitled to a quarterly
   cash distribution at the annual rate of $2.625 per share.

   The proceeds of the Preferred Securities were invested in $500.0
   million of the Company 5.25% Junior Convertible Subordinated
   Debentures.  The Debentures are the sole assets of the subsidiary
   trust, mature on December 1, 2027, bear interest at an annual rate of
   5.25%, are payable quarterly and became redeemable by the Company
   beginning in December 2001. The Company may defer interest payments on
   the Debentures for a period of up to 20 consecutive quarters, during
   which period distribution payments on the Preferred Securities are
   also deferred. Under this circumstance, the Company may not declare or
   pay any cash distributions with respect to its common or preferred
   stock or debt securities that do not rank senior to the Debentures. 

   As of December 31, 2002, the Company has not elected to defer interest
   payments.  The $500.0 million of the Preferred Securities is
   classified as Company-Obligated Mandatorily Redeemable Convertible
   Preferred Securities of a Subsidiary Trust in the Consolidated Balance
   Sheet.

                                     77


   FOOTNOTE 7
   ----------

   DERIVATIVE FINANCIAL INSTRUMENTS

   At the beginning of 2001, the Company adopted SFAS No. 133,
   "Accounting for Derivative Instruments and Hedging Activities."  This
   statement requires companies to record derivatives on the balance
   sheet as assets or liabilities, measured at fair value.  Any changes
   in fair value of these instruments are recorded in the income
   statement or other comprehensive income.  The impact of adopting SFAS
   No. 133 on January 1, 2001 resulted in a cumulative after-tax gain of
   approximately $13.0 million, recorded in accumulated other
   comprehensive income.  The cumulative effect of adopting SFAS No. 133
   did not materially impact the results of operations.

   Derivative financial instruments are used only to manage certain
   interest rate and foreign currency risks.  These instruments include
   interest rate swaps, long-term cross currency interest rate swaps, and
   short-term forward exchange contracts.

   At December 31, 2002, the Company had interest rate swaps designated
   as cash flow hedges with an outstanding notional principal amount of
   $350.0 million, with accrued interest payable of $0.9 million.  At
   December 31, 2002, the Company had these swaps serve as a means to
   mitigate the risk of rising interest rates in future periods by
   converting certain floating rate debt instruments into fixed rate
   debt.  Gains and losses on these instruments, to the extent that the
   hedge relationship has been effective, are deferred in other
   comprehensive income and recognized in interest expense over the
   period in which the Company recognizes interest expense on the related
   debt instrument.  Any ineffectiveness on these instruments is
   immediately recognized in interest expense in the period that the
   ineffectiveness occurs.  During 2002, the ineffectiveness related to
   these instruments was insignificant.  The Company expects
   approximately $3.3 million of the losses, net of tax, deferred in
   other comprehensive income to be recognized in earnings in 2003.  At
   December 31, 2002, the Company also had interest rate swaps designated
   as fair value hedges with an outstanding notional principal amount of
   $500.0 million, with accrued interest receivable of $2.7 million. 
   These fair value hedges qualify for the "shortcut method" because
   these hedges are deemed to be perfectly effective.  The maximum length
   of time over which the Company is hedging its interest rate exposure
   through the use of interest rate swap agreements is seven years.

   The Company utilizes forward exchange contracts to manage foreign
   exchange risk related to both known and anticipated intercompany
   transactions and third-party commercial transaction exposures of
   approximately one year in duration or less.  The Company also utilizes
   long-term cross currency interest rate swaps to hedge long-term
   intercompany transactions.  The maturities on these long-term cross
   currency interest rate swaps range from three to five years.  At

                                     78


   December 31, 2002, the Company had long-term cross currency interest
   rate swaps with an outstanding notional principal amount of $319.5
   million, with accrued interest receivable of $0.2 million.

   Gains and losses related to qualifying forward exchange contracts,
   which hedge intercompany transactions or third-party commercial
   transactions, are deferred in other comprehensive income with a
   corresponding asset or liability until the underlying transaction
   occurs and are considered to have a cash flow hedging relationship. 
   The gains and losses reported in accumulated other comprehensive
   income will be reclassified to earnings upon completion of the
   underlying transaction being hedged.  The net loss recognized in 2002
   for matured cash flow forward exchange contracts was $1.5 million, net
   of tax, which was recognized in the Consolidated Statement of Income.
   The Company estimates that $0.1 million of gains, net of tax, deferred
   in accumulated other comprehensive income will be recognized in
   earnings in 2003.

   Derivative instruments used to hedge intercompany loans are marked to
   market with the corresponding gains or losses included in accumulated
   other comprehensive income and are considered to have a fair value
   hedging relationship.  Any ineffectiveness associated with the fair
   value hedges is classified to the income statement.  The net gain
   recognized in 2002 for forward exchange contracts and cross currency
   interest rate swaps was $0.4 million, net of tax, which was recognized
   as part of interest income on the Consolidated Statement of Income.  

   The following table summarizes the Company's forward exchange
   contracts and long-term cross currency interest rate swaps in U.S.
   dollars by major currency and contractual amount. The "buy" amounts
   represent the U.S. equivalent of commitments to purchase foreign
   currencies, and the "sell" amounts represent the U.S. equivalent of
   commitments to sell foreign currencies according to the local needs of
   the subsidiaries. The contractual amounts of significant short-term
   forward exchange contracts and long-term cross currency interest rate
   swaps and their fair values as of December 31, were as follows (IN
   MILLIONS):


<TABLE>
<CAPTION>
                                                  2002                   2001
                                                  ----                   ----
                                             Buy       Sell        Buy         Sell
                                             ---       ----        ---         ----
   <S>                                     <C>        <C>         <C>         <C>
   British Pounds                          $273.0     $65.6       $174.9      $178.2  
   Canadian Dollars                           0.8      50.6        207.8        31.6 
   Euro                                      96.4     343.8         43.7       232.2 
   Other                                     35.7      18.3         23.9         9.8 
                                           ------     ------      ------      ------  
                                                      
                                           $405.9    $478.3       $450.3      $451.8  
                                           ======    ======       ======      ======      
   Fair Value recorded in the
     Consolidated Balance Sheet            $451.5    $537.4       $440.0      $448.2  
                                           ======    ======       ======      ======  
</TABLE>


                                                               79



   The Company's short-term forward exchange contracts and long-term
   cross currency interest rate swaps do not subject the Company to risk
   due to foreign exchange rate movement, because gains and losses on
   these instruments generally offset gains and losses on the assets,
   liabilities, and other transactions being hedged.  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.

   FOOTNOTE 8
   ----------

   LEASES

   The Company leases manufacturing and warehouse facilities, real
   estate, transportation, data processing and other equipment under
   leases that expire at various dates through the year 2011.  Rent
   expense was $123.3 million, $112.0 million and $102.9 million in 2002,
   2001 and 2000, respectively. 

   Future minimum rental payments for operating leases with initial or
   remaining terms in excess of one year are as follows as of December
   31, 2002 (IN MILLIONS):

     2003      2004     2005     2006      2007    Thereafter      Total
     ----      ----     ----     ----      ----    ----------      -----
    $68.0     $47.7     $35.7    $31.4    $16.8      $25.2        $224.8

   FOOTNOTE 9
   ----------

   EMPLOYEE BENEFIT AND RETIREMENT PLANS

   As of December 31, 2002, the Company continued to maintain various
   deferred compensation plans with varying terms.  The total liability
   associated with these plans was $56.9 million and $52.3 million as of
   December 31, 2002 and 2001, respectively.  These liabilities are
   included in Other Noncurrent Liabilities in the Consolidated Balance
   Sheet. These plans are partially funded with asset balances of $42.9
   million and $41.9 million as of December 31, 2002 and 2001,
   respectively.  These assets are included in Other Noncurrent Assets in
   the Consolidated Balance Sheet. 



                                     80


   Effective January 1, 2002, the Company adopted a deferred compensation
   plan pursuant to which certain management and highly compensated
   employees are eligible to defer up to 50% of their regular
   compensation and up to 100% of their bonuses, and nonemployee board
   members are eligible to defer up to 100% of their directors
   compensation.  The compensation deferred under this plan along with
   earnings is fully vested at all times.  

   The Company has a Supplemental Executive Retirement Plan ("SERP"),
   which is a nonqualified defined benefit plan pursuant to which the
   Company will pay supplemental pension benefits to certain key
   employees upon retirement based upon the employees' years of service
   and compensation.  The SERP is being funded through a trust agreement
   with the Northern Trust Company, as trustee, that owns life insurance
   policies on key employees.  At December 31, 2002 and 2001, the life
   insurance contracts had a cash surrender value of $66.2 million and
   $56.0 million, respectively.  These assets are included in Other
   Noncurrent Assets in the Consolidated Balance Sheet.  The amount of
   coverage is designed to provide sufficient reserves to cover all costs
   of the plan.  The projected benefit obligation was $68.6 million and
   $59.8 million at December 31, 2002 and 2001, respectively.  The SERP
   liabilities are included in the pension table below; however, the
   Company's investment in the life insurance contracts are excluded from
   the table as they do not qualify as plan assets under SFAS No. 87,
   "Employers' Accounting for Pensions."  

   The Company and its subsidiaries have noncontributory pension, profit
   sharing and contributory 401(k) plans covering substantially all of
   their 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, as
   amended, the Internal Revenue Code of 1986, as amended or local
   statutes to assure that plan assets will be adequate to provide
   retirement benefits. The Company's common stock comprised $67.4
   million and $56.6 million of noncontributory pension plan assets at
   December 31, 2002 and 2001, respectively. 

   The Company's matching contributions to the profit sharing plans were
   $21.4 million, $15.4 million and $14.5 million for the years ended
   December 31, 2002, 2001 and 2000, respectively.  

   In addition, several of the Company's subsidiaries currently provide
   retiree health care and life insurance benefits for certain employee
   groups.








