Good day, ladies and gentleman. And welcome to the PolyOne Corporation Third Quarter 2012 Conference Call. My name is Emily and I will be your operator for today. At this time, all participants are in listen-only-mode. We will have a question-and-answer session at the end of the conference. As a reminder, the conference is being recorded to replay purposes. At this time, I would now like to turn the call over to Cynthia Tomasch, Vice President of Planning and Investor Relations. Please proceed.

Thank you, Emily. Good morning and welcome to everyone joining us on the call today. Before beginning, we would like to remind you that statements made during this conference call, which are not historical facts may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements will give current expectations or forecasts to future events and are not guarantees of future performance. They're based on management's expectations and involve the number of business risks and uncertainties any of which could cause actual results to differ materially from those expressed and/or implied by the forward-looking statements. Some of these risks and uncertainties can be found in the company's filings with the Securities and Exchange Commission as well as in today's press release. During the discussion today, the company will use both GAAP and non-GAAP financial measures. Please refer to the earnings release posted on the PolyOne website where the company describes the non-GAAP measures and provides a reconciliation of them to the most comparable financial measures. I would also like to remind everyone that there are slides posted to the PolyOne website regarding the Spartech acquisition. Operating results reference during today's call will be comparing the third of 2012 to the third quarter of 2011 unless otherwise stated. Joining me today on the call is our Chairman, President and Chief Executive Officer, Steve Newlin; Executive Vice President and Chief Operating Officer, Bob Patterson; and Senior Vice President & Chief Financial Officer, Rich Diemer. Now I will turn the call over the Steve Newlin.

Well thanks, Cynthia and thanks again to everyone joining us on the call this morning we appreciate you adjusted your schedules at the last minute to participate. We've got some great exciting news this year with our investors today. First as that relates to our strong third quarter performance and second, we're especially excited to discuss the announcement of our latest bolt-on acquisition, Spartech. I'll begin with third quarter results and then we'll discuss Spartech and, of course, leave some extra time today for your questions. I'm very pleased to share the third quarter results with you as we delivered record third quarter adjusted EPS of $0.33, a 27% increase over last year's $0.26, which marks our 12th consecutive quarter of double digit EPS growth. The $0.07 EPS expansion is broadly comprised of $0.04 from organic improvements, $0.02 from reduced share count and $0.01 from ColorMatrix, demonstrating acceleration of organic improvements compared to prior quarters. Rich and Bob will share more color on the financial performance and segment details, but overall our results show continued strong performance in line with our 2012 goals. Each of our four segments improve both operating margins and profits over the last year's third quarter. On a consolidated basis, PolyOne achieved an operating margin of 7.9%. A 150 basis point improvement over the last year and a third quarter record. As has been the case throughout 2012, and well documented, as you've heard in the media sluggish demand in Europe continues to be a challenge for companies. Our results reflect our effectiveness in moderating year-over-year declines in European business improves specialty mix and curtailed pruning and global color, and additives. I just mentioned the importance of the organic component toward third quarter EPS expansion and I want to highlight just how powerful our mix improvement…

Thank you, Steve and good morning. It's truly a pleasure to share a third quarter results and the many record that we achieved. We reported third quarter sales of $740.2 million and just net income of $29.4 million versus sales of $735.8 million and just net income of $24.4 million to the third quarter of 2011. Adjusted EPS extended 27% to a third quarter record and $0.33 versus $0.26 last year. These results were driven by operating margin improvement in all platforms including benefits from the ColorMatrix acquisition. Sales increased 1% over the prior year but the ColorMatrix acquisition and Specialty price and mix offsetting the European demand challenges and foreign exchange which had an unfavorable impact of 3% compared to prior year. From end market perspective, we experienced strong growth on electronics packaging, appliance, and healthcare outweighed by softness in automotive and consumer. As we said last quarter, we attribute the success to our investment in commercial resources, solid growth from new product introductions and the successful integration of ColorMatrix, which continues to progress very well. As for taxes, the pre-tax special tax rate in the third quarter was 35.8% versus 35.9% in the third quarter of 2011. Special items in the quarter were principally related to environmental charges and resulted in an after tax charge of $5.3 million or $0.06 a share. As a result or our continued focus and success and working capital management, we ended the quarter with $249 million of cash and liquidity of $428 million. And in addition to the IndustryWeek magazine recognition, Steve, mentioned CFO Magazine together with REL Consulting recently ranked PolyOne's working capital performance as the best in industry along with just two other companies in the entire chemical sector. This is the second consecutive year that PolyOne's performance in working…

