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|
ý
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Ohio
|
34-1730488
|
(State or other jurisdiction
|
(I.R.S. Employer Identification No.)
|
of incorporation or organization)
|
|
|
|
33587 Walker Road, Avon Lake, Ohio
|
44012
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
£
|
Smaller reporting company
|
¨
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
Adjusted 2012
|
||||
Sales
|
$
|
801.1
|
|
|
$
|
745.5
|
|
Cost of sales
|
638.8
|
|
|
613.2
|
|
||
Gross margin
|
162.3
|
|
|
132.3
|
|
||
Selling and administrative expense
|
121.9
|
|
|
95.3
|
|
||
Income related to previously owned equity affiliates
|
0.1
|
|
|
0.4
|
|
||
Operating income
|
40.5
|
|
|
37.4
|
|
||
Interest expense, net
|
(15.6
|
)
|
|
(12.3
|
)
|
||
Premium on early extinguishment of debt
|
(10.6
|
)
|
|
—
|
|
||
Other income (expense), net
|
1.4
|
|
|
(1.3
|
)
|
||
Income from continuing operations before income taxes
|
15.7
|
|
|
23.8
|
|
||
Income tax expense
|
(4.7
|
)
|
|
(8.5
|
)
|
||
Net income from continuing operations
|
11.0
|
|
|
15.3
|
|
||
Income from discontinued operations, net of income taxes
|
4.1
|
|
|
4.9
|
|
||
Net income
|
$
|
15.1
|
|
|
$
|
20.2
|
|
Net loss attributable to noncontrolling interests
|
0.2
|
|
|
—
|
|
||
Net income attributable to PolyOne common shareholders
|
$
|
15.3
|
|
|
$
|
20.2
|
|
|
|
|
|
||||
Earnings per common share attributable to PolyOne common shareholders - Basic:
|
|||||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.17
|
|
Discontinued operations
|
0.05
|
|
|
0.06
|
|
||
Total
|
$
|
0.17
|
|
|
$
|
0.23
|
|
Earnings per common share attributable to PolyOne common shareholders - Diluted:
|
|
|
|
||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.17
|
|
Discontinued operations
|
0.04
|
|
|
0.05
|
|
||
Total
|
$
|
0.16
|
|
|
$
|
0.22
|
|
|
|
|
|
||||
Weighted-average shares used to compute earnings per share:
|
|
|
|
||||
Basic
|
91.7
|
|
|
89.1
|
|
||
Diluted
|
92.8
|
|
|
90.7
|
|
||
|
|
|
|
||||
Cash dividends declared per share of common stock
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Net income
|
$
|
15.1
|
|
|
$
|
20.2
|
|
Other comprehensive income
|
|
|
|
||||
Translation adjustment
|
(6.0
|
)
|
|
7.5
|
|
||
Amortization of prior service credits, net of tax
|
—
|
|
|
(2.8
|
)
|
||
Total comprehensive income
|
9.1
|
|
|
24.9
|
|
||
Comprehensive loss attributable to noncontrolling interests
|
0.2
|
|
|
—
|
|
||
Comprehensive income attributable to PolyOne common shareholders
|
$
|
9.3
|
|
|
$
|
24.9
|
|
|
March 31,
2013 |
|
Adjusted December 31, 2012
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
168.9
|
|
|
$
|
210.0
|
|
Accounts receivable, net
|
526.1
|
|
|
313.9
|
|
||
Inventories, net
|
353.5
|
|
|
244.4
|
|
||
Assets held-for-sale
|
42.0
|
|
|
39.3
|
|
||
Other current assets
|
80.3
|
|
|
81.1
|
|
||
Total current assets
|
1,170.8
|
|
|
888.7
|
|
||
Property, net
|
671.6
|
|
|
385.8
|
|
||
Goodwill
|
544.0
|
|
|
405.5
|
|
||
Intangible assets, net
|
381.0
|
|
|
340.0
|
|
||
Other non-current assets
|
136.1
|
|
|
108.0
|
|
||
Total assets
|
$
|
2,903.5
|
|
|
$
|
2,128.0
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term and current portion of long-term debt
|
$
|
7.9
|
|
|
$
|
3.8
|
|
Accounts payable
|
443.7
|
|
|
296.1
|
|
||
Liabilities held-for-sale
|
18.6
|
|
|
18.0
|
|
||
Accrued expenses
|
134.3
|
|
|
141.9
|
|
||
Total current liabilities
|
604.5
|
|
|
459.8
|
|
||
Non-current liabilities:
|
|
|
|
||||
Long-term debt
|
1,047.6
|
|
|
703.1
|
|
||
Post-retirement benefits other than pensions
|
16.3
|
|
|
16.9
|
|
||
Pension benefits
|
128.6
|
|
|
182.8
|
|
||
