<PAGE>

                                                                     EXHIBIT 13



     This exhibit consists of the following portions of the 1997 Annual 
Report to Stockholders of Wynn's International, Inc.:  the Report of 
Independent Auditors on page 21, the consolidated financial statements of 
Registrant on pages 22 through 36, the Selected Financial Data section on 
page 16, the Management's Discussion and Analysis of Financial Condition and 
Results of Operations section on pages 17 through 21, and the information 
appearing under "Common Stock Prices and Cash Dividends Per Share: 1997-1996" 
on page 37 and "Number of Stockholders" and "Stock Exchange Listing" on page 
37.

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                            SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                         FIVE YEARS ENDED DECEMBER 31, 1997
                                                         --------------------------------------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)             1997           1996           1995           1994           1993
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>            <C>            <C>
Continuing operations:
 Net sales                                               $320,953       $288,531       $262,584       $234,659       $201,522
-----------------------------------------------------------------------------------------------------------------------------
 Income before taxes based on income                       41,233         33,918         26,500         20,843         12,327
 Provision for taxes based on income                       15,339         12,617          9,799          8,461          5,481
-----------------------------------------------------------------------------------------------------------------------------
 Income from continuing operations                         25,894         21,301         16,701         12,382          6,846
Income (loss) from discontinued operations,
 net of income tax                                            ---             16         (1,258)          (561)         2,135
Income (loss) on disposal of discontinued operations,
 net of income tax                                            319           (879)          ---            ---            ---
-----------------------------------------------------------------------------------------------------------------------------
Net income                                              $  26,213       $ 20,438       $ 15,443       $ 11,821       $  8,981
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share of common stock (a):
 From continuing operations                                 $1.32          $1.04           $.83           $.66           $.37
 Discontinued operations:
  Income (loss) from operations                              ---            ---            (.06)          (.03)           .12
  Income (loss) on disposal                                   .01           (.04)          ---            ---            ---
-----------------------------------------------------------------------------------------------------------------------------
Total                                                       $1.33          $1.00           $.77           $.63           $.49
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding             19,649,234     20,462,702     20,059,265     18,741,338     18,356,075
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Cash dividends per common share                            $.2133         $.1778         $.1541         $.1304         $.1244
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Selected balance sheet items:
 Current assets                                          $147,883       $149,552       $128,565       $116,022       $113,896
 Current liabilities                                       61,386         56,942         47,837         54,056         53,305
 Working capital                                           86,497         92,610         80,728         61,966         60,591
 Current ratio                                          2.41 to 1      2.63 to 1      2.69 to 1      2.15 to 1      2.14 to 1
 Total assets                                            $207,091       $205,105       $177,822       $176,472       $167,799
 Long-term debt due after one year                           ---            ---              75         14,948         23,389
 Stockholders' equity                                     127,523        132,952        116,233         95,440         84,442
 Book value per common share                                $6.63          $6.48          $5.71          $5.08          $4.52
-----------------------------------------------------------------------------------------------------------------------------
Number of employees--continuing operations                  2,073          1,962          1,769          1,729          1,579
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) SEE NOTE 1 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR CERTAIN PER
SHARE INFORMATION. ALL PER SHARE AMOUNTS HAVE BEEN ADJUSTED TO REFLECT THE 3
FOR 2 STOCK SPLITS EFFECTED IN 1997, 1996, 1995 AND 1993.

The above Selected Financial Data for the five years ended December 31, 1997 
is not reported upon herein by independent auditors. See Management's 
Discussion and Analysis of Financial Condition and Results of Operations.

                                      16

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                       
                                       

RESULTS OF CONTINUING OPERATIONS
   
1997 COMPARED TO 1996 -- Net sales in 1997 were $321.0 million compared to 
$288.5 million in 1996, an increase of 11 percent.  Sales increased 20 
percent at the Automotive and Industrial Components Division, which is 
comprised principally of Wynn's-Precision, Inc. ("Precision"), a Lebanon, 
Tennessee-based supplier of O-rings, seals and molded rubber products, and 
Robert Skeels & Company ("Skeels"), a small regional wholesale distributor of 
builders hardware products.  Sales increased 3 percent at the Specialty 
Chemicals Division in 1997 compared to 1996.

   Precision recorded a 20 percent increase in sales in 1997.  Precision's 
growth was primarily due to higher sales to the U.S. automotive original 
equipment manufacturers ("OEMs") and the off-road construction industry and 
the introduction of new products.  Precision's sales in 1997 also increased 
relative to 1996 due to the September 30, 1996 acquisition of an automotive 
plastic sealing business.  Excluding this acquisition, Precision's sales 
increased 12 percent in 1997 over 1996.  Sales of Precision's innovative 
composite gaskets continued to grow in 1997 compared to the prior year, and 
Precision expects this trend to continue as new applications are developed 
and approved by major automotive OEMs and other vehicle manufacturers.  
Precision continued to receive requests in 1997 for price freezes or price 
reductions from customers in many markets that it serves.  Precision expects 
this trend to continue in 1998.  Higher revenues at Precision generally 
resulted from an increase in the number of units sold as opposed to price 
increases.

   Skeels' sales increased 3 percent in 1997 compared to 1996, principally 
due to improved economic conditions in the southern California building 
industry.

   Sales at the Specialty Chemicals Division, principally car care products, 
increased 3 percent on a worldwide basis compared to 1996.  Reported sales 
were adversely affected by changes in foreign exchange rates in 1997 compared 
to 1996.  Excluding the impact of foreign exchange rate fluctuations, total 
revenues in 1997 would have increased 9 percent compared to 1996.  The 
revenue increase was due principally to increased sales in the United States, 
Canada and Belgium.  In the U.S., revenues in 1997 increased 7 percent 
compared to 1996, mainly due to growth in sales by the Division's Azusa, 
California-based operations to the U.S. professional market and growth in 
export sales to Asian and Latin American distributors.  Sales from the Wynn's 
product warranty division increased 6 percent in 1997, which was below the 
growth rate experienced in each of the four years preceding 1997.  The lower 
growth rate was due to the general slowdown in used car sales in 1997, 
primarily caused by subprime lenders being more selective in granting new 
credit for auto loans.  A significant portion of sales by the Wynn's product 
warranty division are through relationships established with certain subprime 
lenders.  Foreign subsidiary sales in 1997 were slightly higher than 1996, 
but would have increased 11 percent if foreign exchange rates in 1997 had 
remained unchanged from 1996 rates.  On a local currency basis, sales grew in 
all major foreign subsidiary operations.  The most significant sales growth 
in local currency occurred in Belgium, France and Canada.

   Interest income in 1997 was $2.1 million compared to $1.8 million in 1996. 
The increase was due to higher average cash and cash equivalent balances in 
1997 than in the prior year.

   On a consolidated basis, total cost of sales in 1997 was 62.3 percent of 
sales compared to 60.5 percent in 1996.  Both Precision and the Specialty 
Chemicals Division generated higher gross profit due to the higher sales 
volumes, but gross margins declined as a percentage of sales.  Precision's 
gross margin declined due to higher sales of its lower margin plastics 
products and general price pressures.  The decrease in gross margin at the 
Specialty Chemicals Division was due primarily to the growth in sales of 
product warranty programs and the professional equipment product line, which 
generally have lower gross margins than other products of the Division.

   Selling, general and administrative ("SG&A") expenses decreased in 1997 to 
$81.5 million, or 25.4 percent of sales, compared to $81.7 million, or 28.3 
percent of sales.  The significant decline during 1997 in SG&A expenses as a 
percentage of sales was mainly due to the growth in sales at Precision, which 
traditionally has a lower level of operating expenses as a percentage of 
sales than the Specialty Chemicals Division.  Both Precision and the 
Specialty Chemicals Division were able to reduce SG&A expenses as a 
percentage of their respective sales due to the higher sales volumes achieved 
and constant monitoring of costs.  The 1997 SG&A expenses at the Specialty 
Chemicals Division also benefited from $.5 million of proceeds from the 
partial recovery of a judgment in a trademark infringement lawsuit and the 
nonrecurrence of certain 1996 expenses for relocation and severance costs at 
two foreign locations.  Corporate expenses increased in 1997 compared to 1996 
due to the addition of one senior executive position and higher incentive 
compensation costs.  In 1997, environmental-related expenses included in 
total SG&A increased compared to 1996.  These costs

                                     17

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


have been allocated to the segment to which the underlying property is most 
closely associated.  The Company closely monitors legal and factual 
developments in the environmental area to evaluate the adequacy of present 
reserves.

   Income before taxes from continuing operations was $41.2 million in 1997 
compared to $33.9 million in 1996.  In the Automotive and Industrial 
Components Division, operating profits increased 14 percent in 1997 due to 
Precision's higher revenue levels.  Precision's profitability is sensitive to 
changes in volume.  Operating profits of the Specialty Chemicals Division 
increased 25 percent in 1997 due to the small increase in revenues and lower 
operating costs as a percentage of sales.  Excluding the impact of foreign 
exchange rate changes, the Specialty Chemicals Division's operating profit 
would have increased 32 percent in 1997.

   The effective tax rate in 1997 was 37.2 percent, unchanged from the prior 
year.

   Income from continuing operations in 1997 was $25.9 million compared to 
$21.3 million in 1996.  The improvement in 1997 compared to 1996 was 
primarily attributable to the higher operating profit at both the Specialty 
Chemicals Division and Precision, partially offset by higher corporate 
expenses.