                                     81



   The following provides a reconciliation of benefit obligations, plan
   assets and funded status of the Company's noncontributory pension
   plans, SERP and postretirement benefit plans as of December 31, (IN
   MILLIONS):


<TABLE>
<CAPTION>
                                                        Pension Benefits              Other Postretirement Benefits
                                                        ----------------              -----------------------------
                                                      2002            2001                2002             2001
                                                      ----            ----                ----             ----
      <s>                                            <c>            <c>                  <c>              <c>
      Change in benefit obligation:
      Benefit obligation at January 1                $846.7         $740.9               $212.6           $166.7    
      Service cost                                     40.0           38.9                  4.2              3.3    
      Interest cost                                    64.9           54.9                 15.6             12.5    
      Amendments                                        5.4           (1.2)                   -                -    
      Actuarial (gain) loss                           (17.7)         (15.9)                 7.2             50.8    
      Acquisitions and other                          104.3           79.8                    -                -    
      Currency translation                             25.8           (4.1)                   -                -    
      Benefits paid from plan assets                  (78.3)         (46.6)               (20.6)           (20.7)   
                                                     ------         ------               ------           ------    
      Benefit obligation at December 31              $991.1         $846.7               $219.0           $212.6    
                                                     ======         ======               ======           ======    
      Change in plan assets:
      Fair value of plan assets at January 1         $756.5         $888.3               $    -           $    -    
      Actual return on plan assets                    (65.8)        (176.0)                   -                -    
      Acquisitions and other                           85.5           83.8                    -                -    
      Contributions                                    14.5            7.6                 20.6             20.7    
      Currency translation                             15.9           (0.6)                   -                -    
      Benefits paid from plan assets                  (78.3)         (46.6)               (20.6)           (20.7)   
                                                     ------         ------               ------           ------    
      Fair value of plan assets
        at December 31                               $728.3         $756.5               $    -           $    -    
                                                     ======         ======               ======           ======    
      Funded Status:
      Funded status at December 31                  ($262.8)        ($90.2)              ($219.0)        ($212.6)   
      Unrecognized net loss                           307.3          142.8                  21.0            13.7    
      Unrecognized prior service cost                   5.7            2.7                     -               -    
      Unrecognized net asset                            0.5           (1.1)                    -               -    
                                                      -----          -----                ------          ------    
      Net amount recognized                           $50.7          $54.2               ($198.0)        ($198.9)   
                                                      =====          =====               =======         =======    
      Amounts recognized in the 
        Consolidated Balance Sheets:
      Prepaid benefit cost (1)                       $113.8         $142.0                $    -          $    -    
      Accrued benefit cost (2)                       (198.9)         (98.6)               (198.0)         (198.9)   
      Intangible asset (1)                              4.1            3.5                     -               -    
      Accumulated other
        comprehensive loss                            131.7            7.3                     -               -    
                                                      -----          -----                ------          ------    
      Net amount recognized                           $50.7          $54.2               ($198.0)        ($198.9)   
                                                      =====          =====                ======          ======    
      Discount rate                                   6.75%           7.25%                 6.75%           7.25%   

                                                               82



                                                        Pension Benefits              Other Postretirement Benefits
                                                        ----------------              -----------------------------
                                                      2002            2001                2002             2001
                                                      ----            ----                ----             ----
      Long-term rate of return on                                                                                   
        plan assets                                    8.5%           10.0%                   N/A             N/A   
      Long-term rate of compensation increase          4.5%            5.0%                   N/A             N/A   
      Health care cost trend rate                       N/A             N/A                  6.0%            6.0%   

     (1) Recorded in Other Noncurrent Assets
     (2) Recorded in Other Noncurrent Liabilities

</TABLE>


   Net pension expense (income) and other postretirement benefit expense
   include the following components as of December 31, (IN MILLIONS):


<TABLE>
<CAPTION>
                                                  Pension Benefits               Other Postretirement Benefits
                                                  ----------------               -----------------------------
                                             2002       2001        2000         2002         2001         2000
                                             ----       ----        ----         ----         ----         ----
      <s>                                   <c>        <c>         <c>           <c>          <c>          <c>
      Service cost-benefits earned 
        during the year                     $40.0      $33.2        $29.2         $4.2         $3.3         $3.6  
      Interest cost on projected
        benefit obligation                   64.9       53.7         49.5         15.6         12.5         12.9  
      Expected return on plan assets        (99.2)     (87.1)       (82.8)           -            -            -  
      Amortization of:
        Transition asset                        -       (1.4)        (1.9)           -         (1.5)        (1.1) 
        Prior service cost recognized        (0.2)      (1.1)        (0.5)           -            -            -  
        Curtailment, settlement cost          1.4          -            -            -            -            -  
      Actuarial loss (gain)                   0.8       (0.3)        (1.3)           -            -            -  
                                             ----       ----         ----        -----        -----        -----  
      Net pension expense (income)           $7.7      ($3.0)       ($7.8)       $19.8        $14.3        $15.4  
                                             ====       ====         ====        =====        =====        =====  

</TABLE>


   The projected benefit obligation, accumulated benefit obligation and
   fair value of plan assets for the pension plans with accumulated
   benefit obligations in excess of plan assets are as follows as of
   December 31, (IN MILLIONS):

                                                  2002             2001     
                                                  ----             ----     
    Projected benefit obligation                ($712.9)         ($443.0)    
    Accumulated benefit obligation               (678.1)          (404.1)    
    Fair value of plan assets                     418.4            307.0     

   Assumed health care cost trends have been used in the valuation of
   postretirement benefits. The trend rate is 10% (for retirees under age
   65) and 12% (for retirees over age 65) in 2002, declining to 6% for
   all retirees in 2009 and thereafter.  In 2001, the Company increased
   the medical care cost trend rate due to significant increases in
   actual medical costs.



                                     83


   The health care cost trend rate significantly affects the reported
   postretirement benefit costs and obligations. A one percentage point
   change in the assumed rate would have the following effects (IN
   MILLIONS):

                                              1% Increase     1% Decrease
                                              -----------     -----------
      Effect on total of service and 
        interest cost components                  $2.3          ($2.0)    
      Effect on postretirement
        benefit obligations                       18.1          (16.6)    

   FOOTNOTE 10
   -----------

   STOCKHOLDERS' EQUITY

   On February 7, 2000, the Company announced a stock repurchase program
   of up to $500.0 million of the Company's outstanding common stock.
   During 2000, the Company repurchased 15.5 million shares of its common
   stock at an average price of $26.00 per share, for a total cash price
   of $403.0 million under the program. The repurchase program remained
   in effect until December 31, 2000 and was financed through the use of
   working capital and commercial paper.

   Each share of common stock includes a stock purchase right (a
   "Right"). Each Right will entitle the holder, until the earlier of
   October 31, 2008 or the redemption of the Rights, to buy the number of
   shares of common stock having a market value of two times the exercise
   price of $200.00, subject to adjustment under certain circumstances.
   The Rights will be exercisable only if a person or group acquires 15%
   or more of voting power of the Company or announces a tender offer
   after which it would hold 15% or more of the Company's voting power.
   The Rights held by the 15% stockholder would not be exercisable in
   this situation.

   Furthermore, if, following the acquisition by a person or group of 15%
   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, each Right (other than Rights held by the 15% 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 $0.001 per Right prior to the
   occurrence of an event that causes the Rights to become exercisable
   for common stock.






                                     84


   FOOTNOTE 11
   -----------

   STOCK OPTIONS

   The Company's Amended and Restated 1993 Stock Option Plan expired by
   its terms on December 31, 2002, and no further stock options can be
   granted under that plan.  For options previously granted under that
   plan, the option exercise price equaled the common stock's closing
   price on the date of grant, options vest over a five-year period and
   expire ten years from the date of grant.  In February 2003, the
   Company's Board of Directors approved, subject to approval of Company
   stockholders, a 2003 Stock Plan.  The 2003 Plan will provide for
   grants of up to an aggregate of 15.0 million stock options, stock
   awards and performance shares (except that no more than 3.0 million of
   those grants may be stock awards and performance shares).  Under the
   2003 Plan, the option exercise price will equal the common stock's
   closing price on the date of grant.  Options will vest over five years
   (which may be shortened to no less than three years) and expire ten
   years from the date of grant.  Also under the 2003 Plan, none of the
   restrictions on stock awards will lapse earlier than the third
   anniversary of the date of grant. 

   The following summarizes the changes in the number of shares of common
   stock under option, including options to acquire common stock
   resulting from the conversion of options under pre-merger Rubbermaid
   option plans (IN MILLIONS, EXCEPT EXERCISE PRICES):


<TABLE>
<CAPTION>
                                                                                                          Weighted
                                                             Weighted                    Weighted       average fair
                                                             Average      Exercisable     Average     value of options
                                                             Exercise      at end of     Exercise      granted during
                                               Shares         Price          year          Price          the year
                                               ------         -----          ----          -----          --------
      <s>                                         <c>          <c>            <c>          <c>               <c>
      Outstanding at December 31, 1999            5.8          $35    
      Granted                                     3.5           28    
      Exercised                                  (0.1)          17    
      Canceled                                   (1.2)          36    
                                                 ----          ---            ---           ---               --       
      Outstanding at December 31, 2000            8.0           32            3.2           $33               $9       
      Granted                                     4.4           25    
      Exercised                                  (0.2)          19    
      Canceled                                   (2.3)          33    
                                                 ----          ---            ---           ---               --       
      Outstanding at December 31, 2001            9.9           29            2.9           $33               $7       
      Granted                                     3.9           32    
      Exercised                                  (0.7)          25    
      Canceled                                   (1.7)          32    
                                                 ----          ---            ---           ---               --       
      Outstanding at December 31, 2002           11.4          $30            3.4           $32               $9       
                                                 ====          ===            ===           ===               ==       
</TABLE>

                                                               85



   Options outstanding at December 31, 2002 (IN MILLIONS, EXCEPT EXERCISE
   PRICES):


<TABLE>
<CAPTION>
                                                                         Weighted           Weighted Average
         Range of                                  Number                Average                Remaining
      Exercise Prices                            Outstanding          Exercise Price        Contractual Life
      ---------------                            -----------          --------------        ----------------
      <s>                                            <c>                    <c>                     <c>
      $16.00 - $24.99                                2.6                    $24                     8.0        
      $25.00 - $34.99                                5.9                     29                     8.1        
      $35.00 - $44.99                                2.8                     38                     7.8        
      $45.00 - $50.00                                0.1                     48                     5.7        
                                                    ----                    ---                     ---        
      $16.00 - $50.00                               11.4                    $30                     8.0        
                                                    ====                    ===                     ===        

   Options exercisable at December 31, 2002 (IN MILLIONS, EXCEPT EXERCISE
   PRICES):

                                                                         Weighted           Weighted Average
         Range of                                  Number                Average                Remaining
      Exercise Prices                            Exercisable          Exercise Price        Contractual Life
      ---------------                            -----------          --------------        ----------------
      $16.00 - $24.99                                0.6                    $23                     6.8        
      $25.00 - $34.99                                1.7                     30                     6.4        
      $35.00 - $44.99                                1.0                     40                     5.6        
      $45.00 - $50.00                                0.1                     48                     5.7        
                                                     ---                    ---                     ---        
      $16.00 - $50.00                                3.4                    $32                     6.2        
                                                     ===                    ===                     ===        
</TABLE>


   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 2002, 2001 and 2000, respectively:
   risk-free interest rate of 4.0%, 5.1% and 6.5%; expected dividend
   yields of 3.0%, 3.0% and 3.0%; expected lives of 6.9, 9.0 and 9.0
   years; and expected volatility of 32%, 28% and 28%.