Other non-current liabilities
|
232.6
|
|
|
134.0
|
|
||
Total non-current liabilities
|
1,425.1
|
|
|
1,036.8
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
PolyOne shareholders’ equity
|
871.8
|
|
|
629.1
|
|
||
Noncontrolling interests
|
2.1
|
|
|
2.3
|
|
||
Total equity
|
873.9
|
|
|
631.4
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,903.5
|
|
|
$
|
2,128.0
|
|
|
Three Months Ended March 31,
|
||||||
|
2013
|
|
2012
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
15.1
|
|
|
$
|
20.2
|
|
Adjustments to reconcile net income to net cash used by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
19.9
|
|
|
17.7
|
|
||
Debt extinguishment costs
|
10.6
|
|
|
—
|
|
||
Provision for doubtful accounts
|
—
|
|
|
0.6
|
|
||
Stock compensation expense
|
7.0
|
|
|
2.0
|
|
||
Change in assets and liabilities, net of effect of acquisitions:
|
|
|
|
||||
Increase in accounts receivable
|
(76.2
|
)
|
|
(80.2
|
)
|
||
Decrease (increase) in inventories
|
11.4
|
|
|
(7.5
|
)
|
||
Increase in accounts payable
|
49.2
|
|
|
61.0
|
|
||
Decrease in pensions and other post-retirement benefits
|
(54.7
|
)
|
|
(5.5
|
)
|
||
Decrease in accrued expenses and other
|
(73.8
|
)
|
|
(28.4
|
)
|
||
Net cash used by operating activities
|
(91.5
|
)
|
|
(20.1
|
)
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(12.9
|
)
|
|
(7.9
|
)
|
||
Business acquisitions, net of cash acquired
|
(259.9
|
)
|
|
—
|
|
||
Proceeds from sale of equity affiliate and other assets
|
24.1
|
|
|
18.9
|
|
||
Net cash (used) provided by investing activities
|
(248.7
|
)
|
|
11.0
|
|
||
Financing Activities
|
|
|
|
||||
Repayment of long-term debt
|
(297.0
|
)
|
|
(0.8
|
)
|
||
Proceeds from long-term debt
|
600.0
|
|
|
—
|
|
||
Debt financing costs
|
(13.0
|
)
|
|
—
|
|
||
Borrowings under credit facilities
|
41.7
|
|
|
—
|
|
||
Repayments under credit facilities
|
(10.0
|
)
|
|
—
|
|
||
Purchase of common shares for treasury
|
(20.8
|
)
|
|
(1.4
|
)
|
||
Exercise of stock options and awards
|
2.9
|
|
|
5.7
|
|
||
Cash dividends paid
|
(4.5
|
)
|
|
(3.6
|
)
|
||
Proceeds from noncontrolling interests
|
—
|
|
|
2.4
|
|
||
Net cash provided by financing activities
|
299.3
|
|
|
2.3
|
|
||
Effect of exchange rate changes on cash
|
(0.2
|
)
|
|
1.2
|
|
||
Decrease in cash and cash equivalents
|
(41.1
|
)
|
|
(5.6
|
)
|
||
Cash and cash equivalents at beginning of period
|
210.0
|
|
|
191.9
|
|
||
Cash and cash equivalents at end of period
|
$
|
168.9
|
|
|
$
|
186.3
|
|
(In millions, except stock price and share data)
|
|
||
Spartech shares outstanding
|
31.2
|
|
|
Spartech restricted stock units
|
0.2
|
|
|
Spartech shares to be converted
|
31.4
|
|
|
Exchange ratio
|
0.3167
|
|
|
PolyOne shares issued
|
10.0
|
|
|
PolyOne closing stock price on March 13, 2013
|
$
|
25.05
|
|
Total value of PolyOne shares issued
|
$
|
249.4
|
|
Cash consideration transferred to Spartech shareholders
|
83.9
|
|
|
Fair value of Spartech equity awards, net of deferred tax benefits
(1)
|
2.4
|
|
|
Total consideration transferred to Spartech equity holders
|
335.7
|
|
|
Spartech revolving credit facilities repaid at close
(2)
|
77.2
|
|
|
Spartech senior notes repaid at close (including make-whole provisions and interest payable)
(2)
|
102.3
|
|
|
Total consideration transferred to debt and equity holders
|
515.2
|
|
|
Cash acquired
|
(4.1
|
)
|
|
Total consideration transferred to debt and equity holders, net of cash acquired
|
$
|
511.1
|
|
(In millions)
|
Initial Allocation
|
||
Accounts receivable, net
|
$
|
138.5
|
|
Inventories, net
|
121.3
|
|
|
Other current assets
|
19.7
|
|
|
Property, net
|
291.4
|
|
|
Other non-current assets
|
21.2
|