Thanks, Rich and good morning. And once again we were able to overcome the challenges in Europe to deliver operating income and operating margin growth at all platforms. Specialty revenues increased by 8% over the prior year to $309 million, driven by the ColorMatrix acquisition, [while] mix improvement and new product introductions offset partially by European demand weakness and a weaker Euro. Operating income for the Specialty platform increased to a third quarter record of $29.6 million. A 35% increase over last year and resulting in a return on sales of 9.6%, a 200 basis point improvement over the last year and record third quarter performance for the platform. As you know our Specialty platform has two segments Global Specialty Engineered Materials and Global Color and Additives and Inks, and we break the performance out for each. Starting with Global Specialty Engineered Materials sales declined 7% versus a prior year to $137 million due to lower demand in Europe and the weakness of the Euro. However, with the positive effects of our mix improvement strategy, EM delivered operating income of $13.1 million, a 19% improvement over the prior year. And this helped drive return on sales of 9.6% which is a 220 basis point improvement over the prior year. And the best operating margin in Engineered Materials since the third quarter of 2010. In fact, within EM, the GLS business unit, which makes [thermal] plastic elastomers had an all time record quarter for the third quarter in terms of revenue, operating profit, and operating margins. And you may recall just a year ago in the third quarter of 2011. We experienced weakness in EM, due to clients and consumer demand for applications utilizing a GLS soft-touch materials in consumer markets. And our [ECHO] Wire and Cable business associated with [cellular]…

Hi, thank you, Bob and now for the really exciting news that we just announced this morning. We're thrilled to have an opportunity to talk about our latest bolt-on acquisition, Spartech Corporation. How it's financially and strategically compelling, and how it will further drive PolyOne's growth in near term and the long term, and most importantly how it can provide greater financial returns to our shareholders. But to fully understand why the Spartech deal is great for the new PolyOne, it's important to first take a step back remember the old PolyOne. Our longer term shareholders and those who've covered as for several years now, know the PolyOne transformation story very well. How we've evolved from a primarily commodity player to a strong and growing specialty company and how much shareholder value our company has delivered as a result. As we evaluated the Spartech opportunity, it quickly became clear that Spartech currently resembles PolyOne in the early stages of our transformation that is with strong positions in several growth segments but underappreciated in the specialty space. You know that at PolyOne we successfully transformed our legacy business into what has now become the foundation of our growing specialty company. What we see in Spartech is that same opportunities where we are poised, excited and fully prepared to perform in even more successful and value generating turnaround. During or diligence, we developed a strong appreciation for Spartech's business and product portfolio. The predominance of which is in technologies adjacent PolyOne's specialty positions. In doing so we confirm that Spartech possesses characteristics we must see in defining a company especially and here's what they are, differentiated and innovative offerings with the high degree of engineered complexity, strong customer relationship through application knowhow, capacity for leading levels of service and profit potential and…

Thanks, Steve, and I would like to remind everyone that we posted a comprehensive slide deck, on our Investor Relations page on PolyOne.com. That provides you the more color on Spartech's clear fit within our proven strategy as well as some of the information that I will now share. Our preliminary estimate of pretax annualize synergies is $65 million in operating income by year three. By way of comparison, during last six years of PolyOne, we've delivered approximately $60 million of organic operating income growth on just our legacy specialty businesses so that's excluding acquisitions and also recognized that as PolyOne started its transformation our 2006 specialty revenue was $877 million. With, Spartech our base based is significantly larger at $1.2 billion, so you can see the inherent potential to deliver significant results. We're confident based on our analysis of Spartech, we can achieve a similar level of operating income performance but do it in half the time and here's why, Spartech recognizes the need to transformation and has taken steps to begin. The management team that Steve, has assembled over the last six years at PolyOne and our supporting cast of exceptional associates around the world is now in place. It's leadership group that has earned its creditability by delivering to shareholders and customers while transforming our company in line with our strategy. Our team is now ready and fully capable to apply what we've accomplished within PolyOne to a new opportunity and that opportunity is Spartech. A natural bolt-on candidate poised for PolyOne, our strategy and our disciplined execution. We know how to do this, we've done it before and we're eager to do it all over again. The integration will be conducted by a team of our most talented and experienced associates, Tom Kedrowski, who has run…