   FOOTNOTE 12
   -----------

   INCOME TAXES

   The provision for income taxes consists of the following as of
   December 31, (IN MILLIONS):

                                      2002       2001        2000
                                      ----       ----        ----
      Current:
      Federal                        $55.0      $90.8      $154.8  
      State                            7.7       11.6        14.9  
      Foreign                         46.0       23.3        34.4  
                                    ------     ------      ------  
                                     108.7      125.7       204.1  
      Deferred                        48.3       25.5        59.8  
                                    ------     ------      ------  
                                    $157.0     $151.2      $263.9  
                                    ======     ======      ======  

                                    86




   The non-U.S. component of income before income taxes was $7.0 million
   in 2002, $69.9 million in 2001 and $84.7 million in 2000.

   The components of the net deferred tax asset are as follows as of
   December 31, (IN MILLIONS):

                                                     2002         2001
                                                     ----         ----
      Deferred tax assets:
      Accruals not currently deductible 
        for tax purposes                            $204.2       $173.5 
      Postretirement liabilities                     114.0         76.2 
      Inventory reserves                              24.5         48.3 
      Self-insurance liability                        18.1         36.1 
      Foreign net operating losses                   150.2        109.2 
      Other                                           11.4         12.2 
                                                    ------       ------ 
                                                    $522.4       $455.5 
                                                    ------      ------- 
      Deferred tax liabilities:
      Accelerated depreciation                     ($152.9)     ($135.4)
      Prepaid pension asset                          (37.0)       (42.0)
      Amortizable intangibles                        (19.7)        (9.2)
      Other                                              -        (18.8)
                                                    ------       ------ 
                                                   ($209.6)     ($205.4)
                                                    ------       ------ 
      Net deferred tax asset                        $312.8       $250.1 
      Valuation allowance                           (104.0)       (85.3)
                                                    ------       ------ 
      Net deferred tax asset after 
        valuation allowance                         $208.8       $164.8 
                                                    ======       ====== 

   At December 31, 2002, the Company had foreign net operating loss
   ("NOL") carry forwards of approximately $487.9 million that expire at
   various times beginning in 2005 and some of which carry forward
   without expiration.  The potential tax benefits associated with those
   foreign net operating losses are approximately $150.2 million.  The
   valuation allowance increased $18.7 million during 2002 to $104.0
   million at December 31, 2002.  This increase was primarily the result
   of an increase of certain foreign net operating losses during the year
   which management is uncertain of the ability to utilize in the future.



                                     87


   The net deferred tax asset is classified in the Consolidated Balance
   Sheets as follows as of December 31, (IN MILLIONS):

                                                       2002         2001
                                                       ----         ----
      Current net deferred income tax asset           $213.5       $238.5 
      Noncurrent deferred income tax liability          (4.7)       (73.7)
                                                      ------       ------ 
                                                      $208.8       $164.8 
                                                      ======       ====== 

   A reconciliation of the U.S. statutory rate to the effective income
   tax rate is as follows as of December 31, (IN PERCENT):


<TABLE>
<CAPTION>
                                                                     2002         2001      2000
                                                                     ----         ----      ----
      <s>                                                           <c>          <c>          <c> 
      Statutory rate                                                35.0%        35.0%        35.0%
      Add (deduct) effect of:
      State income taxes, net of federal income tax effect           1.9          2.8          2.2 
      Nondeductible trade names and goodwill amortization              -          3.4          1.3 
      Foreign tax credit                                            (0.7)        (3.3)         (.5)
      Foreign rate differential and other                           (2.7)        (1.5)          .5 
                                                                   -----        -----        ----- 
      Effective rate                                                33.5%        36.4%        38.5%
                                                                  ======        =====        ===== 
</TABLE>


   No U.S. deferred taxes have been provided on the undistributed non-
   U.S. subsidiary earnings that are considered to be permanently
   invested. At December 31, 2002, the estimated amount of total
   unremitted non-U.S. subsidiary earnings is $139.1 million.

   FOOTNOTE 13
   -----------

   OTHER NONOPERATING EXPENSES (INCOME) 

   Total other nonoperating expenses (income) consist of the following as
   of December 31, (IN MILLIONS):

<TABLE>
<CAPTION>
                                                                    2002         2001         2000
                                                                    ----         ----         ----
      <s>                                                          <c>          <c>          <c>
      Minority interest in income of subsidiary trust (1)          $26.7        $26.7        $26.7 
      Equity earnings (2)                                           (0.8)        (7.2)        (8.0)
      Loss on sales of marketable equity securities                  1.2          5.0            - 
      Gain on sale of business                                         -         (5.0)           - 
      Interest income                                               (4.7)        (3.9)        (5.5)
      Currency transaction losses                                    4.2          1.9          1.9 
      Dividend income                                                  -         (0.1)        (0.1)
      ATC transaction costs (3)                                      8.7            -            - 
      Costs associated with withdrawn divestiture (4)               13.6            -            - 
      Gain on sale of land                                          (6.8)           -            - 
      Loss on disposal of fixed assets                               4.8            -            - 
      Other                                                          3.7          0.1          1.2 
                                                                  ------       ------       ------ 
                                                                   $50.6        $17.5        $16.2 
                                                                  ======       ======       ====== 
</TABLE>

                                                               88



   (1)  Expense from Convertible Preferred Securities (see Footnote 6).
   (2)  Primarily relates to the Company's investment in American Tool
        Companies, Inc., in which the Company had a 49.5% interest until
        April 2002.  See Footnote 2 for further information.
   (3)  Represents costs associated with the acquisition of American Tool
        Companies, Inc.  See Footnote 2 for further information.
   (4)  Represents transaction costs associated with the Company's
        withdrawal from the planned divestiture of its Anchor Hocking
        glass business.  See Footnote 2 for further information.

   FOOTNOTE 14
   -----------

   INDUSTRY SEGMENT INFORMATION

   In the first quarter of 2002, the Company announced the realignment of
   its operating segment structure.  This realignment reflects the
   Company's focus on building large consumer brands, promoting
   organizational integration and operating efficiencies and aligning the
   businesses with the Company's strategic account management strategy. 
   The four operating segments have been named for leading worldwide
   brands in the Company's product portfolio.  The realignment
   streamlines what had previously been five operating segments (prior
   years' segment data has been reclassified to conform to the current
   segment structure).  In 2002, the Company renamed its Parker/Eldon,
   Calphalon/Wearever and Levolor/Hardware segments as the Sharpie,
   Calphalon Home and Irwin segments, respectively, for public reporting. 
   The Company's segment results are as follows as of December 31, (IN
   MILLIONS):


<TABLE>
<CAPTION>
                                                           2002                2001                 2000
                                                           ----                ----                 ----
      Net Sales (1) (2)
      -----------------
      <s>                                               <c>                 <c>                  <c> 
      Rubbermaid                                        $2,592.4            $2,565.6             $2,809.3 
      Sharpie                                            1,908.7             1,799.4              1,423.5 
      Irwin                                              1,727.3             1,382.6              1,455.0 
      Calphalon Home                                     1,225.5             1,161.7              1,246.9 
                                                        --------            --------             --------
                                                        $7,453.9            $6,909.3             $6,934.7 
                                                        ========            ========             ======== 
                                                                                     
      Operating Income (3) 
      --------------------
      Rubbermaid                                          $214.5              $200.9               $326.2 


                                                              89



                                                            2002                2001                 2000
                                                            ----                ----                 ----
      Sharpie                                              323.3               278.3                250.4 
      Irwin                                                136.4               126.5                207.2 
      Calphalon Home                                       119.5               120.1                172.9 
      Corporate                                            (31.1)              (84.4)               (76.4)
                                                         -------             -------              ------- 
                                                           762.6               641.4                880.3 
      Restructuring Costs (4)                             (132.9)              (70.5)               (48.6)
                                                          ------              ------              ------- 

                                                          $629.7              $570.9               $831.7 
                                                         =======             =======              ======= 

      Identifiable Assets
      -------------------
      Rubbermaid                                        $1,688.9            $1,551.3 
      Sharpie                                            1,124.1             1,216.8 
      Irwin                                              1,226.4               790.8 
      Calphalon Home                                       735.5               787.4 
      Corporate (5)                                      2,614.0             2,919.8 
                                                         -------             ------- 
                                                        $7,388.9            $7,266.1 
                                                         =======             ======= 

      Capital Expenditures
      --------------------
      Rubbermaid                                          $134.5              $110.5               $186.5 
      Sharpie                                               41.3                52.8                 48.0 
      Irwin                                                 46.0                26.6                 16.0 
      Calphalon Home                                        17.2                34.7                 43.9 
      Corporate                                             13.1                25.2                 22.2 
                                                         -------              -------             ------- 
                                                          $252.1              $249.8               $316.6 
                                                         =======             =======              ======= 

      Depreciation and Amortization
      -----------------------------
      Rubbermaid                                          $116.0              $120.1               $107.5 
      Sharpie                                               54.6                59.1                 38.3 
      Irwin                                                 42.3                29.3                 24.3 
      Calphalon Home                                        43.8                40.7                 44.7 
      Corporate                                             24.0                79.6                 77.8 
                                                         -------             -------              ------- 
                                                          $280.7              $328.8               $292.6 
                                                         =======             =======              ======= 





