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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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Sales
|
$
|
841.6
|
|
|
$
|
958.4
|
|
|
$
|
2,601.8
|
|
|
$
|
2,966.2
|
|
Cost of sales
|
672.5
|
|
|
775.8
|
|
|
2,077.2
|
|
|
2,410.9
|
|
||||
Gross margin
|
169.1
|
|
|
182.6
|
|
|
524.6
|
|
|
555.3
|
|
||||
Selling and administrative expense
|
99.9
|
|
|
119.0
|
|
|
305.0
|
|
|
385.9
|
|
||||
Operating income
|
69.2
|
|
|
63.6
|
|
|
219.6
|
|
|
169.4
|
|
||||
Interest expense, net
|
(16.2
|
)
|
|
(15.4
|
)
|
|
(48.5
|
)
|
|
(46.6
|
)
|
||||
Other expense, net
|
(1.6
|
)
|
|
(1.8
|
)
|
|
(3.0
|
)
|
|
(3.2
|
)
|
||||
Income from continuing operations before income taxes
|
51.4
|
|
|
46.4
|
|
|
168.1
|
|
|
119.6
|
|
||||
Income tax expense
|
(6.9
|
)
|
|
(14.1
|
)
|
|
(26.4
|
)
|
|
(27.4
|
)
|
||||
Net income from continuing operations
|
44.5
|
|
|
32.3
|
|
|
141.7
|
|
|
92.2
|
|
||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
0.4
|
|
|
—
|
|
|
1.2
|
|
||||
Net Income
|
44.5
|
|
|
32.7
|
|
|
141.7
|
|
|
93.4
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.4
|
|
||||
Net income attributable to PolyOne common shareholders
|
$
|
44.5
|
|
|
$
|
32.7
|
|
|
$
|
141.5
|
|
|
$
|
93.8
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share attributable to PolyOne common shareholders - Basic:
|
|
|
|
|
|
|
|||||||||
Continuing Operations
|
$
|
0.51
|
|
|
$
|
0.35
|
|
|
$
|
1.60
|
|
|
$
|
0.99
|
|
Discontinued operations
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.02
|
|
||||
Total
|
$
|
0.51
|
|
|
$
|
0.36
|
|
|
$
|
1.60
|
|
|
$
|
1.01
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per common share attributable to PolyOne common shareholders - Diluted:
|
|
|
|
|
|
|
|||||||||
Continuing Operations
|
$
|
0.50
|
|
|
$
|
0.35
|
|
|
$
|
1.58
|
|
|
$
|
0.98
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
||||
Total
|
$
|
0.50
|
|
|
$
|
0.35
|
|
|
$
|
1.58
|
|
|
$
|
0.99
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares used to compute earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
87.5
|
|
|
91.8
|
|
|
88.5
|
|
|
93.1
|
|
||||
Diluted
|
88.4
|
|
|
93.1
|
|
|
89.4
|
|
|
94.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per share of common stock
|
$
|
0.10
|
|
|
$
|
0.08
|
|
|
$
|
0.30
|
|
|
$
|
0.24
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
$
|
44.5
|
|
|
$
|
32.7
|
|
|
$
|
141.7
|
|
|
$
|
93.4
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
||||||||
Translation adjustments
|
(9.2
|
)
|
|
(16.0
|
)
|
|
(23.8
|
)
|
|
(15.6
|
)
|
||||
Unrealized loss on available-for-sale securities
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total comprehensive income
|
34.9
|
|
|
16.7
|
|
|
117.9
|
|
|
77.8
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.4
|
|
||||
Comprehensive income attributable to PolyOne common shareholders
|
$
|
34.9
|
|
|
$
|
16.7
|
|
|
$
|
117.7
|
|
|
$
|
78.2
|
|
|
(Unaudited) September 30, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
235.7
|
|
|
$
|
238.6
|
|
Accounts receivable, net
|
407.3
|
|
|
396.8
|
|
||
Inventories, net
|
285.9
|
|
|
309.0
|
|
||
Other current assets
|
82.8
|
|
|
98.3
|
|
||
Total current assets
|
1,011.7
|
|
|
1,042.7
|
|
||
Property, net
|
574.5
|
|
|
596.7
|
|
||
Goodwill
|
591.0
|
|
|
590.6
|
|
||
Intangible assets, net
|
345.9
|
|
|
362.7
|
|
||
Other non-current assets
|
114.3
|
|
|
118.5
|
|
||
Total assets
|
$
|
2,637.4
|
|
|
$
|
2,711.2
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term and current portion of long-term debt
|
$
|
61.8
|
|
|
$
|
61.8
|
|
Accounts payable
|
374.6
|
|
|
365.9
|
|
||
Accrued expenses and other current liabilities
|
125.2
|
|
|
173.5
|
|
||
Total current liabilities
|
561.6
|
|
|
601.2
|
|
||
Non-current liabilities:
|
|
|
|
||||
Long-term debt
|
1,038.0
|
|
|
962.0
|
|
||
Pension and other post-retirement benefits
|
69.6
|
|
|
103.7
|
|
||
Deferred income taxes
|
68.4
|
|
|
88.8
|
|
||
Other non-current liabilities
|
150.8
|
|
|
178.3
|
|
||
Total non-current liabilities
|
1,326.8
|
|
|
1,332.8
|
|
||
Shareholders’ equity:
|
|
|
|
||||
PolyOne shareholders’ equity
|
747.9
|
|
|
776.3
|
|
||
Noncontrolling interests
|
1.1
|
|
|
0.9
|
|
||
Total equity
|
749.0
|
|
|
777.2
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,637.4
|
|
|
$
|
2,711.2
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
141.7
|
|
|
$
|
93.4
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
73.8
|
|
|
76.0
|
|
||
Accelerated depreciation and fixed asset charges associated with restructuring activities
|
16.1
|
|
|
25.9
|
|
||
Provision for doubtful accounts
|
0.1
|
|
|
0.2
|
|
||
Share-based compensation expense
|
6.0
|
|
|
11.4
|
|
||
Gain on sale of business
|
—
|
|
|
(1.2
|
)
|
||
Change in assets and liabilities:
|
|
|
|
||||
Increase in accounts receivable
|
(18.5
|
)
|
|
(37.9
|
)
|
||
Decrease in inventories
|
18.9
|
|
|
30.3
|
|
||
Increase in accounts payable
|
15.0
|
|
|
26.3
|
|
||
Decrease in pension and other post-retirement benefits
|
(32.1
|
)
|
|
(24.3
|
)
|
||
Decrease in accrued expenses and other assets and liabilities - net
|
(92.4
|
)
|
|
(68.3
|
)
|
||
Net cash provided by operating activities
|
128.6
|
|
|
131.8
|
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(61.6
|
)
|
|
(60.7
|
)
|
||
Proceeds from sale of equity affiliate and other assets
|
1.9
|
|
|
28.2
|
|
||
Net cash used by investing activities
|
(59.7
|
)
|
|
(32.5
|
)
|
||
Financing Activities
|
|
|
|
||||
Repayment of debt
|
—
|
|
|
(8.0
|
)
|
||
Borrowings under credit facilities
|
781.7
|
|
|
21.7
|
|
||
Repayments under credit facilities
|
(705.7
|
)
|
|
(20.9
|
)
|
||
Purchase of common shares
|
(117.8
|
)
|
|
(175.0
|
)
|
||
Exercise of share awards
|
4.3
|
|
|
6.8
|
|
||
Cash dividends paid
|
(26.8
|
)
|
|
(22.5
|
)
|
||
Net cash used by financing activities
|
(64.3
|
)
|
|
(197.9
|
)
|
||
Effect of exchange rate changes on cash
|
(7.5
|
)
|
|
(3.0
|
)
|
||
Decrease in cash and cash equivalents
|
(2.9
|
)
|
|
(101.6
|
)
|
||
Cash and cash equivalents at beginning of period
|
238.6
|
|
|
365.2
|
|
||
Cash and cash equivalents at end of period
|
$
|
235.7
|
|
|
$
|
263.6
|
|
(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, 2013
|
$
|
99.9
|
|
|
$
|
310.2
|
|
|
$
|
136.3
|
|
|
$
|
11.0
|
|
|
$
|
1.6
|
|
|
$
|
559.0
|
|
Acquisitions of businesses
|
—
|
|
|
23.5
|
|
|
8.4
|
|
|
0.2
|
|
|
—
|
|
|
32.1
|
|
||||||
