Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: the final amount of charges resulting from the planned North American asset realignment and the Company’s ability to realize anticipated savings and operational benefits from the asset realignment; our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies; our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition being accretive; disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; 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; the speed and extent of an economic recovery, including the recovery of the housing market; our ability to achieve new business gains; the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks; changes in polymer consumption growth rates where we conduct business; changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online; 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; 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 inability to achieve expected results from our acquisition activities; our ability to continue to pay cash dividends; the amount and timing of repurchases of our common shares, if any; and 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.

Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: our ability to realize anticipated savings and operational benefits from the realignment of assets, including the planned closure of certain manufacturing facilities; the timing of closings and shifts of production to new facilities related to asset realignments and any unforeseen 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 Corporation; disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; 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; the speed and extent of an economic recovery, including the recovery of the housing market; our ability to achieve new business gains; the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks; changes in polymer consumption growth rates where we conduct business; changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online; 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; 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; our ability to continue to pay cash dividends; the amount and timing of repurchases of our common shares, if any; and 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.

Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:  The final amount of charges resulting from the planned North American asset realignment and the Company’s ability to realize anticipated savings and operational benefits from the asset realignment;  Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies;  Our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition being accretive;  Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future;  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;  The speed and extent of an economic recovery, including the recovery of the housing market;  Our ability to achieve new business gains;  The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;  Changes in polymer consumption growth rates in the markets where we conduct business;  Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;  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;  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, employee productivity goals, and an inability to raise or sustain prices for products or services;  An inability to raise or sustain prices for products or services;  An inability to maintain appropriate relations with unions and employees;  The inability to achieve expected results from our acquisition activities;  Our ability to continue to pay cash dividends;  The amount and timing of repurchases of our common shares, if any; and  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 above list of factors is not exhaustive. • We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:  The final amount of charges resulting from the planned North American asset realignment and the Company’s ability to realize anticipated savings and operational benefits from the asset realignment;  Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies;  Our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition being accretive;  Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future;  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;  The speed and extent of an economic recovery, including the recovery of the housing market;  Our ability to achieve new business gains;  The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;  Changes in polymer consumption growth rates in the markets where we conduct business;  Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;  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;  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, employee productivity goals, and an inability to raise or sustain prices for products or services;  An inability to raise or sustain prices for products or services;  An inability to maintain appropriate relations with unions and employees;  The inability to achieve expected results from our acquisition activities;  Our ability to continue to pay cash dividends;  The amount and timing of repurchases of our common shares, if any; and  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 above list of factors is not exhaustive. • We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:  The final amount of charges resulting from the planned North American asset realignment and the Company’s ability to realize anticipated savings and operational benefits from the asset realignment;  Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies;  Our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition being accretive;  Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future;  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;  The speed and extent of an economic recovery, including the recovery of the housing market;  Our ability to achieve new business gains;  The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;  Changes in polymer consumption growth rates in the markets where we conduct business;  Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;  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;  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, employee productivity goals, and an inability to raise or sustain prices for products or services;  An inability to raise or sustain prices for products or services;  An inability to maintain appropriate relations with unions and employees;  The inability to achieve expected results from our acquisition activities;  Our ability to continue to pay cash dividends;  The amount and timing of repurchases of our common shares, if any; and  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 above list of factors is not exhaustive. • We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:  The time required to consummate the divestiture of our resin assets and the satisfaction or waiver of conditions in the sale agreement;  Any material adverse changes in the business supporting the resin assets being sold;  The ability to obtain required regulatory or other third-party approvals and consents and otherwise consummate the proposed divestiture  Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies; our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition being accretive;  Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future;  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;  The speed and extent of an economic recovery, including the recovery of the housing market;  Our ability to achieve new business gains;  The amount and timing of repurchases, if any, of PolyOne common shares and our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends;  The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;  Changes in polymer consumption growth rates in the markets where we conduct business;  Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;  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;  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, employee productivity goals, and an inability to raise or sustain prices for products or services;  An inability to maintain appropriate relations with unions and employees; and  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 above list of factors is not exhaustive. • We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:  The time required to consummate the divestiture of our resin assets and the satisfaction or waiver of conditions in the sale agreement;  Any material adverse changes in the business supporting the resin assets being sold;  The ability to obtain required regulatory or other third-party approvals and consents and otherwise consummate the proposed divestiture  Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies; our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition being accretive;  Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future;  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;  The speed and extent of an economic recovery, including the recovery of the housing market;  Our ability to achieve new business gains;  The amount and timing of repurchases, if any, of PolyOne common shares and our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends;  The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;  Changes in polymer consumption growth rates in the markets where we conduct business;  Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;  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;  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, employee productivity goals, and an inability to raise or sustain prices for products or services;  An inability to maintain appropriate relations with unions and employees; and  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 above list of factors is not exhaustive. • We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Please review this material for information concerning the business to be conducted at the Annual Meeting and the nominees for election to our Board of Directors (the “Board”). Code of Ethics, Code of Conduct and Corporate Governance Guidelines In accordance with applicable NYSE listing standards and Securities and Exchange (“SEC”) regulations, the Board has adopted a Code of Ethics, Code of Conduct and Corporate Governance Guidelines. Preete C Chair of the Committee The Board and each Committee also conduct an annual self-evaluation and each Board member completes an assessment of his or her peers.

Please review this material for information concerning the business to be conducted at the Annual Meeting and the nominees forff election to our Board of Directors (the “Board”). Code of Ethics, Code of Conduct and Corporate Governance Guidelines In accordance with applicable NYSE listing standards and SEC regulations, the Board has adopted a Code of Ethics, Code of Conduct and Corporate Governance Guidelines. We firff st reviewed proxy statement disclosures of a peer group of similarly-sized United States chemical and plastics companies as a 47 market check with respect to the compensation for our senior executives.

Jako spółka, która zobowiązała się przestrzegać zasad programu Responsible Care® American Chemistry Council (Amerykańskiej Rady Przemysłu Chemicznego) i jako współzałożyciel inicjatywy „Alliance to End Plastic Waste” („Przymierze na rzecz ograniczenia odpadów z tworzyw sztucznych”) nie ustajemy w staraniach poprzez nasze sztandarowe No Surprises PledgeSM (Zobowiązanie do unikania niespodziewanych sytuacji) oraz obietnicę zrównoważonego rozwoju. Jako spółka, która zobowiązała się przestrzegać zasad programu Responsible Care® American Chemistry Council (Amerykańskiej Rady Przemysłu Chemicznego) i jako współzałożyciel inicjatywy „Alliance to End Plastic Waste” („Przymierze na rzecz ograniczenia odpadów z tworzyw sztucznych”) nie ustajemy w staraniach poprzez nasze sztandarowe No Surprises PledgeSM (Zobowiązanie do unikania niespodziewanych sytuacji) oraz obietnicę zrównoważonego rozwoju, a także stosujemy te zasady, wprowadzając w życie osobiste wartości integralności, uczciwości i szacunku.