[OUTSIDE FRONT COVER PHOTO 1: Chemist with glass test tubes and beekers] A Schulman Inc. 2000 Annual Report CREATING GLOBAL SOLUTIONS THROUGH TECHNOLOGY ABOUT THE THEME - --------------- A. Schulman develops, deploys and uses leading-edge technology to provide solutions for the requirements of today's markets. The Company specializes its products to meet customer specifications for performance and color. It is proactive in uncovering opportunities for new-product development. ABOUT THE COMPANY - ----------------- A. SCHULMAN IS A LEADING INTERNATIONAL SUPPLIER OF HIGH-PERFORMANCE PLASTIC COMPOUNDS AND RESINS, WHICH ARE USED AS A RAW MATERIAL TO BE MOLDED OR EXTRUDED BY THE COMPANY'S CUSTOMERS. THE COMPANY'S PRINCIPAL PRODUCT LINES CONSIST OF PROPRIETARY AND CUSTOM-FORMULATED ENGINEERED PLASTIC COMPOUNDS, COLOR CONCENTRATES AND ADDITIVES THAT IMPROVE THE APPEARANCE AND PERFORMANCE OF PLASTICS IN A NUMBER OF SPECIALIZED APPLICATIONS. END-USE MARKETS INCLUDE AGRICULTURE; APPLIANCES, ELECTRONICS AND TELECOMMUNICATIONS; AUTOMOTIVE/TRANSPORTATION; BUILDING/CONSTRUCTION; FILM, FIBER AND PACKAGING; FURNITURE AND HOUSEWARES; LAWN AND GARDEN; MEDICAL AND HYGIENE; SPORTS AND LEISURE; TOYS; AND A VARIETY OF OTHER INDUSTRIAL AND CONSUMER PRODUCTS. A. SCHULMAN IS A TECHNOLOGY-FOCUSED COMPANY, WITH INNOVATIVE CENTERS DEVOTED TO NEW PRODUCT DEVELOPMENT AND COLOR RESEARCH. THE COMPANY'S MANUFACTURING FACILITIES HAVE PRODUCT TESTING AND QUALITY CONTROL LABORATORIES TO ENSURE TIMELY DELIVERY OF HIGH-QUALITY PRODUCTS TO A. SCHULMAN'S GLOBAL CUSTOMER BASE. HEADQUARTERED IN AKRON, OHIO, A. SCHULMAN EMPLOYS APPROXIMATELY 2,500 PEOPLE AND HAS 14 MANUFACTURING FACILITIES IN NORTH AMERICA, EUROPE AND THE ASIA-PACIFIC REGION. A. SCHULMAN STOCK IS QUOTED THROUGH THE NASDAQ NATIONAL MARKET SYSTEM UNDER THE SYMBOL SHLM. ADDITIONAL INFORMATION ABOUT A. SCHULMAN CAN BE FOUND ON THE WORLD WIDE WEB AT WWW.ASCHULMAN.COM. TABLE OF CONTENTS - ----------------- 1 FINANCIAL HIGHLIGHTS 3 A. SCHULMAN MARKETS AT A GLANCE 4 LETTER TO STOCKHOLDERS 7 CREATING GLOBAL SOLUTIONS THROUGH TECHNOLOGY 9 DELIVERING FILM, FIBER AND PACKAGING SOLUTIONS WORLDWIDE 11 CONCENTRATING ON COLOR 13 POLYMER APPLICATIONS FOR TRANSPORTATION 14 CONSOLIDATED FINANCIAL STATEMENTS 27 MANAGEMENT'S DISCUSSION AND ANALYSIS 30 SELECTED FINANCIAL DATA 32 CORPORATE INFORMATION [PHOTO 2: Young man and woman in white lab coats examining sheets of colored plastic] A. Schulman FINANCIAL HIGHLIGHTS Year Ended August 31, 2000 1999 1998 -------------- ------------ ------------ Net sales..................................... $1,032,519,000 $985,623,000 $993,394,000 Net income.................................... $ 37,704,000* $ 47,789,000 $ 50,143,000 Diluted earnings per share of common stock.... $1.25* $1.51 $1.42** Capital expenditures.......................... $ 32,452,000 $ 35,082,000 $ 30,987,000 Long-term debt and other non-current liabilities..................... $ 123,086,000 $102,696,000 $ 75,704,000 Long-term liabilities to capital.............. 27.6% 22.4% 17.1% Stockholders' equity.......................... $ 323,461,000 $356,246,000 $366,271,000 Book value per common share................... $10.99 $11.41 $10.97 Number of stockholders........................ 822 971 1,066 * Net income includes $2,535,000 or $.07 per share of income from demutualization of an insurance company and the settlement of an insurance claim resulting from equipment problems at a North American facility. ** After deducting cumulative effect of accounting change amounting to $.06 per commmon share. CASH DIVIDENDS PER SHARE 1st Quarter............................. $.125 $.115 $.105 2nd Quarter............................. .135 .125 .115 3rd Quarter............................. .135 .125 .115 4th Quarter............................. .135 .125 .115 -------------- ------------ ------------ $.530 $.490 $.450 ============== ============ ============ COMMON STOCK PRICE RANGE High -- Low High -- Low High -- Low 1st Quarter............................. 19.00 -- 14.44 23.00 -- 13.44 24.75 -- 19.50 2nd Quarter............................. 16.88 -- 12.19 22.75 -- 16.25 26.50 -- 22.38 3rd Quarter............................. 14.38 -- 11.13 18.00 -- 13.00 26.13 -- 19.88 4th Quarter............................. 13.13 -- 10.63 20.25 -- 16.06 21.00 -- 15.69 NET SALES NET INCOME CAPITAL EXPENDITURES (Dollars in Billions) (Dollars in Millions) (Dollars in Millions) [GRAPH] [GRAPH] [GRAPH] Fiscal Year 2000 $1.033 $37.704 $32.452 Fiscal Year 1999 $ .986 $47.789 $35.082 Fiscal Year 1998 $ .993 $50.143 $30.987 Fiscal Year 1997 $ .996 $50.744 $27.201 Fiscal Year 1996 $ .997 $42.177 $18.542 Fiscal Year 1995 $1.028 $53.618 $58.533 Fiscal Year 1994 $ .749 $44.571 $25.302 Fiscal Year 1993 $ .685 $36.738 $18.158 Fiscal Year 1992 $ .732 $43.760 $15.827 Fiscal Year 1991 $ .736 $42.349 $17.997 1 [PHOTO 3: Miscellaneous items containing the Company's products, including multi-colored plastic plates, toothbrushes, cotton swabs, orange electrical outlet, red helmet, dart board with darts, soda bottle, plastic connecting blocks, model of a silver car, etc.] A. SCHULMAN MARKETS AT A GLANCE MARKET DESCRIPTION APPLICATIONS - ---------------------------------------------------------------------------------------------- AGRICULTURE Additive and color Greenhouses, tunnels, mulch and masterbatches/ concentrates for insect-repellent films for a films that increase plant wide range of plants. Modified yields, control ripening, atmosphere films for improving protect against pests and the shelf life of fruits and moderate soil temperatures in vegetables. Anti-fogging films extreme climates. Color for packaging fresh-cut leafy concentrates that enhance the vegetables. pigmentation of fruits and vegetables and increase nutrient values. - ---------------------------------------------------------------------------------------------- APPLIANCES/ELECTRONICS/ Specialty compounds that Kitchen and household TELECOM withstand high temperature, are appliances, power tools, and impact resistant, meet flame packaging for semiconductors and retardancy and electrical safety other electronic components. standards, or have anti-static or semi-conductive properties. - ---------------------------------------------------------------------------------------------- AUTOMOTIVE/ Polymer resins and compounds, Exterior, interior and under the TRANSPORTATION reinforcements, modifiers and hood of cars, trucks, additives to reduce vehicle motorcycles, watercraft and weight and improve durability other modes of transportation. and performance. Color, style, weatherability and impact resistance are important considerations. - ---------------------------------------------------------------------------------------------- BUILDING/CONSTRUCTION Application-specific color Gas pipes, pipes for concentrates and additives that transporting potable water, air are used in installed parts in conditioner ducts, water storage residential and commercial tanks, protective films for building projects, or during welders, roofing compounds, project work. building construction nets, and colored, wood-like building materials. - ---------------------------------------------------------------------------------------------- GENERAL FILM, FIBER AND Concentrates and masterbatches Packaging for soft drinks, meat, PACKAGING to address specialty packaging fruits and vegetables, snack needs for anti-static, foods, cheese, bread, foods in durability, color, product plastic containers, detergents protection, breathability, and shampoos, medical products, anti-bacterial applications, and industrial packaging such as food freshness and anti-fogging. plastic sacks, and stretch and shrink films; fiber in carpeting; and breathable films. - ---------------------------------------------------------------------------------------------- FURNITURE AND HOUSEWARES Compounds that meet stringent Plastic dinnerware, plastic consumer standards for chairs and benches, furniture durability, color and gloss. fibers, coatings for flashlight casings. - ---------------------------------------------------------------------------------------------- LAWN AND GARDEN Compounds for rotational Plastic lawn and deck furniture, molding, blow molding, injection and plastic colorants and molding and extrusion grades. additives for lawn and garden equipment such as tractors and lawnmowers. - ---------------------------------------------------------------------------------------------- MEDICAL/HYGIENE Breathable films and materials Baby diapers, hygiene products, for disposable and reusable and disposable surgical/medical applications. garments and masks. - ---------------------------------------------------------------------------------------------- SPORTS AND LEISURE Rotational molding to make ATVs and motorcycles, kayaks and large, hollow parts that address boats, swim lane markers, weatherability; abrasion, heat baseball batting helmets, and and water resistance; and golf carts. high-gloss, low-gloss or matte finish. - ---------------------------------------------------------------------------------------------- TOYS Child-safe compounds and Plastic playhouses and swing elastomers that are durable and sets, and children's action soft, and rotational molding figures and accessories. compounds for larger toys. 3 TO OUR STOCKHOLDERS: Net income for our fourth quarter ended August 31, 2000 was $6,676,000 or $.23 per common share, compared with $15,034,000 or $.48 per share, a fourth quarter record last year. Sales for the final quarter of fiscal 2000 were $235.5 million, off 2.4% from last year's fourth quarter sales of $241.3 million. For the fiscal year ended August 31, 2000, net income was $37,704,000 or $1.25 per common share compared with last year's earnings of $47,789,000 or $1.51 per share, the highest per share earnings in the history of A. Schulman. Net income for fiscal 2000 includes $2,535,000 or $.07 per share of income in the first half of the year from demutualization of an insurance company and the settlement of an insurance claim resulting from equipment problems at a North American facility. Basic and diluted per share earnings are the same for all reported periods. Sales of $1.032 billion for fiscal 2000 were A. Schulman's highest ever, an increase of 4.8% over 1999 sales of $985.6 million. Total volume for the year was up 3.4%, primarily due to a 9% increase in tonnage for manufactured products. The translation effect of currencies, primarily the Euro, reduced sales by $17.6 million for the quarter and $71.4 million for the year. Net income was adversely impacted by $1.3 million or $.05 for the quarter and $4.2 million or $.14 per share for the year. Fiscal 2000 has been a challenging year. There were significant increases in resin prices throughout most of the year, and competitive price pressures resulted in less than satisfactory profit margins. The weakening of the Euro also had a large adverse effect on sales and profits. Nevertheless, there have been a number of accomplishments. Sales were a new record for fiscal 2000 due to the efforts of our sales team throughout the world. An important factor was the successful integration of a new large manufacturing line in Givet, France, which commenced operation in the final quarter of fiscal 1999. Our new business processes and information systems are now in operation at all major locations and have enhanced our operating capabilities. We have a strong financial position with good cash flow. REVIEW OF FOURTH QUARTER AND FULL YEAR RESULTS The major reasons for the decline in profits for the quarter ended August 31, 2000 were lower profit margins due to the higher cost of plastic feedstocks, weaker than anticipated volume and deterioration in the value of the Euro. In addition, the Company was unable to utilize anticipated tax benefits, which resulted in higher than expected income taxes. Demand softened in the fourth quarter of fiscal 2000 due to broad-based inventory reductions by customers who were anticipating stabilization of plastic resin prices. Volume declined 2.6%, mainly due to 4% lower tonnage in our European business. Gross profit margins for the fourth quarter declined from 19.2% last year to 15.6% in 2000. Profit margins in North America were up approximately 100 basis points, but this was more than offset by a sharp decline in Europe, where margins dropped to 16% from 23% last year. For the fiscal year, gross profit margins were off approximately 200 basis points in both Europe and North America. Margins were 16.2% in fiscal 2000 compared with 18.3% in the 1999 fiscal year. Margins declined due to the higher cost of plastic resins and competitive price pressures. Taxes were approximately $3 million higher than the expected rate for the quarter and fiscal year. The higher taxes occurred because the Company was unable to utilize anticipated tax benefits, primarily foreign tax credits. CAPITAL INVESTMENTS Capital expenditures were $32 million for fiscal 2000. These expenditures included the July 2000 acquisition of a manufacturing facility in Milan, Italy. This facility, with an annual capacity of approximately 25 million pounds, cost $5.6 million and provides the capability to increase our value added business in Italy, an important part of our European growth strategy. A new line was installed in our Nashville, Tennessee location and commenced production in September 2000. We are adding another line to our Mexican facility, which should begin production in early spring 2001. We will also add a line to the Sunprene operation, a joint venture with MKV. This line is scheduled to commence production in spring 2001. SPAIN We increased our presence in Spain by purchasing several small distribution businesses. We also added to our customer base and now have offices in Barcelona, Madrid and Valencia. We believe that Spain is an important market and offers many new opportunities for our global business. SHARE REPURCHASE PROGRAM During the year ended August 31, 2000, we repurchased 1,799,333 of our common shares for $24.1 million, an average cost of $13.39 per share. We currently have 1,893,000 shares remaining under a 6 million-share repurchase authorization approved by the Board in August 1998. As of August 31, 2000, there were 29,330,822 shares outstanding, a 5.8% decrease from the shares outstanding at the end of fiscal 1999. DIVIDENDS In January 