   Basic earnings per share from continuing operations in 1997 was $1.32 
compared to $1.04 in 1996.  Diluted earnings per share from continuing 
operations in 1997 was $1.28 compared to $1.01 in 1996.  The Company adopted 
Statement of Financial Accounting Standards No. 128, Earnings per Share, in 
December 1997.  See Note 2 of Notes to Consolidated Financial Statements for 
a discussion of the 3 for 2 stock splits in 1997, 1996 and 1995.  The 
increase in per share results in 1997 was due to the increase in net income 
and the decrease in shares outstanding.  The number of shares outstanding 
decreased primarily as a result of the repurchase in April 1997 of 1,650,000 
shares of the Company's outstanding stock pursuant to a Dutch Auction 
self-tender offer. This decrease was partially offset by the exercise of 
stock options to purchase 439,699 shares of common stock.

FINANCIAL CONDITION

   Working capital at December 31, 1997 was $86.5 million compared to $92.6 
million at December 31, 1996.  The current ratio was 2.41 to 1 at December 
31, 1997 compared to 2.63 to 1 at December 31, 1996.  The Company has 
adequate cash and cash equivalents and lines of credit to meet foreseeable 
working capital requirements.

   On March 26, 1997, the Company commenced a Dutch Auction self-tender offer 
(the "Self-Tender Offer") to purchase for cash up to 1,650,000 shares of its 
issued and outstanding common stock.  Pursuant to the Self-Tender Offer, 
which terminated on April 22, 1997, the Company purchased 1,650,000 shares of 
its common stock at a purchase price of $16.17 per share.  The aggregate cost 
to the Company of the Self-Tender Offer, including expenses, was 
approximately $27 million, which was funded from cash and cash equivalents.  
The shares purchased in the Self-Tender Offer were treated as treasury shares 
and the aggregate cost has been reported as a reduction in the equity of the 
Company as the cost of treasury shares.

   Cash and cash equivalents were $43.3 million at December 31, 1997 compared 
to $53.3 million at December 31, 1996.  Although cash provided by all 
operating activities was $34.5 million, the Company's normal investing and 
financing activities, combined with the $28.1 million used for repurchases of 
the Company's common stock during the year, resulted in a $10.0 million 
decrease in cash and cash equivalents.

   Accounts receivable increased $8.0 million to $56.4 million at December 
31, 1997 from $48.3 million at December 31, 1996.  This increase was 
principally due to the higher sales at Precision and the Specialty Chemicals 
Division in the fourth quarter of 1997 compared to the quarter ended December 
31, 1996 and the offering of extended terms to certain large customers of the 
Specialty Chemicals Division.  Inventories were $31.0 million at the end of 
1997, a slight increase from $30.9 million at December 31, 1996.  The 
increase in inventories was due to higher inventory levels at the Specialty 
Chemicals Division, primarily in the U.S. professional products division, 
partially offset by lower inventories at Precision.

   Total current liabilities increased $4.4 million to $61.4 million at 
December 31, 1997 from $56.9 million at December 31, 1996.  The increase was 
primarily due to an increase in accounts payable, higher accruals for product 
warranty programs, and a general increase in other accrued liabilities, 
partially offset by a decrease in the amount payable for taxes based on 
income. Income taxes paid in 1997 were $16.4 million compared to $9.6 million 
in 1996. The increase in income taxes paid in 1997 was primarily due to the 
higher income before taxes in 1997 compared to 1996 and the $2.6 million tax 
benefit in 1996 attributable to the deductibility of goodwill associated with 
the disposal of the operating assets of Wynn's Climate Systems, Inc.

                                      18

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


   Property, plant and equipment increased $3.6 million to $48.3 million in 
1997, consisting of $11.8 million in additions (principally at Precision and 
the Specialty Chemicals Division), offset by the annual depreciation charge 
of $7.7 million, as well as retirements and foreign exchange adjustments.

   Noncurrent other liabilities increased $2.9 million to $10.4 million at 
December 31, 1997 from $7.5 million at December 31, 1996.  The increase was 
primarily due to higher accrued reserves relating to environmental matters.

   At December 31, 1997, the Company had two separate $15.0 million unsecured 
domestic committed bank lines of credit, which permit borrowings through June 
2000, and one uncommitted domestic line of credit.  The Company also has 
various other foreign uncommitted credit lines.  At December 31, 1997, no 
borrowings were outstanding under any of these lines.

   The Company believes that additional lines of credit could be obtained if 
necessary.  Under present circumstances, neither additional lines of credit 
nor additional long-term financing is required to supplement working capital 
requirements.

   Stockholders' equity at the end of 1997 was $127.5 million compared to 
$133.0 million at the end of 1996, a decrease of $5.4 million.  Although net 
income in 1997 was $26.2 million, the decrease in stockholders' equity was 
primarily attributable to repurchases of $28.1 million of the Company's 
common stock, dividends declared of $4.2 million and a $3.0 million decrease 
in the foreign currency translation account.

   The Company expects total capital expenditures in 1998 to be approximately 
$13 million, funded from current operations.  As previously announced, the 
Company is continuing to explore possible niche acquisitions.

YEAR 2000 MATTERS

   The Company recognizes the need to ensure its operations will not be 
adversely impacted by Year 2000 software failures.  In 1996 the Company began 
the necessary change-over of computer systems at its major locations, and 
anticipates the changes will be substantially completed in 1998.  Certain 
smaller foreign locations are also presently working toward timely 
implementation of necessary changes.  The costs incurred thus far, and 
expected to be incurred in the future, are not significant.  The Company is 
also working with customers and vendors to determine their ability to make 
the necessary conversions.  Management presently expects that the necessary 
corrections will be completed before the Year 2000 with no effect on 
customers or disruption to business operations.

IMPACT OF CHANGING PRICES ON SALES AND INCOME

   The Company attempts to minimize the impact of inflation on production and 
operating costs through cost control programs and productivity improvements. 
Over the past three years the inflation rate has been relatively low. 
Nonetheless, the Company has continued to face increases in the cost of labor 
and some materials, despite requests for price reductions from many 
customers. Due to intense competition, the Company in 1997 generally was not 
able to raise prices to its customers to pass along the cost increases 
experienced.

FORWARD-LOOKING STATEMENTS

   Certain statements contained in this Annual Report may be "forward-looking 
statements" within the meaning of Section 27A of the Securities Act of 1933, 
as amended, and Section 21E of the Securities Exchange Act of 1934, as 
amended, in that they express the Company's expectations or beliefs 
concerning future events.  The statements include the following: the expected 
continued growth of sales of the product warranty division and Precision's 
composite gasket product line; the sufficiency of working capital; the 
availability of new lines of credit if needed by the Company; the anticipated 
level of capital expenditures; and the lack of impact of the Year 2000 
problem on the Company's business operations.

   The Company cautions that these statements are further qualified by 
important factors that could cause actual results to differ materially from 
those in the forward-looking statements, including the following: sales of 
new and used cars in the United States; automotive and off-road construction 
vehicle production rates in North America; currency exchange rates relative 
to the U.S. dollar; the impact of competitive products and pricing; attempts 
by state governments to regulate the product warranty program; termination of 
one or more of the product warranty division's alliances with automobile 
finance companies or a significant slowdown in the business of these 
companies; regulatory or technical developments or subsequently developed 
information causing an increase in the Company's estimated liability for 
environmental matters; the ability of the Company's vendors and customers to 
successfully resolve any Year 2000 issues in their respective businesses; and 
general economic conditions, especially in North America and Western Europe.

   The Company's actual results thus may differ materially from the expected 
results expressed or implied by the forward-looking statements.

                                                                             19

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF CONTINUING OPERATIONS

1996 COMPARED TO 1995 -- Net sales in 1996 were $288.5 million compared to 
$262.6 million in 1995, an increase of 10 percent.  Sales increased 12 
percent at the Specialty Chemicals Division and 8 percent for the Automotive 
and Industrial Components Division.

   Sales at the Specialty Chemicals Division, principally car care products, 
increased 12 percent on a worldwide basis compared to 1995.  Excluding the 
impact of foreign exchange rate fluctuations, total revenues in 1996 would 
have increased 14 percent compared to 1995.  The revenue increase was due 
principally to increased sales in the United States, Canada, the United 
Kingdom and Belgium.  In the United States, revenues in 1996 increased 27 
percent compared to 1995, mainly due to strong sales of the division's 
product warranty programs, higher sales to the U.S. professional market and 
growth in export sales from the U.S. to Asian distributors.  The Wynn's 
product warranty division experienced strong revenue growth again in 1996, 
with sales increasing 45 percent over 1995, principally because of increased 
business with national account customers and the continued high level of used 
car sales in the U.S. during the year.  Foreign subsidiary sales increased 2 
percent in 1996 over 1995, but would have increased 6 percent if foreign 
exchange rates in 1996 had remained unchanged from 1995 rates.  Sales 
increased in France (industrial products), Canada, the United Kingdom, 
Belgium and Australia, but sales decreased in the French automotive 
subsidiaries and in South Africa.

   Precision recorded an 8 percent increase in sales in 1996.  Precision's 
growth was primarily due to higher sales to the United States automotive OEMs 
and the off-road construction industry, and the introduction of new products. 
Precision's sales in 1996 also increased due to the September 30, 1996 
acquisition of an automotive plastic sealing business. Excluding this 
acquisition, sales increased 6 percent in 1996 over 1995.  Sales of 
Precision's recently developed composite gasket increased in 1996 compared to 
1995.  Higher revenues at Precision generally resulted from an increase in 
the number of units sold as opposed to price increases.

   Skeels' sales increased 5 percent in 1996 compared to 1995, principally 
due to improved economic conditions in southern California and continued 
efforts to implement new sales and marketing programs.

   Interest income in 1996 was $1.8 million compared to $.9 million in 1995. 
The increase was due to higher cash and cash equivalent balances in 1996 than 
in the prior year.

   On a consolidated basis, total cost of sales in 1996 was 60.5 percent of 
sales compared to 59.9 percent in 1995.  The small decrease in the 
consolidated gross margin was due primarily to the growth in sales of the 
product warranty programs in the Specialty Chemicals Division which generally 
have lower gross margins than other products of the Division.  The Specialty 
Chemicals Division's gross profit increased in absolute dollars due to higher 
sales. Precision's gross margin was virtually the same in 1996 compared to 
1995.