|
|
Intangible assets, net
|
45.2
|
|
|
Goodwill
|
136.6
|
|
|
Total assets acquired
|
773.9
|
|
|
Short-term and current portion of long-term debt
|
0.5
|
|
|
Accounts payable
|
104.7
|
|
|
Accrued expenses
|
41.8
|
|
|
Long-term debt
|
11.0
|
|
|
Other non-current liabilities
|
104.8
|
|
|
Total liabilities assumed
|
262.8
|
|
|
Net assets acquired
|
$
|
511.1
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Sales
|
$
|
1,019.1
|
|
|
$
|
1,026.2
|
|
Net income attributable to PolyOne common shareholders
|
$
|
14.0
|
|
|
$
|
12.8
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Sales
|
$
|
32.4
|
|
|
$
|
35.5
|
|
Income before income taxes
|
6.5
|
|
|
7.6
|
|
||
Income tax expense
|
(2.4
|
)
|
|
(2.7
|
)
|
||
Net income
|
$
|
4.1
|
|
|
$
|
4.9
|
|
(In millions)
|
March 31, 2013
|
|
December 31, 2012
|
||||
Assets:
|
|
|
|
||||
Accounts receivable, net
|
$
|
12.9
|
|
|
$
|
8.8
|
|
Inventories, net
|
7.2
|
|
|
8.2
|
|
||
Property, net
|
20.8
|
|
|
21.7
|
|
||
Other assets
|
1.1
|
|
|
0.6
|
|
||
Assets held-for-sale
|
42.0
|
|
|
39.3
|
|
||
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable
|
17.4
|
|
|
15.8
|
|
||
Accrued expenses
|
1.2
|
|
|
2.2
|
|
||
Liabilities held-for-sale
|
$
|
18.6
|
|
|
$
|
18.0
|
|
(In millions)
|
Global Specialty
Engineered Materials |
|
Global Color,
Additives and Inks |
|
Designed Structures and Solutions
|
|
Performance
Products and Solutions |
|
PolyOne
Distribution |
|
Total
|
||||||||||||
Balance December 31, 2011
|
$
|
89.2
|
|
|
$
|
297.3
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
1.6
|
|
|
$
|
395.5
|
|
Acquisitions of businesses
|
10.0
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
||||||
Currency translation
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||
Balance December 31, 2012
|
98.6
|
|
|
297.9
|
|
|
—
|
|
|
7.4
|
|
|
1.6
|
|
|
405.5
|
|
||||||
Acquisitions of businesses
|
2.4
|
|
|
14.5
|
|
|
121.5
|
|
|
—
|
|
|
—
|
|
|
138.4
|
|
||||||
Currency translation
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Balance March 31, 2013
|
$
|
101.1
|
|
|
$
|
312.4
|
|
|
$
|
121.5
|
|
|
$
|
7.4
|
|
|
$
|
1.6
|
|
|
$
|
544.0
|
|
|
As of March 31, 2013
|
||||||||||||||
(In millions)
|
Acquisition
Cost |
|
Accumulated
Amortization |
|
Currency
Translation |
|
Net
|
||||||||
Customer relationships
|
$
|
191.0
|
|
|
$
|
(27.7
|
)
|
|
$
|
0.5
|
|
|
$
|
163.8
|
|
Sales contracts
|
11.4
|
|
|
(10.8
|
)
|
|
—
|
|
|
0.6
|
|
||||
Patents, technology and other
|
116.0
|
|
|
(11.7
|
)
|
|
0.1
|
|
|
104.4
|
|
||||
Indefinite-lived trade names
|
96.3
|
|
|
—
|
|
|
—
|
|
|
96.3
|
|
||||
In-process research and development
|
15.9
|
|
|
|
|
|
—
|
|
|
15.9
|
|
||||
Total
|
$
|
430.6
|
|
|
$
|
(50.2
|
)
|
|
$
|
0.6
|
|
|
$
|
381.0
|
|
|
As of December 31, 2012
|
||||||||||||||
(In millions)
|
Acquisition
Cost |
|
Accumulated
Amortization |
|
Currency
Translation |
|
Net
|
||||||||
Customer relationships
|
$
|
173.1
|
|
|
$
|
(25.7
|
)
|
|
$
|
0.5
|
|
|
$
|
147.9
|
|
Sales contracts
|
11.4
|
|
|
(10.8
|
)
|
|
—
|
|
|
0.6
|
|
||||
Patents, technology and other
|
89.3
|
|
|
(10.1
|
)
|
|
0.1
|
|
|
79.3
|
|
||||
Indefinite-lived trade names
|
96.3
|
|
|
—
|
|
|
—
|
|
|
96.3
|
|
||||
In-process research and development
|
15.9
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
||||
Total
|
$
|
386.0
|
|
|
$
|
(46.6
|
)
|
|
$
|
0.6
|
|
|
$
|
340.0
|
|
(In millions)
|
Fair Value
|
Useful Life
|
Valuation Method
|
||
Technology
|
27.3
|
|
7 years
|
Relief-from royalty
|
|
Customer Relationships
|
17.9
|
|
20 years
|
Multi-period excess earnings
|
|
|
$
|
45.2
|
|
|
|
(In millions)
|
March 31, 2013
|
|
Adjusted December 31, 2012
|
||||
At FIFO cost:
|
|
|
|
||||
Finished products
|
$
|
203.9
|
|
|
$
|
162.3
|
|
Work in process
|
3.9
|
|
|
2.4
|
|
||
Raw materials and supplies
|
145.7
|
|
|
79.7
|
|
||
Inventories, net
|
$
|
353.5
|
|
|
$
|
244.4
|
|
(In millions)
|
March 31, 2013
|
|
Adjusted December 31, 2012
|
||||
Land and land improvements
|
$
|
46.8
|
|
|
$
|
34.7
|
|
Buildings
|
298.6
|
|
|
241.4
|
|
||
Machinery and equipment
|
1,071.3
|
|
|
844.5
|
|
||
Property, gross
|
1,416.7
|
|
|
1,120.6
|
|
||
Less accumulated depreciation and amortization
|
(745.1
|
)
|
|
(734.8
|
)
|
||
Property, net
|
$
|
671.6
|
|
|
$
|
385.8
|
|
|
Three Months Ended March 31,
|
||||
(In millions)
|
2013
|
|
2012
|
||
Weighted-average shares outstanding – basic
|
91.7
|
|
|
89.1
|
|
Plus dilutive impact of stock options and awards
|
1.1
|
|
|
1.6
|
|
Weighted-average shares – diluted
|
92.8
|
|
|
90.7
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Service cost
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Interest cost
|
5.9
|
|
|
6.7
|
|
||
Expected return on plan assets
|
(9.3
|
)
|
|
(6.9
|
)
|
||
Net periodic benefit (gains) costs
|
$
|
(3.0
|
)
|
|
$
|
0.2
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Interest cost
|
$
|
0.2
|
|
|
$
|
0.3
|
|
Amortization of prior service costs
|
—
|
|
|
(4.4
|
)
|
||
Net periodic benefit costs (gains)
|
$
|
0.2
|
|
|
$
|
(4.1
|
)
|
(Dollars in millions)
|
March 31, 2013
|
|
December 31, 2012
(1)
|
||||
7.500% debentures due 2015
|
$
|
50.0
|
|
|
$
|
50.0
|
|
Senior secured term loan due 2017
|
—
|
|
|
294.5
|
|
||
Revolving credit facility due 2018
|
25.0
|
|
|
—
|
|
||
7.375% senior notes due 2020
|
360.0
|
|
|
360.0
|
|
||
5.250% senior notes due 2023
|
600.0
|
|
|
—
|
|
||
Other debt
|
20.5
|
|
|
2.4
|
|
||
Total long-term debt
|
1,055.5
|
|
|
706.9
|
|
||
Less current portion
|
7.9
|
|
|
3.8
|
|
||
Total long-term debt, net of current portion
|
$
|
1,047.6
|
|
|
$
|
703.1
|
|
(1)
|
Book values include unamortized discounts, as applicable.
|
|
Three Months Ended March 31, 2013
|
|
Three Months Ended March 31, 2012
|
||||||||||||||||||||
(In millions)
|
Sales to
External Customers |
|
Total
Sales |
|
Operating
Income |
|
Sales to
External Customers |
|
Total Sales
|
|
Operating
Income |
||||||||||||
Global Specialty Engineered Materials
|
$
|
148.5
|
|
|
$
|
159.8
|
|
|
$
|
16.2
|
|
|
$
|
132.2
|
|
|
$
|
142.0
|
|
|
$
|
11.8
|
|
Global Color, Additives and Inks
|
204.6
|
|
|
205.3
|
|
|
24.1
|
|
|
201.5
|
|
|
202.4
|
|
|
19.6
|
|
||||||
Designed Structures and Solutions
|
41.5
|
|
|
41.5
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Performance Products and Solutions
|
140.5
|
|
|
159.7
|
|
|
13.0
|
|
|
150.2
|
|
|
168.5
|
|
|
8.5
|
|
||||||
PolyOne Distribution
|
266.0
|
|
|
268.0
|
|
|
16.2
|
|
|
261.6
|
|
|
263.0
|
|
|
16.7
|
|
||||||
Corporate and eliminations
|
—
|
|
|
(33.2
|
)
|
|
(30.9
|
)
|
|
—
|
|
|
(30.4
|
)
|
|
(19.2
|
)
|
||||||
Total
|
$
|
801.1
|
|
|
$
|
801.1
|
|
|
$
|
40.5
|
|
|
$
|
745.5
|
|
|
$
|
745.5
|
|
|
$
|
37.4
|
|
|
Total Assets
|
||||||
(In millions)
|
March 31, 2013
|
|
December 31, 2012
|
||||
Global Specialty Engineered Materials
|
$
|
493.9
|
|
|
$
|
396.6
|
|
Global Color, Additives and Inks
|
992.4
|
|
|
901.7
|
|
||
Designed Structures and Solutions
|
595.2
|
|
|
—
|
|
||
Performance Products and Solutions
|
217.3
|
|
|
205.4
|
|
||
PolyOne Distribution
|
221.1
|
|
|
212.9
|
|
||
Corporate and eliminations
|
383.6
|
|
|
411.4
|
|
||
Total Assets
|
$
|
2,903.5
|
|
|
$
|
2,128.0
|
|
|
March 31, 2013
|
||||||||||||||
(In millions)
|
Total
|
|
Quoted prices
in active markets for identical assets (Level 1) |
|
Other
observable inputs (Level 2) |
|
Unobservable