Currency translation and other adjustments
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
Balance December 31, 2014
|
$
|
99.4
|
|
|
$
|
333.7
|
|
|
$
|
144.7
|
|
|
$
|
11.2
|
|
|
$
|
1.6
|
|
|
$
|
590.6
|
|
Acquisitions of businesses
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
||||||
Currency translation and other adjustments
|
(1.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
||||||
Balance September 30, 2015
|
$
|
97.9
|
|
|
$
|
335.6
|
|
|
$
|
144.7
|
|
|
$
|
11.2
|
|
|
$
|
1.6
|
|
|
$
|
591.0
|
|
|
As of September 30, 2015
|
||||||||||||||
(In millions)
|
Acquisition
Cost |
|
Accumulated
Amortization |
|
Currency
Translation |
|
Net
|
||||||||
Customer relationships
|
$
|
196.3
|
|
|
$
|
(39.6
|
)
|
|
$
|
—
|
|
|
$
|
156.7
|
|
Patents, technology and other
|
136.3
|
|
|
(43.1
|
)
|
|
(0.3
|
)
|
|
92.9
|
|
||||
Indefinite-lived trade names
|
96.3
|
|
|
—
|
|
|
—
|
|
|
96.3
|
|
||||
Total
|
$
|
428.9
|
|
|
$
|
(82.7
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
345.9
|
|
|
As of December 31, 2014
|
||||||||||||||
(In millions)
|
Acquisition
Cost |
|
Accumulated
Amortization |
|
Currency
Translation |
|
Net
|
||||||||
Customer relationships
|
$
|
198.1
|
|
|
$
|
(32.6
|
)
|
|
$
|
—
|
|
|
$
|
165.5
|
|
Patents, technology and other
|
132.9
|
|
|
(35.3
|
)
|
|
(0.1
|
)
|
|
97.5
|
|
||||
Indefinite-lived trade names
|
96.3
|
|
|
—
|
|
|
—
|
|
|
96.3
|
|
||||
In-process research and development
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
||||
Total
|
$
|
430.7
|
|
|
$
|
(67.9
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
362.7
|
|
(In millions)
|
Long-Lived Asset Charges
|
|
Employee Separation
|
|
Other Associated Costs
|
|
Total
|
||||||||
Accrual balance at December 31, 2012
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charged to expense
|
13.6
|
|
|
21.1
|
|
|
9.4
|
|
|
44.1
|
|
||||
Cash payments
|
—
|
|
|
(6.0
|
)
|
|
(9.4
|
)
|
|
(15.4
|
)
|
||||
Non-cash utilization
|
(13.6
|
)
|
|
—
|
|
|
—
|
|
|
(13.6
|
)
|
||||
Accrual balance at December 31, 2013
|
$
|
—
|
|
|
$
|
15.1
|
|
|
$
|
—
|
|
|
$
|
15.1
|
|
Charged to expense
|
27.3
|
|
|
5.1
|
|
|
27.3
|
|
|
59.7
|
|
||||
Cash payments
|
—
|
|
|
(17.5
|
)
|
|
(27.3
|
)
|
|
(44.8
|
)
|
||||
Non-cash utilization
|
(27.3
|
)
|
|
—
|
|
|
—
|
|
|
(27.3
|
)
|
||||
Accrual balance at December 31, 2014
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
Charged to expense
|
5.3
|
|
|
(0.3
|
)
|
|
4.3
|
|
|
9.3
|
|
||||
Cash payments
|
—
|
|
|
(1.6
|
)
|
|
(4.3
|
)
|
|
(5.9
|
)
|
||||
Non-cash utilization
|
(5.3
|
)
|
|
—
|
|
|
—
|
|
|
(5.3
|
)
|
||||
Accrual balance at March 31, 2015
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Charged to expense
|
0.8
|
|
|
—
|
|
|
4.9
|
|
|
5.7
|
|
||||
Cash payments
|
—
|
|
|
(0.3
|
)
|
|
(4.9
|
)
|
|
(5.2
|
)
|
||||
Non-cash utilization
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||
Accrual balance at June 30, 2015
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Charged to expense
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
||||
Cash payments
|
—
|
|
|
(0.2
|
)
|
|
(2.0
|
)
|
|
(2.2
|
)
|
||||
Non-cash utilization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Accrual balance at September 30, 2015
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
(In millions)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Finished products
|
$
|
174.2
|
|
|
$
|
187.8
|
|
Work in process
|
4.5
|
|
|
4.1
|
|
||
Raw materials and supplies
|
107.2
|
|
|
117.1
|
|
||
Inventories, net
|
$
|
285.9
|
|
|
$
|
309.0
|
|
(In millions)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Land
|
$
|
46.7
|
|
|
$
|
49.2
|
|
Buildings
|
311.6
|
|
|
309.2
|
|
||
Machinery and equipment
|
1,098.3
|
|
|
1,077.2
|
|
||
Property, gross
|
1,456.6
|
|
|
1,435.6
|
|
||
Less accumulated depreciation and amortization
|
(882.1
|
)
|
|
(838.9
|
)
|
||
Property, net
|
$
|
574.5
|
|
|
$
|
596.7
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income tax expense at 35%
|
|
$
|
18.0
|
|
|
$
|
16.2
|
|
|
$
|
58.8
|
|
|
$
|
41.9
|
|
Uncertain tax positions
|
|
(7.5
|
)
|
|
(0.8
|
)
|
|
0.6
|
|
|
0.2
|
|
||||
Foreign tax credits from amending prior returns
|
|
(1.0
|
)
|
|
—
|
|
|
(30.4
|
)
|
|
—
|
|
||||
Tax benefits on certain foreign investments
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
(10.5
|
)
|
||||
Changes in valuation allowances
|
|
0.4
|
|
|
3.5
|
|
|
0.4
|
|
|
7.5
|
|
||||
Tax settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
||||
Other, net
|
|
(3.0
|
)
|
|
0.3
|
|
|
(3.0
|
)
|
|
(7.7
|
)
|
||||
Income Tax Expense
|
|
$
|
6.9
|
|
|
$
|
14.1
|
|
|
$
|
26.4
|
|
|
$
|
27.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
Effective Income Tax Rate
|
|
13.4
|
%
|
|
30.4
|
%
|
|
15.7
|
%
|
|
22.9
|
%
|
|
|
Unrecognized Tax Benefits
|
||
(In millions)
|
|
2015
|
||
Balance as of January 1
|
|
$
|
28.6
|
|
Increases as a result of positions taken during prior years
|
|
12.9
|
|
|
Decreases as a result of lapse of statute of limitations
|
|
(13.1
|
)
|
|
Decreases relating to settlements with taxing authorities
|
|
(16.9
|
)
|
|
Other
|
|
0.6
|
|
|
Balance as of September 30
|
|
$
|
12.1
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Weighted-average common shares outstanding – basic
|
87.5
|
|
|
91.8
|
|
|
88.5
|
|
|
93.1
|
|
Plus dilutive impact of share-based compensation
|
0.9
|
|
|
1.3
|
|
|
0.9
|
|
|
1.2
|
|
Weighted-average common shares – diluted
|
88.4
|
|
|
93.1
|
|
|
89.4
|
|
|
94.3
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
1.3
|
|
|
$
|
1.4
|
|
Interest cost
|
5.3
|
|
|
6.3
|
|
|
16.0
|
|
|
18.8
|
|
||||
Expected return on plan assets
|
(8.2
|
)
|
|
(8.1
|
)
|
|
(24.6
|
)
|
|
(24.2
|
)
|
||||
Net periodic benefit gains
|
$
|
(2.5
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
(4.0
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest cost
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
Net periodic benefit costs
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
(Dollars in millions)
|
September 30, 2015
|
|
December 31, 2014
|
||||
7.500% debentures due 2015
|
$
|
48.7
|
|
|
$
|
48.7
|
|
Revolving credit facility due 2018
|
121.0
|
|
|
45.0
|
|
||
7.375% senior notes due 2020
|
316.6
|
|
|
316.6
|
|
||
5.250% senior notes due 2023
|
600.0
|
|
|
600.0
|
|
||
Other debt
|
13.5
|
|
|
13.5
|
|
||
Total long-term debt
|
1,099.8
|
|
|
1,023.8
|
|
||
Less current portion
|
61.8
|
|
|
61.8
|
|
||
Total long-term debt, net of current portion
