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): July
1, 2008
POLYONE
CORPORATION
(Exact
name of registrant as specified in charter)
|
Ohio
(State
or other
jurisdiction
of
incorporation)
|
1-16091
(Commission
File
Number)
|
34-1730488
(I.R.S.
Employer
Identification
No.)
|
PolyOne
Center, 33587 Walker Road, Avon Lake, Ohio 44012
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (440)
930-1000
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing requirements of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13E-4(c))
Item
2.02. Results of Operations and Financial Condition.
On
July
1, 2008, PolyOne Corporation (the “Company”) issued a press release, which is
furnished as Exhibit 99.1 to this Current Report on Form 8-K, announcing that
it
implemented a change to its management
and segment organization as well as to the presentation of its financial
results. The press release includes attachments that recast certain of the
Company’s historical financial information according to the new
presentation.
This
information shall not be deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to
the liabilities of that section, nor shall it be incorporated by reference
into
a filing under the Securities Act of 1933, or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
99.1 - Press release, dated July 1, 2008.
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 | ||
| |
|
|
| Date: July 2, 2008 | By: | /s/ Robert M. Patterson |
|
Name: Robert M. Patterson |
||
| Title: Senior Vice President and Chief Financial Officer | ||
EXHIBIT
INDEX
| Exhibit No. |
Description
|
| 99.1 | Press release dated July 1, 2008 |
News
Release
PolyOne
Streamlines Organization and
Presentation
of Financial Results
CLEVELAND – July
1, 2008 – PolyOne Corporation (NYSE: POL), a premier provider of specialized
polymer materials, services and solutions, announced on June 30, 2008 the
streamlining of its management and segment organization as well as the
presentation of its financial results.
Producer
Services, which offers compounding expertise and multiple manufacturing
platforms to resin producers and processors, will be combined with Geon
Performance Polymers to form the Performance Products and Solutions operating
segment. This segment will be led by Rob Rosenau, senior vice president and
general manager.
In
addition, North American Color and Additives and Specialty Inks and Polymer
Systems will be combined into a new operating segment named Specialty Color,
Additives and Inks. The newly created segment will be led by John Van Hulle,
vice president and general manager.
The
Company also announced that it has defined gross margin as a line item on the
face of its externally presented financial statements.
“These
changes represent another step in our transformation process and improve
investor transparency,” said Stephen D. Newlin, chairman, president and chief
executive officer. “By streamlining our management structure we are able to more
closely align our reporting organization with our three platforms. We further
believe that investors will welcome the enhanced gross margin and operating
income disclosures that highlight our specialty focus.”
The
Company frequently discusses its businesses in terms of three strategic
platforms – Performance Products and Solutions, PolyOne Distribution and
Specialty. The Performance Products and Solutions and PolyOne Distribution
platforms will also be reportable segments.
The
Specialty platform will consist of three reportable segments – International
Color and Engineered Materials, Specialty Engineered Materials and Specialty
Colors, Additives and Inks.
The
Resin
and Intermediates reportable segment, which consists almost entirely of
PolyOne’s 50 percent equity interest in SunBelt Chlor-Alkali Partnership (and
the Company’s former 24 percent equity interest in Oxy Vinyls LP through its
disposition date of July 6, 2007), will no longer be discussed as part of the
Performance Products and Solutions platform.
The
chart
below illustrates this organization in the context of the Company’s operating
segments and reporting units:
PLATFORMS
-
Operating Segments
o
Reporting Units
PERFORMANCE
PRODUCTS AND SOLUTIONS
-
Performance Products and Solutions
o
Geon
Compounds
o
Specialty Resins
o
Specialty Coatings
o
Producer Services
POLYONE
DISTRIBUTION
-
PolyOne
Distribution
SPECIALTY
-
International Color and Engineered Materials
-
Specialty Engineered Materials
o
North
American Engineered Materials
o
GLS
-
Specialty Color, Additives and Inks
o
North
American Color and Additives
o
Specialty Inks and Polymers
Resin
and
Intermediates will continue to be a reportable segment, but will not be
discussed as part of the Performance Products and Solutions platform.
To
facilitate investor analysis, the Company has included attachments with this
release that recast historical information according to the new
structure.
