10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 2, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

1-5911

(Commission File Number)

SPARTECH CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	43-0761773
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

120 S. Central Avenue, Suite 1700

Clayton, Missouri 63105

(Address of principal executive offices) (Zip Code)

(314) 721-4242

(Registrant’s telephone number, including area code)

Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ     NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ     NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer R Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o     NO þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 31,203,605 shares of Common Stock, $.75 par value per share, outstanding as of March 1, 2013.

SPARTECH CORPORATION

FORM 10-Q For the Three Months EndedFebruary 2, 2013 and February 4, 2012

Table of Contents

Cautionary Statements Concerning Forward-Looking Statements

PART I — Financial Information		Page No.
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets:
	As of February 2, 2013 (Unaudited) and November 3, 2012	1
	Unaudited Consolidated Condensed Statements of Operations:
	For the Three Months Ended February 2, 2013 and February 4, 2012	2
	Unaudited Consolidated Statements of Comprehensive Income:
	For the Three Months Ended February 2, 2013 and February 4, 2012	3
	Unaudited Consolidated Condensed Statement of Cash Flows:
	For the Three Months Ended February 2, 2013 and February 4, 2012	4
	Notes to Unaudited Consolidated Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II — Other Information
Item 1.	Legal Proceedings	23
Item 6.	Exhibits	26
	Signatures	27
	Certifications	26
EX-10.1
EX-10.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Cautionary Statements Concerning Forward-Looking Statements

Statements in this Form 10-Q that are not purely historical, including statements that express the Company’s belief, anticipation or expectation about future events, are forward-looking statements. “Forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 relate to future events and expectations and include statements containing such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions. Forward-looking statements are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which management is unable to predict or control, that may cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ from our forward-looking statements are as follows:

(a) The announced pending merger with PolyOne could cause disruptions in the business

(b) Uncertainty of the merger may cause customers, suppliers, employees, or strategic partners to delay or make different decisions about their relationship with the Company

(c) Required approvals and lawsuits challenging the merger could delay or prevent the closing of the merger

(d) Problems may arise in the integration of the businesses of PolyOne and the Company or the transaction may result in unexpected costs to merge the two companies

(e) Adverse changes in economic or industry conditions, including global supply and demand conditions and prices for products of the types we produce

(f) Our ability to compete effectively on product performance, quality, price, availability, product development, and customer service

(g) Adverse changes in the markets we serve, including the packaging, transportation, building and construction, recreation and leisure, and other markets, some of which tend to be cyclical

(h) Volatility of prices and availability of supply of energy and raw materials that are critical to the manufacture of our products, particularly plastic resins derived from oil and natural gas, including future impacts of natural disasters

(i) Our inability to manage or pass through to customers an adequate level of increases in the costs of materials, freight, utilities, or other conversion costs

(j) Our inability to achieve and sustain the level of cost savings, productivity improvements, gross margin enhancements, growth or other benefits anticipated from our improvement initiatives

(k) Our inability to collect all or a portion of our receivables with large customers or a number of customers

(l) Loss of business with a limited number of customers that represent a significant percentage of our revenues

(m) Restrictions imposed on us by instruments governing our indebtedness, the possible inability to comply with requirements of those instruments and inability to access capital markets

(n) Possible asset impairments

(o) Our inability to predict accurately the costs to be incurred, time taken to complete, operating disruptions therefrom, potential loss of business or savings to be achieved in connection with production plant consolidations and line moves

(p) Adverse findings in significant legal or environmental proceedings or our inability to comply with applicable environmental laws and regulations

(q) Our inability to develop and launch new products successfully or without extensive additional costs

(r) Possible weaknesses in internal controls

We assume no responsibility to update our forward-looking statements.