|
$
|
1,038.0
|
|
|
$
|
962.0
|
|
|
Three Months Ended
September 30, 2015 |
|
Three Months Ended
September 30, 2014 |
||||||||||||||||||||
(In millions)
|
Sales to
External Customers |
|
Total
Sales |
|
Operating
Income |
|
Sales to
External Customers |
|
Total Sales
|
|
Operating
Income |
||||||||||||
Global Color, Additives and Inks
|
$
|
198.9
|
|
|
$
|
199.9
|
|
|
$
|
34.5
|
|
|
$
|
207.4
|
|
|
$
|
212.0
|
|
|
$
|
30.1
|
|
Global Specialty Engineered Materials
|
123.6
|
|
|
136.0
|
|
|
20.0
|
|
|
135.3
|
|
|
145.8
|
|
|
18.4
|
|
||||||
Designed Structures and Solutions
|
109.3
|
|
|
112.4
|
|
|
4.3
|
|
|
152.1
|
|
|
152.3
|
|
|
13.1
|
|
||||||
Performance Products and Solutions
|
154.3
|
|
|
175.2
|
|
|
16.1
|
|
|
187.2
|
|
|
213.0
|
|
|
17.8
|
|
||||||
PolyOne Distribution
|
255.5
|
|
|
259.5
|
|
|
17.6
|
|
|
276.4
|
|
|
280.5
|
|
|
18.7
|
|
||||||
Corporate and eliminations
|
—
|
|
|
(41.4
|
)
|
|
(23.3
|
)
|
|
—
|
|
|
(45.2
|
)
|
|
(34.5
|
)
|
||||||
Total
|
$
|
841.6
|
|
|
$
|
841.6
|
|
|
$
|
69.2
|
|
|
$
|
958.4
|
|
|
$
|
958.4
|
|
|
$
|
63.6
|
|
|
Nine Months Ended
September 30, 2015 |
|
Nine Months Ended
September 30, 2014 |
||||||||||||||||||||
(In millions)
|
Sales to
External Customers |
|
Total
Sales |
|
Operating
Income |
|
Sales to
External Customers |
|
Total Sales
|
|
Operating
Income |
||||||||||||
Global Color, Additives and Inks
|
$
|
618.7
|
|
|
$
|
625.8
|
|
|
$
|
107.9
|
|
|
$
|
647.3
|
|
|
$
|
660.3
|
|
|
$
|
98.2
|
|
Global Specialty Engineered Materials
|
382.2
|
|
|
417.6
|
|
|
63.2
|
|
|
428.0
|
|
|
461.0
|
|
|
55.6
|
|
||||||
Designed Structures and Solutions
|
339.4
|
|
|
343.1
|
|
|
12.0
|
|
|
489.3
|
|
|
489.9
|
|
|
37.2
|
|
||||||
Performance Products and Solutions
|
480.7
|
|
|
541.4
|
|
|
43.9
|
|
|
560.2
|
|
|
631.8
|
|
|
51.4
|
|
||||||
PolyOne Distribution
|
780.8
|
|
|
792.0
|
|
|
52.4
|
|
|
841.4
|
|
|
851.6
|
|
|
53.2
|
|
||||||
Corporate and eliminations
|
—
|
|
|
(118.1
|
)
|
|
(59.8
|
)
|
|
—
|
|
|
(128.4
|
)
|
|
(126.2
|
)
|
||||||
Total
|
$
|
2,601.8
|
|
|
$
|
2,601.8
|
|
|
$
|
219.6
|
|
|
$
|
2,966.2
|
|
|
$
|
2,966.2
|
|
|
$
|
169.4
|
|
|
Total Assets
|
||||||
(In millions)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Global Color, Additives and Inks
|
$
|
930.2
|
|
|
$
|
937.7
|
|
Global Specialty Engineered Materials
|
360.3
|
|
|
370.5
|
|
||
Designed Structures and Solutions
|
461.8
|
|
|
490.2
|
|
||
Performance Products and Solutions
|
253.0
|
|
|
265.5
|
|
||
PolyOne Distribution
|
219.4
|
|
|
214.2
|
|
||
Corporate and eliminations
|
412.7
|
|
|
433.1
|
|
||
Total assets
|
$
|
2,637.4
|
|
|
$
|
2,711.2
|
|
|
September 30, 2015
|
||||||
(In millions)
|
Notional
|
|
Other current assets
|
||||
Foreign currency forwards
|
$
|
37.4
|
|
|
$
|
(0.1
|
)
|
|
December 31, 2014
|
||||||
(In millions)
|
Notional
|
|
Other current assets
|
||||
Foreign currency forwards
|
$
|
5.1
|
|
|
$
|
—
|
|
|
Three Months Ended September 30,
|
|
|
||||||
(In millions)
|
2015
|
|
2014
|
|
Location
|
||||
Foreign currency forwards - (losses) gains
|
$
|
(0.1
|
)
|
|
$
|
0.9
|
|
|
Other expense, net
|
|
Nine Months Ended September 30,
|
|
|
||||||
(In millions)
|
2015
|
|
2014
|
|
Location
|
||||
Foreign currency forwards - gains
|
$
|
1.0
|
|
|
$
|
0.8
|
|
|
Other expense, net
|
(In millions)
|
PolyOne
Shareholders' Equity |
|
Noncontrolling
Interests |
|
Total
Equity |
||||||
Balance at December 31, 2014
|
$
|
776.3
|
|
|
$
|
0.9
|
|
|
$
|
777.2
|
|
Net income
|
141.5
|
|
|
0.2
|
|
|
141.7
|
|
|||
Other comprehensive income
|
|
|
|
|
|
||||||
Translation adjustments
|
(23.8
|
)
|
|
—
|
|
|
(23.8
|
)
|
|||
Total comprehensive income
|
117.7
|
|
|
0.2
|
|
|
117.9
|
|
|||
Cash dividend declared
|
(26.8
|
)
|
|
—
|
|
|
(26.8
|
)
|
|||
Repurchase of common shares
|
(121.5
|
)
|
|
—
|
|
|
(121.5
|
)
|
|||
Share-based incentive plan activity
|
2.2
|
|
|
—
|
|
|
2.2
|
|
|||
Balance at September 30, 2015
|
$
|
747.9
|
|
|
$
|
1.1
|
|
|
$
|
749.0
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2013
|
$
|
976.8
|
|
|
$
|
1.7
|
|
|
$
|
978.5
|
|
Net income (loss)
|
93.8
|
|
|
(0.4
|
)
|
|
93.4
|
|
|||
Other comprehensive income
|
|
|
|
|
|
|
|||||
Translation adjustments
|
(15.6
|
)
|
|
—
|
|
|
(15.6
|
)
|
|||
Total comprehensive income
|
78.2
|
|
|
(0.4
|
)
|
|
77.8
|
|
|||
Cash dividend declared
|
(22.3
|
)
|
|
—
|
|
|
(22.3
|
)
|
|||
Repurchase of common shares
|
(175.0
|
)
|
|
—
|
|
|
(175.0
|
)
|
|||
Share-based incentive plan activity
|
9.0
|
|
|
—
|
|
|
9.0
|
|
|||
Balance at September 30, 2014
|
$
|
866.7
|
|
|
$
|
1.3
|
|
|
$
|
868.0
|
|
(In millions)
|
Cumulative Translation Adjustment
|
|
Pension and Other Post-Retirement Benefits
|
|
Unrealized Gain in Available-for-Sale Securities
|
|
Total
|
||||||||
Balance at January 1, 2015
|
$
|
(47.7
|
)
|
|
$
|
5.2
|
|
|
$
|
0.2
|
|
|
$
|
(42.3
|
)
|
Translation adjustments
|
(23.8
|
)
|
|
—
|
|
|
—
|
|
|
(23.8
|
)
|
||||
Balance at September 30, 2015
|
$
|
(71.5
|
)
|
|
$
|
5.2
|
|
|
$
|
0.2
|
|
|
$
|
(66.1
|
)
|
|
|
|
|
|
|
|
|
||||||||
Balance at January 1, 2014
|
$
|
(20.2
|
)
|
|
$
|
5.2
|
|
|
$
|
0.2
|
|
|
$
|
(14.8
|
)
|
Translation adjustments
|
(15.6
|
)
|
|
—
|
|
|
—
|
|
|
(15.6
|
)
|
||||
Balance at September 30, 2014
|
$
|
(35.8
|
)
|
|
$
|
5.2
|
|
|
$
|
0.2
|
|
|
$
|
(30.4
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
(In millions)
|
|
|
|||||||||||||
Sales
|
$
|
841.6
|
|
|
$
|
958.4
|
|
|
$
|
2,601.8
|
|
|
$
|
2,966.2
|
|
Operating income
|
69.2
|
|
|
63.6
|
|
|
219.6
|
|
|
169.4
|
|
||||
Net income from continuing operations
|
44.5
|
|
|
32.3
|
|
|
141.7
|
|
|
92.2
|
|
||||
Net income attributable to PolyOne common shareholders
|
44.5
|
|
|
32.7
|
|
|
141.5
|
|
|
93.8
|
|
|
Three Months Ended September 30,
|
|
Variances — Favorable
(Unfavorable) |
|
Nine Months Ended September 30,
|
|
Variances — Favorable
(Unfavorable) |
||||||||||||||||||||||
(Dollars in millions, except per share data)
|
2015
|
|
2014
|
|
Change
|
|
%
Change |
|
2015
|
|
2014
|
|
Change
|
|
%
Change |
||||||||||||||
Sales
|
$
|
841.6
|
|
|
$
|
958.4
|
|
|
$
|
(116.8
|
)
|
|
(12.2
|
)%
|
|
$
|
2,601.8
|
|
|
$
|
2,966.2
|
|
|
$
|
(364.4
|
)
|
|
(12.3
|
)%
|
Cost of sales
|
672.5
|
|
|
775.8
|
|
|
103.3
|
|
|
13.3
|
%
|
|
2,077.2
|
|
|
2,410.9
|
|
|
333.7
|
|
|
13.8
|
%
|
||||||
Gross margin
|
169.1
|
|
|
182.6
|
|
|
(13.5
|
)
|
|
(7.4
|
)%
|
|
524.6
|
|
|
555.3
|
|
|
(30.7
|
)
|
|
(5.5
|
)%
|
||||||
Selling and administrative expense