   Selling, general and administrative expenses increased to $81.7 million in 
1996 from $78.3 million in 1995, but as a percentage of sales declined from 
29.8 percent in 1995 to 28.3 percent in 1996.  The increase in SG&A expenses 
was principally attributable to the higher sales at the Specialty Chemicals 
Division and Precision, partially offset by lower corporate expenses. 
Operating expenses of the Specialty Chemicals Division declined as a 
percentage of sales due to the change in revenue mix, constant monitoring of 
costs and lower accruals for environmental claims.  Precision's operating 
expenses in absolute dollars also increased over 1995 levels due to the 
higher revenues, but remained approximately the same as a percentage of 
Precision's revenues. During 1996, corporate expenses decreased compared to 
1995 levels primarily because of lower expenses for employee severance and 
environmental matters. The Company closely monitors legal and factual 
developments in the environmental area to evaluate the adequacy of present 
reserves.

   Interest expense in 1996 declined to $.2 million from $1.4 million in 1995 
due to the lack of virtually any interest bearing indebtedness in 1996.  
During 1995 the Company repaid nearly all of its indebtedness and remained 
virtually debt free through 1996.

   Income before taxes from continuing operations was $33.9 million in 1996 
compared to $26.5 million in 1995.  In the Automotive and Industrial 
Components Division, operating profits increased 6 percent in 1996 due to 
Precision's higher revenue levels.  Precision's profitability is sensitive to 
changes in volume.  Operating profits of the Specialty Chemicals Division 
increased 36 percent in 1996 due to increased revenues and lower operating 
costs as a percentage of sales.  Excluding the impact of foreign exchange 
rate changes, the Specialty Chemicals Division's operating profit would have 
increased 40 percent in 1996.

   The effective tax rate in 1996 increased slightly to 37.2 percent compared 
to the effective tax rate of 37.0 percent in 1995.

   Income from continuing operations in 1996 was $21.3 million compared to 
$16.7 million in 1995.  The improvement in 1996 compared to 1995 was primarily


                                      20

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


attributable to the higher operating profit at both the Specialty Chemicals 
Division and Precision, the increase in interest income and the decrease in 
interest expense.

   Basic earnings per share from continuing operations in 1996 was $1.04 
compared to $.83 in 1995.  Diluted earnings per share from continuing 
operations in 1996 was $1.01 compared to $.81 in 1995.  The increase in per 
share results in 1996 was due to the increase in net income, partially offset 
by an increase in shares outstanding.  The number of shares outstanding 
increased primarily as a result of the exercise of stock options to purchase 
298,851 shares of common stock and an increase in the number of outstanding 
stock options required to be included in the outstanding shares calculation. 
These increases were offset by the repurchase in 1996 of 153,225 shares of 
the Company's common stock pursuant to a $15 million share repurchase program 
authorized in December 1995.

RESULTS OF DISCONTINUED OPERATIONS

1997 COMPARED TO 1996 AND 1995 -- On May 23, 1996, the Company sold the 
principal operating assets of Wynn's Climate Systems, Inc., ("WCS"), the 
automotive air conditioning subsidiary which was formerly part of the 
Automotive and Industrial Components Division.

   The results of operations for WCS and the income (loss) on disposal of 
WCS' principal net operating assets have been classified on the statements of 
income as discontinued operations.  Revenues from discontinued operations for 
the period January 1 to May 23, 1996 and for the twelve months ended December 
31, 1995 were $20,353,000 and $41,203,000, respectively.  The loss on 
disposal of the principal operating assets of WCS for the year ended December 
31, 1996 included a $2.6 million tax benefit attributable to the 
deductibility of goodwill associated with the original acquisition of WCS in 
1978.  Such goodwill had been previously expensed for financial statement 
purposes with no tax benefit.

   In 1997, income on disposal of discontinued operations was attributable to 
adjustments to certain estimated reserves arising from the May 1996 sale.  At 
December 31, 1997 the remaining net reserves attributable to the sale of WCS' 
assets were not significant.

                        REPORT OF INDEPENDENT AUDITORS

THE BOARD OF DIRECTORS AND STOCKHOLDERS, WYNN'S INTERNATIONAL, INC.

   We have audited the accompanying consolidated balance sheets of Wynn's
International, Inc. as of December 31, 1997 and 1996, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the three years in the period ended December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Wynn's
International, Inc. at December 31, 1997 and 1996, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.

                                                          /s/ ERNST & YOUNG LLP
                                                        Los Angeles, California
                                                               January 27, 1998


                                                                             21

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31
                                                                        --------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                            1997           1996           1995
--------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>            <C>
Revenues:
 Net sales                                                              $320,953       $288,531       $262,584
 Interest income                                                           2,106          1,763            943
--------------------------------------------------------------------------------------------------------------
                                                                         323,059        290,294        263,527
--------------------------------------------------------------------------------------------------------------
Costs and expenses:
 Cost of sales                                                           200,069        174,440        157,398
 Selling, general and administrative                                      81,520         81,719         78,279
 Interest expense                                                            237            217          1,350
--------------------------------------------------------------------------------------------------------------
                                                                         281,826        256,376        237,027
--------------------------------------------------------------------------------------------------------------
Income from continuing operations before taxes based on income            41,233         33,918         26,500
Provision for taxes based on income                                       15,339         12,617          9,799
--------------------------------------------------------------------------------------------------------------
Income from continuing operations                                         25,894         21,301         16,701
--------------------------------------------------------------------------------------------------------------
Discontinued operations:
 Income (loss) from discontinued operations, net of income
  taxes (benefits) of $14 and $(691), respectively                           ---             16         (1,258)
 Income (loss) on disposal of discontinued operations, net of
  income taxes (benefits) of $195 and $(4,643), respectively                 319           (879)          ---
--------------------------------------------------------------------------------------------------------------
Net income                                                             $  26,213       $ 20,438       $ 15,443
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
Earnings (loss) per share of common stock:
 Basic:
  Continuing operations                                                    $1.32          $1.04           $.83
  Discontinued operations:
    Income (loss) from operations                                            ---            ---           (.06)
    Income (loss) on disposal                                                .01           (.04)           ---
--------------------------------------------------------------------------------------------------------------
      Total                                                                $1.33          $1.00           $.77
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
 Diluted:
  Continuing operations                                                    $1.28          $1.01           $.81
  Discontinued operations:
    Income (loss) from operations                                            ---            ---           (.06)
    Income (loss) on disposal                                                .01           (.04)           ---
--------------------------------------------------------------------------------------------------------------
      Total                                                                $1.29         $  .97           $.75
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------

</TABLE>

SEE ACCOMPANYING NOTES.


                                      22

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                               DECEMBER 31
                                                                       ------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                            1997           1996
-----------------------------------------------------------------------------------------------
<S>                                                                    <C>            <C>
ASSETS
Current assets:
 Cash and cash equivalents                                             $  43,266      $  53,304
 Accounts receivable, less $959 allowance
  for doubtful accounts ($870 in 1996)                                    56,355         48,347
 Inventories                                                              31,045         30,940
 Prepaid expenses and other current assets
  (including deferred tax assets
  of $12,208 in 1997 and $12,025 in 1996)                                 17,217         16,707
 Net assets of discontinued operations                                       ---            254
-----------------------------------------------------------------------------------------------
  Total current assets                                                   147,883        149,552
Property, plant and equipment, at cost less
 accumulated depreciation and amortization                                48,341         44,719
Costs in excess of fair value of net assets of businesses acquired,
  less accumulated amortization of $1,975 ($1,829 in 1996)                 3,049          3,194
Other assets                                                               7,818          7,640
-----------------------------------------------------------------------------------------------
                                                                        $207,091       $205,105
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                                      $  20,696      $  18,137
 Dividends payable                                                         1,030            916
 Taxes based on income                                                     1,264          3,676
 Accrued liabilities:
  Product warranty programs                                               14,407         12,434
  Salaries and other compensation                                         10,282          9,642
  Other                                                                   13,707         12,068
 Long-term debt due within one year                                          ---             69
-----------------------------------------------------------------------------------------------
     Total current liabilities                                            61,386         56,942
Deferred taxes based on income                                             7,825          7,740
Other liabilities                                                         10,357          7,471
Commitments and contingencies
Stockholders' equity:
 Preferred stock, $1 par value; 500,000 shares authorized, none issued       ---            ---
 Common stock, $1 par value; 40,000,000 shares authorized,
  21,860,511 shares issued (14,546,540 in 1996)                           21,861         14,547
 Capital in excess of par value                                            2,323         10,377
 Retained earnings                                                       137,457        115,418
 Equity adjustment from foreign currency translation                      (5,033)        (1,985)
 Unearned compensation                                                       (58)          (139)
 Common stock held in treasury 2,623,087 shares, 
   at cost (869,962 in 1996)                                             (29,027)        (5,266)
-----------------------------------------------------------------------------------------------
  Total stockholders' equity                                             127,523        132,952
-----------------------------------------------------------------------------------------------
                                                                        $207,091       $205,105
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.