                                                               90



     GEOGRAPHIC AREA INFORMATION
                                                                      2002                 2001                2000
                                                                      ----                 ----                ----
      Net Sales
      ---------
      United States                                               $5,454.2             $5,040.6            $5,191.5 
      Canada                                                         312.5                299.5               308.9 
                                                                   -------              -------             ------- 
        North America                                              5,766.7              5,340.1             5,500.4 
      Europe                                                       1,331.3              1,215.4             1,112.5 
      Central and South America                                      247.3                263.4               289.0 
      All other                                                      108.6                 90.4                32.8 
                                                                   -------              -------             ------- 
                                                                  $7,453.9             $6,909.3            $6,934.7 
                                                                   =======              =======             ======= 

      Operating Income
      ----------------
      United States                                                 $553.1               $455.7              $643.4 
      Canada                                                          43.3                 39.1                54.5 
                                                                   -------              -------             -------
        North America                                                596.4                494.8               697.9 
      Europe                                                          (8.4)                47.4                77.2 
      Central and South America                                       19.5                 17.9                53.2 
      All other                                                       22.2                 10.8                 3.4 
                                                                   -------              -------             ------- 
                                                                    $629.7               $570.9              $831.7 
                                                                   =======              =======             ======= 

      Identifiable Assets (6)
      -----------------------
      United States                                               $5,151.0             $5,067.8 
      Canada                                                         115.7                118.0 
                                                                   -------              ------- 
        North America                                              5,266.7              5,185.8 
      Europe                                                       1,802.0              1,737.0 
      Central and South America                                      224.4                295.7 
      All other                                                       95.8                 47.6 
                                                                  --------             -------- 
                                                                  $7,388.9             $7,266.1 
                                                                  ========             ======== 
</TABLE>


   (1)  Sales to Wal*Mart Stores, Inc. and subsidiaries amounted to
        approximately 15% of consolidated net sales in each of the years
        ended December 31, 2002, 2001 and 2000. Sales to no other
        customer exceeded 10% of consolidated net sales for any year.
   (2)  All intercompany transactions have been eliminated.
   (3)  Operating income is net sales less cost of products sold and
        selling, general and administrative expenses. Certain
        headquarters expenses of an operational nature are allocated to
        business segments and geographic areas primarily on a net sales


                                     91



        basis. Trade names and goodwill amortization was considered a
        corporate expense in 2001 and 2000 and not allocated to business
        segments.
   (4)  Restructuring costs are recorded as both Restructuring Costs and
        as part of Cost of Products Sold in the Consolidated Statements
        of Operations (refer to Footnote 3 for additional detail.)
   (5)  Corporate assets primarily include trade names and goodwill,
        equity investments and deferred tax assets.
   (6)  Transfers of finished goods between geographic areas are not
        significant.

   FOOTNOTE 15
   -----------

   LITIGATION AND CONTINGENCIES

   The Company is involved in legal proceedings in the ordinary course of
   its business.  These proceedings include claims for damages arising
   out of use of the Company's products, allegations of infringement of
   intellectual property, commercial disputes and employment matters as
   well as the environmental matters described below.  Some of the legal
   proceedings include claims for punitive as well as compensatory
   damages, and a few proceedings purport to be class actions.

   As of December 31, 2002, the Company was involved in various matters
   concerning federal and state environmental laws and regulations,
   including matters in which the Company has been identified by the U.S.
   Environmental Protection Agency and certain state environmental
   agencies as a potentially responsible party ("PRP") 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 is
   disputed. 

   The Company's estimate of environmental response costs associated with
   these matters as of December 31, 2002 ranged between $19.4 million and
   $24.6 million.  As of December 31, 2002, the Company had a reserve
   equal to $22.0 million for such environmental response costs in the
   aggregate, which is included in other accrued liabilities and other
   noncurrent liabilities in the Consolidated Balance Sheets. 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, except

                                     92


   with respect to two long-term (30 year) operations and maintenance
   CERCLA matters which are estimated at present value.

   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.

   Although management of the Company cannot predict the ultimate outcome
   of these legal proceedings with certainty, it believes that the
   ultimate resolution of the Company's legal proceedings, including any
   amounts it may be required to pay in excess of amounts reserved, will
   not have a material effect on the Company's Consolidated Financial
   Statements.

   In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
   Accounting and Disclosure Requirements for Guarantees, Including
   Indirect Guarantees of Indebtedness of Others" (the Interpretation). 
   The Interpretation requires a guarantor to make significant new
   disclosures, even when the likelihood of making any payments under the
   guarantee is remote.  The recognition and measurement provisions of
   the Interpretation are effective for guarantees issued or modified
   after December 31, 2002.  The disclosure provisions of the
   Interpretation are effective for financial statements with periods
   ended subsequent to December 15, 2002.  In the normal course of
   business and as part of its acquisition and divestiture strategy, the
   Company may provide certain representation and indemnifications
   related to legal, environmental, product liability, tax or other types
   of issues.  Based on the nature of these representations and
   indemnifications, it is not possible to predict the maximum potential
   payments under all of these agreements due to the conditional nature
   of the Company's obligations and the unique facts and circumstances
   involved in each particular agreement.  Historically, payments made by
   the Company under these agreements did not have a material effect on
   the Company's business, financial condition or results of operation.  

   As of December 31, 2002, the Company has identified and quantified
   exposures under these representations and indemnifications of
   approximately $44 million, which expires in 2006.  As of December 31,
   2002, no amounts have been recorded on the balance sheet related to
   these indemnifications, as the risk of loss is considered remote. 










                                     93


   FOOTNOTE 16
   -----------

   SUBSEQUENT EVENTS 

   Effective January 1, 2003, the Company completed its acquisition of
   American Saw & Mfg. Co. ("American Saw"), a leading manufacturer of
   power tool accessories and hand tools marketed under the Lenox brand. 
   The purchase price was approximately $450 million paid for through the
   issuance of commercial paper. The transaction structure permits the
   deduction of goodwill for tax purposes.  We estimate the present value
   of the future tax benefit to be $85 million, which effectively reduces
   the purchase price to $365 million.  American Saw had 2001 revenues of
   approximately $185 million and will become part of the Irwin operating
   segment.

   In January 2003, the Company completed the sale of 6.67 million shares
   of its common stock at a public offering price of $30.10 per share
   pursuant to an effective shelf registration statement that was
   previously filed with the Securities and Exchange Commission.  The net
   proceeds of $200.1 million were used to reduce the Company's
   commercial paper borrowings.  

   On March 27, 2003, the Company sold its Cosmolab business, a division
   of the Sharpie segment.  In 2002, sales of the division approximated
   $50 million.  The Company expects to record a non-cash pre-tax loss of
   approximately $20 million in the first quarter of 2003.  



























                                     94




   ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
   -------   AND FINANCIAL DISCLOSURE
             -----------------------------------------------------------

   On March 25, 2002, the Company terminated the engagement of Arthur
   Andersen LLP ("Arthur Andersen") as its independent auditor.  The
   decision to terminate the engagement of Arthur Andersen was
   recommended by the Company's Audit Committee and approved by its Board
   of Directors.  Arthur Andersen's report on the consolidated financial
   statements of the Company for each of the years ended December 31,
   2001 and 2000, did not contain any adverse opinion or a disclaimer of
   opinion and was not qualified or modified as to uncertainty, audit
   scope or accounting principles.  During the years ended December 31,
   2001 and 2000, and the interim period between December 31, 2001 and
   March 25, 2002, there were no disagreements between the Company and
   Arthur Andersen on any matter of accounting principles or practices,
   financial statement disclosure or auditing scope or procedure, which
   disagreements, if not resolved to the satisfaction of Arthur Andersen,
   would have caused it to make reference to the subject matter of the
   disagreements in connection with its report.  During the years ended
   December 31, 2001 and 2000, and the interim period between December
   31, 2001 and March 25, 2002, there were no reportable events (as
   defined in Item 304(a)(1)(v) of Regulation S-K promulgated by the
   Securities and Exchange Commission).  A letter from Arthur Andersen
   was included in the Report on Form 8-K/A filed by the Company on April
   3, 2002.

   The Company engaged Ernst & Young LLP as its new independent auditor
   effective March 25, 2002.  The engagement of Ernst & Young was
   recommended by the Company's Audit Committee and approved by its Board
   of Directors.  During the years ended December 31, 2001 and 2000, and
   the interim period between December 31, 2001 and March 25, 2002, the
   Company did not consult with Ernst & Young regarding (i) the
   application of accounting principles to a specified transaction,
   either completed or proposed, (ii) the type of audit opinion that
   might be rendered on the Company's consolidated financial statements
   or (iii) any matter that was either the subject of a disagreement (as
   described above) or a reportable event.















                                     95



   PART III


   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   --------  --------------------------------------------------

   Information required under this Item with respect to Directors is
   contained in the Company's Proxy Statement for the Annual Meeting of
   Stockholders to be held May 7, 2003 (the "Proxy Statement") under the
   caption "Proposal 1 - Election of Directors," "Information Regarding
   Board of Directors and Committees," and "Certain Beneficial Owners "
   and is incorporated herein by reference.

   Information required under this Item with respect to Executive
   Officers of the Company is included as a supplemental item at the end
   of Part I of this report. 

   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.


   ITEM 11.  EXECUTIVE COMPENSATION
   --------  ----------------------

   Information regarding executive compensation is included in the Proxy
   Statement under the caption "Proposal 1 - Election of Directors -
   Compensation of Directors," under the captions "Executive Compensation
   - Summary Compensation Table; - Option Grants in 2002; - Option
   Exercises in 2002; - Pension and Retirement Plans; - Employment
   Security and Other Agreements," and the caption "Organizational
   Development and Compensation Committee Interlocks and Insider
   Participation," which information is hereby incorporated by reference
   herein.


   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
   --------  MANAGEMENT AND RELATED STOCKHOLDER MATTERS
             ---------------------------------------------------

   Information required under this Item is contained in the Proxy
   Statement under the captions "Certain Beneficial Owners" and "Equity
   Compensation Plan Information" and is incorporated herein by
   reference.


