SECOND QUARTER 1997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 1997 Commission File Number 1-9608 NEWELL CO. (Exact name of registrant as specified in its charter) DELAWARE 36-3514169 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Newell Center 29 East Stephenson Street Freeport, Illinois 61032-0943 (Address of principal executive offices) (Zip Code) (815)235-4171 (Registrant's telephone number, including area code) 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- Number of shares of Common Stock outstanding as of July 22, 1997: 159,096,710
2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements -------------------- <TABLE> NEWELL CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, -------------------- ------------------- 1997 1996 1997 1996 -------------------- ------------------- (In thousands, except per share data) <S> <C> <C> <C> <C> Net sales $ 800,962 $ 735,168 $1,430,336 $1,353,325 Cost of products sold 535,147 499,282 975,237 936,189 -------- -------- --------- --------- GROSS INCOME 265,815 235,886 455,099 417,136 Selling, general and administrative expenses 117,971 107,437 227,929 219,191 -------- -------- --------- --------- OPERATING INCOME 147,844 128,449 227,170 197,945 Nonoperating expenses (income): Interest expense 15,320 14,476 28,105 28,918 Other 3,659 1,067 7,679 805 -------- -------- --------- --------- Net nonoperating expenses (income) 18,979 15,543 35,784 29,723 -------- -------- --------- --------- INCOME BEFORE INCOME TAXES 128,865 112,906 191,386 168,222 Income taxes 51,031 45,213 75,789 67,339 -------- -------- --------- --------- NET INCOME $ 77,834 $ 67,693 $ 115,597 $ 100,883 ======== ======== ========= ========= Earnings per share $ 0.49 $ 0.43 $ 0.73 $ 0.64 ======== ======== ========= ========= Dividends per share $ 0.16 $ 0.14 $ 0.32 $ 0.28 ======== ======== ========= ========= Weighted average shares outstanding 159,070 158,750 159,014 158,713 ======== ======== ========= ========= See notes to consolidated financial statements. </TABLE>
3 <TABLE> NEWELL CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) June 30, % of December 31, % of 1997 Total 1996 Total ------------- ----- ------------- ----- Unaudited ASSETS CURRENT ASSETS <S> <C> <C> <C> <C> Cash and cash equivalents $ 22,709 0.6% $ 4,360 0.1% Accounts receivable, net 563,458 14.4 404,170 13.4 Inventories, net 648,942 16.5 509,504 17.0 Deferred income taxes 103,245 2.6 121,152 4.0 Prepaid expenses and other 77,744 2.0 68,928 2.3 --------- ----- --------- ----- TOTAL CURRENT ASSETS 1,416,098 36.1 1,108,114 36.8 MARKETABLE EQUITY SECURITIES 297,610 7.6 240,789 8.0 OTHER LONG-TERM INVESTMENTS 46,867 1.2 58,703 2.0 OTHER ASSETS 125,325 3.2 119,168 4.0 PROPERTY, PLANT AND EQUIPMENT, NET 668,428 17.0 555,434 18.5 TRADE NAMES AND GOODWILL 1,370,672 34.9 922,846 30.7 --------- ----- --------- ----- TOTAL ASSETS $3,925,000 100.0% $3,005,054 100.0% ========= ===== ========= ===== See notes to consolidated financial statements. </TABLE>
4 <TABLE> NEWELL CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONT.) (In thousands) June 30, % of December 31, % of 1997 Total 1996 Total ------------- ----- ------------- ----- Unaudited LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES <S> <C> <C> <C> <C> Notes payable $ 304,034 7.8% $ 70,877 2.4% Accounts payable 138,768 3.5 105,333 3.5 Accrued compensation 62,611 1.6 65,632 2.2 Other accrued liabilities 408,812 10.4 324,719 10.8 Income taxes 12,934 0.3 37,209 1.2 Current portion of long-term debt 16,415 0.4 33,243 1.1 --------- ----- --------- ----- TOTAL CURRENT LIABILITIES 943,574 24.0 637,013 21.2 LONG-TERM DEBT 1,116,583 28.5 672,033 22.4 OTHER NONCURRENT LIABILITIES 191,610 4.9 156,691 5.2 DEFERRED INCOME TAXES 72,306 1.8 47,477 1.6 MINORITY INTEREST 15,080 0.4 - - STOCKHOLDERS' EQUITY Common stock - authorized shares, 400.0 million at $1 par value; 159,094 4.1 158,871 5.3 Outstanding shares: 1997 - 159.1 million 1996 - 158.9 million Additional paid-in capital 201,021 5.1 197,889 6.6 Retained earnings 1,170,864 29.8 1,106,146 36.8 Net unrealized gain on securities available for sale 70,957 1.8 36,595 1.2 Cumulative translation adjustment (16,089) (0.4) (7,661) (0.3) --------- ----- --------- ----- TOTAL STOCKHOLDERS' EQUITY 1,585,847 40.4 1,491,840 49.6 --------- ----- --------- ----- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,925,000 100.0% $3,005,054 100.0% ========= ===== ========= ===== See notes to consolidated financial statements. </TABLE>