                                                                             23

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
THREE YEARS ENDED DECEMBER 31, 1997
                                                                                    EQUITY
                                                                                   ADJUSTMENT                   COMMON
                                          COMMON STOCK      CAPITAL IN            FROM FOREIGN                  STOCK
(DOLLARS IN THOUSANDS,                --------------------  EXCESS OF   RETAINED   CURRENCY     UNEARNED       HELD IN
EXCEPT PER SHARE AMOUNTS)               SHARES     AMOUNT   PAR VALUE   EARNINGS  TRANSLATION  COMPENSATION    TREASURY     TOTAL
----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>       <C>        <C>        <C>          <C>             <C>        <C>
Balance at January 1, 1995            5,918,692    $ 5,919   $  9,871  $  86,250     $ (2,238)        $(781)   $ (3,581)  $ 95,440
 Net income                                 ---        ---        ---     15,443          ---           ---         ---     15,443
 Cash dividends                             ---        ---        ---     (3,074)         ---           ---         ---     (3,074)
 Stock options exercised                 31,900         32        521        ---          ---           ---         ---        553
 Tax benefits related to
  stock option exercises
  and stock awards                          ---        ---        146        ---          ---           ---         ---        146
 Conversion of $6,250
  convertible notes                     426,135        426      5,824        ---          ---           ---         ---      6,250
 Adjustments from foreign
  currency translation, net                 ---        ---        ---        ---        1,068           ---         ---      1,068
 Amortization of unearned
  compensation                              ---        ---        ---        ---          ---           408         ---        408
 3 for 2 stock split                  3,188,271      3,188     (3,188)       ---          ---           ---         ---        ---
 Cash paid for fractional
  shares at time of split                   ---        ---         (1)       ---          ---           ---         ---         (1)
----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995          9,564,998      9,565     13,173     98,619       (1,170)         (373)     (3,581)   116,233
 Net income                                 ---        ---        ---     20,438          ---           ---         ---     20,438
 Cash dividends                             ---        ---        ---     (3,639)         ---           ---         ---     (3,639)
 Purchase of treasury stock at cost         ---        ---        ---        ---          ---           ---      (1,767)    (1,767)
 Stock options exercised                132,823        133      1,457        ---          ---           ---          37      1,627
 Restricted stock issued
  to employee                               ---        ---        107        ---          ---          (152)         45        ---
 Tax benefits related to
  stock option exercises
  and stock awards                          ---        ---        493        ---          ---           ---         ---        493
 Adjustments from foreign
  currency translation, net                 ---        ---        ---        ---         (815)          ---         ---       (815)
 Amortization of unearned
  compensation                              ---        ---        ---        ---          ---           386         ---        386
 3 for 2 stock split                  4,848,719      4,849     (4,849)       ---          ---           ---         ---        ---
 Cash paid for fractional
  shares at time of split                   ---        ---         (4)       ---          ---           ---         ---         (4)
----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1996         14,546,540     14,547     10,377    115,418       (1,985)         (139)     (5,266)   132,952
 Net income                                 ---        ---        ---     26,213          ---           ---         ---     26,213
 Cash dividends                             ---        ---        ---     (4,174)         ---           ---         ---     (4,174)
 Purchase of treasury stock at cost         ---        ---        ---        ---          ---           ---     (28,056)   (28,056)
 Stock options exercised                 27,264         27     (2,348)       ---          ---           (92)      4,295      1,882
 Tax benefits related to
  stock option exercises
  and stock awards                          ---        ---      1,585        ---          ---           ---         ---      1,585
 Adjustments from foreign
  currency translation, net                 ---        ---        ---        ---       (3,048)          ---         ---     (3,048)
 Amortization of unearned
  compensation                              ---        ---        ---        ---          ---           173         ---        173
 3 for 2 stock split                  7,286,707      7,287     (7,287)       ---          ---           ---         ---        ---
 Cash paid for fractional
  shares at time of split                   ---        ---         (4)       ---          ---           ---         ---         (4)
----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997         21,860,511    $21,861   $  2,323   $137,457     $ (5,033)        $ (58)   $(29,027)  $127,523
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.

                                      24

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                         --------------------------------------
(DOLLARS IN THOUSANDS)                                                      1997           1996           1995
---------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>            <C>
Operating Activities:
 Income from continuing operations                                       $25,894        $21,301        $16,701
 Adjustments:
  Depreciation and amortization                                            8,283          7,405          6,840
  Provision for uncollectible accounts                                       307            312            244
  Amortization of stock compensation                                         173            386            408
  Gain on fixed asset disposals                                               (1)           (11)           (59)
  Provision (benefit) for deferred income taxes                               18         (3,381)        (1,351)
  Decrease (increase) in:
   Accounts receivable-net                                                (8,289)        (2,721)        (3,649)
   Inventories                                                              (105)        (1,492)          (710)
   Prepaid expenses and other current assets                                (327)          (883)          (355)
   Other assets                                                             (611)          (540)          (518)
  Increase (decrease) in:
   Accounts payable                                                        2,559           (116)         2,332
   Product warranty program reserves                                       1,973          3,259          3,764
   Income taxes payable                                                     (848)         1,754          1,224
   Accrued liabilities                                                     2,279          3,504            511
   Other liabilities                                                       2,886            713          1,647
---------------------------------------------------------------------------------------------------------------
     Net cash provided by continuing operations                           34,191         29,490         27,029
---------------------------------------------------------------------------------------------------------------
 Income (loss) from discontinued operations                                  ---             16         (1,258)
 Income (loss) on disposal of discontinued operations                        319           (879)           ---
 Net items providing cash from (used in) discontinued operations             ---           (269)         4,630
---------------------------------------------------------------------------------------------------------------
     Net cash provided by (used in) discontinued operations                  319         (1,132)         3,372
---------------------------------------------------------------------------------------------------------------
  Net cash provided by all operating activities                           34,510         28,358         30,401
---------------------------------------------------------------------------------------------------------------
Investing Activities:
 Additions to property, plant and equipment                              (11,811)        (9,059)        (6,755)
 Acquisition of business                                                     ---         (8,255)          ---
 Net proceeds from disposition of net assets
  of discontinued operations                                                 254         23,631           ---
 Other cash receipts-net                                                      79             73          1,465
---------------------------------------------------------------------------------------------------------------
  Net cash provided by (used in) investing activities                    (11,478)         6,390         (5,290)
---------------------------------------------------------------------------------------------------------------
Financing Activities:
 Borrowings under lines of credit-net                                        ---            ---           (239)
 Payments on long-term debt                                                  (69)           (97)       (16,693)
 Dividends paid                                                           (4,060)        (3,512)        (2,899)
 Proceeds from exercise of stock options                                   1,882          1,627            553
 Purchase of treasury stock                                              (28,056)        (1,767)            ---
 Other cash disbursements-net                                                 (4)            (4)            (1)
---------------------------------------------------------------------------------------------------------------
  Net cash used in financing activities                                  (30,307)        (3,753)       (19,279)
---------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes                                           (2,763)          (818)           849
---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                     (10,038)        30,177          6,681
Cash and cash equivalents at beginning of year                            53,304         23,127         16,446
---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                 $43,266        $53,304        $23,127
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
</TABLE>

Supplemental disclosure of interest and income taxes paid and noncash 
investing and financing activities:  
  Interest paid in 1997, 1996 and 1995 was $108,000, $107,000 and $2,484,000, 
  respectively.  Income taxes paid in 1997, 1996 and 1995 were $16,364,000, 
  $9,615,000 and $9,235,000, respectively.  In 1995 additional common stock 
  was issued upon the conversion of $6,250,000 of long-term debt.

SEE ACCOMPANYING NOTES.

                                                                             25

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the accounts 
of Wynn's International, Inc. ("Wynn's" or the "Company") and its 
wholly-owned subsidiaries and one majority-owned subsidiary.  All significant 
intercompany transactions have been eliminated.  Certain reclassifications 
have been made to the prior years' amounts to conform with the 1997 
presentation.  On May 23, 1996, the Company sold the principal operating 
assets of Wynn's Climate Systems, Inc. ("WCS"), a manufacturer and marketer 
of automotive air conditioning systems and components.  The results of 
operations for WCS and the income (loss) on disposal of WCS' principal net 
operating assets have been classified on the statements of income as 
discontinued operations.  At December 31, 1997 the remaining net reserves 
attributable to the sale of WCS' assets were not significant.  All years 
presented have been recast to reflect the effect of the discontinued 
operations.

   The preparation of financial statements in conformity with generally 
accepted accounting principles requires the use of estimates and assumptions 
that affect the amounts reported in the financial statements and accompanying 
notes.  Actual results could differ from those estimates. 

STOCK SPLITS

   The Company effected a 3 for 2 stock split in the fourth quarter of 1997 
and similar 3 for 2 stock splits in the fourth quarters of 1996 and 1995.  
Share amounts presented in the Consolidated Balance Sheets and Consolidated 
Statements of Stockholders' Equity reflect the actual share amounts 
outstanding for each period presented.  All references elsewhere in the 
financial statements to share and per share amounts have been restated 
retroactively for the three stock splits.  See Note 2.

EARNINGS PER SHARE

   During 1997, the Company adopted Statement of Financial Accounting 
Standards No. 128, Earnings per Share.  In accordance with Statement 128, 
basic earnings per share is computed by dividing net income by the weighted 
average number of shares outstanding during the year.  Diluted earnings per 
share is calculated by dividing net income (adjusted for the interest in 1995 
on the convertible debt) by the weighted average number of diluted shares 
outstanding during the year, and assumes the conversion in 1995 of the 
convertible debt and the exercise of stock options.  The weighted average 
number of shares outstanding used to calculate earnings per share in 1997, 
1996 and 1995 for basic purposes were 19,649,234, 20,462,702 and 20,059,265, 
respectively, and for diluted purposes were 20,304,933, 21,116,739 and 
20,735,385, respectively.  (See Note 2 for a discussion of the stock splits 
effected in 1997, 1996 and 1995.)

CASH AND CASH EQUIVALENTS

   The Company's policy is to invest cash in excess of operating requirements 
in short-term interest bearing investments.  Cash equivalents of $39,368,000 
in 1997 and $50,344,000 in 1996 include commercial paper, guaranteed 
investment contracts, certificates of deposit, municipal securities and money 
market accounts which have maturities of three months or less when purchased 
and are stated at cost, which approximates fair market value. 