2000, for the eighteenth consecutive year, we increased the cash dividends from $.50 to $.54 per share on an annual basis. This increase, amounting to 8%, reflects the financial stability of A. Schulman and our confidence for the future. MANAGEMENT TEAM During the year, we strengthened our management team with the appointment of Ronald G. Andres as Vice President of North American Manufacturing. We also appointed Dr. Rengarajan Ramesh to a new corporate position, Vice President of Technology. Both of these individuals have been with us for a number of years serving in various positions throughout our worldwide operations. BOARD OF DIRECTORS In April 2000, we added two new directors to our Board, which now has eleven members. Joseph M. Gingo is a Senior Vice President for Technology and Global Products Planning for The Goodyear Tire & Rubber Company. John B. Yasinsky is Chairman and Chief Executive Officer of OMNOVA Solutions, Inc. These directors have extensive international and polymer experience that will benefit us in the years ahead. RATIONALIZATION OF PRODUCTS AND SHUTDOWN OF SELECTED MANUFACTURING LINES During the year, we reviewed our overall product offerings and, where necessary, rationalized products where profits were below our expectations. We also shut down certain manufacturing lines in our Orange, Texas; Nashville, Tennessee; and Bellevue, Ohio facilities. These lines provided capacity no longer required or products with income less than required under our overall plan. Total capacity from the closure of these lines was approximately 38 million pounds. PLANT CLOSING We announced in October 2000 our intention to terminate manufacturing at our plant in Akron, Ohio. This facility currently represents about 13% of our North American capacity. A combination of plastics industry economic and financial factors led to the decision to end manufacturing at the facility, our oldest and most expensive to operate. The production of compounds from this plant will be transferred to our other manufacturing facilities. Manufacturing will be terminated in approximately 90 days. The building will be retained for product sampling and as a warehouse and logistics center. BUSINESS OUTLOOK We currently have a good level of orders, especially in Europe. However, there are a number of signs that demand and economic activity may be slowing, which will make it difficult to achieve the level of earnings projected in our financial plan. The months ahead will provide continuing challenges. We anticipate more margin pressures, further softening in demand and no significant improvement in the Euro, which by itself at today's rates could adversely impact quarterly earnings by $.05 per share. Currently, we anticipate that fiscal 2001 first-quarter profits could be off at least 25% from last year's first-quarter profit of $11,942,000 or $.38 per share. Although the quarters ahead present a number of challenges, we remain optimistic about the outlook for A. Schulman.o [PHOTO 4: Terry L. Haines, on the left, and Robert A. Stefanko, on the right, in a laboratory] /s/ Terry L. Haines Terry L. Haines (left) President and Chief Executive Officer /s/ Robert A. Stefanko Robert A. Stefanko (right) Chairman November 6, 2000 5 [PHOTO 5: Inset photo of a multi-colored model of a molecule over a printout of a graph] CREATING GLOBAL SOLUTIONS THROUGH TECHNOLOGY A. Schulman specializes in the timely development of polymer solutions that address market needs or customer specifications for performance and color. The Company deploys advanced technology at all levels of the organization -- from its industry-leading product development capabilities to its state-of-the-art manufacturing facilities. The technology is designed to bring excellence and efficiency to every customer interaction. In recent years, the Company has made significant investments in its technical capabilities. The impact of these investments provides new products, a wider range of applications and an enhanced ability to serve diverse global markets, including agriculture, automotive, electronics and telecommunications, medical and hygiene, packaging, sports and leisure products, and toys. At the product development stage, two technology centers in the U.S. and similar facilities in Europe develop polymer technology to address product performance criteria such as color, weatherability, flexibility, dimensional stability, printability, strength, and resistance to chemicals, heat and moisture. The centers develop and test various plastic resins, concentrates, additives and blends on a small scale, and then help the Company's plants and customers scale up to full production. [PHOTO 6: Portion of a spinning globe] The Company also has state-of-the-art manufacturing technology. Twelve of its 14 manufacturing facilities are ISO 9001-registered. In the last year, A. Schulman has added capacity and/or capabilities through investments in process automation and robotics in plants in North America, Europe and Asia. In addition, during the year, A. Schulman acquired a manufacturing facility in Italy, one of the largest and fastest-growing plastics markets in Europe. A. Schulman's technology is strategically deployed globally to capitalize on growth markets and core competencies in various parts of the world. For example, A. Schulman has a strong presence in the film, fiber and packaging markets in Europe and Asia, while in North America, it is an important supplier to the automotive industry. A. Schulman has the distinct ability to share technology across its various locations for the film and packaging, and automotive markets. This strategy enables the Company to bring existing products to new markets and to introduce new products quickly and efficiently. A. Schulman has deployed a number of technology tools to deliver outstanding customer service in an efficient manner. These customer relationship management tools include new information systems, redesigned business processes, the centralized Customer Sales Support Center, electronic access to information, and enhanced warehousing and logistics capabilities. A. Schulman is known as a specialty plastics market leader that deploys technology solutions that are customer-focused and market-driven.- - ------------------------ A. Schulman specializes in applying polymer technology to address a wide variety of product performance criteria. It has particular expertise in color applications. With a large and growing presence throughout North America, Europe and Asia, the Company is able to share technology across its various locations and markets. 7 [PHOTO 7: Inset photo of lettuce, three red tomatoes, scallions, sliced onions, and a yellow bell pepper on a white cutting board with knife over photo of a circuit board] 8 DELIVERING FILM, FIBER AND PACKAGING SOLUTIONS WORLDWIDE A. Schulman serves the growing film, fiber and packaging markets by providing expertise in technology and product innovation. A. Schulman specializes in developing customized concentrates and masterbatches that customers can run reliably and efficiently. The Company's applications provide for flexible packaging for foods, detergents, diapers, toothpaste and for industrial packaging solutions such as heavy duty plastic sacks, and stretch and shrink films for pallet packaging. In addition, A. Schulman produces anti-static concentrates that are used in the packaging of semiconductors and printed circuit boards to protect sensitive electronics from static charge. The Company's film solutions are used in numerous markets around the world, including building construction, food and agriculture, and medical and hygiene. The Company also provides color concentrates and performance additives for use in carpet fibers. A. Schulman serves the appliance industry with specialty compounds that can withstand high temperature, are impact resistant, and meet applicable standards for flame retardancy and electrical safety. The Company's proprietary solutions are designed to meet strict customer criteria for household appliances and power tools. A. Schulman has been an important supplier to U.S. and European appliance and power tool producers for more than two decades. The Company also supplies materials to China, South America and Eastern Europe, where many of the parts are made and assembled today. [PHOTO 8: A portion of a circuit board] In building construction, A. Schulman has developed several flame-resistant building materials for roofing laminate structures that help control indoor environments even in very hot, dry climates. Food and agriculture are important, growing market opportunities for A. Schulman, especially in areas of the world that have trouble feeding the population or face extreme weather conditions. The Company's agricultural solutions include providing the color concentrate solution for red plastic mulch that increases the yield of tomato plants, and an insect-repellent film used on bananas as an environmentally friendly alternative to pesticides. The Company also produces materials for food-approved packaging that improves the shelf life of foods such as bread and pre-packaged salad mix. The films not only prevent mold growth and premature wilting or over-ripening but also have anti-fogging and transparent properties that drive consumer sales. The Company is also a major supplier of color concentrates and additive masterbatches used in breathable films for baby diapers, hygiene products, medical face masks, and disposable surgical and emergency room garments. A steady stream of product development in breathable films enables A. Schulman to meet these markets' strict demands for comfort and protection. Film, fiber and packaging is a significant and growing portion of A. Schulman's business. The Company deploys its technology and product innovation capabilities quickly to capitalize on new opportunities as they arise throughout the world.- - --------------------- Film, fiber and packaging is an important part of A. Schulman's business. As shown on the left, the Company's products are used for antibacterial films for cutting boards and for food packaging that help fruits and vegetables grow and ripen. On the right is a printed circuit board, which utilizes A. Schulman concentrates that are used in protective packaging of these sensitive electronics. 9 [PHOTO 9: Inset photo of various white consumer products bottles and tubes over a red and blue background photo] 10 CONCENTRATING ON COLOR Color is one of the most important performance characteristics for any plastic material. It is also paramount to A. Schulman's customers, an essential component in their marketing and brand identity programs. A. Schulman's development of colors is both a science and an art -- a science of color spectrum analysis and chemical compounding, and an art of achieving the right color scheme. The Company's expertise lies in the development of solutions that are color-matched. The colors are then combined with various base resins to meet customer specifications. The Company also ensures that manufacturing will provide consistently high-quality concentrates and additives throughout its worldwide operations. For several decades, A. Schulman has been a specialty plastics industry leader in color, and has continued to upgrade its capabilities. The Company's color program covers all of the technical aspects of product development, prototyping and testing. For example, A. Schulman technicians address the intricacies of how certain color solutions will appear, depending on the shape of the end product, surface quality and environmental conditions such as actual-use lighting. [PHOTO 10: Rolls of red, yellow, brown, black and green carpet fibers] A. Schulman's Color Technology Center features the latest equipment for colored plastics research -- including spectrophotometers and color-matching software, which enable technicians to complete exact color matches in just a few hours. In addition, A. Schulman has expanded capabilities to develop products with metallic, fluorescent or phosphorescent looks. The center also has a production-quality prototyping area to demonstrate and test manufacturing processes before they are implemented at A. Schulman plants or by customers. A. Schulman provides color solutions in virtually all of its target markets - -- from automotive/transportation to the wide spectrum of film, fiber and packaging applications. For example, A. Schulman has worked with a major U.S. automaker to create the color palette for its vehicles that are produced around the world. In addition, the Company has helped consumer products companies and soft drink producers, among other companies, standardize their color choices for product packaging. Once exact color requirements are determined, A. Schulman technicians work with the plants and the customer's facilities to ensure that the color solution can be reliably replicated everywhere it is needed. If a customer needs help, A. Schulman offers its expertise in pigments, resin sourcing, and production control methods. Such expertise is one of the reasons that A. Schulman has a global contract to produce the pure-white concentrate for a major consumer products company. Having a core competency in color development and color-matching is one indication of A. Schulman's technological capabilities. It is also one of the areas of expertise that customers value most when they choose A. Schulman as a supplier.- - ----------------------- From its Color Technology Center to its manufacturing lines, a core competency of A. Schulman is the science and art of developing color solutions. For example, A. Schulman has a global contract to produce the pure-white concentrate for Procter & Gamble's consumer products bottles (left). -C- The Procter & Gamble Company, used by permission. Carpet fibers (right) are another area where the Company's expertise in color creates high value for customers. 