5 <TABLE> NEWELL CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Six Months Ended June 30, -------------------------- 1997 1996 ---------- ---------- Unaudited (In thousands) OPERATING ACTIVITIES: <S> <C> <C> Net Income $ 115,597 $ 100,883 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and amortization 60,927 58,392 Deferred income taxes 18,532 35,947 Investment write-off - 1,339 Other (2,504) (3,609) Changes in Current Accounts, excluding the effects of acquisitions: Accounts receivable (61,445) (56,403) Inventories (31,150) (3,207) Other current assets 3,022 1,141 Accounts payable (8,033) (1,026) Accrued liabilities and other (57,128) (46,049) ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 37,818 87,408 ------- ------- INVESTING ACTIVITIES: Acquisitions, net (570,096) (35,419) Expenditures for property, plant and equipment (24,546) (29,332) Disposals of noncurrent assets and other (7,664) (1,565) ------- ------- NET CASH USED IN INVESTING ACTIVITIES (602,306) (66,316) ------- ------- FINANCING ACTIVITIES: Proceeds from issuance of debt 708,033 129,850 Proceeds from exercised stock options and other 3,355 2,654 Payments on notes payable and long-term debt (69,244) (114,479) Cash dividends (50,879) (44,437) -------- ------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 591,265 (26,412) -------- ------- EXCHANGE RATE EFFECT ON CASH (8,428) (7,961) ------- ------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 18,349 (13,281) Cash and cash equivalents at beginning of year 4,360 58,771 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 22,709 $ 45,490 ======== ======== Supplemental cash flow disclosures: Cash paid during the period for - Income taxes $ 58,064 $ 40,216 Interest 28,712 25,380 See notes to consolidated financial statements. </TABLE>
6 NEWELL CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments necessary to present a fair statement of the results for the periods reported, subject to normal recurring year-end audit adjustments, none of which is material. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest Annual Report on Form 10-K. Note 2 - On January 19, 1996, the Company acquired The Holson Burnes Group, Inc. ("Holson Burnes"), a manufacturer and marketer of photo albums and picture frames. On March 5, 1997, the Company purchased the Rolodex business unit of Insilco Corporation ("Rolodex"), a marketer of office products including card files, personal organizers and paper punches. On May 30, 1997, the Company acquired the Kirsch business ("Kirsch") of Cooper Industries, Inc., a manufacturer and distributor of drapery hardware and custom window coverings in the United States and internationally. On June 13, 1997, the Company acquired the Office Products business of Rubbermaid Incorporated, a designer, manufacturer and supplier of computer and desk accessories, resin-based office furniture and storage/organization products. For these and other minor acquisitions, the Company paid $638.5 million in cash and assumed $61.9 million of debt. The transactions were accounted for as purchases; therefore, results of operations are included in the accompanying consolidated financial statements since their respective dates of acquisition. The acquisition costs were allocated on a preliminary basis to the fair market value of the assets acquired and liabilities assumed and resulted in trade names and goodwill of approximately $513.9 million. The final adjustments to the purchase price allocations are not expected to be material to the financial statements. The unaudited consolidated results of operations for the six months ended June 30, 1997 and 1996 on a pro forma basis, as though Holson Burnes, Rolodex, Kirsch and Rubbermaid had been acquired on January 1, 1996, are as follows: <TABLE> Six Months Ended June 30, 1997 1996 ------ ------ (In millions, except per share amounts) <S> <C> <C> Net sales $1,648.7 $1,646.0 Net income 110.5 98.0 Earnings per share 0.70 0.62 </TABLE>
