<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

Fiscal year ended December 31, 1999  Commission file number 1-5222
                  -----------------  -----------------------------

                               M. A. HANNA COMPANY
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

       STATE OF DELAWARE                           34-0232435
 ------------------------------                 ---------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

SUITE 36-5000, 200 PUBLIC SQUARE, CLEVELAND, OHIO         44114-2304
-------------------------------------------------         ----------
    (Address of principal executive offices)              (Zip code)

         Registrant's telephone number, including area code 216-589-4000
                                                            ------------

Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange on
                                               ------------------------
Title of each class                               which registered
-------------------                               ----------------
Common Stock, $1 par value                     New York Stock Exchange
--------------------------                     -----------------------
                                               Chicago Stock Exchange
                                               ----------------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
                         YES  X      NO
                             ---        ---


         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         Aggregate market value of the voting stock held by nonaffiliates of the
Registrant, computed by reference to the price at which the stock was sold as of
February 18, 2000: $535,476,539.

         Common Shares outstanding as of February 18, 2000:    48,957,855.

<PAGE>   2







                       DOCUMENTS INCORPORATED BY REFERENCE


         Portions of the following documents are incorporated by reference into
the designated parts of this Form 10-K: (1) Registrant's definitive proxy
statement distributed to stockholders dated March 23, 2000, filed with the
Commission pursuant to Regulation 14A and incorporated by reference into Parts I
and III of this Form 10-K; and (2) Registrant's Annual Report distributed to
stockholders for the fiscal year ended December 31, 1999, incorporated by
reference into Parts I and II of this Form 10-K. With the exception of the
information specifically incorporated by reference, neither the Registrant's
proxy statement nor the 1999 Annual Report to stockholders is deemed to be filed
as part of this Form 10-K.


         Except as otherwise stated, the information contained in this report is
given as of December 31, 1999, the end of the Registrant's last fiscal year.


                                     PART I
                                     ------


ITEM 1.  BUSINESS
-------  --------


(a)      Acquisitions and Dispositions
         -----------------------------



                  In July 1999, the Registrant reported the completion of the
         previously announced sale of Registrant's thermoset resin distribution
         business to Interplastic Corporation. The business sold was in the
         distribution of thermoset resins, glass fiber and associated products
         to customers in the western United States and western Canada.


                                       2
<PAGE>   3

                  Also in July 1999, the Registrant announced that it is
         exploring the possibility of selling its Diversified Polymer Products
         ("DPP") business, which produces cellular rubber for products such as
         automotive air, water and sound seals. The DPP business posted sales of
         about $13 million in 1998 and employs about 200 at one of Registrant's
         plants in Dyersburg, Tennessee.


                  In December 1999, the Registrant reported the acquisition of a
         majority interest in Star Color, Ltd., a leading producer of colorants
         and additives for plastics in Thailand. Star Color operates a
         manufacturing facility near Bangkok, which employs about 180 people and
         serves customers in the Asian countries, as well as Kenya, Belgium,
         Germany and Australia.


                  On February 28, 2000, the Registrant announced an agreement to
         acquire 87 percent of the shares of Tekno Polimer Group, based in
         Istanbul, Turkey, with an option to acquire the remaining shares within
         five years. The Tekno Polimer Group, a leading compounder and
         distributor of engineered plastics, had 1999 sales of more than $11.5
         million and serves the electrical and automotive markets in Turkey with
         nylon, polyolefin and polyester thermoplastic compounds.


 (b)             SEE the financial information regarding the Registrant's
         business segments set forth at pages 22 to 23 of the Registrant's
         Annual Report distributed to stockholders for the fiscal year ended
         December 31, 1999, which information is incorporated herein by this
         reference.



                                       3
<PAGE>   4

(c)
      (1) (i)
             (a)  Rubber Processing
                  -----------------

                  Through its rubber compounding businesses, M.A. Hanna Rubber
         Compounding, Chase Elastomer and Melos Carl Boesch, Registrant engages
         in the custom compounding of rubber materials to the specifications of
         manufacturers of rubber products throughout North America and Europe.
         Registrant's Harwick Chemical Manufacturing produces rubber colorants
         and additives in the United States for the rubber industry worldwide.


             (b)  Plastic Processing
                  ------------------

                  The Registrant, through its custom plastic compounding
         businesses, Th. Bergmann, Compounding Technology Europe, DH Compounding
         Company, Hanna SuXing (Suzhou) Plastics Compounding Co., Ltd., M.A.
         Hanna Engineered Materials, MACH-1 Compounding, So.F.teR, Southwest
         Chemical Services, UBE-Hanna Compounding, LLC and Victor International
         Plastics, Ltd. business units, engages in the custom compounding of
         plastic materials to the specifications of manufacturers of molded
         plastic products for customers located throughout North America, Europe
         and Asia.


                  Through its custom formulated color and additives businesses,
         M.A. Hanna Color, Hanna Polimeros, Victor International Plastics, Ltd.,
         Wilson Color, Hanna Wilson Polymer (Shanghai) Limited, Star Color, Ltd.
         and Techmer PM, LLC, the Registrant manufactures custom formulated
         colorants in the form of color concentrates, liquid dispersions, dry
         colorants, and additives for customers in the plastics industry
         throughout North America, Europe, South America and Asia. M.A. Hanna
         Color also produces specialty colorants and additives for the
         automobile, vinyl building products and textile industries. Enviro Care
         Compounds, M.A. Hanna Color, MACH-1, Wilson Color and Hanna Wilson
         Polymer (Shanghai) Limited also produce specialty colorants, additives
         and compounds for the wire and cable industry worldwide.


                                       4
<PAGE>   5

             (c)  Distribution
                  ------------

                  Through its M.A. Hanna Resin Distribution and Hanna de Mexico
         business units, the Registrant distributes thermoplastic resins in
         North America for major resin producers.

                  Through its Cadillac Plastic business unit, Registrant engages
         in the worldwide distribution of engineered plastic sheet, rod, tube,
         and film products to industrial and retail customers as well as cutting
         and machining plastic products to customers' specifications and
         thermoforming plastic into products such as skylights and signs.


             (d)  Other
                  -----

                  Through its Diversified Polymer Products business unit,
         Registrant manufactures molded sponge automotive parts for customers
         located throughout the United States and Canada. In July 1999, the
         Registrant announced that it is exploring the possibility of selling
         this business unit.


(1) (iii)         In Registrant's plastic and rubber compounding businesses, the
         primary raw materials required are natural and synthetic rubbers,
         resins, and chemicals, all of which are available in adequate supply.
         The primary raw materials required by Registrant's color businesses are
         resins, chemicals, and organic and inorganic pigments, all of which are
         available in adequate supply.


(1) (iv)          Registrant's business units own numerous patents and
         trademarks, which are important in that they protect the Registrant's
         corresponding inventions and product names against infringement by
         others and thereby enhance Registrant's position in the marketplace.
         The patents vary in duration of up to 20 years, and the trademarks have
         an indefinite life which is based upon continued use.


                                       5
<PAGE>   6

(1) (x)           The custom compounding of rubber materials and the manufacture
         of rubber colorants and additives are highly competitive, with product
         quality, price and service to customers being principal factors
         affecting competition. Registrant believes it is the largest
         independent custom compounder of rubber in North America and Europe.

                  The custom compounding of plastics and the manufacture of
         custom-formulated color and additive systems for the plastics industry
         is highly competitive, with product quality, price and service to
         customers being principal factors affecting competition. Registrant
         believes it is a leading independent compounder of plastics in North
         America and Europe and one of the leading producers of custom
         formulated color and additive systems in the United States and Europe.

                  The distribution and fabrication of engineered plastic sheet,
         rod, tube and film products, and polymer resins is highly competitive,
         with product quality, price and service to customers being principal
         factors affecting competition. Registrant believes it is one of the
         leading distributors of engineered shapes in the world and one of the
         leading distributors of plastic resins in North America.

                  The manufacture of molded sponge automotive parts is highly
         competitive, with quality, price and service to customers being
         principal factors affecting competition. Information generally
         available indicates that Registrant is among the leading suppliers of
         such parts in the United States.

(1) (xii)         At each of its operations the Registrant, its subsidiaries,
         and associated companies are governed by laws and regulations designed
         to protect the environment, and in this connection Registrant has
         adopted a corporate policy which directs compliance with the various
         requirements of these laws and regulations. The Registrant believes
         that it, its subsidiaries and associated companies are in substantial
         compliance with all such laws and regulations, although it recognizes
         that these laws and regulations are constantly changing.


                                       6
<PAGE>   7

                  There are presently no material estimated capital expenditures
         for further environmental control facilities projected by the
         Registrant or its subsidiaries for any of its operations.


(1) (xiii)        Registrant employs 7,149 persons at its consolidated
         operations (7,130 in 1998).


(d) (1)           SEE information regarding Registrant's international
         operations at page 23 of Registrant's Annual Report distributed to
         stockholders for the fiscal year ended December 31, 1999, which page is
         incorporated herein by this reference.


    (2)           The international operations owned directly by Registrant and
         in which the Registrant and its subsidiaries have equity interests, may
         be affected from time to time by foreign political and economic
         developments, laws and regulations, increases or decreases in costs in
         such countries and changes in the relative values of the various
         currencies involved.


ITEM 2.  PROPERTIES
-------  ----------


         The table below sets forth the principal plants and properties owned or
leased by the Registrant's business units. For properties which are leased, the
date of expiration of the current term of the lease is indicated. Properties
which are shown as owned are owned in fee simple. Some properties may be subject
to minor encumbrances of a nature which do not materially affect the
Registrant's operations.


         In addition, Registrant's Cadillac Plastic, M.A. Hanna Resin
Distribution and Hanna de Mexico business units lease floor space at various
locations within North America. They are used for sales offices, for the
distribution of Registrant's products, for fabrication, and for warehousing.
These are short-term leases.


                                       7
<PAGE>   8


         Registrant's Cadillac Plastic business unit also leases space in
various locations outside the United States, including Australia, Canada, China,
England, France, Germany, Korea, Malaysia, Netherlands, New Zealand, Singapore,
Spain, Taiwan and Vietnam.




<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------

             LOCATION                          FACILITY                  OWNED/LEASED         APPROXIMATE
             --------                          --------                  ------------         -----------
                                                                                             SIZE (SQ. FT.)
                                                                                             --------------

---------------------------------------------------------------------------------------------------------------

<S>                                <C>                                       <C>                       <C>
Burton,                            M.A. Hanna Rubber Compounding             Owned                     160,000
  Ohio

---------------------------------------------------------------------------------------------------------------

Macedonia,                         MACH-1 Compounding                        Owned                      87,000
  Ohio

---------------------------------------------------------------------------------------------------------------

Tillsonburg,                       M.A. Hanna Rubber Compounding             Owned                      60,000
  Ontario

---------------------------------------------------------------------------------------------------------------

Jonesboro,                         M.A. Hanna Rubber Compounding             Owned                      69,000
  Tennessee

---------------------------------------------------------------------------------------------------------------

DeForest,                          M.A. Hanna Rubber Compounding             Owned                     130,000
  Wisconsin

---------------------------------------------------------------------------------------------------------------

Santa Fe Springs,                  M.A. Hanna Rubber Compounding            Leased                      13,231
  California                                                                 2000

---------------------------------------------------------------------------------------------------------------

Queretaro,                         M.A. Hanna Rubber Compounding             Owned                      90,000
  Mexico

---------------------------------------------------------------------------------------------------------------

Chicago,                           Chase Elastomer                          Leased                      31,000
  Illinois                                                                   2001

---------------------------------------------------------------------------------------------------------------
</TABLE>



                                       8
<PAGE>   9






<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------

             LOCATION                          FACILITY              OWNED/LEASED            APPROXIMATE
             --------                          --------              ------------            -----------
                                                                                            SIZE (SQ. FT.)
                                                                                            --------------

-------------------------------------------------------------------------------------------------------------

<S>                                <C>                                       <C>                       <C>
Kennedale,                          Chase Elastomer                          Owned                    80,000
  Texas

-------------------------------------------------------------------------------------------------------------

Broadview Heights,                  M.A. Hanna Color                         Owned                    61,000
  Ohio

-------------------------------------------------------------------------------------------------------------

Phoenix,                            M.A. Hanna Color                         Owned                    20,500
  Arizona

-------------------------------------------------------------------------------------------------------------

Vonore,                             M.A. Hanna Color                         Owned                    47,000
  Tennessee

--------------------------------------------------------------------------------------------------------------

San Fernando,                       M.A. Hanna Color                         Leased                   45,000
  California                                                                  2000

--------------------------------------------------------------------------------------------------------------

Vancouver,                          M.A. Hanna Resin Distribution            Leased                   35,000
  Washington                                                                  2002

--------------------------------------------------------------------------------------------------------------

Troy,                               Cadillac Plastic                         Leased                   34,655
  Michigan                          (headquarters)                            2007

--------------------------------------------------------------------------------------------------------------

Coppell,                            Cadillac Plastic                         Leased                  101,016
  Texas                             (area distribution                        2006
                                    center)

--------------------------------------------------------------------------------------------------------------

Naperville,                         Cadillac Plastic                         Leased                   88,910
  Illinois                          (area distribution                        2007
                                    center)

--------------------------------------------------------------------------------------------------------------
</TABLE>

                                       9
<PAGE>   10

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------

              LOCATION                          FACILITY                  OWNED/LEASED       APPROXIMATE
              --------                          --------                  ------------       -----------
                                                                                            SIZE (SQ. FT.)
                                                                                            --------------

--------------------------------------------------------------------------------------------------------------

<S>                                <C>                                       <C>                       <C>
Austell,                            Cadillac Plastic                         Leased                    88,500
  Georgia                           (area distribution                        2008
                                    center)

--------------------------------------------------------------------------------------------------------------

Fresno,                             Cadillac Plastic                         Leased                    50,960
  California                        (area distribution center)                2007

--------------------------------------------------------------------------------------------------------------

Middletown,                         Cadillac Plastic                         Leased                    61,620
  Pennsylvania                      (area distribution center)                2008

--------------------------------------------------------------------------------------------------------------

Lemont,                             M.A. Hanna Resin                         Leased                   103,000
  Illinois                          Distribution
                                    (headquarters)                            2008

--------------------------------------------------------------------------------------------------------------

Kingstree,                          M.A. Hanna Rubber                        Owned                    156,174
  South Carolina                    Compounding and
                                    Southwest Chemical
                                    Services

--------------------------------------------------------------------------------------------------------------

Dyersburg,                          M.A. Hanna                               Owned                    862,399
  Tennessee                         Engineered
                                    Materials, M.A.
                                    Hanna Rubber
                                    Compounding and
                                    Diversified
                                    Polymer Products

--------------------------------------------------------------------------------------------------------------

Bethlehem,                          M.A. Hanna                               Leased
   Pennsylvania                     Engineered                                2004                     82,000
                                    Materials                                 2000                     25,400

--------------------------------------------------------------------------------------------------------------
</TABLE>



                                       10
<PAGE>   11

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------

              LOCATION                          FACILITY                  OWNED/LEASED       APPROXIMATE
              --------                          --------                  ------------       -----------
                                                                                             SIZE (SQ. FT.)
                                                                                             --------------

--------------------------------------------------------------------------------------------------------------

<S>                                <C>                                       <C>                       <C>
Norcross,                           M.A. Hanna                               Leased                    27,814
  Georgia                           Engineered                                2002
                                    Materials
                                    (headquarters and
                                    technical center)
--------------------------------------------------------------------------------------------------------------

Suwanee,                            M.A. Hanna Color                         Owned                     20,000
  Georgia                           (headquarters)

--------------------------------------------------------------------------------------------------------------

Suwanee,                            M.A. Hanna Color                         Owned                     44,022
  Georgia                           (technical center)

--------------------------------------------------------------------------------------------------------------

Somerset,                           M.A. Hanna Color                         Owned                     44,300
  New Jersey

--------------------------------------------------------------------------------------------------------------

Florence,                           M.A. Hanna Color                         Owned                     30,000
  Kentucky

--------------------------------------------------------------------------------------------------------------

Gastonia,                           M.A. Hanna Color                         Owned                     43,992
  North Carolina

--------------------------------------------------------------------------------------------------------------

Elk Grove Village,                  M.A. Hanna Color                         Owned                     51,870
  Illinois

--------------------------------------------------------------------------------------------------------------

St. Peters,                         M.A. Hanna Color                         Owned                     32,480
  Missouri

--------------------------------------------------------------------------------------------------------------

Fort Worth,                         M.A. Hanna Color                         Owned                     75,080
  Texas

--------------------------------------------------------------------------------------------------------------
</TABLE>



                                       11
<PAGE>   12

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------

              LOCATION                          FACILITY                  OWNED/LEASED       APPROXIMATE
              --------                          --------                  ------------       -----------
                                                                                            SIZE (SQ. FT.)
                                                                                            --------------

--------------------------------------------------------------------------------------------------------------

<S>                                <C>                                       <C>                       <C>
Norwalk,                            M.A. Hanna Color                         Owned                     94,000
  Ohio

--------------------------------------------------------------------------------------------------------------

Bethlehem,                          M.A. Hanna Color                         Owned                     58,672
  Pennsylvania

--------------------------------------------------------------------------------------------------------------

LaPorte,                            Southwest Chemical                       Owned                    200,000
  Texas                             Services
                                                                             Owned                     92,000

--------------------------------------------------------------------------------------------------------------

Ayer,                               M.A. Hanna Resin                         Leased                    53,250
  Massachusetts                     Distribution                              2002

--------------------------------------------------------------------------------------------------------------

Houston,                            M.A. Hanna Engineered Materials          Leased
  Texas                                                                       2002                     88,000
                                                                              2002                     44,120

--------------------------------------------------------------------------------------------------------------

Statesville,                        M.A. Hanna Resin Distribution            Leased                    48,240
  North Carolina                                                              2002

--------------------------------------------------------------------------------------------------------------

Corona,                             M.A. Hanna Engineered Materials          Leased                    32,000
  California                                                                  2001

--------------------------------------------------------------------------------------------------------------

Clinton,                            Techmer PM, LLC                          Owned                    151,000
  Tennessee

--------------------------------------------------------------------------------------------------------------

Rancho Dominguez,                   Techmer PM, LLC                          Leased                   119,000
  California                                                                  2004

--------------------------------------------------------------------------------------------------------------
</TABLE>



                                       12
<PAGE>   13

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------

              LOCATION                          FACILITY                  OWNED/LEASED       APPROXIMATE
              --------                          --------                  ------------       -----------
                                                                                            SIZE (SQ. FT.)
                                                                                            --------------

--------------------------------------------------------------------------------------------------------------

<S>                                <C>                                       <C>                       <C>
Gainesville,                        Techmer PM, LLC                          Leased                    36,374
  Georgia                                                                     2005

--------------------------------------------------------------------------------------------------------------

Massillon,                          Harwick Chemical Manufacturing           Owned                    100,000
  Ohio

--------------------------------------------------------------------------------------------------------------

Wynne,                              Harwick Chemical                         Owned                    119,000
  Arkansas                          Manufacturing

--------------------------------------------------------------------------------------------------------------

Toluca,                             Hanna Polimeros                          Owned                     37,978
  Mexico

--------------------------------------------------------------------------------------------------------------

Assesse,                            Wilson Color                             Owned                    120,976
  Belgium

--------------------------------------------------------------------------------------------------------------

Tossiat,                            Wilson Color                             Owned                     87,188
  France

--------------------------------------------------------------------------------------------------------------

Bendorf,                            Wilson Color                             Owned                     72,086
  Germany

--------------------------------------------------------------------------------------------------------------

Angered,                            Wilson Color                             Owned                     22,259
  Sweden
--------------------------------------------------------------------------------------------------------------

Saint Ouen(Paris),                  Wilson Color                             Owned                     46,285
  France

--------------------------------------------------------------------------------------------------------------

Coventry,                           Victor International                     Leased                    52,750
  England                                                                     2001
--------------------------------------------------------------------------------------------------------------
</TABLE>



                                       13
<PAGE>   14

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------

              LOCATION                          FACILITY                  OWNED/LEASED       APPROXIMATE
              --------                          --------                  ------------       -----------
                                                                                            SIZE (SQ. FT.)
                                                                                            --------------

--------------------------------------------------------------------------------------------------------------

<S>                                <C>                                       <C>                       <C>
Manchester,                         Victor International                     Owned                     58,890
  England
--------------------------------------------------------------------------------------------------------------

Gaggenau,                           Th. Bergmann                             Owned                    241,114
  Germany

--------------------------------------------------------------------------------------------------------------

Barbastro,                          Polibasa (Bergmann)                      Owned                     71,042
  Spain

--------------------------------------------------------------------------------------------------------------

Jurong,                             Compounding Technology, Pte. Ltd.        Leased                    43,000
  Singapore                                                                   2002

--------------------------------------------------------------------------------------------------------------

Saint Etienne,                      Compounding Technology Euro, S.A.        Owned                     35,000
  France
--------------------------------------------------------------------------------------------------------------

Suzhou,                             Hanna Suxing Plastics                    Owned                     51,400
  China

--------------------------------------------------------------------------------------------------------------

Pudong (Shanghai),                  Hanna Wilson Polymer                     Owned                     30,400
  China

--------------------------------------------------------------------------------------------------------------

Glostrup,                           Wilson Color                             Owned                      7,545
  Denmark

--------------------------------------------------------------------------------------------------------------

Melle,                              Melos Carl Boesch                        Owned                     69,225
  Germany                                                                    Leased                    11,840
                                                                              2000
--------------------------------------------------------------------------------------------------------------
</TABLE>



                                       14
<PAGE>   15

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------

              LOCATION                          FACILITY                  OWNED/LEASED       APPROXIMATE
              --------                          --------                  ------------       -----------
                                                                                            SIZE (SQ. FT.)
                                                                                            --------------

--------------------------------------------------------------------------------------------------------------

<S>                                <C>                                       <C>                       <C>
Forli,                              So.F.teR                                 Owned                    753,480
  Italy

--------------------------------------------------------------------------------------------------------------

Civitanova                          So.F.teR                                 Owned                     32,292
Porto S. Elpidio,
  Italy

--------------------------------------------------------------------------------------------------------------

Lecco,                              So.F.teR                                 Owned                     43,056
  Italy

--------------------------------------------------------------------------------------------------------------

Bangkok,                            Star Color, Ltd.                         Owned                     58,800
   Thailand

--------------------------------------------------------------------------------------------------------------
</TABLE>



         Registrant's combined annual plastic and rubber compounding capacity
and colorant manufacturing capacity, based on the estimated design capacities of
Registrant's plants, amounts to approximately 800 million pounds of compounded
rubber products, approximately 1 billion pounds of compounded plastic products
and approximately 311 million pounds of colorants. A variation in the mix of
products produced at a given plant results in a corresponding increase or
decrease in the quantity of products that can be produced at full capacity.
Beyond these estimated capacities for Registrant's rubber processing and plastic
processing manufacturing properties, there are no comparative measurement units
of production capacity that reasonably can be ascribed to Registrant's other
properties in the rubber or plastic processing segments.

         Registrant's 50 percent-owned partnership, DH Compounding Company, owns
and operates an engineering plastics compounding plant in Clinton, Tennessee,
production from which is dedicated to Registrant's partner, Dow Chemical
Company. The 150,000 square foot plant has an annual design capacity of 150
million pounds.


                                       15
<PAGE>   16


ITEM 3.  LEGAL PROCEEDINGS
-------  -----------------

         Registrant, directly and indirectly through wholly-owned subsidiaries,
is obligated for costs of environmental remediation measures taken and to be
taken in connection with certain operations that have been sold or discontinued.
These include the clean-up of a Superfund site and participation with other
companies in the clean-up of hazardous waste disposal sites, several of which
have been closed. Registrant has established reserves for these anticipated
liabilities for environmental remediation, which do not reflect potential
insurance recoveries and which management believes are adequate to cover
Registrant's ultimate exposure. Registrant believes that these liabilities will
not have a material adverse effect on the Registrant's results of operations,
financial position or cash flows.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------  ---------------------------------------------------

         None.


         EXECUTIVE OFFICERS OF THE REGISTRANT
-------  ------------------------------------


         The following table lists information as of March 1, 2000, as to each
executive officer of the Registrant, including his position with the Registrant
as of that date and other positions held by him during at least the past five
years:


<TABLE>
<S>                     <C>
P. D. Ashkettle         Chairman, January 1, 2000 to date, and President and Chief
  Age - 54              Executive Officer, June 14, 1999 to date. President and Chief
                        Executive Officer, Reichhold, Inc. (specialty polymers, adhesives
                        and polymer systems) 1993 to June 1999.
</TABLE>


                                            16
<PAGE>   17

<TABLE>
<S>                     <C>
L. L. Beach             Vice President, Human Resources, April 1995 to date. Vice
  Age - 55              President, Human Resources of Kraft Foods International
                        (manufacturer and distributor of consumer products) 1991 to April
                        1995.


M. S. Duffey            Senior Vice President, Finance and Administration, August 1998
  Age - 45              to date. Vice President and Chief Financial Officer, August 1996
                        to August 1998. Vice President, Chief Financial Officer and
                        Treasurer of Registrant, April 1995 to August 1996. Treasurer of
                        the Registrant, July 1994 - April 1995.



P. B. Eckle             Senior Vice President and Chief Development Office, October 25,
  Age - 54              1999 to date. Executive Vice President and Chief Development
                        Officer, Reichhold, Inc. (specialty chemicals), January 1999 to
                        October 25, 1999. Executive Vice President of Reichhold, Inc.
                        1996-1999, Vice President New Business Development of Reichhold,
                        Inc. 1994 to 1996.



J. R. Gwinnell          Vice President and Chief Supply  Officer, September 15, 1999 to
  Age - 44              date. Vice President, Corporate Development and Strategy, 1998 to
                        September 15, 1999. Vice President, Strategy, Westinghouse
                        Electric Corporation (electrical equipment manufacturer), 1996 to
                        February 1998. Senior Engagement Manager, McKinsey & Company,
                        Inc., (management consultants), 1989 to 1996.
</TABLE>





                                            17
<PAGE>   18


<TABLE>

<S>                     <C>
G. W. Henry             Executive Vice President, International Operations, January 6,
  Age - 54              2000 to date. Executive Vice President, Worldwide Plastics, August
                        1998 to January 2000. Senior Vice President, International
                        Operations, May 1997 to August 1998. Vice President - Operations,
                        1992 - 1994; Vice President, International Operations, 1994 - May
                        1997.




J. S. Pyke, Jr.         Vice President, General Counsel and Secretary, 1979 to date.
  Age - 61



M. L. Rademacher        Senior Vice President - Plastics Americas, January 6, 2000 to
  Age - 49              date. Vice President and General Manager, Industrial Chemical and
                        Solvents Division, Ashland Chemical Company (chemicals
                        manufacturing and distribution) 1998 to January 6, 2000; Vice
                        President of Distribution Services of Ashland Chemical, 1995 to
                        1998.
</TABLE>



<TABLE>

<S>                     <C>
C. R. Sachs             Treasurer, August 1996 to date. Treasurer Outboard Marine
  Age - 47              Corporation (manufacturer of recreational boats and marine
                        engines) 1992-1996.




T. E. Lindsey           Controller, July 1990 to date.
  Age - 49
</TABLE>


                                            18
<PAGE>   19

                                     PART II
                                     -------


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
-------  ----------------------------------------------------------------
         MATTERS
         -------


         SEE the tables regarding Registrant's stock price data at page 27 and
         Shareholder Information at the bottom of page 28 of Registrant's Annual
         Report distributed to stockholders for the fiscal year ended December
         31, 1999, which tables and information are incorporated herein by this
         reference.

ITEM 6.  SELECTED FINANCIAL DATA
-------  -----------------------

         SEE Selected Financial Data at pages 28 and 29 of Registrant's Annual
         Report distributed to stockholders for the fiscal year ended December
         31, 1999, which Selected Financial Data is incorporated herein by this
         reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------  -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

         SEE pages 30 through 32 of Registrant's Annual Report distributed to
         stockholders for the fiscal year ended December 31, 1999, which pages
         are incorporated herein by this reference.


ITEM 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
-------- ----------------------------------------------------------

         SEE the paragraphs captioned "Concentrations of Credit Risk" and
         "Derivative Financial Instruments" on page 19, and "Financial
         Instruments," "Cash and Cash Equivalents," "Long and Short-Term Debt,"
         and "Foreign Exchange Contracts" and the corresponding table on page
         25, and the paragraph captioned "Market Risk" on page 31 of the
         Registrant's Annual Report distributed to stockholders for the fiscal
         year ended December 31, 1999, which paragraphs and table are
         incorporated herein by this reference.


                                       19
<PAGE>   20

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         SEE pages 15 through 29 and the bottom of page 32 of Registrant's
         Annual Report distributed to stockholders for the fiscal year ended
         December 31, 1999, which pages are incorporated herein by this
         reference.



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-------  ---------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

          None.


                                    PART III
                                    --------



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------- --------------------------------------------------


         Directors
         ---------


         SEE the table listing nominees for directors on pages 2 and 3 of
         Registrant's definitive proxy statement distributed to stockholders
         dated March 23, 2000, filed with the Commission pursuant to Regulation
         14A, which table is incorporated herein by this reference.


         Executive Officers
         ------------------


         SEE the item captioned "Executive Officers of the Registrant" in Part I
         of this Form 10-K, which item is incorporated herein by this reference.




                                       20
<PAGE>   21

         Section 16(a) Beneficial Ownership Reporting Compliance
         -------------------------------------------------------


         SEE the paragraph bearing the foregoing caption on page 5 of
         Registrant's definitive proxy statement distributed to stockholders
         dated March 23, 2000, filed with the Commission pursuant to Regulation
         14A, which paragraph is incorporated herein by this reference.


ITEM 11. EXECUTIVE COMPENSATION
-------- ----------------------


         SEE the section captioned "Executive Compensation" at pages 5 through
         14 of Registrant's definitive proxy statement distributed to
         stockholders dated March 23, 2000, filed with the Commission pursuant
         to Regulation 14A, which section is incorporated herein by this
         reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------- --------------------------------------------------------------

(a)      Security Ownership of Certain Beneficial Owners:

         SEE the section captioned "Holdings of Shares of the Company's Common
         Stock" at page 5 of Registrant's definitive proxy statement distributed
         to stockholders dated March 23, 2000 filed with the Commission pursuant
         to Regulation 14A, which section is incorporated herein by this
         reference.

(b)      Security Ownership by Management:

         SEE the table, and footnotes thereto, regarding beneficial ownership of
         the Registrant's Common Stock by management, at page 3 of Registrant's
         definitive proxy statement distributed to stockholders dated March 23,
         2000 filed with the Commission pursuant to Regulation 14A, which table
         and footnotes are incorporated herein by this reference.


                                       21
<PAGE>   22



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

         None.


                                     PART IV
                                     -------


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------- ---------------------------------------------------------------


(a) 1. and 2.   The response to this portion of Item 14 is submitted as a
         separate section commencing on page F-1 of this Form 10-K.


           3.   List of Exhibits. [Those documents listed below that are
                incorporated herein by reference to Registrant's earlier
                periodic reports were filed with the Commission under
                Registrant's File No. 1-5222.]



                (i)  Exhibits filed pursuant to Regulation S-K (Item
                     -----------------------------------------------
                     601):
                     -----


(3)      Articles of Incorporation and By-laws.


         (a) Registrant's Articles of Incorporation (as amended and restated as
         of May 1, 1996, and currently in effect), filed as Exhibit 3(a) to
         Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996 and incorporated herein by this reference.


         (b) Registrant's by-laws (as adopted as of November 5, 1997 and
         currently in effect), filed as Exhibit 3(ii) to Registrant's Current
         Report on Form 8-K dated November 10, 1997, and incorporated herein by
         this reference.





                                       22
<PAGE>   23



(4)      Instruments Defining the Rights of Security Holders:

         (a) Indenture dated November 9, 1996, between the Registrant and NBD
         Bank, as trustee, governing Registrant's Medium Term Notes, a form of
         which was filed as Exhibit 4.1 to Registrant's Form S-3 filed on June
         12, 1996 and incorporated herein by this reference.

         (b) Credit and Guarantee Agreement, dated January 31, 1997 between the
         Registrant, Bank of America, N.T. & N.A. and the other banks signatory
         thereto, a copy of which will be provided to the Commission upon
         request.

         (c) Indenture dated September 15, 1991 between the Registrant and
         Ameritrust Company, National Association, Trustee relating to
         Registrant's $150,000,000 aggregate principal amount of 9 3/8% Senior
         notes due 2003, filed as Exhibit 4 to the Registrant's Form S-3 filed
         on September 18, 1991, and incorporated herein by this reference.

         (d) Associates Ownership Trust Agreement dated September 12, 1991,
         between Registrant and Wachovia Bank of North Carolina, filed as
         Exhibit 28.3 to Registrant's Current Report on Form 8-K dated September
         12, 1991, and incorporated herein by this reference.


 (10)    Material Contracts:

         *(a) 1988 Long-Term Incentive Plan, and forms of Grants of Stock
         Options, Grants of Appreciation Rights and Grants of Long-Term
         Incentive Units thereunder, filed as Exhibit 10(e) to Registrant's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1988,
         and incorporated herein by this reference. ALSO forms of 1989 Stock
         Option Agreement, 1989 Grant of Appreciation Rights and 1989 Grant of
         Long-Term Incentive Units, filed as Exhibit 10(e) to Registrant's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1989
         and incorporated herein by this reference. ALSO 1990 Amendment to the
         Plan, filed as Exhibit 10(e) to Registrant's Form 10-K for the fiscal
         year ended December 31, 1990 and incorporated herein by this reference
         and forms of 1990 Stock Option Agreement, 1990 Grant of Appreciation
         Rights and 1990 Grant of Long-Term Incentive Units, filed as Exhibit
         10(e) to Registrant's Form 10-K for the fiscal year


                                       23
<PAGE>   24

         ended December 31, 1990 and incorporated herein by this reference. ALSO
         1991 Amendment to the Plan, filed as Exhibit 10(f) to Registrant's Form
         10-K for the fiscal year ended December 31, 1991, and incorporated
         herein by this reference. ALSO 1994 Amendment to the Plan, filed as
         Exhibit A to Registrant's definitive proxy statement distributed to
         stockholders dated March 17, 1994 and incorporated herein by this
         reference. ALSO forms of Stock Option Agreement, Performance Share
         Award Agreement and Restricted Stock Agreement entered into by all
         participants in the Plan, filed as Exhibit 10(a) to Registrant's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1997, and
         incorporated herein by this reference.

         *(b) Form of Supplemental Deferred Compensation agreement in which any
         of the five most highly compensated executive officers of the
         Registrant participates, filed as Exhibit 10(e) to Registrant's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1993, and
         incorporated herein by this reference.

         *(c) Form of Supplemental Death Benefits agreement in which any of the
         five most highly compensated executive officers of the Registrant
         participates, filed as Exhibit 10(f) to Registrant's Annual Report on
         Form 10-K for the fiscal year ended December 31, 1993, and incorporated
         herein by this reference.

         *(d) Form of Amended and Restated Employment Agreement dated as of
         August 5, 1998 between Registrant and certain of Registrant's executive
         officers filed as Exhibit 10(d) to Registrant's Annual Report on Form
         10-K for the fiscal year ended December 31, 1998, and incorporated
         herein by this reference.

         *(e) Description of Directors' compensation and retirement benefit, set
         forth in the section captioned "Directors' Compensation" on page 15 of
         Registrant's definitive proxy statement dated March 23, 2000, as
         distributed to stockholders and filed with the Commission pursuant to
         Regulation 14A, which section is incorporated herein by this reference.




                                       24
<PAGE>   25



         *(f) Excess Benefit Plan in which any of the five most highly
         compensated executive officers of the Registrant participates, filed as
         Exhibit 10(j) to Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1992 and incorporated herein by this reference.



         *(g) Supplemental Retirement Benefit Plan in which any of the five most
         highly compensated executive officers of the Registrant participates,
         filed as Exhibit 10(k) to Registrant's Annual Report on Form 10-K for
         the fiscal year ended December 31, 1992 and incorporated herein by this
         reference. ALSO, Amendment and Restatement of M.A. Hanna Company
         Supplemental Retirement Plan dated as of January 1, 1999, filed as
         Exhibit 10(g) to Registrant's Annual Report on form 10-K for the fiscal
         year ended December 31, 1998 and incorporated herein by this reference.



         *(h) Voluntary Non-Qualified Deferred Compensation Plan in which any of
         the five most highly compensated executive officers of the Registrant
         participates, filed as Exhibit A to the Registrant's definitive proxy
         statement distributed to stockholders dated March 20, 1995 filed with
         the Commission pursuant to Regulation 14A, which Exhibit A is
         incorporated herein by this reference.



         * (i) Employment Agreement dated as of June 14, 1999 between P. D.
         Ashkettle and the Registrant; Supplemental Retirement Agreement dated
         as of June 14, 1999 between P. D. Ashkettle and the Registrant; and
         Nonqualified Deferred Compensation Agreement dated as of June 14, 1999
         between P. D. Ashkettle and the Registrant, filed as Exhibits 10(a),
         (b) and (c), respectively, of Registrant's quarterly Report on Form
         10-Q for the quarter ended June 30, 1999, and incorporated herein by
         this reference.



               [*- Identifies management contract or compensation plans or
               arrangements filed pursuant to Item 601(b) (10) (iii) (A) ]



                                       25
<PAGE>   26

(11)     Computation of per share earnings, filed herewith.


(13)     Registrant's Annual Report as distributed to stockholders for the
fiscal year ended December 31, 1999, filed herewith.


(21)     Subsidiaries of the Registrant, filed herewith.


(23)     Consent of Independent Accountants, filed herewith.


(24)     Powers of Attorney of certain Directors of Registrant, filed herewith.


(27)     Financial Data Schedule, filed herewith.


         (ii)     Other exhibits:
                  --------------


                  Financial statements (and consent of independent accountants)
pursuant to Form 11-K and Rule 15D-21 for the year ended December 31, 1999, for
the Capital Accumulation Plan for Salaried Employees of M. A. Hanna Company and
Associated Companies, and for stock purchase/savings plans of Registrant's
subsidiaries and divisions will be filed as exhibits to the Form 10-K under a
Form 10-K/A amendment not later than June 28, 2000.


(b)      Since September 30, 1999, Registrant has filed no report on Form 8-K.
 -


(c)      The response to this portion of Item 14 is submitted as a separate
 -       Section commencing on page X-1 of this Form 10-K.


(d)      The response to this portion of Item 14 is submitted as a separate
 -       section commencing on page F-1 of this Form 10-K.



                                       26
<PAGE>   27



         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                             M. A. HANNA COMPANY
                                                 (Registrant)



Date:             March 24, 2000     By   /s/J. S. Pyke, Jr.
                                       -----------------------
                                          J. S. Pyke, Jr.
                                          Vice President, General Counsel
                                          and Secretary
`

         Pursuant to the requirements of the Securities and Exchange Act of
         1934, this report has been signed below by the following persons on
         behalf of the Registrant and in the capacities and on the dates
         indicated.



Date:             March 24, 2000     By   /s/P. D. Ashkettle
                                       -----------------------
                                          P. D. Ashkettle
                                          Chairman, President and
                                          Chief Executive Officer
                                          (Principal Executive
                                          Officer) and Director



Date:             March 24, 2000     By   /s/M. S. Duffey
                                        -----------------
                                          M. S. Duffey
                                          Senior Vice President
                                          Finance and Administration
                                          (Principal Financial Officer)



Date:             March 24, 2000     By   /s/T. E. Lindsey
                                        ------------------
                                          T. E. Lindsey
                                          Controller
                                          (Principal Accounting Officer)




                                       27
<PAGE>   28




                                          C. A. Cartwright, Director


                                          W. R. Embry, Director


                                          J. T. Eyton, Director


                                          R. A. Garda, Director


                                          G. D. Harnett, Director


By       /s/T. E. Lindsey                 D. H. Hoag, Director
  -------------------------

         T. E. Lindsey
         Attorney-In-Fact                 G. D. Kirkham, Director


                                          D. B. Lewis, Director

         Date: March 24, 2000
                                          M. L. Mann, Director


                                          R. W. Pogue, Director


                                          M. D. Walker, Director




                                       28









<PAGE>   29
                                    FORM 10-K

                              ITEM 14(a)(1) and (2)

                       FINANCIAL STATEMENTS AND SCHEDULES

                               M.A. HANNA COMPANY



The following consolidated financial statements of the Registrant and its
consolidated subsidiaries, included in the annual report of the Registrant to
its stockholders for the year ended December 31, 1999, are incorporated herein
by reference in Item 8:

Summary of accounting policies
Consolidated balance sheets - December 31, 1999 and 1998
Consolidated statements of income, stockholders' equity and cash flows - years
ended December 31, 1999, 1998 and 1997
Notes to financial statements

The following consolidated financial information, together with the report of
the independent accountants, are included in Item 14(d):

Schedule II - Valuation and qualifying accounts

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

Financial statements of unconsolidated subsidiaries or 50% or less owned persons
accounted for by the equity method have been omitted because they do not,
considered individually or in the aggregate, constitute a significant
subsidiary.



                                      F-1

<PAGE>   30

                      Report of Independent Accountants on
                          Financial Statement Schedule



To the Board of Directors of M.A. Hanna Company

Our audits of the consolidated financial statements referred to in our report
dated January 28, 2000 appearing in the 1999 Annual Report to
Stockholders of M.A. Hanna Company (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.




/s/ PricewaterhouseCoopers LLP


Cleveland, Ohio
January 28, 2000

                                      F-2
<PAGE>   31
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                M. A. HANNA COMPANY AND CONSOLIDATED SUBSIDIARIES



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                           COL. A                  COL. B                            COL. C
-----------------------------------------------------------------------------------------------------------------
                                                                                    ADDITIONS
                                                                 ------------------------------------------------
                                                                         (1)                     (2)
                                             Balance at Beginning   Charged to Costs        Charged to Other
                         DESCRIPTION              of Period         and Expenses         Accounts - Describe
-----------------------------------------------------------------------------------------------------------------
<S>                                          <C>                    <C>                  <C>
Year ended December 31, 1999:
    Deducted from asset accounts:
        Allowance for doubtful accounts              $ 9,757,000         $ 3,844,000               $ 253,000  (a)

    Reserve for Profit Improvement Plan               10,199,000                   -                       -

Year ended December 31, 1998:
    Deducted from asset accounts:
        Allowance for doubtful accounts                8,649,000           2,596,000                  49,000  (a)

    Reserve for Profit Improvement Plan                        -          29,800,000                       -

Year ended December 31, 1997:
    Deducted from asset accounts:
        Allowance for doubtful accounts                7,572,000           4,073,000                  84,000  (a)
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                           COL. A                  COL. D                  COL. E
-----------------------------------------------------------------------------------------



                                                                       Balance at End
                         DESCRIPTION         Deductions - Describe        of Period
-----------------------------------------------------------------------------------------
<S>                                             <C>                         <C>
Year ended December 31, 1999:
    Deducted from asset accounts:
        Allowance for doubtful accounts              $ 4,352,000  (b)        $ 9,502,000

    Reserve for Profit Improvement Plan                7,555,000  (c)          2,644,000

Year ended December 31, 1998:
    Deducted from asset accounts:
        Allowance for doubtful accounts                1,537,000  (b)          9,757,000

    Reserve for Profit Improvement Plan               19,601,000  (c)         10,199,000

Year ended December 31, 1997:
    Deducted from asset accounts:
        Allowance for doubtful accounts                3,080,000  (b)          8,649,000
</TABLE>




(a)  Reserves of companies acquired and translation impact of foreign reserves.
(b)  Uncollectible amounts written off.
(c)  Asset write-offs, severance payments and plant closure costs.


                                      F-3

<PAGE>   32
                                                                      ITEM 14(c)
                                                                      ----------


                             EXHIBIT LIST
                             ------------


                                                                     SEQUENTIAL
                                                                     ----------
                                                                      PAGE NO.
                                                                      --------


(i)      Exhibits filed pursuant to Regulation S-K (Item 601):
         -----------------------------------------------------

(3)      Articles of Incorporation and By-laws.

         (a) Registrant's Articles of Incorporation (as amended and
         restated as of May 1, 1996, and currently in effect), filed
         as Exhibit 3(a) to Registrant's Annual Report on Form 10-K
         for the fiscal year ended December 31, 1996 and incorporated
         herein by this reference.


         (b) Registrant's by-laws (as adopted as of November 5, 1997
         and currently in effect), filed as Exhibit 3(ii) to
         Registrant's Current Report on Form 8-K dated November 10,
         1997, and incorporated herein by this reference.


(4)      Instruments Defining the Rights of Security Holders:

         (a) Indenture dated November 9, 1996, between the Registrant
         and NBD Bank, as trustee, governing Registrant's Medium Term
         Notes, a form of which was filed as Exhibit 4.1 to
         Registrant's Form S-3 filed on June 12, 1996 and incorporated
         herein by this reference.


<PAGE>   33




         (b) Credit and Guarantee Agreement, dated January 31, 1997
         between the Registrant, Bank of America, N.T. & N.A. and the
         other banks signatory thereto, a copy of which will be
         provided to the Commission upon request.


         (c) Indenture dated September 15, 1991 between the Registrant
         and Ameritrust Company, National Association, Trustee
         relating to Registrant's $150,000,000 aggregate principal
         amount of 9 3/8% Senior notes due 2003, filed as Exhibit 4 to
         the Registrant's Form S-3 filed on September 18, 1991, and
         incorporated herein by this reference.


         (d) Associates Ownership Trust Agreement dated September 12,
         1991, between Registrant and Wachovia Bank of North Carolina,
         filed as Exhibit 28.3 to Registrant's Current Report on Form
         8-K dated September 12, 1991, and incorporated herein by this
         reference.


 (10)    Material Contracts:

         *(a) 1988 Long-Term Incentive Plan, and forms of Grants of
         Stock Options, Grants of Appreciation Rights and Grants of
         Long-Term Incentive Units thereunder, filed as Exhibit 10(e)
         to Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1988, and incorporated herein by this
         reference. ALSO forms of 1989 Stock Option Agreement, 1989
         Grant of Appreciation Rights and 1989 Grant of Long-Term
         Incentive Units, filed as Exhibit 10(e) to Registrant's
         Annual Report on Form 10-K for the fiscal year


<PAGE>   34

         ended December 31, 1989 and incorporated herein by this
         reference. ALSO 1990 Amendment to the Plan, filed as Exhibit
         10(e) to Registrant's Form 10-K for the fiscal year ended
         December 31, 1990 and incorporated herein by this reference
         and forms of 1990 Stock Option Agreement, 1990 Grant of
         Appreciation Rights and 1990 Grant of Long-Term Incentive
         Units, filed as Exhibit 10(e) to Registrant's Form 10-K for
         the fiscal year ended December 31, 1990 and incorporated
         herein by this reference. ALSO 1991 Amendment to the Plan,
         filed as Exhibit 10(f) to Registrant's Form 10-K for the
         fiscal year ended December 31, 1991, and incorporated herein
         by this reference. ALSO 1994 Amendment to the Plan, filed as
         Exhibit A to Registrant's definitive proxy statement
         distributed to stockholders dated March 17, 1994 and
         incorporated herein by this reference. ALSO forms of Stock
         Option Agreement, Performance Share Award Agreement and
         Restricted Stock Agreement entered into by all participants
         in the Plan, filed as Exhibit 10(a) to Registrant's Annual
         Report on Form 10-K for the fiscal year ended December 31,
         1997, and incorporated herein by this reference.



         *(b) Form of Supplemental Deferred Compensation agreement in
         which any of the five most highly compensated executive
         officers of the Registrant participates, filed as Exhibit
         10(e) to Registrant's Annual Report on Form 10-K for the
         fiscal year ended December 31, 1993, and incorporated herein
         by this reference.



<PAGE>   35





         *(c) Form of Supplemental Death Benefits agreement in which
         any of the five most highly compensated executive officers of
         the Registrant participates, filed as Exhibit 10(f) to
         Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1993, and incorporated herein by this
         reference.



         *(d) Form of Amended and Restated Employment Agreement dated
         as of August 5, 1998 between Registrant and certain of
         Registrant's executive officers filed as Exhibit 10(d) to
         Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1998, and incorporated herein by this
         reference.



         *(e) Description of Directors' compensation and retirement
         benefit, set forth in the section captioned "Directors'
         Compensation" on page 15 of Registrant's definitive proxy
         statement dated March 23, 2000, as distributed to
         stockholders and filed with the Commission pursuant to
         Regulation 14A, which section is incorporated herein by this
         reference.



         *(f) Excess Benefit Plan in which any of the five most highly
         compensated executive officers of the Registrant
         participates, filed as Exhibit 10(j) to Registrant's Annual
         Report on Form 10-K for the fiscal year ended December 31,
         1992 and incorporated herein by this reference.

<PAGE>   36


         *(g) Supplemental Retirement Benefit Plan in which any of the
         five most highly compensated executive officers of the
         Registrant participates, filed as Exhibit 10(k) to
         Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1992 and incorporated herein by this
         reference. ALSO, Amendment and Restatement of M.A. Hanna
         Company Supplemental Retirement Plan dated as of January 1,
         1999, filed as Exhibit 10(g) to Registrant's Annual Report on
         form 10-K for the fiscal year ended December 31, 1998 and
         incorporated herein by this reference.



         *(h) Voluntary Non-Qualified Deferred Compensation Plan in
         which any of the five most highly compensated executive
         officers of the Registrant participates, filed as Exhibit A
         to the Registrant's definitive proxy statement distributed to
         stockholders dated March 20, 1995 filed with the Commission
         pursuant to Regulation 14A, which Exhibit A is incorporated
         herein by this reference.



         * (i) Employment Agreement dated as of June 14, 1999 between
         P. D. Ashkettle and the Registrant; Supplemental Retirement
         Agreement dated as of June 14, 1999 between P. D. Ashkettle
         and the Registrant; and Nonqualified Deferred Compensation
         Agreement dated as of June 14, 1999 between P. D. Ashkettle
         and the Registrant, filed as Exhibits 10(a), (b) and (c),
         respectively, of Registrant's quarterly Report on Form 10-Q
         for the quarter ended June 30, 1999, and incorporated herein
         by this reference.

<PAGE>   37


               [*- Identifies management contract or compensation
               plans or arrangements filed pursuant to Item 601(b)
               (10) (iii) (A) ]

(11) Computation of per share earnings, filed herewith.                  -------


(13) Registrant's Annual Report as distributed to stockholders for the
fiscal year ended December 31, 1999, filed herewith.                     -------


(21) Subsidiaries of the Registrant, filed herewith.                     -------


(23) Consent of Independent Accountants, filed herewith.                 -------


(24) Powers of Attorney of certain Directors of Registrant, filed
herewith.                                                                -------


(27) Financial Data Schedule, filed herewith.                            -------


         (ii)  Other exhibits:
               --------------


                  Financial statements (and consent of independent accountants)
pursuant to Form 11-K and Rule 15D-21 for the year ended December 31, 1999, for
the Capital Accumulation Plan for Salaried Employees of M. A. Hanna Company and
Associated Companies, and for stock purchase/savings plans of Registrant's
subsidiaries and divisions will be filed as exhibits to the Form 10-K under a
Form 10-K/A amendment not later than June 28, 2000.

<PAGE>   38


(b)      Since September 30, 1999, Registrant has filed no report on
         Form 8-K.



(c)      The response to this portion of Item 14 is submitted as a
         separate Section commencing on page X-1 of this Form 10-K.


(d)      The response to this portion of Item 14 is submitted as a
         separate section commencing on page F-1 of this Form 10-K.