Sulfur Aquamix 120 68 Additive for crosslinking. Dioxide Flame-Retardant Dispersions Antimony Trioxide Aquamix 104 60 Flame retardant highly eff ective in halogenated latex or in combination with bromine additive. Sulfur Aquamix 120 68 Additive for crosslinking.

In addition, the Board shall determine that a director is not independent if the director: A. The Governance and Corporate Responsibility Committee is responsible for reviewing with the Board additional qualifications for directors, taking into account the composition and skills of the entire Board. In addition to its general oversight of management, the Board’s responsibilities include the following: Board Meetings Directors should demonstrate willingness and the ability to commit the time required to fully discharge Board responsibilities.

Seller’s processing of any order is expressly conditioned on Buyer’s assent to and acceptance of these Terms, including all terms that are different from or in addition to any purported terms and conditions of the order. Any additional, different or other terms and/or conditions contained in any purchase order, document, website or other communication by or from Buyer are hereby objected to and rejected by Seller. No modification or addition to the contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other form submitted by Buyer containing additional or different terms or conditions. 20.

Seller’s processing of any order is expressly conditioned on Buyer’s assent to and acceptance of these Terms, including all terms that are different from or in addition to any purported terms and conditions of the order. Any additional, different or other terms and/or conditions contained in any purchase order, document, website or other communication by or from Buyer are hereby objected to and rejected by Seller. No modification or addition to the contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other form submitted by Buyer containing additional or different terms or conditions. 20.

Seller’s processing of any order is expressly conditioned on Buyer’s assent to and acceptance of these Terms, including all terms that are different from or in addition to any purported terms and conditions of the order. Any additional, different or other terms and/or conditions contained in any purchase order, document, website or other communication by or from Buyer are hereby objected to and rejected by Seller. No modification or addition to the contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other form submitted by Buyer containing additional or different terms or conditions. 20.

Seller’s processing of any order is expressly conditioned on Buyer’s assent to and acceptance of these Terms, including all terms that are different from or in addition to any purported terms and conditions of the order. Any additional, different or other terms and/or conditions contained in any purchase order, document, website or other communication by or from Buyer are hereby objected to and rejected by Seller. No modification or addition to the contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other form submitted by Buyer containing additional or different terms or conditions. 20.

Seller’s processing of any order is expressly conditioned on Buyer’s assent to and acceptance of these Terms, including all terms that are different from or in addition to any purported terms and conditions of the order. Any additional, different or other terms and/or conditions contained in any purchase order, document, website or other communication by or from Buyer are hereby objected to and rejected by Seller. No modification or addition to the contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other form submitted by Buyer containing additional or different terms or conditions. 20.

Seller’s processing of any order is expressly conditioned on Buyer’s assent to and acceptance of these Terms, including all terms that are different from or in addition to any purported terms and conditions of the order. Any additional, different or other terms and/or conditions contained in any purchase order, document, website or other communication by or from Buyer are hereby objected to and rejected by Seller. No modification or addition to the contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other form submitted by Buyer containing additional or different terms or conditions. 20.