11 [PHOTO 11: Inset photo of the front of a red Chrysler PT Cruiser over a photo of a green chalkboard upon which math equations are written] 12 POLYMER APPLICATIONS FOR TRANSPORTATION Plastics are a material of choice in the automotive/transportation industry, where reducing vehicle weight and improving durability and appearance are paramount. A. Schulman provides the industry's engineers and designers with a broad diversity of specialty plastics products for exterior, interior and under-the-hood applications for cars, trucks, motorcycles, watercraft and other modes of transportation. The automotive/transportation industry is a significant market for A. Schulman in North America and offers growth opportunities in Europe and Asia. A. Schulman has an intimate understanding of its customers in this market and the ability to help them select the ideal products for specific applications. At its Product Technology Center, technicians develop and test various combinations of resins, reinforcements, modifiers and additives for strength, stiffness, tear resistance, printability and other properties. A. Schulman's goal is to help customers find the optimal solution, whether it is injection molding, blow molding, compression molding or thermoforming applications. Materials from A. Schulman are used in a wide variety of exterior components, including bumper fascias, body side moldings and grilles. A. Schulman products are designed to meet specific customer requirements for cost, gloss, weatherable colors, and scratch and mar resistance. For example, the Surlyn-Registered Trademark- Reflection Series-TM- resins, which are manufactured by DuPont and color-styled by A. Schulman, duplicate the high-gloss appearance of a painted part, thus eliminating the costly final step of painting. The product is being used for bumper covers on current models of the Dodge Neon and on Harley-Davidson's Buell Blast motorcycle. [PHOTO 12: Photo of young woman wearing black and riding a red Harley- Davidson Buell Blast motorcycle] For vehicle interiors, A. Schulman products are used in door trim, armrests, instrument panels and overhead components. In recent years, the Company has developed a number of soft-touch materials to meet customer requirements for durability and scratch resistance even after several years of use. For example, the interiors of Chrysler's new PT Cruiser and Pontiac's new Aztek -- including the doors, armrests and seats -- feature a number of A. Schulman products. With A. Schulman's core competency in color technology, the Company is able to match exact color specifications and help customers devise attractive, durable color schemes for vehicle interiors and exteriors. From its Color Technology Center to its plant-level quality assurance labs and production floor, A. Schulman has the ability to deliver consistent, high-quality color solutions to its transportation/automotive customers. Under the hood, engineered resins and compounds from A. Schulman reduce weight and noise, improve design flexibility and styling, and increase chemical and heat resistance. Applications include engine covers, fans, air intake manifolds, thermostat housings, transmission covers, radiator inlets/outlets, and power steering fluid reservoirs. A. Schulman serves the automotive/transportation industry by developing products that offer unique properties and customer benefits. The Company works directly with customers to develop problem-specific solutions, as well as pursuing internal ideas that could lead to new products and market opportunities.- - ---------------------- A. Schulman specialty plastics products are used for vehicle interiors, exteriors and under-the-hood applications. On the left, the distinctively retro-looking Chrysler PT Cruiser uses A. Schulman materials for the interior panels and arm rests. On the right, the sporty Buell Blast, made by Harley-Davidson, features highly durable engineered resins that create a high-gloss, bright-red look and eliminates the need for painting. 13 A. Schulman, Inc. CONSOLIDATED STATEMENT OF INCOME YEAR ENDED AUGUST 31, ------------------------------------------------ 2000 1999 1998 ---------------- -------------- -------------- NET SALES..................................................... $ 1,032,519,000 $ 985,623,000 $ 993,394,000 INTEREST AND OTHER INCOME..................................... 6,703,000 2,712,000 3,072,000 ---------------- -------------- -------------- TOTAL.................................................... 1,039,222,000 988,335,000 996,466,000 ---------------- -------------- -------------- COSTS AND EXPENSES: Cost of sales............................................... 865,357,000 805,030,000 823,856,000 Selling, general and administrative expenses................ 97,893,000 99,317,000 85,293,000 Interest expense............................................ 6,235,000 3,716,000 1,933,000 Foreign currency transaction (gains) losses................. (500,000) 480,000 (1,669,000) Minority interest........................................... 2,138,000 1,836,000 724,000 ---------------- -------------- -------------- 971,123,000 910,379,000 910,137,000 ---------------- -------------- -------------- INCOME BEFORE TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE...................................................... 68,099,000 77,956,000 86,329,000 PROVISION FOR U.S. AND FOREIGN INCOME TAXES................... 30,395,000 30,167,000 34,179,000 ---------------- -------------- -------------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE.......... 37,704,000 47,789,000 52,150,000 CUMULATIVE EFFECT OF ACCOUNTING CHANGE........................ -- -- (2,007,000) ---------------- -------------- -------------- NET INCOME.................................................... $ 37,704,000 $ 47,789,000 $ 50,143,000 ================ ============== ============== WEIGHTED-AVERAGE NUMBER OF SHARES OUTSTANDING: Basic....................................................... 30,224,433 31,671,768 35,236,098 Diluted..................................................... 30,224,433 31,679,614 35,275,327 BASIC AND DILUTED EARNINGS PER SHARE OF COMMON STOCK: INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE........ $ 1.25 $ 1.51 $ 1.48 CUMULATIVE EFFECT OF ACCOUNTING CHANGE...................... -- -- (0.06) ---------------- -------------- -------------- NET INCOME.................................................. $ 1.25 $ 1.51 $ 1.42 ================ ============== ============== The accompanying notes are an integral part of the consolidated financial statements. 14 A. Schulman, Inc. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY ACCUMULATED UNEARNED OTHER STOCK TOTAL OTHER RETAINED COMPREHENSIVE GRANT COMPREHENSIVE COMMON STOCK CAPITAL EARNINGS INCOME COMPENSATION INCOME ------------ ------------ ------------- -------------- ------------- -------------- Balance at August 31, 1997................. $ 38,343,000 $ 44,412,000 $ 361,591,000 $ (6,573,000) $(1,152,000) Comprehensive income for 1998: Net income for 1998............... 50,143,000 Foreign currency translation loss... (2,344,000) Total comprehensive income........... $ 47,799,000 ============ Cash dividends paid or accrued: Preferred stock, $5 per share.......... (53,000) Common stock, $.45 per share.......... (15,935,000) Stock options exercised............ 4,000 97,000 Grant of restricted stock................ 1,269,000 (1,269,000) Amortization of restricted stock..... 427,000 ------------ ------------ ------------- ------------ ----------- ------------ Balance at August 31, 1998................. 38,347,000 45,778,000 395,746,000 (8,917,000) (1,994,000) Comprehensive income for 1999: Net income for 1999............... 47,789,000 Foreign currency translation loss... (8,274,000) Total comprehensive income........... $ 39,515,000 ============ Cash dividends paid or accrued: Preferred stock, $5 per share.......... (53,000) Common stock, $.49 per share.......... (15,602,000) Issue of restricted stock................ 34,000 (50,000) Grant of restricted stock................ 966,000 (966,000) Amortization of restricted stock..... 664,000 ------------ ------------ ------------- ------------ ----------- Balance at August 31, 1999................. 38,381,000 46,694,000 427,880,000 (17,191,000) (2,296,000) Comprehensive income for 2000: Net income for 2000............... 37,704,000 Foreign currency translation loss............. (30,260,000) Minimum pension liability adjustment......... (552,000) Total comprehensive income........... $ 6,892,000 ============ Cash dividends paid or accrued: Preferred stock, $5 per share.......... (53,000) Common stock, $.53 per share.......... (16,163,000) Grant of restricted stock................ 958,000 (958,000) Amortization of restricted stock..... 651,000 ------------ ------------ ------------- ------------ ----------- Balance at August 31, 2000................. $ 38,381,000 $ 47,652,000 $ 449,368,000 $(48,003,000) $(2,603,000) ============ ============ ============= ============ =========== 15 A. Schulman, Inc. CONSOLIDATED BALANCE SHEET AUGUST 31, AUGUST 31, 2000 1999 ------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents........................................................... $ 26,866,000 $ 56,836,000 Accounts receivable, less allowance for doubtful accounts of $4,535,000 in 2000 and $3,678,000 in 1999................................................................ 162,074,000 159,840,000 Inventories, average cost or market, whichever is lower............................. 184,768,000 171,454,000 Prepaids, including tax effect of temporary differences............................. 16,122,000 19,966,000 ------------- ------------- TOTAL CURRENT ASSETS.............................................................. 389,830,000 408,096,000 ------------- ------------- OTHER ASSETS: Cash surrender value of life insurance.............................................. 594,000 484,000 Deferred charges, etc., including tax effect of temporary differences............... 22,555,000 22,604,000 ------------- ------------- 23,149,000 23,088,000 ------------- ------------- PROPERTY, PLANT AND EQUIPMENT, AT COST: Land and improvements............................................................... 10,849,000 9,982,000 Buildings and leasehold improvements................................................ 79,545,000 78,038,000 Machinery and equipment............................................................. 221,664,000 228,803,000 Furniture and fixtures.............................................................. 23,296,000 24,162,000 Construction in progress............................................................ 11,631,000 7,838,000 ------------- ------------- 346,985,000 348,823,000 Accumulated depreciation and investment grants of $921,000 in 2000 and $230,000 in 1999.............................................................................. 187,074,000 188,480,000 ------------- ------------- 159,911,000 160,343,000 ------------- ------------- $ 572,890,000 $ 591,527,000 ============= ============= The accompanying notes are an integral part of the consolidated financial statements. 16 AUGUST 31, AUGUST 31, 2000 1999 -------------- ------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable...................................................................... $ 7,960,000 $ 10,721,000 Accounts payable................................................................... 61,628,000 64,402,000 U.S. and foreign income taxes payable.............................................. 9,456,000 6,721,000 Accrued payrolls, taxes and related benefits....................................... 17,243,000 19,180,000 Other accrued liabilities.......................................................... 16,337,000 16,792,000 -------------- ------------- TOTAL CURRENT LIABILITIES........................................................ 112,624,000 117,816,000 -------------- ------------- LONG-TERM DEBT..................................................................... 83,638,000 65,000,000 OTHER LONG-TERM LIABILITIES........................................................ 39,448,000 37,696,000 DEFERRED INCOME TAXES.............................................................. 8,788,000 11,375,000 MINORITY INTEREST.................................................................. 4,931,000 3,394,000 STOCKHOLDERS' EQUITY: Preferred stock, 5% cumulative, $100 par value, authorized, issued and outstanding - 10,567 shares in 2000 and 10,689 in 1999....................................... 1,057,000 1,069,000 Special stock, 1,000,000 shares authorized, none outstanding....................... -- -- Common stock, $1 par value Authorized - 75,000,000 shares Issued - 38,381,017 shares in 2000 and 1999...................................... 38,381,000 38,381,000 Other capital...................................................................... 47,652,000 46,694,000 Accumulated other comprehensive income............................................. (48,003,000) (17,191,000) Retained earnings.................................................................. 449,368,000 427,880,000 Treasury stock, at cost, 9,050,195 shares in 2000 and 7,250,862 shares in 1999..... (162,391,000) (138,291,000) Unearned stock grant compensation.................................................. (2,603,000) (2,296,000) -------------- ------------- COMMON STOCKHOLDERS' EQUITY........................................................ 322,404,000 355,177,000 -------------- ------------- TOTAL STOCKHOLDERS' EQUITY....................................................... 323,461,000 356,246,000 -------------- ------------- $ 572,890,000 $ 591,527,000 ============== ============= 17 A. Schulman, Inc. CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED AUGUST 31, ---------------------------------------------- 2000 1999 1998 Provided from (used in) operating activities: Net income..................................................... $ 37,704,000 $ 47,789,000 $ 50,143,000 Items not requiring the current use of cash: Cumulative effect of accounting change....................... -- -- 2,007,000 Depreciation................................................. 21,585,000 20,773,000 17,817,000 Non-current deferred taxes................................... (3,179,000) 775,000 192,000 Foreign pension and other deferred compensation.............. 2,506,000 2,321,000 2,129,000 Postretirement benefit obligation............................ 1,657,000 1,325,000 814,000 Changes in working capital: Accounts receivable.......................................... (30,226,000) (17,808,000) 1,531,000 Inventories.................................................. (28,083,000) (9,388,000) (3,180,000) Prepaids..................................................... 2,685,000 (43,000) (3,209,000) Accounts payable............................................. 