|
99.9
|
|
|
119.0
|
|
|
19.1
|
|
|
16.1
|
%
|
|
305.0
|
|
|
385.9
|
|
|
80.9
|
|
|
21.0
|
%
|
||||||
Operating income
|
69.2
|
|
|
63.6
|
|
|
5.6
|
|
|
8.8
|
%
|
|
219.6
|
|
|
169.4
|
|
|
50.2
|
|
|
29.6
|
%
|
||||||
Interest expense, net
|
(16.2
|
)
|
|
(15.4
|
)
|
|
(0.8
|
)
|
|
(5.2
|
)%
|
|
(48.5
|
)
|
|
(46.6
|
)
|
|
(1.9
|
)
|
|
(4.1
|
)%
|
||||||
Other expense, net
|
(1.6
|
)
|
|
(1.8
|
)
|
|
0.2
|
|
|
11.1
|
%
|
|
(3.0
|
)
|
|
(3.2
|
)
|
|
0.2
|
|
|
6.3
|
%
|
||||||
Income from continuing operations before income taxes
|
51.4
|
|
|
46.4
|
|
|
5.0
|
|
|
10.8
|
%
|
|
168.1
|
|
|
119.6
|
|
|
48.5
|
|
|
40.6
|
%
|
||||||
Income tax expense
|
(6.9
|
)
|
|
(14.1
|
)
|
|
7.2
|
|
|
51.1
|
%
|
|
(26.4
|
)
|
|
(27.4
|
)
|
|
1.0
|
|
|
3.6
|
%
|
||||||
Net income from continuing operations
|
44.5
|
|
|
32.3
|
|
|
12.2
|
|
|
37.8
|
%
|
|
141.7
|
|
|
92.2
|
|
|
49.5
|
|
|
53.7
|
%
|
||||||
Income from discontinued operations, net of income taxes
|
—
|
|
|
0.4
|
|
|
(0.4
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
1.2
|
|
|
(1.2
|
)
|
|
(100.0
|
)%
|
||||||
Net income
|
44.5
|
|
|
32.7
|
|
|
11.8
|
|
|
36.1
|
%
|
|
141.7
|
|
|
93.4
|
|
|
48.3
|
|
|
51.7
|
%
|
||||||
Net (income) loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.4
|
|
|
(0.6
|
)
|
|
(150.0
|
)%
|
||||||
Net income attributable to PolyOne common shareholders
|
$
|
44.5
|
|
|
$
|
32.7
|
|
|
$
|
11.8
|
|
|
36.1
|
%
|
|
$
|
141.5
|
|
|
$
|
93.8
|
|
|
$
|
47.7
|
|
|
50.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings per common share attributable to PolyOne common shareholders - Basic:
|
|
|
|
|
|
|
|||||||||||||||||||||||
Continuing Operations
|
$
|
0.51
|
|
|
$
|
0.35
|
|
|
|
|
|
|
$
|
1.60
|
|
|
$
|
0.99
|
|
|
|
|
|
||||||
Discontinued operations
|
—
|
|
|
0.01
|
|
|
|
|
|
|
—
|
|
|
0.02
|
|
|
|
|
|
||||||||||
Total
|
$
|
0.51
|
|
|
$
|
0.36
|
|
|
|
|
|
|
$
|
1.60
|
|
|
$
|
1.01
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings per common share attributable to PolyOne common shareholders - Diluted:
|
|
|
|
|
|
|
|||||||||||||||||||||||
Continuing Operations
|
$
|
0.50
|
|
|
$
|
0.35
|
|
|
|
|
|
|
$
|
1.58
|
|
|
$
|
0.98
|
|
|
|
|
|
||||||
Discontinued operations
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
0.01
|
|
|
|
|
|
||||||||||
Total
|
$
|
0.50
|
|
|
$
|
0.35
|
|
|
|
|
|
|
$
|
1.58
|
|
|
$
|
0.99
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income tax expense at 35%
|
|
$
|
18.0
|
|
|
$
|
16.2
|
|
|
$
|
58.8
|
|
|
$
|
41.9
|
|
Uncertain tax positions
|
|
(7.5
|
)
|
|
(0.8
|
)
|
|
0.6
|
|
|
0.2
|
|
||||
Foreign tax credits from amending prior returns
|
|
(1.0
|
)
|
|
—
|
|
|
(30.4
|
)
|
|
—
|
|
||||
Tax benefits on certain foreign investments
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
(10.5
|
)
|
||||
Changes in valuation allowances
|
|
0.4
|
|
|
3.5
|
|
|
0.4
|
|
|
7.5
|
|
||||
Tax settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
||||
Other, net
|
|
(3.0
|
)
|
|
0.3
|
|
|
(3.0
|
)
|
|
(7.7
|
)
|
||||
Income Tax Expense
|
|
$
|
6.9
|
|
|
$
|
14.1
|
|
|
$
|
26.4
|
|
|
$
|
27.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
Effective Income Tax Rate
|
|
13.4
|
%
|
|
30.4
|
%
|
|
15.7
|
%
|
|
22.9
|
%
|
|
Three Months Ended September 30,
|
|
Variances — Favorable
(Unfavorable) |
|
Nine Months Ended September 30,
|
|
Variances — Favorable
(Unfavorable) |
||||||||||||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
Change
|
|
% Change
|
|
2015
|
|
2014
|
|
Change
|
|
% Change
|
||||||||||||||
Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Global Color, Additives and Inks
|
$
|
199.9
|
|
|
$
|
212.0
|
|
|
$
|
(12.1
|
)
|
|
(5.7
|
)%
|
|
$
|
625.8
|
|
|
$
|
660.3
|
|
|
$
|
(34.5
|
)
|
|
(5.2
|
)%
|
Global Specialty Engineered Materials
|
136.0
|
|
|
145.8
|
|
|
(9.8
|
)
|
|
(6.7
|
)%
|
|
417.6
|
|
|
461.0
|
|
|
(43.4
|
)
|
|
(9.4
|
)%
|
||||||
Designed Structures and Solutions
|
112.4
|
|
|
152.3
|
|
|
(39.9
|
)
|
|
(26.2
|
)%
|
|
343.1
|
|
|
489.9
|
|
|
(146.8
|
)
|
|
(30.0
|
)%
|
||||||
Performance Products and Solutions
|
175.2
|
|
|
213.0
|
|
|
(37.8
|
)
|
|
(17.7
|
)%
|
|
541.4
|
|
|
631.8
|
|
|
(90.4
|
)
|
|
(14.3
|
)%
|
||||||
PolyOne Distribution
|
259.5
|
|
|
280.5
|
|
|
(21.0
|
)
|
|
(7.5
|
)%
|
|
792.0
|
|
|
851.6
|
|
|
(59.6
|
)
|
|
(7.0
|
)%
|
||||||
Corporate and eliminations
|
(41.4
|
)
|
|
(45.2
|
)
|
|
3.8
|
|
|
8.4
|
%
|
|
(118.1
|
)
|
|
(128.4
|
)
|
|
10.3
|
|
|
8.0
|
%
|
||||||
Total Sales
|
$
|
841.6
|
|
|
$
|
958.4
|
|
|
$
|
(116.8
|
)
|
|
(12.2
|
)%
|
|
$
|
2,601.8
|
|
|
$
|
2,966.2
|
|
|
$
|
(364.4
|
)
|
|
(12.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Global Color, Additives and Inks
|
$
|
34.5
|
|
|
$
|
30.1
|
|
|
$
|
4.4
|
|
|
14.6
|
%
|
|
$
|
107.9
|
|
|
$
|
98.2
|
|
|
$
|
9.7
|
|
|
9.9
|
%
|
Global Specialty Engineered Materials
|
20.0
|
|
|
18.4
|
|
|
1.6
|
|
|
8.7
|
%
|
|
63.2
|
|
|
55.6
|
|
|
7.6
|
|
|
13.7
|
%
|
||||||
Designed Structures and Solutions
|
4.3
|
|
|
13.1
|
|
|
(8.8
|
)
|
|
(67.2
|
)%
|
|
12.0
|
|
|
37.2
|
|
|
(25.2
|
)
|
|
(67.7
|
)%
|
||||||
Performance Products and Solutions
|
16.1
|
|
|
17.8
|
|
|
(1.7
|
)
|
|
(9.6
|
)%
|
|
43.9
|
|
|
51.4
|
|
|
(7.5
|
)
|
|
(14.6
|
)%
|
||||||
PolyOne Distribution
|
17.6
|
|
|
18.7
|
|
|
(1.1
|
)
|
|
(5.9
|
)%
|
|
52.4
|
|
|
53.2
|
|
|
(0.8
|
)
|
|
(1.5
|
)%
|
||||||
Corporate and eliminations
|
(23.3
|
)
|
|
(34.5
|
)
|
|
11.2
|
|
|
32.5
|
%
|
|
(59.8
|
)
|
|
(126.2
|
)
|
|
66.4
|
|
|
52.6
|
%
|
||||||
Total Operating Income
|
$
|
69.2
|
|
|
$
|
63.6
|
|
|
$
|
5.6
|
|
|
8.8
|
%
|
|
$
|
219.6
|
|
|
$
|
169.4
|
|
|
$
|
50.2
|
|
|
29.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income as a percentage of sales:
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Global Color, Additives and Inks
|
17.3
|
%
|
|
14.2
|
%
|
|
3.1
|
|
|
% points
|
|
|
17.2
|
%
|
|
14.9
|
%
|
|
2.3
|
|
|
% points
|
|
||||||
Global Specialty Engineered Materials
|
14.7
|
%
|
|
12.6
|
%
|
|
2.1
|
|
|
% points
|
|
|
15.1
|
%
|
|
12.1
|
%
|
|
3.0
|
|
|
% points
|
|
||||||
Designed Structures and Solutions
|
3.8
|
%
|
|
8.6
|
%
|
|
(4.8
|
)
|
|
% points
|
|
|
3.5
|
%
|
|
7.6
|
%
|
|
(4.1
|
)
|
|
% points
|
|
||||||
Performance Products and Solutions
|
9.2
|
%
|
|
8.4
|
%
|
|
0.8
|
|
|
% points
|
|
|
8.1
|
%
|
|
8.1
|
%
|
|
—
|
|
|
% points
|
|
||||||
PolyOne Distribution
|
6.8
|
%
|
|
6.7
|
%
|
|
0.1
|
|
|
% points
|
|
|
6.6
|
%
|
|
6.2
|
%
|
|
0.4
|
|
|
% points
|
|
||||||
Total
|
8.2
|
%
|
|
6.6
|
%
|
|
1.6
