SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X]
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2003 |
OR
[ ]
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Commission file number 1-16091.
A.
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Full title of the plan and the address of the plan, if different from that of the issuer below: | |
POLYONE RETIREMENT SAVINGS PLAN FOR COLLECTIVE BARGAINING EMPLOYEES | ||
B.
|
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: | |
POLYONE CORPORATION | ||
33587 WALKER ROAD | ||
AVON LAKE, OHIO 44012 |
REQUIRED INFORMATION
The following financial statements and supplemental schedules for the PolyOne Retirement Savings Plan For Collective Bargaining Employees, prepared in accordance with the financial reporting requirements of ERISA, are being filed herewith: | ||||||
Page No. | ||||||
(in this | ||||||
Report) | ||||||
Audited Financial Statements and Supplemental Schedules, December 31, 2003 and Year ended December 31, 2003 with Report of Independent Registered Public Accounting Firm | 1 | |||||
The following exhibits are being filed herewith: | ||||||
23.1 Consent of Ernst & Young LLP | 12 | |||||
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be sign on its behalf by the undersigned hereunto duly authorized.
Date: June 28, 2004 | POLYONE RETIREMENT SAVINGS PLAN FOR COLLECTIVE BARGAINING EMPLOYEES |
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By: PolyOne Corporation Committee for Employee Benefits Administration |
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By: /s/ Michael J. Meier
Michael J. Meier Corporate Controller PolyOne Corporation |
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
PolyOne Retirement Savings Plan for Collective Bargaining Employees December 31, 2003 with Report of Independent Registered Public Accounting Firm
PolyOne Retirement Savings Plan for Collective Bargaining Employees
Audited Financial Statements and Supplemental Schedules
December 31, 2003
Contents
Report of Independent Registered Public Accounting Firm |
1 | |||
Audited Financial Statements |
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Statement of Net Assets Available for Benefits |
2 | |||
Statement of Changes in Net Assets Available for Benefits |
3 | |||
Notes to Financial Statements |
4 | |||
Supplemental Schedules |
||||
Schedule H, Line 4iSchedule of Assets (Held at End of Year) |
10 | |||
Schedule H,
Line 4jSchedule of Reportable Transactions |
11 |
Report of Independent Registered Public Accounting Firm
PolyOne Corporation
Retirement
Plan Committee
We have audited the accompanying statement of net assets available for benefits of the PolyOne Retirement Savings Plan for Collective Bargaining Employees as of December 31, 2003, and the related statement of changes in net assets available for benefits for the period June 1, 2003 through December 31, 2003. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003, and the changes in its net assets available for benefits for the period June 1, 2003 through December 31, 2003, in conformity with U.S. generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2003 and reportable transactions for the period June 1, 2003 through December 31, 2003, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plans management. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
June 11, 2004
1
PolyOne Retirement Savings Plan
for Collective Bargaining Employees
Statement of Net Assets Available for Benefits
December 31, 2003
Assets |
||||
Investments, at fair value |
$ | 3,495,748 | ||
Receivables: |
||||
Employer contributions |
36 | |||
Participant contributions |
56 | |||
Total receivables |
92 | |||
Net assets available for benefits |
$ | 3,495,840 | ||
See accompanying notes.
2
PolyOne Retirement Savings Plan
for Collective Bargaining Employees
Statement of Changes in Net Assets Available for Benefits
Period from June 1, 2003 through December 31, 2003
Additions |
||||
Investment income: |
||||
Interest and dividends |
$ | 37,978 | ||
Net appreciation in fair value of investments |
422,442 | |||
460,420 | ||||
Transfers from: |
||||
PolyOne Retirement Savings Plan-A |
2,957,471 | |||
Contributions: |
||||
Participant |
185,561 | |||
Employer |
79,447 | |||
265,008 | ||||
Total additions |
3,682,899 | |||
Deductions |
||||
Benefits paid directly to participants |
186,509 | |||
Loan fees |
550 | |||
Total deductions |
187,059 | |||
Net increase |
3,495,840 | |||
Net assets available for benefits: |
||||
Beginning of period |
| |||
End of period |
$ | 3,495,840 | ||
See accompanying notes.
3
PolyOne Retirement Savings Plan for
Collective Bargaining Employees
Notes to Financial Statements
December 31, 2003
1. Summary Description of the Plan
The following summary description of the PolyOne Retirement Savings Plan for Collective Bargaining Employees (the Plan) is provided for general information purposes only. Participants should refer to the plan document for a more complete description of the Plans provisions. The Plan is administered by the PolyOne Corporation Retirement Plan Committee.
General
PolyOne Corporation (the Company and Plan Sponsor) sponsors the Plan. The Company was formed by the consolidation of The Geon Company and M. A. Hanna Company on August 31, 2000. The Plan became effective on June 1, 2003 and was formed as an amendment and restatement of The Geon Retirement Savings Plan (the Predecessor Plan) as it pertains to collective bargaining units.