17,322,000 10,412,000 (2,517,000) Income taxes................................................. 3,452,000 (3,014,000) (1,306,000) Accrued payrolls and other accrued liabilities............... 811,000 2,531,000 721,000 Changes in other assets and other long-term liabilities........ (264,000) (3,847,000) (1,341,000) -------------- -------------- -------------- Net cash provided from operating activities................ 25,970,000 51,826,000 63,801,000 -------------- -------------- -------------- Provided from (used in) investing activities: Expenditures for property, plant and equipment................. (32,452,000) (35,082,000) (30,987,000) Disposals of property, plant and equipment..................... 1,941,000 432,000 812,000 Purchases of short-term investments............................ -- -- (8,160,000) Proceeds from sales of short-term investments.................. -- -- 10,957,000 -------------- -------------- -------------- Net cash used in investing activities (30,511,000) (34,650,000) (27,378,000) -------------- -------------- -------------- Provided from (used in) financing activities: Cash dividends paid............................................ (16,216,000) (15,648,000) (15,946,000) Increase (decrease) of notes payable........................... (1,989,000) 6,831,000 1,000,000 Reduction of long-term debt.................................... -- (25,000,000) (45,000) Increase of long-term debt..................................... 19,075,000 50,000,000 28,000,000 Exercise of stock options...................................... -- -- 101,000 Investment grants from foreign countries....................... 875,000 -- 70,000 Increase (decrease) in minority interest, net of distributions................................................ 1,538,000 486,000 (326,000) Purchase of treasury stock..................................... (24,100,000) (34,533,000) (59,469,000) Redemption of preferred stock.................................. (12,000) -- -- -------------- -------------- -------------- Net cash used in financing activities...................... (20,829,000) (17,864,000) (46,615,000) -------------- -------------- -------------- Effect of exchange rate changes on cash.......................... (4,600,000) (3,242,000) 1,811,000 -------------- -------------- -------------- Net decrease in cash and cash equivalents........................ (29,970,000) (3,930,000) (8,381,000) Cash and cash equivalents at beginning of year................... 56,836,000 60,766,000 69,147,000 -------------- -------------- -------------- Cash and cash equivalents at end of year......................... $ 26,866,000 $ 56,836,000 $ 60,766,000 ============== ============== ============== Cash paid during the year for: Interest....................................................... $ 6,063,000 $ 3,470,000 $ 1,842,000 Income Taxes................................................... $ 26,583,000 $ 31,621,000 $ 36,069,000 The accompanying notes are an integral part of the consolidated financial statements. 18 A. Schulman, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of A. Schulman, Inc. and its domestic and foreign subsidiaries. All significant intercompany transactions have been eliminated. Minority interest represents a 30% equity position of Mitsubishi Chemical MKV Co. in a partnership with the Company and a 35% equity position of P.T. Prima Polycon Indah in an Indonesian joint venture with the Company. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents. Such investments amounted to $6,003,000 at August 31, 2000 and $39,705,000 at August 31, 1999. Investments with maturities between three and twelve months are considered to be short-term investments. Investments are placed with numerous financial institutions having good credit ratings. The recorded amount of these investments approximates fair value. REVENUE RECOGNITION Revenue is recognized when product is shipped. DEPRECIATION It is the Company's policy to depreciate the cost of property, plant and equipment over the estimated useful lives of the assets generally using the straight-line method. The estimated useful lives used in the computation of depreciation are as follows: Buildings and leasehold improvements 10 to 40 years Machinery and equipment 5 to 10 years Computer equipment 3 to 5 years Furniture and fixtures 10 years The cost of property sold or otherwise disposed of is eliminated from the property accounts and the related reserve accounts, with recognition of gain or loss. Maintenance and repair costs are charged against income. The cost of renewals and betterments is capitalized in the property accounts. INVENTORIES The Company and its subsidiaries do not distinguish between raw materials and finished goods because numerous products, which can be sold as finished goods are also, used as raw materials in the production of other inventory items. GOODWILL Net goodwill of $5,557,000 is being amortized over 5 to 25 years using the straight-line method and is included in deferred charges. INCOME TAXES Income taxes are recognized during the year in which transactions enter into the determination of financial statement income. Accordingly, deferred taxes are provided for temporary differences between the book and tax bases of assets and liabilities. RETIREMENT PLANS The Company has several pension plans covering hourly employees in the U.S. and certain employees in foreign countries. For certain plans in the U.S., pension funding is based on an amount paid to trust funds at an agreed rate for each hour for which employees are paid. For other U.S. plans, the policy is to fund amounts to cover current cost and amortize prior service costs over approximately 30 years. Generally, the foreign plans accrue the current and prior service costs annually. In certain countries, funding is not required and the liability for such pensions is included in other long-term liabilities. The Company also has deferred profit sharing plans for its North American salaried employees for which contributions are determined at the discretion of the Board of Directors. FOREIGN CURRENCY TRANSLATION The financial position and results of operations of the Company's foreign subsidiaries, except those subsidiaries located in highly inflationary economies, are measured using local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each year-end. Income statement accounts are translated at the average rate of exchange prevailing during the year. Accumulated other comprehensive income in stockholders' equity includes translation adjustments arising from the use of different exchange rates from period to period. For subsidiaries operating in highly inflationary economies, any translation adjustments are included in net income. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 19 STOCK BASED COMPENSATION Effective September 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" ("SFAS 123"). As provided for under this statement, the Company has elected to continue to account for stock based compensation under the provisions of Accounting Principles Boards Opinion No. 25, "Accounting for Stock Issued to Employees." 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. Refer to Note 7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES On June 15, 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 is effective for the Company beginning September 1, 2000. SFAS 133 requires that all derivative instruments are recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Management of the Company anticipates that, due to its limited use of derivative instruments, the adoption of SFAS 133 will not have a significant effect on the Company's results of operations or its financial position. NOTE 2 -- INVESTMENT GRANTS The Company has received investment grants from various European countries. These grants have been provided to subsidize a portion of the Company's European manufacturing facilities. The total cost of the facilities has been included in plant and equipment and the amount of the grants has been included with accumulated depreciation in the financial statements. The entire cost of the facilities is depreciated over their estimated useful life and the investment grants are amortized against the related depreciation charges. The amortization of these grants amounted to $79,000 in 2000, $109,000 in 1999 and $123,000 in 1998. NOTE 3 -- LONG-TERM DEBT AND CREDIT ARRANGEMENTS August 31, 2000 1999 =========== =========== A. Schulman, Inc.: Revolving credit loan, 6.89% in 2000 and 5.43% in 1999....................... $32,000,000 $15,000,000 Senior notes, 7.27% due 2009:............. 50,000,000 50,000,000 Capital lease obligations and other....... 1,638,000 -- ----------- ----------- $83,638,000 $65,000,000 =========== =========== The revolving credit agreement, as amended on August 14, 1997, provides for borrowings of up to $100,000,000 on a revolving credit basis through August 14, 2002. A facility fee of 71/2 basis points must be paid to the banks. On August 17, 1999, the company completed a private placement agreement for $50,000,000 of Senior Notes due in 2009. The interest rate is fixed at 7.27% and is payable quarterly with principal due upon maturity in 2009. In 1999, a fixed rate swap was used covering the $50,000,000 private placement debt to reduce the Company's risk of increased interest costs during a period of rising interest rates. Proceeds from this swap totaling $630,000 have been deferred and will be amortized over the life of the loan effectively reducing the annual interest rate from 7.27% to 7.14%. The financial institution that participated in the contract has a good credit rating. Under the most restrictive covenants of the revolving credit agreement and the Senior Notes, approximately $43,186,000 of retained earnings was available for the payment of cash dividends at August 31, 2000. The Company has $34,000,000 of unsecured short-term lines of credit from various domestic banks. Short-term borrowings under these facilities were $1,800,000 at August 31, 2000 and $3,000,000 at August 31, 1999 at weighted average interest rates of 7.04% and 6.13% respectively. The Company had $44,180,000 of unsecured short-term foreign lines of credit available to its subsidiaries at August 31, 2000 and had $41,423,000 available at August 31, 1999. Borrowings under these lines of credit were $6,160,000 at August 31, 2000 and $7,721,000 at August 31, 1999 at weighted average interest rates of 5.05% and 6.00% respectively. The Company leases certain buildings with a net carrying value of $1,300,000 for its European segment under a capital lease. Interest charges on the lease are calculated semi-annually at a rate of 5.85%, with the net carrying value classified as building in the consolidated balance sheet. Aggregate maturities of long-term debt including capital lease obligations subsequent to August 31, 2000 were as follows: 2002-$32,260,000, 2003-$373,000, 2004-$373,000, 2005-$372,000, 2006-$260,000; and 2009-$50,000,000. NOTE 4 -- FOREIGN CURRENCY FORWARD CONTRACTS The Company enters into forward foreign exchange contracts as a hedge against amounts due or payable in foreign currencies. These contracts limit the Company's exposure to fluctuations in foreign currency exchange rates. Any gains or losses associated with these contracts as well as the offsetting gains or losses from 20 the underlying assets or liabilities hedged are recognized on the foreign currency transaction line in the Consolidated Statement of Income. The Company does not hold or issue foreign exchange contracts for trading purposes. The following table presents a summary of foreign exchange contracts outstanding as of August 31, 2000 and August 31, 1999: 2000 1999 ========================== =========================== Contract Fair Contract Fair Amount Value Amount Value ----------- ----------- ----------- ----------- Buy Currency: Euro.............. $ 5,497,000 $ 5,465,000 $ -- $ -- German mark....... -- -- 1,028,000 1,031,000 All other......... 192,000 185,000 512,000 513,000 ----------- ----------- ----------- ----------- $ 5,689,000 $ 5,650,000 $ 1,540,000 $ 1,544,000 =========== =========== =========== =========== Sell Currency: Euro.............. $ 4,138,000 $ 4,138,000 $ -- $ -- German mark....... -- -- 5,123,000 4,854,000 British pound..... 6,346,000 6,509,000 300,000 300,000 U.S. dollar....... 411,000 435,000 577,000 611,000 ----------- ----------- ----------- ----------- $10,895,000 $11,082,000 $ 6,000,000 $ 5,765,000 =========== =========== =========== =========== The fair value of foreign exchange contracts was estimated by obtaining quotes from banks. Foreign exchange contracts are entered into with several financial institutions having good credit ratings and generally have maturities of less than nine months. NOTE 5 -- INCOME TAXES Income (loss) before taxes is as follows: Year Ended August 31, 2000 1999 1998 =========== =========== =========== Domestic.... $(4,231,000) $ 596,000 $11,308,000 Foreign..... 72,330,000 77,360,000 75,021,000 ----------- ----------- ----------- $68,099,000 $77,956,000 $86,329,000 =========== =========== =========== The provisions for U.S. and foreign income taxes consist of the following: Year Ended August 31, 2000 1999 1998 =========== =========== =========== Current taxes: U.S. ........... $ 856,000 $ 28,000 $ 4,255,000 Foreign......... 27,862,000 31,224,000 30,986,000 ----------- ----------- ----------- 28,718,000 31,252,000 35,241,000 ----------- ----------- ----------- Deferred taxes: U.S. .......... 564,000 (489,000) (405,000) Foreign........ 1,113,000 (596,000) (657,000) ----------- ----------- ----------- 1,677,000 (1,085,000) (1,062,000) ----------- ----------- ----------- $30,395,000 $30,167,000 $34,179,000 =========== =========== =========== A reconciliation of the statutory U.S. federal income tax rate with the effective tax rates of 44.6% in 2000, 38.7% in 1999 and 39.6% in 1998 is as follows: 2000 1999 1998 % of % of % of Pretax Pretax Pretax (in thousands) Amount Income Amount Income Amount Income ================= ============== =============== Statutory U.S. tax rate...... $23,835 35.0% $27,285 35.0% $30,215 35.0% Amount of foreign income taxes in excess of U.S. taxes at statutory rate. 5,655 8.3 3,274 4.2 2,452 2.8 Loss with no benefit........ 1,481 2.2 -- -- -- -- Other, net........ (576) (.9) (392) (.5) 1,512 1.8 ----------------- -------------- --------------- $30,395 44.6% $30,167 38.7% $34,179 39.6% ================= ============== =============== Deferred tax assets and (liabilities) consist of the following at August 31, 2000 and August 31, 1999: (in thousands) 2000 1999 ========== ========= Pensions.......................................................... $ 2,581 $ 2,512 Inventory reserves................................................ 1,432 2,409 Bad debt reserves................................................. 905 657 Accruals.......................................................... 3,419 3,513 Dividends to be received.......................................... -- 1,364 Postretirement benefits other than pensions....................... 5,545 4,965 Foreign tax credit carryforwards.................................. 15,134 8,129 Alternative minimum tax carryforwards............................. 3,033 2,149 Other............................................................. 2,436 4,966 ---------- ---------- Gross deferred tax assets......................................... 34,485 30,664 Valuation allowance............................................... (15,134) (8,129) ---------- ---------- Total deferred tax assets......................................... 19,351 22,535 ---------- ---------- Depreciation...................................................... (15,099) (17,315) Other............................................................. (1,032) (214) ---------- ---------- Gross deferred tax liabilities.................................... (16,131) (17,529) ---------- ---------- $ 3,220 $ 5,006 ========== ========== The valuation allowance is for foreign tax credit carryforward benefits which are not likely to be utilized. The foreign tax credit carryforwards will expire in periods from 2001 to 2005. The tax effect of temporary differences included in prepaids was $7,879,000 and $12,633,000 at August 31, 2000 and 1999 respectively. Deferred charges also included $4,521,000 and $3,748,000 from the tax effect of temporary differences at August 31, 2000 and 1999 respectively. At August 31, 2000, no taxes have been provided on the undistributed earnings of certain foreign subsidiaries amounting to $233,131,000 because the Company intends to reinvest these earnings. 21 NOTE 6 -- PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS The Company has defined benefit pension plans and other postretirement benefit plans, primarily health care and life insurance. Benefits for the defined benefit plans are based primarily on years of service and qualifying compensation during the final years of employment. Postretirement health care and life insurance benefits are provided to certain domestic employees if they reach retirement age while working for the Company. Components of the plan obligations and assets, and the recorded liability at August 31, 2000 and 1999 are as follows: PENSION BENEFITS OTHER POST RETIREMENT BENEFITS ------------------------------ ------------------------------ 2000 1999 2000 1999 -------------- -------------- -------------- -------------- Benefit obligation at beginning of year.......... $ (32,635,000) $ (29,100,000) $ (12,506,000) $ (11,284,000) Service cost..................................... (1,591,000) (1,503,000) (989,000) (924,000) Interest cost.................................... (1,929,000) (1,908,000) (864,000) (755,000) Participant contributions........................ (170,000) (154,000) -- -- Actuarial (gain) loss............................ 2,202,000 (2,565,000) 3,406,000 301,000 Benefits paid.................................... 641,000 1,108,000 223,000 156,000 Translation adjustment........................... 4,235,000 1,487,000 -- -- -------------- -------------- -------------- -------------- Benefit obligation at end of year................ $ (29,247,000) $ (32,635,000) $ (10,730,000) $ (12,506,000) ============== ============== ============== ============== Fair value of plan assets at beginning of year... $ 8,193,000 $ 6,943,000 $ -- $ -- Actual return on assets.......................... 797,000 1,008,000 -- -- Employer contributions........................... 1,288,000 913,000 223,000 156,000 Participant contributions........................ 170,000 154,000 -- -- Benefits paid.................................... (641,000) (548,000) (223,000) (156,000) Translation adjustment........................... (794,000) (277,000) -- -- -------------- -------------- -------------- -------------- Fair value of plan assets at end of year......... $ 9,013,000 $ 8,193,000 $ -- $ -- ============== ============== ============== ============== Funded Status.................................... $ (20,235,000) $ (24,442,000) $ (10,730,000) $ (12,506,000) Unrecognized: Net liability.................................. 968,000 1,296,000 -- -- Net (gain) loss................................ (69,000) 1,995,000 (4,527,000) (1,121,000) Prior year service cost........................ 539,000 552,000 (585,000) (671,000) -------------- -------------- -------------- -------------- Net amount unrecognized.......................... $ (18,797,000) $ (20,599,000) $ (15,842,000) $ (14,298,000) ============== ============== ============== ============== Amounts recognized in the statement of financial position consist of: Prepaid benefit cost........................... $ 96,000 $ -- $ -- $ -- Accrued benefit liability...................... (980,000) (270,000) -- -- Intangible asset............................... 741,000 1,360,000 -- -- Other long term liabilities.................... (19,503,000) (21,649,000) (15,842,000) (14,298,000) Deferred income taxes.......................... 297,000 -- -- -- Accumulated other comprehensive income......... 552,000 -- -- -- -------------- -------------- -------------- -------------- $ (18,797,000) $ (20,559,000) $ (15,842,000) $ (14,298,000) ============== ============== ============== ============== The components of net periodic benefit cost of the years ended August 31 are as follows: Service cost..................................... $ 1,591,000 $ 1,503,000 $ 989,000 $ 924,000 Interest cost.................................... 1,929,000 1,908,000 864,000 755,000 Expected return on plan assets................... (629,000) (889,000) -- -- Amortization of transition obligation............ 188,000 62,000 -- -- Amortization of prior service cost............... 52,000 53,000 (85,000) (85,000) Deferred asset gain.............................. -- 441,000 -- -- Recognized net actuarial loss.................... 145,000 53,000 -- (1,000) -------------- -------------- -------------- -------------- $ 3,276,000 $ 3,131,000 $ 1,768,000 $ 1,593,000 ============== ============== ============== ============== The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plan with accumulated benefit obligations in excess of plan assets were $29,247,000, $20,235,000 and $9,013,000 respectively as of August 31, 2000, $32,635,000, $24,442,000 and $8,193,000 respectively as of August 31, 1999. The total pension contributions for multiemployer pension plans was $196,000 in 2000, $193,000 in 1999 and $307,000 in 1998. 22 Actuarial assumptions used in the calculation of the recorded liability are as follows: 2000 1999 ---- ---- Weighted-average assumptions as of August 31 Discount rate......................... 6.4% 6.2% Return on pension plan assets......... 8.7% 8.7% Rate of compensation increase......... 2.4% 3.0% Projected health care cost trend rate. 8.5% 9.5% Ultimate health care rate............. 6.0% 6.0% Year ultimate health care trend rate is achieved................... 2005 2005 Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage point change in assumed health care cost trend rates would have the following effects at August 31, 2000: One-Percentage- One-Percentage- Point increase Point decrease --------------- --------------- Effect on total of service and interest cost components.............. $ 249,000 $ (206,000) Effect on postretirement obligation........ $1,431,000 $(1,253,000) The Company has agreements with two current employees that upon retirement, or death or disability prior to retirement, it shall make ten payments of $100,000 each to two employees or their beneficiaries for a ten-year period. Under these agreements, $1,912,000 is vested and $88,000 will vest over the next year. However, vesting and payments may be accelerated under certain conditions. The Company has provided $180,000 in 2000 and $131,000 in 1999, and 1998 to cover the current cost for such agreements. In connection with such agreements, the Company owns and is the beneficiary of life insurance policies amounting to $2,000,000. The amounts provided are included in other long-term liabilities. NOTE 7 -- INCENTIVE STOCK PLANS Effective in December 1991, the Company adopted the 1991 Stock Incentive Plan and authorized 1,875,000 shares for future grants. In October 1999, the plan was amended to authorize an additional 2,000,000 shares. The 1991 Plan provides for the grant of incentive stock options, nonqualified stock options and restricted stock awards. The option price of incentive stock options is the fair market value of the common shares on the date of grant. In the case of nonqualified stock options, the Company intends to grant options at fair market value on the date of grant. However, the Plan does provide that the option price may not be less than 50% of the fair market value of the common shares on the date of grant. Stock options may be exercised as determined by the Company, but in no event prior to six months following the date of grant or after the tenth anniversary date of grant. At August 31, 2000, there were 2,024,314 shares available for issuance under the 1991 Plan. Effective in October 1992, the Company adopted the 1992 Non-Employee Directors' Stock Option Plan and authorized 125,000 shares for future grants. The 1992 Plan provides for the grant of 1,000 nonqualified stock options to each non-employee director on the first business day of February of each year. The option price is the fair market value of the common shares on the first business day immediately preceding the date of grant. All options become exercisable at the rate of 25% per year, commencing on the first anniversary of the date of grant of the option. Each option expires five years from the date of grant. At August 31, 2000, there were 92,531 shares available for issuance under the 1992 Plan. The following is a summary with respect to option activity for all of the plans: Year Ended August 31, ================================================== 2000 1999 ----------------------- ------------------------- Weighted Weighted Shares Average Shares Average Under Exercise Under Exercise Option Price Option Price --------- -------- --------- --------- Outstanding at beginning of year........ 1,311,375 $20.10 1,056,925 $21.59 Granted during the year................. 568,200 12.15 400,600 18.30 Cancelled during the year............... (233,006) 23.66 (146,150) 25.91 --------- --------- Outstanding at end of year.............. 1,646,569 16.85 1,311,375 20.10 ========= ========= Exercisable at end of year.............. 588,673 19.99 507,645 22.12 ========= ========= Under the 1991 Plan, 43,150 shares were granted on July 11, 1996, 67,100 shares were granted on July 8, 1998, 52,800 shares were granted on July 8, 1999 and 79,000 shares were granted on August 30, 2000. The fair market value on the date of grant in 1996 was $23.00 per share, 1998 was $18.91 per share, 1999 was $18.31 per share and in 2000 was $12.13 per share. These shares vest five years following the date of grant so long as the holder remains employed by the Company. Unearned compensation representing the fair market value of the shares at the date of grant is charged to income over the five year vesting period. Compensation expense for restricted stock was $650,000 in 2000, $648,000 in 1999 and $428,000 in 1998. The following table summarizes information about options outstanding at August 31, 2000: Weighted Average --------------------- Grant Options Options Exercise Remaining Date Outstanding Exercisable Price Life (Years) -------------------------------------------------------------- 7/96 173,900 173,900 23.00 1 4/97 218,350 163,763 18.50 2 7/98 282,575 141,288 18.91 2.7 7/99 379,700 94,925 18.31 4 8/00 562,200 -- 12.13 5 All other 29,844 14,797 22.02 2.8 23 No expense has been charged to income relating to stock options. If the fair value method of accounting for stock options under SFAS 123 had been used, the after tax expense relating to the stock options would have been $761,000 or $.03 per share in 2000, $617,000 or $.02 per share in 1999 and $405,000 or $.01 per share in 1998. Pro forma net income would have been $36,943,000 in 2000, $47,172,000 in 1999 and $49,738,000 in 1998. The pro forma amounts listed above do not take into consideration the pro forma compensation expense related to grants made prior to fiscal 1996. The weighted average fair value at the date of grant was $4.01, $5.53, and $5.31 for options granted in 2000, 1999, and 1998. Under SFAS 123, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted average assumptions were used for grants: Year Ended August 31, ======================================= 2000 1999 1998 ----------- ----------- -------- Expected life (years)..... 5 5 5 Interest rate............. 5.9 - 6.7% 4.6 - 5.9% 5.4% Volatility................ 30% 26% 24% Dividend yield............ 1.32% 1.33% 1.25% NOTE 8 -- EARNINGS PER COMMON SHARE Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if common stock equivalents were exercised and then shared in the earnings of the Company. Under both the basic and diluted earnings per share calculations, reported net income is reduced by preferred dividends of $53,000. The weighted-average number of common shares used is as follows: Year Ended August 31, =========================================== 2000 1999 1998 ---------- ---------- ---------- Basic.......... 30,224,433 31,671,768 35,236,098 Diluted........ 30,224,433 31,679,614 35,275,327 The difference between basic and diluted weighted-average common shares results from the assumed exercise of outstanding stock options and grants of restricted stock, calculated using the treasury stock method. The following stock equivalents are not included in the diluted earnings per share calculation because their effects are antidilutive: Year Ended August 31, ========================================= 2000 1999 1998 --------- --------- --------- Stock equivalents.............. 