|
|
|
% points
|
|
|
8.4
|
%
|
|
5.7
|
%
|
|
2.7
|
|
|
% points
|
|
(In millions)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Cash and cash equivalents
|
$
|
235.7
|
|
|
$
|
238.6
|
|
Revolving credit availability
|
185.5
|
|
|
236.4
|
|
||
Liquidity
|
$
|
421.2
|
|
|
$
|
475.0
|
|
(In millions)
|
|
|
||
2015
|
|
$
|
61.8
|
|
2016 & 2017
|
|
0.1
|
|
|
2018
|
|
121.0
|
|
|
2019
|
|
0.1
|
|
|
Thereafter
|
|
916.8
|
|
|
Aggregate maturities
|
|
$
|
1,099.8
|
|
•
|
the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks;
|
•
|
changes in polymer consumption growth rates and laws and regulations regarding the disposal of plastic materials in jurisdictions 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;
|
•
|
our ability to refinance outstanding debt obligations on favorable terms or at all and within expected time frames;
|
•
|
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 shares;
|
•
|
our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends;
|
•
|
our ability to realize anticipated savings and operational benefits from the realignment of assets, including the closure of manufacturing facilities; the timing of closings and shifts of production to new facilities related to asset realignments and any unforeseen loss of customers and/or disruptions of service or quality caused by such closings and/or production shifts; separation and severance amounts that differ from original estimates, amounts for non-cash charges related to asset write-offs and accelerated depreciation realignments of property, plant and equipment, that differ from original estimates;
|
•
|
our ability to identify and evaluate acquisition targets and consummate acquisitions;
|
•
|
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, Spartech and Accella;
|
•
|
information systems failures and cyberattacks; and
|
•
|
other factors described in our annual report on Form 10-K for the year ended
December 31, 2014
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)
|
|||||
July 1 to July 31
|
650,434
|
|
|
$
|
33.89
|
|
|
650,434
|
|
|
6,938,571
|
|
August 1 to August 31
|
1,281,566
|
|
|
33.24
|
|
|
1,281,566
|
|
|
5,657,005
|
|
|
September 1 to September 30
|
459,632
|
|
|
30.58
|
|
|
459,632
|
|
|
5,197,373
|
|
|
Total
|
2,391,632
|
|
|
$
|
32.91
|
|
|
2,391,632
|
|
|
|
|
|
October 27, 2015
|
POLYONE CORPORATION
|
|
|
|
/s/ Bradley C. Richardson
|
|
Bradley C. Richardson
Executive Vice President and Chief Financial Officer
|
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
|
|
31.1
|
|
Certification of Robert M. Patterson, 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 Bradley C. Richardson, Executive 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 Robert M. Patterson, 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 Bradley C. Richardson, Executive 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 |
---|---|---|---|
GEODE CAPITAL MANAGEMENT, LLC | 2,153,945 | 88,030,568 | |
GW&K Investment Management, LLC | 1,292,767 | 52,823 | |
Marshall Wace North America L.P. | 1,124,202 | 52,107 | |
NEW YORK STATE COMMON RETIREMENT FUND | 899,948 | 33,442 | |
MARSHALL WACE, LLP | 767,304 | 31,352,041 | |
PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF COLORADO | 476,211 | 19,458 | |
RHUMBLINE ADVISERS | 318,426 | 11,832,685 | |
Pacer Advisors, Inc. | 243,624 | 788,222 | |
Parametric Portfolio Associates LLC | 239,869 | 11,514 | |
STRS OHIO | 231,500 | 11,649,080 | |
Sterling Capital Management LLC | 140,311 | 5,733,108 | |
NEW YORK STATE TEACHERS RETIREMENT SYSTEM | 133,498 | 4,961 | |
HARBOR CAPITAL ADVISORS, INC. | 104,786 | 3,894 | |
MetLife Investment Management, LLC | 104,412 | 4,266,274 | |
Ziegler Capital Management, LLC | 86,540 | 3,755,836 | |
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 85,307 | 3,485,644 | |
Hillsdale Investment Management Inc. | 82,640 | 3,376,670 | |
B. Metzler seel. Sohn & Co. AG | 70,260 | 2,870,824 | |
B. Metzler seel. Sohn & Co. Holding AG | 70,260 | 3,535,483 | |
NISA INVESTMENT ADVISORS, LLC | 56,324 | 2,108,207 | |
LAZARD ASSET MANAGEMENT LLC | 40,824 | 1,667 | |
AMALGAMATED BANK | 40,721 | 1,513 | |
TEACHERS RETIREMENT SYSTEM OF THE STATE OF KENTUCKY | 28,853 | 1,179 | |
BNP PARIBAS FINANCIAL MARKETS | 21,338 | 871,871 | |
Police & Firemen's Retirement System of New Jersey | 19,795 | 808,824 | |
KLP KAPITALFORVALTNING AS | 19,200 | 788,597 | |
OREGON PUBLIC EMPLOYEES RETIREMENT FUND | 18,590 | 690,804 | |
NEW MEXICO EDUCATIONAL RETIREMENT BOARD | 17,500 | 650 | |
Jump Financial, LLC | 13,000 | 531,180 | |
Keeley-Teton Advisors, LLC | 10,953 | 447,540 | |
PUTNAM INVESTMENTS LLC | 10,039 | 417,321 | |
CIM INVESTMENT MANAGEMENT INC | 8,075 | 329,944 | |
FORTE CAPITAL LLC /ADV | 6,329 | 258,603 | |
MACKENZIE FINANCIAL CORP | 5,623 | 205,240 | |
Janney Montgomery Scott LLC | 5,458 | 203 | |
111 Capital | 5,055 | 206,547 | |
CIBC Private Wealth Group LLC | 4,244 | 164,644 | |
NewEdge Advisors, LLC | 2,366 | 96,685 | |
ARK Investment Management LLC | 1,758 | 71,832 | |
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 1,663 | 67,950 | |
Covestor Ltd | 1,487 | 61 | |
Private Capital Group, LLC | 1,277 | 52 | |
Baird Financial Group, Inc. | 535 | 21,860 | |
BESSEMER GROUP INC | 510 | 19 | |
AMERIFLEX GROUP, INC. | 400 | 17,160 | |
Brooklyn Investment Group | 170 | 6,909 | |
MassMutual Private Wealth & Trust, FSB | 164 | 6,094 | |
FARMERS & MERCHANTS INVESTMENTS INC | 64 | 2,378 | |
Wilmington Savings Fund Society, FSB | 45 | 1,839 | |
First Horizon Advisors, Inc. | 23 | 855 | |
PRIVATE TRUST CO NA | 21 | 780 | |
Golden State Wealth Management, LLC | 16 | 595 | |
Financial Management Professionals, Inc. | 6 | 223 |
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