inputs (Level 3) |
||||||||
Cash and cash equivalents
|
$
|
168.9
|
|
|
$
|
168.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency options
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
December 31, 2012
|
||||||||||||||
(In millions)
|
Total
|
|
Quoted prices
in active markets for identical assets (Level 1) |
|
Other
observable inputs (Level 2) |
|
Unobservable
inputs (Level 3) |
||||||||
Cash and cash equivalents
|
$
|
210.0
|
|
|
$
|
210.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency options
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
March 31, 2013
|
||||||
(In millions)
|
Notional
|
|
Other current assets
|
||||
Foreign currency options
|
$
|
23.6
|
|
|
$
|
0.6
|
|
Foreign currency forwards
|
13.9
|
|
|
—
|
|
||
Total
|
|
|
$
|
0.6
|
|
|
December 31, 2012
|
||||||
(In millions)
|
Notional
|
|
Other current assets
|
||||
Foreign currency options
|
$
|
31.2
|
|
|
$
|
0.6
|
|
Foreign currency forwards
|
$
|
13.8
|
|
|
$
|
—
|
|
Total
|
|
|
0.6
|
|
|
Three Months Ended March 31,
|
|
|
||||||
(In millions)
|
2013
|
|
2012
|
|
Location
|
||||
Foreign currency options - gains
|
$
|
0.1
|
|
|
$
|
0.6
|
|
|
Selling and administrative expense
|
Foreign currency forwards - gains
|
0.4
|
|
|
0.5
|
|
|
Other income (expense), net
|
(In millions)
|
PolyOne
Shareholders' Equity |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||
Balance December 31, 2012
|
$
|
629.1
|
|
|
$
|
2.3
|
|
|
$
|
631.4
|
|
Net income (loss)
|
15.3
|
|
|
(0.2
|
)
|
|
15.1
|
|
|||
Other comprehensive income
|
|
|
|
|
|
||||||
Translation adjustment
|
(6.0
|
)
|
|
—
|
|
|
(6.0
|
)
|
|||
Total comprehensive income
|
9.3
|
|
|
(0.2
|
)
|
|
9.1
|
|
|||
Cash dividend declared
|
(5.4
|
)
|
|
—
|
|
|
(5.4
|
)
|
|||
Issuance of common shares in connection to the Spartech acquisition
|
253.3
|
|
|
—
|
|
|
253.3
|
|
|||
Repurchase of common shares
|
(20.8
|
)
|
|
—
|
|
|
(20.8
|
)
|
|||
Stock incentive plan activity
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|||
Proceeds received from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance March 31, 2013
|
$
|
871.8
|
|
|
$
|
2.1
|
|
|
$
|
873.9
|
|
|
|
|
|
|
|
||||||
Balance December 31, 2011
|
$
|
588.3
|
|
|
$
|
—
|
|
|
$
|
588.3
|
|
Net income
|
20.2
|
|
|
—
|
|
|
20.2
|
|
|||
Other comprehensive income
|
|
|
|
|
|
|
|||||
Translation adjustment
|
7.5
|
|
|
—
|
|
|
7.5
|
|
|||
Amortization of prior service credits, net of $1.6 tax
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||
Total comprehensive income
|
24.9
|
|
|
—
|
|
|
24.9
|
|
|||
Cash dividend declared
|
(4.5
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||
Repurchase of common shares
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||
Stock incentive plan activity
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||
Proceeds received from non-controlling interests
|
—
|
|
|
2.4
|
|
|
2.4
|
|
|||
Balance March 31, 2012
|
$
|
611.3
|
|
|
$
|
2.4
|
|
|
$
|
613.7
|
|
(In millions)
|
Cumulative Translation Adjustment
|
|
Pension and Other Post-Retirement Benefits
|
|
Unrealized Gain in Available-for-Sale Securities
|
|
Total
|
||||||||
Balance at January 1, 2013
|
$
|
(16.5
|
)
|
|
$
|
5.2
|
|
|
$
|
0.2
|
|
|
$
|
(11.1
|
)
|
Translation adjustments
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
||||
Balance at March 31, 2013
|
(22.5
|
)
|
|
5.2
|
|
|
0.2
|
|
|
(17.1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at January 1, 2012
|
(17.6
|
)
|
|
16.1
|
|
|
0.2
|
|
|
(1.3
|
)
|
||||
Translation adjustment
|
7.5
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
||||
Prior service credits recognized during the year, net of tax of $1.6 tax
