Audited Financial Statements Allied Color Industries, Inc. Savings and Retirement Plan for Associates of the Vonore, TN, Kansas City, MO, San Fernando, CA, and Vancouver, WA Operations and Trust (formerly the Avecor, Inc. Savings and Retirement Plan and Trust) December 31, 1993 and 1992 Report ofIndependent Auditors Committee for Employee Benefits Administration Allied Color Industries, Inc. Savings and Retirement Plan for Associates of the Vonore, TN, Kansas City, MO, San Fernando, CA, and Vancouver, WA, Operations and Trust (formerly the Avecor, Inc. Savings and Retirement Plan and Trust) We have audited the accompanying statements of net assets available for plan benefits of the Allied Color Industries, Inc. Savings and Retirement Plan for Associates of the Vonore, TN, Kansas City, MO, San Fernando, CA, and Vancouver, WA, Operations and Trust (formerly the Avecor, Inc. Savings and Retirement 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 Allied Color Industries, Inc. Savings and Retirement Plan for Associates of the Vonore,TN, Kansas City, MO, San Fernando, CA, and Vancouver, WA Operations and Trust Statement of Net Assets Available for Plan Benefits December 31, 1993 Wells Fargo Mutual Funds ---------------------------------------------------------------- U.S. Asset Growth Treasury Money M.A. Hanna Allocation Stock S&P 500 Allocation Market Company Fund Fund Stock Fund Fund Fund Stock Fund ------------ ------------ ------------ ------------ ------------ ------------ Assets Investments at fair value $113,887 $40,869 $145,032 $49,729 $32,789 $13,802 Employer's contribution receivable 4,653 881 5,630 1,746 1,240 14,265 Employee's contribution receivable 2,065 150 2,434 725 583 Participant loans ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits $120,605 $41,900 $153,096 $52,200 $34,612 $28,067 ============ ============ ============ ============ ============ ============ See notes to financial statements. Loans Total ------------ ------------ Assets Investments at fair value $396,108 Employer's contribution receivable 28,415 Employee's contribution receivable 5,957 Participant loans $16,146 16,146 ------------ ------------ Net assets available for plan benefits $16,146 $446,626 ============ ============ Allied Color Industries, Inc. Savings and Retirement Plan for Associates of the Vonore,TN, Kansas City, MO, San Fernando,CA, and Vancouver,WA Operations and Trust Statement of Net Assets Available for Plan Benefits December 31, 1992 Wells Fargo Collective Investment Funds ---------------------------------------------------------------- Three Way U.S. Asset Growth Treasury Money M.A. Hanna Allocation Stock S&P 500 Allocation Market Company Fund Fund Stock Fund Fund Fund Stock Fund ------------ ------------ ------------ ------------ ------------ ------------ Assets Investments at fair value $59,596 $16,429 $75,263 $29,107 $13,287 Employers' contribution receivable 4,592 713 5,598 2,121 1,212 $14,236 Employees' contribution receivable 597 351 888 515 249 Participant loans ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits $64,785 $17,493 $81,749 $31,743 $14,748 $14,236 ============ ============ ============ ============ ============ ============ See notes to financial statements. Loans Total ------------ ------------ Assets Investments at fair value $193,682 Employers' contribution receivable 28,472 Employees' contribution receivable 2,600 Participant loans $2,676 2,676 ------------ ------------ Net assets available for plan benefits $2,676 $227,430 ============ ============ Allied Color Industries, Inc. Savings and Retirement Plan for Associates of the Vonore,TN, Kansas City, MO, San Fernando, CA, and Vancouver,WA Operations and Trust Statement of Changes in Net Assets Available for Plan Benefits Wells Fargo Collective Investment Funds ---------------------------------------------------------------- Three Way U.S. Asset Growth Treasury Money Sweep Allocation Stock S&P 500 Allocation Market Account Fund Fund Stock Fund Fund Fund ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits as of January 1, 1993 $0 $64,785 $17,493 $81,749 $31,743 $14,748 Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments 6,284 337 3,103 3,837 Interest 4 294 Dividends ------------ ------------ ------------ ------------ ------------ ------------ 4 6,284 337 3,103 3,837 294 Contributions: Employer Employee 26,460 9,115 34,467 11,572 8,497 ------------ ------------ ------------ ------------ ------------ 26,460 9,115 34,467 11,572 8,497 Distributions to employees partially and wholly withdrawn from the Plan (12,524) (136) (9,816) (4,212) (1,658) Net transfers from (to) other funds (4) (84,971) (26,797) (109,393) (42,925) (21,845) Administrative expenses (34) (12) (110) (15) (36) ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) 0 (64,785) (17,493) (81,749) (31,743) (14,748) ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits as of December 31, 1993 $0 $0 $0 $0 $0 $0 ============ ============ ============ ============ ============ ============ See notes to financial statements. Wells Fargo Mutual Funds ---------------------------------------------------------------- U.S. Asset