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SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2002 -------------- POLYONE CORPORATION ------------------------------------ (Exact name of registrant as specified in charter) Ohio 1-16091 34-1730488 ------ ---------- --------------- (State or other (Commission (I.R.S. jurisdiction of File Number) Employer incorporation) Identification No.) Suite 36-5000, 200 Public Square, Cleveland, Ohio 44114-2304 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (216) 589-4000 -------------- Not Applicable ------------------------------------------------------------------------------ (Former name or former address, if changed since last report.) ITEM 7 (c) FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS Exhibit 99.1 - Conformed Copy of Statement Under Oath of Registrant's Principal Executive Officer, dated August 8, 2002. Exhibit 99.2 - Conformed Copy of Statement Under Oath of Registrant's Principal Financial Officer, dated August 8, 2002. ITEM 9 REGULATION FD DISCLOSURE On August 8, 2002, each of the Principal Executive Officer, Thomas A. Waltermire, and Principal Financial Officer, W. David Wilson, of PolyOne Corporation forwarded to the Securities and Exchange Commission sworn statements pursuant to the Securities and Exchange Commission's Order No. 4-460. A copy of each of these statements is attached hereto as an Exhibit (99.1 and 99.2). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. POLYONE CORPORATION By: /s/ Gregory P. Smith --------------------------------- Gregory P. Smith Controller Dated: August 12, 2002
EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Thomas A. Waltermire, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of PolyOne Corporation, and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with PolyOne Corporation's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the Fiscal Year ended December 31, 2001 of PolyOne Corporation; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of PolyOne Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Thomas A. Waltermire - --------------------------------------------- Thomas A. Waltermire Subscribed and sworn to Chairman of the Board, President before me this 8th day of and Chief Executive Officer August 2002. PolyOne Corporation Dated: August 8, 2002 /s/ Kathleen C. Cornelius ------------------------------- Notary Public, State of Ohio Recorded in Lorain County My Commission Expires: 05-23-07
EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, W. David Wilson, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of PolyOne Corporation, and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with PolyOne Corporation's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the Fiscal Year ended December 31, 2001 of PolyOne Corporation; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of PolyOne Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ W. David Wilson - ------------------------------------------- W. David Wilson Subscribed and sworn to Vice President and Chief Financial Officer before me this 8th day of PolyOne Corporation August 2002. Dated: August 8, 2002 /s/ Kathleen C. Cornelius --------------------------------- Notary Public, State of Ohio Recorded in Lorain County My Commission Expires: 05-23-07