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
||||
Balance at March 31, 2012
|
$
|
(10.1
|
)
|
|
$
|
13.3
|
|
|
$
|
0.2
|
|
|
$
|
3.4
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Sales
|
$
|
801.1
|
|
|
$
|
745.5
|
|
Operating income
|
40.5
|
|
|
37.4
|
|
||
Net income from continuing operations
|
11.0
|
|
|
15.3
|
|
||
Net income attributable to PolyOne common shareholders
|
$
|
15.3
|
|
|
$
|
20.2
|
|
|
Three Months Ended March 31,
|
|
Variances—Favorable
(Unfavorable)
|
|||||||||||
(In millions, except per share data)
|
2013
|
|
Adjusted 2012
|
|
Change
|
|
%
Change
|
|||||||
Sales
|
$
|
801.1
|
|
|
$
|
745.5
|
|
|
$
|
55.6
|
|
|
7.5
|
%
|
Cost of sales
|
638.8
|
|
|
613.2
|
|
|
(25.6
|
)
|
|
(4.2
|
)%
|
|||
Gross margin
|
162.3
|
|
|
132.3
|
|
|
30.0
|
|
|
22.7
|
%
|
|||
Selling and administrative expense
|
121.9
|
|
|
95.3
|
|
|
(26.6
|
)
|
|
(27.9
|
)%
|
|||
Income related to previously owned equity affiliates
|
0.1
|
|
|
0.4
|
|
|
(0.3
|
)
|
|
(75.0
|
)%
|
|||
Operating income
|
40.5
|
|
|
37.4
|
|
|
3.1
|
|
|
8.3
|
%
|
|||
Interest expense, net
|
(15.6
|
)
|
|
(12.3
|
)
|
|
(3.3
|
)
|
|
(26.8
|
)%
|
|||
Premium on early extinguishment of debt
|
(10.6
|
)
|
|
—
|
|
|
(10.6
|
)
|
|
nm*
|
|
|||
Other income (expense), net
|
1.4
|
|
|
(1.3
|
)
|
|
2.7
|
|
|
207.7
|
%
|
|||
Income from continuing operations before income taxes
|
15.7
|
|
|
23.8
|
|
|
(8.1
|
)
|
|
(34.0
|
)%
|
|||
Income tax expense
|
(4.7
|
)
|
|
(8.5
|
)
|
|
3.8
|
|
|
44.7
|
%
|
|||
Net income from continuing operations
|
11.0
|
|
|
15.3
|
|
|
(4.3
|
)
|
|
(28.1
|
)%
|
|||
Income from discontinued operations, net of income taxes
|
4.1
|
|
|
4.9
|
|
|
(0.8
|
)
|
|
(16.3
|
)%
|
|||
Net income
|
$
|
15.1
|
|
|
$
|
20.2
|
|
|
$
|
(5.1
|
)
|
|
(25.2
|
)%
|
Net loss attributable to noncontrolling interests
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
nm*
|
|
|||
Net income attributable to PolyOne common shareholders
|
$
|
15.3
|
|
|
$
|
20.2
|
|
|
$
|
(4.9
|
)
|
|
(24.3
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Earnings per common share attributable to PolyOne common shareholders - Basic:
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.17
|
|
|
|
|
|
|||
Discontinued operations
|
0.05
|
|
|
0.06
|
|
|
|
|
|
|||||
Total
|
$
|
0.17
|
|
|
$
|
0.23
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Earnings per common share attributable to PolyOne common shareholders - Diluted:
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.12
|
|
|
$
|
0.17
|
|
|
|
|
|
|||
Discontinued operations
|
0.04
|
|
|
0.05
|
|
|
|
|
|
|||||
Total
|
$
|
0.16
|
|
|
$
|
0.22
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Variances—Favorable
(Unfavorable)
|
|||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
Change
|
|
% Change
|
|||||||
Sales:
|
|
|
|
|
|
|
|
|||||||
Global Specialty Engineered Materials
|
$
|
159.8
|
|
|
$
|
142.0
|
|
|
$
|
17.8
|
|
|
12.5
|
%
|
Global Color, Additives and Inks
|
205.3
|
|
|
202.4
|
|
|
2.9
|
|
|
1.4
|
%
|
|||
Designed Structures and Solutions
|
41.5
|
|
|
—
|
|
|
41.5
|
|
|
nm*
|
|
|||
Performance Products and Solutions
|
159.7
|
|
|
168.5
|
|
|
(8.8
|
)
|
|
(5.2
|
)%
|
|||
PolyOne Distribution
|
268.0
|
|
|
263.0
|
|
|
5.0
|
|
|
1.9
|
%
|
|||
Corporate and eliminations
|
(33.2
|
)
|
|
(30.4
|
)
|
|
(2.8
|
)
|
|
(9.2
|
)%
|
|||
Total Sales
|
$
|
801.1
|
|
|
$
|
745.5
|
|
|
$
|
55.6
|
|
|
7.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income:
|
|
|
|
|
|
|
|
|||||||
Global Specialty Engineered Materials
|
$
|
16.2
|
|
|
$
|
11.8
|
|
|
$
|
4.4
|
|
|
37.3
|
%
|
Global Color, Additives and Inks
|
24.1
|
|
|
19.6
|
|
|
4.5
|
|
|
23.0
|
%
|
|||
Designed Structures and Solutions
