Audited Financial Statements M.A. Hanna Company Capital Accumulation Plan and Trust December 31, 1993 and 1992 Report of Independent Auditors Committee for Employee Benefits Administration M.A. Hanna Company Capital Accumulation Plan and Trust We have audited the accompanying statements of net assets available for plan benefits of the M.A. Hanna Company Capital Accumulation Plan and Trust as of December 31, 1993 and 1992, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1993. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the year ended December 31, 1993, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment as of December 31, 1993, and transactions or series of transactions in excess of five percent of the current value of plan assets for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 basic financial statements taken as a whole. /s/ Ernst & Young June 24, 1994 M.A. HANNA COMPANY CAPITAL ACCUMULATION PLAN AND TRUST STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1993 Wells Fargo Mutual Funds ------------------------------------------------------------------- U.S. Asset Bond Treasury Money Sweep Allocation Index S&P 500 Allocation Market Account Fund Fund Stock Fund Fund Fund --------- ----------- --------- ------------ ------------ ----------- Assets Investments at fair value $123 $2,246,406 $374,530 $3,738,710 $11,974,740 $3,944,635 Employer's contribution receivable 3,159 385 948 721 512 Employees' contribution receivable 6,688 804 2,010 1,578 1,058 Participant loans _________ ___________ _________ ____________ ____________ ___________ Net assets available for plan benefits $123 $2,256,253 $375,719 $3,741,668 $11,977,039 $3,946,205 ========= =========== ========= ============ ============ =========== See notes to financial statements Tilts & M.A. Hanna Timing Company Fund Stock Fund Loans Total --------- ----------- --------- ------------ Assets Investments at fair value $716,975 $3,837,180 $0 $26,833,299 Employer's contribution receivable 286 9,077 15,088 Employees' contribution receivable 608 3,216 15,962 Participant loans 250,890 250,890 _________ ___________ _________ ____________ Net assets available for plan benefits $717,869 $3,849,473 $250,890 $27,115,239 ========= =========== ========= ============ M.A. HANNA COMPANY CAPITAL ACCUMULATION PLAN AND TRUST STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1992 Wells Fargo Collective Investment Funds ------------------------------------------------------------------- Three Way U.S. Tilts Asset Bond Treasury & Sweep Allocation Index S&P 500 Allocation Timing Account Fund Fund Stock Fund Fund Fund --------- ----------- --------- ------------ ------------ ----------- Assets Investments at fair value $1,924 $1,089,284 $284,807 $3,421,826 $12,064,671 $330,470 Employer's contribution receivable 3,137 403 670 738 236 Employees' contribution receivable 6,534 819 1,373 1,517 488 Interest receivable 381 Participant loans _________ ___________ _________ ____________ ____________ ___________ Net assets for plan benefits $2,305 $1,098,955 $286,029 $3,423,869 $12,066,926 $331,194 ========= =========== ========= ============ ============ =========== See notes to financial statements. ----------- Money M.A. Hanna Market Company Fund Stock Fund Loans Total ----------- ----------- --------- ------------ Assets Investments at fair value $2,553,931 $2,359,832 $0 $22,106,745 Employer's contribution receivable 686 8,968 14,838 Employees' contribution receivable 6,839 3,155 20,725 Interest receivable 381 Participant loans 152,928 152,928 ___________ ___________ _________ ____________ Net assets for plan benefits $2,561,456 $2,371,955 $152,928 $22,295,617 =========== =========== ========= ============ M.A. HANNA COMPANY CAPITAL ACCUMULATION PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WELLS FARGO COLLECTIVE INVESTMENT FUNDS ------------------------------------------------------------------ Three-Way S&P US Asset Bond 500 Treasury Tilts & Sweep Allocation Index Stock Allocation Timing Account Fund Fund Fund Fund Fund --------- ----------- --------- ----------- ------------ --------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JANUARY 1, 1993 $2,305 $1,098,955 $286,029 $3,423,869 $12,066,926 $331,194 Investment Income: Net realized and unrealized appreciation (depreciation) in fair value of investments 131,019 23,852 126,832 1,403,399 54,351 Interest 23 Dividends --------- ----------- --------- ----------- ------------ --------- 23 131,019 23,852 126,832 1,403,399 54,351 Contributions: Employer 127,345 15,731 36,939 35,672 23,475 Employees 144,489 21,048 100,231 56,975 54,961 ----------- --------- ----------- ------------ --------- 271,834 36,779 137,170 92,647 78,436 Distribution to employees partially and wholly withdrawn from the