Ohio
|
1-16091
|
34-1730488
|
||
(State
or other
jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
PolyOne
Center, 33587 Walker Road, Avon Lake, Ohio
|
44012
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(Former
name or former address, if changed since last
report.)
|
POLYONE
CORPORATION
|
|
By:
|
/s/
Robert M. Patterson
|
Name:
Robert M. Patterson
|
|
Title:
Senior Vice President and
Chief
Financial Officer
|
Exhibit
|
|
|
No.
|
Description
|
|
99.1
|
Press
release dated August 7, 2008
|
·
|
Net
income exceeds prior year as revenues increase 8.6% to $748.1
million
|
·
|
Specialty
platform operating income increases nearly 70% versus second quarter
2007
results
|
·
|
Company
expects full-year earnings growth versus prior
year
|
·
|
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 PolyOne’s
specialization strategy, operational excellence initiatives, 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
possibility that the degradation in the North American residential
construction market is more severe than
anticipated;
|
·
|
the
timing of plant closings in connection with the recently announced
manufacturing realignment;
|
·
|
separation
and severance amounts that differ from original estimates because
of the
timing of employee terminations;
|
·
|
amounts
for non-cash charges relating to property, plant and equipment that
differ
from the original estimates because of the ultimate fair market value
of
such property, plant and equipment;
|
·
|
amounts
required for capital expenditures at remaining locations changing
based on
the level of expenditures required to shift production
capacity;
|
·
|
PolyOne’s
ability to realize anticipated savings and operational benefits from
its
realigning of assets, including those related to closure of certain
production facilities;
|
·
|
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.
|
2Q08
|
2Q07
|
1Q08
|
||||||||
Operating
results:
|
||||||||||
Sales
|
$
|
748.1
|
$
|
688.8
|
$
|
713.7
|
||||
Operating
income
|
24.0
|
12.4
|
20.1
|
|||||||
Net
income (loss)
|
8.8
|
(5.4
|
)
|
6.5
|
||||||
Earnings
per common share:
|
||||||||||
Basic
and diluted earnings per share
|
$
|
0.09
|
$
|
(0.06
|
)
|
$
|
0.07
|
|||
Total
diluted per share impact of special items (1)
|
(0.03
|
)
|
(0.16
|
)
|
(0.01
|
)
|
||||
Diluted
earnings per share before special items
|
$
|
0.12
|
$
|
0.10
|
$
|
0.08
|
(1) |
“Special
items” is a non-GAAP financial measure. “Special items” includes charges
related to specific strategic initiatives such as: the consolidation
of
operations; restructuring activities, including employee separation
costs
resulting from personnel reduction programs, plant closure and phaseout
costs; executive separation agreements; asset impairments; environmental
remediation costs for facilities no longer owned or closed in prior
years;
gains and losses on the divestiture of joint ventures and equity
investments; and adjustments to reflect a tax benefit on domestic
losses.
Following is a list of “Special items”.
|
Special
items (in
millions, except per share data)
|
2Q08
|
2Q07
|
1Q08
|
|||||||
Employee
separation and plant phaseout costs (a)
|
$
|
(1.5
|
)
|
$
|
(0.7
|
)
|
$
|
─
|
||
Impairment
of former investment in OxyVinyls (b)
|
−
|
(15.9
|
)
|
−
|
||||||
Environmental
remediation costs (c)
|
(2.3
|
)
|
(0.9
|
)
|
(1.6
|
)
|
||||
Impact
on operating income
|
(3.8
|
)
|
(17.5
|
)
|
(1.6
|
)
|
||||
Deferred
note issuance cost write-off
|
−
|
(1.1
|
)
|
−
|
||||||
Premium
on early extinguishment of debt
|
−
|
(5.3
|
)
|
−
|
||||||
Impact
on income before income taxes
|
(3.8
|
)
|
(23.9
|
)
|
(1.6
|
)
|
||||
Income
tax benefit on above items
|
1.3
|
8.6
|
0.6
|
|||||||
Impact
on net income
|
$
|
(2.5
|
)
|
$
|
(15.3
|
)
|
$
|
(1.0
|
)
|
|
Total
diluted per share impact of special items
|
$
|
(0.03
|
)
|
$
|
(0.16
|
)
|
$
|
(0.01
|
)
|
a.