The Plan is a defined contribution plan covering eligible employees participating in the Predecessor Plan as of May 31, 2003. Other eligible employees shall become a participant under the Plan as soon as administratively practicable following the later of (i) employment date or (ii) the date they attain age eighteen. In no event, however, shall any employee (or other individual) participate under the Plan unless they are included in a unit of employees covered by a collective bargaining agreement between the Company and the employee representatives under which retirement benefits were the subject of good faith bargaining, the terms of which expressly provide for inclusion in the Plan, and either (i) is employed at the Companys Burlington, New Jersey facility or (ii) was hired prior to June 1, 2001 and is employed at Companys Louisville, Kentucky facility. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Each employee who elects to become a participant in the Plan authorizes a bi-weekly payroll deduction from 1% to 15% of eligible earnings. The Retirement Plan Committee has the authority at its discretion to reduce the employees bi-weekly contribution percentage in order to maintain the tax qualified status of the Plan.
4
PolyOne Retirement Savings Plan for
Collective Bargaining Employees
Notes to Financial Statements (continued)
1. Summary Description of the Plan (continued)
The Plan offers participants the choice of two savings options: an after-tax savings option and a pre-tax savings option. Participants may elect to participate in either or both of the savings options. Under both savings options, participants may direct that contributions be invested in any eligible funds offered by the Plan. Participants may change their investment options daily.
The Plan provides for a 100% Company matching contribution on the first 6% of eligible employee compensation for those participants employed at the Companys Louisville, Kentucky facility. For those participants employed at the Companys Burlington, New Jersey facility, the Plan provides for a 50% Company matching contribution on the first 6% of eligible employee compensation. Such matching contributions are invested in the PolyOne Corporation Restricted Stock Fund. Once a participant attains age 55, or terminates employment with the Company, the participant can transfer account balances related to Company contributions to eligible investment options. Effective August 1, 2004, the Company will make an additional contribution on behalf of participants employed at the Companys Louisville, Kentucky facility equal to no less than 2% of the participants eligible compensation.
The Plan provides for the acceptance of rollover contributions from other plans qualified under the Internal Revenue Code (the Code). Rollover contributions can be made only in cash to the Plans tax-deferred savings option.
Participant Loans
Participants may borrow from employee contributions and related earnings in their fund accounts. Participants may borrow a minimum of $1,000 up to an amount equal to the lesser of one half of the total vested account balance or $50,000, reduced by the greater of (i) the highest outstanding loan balance in the last 12 months, or (ii) the outstanding balance of loans from the Plan on the date such loan is made. The interest rate on each loan is a fixed rate based on the trustees prime rate. Payments on loans are made through payroll deductions and must be repaid within 5 years (personal loans) or 5-15 years (primary residence loans).
Vesting
Participant contributions and Company matching contributions are fully vested immediately.
5
PolyOne Retirement Savings Plan for
Collective Bargaining Employees
Notes to Financial Statements (continued)
1. Summary Description of the Plan (continued)
Payment of Benefits
Upon retirement or separation from service participants may withdraw from the Plan. Active employees of the Company are entitled to receive the value of their Company matching contributions and discretionary Company contributions made prior to January 1, 1995 under the Predecessor Plan, and earnings thereon upon reaching age 55. Employee pre-tax contributions and discretionary Company contributions made subsequent to December 31, 1994 and earnings thereon may not be withdrawn until the participant reaches age 59-1/2, unless under hardship. Employee after-tax contributions may be withdrawn at the discretion of the participant. Distributions are made in payments of cash or common stock.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, the net assets of the Plan will be distributed to the participants based on the respective value of their accounts.
Administrative Expenses
All significant accounting and administrative fees are paid by the Company. Trust and custody fees are paid by the Plan.
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plans financial statements are reported on the accrual basis of accounting.
Use of Estimates
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
6
PolyOne Retirement Savings Plan for
Collective Bargaining Employees
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Valuation of Investments and Income Recognition
Investments are stated at fair value. Investments in common stock are valued at the last reported sales price of the common stock on the last business day of the plan year. Shares of registered investment companies are valued at quoted market prices that represent the net asset values of shares held by the Plan at year-end. The common trust fund consists primarily of insurance contracts, valued at contract value. Investments in common trust funds, consisting of short-term fixed income obligations, have a fair value approximating cost. Participant loans are recorded at their outstanding balances, which approximate fair value.