William R. Jellison Retired Vice President, Chief Financial Officer of Stryker Corporation (“Stryker”), one of the world’s leading medical technology (“Medtech”) companies. Since 2017, Mr. Jellison has served as Senior Advisor for Astor Place Holdings, the Private Equity arm of Select Equities, and consults with other private equity and investment management firms in the Medtech industry. Previously, Mr. Jellison served as Vice President, Chief Financial Officer of Stryker from 2013 to 2016. Prior to joining Stryker, Mr. Jellison served as the Senior Vice President and Chief Financial Officer of Dentsply International (“Dentsply”), the world’s largest manufacturer of professional dental products, from 1998 to 2013, except for a roughly two-year period of time between 2002 and 2005 when he was a Senior Vice President with full P&L responsibilities for some of Dentsply’s operating divisions located in the U.S., Europe and Asia. Mr. Jellison began his career with the Donnelly Corporation, a publicly traded international automotive parts supplier, where he served in several senior leadership roles, advancing to Vice President of Finance. Qualifications, Attributes, Skills and Experience: We believe that Mr. Jellison brings a unique perspective to the Board, especially with respect to opportunities to further specialize in the healthcare industry. In addition, Mr. Jellison brings substantial financial experience from a large, publicly-traded company to the Board. His experience abroad also provides him with diverse operating experiences in international markets, which provides the Board with a meaningful global business perspective. Mr. Jellison is able to use his experience in serving as an executive at a respected Medtech company to guide our Board in driving further specialization. | |||
William A. Wulfsohn Former Chairman and Chief Executive Officer of Ashland Global Holdings Inc., a global leader in providing specialty chemical solutions to customers in a wide range of customer and industrial markets. Mr. Wulfsohn served in this capacity from 2015 until 2019. He was also a Director and Non-Executive Chairman of Valvoline Inc., a leading worldwide producer and distributer of premium-branded automotive, commercial and industrial lubricants and automotive chemicals, from 2016 until 2018. From 2010 until 2014, Mr. Wulfsohn was President and Chief Executive Officer of Carpenter Technology Corporation (“Carpenter”), a manufacturer of stainless steel, titanium and other specialty metals and engineered products, and was a director of Carpenter from 2009 until 2014. Qualifications, Attributes, Skills and Experience As a proven leader, with deep and varied experience in technology and successful business operations, we believe that Mr. Wulfsohn is a valuable member of our Board. His background in managing operations in Europe and Asia/Pacific provides him with international expertise that is of value to Avient. Further, we believe his experience as a Chief Executive Officer of publicly-traded specialty companies has given him unique skills to assist in providing guidance on Avient’s continuing transformation. | |||
Sandra Beach Lin Retired President, Chief Executive Officer and Director of Calisolar, Inc. (now Silicor Materials Inc.), a solar silicon company. Ms. Lin served in this capacity from 2010 until her retirement in 2011. Previously, she served as Executive Vice President, then Corporate Executive Vice President, at Celanese Corporation (“Celanese”), a global hybrid chemical company, from 2007 to 2010. Prior to Celanese, Ms. Lin held global senior executive positions at Avery Dennison Corporation, Alcoa Inc. and Honeywell International Inc. Qualifications, Attributes, Skills and Experience We believe that Ms. Lin’s extensive senior executive experience, including as a Chief Executive Officer, leading global businesses in multiple industries provides her with valuable skills to serve on our Board. She has a deep understanding of the specialty chemicals industry, a strong operational foundation and wide-ranging international experience. Ms. Lin also currently serves as a director for two other public companies, and one privately-held precision engineered drug delivery company, which provides her with additional experience she utilizes while serving as a valued member of our Board. | |||
Robert E. Abernathy Retired Chairman and Chief Executive Officer of Halyard Health, Inc., a medical technology company that focuses on eliminating pain, speeding recovery, and preventing infection for healthcare providers and patients worldwide. Mr. Abernathy served as Chairman and Chief Executive Officer of Halyard Health, Inc. from the time of its spinoff from Kimberly-Clark Corporation (“Kimberly-Clark”) in 2014 until his retirement from those positions in 2017. Prior to that, he worked for Kimberly-Clark, a global personal care products company. He joined Kimberly-Clark in 1982 and served in numerous roles of increasing responsibility, including President, Global Healthcare in 2014 and Executive Vice President, from 2013 to 2014. Qualifications, Attributes, Skills and Experience: We believe that our Company can capitalize on Mr. Abernathy’s significant global experience, particularly in developing markets. Further, Mr. Abernathy’s prior role as a Chief Executive Officer of a publicly traded company and service on several other external boards will enable him to provide relevant and topical advice on issues affecting public companies. Mr. Abernathy’s unique perspective gained while working in the healthcare and consumer products industries can add value when evaluating our commercial relationships in those industries. | |||
Richard H. Fearon Non-Executive Chairman of our Board since 2023. Prior to serving as Board Chair, Mr. Fearon served as Lead Director of our Board from 2015-2023. Retired Chief Financial and Planning Officer of Eaton plc (“Eaton”), a global manufacturing company. Mr. Fearon served as Chief Financial and Planning Officer of Eaton from 2002, and as Vice Chairman from 2009 until his retirement in 2021. In his position at Eaton, Mr. Fearon was responsible for the accounting, control, corporate development, information systems, internal audit, investor relations, strategic planning, tax and treasury functions of Eaton. Prior to Eaton, Mr. Fearon worked at several large diversified companies, including Transamerica Corporation, NatSteel Limited and The Walt Disney Company. Qualifications, Attributes, Skills and Experience: We believe that Mr. Fearon’s years of experience as Eaton’s Chief Financial Officer, together with his years of service at other large global companies, enable him to provide the Board with important insight and leadership. He has comprehensive knowledge of financial accounting standards and extensive experience in financial statement preparation, corporate finance, corporate development, risk management, and investor relations. As an individual with extensive experience as an executive and leader at a multi-national corporation, Mr. Fearon is particularly equipped to advise our Board on current issues facing our Company. He also has significant governance expertise developed through his years as Lead Director of the Company from 2015 through 2023, as well as his service on numerous other boards. He has served as Non-Executive Chairman of our Board since 2023. | |||