|
1.9
|
|
|
—
|
|
|
1.9
|
|
|
nm*
|
|
|||
Performance Products and Solutions
|
13.0
|
|
|
8.5
|
|
|
4.5
|
|
|
52.9
|
%
|
|||
PolyOne Distribution
|
16.2
|
|
|
16.7
|
|
|
(0.5
|
)
|
|
(3.0
|
)%
|
|||
Corporate and eliminations
|
(30.9
|
)
|
|
(19.2
|
)
|
|
(11.7
|
)
|
|
(60.9
|
)%
|
|||
Total Operating Income
|
$
|
40.5
|
|
|
$
|
37.4
|
|
|
$
|
3.1
|
|
|
8.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Operating income as a percentage of sales:
|
|
|
||||||||||||
Global Specialty Engineered Materials
|
10.1
|
%
|
|
8.3
|
%
|
|
1.8
|
|
|
% points
|
|
|||
Global Color, Additives and Inks
|
11.7
|
%
|
|
9.7
|
%
|
|
2.0
|
|
|
% points
|
|
|||
Designed Structures and Solutions
|
4.6
|
%
|
|
—
|
%
|
|
—
|
|
|
nm*
|
|
|||
Performance Products and Solutions
|
8.1
|
%
|
|
5.0
|
%
|
|
3.1
|
|
|
% points
|
|
|||
PolyOne Distribution
|
6.0
|
%
|
|
6.3
|
%
|
|
(0.3
|
)
|
|
% points
|
|
|||
Total
|
5.1
|
%
|
|
5.0
|
%
|
|
0.1
|
|
|
% points
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2013
|
|
2012
|
||||
Environmental remediation costs
|
$
|
(2.0
|
)
|
|
$
|
(1.6
|
)
|
Employee separation and plant phase-out costs
|
(9.9
|
)
|
|
(0.5
|
)
|
||
Stock compensation
|
(7.0
|
)
|
|
(2.0
|
)
|
||
Incentive compensation
|
(6.9
|
)
|
|
(7.3
|
)
|
||
Acquisition related costs, including inventory fair value adjustments
|
(8.7
|
)
|
|
(6.3
|
)
|
||
Insurance settlement
|
5.2
|
|
|
—
|
|
||
Gain on sale of equity interest in SunBelt
|
0.1
|
|
|
0.4
|
|
||
All other and eliminations
(1)
|
(1.7
|
)
|
|
(1.9
|
)
|
||
Total Corporate and eliminations
|
$
|
(30.9
|
)
|
|
$
|
(19.2
|
)
|
(In millions)
|
March 31, 2013
|
|
December 31, 2012
|
||||
Cash and cash equivalents
|
$
|
168.9
|
|
|
$
|
210.0
|
|
Revolving credit availability
|
284.9
|
|
|
171.2
|
|
||
Liquidity
|
$
|
453.8
|
|
|
$
|
381.2
|
|
(In millions)
|
|
|
||
2013
|
|
$
|
7.9
|
|
2014
|
|
0.4
|
|
|
2015
|
|
58.4
|
|
|
2016
|
|
0.5
|
|
|
2017
|
|
0.5
|
|
|
2018
|
|
25.0
|
|
|
Thereafter
|
|
962.8
|
|
|
Aggregate maturities
|
|
$
|
1,055.5
|
|
|
Payment Due by Period
|
||||||||||||||||||
(In millions)
|
Total
|
|
2013
|
|
2014 & 2015
|
|
2016 & 2017
|
|
Thereafter
|
||||||||||
Total debt
(1)
|
$
|
1,055.5
|
|
|
$
|
7.9
|
|
|
58.8
|
|
|
$
|
1.0
|
|
|
$
|
987.8
|
|
|
Operating leases
|
79.5
|
|
|
19.2
|
|
|
29.3
|
|
|
15.6
|
|
|
15.4
|
|
|||||
Interest on long-term debt obligations
(2)
|
527.7
|
|
|
35.1
|
|
|
123.6
|
|
|
116.1
|
|
|
252.9
|
|
|||||
Pension and post-retirement obligations
(3)
|
85.9
|
|
|
24.4
|
|
|
13.7
|
|
|
17.5
|
|
|
30.3
|
|
|||||
Purchase obligations
(4)
|
76.1
|
|
|
61.1
|
|
|
12.3
|
|
|
2.7
|
|
|
—
|
|
|||||
Total
|
$
|
1,824.7
|
|
|
$
|
147.7
|
|
|
$
|
237.7
|
|
|
$
|
152.9
|
|
|
$
|
1,286.4
|
|
•
|
the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks;
|
•
|
changes in polymer consumption growth rates where we conduct business;
|
•
|
changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online in the industries in which we participate;
|
•
|
fluctuations in raw material prices, quality and supply and in energy prices and supply;
|
•
|
production outages or material costs associated with scheduled or unscheduled maintenance programs;
|
•
|
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 working capital reductions, 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;
|
•
|
the speed and extent of an economic recovery, including the recovery of the housing markets;
|
•
|
the financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability;
|
•
|
disruptions, uncertainty or volatility in the credit markets that may limit our access to capital;
|
•
|
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;
|
•
|