CONCENTRATIONS OF CREDIT RISK

   The Company places its temporary cash investments in high credit quality 
financial institutions and investment grade short-term investments and limits 
the amount of credit exposure to any one entity.  Substantially all of the 
Company's accounts receivable are due from customers in the original 
equipment and aftermarket automotive industries, both in the U.S. and 
internationally. The Company performs periodic credit evaluations of its 
customers and generally does not require collateral.  The Company does not 
believe significant credit risks exist at December 31, 1997 with respect to 
its temporary cash investments or accounts receivable.

INVENTORIES

   Inventories are stated at the lower of cost (principally first-in, first-
out) or market.

DEPRECIATION

   Depreciation and amortization of property, plant and equipment are
calculated principally using the straight-line method over the estimated useful
lives of the respective assets (see Note 7).

COSTS IN EXCESS OF FAIR VALUE OF NET ASSETS OF BUSINESSES ACQUIRED

   Costs in excess of fair value of net assets of businesses acquired are
amortized using the straight-line method over a period of ten to forty years.

                                      26

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       
                                       
LONG-LIVED ASSETS

   The Company reviews long-lived assets and certain identifiable intangibles
held and used by the Company for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  Based upon the Company's analysis, the Company believes that no
impairment of the carrying value of its long-lived assets existed at December
31, 1997.

INCOME TAXES

   The Company provides for income taxes utilizing the liability method and
provides taxes on the undistributed earnings of all foreign subsidiaries.

OTHER LIABILITIES

   Noncurrent other liabilities consist primarily of accrued reserves for
environmental matters, pension liabilities and post employment benefits.  Total
noncurrent reserves for environmental matters at December 31, 1997 are $7.9
million.  (See Note 10 for a discussion of contingencies.)

FOREIGN CURRENCY TRANSLATION

   Gains and losses resulting from balance sheet translation of foreign
operations where a foreign currency is the functional currency are included as
a separate component of stockholders' equity.

FOREIGN EXCHANGE CONTRACTS

   The Company enters into foreign exchange contracts to hedge certain
intercompany transactions with its foreign subsidiaries. These contracts reduce
currency risk from exchange rate movements.  Gains and losses are deferred and
accounted for as part of the underlying transactions.  The contractual amounts
and related deferred gains and losses from these contracts are immaterial.

STOCK-BASED COMPENSATION

   The Company accounts for stock-based compensation using the intrinsic value
method.  Accordingly, compensation cost for stock options is measured as the
excess, if any, of the quoted market price of the Company's stock at the date
of the grant over the amount an employee must pay to acquire the stock.
Compensation cost for performance shares is recorded over the vesting period
from the date the underlying stock options are exercised based on the fair
market value of the Company's stock on the option exercise date.

2.  DISCONTINUED OPERATIONS; ACQUISITION; STOCK SPLITS

DISCONTINUED OPERATIONS

   On May 23, 1996, the Company sold the principal operating assets of Wynn's
Climate Systems, Inc.  The assets acquired by the buyer included substantially
all of WCS' property, plant and equipment and its intellectual property.  The
buyer assumed certain liabilities, contracts and leases of WCS.  The buyer
entered into a consignment agreement to sell, on a reasonable best-efforts
basis, WCS' inventory during the twelve months ended May 22, 1997 and to
collect on behalf of WCS all outstanding accounts receivable.  As of December
31, 1997, the Company has received from all sources approximately $29.5 million
from the transaction.

   Revenues from discontinued operations for the period January 1 to May 23,
1996 and for the twelve months ended December 31, 1995 were $20,353,000 and
$41,203,000, respectively.

ACQUISITION

   On September 30, 1996, the Company purchased substantially all of the assets
of the automotive plastics business of Lawson Mardon Wheaton Inc.  The purchase
price was $8,255,000.  The acquisition has been accounted for using the
purchase method of accounting.  The business is located in Springfield,
Kentucky and manufactures plastic seals for automotive original equipment
manufacturers and Tier 1 suppliers.  The business had annual sales of
approximately $14 million.  Operating results from the business are included in
the Automotive and Industrial Components Division beginning in the fourth
quarter of 1996.

STOCK SPLITS

   On December 10, 1997, the Board of Directors authorized a 3 for 2 stock
split effected in the form of a stock dividend payable to stockholders of
record on December 22, 1997.  Previously, on December 11, 1996 and November 29,
1995, the Board of Directors authorized 3 for 2 stock splits also effected in
the form of stock dividends payable to stockholders of record on December 23,
1996 and December 15, 1995.  Share amounts presented in the Consolidated
Balance Sheets and Consolidated Statements of Stockholders' Equity reflect the
actual share amounts outstanding for each period presented.  All references
elsewhere in the


                                                                             27

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.  DISCONTINUED OPERATIONS; ACQUISITION; STOCK SPLITS (CONTINUED)

Consolidated Financial Statements, Notes to Consolidated Financial Statements,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and Selected Financial Data to average number of shares outstanding
and related prices, per share amounts and stock option plan data have been
restated retroactively to reflect the three stock splits.

3.  FOREIGN OPERATIONS

   Condensed combined financial information of Wynn's foreign subsidiaries (the
operations of which are located in Australia, Belgium, Canada, France, Germany,
Holland, Mexico, New Zealand, South Africa, Spain, United Kingdom and
Venezuela) at December 31, 1997 and 1996 and for the three years ended December
31, 1997 before eliminations of intercompany balances and profits and any
provision for taxes on repatriation of foreign earnings, is as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)                                               1997           1996
--------------------------------------------------------------------------------
<S>                                                       <C>            <C>
Assets:
 Current assets                                           $47,289        $44,099
 Property, plant and equipment                              4,856          5,055
 Other noncurrent assets                                    2,822          2,983
--------------------------------------------------------------------------------
                                                          $54,967        $52,137
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Liabilities and stockholders' equity:
 Current liabilities                                      $22,392        $21,115
 Deferred taxes based on income                               659            689
 Stockholders' equity                                      31,916         30,333
--------------------------------------------------------------------------------
                                                          $54,967        $52,137
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<CAPTION>
(IN THOUSANDS)                               1997           1996           1995
--------------------------------------------------------------------------------
<S>                                        <C>            <C>            <C>
Net sales                                  $96,184        $93,949        $91,946
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net income                                 $ 6,508        $ 5,357        $ 4,941
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>

   Transaction gains and losses resulting from changes in foreign currency
exchange rates have been charged to operations and are immaterial.

   4. INVENTORIES

   Inventories consist of the following at December 31, 1997 and 1996:

<TABLE>
<CAPTION>
(IN THOUSANDS)                                               1997           1996
--------------------------------------------------------------------------------
<S>                                                       <C>            <C>
Finished goods                                            $19,821        $19,789
Raw materials and work in process                          11,224         11,151
--------------------------------------------------------------------------------
                                                          $31,045        $30,940
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>

5.  TAXES BASED ON INCOME

   The provision for taxes based on income from continuing operations consists
of the following elements for the three years ended December 31, 1997:

<TABLE>
<CAPTION>
(IN THOUSANDS)                                1997           1996           1995
--------------------------------------------------------------------------------
<S>                                        <C>            <C>           <C>
Current:
 Federal                                   $11,137        $ 9,535       $  7,653
 State                                       1,714          1,488          1,412
 Foreign                                     3,691          3,845          3,897
--------------------------------------------------------------------------------
 Total current                              16,542         14,868         12,962
--------------------------------------------------------------------------------
Deferred:
 Federal                                    (1,133)          (650)        (2,154)
 State                                        (120)          (373)          (502)
 Foreign                                        50         (1,228)          (507)
--------------------------------------------------------------------------------
 Total deferred                             (1,203)        (2,251)        (3,163)
--------------------------------------------------------------------------------
Total                                      $15,339        $12,617       $  9,799
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>

   Pretax income from continuing operations for domestic and foreign operations
for the three years ended December 31, 1997 is as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)                                1997           1996           1995
--------------------------------------------------------------------------------
<S>                                        <C>            <C>           <C>
Domestic                                    $32,369        $26,444       $18,450
Foreign                                       8,864          7,474         8,050
--------------------------------------------------------------------------------
                                            $41,233        $33,918       $26,500
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>

   A reconciliation of the statutory federal income tax rate to the effective 
tax rate, as a percentage of income from continuing operations before taxes 
based on income for the three years ended December 31, 1997, follows:

<TABLE>
<CAPTION>
                                             1997           1996           1995
--------------------------------------------------------------------------------
<S>                                          <C>            <C>            <C>
Statutory federal income
 tax rate                                    35.0%          35.0%          35.0%
State taxes, net of federal
 tax benefit                                  2.5            2.1            2.2
Other-net                                    (0.3)           0.1           (0.2)
--------------------------------------------------------------------------------
Effective tax rate                           37.2%          37.2%          37.0%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>

                                      28

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   At December 31, 1997, the Company had the following carryforwards for tax
purposes available for future utilization with the indicated expiration periods
(in thousands):

<TABLE>
<CAPTION>
                                                     FOREIGN NET 
 YEAR                                              OPERATING LOSS
-------------------------------------------------------------------------------
<S>                                                <C>
 2001                                                      $   34
 2002                                                          61
 2003                                                          39
 2004                                                          37
 2005                                                          74
 2006                                                          46
 2007                                                           1
 Unlimited                                                  1,107
-------------------------------------------------------------------------------
                                                           $1,399
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>

   A valuation allowance of $1,613,000 has been recognized to offset these 
and other deferred tax assets. The valuation allowance against deferred tax 
assets decreased by $4,000 during 1997 due to a net decrease in tax attribute 
carryovers.