|
Severance,
employee outplacement, external outplacement consulting, lease
termination, facility closing costs and the write-down of the carrying
value of plant and equipment resulting from restructuring initiatives
and
executive separation agreements.
|
b. |
Non-cash
impairment charge to adjust the carrying value of our former equity
investment in OxyVinyls to fair market value.
|
c. |
Environmental
remediation costs for facilities either no longer owned or closed
in prior
years.
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Sales
|
$
|
748.1
|
$
|
688.8
|
$
|
1,461.8
|
$
|
1,346.6
|
|||||
Cost
of sales
|
659.6
|
606.3
|
1,288.4
|
1,180.0
|
|||||||||
Gross
margin
|
88.5
|
82.5
|
173.4
|
166.6
|
|||||||||
Selling
and administrative
|
75.0
|
68.5
|
147.9
|
132.6
|
|||||||||
Income
(loss) from equity affiliates and minority interest
|
10.5
|
(1.6
|
)
|
18.6
|
4.9
|
||||||||
Operating
income
|
24.0
|
12.4
|
44.1
|
38.9
|
|||||||||
Interest
expense
|
(10.7
|
)
|
(16.0
|
)
|
(19.9
|
)
|
(31.3
|
)
|
|||||
Interest
income
|
0.9
|
0.9
|
1.7
|
1.8
|
|||||||||
Premium
on early extinguishment of long-term debt
|
−
|
(5.3
|
)
|
−
|
(5.3
|
)
|
|||||||
Other
expense, net
|
(0.7
|
)
|
(1.8
|
)
|
(2.7
|
)
|
(2.7
|
)
|
|||||
Income
(loss) before income taxes
|
13.5
|
(9.8
|
)
|
23.2
|
1.4
|
||||||||
Income
tax (expense) benefit
|
(4.7
|
)
|
4.4
|
(7.9
|
)
|
0.6
|
|||||||
Net
income (loss)
|
$
|
8.8
|
$
|
(5.4
|
)
|
$
|
15.3
|
$
|
2.0
|
||||
Basic
and diluted earnings (loss) per common share
|
$
|
0.09
|
$
|
(0.06
|
)
|
$
|
0.16
|
$
|
0.02
|
||||
Weighted
average shares used to compute earnings per share:
|
|||||||||||||
Basic
|
93.0
|
92.8
|
93.0
|
92.7
|
|||||||||
Diluted
|
93.8
|
92.8
|
93.5
|
93.0
|
|||||||||
Dividends
declared per share of common stock
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
Equity
earnings (loss) recorded by PolyOne:
|
|||||||||||||
SunBelt
|
$
|
9.4
|
$
|
11.0
|
$
|
16.6
|
$
|
18.0
|
|||||
OxyVinyls
|
–
|
2.2
|
–
|
0.9
|
|||||||||
Impairment
of investment in OxyVinyls
|
–
|
(15.9
|
)
|
–
|
(15.9
|
)
|
|||||||
Other
equity affiliates
|
1.1
|
1.2
|
2.0
|
2.0
|
|||||||||
Minority
interest
|
–
|
(0.1
|
)
|
–
|
(0.1
|
)
|
|||||||
Income
(loss) from equity affiliates and minority interest
|
$
|
10.5
|
$
|
(1.6
|
)
|
$
|
18.6
|
$
|
4.9
|
June
30,
|
December
31,
|
||||||
2008
|
2007
|
||||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
59.8
|
$
|
79.4
|
|||
Accounts
receivable, net
|
423.2
|
340.8
|
|||||
Inventories
|
277.4
|
223.4
|
|||||
Deferred
income tax assets