Thanks, Bob, under the terms of the purchase agreement for $8 per share, Spartech shareholders will receive approximately one-third in cash and two - thirds in PolyOne's stock. The total transaction value represents approximately $393 million, including the assumption of Spartech's debt. As compelling as the strategic rationale is for this acquisition, I'm equally pleased with how we intend to financially structure the deal. It will be done through a combination of cash on hand, long-term debt and PolyOne shares that will be issued to Spartech shareholders. We have committed financing in place for $250 million in new debt and will upsize our asset backed revolver to include Spartech working capital assets. With Spartech's assets included, we anticipate our revolver to upsize to approximately $450 million, all of which will be undrawn at the date of acquisition. Our pro forma net debt should be approximate 2.1 times LTM EBITDA at the close. In addition, to the cash portion of the consideration, PolyOne will issue approximately $10 million shares of PolyOne stock to Spartech's share holders. We expect to buyback all the shares issued in conjunction with this transaction and completely the repurchase within 12 to 18 months after the close. Over time this will essentially result in a total financial impact of the company as if the deal was structured with a 100% cash. PolyOne's board of directors have increased the company's share repurchase authorization to 20 million shares to accommodate our future buyback plans. As you would expect, both the company and the board remain committed to maintaining their strong credit profile and the current annual dividend of $0.20 per share. We expect to close this transaction in Q1 of 2013. It is subject to HSR antitrust clearance and other governmental approvals and must meet customary closing conditions. We will file the Form F-4 with the SEC to register the PolyOne shares to be issued upon close. Spartech will file proxy materials and seek shareholder approval which is required to complete the deal. More explanation is available in our news release and I'll be happy to answer any questions during the Q&A segment that will commence in just a moment. I'd like to turn the call back over to Steve Newlin for some closing comments. Steve.

Well thank you Rich and I hope you can tell we are extremely excited about how Spartech expands our specialty portfolio and will accelerate the value we deliver as a company. In closing I would like to address some of the other constituents who maybe listening today. To Spartech associates, I want to welcome you to the PolyOne family. I look forward to meeting you in the future and [tell them] I want assure that as we go through the integration process we will do so with open and honest communications. In the mean time we invite you to learn as much as you can about PolyOne and how we go to market. The four pillar strategy you heard about today is the basis for all that we do and will soon be your foundation as well. The journey will no doubt include changes along the way, but in the end your business and customers will be stronger and better served as a result, you will soon become an integral part of our winning organization and we're really looking forward to that. To the Spartech customers joining us today I speak for our entire team in conveying our commitment to do everything we can to help your business thrive. It will come in the form of new and specialized solutions, coactive collaboration throughout the supply chain, accelerated innovation processes, industry leading service levels and ultimately increased value to you and to your customers. With that we have some time for questions and we look forward to discussing both our strong third quarter performance and/or the Spartech acquisition.

Thank you. (Operator Instructions) Your first call comes from Frank Mitsch of Wells Fargo Securities. Frank please go ahead you are live in the call.

Good morning. This is Sabina in for Frank. Nice way to keep us excited in the morning. So, just as you embark on applying PolyOne specialty transformation skills to Spartech's business. Can you just help us discriminate between what the low hanging fruit could be and maybe what initiatives could be a little bit more challenging given Spartech's current operations. I mean, as a matter it would be more difficult to upgrade some parts of its business versus leveraging other aspects.

Yeah Sabina this is Bob and I guess I would characterize the low hanging fruit is things that you would probably expect which would be that we're both public companies and as a result of the acquisition we can expect that we won't have to continue to maintain redundant corporate governance and overhead costs and so I would say those are probably the things that we view as near-term synergy opportunities. Over the longer-term we see the opportunity to align manufacturing facilities with the voice of the customer and really go through the same steps of our four pillar strategy with Spartech that we have with PolyOne and we didn't see any specific challenges to doing that in this acquisition then we have with our legacy businesses and back we feel more confident about our ability to deliver now given that Spartech has already embarked on their own transformation and we are really just accelerating that with our leadership team.

I would also mention Vicky Holt the CEO of Spartech has had teams started on a transformation and they are heading the right way, but we have learned so much over the last five, six years in this process that we know that we can catalyst for this and accelerate it because we are up the learning experience the learning curve. So we are excited to get going and we think we are going to find opportunities beyond what we have seen on the course review that we have had at this point in the process.

Then at closing it looks like your pro forma net debt to EBITDA level goes about 2.1 times and I think in the past you mentioned being pretty comfortable with that sort of level, but given uncertain macroeconomic backdrop here. Do you have a new target and if so how long do you think it will take to get there?