Plan (180) (41,951) (3,801) (80,477) (130,259) (53,621) Net transfer (to) from other funds (1,574) (1,701,833) (415,766) (3,776,193) (13,820,306) 261,487 Transfers (out) in (451) 241,976 72,907 168,799 387,613 46,022 Administrative expenses (20) --------- ----------- --------- ----------- ------------ --------- Net (decrease) increase (2,182) (1,098,955) (286,029) (3,423,869) (12,066,926) 386,675 --------- ----------- --------- ----------- ------------ --------- NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1993 $123 $0 $0 $0 $0 $717,869 ========= =========== ========= =========== ============ ========= See notes to financial statements WELLS FARGO MUTUAL FUNDS ---------------------------------------------------------------------- U.S. Money Asset Bond S&P Treasury Market Allocation Index 500 Allocation Fund Fund Fund Stock Fund Fund ----------- ----------- ---------- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JANUARY 1, 1993 $2,561,456 $0 $0 $0 $0 Investment Income: Net realized and unrealized appreciation (depreciation) in fair value of investments 52,652 (2,335) 167,605 (41,062) Interest 36,780 Dividends 58,495 11,351 46,465 700,377 ----------- ----------- ---------- ----------- ------------ 36,780 111,147 9,016 214,070 659,315 Contributions: Employer 65,711 45,776 6,234 18,006 (10,980) Employees 60,573 130,476 34,828 87,556 13,456 ----------- ----------- ---------- ----------- ------------ 126,284 176,252 41,062 105,562 2,476 Distribution to employees partially and wholly withdrawn from the Plan (200,908) (13,766) (3,275) (48,586) (178,594) Net transfer (to) from other funds (2,711,957) 2,034,891 378,831 3,570,805 11,493,872 Transfers (out) in 188,345 (52,270) (49,915) (100,183) Administrative expenses (1) (30) ----------- ----------- ---------- ----------- ------------ Net (decrease) increase (2,561,456) 2,256,253 375,719 3,741,668 11,977,039 ----------- ----------- ---------- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1993 $0 $2,256,253 $375,719 $3,741,668 $11,977,039 =========== =========== ========== =========== ============ -------------- Money M.A. Hanna Market Company Fund Stock Fund Loans Total ----------- ----------- --------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JANUARY 1, 1993 $0 $2,371,955 $152,928 $22,295,617 Investment Income: Net realized and unrealized appreciation (depreciation) in fair value of investments 492,538 2,408,851 Interest 13,743 50,546 Dividends 41,885 858,573 ----------- ----------- --------- ------------- 41,885 492,538 13,743 3,317,970 Contributions: Employer 38,089 328,887 730,885 Employees 53,538 103,074 861,205 ----------- ----------- ------------- 91,627 431,961 1,592,090 Distribution to employees partially and wholly withdrawn from the Plan (138,619) (74,535) (11,772) (980,344) Net transfer (to) from other funds 3,951,323 640,429 95,991 0 Transfers (out) in (10,291) 892,552 Administrative expenses (11) (2,584) (2,646) ----------- ----------- --------- ------------ Net (decrease) increase 3,946,205 1,477,518 97,962 4,819,622 ----------- ----------- --------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1993 $3,946,205 $3,849,473 $250,890 $27,115,239 =========== =========== ========= ============= M.A. Hanna Company Capital Accumulation Plan and Trust Notes to Financial Statements December 31, 1993 and 1992 A. Significant Accounting Policies The accounting records of the Capital Accumulation Plan and Trust (the Plan) are maintained on the accrual basis. The change in the difference between fair value and cost of investments is reflected in the statement of changes in net assets available for plan benefits as unrealized appreciation (depreciation). The Wells Fargo Collective Investment Funds ("the Funds") invest in units of Wells Fargo Institutional Trust Company ("WFITC") Collective Trust Funds for Employee Benefit Trusts ("the Master Funds") which have similar investment objectives to the Funds. The Funds also invest in the Money Market Fund as a short-term investment vehicle. Effective July 2, 1993, certain Wells Fargo Collective Investment Funds were converted to the Stagecoach Inc. mutual funds of Wells Fargo ("the Funds"). Wells Fargo Bank, N.A. ("Wells Fargo") is the Trustee and Investment Manager of the Funds. WFITC is the Trustee and Investment Manager of the Master Funds and receives investment advice from Wells Fargo Nikko Investment Advisors. The following is a summary of significant accounting policies consistently followed by Wells Fargo: Fund Valuation Valuation of the Funds' units occurs daily. Unit values are determined by dividing the value of each Fund's net assets by the number of units outstanding on the valuation date. Units of the Master Funds are valued on the basis of the unit value established by WFITC