|
20.4
|
20.4
|
|||||
Other
current assets
|
22.8
|
19.8
|
|||||
Total
current assets
|
803.6
|
683.8
|
|||||
Property,
net
|
467.5
|
449.7
|
|||||
Investment
in equity affiliates
|
30.1
|
19.9
|
|||||
Goodwill
|
333.0
|
288.8
|
|||||
Other
intangible assets, net
|
71.3
|
6.7
|
|||||
Deferred
income tax assets
|
67.6
|
69.9
|
|||||
Other
non-current assets
|
66.1
|
64.2
|
|||||
Total
assets
|
$
|
1,839.2
|
$
|
1,583.0
|
|||
Liabilities
and Shareholders’ Equity
|
|||||||
Current
liabilities:
|
|||||||
Short-term
bank debt
|
$
|
89.8
|
$
|
6.1
|
|||
Accounts
payable
|
339.9
|
250.5
|
|||||
Accrued
expenses
|
99.7
|
94.4
|
|||||
Current
portion of long-term debt
|
12.9
|
22.6
|
|||||
Total
current liabilities
|
542.3
|
373.6
|
|||||
Long-term
debt
|
388.4
|
308.0
|
|||||
Post-retirement
benefits other than pensions
|
79.3
|
81.6
|
|||||
Pension
benefits
|
67.5
|
82.6
|
|||||
Other
non-current liabilities
|
85.8
|
87.8
|
|||||
Total
liabilities
|
1,163.3
|
933.6
|
|||||
Shareholders’
equity
|
675.9
|
649.4
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
1,839.2
|
$
|
1,583.0
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Operating
Activities
|
|||||||||||||
Net
income (loss)
|
$
|
8.8
|
$
|
(5.4
|
)
|
$
|
15.3
|
$
|
2.0
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||||||||
Depreciation
and amortization
|
15.9
|
14.5
|
31.7
|
28.6
|
|||||||||
Charges
for environmental remediation
|
2.3
|
0.9
|
3.9
|
1.9
|
|||||||||
Cash
payments for environmental remediation
|
(2.5
|
)
|
(1.4
|
)
|
(4.8
|
)
|
(2.9
|
)
|
|||||
Deferred
income tax provision (benefit)
|
1.0
|
(6.5
|
)
|
0.4
|
(5.4
|
)
|
|||||||
Premium
on early extinguishment of long term debt
|
–
|
5.3
|
–
|
5.3
|
|||||||||
Stock
compensation expense
|
0.7
|
2.4
|
1.5
|
2.6
|
|||||||||
Companies
carried at equity and minority interest:
|
|||||||||||||
Impairment
of investment in equity affiliate
|
–
|
15.9
|
–
|
15.9
|
|||||||||
Income
from equity affiliates and minority interest
|
(10.5
|
)
|
(14.3
|
)
|
(18.6
|
)
|
(20.8
|
)
|
|||||
Dividends
and distributions received
|
7.4
|
9.6
|
8.3
|
9.8
|
|||||||||
Contributions
to pensions and other post-retirement plans
|
(13.3
|
)
|
(10.9
|
)
|
(20.0
|
)
|
(13.7
|
)
|
|||||
Change
in assets and liabilities:
|
|||||||||||||
Accounts
receivable
|
(27.5
|
)
|
(12.6
|
)
|
(77.1
|
)
|
(70.8
|
)
|
|||||
Inventories
|
(4.8
|
)
|
(12.1
|
)
|
(33.3
|
)
|
(17.0
|
)
|
|||||
Accounts
payable
|
32.7
|
35.7
|
78.3
|
79.8
|
|||||||||
Increase
(decrease) in sale of accounts receivable
|
(72.8