PART I — Financial Information

Item 1. Financial Statements

Spartech Corporation and Subsidiaries

Consolidated Condensed Balance Sheets

	(Unaudited)
	February 2,			November 3,
(Dollars in thousands, except share data)	2013			2012
Assets
Current assets:
Cash and cash equivalents	$	2,964		$	1,092
Trade receivables, net of allowances of $2,494 and $3,341, respectively	136,235			150,566
Inventories, net of inventory reserves of $9,941 and $9,534, respectively	114,980			105,099
Prepaid expenses and other current assets, net	31,138			24,855
Assets held for sale	2,614			2,614
Total current assets	287,931			284,226
Property, plant and equipment, net	195,694			197,373
Goodwill	47,466			47,466
Other intangible assets, net	10,760			11,182
Other long-term assets	4,174			4,386
Total assets	$	546,025		$	544,633
Liabilities and shareholders’ equity
Current liabilities:
Current maturities of long-term debt	$	22,645		$	22,636
Accounts payable	124,300			141,937
Accrued liabilities	36,789			39,088
Total current liabilities	183,734			203,661
Long-term debt, less current maturities	134,357			112,288
Other long-term liabilities:
Deferred taxes	41,960			41,960
Other long-term liabilities	7,007			6,739
Total liabilities	367,058			364,648
Shareholders’ equity
Preferred stock (authorized: 4,000,000 shares, par value $1.00) Issued: None	—			—
Common stock (authorized: 55,000,000 shares, par value $0.75) Issued: 33,131,846 shares; outstanding: 31,210,911 and 30,801,994 shares, respectively	24,849			24,849
Contributed capital	193,089			203,092
Accumulated losses	(8,901		)	(8,435		)
Treasury stock, at cost, 1,920,935 and 2,329,852 shares, respectively	(34,921		)	(44,481		)
Accumulated other comprehensive income	4,851			4,960
Total shareholders’ equity	178,967			179,985
Total liabilities and shareholders’ equity	$	546,025		$	544,633

See accompanying notes to consolidated condensed financial statements.

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Spartech Corporation and Subsidiaries

Consolidated Condensed Statements of Operations

	Three Months Ended
	February 2,			February 4,
(Unaudited and dollars in thousands, except per share data)	2013			2012
Net sales	$	263,993		$	281,781
Costs and expenses
Cost of sales	237,017			260,075
Selling, general and administrative expenses	22,155			21,760
Foreign exchange (gains)/losses	(425		)	16
Amortization of intangibles	422			422
Merger and transaction costs	2,060			—
Restructuring and exit costs	1,132			—
Total costs and expenses	262,361			282,273
Operating earnings (loss)	1,632			(492		)
Interest expense, net of interest income	2,592			3,020
Loss before income taxes	(960		)	(3,512		)
Income tax benefit	(493		)	(1,263		)
Net loss	$	(467	)	$	(2,249	)
Basic loss per share:
Net Loss	$	(0.01	)	$	(0.07	)
Diluted loss per share:
Net Loss	$	(0.01	)	$	(0.07	)

See accompanying notes to consolidated condensed financial statements.

2

Spartech Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

	Three Months Ended
	February 2,			February 4,
(Unaudited and dollars in thousands, except per share data)	2013			2012
Net loss	$	(467	)	$	(2,249	)
Other comprehensive income (loss)
Foreign currency translation (losses) gains	(109		)	55
Total comprehensive loss	(576		)	(2,194		)

See accompanying notes to consolidated condensed financial statements.

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Spartech Corporation and Subsidiaries

Consolidated Condensed Statements of Cash Flows

	Three Months Ended
	February 2,			February 4,
(Unaudited and dollars in thousands)	2013			2012
Cash flows from operating activities
Net loss	$	(467	)	$	(2,249	)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	7,462			8,227
Stock-based compensation expense	456			943
Restructuring and exit costs	593			—
Loss on disposition of assets, net	34			53
Provision for bad debt expense	77			282
Change in current assets and liabilities	(22,010		)	(13,793		)
Other, net	(39		)	(177		)
Net cash used by operating activities	(13,894		)	(6,714		)
Cash flows from investing activities
Capital expenditures	(5,121		)	(3,884		)
Proceeds from the disposition of assets	4			105
Net cash used by investing activities	(5,117		)	(3,779		)
Cash flows from financing activities
Bank credit facility borrowings, net	22,030			11,009
Payments on bonds and leases	(112		)	(122		)
Debt issuance costs	—			(485		)
Tax payments for employee stock exercises	(1,028		)	(62		)
Net cash provided by financing activities	20,890			10,340
Effect of exchange rates on cash and cash equivalents	(7		)	4
Increase (decrease) in cash and cash equivalents	1,872			(149		)
Cash and cash equivalents at beginning of period	1,092			877
Cash and cash equivalents at end of period	$	2,964		$	728

See accompanying notes to consolidated condensed financial statements.