Sabina this is Rich. We're comfortable at that level, we were back that level just a couple quarters ago and I have seen it come down with the performance of the company. We don't have a new target. We think we actually have some scope to do more acquisitions that they present themselves by the end of the year, certainly not of this size, but you know more bolt-on smaller deal maybe ones that there is some incentive to get close by the end of the year for us and for others. So are comfortable to answer your question and that leverage does get paid down relatively quickly over time in the model (inaudible).

Thank you for your question. Your next question comes from the line of Lucy Watson of Jefferies & Co. Lucy, please go ahead you are live in the call.

Hi Lucy. Lucy Watson - Jefferies & Co.: Question on the quarter, what's the volume trend for Europe overall in the quarter and which end markets have been the most troublesome?

Yeah, I will take volume first of all with respect to Europe. It's down about 4% and you know what's really encouraging about that is that the year-over-year volume comparisons have improved sequentially from about the third and fourth quarter of last year with those comparisons improving. So that's really the answer to volume on Europe. Then your second question was with respect to I think end markets if I am not mistaken, and you know in Europe we did see auto sales being down most for the quarter about 8%, but I would point out that healthcare was a good guy for us across both of our businesses in Europe up double digits. Lucy Watson - Jefferies & Co.: Okay, and as a quick follow-up. What is happening in Europe to give you confidence that things have finally bottomed out?

Well for us, I think that and maybe just to appropriately characterize how we feel about Europe right now is to say that things don't seem to be getting an worse. It's difficult to point to specific things that would say that it's getting better but appears to be flattening out and for us that really has been influenced by our improvement in healthcare which has been offsetting some of the weakness that we have seen in auto in Europe, and then geographically in some of the more challenged locations like Spain we have seen year-over-year sales actually flatting out. So we view that as a positive, but it's not getting any worse.

Lucy, I think you framed your question appropriately. We are seeing it flattening out more than any, we are not seeing any evidence of a recovery, but I think we saw enough of a downturn fourth quarter of last year that we are not seeing a progressive step backwards from this point, at this early point in the quarter.

Thank you for your question Lucy. Your next question comes from the line of Mike Sison for KeyBanc, Mike please go ahead you are live in the call.

Hey, good morning guys.

Hi Mike.

Nice transaction here with Spartech. You have not covered Spartech for quite some time and there was certainly a time where profitability was much better. The packaging technologies business which you are picking up is pretty much where you want it. The trouble areas are [customer screening] color in specialty. Steve what did you see in custom sheet and color and specialty that gets you excited that you can get it back to the levels they used to be?

Well I think there are lot of attributes that we characterized as having kind of the legs that we would like see in specialty business. First of all a lot of custom development, custom formulating and production and that's always an attribute that says you are close to your customers they rely on you they need you. Next in adjacent spaces and some of the same markets that we serve a lot of interesting and attractive markets that are right where we are today and some where we have been wanting to get to for a long time. For example aerospace, it's a very long sales cycle, a high spec-in business. Some of this business they have in security is we think very attractive and a growth area as well. So those are I think some of the key attributes that we saw upfront. I think it starts with what kind of customers you have and what are you providing them and how differentiated is it or can it become and then what markets are you serving, do you know anything about them, we know a lot about many of their markets. We have a broader offering to provide those customers. At the same time we get to propel ourselves into some new markets that we have been working on developing for some time now.

Okay, and then Bob or Rich, when you think about the accretion in year one, my estimate publically is $0.30 for Spartech next year consensus to $0.39. Can you give us a little bit of help what type of improvement you expect for the base, for their business into '13 and how many synergies sort of kicks in next year?

I am going to do this really off of what I say is an acquired EBIT level of about [$20 million] and then with what we assume for interest cost associated with the new financing and then subsequently associated with share buybacks, you know how - into the first full year we would say that interest is nearly offsetting the acquired EBIT less amortization that we assume as a result of stepping up the asset values. So let's call that a net zero on a broader share base next year, means that in the first full year we need to get about $11 million of synergies to breakeven, which we believe that we'll be able to accomplish next year and see (inaudible) to the first full year EPS accretion modestly in the $0.02 range and we'll know more about that candidly when we get to, closer to closing the deal.

Got it. Thank you and congrats again.

Thanks.

Thank you, Mike. Your next question comes from the line of Kevin Hocevar of Northcoast Research. Kevin please go ahead you are live in the call.

Hi good morning guys.

Good morning Kevin.

So with, you know looks like the target for Spartech in terms of the margin is 8% to 10% over the next couple of years. Does that, and I believe this will all be included in the specialty platform. Does that change your 12% to 16% target margins in 2015. Bob, I know you mentioned that you are locked in on these you know your 2015 goals. I am just wondering if that changes at all.