Growth Treasury Money M.A. Hanna Allocation Stock S&P 500 Allocation Market Company Fund Fund Stock Fund Fund Fund Stock Fund ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits as of January 1, 1993 $0 $0 $0 $0 $0 $14,236 Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments 2,149 3,177 5,207 (815) 1,793 Interest Dividends 2,787 1,189 1,676 2,602 418 ------------ ------------ ------------ ------------ ------------ ------------ 4,936 4,366 6,883 1,787 418 1,793 Contributions: Employer 4,653 881 5,630 1,746 1,240 14,265 Employee 37,047 5,910 40,646 12,563 14,704 ------------ ------------ ------------ ------------ ------------ ------------ 41,700 6,791 46,276 14,309 15,944 14,265 Distributions to employees partially and wholly withdrawn from the Plan (2,236) (5,013) (2,346) (2,574) (2,230) Net transfers from (to) other funds 76,269 30,767 105,170 38,464 20,863 3 Administrative expenses (64) (24) (220) (14) (39) ------------ ------------ ------------ ------------ ------------ ------------ Net increase (decrease) 120,605 41,900 153,096 52,200 34,612 13,831 ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for plan benefits as of December 31, 1993 $120,605 $41,900 $153,096 $52,200 $34,612 $28,067 ============ ============ ============ ============ ============ ============ Loans Total ------------ ------------ Net assets available for plan benefits as of January 1, 1993 $2,676 $227,430 Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments 25,072 Interest 669 967 Dividends 8,672 ------------ ------------ 669 34,711 Contributions: Employer 28,415 Employee 200,981 ------------ 229,396 Distributions to employees partially and wholly withdrawn from the Plan (1,598) (44,343) Net transfers from (to) other funds 14,399 0 Administrative expenses (568) ------------ ------------ Net increase (decrease) 13,470 219,196 ------------ ------------ Net assets available for plan benefits as of December 31, 1993 $16,146 $446,626 ============ ============ Allied Color Industries, Inc. Savings and Retirement Plan for Associates of the Vonore, TN, Kansas City, MO, San Fernando, CA and Vancouver, WA, Operations and Trust December 31, 1993 and 1992 Notes to Financial Statements A. Significant Accounting Policies The accounting records of the Allied Color Industries, Inc. Savings and Retirement Plan for Associates of the Vonore, TN, Kansas City, MO, San Fernando, CA, and Vancouver, WA, Operations 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 The 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 fair market 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. Valuation of Investments Securities traded on 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 Plan is a defined contribution plan which covers substantially all employees of the Vonore, TN, Kansas City, MO, San Fernando, CA, and Vancouver, WA operations of Avecor, Incorporated (Allied Color Industries, Inc. effective January 1, 1994) (the Company), effective February 1, 1992. Each participant may elect to voluntarily contribute up to 15% of his aggregate compensation subject to certain annual limits. Employer contributions will total 25% of each participant's before-tax contributions except that no match is made on contributions in excess of 4% of the participant's aggregate compensation. Contributions may be allocated by participants among investment options selected by the plan administrator. One-half of the employer match is automatically directed to the M.A. Hanna Company Stock Fund. Employer contributions are made annually. Participants are fully vested in their accounts 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. The Company has reserved the right under the Plan to discontinue contributions at any time and terminate the Plan. In the event of a complete termination of the Plan, all participant accounts shall become 100% vested and the net assets of the Plan are to be set aside for distribution to all Plan participants. The Plan administrator has received notice that the Plan is not covered by the Pension Benefit Guaranty Corporation. Details of the Plan agreement, including vesting and benefit provisions, is contained in the Allied Color Industries, Inc. Savings and Retirement Plan. Copies of this agreement are available from the Committee for Employee Benefits Administration. C. Investments The individual investments that represent 5% or more of the fair value of net assets available for plan benefits at December 31, 1993 and 1992 are: 1993 1992 Bank Common Trust Funds: Wells Fargo Mutual Funds: Asset Allocation Fund $113,887 Growth Stock Fund 40,869 S&P 500 Stock Fund 145,032 U.S. Treasury Allocation Fund 49,729 Money Market Fund 32,789 Wells Fargo Collective Investment Funds: Three Way Asset Allocation Fund $59,596 Growth Stock Fund 16,429 S&P 500 Stock Fund 75,263 U.S. Treasury Allocation Fund 29,107 Money Market Fund 13,287 D. Transactions with Parties-in-Interest All expenses of administering the plan are paid by the Company. Investment management fees are paid by participants in that management fees reduce the investment return reported and credited to participants. E. Income Tax