the amount and timing of repurchases, if any, of PolyOne common stock;
|
•
|
our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends;
|
•
|
risks related to the proposed divestiture of our Resin Business, such as the time required to consummate the proposed divestiture, the satisfaction or waiver of conditions in the sale agreement, any material adverse changes in the business supporting the resin assets being sold and our ability to obtain required regulatory or other third-party approvals and consents and otherwise consummate the proposed divestiture;
|
•
|
the ability to successfully integrate acquired companies into our operations, retain the management teams of acquired companies, and retain relationships with customers of acquired companies, including without limitation, ColorMatrix and Spartech;
|
•
|
the ability to achieve the expected results of any acquisitions, including the acquisitions being accretive, including, without limitation, the acquisitions of ColorMatrix and Spartech; and
|
•
|
other factors described in this Annual Report on Form 10-K under Item 1A, “Risk Factors.”
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Number of Shares that May Yet be Purchased Under the Program
(1)
|
|||||
January 1 to January 31
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
20,000,000
|
|
February 1 to February 28
|
—
|
|
|
—
|
|
|
—
|
|
|
20,000,000
|
|
|
March 1 to March 31
|
843,567
|
|
|
24.71
|
|
|
843,567
|
|
|
19,156,433
|
|
|
Total
|
843,567
|
|
|
$
|
24.71
|
|
|
843,567
|
|
|
|
|
|
May 2, 2013
|
POLYONE CORPORATION
|
|
|
|
/s/ Richard J. Diemer, Jr.
|
|
Richard J. Diemer, Jr.
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
|
|
2.1
|
|
Asset Purchase Agreement, by and between PolyOne and Mexichem, dated as of March 25, 2013 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed March 27, 2013, SEC File No. 1-16091).
|
|
|
|
4.1
|
|
Indenture, dated February 28, 2012, between PolyOne Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 5, 2013, SEC File No. 1-16091).
|
|
|
|
10.1
|
|
Registration Rights Agreement, dated February 28, 2013, between PolyOne Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 5, 2013, SEC File No. 1-16091).
|
|
|
|
10.2
|
|
Amended and Restated Credit Agreement, dated March 1, 2013, among the Company, PolyOne Canada and certain other subsidiaries of the Company, Wells Fargo Capital Finance, LLC, as administrative agent, Bank of America, N.A. and U.S. Bank National Association, as syndication agents, PNC Bank National Association and KeyBank National Association, as documentation agents, and Wells Fargo Capital Finance, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and bookrunners (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed March 5, 2013, SEC File No. 1-16091).
|
|
|
|
31.1
|
|
Certification of Stephen D. Newlin, Chairman, President and Chief Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification of Richard J. Diemer, Jr, Senior Vice President and Chief Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification of Stephen D. Newlin, Chairman, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification of Richard J. Diemer, Jr, Senior Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
* 101.INS
|
|
XBRL Instance Document
|
|
|
|
* 101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
* 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
*101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
*101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
*101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
The Estée Lauder Companies Inc. | EL |
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|