   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
   --------  ----------------------------------------------

   Not applicable.






                                     96



   ITEM 14.  CONTROLS AND PROCEDURES
   -------   -----------------------

   (a)  Within 90 days prior to the date of this report, the Company
        carried out an evaluation - under the supervision and with the
        participation of the Company's management, including the Chief
        Executive Officer and the Chief Financial Officer - of the
        effectiveness of the design and operation of the Company's
        disclosure controls and procedures pursuant to Exchange Act Rule
        13a-15.  Based on that evaluation, the Company's Chief Executive
        Officer and the Chief Financial Officer have concluded that the
        Company's disclosure controls and procedures are effective.  

   (b)  There have been no significant changes in the Company's internal
        controls or in other factors that could affect these controls
        subsequent to the date of the evaluation described in the
        preceding paragraph.




































                                     97



   PART IV


   ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
   --------  FORM 10-K
             ------------------------------------------------------

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

           Report of Independent Auditors


           Report of Independent Public Accountants

           Consolidated Statements of Operations - Years Ended
                December 31, 2002, 2001 and 2000

           Consolidated Balance Sheets - December 31, 2002 and 2001

           Consolidated Statements of Cash Flows - Years Ended
                December 31, 2002, 2001 and 2000

           Consolidated Statements of Stockholders' Equity and
                Comprehensive Income/(Loss) - Years Ended December 31,
                2002, 2001 and 2000

           Footnotes to Consolidated Financial Statements - December
                31, 2002, 2001 and 2000

      (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 following the
           Exhibit Index:

               SCHEDULE II - 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)  The following reports on Form 8-K were filed by the Registrant
           during the quarter ended December 31, 2002:

           Report on Form 8-K, dated November 22, 2002, that included a
                press release announcing that the Company had reached a
                definitive agreement to acquire American Saw & Mfg. Company.

           Report on Form 8-K, dated December 18, 2002, stating that the
                Company had entered into an Underwriting Agreement with
                respect to the offering and sale of $250.0 million of
                unsecured and unsubordinated notes.


                                     98



           Report on Form 8-K, dated December 20, 2002, that included the
                filing of a legal opinion with respect to the Company's
                Registration Statement on Form S-3 (No. 333-88050).















































                                     99




                                 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 RUBBERMAID INC.
                                           Registrant


                                           By  /s/ William T. Alldredge
                                              ---------------------------
                                               William T. Alldredge


                                           Date  March 27, 2003  

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

        Pursuant to the requirements of the Securities Exchange Act of
   1934, this report has been signed below on March 27, 2003 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/ Joseph Galli, Jr.                President, Chief Executive
    ----------------------------------   Officer and Director
    Joseph Galli, Jr.

    /s/ J. Patrick Robinson              Vice President - Corporate
    ----------------------------------   Controller and Chief Accounting
    J. Patrick Robinson                  Officer

    /s/ William T. Alldredge             President - Corporate
    ----------------------------------   Development and Chief Financial
    William T. Alldredge                 Officer

    /s/ Thomas E. Clarke                 Director
    ---------------------------------- 
    Thomas E. Clarke

    /s/ Scott S. Cowen                   Director
    ---------------------------------- 
    Scott S. Cowen

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

                                     100


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

    /s/ William D. Marohn                Director
    ---------------------------------- 
    William D. Marohn

    /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/ Gordon R. Sullivan               Director
    ----------------------------------
    Gordon R. Sullivan

    /s/ Raymond G. Viault                Director
    ----------------------------------
    Raymond G. Viault

























                                     101



                               CERTIFICATION


   I, Joseph Galli, Jr., certify that:

   1.   I have reviewed this annual report on Form 10-K of Newell
        Rubbermaid Inc.;

   2.   Based on my knowledge, this annual report does not contain any
        untrue statement of a material fact or omit to state a material
        fact necessary to make the statements made, in light of the
        circumstances under which such statements were made, not
        misleading with respect to the period covered by this annual
        report;

   3.   Based on my knowledge, the financial statements, and other
        financial information included in this annual report, fairly
        present in all material respects the financial condition, results
        of operations and cash flows of the registrant as of, and for,
        the periods presented in this annual report;

   4.   The registrant's other certifying officers and I are responsible
        for establishing and maintaining disclosure controls and
        procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
        for the registrant and have:

        a)   designed such disclosure controls and procedures to ensure
             that material information relating to the registrant,
             including its consolidated subsidiaries, is made known to us
             by others within those entities, particularly during the
             period in which this annual report is being prepared;

        b)   evaluated the effectiveness of the registrant's disclosure
             controls and procedures as of a date within 90 days prior to
             the filing date of this annual report (the "Evaluation
             Date"); and

        c)   presented in this annual report our conclusions about the
             effectiveness of the disclosure controls and procedures
             based on our evaluation as of the Evaluation Date;

   5.   The registrant's other certifying officers and I have disclosed,
        based on our most recent evaluation, to the registrant's auditors
        and the audit committee of registrant's board of directors (or
        persons performing the equivalent functions):

        a)   all significant deficiencies in the design or operation of
             internal controls which could adversely affect the
             registrant's ability to record, process, summarize and
             report financial data and have identified for the
             registrant's auditors any material weaknesses in internal
             controls; and

                                     102


        b)   any fraud, whether or not material, that involves management
             or other employees who have a significant role in the
             registrant's internal controls; and

   6.   The registrant's other certifying officers and I have indicated
        in this annual report whether there were significant changes in
        internal controls or in other factors that could significantly
        affect internal controls subsequent to the date of our most
        recent evaluation, including any corrective actions with regard
        to significant deficiencies and material weaknesses.

   Date:  March 27, 2003


                                                /s/ Joseph Galli, Jr.
                                                ------------------------
                                                Joseph Galli, Jr.
                                                Chief Executive Officer



































                                     103


 
                                CERTIFICATION
 

   I, William T. Alldredge, certify that:

   1.   I have reviewed this annual report on Form 10-K of Newell
        Rubbermaid Inc.;

   2.   Based on my knowledge, this annual report does not contain any
        untrue statement of a material fact or omit to state a material
        fact necessary to make the statements made, in light of the
        circumstances under which such statements were made, not
        misleading with respect to the period covered by this annual
        report;

   3.   Based on my knowledge, the financial statements, and other
        financial information included in this annual report, fairly
        present in all material respects the financial condition, results
        of operations and cash flows of the registrant as of, and for,
        the periods presented in this annual report;

   4.   The registrant's other certifying officers and I are responsible
        for establishing and maintaining disclosure controls and
        procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
        for the registrant and have:

        a)   designed such disclosure controls and procedures to ensure
             that material information relating to the registrant,
             including its consolidated subsidiaries, is made known to us
             by others within those entities, particularly during the
             period in which this annual report is being prepared;

        b)   evaluated the effectiveness of the registrant's disclosure
             controls and procedures as of a date within 90 days prior to
             the filing date of this annual report (the "Evaluation
             Date"); and

        c)   presented in this annual report our conclusions about the
             effectiveness of the disclosure controls and procedures
             based on our evaluation as of the Evaluation Date;

   5.   The registrant's other certifying officers and I have disclosed,
        based on our most recent evaluation, to the registrant's auditors
        and the audit committee of registrant's board of directors (or
        persons performing the equivalent functions):

        a)   all significant deficiencies in the design or operation of
             internal controls which could adversely affect the
             registrant's ability to record, process, summarize and
             report financial data and have identified for the
             registrant's auditors any material weaknesses in internal
             controls; and

                                     104


        b)   any fraud, whether or not material, that involves management
             or other employees who have a significant role in the
             registrant's internal controls; and

   6.   The registrant's other certifying officers and I have indicated
        in this annual report whether there were significant changes in
        internal controls or in other factors that could significantly
        affect internal controls subsequent to the date of our most
        recent evaluation, including any corrective actions with regard
        to significant deficiencies and material weaknesses.

   Date:  March 27, 2003


                                                /s/ William T. Alldredge
                                                ------------------------
                                                William T. Alldredge
                                                Chief Financial Officer



































                                     105


   (C)  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                               Exhibit
                                               Number     Description of Exhibit
                                               -------    ----------------------
       <s>         <c>                           <c>      <c> 

       Item 3.     Articles of                   3.1      Restated Certificate of Incorporation of Newell Rubbermaid
                   Incorporation and By-                  Inc., as amended as of April 5, 2001 (incorporated by
                   Laws                                   reference to Exhibit 3.1 to the Company's Quarterly Report
                                                          on Form 10-Q for the quarterly period ended March 31,
                                                          2001).

                                                 3.2      By-Laws of Newell Rubbermaid Inc., as amended through
                                                          January 5, 2001 (incorporated by reference to Exhibit 3.2
                                                          to the Company's Registration Statement on Form S-3, File
                                                          No. 333-103773, filed March 12, 2003.


       Item 4.     Instruments defining          4.1      Restated Certificate of Incorporation of Newell Rubbermaid
                   the rights of security                 Inc., as amended as of April 5, 2001, is included in Item
                   holders, including                     3.1.
                   indentures
                                                 4.2      By-Laws of Newell Rubbermaid Inc., as amended through
                                                          January 5, 2001, are included in Item 3.2.

                                                 4.3      Rights Agreement dated as of August 6, 1998, between the
                                                          Company and First Chicago Trust Company of New York, as
                                                          Rights Agent (incorporated by reference to Exhibit 4 to
                                                          the Company's Current Report on Form 8-K dated August 6,
                                                          1998).

                                                 4.4      Indenture dated as of April 15, 1992, between the Company
                                                          and The Chase Manhattan Bank (now known as JPMorgan Chase
                                                          Bank), as 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 (File No. 001-09608)).

                                                 4.5      Indenture dated as of November 1, 1995, between the
                                                          Company and The Chase Manhattan Bank (now known as
                                                          JPMorgan Chase Bank), as Trustee (incorporated by
                                                          reference to Exhibit 4.1 to the Company's Current Report
                                                          on Form 8-K dated May 3, 1996).