First of all, with respect to our existing businesses we're not changing anything for our 2015 targets clearly by adding an Spartech to the specialty platform that will weigh down the platforms margin potential, but still see line (inaudible) actually getting inside that range. But I would say that we have, we have some time here to think about those goals, but I wouldn't see anything changing significantly?

Well I think we - Kevin we'll need a little more time to see how, specially how quickly we can get to those levels of return on sales, but we think ultimately this business has the same kind of attributes that has allowed us to make our progress and we would end up, it may take a little bit longer to get to the 12 or 16, because the starting points are lower, but directionally that's where this is headed and we'll first segregate this from our other specialty business as we evaluate ourselves and hold ourselves accountable to those targets that are out there.

Okay, and then Rich this is a question more for you. What was the thought with we're doing the share, issuing shares to help pay for the transaction instead of maybe issuing more debt and because I believe you would be able to get a lower interest rate than you currently have. So with the thought there, I know you didn't want to raise net debt to EBITDA above three times. I don't know if you would have issued all that if they would have rose it above that level. But just wanted to get some color on the thought we're still into issuing the shares?

Sure Kevin. What I would tell you is I think that a prime motivation here is to get the deal done with the attractiveness of PolyOne shares and the ability of the existing shareholders of Spartech the share and the rewards of the go forward inspiration and synergies to the extent they wanted to do that. So as you can see over the relatively medium term. We're going to make this into a more all cash deal, but in the mean time this is what (inaudible) to get the deal done and we are happy to do it in that way.

Thank you for your question Kevin. Your next question comes from the line of Dmitry Silversteyn of Longbow Research. Dmitry please go ahead you are live in the call.

Thank you, good morning and congratulations on the quarter and this deal.

Thank you, Dmitry.

It looks like, sort of you are taking a step back you have to take several steps forward in a sense that both GLS and ColorMatrix acquisitions sort of added more value or more specialness to your portfolio where Spartech is a little bit more of a, I don't want to say a fixer-up, but certainly a little bit more of a business and comp. So you're, obviously you have got a lot of confidence that you can get this done given the transformation you did internally already. As you look at Spartech, do you think that the sort of the improvement that you can bring to the table is more on the commercialization and engaging with customers and that the marketing part of the business or is there still work to be done on the manufacturing and rightsizing the footprint of and some of the things that sort of derailed Spartech couple of years ago when they tried to execute this.

Yeah, I think you have made an important distinction between this type of an acquisition versus ColorMatrix for GLS. They are very, very different. Those businesses had the deep seeded specially attributes and financial returns already embedded in more like what we were bringing PolyOne to become, where this is a lot like where we were and I think the answer to your question lies on all fronts. I mean, you know and you have watched us a longtime Dmitry. We know how to run a great Lean Six Sigma process to improve efficiency on the manufacturing side, on the working capital side, on the quality side. We know we can add a lot of value there, but we also believe that the commercial opportunities from the. The learnings that we've gained over the years, the experience that we have, some of the tools that are proprietary that we have, that we can apply to the commercial side of his business are certainly there as well. I mean Vicky and her team are just very early in the early phases in some of the businesses starting Lean Six Sigma. We can accelerate that and we have 41% of our employees well-trained in this. For them it's a tiny percentage. So we think there is great opportunity on all fronts. In addition to that, for a company of this size and the size of a market cap the public company costs are not cheap. It costs a lot of money to be a public company and it takes a lot of time and we think that's a quick areas that we can immediately make some gains. Then finally again on the sourcing side we see volume and scale it's financially beneficial. In addition to that I think our financial position which is stronger gives some increased flexibility on many fronts including investing in some areas where they have some attractive growth opportunities, but haven't really had all the opportunity to invest to the full degree, you would if you didn't have some constraints on you. So I think we're - I'd love to just put this into one arena and say we're most excited about this far but really it's across the board on all the fronts that you mentioned.

Then just little bit maybe of a book keeping question for the purposes of combining the companies and reporting your results going forward. Are you going to split out the color on additives and the engineering materials into your existing divisions and just have the [sheet on role] stock as a third business unit within specialty. Can you give any thought about how you'll be accounting for these segments.

I think that's pretty close Dmitry this is Bob, with one minor exception being that there is some contract manufacturing within the color and specialty compounds business that may fit most appropriately with our like business, which is in [PP&S], but largely the Company will go into the specialty platform they way you just described?

That actually brings to my last question Bob. Are there any businesses within Spartech that you have less interest in let's say going forward?