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Notes to Consolidated Condensed Financial Statements

(Unaudited and Dollars in thousands, except per share amounts)

1. Basis of Presentation

The consolidated financial statements include the accounts of Spartech Corporation and its consolidated subsidiaries (“Spartech” or the “Company”). These financial statements have been prepared on a condensed basis, and accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, these consolidated condensed financial statements contain all adjustments (consisting of normal recurring adjustments) and disclosures necessary to make the information presented herein not misleading. These financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in the Company's November 3, 2012 Annual Report on Form 10-K.

On October 23, 2012, PolyOne Corporation (“PolyOne”), 2012 Redhawk, Inc., a wholly owned subsidiary of PolyOne (“Merger Sub”), PolyOne Designed Structures and Solutions, LLC, a wholly owned subsidiary of PolyOne (“Merger LLC”), and Spartech Corporation (“Spartech”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Spartech will be merged with and into Merger Sub (the “Merger”), with Spartech to be the surviving corporation in the merger (the “Surviving Corporation”) and a wholly owned subsidiary of PolyOne, which is expected to be immediately followed by a merger of the Surviving Corporation with and into Merger LLC (the “Subsequent Merger”), with Merger LLC to be the surviving entity in the Subsequent Merger and conduct business as PolyOne Designed Structures and Solutions. At a special meeting of stockholders of Spartech Corporation on March 12, 2013, the stockholders voted to approve the merger agreement between Spartech and PolyOne Corporation. Pursuant to the merger, stockholders will receive, in exchange for each share of Spartech common stock, (1) $2.67 in cash, without interest, and (2) 0.3167 of a PolyOne common share. The merger will be effective on March 13, 2013.

Spartech is organized into three reportable segments based on its operating structure and products manufactured. The three reportable segments are Custom Sheet and Rollstock, Packaging Technologies and Color and Specialty Compounds. The Company reorganized its internal reporting structure and management responsibilities for the Passaic matter and the associated closed facility during the third quarter of 2012 as a result of developments with the environmental matters, as described in Note 8. These costs were previously reported under the Color & Specialty Compounds segment, but are now reported in Corporate.

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. Operating results for any quarter are historically seasonal in nature and are not necessarily indicative of the results expected for the full year. Dollars presented are in thousands except per share data, unless otherwise indicated.

The Company's fiscal year ends on the Saturday closest to October 31st and fiscal years generally contain 52 weeks. However, because of this accounting convention, every fifth or sixth fiscal year has an additional week, and 2012 was reported as a 53 week fiscal year. The Company's first quarter, which ended February 2, 2013, included 13 weeks compared to 14 weeks in the first quarter of the prior year. Years presented are fiscal unless noted otherwise.

2. Newly Adopted Accounting Standards

In June 2011, the FASB issued an amendment to ASC 220, Comprehensive Income. This amendment eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. In addition, items of other comprehensive income that may be reclassified to profit or loss in the future are required to be presented separately from those that would never be reclassified. The amendment is effective for fiscal years beginning after December 15, 2011, and interim periods within that year. Accordingly, this amendment was adopted in the first quarter fiscal year 2013. Adoption of this guidance did not have a material impact on our financial statements.

