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POL > SEC Filings for POL > Form 10-Q on 4-Nov-2009All Recent SEC Filings

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Form 10-Q for POLYONE CORP


4-Nov-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Our Business
We are a premier provider of specialized polymer materials, services and solutions with operations in thermoplastic compounds, specialty polymer formulations, color and additive systems, thermoplastic resin distribution and specialty vinyl resins. We also have three equity investments: one in a manufacturer of caustic soda and chlorine; one in a formulator of polyurethane compounds; and one in a manufacturer of polyvinyl chloride (PVC) compound products. Headquartered in Avon Lake, Ohio, we have employees at manufacturing sites and distribution facilities in North America, Europe and Asia and equity investments in North America. We provide value to our customers through our ability to link our knowledge of polymers and formulation technology with our manufacturing and supply chain to provide an essential link between large chemical producers (our raw material suppliers) and designers, assemblers and processors of plastics (our customers).

Highlights and Executive Summary
Selected Financial Data

                                                                Three Months Ended September 30,              Nine Months Ended September 30,
(In millions)                                                      2009                  2008                    2009                  2008

Sales                                                        $        548.3        $        735.1          $      1,508.2        $      2,196.9
Operating income                                             $         56.2        $          1.3          $         72.8        $         45.4
Net income (loss)                                            $         49.6        $         (5.6 )        $         43.8        $          9.7

Sales in the third quarter and first nine months of 2009 declined 25.4% and 31.3%, respectively, versus the corresponding periods in 2008. Volumes in the third quarter and first nine months of 2009 declined 20.1% and 28.0%, respectively, compared to the corresponding periods in 2008. These results reflect the adverse impact of the global recession on demand levels across all end markets. Particularly hardest hit were the transportation and building and construction end markets. Changes in currency exchange rates had a negative impact on sales of 3.6% and 5.4% for the third quarter and first nine months of 2009, respectively.
Operating income in the third quarter and first nine months of 2009 increased $54.9 million and $27.4 million, respectively, versus the corresponding periods in 2008 primarily as a result of third quarter 2009 gains of $21.1 million associated with the curtailment of our postretirement healthcare plan and $23.9 million related to the reimbursement of previously incurred environmental costs. Additionally, operating income was favorably impacted by improved mix, lower raw material costs, the realization of restructuring savings, and an incremental benefit from LIFO related to the significant inventory reduction in the United States in the first nine months of 2009. The impact of the previously noted volume declines partially offset these favorable items in the third quarter and first nine months of 2009 compared to the corresponding periods in 2008. Additionally, we recognized charges of $12.1 million and $25.2 million related to restructuring and employee separation in the third quarter and first nine months of 2009, respectively, as compared to $11.6 million and $13.1 million in the corresponding periods in 2008. Our operating income for the first nine months of 2009 was also negatively impacted by the $5.0 million adjustment to our estimated 2008 year-end goodwill impairment charge. Changes in currency exchange rates unfavorably impacted operating income by $1.0 million and $4.5 million, respectively, in the third quarter and first nine months of 2009 as compared to the corresponding periods in 2008, driven mainly by the strengthening of the U.S. dollar versus the Euro and Canadian dollar. Net income increased $55.2 million and $34.1 million during the third quarter and first nine months of 2009, respectively, as compared to the same periods in 2008 primarily due to the items discussed in the paragraph above. Net interest expense was lower than in comparable prior periods primarily due to lower average borrowing levels and lower average interest rates on our variable rate debt. Income tax benefit for the first nine months of 2009 included $13.2 million of income tax benefits and related interest income due to the favorable settlement of a foreign tax audit and a state tax refund. These items were partially offset by $8.3 million of charges for similar items in the second and third quarters of 2009.