   Significant components of the Company's deferred tax assets and 
liabilities as of December 31, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)                                             1997           1996
-------------------------------------------------------------------------------
<S>                                                    <C>            <C>
Deferred tax liabilities:
 Foreign earnings                                      $  2,019       $  2,031
 Accelerated depreciation
   and amortization                                       3,166          2,878
 Pension plan                                             1,260          1,160
 Other                                                    3,525          3,780
-------------------------------------------------------------------------------
Total deferred tax liabilities                            9,970          9,849
-------------------------------------------------------------------------------
Deferred tax assets:
 Accrued expenses                                        13,733         12,053
 Inventory valuation                                        834          2,295
 Tax attributes carryover                                 1,399          1,403
-------------------------------------------------------------------------------
Subtotal                                                 15,966         15,751
 Valuation allowances                                    (1,613)        (1,617)
-------------------------------------------------------------------------------
Total deferred tax assets                                14,353         14,134
-------------------------------------------------------------------------------
Net deferred tax assets                                $  4,383       $  4,285
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>

   The provisions (benefits) for income taxes for discontinued operations in 
1996 differ from those amounts computed by applying the statutory federal 
income tax rates due principally to deductible goodwill and federal tax 
credits.

   6. LINES OF CREDIT

   The Company has two domestic committed unsecured lines of credit for $15.0
million each which permit borrowings through June 2000 and various domestic and
foreign uncommitted credit lines.  The lines provide for borrowings at interest
rates of prime (8.5% at December 31, 1997) and/or various other prevailing
rates.  One of the domestic committed credit lines also includes a $4.0 million
unsecured multicurrency and trade finance facility which provides for standby
and commercial letters of credit.  The Company is required to pay a commitment
fee varying from 0.125% to 0.15% per annum on its committed lines of credit.
At December 31, 1997, the Company had no outstanding amounts under any of these
lines of credit.

7. PROPERTY, PLANT AND EQUIPMENT

   Property, plant and equipment consists of the following at December 31, 1997
and 1996:

<TABLE>
<CAPTION>
(IN THOUSANDS)                                              1997           1996
-------------------------------------------------------------------------------
<S>                                                     <C>            <C>
Land and land improvements                              $  1,500       $  1,495
Buildings                                                 23,664         21,256
Leasehold improvements                                       641            703
Equipment, furniture and fixtures                         72,314         65,653
-------------------------------------------------------------------------------
                                                          98,119         89,107
Less accumulated depreciation
 and amortization                                        (49,778)       (44,388)
-------------------------------------------------------------------------------
                                                         $48,341        $44,719
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>

   Estimated useful lives used to calculate depreciation and amortization of
property, plant and equipment are as follows:

<TABLE>
<S>                                                 <C>
Land improvements                                   10 - 20 years
Buildings                                           10 - 40 years
Leasehold improvements                               2 - 10 years
Equipment, furniture and fixtures                    3 - 10 years
</TABLE>

8. RETIREMENT PLANS

   Wynn's and its domestic subsidiaries have four qualified defined benefit 
retirement plans, which cover substantially all of their U.S. employees. One 
plan is a compulsory noncontributory defined benefit pension plan that covers 
the employees of the parent company and two domestic subsidiaries. Another 
plan is a contributory defined benefit plan that covers the salaried 
employees of one domestic subsidiary. Two other plans, which were 
collectively bargained with the

                                                                             29

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.  RETIREMENT PLANS (CONTINUED)

unions, cover hourly employees of one domestic subsidiary. Substantially all 
domestic employees are eligible to participate in one of the plans. Benefits 
under these plans are based on employees' earnings and length of service with 
the Company. The funding policy for these plans is to make the annual 
contribution required by applicable regulations, which are intended to 
provide only for benefits attributed to service-to-date.

   Net periodic pension costs (income) for the three years ended December 31, 
1997 included the following components:

<TABLE>
<CAPTION>
(IN THOUSANDS)                              1997           1996           1995
-------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>
Service cost-benefits
 earned during the
 period                                  $   766         $  808        $   707
Interest cost on projected
 benefit obligation                        1,503          1,464          1,310
Actual return on assets                   (5,958)        (3,642)        (4,496)
Net amortization and
 deferral                                  3,555          1,473          2,609
-------------------------------------------------------------------------------
                                         $  (134)        $  103        $   130
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>

   The above table includes net periodic pension costs charged to discontinued
operations of $56,000 and $164,000 in 1996 and 1995, respectively.

   All of the pension plans have plan assets that exceed accumulated benefit
obligations.  Plan assets include government bonds and securities, money market
accounts, mutual funds, corporate bonds and corporate stocks.  The following
table sets forth the plans' funded status and amounts recognized in the
Company's consolidated balance sheets at December 31, 1997 and 1996 for its
U.S. pension plans:

<TABLE>
<CAPTION>
(IN THOUSANDS)                                              1997           1996
-------------------------------------------------------------------------------
<S>                                                     <C>            <C>
Actuarial present value of
 benefit obligations:
   Vested benefit obligation                            $(18,116)      $(16,985)
-------------------------------------------------------------------------------
   Accumulated benefit
     obligation                                         $(19,079)      $(17,893)
-------------------------------------------------------------------------------
Projected benefit obligation                            $(22,397)      $(20,421)
Plan assets at fair market value                          29,542         25,049
-------------------------------------------------------------------------------
Plan assets in excess of projected
 benefit obligation                                        7,145          4,628
Unrecognized transition assets
 amortized over various
 periods of time                                            (890)        (1,138)
Unrecognized prior service cost                            1,248          1,330
Unrecognized net gain                                     (4,470)        (2,029)
-------------------------------------------------------------------------------
Prepaid pension cost                                    $  3,033       $  2,791
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>

   Assumptions used as of December 31, 1997, 1996 and 1995 were:

<TABLE>
<CAPTION>
                                             1997           1996           1995
-------------------------------------------------------------------------------
<S>                                          <C>            <C>            <C>
Discount or settlement rate                  7.25%          7.5%           7.5%
Rate of increase in
 compensation level                           5.0%          5.0%           5.0%
Expected long-term rate
 of return on assets                          9.0%          9.0%           9.0%
</TABLE>

   Non-U.S. employees are generally enrolled in pension plans in their 
country of domicile.  The effect of the Company's foreign plans is considered 
to be immaterial and has not been included in the above tables.  Applicable 
expenses for these plans have been included in consolidated net income.  The 
Company believes that these plans are adequately funded in accordance with 
local actuarial principles and laws.

   The Company has a defined contribution plan for all full-time U.S. based 
employees with at least 12 months of consecutive service.  Eligible employees 
are entitled to contribute from 1% to 10% of their base pay into an 
investment trust, and the Company matches, at the rate of $.50 for each $1.00 
contributed, up to 3% of the employee's base pay.  In addition, eligible 
employees at December 31 each year receive an additional 1% of their base pay 
contributed by the Company into the plan.  The Company's total contributions 
into this plan for 1997, 1996 and 1995 were $443,000, $408,000 and $370,000, 
respectively.

   The Company provides postretirement medical benefits for certain retired 
employees at the U.S. operations of Wynn's-Precision, Inc.  At January 1, 
1993, the accumulated postretirement benefit obligation (before tax benefit) 
was $3.2 million, which the Company elected to amortize over 20 years as part 
of the annual benefit cost.  The net periodic postretirement benefit costs 
were $145,000, $124,000 and $153,000 in 1997, 1996 and 1995, respectively.  
The Company does not prefund this benefit program.  No additional benefits 
are being earned with respect to this program by any active employees.  The 
following table sets forth the program's status and amounts recognized in the 
Company's consolidated balance sheets at December 31, 1997 and 1996:

                                      30

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
(IN THOUSANDS)                                              1997           1996
-------------------------------------------------------------------------------
<S>                                                      <C>            <C>
Unfunded accumulated post-
 retirement benefit obligation                           $(1,436)       $(1,519)
Unrecognized net gain (resulting
 from reduction in estimated
 health care cost trend rates)                            (1,453)        (1,506)
Unrecognized net transition
 obligation                                                2,400          2,560
-------------------------------------------------------------------------------
Accrued postretirement benefit cost                      $  (489)       $  (465)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>

   The weighted average discount rates used to determine the accumulated 
postretirement benefit obligation for 1997 and 1996 were 7.25% and 7.5%, 
respectively.  The assumed annual health care cost trend rate was 8.5% for 
1998, gradually decreasing to 4.5% in 2006 and remaining at that level 
thereafter.  If the health care cost trend rate were increased 1%, the 
accumulated postretirement benefit obligation would increase $68,000 and the 
aggregate of the service and interest cost components of the net periodic 
postretirement benefit cost would increase $5,000.

9. COMMITMENTS

   Wynn's rents certain facilities and equipment under various noncancelable
operating leases. Rental commitments under these leases, exclusive of property
taxes and insurance, are as follows:

<TABLE>
<CAPTION>
 YEAR                                              (IN THOUSANDS)
-------------------------------------------------------------------------------
<S>                                                <C>
 1998                                                      $1,628
 1999                                                       1,216
 2000                                                         702
 2001                                                         443
 2002                                                         168
 2003 and after                                               117
-------------------------------------------------------------------------------
     Total                                                 $4,274
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>

   Rental expenses for all operating leases were $2,296,000 in 1997 
($2,236,000 in 1996 and $2,027,000 in 1995).

10. CONTINGENCIES

   Various claims and actions, considered normal to the Company's business, 
have been asserted and are pending against the Company and its subsidiaries. 
The Company believes that such claims and actions should not have any 
material adverse effect upon the consolidated results of operations, cash 
flows, or the financial position of the Company based upon information 
presently known to the Company.