                                                 4.6      Junior Convertible Subordinated Indenture for the 5.25%
                                                          Convertible Subordinated Debentures, dated as of December
                                                          12, 1997, between the Company and The Chase Manhattan Bank
                                                          (now known as JPMorgan Chase Bank), as Indenture Trustee
                                                          (incorporated by reference to Exhibit 4.3 to the Company's
                                                          Registration Statement on Form S-3, File No. 333-47261,
                                                          filed March 3, 1998 (the "1998 Form S-3").

                                                 4.7      Specimen Common Stock (incorporated by reference to

                                                          Exhibit 4.1 to the Company's Registration Statement on
                                                          Form S-4, File No. 333-71747, filed February 4, 1999).

                                                               106


                                               Exhibit
                                               Number     Description of Exhibit
                                               -------    ----------------------
                                                 4.8      Five-Year Credit Agreement dated as of June 14, 2002 by
                                                          and among Newell Rubbermaid Inc., JPMorgan Chase Bank, as
                                                          administrative agent, J.P. Morgan Securities Inc., as sole
                                                          lead arranger and sole bookrunner, Bank of America, N.A.
                                                          and Bank One, NA, as co-syndication agents, and Barclays
                                                          Bank PLC and BNP Paribas, as co-documentation agents
                                                          (incorporated by reference to Exhibit 10.1 to Amendment
                                                          No. 2 to the Company's Registration Statement on Form S-3,
                                                          File No. 333-88050, filed July 10, 2002).

                                                 4.9      364-Day Credit Agreement dated as of June 14, 2002 by and
                                                          among Newell Rubbermaid Inc., JPMorgan Chase Bank, as
                                                          administrative agent, J.P. Morgan Securities Inc., as sole
                                                          lead arranger and sole bookrunner, Bank of America,  N.A.
                                                          and Bank One, NA, as co-syndication agents, and Barclays
                                                          Bank PLC and BNP Paribas, as co-documentation agents
                                                          (incorporated by reference to Exhibit 10.2 to Amendment
                                                          No. 2 to the Company's Registration Statement on Form S-3,
                                                          File No. 333-88050, filed July 10, 2002).

                                                          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 Contracts           *10.1     Newell Co. Deferred Compensation Plan, as amended,
                                                          effective August 1, 1980, as amended and restated
                                                          effective January 1, 1997 (incorporated by reference to

                                                          Exhibit 10.3 to the Company's Annual Report on Form 10-K
                                                          for the year ended December 31, 1998)

                                                *10.2     Newell Rubbermaid Inc. 2002 Deferred Compensation Plan,
                                                          effective January 1, 2002 (incorporated by reference to

                                                          Exhibit 10.2 to the Company's Annual Report on Form 10-K
                                                          for the year ended December 31, 2001 (the "2001 Form 10-
                                                          K")).

                                                *10.3     Newell Rubbermaid Inc. Management Cash Bonus Plan,
                                                          effective January 1, 2002.

                                                *10.4     Newell Operating Company's Restated Supplemental
                                                          Retirement Plan for Key Executives, effective January 1,
                                                          1982, as amended effective January 1, 1999 (incorporated
                                                          by reference to Exhibit 10.5 to the Company's Annual
                                                          Report on Form 10-K for the year ended December 31, 2000
                                                          (the "2000 Form 10-K").

                                                *10.5     Form of Employment Security Agreement with nine executive
                                                          officers (incorporated by reference to Exhibit 10.5 to the
                                                          Company's 2001 Form 10-K).


                                                               107


                                               Exhibit
                                               Number     Description of Exhibit
                                               -------    ----------------------
                                                *10.6     Newell Rubbermaid Inc. 1993 Stock Option Plan, effective
                                                          February 9, 1993, as amended May 26, 1999 and August 15,
                                                          2001 (incorporated by reference to Exhibit 10.12 to the
                                                          Company's Quarterly Report on Form 10-Q for the quarterly
                                                          period ended June 30, 1999 and Exhibit 10 to the Company's
                                                          Quarterly Report on Form 10-Q for the quarterly period
                                                          ended September 30, 2001).

                                                10.7      Amended and Restated Trust Agreement, dated as of December
                                                          12, 1997, among the Company, as Depositor, The Chase
                                                          Manhattan Bank (now known as JPMorgan Chase Bank), as
                                                          Property Trustee, Chase Manhattan Delaware, as Delaware
                                                          Trustee, and the Administrative Trustees (incorporated by
                                                          reference to Exhibit 4.2 to the 1998 Form S-3).

                                                10.8      Junior Convertible Subordinated Indenture for the 5.25%
                                                          Convertible Subordinated Debentures, dated as of December
                                                          12, 1997, between the Company and The Chase Manhattan Bank
                                                          (now known as JPMorgan Chase Bank), as Indenture Trustee,
                                                          is included in Item 4.6.

                                                *10.9     Newell Rubbermaid Medical Plan for Executives, as amended
                                                          and restated effective January 1, 2000 (incorporated by
                                                          reference to Exhibit 10.13 to the Company's 2000 Form 10-
                                                          K).

                                                10.10     Five-Year Credit Agreement dated as of June 14, 2002 by
                                                          and among Newell Rubbermaid Inc., JPMorgan Chase Bank, as
                                                          administrative agent, J.P. Morgan Securities Inc., as sole
                                                          lead arranger and sole bookrunner, Bank of America, N.A.
                                                          and Bank One, NA, as co-syndication agents, and Barclays
                                                          Bank PLC and BNP Paribas, as co-documentation agents, is
                                                          included in Item 4.8.

                                                10.11     364-Day Credit Agreement dated as of June 14, 2002 by and
                                                          among Newell Rubbermaid Inc., JPMorgan Chase Bank, as
                                                          administrative agent, J.P. Morgan Securities Inc., as sole
                                                          lead arranger and sole bookrunner, Bank of America, N.A.
                                                          and Bank One, NA, as co-syndication agents, and Barclays
                                                          Bank PLC and BNP Paribas, as co-documentation agents, is
                                                          included in Item 4.9.

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


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

       Item 16.                                  16       Letter of Arthur Andersen LLP regarding change in 
                                                          certifying accountant (incorporated by reference to

                                                          Exhibit 16.1 to the Company's Current Report on Form
                                                          8-K/A dated April 3, 2002).

                                                               108


                                               Exhibit
                                               Number     Description of Exhibit
                                               -------    ----------------------
       Item 21.    Subsidiaries of the           21       Significant Subsidiaries of the Company.
                   Registrant

       Item 23.    Consent of experts and       23.1      Consent of Ernst & Young LLP.
                   counsel

       Item 99.    Additional Exhibits          99.1      Safe Harbor Statement.

                                                99.2      Certification of Chief Executive Officer Pursuant to 18
                                                          U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
                                                          the Sarbanes-Oxley Act of 2002.

                                                99.3      Certification of Chief Financial Officer Pursuant to 18
                                                          U.S.C. Section 1350, as Adopted pursuant to Section 906 of
                                                          the Sarbanes-Oxley Act of 2002.
</TABLE>


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


































                                     109



<TABLE>
<CAPTION>
                                                                                                    Schedule II
   Newell Rubbermaid Inc. and subsidiaries
   Valuation and Qualifying Accounts

                                            Balance at                                               Balance at
                                           Beginning of               Charges to Other                 End of
     (IN MILLIONS)                            Period      Provision     Accounts (1)    Write-offs     Period
                                           ------------   ---------   ----------------  ----------   ----------
     <s>                                       <c>           <c>              <c>         <c>           <c> 
     ALLOWANCE FOR DOUBTFUL ACCOUNTS:
     -------------------------------

        Year ended December 31, 2002           $57.9         $34.2             $1.9       ($19.0)        $75.0

        Year ended December 31, 2001            36.1          39.0              1.0        (18.2)         57.9

        Year ended December 31, 2000            41.9           4.8              4.9        (15.5)         36.1


     (1)   Represents recovery of accounts previously written off and net reserves of acquired or divested 
           businesses.

                                            Balance at                                               Balance at
                                             Beginning                                                 End of
     (IN MILLIONS)                           of Period    Provision      Write-offs      Other (2)     Period
                                            ----------    ---------      ----------      ---------   ----------

     INVENTORY RESERVES:
     ------------------

        Year ended December 31, 2002          $117.3         $71.7           ($71.9)       $13.2        $130.3

        Year ended December 31, 2001           114.6          64.7            (63.7)         1.7         117.3

        Year ended December 31, 2000           119.4          45.3            (52.3)         2.2         114.6


     (2)   Represents net reserves of acquired and divested businesses, including provisions for product 
           line rationalization.

</TABLE>











                                     110








                                                             EXHIBIT 10.3
                                                             ------------


   NEWELL RUBBERMAID INC. MANAGEMENT CASH BONUS PLAN
   -------------------------------------------------

        The following is a description of the Newell Rubbermaid Inc.
   Management Cash Bonus Plan ("Bonus Plan"), effective January 1, 2002. 
   The Bonus Plan (the principal provisions of which are attached hereto)
   provides for the payment of annual cash bonuses to employees who are
   considered to be management level and are selected by the Committee.

        The Bonus Plan is administered by the Organizational Development
   & Compensation Committee or if the Committee is not comprised of
   "outside directors" as defined in Section 162(m), then by a subset of
   the Committee comprised of at least two "outside directors" (the
   "Committee").  The Committee has full authority to select the
   employees eligible for bonus awards under the Bonus Plan, determine
   when the employee's participation in the Bonus Plan will begin, and
   determine the performance goals pursuant to which bonus amounts will
   be determined.  

        The Bonus Plan provides that for a calendar year the Committee
   will establish corporate performance goals and a bonus payment
   schedule detailing the amount that may be paid to each participant
   based upon the level of attainment of the performance goals.  Bonus
   payments will
 be made only upon the Committee's determination that the
   performance goals for the calendar year were achieved.  The
   performance goals may be based on one or more of the following
   business criteria: earnings per share; cash flow; operating income;
   sales growth; common stock price; return on equity; return on assets;
   return on investment; net income; and expense management.  Performance
   goals may be absolute in their terms or measured against or in
   relationship to the performance of other companies or indices selected
   by the Committee.  The performance goals may be particular to one or
   more subsidiaries or divisions or may be based on the performance of
   the Company and its subsidiaries as a whole.

        In 2002, payments to participants were based on a combination of
   cash flow, operating income and earnings per share.  In 2003,
   payments to participants are based on a combination of sales growth,
   operating income, cash flow and earnings per share.  