In addition, operating income before special items and adjusted EPS are components of various PolyOne annual and long-term employee incentive plans Platform sales and operating income (OI) 2006Y* 2008Y* 2010Y* 2012Y* 2012PF** Global Specialty Engineered Materials Sales $ 345.3 $ 514.0 $ 517.4 $ 543.6 $ 773.0 Global Color, Additives and Inks Sales 531.8 554.3 527.4 703.5 828.5 Designed Structures and Solutions - - - - 850.6 Specialty Platform Sales $ 877.1 $ 1,068.3 $ 1,044.8 $ 1,247.1 $ 2,452.1 Performance Products and Solutions Sales 1,166.2 1,001.4 776.3 837.0 696.1 PolyOne Distribution Sales 732.8 796.7 911.9 1,030.3 1,030.3 Corporate and Eliminations (153.7) (127.7) (111.1) (121.8) (121.6) Total Sales $ 2,622.4 $ 2,738.7 $ 2,621.9 $ 2,992.6 $ 4,056.9 Global Specialty Engineered Materials OI $ 3.9 $ 17.6 $ 49.7 $ 47.0 $ 47.7 Global Color, Additives and Inks OI 8.9 28.1 37.7 66.8 81.6 Designed Structures & Solutions OI - - - - 20.9 Specialty Platform OI $ 12.8 $ 45.7 $ 87.4 $ 113.8 $ 150.2 Performance Products and Solutions OI 64.2 31.3 54.0 74.9 37.4 PolyOne Distribution OI 19.2 28.1 42.0 66.0 66.0 Sunbelt Joint Venture OI 102.9 28.6 18.9 - - Corporate and eliminations (4.6) (28.9) (32.5) (33.7) (40.0) Special items in OI 39.1 (396.2) 4.8 (53.9) (53.9) Operating income (loss) GAAP $ 233.6 $ (291.4) $ 174.6 $ 167.1 $ 159.7 Sunbelt equity income (107.0) (32.5) (23.1) - - Special items in OI (39.1) 396.2 (4.8) 53.9 53.9 Operating income adjusted $ 87.5 $ 72.3 $ 146.7 $ 221.0 $ 213.6 Global Specialty Engineered Materials - OI % of sales 1.1% 3.4% 9.6% 8.6% 6.1% Global Color, Additives and Inks - OI % of sales 1.7% 5.1% 7.1% 9.5% 9.8% Designed Structures & Solutions – OI % of sales - - - - 2.5% Specialty platform OI - % of sales 1.5% 4.3% 8.4% 9.1% 6.1% PP&S operating OI - % of sales 5.5% 3.1% 7.0% 9.0% 5.4% Distribution OI - % of sales 2.6% 3.5% 4.6% 6.4% 6.4% PolyOne OI adjusted - % of sales 3.3% 2.6% 5.6% 7.4% 5.3% * Historical results include the Resin and Specialty Coatings businesses within the Performance Products and Solutions segment. ** Pro Forma results include Spartech and Glasforms acquisitions, Specialty Coatings reclass and exclude the Resin business assets. *** Restated results to exclude the Resin business and to remove Specialty Coatings from the Performance Products and Solutions segment into Global Color, Additives and Inks segment. Average Debt Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Average PolyOne Debt $ 705.8 $ 705.2 $ 706.9 $ 1,055.5 $ 1,031.2 $ 840.9 Average Equity Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Average PolyOne shareholders’ equity $ 604.3 $ 629.3 $ 629.1 $ 871.8 $ 993.9 $ 745.7 Platform sales and operating income (OI) H1 2012*** H1 2013*** H1 2013**** Global Specialty Engineered Materials Sales $ 280.9 $ 352.0 $ 285.1 Global Color, Additives and Inks Sales 413.9 434.7 409.2 Designed Structures & Solutions Sales - 240.4 - Specialty Platform Sales $ 694.8 $ 1,027.1 $694.3 Performance Products and Solutions Sales 336.0 336.7 317.5 PolyOne Distribution Sales 533.6 543.1 543.1 Corporate and Eliminations (62.3) (68.2) (68.2) Total Sales $ 1,502.1 $ 1,838.7 $ 1,486.7 Global Specialty Engineered Materials OI $ 24.6 $ 32.5 $ 31.2 Global Color, Additives and Inks OI 44.0 54.7 52.0 Designed Structures & Solutions OI - 10.5 - Specialty Platform OI $ 68.6 $ 97.7 $ 83.2 Performance Products and Solutions OI 19.3 27.5 25.7 PolyOne Distribution OI 33.4 33.1 33.1 Corporate and eliminations (20.3) (25.7) (20.3) Special items in OI (20.3) (11.4) (20.3) Operating income - GAAP $ 80.7 $ 121.2 $ 101.4 Special items in OI 20.3 11.4 20.3 Operating income adjusted $ 101.0 $ 132.6 $ 121.7 Global Specialty Engineered Materials - OI % of sales 8.8% 9.2% 10.9% Global Color, Additives and Inks - OI % of sales 10.6% 12.6% 12.7% Designed Structures & Solutions - OI % of sales - 4.4% - Specialty platform - OI % of sales 9.9% 9.5% 12.0% PP&S operating - OI % of sales 5.7% 8.2% 8.1% Distribution OI - % of sales 6.3% 6.1% 6.1% PolyOne OI adjusted - % of sales 6.7% 7.2% 8.2% Reconciliation to Condensed Consolidated Balance Sheets H1 2013 Short-term debt and current portion of long-term debt $ 8.7 Long-term debt 1,022.5 Less cash and cash equivalents (392.4) Specialty Platform Gross Margin Percentage 2006Y* Q2 2013**** Global Specialty Engineered Materials Sales $ 345.3 $ 143.5 Global Color, Additives and Inks Sales 531.8 207.5 Specialty Platform Sales $ 877.1 $ 351.0 Global Specialty Engineered Materials Gross Margin $ 41.6 $ 37.3 Global Color, Additives and Inks Gross Margin 83.6 71.8 Specialty Platform Gross Margin $ 125.2 $ 109.1 Specialty Platform Gross Margin Percentage 14.3% 31.1% * Historical results include the Resin and Specialty Coatings businesses within the Performance Products and Solutions segment.

