PolyOne Corporation 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 23, 2008
PolyOne Corporation
(Exact Name of Registrant as Specified in Charter)
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1-16091
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34-1730488 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
33587 Walker Road, Avon Lake, Ohio 44012
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (440) 930-1000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On January 23, 2008, Stephen D. Newlin, Chairman, President and Chief Executive Officer of
PolyOne Corporation (the “Company”), will deliver a presentation at the Sidoti & Company Fifth
Annual “Emerging Growth Institutional Investor Forum” in Palm Beach, Florida. The presentation is
scheduled to begin at 9:05 a.m., Eastern Time. A copy of the slide show to be handed out at this
presentation is attached as Exhibit 99.1.
The slide show contains preliminary estimates of the Company’s results of operations for the
fiscal year ended December 31, 2007, which remain subject to change as the Company finalizes its
financial statements for such period.
The slide show also contains the following non-GAAP financial measures: pro forma revenue;
gross margin; and operating income (loss) before special items. Below are reconciliations to the
most directly comparable GAAP financial measures. The Company is unable to provide a
reconciliation for non-GAAP financial measures for periods beyond 2006 without unreasonable
efforts.
Reconciliation of 2006 Pro Forma Revenue
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Year Ended |
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billions) |
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December 31, 2006 |
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PolyOne revenue |
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$ |
2.6 |
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GLS revenue |
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0.1 |
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Pro forma revenue |
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$ |
2.7 |
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Reconciliation of 2006 Gross Margin, as adjusted
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Year Ended |
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December 31, 2006 |
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Sales — continuing |
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$ |
2,622.4 |
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Cost of sales |
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2,282.7 |
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Depreciation and amortization related to cost of sales activities |
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41.2 |
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Environmental remediation costs & other adjustments |
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(7.8 |
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Gross margin, as adjusted |
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$ |
306.3 |
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Reconciliation
of GAAP 2006 Operating Income to Non-GAAP Operating Income before Special Items
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Year Ended |
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December 31, 2006 |
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Continuing Operations: |
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Operating income |
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$ |
190.5 |
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Special items in continuing operations, before tax |
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2.7 |
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Operating income before specials |
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$ |
193.2 |
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Special Items in continuing operations, before tax |
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Asset impairments |
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$ |
0.2 |
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Environmental remediation at inactive site |
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2.5 |
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$ |
2.7 |
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The Company has provided pro forma revenue, which includes revenue from the recently
acquired GLS Corporation, to give an indication of the potential impact of the GLS acquisition on
PolyOne’s revenue. PolyOne’s chief operating decision maker uses the other non-GAAP financial
measures to monitor and evaluate the ongoing performance of the Company and each business segment
and to allocate resources. In addition, operating income before special items is a component of
various PolyOne annual and long-term employee incentive plans.
The information in this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated
by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act,
regardless of any general incorporation language in such filing, unless expressly incorporated by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description |
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99.1
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Stephen D. Newlin Presentation, dated January 23, 2008 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 23, 2008
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POLYONE CORPORATION |
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By |
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/s/ Lisa K. Kunkle |
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Name: Lisa K. Kunkle
Title: Vice President, General Counsel
and Secretary |
EXHIBIT INDEX
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Exhibit
No.
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Description |
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99.1
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Stephen D. Newlin Presentation, dated January 23, 2008 |