1,646,569 1,465,225 1,158,096 NOTE 9 -- CAPITAL STOCK AND STOCKHOLDER RIGHTS PLAN The Special Stock of 1,000,000 shares was authorized with such preferences or special terms and for such consideration as may be determined at the discretion of the Board of Directors. In January 1996, the Company adopted a Shareholder Rights Plan, and reserved 100,000 shares of Special Stock for use under such Plan. Under this Plan, one Right shall be attached to each share of Common Stock of the Company. Initially, the Rights are not exercisable and automatically trade with the Common Stock. However, 10 days after a person or group acquires 15% or more of the Company's Common Stock, or 10 business days after a person or group commences a tender or exchange offer that would result in such person or group owning 15% or more of the outstanding shares of Common Stock of the Company (even if no purchases actually occur), whichever is earlier, the Rights will become exercisable. When the Rights first become exercisable, each Right will entitle the holder thereof to buy from the Company one share of Special Stock for $85.00 (subject to adjustment thereafter). However, if any person or entity acquires 15% or more of the Company's Common Stock, each Right not owned by a 15%-or-more stockholder would become exercisable for a certain number of shares of Common Stock of the Company in lieu of one share of Special Stock. The number of shares of Common Stock would be that having at that time, a market value of two times the then current exercise price of the Right. If the Company is involved in a merger or other business combination with or into another person or entity in which the Company's Common Stock is changed into or exchanged for common stock of such other person or entity, or if the Company sells 50% or more of its assets or earning power to another person or entity, at any time after the Rights become exercisable, each Right will entitle the holder thereof to buy such number of shares of common stock of such other person or entity as have a market value of twice the then current exercise price of each Right. The Company may redeem the Rights at a price of $.01 per Right at any time prior to the 10th business day after public announcement of the acquisition by any person or entity of 15% or more of the Company's Common Stock. The Rights will expire on January 25, 2006 unless earlier redeemed by the Company. At no time will the Rights have any voting power. 24 NOTE 10 -- CUMULATIVE EFFECT OF ACCOUNTING CHANGE On November 20, 1997, the FASB Emerging Issues Task Force issued a new ruling which requires the write-off of business process re-engineering costs. The cumulative effect of this change to September 1, 1997 was to decrease the pretax income by $3,237,000 and net income by $2,007,000 or $.06 per share and is accounted for as a cumulative effect of a change in accounting method for the year ended August 31, 1998. NOTE 11 -- LEASES Total rental expense was $4,217,000 in 2000, $4,580,000 in 1999 and $3,398,000 in 1998. The future minimum rental commitments for non-cancelable leases excluding obligations for taxes, insurance, etc. are as follows: Year ended August 31, Minimum rental ================================================== 2001 $3,168,000 2002 2,828,000 2003 1,852,000 2004 822,000 2005 117,000 Later years 82,000 ---------- $8,869,000 ========== NOTE 12 -- SEGMENT INFORMATION The Company is engaged in the sale of plastic resins in various forms, which are used, as raw materials by its customers. To identify reportable segments, the Company considered its operating structure and the types of information subject to regular review by executive management. On this basis, the Company operates primarily in two geographic business segments, North America and Europe. The North American segment includes operations in the United States, Canada, and Mexico. The Company's European segment includes operations conducted in Belgium, France, Germany, Poland, Hungary, Indonesia, Italy, Spain, Switzerland and the United Kingdom. The accounting policies of each business segment are consistent with those described in the "Summary of Significant Accounting Policies". Operating income includes all items except for interest income and expense. North American corporate expenses have not been allocated. Assets of geographic segments represent those assets identified with the operation of each segment. NORTH (IN THOUSANDS) AMERICA EUROPE OTHER CONSOLIDATED --------- --------- --------- ------------ AUGUST 31, 2000 Sales to unaffiliated customers.................................... $ 438,482 $ 594,037 $ -- $1,032,519 --------- --------- --------- ---------- Gross profit....................................................... $ 61,041 $ 106,121 $ -- $ 167,162 --------- --------- --------- ---------- Operating income (Note 15)........................................................ $ 14,429 $ 58,336 $ -- $ 72,765 Interest expense, net.............................................. -- -- (4,666) (4,666) --------- --------- --------- ---------- Income before taxes................................................ $ 14,429 $ 58,336 $ (4,666) $ 68,099 ========= ========= ========= ========== Identifiable assets................................................ $ 297,790 $ 275,100 $ -- $ 572,890 --------- --------- --------- ---------- Depreciation expense............................................... $ 13,141 $ 8,444 $ -- $ 21,585 --------- --------- --------- ---------- Capital expenditures............................................... $ 16,416 $ 16,036 $ -- $ 32,452 --------- --------- --------- ---------- AUGUST 31, 1999 Sales to unaffiliated customers.................................... $ 424,133 $ 561,490 $ -- $ 985,623 --------- --------- --------- ---------- Gross profit....................................................... $ 68,006 $ 112,587 $ -- $ 180,593 --------- --------- --------- ---------- Operating income................................................... $ 17,145 $ 62,696 $ -- $ 79,841 Interest expense, net.............................................. -- -- (1,885) (1,885) Income before taxes................................................ $ 17,145 $ 62,696 $ (1,885) $ 77,956 ========= ========= ========= ========== Identifiable assets................................................ $ 289,459 $ 303,841 $ (1,773) $ 591,527 --------- --------- --------- ---------- Depreciation expense............................................... $ 13,148 $ 7,625 $ -- $ 20,773 --------- --------- --------- ---------- Capital expenditures............................................... $ 16,155 $ 18,927 $ -- $ 35,082 --------- --------- --------- ---------- AUGUST 31, 1998 Sales to unaffiliated customers.................................... $ 421,188 $ 572,206 $ -- $ 993,394 --------- --------- --------- ---------- Gross profit....................................................... $ 65,388 $ 104,150 $ -- $ 169,538 --------- --------- --------- ---------- Operating income................................................... $ 20,845 $ 64,592 $ -- $ 85,437 Interest income, net............................................... -- -- 892 892 --------- --------- --------- ---------- Income before taxes and cummulative effect of an accounting change........................................................... $ 20,845 $ 64,592 $ 892 $ 86,329 ========= ========= ========= ========== Identifiable assets................................................ $ 272,198 $ 290,884 $ (1,162) $ 561,920 --------- --------- --------- ---------- Depreciation expense............................................... $ 11,203 $ 6,614 $ -- $ 17,817 --------- --------- --------- ---------- Capital expenditures............................................... $ 17,520 $ 13,467 $ -- $ 30,987 --------- --------- --------- ---------- 25 Below is a summary of sales point of origin and assets by location: (in thousands) 2000 1999 1998 ---------- --------- --------- Net Sales United States........ $ 350,717 $336,792 $346,370 Germany.............. 264,557 256,035 283,288 Other International.. 417,245 392,796 363,736 ---------- -------- -------- $1,032,519 $985,623 $993,394 ========== ======== ======== Long Lived Assets United States........ $ 79,846 $ 80,966 $ 80,009 Other International.. 80,065 79,377 68,174 ---------- -------- -------- $ 159,911 $160,343 $148,183 ========== ======== ======== NOTE 13 -- CONTINGENCIES The Company is engaged in various legal proceedings arising in the ordinary course of business. The ultimate outcome of these proceedings is not expected to have a material adverse effect on the Company's financial condition. NOTE 14 -- QUARTERLY FINANCIAL HIGHLIGHTS (UNAUDITED) (In thousands, except per share data) Quarter ended Year ended ---------------------------------------------- ----------- Nov. 30, Feb. 29, May 31, Aug. 31, Aug. 31, 1999 2000 2000 2000 2000 ============================================== =========== Net Sales........... $273,685 $248,088 $275,265 $235,481 $1,032,519 Gross Profit........ 46,877 40,931 42,586 36,769 167,163 Net Income.......... 11,942 9,734 9,352 6,676 37,704 Basic and Diluted Earnings Per Share of Common Stock....... $.38 $.32 $.32 $.23 $1.25 Net income for the quarter ended November 30, 1999 included a one-time gain of $787,000 or $.02 per share from the settlement of an insurance claim resulting from equipment problems at one of the North American manufacturing facilities. Net income for the quarter ended February 29, 2000 included $1,748,000 or $.05 per share from demutualization of an insurance company. Quarter ended Year ended --------------------------------------------------------- ---------- Nov. 30, Feb. 28, May 31, Aug. 31, Aug. 31, 1998 1999 1999 1999 1999 ========================================================= ========== Net Sales.......... $258,646 $235,198 $250,450 $241,329 $985,623 Gross Profit....... 49,450 39,492 45,264 46,387 180,593 Net Income......... 12,818 8,640 11,297 15,034 47,789 Basic and Diluted Earnings Per Share of Common Stock...... $.40 $.27 $.36 $.48 $1.51 NOTE 15 - INTEREST AND OTHER INCOME Interest and other income for the year ended August 31, 2000, includes $2,689,000 in North America from consideration received due to the demutualization of an insurance carrier and $1,211,000 from the settlement of an insurance claim resulting from equipment problems at a facility in North America. Net income includes $2,535,000 or $.07 per share related to these events. NOTE 16 - SUBSEQUENT EVENTS In October 2000, the Company announced its intention to terminate manufacturing at its plant in Akron, Ohio. The plant employs 91 hourly and 38 salaried workers. The plan provides for termination in approximately 90 days. The Company plans to utilize the building for product sampling and as a warehousing and logistics center. A combination of plastics industry economic and financial factors led to the decision to end manufacturing at this facility. These factors include increased margin pressures and lower- than-expected customer demand for products produced at the plant. The Akron plant is the oldest and one of the Company's most expensive facilities to operate among the six plants in the United States. The Company has available manufacturing capacity at other A. Schulman plants. Production of the Akron plant's compounds that are used in the film, packaging and rotational molding markets are being transferred to those other manufacturing facilities. 26 A. Schulman, Inc. Report of Independent Accountants - ------------------------------------------------------------------------------ PRICEWATERHOUSECOOPERS [LOGO] To the Board of Directors and Stockholders of A. Schulman, Inc. In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, stockholders' equity and cash flows present fairly, in all material respects, the financial position of A. Schulman, Inc. and its subsidiaries at August 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended August 31, 2000, in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the over-all financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Cleveland, Ohio October 19, 2000 A. Schulman, Inc. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS RESULTS OF OPERATIONS 2000 Net sales for 2000 were $1,032.5 million or 4.8% higher than 1999 sales of $985.6 million. A comparison of net sales is as follows: (In Thousands) ========== ======================= 2000 1999 Increase North America..... $ 438,482 $424,133 $14,349 Europe............ 594,037 561,490 32,547 ---------- -------- ------- $1,032,519 $985,623 $46,896 ========== ======== ======= The translation effect from primarily, the weaker Euro, decreased 2000 sales by $71.4 million. Worldwide tonnage was 3.4% higher than in 1999. Tonnage was up 5.3% in Europe and down approximately 1% in North America. Tonnage in manufacturing was up approximately 9% for the year. A new manufacturing line in France, which commenced operation in the final quarter of 1999, was the major reason for the increase in tonnage. Gross profit margins on sales were 16.2% in 2000 and 18.3% in 1999. A comparison of gross profit is as follows: (In Thousands) =============== ============================== 2000 1999 (Decrease) North America..... $ 61,041 13.9% $ 68,006 16.0% $ (6,965) Europe............ 106,112 17.9% 112,587 20.1% (6,475) --------------- ------------------------------ $167,153 16.2% $180,593 18.3% $(13,440) =============== ============================== The decrease in gross profit margins in 2000 were due to the higher cost of plastic resins and competitive price pressures. A comparison of capacity utilization levels is as follows: Increase 2000 1999 (Decrease) North America..... 86% 81% 6% Europe............ 86% 88% (2%) Worldwide......... 