In addition, operating income before special items and adjusted EPS are components of various PolyOne annual and long-term employee incentive plans Platform sales and operating income (OI) 2006Y* 2008Y* 2010Y* 2012Y* 2012PF** Global Specialty Engineered Materials Sales $ 345.3 $ 514.0 $ 517.4 $ 543.6 $ 773.0 Global Color, Additives and Inks Sales 531.8 554.3 527.4 703.5 828.5 Designed Structures and Solutions - - - - 850.6 Specialty Platform Sales $ 877.1 $ 1,068.3 $ 1,044.8 $ 1,247.1 $ 2,452.1 Performance Products and Solutions Sales 1,166.2 1,001.4 776.3 837.0 696.1 PolyOne Distribution Sales 732.8 796.7 911.9 1,030.3 1,030.3 Corporate and Eliminations (153.7) (127.7) (111.1) (121.8) (121.6) Total Sales $ 2,622.4 $ 2,738.7 $ 2,621.9 $ 2,992.6 $ 4,056.9 Global Specialty Engineered Materials OI $ 3.9 $ 17.6 $ 49.7 $ 47.0 $ 47.7 Global Color, Additives and Inks OI 8.9 28.1 37.7 66.8 81.6 Designed Structures & Solutions OI - - - - 20.9 Specialty Platform OI $ 12.8 $ 45.7 $ 87.4 $ 113.8 $ 150.2 Performance Products and Solutions OI 64.2 31.3 54.0 74.9 37.4 PolyOne Distribution OI 19.2 28.1 42.0 66.0 66.0 Sunbelt Joint Venture OI 102.9 28.6 18.9 - - Corporate and eliminations (4.6) (28.9) (32.5) (33.7) (40.0) Special items in OI 39.1 (396.2) 4.8 (53.9) (53.9) Operating income (loss) GAAP $ 233.6 $ (291.4) $ 174.6 $ 167.1 $ 159.7 Sunbelt equity income (107.0) (32.5) (23.1) - - Special items in OI (39.1) 396.2 (4.8) 53.9 53.9 Operating income adjusted $ 87.5 $ 72.3 $ 146.7 $ 221.0 $ 213.6 Global Specialty Engineered Materials - OI % of sales 1.1% 3.4% 9.6% 8.6% 6.1% Global Color, Additives and Inks - OI % of sales 1.7% 5.1% 7.1% 9.5% 9.8% Designed Structures & Solutions – OI % of sales - - - - 2.5% Specialty platform OI - % of sales 1.5% 4.3% 8.4% 9.1% 6.1% PP&S operating OI - % of sales 5.5% 3.1% 7.0% 9.0% 5.4% Distribution OI - % of sales 2.6% 3.5% 4.6% 6.4% 6.4% PolyOne OI adjusted - % of sales 3.3% 2.6% 5.6% 7.4% 5.3% * Historical results include the Resin and Specialty Coatings businesses within the Performance Products and Solutions segment. ** Pro Forma results include Spartech and Glasforms acquisitions, Specialty Coatings reclass and exclude the Resin business assets. *** Restated results to exclude the Resin business and to remove Specialty Coatings from the Performance Products and Solutions segment into Global Color, Additives and Inks segment. Average Debt Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Average PolyOne Debt $ 705.8 $ 705.2 $ 706.9 $ 1,055.5 $ 1,031.2 $ 840.9 Average Equity Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Average PolyOne shareholders’ equity $ 604.3 $ 629.3 $ 629.1 $ 871.8 $ 993.9 $ 745.7 Platform sales and operating income (OI) H1 2012*** H1 2013*** Global Specialty Engineered Materials Sales $ 280.9 $ 352.0 Global Color, Additives and Inks Sales 413.9 434.7 Designed Structures & Solutions Sales - 240.4 Specialty Platform Sales 694.8 1,027.1 Performance Products and Solutions Sales 336.0 336.7 PolyOne Distribution Sales 533.6 543.1 Corporate and Eliminations (62.3) (68.2) Total Sales $ 1,502.1 $ 1,838.7 Global Specialty Engineered Materials OI $ 24.6 $ 32.5 Global Color, Additives and Inks OI 44.0 54.7 Designed Structures & Solutions OI - 10.5 Specialty Platform OI $ 68.6 $ 97.7 Performance Products and Solutions OI 19.3 27.5 PolyOne Distribution OI 33.4 33.1 Corporate and eliminations (20.3) (25.7) Special items in OI (20.3) (11.4) Operating income - GAAP $ 80.7 $ 121.2 Special items in OI 20.3 11.4 Operating income adjusted $ 101.0 $ 132.6 Global Specialty Engineered Materials - OI % of sales 8.8% 9.2% Global Color, Additives and Inks - OI % of sales 10.6% 12.6% Designed Structures & Solutions – OI % of sales - 4.4% Specialty platform OI % of sales 9.9% 9.5% PP&S operating OI % of sales 5.7% 8.2% Distribution OI % of sales 6.3% 6.1% PolyOne OI adjusted, % of sales 6.7% 7.2% Reconciliation to Condensed Consolidated Balance Sheets H1 2013 Short-term debt and current portion of long-term debt $ 8.7 Long-term debt 1,022.5 Less cash and cash equivalents (392.4) Specialty Platform Gross Margin Percentage 2006Y* Q2 2013**** Global Specialty Engineered Materials Sales $ 345.3 $ 143.5 Global Color, Additives and Inks Sales 531.8 207.5 Specialty Platform Sales $ 877.1 $ 351.0 Global Specialty Engineered Materials Gross Margin $ 41.6 37.3 Global Color, Additives and Inks Gross Margin 83.6 71.8 Specialty Platform Gross Margin $ 125.2 $ 109.1 Specialty Platform Gross Margin Percentage 14.3% 31.1% * Historical results include the Resin and Specialty Coatings businesses within the Performance Products and Solutions segment.