3. Investments
During 2003, the Plans investments (including gains and losses on investments purchased, sold, as well as held during the year) appreciated in fair value as follows:
Net | ||||
Appreciation | ||||
in Fair | ||||
Value of | ||||
Investments |
||||
Common stock |
$ | 283,540 | ||
Mutual funds |
138,902 | |||
$ | 422,442 | |||
7
PolyOne Retirement Savings Plan for
Collective Bargaining Employees
Notes to Financial Statements (continued)
3. Investments (continued)
The fair value of individual investments that represent 5% or more of the fair value of the Plans net assets are as follows:
December 31, | ||||
2003 |
||||
PolyOne Corporation Common Stock (Unrestricted) |
$ | 771,106 | ||
PolyOne Corporation Common Stock (Restricted) * |
470,203 | |||
Mainstay S
& P 500 Index Fund |
870,478 | |||
NYL
Insurance Anchor Account I Stable Value Option |
749,440 | |||
Participant Loans |
222,462 |
*Nonparticipant-directed
4. Nonparticipant-Directed Investments
The PolyOne Corporation Restricted Stock fund contains participant account balances that are nonparticipant-directed. Information about the net assets and the significant components of changes in net assets related to the nonparticipant-directed investments is as follows:
December 31, | ||||
2003 |
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Net assets: |
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Investments, at fair value: |
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PolyOne Corporation Restricted Stock |
$ | 470,203 | ||
Mainstay Cash Reserve Fund 1 |
14,118 | |||
Employer contribution receivable |
36 | |||
Net assets |
$ | 484,357 | ||
8
PolyOne Retirement Savings Plan for
Collective Bargaining Employees
Notes to Financial Statements (continued)
4. Nonparticipant-Directed Investments (continued)
Period from | ||||
June 1, 2003 | ||||
through | ||||
December 31, | ||||
2003 |
||||
Changes in net assets: |
||||
Additions: |
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Employer contributions |
$ | 78,775 | ||
Net appreciation in fair value of investments |
111,450 | |||
Transfers: |
||||
PolyOne
Retirement Savings PlanA |
364,239 | |||
Deductions: |
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Net transfers to participant-directed funds |
21,247 | |||
Benefits paid directly to participants |
48,860 | |||
Net increase |
$ | 484,357 | ||
5. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits.
6. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated March 10, 2004, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code). As a result the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor believes the Plan is being operated in compliance with the applicable requirements of the Code, and therefore believes that the Plan is qualified and the related trust is tax exempt.
9
PolyOne Retirement Savings Plan
for Collective Bargaining Employees
EIN: 34-1730488 Plan Number: 011
Schedule H, Line
4iSchedule of Assets
(Held at End of Year)
December 31, 2003
Identity of Issue, Borrower, | Current | |||||||||
Lessor or Similar Party |
Description of Investment |
Cost** |
Value |
|||||||
PolyOne Restricted Stock Fund | ||||||||||
Mainstay Management |
Mainstay Cash Reserves Fund I | $ | 14,118 | $ | 14,118 | |||||
PolyOne Corporation* |
Common stock: 73,584 shares | 367,250 | 470,203 | |||||||
PolyOne Unrestricted Stock Fund | ||||||||||
Mainstay Management |
Mainstay Cash Reserves Fund I | 23,153 | ||||||||
PolyOne Corporation* |
Common stock: 120,674 shares | 771,106 | ||||||||
New York Life Insurance* |
New York Life Insurance Anchor | |||||||||
Account IStable Value Option | 749,440 | |||||||||
Pacific Investment Management
Company |
PIMCO Total Return Fund | 124,726 | ||||||||
AIM Advisors |
Small Cap Growth Fund | 57,064 | ||||||||
Capital Research & Management |
American FundsEuro Pacific Growth Fund | 23,649 | ||||||||
American FundsGrowth Fund of America Fund | 33,640 | |||||||||
American FundsWashington Mutual Investors Fund | 49,032 | |||||||||
Mainstay Management |
Mainstay S&P 500 Index Fund | 870,478 | ||||||||
MainStay MAP Fund | 6,903 | |||||||||
Franklin Advisory Services |
Franklin Balance Sheet Investment Fund | 60,887 | ||||||||
Alliance Capital Management |
Alliance Bernstein Balanced Shares | 12,586 | ||||||||
Brokerage Account |
Various investments | 6,301 | ||||||||
Participant loans* |
At interest rates ranging from 4.75% to 9.00% | 222,462 | ||||||||
$ | 3,495,748 | |||||||||
* | Indicates party-in-interest to the Plan. | |||
** | Historical cost provided for nonparticipant-directed investments. |
10
PolyOne Retirement Savings Plan
for Collective Bargaining Employees
EIN: 34-1730488 Plan Number: 011
Schedule H, Line 4jSchedule of Reportable Transactions
Period from June 1, 2003 through December 31, 2003
Current Value | ||||||||||||||||||||
of Asset on | ||||||||||||||||||||
Purchase | Selling | Cost of | Transaction | Net Gain | ||||||||||||||||
Description of Assets |
Price |
Price |
Asset |
Date |
(Loss) |
|||||||||||||||
Category (iii)Series of transactions in excess of 5% of plan assets | ||||||||||||||||||||
Mainstay Cash Reserves Fund I |
$ | 255,700 | $ | 255,700 | $ | 255,700 | ||||||||||||||
$ | 262,351 | 262,351 | 262,351 | $ | |
There were no category (i), (ii) or (iv) reportable transactions during 2003.
11