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Liquidity

                                             September 30, 2009      December 31, 2008

Cash and cash equivalents                     $          241.0        $          44.3
Accounts receivable facility availability                103.4                  121.4

Liquidity                                     $          344.4        $         165.7

Since December 31, 2008, our liquidity increased by $178.7 million to $344.4 million as the increase in our cash balance has more than offset the decline in our borrowing capacity on the accounts receivable facility. The increase in cash and cash equivalents of $196.7 million was driven by substantially lower working capital investment in the first nine months of 2009 as compared to year-end 2008.
Results of Operations - Three-Month Period Ended September 30, 2009 versus the

Three-Month Period Ended September 30, 2008

                                                                                                           Variances-Favorable
                                                       Three Months Ended September 30,                       (Unfavorable)
(Dollars in millions, except per share data)             2009                    2008                   Change             % Change

Sales                                              $        548.3          $        735.1             $  (186.8 )            (25.4 )%

Cost of sales                                               441.0                   669.9                 228.9               34.2 %

Gross margin                                                107.3                    65.2                  42.1               64.6 %
Selling and administrative                                   56.3                    69.7                  13.4               19.2 %
Income from equity affiliates and minority
interest                                                      5.2                     5.8                  (0.6 )            (10.3 )%

Operating income                                             56.2                     1.3                  54.9                 NM
Interest expense, net                                        (8.5 )                  (9.7 )                 1.2               12.4 %
Other expense, net                                           (1.2 )                     -                  (1.2 )               NM

Income (loss) before income taxes                            46.5                    (8.4 )                54.9                 NM
Income tax benefit                                            3.1                     2.8                   0.3               10.7 %

Net income (loss)                                  $         49.6          $         (5.6 )           $    55.2                 NM


Earnings (loss) per common share:
Basic earnings (loss)                              $         0.54          $        (0.06 )
Diluted earnings (loss)                            $         0.53          $        (0.06 )


NM - Not meaningful
Sales

Sales declined $186.8 million, or 25.4%, due to the effects of the global recession on demand levels. The components of this decrease include the unfavorable impact of the decline in volumes, which reduced sales 20.1% and the unfavorable impact of foreign exchange on sales of 3.6%. All operating segments experienced a decline in sales. The end markets particularly hardest hit globally were transportation and building and construction. Cost of Sales
Cost of sales includes raw material, plant conversion, distribution and environmental remediation related costs and plant related restructuring charges. These costs, as a percentage of sales, declined to 80.4% in the third quarter of 2009 as compared to 91.1% in the third quarter of 2008. Included in cost of sales for the third quarter of 2009 is a gain of $23.9 million associated with the reimbursement of previously incurred environmental costs. Restructuring charges in cost of sales were $10.5 million in the third quarter 2009 as compared to $11.5 million in the same period in 2008. The primary drivers of the remaining quarter-over-quarter decline were lower raw material costs, realization of restructuring savings and the LIFO benefit related to inventory reductions in the United States.
Selling and Administrative
Selling and administrative costs include selling, technology, administrative functions, and general corporate expenses. These costs were $13.4 million lower in the third quarter of 2009 due to the impact of the $21.1 million curtailment gain,


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savings from our restructuring activities and decreases in insurance and bad debt expense, which were partially offset by increases in pension and incentive compensation expenses.
Income from Equity Affiliates
Income from equity affiliates is summarized as follows:

                                                Three Months Ended
                                                  September 30,
                   (In millions)                 2009         2008

                   SunBelt                    $    4.8      $  10.2
                   Other equity affiliates    $    0.4      $  (4.4 )

During the third quarter of 2009, income from equity affiliates declined $0.6 million. Lower earnings from our SunBelt joint venture were due primarily to lower pricing for caustic soda, partially offset by an increase in pricing and volume for chlorine as compared to the third quarter of 2008. Also, in the third quarter of 2008, we recognized charges of $4.7 million related to our investment in Geon Polimeros Andinos, a 50% owned equity affiliate. Interest Expense, net
Interest expense, net declined $1.2 million in the third quarter of 2009 versus the third quarter of 2008 due primarily to lower average borrowings and lower interest rates on our variable rate debt. Included in interest expense, net for the third quarter of 2009 and 2008 was interest income of $0.9 million and $0.8 million, respectively.