7 Note 3- The components of inventories at the end of each period, net of the LIFO reserve, were as follows: <TABLE> June 30, December 31, 1997 1996 ------------ -------------- (In millions) <S> <C> <C> Materials and supplies $150.7 $124.5 Work in process 121.1 87.9 Finished products 377.1 297.1 ------ ----- $648.9 $509.5 ===== ===== </TABLE> Note 4 - Long-term Marketable Equity Securities classified as available for sale are carried at fair value with adjustments to fair value reported separately, net of tax, as a component of stockholders' equity (and excluded from earnings). Long-term Marketable Equity Securities at the end of each period are summarized as follows: <TABLE> June 30, December 31, 1997 1996 ---------- ------------ (In millions) <S> <C> <C> Aggregate market value $297.6 $240.8 Aggregate cost 180.3 180.3 ----- ----- Unrealized gain $117.3 $ 60.5 ===== ==== </TABLE> Note 5 - Property, plant and equipment at the end of each period consisted of the following: <TABLE> June 30, December 31, 1997 1996 ------------ ------------- (In millions) <S> <C> <C> Land $ 28.7 $ 21.1 Buildings and improvements 251.0 206.9 Machinery and equipment 762.4 699.6 1,042.1 927.6 Allowance for depreciation (373.7) (372.2) $ 668.4 $ 555.4 ===== ====== </TABLE> Note 6 - Commercial paper in the amount of $846.0 million at June 30, 1997 is classified as long-term since it is supported by the 5-year $900.0 million revolving credit agreement. Long-term debt at the end of each period consisted of the following: <TABLE> June 30, December 31, 1997 1996 ------------- ------------ (In millions) <S> <C> <C> Medium-term notes $ 263.0 $ 295.0 Commercial paper 846.0 404.0 Other long-term debt 24.0 6.2 ------- ------ 1,133.0 705.2 Current portion (16.4) (33.2) ------- ------ $1,116.6 $672.0 ======= ===== </TABLE>
8 Note 7 - Minority Interest represents the minority stockholders' proportionate share of the equity of Acrimo. The Company acquired a controlling interest in Acrimo on May 30, 1997 as a result of the acquisition of Kirsch, which held a controlling interest in Acrimo. At June 30, 1997, the Company held approximately 54% of the capital stock of Acrimo. Acrimo is one of Europe's leading manufacturers of drapery hardware and markets a wide range of window furnishing products including curtain rods, roller blinds and venetian blinds. The Company recorded the operating results of Acrimo since May 30, 1997. The minority stockholders' proportionate share in Acrimo's net income after May 30, 1997 is included in Other Expense in the 1997 Consolidated Statements of Income for the three months and six months ended June 30, 1997. Note 8 - The Company has only limited involvement with derivative financial instruments and does not use them for trading purposes. They are used to manage certain interest rate and foreign currency risks. Interest rate swap agreements are utilized to convert certain floating rate debt instruments into fixed rate debt. Premiums paid related to interest rate swap agreements are amortized into interest expense over the terms of the agreements. As of June 30, 1997, the Company did not have any interest rate swaps outstanding. The Company uses forward exchange contracts to hedge certain purchase commitments denominated in currencies other than the domestic currency. Unamortized premiums are included in other assets in the consolidated balance sheets. Gains and losses relating to qualifying hedges of firm commitments are deferred and are recognized in income as adjustments of carrying amounts when the hedged transaction occurs. The Company does not obtain collateral or other security to support financial instruments subject to credit risk but monitors the credit standing of the counterparties. Note 9 - In 1997, the Financial Accounting Standards Board issued Statement 128, "Earnings per Share." This statement establishes a new standard for computing and presenting earnings per share in financial statements. The Company will adopt the new standard when it releases its fourth quarter 1997 earnings; the impact of adoption of this statement will not be material to the Companys results of operations.