for each fund at each valuation date. The Bond Index Fund invests in units of the WFITC Government/Corporate Bond Index Fund ("Bond Master Fund"). The Bond Master Fund's units are valued approximately once every five business days ("Master Fund Valuation Date"). Daily valuations of the Bond Master Fund are calculated by adjusting its unit value on the most recent Master Fund Valuation Date for subsequent changes in the Lehman Brothers Government/Corporate Bond Index. Valuation of Investments Securities traded on securities exchanges are valued at the last reported sales price on the valuation date, or in the absence of any sales, at the last reported bid price on the valuation date. Securities traded over-the- counter are valued at the final bid price on the valuation date. Securities not traded are valued on the basis of quotations from pricing services or securities dealers. U.S. Treasury obligations are valued daily at the mean of bid and ask prices. Investment Transactions and Investment Income Investment transactions are accounted for on the trade date. Dividend income is recognized on the ex-dividend date, and interest income is recognized on the accrual basis. The cost of investments sold is computed on an average cost basis. B. Description of the Plan The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The Plan is a defined contribution plan and is offered to salaried associates of M.A. Hanna Company and certain associated companies who have completed six months of continuing service. The purpose of this Plan is to provide these employees with an opportunity to accumulate savings for their retirement while at the same time providing withdrawal features due to early termination or retirement. The terms of the Plan permit eligible associates to contribute after-tax dollars from 1% to 14% each month through payroll deductions and provide for matching contributions (up to 7-1/2% of their salary) by their respective employer. 50% of the employer matching contribution is automatically invested in the M.A. Hanna Stock Fund. The remaining 50% is allocated in accordance with the participant's election . Participants are fully vested in their account balance at all times. Employer contributions become vested at the end of the calendar year in which the contributions are made provided the participant is employed on the last day of the calendar year. Nonvested contributions forfeited by terminated employees serve to reduce contributions made by the respective participating companies. A separate account is maintained for each participating employee which shows that participant's interest in each of the funds. Subject to certain limitations, an employee can make a voluntary withdrawal from the account at any time. Upon termination of service, a participant may elect to receive either a lump-sum equal to the value of his or her account, or periodic installments over a period not to exceed the life expectancy of the participant and his or her spouse. The Company reserves the right to terminate or modify the Plan. In the event of a complete termination of the Plan, all participant accounts become 100% vested and the net assets of the Plan are to be set aside for distribution to Plan participants in a manner elected by each and as permitted under the provisions of the Plan. The Plan administrator has received notice that the Plan is not covered by the Pension Benefit Guaranty Corporation. C. Transactions with Parties-in-Interest All expenses of administering the Plan are ratably shared by M.A. Hanna Company and the other participating companies. Investment management fees are paid by participants in that management fees reduce the investment return reported and credited to participants. D. Investments The individual investments that reresent 5% or more of the fair value of net assets available for plan benefits at December 31, 1993 and 1992 are: 1993 1992 M.A. Hanna Company Stock Fund $3,837,180 $2,359,832 Wells Fargo Mutual Funds: Asset Allocation Fund 2,246,406 S&P 500 Stock Fund 3,738,710 U.S. Treasury Allocation Fund 11,974,740 Money Market Fund 3,944,635 Wells Fargo Collective Investment Funds: S&P 500 Stock Fund 3,421,826 U.S. Treasury Allocation Fund 12,064,671 Money Market Fund 2,553,931 E. Income Tax Status The Internal Revenue Service (the IRS) has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code and that the Trust is exempt under Section 501(a) of the Internal Revenue Code and is, therefore, not subject to tax under present income tax laws. Continued qualification of the Plan depends upon timely adoption and operational application of certain amendments required as a result of the Tax Reform Act of 1986 (the Act). In the Company's opinion, the Plan is operating in compliance with the applicable