|
)
|
89.2
|
13.8
|
89.2
|
||||||||
Accrued
expenses and other
|
5.2
|
(13.5
|
)
|
0.3
|
(3.9
|
)
|
|||||||
Net
cash (used) provided by operating activities
|
(57.4
|
)
|
96.8
|
(0.3
|
)
|
100.6
|
|||||||
Investing
Activities
|
|||||||||||||
Capital
expenditures
|
(11.5
|
)
|
(14.4
|
)
|
(19.9
|
)
|
(21.9
|
)
|
|||||
Business
acquisitions, net of cash received
|
–
|
–
|
(150.0
|
)
|
–
|
||||||||
Proceeds
from sale of assets
|
–
|
1.2
|
–
|
5.2
|
|||||||||
Net
cash used by investing activities
|
(11.5
|
)
|
(13.2
|
)
|
(169.9
|
)
|
(16.7
|
)
|
|||||
Financing
Activities
|
|||||||||||||
Change
in short-term debt
|
0.7
|
17.4
|
82.6
|
17.5
|
|||||||||
Issuance
of long-term debt, net of debt issuance cost
|
77.8
|
–
|
77.8
|
–
|
|||||||||
Repayment
of long-term debt
|
(10.7
|
)
|
(120.7
|
)
|
(11.4
|
)
|
(121.4
|
)
|
|||||
Premium
on early extinguishment of long-term debt
|
–
|
(5.3
|
)
|
–
|
(5.3
|
)
|
|||||||
Proceeds
from exercise of stock options
|
–
|
0.4
|
–
|
0.7
|
|||||||||
Net
cash provided (used) by financing activities
|
67.8
|
(108.2
|
)
|
149.0
|
(108.5
|
)
|
|||||||
Effect
of exchange rate changes on cash
|
1.7
|
1.5
|
1.6
|
2.4
|
|||||||||
Increase
(decrease) in cash and cash equivalents
|
0.6
|
(23.1
|
)
|
(19.6
|
)
|
(22.2
|
)
|
||||||
Cash
and cash equivalents at beginning of period
|
59.2
|
67.1
|
79.4
|
66.2
|
|||||||||
Cash
and cash equivalents at end of period
|
$
|
59.8
|
$
|
44.0
|
$
|
59.8
|
$
|
44.0
|
2Q08
|
1Q08
|
4Q07
|
3Q07
|
2Q07
|
||||||||||||
Sales:
|
||||||||||||||||
International
Color and Engineered Materials
|
$
|
172.1
|
$
|
165.2
|
$
|
146.9
|
$
|
147.4
|
$
|
150.3
|
||||||
Specialty
Engineered Materials
|
67.3
|
64.5
|
28.7
|
31.8
|
31.4
|
|||||||||||
Specialty
Color, Additives and Inks
|
60.8
|
58.4
|
53.0
|
58.7
|
60.5
|
|||||||||||
Specialty
Platform
|
300.2
|
288.1
|
228.6
|
237.9
|
242.2
|
|||||||||||
Performance
Products and Solutions
|
273.7
|
259.3
|
246.1
|
274.5
|
293.0
|
|||||||||||
PolyOne
Distribution
|
208.2
|
201.1
|
184.0
|
185.8
|
190.1
|
|||||||||||
Corporate
and eliminations
|
(34.0
|
)
|
(34.8
|
)
|
(27.4
|
)
|
(33.4
|
)
|
(36.5
|
)
|
||||||
Sales
|
$
|
748.1
|
$
|
713.7
|
$
|
631.3
|
$
|
664.8
|
$
|
688.8
|
||||||
Gross
margin:
|
||||||||||||||||
International
Color and Engineered Materials
|
$
|
30.7
|
$
|
28.8
|
$
|
23.0
|
$
|
23.9
|
$
|
25.8
|
||||||
Specialty
Engineered Materials
|
12.5
|
11.6
|
2.9
|
3.4
|
3.1
|
|||||||||||
Specialty
Color, Additives and Inks
|
12.4
|
11.2
|
9.5
|
11.2
|
11.3
|
|||||||||||
Specialty
Platform
|