86% 84% 2% The increase in North American capacity utilization was mainly due to the removal of manufacturing lines in Nashville, Tennessee, Bellevue, Ohio and Orange, Texas. These lines represented 38 million pounds of North American manufacturing capacity. European utilization declined, primarily due to the first year of operation of a new large manufacturing line in Givet, France. This line has an annual capacity of 60 million pounds. Selling, general and administrative expenses decreased $1.4 million in 2000. The translation effect from primarily the weak Euro, decreased these expenses by $6.4 million. This more than offset higher compensation costs and other increases in expenses. Interest expense was up in 2000 due to increased levels of borrowing and higher interest rates. Foreign currency transaction gains were primarily due to changes in the value of currencies in major areas where the Company operates. The major currencies are the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar and Mexican peso. Minority interest represents a 30% equity position of Mitsubishi Chemical MKV Company in a partnership with the Company and a 35% equity position of P.T. Prima Polycon Indah in an Indonesian joint venture with the Company. Interest and other income for the year ended August 31, 2000, includes $2,689,000 in North America from consideration received due 27 to the demutualization of an insurance carrier and $1,211,000 from the settlement of an insurance claim resulting from equipment problems at a facility in North America. Net income includes $2,535,000 or $.07 per share related to these events. The effective tax rate was 44.6% in 2000 and 38.7% in 1999. The 2000 tax rate was higher primarily because the Company was unable to utilize anticipated tax benefits, primarily foreign tax credits. The strengthening in the value of the U.S. dollar primarily resulting from the weaker Euro, decreased net income by approximately $4.2 million or $.14 per share in 2000. North American operating income was down for the year because of a reduction in gross profits of $7.0 million, and a $2.0 million increase in selling, general and administrative expense. In October 2000, the Company announced its intention to terminate manufacturing at its plant in Akron, Ohio. The plant employs 91 hourly and 38 salaried workers. The plan provides for termination in approximately 90 days. The Company plans to utilize the building for product sampling and as a warehousing and logistics center. A combination of plastics industry economic and financial factors led to the decision to end manufacturing at this facility. These factors include increased margin pressures and lower-than-expected customer demand for products produced at the plant. The Akron plant is the oldest and one of the Company's most expensive facilities to operate among the six plants in the United States. The Company has available manufacturing capacity at other A. Schulman plants. Production of the Akron plant's compounds that are used in the film, packaging and rotational molding markets are being transferred to those other manufacturing facilities. European operating income decreased $4.4 million in 2000. Sales in Europe were up $32.6 million due to 5.3% tonnage increase and higher sales prices from increased costs of plastic resins. The adverse effects of translation reduced sales by approximately $73.8 million. European gross profit declined $6.5 million from 1999. Selling, general and administrative expenses in Europe were down $3.4 million over the previous year primarily due to the effects of the translation. Currently, the Company has a good level of orders, especially in Europe. However, there are a number of signs that economic activity may be slowing, which will make it difficult to achieve the level of earnings projected in its financial plan. The months ahead will provide continuing challenges. The Company anticipates more margin pressures, further softening in demand and no significant improvement in the Euro. 1999 Net sales for 1999 were $985.6 million or 0.8% lower than 1998 sales of $993.4 million. A comparison of net sales is as follows: (In Thousands) ======== ===================== Increase 1999 1998 (Decrease) North America..... $424,133 $421,188 $ 2,945 Europe............ 561,490 572,206 (10,716) -------- --------------------- $985,623 $993,394 $ (7,771) ======== ===================== The translation effect from the stronger U.S. dollar decreased 1999 sales by $4.4 million. Worldwide tonnage for 1999 was 2.2% higher than 1998. Tonnage was up 4.7% in Europe and down approximately 1% in North America. Tonnage in manufacturing was off approximately 2% for the year, but merchant volume was up strongly. Although the pricing of resins has firmed during the past several months, the low level of pricing in the worldwide plastics market adversely affected sales in 1999. Gross profit margins on sales were 18.3% in 1999 and 17.1% in 1998. A comparison of gross profit is as follows: (In Thousands) =============== ========================== 1999 1998 Increase North America..... $ 68,006 16.0% $ 65,388 15.5% $ 2,618 Europe............ 112,587 20.1% 104,150 18.2% 8,437 --------------- -------------------------- $180,593 18.3% $169,538 17.1% $11,055 =============== ========================== The improvement in gross profit margins in 1999 was achieved despite a lower level of capacity utilization. The better margins were primarily due to improving trends in resin prices. Utilization was down in Europe, mainly due to the startup of a new large manufacturing line in the Givet, France operation. Utilization in North America declined due to additional capacity in the Canadian and Mexican facilities as well as equipment problems at a Texas tolling facility during the fourth quarter. A comparison of capacity utilization levels is as follows: 1999 1998 (Decrease) North America..... 81% 86% (6%) Europe............ 88% 96% (8%) Worldwide......... 84% 90% (7%) Selling, general and administrative expenses increased $14 million in 1999. During 1999, the Company incurred $4.3 million of costs associated with redesigning its business processes and installing new systems at a majority of its worldwide facilities. In addition, expenses were higher due to $2.1 million from new operations in Italy and Hungary, increased compensation for additional personnel, annual salary adjustments and a major plastic trade show held every three years. Interest expense increased in 1999 due to higher levels of borrowing. Foreign currency transaction losses were primarily due to changes in the value of currencies in major areas where the Company operates, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar and Mexican peso. Minority interest represents a 30% equity position of Mitsubishi Chemical MKV Company in a partnership with the Company and a 35% equity position of P.T. Prima Polycon Indah in an Indonesian joint venture with the Company. Other income declined due to lower interest income resulting from a reduction in European temporary investments. This decline more than offset a settlement arising from the termination of a supplier arrangement in Europe during the 1999 second quarter. The effective tax rate was 38.7% in 1999 and 39.6% in 1998. The 1999 tax rate was lower primarily because of a reduction in certain tax rates in Europe and lower provisions for international issues. The strengthening in the value of the U.S. dollar decreased net income by approximately $189,000 or $.01 per share in 1999. North American income before taxes was down $3.7 million for the year. Volume in North America was down approximately 1%, but higher operating expenses offset an improvement in gross profit and margins. 28 European income before taxes decreased $1.9 million in 1999. Sales in Europe declined $10.7 million due to the adverse effects of translation and lower prices of plastics, which more than offset tonnage gains of 4.7%. FINANCIAL CONDITION Historically, the Company's primary source of funds has been from operations. It is expected that this source of cash flow will continue to provide a substantial portion of the Company's future needs. The assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars using current exchange rates. Income statement items are translated at average exchange rates prevailing during the period. The resulting translation adjustments are recorded in the "accumulated other comprehensive income" account in stockholders' equity. During the 2000 fiscal year the strengthening of the U.S. dollar decreased this account by approximately $30.3 million. The following represent key measurements of the capital structure and profitability of the Company: (Dollars in Thousands except per share data) ======== ====================== 2000 1999 1998 Net worth................................... $323,461 $356,246 $366,271 Book value per common share................. $ 10.99 $ 11.41 $ 10.97 Ratio of long-term liabilities to capital... 27.6% 22.4% 17.1% Return on average net worth................. 11.1% 13.2% 13.2% Net income as a percentage of sales......... 3.7% 4.8% 5.0% The ratio of long-term liabilities to capital is computed by dividing long-term debt and other long-term liabilities by the sum of total stockholders' equity plus long-term debt and other long-term liabilities. This ratio was higher in 2000 primarily due to a $18.6 million increase in the outstanding debt resulting from the Company's stock repurchase program, capital expenditures and dividends. The return on average net worth is computed by dividing net income by the average of the total common stockholders' equity during the year. During 1999, the Company repurchased 1,799,000 shares of its common stock for $24,100,000. Approximately 1.9 million shares remain under a six million-share authorization approved by the Board of Directors in August 1998. Subject to market conditions, the company intends to continue repurchasing its common stock in 2001. Working capital and the current ratio are as follows: (In Thousands) ======== ===================== 2000 1999 1998 Working capital........ $277,206 $290,280 $288,300 Current ratio.......... 3.5:1 3.5:1 3.7:1 Accounts receivable increased $2.2 million since August 31, 1999, primarily due to price increases implemented to partially offset higher raw material costs. The number of days sales in accounts receivable improved to 57 days at August 31, 2000 compared with 59 days at August 31, 1999. The days sales outstanding ratio is computed by dividing the ending accounts receivable balance by the average daily net sales for the year. During 2000, the Company expended $32 million for fixed assets. These expenditures included the July 2000 acquisition of a manufacturing facility in Milan, Italy. This facility, with an annual capacity of approximately 25 million pounds, cost $5.6 million and provides the capability to increase value added sales in Italy. A new line was installed in the Nashville, Tennessee location and commenced production in September 2000. Two other manufacturing lines were under construction during the year ended August 31, 2000, one in the Company's Mexican facility and one at the Sunprene Company, a joint venture. Both lines are expected to be completed and commence production in the spring of 2001. The Company has a revolving credit agreement, which provides for borrowings up to $100 million through August 14, 2002. At August 31, 2000, $32.0 million was outstanding under this facility. On August 17, 1999, the Company completed a private placement agreement for $50,000,000 of Senior Notes with an interest rate of 7.27% due in 2009. Also, short-term lines of credit are maintained with various domestic and foreign banks. The unused commitment under these lines was $44.4 million at August 31, 2000. The Company's unfunded pension liability is approximately $20.2 million at August 31, 2000 and primarily relates to the plan maintained by the Company's German subsidiary. Under such plans, there is no separate vehicle to accumulate assets to provide for the payment of benefits. The benefits are paid directly by the Company to the participants. It is anticipated that the German subsidiary will generate sufficient funds from operations to pay these benefits in the future. The Company enters into forward foreign exchange contracts as a hedge against amounts due or payable in foreign currencies. These contracts limit the Company's exposure to fluctuations in foreign currency exchange rates. Any gains or losses associated with these contracts as well as the offsetting gains or losses from the underlying assets or liabilities hedged are recognized on the foreign currency transaction line in the Consolidated Statement of Income. The Company estimates that a 10% change in foreign exchange rates at August 31, 2000 would have changed the fair value of the contracts by approximately $0.5 million. Changes in the fair value of forward exchange contracts are substantially offset by changes in the fair value of the hedged positions. The Company does not hold or issue financial instruments for trading purposes or utilize any other types of derivative instruments. On June 15, 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 is effective for the Company beginning September 1, 2000. SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Management of the Company anticipates that, due to its limited use of derivative instruments, the adoption of SFAS 133 will not have a significant effect on the Company's results of operations or its financial position. CAUTIONARY STATEMENTS Statements in this report which are not historical facts are forward looking statements which involve risks and uncertainties and actual events or results could differ materially from those expressed or implied in this report. These "forward-looking statements" are based on currently available information. They are also inherently uncertain, and investors must recognize that events could turn out to be significantly different from what we had expected. Examples of such uncertainties include, but are not limited to, the following: - - Worldwide and regional economic, business and political conditions - - Fluctuations in the value of currencies in major areas where the Company operates, i.e. the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso and Indonesian rupiah, etc. - - Fluctuations in prices of plastic resins and other raw materials - - Changes in customer demand and requirements 29 A. Schulman, Inc. ELEVEN YEAR SUMMARY OF SELECTED FINANCIAL DATA (In thousands, except per share data) Year Ended August 31, ============ =========================================== 2000 1999 1998 1997 Net sales ..................................................... $ 1,032,519 $ 985,623 $ 993,394 $ 996,376 Interest and other income ..................................... 