No, not at this time.

Thank you for your question. Your next question comes from the line of Mike Ritzenthaler of Piper Jaffray. Mike please go ahead you are live in the call.

I would like to go into the technology adjacent season little bit more. Are there any that you are particularly excited about? You mentioned the product adjacencies and some of the commentary on the slides look like they are more focused on end markets and products. I was wondering if there is anything specific about their technology.

Well I mean this is by first of all the technologies as we just described them are in an adjacent space largely to where we are today. There is some overlap with respect to color and specific compounds which are more closely aligned with our color and engineered materials businesses, Mike, but when you look at the sheet and then the packaging segments they're really are very different from what we have today and view all those as attractive. Steve mentioned some end-market positions that we're picking up that we like a lot, and I would point out that, Spartech does have number 1 market leading positions in sheet, rigid barrier packaging, and cell cast acrylics is three that we are interested in. Focused really on those end markets Steve, mentions, specifically aerospace and security to name a few.

And the technologies, you know, barrier films, acrylics, additives, we think there is a tremendous opportunity for ColorMatrix for Pol from ColorMatrix by putting additives into some of their sheet products that will create a lot of value for customers. So I think it's - we have to get into that level of detail, yet when we can, with ColorMatrix, but we really like the approach of putting, building more into the value and the offering to the customer and making the formulation and the sheet - have greater attributes and characteristics and functionality.

Okay, that's helpful. And then on ROIC, could you discuss ROIC targets to the extent they discussed sort of internally into the next couple of years. In the past you've been in the - 30s, which has been one of the real calling cards for PolyOne. And have been more in the teens recently since picking up on the M&A front. So I guess the spirit of the question is around management compensation on ROIC and have you had to change compensation matrix to adjust for sort of near term - effects of the M&A?

So Mike, this is Rich, I think I'll take the first part of that and then let Steve do the second part. What do I tell you is that, our targets for ROIC, that we stated in our analyst day, earlier this year is still the targets we have, if you look specifically at this deal. It's gotten very, very attractive ROIC. If you look out into the future as we realize the synergies. Somewhere in the range of 20% plus which is significantly over our weighted average cost of capital. So this is a very attractive acquisition and we're going to go and deliver it. I'll then hand to Steve.

Yeah, let me tackle the question about changing our incentives around ROIC, we don't have any plans to do that. We think ROIC is a meaningful and important metric. And we measure it and we discuss it in people's performance assessments. But I believe in simplicity and easy measurability in compensation for people. And I believe is direct alignment as we can have with shareholders and I think that our compensation plan as it stands today in PolyOne is the appropriate one. I think it certainly hard to argue this isn't driving performance. So we don't have any plans to use ROIC as a bonus reward incentive metric.

Okay. Just one last one from me then. I'm a - what was the qualitative composition of organic growth, I mean Bob had gone into some of those details, this is if - more of a question on the quarter. Packaging, healthcare, consumer products, if you could give us a little bit more color around which one of those were particularly attractive from organic standpoint? And if the organic improvement was $0.04 as you had mentioned - what was the top line revenue organically on a percentage basis.

Yeah. I'm going to start with, first of all, as you elected that - you already talked about the $0.04 EPS, year-over-year which is the most significant addition that we've had organically, quarter over quarter was a remainder of $0.02 coming from share repurchase and then $0.01 from ColorMatrix accretion. And the market segments in which we experienced a greatest drop were packaging, appliance, electronics and then healthcare. And as I mentioned earlier, our remarks, healthcare is now actually 12.1% of our sales. Which was an all time record for us.

I think the softest areas for us for the quarter were automotive and consumer and automotive, a lot of that was due to Europe, the builds were down 8% and we're hooked into that space in Europe. That gives you some sense of the growth rate.

Okay, and then I guess - the other part of the question was the top line revenue growth organically, was there a breakdown there?

Do you have that?

Yeah, this is Rich. What I would tell you is that the [walk] there is - plus 7 on acquisitions, minus 1.5 on volume, minus 2.3 call it, on price mix and minus 2.5 on FX, what I would I would also amplify there, is that the preponderance of the price mix was in PolyOne distribution and PP&S, where there was some input costs decreases, so I think you've looked more closely at the margin, improvements there, hasn't as being indicative in the special fee businesses, prices mix was as positive 3.5.

POD had price declines of 3% and that's pretty much a direct passthrough in that business so that's a $1 billion base that had a 3% lower material pricing.

Okay. Great. Thanks and congrats guys.

Yep, thank you.