   The Company is also involved in certain proceedings and potential 
proceedings relating to environmental matters.  At December 31, 1997, 
included in current other accrued liabilities and noncurrent other 
liabilities are consolidated accrued reserves of approximately $9.2 million 
relating to environmental matters.  In establishing such reserves, the 
Company evaluates to the extent known for each matter the nature and extent 
of the underlying contamination, the estimated cost of the likely remedy, the 
number and financial strength of other potentially responsible parties, and 
the evidence against the various potentially responsible parties.  During 
this evaluation process, the Company makes its best estimate of its likely 
exposure with respect to each matter based on information known to the 
Company at that time. Such estimates may involve a range of exposures for 
each matter.  The Company provides aggregate reserves for no less than the 
minimum amount of the aggregate range of outcomes established by the Company.

   The Company lacks sufficient information at this time to provide an 
estimate of its "reasonably possible" (as such term is defined in Statement 
of Financial Accounting Standards No. 5) potential liability from all 
environmental matters. In establishing reserves for environmental matters, 
the Company assumes that it has appropriately evaluated key factors, such as 
expected remedy costs, the likely degree of responsibility and ability to pay 
of other potentially responsible parties, and the Company's probable 
allocable share.  It is reasonably possible that regulatory or technical 
developments or subsequently developed information could cause the Company to 
reevaluate its present range of outcomes and to record additional liabilities 
for existing environmental matters.  However, based upon information 
presently known to the Company, the Company believes that any such additional 
liabilities should not materially affect the Company's consolidated annual 
results of operations, cash flows, or financial position.

11. STOCK PLANS

   The Company has two stock-based plans pursuant to which current grants of 
options to purchase common stock of Wynn's may be made.  The Stock-Based 
Incentive Award Plan ("1989 Plan") authorizes the grant of nonqualified stock 
options, incentive stock options, stock appreciation rights, restricted stock 
and performance shares to officers and key employees of the Company.  The 
Non-Employee Directors' Stock Option Plan ("1994 Plan") provides for the 
grant of

                                                                             31

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11.  STOCK PLANS (CONTINUED)

nonqualified stock options to non-employee directors of the Company.  In
addition, the 1982 Incentive Stock Option Plan ("1982 Plan"), which expired in
April 1992, authorized the grant of incentive stock options.  Under the 1982
Plan, the aggregate number of options granted could not exceed 1,012,500
shares.  Under the 1989 and 1994 Plans, the aggregate number of stock related
awards may not exceed 2,039,062 shares.  At December 31, 1997, the aggregate
number of options available for future grants was 360,215.  All options granted
under the three plans have been made at prices not less than 100 percent of the
fair market value of the stock at the date of grant.  Options granted under the
three plans are exercisable at various dates over a ten-year period.  However,
under the three plans, no options may be exercised until at least one year
after the date of grant.

   During 1996, 11,250 shares of restricted stock were awarded under the 1989 
Plan.  The restricted stock award vested over a one-year period.  Recipients 
of restricted stock grants are entitled to cash dividends and voting rights 
on their respective shares.  Restrictions limit the sale or transfer of 
shares during the vesting period.  Unearned compensation of $152,000 was 
recorded at the date of the award in 1996 based on the market value of 
shares.  Unearned compensation was amortized to expense over the vesting 
period.

   The Company grants performance shares in connection with certain stock 
options granted to officers and other key employees.  Performance shares are 
issuable to recipients of these grants who exercise the underlying stock 
options, hold the shares of stock received for a three-year vesting period 
and remain continuously employed by the Company during the vesting period.  
The Company records unearned compensation at the date of exercise of the 
underlying stock options based on the market value of the performance shares. 
Unearned compensation is amortized to expense over the three-year vesting 
period.

   During 1997, 14,100 performance shares were granted under the 1989 Plan.  
At December 31, 1997, grants for 86,079 performance shares were outstanding, 
including 7,115 shares pending issuance based on satisfaction of vesting 
requirements.  No shares of the Company's common stock have been issued 
pursuant to performance share grants.  No stock appreciation rights were 
outstanding at December 31, 1997.  The following tabulation summarizes 
certain information related to options for common stock:

<TABLE>
<CAPTION>
                                                                  WEIGHTED
                                                                   AVERAGE
                                                                  EXERCISE
                                                 OPTIONS            PRICE
--------------------------------------------------------------------------
<S>                                            <C>               <C>
Outstanding options at
 January 1, 1995                               1,547,607            $ 4.72
Granted during the year                           97,875              6.32
Surrendered, forfeited or expired                (29,870)             4.75
Exercised                                       (107,662)             5.14
--------------------------------------------------------------------------
Outstanding at December 31, 1995               1,507,950              4.80

Granted during the year                          137,250             10.68
Surrendered, forfeited or expired                (41,516)             8.47
Exercised                                       (258,971)             5.23
--------------------------------------------------------------------------
Outstanding at December 31, 1996               1,344,713              5.20

Granted during the year                           80,625             13.74
Surrendered, forfeited or expired                (17,063)            13.22
Exercised                                       (398,764)             3.95
--------------------------------------------------------------------------
Outstanding at December 31, 1997               1,009,511            $ 6.24
--------------------------------------------------------------------------
--------------------------------------------------------------------------
</TABLE>

   Exercisable options outstanding at December 31, 1997, 1996 and 1995 and 
the related weighted average exercise prices were 866,784, 1,136,663 and 
1,277,926 and $5.50, $4.56 and $4.54, respectively.

   The following tabulation summarizes certain information concerning 
outstanding and exercisable options at December 31, 1997:

<TABLE>
<CAPTION>
                                            RANGE OF EXERCISE PRICES
--------------------------------------------------------------------------
                                       $3.46          $5.35          $9.72
                                         to             to            to 
                                       $4.87          $6.89         $16.00
--------------------------------------------------------------------------
<S>                                  <C>            <C>            <C>
Outstanding options:
 Number outstanding                  354,376        479,635        175,500
 Weighted average
   exercise price                      $3.65          $6.07         $11.94
 Weighted average
   remaining contractual
   life in years                         3.1            5.3            8.7
Exercisable options:
 Number exercisable                  354,376        435,236         77,172
 Weighted average
   exercise price                      $3.65          $6.05         $10.91
</TABLE>

   If the Company had elected to recognize compensation cost based on the fair
value of the options


                                      32

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


granted at the grant date, net income and earnings per share would have been
reduced to the pro forma amounts shown below:

<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)                           1997           1996           1995
--------------------------------------------------------------------------------
<S>                                        <C>            <C>            <C>
Pro forma:
 Net income                                $25,913        $20,266        $15,328
 Earnings per share:
   Basic                                     $1.32           $.99           $.76
   Diluted                                   $1.28           $.96           $.74
</TABLE>

   The fair value of each option grant was estimated on the date of grant using
the Black-Scholes option pricing model using the following weighted average
assumptions:

<TABLE>
<CAPTION>
                                             1997           1996           1995
--------------------------------------------------------------------------------
<S>                                          <C>            <C>            <C>
Risk free interest rate                      6.22%          5.38%          7.23%
Expected life in years                       4.5            4.5            4.5
Expected volatility                           .276           .274           .289
Expected dividend yield                      1.56%          1.70%          2.44%
</TABLE>

   The weighted average fair value of options granted during 1997, 1996 and 
1995 was $3.98, $2.91 and $1.81 per share, respectively.

   The Company has an Employee Stock Purchase Plan (the "Plan") under which 
there are authorized and available for sale to employees, at a 15% discount, 
an aggregate of 1,350,000 shares of the Company's common stock.  For the Plan 
year ended December 31, 1997, 37,545 shares were issued at $11.95 per share 
in January 1998.  At December 31, 1997, 1,222,677 shares were available under 
the Plan for future sales to employees.

12. SHAREHOLDER RIGHTS PLAN

   In March 1989, the Board of Directors adopted a Shareholder Rights Plan. 
The plan provides for a dividend distribution of rights (the "Rights") with 
respect to outstanding shares of common stock of the Company issued prior to 
the earliest of March 3, 1999, the redemption date of the Rights or certain 
takeover events.  In the event the Company is acquired under certain 
circumstances in a merger in which the Company is not the surviving 
corporation, the Rights become rights to purchase the acquiring company's 
common stock at a 50% discount (the "flip-over feature").  In the event of 
certain acquisitions of 25% or more of the Company's common stock, the Rights 
become rights to purchase the Company's common stock at a 50% discount (the 
"flip-in feature").  The flip-in feature does not apply to tender or exchange 
offers for all outstanding common stock determined by nonmanagement directors 
of the Company to be fair and in the best interests of the Company and its 
stockholders (a "Qualified Offer").  The flip-over feature does not apply to 
a merger following a Qualified Offer which provided the same or a higher 
value to the remaining stockholders.  The Rights may be redeemed by the 
Company at a nominal price under certain circumstances.  The Rights will 
expire on March 3, 1999 or on such later date to which the Rights may be 
extended by the Company, unless earlier redeemed.

13. BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION

   Wynn's operations are principally in two industry segments:  Automotive 
and Industrial Components, and Specialty Chemicals.  Operations in the 
Automotive and Industrial Components segment involve the manufacturing and 
marketing of O-rings and other static and dynamic seals principally for the 
automotive industry.  In addition, Wynn's operations in the Builders Hardware 
industry, which are not significant, are included in the Automotive and 
Industrial Components segment.  Operations in the Specialty Chemicals 
industry involve the development, production and marketing of a wide variety 
of car care products, automotive chemicals for the consumer, specialty 
chemicals and equipment for professional automotive service centers and 
product warranty programs for automotive dealerships, as well as industrial 
coolants, specialty fluids and cutting fluids used in metal-working. Product 
sales in the Specialty Chemicals Division are made primarily through domestic 
and foreign distributors.

   Industry segment net sales include sales to unaffiliated customers. 
Operating profit from segments represents net sales less operating expenses 
before income taxes.  Corporate expenses include normal corporate items.

   Identifiable assets are those assets of Wynn's that are used in the 
operations of each industry segment.  Corporate assets are principally cash 
and cash equivalents, prepaid expenses and other receivables.  Intercompany 
loans and advances and the related accrued interest thereon are excluded from 
identifiable assets.