55.6
|
51.6
|
35.4
|
38.5
|
40.2
|
|||||||||||
Performance
Products and Solutions
|
19.0
|
21.0
|
15.6
|
23.9
|
30.9
|
|||||||||||
PolyOne
Distribution
|
18.1
|
17.2
|
15.4
|
14.8
|
15.8
|
|||||||||||
Resin
and Intermediates
|
−
|
−
|
−
|
−
|
(0.2
|
)
|
||||||||||
Corporate
and eliminations
|
(4.2
|
)
|
(4.9
|
)
|
(2.0
|
)
|
(47.2
|
)
|
(4.2
|
)
|
||||||
Gross
margin
|
$
|
88.5
|
$
|
84.9
|
$
|
64.4
|
$
|
30.0
|
$
|
82.5
|
||||||
Operating
income (loss):
|
||||||||||||||||
International
Color and Engineered Materials
|
$
|
10.4
|
$
|
7.8
|
$
|
4.8
|
$
|
6.5
|
$
|
7.8
|
||||||
Specialty
Engineered Materials
|
3.2
|
2.9
|
(1.0
|
)
|
−
|
(0.3
|
)
|
|||||||||
Specialty
Color, Additives and Inks
|
3.5
|
2.8
|
1.3
|
3.2
|
2.6
|
|||||||||||
Specialty
Platform
|
17.1
|
13.5
|
5.1
|
9.7
|
10.1
|
|||||||||||
Performance
Products and Solutions
|
5.3
|
8.3
|
4.3
|
12.6
|
18.6
|
|||||||||||
PolyOne
Distribution
|
7.0
|
5.5
|
5.7
|
5.3
|
6.5
|
|||||||||||
Resin
and Intermediates
|
8.7
|
5.9
|
7.3
|
11.2
|
12.0
|
|||||||||||
Corporate
and eliminations
|
(14.1
|
)
|
(13.1
|
)
|
(3.8
|
)
|
(62.4
|
)
|
(34.8
|
)
|
||||||
Operating
income (loss)
|
$
|
24.0
|
$
|
20.1
|
$
|
18.6
|
$
|
(23.6
|
)
|
$
|
12.4
|
2Q08
|
2Q07
|
1Q08
|
||||||||
Operating
income before special items
|
$
|
27.8
|
$
|
29.9
|
$
|
21.7
|
||||
Special
items in operating income
|
(3.8
|
)
|
(17.5
|
)
|
(1.6
|
)
|
||||
Operating
income
|
$
|
24.0
|
$
|
12.4
|
$
|
20.1
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
||||||||||||
Reconciliation to Condensed Consolidated Statement of Cash Flows
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Net
cash (used) provided by operating activities
|
$
|
(57.4
|
)
|
$
|
96.8
|
$
|
(0.3
|
)
|
$
|
100.6
|
|||
Net
cash used by investing activities
|
(11.5
|
)
|
(13.2
|
)
|
(169.9
|
)
|
(16.7
|
)
|
|||||
Decrease
(increase) in sale of accounts receivable
|
72.8
|
(89.2
|
)
|
(13.8
|
)
|
(89.2
|
)
|
||||||
Premium
on early extinguishment of long-term debt
|
–
|
(5.3
|
)
|
–
|
(5.3
|
)
|
|||||||
Other
financing activities
|
(1.8
|
)
|
(1.2
|
)
|
(3.2
|
)
|
(1.0
|
)
|
|||||
Effect
of exchange rate changes on cash
|
1.7
|
1.5
|
1.6
|
2.4
|
|||||||||
Decrease
(increase) in borrowed debt less cash and cash equivalents
|
3.8
|
(10.6
|
)
|
(185.6
|
)
|
(9.2
|
)
|
||||||
Plus
business acquisitions, net of cash received
|
–
|
–
|
150.0
|
–
|
|||||||||
Less
proceeds from exercise of stock options
|
–
|
(0.4
|
)
|
–
|
(0.7
|
)
|
|||||||
Free
cash flow
|
$
|
3.8
|
$
|
(11.0
|
)
|
$
|
(35.6
|
)
|
$
|
(9.9
|
)
|