Thank you for your question, Mike. Your next question comes from the line of Christopher Butler, Sidoti & Co. Christopher, please go ahead, you're live in the call. Christopher Butler - Sidoti & Co.: Hi, good morning, everyone.

Hi, Chris. Christopher Butler - Sidoti & Co.: As I look at this deal and look at what Spartech's doing and what synergies that you expect from it, we're still getting EBITDA margins only to about 10% as was touched on earlier, could you talk to other factors like, global cross-selling opportunities, that may help bridge the gap that may not actually find its way into operating margins and similarly what kind of negative sales synergies might you expect there as you reduce some of the lower margins sales here?

As of now, I'm going to take it this first and just say with respect to you know, our EBIT expectations what we had in the slide deck, of getting the acquired businesses to 8% to 10% over time, that should translate itself to a higher actually, EBITDA return by addition another 2 points, let's say. But you know, much in the same way that we set targets for ourselves, even going back to 2007, for what we set in 2012 and then we've subsequently updated those to 2015. We really view those as interim goals and that's not the end game. So that's what we think we'll get to inside of three years. But believe that we can get beyond that. With respect to cross-selling opportunities, there are Steve already mentioned the opportunities with respect to additives, from our Global Color Additives and Inks, our portfolio, which could align with their products and then I would also say the same thing about our colorants as well in addition to the additives. We also have a global footprint and do you know, we haven't talked that much about globalization but view that as a significant opportunity, 94% of Spartech's sales are in the U.S. and we see the ability to take those globally.

And it's actually 94% in North America, but nevertheless the opportunity to expand this globally, is huge. And I don't think what we don't know yet, and we haven't factored in our - what are some of the other ways that we can use PolyOne resources, and Spartech resources combined to sell more complex packages. We haven't even factored that into this, I will tell you in our modeling we did expect to have some pruning in the business. We won't tell you the amount of that but we did certainly model some treated business as a result of repositioning the portfolio and making sure that when we are working with customers we have something of great value to offer them. Christopher Butler - Sidoti & Co.: And with the revaluation of assets, could you give us a sense on where you expect depreciation to be.

We're going to take that - we're basically going to add about $2.5 million to the existing run rate. So that's about 32 plus 2 call it 34. Christopher Butler - Sidoti & Co.: I appreciate you can.

Thank you.

Thank you for your question, Christopher. Your next question comes from the line of Steve Schwartz of First Analysis. Steve, please go ahead, you're live in the call.

Good morning, everyone.

Hey, Steve.

I guess the first question and it ties into what a lot of people have asked, but I'll ask it in a slightly different way. Of the $65 million in synergies, how do you expect that to split out between corporate savings and operations restructuring?

At this time we're not giving any additional details on the carve-out of the $65 million. There may be a point in time where it becomes more appropriate for us to outline that when we get to closer to the close date, but as Steve mentioned in a previous remark, yeah, we do see those synergies taking place on several fronts. One being reduction of corporate governance costs, and things associated with being a public company. The next two categories really would be the implementation of our lean Six Sigma program, aligning manufacturing assets with the voice of the customer and then finally on the commercial side, with respect to improving, sales force training efficiency and effectiveness. But that this part we're not assigning values to either one of those, but would say that when we'll might be able to do that here in short (Inaudible).

Okay. And one of the reasons I ask is that have you formulated any thought about their packaging tech center and so forth. Spartech has done a lot to consolidated all their technical resources, into a new tech center St. Louis and I'm wondering if, you - will day or two [offset] that and maybe move all of that to Avon Lake and how that might affect the opportunities within that business.

Well, first of all, you know, that we love innovation at PolyOne and that's one of the things that's driven our profitability improvement and our transformation. So we have zero plans or intentions to shut down their exciting new innovation center in St. Louis. Could we change that? I guess we could but our belief is that's a very valuable asset that will help drive this transformation and really create value for the customers and in turn the shareholders. So we're excited about it. It's just not on our radar screen to think about closing a facility like that. That's a - it's a nice asset. They made a tough - they've made tough choices, they've had limited opportunities, limited funds and resources and I'm really pleased that they chose to invest in innovation and in R&D because that is what is driving our - has driven our transformation, it's one of the key drivers and it's certainly would be very helpful going forward.

Okay. Thanks, Steve, and then just as a follow-up, if I could, Bob, within the $65 million, given their relatively low gross margin level to your own, I'm going to presume you're going to look at closing a lot of facilities, what have you, consolidating, typically that requires a certain amount of cap spending. Have you factored that into the $65 million that you guys are talking about at this point?