   Sales to the largest customer of the Automotive and Industrial Components 
segment were 10.1% of consolidated net sales during 1997 (10.1% in 1996 and 
11.2% in 1995).

                                                                            33

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13. BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
SUMMARY BY INDUSTRY SEGMENTS                                                    YEAR ENDED DECEMBER 31
-----------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                               1997           1996           1995           1994           1993
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>            <C>            <C>
NET SALES
Automotive and Industrial Components                     $168,266       $140,513       $130,411       $123,792       $103,204
Specialty Chemicals                                       152,687        148,018        132,173        110,867         98,318
-----------------------------------------------------------------------------------------------------------------------------
 Total net sales                                         $320,953       $288,531       $262,584       $234,659       $201,522
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
OPERATING PROFIT
Automotive and Industrial Components                     $ 26,408       $ 23,124       $ 21,828       $ 19,799       $ 12,466
Specialty Chemicals                                        19,490         15,627         11,526          8,501          5,953
-----------------------------------------------------------------------------------------------------------------------------
Total operating profit of segments                         45,898         38,751         33,354         28,300         18,419
Corporate expenses                                         (6,031)        (5,824)        (5,996)        (5,412)        (3,482)
Corporate interest income                                   1,603          1,208            492            320            366
Interest expense                                             (237)          (217)        (1,350)        (2,365)        (2,976)
-----------------------------------------------------------------------------------------------------------------------------
 Income from continuing operations
  before taxes based on income                           $ 41,233       $ 33,918       $ 26,500       $ 20,843       $ 12,327
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
Automotive and Industrial Components                     $ 91,478       $ 87,859       $ 71,927       $ 69,955       $ 59,147
Specialty Chemicals                                        75,500         68,118         62,770         53,837         49,371
-----------------------------------------------------------------------------------------------------------------------------
Identifiable assets of segments                           166,978        155,977        134,697        123,792        108,518
Corporate assets                                           40,113         48,874         19,509         18,665         23,157
Discontinued operations                                      ----            254         23,616         34,015         36,124
-----------------------------------------------------------------------------------------------------------------------------
 Total assets                                            $207,091       $205,105       $177,822       $176,472       $167,799
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
DEPRECIATION AND AMORTIZATION
Automotive and Industrial Components                     $  6,562       $  5,628       $  5,098       $  4,380       $  3,937
Specialty Chemicals                                         1,681          1,743          1,705          1,679          1,656
Corporate                                                      40             34             37             31             36
-----------------------------------------------------------------------------------------------------------------------------
 Total depreciation and amortization                     $  8,283       $  7,405       $  6,840       $  6,090       $  5,629
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
Automotive and Industrial Components                     $  9,896       $  7,515       $  5,291       $  9,780       $  4,365
Specialty Chemicals                                         1,850          1,527          1,409          1,759            921
Corporate                                                      65             17             55             37             17
-----------------------------------------------------------------------------------------------------------------------------
 Total capital expenditures                              $ 11,811       $  9,059       $  6,755       $ 11,576       $  5,303
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      34

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13. BUSINESS SEGMENT AND GEOGRAPHICAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
SUMMARY BY GEOGRAPHICAL AREAS                                                   YEAR ENDED DECEMBER 31
-----------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                               1997           1996           1995           1994           1993
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>            <C>            <C>
NET SALES
United States:
 Sales to unaffiliated customers                         $224,769       $194,582       $170,638       $152,920       $125,180
 Intercompany sales between
  geographical areas                                        4,999          3,846          3,855          3,802          3,730
Europe:
 Sales to unaffiliated customers                           58,699         59,352         57,985         48,304         44,707
 Intercompany sales between
  geographical areas                                          475            514            485            529            376
Other foreign:
 Sales to unaffiliated customers                           37,485         34,597         33,961         33,435         31,635
 Intercompany sales between
  geographical areas                                        1,955          2,064          1,418          1,239            832
Eliminate intercompany sales                               (7,429)        (6,424)        (5,758)        (5,570)        (4,938)
-----------------------------------------------------------------------------------------------------------------------------
  Total net sales                                        $320,953       $288,531       $262,584       $234,659       $201,522
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------

OPERATING PROFIT
United States                                            $ 33,912       $ 27,472       $ 22,233       $ 20,097       $ 12,047
Europe                                                      5,688          5,286          5,433          3,704          2,610
Other foreign                                               6,329          5,984          5,678          4,511          3,799
Eliminate change during year in
 intercompany profit in inventories                           (31)             9             10            (12)           (37)
-----------------------------------------------------------------------------------------------------------------------------
Total operating profit of segments                         45,898         38,751         33,354         28,300         18,419
Corporate expenses                                         (6,031)        (5,824)        (5,996)        (5,412)        (3,482)
Corporate interest income                                   1,603          1,208            492            320            366
Interest expense                                             (237)          (217)        (1,350)        (2,365)        (2,976)
-----------------------------------------------------------------------------------------------------------------------------
 Income from continuing operations
  before taxes based on income                           $ 41,233       $ 33,918       $ 26,500       $ 20,843       $ 12,327
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------

IDENTIFIABLE ASSETS
United States                                            $116,786       $107,689       $ 85,982       $ 82,521       $ 71,469
Europe                                                     34,445         33,881         35,270         28,896         26,262
Other foreign                                              19,069         17,424         15,837         15,214         13,576
Eliminate intercompany profit in inventory and
 intercompany trade accounts receivable                    (3,322)        (3,017)        (2,392)        (2,839)        (2,789)
-----------------------------------------------------------------------------------------------------------------------------
Identifiable assets of segments                           166,978        155,977        134,697        123,792        108,518
Corporate assets                                           40,113         48,874         19,509         18,665         23,157
Discontinued operations                                      ----            254         23,616         34,015         36,124
-----------------------------------------------------------------------------------------------------------------------------
 Total assets                                            $207,091       $205,105       $177,822       $176,472       $167,799
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                             35

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


14. QUARTERLY INFORMATION (UNAUDITED)

Quarterly information is as follows for the two years ended December 31, 1997:

<TABLE>
<CAPTION>
                                                           FIRST         SECOND          THIRD         FOURTH         TOTAL
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)          QUARTER        QUARTER        QUARTER        QUARTER        YEAR
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>            <C>            <C>           <C>
1997
Net sales                                                 $77,887        $81,040        $79,356        $82,670       $320,953
Gross profit                                               30,272         30,776         29,512         30,324        120,884
Income from continuing operations                           6,302          6,499          6,416          6,677         25,894
Income from discontinued operations                           ---            319            ---            ---            319
Net income                                                  6,302          6,818          6,416          6,677         26,213
Earnings per share:
 Continuing operations:
  Basic                                                      $.31           $.33           $.33           $.35          $1.32
  Diluted                                                    $.30           $.32           $.32           $.34          $1.28
 Discontinued operations:
  Basic                                                       ---           $.02            ---            ---           $.01
  Diluted                                                     ---           $.02            ---            ---           $.01
 Net income:
  Basic                                                      $.31           $.35           $.33           $.35          $1.33
  Diluted                                                    $.30           $.34           $.32           $.34          $1.29
-----------------------------------------------------------------------------------------------------------------------------
1996
Net sales                                                 $71,463        $71,826        $70,611        $74,631       $288,531
Gross profit                                               28,896         28,643         27,734         28,818        114,091
Income from continuing operations                           4,723          5,528          5,419          5,631         21,301
Income (loss) from discontinued operations                     35         (1,504)           180            426           (863)
Net income                                                  4,758          4,024          5,599          6,057         20,438
Earnings (loss) per share:
 Continuing operations:
  Basic                                                      $.23           $.27           $.26           $.27          $1.04
  Diluted                                                    $.22           $.26           $.26           $.27          $1.01
 Discontinued operations:
  Basic                                                       ---          $(.07)          $.01           $.03          $(.04)
  Diluted                                                    $.01          $(.07)          $.01           $.02          $(.04)
 Net income:
  Basic                                                      $.23           $.20           $.27           $.30          $1.00
  Diluted                                                    $.23           $.19           $.27           $.29           $.97
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

   The total of the quarterly per share amounts may not equal the total 
earnings (loss) per share for the year because the calculations are based on 
the weighted average number of shares outstanding during the periods.

The above tables reflect retroactively the 3 for 2 stock splits effected in 
1997 and 1996 (see Note 2).

                                      36

<PAGE>

                          WYNN'S INTERNATIONAL, INC.
                             CORPORATE INFORMATION



NUMBER OF
STOCKHOLDERS
-----------------------
There were 732 stockholders of record at March 5, 1998.

STOCK EXCHANGE
LISTING
-----------------------
New York Stock Exchange
Ticker Symbol: WN



                            COMMON STOCK PRICES AND
                      CASH DIVIDENDS PER SHARE: 1997-1996

The stock price and cash dividends of the Company's Common
Stock for the past two years are shown in the following table:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
QUARTER                               1st            2nd            3rd            4th
----------------------------------------------------------------------------------------
<S>            <C>                <C>             <C>            <C>            <C>
1997           HIGH               $ 16 1/16       $19 5/16       $  23 1/4      $ 24 1/8
               LOW                 12 13/16         14 3/4        17 15/16       20 7/16
               DIVIDENDS          $   .0533       $  .0533       $   .0533      $  .0533
----------------------------------------------------------------------------------------
1996           High               $  10 1/2       $13 5/16       $13            $ 14 3/8
               Low                    8             10 3/8        10 3/16         12
               Dividends          $   .0444       $  .0444       $  .0444       $  .0444
----------------------------------------------------------------------------------------
</TABLE>

The above table reflects retroactively the 3 for 2 stock splits effected in
1997 and 1996 (see Note 2).


                                                                             37