Status The Plan has not received a favorable determination letter from the Internal Revenue Service as to the tax qualified status of the Plan; such a letter has been requested. The Plan administrator believes that the Plan is in operational compliance with the Internal Revenue Code and, therefore, will remain qualified and exempt from income taxes. Allied Color Industries, Inc. Savings and Retirement Plan for Associates of the Vonore,TN, Kansas City, MO, San Fernando, CA, and Vancouver,WA Operations 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 - - ----------------------------------------- ------------------------- ------------ ------------ M.A. Hanna Stock Fund 820 units $12,037 $13,802 Wells Fargo Mutual Funds: Asset Allocation Fund 11,089 units 112,007 113,887 Growth Stock Fund 3,712 units 37,725 40,869 S&P 500 Stock Fund 13,892 units 140,178 145,032 U.S. Treasury Allocation Fund 5,008 units 50,579 49,729 Money Market Fund 32,789 units 32,789 32,789 ------------ ------------ 373,278 382,306 Participant Loans Various personal loans at 7% interest with terms of 1 to 5 years 16,146 16,146 ------------ ------------ $401,461 $412,254 ============ ============ Allied Color Industries, Inc. Savings and Retirement Plan for Associates of the Vonore,TN, Kansas City, MO, San Fernando, CA and Vancouver, WA Operations and Trust Schedule 27(d) - Schedule of Reportable Transactions Year Ended 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 3 $14,238 12 $2,202 Collective Investment Funds ----------------------------------- Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 30 31,337 17 89,244 Wells Fargo Bank, N.A. Growth Stock Fund 27 12,369 6 27,209 Wells Fargo Bank, N.A. S&P 500 Stock Fund 36 42,519 19 114,343 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 33 13,938 12 42,378 Wells Fargo Bank, N.A. Money Market Fund 28 16,542 14 30,122 Mutual Funds ----------------------------------- Wells Fargo Bank, N.A. Asset Allocation Fund 35 120,488 10 8,480 Wells Fargo Bank, N.A. Growth Stock Fund 30 38,212 2 487 Wells Fargo Bank, N.A. S&P 500 Stock Fund 35 150,705 9 10,527 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 31 52,652 2 2,073 Wells Fargo Bank, N.A. Money Market Fund 28 40,278 4 7,854 Single Transactions Purchases Sales ------------------------- ------------------------- Identity of Party Involved Description Date Amount Date Cost - - ----------------------------------------- ----------------------------------- ------------ ------------ ------------ ------------ Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund 2/8/93 $13,982 Collective Investment Funds ----------------------------------- Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 7/2/93 $75,311 Wells Fargo Bank, N.A. Growth Stock Fund 7/2/93 26,317 Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 99,579 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 32,338 Wells Fargo Bank, N.A. Money Market Fund 7/2/93 25,505 Mutual Funds ----------------------------------- Wells Fargo Bank, N.A. Asset Allocation Fund 7/2/93 83,492 Wells Fargo Bank, N.A. Growth Stock Fund 7/2/93 28,487 Wells Fargo Bank, N.A. S&P 500 Stock Fund 7/2/93 106,667 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 7/2/93 36,374 Wells Fargo Bank, N.A. Money Market Fund 7/2/93 25,872 Series of Transactions -------------------------- Selling Identity of Party Involved Description Price Net Gain - - ----------------------------------------- ----------------------------------- ------------ ------------ Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund $2,230 $28 Collective Investment Funds ----------------------------------- Wells Fargo Bank, N.A. Three Way Asset Allocation Fund 97,258 8,014 Wells Fargo Bank, N.A. Growth Stock Fund 29,135 1,926 Wells Fargo Bank, N.A. S&P 500 Stock Fund 120,885 6,542 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 46,882 4,504 Wells Fargo Bank, N.A. Money Market Fund 30,122 0 Mutual Funds ----------------------------------- Wells Fargo Bank, N.A. Asset Allocation Fund 8,751 271 Wells Fargo Bank, N.A. Growth Stock Fund 519 32 Wells Fargo Bank, N.A. S&P 500 Stock Fund 10,879 352 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 2,108 35 Wells Fargo Bank, N.A. Money Market Fund 7,854 0 Single Transactions -------------------------- Selling Identity of Party Involved Description Price Net Gain - - ----------------------------------------- ----------------------------------- ------------ ------------ Wells Fargo Bank, N.A. M.A. Hanna Company Stock Fund Collective Investment Funds ----------------------------------- Wells Fargo Bank, N.A. Three Way Asset Allocation Fund $82,298 $6,987 Wells Fargo Bank, N.A. Growth Stock Fund 28,208 1,891 Wells Fargo Bank, N.A. S&P 500 Stock Fund 105,248 5,669 Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 36,001 3,663 Wells Fargo Bank, N.A. Money Market Fund 25,505 0 Mutual Funds ----------------------------------- Wells Fargo Bank, N.A. Asset Allocation Fund Wells Fargo Bank, N.A. Growth Stock Fund Wells Fargo Bank, N.A. S&P 500 Stock Fund Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund Wells Fargo Bank, N.A. Money Market Fund