provisions of the Act. A determination has been requested from the IRS as to the qualification of the Plan, with respect to amendments required as a result of the Act. The Company is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. M.A. Hanna Company Capital Accumulation Plan and Trust Schedule 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1993 Identity of Issue, Borrower, Lessor Description of Current or Similar Party Investment Cost Value - - ----------------------------------------- ------------------------- ------------ ------------ Cash $123 $123 M.A. Hanna Company Stock Fund 227,996 units 3,059,603 3,837,180 Wells Fargo Mutual Funds: Asset Allocation Fund 218,735 units 2,208,451 2,246,406 Bond Index Fund 37,679 units 376,856 374,530 S&P 500 Stock Fund 385,114 units 3,618,787 3,738,710 U.S. Treasury Allocation Fund 1,205,915 units 12,070,272 11,974,740 Money Market Fund 3,944,635 units 3,944,635 3,944,635 ------------ ------------ 22,219,001 22,279,021 Wells Fargo Collective Investment Funds: Tilts & Timing Fund 52,487 units 651,397 716,975 Participant Loans Various personal loans ranging from 6.1 to 7.5% with terms of 1 - 5 years 250,890 250,890 ------------ ------------ $26,181,014 $27,084,189 ============ ============ M.A. Hanna Company Capital Accumulation Plan and Trust Schedule 27(d) - Schedule of Reportable Transactions December 31, 1993 Series Of Transactions Purchases Sales ------------------------- -------------------------- Identity of Party Involved Description Number Amount Number Cost - - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------ Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund 77 $2,225,834 67 $932,100 Collective Investment Funds ----------------------------------- Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 46 917,809 25 1,942,408 Wells Fargo Bank, N.A. S&P 500 Stock Fund 47 501,163 19 3,700,557 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 29 831,180 38 12,108,398 Wells Fargo Bank, N.A. Money Market Fund 34 1,174,363 26 3,765,072 Mutual Funds ----------------------------------- Wells Fargo Bank, N.A. Asset Allocation Fund 38 2,768,015 28 559,564 Wells Fargo Bank, N.A. S&P 500 Stock Fund 34 5,024,282 25 1,405,495 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 32 14,044,232 37 1,973,960 Wells Fargo Bank, N.A. Money Market Fund 34 5,241,831 33 1,332,295 Single Transactions Identity of Party Involved Description Date Amount Date Cost - - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------ Collective Investment Funds ----------------------------------- Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 7/2/93 $1,800,563 Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 3,571,334 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 11,098,243 Wells Fargo Bank, N.A. Money Market Fund 7/2/93 2,752,259 Mutual Funds ----------------------------------- Wells Fargo Bank, N.A. Asset Allocation Fund 7/2/93 $1,991,438 Wells Fargo Bank, N.A. Money Market Fund 7/2/93 2,753,247 Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 3,910,831 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 13,164,018 Series of Transactions ------------------------- Selling Identity of Party Involved Description Price Net Gain - - ----------------------------------------- ----------------------------------- ------------ ------------ Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund $1,241,024 $308,924 Collective Investment Funds ----------------------------------- Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 2,138,113 195,705 Wells Fargo Bank, N.A. S&P 500 Stock Fund 4,049,821 349,264 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 14,299,250 2,190,852 Wells Fargo Bank, N.A. Money Market Fund 3,765,072 0 Mutual Funds ----------------------------------- Wells Fargo Bank, N.A. Asset Allocation Fund 574,261 14,697 Wells Fargo Bank, N.A. S&P 500 Stock Fund 1,453,177 47,682 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 2,028,430 54,470 Wells Fargo Bank, N.A. Money Market Fund 1,332,295 0 Single Transactions Selling Identity of Party Involved Description Price Net Gain - - ----------------------------------------- ----------------------------------- ------------ ------------ Collective Investment Funds ----------------------------------- Wells Fargo Bank, N.A. Three Way Asset Allocation Fund $1,984,325 $183,762 Wells Fargo Bank, N.A. S&P 500 Stock Fund 3,909,125 337,791 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 13,163,673 2,065,430 Wells Fargo Bank, N.A. Money Market Fund 2,752,259 0 Mutual Funds ----------------------------------- Wells Fargo Bank, N.A. Asset Allocation Fund Wells Fargo Bank, N.A. Money Market Fund Wells Fargo Bank, N.A. S&P 500 Stock Fund Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund