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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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



For the fiscal year ended April 26, 2003



OR



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



Commission File No. 000-24385



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SCHOOL SPECIALTY, INC.

(Exact name of Registrant as specified in its charter)



|Wisconsin                                                      |  | 39-0971239                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|W6316 Design Drive Greenville, Wisconsin                       |  | 54942                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrants
telephone number, including area code:  (920) 734-5712



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Securities registered pursuant to Section 12(b) of the
Act:  None



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



Common Stock, $0.001 par
value

(Title of class)



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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 (or for such shorter period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.  Yes  x  No ̈



Indicate by check mark
whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  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. ̈



The aggregate market value of the voting stock held by nonaffiliates of the
Registrant, as of October 26, 2002, was approximately $478,014,739. As of July 7, 2003, there were 18,742,407 shares of the Registrants common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on August 26, 2003 are incorporated by
reference into Part III.



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PART I



Item 1. Business



Unless the context requires otherwise, all references to School Specialty, we or our refer to School Specialty,
Inc. and its subsidiaries. Our fiscal year ends on the last Saturday in April of each year. In this Annual Report on Form 10-K (Annual Report), we refer to fiscal years by reference to the calendar year in which they end (e.g. the fiscal
year ended April 26, 2003 is referred to as fiscal 2003). Note that all fiscal years reported and referenced represent 52 weeks, with the exception of fiscal 2000, which had 53 weeks.



Company Overview



School Specialty is the largest direct marketing company for supplemental
educational supplies to schools and teachers for pre-kindergarten through twelfth grade (preK-12) in the United States. We hold approximately a 14 percent market share of the $6.8 billion other instructional materials market. We offer
more than 80,000 items, many of which are proprietary, mail over 40 million catalogs annually, operate a national distribution network and have developed both an on-line education portal and e-commerce websites. Our broad product range enables us to
provide customers with one source for virtually all of their supplemental educational supply needs. Our leading market position has been achieved by emphasizing high-quality products, superior order fulfillment and exceptional customer service. As a
result, we have been able to establish relationships with virtually all of the countrys preK-12 schools and reach nearly all of the countrys teachers.



We recognize that educational supply procurement decisions are made at the district and school levels by administrators as
well as at the classroom level by teachers and curriculum specialists. As a result, we have created an innovative multi-channel sales and marketing strategy enabling us to market our products to the various levels of buyers within the education
market. The traditional or top down approach targets school districts and school administrators through our traditional sales force of over 300 professionals, the School Specialty general supply catalog and
JuneBox.com, which offers a B2B (business to business) educational portal that allows custom catalogs and pricing, a business system interface as well as a B2T (business to teacher) option. The specialty or bottom
up approach targets the classroom level decision-makers through our specialty sales force of over 200 professionals, through our catalogs featuring our specialty brands as well as the ClassroomDirect catalog and B2T websites. Our other
specialty catalogs include Premier Agendas, Childcraft, abc, Sax Arts and Crafts, and Sportime. The specialty businesses offer more specialized products for individual disciplines. Many of these products are proprietary to our specialty brands.



We believe most of our brands hold the leading market position
in their respective categories. We have also solidified this leading market position by acquiring companies which have expanded our geographic presence and product offering. The critical mass we have achieved allows us to benefit from increased
buying power while leveraging our national distribution network and sales force to operate more efficiently.



We have grown significantly in recent years through acquisitions and internal growth. From fiscal 1999 through fiscal 2003, our revenues increased from
$521.7 million to $870.0 million, a compound annual growth rate, or CAGR, of 13.6 percent. In fiscal 2003, revenues increased by 13.4 percent over the previous fiscal year. We remain focused on growth opportunities, including increasing our
penetration rate and expanding in attractive regions, which would allow us to enhance our position as the number one marketer of supplemental educational supplies in the United States.



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School Specialty, Inc., founded in October 1959, was acquired by U.S. Office Products in May 1996. In
June 1998, School Specialty was spun-off from U.S. Office Products in a tax-free transaction. Our common stock is listed on The Nasdaq National Market under the symbol SCHS. In August 2000, we reincorporated from Delaware to Wisconsin.
Our principal offices are located at W6316 Design Drive, Greenville, Wisconsin 54942, and our telephone number is (920) 734-5712. Our general website address is www.schoolspecialty.com. You may obtain, free of charge, copies of this Annual
Report on Form 10-K as well as our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K (and amendments to those reports) filed with, or furnished to, the Securities Exchange Commission as soon as reasonably practicable after we have
filed, or furnished, such reports by accessing our website at http://www.schoolspecialty.com, clicking on General, then selecting Investor Information and then selecting the SEC Filings link. Information
contained in any of our websites is not deemed to be a part of this Annual Report.



Industry Overview



The
school supply market consists of the sale of supplemental educational supplies, furniture and equipment to school districts, individual schools, teachers and curriculum specialists who purchase products for school and classroom use. Market Data
Retrieval reports that 2001 public school expenditures in the United States of other instructional materials were approximately $6.8 billion. Of this amount, approximately $4.1 billion is sold through institutional channels and the remaining $2.7
billion is sold through retail channels, such as teacher stores.



According to the U.S. Department of Education, there are approximately 16,000 school districts, 118,500 elementary and secondary schools and 3.6 million teachers in the United States. Administrators for both school districts and individual
schools usually make the decision to purchase the general school supplies and furniture needed to operate the school. Teachers and curriculum specialists generally decide on curriculum-specific products for use in their classrooms and individual
disciplines. According to the National School Supply Equipment Association, or NSSEA, teachers spent approximately $1.9 billion of their own money in 2002 on supplies to supplement classroom materials.



The industry has highly predictable and generally favorable trends. Education
expenditures have risen each year for the past 15 years and are expected to have exceeded $454 billion in 2002, according to the U.S. Department of Education. The most common measure of education spending is current expenditures per student.
According to the National Education Association, current expenditures per student in constant dollars have increased from $6,696 in 1989 to an estimated $7,340 in 2003 and are expected to increase further to $8,875 in 2010, a 21 percent increase
over 2003 expenditures. Incremental spending will thus exceed enrollment growth, which according to the U.S. Department of Education is projected to grow by 17 percent from 1989 to 2011 to a record level of 53.0 million students. The industry is
affected by prevailing political and social trends. The attitude of the government towards education determines, to some extent, total expenditures on education. The attitude toward education is generally favorable; however, the industry has been
recently affected by the generally weakened economic environment, which has placed pressure on some state and local budgets, the primary sources of school funding.



In January 2002 President Bush signed into law the No Child Left Behind Act of 2001designed to improve student
achievement in classrooms across the country. The fiscal 2002 federal budget provided for $4.6 billion in federal education funding, an 11 percent increase over the prior year.



The industry is highly fragmented with over 3,400 direct marketers of supplemental education supplies, many of which are
family- or employee-owned businesses that operate in a single geographic region. We believe the increasing demand for single-source suppliers, prompt order fulfillment and



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competitive pricing, along with the related need for suppliers to invest in automated inventory and electronic ordering systems, is fostering consolidation
within the industry. The industry has been trending toward decentralized, or site-based purchasing, which increases individual schools and teachers roles in educational supply procurement decisions. We believe these changes are driving a
shift in growth to the higher margin specialty businesses, which offer more focused products for different educational disciplines.



Recent Acquisitions



Select Agendas. In May 2003 we acquired Select Agendas, a Canadian-based company that produces and markets student agendas, for a preliminary
aggregate purchase price of approximately $10 million, which is subject to an earn-out provision. The business will be integrated with Premier Agendas and reported as part of our Specialty segment.



Sunburst Visual Media. In February 2003 we acquired the visual media
division of Sunburst Technology Corporation for approximately $8 million. Sunburst is a leading developer and marketer of proprietary videos, DVDs and related curriculum materials covering the character education, health and guidance curriculums in
K-12 schools. Sunburst has been integrated with Teachers Video as a separate brand offering and has been reported in our Specialty segment since the date of acquisition.



J.L. Hammett. In August 2002 we acquired the remaining wholesale operations of J.L. Hammett (Hammett) for
approximately $14 million. The Hammett business acquired primarily marketed preK-12 educational products to charter schools and national child care centers. The business has been integrated into our national account business within the Traditional
segment.



ABC School Supply. In August 2002 we acquired
ABC School Supply and related affiliates (ABC). ABC, a producer and marketer of pre-K through eighth grade educational products, has been integrated into our Childcraft division and national accounts business. We paid approximately $30
million for ABC and also assumed approximately $11 million of debt.



Premier Agendas. In December 2001 we acquired all of the stock of Premier Agendas, Inc. and Premier School Agendas, Ltd. (together Premier Agendas) for approximately $156 million. Headquartered in Bellingham, Washington,
Premier Agendas is the largest provider of academic agendas in the United States and Canada. Premier Agendas has been included in our Specialty segment since the date of acquisition. We integrated our existing student agenda brands, Hammond &
Stephens and Time Tracker, into the Premier Agendas business.



Competitive Strengths



We attribute our strong
competitive position to the following key factors:



Number
One Market Share. We have the highest revenues of any direct marketing company for supplemental education supplies. We have developed this leading market position by emphasizing high-quality products, superior order fulfillment and exceptional
customer service. We believe that our large size and brand recognition have resulted in significant buying power, economies of scale and customer loyalty. In addition, our recent acquisitions have allowed us to increase our market presence and
solidify our pricing leverage.



Leading Established
Brands. We have the most established and recognized brands in the industry. We believe that a majority of our brands have a leading market position in their respective categories, based on revenues. With a historical track record of over 100
years for some brands, the Companys traditional and specialty brands represent a significant competitive advantage.



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Broad Product Lines. Our strategy is to provide a full range of high-quality products to meet the
complete supply needs of schools for preK-12. With over 80,000 items ranging from classroom supplies and furniture to playground equipment, we provide customers with one source for virtually all of their supplemental educational supplies and
furniture needs. In addition to our traditional School Specialty brand, our specialty businesses enrich our general product offering and create opportunities to cross merchandise our specialty products to our traditional customers. Specialty
businesses include the following brands:



|Brand                                     |  | Products          
|----------------------------------------- |  | ------------------
|Premier Agendas                           |  | Student agendas   
|Childcraft and abc                        |  | Early childhood   
|Sax Arts and Crafts                       |  | Art supplies      
|ClassroomDirect                           |  | General supplies  
|Sportime                                  |  | Physical education
|Teachers Video and Sunburst Visual Media |  | Educational videos
|Frey Scientific                           |  | Science           
|Brodhead Garrett                          |  | Industrial arts   



Innovative
Full-Service Business Model. We believe that we are the only company in our industry that has developed a full-service business model with an integrated, multi-channel marketing approach. As a result, we reach district and school administrative
decision makers as well as teachers and curriculum specialists through separate sales forces, catalog mailings and the Internet. We utilize our customer database across our family of catalogs to maximize their effectiveness and increase our
marketing reach. Additionally, our e-commerce websites provide a comprehensive presence on the Internet which we believe is a significant competitive advantage for us.



Stable Industry with Favorable Trends and Dynamics. Because the market for educational supplies is driven primarily
by demographics and government spending, we believe our industry is less exposed to economic cycles than many others. We have established working relationships with many large public education organizations and understand how to do business
effectively with these institutions. In addition, approximately 70 percent of our revenues are generated from the sale of consumable products, which are generally used each year in the education process and consequently they typically need to be
repurchased annually.



Established Infrastructure and
Customer Relationships.We believe our numerous leading brands, national sales force, large and broad product offering, established customer relationships and a national distribution network with multiple sales channels, including e-commerce,
give us a significant competitive advantage. The supplemental education supply market is highly seasonal, with a January through July selling season and a June through October shipping season, and our infrastructure and logistical capacities and
capabilities permit us to meet the requirements of these peak periods effectively.



Proven Acquisition and Integration Model.We have completed 17 acquisitions since May 1998. We have established a 6 to 12 month target for our integration process in which we form a focused transition team that
is assigned to sell or discontinue incompatible business units, reduce the number of items in the product offering, eliminate redundant expenses, integrate the acquired entitys business systems, and exploit buying power. We believe we have
proven that we can rapidly improve the operating margins of the businesses we acquire by employing an effective integration process.



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Effective Use of Technology. We believe that our use of information technology systems allows us
to turn over inventory more quickly than our competitors, offer customers more convenient and cost effective ways of ordering products, and more precisely focus our sales and marketing strategies.



Experienced and Incentivised Management. Our management team provides
depth and continuity of experience. In addition, managements interests are aligned with those of our shareholders, as many members of management own shares of our common stock and/or have been granted options to purchase our common stock.



Growth Strategy



We use the following strategies to grow and enhance our position as the
leading marketer of supplemental educational supplies:



Internal Growth. We plan to continue to increase our revenues by:



| |  |  | Taking advantage of market growth resulting from rising expenditures per student, combined with increasing enrollment
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| |  |  | Increasing penetration in geographic markets within the United States and Canada where we are currently underrepresented
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| |  |  | Increasing penetration in large districts by offering our single-source product solution
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| |  |  | Increasing penetration in the early childhood market
| | - |  | ----------------------------------------------------



| |  |  | Cross-merchandising specialty products to traditional customers
| | - |  | ---------------------------------------------------------------



| |  |  | Developing proprietary products that are curriculum and age specific
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| |  |  | Increasing marketing directed toward teachers
| | - |  | ---------------------------------------------



| |  |  | Encouraging brand loyalty to the total School Specialty brand offering
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| |  |  | Adding new products to enhance the breadth of our product offering
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| |  |  | Pursuing price increases to the extent supported by market conditions
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| |  |  | Adding sales through Internet channels
| | - |  | --------------------------------------



Margin Improvement.As we continue to grow our revenues, we plan to increase margins by selling more specialty products, which typically generate
higher gross margins due to the large number of proprietary and branded products in the product mix. In addition, we believe we can further improve operating margins by leveraging the benefits of our recent acquisitions and:



| |  |  | Increasing buying power combined with price expansion
| | - |  | -----------------------------------------------------



| |  |  | Reviewing and adjusting the level of customer discounts
| | - |  | -------------------------------------------------------



| |  |  | Taking advantage of the industrys shift toward site-based (versus centralized) purchasing
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| |  |  | Increasing our sourcing of product from overseas
| | - |  | ------------------------------------------------



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| |  |  | Improving the efficiency of our distribution network
| | - |  | ----------------------------------------------------



| |  |  | Continuing the elimination of redundant expenses of acquired businesses
| | - |  | -----------------------------------------------------------------------



| |  |  | Reducing our overhead costs
| | - |  | ---------------------------



Acquisitions. Our selective acquisition strategy and proven integration model have allowed us to solidify our leading position within the industry
and establish a strong national marketing and distribution platform. This platform allows us to integrate acquired brands more easily and strengthen our specialty brand portfolio and enter supplemental education categories in which we do not
currently compete, such as music or math, in addition to enabling us to grow faster than the industry. We believe that our size and national presence give us an advantage as a potential acquirer in a consolidating industry.



Furthermore, our proven integration model allows us to realize significant
synergies. We believe we have demonstrated our ability to reduce redundant costs, retain the customers of the acquired brands, and integrate distribution networks and information technology platforms. For each acquisition, we generally assume a
reduction of approximately 10 percent of the acquired companys revenues. The reduction is expected as we discontinue any unprofitable business lines, divest any product lines outside our core competencies and reduce overlapping sales forces.
The integration model is designed to offset the sales reduction and efficiently combine the businesses. The model allows us to smoothly consolidate distribution centers, improve geographic distribution, integrate the back-office functions, expand
purchasing power and, when a specialty company is acquired, realize product and margin enhancement related to cross merchandising.



Product Lines



We market two broad categories of products: general school supplies and specialty products geared towards specific educational disciplines. Our specialty
products enrich our general supply product offering and create opportunities to cross merchandise our specialty products, many of which are proprietary, to our traditional customers. With over 80,000 items ranging from classroom supplies and
furniture to playground equipment, we provide customers with one source for virtually all of their supplemental educational supply needs. Our business is highly seasonal with peak sales levels occurring from June through October.



Our general school supply product lines can be described as follows:



School Specialty. Through the School Specialty
catalog, which is targeted to administrative decision makers, we offer a comprehensive selection of classroom supplies, instructional materials, educational games, art supplies, school forms, educational software, physical education equipment,
audio-visual equipment, school furniture and indoor and outdoor equipment. We believe we are the largest school furniture resale source in the United States. We have been granted exclusive franchises for certain furniture lines in specific
territories and we enjoy significant purchasing power in open furniture lines. We enhance our furniture offering with a custom design and contract management service called Projects by Design, which assists in the building or renovation of schools.



Our specialty businesses offer product lines for specific
educational disciplines, as follows:



Premier Agendas.
Premier Agendas is the largest provider of academic agendas in the United States and Canada. The agendas include proprietary content to promote student success. Premier is also a leading publisher of school forms, including record books, grade
books, teacher planners and other printed forms under the brand name Hammond & Stephens.



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Childcraft and abc. We market early childhood education products and materials under the
Childcraft and abc brands. Childcraft and abc also market over 2,000 proprietary or exclusive products manufactured by Childcrafts Bird-in-Hand Woodworks subsidiary, including wood classroom furniture and equipment such as library shelving,
cubbies, easels, desks and play vehicles.



Sax Arts and
Crafts. Sax Arts and Crafts is a leading marketer of art supplies and art instruction materials, including paints, brushes, paper, ceramics, art metals and glass, leather and wood crafts. Sax Arts and Crafts offers customers a toll free
Art Savvy Hotline staffed with professional artists to respond to customer questions.



ClassroomDirect. ClassroomDirect offers general supplemental educational supplies to teachers and curriculum specialists directly through its
mail-order catalogs and fully integrated B2T website.



Sportime. Sportime is a leading marketer of physical education, athletic and recreational products. Sportimes catalog product offering includes products for early childhood through middle school as well as targeted products for
physically or learning challenged children.



Teachers
Video and Sunburst Visual Media.Teachers Video and Sunburst Visual Media are leading marketers and producers of educational videos and DVDs for educators. Teachers Video targets teachers, curriculum coordinators and department heads
through 17 different curriculum-oriented catalogs, with a total annual mailing volume in excess of 18 million catalogs. Sunburst Visual Media markets videos, DVDs and related curriculum materials covering character education, health and guidance
curriculums to schools.



Frey Scientific. Frey
Scientific is a marketer of laboratory supplies, equipment and furniture for science classrooms. Frey Scientific offers value-added focus in the biology, chemistry, physics and earth science areas.



Brodhead Garrett. Brodhead Garrett is the nations oldest
marketer of industrial arts products and technical materials to classrooms. Brodhead Garretts product line includes various items such as drill presses, sand paper, lathes and robotic controlled arms.



Our merchandising managers, many of whom have prior experience in education,
continually review and update the product lines for each business. The merchandising managers convene customer focus groups and advisory panels to determine whether current offerings are well-received and to anticipate future demand. The
merchandising managers also travel to product fairs and conventions seeking out new product lines. This annual review process results in a constant reshaping and expansion of the educational materials and products we offer.



For further information regarding our Traditional and Specialty segments, see
our Segment Information in the notes to our consolidated financial statements.



Sales and Marketing



We
have implemented an innovative multi-channel sales and marketing strategy that employs a traditional sales force of over 300 professionals, a specialty sales force of over 200 professionals, over 40 million catalogs mailed annually, B2T websites and
a B2B educational portal. We believe we have developed a substantially different sales and marketing model from that of other supplemental educational supply companies in the United States. Our strategy is to use two separate sales and marketing
approaches (top down and bottom up) to reach all the prospective purchasers in the education system.



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Traditional Business. Our top down marketing approach targets administrative
decision-makers through our traditional sales force, the School Specialty general supply catalog and the JuneBox.com B2B education portal. This approach accounts for the majority of our traditional business.



Our primary compensation program for sales representatives is based on
commissions as a percentage of gross profit on sales. For new and transitioning sales representatives, we offer salary and expense reimbursement until the representative is moved to a full commission compensation structure.



Schools typically purchase supplies based on established relationships with
relatively few vendors. We seek to establish and maintain these critical relationships by assigning accounts within a specific geographic territory to a local area sales representative who is supported by a centrally located customer service team.
The customer service representatives frequently call on existing customers to ascertain and fulfill their supplemental educational supply needs. The representatives maintain contact with these customers throughout the order cycle and assist in order
processing.



We have a centralized and national sales,
marketing, distribution and customer service structure. We believe that this structure significantly improves our effectiveness through better sales management, resulting in higher regional penetration, and significant cost savings through the
reduction of distribution centers.



Projects by
Design is a service we provide to help in the building or renovation of schools. Our professionals prepare a detailed room-by-room analysis to simplify supplemental educational supply planning and fulfillment. Customers have the ability to
view prospective classrooms through our innovative software in order to efficiently manage the project.



Specialty Business. We use the bottom up approach to target the classroom level decision-makers through our specialty sales force,
catalogs featuring our specialty brands and B2T websites, along with our ClassroomDirect catalog and website. These catalogs allow teachers to procure supplies that are specific to their curriculum and classroom needs and may not have been purchased
by school administration.



Generally, for each specialty brand,
a major catalog containing its full product offering is distributed near the end of the calendar year for the beginning of the January through July selling season. During the course of the year we mail additional supplemental catalogs. Schools and
teachers can also access websites for product information and purchasing. Further, we believe that by cross marketing our specialty brands to traditional customers, we can achieve substantial incremental sales.



Internet Operations. We believe the Internet is an effective and
efficient sales channel for us and our customers. Our Internet approach comprises both B2T websites and a B2B portal that create additional sales channels for us. We have been involved in e-commerce for over five years and have developed the leading
e-commerce websites in the industry. All of our specialty companies operate complete information and e-commerce websites. Additionally, we also offer JuneBox.com, a set of e-commerce solutions specifically designed to meet the unique needs of
educational organizations. One component, the MarketPlace, is a full-featured e-procurement system which provides all the Internet purchasing benefits to schools. Another component, The Stores offers a complete on-line
catalog for individual teacher purchases. Other components allow the districts to integrate JuneBox product information and systems directly into their business systems, allowing for a more streamlined and accurate procurement process.



Pricing. Pricing for our general and specialty product offerings
varies by product and market channel. We generally offer a negotiated discount from catalog prices for supplies from our School



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Specialty catalog and respond to quote and bid requests. The pricing structure of specialty products offered through direct marketing is generally not
subject to negotiation.



School Specialty has built a broad
customer base where no single customer accounted for more than 2 percent of sales during fiscal 2001, 2002 or 2003. We believe we sell into every school district in the United States and reach nearly all of the countrys teachers.



Procurement



Traditional Business. We purchase our general school supplies and
furniture and equipment from over 2,000 vendors. Product selection is evaluated on an annual basis and we typically negotiate an annual supply contract with each vendor. Our supply contracts with our larger vendors usually provide for special
pricing and/or extended terms and often include volume based incentive and rebate programs. In fiscal 2000, we introduced a private label, ClassroomSelect, and subsequently expanded product selection which has allowed for margin expansion. We have
exclusive distribution rights on several furniture and equipment lines.



Specialty Business. Many of our products in the specialty business are proprietary. We either develop the product or it is an exclusive product developed on our behalf. Typically, we outsource the manufacturing of proprietary
products. However, our Childcraft division manufactures wood furniture for sale by Childcraft, abc and our other businesses. We also produce our Teachers Video proprietary videos at our facility in Tempe, Arizona and our Premier agendas and
forms are designed and produced at our facilities in Bellingham, Washington, Fremont, Nebraska, and Langley, British Columbia, as well as through third party printers. We purchase non-proprietary products in the specialty business in a similar
manner as our traditional business procurement process.



To the
extent the traditional and specialty businesses are sourcing product from common vendors, we typically negotiate one contract to take full advantage of our combined buying power. We maintain close and stable relationships with our vendors to
facilitate a streamlined procurement process. At the same time, we continually review alternative supply sources in an effort to improve quality, improve customer satisfaction, and reduce product cost. We are currently working with our larger
vendors to provide for an electronic procurement process, which will automate our procurement cycle transactions, from purchase order through payment, utilizing an electronic interface. We believe this electronic process will reduce cost and improve
accuracy and efficiency in our procurement and fulfillment process.



Logistics



We have built what we believe is the
largest and most sophisticated distribution network among our direct marketing competitors, with seven fully-automated and seamlessly-integrated distribution centers that ship directly to the customer. The distribution centers average approximately
200,000 square feet. We also maintain call centers to support customer service and sales. We believe this network represents a significant competitive advantage for us, allowing us to reach any school in a fast and efficient manner. We shipped
approximately 70 percent of stocked inventory via UPS in fiscal 2003 and had a 97 percent on-time delivery rate. The fill-rate of our facilities has generally exceeded 95 percent at the peak of our shipping season. We have the ability to expand the
network through additions needed to support sales growth. New warehouse capacity can be leased and no large capital investments are typically required.



In order to maintain the proprietary nature of some of our specialty products, we operate four manufacturing facilities. The Lancaster, Pennsylvania
facility manufactures products primarily for the Childcraft and abc brands, while the Bellingham, Washington, Fremont, Nebraska, and Langley, British



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Columbia facilities are used for the production of student agendas and school forms. Our manufactured products account for approximately 7 percent of our
revenues.



Information Systems



We believe that through the utilization of technology in areas such as
purchasing and inventory management, customer order fulfillment and database management, we are able to turn over inventory more quickly, offer customers more convenient and cost effective ways of ordering products, and more precisely focus our
sales and marketing strategies.



In the traditional and certain
specialty businesses, we use a specialized distribution software package. This software package, System for Distributors, offers a fully-integrated process from sales order entry through customer invoicing, and inventory requirements planning
through accounts payable. Our system provides information through daily automatic posting to the general ledger and integrated inventory control. We have made numerous enhancements that allow greater flexibility in addressing the seasonal
requirements of the industry and meeting specific customer needs.



Most of the remaining specialty divisions use a mail-order and catalog system provided by Ecometry Corporation. This system meets the needs of our direct marketing companies with extensive list management and tracking of multiple marketing
offers. The system provides complete and integrated order processing, inventory control, warehouse management and financial applications.



During fiscal 2003, we began the implementation of new business systems utilizing Yantra Corporations order management and warehouse management
software. Three distribution centers were automated during the year and businesses shipping from these centers manage orders using Yantra multi-enterprise order management software. This model will be extended to include additional operations and
additional processes and functions during fiscal 2004. By utilizing common systems across our businesses, we expect to achieve an improved order process, reduced order cycle time, enhanced integration between businesses and more effective inventory
management. We believe technologies of the new systems will readily support continued growth and integration of new businesses.



Competition



We believe competition in the market in which we operate is fragmented with approximately 3,400 regional suppliers to preK-12 schools. These companies are
generally smaller in terms of revenues and serve customers in limited geographic regions. We also compete with alternate channel competitors such as office product contract stationers and office supply superstores. Their primary advantages over us
are size, location, greater financial resources and buying power. Their primary disadvantage is that their product mix typically covers less than 20 percent of the schools needs (measured by volume). For the most part, our competitors do not
offer special order fulfillment software, which we believe is increasingly important to adequately service school needs. We believe we compete favorably with these companies on the basis of service and product offering.



Employees



As of June 1, 2003, we had approximately 2,500 full-time employees. To meet the seasonal demands of our customers, we employ
many seasonal employees during the late spring and summer months. Historically, we have been able to meet our requirements for seasonal employment. None of our employees are represented by a labor union. We consider our relations with our employees
to be very good.



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Forward-Looking Statements



Statements in this Annual Report which are not historical are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. The forward-looking statements include: (1) statements made under Item 1, Business and Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations,
including, without limitation, statements with respect to internal growth plans, projected revenues, margin improvement, future acquisitions, capital expenditures and adequacy of capital resources; (2) statements included or incorporated by
reference in our future filings with the Securities and Exchange Commission; and (3) information contained in written material, releases and oral statements issued by, or on behalf of, School Specialty including, without limitation, statements with
respect to projected revenues, costs, earnings and earnings per share. Forward-looking statements also include statements regarding the intent, belief or current expectation of School Specialty or its officers. Forward-looking statements include
statements preceded by, followed by or that include forward-looking terminology such as may, will, should, believes, expects, anticipates, estimates,
continues or similar expressions.



All
forward-looking statements included in this Annual Report are based on information available to us as of the date hereof. We do not undertake to update any forward-looking statements that may be made by or on behalf of us, in this Annual Report or
otherwise. Our actual results may differ materially from those contained in the forward-looking statements identified above. Factors which may cause such a difference to occur include, but are not limited to, the factors listed in Exhibit 99.4 to
our Form 10-K for fiscal 2003.



Item 2. Properties



Our corporate headquarters is located in a leased facility. The lease on
this facility expires in April 2021. The facility is located at W6316 Design Drive, Greenville, Wisconsin, a combined office and warehouse facility of approximately 332,000 square feet, which also services both our Traditional and Specialty
segments. In addition, we lease or own the following principal facilities:



|Locations                     |  | Approximate Square Footage |  | Owned/ Leased |  | Lease Expiration  
|----------------------------- |  | -------------------------- |  | ------------- |  | ------------------
|Agawam, Massachusetts (1)     |  | 188,000                    |  | Leased        |  | November 30, 2020 
|Atlanta, Georgia (2)          |  | 20,000                     |  | Leased        |  | January 31, 2006  
|Bellingham, Washington (2)    |  | 48,000                     |  | Leased        |  | March 31, 2011    
|Duluth, Georgia (3)           |  | 238,000                    |  | Leased        |  | November 30, 2004 
|Fremont, Nebraska (2)         |  | 95,000                     |  | Leased        |  | June 30, 2008     
|Fresno, California (3)        |  | 163,200                    |  | Leased        |  | November 1, 2009  
|Lancaster, Pennsylvania (2)   |  | 73,000                     |  | Leased        |  | December 31, 2007 
|Lancaster, Pennsylvania (2)   |  | 126,000                    |  | Leased        |  | October 31, 2005  
|Lancaster, Pennsylvania (2)   |  | 204,000                    |  | Leased        |  | October 31, 2005  
|Langley, British Columbia (2) |  | 8,700                      |  | Leased        |  | August 31, 2003   
|Lyons, New York (1)           |  | 179,000                    |  | Owned         |  |                  
|Mansfield, Ohio (3)           |  | 315,000                    |  | Leased        |  | November 30, 2020 
|New Berlin, Wisconsin (2)     |  | 16,200                     |  | Leased        |  | September 30, 2007
|Salina, Kansas (1)            |  | 123,000                    |  | Owned         |  |                  
|Southaven, Mississippi (3)    |  | 200,000                    |  | Leased        |  | December 31, 2010 
|Tempe, Arizona (2)            |  | 57,000                     |  | Leased        |  | February 28, 2005 

---



11



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|(1) |  | Location primarily services the Traditional segment.
|--- |  | ----------------------------------------------------

|(2) |  | Location primarily services the Specialty segment.
|--- |  | --------------------------------------------------

|(3) |  | Location primarily services both business segments.
|--- |  | ---------------------------------------------------



The 73,000 square foot Lancaster, Pennsylvania facility is used for manufacturing and the Fremont, Nebraska, Langley, British Columbia and Bellingham,
Washington facilities are used for production of agendas and school forms. The other facilities are distribution centers and/or office space. We believe that our properties, as enhanced for our ongoing expansion, are adequate to support our
operations for the foreseeable future. We regularly review the utilization and consolidation of our facilities.



Item 3. Legal Proceedings



We are, from time to time, a party to legal proceedings arising in the normal course of business. We believe that none of these legal proceedings will
materially or adversely affect our financial position, results of operations or cash flows.



Item 4. Submission of Matters to a Vote of Security Holders



There were no matters submitted during the quarter ended April 26, 2003 to a vote of our security holders.



EXECUTIVE OFFICERS OF THE REGISTRANT



As of June 1, 2003, the following persons served as executive officers of
School Specialty:



|Name and Ageof Officer        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|David J. Vander Zanden Age 48 |  | Mr. Vander Zanden became President and Chief Executive Officer of School Specialty in September 2002, after serving as Interim Chief Executive Officer since March 2002. Mr. Vander
Zanden served as President and Chief Operating Officer from March 1998 to March 2002. From 1992 to March 1998, he served as President of Ariens Company, a manufacturer of outdoor lawn and garden equipment. Mr. Vander Zanden has served as a director
of School Specialty since June 1998.
|                              | 
|Mary M. Kabacinski Age 54     |  | Ms. Kabacinski, a Certified Public Accountant, has served as Executive Vice President and Chief Financial Officer of School Specialty since August 1999. From 1989 to 1999, she
served as Senior Vice President and Chief Financial Officer for Marquette Medical Systems, a manufacturer of medical devices.                                                                                                                                                                    
|                              | 
|A. Brent Pulsipher Age 61     |  | Mr. Pulsipher became Executive Vice President of Corporate Logistics and Technology of School Specialty in March 2001. From 1998 to 2001, Mr. Pulsipher was Chief Information
Officer for Tropical Sportswear International, an apparel producer and brand manager. Mr. Pulsipher held the position of Manager of Consulting Services for Distribution Resources Company, a software developer, from 1988 to 1998.                                                               



12



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|Stephen R. Christiansen Age 41 |  | Mr. Christiansen joined School Specialty in November 2002 as Executive Vice President, Specialty Companies, following a thirteen-year tenure with Kimberly-Clark Corporation, a
world-wide manufacturer of personal care and health care products, where he held progressive marketing and general management positions in the United States and Latin America.
|------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The term of office of
each executive officer is from one annual meeting of the Board of Directors until the next annual meeting of the Board of Directors or until a successor for each is selected. There are no arrangements or understandings between any of our executive
officers and any other person (not an officer or director of School Specialty acting as such) pursuant to which any of our executive officers were selected as an officer of School Specialty.



13



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PART II



Item 5. Market for Registrants Common Equity and Related Shareholder Matters



Market Information



Our common stock is traded under the symbol SCHS on The Nasdaq National Market. The table below sets forth the reported high and low closing
sale prices for shares of the common stock, as reported by The National Association of Securities Dealers, Inc. during the indicated quarters.



|Fiscal 2003 quarter ended |  | High |       | Low
|------------------------- |  | ---- | ----- | ---
|July 27, 2002             |  | $    | 28.84 |    
|October 26, 2002          |  |      | 26.51 |    
|January 25, 2003          |  |      | 25.80 |    
|April 26, 2003            |  |      | 20.21 |    
|                          |  |     
|Fiscal 2002 quarter ended |  | High |       | Low
|July 28, 2001             |  | $    | 28.66 |    
|October 27, 2001          |  |      | 31.99 |    
|January 26, 2002          |  |      | 31.30 |    
|April 27, 2002            |  |      | 29.65 |    



Holders



As of July 7, 2003, there were 2,122 record holders of our common stock.



Historical Dividends



We have not declared or paid any cash dividends on our common stock to date.
We currently intend to retain our future earnings to finance the growth, development and expansion of our business. Accordingly, we do not expect to pay cash dividends on our common stock in the foreseeable future. In addition, our ability to pay
dividends may be restricted or prohibited from time to time by financial covenants in our credit agreements and debt instruments. Our current credit facility contains restrictions on, and in some circumstances, may prevent, our payment of dividends.



14



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Item 6. Selected Financial Data



SELECTED FINANCIAL DATA

(in thousands, except per share data)(1)



|                                                |  | Fiscal Year   |        
|----------------------------------------------- |  | ------------- | -------
|                                                |  | 2003          |        
|                                                |  |               |        
|Statement of Operations Data:                   |  |               |        
|Revenues                                        |  | $             | 870,030
|Cost of revenues                                |  |               | 512,167
|                                                |  |               |        
|Gross profit                                    |  |               | 357,863
|Selling, general and administrative expenses    |  |               | 271,916
|Restructuring and strategic restructuring costs |  |               |       
|                                                |  |               |        
|Operating income                                |  |               | 85,947 
|Interest expense (net)                          |  |               | 18,001 
|Other expense (income)                          |  |               | 1,909  
|                                                |  |               |        
|Income before provision for income taxes        |  |               | 66,037 
|Provision for income taxes                      |  |               | 26,447 
|                                                |  |               |        
|Net income (2)                                  |  | $             | 39,590 
|                                                |  |               |        
|Net income per share:                           |  |               |        
|Basic                                           |  | $             | 2.16   
|Diluted                                         |  | $             | 1.94   
|Weighted average shares outstanding:            |  |               |        
|Basic                                           |  |               | 18,324 
|Diluted                                         |  |               | 23,378 
|                                                |  |               |        
|Selected Operating Data:                        |  |               |        
|EBITDA (3)                                      |  | $             | 101,468
|Free cash flow (3)                              |  | $             | 54,721 
|                                                |  |               |        
|                                                |  | April 26,2003 |        
|Balance Sheet Data:                             |  |               |        
|Working capital                                 |  | $             | 98,609 
|Total assets                                    |  |               | 736,335
|Long-term debt                                  |  |               | 292,844
|Total debt                                      |  |               | 293,356
|Shareholders equity                            |  |               | 321,453

---



15



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|(1) |  | Our business has grown significantly since 1999 through acquisitions and internal growth. For detailed information on acquisitions during fiscal years 2003, 2002 and 2001, see the
Business Combinations note in our notes to consolidated financial statements. During fiscal 2000, we made two acquisitions under the purchase method for an aggregate purchase price of approximately $2.5 million and during fiscal 1999 we
made five acquisitions under the purchase method for an aggregate purchase price of approximately $127.8 million.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | At the beginning of fiscal 2002, we adopted SFAS No. 142, Goodwill and Other Intangible Assets, which resulted in goodwill no longer being subject to amortization.
Goodwill amortization, net of tax, included in net income during fiscal years 2001, 2000, and 1999 was $5.0 million, $4.5 million, and $3.9 million, respectively.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | The following tables disclose certain financial measures, such as EBITDA (earnings before interest and other, taxes, depreciation and amortization) and free cash flow, which may be
considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a companys performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or
included in the most directly comparable measure calculated and presented in accordance with GAAP. In order to fully assess our financial results, we believe that EBITDA and free cash flow are appropriate measures of evaluating operating performance
and liquidity, respectively. Furthermore, we believe that EBITDA provides useful information because this information is used in calculating certain financial covenants under our credit facility. However, these measures should be considered in
addition to, and not as a substitute for, operating income, cash flows or other measures of financial performance prepared in accordance with GAAP. The non-GAAP measures included below have been reconciled to the nearest GAAP measure, as included in
our consolidated financial statements included elsewhere in this report. As used herein, GAAP refers to accounting principles generally accepted in the United States.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                   |  | Fiscal Year |        
|---------------------------------------------------------------------------------- |  | ----------- | -------
|                                                                                   |  | 2003        |        
|                                                                                   |  |             |        
|Earnings before interest and other, taxes, depreciation and amortization (EBITDA): |  |             |        
|Operating income                                                                   |  | $           | 85,947 
|Add: Depreciation and amortization expense                                         |  |             | 15,521 
|                                                                                   |  |             |        
|EBITDA                                                                             |  | $           | 101,468
|                                                                                   |  |             |        
|Free cash flow reconciliation:                                                     |  |             |        
|Net cash provided by operating activities                                          |  | $           | 62,026 
|Additions to property and equipment                                                |  |             | (11,305
|Net accounts receivable securitization facility activity                           |  |             | 4,000  
|                                                                                   |  |             |        
|Free cash flow                                                                     |  | $           | 54,721 
|                                                                                   |  |             |        



16



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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
(MD&A)



You should read the
following discussion and analysis in conjunction with our consolidated financial statements and related notes, included elsewhere in this Annual Report.



Overview



We are the largest direct marketing company for supplemental educational supplies to schools and teachers for preK-12 in the United States. We offer more
than 80,000 items through an innovative two-pronged marketing approach that targets both school administrators and individual teachers. Our broad product range enables us to provide our customers with one source for virtually all of their
non-textbook school supplies and furniture needs.



We have
grown significantly in recent years through acquisitions and internal growth. For information on our recent acquisitions see the Business Combinations note in the notes to our consolidated financial statements. Our revenues for fiscal
2003 were $870.0 million and our operating income was $85.9 million, which represented compound annual revenue growth of 13.6% and compounded annual operating income growth of 30.1%, compared to our fiscal 1999 results.



Our gross margin has improved in recent years primarily due to acquisitions,
product mix and increased buying power. We have acquired many specialty businesses, which tend to have higher gross margins than our traditional business. The specialty businesses have also experienced higher revenue growth than the traditional
business, resulting in an improved product mix. In addition, our acquisitions of both specialty and traditional businesses have increased our buying power, resulting in reduced costs of the products we purchase.



Our operating profit and margins also improved significantly over the last
several years. This improvement reflects our acquisitions of specialty businesses, which typically have higher operating margins than our traditional business. In addition, through the integration of acquired businesses, we have been able to further
improve our operating profit and margins by eliminating redundant expenses, leveraging overhead costs and improving purchasing power.



As a result of integrating acquired operations, we have recorded restructuring charges in fiscal 2001 and fiscal 1999. These charges have primarily been
to close existing facilities and to consolidate operations that, when combined with acquired operations, became redundant. To the extent our integrations have resulted in certain exit costs such as the closure of acquired facilities, the costs were
accrued in purchase accounting.



Our business and working
capital needs are highly seasonal with peak sales levels occurring from June through October. During this period, we receive, ship and bill the majority of our orders so that schools and teachers receive their merchandise by the start of each school
year. Our inventory levels increase in April through June in anticipation of the peak shipping season. The majority of shipments are made between June and October and the majority of cash receipts are collected from September through December. As a
result, we usually earn more than 100% of our annual net income in the first two quarters of our fiscal year and operate at a net loss in our third and fourth fiscal quarters.



Results of Operations



The following table sets forth certain information as a percentage of revenues on a historical basis concerning our results of operations for the fiscal
years 2003, 2002, and 2001.



17



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|                                             |  | Fiscal Year |  
|-------------------------------------------- |  | ----------- | -
|                                             |  | 2003        |  
|Revenues                                     |  | 100.0       | %
|Cost of revenues                             |  | 58.9        |  
|                                             |  |             |  
|Gross profit                                 |  | 41.1        |  
|Selling, general and administrative expenses |  | 31.2        |  
|Restructuring costs                          |  |            |  
|                                             |  |             |  
|Operating income                             |  | 9.9         |  
|Interest expense, net                        |  | 2.1         |  
|Other expense                                |  | 0.2         |  
|                                             |  |             |  
|Income before provision for income taxes     |  | 7.6         |  
|Provision for income taxes                   |  | 3.0         |  
|                                             |  |             |  
|Net income                                   |  | 4.6         | %
|                                             |  |             |  



Consolidated Historical Results of
Operations



Fiscal 2003 Compared to Fiscal 2002



Revenues



Revenues increased 13.4% from $767.4 million in fiscal 2002 to $870.0
million in fiscal 2003. Traditional segment revenues decreased 1.8% from $480.9 million in fiscal 2002 to $472.5 million in fiscal 2003. Decrease in Traditional segment revenues was primarily due to a generally weakened economic environment which
has placed pressure on some state and local budgets, partially offset by revenues from acquired businesses. Specialty segment revenues increased 38.8% from $286.5 million in fiscal 2002 to $397.6 million in fiscal 2003. Increase in Specialty segment
revenues was primarily due to acquisitions and modest growth in existing businesses.



Gross Profit



Gross profit increased 21.7% from $294.0 million in fiscal 2002 to $357.9 million in fiscal 2003. Increase in gross profit was due to an increase in
revenues and gross margins, and a shift in revenues to the higher margin Specialty segment. In fiscal 2003, Specialty segment revenues accounted for 45.7% of total revenues, up from 37.3% in fiscal 2002. Gross margin grew 280 basis points from 38.3%
of revenues in fiscal 2002 to 41.1% of revenues in fiscal 2003. Increase in gross margin was primarily due to improvement in the Specialty segment gross margin from 45.6% of revenues in fiscal 2002 to 49.4% of revenues in fiscal 2003. Increase in
gross margin in the Specialty segment was primarily driven by mix, with higher gross margins from acquired businesses, and successful pricing initiatives in core businesses. Traditional segment gross margin expanded 30 basis points from 33.9% of
revenues in fiscal 2002 to 34.2% of revenues in fiscal 2003, driven primarily by improved consumable pricing and reduced product cost.



Selling, General and Administrative Expenses



Selling, general and administrative expenses (SG&A) include selling expenses, the most significant component
of which is sales wages and commissions, operations expenses, which includes customer service, warehouse and warehouse shipments transportation costs, catalog costs, general administrative overhead, which includes information systems, accounting,
legal, and human resources and depreciation and intangible asset amortization expense.



18



---

SG&A increased 15.0% from $236.4 million or 30.8% of revenues in fiscal 2002 to $271.9 million or
31.2% of revenues in fiscal 2003. Increase in SG&A and SG&A as a percent of revenues was primarily due to acquisitions, an increase in revenues, and a shift in revenue mix to increased Specialty segment revenues, which generally have higher
operating costs than the Traditional segment primarily due to increased marketing costs. These increases were partially offset by efficiencies obtained from integration efforts and successful expense reduction efforts.



Traditional segment SG&A increased $4.3 million from $109.1 million or
22.7% of revenues in fiscal 2002 to $113.4 million or 24.0% of revenues in fiscal 2003. Increase in Traditional segment SG&A was primarily due to costs associated with closing our Lufkin, Texas facility, which supported the Traditional segment,
of approximately $1.2 million and costs related to operating businesses acquired during the off season. Specialty segment SG&A increased $30.2 million from $108.2 million in fiscal 2002 to $138.4 million. Increase in Specialty segment SG&A
was primarily due to an increase in revenues and costs related to operating acquired businesses which were purchased during the off season. Specialty segment SG&A as a percent of revenues decreased 300 basis points from 37.8% of revenues in
fiscal 2002 to 34.8% of revenues in fiscal 2003. Decrease in SG&A as a percent of revenues was primarily due to the inclusion of Premier Agendas for a full fiscal year, which was acquired during the off season in fiscal 2002 and contributed
minimal revenue and a non-recurring charge that occurred in fiscal 2002 related to closing the Birmingham, Alabama distribution center.



Interest Expense



Net interest expense increased 4.2% from $17.3 million in fiscal 2002 to $18.0 million in fiscal 2003. Increase in net interest expense was due to an
increase in average debt outstanding, partially offset by a reduction in our effective borrowing rate on our credit facility.



Other Expenses



Other expense decreased $2.1 million from $4.0 million in fiscal 2002 to $1.9 million in fiscal 2003. Other expenses for fiscal 2003 primarily represented
the discount and loss on securitized accounts receivable of $1.8 million. Discount and loss on securitized accounts receivable for fiscal 2002 was $2.0 million. The decrease in the discount and loss was primarily due to a reduction in the discount
rate partially offset by an increase in the average securitized accounts receivable. Other expenses for fiscal 2002 included a $1.7 million write-off of a long-term investment, and $0.3 million realized gain on the sale of available-for-sale
securities.



Provision for Income Taxes



The provision for income taxes increased to $26.4 million in
fiscal 2003 from $14.5 million in fiscal 2002, reflecting effective income tax rates of 40.0% for each period. The higher effective tax rate, compared to the federal statutory rate of 35%, was primarily due to state, local and foreign income taxes.



Fiscal 2002 Compared to Fiscal 2001



Revenues



Revenues increased 10.8% from $692.7 million for fiscal 2001 to $767.4
million for fiscal 2002. Traditional segment revenues increased 15.9% from $415.0 million in fiscal 2001 to $480.9 million in fiscal 2002, primarily due to acquisitions. Specialty segment revenues increased 3.2% from $277.7 million in fiscal 2001 to
$286.5 million in fiscal 2002. Increase in Specialty segment revenues was due to



19



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internal growth and acquisitions, partially offset by the exclusion of revenues from three businesses disposed of since January 2001.



Gross Profit



Gross profit increased 16.8% from $251.7 million, or 36.3% of revenues in
fiscal 2001 to $294.0 million, or 38.3% of revenues in fiscal 2002. Increase in gross profit was due to an increase in revenues and gross margin. Increase in gross margin was primarily due to strong improvement in the Traditional segment from 30.8%
of revenues in fiscal 2001 to 33.9% of revenues in fiscal 2002. This increase in gross margin in the Traditional segment was primarily due to improvement in the consumable business, driven by improved purchasing power and modest selling price
increases. Specialty segment gross margin improved to 45.6% of revenues in fiscal 2002 from 44.6% of revenues in fiscal 2001. This improvement was primarily driven by the ClassroomDirect business, which improved gross margin primarily through an
increase in selling price and the Childcraft business, which improved gross margin primarily through improved operating efficiencies and purchasing power. On a consolidated basis, gross margin was impacted by an increase in Traditional segment
revenue mix (driven by the November 2000 acquisition of J.L. Hammetts K-12 wholesale business) from 59.9% of revenues in fiscal 2001 to 62.7% of revenues in fiscal 2002. The Traditional segment historically has lower gross margins than the
Specialty segment.



Selling, General and
Administrative Expenses



SG&A increased 13.6% from
$208.2 million or 30.1% of revenues in fiscal 2001 to $236.4 million or 30.8% of revenues in fiscal 2002. Traditional segment SG&A increased $10.6 million from $98.6 million or 23.8% of revenues in fiscal 2001 to $109.1 million or 22.7% of
revenues in fiscal 2002. Increase in Traditional segment SG&A was primarily due to an increase in variable costs related to increased revenues and an increase in fixed operating costs, primarily due to redundancies created with the Hammett
acquisition. Specialty segment SG&A increased $13.0 million from $95.2 million or 34.3% of revenues in fiscal 2001 to $108.2 million or 37.8% of revenues in fiscal 2002. Increase in Specialty segment SG&A was primarily due to the acquisition
of Premier Agendas, and costs to consolidate existing operations into acquired businesses. These Traditional and Specialty segment increases were partially offset by our early adoption at the beginning of fiscal 2002 of SFAS No. 142 which resulted
in the discontinuance of amortization of goodwill. Corporate expenses increased $4.7 million from $14.4 million in fiscal 2001 to $19.1 million in fiscal 2002. Increase was primarily due to an increase in salaries and wages, salary continuation
obligations related to the death of our chief executive officer and depreciation.



Decrease in Traditional segment SG&A as a percent of revenues was primarily due to the adoption of SFAS No. 142 at the beginning of fiscal 2002. The increase in Specialty segment SG&A as a percent of revenues
was primarily due to 1) operating costs of Premier Agendas, a highly seasonal business acquired during a seasonally low period, 2) costs associated with closing our distribution center in Birmingham, Alabama, 3) costs associated with integrating our
Hammond & Stephens sales force with the Premier Agendas sales force and 4) increased catalog costs, primarily due to the inclusion of a full fiscal year of catalog expense for Teachers Video, which has higher catalog costs as a percentage
of revenues than our other specialty businesses. These increases were partially offset by a reduction in amortization expense, due to our adoption of SFAS No. 142 at the beginning of fiscal 2002.



20



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Interest Expense



Net interest expense increased 2.5% from $16.9 million in fiscal 2001 to $17.3 million in fiscal 2002. Increase in interest
expense was primarily due to an increase in average debt outstanding, partially offset by a reduction in our effective borrowing rate on our credit facility.



Other Expenses



Other expense increased $2.8 million from $1.2 million in fiscal 2001 to $4.0 million in fiscal 2002. Other expenses in fiscal 2002 primarily consisted of
the discount and loss on the accounts receivable securitization of $2.0 million, a $1.7 million write-off of a long-term investment and a $0.3 million realized loss on the sale of available-for-sale securities. Other expense in fiscal 2001 primarily
consisted of the discount and loss on an accounts receivable securitization of $1.4 million.



Provision for Income Taxes



The provision for income taxes for fiscal 2002 increased $5.4 million over fiscal 2001, reflecting effective tax rates of 40.0% and 43.2% for fiscal years
2002 and 2001, respectively. The change in the effective tax rate to 40.0% in fiscal 2002 as compared to 43.2% in fiscal 2001 was due primarily to the impact of our adoption of SFAS No. 142, and its impact on non-deductible goodwill amortization.
The higher effective tax rate, compared to the federal statutory rate of 35%, was primarily due to state, local and foreign income taxes.



Liquidity and Capital Resources



At April 26, 2003, we had working capital of $98.6 million. Our capitalization at April 26, 2003 was $614.9 million, consisting of total debt of $293.4
million and shareholders equity of $321.5 million.



On
April 11, 2003 we amended and extended our revolving credit facility with Bank of America, N.A., acting as agent. The new credit agreement matures on April 11, 2006 and provides for $250 million of availability. The amount outstanding as of April
26, 2003 under the credit facility was $125.7 million. The credit facility is secured by substantially all of our assets and contains certain financial and other covenants. During fiscal 2003, we borrowed under our credit facility primarily for
seasonal working capital, acquisitions, and capital expenditures. Our borrowings are usually significantly higher during the first two quarters of our fiscal year to meet the working capital needs of our peak selling season. As of April 26, 2003,
our effective interest rate on borrowings under our credit facility was approximately 4.23%, which includes amortization of loan origination fee costs and the commitment fees on unborrowed funds.



On July 30, 2001, we sold an aggregate principal amount of $130 million of
six percent convertible subordinated notes due August 1, 2008. The notes are convertible at any time prior to maturity into shares of our common stock at a conversion price of $32.29 per share and accrue interest payable semi-annually. Net proceeds
from the sale of these notes were approximately $125.7 million. On August 2, 2001, the initial purchasers of the notes exercised their option to purchase additional notes in full and purchased an additional $19.5 million of these notes. We used the
total net proceeds from the offering of $144.6 million to repay a portion of the debt outstanding under the credit facility.



We currently have a $100 million accounts receivable securitization facility which expires in November 2003. The facility was amended during November 2002
to extend the expiration date to November 2003 and may be extended further with the financial institutions consent. At April 26, 2003, $46 million was advanced under the accounts receivable securitization and accordingly, that amount of



21



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accounts receivable has been removed from our consolidated balance sheet. Costs associated with the sale of receivables,
primarily related to the discount and loss on sale, for fiscal 2003 were $1.8 million and are included in other expenses in our condensed consolidated statement of operations.



In November 2000, we entered into two sale-leaseback transactions which are accounted for as financings. Under the
agreements, we recorded $18.5 million of debt, which has an effective interest rate of 8.97%, excluding amortization of related fees. The leases expire in November 2020. The amount outstanding as of April 26, 2003 under the agreements was $17.7
million.



Net cash provided by operating activities was $62.0
million in fiscal 2003 compared to $75.6 million in fiscal 2002. The decrease in cash from operating activities was primarily due to significant liquidation of acquired working capital in fiscal 2002 and a $4 million reduction in amounts advanced
under the accounts receivable securitization in fiscal 2003, partially offset by an increase in net income in fiscal 2003.



Net cash used in investing activities during fiscal 2003 was $66.5 million. Of this amount, $55.8 million was used for acquisitions and $11.3 million was
used for capital expenditures, primarily consisting of computer hardware and software related to the implementation of our new business systems and distribution and manufacturing equipment. Net cash used in investing activities during fiscal 2002
was $160.8 million, including $162.2 million for acquisitions (primarily Premier Agendas) and $12.1 million for capital expenditures. These uses were partially offset by net proceeds of $9.6 million from the sale of available-for-sale securities.



Net cash provided by financing activities during fiscal 2003
was $0.7 million. Net repayments on bank borrowings and capital leases of $4.1 million and payment of related debt fees of $1.6 million, primarily relating to new credit facility, were offset by $6.4 million of proceeds from stock option exercises.
Net cash provided by financing activities during fiscal 2002 was $85.7 million. Net proceeds from our convertible debt offering of approximately $144.6 million were used to repay a portion of the debt outstanding on our credit facility.



We anticipate that our cash flow from operations, borrowings available
from our existing credit facility and other sources of capital will be sufficient to meet our liquidity requirements for operations, including anticipated capital expenditures and our contractual obligations.



We expect our fiscal 2004 capital expenditures to be approximately $8-$10
million and to consist primarily of computer hardware and software costs related to continued implementation of our new business systems.



Summary of Contractual Obligations



The following table summarizes our contractual debt and operating lease obligations as of April 26, 2003:



|                              |  | Payments Due (in thousands)
|----------------------------- |  | ---------------------------
|                              |  | Total                      
|Debt obligations              |  | $                          
|Operating lease obligations   |  |                            
|                              |  |                            
|Total contractual obligations |  | $                          
|                              |  |                            



22



---

Fluctuations in Quarterly Results of Operations



Our business is subject to seasonal influences. Our historical revenues and profitability have been dramatically higher in
the first two quarters of our fiscal year, primarily due to increased shipments to customers coinciding with the start of each school year. Quarterly results also may be materially affected by the timing of acquisitions, the timing and magnitude of
costs related to such acquisitions, variations in our costs for the products sold, the mix of products sold and general economic conditions. Moreover, the operating margins of companies we acquire may differ substantially from our own, which could
contribute to further fluctuation in quarterly operating results. Therefore, results for any quarter are not indicative of the results that we may achieve for any subsequent fiscal quarter or for a full fiscal year.



The following table sets forth certain unaudited consolidated quarterly
financial data for fiscal years 2003 and 2002. We derived this quarterly data from our unaudited consolidated financial statements.



|                        |  | Fiscal 2003
|----------------------- |  | -----------
|                        |  | First      
|Revenues                |  | $          
|Gross profit            |  |            
|Operating income (loss) |  |            
|Net income (loss)       |  |            
|                        |  |            
|Per share amounts:      |  |            
|Basic                   |  | $          
|Diluted                 |  | $          



|                        |  | Fiscal 2002
|----------------------- |  | -----------
|                        |  | First      
|Revenues                |  | $          
|Gross profit            |  |            
|Operating income (loss) |  |            
|Net income (loss)       |  |            
|                        |  |            
|Per share amounts:      |  |            
|Basic                   |  | $          
|Diluted                 |  | $          



Inflation



Inflation has had and is expected to have only a minor effect on our results
of operations and our internal and external sources of liquidity.



Critical
Accounting Policies



We believe the policies identified
below are critical to our business and the understanding of our results of operations. The impact and any associated risks related to these policies on our business are discussed throughout MD&A where applicable. Refer to the notes to our
consolidated financial statements in Item 8 for detailed discussion on the application of these and other accounting policies. The preparation of the consolidated financial statements requires management to make estimates and



23



---

assumptions that affect the reported amounts of assets and liabilities and the 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. We evaluate our estimates on an ongoing basis and base them on a combination of historical experience and various
other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Our critical accounting policies that require significant judgments and estimates used in the preparation of our
consolidated financial statements are as follows:



Revenue Recognition



Revenue is recognized
upon the shipment of products or upon the completion of services provided to customers, which corresponds to the time when risk of ownership transfers.



Catalog Costs and Related Amortization



We accumulate all direct costs incurred, net of vendor cooperative advertising payments, in the development, production and
circulation of our catalogs on our balance sheet until such time as the related catalog is mailed. They are subsequently amortized into SG&A over the expected sales realization cycle, which is one year or less. Our initial estimation of the
expected sales realization cycle for a particular catalog is based on, among other possible considerations, our historical sales experience with identical or similar catalogs and our assessment of prevailing economic conditions and various
competitive factors. We track our subsequent sales realization, reassess the marketplace, and compare our findings to our previous estimate and adjust our prospective amortization, if necessary.



Vendor Rebates



We receive rebates from our vendors which are generally a percentage of
volume purchased. Amounts expected to be received from vendors relating to the purchase of inventories are recognized as a reduction of cost of goods sold over the estimated inventory sale cycle.



Goodwill and Intangible Assets



At April 26, 2003, goodwill and intangible assets represented approximately
64% of our total assets. The recoverability of these assets requires considerable judgment and is evaluated on an annual basis or more frequently if events or circumstances indicate that the assets may be impaired. As it relates to goodwill and
indefinite life intangible assets, we apply the impairment rules in accordance with SFAS No. 142. As required by SFAS No. 142, the recoverability of these assets is subject to a fair value assessment which includes several significant judgments
regarding financial projections and comparable market values. As it relates to definite life intangible assets, we apply the impairment rules as required by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
which also requires significant judgment and assumptions related to the expected future cash flows attributable to the intangible asset. The impact of modifying any of these assumptions can have a significant impact on the estimate of fair value
and, thus, the recoverability of the asset.



Item 7A. Quantitative and
Qualitative Disclosure About Market Risk



Our
financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and debt. Market risks relating to our operations result primarily from changes in interest rates. Our borrowings under our credit
facility and our discount expense related to our accounts receivable securitization are primarily dependent upon LIBOR rates. Assuming no change in our financial structure, if variable interest rates were to average 100 basis points higher during
fiscal 2003, pre-tax earnings would decrease by approximately $1.9 million. This amount was determined by considering a hypothetical 100



24



---

basis point increase in interest rates on average variable-rate debt outstanding and the average advanced under the
receivable securitization during fiscal 2003. The estimated fair value of long-term debt approximated its carrying value at April 26, 2003, with the exception of our convertible debt which at April 26, 2003 had a carrying value of $149.5 million and
a fair market value of $142.2 million.



To manage interest rate
risk on the variable rate borrowings under our credit facility, we have historically entered into interest rate swap agreements. These interest rate swap agreements had the effect of locking in, for a specified period, the base interest rate we paid
on a notional principal amount established in the swaps. As a result, while these hedging arrangements were structured to reduce our exposure to interest rate increases, it also limits the benefit we might otherwise have received from any interest
rate decreases. The swaps were typically cash settled monthly, with interest expense adjusted for amounts paid or received. The swap agreements had the effect of increasing interest expense by approximately $0.9 million in fiscal 2002 and decreasing
interest expense by approximately $0.5 million in fiscal 2001. No swap agreements were in place during fiscal 2003. We do not hold or issue derivative financial instruments for trading purposes.



25



---

Item 8. Financial Statements and Supplementary Data



INDEPENDENT AUDITORS REPORT



To the Board of Directors and Shareholders of

School Specialty, Inc.:



We have audited the accompanying consolidated balance sheets of School Specialty, Inc., and subsidiaries (the Company) as of April 26, 2003 and April 27,
2002, and the related consolidated statements of operations, shareholders equity, and cash flows for each of the three years in the period ended April 26, 2003. Our audits also included the financial statement schedule listed in the Index at
Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on
our audits.



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



In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of School Specialty, Inc. and subsidiaries as of April 26, 2003 and April 27, 2002, and the
results of their operations and their cash flows for each of the three years in the period ended April 26, 2003, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial
statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.



As described in Note 3 to the consolidated financial statements, on April 29, 2001, the
Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.



DELOITTE & TOUCHE LLP



Milwaukee, Wisconsin

May 30, 2003



26



---

FINANCIAL STATEMENTS



SCHOOL SPECIALTY, INC.



CONSOLIDATED BALANCE SHEETS

(In
Thousands, Except Share Data)



|                                                                                                                                                  |  | April 26, 2003 |         | April 27, 2002
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | --------------
|ASSETS                                                                                                                                            |  |                |         |               
|Current assets:                                                                                                                                   |  |                |         |               
|Cash and cash equivalents                                                                                                                         |  | $              | 2,389   |               
|Accounts receivable, less allowance for doubtful accounts of $3,796 and $2,719, respectively                                                      |  |                | 48,533  |               
|Inventories                                                                                                                                       |  |                | 109,419 |               
|Deferred catalog costs                                                                                                                            |  |                | 17,445  |               
|Prepaid expenses and other current assets                                                                                                         |  |                | 8,891   |               
|Assets held for sale                                                                                                                              |  |                | 1,100   |               
|Deferred taxes                                                                                                                                    |  |                | 4,324   |               
|                                                                                                                                                  |  |                |         |               
|Total current assets                                                                                                                              |  |                | 192,101 |               
|Property, plant and equipment, net                                                                                                                |  |                | 63,969  |               
|Goodwill                                                                                                                                          |  |                | 430,672 |               
|Intangible assets, net                                                                                                                            |  |                | 43,640  |               
|Other                                                                                                                                             |  |                | 5,953   |               
|                                                                                                                                                  |  |                |         |               
|Total assets                                                                                                                                      |  | $              | 736,335 |               
|                                                                                                                                                  |  |                |         |               
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                              |  |                |         |               
|Current liabilities:                                                                                                                              |  |                |         |               
|Current maturitieslong-term debt                                                                                                                 |  | $              | 512     |               
|Accounts payable                                                                                                                                  |  |                | 57,355  |               
|Accrued compensation                                                                                                                              |  |                | 15,117  |               
|Deferred revenue                                                                                                                                  |  |                | 6,735   |               
|Accrued restructuring                                                                                                                             |  |                | 457     |               
|Other accrued liabilities                                                                                                                         |  |                | 13,316  |               
|                                                                                                                                                  |  |                |         |               
|Total current liabilities                                                                                                                         |  |                | 93,492  |               
|                                                                                                                                                  |  |                |         |               
|Long-term debt                                                                                                                                    |  |                | 292,844 |               
|Deferred taxes                                                                                                                                    |  |                | 28,546  |               
|                                                                                                                                                  |  |                |         |               
|Total liabilities                                                                                                                                 |  |                | 414,882 |               
|                                                                                                                                                  |  |                |         |               
|Shareholders equity:                                                                                                                             |  |                |         |               
|Preferred stock, $0.001 par value per share, 1,000,000 shares authorized; none outstanding                                                        |  |                |        |               
|Common Stock, $0.001 par value per share, 150,000,000 shares authorized and 18,435,066 and 18,046,315 shares issued and
outstanding, respectively |  |                | 18      |               
|Capital paid-in excess of par value                                                                                                               |  |                | 215,992 |               
|Accumulated other comprehensive income                                                                                                            |  |                | 3,149   |               
|Retained earnings                                                                                                                                 |  |                | 102,294 |               
|                                                                                                                                                  |  |                |         |               
|Total shareholders equity                                                                                                                        |  |                | 321,453 |               
|                                                                                                                                                  |  |                |         |               
|Total liabilities and shareholders equity                                                                                                        |  | $              | 736,335 |               
|                                                                                                                                                  |  |                |         |               



See accompanying notes
to consolidated financial statements.



27



---

SCHOOL SPECIALTY, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)



|                                             |  | For the Fiscal Year Ended |        
|-------------------------------------------- |  | ------------------------- | -------
|                                             |  | April 26,2003             |        
|Revenues                                     |  | $                         | 870,030
|Cost of revenues                             |  |                           | 512,167
|                                             |  |                           |        
|Gross profit                                 |  |                           | 357,863
|Selling, general and administrative expenses |  |                           | 271,916
|Restructuring costs                          |  |                           |       
|                                             |  |                           |        
|Operating income                             |  |                           | 85,947 
|Other (income) expense:                      |  |                           |        
|Interest expense                             |  |                           | 18,043 
|Interest income                              |  |                           | (42    
|Other                                        |  |                           | 1,909  
|                                             |  |                           |        
|Income before provision for income taxes     |  |                           | 66,037 
|Provision for income taxes                   |  |                           | 26,447 
|                                             |  |                           |        
|Net income                                   |  | $                         | 39,590 
|                                             |  |                           |        
|Weighted average shares outstanding:         |  |                           |        
|Basic                                        |  |                           | 18,324 
|Diluted                                      |  |                           | 23,378 
|                                             |  |                           |        
|Net income per share:                        |  |                           |        
|Basic                                        |  | $                         | 2.16   
|Diluted                                      |  | $                         | 1.94   



See accompanying notes
to consolidated financial statements.



28



---

SCHOOL SPECIALTY, INC.



CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(In Thousands)



|                                                                                                           |  | CommonStock |   |  |         |    | Capital Paid- in Excess ofPar Value |   |         | Accumulated OtherComprehensiveIncome (Loss) |  |   | RetainedEarnings |   | Total ShareholdersEquity |   |         | TotalComprehensiveIncome (Loss) |  
|---------------------------------------------------------------------------------------------------------- |  | ----------- | - |  | ------- | -- | ----------------------------------- | - | ------- | ------------------------------------------- |  | - | ---------------- | - | ------------------------- | - | ------- | ------------------------------- | -
|                                                                                                           |  | Shares      |   |  | Dollars |    |                                     |   |         |                                            
|Balance at April 29, 2000                                                                                  |  | 17,465      |   |  | $       | 17 |                                     | $ | 196,012 |                                             |  | $ | (30              | ) |                           | $ | 28,994  |                                 | $
|Issuance of common stock in conjunction with stock option exercises                                        |  | 133         |   |  |         | 1  |                                     |   | 2,113   |                                             |  |   |                 |   |                           |   |        |                                 |  
|Tax benefit on option exercises                                                                            |  |            |   |  |         |   |                                     |   | 262     |                                             |  |   |                 |   |                           |   |        |                                 |  
|Retirement of common stock                                                                                 |  | (11         | ) |  |         |   |                                     |   | (268    | )                                           |  |   |                 |   |                           |   |        |                                 |  
|Foreign currency translation adjustment                                                                    |  |            |   |  |         |   |                                     |   |        |                                             |  |   | 30               |   |                           |   |        |                                 |  
|Unrealized gain on available-for-sale securities, net of tax                                               |  |            |   |  |         |   |                                     |   |        |                                             |  |   | 190              |   |                           |   |        |                                 |  
|Net income                                                                                                 |  |            |   |  |         |   |                                     |   |        |                                             |  |   |                 |   |                           |   | 11,931  |                                 |  
|                                                                                                           |  |             |   |  |         |    |                                     |   |         |                                             |  |   |                  |   |                           |   |         |                                 |  
|Total comprehensive income                                                                                 |  |             |   |  |         |    |                                     |   |         |                                             |  |   |                  |   |                           |   |         |                                 |  
|                                                                                                           |  |             |   |  |         |    |                                     |   |         |                                             |  |   |                  |   |                           |   |         |                                 |  
|Balance at April 28, 2001                                                                                  |  | 17,587      |   |  |         | 18 |                                     |   | 198,119 |                                             |  |   | 190              |   |                           |   | 40,925  |                                 |  
|Issuance of common stock in conjunction with stock option exercises                                        |  | 339         |   |  |         |   |                                     |   | 5,869   |                                             |  |   |                 |   |                           |   |        |                                 |  
|Tax benefit on option exercises                                                                            |  |            |   |  |         |   |                                     |   | 1,365   |                                             |  |   |                 |   |                           |   |        |                                 |  
|Issuance of common stock in conjunction with acquisition                                                   |  | 120         |   |  |         |   |                                     |   | 2,700   |                                             |  |   |                 |   |                           |   |        |                                 |  
|Foreign currency translation adjustment                                                                    |  |            |   |  |         |   |                                     |   |        |                                             |  |   | 395              |   |                           |   |        |                                 |  
|Reclassification adjustment for losses on available-for-sale securities included in net income, net of tax |  |            |   |  |         |   |                                     |   |        |                                             |  |   | (190             | ) |                           |   |        |                                 |  
|Net income                                                                                                 |  |            |   |  |         |   |                                     |   |        |                                             |  |   |                 |   |                           |   | 21,779  |                                 |  
|                                                                                                           |  |             |   |  |         |    |                                     |   |         |                                             |  |   |                  |   |                           |   |         |                                 |  
|Total comprehensive income                                                                                 |  |             |   |  |         |    |                                     |   |         |                                             |  |   |                  |   |                           |   |         |                                 |  
|                                                                                                           |  |             |   |  |         |    |                                     |   |         |                                             |  |   |                  |   |                           |   |         |                                 |  
|Balance at April 27, 2002                                                                                  |  | 18,046      |   |  |         | 18 |                                     |   | 208,053 |                                             |  |   | 395              |   |                           |   | 62,704  |                                 |  
|Issuance of common stock in conjunction with stock option exercises                                        |  | 389         |   |  |         |   |                                     |   | 6,445   |                                             |  |   |                 |   |                           |   |        |                                 |  
|Tax benefit on option exercises                                                                            |  |            |   |  |         |   |                                     |   | 1,494   |                                             |  |   |                 |   |                           |   |        |                                 |  
|Foreign currency translation adjustment                                                                    |  |            |   |  |         |   |                                     |   |        |                                             |  |   | 2,754            |   |                           |   |        |                                 |  
|Net income                                                                                                 |  |            |   |  |         |   |                                     |   |        |                                             |  |   |                 |   |                           |   | 39,590  |                                 |  
|                                                                                                           |  |             |   |  |         |    |                                     |   |         |                                             |  |   |                  |   |                           |   |         |                                 |  
|Total comprehensive income                                                                                 |  |             |   |  |         |    |                                     |   |         |                                             |  |   |                  |   |                           |   |         |                                 |  
|                                                                                                           |  |             |   |  |         |    |                                     |   |         |                                             |  |   |                  |   |                           |   |         |                                 |  
|Balance at April 26, 2003                                                                                  |  | 18,435      |   |  | $       | 18 |                                     | $ | 215,992 |                                             |  | $ | 3,149            |   |                           | $ | 102,294 |                                 | $
|                                                                                                           |  |             |   |  |         |    |                                     |   |         |                                             |  |   |                  |   |                           |   |         |                                 |  



See accompanying notes
to consolidated financial statements.



29



---

SCHOOL SPECIALTY, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)



|                                                                                                                                                             |  | For the Fiscal Year Ended |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------- | --------
|                                                                                                                                                             |  | April 26,2003             |         
|Cash flows from operating activities:                                                                                                                        |  |                           |         
|Net income                                                                                                                                                   |  | $                         | 39,590  
|Adjustments to reconcile net income to net cash provided by operating activities:                                                                            |  |                           |         
|Depreciation and amortization expense                                                                                                                        |  |                           | 15,521  
|Amortization of debt fees and other                                                                                                                          |  |                           | 3,027   
|Deferred taxes                                                                                                                                               |  |                           | 8,222   
|Restructuring costs, net of payments                                                                                                                         |  |                           | (356    
|Loss (gain) on disposal of property, equipment and other                                                                                                     |  |                           | 1,122   
|Net (repayment) borrowings under receivable securitization facility                                                                                          |  |                           | (4,000  
|Loss on sale of available-for-sale securities                                                                                                                |  |                           |        
|Loss on impairment of investment                                                                                                                             |  |                           |        
|Changes in current assets and liabilities (net of assets acquired and liabilities assumed in business
combinations accounted for under the purchase method): |  |                           |         
|Accounts receivable                                                                                                                                          |  |                           | 2,101   
|Inventories                                                                                                                                                  |  |                           | 2,260   
|Prepaid expenses and other current assets                                                                                                                    |  |                           | 3,477   
|Accounts payable                                                                                                                                             |  |                           | 2,845   
|Accrued liabilities                                                                                                                                          |  |                           | (11,783 
|                                                                                                                                                             |  |                           |         
|Net cash provided by operating activities                                                                                                                    |  |                           | 62,026  
|                                                                                                                                                             |  |                           |         
|Cash flows from investing activities:                                                                                                                        |  |                           |         
|Cash paid in acquisitions, net of cash acquired                                                                                                              |  |                           | (55,843 
|Additions to property, plant and equipment                                                                                                                   |  |                           | (11,305 
|Proceeds from business dispositions, net of cash disposed                                                                                                    |  |                           |        
|Proceeds from disposal of property and equipment                                                                                                             |  |                           | 655     
|Proceeds from sale of available-for-sale securities                                                                                                          |  |                           |        
|Proceeds from note receivable                                                                                                                                |  |                           |        
|Investment in long-term assets                                                                                                                               |  |                           |        
|                                                                                                                                                             |  |                           |         
|Net cash used in investing activities                                                                                                                        |  |                           | (66,493 
|                                                                                                                                                             |  |                           |         
|Cash flows from financing activities:                                                                                                                        |  |                           |         
|Proceeds from borrowings                                                                                                                                     |  |                           | 247,200 
|Repayment of debt and capital leases                                                                                                                         |  |                           | (251,339
|Proceeds from convertible debt offering                                                                                                                      |  |                           |        
|Payment of debt fees and other                                                                                                                               |  |                           | (1,573  
|Proceeds from exercise of stock options                                                                                                                      |  |                           | 6,445   
|Repurchase of common stock                                                                                                                                   |  |                           |        
|                                                                                                                                                             |  |                           |         
|Net cash provided by financing activities                                                                                                                    |  |                           | 733     
|                                                                                                                                                             |  |                           |         
|Net (decrease) increase in cash and cash equivalents                                                                                                         |  |                           | (3,734  
|Cash and cash equivalents at beginning of period                                                                                                             |  |                           | 6,123   
|                                                                                                                                                             |  |                           |         
|Cash and cash equivalents at end of period                                                                                                                   |  | $                         | 2,389   
|                                                                                                                                                             |  |                           |         
|Non-cash investing activities:                                                                                                                               |  |                           |         
|Common stock received for net assets sold in business disposition                                                                                            |  | $                         |        
|                                                                                                                                                             |  |                           |         
|Supplemental disclosures of cash flow information:                                                                                                           |  |                           |         
|Interest paid                                                                                                                                                |  | $                         | 16,382  
|Income taxes paid                                                                                                                                            |  | $                         | 16,438  



30



---

SCHOOL SPECIALTY, INC.



CONSOLIDATED STATEMENT OF CASH FLOWS(Continued)

(In Thousands)



The Company issued common stock and/or cash in connection with certain business combinations accounted for under the purchase method in the fiscal years ended April 26, 2003, April 27, 2002, and April 28, 2001. The
fair values of the assets and liabilities of the acquired companies are presented as follows:



|                                               |  | For the Fiscal Year Ended |        
|---------------------------------------------- |  | ------------------------- | -------
|                                               |  | April 262003              |        
|Accounts receivable                            |  | $                         | 12,324 
|Inventories                                    |  |                           | 13,558 
|Current deferred tax assets                    |  |                           | 286    
|Prepaid expenses and other assets              |  |                           | 3,011  
|Property, plant and equipment                  |  |                           | 1,088  
|Goodwill                                       |  |                           | 36,550 
|Intangible assets                              |  |                           | 11,040 
|Short-term debt and capital lease obligations  |  |                           | (1,115 
|Accounts payable                               |  |                           | (7,413 
|Accrued liabilities                            |  |                           | (6,880 
|Long-term debt and capital lease obligations   |  |                           | (10,334
|Long-term deferred tax liabilities             |  |                           | (488   
|                                               |  |                           |        
|Net assets acquired                            |  | $                         | 51,627 
|                                               |  |                           |        
|The acquisitions were funded as follows:       |  |                           |        
|Cash paid, net of cash acquired (1)            |  | $                         | 51,627 
|Note and other payable to selling shareholders |  |                           |       
|Common stock                                   |  |                           |       
|                                               |  |                           |        
|Total                                          |  | $                         | 51,627 
|                                               |  |                           |        

---

|(1) |  | Fiscal 2003 cash paid in acquisitions, net of cash acquired, as reported within cash flows from investing activities includes the payment of $4,112 for a fiscal 2002 note and other
payable to selling shareholders and purchase price adjustments of $104 related to immaterial acquisitions. Fiscal 2002 cash paid in acquisitions, net of cash acquired, as reported within cash flows from investing activities, includes the payment of
$3,000 for a fiscal 2001 payable to selling shareholders.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See accompanying notes to consolidated financial statements.



31



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



NOTE 1ORGANIZATION AND BASIS OF PRESENTATION



School Specialty, Inc. (the Company), is a Wisconsin corporation. The Company reincorporated from Delaware to Wisconsin effective August 29, 2000. The Company is primarily a direct marketer of supplemental
educational products to schools and teachers for pre-kindergarten through twelfth grade.



The accompanying consolidated financial statements and related notes to consolidated financial statements include the accounts of School Specialty, Inc., its subsidiaries and the companies acquired in business
combinations from their respective dates of acquisition. All significant inter-company accounts and transactions have been eliminated.



NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the 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.



Definition of Fiscal Year



The Companys
fiscal year ends on the last Saturday in April in each year. As used in these consolidated financial statements and related notes to consolidated financial statements, fiscal 2003, fiscal 2002, and fiscal 2001
refer to the Companys fiscal years ended April 26, 2003, April 27, 2002, and April 28, 2001, respectively. All fiscal years reported represent 52 weeks.



Cash and Cash Equivalents



The Company considers cash investments with original maturities of three months or less from the date of purchase to be cash equivalents.



Inventories



Inventories, which consist primarily of products held for sale, are stated at the lower of cost or market, with cost
generally determined on a weighted-average basis.



Property, Plant and
Equipment



Property, plant and equipment are stated at
cost. Additions and improvements are capitalized, whereas, maintenance and repairs are expensed as incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the respective
assets. The estimated useful lives range from twenty-five to forty years for buildings and its components and three to fifteen years for furniture, fixtures and equipment. Property and equipment leased under capital leases is being amortized over
the lesser of its useful life or its lease term. As required by Statement of Financial Accounting Standards (SFAS) No. 144 Accounting for the Impairment or Disposal of Long-Lived



32



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SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



Assets, the Company reviews property, plant and equipment for impairment if events or circumstances indicate an asset might be impaired.



Goodwill and Other Intangible Assets



Goodwill represents the excess of cost over the fair value of net assets
acquired in business combinations accounted for under the purchase method. The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets at the beginning of fiscal 2002. As a result of this adoption, goodwill is no longer
subject to amortization but rather must be tested for impairment annually or more frequently if events or circumstances indicate goodwill might be impaired. Prior to fiscal 2002, goodwill was amortized using the straight-line method over fifteen to
forty years. Other amortizable intangible assets include customer relationships, non-compete agreements and order backlog and are being amortized over their estimated useful lives ranging from one to fifteen years. Certain other intangible assets
are estimated to have indefinite lives and are not subject to amortization.



Investments



The Company held a preferred
stock investment in a company which had been accounted for under the cost method. Under this method, the Companys investment was stated at cost and was periodically evaluated for impairment. As a result of this evaluation, the Company
wrote-off the investment due to the deteriorating financial condition of the company, reporting an impairment charge of $1,657 during fiscal 2002, which is included in other expense in the consolidated statements of operations.



The Company had an investment in the common stock of Riverdeep Group plc,
which was classified and accounted for as an available-for-sale security under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Unrealized holding gains, net of tax, related to this investment were reported
as other comprehensive income, a component of shareholders equity. During fiscal 2002, the investment was sold, resulting in a realized pre-tax loss of $329.



Fair Value of Financial Instruments



The carrying amounts of the Companys financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and accrued
liabilities approximate fair value. The estimated fair value of long-term debt approximated its carrying value at April 26, 2003, with the exception of the Companys convertible debt, which at April 26, 2003 had a carrying value of $149,500 and
a fair market value of $142,212.



Income Taxes



Income taxes have been computed utilizing the asset and liability approach
which requires the recognition of deferred tax assets and liabilities for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying
amounts and the tax basis of existing assets and liabilities.



33



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SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



Revenue Recognition



Revenue is recognized upon the shipment of products or upon the completion of services provided to customers, which corresponds to the time when risk
of ownership transfers.



Concentration of Credit Risks



The Company grants credit to customers in the ordinary
course of business. The majority of the Companys customers are schools. Concentration of credit risk with respect to trade receivables is limited due to the significant number of customers and their geographic dispersion. During fiscal 2003,
2002 and 2001, no customer represented more than 10% of revenues or accounts receivable.



Vendor Rebates



Vendor
rebates relating to product purchases are recognized as a reduction in cost of revenues over the estimated period the related product is sold.



Deferred Catalog Costs



Deferred catalog costs represent costs which have been paid to produce Company catalogs, net of vendor cooperative advertising payments, which will be
used in and benefit future periods. Deferred catalog costs are amortized in amounts proportionate to expected revenues over the life of the catalog, which is one year or less. Amortization expense related to deferred catalog costs is included in the
consolidated statement of operations as a component of selling, general and administrative expenses. Such amortization expense for fiscal years 2003, 2002 and 2001, was $28,686, $28,658 and $22,905, respectively.



Shipping and Handling Costs



The Company accounts for shipping and handling costs as a cost of revenues
for shipments made directly from vendors to customers. For shipments made from the Companys warehouses, the Company accounts for shipping and handling costs as a selling, general and administrative expense. The amount of shipping and handling
costs in selling, general and administrative expenses for fiscal years 2003, 2002 and 2001 was $35,958, $29,909 and $28,561, respectively.



Foreign Currency Translation



The financial statements of foreign subsidiaries have been translated into U.S. dollars in accordance with SFAS No. 52, Foreign Currency
Translation. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Amounts in the statement of operations have been translated using the average exchange rate for the year. Resulting
translation adjustments are included in foreign currency translation adjustment, a component of other comprehensive income.



Stock-Based Compensation



The Company accounts for its employee stock option plans under the recognition and measurement principles of Accounting Principles Board (APB)
Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. Under APB Opinion No. 25, no stock-based compensation is reflected in net income, as all options granted under the plans had an exercise price equal
to the market value of the



34



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



underlying common stock on the date of grant and the related number of shares granted is fixed at that point in time.



Recent Accounting Pronouncements



In June 2002, the Financial Accounting Standards Board (FASB)
issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which supercedes Emerging Issues Task Force (EITF) No. 94-3, Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 addresses the accounting and reporting for one-time employee termination benefits, certain contract termination costs and other costs
associated with exit or disposal activities. SFAS No. 146 is effective for exit or disposal activities initiated after December 31, 2002. The Company adopted the provisions of SFAS No. 146 during fiscal 2003 with no material impact on the
Companys financial position, results of operations or cash flows.



In November 2002, the FASB issued EITF No. 02-16, Accounting by a Reseller for Cash Consideration Received from a Vendor. EITF No. 02-16 addresses the accounting issues pertaining to cash consideration received by a reseller
from a vendor. EITF No. 02-16 must be applied in financial statements for periods beginning after December 15, 2002. The Company adopted the provisions of EITF No. 02-16 during fiscal 2003 with no material impact on the Companys financial
position, results of operations or cash flows.



In November
2002, the FASB issued Financial Interpretation No. (FIN) 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 clarifies and elaborates on
the requirement for entities to recognize a liability and provide disclosures relating to the fair value of the obligation undertaken in a guarantee. The initial recognition and measurement provisions apply on a prospective basis to guarantees
issued or modified after December 31, 2002. The Company adopted the provisions of FIN 45 during fiscal 2003 with no material impact on the Companys financial position, results of operations or cash flows.



In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based CompensationTransition and Disclosure. This statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for an entity that voluntarily changes to the fair
value based method of accounting and records compensation expense for all stock-based employee compensation. It also amends the disclosure provisions of that statement to require prominent disclosure about the effects on reported net income of an
entitys accounting policy decisions with respect to stock-based employee compensation. Finally, this statement amends APB Opinion No. 28, Interim Financial Reporting, to require disclosure about those effects in interim financial
statements. The amendment of the transition and annual disclosure requirements of SFAS No. 123 are effective for fiscal years ending after December 15, 2002. The amendment of the disclosure requirements of APB Opinion No. 28 is effective for
financial reports containing condensed consolidated financial statements for interim periods beginning after December 15, 2002. Since the Company has not elected to change to the fair value based method of accounting, the transition provisions of
SFAS No. 148 have no impact on the Companys financial position, results of operations or cash flows.



35



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SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities. FIN
46 requires companies with variable interests in variable interest entities to evaluate whether they must consolidate these entities subject to the provisions included in FIN 46. The consolidation requirements of FIN 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements apply to entities created prior to January 31, 2003 in the first fiscal year or interim period beginning after June 15, 2003. The Company early adopted the provisions
of FIN 46 during fiscal 2003 by evaluating the impact of FIN 46 as it related to the Companys accounts receivable securitization. The Company concluded that the adoption of FIN 46 would have no material impact on the Companys financial
position, results of operations or cash flows.



In May 2003,
the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15,
2003. The Company is currently evaluating the impact of this statement.



Reclassifications



Certain amounts previously
reported have been reclassified to conform with the current year presentation.



NOTE 3GOODWILL AND OTHER INTANGIBLE ASSETS



Effective at the beginning of fiscal 2002, the Company adopted SFAS No. 142, which resulted in goodwill no longer being subject to amortization, but rather an annual impairment test. The following information presents what reported net
income, basic earnings per share (basic EPS) and diluted earnings per share (diluted EPS) would have been had SFAS No. 142 been adopted at the beginning of fiscal 2001:



|                                            |  | Fiscal2003 |        | Fiscal2002 |   | Fiscal2001
|------------------------------------------- |  | ---------- | ------ | ---------- | - | ----------
|Reported net income                         |  | $          | 39,590 |            | $ | 21,779    
|Add back: Goodwill amortization, net of tax |  |            |       |            |   |          
|                                            |  |            |        |            |   |           
|Adjusted net income                         |  | $          | 39,590 |            | $ | 21,779    
|                                            |  |            |        |            |   |           
|Basic EPS:                                  |  |            |        |            |   |           
|Reported basic EPS                          |  | $          | 2.16   |            | $ | 1.22      
|Goodwill amortization                       |  |            |       |            |   |          
|                                            |  |            |        |            |   |           
|Adjusted basic EPS                          |  | $          | 2.16   |            | $ | 1.22      
|                                            |  |            |        |            |   |           
|Diluted EPS:                                |  |            |        |            |   |           
|Reported diluted EPS                        |  | $          | 1.94   |            | $ | 1.17      
|Goodwill amortization                       |  |            |       |            |   |          
|                                            |  |            |        |            |   |           
|Adjusted diluted EPS                        |  | $          | 1.94   |            | $ | 1.17      
|                                            |  |            |        |            |   |           



36



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



The following table presents details of the Companys intangible assets, excluding goodwill:



|April 26, 2003                          |  | GrossValue |        | AccumulatedAmortization |   |        | Net Book Value
|--------------------------------------- |  | ---------- | ------ | ----------------------- | - | ------ | --------------
|Amortizable intangible assets:          |  |            |        |                         |   |        |               
|Customer relationships                  |  | $          | 25,550 |                         | $ | (1,951 | )             
|Non-compete agreements                  |  |            | 5,916  |                         |   | (1,408 | )             
|Order backlog and other                 |  |            | 759    |                         |   | (238   | )             
|                                        |  |            |        |                         |   |        |               
|Total amortizable intangible assets     |  |            | 32,225 |                         |   | (3,597 | )             
|Non-amortizable intangible assets:      |  |            |        |                         |   |        |               
|Perpetual license agreement             |  |            | 12,700 |                         |   |       |               
|Tradenames and trademarks               |  |            | 2,312  |                         |   |       |               
|                                        |  |            |        |                         |   |        |               
|Total non-amortizable intangible assets |  |            | 15,012 |                         |   |       |               
|                                        |  |            |        |                         |   |        |               
|Total intangible assets                 |  | $          | 47,237 |                         | $ | (3,597 | )             
|                                        |  |            |        |                         |   |        |               
|                                        |  |            |       
|April 27, 2002                          |  | GrossValue |        | AccumulatedAmortization |   |        | Net BookValue 
|Amortizable intangible assets:          |  |            |        |                         |   |        |               
|Customer relationships                  |  | $          | 19,384 |                         | $ | (420   | )             
|Non-compete agreements                  |  |            | 3,221  |                         |   | (793   | )             
|Order backlog and other                 |  |            | 1,452  |                         |   | (464   | )             
|                                        |  |            |        |                         |   |        |               
|Total amortizable intangible assets     |  |            | 24,057 |                         |   | (1,677 | )             
|Non-amortizable intangible assets:      |  |            |        |                         |   |        |               
|Perpetual license agreement             |  |            | 12,700 |                         |   |       |               
|Trademarks                              |  |            | 377    |                         |   |       |               
|                                        |  |            |        |                         |   |        |               
|Total non-amortizable intangible assets |  |            | 13,077 |                         |   |       |               
|                                        |  |            |        |                         |   |        |               
|Total intangible assets                 |  | $          | 37,134 |                         | $ | (1,677 | )             
|                                        |  |            |        |                         |   |        |               



Intangible
amortization expense included in selling, general and administrative expenses for fiscal years 2003, 2002 and 2001 was $2,900, $1,131 and $1,518, respectively.



Estimated intangible amortization expense for each of the five succeeding fiscal years is estimated to be:



|2004 |  | 2,520
|---- |  | -----
|2005 |  | 2,429
|2006 |  | 2,411
|2007 |  | 2,308
|2008 |  | 2,292



The following
information presents changes to net goodwill during the period beginning April 29, 2001 through April 26, 2003:



|Segment     |  | Balance atApril 28, 2001 |         | Fiscal 2002Acquisitions |   | Adjustments |  | Balance atApril 27, 2002 |       | Fiscal 2003Acquisitions |   | Adjustments |  |   | Balance atApril 26, 2003
|----------- |  | ------------------------ | ------- | ----------------------- | - | ----------- |  | ------------------------ | ----- | ----------------------- | - | ----------- |  | - | ------------------------
|Traditional |  | $                        | 153,573 |                         | $ | 747         |  | $                        | 5,596 |                         | $ | 159,916     |  | $ | 4,930                   
|Specialty   |  |                          | 96,208  |                         |   | 134,032     |  |                          | 790   |                         |   | 231,030     |  |   | 31,620                  
|            |  |                          |         |                         |   |             |  |                          |       |                         |   |             |  |   |                         
|Total       |  | $                        | 249,781 |                         | $ | 134,779     |  | $                        | 6,386 |                         | $ | 390,946     |  | $ | 36,550                  
|            |  |                          |         |                         |   |             |  |                          |       |                         |   |             |  |   |                         



37



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SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



The adjustments during fiscal 2002 in the Traditional segment represent the reclassification of the
net book value of previously recorded intangible assets to goodwill upon adoption of SFAS No. 142 of $2,381. The balance of the adjustments within the Traditional segment represent the final allocation of purchase price associated with the fiscal
2001 acquisition of J.L. Hammett. The Specialty segment adjustments during fiscal 2002 represent additional cash consideration paid to the former owners of Global Video of $210 and final purchase accounting adjustments of $170. The balance of the
fiscal 2002 adjustments represent foreign currency translation. The Specialty segment adjustments during fiscal 2003 of $3,190 are primarily associated with Premier Agendas. Specifically, $447 is for exit costs, consisting of employee termination
and facility closure costs related to the closure of regional sales offices, which was substantially completed during fiscal 2003. Additional adjustments of $2,611 are primarily from foreign currency translation. In addition to the Premier Agenda
adjustments, $132 in adjustments relate to the Premier Science acquisition, with $100 in adjustments representing additional purchase price related to an earn-out provision, which was paid in fiscal 2003, and $32 of final purchase accounting
adjustments.



NOTE 4BUSINESS COMBINATIONS



Fiscal 2003



On August 14, 2002 the Company acquired ABC School Supply and related affiliates (ABC) for an aggregate purchase
price, net of cash acquired, of $30,224, which was funded in cash through borrowings under the Companys credit facility. As part of the acquisition, the Company also assumed $11,449 of debt. ABC, a producer and marketer of pre-K through eighth
grade educational products, is headquartered in Duluth, Georgia. The acquisition has created synergies with our early childhood and national accounts customer base. The preliminary purchase price allocation, which is subject to change, resulted in
goodwill of $30,994, which is not deductible for tax purposes. The results of this acquisition and the related goodwill have been included in both the Traditional and Specialty segment results since the date of acquisition.



During fiscal 2003, the Company closed ABCs manufacturing facility in
Lineville, Alabama, closed ABCs distribution center in Duluth, Georgia, and consolidated various administrative functions with its Childcraft division and Traditional segment. In accordance with this plan, the Company recorded $949 in
liabilities for severance and termination costs to cover approximately 150 terminated employees and $1,519 in liabilities for facility closure and consolidation costs. The Company continues to evaluate additional integration opportunities, which are
expected to require additional purchase accounting adjustments and liabilities.



The Company engaged a third-party to perform a valuation of ABCs intangible assets. Details of ABCs acquired intangible assets are as follows:



|Acquired Intangibles         |  | Allocated Value |       | Amortization Life
|---------------------------- |  | --------------- | ----- | -----------------
|Amortizable intangibles:     |  |                 |       |                  
|Customer relationships       |  | $               | 4,630 |                  
|Order backlog                |  |                 | 140   |                  
|                             |  |                 |       |                  
|Total                        |  |                 | 4,770 |                  
|Non-amortizable intangibles: |  |                 |       |                  
|Tradenames                   |  |                 | 1,620 |                  
|                             |  |                 |       |                  
|Total acquired intangibles   |  | $               | 6,390 |                  
|                             |  |                 |       |                  



38



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SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



On August 30, 2002, the Company acquired the remaining wholesale operations of J.L. Hammett
(Hammett) for an aggregate purchase price of $13,503, which was funded in cash through borrowings under the Companys credit facility. The business operated from Braintree, Massachusetts and Romulus, New York, primarily marketed
pre-K through twelfth grade educational products to charter schools and national child care centers. The acquisition has created synergies with our national accounts business. The preliminary purchase price allocation, which is subject to change,
resulted in goodwill of $1,461 which is expected to be fully deductible for tax purposes, and intangible assets of $2,693, consisting primarily of non-compete agreements. The results of this acquisition and the related goodwill have been included in
the Traditional segment results since the date of acquisition.



On February 26, 2003 the Company acquired the video division of Sunburst Technology Corporation for an aggregate purchase price of $7,750, which was funded in cash through borrowings under the Companys credit facility. The business
operated from Pleasantville, New York and primarily marketed and developed proprietary videos covering character education and health and guidance curriculums for middle and high schools. The acquisition has created synergies with our Teachers
Video division. The preliminary purchase price allocation, which is subject to change, resulted in goodwill of $4,095 which is expected to be fully deductible for tax purposes, and intangible assets of $1,898, consisting primarily of customer
relationships. The results of this acquisition and the related goodwill have been included in the Specialty segment results since the date of acquisition.



Fiscal 2002



On December 21, 2001, the Company acquired all of the issued and outstanding shares of capital stock of Premier Agendas, Inc. and Premier School Agendas
Ltd. (together Premier Agendas). Premier Agendas, headquartered in Bellingham, Washington, is the largest provider of academic agendas in the United States and Canada. The aggregate purchase price, net of cash acquired, of $155,931,
included a $4,012 six-month note payable to the former owners of Premier Agendas. The note was paid in full in fiscal 2003. The balance of the purchase price was funded primarily through borrowings under the Companys existing credit facility.
The Company has integrated its existing student agenda brands Time Tracker and Hammond & Stephens into the Premier Agendas business. The results of this acquisition have been included in the consolidated financial statements and are part of the
Specialty segment results since the date of acquisition.



The
total purchase price was allocated to the tangible and intangible assets and liabilities acquired based upon their respective fair values as of the closing date of the acquisition. The total purchase price resulted in goodwill of $127,869, which is
not deductible for income tax purposes. An allocation of the purchase price has been made to major categories of assets and liabilities as follows:



|Current assets                          |  | $ | 11,166  |  
|--------------------------------------- |  | - | ------- | -
|Property, plant and equipment and other |  |   | 6,684   |  
|Identifiable intangible assets          |  |   | 32,077  |  
|Goodwill                                |  |   | 127,869 |  
|Liabilities assumed                     |  |   | (21,865 | )
|                                        |  |   |         |  
|                                        |  | $ | 155,931 |  
|                                        |  |   |         |  



39



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SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



The Company engaged a third-party to perform a valuation of Premier Agendas intangible assets.
Details of Premier Agendas acquired identifiable intangible assets are as follows:



|Acquired Intangibles         |  | AllocatedValue |        | AmortizationLife
|---------------------------- |  | -------------- | ------ | ----------------
|Amortizable intangibles:     |  |                |        |                 
|Customer relationships       |  | $              | 18,900 |                 
|Order backlog                |  |                | 400    |                 
|Non-compete agreements       |  |                | 77     |                 
|                             |  |                |        |                 
|Total                        |  |                | 19,377 |                 
|Non amortizable intangibles: |  |                |        |                 
|Perpetual license agreement  |  |                | 12,700 |                 
|                             |  |                |        |                 
|Total acquired intangibles   |  | $              | 32,077 |                 
|                             |  |                |        |                 



Also during fiscal
2002, the Company acquired three other businesses, accounted for under the purchase method of accounting, for a total purchase price, net of cash acquired, of $9,566 including $300 paid for non-compete agreements. The following transactions were
paid for with cash and 120 shares of School Specialty, Inc. common stock:



| |  |  | April 2002Certain assets of the K-12 wholesale business of Bradburn School Supply, Inc., a marketer of supplemental educational supplies which will be operated from the
Greenville, Wisconsin facility. Results are included in the Traditional segment since the date of acquisition.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | October 2001Premier Science, a start-up science curriculum company which will be operated from the Mansfield, Ohio facility. Results are included in the Specialty segment
since the date of acquisition.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | May 2001Envision, Inc., based in Grand Junction, Colorado, a designer, producer and marketer of student agenda books. Results are included in the Specialty segment since the
date of acquisition. The purchase price included 120 shares of School Specialty, Inc. common stock.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The acquisitions resulted in goodwill of approximately $6,910, which is fully deductible for tax purposes. The resulting goodwill from the Bradburn
acquisition of $747 is included in the Traditional segment, and the goodwill from the Premier Science and Envision acquisitions of $6,163 is included in the Specialty segment.



Fiscal 2001



During fiscal 2001, the Company made two acquisitions accounted for under the purchase method for an aggregate purchase price, net of cash acquired, of
$116,625, including $2,750 paid for non-compete agreements. The above purchase price includes subsequent cash payments related to final purchase price adjustments of $3,210 and $353, which were made during fiscal 2002. The businesses acquired were:



| |  |  | November 2000Certain assets of the K-12 wholesale business of the J.L. Hammett Company, a marketer of supplemental educational supplies, with operations in
Lyons, New
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



40



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SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



|York and Southaven, Mississippi. Results are included in the Traditional segment since the date of acquisition.
|---------------------------------------------------------------------------------------------------------------



| |  |  | June 2000Global Video, LLC, a designer, producer and marketer of educational videos, based in Tempe, Arizona. Results are included in the Specialty segment since the date of
acquisition.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Goodwill resulting from the above
two transactions, which is fully deductible for tax purposes, was approximately $79,098, of which, $49,923 has been allocated to the Traditional segment and $29,175 to the Specialty segment.



The following information presents the unaudited pro forma results of
operations of the Company for fiscal 2003 and 2002, and includes the Companys consolidated results of operations and the results of the companies acquired during fiscal 2003 and fiscal 2002 as if all such purchase acquisitions had been made at
the beginning of fiscal 2002. The results presented below include certain pro forma adjustments to reflect the amortization of certain amortizable intangible assets, adjustments to interest expense, and the inclusion of an income tax provision on
all earnings:



|                      |  | Fiscal 2003 |         | Fiscal 2002
|--------------------- |  | ----------- | ------- | -----------
|Revenues              |  | $           | 901,652 |            
|Net income            |  |             | 39,576  |            
|                      |  |            
|Net income per share: |  |             |         |            
|Basic                 |  | $           | 2.16    |            
|Diluted               |  | $           | 1.94    |            



The pro forma results
of operations have been prepared using primarily unaudited historical results of acquired companies. These unaudited pro forma results of operations are prepared for comparative purposes only and do not necessarily reflect the results that would
have occurred had the acquisitions occurred at the beginning of fiscal 2002 or the results that may occur in the future.



NOTE 5RESTRUCTURING COSTS



During fiscal 2001, the Company recorded a restructuring charge of $4,500 to close redundant facilities and for related severance costs. The Company
terminated 76 employees under this plan during fiscal 2001. Remaining payments primarily relate to commitments on a leased facility which expire in April 2005.



41



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SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



Selected information related to the above restructurings is as follows:



|                          |  | FacilityClosure andConsolidation |       |   | Severance and Terminations |   |       | OtherCosts |  |   | Total |  
|------------------------- |  | -------------------------------- | ----- | - | -------------------------- | - | ----- | ---------- |  | - | ----- | -
|Balance at April 29, 2000 |  | $                                | 17    |   |                            | $ | 40    |            |  | $ | 8     |  
|Additions                 |  |                                  | 2,391 |   |                            |   | 1,544 |            |  |   | 565   |  
|Utilizations              |  |                                  | (714  | ) |                            |   | (784  | )          |  |   | (554  | )
|                          |  |                                  |       |   |                            |   |       |            |  |   |       |  
|Balance at April 28, 2001 |  |                                  | 1,694 |   |                            |   | 800   |            |  |   | 19    |  
|Utilizations              |  |                                  | (991  | ) |                            |   | (640  | )          |  |   | (19   | )
|                          |  |                                  |       |   |                            |   |       |            |  |   |       |  
|Balance at April 27, 2002 |  |                                  | 703   |   |                            |   | 160   |            |  |   |      |  
|Utilizations              |  |                                  | (279  | ) |                            |   | (127  | )          |  |   |      |  
|                          |  |                                  |       |   |                            |   |       |            |  |   |       |  
|Balance at April 26, 2003 |  | $                                | 424   |   |                            | $ | 33    |            |  | $ |      |  
|                          |  |                                  |       |   |                            |   |       |            |  |   |       |  



NOTE 6PROPERTY, PLANT AND
EQUIPMENT



Property, plant and equipment consist of the
following:



|                                     |  | April 26,2003 |         |   | April 27,2002 |  
|------------------------------------ |  | ------------- | ------- | - | ------------- | -
|Land                                 |  | $             | 502     |   |               | $
|Projects in progress                 |  |               | 2,375   |   |               |  
|Buildings and leasehold improvements |  |               | 27,291  |   |               |  
|Furniture, fixtures, and other       |  |               | 45,159  |   |               |  
|Machinery and warehouse equipment    |  |               | 24,144  |   |               |  
|                                     |  |               |         |   |               |  
|Total property, plant and equipment  |  |               | 99,471  |   |               |  
|Less: Accumulated depreciation       |  |               | (35,502 | ) |               |  
|                                     |  |               |         |   |               |  
|Net property, plant and equipment    |  | $             | 63,969  |   |               | $
|                                     |  |               |         |   |               |  



Depreciation expense
for fiscal years 2003, 2002 and 2001 was $12,621, $10,067, and $7,523, respectively.



NOTE 7DEBT



Long-Term Debt



Long-term debt consists of the following:



|                           |  | April 26,2003 |         |   | April 27,2002 |  
|-------------------------- |  | ------------- | ------- | - | ------------- | -
|Credit facility            |  | $             | 125,700 |   |               | $
|Convertible debt           |  |               | 149,500 |   |               |  
|Sale-leaseback obligations |  |               | 17,729  |   |               |  
|Notes payable              |  |               |        |   |               |  
|Capital lease obligations  |  |               | 427     |   |               |  
|                           |  |               |         |   |               |  
|Total debt                 |  |               | 293,356 |   |               |  
|Less: Current maturities   |  |               | (512    | ) |               |  
|                           |  |               |         |   |               |  
|Total long-term debt       |  | $             | 292,844 |   |               | $
|                           |  |               |         |   |               |  



42



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



On September 30, 1998, the Company entered into a five year secured $350,000 credit facility (the
credit facility) with a syndicate of financial institutions, led by Bank of America, N.A. as Agent, consisting of a $250,000 revolving loan and a $100,000 term loan. Interest accrued at a rate of, at the Companys option, either
LIBOR plus an applicable margin of up to 2.25% or the lenders base rate plus an applicable margin of up to 1.00%. The Company also pays a fee of up to 0.5% on the unborrowed amount under the revolving loan. On April 11, 2003, the Company
amended the credit facility. The amended credit facility matures on April 11, 2006 and provides for a $250,000 revolving loan. Interest accrues at a rate of, at the Companys option, either LIBOR plus an applicable margin of up to 2.75%, or the
lenders base rate plus an applicable margin of up to 1.50%. The Company also pays a commitment fee of up to 0.5% on unborrowed funds.



The credit facility is secured by substantially all of the assets of the Company and contains certain financial covenants. The Company was in compliance
with these covenants at April 26, 2003. At April 26, 2003, the balance outstanding under the credit facility was $125,700. The effective interest rate under the credit facility for fiscal 2003 was 5.22%, which includes amortization of the loan
origination fee and commitment fee on unborrowed funds.



On
July 30, 2001, the Company sold an aggregate principal amount of $130,000 of 6.0% convertible subordinated notes of the Company that are due in full on August 1, 2008. The notes are convertible at any time prior to maturity into shares of School
Specialty, Inc. common stock at a conversion price of $32.29 per share and accrue interest payable semi-annually. There are no scheduled principal payments due prior to maturity. Net proceeds from the sale of these notes were $125,675. On August 2,
2001, the initial purchasers of the notes exercised their option to purchase additional notes in full and purchased an additional $19,500 aggregate principal amount of the notes, with net proceeds of $18,915. The Company used the total net proceeds
from the offering of $144,590 to repay a portion of the debt outstanding under the credit facility.



In November 2000, the Company entered into two sale-leaseback transactions which are accounted for as financings due to a technical default provision
within the leases which could allow, under remote circumstances, for continuing ownership involvement by the Company in the two properties. Under the agreements, the Company recorded debt of $18,525, which has an effective interest rate of 8.97%,
excluding amortization of loan fees. The leases expire in November 2020.



The Company entered into an interest rate swap agreement on December 13, 2000 (effective date of January 2, 2001), with The Bank of New York covering $50,000 of the outstanding borrowings under the credit facility. On
April 29, 2001, the Company began accounting for the swap in accordance with SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities, which requires derivative instruments, such as this interest rate swap, to be
recorded on the balance sheet as either an asset or a liability measured at fair value. The swap was designated as a cash flow hedge and was considered highly effective throughout its term. As a result of adopting SFAS No. 133, the Company
recognized the fair value of the swap liability of $660 ($396 net of tax) with the net of tax offset to accumulated other comprehensive income (loss) on the date of adoption. Subsequent net of tax changes in the swaps fair value of $163 were
recorded as a component of accumulated other comprehensive loss during fiscal 2002, all of which was reclassified to the fiscal 2002s consolidated statement of operations when the hedged item affected earnings. The swap agreement fixed the
30-day LIBOR interest rate at 6.07% per annum on the $50,000 notional amount and had a one-year term which expired on January 2, 2002.



On October 28, 1998, the Company entered into an interest rate swap agreement with The Bank of New York covering $50,000 of the outstanding credit
facility. The agreement fixed the 30-day LIBOR interest rate at 4.37% per annum on a $50,000 notional amount and had a three year term that was cancelable



43



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



by The Bank of New York on the second anniversary. On October 30, 2000, The Bank of New York cancelled the swap agreement.



As a result of the above swap agreements, interest expense was increased
(decreased) in fiscal years 2002 and 2001 by $931 and $(484), respectively.



The carrying value of variable rate long-term debt approximates fair value. The convertible subordinated notes had a fair value at April 26, 2003 of $142,212, determined using the closing bid price as reported on The
NASDs Portal Market on April 25, 2003.



Maturities of Long-Term Debt



Maturities of long-term debt, including capital lease
obligations, for subsequent fiscal years, are as follows:



|2004                               |  | $ | 512    
|---------------------------------- |  | - | -------
|2005                               |  |   | 504    
|2006                               |  |   | 126,178
|2007                               |  |   | 509    
|2008                               |  |   | 556    
|Thereafter                         |  |   | 165,097
|                                   |  |   |        
|Total maturities of long-term debt |  | $ | 293,356
|                                   |  |   |        



NOTE 8SECURITIZATION OF
ACCOUNTS RECEIVABLE



The Company and certain of its U.S.
subsidiaries entered into an agreement (the Receivables Facility) in November 2000 with a financial institution whereby it sells on a continuous basis an undivided interest in all eligible trade accounts receivable. Pursuant to the
Receivables Facility, the Company formed New School, Inc. (NSI), a wholly-owned, special purpose, bankruptcy-remote subsidiary. As such, the assets of NSI will be available first and foremost to satisfy the claims of the creditors of
NSI. NSI was formed for the sole purpose of buying and selling receivables generated by the Company and certain subsidiaries of the Company. Under the Receivables Facility, the Company and certain subsidiaries transfer without recourse all their
accounts receivables to NSI. NSI, in turn, has sold and, subject to certain conditions, may from time to time sell an undivided interest in these receivables and is permitted to receive advances of up to $100,000 for the sale of such undivided
interest. The Company receives a fee from the financial institution for billing and collection functions, which remain the responsibility of the Company, that approximates fair value. The agreement, as amended, expires on November 18, 2003. The
Companys retained interests in the receivables sold are recorded at fair value, which approximates cost, due to the short-term nature of the receivables sold.



This two-step transaction is accounted for as a sale of receivables under the provision of SFAS No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. There was $46,000 advanced under the Receivables Facility at April 26, 2003 and $50,000 advanced at April 27, 2002, accordingly, these amounts of accounts
receivable have been removed from the consolidated balance sheets. Costs associated with the sale of receivables, primarily related to the discount and loss on sale, were $1,839, $1,985 and $1,389 and are included in other expenses in the
consolidated statement of operations for fiscal years 2003, 2002 and 2001, respectively.



44



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



NOTE 9INCOME TAXES



The provision for income taxes consists of:



|                                 |  | Fiscal2003 |        | Fiscal2002 |   | Fiscal2001
|-------------------------------- |  | ---------- | ------ | ---------- | - | ----------
|Current income tax expense:      |  |            |        |            |   |           
|Federal                          |  | $          | 16,453 |            | $ | 4,485     
|State                            |  |            | 1,772  |            |   | 1,701     
|                                 |  |            |        |            |   |           
|Total current income tax expense |  |            | 18,225 |            |   | 6,186     
|Deferred income tax expense      |  |            | 8,222  |            |   | 8,335     
|                                 |  |            |        |            |   |           
|Total provision for income taxes |  | $          | 26,447 |            | $ | 14,521    
|                                 |  |            |        |            |   |           



Deferred taxes are
comprised of the following:



|                                             |  | April 26,2003 |         |   | April 27,2002 |  
|-------------------------------------------- |  | ------------- | ------- | - | ------------- | -
|Current deferred tax assets (liabilities):   |  |               |         |   |               |  
|Inventory                                    |  | $             | 1,796   |   |               | $
|Allowance for doubtful accounts              |  |               | 1,860   |   |               |  
|Net operating loss carryforward              |  |               | 510     |   |               |  
|Accrued liabilities                          |  |               |        |   |               |  
|Accrued restructuring                        |  |               | 158     |   |               |  
|Charitable contribution carryforward         |  |               |        |   |               |  
|                                             |  |               |         |   |               |  
|Total current deferred tax assets            |  |               | 4,324   |   |               |  
|                                             |  |               |         |   |               |  
|Long-term deferred tax assets (liabilities): |  |               |         |   |               |  
|Net operating loss carryforward              |  |               | 2,179   |   |               |  
|Property and equipment                       |  |               | (2,370  | ) |               |  
|Intangible assets                            |  |               | (28,355 | ) |               |  
|                                             |  |               |         |   |               |  
|Total long-term deferred tax liabilities     |  |               | (28,546 | ) |               |  
|                                             |  |               |         |   |               |  
|Net deferred tax liabilities                 |  | $             | (24,222 | ) |               | $
|                                             |  |               |         |   |               |  



At April 26, 2003, the
Company had federal net operating loss carryforwards, which are subject to annual federal limitations on utilization pursuant to IRS Code Section 382, of $5,680, of which $1,457 expires during fiscal years 2011-2013 and $4,223 expires during fiscal
years 2020-2021. The Company has state net operating losses of approximately $9,942, which expire during fiscal years 2007-2022.



The Companys effective income tax rate varied from the U.S. federal statutory tax rate as follows:



|                                                      |  | Fiscal2003 |   |  | Fiscal2002 |   |  | Fiscal2001 |  
|----------------------------------------------------- |  | ---------- | - |  | ---------- | - |  | ---------- | -
|U.S. federal statutory rate                           |  | 35.0       | % |  | 35.0       | % |  | 35.0       | %
|State income taxes, net of federal income tax benefit |  | 3.7        |   |  | 4.5        |   |  | 4.5        |  
|Non-deductible goodwill and intangible amortization   |  |           |   |  |           |   |  | 6.2        |  
|Impact of divestitures                                |  |           |   |  |           |   |  | (2.5       | )
|Other                                                 |  | 1.3        |   |  | 0.5        |   |  |           |  
|                                                      |  |            |   |  |            |   |  |            |  
|Effective income tax rate                             |  | 40.0       | % |  | 40.0       | % |  | 43.2       | %
|                                                      |  |            |   |  |            |   |  |            |  



45



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



NOTE 10OPERATING LEASE COMMITMENTS



The Company leases various types of warehouse and office facilities and equipment, under noncancelable lease agreements
which expire at various dates. Future minimum lease payments under noncancelable operating leases for our fiscal years are as follows:



|2004                         |  | $ | 7,976 
|---------------------------- |  | - | ------
|2005                         |  |   | 6,658 
|2006                         |  |   | 5,081 
|2007                         |  |   | 4,197 
|2008                         |  |   | 3,074 
|Thereafter                   |  |   | 17,203
|                             |  |   |       
|Total minimum lease payments |  | $ | 44,189
|                             |  |   |       



Rent expense for
fiscal 2003, 2002 and 2001, was $9,228, $8,398 and $6,527, respectively.



NOTE 11EMPLOYEE BENEFIT PLANS



On June
9, 1998, the Company implemented the School Specialty, Inc. 401(k) Plan (the 401(k) Plan) which allows employee contributions in accordance with Section 401(k) of the Internal Revenue Code. The Company matches a portion of employee
contributions and virtually all full-time employees are eligible to participate in the 401(k) Plan after 90 days of service. In fiscal 2003, 2002, and 2001, the Companys matching contribution expense was $1,743, $670 and $657, respectively.



NOTE 12SHAREHOLDERS EQUITY



EPS



Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average
number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities to issue common stock were exercised. The following information presents the Companys computations of basic and
diluted EPS for the periods presented in the consolidated statements of operations:



46



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



|                                          |  | Income (Numerator) |        | Shares (Denominator) |        | Per Share Amount
|----------------------------------------- |  | ------------------ | ------ | -------------------- | ------ | ----------------
|                                          |  |                   
|Fiscal 2003:                              |  |                    |        |                      |        |                 
|Basic EPS                                 |  | $                  | 39,590 |                      | 18,324 |                 
|                                          |  |                    |        |                      |        |                 
|Effect of dilutive employee stock options |  |                    |       |                      | 425    |                 
|Effect of dilutive convertible debt       |  |                    | 5,797  |                      | 4,629  |                 
|                                          |  |                    |        |                      |        |                 
|Diluted EPS                               |  | $                  | 45,387 |                      | 23,378 |                 
|                                          |  |                    |        |                      |        |                 
|                                          |  |                    |       
|Fiscal 2002:                              |  |                    |        |                      |        |                 
|Basic EPS                                 |  | $                  | 21,779 |                      | 17,917 |                 
|                                          |  |                    |        |                      |        |                 
|Effect of dilutive employee stock options |  |                    |       |                      | 716    |                 
|                                          |  |                    |        |                      |        |                 
|Diluted EPS                               |  | $                  | 21,779 |                      | 18,633 |                 
|                                          |  |                    |        |                      |        |                 
|                                          |  |                    |       
|Fiscal 2001:                              |  |                    |        |                      |        |                 
|Basic EPS                                 |  | $                  | 11,931 |                      | 17,495 |                 
|                                          |  |                    |        |                      |        |                 
|Effect of dilutive employee stock options |  |                    |       |                      | 287    |                 
|                                          |  |                    |        |                      |        |                 
|Diluted EPS                               |  | $                  | 11,931 |                      | 17,782 |                 
|                                          |  |                    |        |                      |        |                 



The Company had
additional employee stock options outstanding of 529, 128, and 259 during fiscal 2003, 2002 and 2001, respectively, that were not included in the computation of diluted EPS because they were anti-dilutive. Additionally, the impact of the conversion
of the convertible debt to common stock has been excluded from the computation of fiscal 2002 diluted EPS because it was anti-dilutive.



Employee Stock Plans



The Company has two stock-based employee compensation plans. On June 10, 1998, the Companys Board of Directors approved the School Specialty, Inc.
1998 Stock Incentive Plan (the 1998 Plan) and on August 27, 2002 the Companys Board of Directors approved the School Specialty, Inc. 2002 Stock Incentive Plan (the 2002 Plan). Both plans have been approved by the
Companys shareholders. The purpose of the 1998 Plan and the 2002 Plan is to provide directors, officers, key employees and consultants with additional incentives by increasing their ownership interests in the Company. Under the 1998 Plan, the
maximum number of options available for grant is equal to 20% of the Companys outstanding common stock. Under the 2002 Plan, the maximum number of options available for grant is 1,500 shares.



The Company accounts for options issued in accordance with APB Opinion No.
25. Accordingly, because the exercise price of the options are equal to the market value of the underlying stock on the date of grant, no compensation expense has been recognized for the options granted to employees and directors. Had compensation
expense related to the Companys stock option grants to employees and directors been recognized based upon the fair value of the stock options on the grant date under the methodology prescribed by SFAS No. 123 Accounting for Stock Based
Compensation, the Companys net income and net income per share would have been impacted as indicated in the following table:



47



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



|                                                                                                                                            |  | Fiscal2003 |        |   | Fiscal2002 |   |        | Fiscal2001 | 
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | ------ | - | ---------- | - | ------ | ---------- | 
|Net income, as reported                                                                                                                     |  | $          | 39,590 |   |            | $ | 21,779 |            | 
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related
tax effects |  |            | (2,632 | ) |            |   | (2,856 | )          | 
|                                                                                                                                            |  |            |        |   |            |   |        |            | 
|Pro forma net income                                                                                                                        |  | $          | 36,958 |   |            | $ | 18,923 |            | 
|                                                                                                                                            |  |            |        |   |            |   |        |            | 
|                                                                                                                                            |  |            |       
|EPS:                                                                                                                                        |  |            |        |   |            |   |        |            | 
|As reported:                                                                                                                                |  |            |        |   |            |   |        |            | 
|Basic                                                                                                                                       |  | $          | 2.16   |   |            | $ | 1.22   |            | 
|Diluted                                                                                                                                     |  | $          | 1.94   |   |            | $ | 1.17   |            | 
|                                                                                                                                            |  |            |       
|Pro forma:                                                                                                                                  |  |            |        |   |            |   |        |            | 
|Basic                                                                                                                                       |  | $          | 2.02   |   |            | $ | 1.06   |            | 
|Diluted                                                                                                                                     |  | $          | 1.83   |   |            | $ | 1.02   |            | 



The fair value of
options granted (which is amortized to expense over the option vesting period in determining the pro forma impact) is estimated on the date of grant using the Black-Scholes single option pricing model with the following weighted average
assumptions:



|                             |  | Fiscal2003 |   |  | Fiscal2002 |   |  | Fiscal2001 |  
|---------------------------- |  | ---------- | - |  | ---------- | - |  | ---------- | -
|Expected life of option      |  | 7 years    |   |  | 7 years    |   |  | 7 years    |  
|Risk free interest rate      |  | 3.86       | % |  | 4.85       | % |  | 5.30       | %
|Expected volatility of stock |  | 55.04      | % |  | 58.38      | % |  | 59.58      | %



The weighted-average
fair value of options granted during fiscal years 2003, 2002 and 2001 was $14.20, $15.53 and $11.98, respectively.



48



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



A summary of option transactions follows:



|                          |  | Options Outstanding |   | Options Exercisable
|------------------------- |  | ------------------- | - | -------------------
|                          |  | Options             |   |                    
|Balance at April 29, 2000 |  | 3,064               |   |                    
|Granted                   |  | 243                 |   |                    
|Exercised                 |  | (133                | ) |                    
|Canceled                  |  | (108                | ) |                    
|                          |  |                     |   |                    
|Balance at April 28, 2001 |  | 3,066               |   |                    
|Granted                   |  | 338                 |   |                    
|Exercised                 |  | (339                | ) |                    
|Canceled                  |  | (61                 | ) |                    
|                          |  |                     |   |                    
|Balance at April 27, 2002 |  | 3,004               |   |                    
|Granted                   |  | 387                 |   |                    
|Exercised                 |  | (389                | ) |                    
|Canceled                  |  | (55                 | ) |                    
|                          |  |                     |   |                    
|Balance at April 26, 2003 |  | 2,947               |   |                    
|                          |  |                     |   |                    



The following table
summarizes information about stock options outstanding at April 26, 2003:



|                         |  | Options Outstanding |  | Options Exercisable   
|------------------------ |  | ------------------- |  | ----------------------
|Range of Exercise Prices |  | Options             |  | Weighted- Average Life
|$12.00 - $15.00          |  | 223                 |  | 6.17                  
|$15.50 - $15.50          |  | 1,390               |  | 5.12                  
|$15.63 - $20.33          |  | 835                 |  | 7.56                  
|$23.95 - $59.84          |  | 499                 |  | 8.11                  
|                         |  |                     |  |                       
|                         |  | 2,947               |  | 6.40                  
|                         |  |                     |  |                       



Options granted are
generally exercisable beginning one year from the date of grant in cumulative yearly amounts of twenty-five percent of the shares granted and generally expire ten years from the date of grant. Options granted to directors and non-employee officers
of the Company vest over a three year period, twenty percent after the first year, fifty percent (cumulative) after the second year and one-hundred percent (cumulative) after the third year.



On June 20, 2000, the Board of Directors approved the JuneBox.com, Inc. 2000
Equity Incentive Plan. JuneBox.com was a wholly owned subsidiary of School Specialty, Inc., and its stock was not publicly traded. No options were granted under this Plan during fiscal 2002 and 1,900 options were granted at fair market value at the
date of grant during fiscal 2001. No options were exercised under this Plan. During fiscal 2002, JuneBox.com, Inc. was merged into School Specialty, Inc. The options outstanding at that time were replaced with School Specialty, Inc. options under
the School Specialty, Inc.



49



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



1998 Stock Incentive Plan. The option holders were in the same economic position immediately before and after the replacement of JuneBox.com, Inc. options
with School Specialty, Inc. options. The vesting provisions and option period of the original grants were not changed.



NOTE 13SEGMENT INFORMATION



The Companys business activities are organized around two principal business segments, Traditional and Specialty, and operate principally in the
United States, with limited Specialty segment operations in Canada. Both internal and external reporting conforms to this organizational structure, with no significant differences in accounting policies applied. The Company evaluates the performance
of its segments and allocates resources to them based on revenue growth and profitability. While the segments serve a similar customer base, notable differences exist in products, gross margin and revenue growth rates. Products supplied within the
Traditional segment include consumables (consisting of classroom supplies, instructional materials, educational games, art supplies and school forms), school furniture and indoor and outdoor equipment. Products supplied within the Specialty segment
primarily target specific educational disciplines, such as art, industrial arts, physical education, sciences, and early childhood. This segment also supplies student academic planners, videos and DVDs. The accounting policies of the segments are
the same as those described in Summary of Significant Accounting Policies. All intercompany transactions have been eliminated.



The following table presents segment information:



|                                          |  | Fiscal2003 |         | Fiscal2002 |   | Fiscal2001
|----------------------------------------- |  | ---------- | ------- | ---------- | - | ----------
|Revenues:                                 |  |            |         |            |   |           
|Traditional                               |  | $          | 472,459 |            | $ | 480,922   
|Specialty                                 |  |            | 397,571 |            |   | 286,465   
|                                          |  |            |         |            |   |           
|Total                                     |  | $          | 870,030 |            | $ | 767,387   
|                                          |  |            |         |            |   |           
|Operating income and income before taxes: |  |            |         |            |   |           
|Traditional                               |  | $          | 48,193  |            | $ | 54,075    
|Specialty                                 |  |            | 57,852  |            |   | 22,576    
|                                          |  |            |         |            |   |           
|Total                                     |  | $          | 106,045 |            |   | 76,651    
|Corporate expenses                        |  |            | 20,098  |            |   | 19,107    
|Restructuring costs                       |  |            |        |            |   |          
|                                          |  |            |         |            |   |           
|Operating income                          |  |            | 85,947  |            |   | 57,544    
|Interest expense and other                |  |            | 19,910  |            |   | 21,244    
|                                          |  |            |         |            |   |           
|Income before taxes                       |  | $          | 66,037  |            | $ | 36,300    
|                                          |  |            |         |            |   |           
|Identifiable assets (at fiscal year end): |  |            |         |            |   |           
|Traditional                               |  | $          | 256,335 |            | $ | 249,926   
|Specialty                                 |  |            | 396,412 |            |   | 344,045   
|                                          |  |            |         |            |   |           
|Total                                     |  |            | 652,747 |            |   | 593,971   
|Corporate assets (1)                      |  |            | 83,588  |            |   | 79,671    
|                                          |  |            |         |            |   |           
|Total                                     |  | $          | 736,335 |            | $ | 673,642   
|                                          |  |            |         |            |   |           



50



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



|                                                       |  | Fiscal2003 |        | Fiscal2002 |   | Fiscal2001
|------------------------------------------------------ |  | ---------- | ------ | ---------- | - | ----------
|Depreciation and goodwill and intangible amortization: |  |            |        |            |   |           
|Traditional                                            |  | $          | 3,883  |            | $ | 4,003     
|Specialty                                              |  |            | 7,296  |            |   | 3,882     
|                                                       |  |            |        |            |   |           
|Total                                                  |  |            | 11,179 |            |   | 7,885     
|Corporate                                              |  |            | 4,342  |            |   | 3,313     
|                                                       |  |            |        |            |   |           
|Total                                                  |  | $          | 15,521 |            | $ | 11,198    
|                                                       |  |            |        |            |   |           
|Expenditures for property, plant and equipment:        |  |            |        |            |   |           
|Traditional                                            |  | $          | 1,285  |            | $ | 1,847     
|Specialty                                              |  |            | 3,572  |            |   | 2,199     
|                                                       |  |            |        |            |   |           
|Total                                                  |  |            | 4,857  |            |   | 4,046     
|Corporate                                              |  |            | 6,448  |            |   | 8,064     
|                                                       |  |            |        |            |   |           
|Total                                                  |  | $          | 11,305 |            | $ | 12,110    
|                                                       |  |            |        |            |   |           

---

|(1) |  | Includes assets of NSI.
|--- |  | -----------------------



NOTE 14ASSETS HELD FOR SALE



During fiscal 2003, the Company decided to close and market its Lufkin, Texas warehouse as part of a plan to reduce the number of warehouses and to align capacity and efficiency to better serve customers and reduce
overall warehousing costs. The Company recorded an impairment loss, as a component of selling, general and administrative expenses, of $1,046, related to the closure. The facility is classified as held for sale on the April 26, 2003 consolidated
balance sheet. Subsequent to April 26, 2003, the Company entered into an agreement to sell the assets held for sale related to the Lufkin, Texas warehouse for a gross sales price of $1,200. The transaction is expected to close by the end of the
Companys fiscal 2004 first quarter.



NOTE 15SUBSEQUENT EVENT



On May 30, 2003, the Company acquired the stock of Select
Agendas, a Canadian-based company, for an aggregate purchase price, net of cash acquired, of $9,557. The purchase price is subject to an earn-out provision and is subject to change. This transaction was funded in cash through borrowings under the
Companys credit facility.



51



---

SCHOOL SPECIALTY, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)



NOTE 16QUARTERLY FINANCIAL DATA (UNAUDITED)



The following presents certain unaudited quarterly financial data for fiscal
2003 and fiscal 2002:



|                        |  | Fiscal 2003 (1)
|----------------------- |  | ---------------
|                        |  | First          
|Revenues                |  | $              
|Gross profit            |  |                
|Operating income (loss) |  |                
|Net income (loss)       |  |                
|                        |  |                
|Per share amounts:      |  |                
|Basic                   |  | $              
|Diluted                 |  | $              



|                        |  | Fiscal 2002 (1)
|----------------------- |  | ---------------
|                        |  | First          
|Revenues                |  | $              
|Gross profit            |  |                
|Operating income (loss) |  |                
|Net income (loss)       |  |                
|                        |  |                
|Per share amounts:      |  |                
|Basic                   |  | $              
|Diluted                 |  | $              

---

|(1) |  | During the third quarter of fiscal 2002, the Company acquired Premier Agendas. The quarterly financial data for fiscal 2003 includes the results of Premier Agendas for a full fiscal
year.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The summation of quarterly net income per
share may not equate to the calculation for the full fiscal year as quarterly calculations are performed on a discrete basis.



Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure



Information previously reported.



52



---

PART III



Item 10. Directors and Executive Officers of the Registrant



|(a) |  | Executive Officers. Reference is made to Executive Officers of the Registrant in Part I hereof.
|--- |  | -------------------------------------------------------------------------------------------------



|(b) |  | Directors. The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on August 26, 2003, under the caption
Proposal One: Election of Directors, which information is incorporated by reference herein.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) |  | Section 16 Compliance. The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on August 26, 2003, under
the caption Section 16(a) Beneficial Ownership Reporting Compliance, which information is incorporated by reference herein.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 11. Executive Compensation



The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on August 26, 2003, under the
captions Executive Compensation, Employment Contracts and Related Matters, Non-Employee Director Compensation, and Compensation Committee Interlocks and Insider Participation, which information is
incorporated by reference herein.



Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Shareholder Matters



The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on August 26, 2003, under the captions Security Ownership of Management and Certain
Beneficial Owners and Equity Compensation Plan Information, which information is incorporated by reference herein.



Item 13. Certain Relationships and Related Transactions



Not applicable.



Item 14. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



Based on an evaluation as of a date within 90 days prior to the filing of this annual report, the Companys principal executive officer and principal financial officer have concluded that the Companys disclosure controls and
procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934 (the Exchange Act)) are adequate and effective for the purposes set forth in the definition of the Exchange Act rules.



Changes in Internal Controls



There have not been any significant changes in internal controls, or in
other factors that could significantly affect internal controls, and there were no corrective actions with regard to significant deficiencies or material weaknesses subsequent to the date the above officers completed their evaluation.



53



---

PART IV



Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K



|(a)(1) |  | Financial Statements (See Part II, Item 8).                                                                                          
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------
|       | 
|       |  | Consolidated Financial Statements                                                                                                    
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       |  |                                                                                                                                      
|       | 
|(a)(2) |  | Financial Statement Schedule (See Exhibit 99.3).                                                                                     
|       | 
|       |  | Schedule for the fiscal years ended April 26, 2003, April 27, 2002 and April 28, 2001: Schedule IIValuation and Qualifying Accounts.
|       | 
|(a)(3) |  | Exhibits.                                                                                                                            
|       | 
|       |  | See (c) below.                                                                                                                       
|       | 
|(b)    |  | Reports on Form 8-K.                                                                                                                 
|       | 
|       |  | The Company filed or furnished three reports on Form 8-K since the beginning of the fourth quarter of fiscal 2003 as follows:        
|       |  |                                                                                                                                      
|       |  | (1)                                                                                                                                  
|       |  |                                                                                                                                      
|       |  | (2)                                                                                                                                  
|       |  |                                                                                                                                      
|       |  | (3)                                                                                                                                  
|       | 
|(c)    |  | Exhibits.                                                                                                                            
|       | 
|       |  | See the Exhibit Index, which is incorporated by reference herein.                                                                    
|       | 
|(d)    |  | Financial Statements Excluded from Annual Report to Shareholders.                                                                    
|       | 
|       |  | Not applicable.                                                                                                                      





54



---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on July 9, 2003.



SCHOOL SPECIALTY, INC.By:

/s/    DAVID J. VANDER
ZANDENDavid J. Vander Zanden President and Chief Executive Officer (Principal Executive Officer)By:

/s/    MARY M.
KABACINSKIMary M. Kabacinski Executive Vice President and Chief Financial Officer (Principal Financial and Accounting
Officer)




Each person
whose signature appears below hereby constitutes and appoints David J. Vander Zanden and Mary M. Kabacinski, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf
individually and in the capacity stated below and to perform any acts necessary to be done in order to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and all other documents in
connection therewith and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue thereof.



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



|Name                                                |  | Title                                                                                             |  | Date        
|--------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | ------------
|/s/    DAVID J. VANDER
ZANDENDavid J. Vander
Zanden |  | President, Chief Executive Officer and Director (Principal Executive Officer)                     |  | July 9, 2003
|                                                    |  |                                                                                                  
|/s/    MARY M.
KABACINSKIMary M.
Kabacinski         |  | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |  | July 9, 2003
|                                                    |  |                                                                                                  
|/s/    LEO C.
MCKENNALeo C.
McKenna                 |  | Chairman of the Board                                                                             |  | July 9, 2003
|                                                    |  |                                                                                                  
|/s/    JONATHAN J.
LEDECKYJonathan J.
Ledecky       |  | Director                                                                                          |  | July 9, 2003
|                                                    |  |                                                                                                  
|/s/    ROCHELLE
LAMMRochelle Lamm                   |  | Director                                                                                          |  | July 9, 2003
|                                                    |  |                                                                                                  
|/s/    JEROME M.
POOLJerome M. Pool                 |  | Director                                                                                          |  | July 9, 2003



---

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

CERTIFICATION



I, David J. Vander Zanden, President and Chief Executive Officer of School Specialty, certify that:



|1. |  | I have reviewed this annual report on Form 10-K of School Specialty, Inc.;
|-- |  | --------------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the
Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent functions):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: July 9, 2003



/s/    DAVID J. VANDER
ZANDENDavid J. Vander Zanden President and Chief Executive Officer




---

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002

CERTIFICATION



I, Mary M. Kabacinski, Executive Vice President and Chief Financial Officer of School Specialty, certify that:



|1. |  | I have reviewed this annual report on Form 10-K of School Specialty, Inc.;
|-- |  | --------------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and we have:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the
Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of
registrants board of directors (or persons performing the equivalent functions):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: July 9, 2003



/s/    MARY M.
KABACINSKIMary M. Kabacinski Executive Vice President and Chief Financial Officer




---

INDEX TO EXHIBITS



|ExhibitNumber |  | Document Description                                                                                                                                                                                                                                                                                                                       
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              | 
|3.1           |  | Articles of Incorporation of School Specialty, Inc., incorporated herein by reference to Appendix B of the School Specialty, Inc. definitive Proxy Statement dated July 24,
2000.                                                                                                                                                          
|              | 
|3.2           |  | Bylaws of School Specialty, Inc.                                                                                                                                                                                                                                                                                                           
|              | 
|4.1           |  | Pledge Agreement dated as of April 11, 2003 given by School Specialty, Inc. and the other pledgors named therein to Bank of America, N.A. as Administrative Agent.                                                                                                                                                                         
|              | 
|4.2           |  | Amended and Restated Security Agreement dated as of April 11, 2003 given by School Specialty, Inc. and the other grantors named therein to Bank of America, N.A. as Administrative
Agent.                                                                                                                                                  
|              | 
|4.3           |  | Indenture dated as of July 30, 2001 between the Company and BNY Midwest Trust Company as Trustee, incorporated herein by reference to Exhibit 4.3 of School Specialty, Inc.s
Report on Form 10-Q for the period ended July 28, 2001.                                                                                                      
|              | 
|4.4           |  | Registration Agreement dated as of July 30, 2001 between the Company and Salomon Smith Barney, incorporated herein by reference to Exhibit 4.4 of School Specialty, Inc.s
Report on Form 10-Q for the period ended July 28, 2001.                                                                                                         
|              | 
|4.5           |  | Amended and Restated Credit Agreement dated as of April 11, 2003 among School Specialty, Inc., certain subsidiaries and affiliates of School Specialty, Inc. and the lenders named
therein, incorporated herein by reference to Exhibit 4.1 of School Specialty, Inc.s current report Form 8-K dated May 2, 2003.                         
|              | 
|4.6           |  | Certain other long-term debt as described in the Notes to Consolidated Financial Statements. School Specialty, Inc. agrees to furnish the Commission, upon request, copies of any
instruments defining the rights of holders of any such long-term debt described in the Notes to Consolidated Financial Statements and not filed herewith.
|              | 
|10.1*         |  | Employment Agreement dated September 3, 1999 between Mary M. Kabacinski and School Specialty, Inc., incorporated herein by reference to Exhibit 10.2 of School Specialty,
Inc.s Quarterly Report on Form 10-Q for the period ended October 23, 1999.                                                                                      
|              | 
|10.2*         |  | Employment Agreement dated September 3, 1999 between Donald J. Noskowiak and School Specialty, Inc., incorporated herein by reference to Exhibit 10.3 of School Specialty,
Inc.s Quarterly Report on Form 10-Q for the period ended October 23, 1999.                                                                                     
|              | 
|10.3*         |  | Employment Agreement dated March 26, 2001 between A. Brent Pulsipher and School Specialty, Inc., incorporated herein by reference to Exhibit 10.8 of School Specialty, Inc.s
Annual Report on Form 10-K for the period ended April 28, 2001.                                                                                              



---

INDEX TO EXHIBITS



|ExhibitNumber |  | Document Description                                                                                                                                                                                                                                                                     
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              | 
|10.4*         |  | Employment Agreement dated November 5, 2002, effective September 1, 2002, between David J. Vander Zanden and School Specialty, Inc., incorporated herein by reference to Exhibit
10.1 of School Specialty, Inc.s Quarterly Report on Form 10-Q for the period ended October 26, 2002.   
|              | 
|10.5*         |  | Employment Agreement dated November 5, 2002 between Stephen R. Christiansen and School Specialty, Inc., incorporated herein by reference to Exhibit 10.2 of School Specialty,
Inc.s Quarterly Report on Form 10-Q for the period ended October 26, 2002.                                
|              | 
|10.6*         |  | Employment Agreement Amendment dated September 11, 2002, effective June 1, 2002, between A. Brent Pulsipher and School Specialty, Inc., incorporated herein by reference to Exhibit
10.3 of School Specialty, Inc.s Quarterly Report on Form 10-Q for the period ended October 26, 2002.
|              | 
|10.7*         |  | Employment Agreement Amendment dated June 1, 2003 between Donald J. Noskowiak and School Specialty, Inc.                                                                                                                                                                                 
|              | 
|10.8*         |  | Executive Term Life Insurance Plan for David J. Vander Zanden, incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.s Quarterly Report on Form 10-Q for
the period ended January 25, 2003.                                                                         
|              | 
|10.9*         |  | Amended and Restated 1998 Stock Incentive Plan, amended as of December 18, 2002, incorporated herein by reference to Exhibit 4.1 of School Specialty, Inc.s Form S-8 filed on
December 20, 2002.                                                                                        
|              | 
|10.10*        |  | 2002 Stock Incentive Plan, incorporated herein by reference to Exhibit 4.1 of School Specialty, Inc.s Form S-8 filed on December 20, 2002.                                                                                                                                              
|              | 
|10.11*        |  | School Specialty, Inc. Incentive Bonus Plan, incorporated herein by reference to Exhibit 10.7 of School Specialty, Inc.s Annual Report on Form 10-K for the period ended
April 27, 2002.                                                                                                
|              | 
|10.12         |  | Receivables Purchase Agreement dated November 22, 2000, incorporated herein by reference to Exhibit 10.1(a) of School Specialty, Inc.s Quarterly Report on Form 10-Q for the
period ended January 27, 2001.                                                                             
|              | 
|10.13         |  | Amendment No. 1 to the Receivables Purchase Agreement dated as of January 1, 2001, incorporated herein by reference to Exhibit No. 10.2 of School Specialty, Inc.s Quarterly
Report on Form 10-Q for the period ended July 28, 2001.                                                    
|              | 
|10.14         |  | Amendment No. 2 to the Receivables Purchase Agreement dated as of July 13, 2001, incorporated herein by reference to Exhibit No. 10.3 of School Specialty, Inc.s Quarterly
Report on Form 10-Q for the period ended July 28, 2001.                                                      
|              | 
|10.15         |  | Amendment No. 3 to the Receivables Purchase Agreement dated as of November 20, 2001, incorporated herein by reference to Exhibit No. 10.1 of School Specialty, Inc.s
Quarterly Report on Form 10-Q for the period ended October 27, 2001.                                               



---

INDEX TO EXHIBITS



|ExhibitNumber |  | Document Description                                                                                                                                                                                                              
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              | 
|10.16         |  | Amendment No. 4 to the Receivables Purchase Agreement dated as of May 2, 2002, incorporated herein by reference to Exhibit 10.12 of School Specialty, Inc.s Annual Report on
Form 10-K for the period ended April 27, 2002.      
|              | 
|10.17         |  | Receivables Sale Agreement dated November 22, 2000, incorporated herein by reference to Exhibit 10.1(b) of School Specialty, Inc.s Quarterly Report on Form 10-Q for the
period ended January 27, 2001.                          
|              | 
|10.18         |  | Amendment No. 1 to the Receivables Sale Agreement dated as of July 13, 2001 and incorporated herein by reference to Exhibit No. 10.1 of School Specialty, Inc.s Quarterly
Report on Form 10-Q for the period ended July 28, 2001.
|              | 
|10.19         |  | Amendment No. 5 to the Receivables Purchase Agreement dated November 19, 2002, incorporated herein by reference to Exhibit 10.4 of School Specialty, Inc.s Quarterly Report
on Form 10-Q for the period ended October 26, 2002.  
|              | 
|10.20         |  | Amendment No. 6 to the Receivables Purchase Agreement dated April 11, 2003, incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.s current report Form
8-K dated May 2, 2003.                               
|              | 
|10.21         |  | Amendment No. 2 to the Receivables Sale Agreement dated April 11, 2003, incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.s current report Form 8-K
dated May 2, 2003.                                   
|              | 
|12.1          |  | Statement Regarding Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                            
|              | 
|16.1          |  | Letter from Arthur Andersen LLP dated June 11, 2002 to the SEC incorporated herein by reference to Exhibit 16.1 of School Specialty, Inc.s current report on Form 8-K dated
June 11, 2002.                                       
|              | 
|21.1          |  | Subsidiaries of School Specialty, Inc.                                                                                                                                                                                            
|              | 
|23.1          |  | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                 
|              | 
|99.1          |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.                                                                               
|              | 
|99.2          |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.                                                                               
|              | 
|99.3          |  | Schedule IIValuation and Qualifying Accounts.                                                                                                                                                                                    
|              | 
|99.4          |  | Forward-Looking Statements                                                                                                                                                                                                        

---

|* |  | Management contract or compensatory plan or arrangement.
|- |  | --------------------------------------------------------