9 PART I. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION --------------------------------------------- <TABLE> Results of Operations --------------------- The following table sets forth for the periods indicated items from the Consolidated Statements of Income as a percentage of net sales. Three Months Ended Six Months Ended June 30, June 30, -------------------- ------------------- 1997 1996 1997 1996 --------- --------- --------- --------- <S> <C> <C> <C> <C> Net sales 100.0% 100.0% 100.0% 100.0% Cost of products sold 66.8 67.9 68.2 69.2 ----- ----- ----- ----- GROSS INCOME 33.2 32.1 31.8 30.8 Selling, general and administrative expenses 14.7 14.6 15.9 16.2 ----- ----- ----- ----- OPERATING INCOME 18.5 17.5 15.9 14.6 Nonoperating expenses (income): Interest expense 1.9 2.0 2.0 2.1 Other 0.5 0.1 0.5 0.1 ----- ----- ----- ------ Net nonoperating expenses (income) 2.4 2.1 2.5 2.2 ----- ----- ----- ----- INCOME BEFORE INCOME TAXES 16.1 15.4 13.4 12.4 Income taxes 6.4 6.2 5.3 4.9 ----- ----- ------ ----- NET INCOME 9.7% 9.2% 8.1% 7.5% ===== ===== ===== ===== </TABLE>
10 THREE MONTHS ENDED JUNE 30, 1997 VS. THREE MONTHS ENDED JUNE 30, 1996 Net sales for the second quarter of 1997 were $800.9 million, representing an increase of $65.8 million or 9.0% from $735.1 million in the comparable quarter of 1996. The overall increase in net sales was primarily attributable to contributions from Rolodex (acquired in March 1997), Kirsch (acquired in May 1997), Rubbermaid's office products business (acquired in June 1997) and internal growth of 4.2%. Internal growth is defined as growth from the Company's "core businesses," which include continuing businesses owned more than two years and minor acquisitions completed during the last two years. Net sales for each of the Company's product groups (and the primary reasons for the increases) were as follows, in millions: <TABLE> Primary Reasons 1997 1996 % Change for Increases -------- -------- -------- --------------- <S> <C> <C> <C> <S> Home Furnishings $234.8 $218.7 7.4% May 1997 Kirsch acquisition offset by 3% internal sales declines Office Products 266.4 224.4 18.7% 15% internal growth and March 1997 Rolodex and June 1997 Rubbermaid office products acquisitions Housewares 194.8 190.0 2.5% Internal growth Hardware & Tools 104.9 102.0 2.8% Internal growth ----- ----- $800.9 $735.1 9.0% ===== ===== ==== </TABLE> Gross income as a percent of net sales in the second quarter of 1997 was 33.2% or $265.8 million versus 32.1% or $235.9 million in the comparable quarter of 1996. Gross margins improved as a result of cost savings achieved through the integration of Holson Burnes and Decorel into the Intercraft picture frame business, strong back-to- school shipments at the Company's office products businesses, and increased gross margins at several of the Company's other core businesses. Selling, general and administrative expenses ("SG&A") in the second quarter of 1997 were 14.7% of net sales or $117.9 million versus 14.6% or $107.4 million in the comparable quarter of 1996. The slight increase in spending was due to higher than average spending levels at businesses acquired in 1997, while core business SG&A expense was flat and spending levels decreased in the picture frame business as a result of the integration of Holson Burnes and Decorel into Intercraft. Operating income in the second quarter of 1997 was 18.5% of net sales or $147.9 million versus 17.5% or $128.4 million in the comparable quarter of 1996. The increase in operating income was primarily due to cost savings as a result of the picture frame business integration, strong back-to-school shipments, and increased
11 core business gross margins. Net nonoperating expenses in the second quarter of 1997 were 2.4% of net sales or $19.0 million versus 2.1% or $15.5 million in the comparable quarter of 1996. The $3.5 million increase was due primarily to a $2.1 million decrease in dividend income. On October 15, 1996, Black & Decker exercised its option to convert the 150,000 shares of privately placed Black & Decker convertible preferred stock, Series B, owned by the Company (purchased at a cost of $150.0 million) into 6.4 million shares of Black & Decker common stock. Prior to conversion, the preferred stock paid a 7.75% cumulative dividend, aggregating $2.9 million per quarter, before the effect of income taxes. If Black & Decker continues to pay dividends at the current rate ($0.12 per share quarterly), the dividends paid to the Company in 1997 on the shares of Black & Decker common stock owned by the Company as a result of the conversion would total $0.8 million per quarter, before the effect of income taxes. For the second quarter of 1997 and 1996, the effective tax rate was 39.6% and 40.0%, respectively. Net income for the second quarter of 1997 was $77.8 million, representing an increase of $11.1 million or 15.0% from the comparable quarter of 1996. Earnings per share for the second quarter of 1997 increased 14.7% to $0.49 versus $0.43 in the comparable quarter of 1996. The increases in net income and earnings per share were primarily attributable to cost savings associated with the picture frame business integration, strong back- to-school shipments, and increased operating margins at several of the Company's other core businesses. These increases were offset partially by increased net nonoperating expenses.