        The bonus amount payable is a percentage of salary based upon an
   employee's participation category and the level of attainment of the
   applicable performance goals, as reflected in the table below. 
   Performance below the target levels will result in lower or no bonus
   payments.  No award will be paid for any calendar year or portion
   thereof to a participant whose employment with the Company terminates
   during the year for a reason other than retirement, disability, death
   or other reason approved by the Committee.  In all cases, the
   Committee must approve final bonus awards and can reduce a bonus

                                     




   payment in its discretion.  The Company retains the right to terminate
   an employee's participation in the Bonus Plan at any time, in which
   case no bonus may be paid.


<TABLE>
<CAPTION>

                                    Bonus as a Percentage of Salary if         Maximum Bonus as a
      Participation Category          Targets Achieved at 100% Level          Percentage of Salary
      ----------------------       -----------------------------------        --------------------
               <s>                                <c>                               <c>
               A/A*                               134.0%                            150.0%
               A/B**                              100.5%                            120.6%
               A/C**                               80.0%                             96.0%
                A**                                67.0%                             80.4%
               B/C**                               50.0%                             60.0%
                B**                                33.5%                             40.2%

</TABLE>


   ___________
   *    Applies to the Company's Chief Executive Officer of the Company
        beginning 2003.

   **   Applies to participants as determined by the Committee.  A/B
        included all named executive officers in 2002 and all named
        officers other than the Chief Executive Officer in 2003.





























                                     2


                Newell Rubbermaid Management Cash Bonus Plan
                --------------------------------------------

   1.   Name
        ----

        Newell Rubbermaid Management Cash Bonus Plan

   2.   Effective Date of Revisions
        ---------------------------

        January 1, 2002

   3.   Purpose
        -------

        To provide an incentive for key employees to improve Company
        performance by making them participants in the financial success
        of the Company.

   4.   Definitions
        -----------

        a.   The term "Company" means Newell Rubbermaid and its
             subsidiaries.

        b.   The term "Board" means the Board of Directors of Newell
             Rubbermaid.

        c.   The term "Plan" means the arrangement described by these
             specifications to be known as Newell Rubbermaid Management
             Cash Bonus Plan.

        d.   The term "Plan Year" means a calendar year of the Company.

        e.   The term "Compensation" means a Participant's base annual
             salary earned during a Plan Year while a participant,
             exclusive of commissions and bonuses.

        f.   The term "Committee" means the Executive Compensation
             Committee of the Board.

        g.   The term "Participant" means any active "regular" key
             employee of the Company or any of its subsidiaries who has
             been selected by the Committee as eligible to receive
             incentive compensation under the Plan.

        h.   The term "Deferred Account" means the bookkeeping reserve
             account on the books of the Company to which deferred
             incentive awards under this Plan are credited.



                                     3


   5.   Eligibility and Participation
        -----------------------------

        Employees selected by the Committee as eligbile to receive
        incentive compensation under the Plan shall be Participants.

        When the Committee selects an employee to become a Participant
        under the Plan, it shall designate the date as of which his/her
        participation shall begin.

   6.   Annual Incentive Awards 
        -----------------------

        At the end of each Plan Year, the incentive compensation to be
        awarded to each Participant shall be determined by multiplying
        their base compensation for the Plan Year by the appropriate
        Corporate or Divisional financial results percentage based on
        achievement of pre-determined goals.

   7.   Bonus Plan Awards
        -----------------

        When an employee is selected to become a Participant under the
        Plan, they will be eligible to receive incentive awards based on
        the following:  A/B (100.5%); A/C (80.0%); A (67.0%); B/C
        (50.0%); and B (33.5%).

   8.   Plan Limitations
        ----------------

        Notwithstanding anything herein to the contrary, for Plan
        purposes, no award will be made for a Plan Year to a Participant
        whose employment terminated during the year unless the
        terminations was due to retirement, disability, death or any
        other cause approved by the Committee.

   9.   Payment of Incentive Awards
        ---------------------------

        A Participant's award for a Plan Year under the Plan shall be
        paid in cash to the Participant, or his beneficiary or
        beneficiaries in the event of his death, as soon as practical
        after the end of the Plan year, unless he elects to have a part
        or all of the award deferred as provided below.

   10.  Deferral of Awards
        ------------------

        In lieu of receiving an award as provided in Item 9 above, a
        participant may elect to defer all or part of his bonus in
        accordance with the 2002 Newell Rubbermaid Deferred Compensation
        Plan.

                                     4



   11.  Management Rights
        -----------------

        Corporate Management reserves the right to cancel eligibility of
        a bonus participant at any time and refuse bonus payment for any
        reason.  

   12.  Amendments
        ----------

        The board may either modify or eliminate the Plan if in its
        judgment such modification or elimination does not materially or
        adversely affect the best interests of the Company or of the
        shareholders; provided, that such modification or elimination
        shall not affect the obligation of the company to pay any
        contingent compensation after it has been awarded.

   13.  Employment Rights
        -----------------

        Nothing contained in the Plan shall be construed as conferring a
        right upon any employee to be continued in the employment of the
        Company.






























                                     5






                                                               EXHIBIT 11
                                                               ----------

<TABLE>
<CAPTION>

   NEWELL RUBBERMAID INC. AND SUBSIDIARIES
   COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
   -------------------------------------------------

                                                                   YEAR ENDED DECEMBER 31,
     (IN MILLIONS, EXCEPT PER SHARE DATA)                  2002              2001              2000
     ------------------------------------                  ----              ----              ----
     <s>                                                   <c>                <c>              <c> 
     BASIC (LOSS) EARNINGS PER SHARE:

          Net (loss) income                                ($203.4)           $264.6            $421.6
          Weighted average shares outstanding                267.1             266.7             268.4

     Basic (loss) earnings per share                         ($0.76)            $0.99             $1.57

     DILUTED (LOSS) EARNINGS PER SHARE:

          Net (loss) income                                ($203.4)           $264.6            $421.6
          Minority interest in income of
           subsidiary trust, net of tax (1)                    -                 -                 -
          Net (loss) income, assuming conversion
           of all applicable securities                    ($203.4)           $264.6            $421.6

     Weighted average shares outstanding                     267.1             266.7             268.4

     Incremental common shares applicable to 
       common stock options based on the average
       market price during the period                          0.9               0.3               0.1

     Weighted average shares outstanding assuming
       full dilution                                         268.0             267.0             268.5

     Diluted (loss) earnings per share, assuming
       conversion of all applicable securities               ($0.76)            $0.99             $1.57
</TABLE>


   (1)  The convertible preferred securities are anti-dilutive in 2002,
        2001 and 2000 and, therefore, have been excluded from diluted
        (loss) earnings per share.  Had the convertible preferred shares
        been included in the diluted (loss) earnings per share
        calculation, net (loss)/income would be increased by $16.6
        million,
 $16.8 million and $16.4 million in 2002, 2001 and 2000,
        respectively, and weighted average shares outstanding would have
        increased by 9.9 million shares in all years.






                                     





                                                               EXHIBIT 12
                                                               ----------

   
<TABLE>
   <CAPTION>

   NEWELL RUBBERMAID INC. AND SUBSIDIARIES
   STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
   --------------------------------------------------------------

                                                                           YEAR ENDED DECEMBER 31,
     (IN MILLIONS, EXCEPT PER SHARE DATA)                     2002       2001       2000       1999       1998
                                                              ----       ----       ----       ----       ----
     <s>                                                      <c>        <c>        <c>         <c>        <c>
     EARNINGS AVAILABLE TO FIXED CHARGES:

        Income before income taxes                            $468.5     $415.9     $685.5      $230.9     $817.0 

        Fixed charges -                                                                                
           Interest expense                                    110.6      137.5      130.0       100.0      100.5 
           Portion of rent determined to be interest            40.7       36.9       34.0        30.3       26.3 
           Minority interest in income of subsidiary                                       
              trust                                             26.7       26.7       26.7        26.8       26.6 
           Equity earnings                                      (0.8)      (7.2)      (8.0)       (8.1)      (7.1)
                                                              ------     ------     ------      ------     ------ 
                                                              $645.7     $609.8     $868.2      $379.9     $963.3 
                                                              ======     ======     ======      ======     ====== 

     FIXED CHARGES:

           Interest expense                                   $110.6     $137.5     $130.0      $100.0     $100.5 
           Portion of rent determined to be interest
                                                                40.7       36.9       34.0        30.3       26.3 
           Minority interest in income of subsidiary
             trust                                              26.7       26.7       26.7        26.8       26.6 
                                                              ------     ------     ------      ------     ------ 
                                                              $178.0     $201.1     $190.7      $157.1     $153.4 
                                                              ======     ======     ======      ======     ====== 

     RATIO OF EARNINGS TO FIXED CHARGES                         3.63       3.03       4.55        2.42       6.28 
                                                              ======     ======     ======      ======     ====== 

</TABLE>


   (1)  A standard ratio of 33% was applied to gross rent expense to
        approximate the interest portion of short-term and long-term
        leases.

















                                                               EXHIBIT 21
                                                               ----------

<TABLE>
<CAPTION>


   NEWELL RUBBERMAID INC. AND SUBSIDIARIES
   SIGNIFICANT SUBSIDIARIES
   ---------------------------------------

                                          STATE OF
      NAME                                ORGANIZATION          OWNERSHIP
      ----                                ------------          ---------
      <s>                                 <c>                   <c>
      Berol Corporation                   Delaware              72.65% of stock is owned by Newell Rubbermaid Inc.; 
                                                                27.35% of stock is owned by Newell Operating Company

      Newell Investments, Inc.            Delaware              27.77%  of  stock is  owned  by  Newell  Operating Company;
                                                                12.77% of stock is owned by Newell Rubbermaid Inc.; 
                                                                6.06%  of  stock is  owned  by  Newell  Window Furnishings,
                                                                Inc.; 5.96% of stock is owned by Intercraft Company; 
                                                                41.57% of stock is owned by Rubbermaid Incorporated;
                                                                5.87% of stock is owned by Sanford L.P.

      Newell Operating Company            Delaware              86.08% of stock is owned by Newell Rubbermaid Inc.;
                                                                13.92% of stock is owned by Newell Holdings Delaware, Inc.