About
PolyOne
PolyOne
Corporation, with annual revenues of more than $2.7 billion, is a premier
provider of specialized polymer materials, services and solutions. Headquartered
outside of Cleveland, Ohio USA, PolyOne has operations around the world. For
additional information on PolyOne, visit our new website at www.polyone.com.
|
Robert
M. Patterson
|
|
|
Senior
Vice President & Chief Financial Officer
|
|
|
440-930-3302
|
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 and/or sales. In particular, these
include statements relating to future actions; prospective changes in raw
material costs, product pricing or product demand; future performance; results
of current and anticipated market conditions and market strategies; sales
efforts; expenses; the outcome of contingencies such as legal proceedings;
and
financial results, including those of GLS. Factors that could cause actual
results to differ materially include, but are not limited to:
2
|
·
|
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;
|
|
·
|
changes
in polymer consumption growth rates within the U.S., Europe or Asia
or
other countries where PolyOne conducts business;
|
|
·
|
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
PolyOne participates;
|
|
·
|
fluctuations
in raw material prices, quality and supply and in energy prices and
supply, in particular fluctuations outside the normal range of industry
cycles;
|
|
·
|
production
outages or material costs associated with scheduled or unscheduled
maintenance programs;
|
|
·
|
the
cost of compliance with environmental laws and regulations, including
any
increased cost of complying with new or revised laws and
regulations;
|
|
·
|
unanticipated
developments that could occur with respect to contingencies such
as
litigation and environmental matters, including any developments
that
would require any increase in our costs and/or reserves for such
contingencies;
|
|
·
|
an
inability to achieve or delays in achieving or achievement of less
than
the anticipated financial benefit from initiatives related to cost
reductions and employee productivity goals;
|
|
·
|
an
inability to raise or sustain prices for products or
services;
|
|
·
|
an
inability to maintain appropriate relations with unions and employees
in
certain locations in order to avoid business disruptions;
|
|
·
|
any
change in any agreements with product suppliers to PolyOne Distribution
that prohibits PolyOne from continuing to distribute a supplier’s products
to customers;
|
|
·
|
the
ability to successfully integrate GLS;
|
|
·
|
the
ability to successfully integrate Ngai Hing PlastChem,
and
|
|
·
|
other
factors affecting our business beyond our control, including, without
limitation, changes in the general economy, changes in interest rates
and
changes in the rate of inflation.
|
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
reports on Form 10-Q, 8-K and 10-K that we provide to the Securities and
Exchange Commission. You should understand that it is not possible to predict