12 SIX MONTHS ENDED JUNE 30, 1997 VS. SIX MONTHS ENDED JUNE 30, 1996 Net sales for the first six months of 1997 were $1,430.3 million, representing an increase of $77.0 million or 5.7% from $1,353.3 million in the comparable period of 1996. The overall increase in net sales was primarily attributable to contributions from the Rolodex, Kirsch and Rubbermaid office products acquisitions and internal growth of 2.9%. Net sales for each of the Company's product groups (and the primary reasons for the increases) were as follows, in millions: <TABLE> Primary Reasons 1997 1996 % Change for Increases ------ ------ -------- --------------- <S> <C> <C> <C> <S> Home Furnishings $ 439.0 $ 422.1 4.0% May 1997 Kirsch acquisition offset by 1% internal sales declines Office Products 416.6 370.1 12.6% 9% internal growth and March 1997 Rolodex and June 1997 Rubbermaid office products acquisitions Housewares 376.1 366.0 2.8% Internal growth Hardware & Tools 198.6 195.1 1.7% Internal growth ------- ------- $1,430.3 $1,353.3 5.7% ======= ======= ==== </TABLE> Gross income as a percent of net sales in the first six months of 1997 was 31.8% or $455.1 million versus 30.8% or $417.1 million in the comparable period of 1996. Gross margins improved as a result of cost savings achieved through the picture frame business integration, strong back-to-school shipments, and increased gross margins at several of the Company's other core businesses. Selling, general and administrative expenses in the first six months of 1997 were 15.9% of net sales or $227.9 million versus 16.2% or $219.2 million in the comparable period of 1996. The slight increase in spending was due to higher than average spending levels at businesses acquired in 1997, while core business SG&A expense was flat and spending levels decreased as a result of the picture frame business integration. Operating income in the first six months of 1997 was 15.9% of net sales or $227.2 million versus 14.6% or $197.9 million in the comparable period of 1996. The increase in operating income was primarily due to cost savings as a result of the picture frame business integration, strong back-to-school shipments, and increased core business gross margins. Net nonoperating expenses in the first six months of 1997 were 2.5% of net sales or $35.8 million versus 2.2% or $29.7 million in the comparable period of 1996. The $6.1 million increase was due primarily to a $4.2 million decrease in dividend income. Refer to the previous detailed discussion on page 11.
13 For this six month period in 1997 and 1996, the effective tax rate was 39.6% and 40.0%, respectively. Net income for the first six months of 1997 was $115.6 million, representing an increase of $14.7 million or 14.6% from the comparable period of 1996. Earnings per share for the first six months of 1997 increased 14.4% to $0.73 versus $0.64 the comparable period of 1996. The increase in net income and earnings per share were primarily attributable to cost savings associated with the picture frame integration, strong back-to-school shipments, and increased core business operating margins. These increases were offset partially by increased net nonoperating expenses.