      Rubbermaid Incorporated             Ohio                  100% of stock is owned by Newell Rubbermaid Inc.

      Rubbermaid Texas Limited            Texas                 Rubbermaid Incorporated is a general partner with a 1%
                                                                ownership interest;
                                                                Rubfinco Inc. (which is 100% owned by Rubbermaid
                                                                Incorporated) is a limited partner with a 99% ownership
                                                                interest

      Sanford Investment Company          Delaware              100% of stock is owned by Berol Corporation

      Irwin Industrial Tool Company       Delaware              100% of stock is owned by Newell Rubbermaid Inc.

      Sanford, L.P.                       Illinois              Newell Operating
 Company is a general partner with a 1.62%
                                                                ownership interest;
                                                                Sanford Investment Company (which is 100% owned by Berol
                                                                Corporation) is a limited partner with a 98.38% ownership
                                                                interest 

</TABLE>


















                                                             EXHIBIT 23.1
                                                             ------------

             CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


   We consent to the incorporation by reference in the Registration
   Statements of Newell Rubbermaid Inc. described in the following table
   of our report dated January 27, 2003 (except for Note 16, as to which
   the date is March 27, 2003), with respect to the 2002 consolidated
   financial statements and schedule of Newell Rubbermaid Inc. included
   in this Annual Report (Form 10-K) for the year ended December 31, 2002.

        Registration Statement
        ----------------------
        Form  Number                       Purpose
        ----  ------                       -------

        S-8  33-24447   Pertaining to the registration as amended of
                          common stock for the Newell Co. 1984 Stock
                          Option Plan 
        S-8  33-25196   Pertaining to the registration as amended of
                          common stock for the Newell Long-Term Savings
                          and Investment Plan 
        S-8  33-40641   Pertaining to the registration of common stock
                          for the Newell Long-Term Savings and Investment
                          Plan
        S-8  33-67632   Pertaining to the registration of common stock
                          for the Newell Co. 1993 Stock Option Plan
        S-8  33-62047   Pertaining to the registration of common stock
                          for the Newell Long-Term Savings and Investment
                          Plan
        S-8  333-38621  Pertaining to the registration of common stock
                          for the Newell Long-Term Savings and Investment
                          Plan
        S-8  333-74925  Pertaining to the
 registration of common stock
                          for the Rubbermaid Retirement Plan and the
                          Rubbermaid Retirement Plan for Collectively
                          Bargained Associates.
        S-8  333-71747  Pertaining to the registration as amended of
                          common stock for the Rubbermaid Incorporated
                          Amended and Restated 1989 Stock Incentive and
                          Option Plan.
        S-3  333-74927  Pertaining to the registration as amended of
                          common stock for the Rubbermaid Retirement Plan
        S-3  333-74929  Pertaining to the registration as amended of
                          common stock for the Rubbermaid Retirement Plan
                          for Collectively Bargained Employees.
        S-3  333-88050  Pertaining to the registration as amended of debt
                          securities, preferred stock, common stock,
                          warrants, stock purchase contracts and stock
                          purchase units totaling $500 million


                                           /S/ ERNST & YOUNG LLP


   Chicago, Illinois
   March 27, 2003






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


   NEWELL RUBBERMAID INC. SAFE HARBOR STATEMENT
   --------------------------------------------

   The Company has made statements in its Annual Report on Form 10-K for
   the year ended December 31, 2002 and the documents incorporated by
   reference therein that constitute forward-looking statements, as
   defined by the Private Securities Litigation Reform Act of 1995. These
   statements are subject to risks and uncertainties.  The statements
   relate to, and other forward-looking statements that may be made by
   the Company may relate to, information or assumptions about sales,
   income, earnings per share, return on equity, return on invested
   capital, capital expenditures, working capital, dividends, capital
   structure, free cash flow, debt to capitalization ratios, interest
   rates, internal growth rates, impact of changes in accounting
   standards, pending legal proceedings and claims (including
   environmental matters), future economic performance, operating income
   improvements, synergies, management's plans, goals and objectives for
   future operations and growth.  These statements generally are
   accompanied by words such as "intend," "anticipate," "believe,"
   "estimate," "project," "target," "expect," "should" or similar
   statements.  You should understand that forward-looking
 statements are
   not guarantees because there are inherent difficulties in predicting
   future results.  Actual results could differ materially from those
   expressed or implied in the forward-looking statements.  The factors
   that are discussed below, as well as the matters that are set forth
   generally in the 2002 Form 10-K and the documents incorporated by
   reference therein could cause actual results to differ.  Some of these
   factors are described as criteria for success.  Our failure to
   achieve, or limited success in achieving, these objectives could
   result in actual results differing materially from those expressed or
   implied in the forward-looking statements.  In addition, there can be
   no assurance that we have correctly identified and assessed all of the
   factors affecting the Company or that the publicly available and other
   information we receive with respect to these factors is complete or
   correct.

   Retail Economy
   --------------

   Our business depends on the strength of the retail economies in
   various parts of the world, primarily in North America and to a lesser
   extent Europe, Central and South America and Asia.

   These retail economies are affected primarily by such factors as
   consumer demand and the condition of the consumer products retail
   industry, which, in turn, are affected by general economic conditions
   and events such as the terrorist attacks of September 11, 2001.  In
   recent years, the consumer products retail industry in the U.S. and,

                                     



   increasingly, elsewhere has been characterized by intense competition
   and consolidation among both product suppliers and retailers.  Because
   such competition, particularly in weak retail economies, can cause
   retailers to struggle or fail, the Company must continuously monitor,
   and adapt to changes in, the creditworthiness of its customers.

   Nature of the Marketplace
   -------------------------

   We compete with numerous other manufacturers and distributors of
   consumer products, many of which are large and well established.  Our
   principal customers are large mass merchandisers, such as discount
   stores, home centers, warehouse clubs and office superstores.  The
   rapid growth of these large mass merchandisers, together with changes
   in consumer shopping patterns, have contributed to the formation of
   dominant multi-category retailers, many of which have strong
   bargaining power with suppliers.  This environment significantly
   limits our ability to recover cost increases through selling price
   increases.  Other trends among retailers are to foster high levels of
   competition among suppliers, to demand that manufacturers supply
   innovative new products and to require suppliers to maintain or reduce
   product prices and deliver products with shorter lead times.  Another
   trend is for retailers to import products directly from foreign
   sources.

   The combination of these market influences has created an intensely
   competitive environment in which our principal customers continuously
   evaluate which product suppliers to use, resulting in pricing
   pressures and the need for strong end-user brands, the continuing
   introduction of innovative new products and constant improvements in
   customer service.

   New Product Development
   -----------------------

   Our long-term success in this competitive retail environment depends
   on our consistent ability to develop innovative new products that
   create consumer demand for our products.  Although many of our
   businesses have had notable success in developing new products, we
   need to improve our new product development capability.  There are
   numerous uncertainties inherent in successfully developing and
   introducing innovative new products on a consistent basis.

   Marketing
   ---------

   Our competitive success also depends increasingly on our ability to
   develop, maintain and strengthen our end-user brands so that our
   retailer customers will need our products to meet consumer demand. 
   Our success also requires increased focus on serving our largest
   customers through key account management efforts.  We will need to


                                     2



   continue to devote substantial marketing resources to achieving these
   objectives.

   Productivity and Streamlining
   -----------------------------

   Our success also depends on our ability to improve productivity and
   streamline operations to control and reduce costs.  We need to do this
   while maintaining consistently high customer service levels and making
   substantial investments in new product development and in marketing
   our end-user brands.  Our objective is to become our retailer
   customers' best-cost provider and global supplier of choice.  To do
   this, we will need continuously to improve our manufacturing
   efficiencies and develop sources of supply on a worldwide basis.

   Acquisitions and Integration
   ----------------------------

   The acquisition of companies that sell name brand, staple consumer
   product lines to volume purchasers has historically been one of the
   foundations of our growth strategy.  Over time, our ability to
   continue to make sufficient strategic acquisitions at reasonable
   prices and to integrate the acquired businesses successfully,
   obtaining anticipated cost savings and operating income improvements
   within a reasonable period of time, will be important factors in our
   future growth.

   Foreign Operations
   ------------------

   Foreign operations, especially in Europe (which is a focus of our
   international growth) but also in Asia, Central and South America and
   Canada, are increasingly important to our business.  Foreign
   operations can be affected by factors such as currency devaluation,
   other currency fluctuations and the Euro currency conversion, tariffs,
   nationalization, exchange controls, interest rates, limitations on
   foreign investment in local business and other political, economic and
   regulatory risks and difficulties.















                                     3






                                                             EXHIBIT 99.2
                                                             ------------



   CERTIFICATION PURSUANT TO 
   18 U.S.C. SECTION 1350, 
   AS ADOPTED PURSUANT TO 
   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


   In connection with the Annual Report of Newell Rubbermaid Inc. (the
   "Company") on Form 10-K for the period ending December 31, 2002 as
   filed with the Securities and Exchange Commission on the date hereof
   (the "Report"), I, Joseph Galli, Jr., Chief Executive Officer of the
   Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)  The Report fully complies with the requirements of section
   13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)  The information contained in the Report fairly presents, in
   all material respects, the financial condition and results of
   operations of the Company.



   /s/ Joseph Galli, Jr.
   ----------------------------
   Joseph Galli, Jr.
   Chief Executive Officer
   March 27, 2003
































                                                             EXHIBIT 99.3
                                                             ------------



   CERTIFICATION PURSUANT TO 
   18 U.S.C. SECTION 1350, 
   AS ADOPTED PURSUANT TO 
   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


   In connection with the Annual Report of Newell Rubbermaid Inc. (the
   "Company") on Form 10-K for the period ending December 31, 2002 as
   filed with the Securities and Exchange Commission on the date hereof
   (the "Report"), I, William T. Alldredge, Chief Financial Officer of
   the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)  The Report fully complies with the requirements of section
   13(a) or 15(d) of the Securities Exchange Act of 1934; and

        (2)  The information contained in the Report fairly presents, in
   all material respects, the financial condition and results of
   operations of the Company.


   /s/ William T. Alldredge 
   -------------------------------
   William T. Alldredge
   Chief Financial Officer
   March 27, 2003