or
identify all risk factors. Consequently, you should not consider any list to
be
a complete set of all potential risks or uncertainties. (Ref. #32108)
3
Attachment
1
PolyOne
Corporation and Subsidiaries
Consolidated
Statements of Income (Unaudited)
(In
millions, except per share data)
|
1Q08
|
4Q07
|
3Q07
|
2Q07
|
1Q07
|
2007Y
|
||||||||||||||
|
Sales
|
$
|
713.7
|
$
|
631.3
|
$
|
664.8
|
$
|
688.8
|
$
|
657.8
|
$
|
2,642.7
|
|||||||
|
Cost
of sales
|
628.8
|
566.9
|
634.8
|
606.3
|
573.7
|
2,381.7
|
|||||||||||||
|
Gross
margin
|
84.9
|
64.4
|
30.0
|
82.5
|
84.1
|
261.0
|
|||||||||||||
|
Selling
and administrative
|
72.9
|
56.9
|
65.3
|
68.5
|
64.1
|
254.8
|
|||||||||||||
|
Income
(loss) from equity affiliates and minority interest
|
8.1
|
11.1
|
11.7
|
(1.6
|
)
|
6.5
|
27.7
|
||||||||||||
|
Operating
income (loss)
|
20.1
|
18.6
|
(23.6
|
)
|
12.4
|
26.5
|
33.9
|
||||||||||||
|
Interest
expense, net
|
(8.4
|
)
|
(7.1
|
)
|
(10.3
|
)
|
(15.1
|
)
|
(14.4
|
)
|
(46.9
|
)
|
|||||||
|
Premium
on early extinguishment of debt
|
–
|
–
|
(7.5
|
)
|
(5.3
|
)
|
–
|
(12.8
|
)
|
||||||||||
|
Other
expense, net
|
(2.0
|
)
|
(2.1
|
)
|
(1.8
|
)
|
(1.8
|
)
|
(0.9
|
)
|
(6.6
|
)
|
|||||||
|
Income
(loss) before income taxes
|
9.7
|
9.4
|
(43.2
|
)
|
(9.8
|
)
|
11.2
|
(32.4
|
)
|
||||||||||
|
Income
tax benefit (expense)
|
(3.2
|
)
|
(2.3
|
)
|
45.5
|
4.4
|
(3.8
|
)
|
43.8
|
||||||||||
|
Net
income (loss)
|
$
|
6.5
|
$
|
7.1
|
$
|
2.3
|
$
|
(5.4
|
)
|
$
|
7.4
|
$
|
11.4
|
||||||
|
Basic
and diluted earnings per common share:
|
$
|
0.07
|
$
|
0.08
|
$
|
0.02
|
$
|
(0.06
|
)
|
$
|
0.08
|
$
|
0.12
|
||||||
|
Weighted
average shares used to compute earnings per share:
|
|||||||||||||||||||
|
Basic
|
92.9
|
92.9
|
92.8
|
92.8
|
92.6
|
92.8
|
|||||||||||||
|
Diluted
|
93.3
|
93.2
|
93.3
|
92.8
|
93.0
|
93.1
|
|||||||||||||
|
Dividends
declared per share of common stock
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
|||||||
|
4Q06
|
3Q06
|
2Q06
|
1Q06
|
2006Y
|
||||||||||||
|
Sales
|
$
|
595.2
|
$
|
666.2
|
$
|
686.4
|
$
|
674.6
|
$
|
2,622.4
|
||||||
|
Cost
of sales
|
527.6
|
603.6
|
599.5
|
591.2
|
2,321.9
|
|||||||||||
|
Gross
margin
|
67.6
|
62.6
|
86.9
|
83.4
|
300.5
|
|||||||||||
|
Selling
and administrative
|
56.6
|
56.2
|
54.9
|
54.2
|
221.9
|
|||||||||||
|
Income
from equity affiliates and minority interest
|
11.6
|
30.0
|
31.6
|
38.8
|
112.0
|
|||||||||||
|
Operating
income
|
22.6
|
36.4
|
63.6
|
68.0
|
190.6
|
|||||||||||
|
Interest
expense, net
|
(15.9
|
)
|
(15.1
|
)
|
(16.0
|
)
|
(16.1
|
)
|
(63.1
|
)
|
||||||
|
Premium
on early extinguishment of debt
|
(3.2
|
)
|
–
|
(1.2
|
)
|
–
|
(4.4
|
)
|
||||||||
|
Other
expense, net
|
0.1
|
(0.2
|
)
|
(1.5
|
)
|
(1.2
|
)
|
(2.8
|
)
|
|||||||
|
Income
before income taxes and discontinued operations
|
3.6
|
21.1
|
44.9
|
50.7
|
120.3
|
|||||||||||
|
Income
tax benefit (expense)
|
10.9
|
(1.5
|
)
|
(2.4
|
)
|
(1.7
|
)
|
5.3
|
||||||||
|
Income
from continuing operations