6,703(1) 2,712 3,072 4,998 ------------ ------------ ------------ ------------ 1,039,222 988,335 996,466 1,001,374 ------------ ------------ ------------ ------------ Cost of sales ................................................. 865,357 805,030 823,856 833,345 Other costs, expenses, etc. ................................... 105,766 105,349 86,281 81,747 ------------ ------------ ------------ ------------ 971,123 910,379 910,137 915,092 ------------ ------------ ------------ ------------ Income before taxes and cumulative effect of accounting changes 68,099 77,956 86,329 86,282 Provision for U.S. and foreign income taxes ................... 30,395 30,167 34,179 35,538 ------------ ------------ ------------ ------------ Income before cumulative effect of accounting changes ......... 37,704 47,789 52,150 50,744 Cumulative effect of accounting changes (2) (3) ............... -- -- (2,007) -- ------------ ------------ ------------ ------------ Net income .................................................... $ 37,704 $ 47,789 $ 50,143 $ 50,744 ============ =========================================== Total assets .................................................. $ 572,890 $ 591,527 $ 561,920 $ 562,945 Long-term debt ................................................ $ 83,638 $ 65,000 $ 40,000 $ 12,009 Total stockholders' equity .................................... $ 323,461 $ 356,246 $ 366,271 $ 393,401 Average number of common shares outstanding, net of treasury shares: Basic .................................................. 30,224,433 31,671,768 35,236,098 37,125,345 Diluted ................................................ 30,224,433 31,679,614 35,275,327 37,149,595 Diluted earnings per share: Before cumulative effect of accounting changes ......... $ 1.25 $ 1.51 $ 1.48 $ 1.37 Cumulative effect of accounting changes (2) (3) ........ -- -- $ (0.06) -- Net income ............................................. $ 1.25 $ 1.51 $ 1.42 $ 1.37 Cash dividends per common share ............................... $ .53 $ .49 $ .45 $ .41 Book value per common share ................................... $ 10.99 $ 11.41 $ 10.97 $ 10.83 Year Ended August 31, ============================================================ 1996 1995 1994 1993 Net sales ..................................................... $ 976,694 $ 1,027,458 $ 748,778 $ 685,112 Interest and other income ..................................... 6,075 7,099 7,456 8,103 ------------ ------------ ------------ ------------ 982,769 1,034,557 756,234 693,215 ------------ ------------ ------------ ------------ Cost of sales ................................................. 826,076 863,409 617,855 565,284 Other costs, expenses, etc .................................... 85,721 81,336 67,939 65,480 ------------ ------------ ------------ ------------ 911,797 944,745 685,794 630,764 ------------ ------------ ------------ ------------ Income before taxes and cumulative effect of accounting changes 70,972 89,812 70,440 62,451 Provision for U.S. and foreign income taxes ................... 28,795 36,194 25,869 23,544 ------------ ------------ ------------ ------------ Income before cumulative effect of accounting changes ......... 42,177 53,618 44,571 38,907 Cumulative effect of accounting changes (2) (3) ............... -- -- -- (2,169) ------------ ------------ ------------ ------------ Net income .................................................... $ 42,177 $ 53,618 $ 44,571 $ 36,738 ============================================================ Total assets .................................................. $ 623,378 $ 647,166 $ 510,419 $ 407,865 Long-term debt ................................................ $ 40,054 $ 75,096 $ 23,126 $ 10,149 Total stockholders' equity .................................... $ 433,110 $ 405,218 $ 345,919 $ 294,209 Average number of common shares outstanding, net of treasury shares: Basic .................................................. 37,584,561 37,544,408 37,438,118 37,325,547 Diluted ................................................ 37,591,747 37,703,820 37,540,391 37,411,527 Diluted earnings per share: Before cumulative effect of accounting changes ......... $ 1.12 $ 1.42 $ 1.19 $ 1.04 Cumulative effect of accounting changes (2) (3) ........ -- -- -- $ (0.06) Net income ............................................. $ 1.12 $ 1.42 $ 1.19 $ .98 Cash dividends per common share ............................... $ .37 $ .33 $ .286 $ .248 Book value per common share ................................... $ 11.43 $ 10.75 $ 9.21 $ 7.84 Year Ended August 31, ============================================== 1992 1991 1990 Net sales ..................................................... $ 732,170 $ 736,007 $ 678,644 Interest and other income ..................................... 6,778 4,083 2,409 ------------ ------------ ------------ 738,948 740,090 681,053 ------------ ------------ ------------ Cost of sales ................................................. 599,009 614,001 566,872 Other costs, expenses, etc .................................... 66,838 55,876 50,644 ------------ ------------ ------------ 665,847 669,877 617,516 ------------ ------------ ------------ Income before taxes and cumulative effect of accounting changes 73,101 70,213 63,537 Provision for U.S. and foreign income taxes ................... 29,341 27,864 27,441 ------------ ------------ ------------ Income before cumulative effect of accounting changes ......... 43,760 42,349 36,096 Cumulative effect of accounting changes (2) (3) ............... -- -- -- ------------ ------------ ------------ Net income .................................................... $ 43,760 $ 42,349(4) $ 36,096 ============================================== Total assets .................................................. $ 427,966 $ 344,273 $ 328,210 Long-term debt ................................................ $ 10,108 $ 9,000 $ 7,000 Total stockholders' equity .................................... $ 307,576 $ 232,567 $ 223,973 Average number of common shares outstanding, net of treasury shares: Basic .................................................. 37,024,548 36,963,010 37,699,043 Diluted ................................................ 37,340,053 37,239,413 37,927,662 Diluted earnings per share: Before cumulative effect of accounting changes ......... $ 1.17 $ 1.14 $ .95 Cumulative effect of accounting changes (2) (3) ........ -- -- -- Net income ............................................. $ 1.17 $ 1.14(4) $ .95 Cash dividends per common share ............................... $ .216 $ .186 $ .153 Book value per common share ................................... $ 8.26 $ 6.26 $ 5.91 (1) Includes $3,900,000 in North America from consideration received due to the demutualization of an insurance carrier and the settlement of an insurance claim resulting from equipment problems at a facility in North America. Net income includes $2,535,000 or $.07 per share related to these events. (2) Effective September 1, 1992, the Company adopted SFAS 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," and SFAS 109, "Accounting for Income Taxes." (3) On November 20,1997, The FASB Emerging Issues Task Force issued a new ruling which requires the write-off of business process re-engineering costs. Accordingly, $3,237,000 of such costs capitalized as of August 31, 1997 were written off in the quarter ending November 30, 1997. This write-off, net of income taxes, amounted to $2,007,000 or $.06 per common share and was accounted for as a change in accounting. (4) Includes a gain of $887,000 or $.02 per share from life insurance proceeds and a tax benefit of $945,000 or $.03 per share from a new U.S./German tax treaty. This tax benefit included $466,000 or $.01 per share applicable to 1990 and $479,000 or $.01 per share applicable to prior years. 30 CORPORATE HEADQUARTERS 3550 West Market Street Akron, Ohio 44333 (330) 666-3751 www.aschulman.com ANNUAL MEETING of Stockholders will be held on Thursday, December 7, 2000, at 10 AM E.S.T., at the Hilton Inn West 3180 West Market Street Akron, Ohio 44333 INDEPENDENT ACCOUNTANTS PricewaterhouseCoopers LLP BP Tower 27th Floor 200 Public Square Cleveland, Ohio 44114-2301 STOCK LISTING The common stock of A. Schulman, Inc. is traded and quoted through the NASDAQ National Market System. Symbol: SHLM TRANSFER AGENT First Chicago Trust Company A Division of EquiServe P.O. Box 2500 Jersey City, NJ 07303-2500 Any questions regarding shareholder records should be directed to First Chicago Trust Company 800-317-4445 http://www.equiserve.com fctc@em.equiserve.com The annual report to the Securities and Exchange Commission, Form 10-K, will be made available upon request without charge. Write: Robert A. Stefanko, Chairman and Chief Financial Officer A. Schulman, Inc. 3550 West Market Street Akron, Ohio 44333 31 A. SCHULMAN, INC. THE BOARD OF DIRECTORS EXECUTIVE OFFICERS CORPORATE HEADQUARTERS ROBERT A. STEFANKO TERRY L. HAINES A. SCHULMAN, INC. Chairman President and Chief Executive Officer 3550 West Market Street Akron, OH 44333 TERRY L. HAINES ROBERT A. STEFANKO (330) 666-3751 President and Chief Executive Officer Chairman, Chief Financial Officer and Treasurer DR. PEGGY GORDON ELLIOTT DOMESTIC OFFICES President, South Dakota State University GORDON L. TRIMMER Vice President -- INTERNATIONAL AUTOMOTIVE JOSEPH M. GINGO North American Sales and Marketing MARKETING CENTER Senior Vice President, 2100 East Maple Road Technology and Global Products Planning, ALAIN C. ADAM Birmingham, MI 48009-6524 The Goodyear Tire and Rubber Company Vice President -- (248) 643-6100 International Automotive Operations WILLARD R. HOLLAND SOUTHEAST REGIONAL SALES OFFICE Former Chairman JOHN M. MYLES 7029 Albert Pick Road, Suite 101 FirstEnergy Corp. Vice President -- Greensboro, NC 27409 North American Purchasing (336) 668-8081 JAMES A. KARMAN Vice Chairman, RPM, Inc. RONALD G. ANDRES MIDWEST REGIONAL SALES OFFICE Vice President -- Embassy Plaza JAMES S. MARLEN North American Manufacturing 1933 N. Meacham Road, Suite 500 Chairman, President and Schaumburg, IL 60173 Chief Executive Officer, DR. RENGARAJAN RAMESH (847) 397-3973 Ameron International Corporation Vice President -- Technology WESTERN REGIONAL SALES OFFICE ALAN L. OCKENE JAMES H. BERICK 600 South Lake Avenue, Suite 506 Former President and Secretary Pasadena, CA 91106 Chief Executive Officer, (626) 792-0053 General Tire, Inc. EUROPEAN OPERATIONS DR. PAUL CRAIG ROBERTS TECHNOLOGY CENTERS Chairman, RENE C. ROMBOUTS The Institute for Political Economy General Manager -- Europe A. SCHULMAN INC. Product Technology Center RENE C. ROMBOUTS GERALD M. WEINBERGER 1183 Home Avenue General Manager-Europe Managing Director -- Germany Akron, Ohio 44310 (330) 630-3315 JOHN B. YASINSKY OTTO H. BRUDER Chairman and Chief Executive Officer, Managing Director -- France A. SCHULMAN INC. OMNOVA Solutions, Inc. Color Technology Center RITSON D. GILLINGS 1475 Wolf Creek Trail Managing Director -- United Kingdom Sharon Center, Ohio 44274 (330) 239-0101 32 A. SCHULMAN, INC. FOREIGN OFFICES BARCELONA, SPAIN NASHVILLE, TENNESSEE 37211-3333 BCIN - Pol. Ind Les Guixeres s/n 481 Allied Drive 08915 Barcelona (615) 333-3453 WURSELEN, GERMANY 34-93-464-8043 A. Schulman Europe GmbH ORANGE, TEXAS 77632 Monnetstrasse 7 MISSISSAUGA, ONTARIO, CANADA Texas Polymer Services, Inc. 52146 Wurselen L5R 3G5 6522 Interstate Highway 10 West 49-2405-45270 A. Schulman Canada Ltd. (409) 883-4331 5770 Hurontario Street, Suite 602 BORNEM, BELGIUM (905) 568-8470 BORNEM, BELGIUM N.V.A. Schulman Plastics, S.A. N.V.A. Schulman Plastics, S.A. Pedro Colomalaan 25 MEXICO CITY, MEXICO Pedro Colomalaan 25 Industriepark A. Schulman de Mexico, S.A. de C.V. Industriepark 2880 Bornem Manuel E. Izaguirre #13 2880 Bornem 32-3-890-4211 Despacho 304 - Ciudad Satelite 32-3-890-4211 Naucalpan, Edo. de Mexico 53100 KERPEN, GERMANY (525) 393-1216 KERPEN, GERMANY A. Schulman GmbH A. Schulman GmbH Huttenstra(beta)e 211 MONTERREY, MEXICO Huttenstra(beta)e 211 50170 Kerpen A. Schulman de Mexico, S.A. de C.V. 50170 Kerpen 49-2273-5610 Avenida Lazaro Cardenas 2400 PTE 49-2273-5610 Condominio los Soles Office PB -- 17 PARIS, FRANCE Colonia Reas San Agustin CRUMLIN, SOUTH WALES (U.K.) A. Schulman, S.A./ San Pedro Garza Garcia, N.L. Mexico 66220 A. Schulman Inc. Limited Diffusion Plastique (528) 363-5072 Croespenmaen Industrial Estate Immeuble Dynasteur Crumlin, Newport 10/12 rue Andras Beck SAN LUIS POTOSI, MEXICO Gwent NP1 4AG 92360 Meudon-la-Foret A. Schulman de Mexico, S.A. de C.V. 44-1495-244090 33-1-4107-7500 Avenida CFE, 730 Entre Eje 134 y Eje 136 GIVET, FRANCE CRUMLIN, SOUTH WALES (U.K.) Zona Industrial del Potosi A. Schulman Plastics S.A. A. Schulman Inc. Limited San Luis Potosi, S.L.P. 78090 Rue Alex Schulman Croespenmaen Industrial Estate (524) 824-0708 08600 Givet Crumlin, Newport 33-24-427161 Gwent NP1 4AG 44-1495-244090 GORLA MAGGIORE, ITALY REPRESENTATIVE OFFICES A. Schulman Plastics S.p.A. ZURICH, SWITZERLAND Via Baragiola 6 A. Schulman AG 21050 Gorla Maggiore (VA) Kernstra(beta)e 10 KUALA LUMPUR, MALAYSIA 39-0331-60-35-47 8004 Zurich A. Schulman Plastics NV 41-1-241-6030 Representative Office EAST JAVA, INDONESIA Level 36, Menara Lion 165 PT A. Schulman Plastics WARSAW, POLAND Jalan Ampang Desa Ngerong - Gempol A. Schulman Polska Sp. z o.o. 50450 Kuala Lumpur Kab. Pasuruan ul. Instalatorow 9 60-3-651-74-60 62-343-854-232 02-237 Warsaw 48-22-868-2682 ST. THOMAS, ONTARIO, CANADA N5P 3Z5 BUDAPEST, HUNGARY PLANTS A. Schulman Canada Ltd. A. Schulman Hungary Kft. 400 S. Edgeware Road XI. Bezirk, Bartfai u. 54 (519) 633-3451 1115 Budapest AKRON, OHIO 44310 36-1-203-4264 790 E. Tallmadge Ave. SAN LUIS POTOSI, MEXICO (330) 633-8164 A. Schulman de Mexico, S.A. de C.V. PRAGUE, CZECH REPUBLIC Avenida CFE, 730 A. Schulman GmbH BELLEVUE, OHIO 44811 Entre Eje 134 y Eje 136 Branch Prague 350 North Buckeye Street Zona Industrial del Potosi Jeremenkova 43 (419) 483-2931 San Luis Potosi, S.L.P. 78090 14700 Prague 4 (524) 824-0708 420-2-61090100 ORANGE, TEXAS 77630 (Dispersion Plant) MILAN, ITALY 3007 Burnett A. Schulman Plastics, S.p.A. (409) 883-9371 Via Siviglia, 11 20093 Cologno Monzese (Mi) SHARON CENTER, OHIO 44274 39-02-25-391-912 (Specialty Compounding Division) 1475 Wolf Creek Trail (330) 239-0101 33 [LOGO -Registered Trademark- A.SCHULMAN] 3550 WEST MARKET STREET, AKRON, OHIO 44333 - 330/666-3751 www.aschluman.com