The cash cutters and estimate cash cost is included in the slide deck on the website, at about $60 million.

$60 million. Okay, that's great.

All factored in.

All right, thanks Steve. We've got time for one more question.

Thank you. Your next question comes from the line of Rosemarie Morbelli of Gabelli & Company. Rosemarie, please go ahead, you're live in the call. Rosemarie Morbelli - Gabelli & Company: Good morning, all and thank you for taking my question.

Sure, Rosemarie. Rosemarie Morbelli - Gabelli & Company: Thought I was not going to make it. Talking about CapEx, your estimate is around $52 million for PolyOne. Where do you think that particular level will be including Spartech, particularly since you mentioned that they didn't have the financial means to do - to take certain steps?

Yes, Rosemarie, this is Rich. What I would tell you is the way we've modeled this is approximately $25 million of CapEx per year, and I'd say about 40% of that $10 million is safety and maintenance CapEx. Certainly there are opportunities with great paybacks, we have the flexibility to increase that and we'll obviously know more about that as we get closer to the business.

Yeah, and I think, to emphasize Rich's the last element of his answer, which is if we see great opportunities, we have the - we have the funds to make investments, we'll make judgment calls, we want to understand the markets and then returns but if they're there we're going to invest in and play this out as a long term game. Rosemarie Morbelli - Gabelli & Company: Okay, so if I understood properly you have your own CapEx and you've add about $25 million for Spartech?

More or less, yes. Rosemarie Morbelli - Gabelli & Company: Okay. And could you give us a feel for the existing size of Spartech's specialty products? Because while I know very little about the company, my perception was that it was mostly commodities?

We would say that we don't believe it's mostly commodities by any means and you might conclude that looking at some of the return but I will tell you when you get inside and see what they're doing for their customers and see how customized a lot of these applications are. And see the value that it brings to their end customers, we would categorize, this entire batch of business as specialty as we categorize it at PolyOne six years ago, where we took color additives and Inks and we took our engineered materials. Even though they were components of those businesses, Rosemarie, that were commoditized, they didn't have as much value-add they were still in the markets and had a customer base that could benefit from value added application know-how. Service et cetera. So we would say that all of this with the exception of some contract manufacturing a little sliver of the overall $1.2 billion in sales. Would be categorized for us in this specialty camp. And remember when we declared those businesses of PolyOne specialty, they didn't have the profitability attributes, but we put them in that segment because we believed in the longer term end market development and the uniqueness that we could bring to customers. Rosemarie Morbelli - Gabelli & Company: Okay. That is helpful. Could you, Steve, talk a little bit about - I mean I know, you said you would not give a number, but currently Spartech, has $1.1 billion, $1.2 billion in revenues, could we anticipate about a 10% pruning and does that eliminating those particular product lines, or customers whom - with whom you just want to be able to get specialty type of margins?

I'm really - I'm not trying to be coy here, but we can't possibly even assess that at this point. I think that will be evolving with time. And I think that while we've factored something into our plans, just to be safe and conservative. We can't at this point have discussions about customers and margins et cetera. We're just not allowed to go that deep when you get into these kind of conversation. So that's something we'll work very closely with the outstanding management team that we have down there. And Spartech will help us get through this. And we'll work it together as you've raised bar, you begin the quickly understand where your customers value you and where you're just another me too player. That something we'll be going through together with them as we get arms around this deal. Rosemarie Morbelli - Gabelli & Company: Thank you. And then on the PolyOne side, have you experienced any benefit yet from - what appears to be a housing recovery? Or is that still another couple quarters away?

So we'll answer that and then we'll have to sign off, Rosemarie. Rosemarie Morbelli - Gabelli & Company: Sure.

I think as far as you've heard a little bit of improvement in housing starts, in the U.S. consensus forecast, now for 2012, there's $750,000. So far for 2013 it's 910,000 units so if you believe those numbers it's a step in right direction. I think PP&S is benefitting from some increased activity in the North American Housing market. We see some growth in applications like pipe fittings, appliances and wire and cable. So about 30% of that business is directly tied to housing. It's way down from what it was at few years ago, about half what it was a few years ago. But that's what we would say in response to your question. I thank you very much and I think with that we have to conclude our third quarter 2012 conference call. We want to thank you all for your continued interest in PolyOne and for joining us on again, on short notice on our call today. We are excited about what happened in the third quarter and very excited about our future. So we appreciate your help and your support and your interest. Thank you very much. This concludes our call.

Thank you for joining today's conference. This concludes the presentation. You may now disconnect and have a good day.