Patricia Verduin, Ph.D. Retired Chief Technology Officer for Colgate-Palmolive Company (“Colgate-Palmolive”), a leading consumer products manufacturer. Dr. Verduin served in this capacity from 2011 until her retirement in 2022. Dr. Verduin was Colgate-Palmolive’s Vice President, Research and Development from 2007 to 2011. Prior to joining Colgate-Palmolive, Dr. Verduin served as Senior Vice President and Chief Science Officer, Grocery Manufacturers Association from 2006 to 2007, as Senior Vice President of Product Quality and Development from 2002 to 2006, and as Senior Vice President of Research and Development, Grocery Products Development from 2000 to 2002 at ConAgra Foods, Inc. (now Conagra Brands, Inc.). Qualifications, Attributes, Skills and Experience: We believe that Dr. Verduin’s experience leading large global science, technology, regulatory, and innovation teams in the corporate setting will provide a unique perspective to our Board. Her role as a Chief Technology Officer and roles in science, innovation and product development will provide valuable insight into leading an innovative company and will allow her to provide expert guidance to our management and Board on our technology and innovation strategies. Dr. Verduin was also heavily involved in M&A activity in her various positions and can assist Avient in its future acquisition strategies. | |||
Neil Green Executive Vice President and Chief Digital Officer at Otis Worldwide Corporation (“Otis”), a leading elevator and escalator manufacturing, installation and service company, since 2020. From 2018 to 2020, Mr. Green served as Otis’ Vice President, Transformation and Chief Digital Officer. Prior to joining Otis, Mr. Green served as Vice President, Data Center Group at Intel Corporation, a semiconductor company, and as President, Intel Federal LLC, a subsidiary of Intel Corporation, from 2015 to 2018, and previously in various other roles of increasing responsibility at Intel Corporation. Qualifications, Attributes, Skills and Experience: We believe that Mr. Green’s role as Chief Digital Officer at a global manufacturing company uniquely positions him to provide insights into Avient’s digital strategy and execution, cloud adoption, mobility, data science, and cybersecurity. We further believe that Mr. Green can provide the Board with topical advice regarding innovative new technology developments to improve product development, service and manufacturing. | |||
Kim Ann Mink, Ph.D. Former Chairman, President and Chief Executive Officer of Innophos Holdings, Inc. (“Innophos”), a leading international producer of performance-critical and nutritional functional ingredients, with applications in food, health and industrial specialties markets. Dr. Mink served in this capacity from 2015 until her retirement in 2020. Prior to joining Innophos, Dr. Mink served as Business President of Elastomers, Electrical and Telecommunications at the Dow Chemical Company (“Dow”), a specialty chemicals provider, from 2012 to 2015. She joined Dow in 2009 as Global General Manager, Performance Materials and President and Chief Executive Officer of ANGUS Chemical Co. (then a fully-owned subsidiary of Dow). Prior to joining Dow, she was Corporate Vice President and Global General Manager, Ion Exchange Resins at the Rohm and Haas Company (now a fully-owned subsidiary of Dow), where she spent more than 20 years serving in numerous senior roles with increasing responsibilities. Qualifications, Attributes, Skills and Experience: We believe Dr. Mink provides us with valuable counsel related to her chemical and advanced materials background. Further, her experience as a Chief Executive Officer of a public company provides Avient with a unique perspective when forming strategies to guide the direction of our Company. Avient also benefits from her experience and expertise in technology and varied end markets. | |||
Kerry J. Preete Retired Executive Vice President, Chief Strategy Officer for Monsanto Company (“Monsanto”), a leading global provider of technology-based solutions and agricultural products that improve farm productivity and food quality. Mr. Preete served in this capacity from 2010 until his retirement in 2018. Mr. Preete also previously served as Monsanto’s President, Global Crop Protection Division from 2009 to 2010 and Vice President, International Commercial Business from 2008 to 2009. From 1985 to 2008, Mr. Preete served in various roles of increasing responsibility at Monsanto. Qualifications, Attributes, Skills and Experience: Because of his broad experience at a leading, well-known company, we believe Mr. Preete brings an insightful perspective on running a successful, innovative company. Mr. Preete is specifically adept in not only thinking strategically but also tactically, and these traits will be valuable to Avient as it continues into the future. Further, his global experience and understanding will assist Avient in its plans to operate in different regions and cultures, and we believe his global business acumen is relevant and transferable across industries. Mr. Preete’s operational foundation, strategic expertise, and global experience are assets to Avient’s Board. | |||
Gregory J. Goff Founder and Chief Executive Officer of Manifest Energy Transitions Company, an investment company investing in businesses in the energy sector, since 2024. Retired Executive Vice Chairman of Marathon Petroleum Corporation (“Marathon”), a leading, integrated, downstream energy company. Mr. Goff served in this capacity from 2018 until his retirement in 2019. Prior to Marathon’s acquisition of Andeavor (formerly Tesoro Corporation), Mr. Goff served as President and Chief Executive Officer from 2010 to 2018, and as Chairman from 2014 to 2018, of Andeavor, a leading company in the independent refining and marketing business. He also served as Chairman and Chief Executive Officer of Andeavor Logistics LP (formerly Tesoro Logistics LP), a NYSE-listed master limited partnership that owned, operated and developed crude oil and refined products and logistics assets, from 2011 to 2018. Prior to joining Tesoro in 2010, Mr. Goff worked for ConocoPhillips Corporation, an integrated energy company, where he held a number of senior leadership positions, most recently Senior Vice President Commercial from 2008 to 2010. Qualifications, Attributes, Skills and Experience: We believe that, as a Board member with proven leadership capabilities and as an executive who has extensive international business experience across Europe, Asia and Latin America, Mr. Goff provides a unique perspective on our strategy and operations. Mr. Goff’s deep understanding of the energy industry and specialty chemical businesses provides valuable insight into Avient’s strategic planning. His experience as the Chief Executive Officer of a large, independent refining and petroleum products marketing company and his participation as a member of national trade associations provide him with valuable experience that can enhance our Board. | |||