Other Expense, net

                                                           Three Months Ended
                                                             September 30,
       (In millions)                                        2009         2008

       Currency exchange gain                            $    1.7      $   1.2
       Foreign exchange contracts loss                       (2.3 )       (0.4 )
       Fees and discount on sale of trade receivables        (0.4 )       (0.6 )
       Other loss                                            (0.2 )       (0.2 )

       Other expense, net                                $   (1.2 )    $     -

The expense related to the discount on sale of trade receivables was lower in the third quarter of 2009 as we had no borrowings under our receivables sale facility.
Income Tax (Expense) Benefit
For the third quarter of 2009, we recognized an income tax benefit of $3.1 million compared to a benefit of $2.8 million in the third quarter of 2008. We record our interim provision for income taxes based on our estimated annual effective tax rate as well as certain items discrete to the current period. Our interim provision as well as our estimated annual effective tax rate is impacted by a number of factors including our U.S. federal, state and foreign income tax loss carryforwards and our ability to use them, as well as changes to our unrealized tax benefits.
We decreased existing valuation allowances against our deferred tax assets by $28.4 million in the third quarter of 2009. The non-cash benefit to income tax expense was $15.3 million and related to various U.S. federal, state, local and foreign deferred tax assets. The remaining decrease of $13.1 million related to pension and postretirement health care liabilities and was recorded as an increase to accumulated other comprehensive income. We review all valuation allowances related to deferred tax assets and will adjust these reserves when appropriate.
During the third quarter of 2009, we recognized $3.4 million of benefit related to a state tax refund.


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Results of Operations - Nine-Month Period Ended September 30, 2009 versus the

Nine-Month Period Ended September 30, 2008

                                                                                                            Variances-Favorable
                                                        Nine Months Ended September 30,                        (Unfavorable)
(Dollars in millions, except per share data)              2009                    2008                   Change             % Change

Sales                                               $      1,508.2          $      2,196.9             $  (688.7 )            (31.3 )%

Cost of sales                                              1,255.4                 1,958.3                 702.9               35.9 %

Gross margin                                                 252.8                   238.6                  14.2                6.0 %
Selling and administrative                                   203.6                   217.6                  14.0                6.4 %
Adjustment to impairment of goodwill                           5.0                       -                  (5.0 )               NM
Income from equity affiliates and minority
interest                                                      28.6                    24.4                   4.2               17.2 %

Operating income                                              72.8                    45.4                  27.4               60.4 %
Interest expense, net                                        (26.1 )                 (27.9 )                 1.8                6.5 %
Other expense, net                                            (8.5 )                  (2.7 )                (5.8 )           (214.8 )%

Income before income taxes                                    38.2                    14.8                  23.4              158.1 %
Income tax benefit (expense)                                   5.6                    (5.1 )                10.7                 NM

Net income                                          $         43.8          $          9.7             $    34.1              351.5 %


Basic and diluted earnings per common share         $         0.47          $         0.10

NM - Not meaningful
Sales
Sales declined $688.7 million, or 31.3%, in the first nine months of 2009 due to the effects of the global recession. The components of this decrease include the unfavorable impact of the decline in volumes of 28.0% and the unfavorable impact of foreign exchange on sales of 5.4%. All operating segments experienced declines in sales and volumes reflecting the significant impact of the global recession on our end markets, particularly transportation and building and construction.
Cost of Sales
Cost of sales includes raw material, plant conversion, distribution and environmental remediation related costs and plant related restructuring charges. These costs, as a percentage of sales, declined to 83.2% of sales in the first nine months of 2009 as compared to 89.1% in the first nine months of 2008. Cost of sales for the first nine months of 2009 includes a gain of $23.9 million associated with the reimbursement of previously incurred environmental costs. Restructuring charges in cost of sales were $23.2 million in the first nine months of 2009 and $11.9 million in the same period in 2008. Lower raw material costs, the realization of restructuring savings and a benefit from LIFO related to inventory reductions in the United States favorably impacted cost of good sold in the first nine months of 2009 as compared to the same period in 2008. Selling and Administrative
Selling and administrative includes selling, technology, administrative, and general corporate expenses. These costs were $14.0 million lower in the first nine months of 2009 due to a $21.1 million curtailment gain, a decrease in insurance and bad debt expense and savings from our restructuring activities, partially offset by increases in pension and incentive compensation expenses. Adjustment to Impairment of Goodwill
As previously disclosed in our 2008 Annual Report on Form 10-K, during the fourth quarter of 2008, we identified indicators of potential impairment and evaluated the carrying values of goodwill and other intangible and long-lived assets. The measurement of goodwill impairment consists of two steps. In the first step, we compared the fair value of each reporting unit to its carrying value, and determined that the fair value of both the Geon Compounds and Specialty Coatings reporting units (reporting units within Performance Products and Solutions) was less than their corresponding