|
14.5
|
19.6
|
42.5
|
49.0
|
125.6
|
|||||||||||
|
Loss
from discontinued operations and loss on sale, net of income
taxes
|
(0.6
|
)
|
–
|
–
|
(2.1
|
)
|
(2.7
|
)
|
||||||||
|
Net
income
|
$
|
13.9
|
$
|
19.6
|
$
|
42.5
|
$
|
46.9
|
$
|
122.9
|
||||||
|
Basic
and diluted earnings per common share:
|
||||||||||||||||
|
From
continuing operations
|
$
|
0.16
|
$
|
0.21
|
$
|
0.46
|
$
|
0.53
|
$
|
1.36
|
||||||
|
Net
income
|
$
|
0.15
|
$
|
0.21
|
$
|
0.46
|
$
|
0.51
|
$
|
1.33
|
||||||
|
Weighted
average shares used to compute earnings per share:
|
||||||||||||||||
|
Basic
|
92.5
|
92.5
|
92.4
|
92.1
|
92.4
|
|||||||||||
|
Diluted
|
93.0
|
93.0
|
93.0
|
92.5
|
92.8
|
|||||||||||
|
Dividends
declared per share of common stock
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
||||||
4
Attachment
2
Segment
Information (Unaudited)
(In
millions)
|
1Q08
|
4Q07
|
3Q07
|
2Q07
|
1Q07
|
2007Y
|
||||||||||||||
|
Sales:
|
|||||||||||||||||||
|
International
Color and Engineered Materials
|
$
|
165.2
|
$
|
146.9
|
$
|
147.4
|
$
|
150.3
|
$
|
144.0
|
$
|
588.6
|
|||||||
|
Specialty
Engineered Materials
|
64.5
|
28.7
|
31.8
|
31.4
|
32.4
|
124.3
|
|||||||||||||
|
Specialty
Color, Additives and Inks
|
58.4
|
53.0
|
58.7
|
60.5
|
59.8
|
232.0
|
|||||||||||||
|
Specialty
Platform
|
288.1
|
228.6
|
237.9
|
242.2
|
236.2
|
944.9
|
|||||||||||||
|
Performance
Products and Solutions
|
259.3
|
246.1
|
274.5
|
293.0
|
273.2
|
1,086.8
|
|||||||||||||
|
PolyOne
Distribution
|
201.1
|
184.0
|
185.8
|
190.1
|
184.4
|
744.3
|
|||||||||||||
|
Corporate
and eliminations
|
(34.8
|
)
|
(27.4
|
)
|
(33.4
|
)
|
(36.5
|
)
|
(36.0
|
)
|
(133.3
|
)
|
|||||||
|
Sales
|
$
|
713.7
|
$
|
631.3
|
$
|
664.8
|
$
|
688.8
|
$
|
657.8
|
$
|
2,642.7
|
|||||||
|
Gross
margin:
|
|||||||||||||||||||
|
International
Color and Engineered Materials
|
$
|
28.8
|
$
|
23.0
|
$
|
23.9
|
$
|
25.8
|
$
|
23.2
|
$
|
95.9
|
|||||||
|
Specialty
Engineered Materials
|
11.6
|
2.9
|
3.4
|
3.1
|
2.8
|
12.2
|
|||||||||||||
|
Specialty
Color, Additives and Inks
|
11.2
|
9.5
|
11.2
|
11.3
|
9.3
|
41.3
|
|||||||||||||
|
Specialty
Platform
|
51.6
|
35.4
|
38.5
|
40.2
|
35.3
|
149.4
|
|||||||||||||
|
Performance
Products and Solutions
|
21.0
|
15.6
|
23.9
|
30.9
|
35.1
|
105.5
|
|||||||||||||
|
PolyOne
Distribution
|
17.2
|
15.4
|
14.8
|
15.8
|
14.7
|
60.7
|
|||||||||||||
|
Resin
and Intermediates
|
−
|
−
|
−
|
(0.2
|
)
|
0.8
|
0.6
|
||||||||||||
|
Corporate
and eliminations
|
(4.9
|
)
|
(2.0
|
)
|
(47.2
|
)
|
(4.2
|
)
|
(1.8
|
)
|
(55.2
|
)
|
|||||||
|
Gross
margin
|
$
|
84.9
|
$
|
64.4
|
$
|
30.0
|
$
|
82.5
|
$
|
84.1
|
$
|
261.0
|
|||||||
|
Operating
income (loss):
|
|||||||||||||||||||
|
International
Color and Engineered Materials
|
$
|
7.8
|
$
|
4.8
|
$
|
6.5
|
$
|
7.8
|
$
|
6.0
|
$
|
25.1
|
|||||||
|
Specialty
Engineered Materials
|
2.9
|
(1.0
|
)
|
−
|
(0.3
|
)
|
(0.9
|
)
|
(2.2
|
)
|
|||||||||
|
Specialty
Color, Additives and Inks
|
2.8
|
1.3
|
3.2
|
2.6
|
(0.1
|
)
|
7.0
|
||||||||||||
|