Ernest Nicolas Chief Enterprise Operations Officer at HP Inc. ("HP"), a technology company with a product and services portfolio of personal systems, printers, and 3D printing solutions, since 2024. From 2022 to 2024, Mr. Nicolas served as Chief Supply Chain Officer at HP. From 2020 to 2022, Mr. Nicolas served as Senior Vice President and Chief Supply Chain Officer at Rockwell Automation, Inc. (“Rockwell Automation”), a global leader in industrial automation and digital transformation. From 2019 to 2020, Mr. Nicolas served as Rockwell Automation’s Senior Vice President, Operations and Engineering Services; from 2018 to 2019, he served as Vice President, Global Supply Chain; and from 2015 to 2018, he served as Vice President, Strategic Sourcing and Supply Management. He joined Rockwell Automation in 2006 and has held numerous positions of increasing responsibility since that time. Prior to joining Rockwell Automation, Mr. Nicolas began his career at General Motors Company. Qualifications, Attributes, Skills and Experience: We believe that Mr. Nicolas’ experiences in supply chain and enterprise operations at a large technology company and a large industrial company provide valuable insights into issues impacting our integrated supply chain. Mr. Nicolas has a deep understanding of supply chain planning, strategic sourcing, manufacturing operations, logistics, customer care, and enterprise quality, and we believe that this can assist Avient’s supply chain leadership. In addition, we believe that Mr. Nicolas’ experience in managing manufacturing in the Asia Pacific region can assist Avient with our manufacturing plans in that region. | |||
Ashish K. Khandpur, Ph.D. President and Chief Executive Officer of Avient. Dr. Khandpur has served as President and Chief Executive Officer of Avient since 2023. Prior to serving in these current roles, Dr. Khandpur served as Group President of the Transportation & Electronics business group for 3M Company (“3M”), a global manufacturing and technology company, from April 2021 to November 2023. During his 28-year career with 3M, Dr. Khandpur held a series of roles with increasing responsibility, including Executive Vice President, Transportation & Electronics business group, from April 2019 to April 2021; Executive Vice President, Electronics & Energy business group, from July 2017 to March 2019; and Senior Vice President, Research & Development and Chief Technology Officer, from July 2014 to June 2017, among other roles. Qualifications, Attributes, Skills and Experience We believe that as our President and Chief Executive Officer and in light of his prior executive experience, Dr. Khandpur is particularly well qualified to serve on our Board. His breadth of experiences in multiple market segments, running complex businesses with broad global footprints, and his deep technical expertise and demonstrated commercial success in building and growing businesses make him particularly well-suited as a Board member to elevate Avient’s performance. His responsibility for developing and executing the Company’s annual operating plans and strategic plans provides him with the knowledge and experience needed to offer unique and valuable input to our Board. |
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||||||||
Ashish K. Khandpur, President and Chief Executive Officer
|
2024 | 1,058,077 | — | 1,617,924 | 1,647,357 | 2,396,520 | 183,417 | 6,903,295 | ||||||||||||||||||
2023 | 44,423 | 1,500,000 | 5,006,910 | — | — | 179 | 6,551,512 | |||||||||||||||||||
Jamie A. Beggs, Senior Vice President, Chief Financial Officer | 2024 | 597,885 | — | 388,773 | 396,083 | 886,251 | 50,890 | 2,319,882 | ||||||||||||||||||
2023 | 575,000 | — | 332,708 | 332,439 | 644,606 | 51,433 | 1,936,186 | |||||||||||||||||||
2022 | 565,769 | — | 334,264 | 332,206 | 245,699 | 72,352 | 1,550,290 | |||||||||||||||||||
Joel R. Rathbun, Former Senior Vice President, Mergers and Acquisitions | 2024 | 547,500 | — | 308,270 | 313,900 | 803,586 | 40,619 | 2,013,875 | ||||||||||||||||||
2023 | 525,000 | — | 294,071 | 294,446 | 516,119 | 36,807 | 1,666,443 | |||||||||||||||||||
2022 | 494,231 | — | 239,512 | 238,354 | 511,026 | 25,692 | 1,508,815 | |||||||||||||||||||
Amy M. Sanders, Senior Vice President, General Counsel, Secretary and Corporate Ethics Officer | 2024 | 316,558 | 170,000 | 866,000 | — | 358,122 | 245,971 | 1,956,651 | ||||||||||||||||||
Christopher L. Pederson, Senior Vice President, President of SEM | 2024 | 504,500 | — | 251,328 | 254,580 | 626,101 | 42,539 | 1,679,048 | ||||||||||||||||||
Michael A. Garratt, Former Senior Vice President, President of CAI, EMEA
|
2024 | 285,538 | — | 683,514 | 612,044 | 351,796 | 1,173,313 | 3,106,205 | ||||||||||||||||||
2023 | 485,000 | — | 238,262 | 238,090 | 474,906 | 725,726 | 2,161,984 | |||||||||||||||||||
2022 | 478,846 | — | 239,512 | 238,354 | 468,709 | 509,526 | 1,934,947 |
Customers
Customer name | Ticker |
---|---|
The Estée Lauder Companies Inc. | EL |
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Patterson Robert M | - | 610,897 | 394,236 |
Midea M. John Jr. | - | 38,424 | 4,352 |
ABERNATHY ROBERT E | - | 36,181 | 0 |
Beggs Jamie A. | - | 31,505 | 13,096 |
Garratt Michael A | - | 30,857 | 15,134 |
Beggs Jamie A. | - | 23,777 | 12,602 |
Ashish Khandpur K | - | 23,011 | 0 |
Pederson Christopher | - | 15,222 | 7,718 |
Moh Woon Keat | - | 10,919 | 0 |
Pederson Christopher | - | 8,346 | 5,273 |
Rathbun Joel R. | - | 5,334 | 27,681 |
Gajewski Kristen | - | 1,316 | 95 |
Rathbun Joel R. | - | 0 | 28,566 |