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): May 6, 2003 ----------- POLYONE CORPORATION -------------------------------------------------- (Exact name of registrant as specified in charter) Ohio 1-16091 34-1730488 - ------------------------------ ------------ ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File Number) 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 5 OTHER EVENTS On May 6, 2003, the Registrant issued a press release, filed herewith as Exhibit 99.1, announcing the completion of the debt refinancing that had been initiated in April 2003. ITEM 7(c) FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 - Press release dated May 6, 2003. 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/ Richard E. Hahn ------------------------------------ Richard E. Hahn Assistant Secretary Dated: May 7, 2003
Exhibit 99.1 [POLYONE LOGO] N E W S R E L E A S E FOR IMMEDIATE RELEASE POLYONE ANNOUNCES COMPLETION OF DEBT REFINANCING CLEVELAND - May 6, 2002 - PolyOne Corporation (NYSE: POL), a leading global polymer services company, announced today that it has completed a debt refinancing plan initiated in early April. The refinancing will provide the necessary liquidity to repay $87.8 million of senior debt that matures in September 2003, as well as to support normal operations and fund previously announced restructuring initiatives intended to improve earnings. "With these actions, we have now laid to rest any concern about PolyOne's liquidity," said Thomas A. Waltermire, chairman and chief executive officer. "The refinancing has placed this company on solid financial footing well into the future. Even if the economic recovery continues to lag, we have gained both short- and long-term flexibility." In addition to the recent issuance of $300 million in new long-term debt, the refinancing includes a revised, three-year, $50 million secured revolving credit facility and a new, three-year, $225 million accounts receivable sale facility. These new facilities will be used to retire the September maturity, along with PolyOne's existing revolver and receivables sale facility. The new receivables sale facility will exclude any debt ratings trigger, which exists in the current facility. ABOUT POLYONE PolyOne Corporation, with 2002 revenues of $2.5 billion, is an international polymer services company with operations in thermoplastic compounds, specialty resins, specialty polymer formulations, engineered films, color and additive systems, elastomer compounding and thermoplastic resin distribution. Headquartered in Cleveland, Ohio, PolyOne has employees at manufacturing sites in North America, Europe, Asia, and Australia, and joint ventures in North America, South America, Europe, Asia and Australia. Information on the Company's products and services can be found at www.polyone.com. PolyOne Investor & Media Contact: Dennis A. Cocco Vice President, Investor Relations & Communications 216.589.4018 dennis.cocco@polyone.com 1
FORWARD-LOOKING STATEMENTS In this press release, statements that are not reported financial results or other historical information are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. They are based on management's expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions; prospective changes in raw material costs, product pricing or product demand; future performance or results of current and anticipated market conditions and market strategies; sales efforts; expenses; the outcome of contingencies such as legal proceedings; and financial results. Factors that could cause actual results to differ materially include, but are not limited to: (1) an inability to achieve or delays in achieving estimated and actual savings related to restructuring programs; (2) delays in achieving or inability to achieve the Company's strategic value capture initiatives, including cost reduction and employee productivity goals, or achievement of less than the anticipated financial benefit from the initiatives; (3) the effect on foreign operations of currency fluctuations, tariffs, nationalization, exchange controls, limitations on foreign investment in local businesses and other political, economic and regulatory risks; (4) changes in U.S., regional or world polymer and/or rubber consumption growth rates affecting the Company's markets; (5) changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online in the polyvinyl chloride (PVC), chlor-alkali, vinyl chloride monomer (VCM) or other industries in which the Company participates; (6) fluctuations in raw material prices, quality and supply and in energy prices and supply, in particular fluctuations outside the normal range of industry cycles; (7) production outages or material costs associated with scheduled or unscheduled maintenance programs; (8) costs or difficulties and delays related to the operation of joint venture entities; (9) lack of day-to-day operating control, including procurement of raw materials, of equity or joint venture affiliates; (10) partial control over investment decisions and dividend distribution policy of the OxyVinyls partnership and other minority equity holdings of the Company; (11) an inability to launch new products and/or services that strategically fit the Company's businesses; (12) the possibility of goodwill impairment; (13) an inability to maintain any required licenses or permits; (14) an inability to comply with any environmental laws and regulations; (15) a delay or inability to achieve targeted debt levels through divestitures or other means; (16) a delay or inability to replace the Company's current receivables sale facility by June 30, 2003; and (17) a delay or an inability to complete a new long-term debt refinancing. We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-Q, 8-K and 10-K reports to the Securities and Exchange Commission. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. (Ref. #403) ### 2