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3. Inventories, net

Inventories are valued at the lower of cost or market. Inventory reserves reduce the cost basis of inventory. Inventory values are primarily based on either actual or standard costs, which approximates average cost. Finished goods include the costs of material, labor and overhead. Inventories at February 2, 2013, and November 3, 2012, consisted of the following:

	February 2, 2013			November 3, 2012
Raw materials	$	66,568		$	58,107
Production supplies	7,233			7,129
Finished goods	51,120			49,397
Inventory reserves	(9,941		)	(9,534		)
Total inventories, net	$	114,980		$	105,099

4. Restructuring and Exit Costs

Restructuring and exit costs were recorded in the consolidated statements of operations as follows:

	Three Months Ended
	February 2, 2013			February 4, 2012
Restructuring and exit costs:
Custom Sheet and Rollstock	$	434		$	—
Packaging Technologies	—			—
Color and Specialty Compounds	766			—
Corporate	(68		)	—
Total restructuring and exit costs	1,132			—
Income tax benefit	(286		)	—
Impact on net earnings	$	846		$	—

2012 Restructuring Actions

The Company initiated restructuring actions to reduce costs and reposition its portfolio to more specialty and higher-value products. On May 15, 2012, the Company announced a plan calling for the consolidation of two Custom Sheet and Rollstock facilities in Canada into the Granby, Quebec location. On October 16, 2012, the Company announced a plan calling for the consolidation of the Color and Specialty Compounds facility in Stratford, Ontario into the Cape Girardeau, MO and Manitowoc, WI locations. These actions were done in order to reduce fixed costs and better leverage equipment and resources. The Company expects to incur approximately $1,568 in restructuring costs over the next 12 months, which will be comprised of employee severance, facility consolidation and shut-down costs and fixed asset valuation adjustments.

The following table summarizes the cumulative restructuring and exit costs incurred under the 2012 restructuring plans:

	Three Months Ended February 2, 2013		Cumulative To-Date
Employee severance and other exit costs	$	539	$	2,768
Fixed asset valuation adjustments, net	593		885
Total	$	1,132	$	3,653

Employee severance and other exit costs include costs associated with job eliminations and the reduction in jobs resulting from facility consolidations. Facility consolidation and shutdown costs primarily include costs associated with shutting down production facilities, terminating leases and relocating production lines to continuing production facilities. Fixed asset valuation adjustments, net represents the effect from accelerated depreciation for reduced lives on property, plant and equipment and adjustments to the carrying value of assets held-for-sale to fair value, net of gains or losses on the ultimate sales of the assets.

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As of February 2, 2013, the Company had $2,614 of assets held-for-sale. The estimated fair value of assets held for sale, which falls within Level 3 of the fair value hierarchy, represents management's best estimate of fair value upon sale and is determined based on broker analyses of prevailing market prices for similar assets.

The Company's total restructuring liability, representing severance, consolidation and shut-down costs was $1,718 and $2,027 at February 2, 2013, and November 3, 2012, respectively. Cash payments for restructuring activities were $624 and $221 for the three months ended February 2, 2013 and February 4, 2012 respectively.

5. Debt

Debt at February 2, 2013, and November 3, 2012, consisted of the following:

	February 2, 2013		November 3, 2012
2004 Senior Notes	$	88,901	$	88,901
Credit facility	56,456		34,426
Other	11,645		11,597
Total debt	157,002		134,924
Less current maturities	22,645		22,636
Total long-term debt	$	134,357	$	112,288

On September 14, 2004 the Company completed a $150 million private placement of Senior Notes over a term of twelve (12) years (2004 Senior Notes). On June 9, 2010, the Company entered into a new credit facility agreement and amended its 2004 Senior Notes. The new credit facility agreement has a borrowing capacity of $150 million with an optional $50.0 million accordion feature, has a term of four (4) years, bears interest at either Prime or LIBOR plus a borrowing margin. The credit facility and amended 2004 Senior Notes are secured with collateral including accounts receivable, inventory, machinery and equipment and intangible assets.