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carrying values. Following that determination, we performed a second step in order to measure the amount of the impairment by comparing the implied fair value of each reporting unit's goodwill to its carrying value. The calculation of the goodwill impairment in this second step includes a hypothetical allocation of the fair value of the assets and liabilities as if the reporting units had been acquired. Due to the extensive work involved in performing the related asset appraisals, we initially recognized an estimated impairment loss of $170.0 million in our 2008 Annual Report on Form 10-K.
Subsequently, in the first quarter of 2009, we completed the second step of the analysis and determined the final goodwill impairment charge as of December 31, 2008 was $175.0 million, reflecting impairments of $147.8 million and $27.2 million for the Geon Compounds and Specialty Coatings reporting units, respectively. This represented an increase in the goodwill impairment charge for Specialty Coatings of approximately $12.4 million and a decrease for Geon Compounds of $7.4 million, as compared to the preliminary estimates recorded in the fourth quarter of 2008. The total difference of approximately $5.0 million from our preliminary estimate was recorded in the first quarter of 2009. This adjustment is recorded in the accompanying consolidated statements of operations and is reflected within Corporate and eliminations in Note 13 to the accompanying consolidated financial statements. Income from Equity Affiliates
Income from equity affiliates is summarized as follows:

                                                Nine Months Ended
                                                  September 30,
                   (In millions)                2009         2008

                   SunBelt                    $   26.6     $  26.8
                   Other equity affiliates    $    2.0     $  (2.4 )

Income from other equity affiliates increased $4.2 million in the first nine months of 2009. In the first nine months of 2008 we recorded $4.7 million of charges related to our investment in Geon Polimeros Andinos, a 50% owned equity affiliate.
Interest Expense, Net
The decrease in interest expense, net of $1.8 million for the first nine months of 2009 as compared to the first nine months of 2008 was the result of lower average borrowing levels and lower interest rates on our variable rate debt. Included in interest expense, net for the nine months of 2009 and 2008 was interest income of $2.4 million and $2.5 million, respectively. Other Expense, Net
Financing costs associated with our receivables sale facility, foreign currency gains and losses and other miscellaneous items were as follows:

                                                            Nine Months Ended
                                                              September 30,
        (In millions)                                        2009         2008

        Currency exchange gain                            $    1.3      $  1.4
        Foreign exchange contracts loss                       (8.4 )      (0.9 )
        Fees and discount on sale of trade receivables        (1.0 )      (2.8 )
        Other loss                                            (0.4 )      (0.4 )

        Other expense, net                                $   (8.5 )    $ (2.7 )


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In the first quarter of 2009, we recorded $7.1 million in foreign currency-related losses, which were primarily attributable to Euro-denominated exposures that were not hedged in connection with the transition of treasury management services to new providers.
Income Tax (Expense) Benefit
For the first nine months of 2009, we recorded an income tax benefit of $5.6 million compared to income tax expense of $5.1 million in the first nine months of 2008. We record our interim provision for income taxes based on our estimated annual effective tax rate as well as certain items discrete to the current period. Our interim provision as well as our estimated annual effective tax rate is impacted by a number of factors including our U.S. federal, state, and foreign income tax loss carryforwards, our ability to use them, as well as changes to our unrealized tax benefits.
We decreased existing valuation allowances against our deferred tax assets by $34.6 million in the first nine months of 2009. The non-cash benefit to income tax expense was $12.6 million and related to various U.S. federal, state, local and foreign deferred tax assets. The remaining decrease of $22.0 million related to pension and postretirement health care liabilities and was recorded as an increase to accumulated other comprehensive income. We review all valuation allowances related to deferred tax assets and will adjust these reserves when appropriate.
During the third quarter of 2009, we recognized $3.4 million of benefit related to a state tax refund.