14 LIQUIDITY AND CAPITAL RESOURCES SOURCES: The Company's primary sources of liquidity and capital resources include cash provided from operations and use of available borrowing facilities. Cash provided by operating activities was $37.8 million and $87.4 million for the six months ended June 30, 1997 and 1996, respectively. This $49.6 million decrease was primarily due to an inventory reduction program in 1996 and higher working capital needs as the Company grows internally. Cash provided from financing activities totalled $591.3 million for the six months ended June 30, 1997, primarily due to an increase in long-term borrowings as a result of the Rolodex, Kirsch and Rubbermaid office products acquisitions. During 1997, the Company amended and restated its revolving credit agreement to provide for a $1.3 billion agreement which will terminate in August 2002. Under this agreement, the Company may borrow, repay and reborrow funds in an aggregate amount up to $1.3 billion, at a floating interest rate. At June 30, 1997, there were no borrowings under the revolving credit agreement. In lieu of borrowings under the Company's revolving credit agreement, the Company may issue up to $900.0 million of commercial paper. The Company's revolving credit agreement provides the committed backup liquidity required to issue commercial paper. Accordingly, commercial paper may only be issued up to the amount available for borrowing under the Company's revolving credit agreement. At June 30, 1997, $846.0 million (face or principal amount) of commercial paper was outstanding. The entire amount is classified as long-term debt. At June 30, 1997, the Company had outstanding $263.0 million (principal amount) of medium-term notes with maturities ranging from five to ten years at an average rate of interest equal to 6.3%. The Company has a universal shelf registration statement on file with the Securities and Exchange Commission under which the Company may issue up to $500.0 million of debt and equity securities, subject to market conditions. At June 30, 1997, the Company had not yet issued any securities under this registration statement. The Company has short-term foreign and domestic uncommitted lines of credit with various banks which are available for short-term financing. Borrowings under the Company's uncommitted lines of credit are subject to discretion of the lender. The Company's uncommitted lines of credit do not have a material impact on the Company's liquidity. Borrowings under the Company's uncommitted lines of credit at June 30, 1997 totalled $304.0 million.
15 USES: The primary uses of liquidity and capital resources include capital expenditures, dividend payments and acquisitions. Cash used in investing activities was $602.3 million and $74.3 million for the six months ended June 30, 1997 and 1996, respectively. In 1997, the Company acquired Rolodex, Kirsch and Rubbermaid office products for cash purchase prices totaling $570.1 million. In 1996, the Company acquired Holson Burnes and completed other minor acquisitions for consideration that included cash of $42.6 million. At the time of acquisition, cash and short-term investments recorded by the new businesses totalled $12.5 million; the Company had already paid $13.3 million in 1991 when it initially invested in Acrimo (refer to footnote 7). The 1997 and 1996 acquisitions were accounted for as purchases and were paid for with proceeds obtained from the issuance of commercial paper, medium-term notes, and notes payable under the Company's lines of credit. Capital expenditures were $24.5 million and $29.3 million in the first six months of 1997 and 1996, respectively. The Company has paid regular cash dividends on its common stock since 1947. On February 11, 1997, the quarterly cash dividend was increased to $0.16 per share from the $0.14 per share that had been paid since February 6, 1996. Prior to this date, a quarterly cash dividend of $0.12 per share had been paid since May 11, 1995 which was an increase from the $0.10 per share paid since May 12, 1994. Dividends paid were $50.9 million and $44.4 million in the first six months of 1997 and 1996, respectively. Retained earnings increased by $64.7 million and $56.4 million in the first six months of 1997 and 1996, respectively. Working capital at June 30, 1997 was $472.5 million compared to $471.1 million at December 31, 1996. The current ratio at June 30, 1997 was 1.50:1 compared to 1.74:1 at December 31, 1996. Total debt to total capitalization (net of cash and cash equivalents) was .47:1 at June 30, 1997 and .34:1 at December 31, 1996. The Company believes that cash provided from operations and available borrowing facilities will continue to provide adequate support for the cash needs of existing businesses; however, certain events, such as significant acquisitions, could require additional external financing.
16 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K -------------------------------- a) Exhibits: 10.17 Amended and Restated Credit Agreement, dated as of June 12, 1995 and amended and restated as of August 5, 1997, among the Company, certain of its affiliates, The Chase Manhattan Bank (National Association), as Agent, and the banks whose names appear on the signature pages thereto. 27 Financial Data Schedule b) Reports on Form 8-K: Registrant filed Reports on Form 8-K and Form 8-K/A, each dated June 6, 1997, reporting that Registrant amended its Distribution Agreement with Merrill Lynch, Pierce, Fenner & Smith, Chase Securities Inc., Morgan Stanley & Co. Incorporated and First Chicago Capital Markets, Inc. in connection with a proposed public offering of Medium-Term Notes (including Remarketed Notes) under Registrant's shelf Registration Statement on Form S-3 (Reg. No. 33-64225).
17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEWELL CO. Date August 8, 1997 /s/ William T.edge ----------------- ------------------------ William T. Alldredge Vice President - Finance Date August 8, 1997 /s/ Brett E. Gries ----------------- ------------------------ Brett E. Gries Vice President - Accounting & Tax