Specialty
Platform
|
13.5
|
5.1
|
9.7
|
10.1
|
5.0
|
29.9
|
|||||||||||||
|
Performance
Products and Solutions
|
8.3
|
4.3
|
12.6
|
18.6
|
22.0
|
57.5
|
|||||||||||||
|
PolyOne
Distribution
|
5.5
|
5.7
|
5.3
|
6.5
|
4.6
|
22.1
|
|||||||||||||
|
Resin
and Intermediates
|
5.9
|
8.4
|
11.2
|
10.9
|
4.3
|
34.8
|
|||||||||||||
|
Corporate
and eliminations
|
(13.1
|
)
|
(4.9
|
)
|
(62.4
|
)
|
(33.7
|
)
|
(9.4
|
)
|
(110.4
|
)
|
|||||||
|
Operating
income (loss)
|
$
|
20.1
|
$
|
18.6
|
$
|
(23.6
|
)
|
$
|
12.4
|
$
|
26.5
|
$
|
33.9
|
||||||
5
Attachment
3
Segment
Information Operations (Unaudited)
(In
millions)
|
4Q06
|
3Q06
|
2Q06
|
1Q06
|
2006Y
|
||||||||||||
|
Sales:
|
||||||||||||||||
|
International
Color and Engineered Materials
|
$
|
129.2
|
$
|
130.6
|
$
|
129.6
|
$
|
121.3
|
$
|
510.7
|
||||||
|
Specialty
Engineered Materials
|
25.4
|
29.1
|
29.9
|
28.9
|
113.3
|
|||||||||||
|
Specialty
Color, Additives and Inks
|
55.7
|
64.2
|
67.4
|
65.8
|
253.1
|
|||||||||||
|
Specialty
Platform
|
210.3
|
223.9
|
226.9
|
216.0
|
877.1
|
|||||||||||
|
Performance
Products and Solutions
|
249.4
|
301.2
|
311.7
|
303.9
|
1,166.2
|
|||||||||||
|
PolyOne
Distribution
|
166.9
|
182.1
|
189.7
|
194.1
|
732.8
|
|||||||||||
|
Corporate
and eliminations
|
(31.4
|
)
|
(41.0
|
)
|
(41.9
|
)
|
(39.4
|
)
|
(153.7
|
)
|
||||||
|
Sales
|
$
|
595.2
|
$
|
666.2
|
$
|
686.4
|
$
|
674.6
|
$
|
2,622.4
|
||||||
|
Gross
margin:
|
||||||||||||||||
|
International
Color and Engineered Materials
|
$
|
20.0
|
$
|
21.0
|
$
|
22.1
|
$
|
20.8
|
$
|
83.9
|
||||||
|
Specialty
Engineered Materials
|
1.8
|
3.1
|
3.6
|
2.2
|
10.7
|
|||||||||||
|
Specialty
Color, Additives and Inks
|
6.4
|
7.7
|
8.4
|
9.4
|
31.9
|
|||||||||||
|
Specialty
Platform
|
28.2
|
31.8
|
34.1
|
32.4
|
126.5
|
|||||||||||
|
Performance
Products and Solutions
|
26.7
|
26.4
|
37.8
|
33.2
|
124.1
|
|||||||||||
|
PolyOne
Distribution
|
12.4
|
14.3
|
15.0
|
15.9
|
57.6
|
|||||||||||
|
Resin
and Intermediates
|
0.1
|
0.3
|
(0.4
|
)
|
−
|
−
|
||||||||||
|
Corporate
and eliminations
|
0.2
|
(10.2
|
)
|
0.4
|
1.9
|
(7.7
|
)
|
|||||||||
|
Gross
margin
|
$
|
67.6
|
$
|
62.6
|
$
|
86.9
|
$
|
83.4
|
$
|
300.5
|
||||||
|
Operating
income (loss):
|
||||||||||||||||
|
International
Color and Engineered Materials
|
$
|
3.4
|
$
|
5.2
|
$
|
6.4
|
$
|
5.6
|
$
|
20.6
|
||||||
|
Specialty
Engineered Materials
|
(1.8
|
)
|
(0.1
|
)
|
0.4
|
(0.9
|
)
|
(2.4
|
)
|
|||||||
|
Specialty
Color, Additives and Inks
|
(3.0
|
)
|
(2.0
|
)
|
0.1
|
0.8
|
(4.1
|
)
|
||||||||
|
Specialty
Platform
|
(1.4
|
)
|
3.1
|
6.9
|
5.5
|
14.1
|
||||||||||
|
Performance
Products and Solutions
|
13.0
|
14.0
|
24.9
|
21.5
|
73.4
|
|||||||||||
|
PolyOne
Distribution
|
3.6
|
4.3
|
5.1
|
6.2
|
19.2
|
|||||||||||
|
Resin
and Intermediates
|
9.7
|
27.9
|
29.0
|
36.3
|
102.9
|
|||||||||||
|
Corporate
and eliminations
|
(2.3
|
)
|
(12.9
|
)
|
(2.3
|
)
|
(1.5
|
)
|
(19.0
|
)
|
||||||
|
Operating
income
|
$
|
22.6
|
$
|
36.4
|
$
|
63.6
|
$
|
68.0
|
$
|
190.6
|
||||||
6