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SEGMENT INFORMATION
Operating income is the primary financial measure reported to the chief operating decision maker for purposes of making decisions, allocating resources to our segments and assessing their performance. Operating income at the segment level (segment operating income) does not include: corporate general and administrative costs that are not allocated to segments; intersegment sales and profit eliminations; charges related to specific strategic initiatives, such as the consolidation of operations; restructuring activities, including employee separation costs resulting from personnel reduction programs, plant closure and phaseout costs; executive separation agreements; share-based compensation costs; asset impairments; environmental remediation costs for facilities no longer owned or closed in prior years; gains and losses on the divestiture of joint ventures and equity investments; and certain other items that are not included in segment operating income. These costs are included in Corporate and eliminations.
Sales and Operating Income - Three Months Ended September 30, 2009 versus the Three Months Ended September 30, 2008:

                                              Three Months Ended September 30,
(Dollars in millions)                             2009                 2008                  Change            % Change
Sales:
International Color and Engineered          $      124.4          $      153.7           $  (29.3 )             (19.1 )%
Materials
Specialty Engineered Materials                      53.6                  66.1              (12.5 )             (18.9 )%
Specialty Color, Additives and Inks                 52.2                  60.1               (7.9 )             (13.1 )%
Performance Products and Solutions                 180.9                 274.4              (93.5 )             (34.1 )%
PolyOne Distribution                               163.1                 214.7              (51.6 )             (24.0 )%
Corporate and eliminations                         (25.9 )               (33.9 )              8.0                23.6  %

                                            $      548.3          $      735.1           $ (186.8 )             (25.4 )%


Operating income (loss):
International Color and Engineered          $        8.4          $        4.6           $    3.8                82.6  %
Materials
Specialty Engineered Materials                       5.9                   5.0                0.9                18.0  %
Specialty Color, Additives and Inks                  5.2                   4.7                0.5                10.6  %
Performance Products and Solutions                  12.0                   5.3                6.7               126.4  %
PolyOne Distribution                                 6.5                   9.4               (2.9 )             (30.9 )%
Resin and Intermediates                              3.8                   9.6               (5.8 )             (60.4 )%
Corporate and eliminations                          14.4                 (37.3 )             51.7                 NM

                                            $       56.2          $        1.3           $   54.9                 NM


Operating income as a percentage of
sales:
International Color and Engineered                   6.8  %                3.0  %           3.8 %
Materials                                                                                          points
Specialty Engineered Materials                      11.0  %                7.6  %           3.4 %  points
Specialty Color, Additives and Inks                 10.0  %                7.8  %           2.2 %  points
Performance Products and Solutions                   6.6  %                1.9  %           4.7 %  points
PolyOne Distribution                                 4.0  %                4.4  %          (0.4)%  points
Total                                               10.2  %                0.2  %          10.0 %  points

International Color and Engineered Materials Sales decreased $29.3 million, or 19.1%, in the third quarter of 2009 compared to the third quarter of 2008. Approximately 15.5% of the decrease was due to lower volumes as a result of the effects of the global recession on demand levels in Europe and Asia. Changes in currency exchange rates in the quarter resulted in a decrease in sales of approximately 6.1%. These unfavorable items were partially offset by the benefit of a slight improvement in the price and mix of products sold.
Operating income increased by $3.8 million, or 82.6%, in the third quarter of 2009 compared to the third quarter of 2008 driven by declining raw material costs, the realization of savings from our restructuring programs and reduced . . .

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