On December 6, 2011, the Company entered into concurrent amendments (collectively, the “December 2011 Amendments”) to its Amended and Restated Credit and 2004 Senior Note agreements (collectively, the “Agreements”) in order to provide covenant flexibility. Under the December 2011 Amendments, the Company's minimum Fixed Charge Coverage Ratio was amended to 1.2 to 1 at the end of the fourth quarter of 2012 and first quarter of 2013 and increases to 1.3 to 1 at the end of the second quarter of 2013, and the covenant definition was changed to exclude 50% of scheduled installment payments (previously included 100%) in the denominator of the calculation. Under the December 2011 Amendments, the Company's maximum Leverage Ratio was amended to 3.0 to 1 at the end of the third quarter of 2012. Consistent with the previous agreement, the Company's maximum Leverage Ratio continues at 3.0 to 1 at the end of the fourth quarter of 2012 through the third quarter of 2013 and decreases to 2.75 to 1 at the end of fourth quarter of 2013. Under the December 2011 Amendments, the Company's annual capital expenditures will be limited to $30.0 million when the Company's Leverage Ratio exceeds 2.5 to 1. In addition, the Company will be subject to certain restrictions in its ability to complete acquisitions, pay dividends or buy back stock. The interest rate increased on the 2004 Senior Notes by 50 basis points to 7.08%. Capitalized fees incurred in the first quarter of 2012 for the December 2011 Amendments were $0.5 million. During the term of the Agreements, the Company was subject to an additional fee of 100 basis points in the event the Company's credit profile rating decreased to a defined level. Such a decrease occurred during the second quarter of 2012 and the Company incurred an additional fee of $1.1 million to its Senior Note holders, which was capitalized and will be amortized over the remaining life of the Notes as an adjustment to interest expense.

The Agreements require the Company to offer early principal payments to Senior Note holders and credit facility investors (only in the event of default) based on a ratable percentage of each fiscal year's excess cash flow and extraordinary receipts, such as the proceeds from the sale of businesses. Under the Agreements, if the Company sells a business, it is required to offer a percentage (which varies based on the Company's Leverage Ratio) of the after tax proceeds (defined as “extraordinary receipts”) to its Senior Note holders and credit facility investors in excess of a $1.0 million threshold. The excess cash flow definition in the Agreements follows a standard free cash flow calculation. The Company is only required to offer the excess cash flow and extraordinary receipts if the Company ends its fiscal year with a Leverage Ratio in excess of 2.5 to 1. The Senior Note holders are not required to accept their allotted portion and to the extent individual holders reject their portion, other holders are entitled to accept the rejected proceeds. Early principal payments made to Senior Note holders reduce the principal balance outstanding. No excess cash flow payment is required to be made in 2013 as the Company's fiscal year 2012 Leverage

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Ratio was not in excess of 2.5 to 1 as defined in the agreement. The Company made excess cash flow payments to the Senior Note holders in the second quarter of 2012 of $2.5 million.

At February 2, 2013, the Company had $82.2 million of total capacity and $56.5 million of outstanding loans under the credit facility at a weighted average interest rate of 3.32%. In addition to the outstanding loans, the credit facility borrowing capacity was reduced by several standby letters of credit totaling $11.3 million. The Company's average net revolver outstanding (average revolver borrowings net of cash) was approximately $61.8 million for the three months ended February 2, 2013. The Company is restricted to certain levels of expenditures relating to dividends and capital expenditures. The Company had $23.0 million of availability on its credit facility as of February 2, 2013. We primarily have used the borrowings on our revolving credit facility for working capital purposes and capital expenditures.

Interest on the amended 2004 Senior Notes is 7.08% and is payable semiannually on March 15 and September 15 of each year. The amended 2004 Senior Notes require equal annual principal payments of $22.2 million that commenced on September 15, 2012, and that are ratably reduced by required early principal payments based on a percentage of annual excess cash flow or extraordinary receipts as defined in the Agreements. The Company may, at its option and upon notice, prepay at any time all or any part of the amended 2004 Senior Notes, together with accrued interest plus a make-whole amount. Effective on the closing date of the merger, an amount related to the make-whole on the Company's Senior Notes of $10.3 million will be paid in conjunction with the transaction.

The Company's other debt consists primarily of industrial revenue bonds and capital lease obligations used to finance capital expenditures. These financings mature between 2013 and 2019 and have interest rates ranging from 0.17% to 16.5%.

The Company was in compliance with all debt covenants as of February 2, 2013. While the Company was in compliance with its covenants and currently expects to be in compliance with its covenants during the next twelve (12) months, the Company's failure to comply with its covenants or other requirements of its financing arrangements is an event of default and could, among other things, accelerate the payment of indebtedness, which could have a material adverse impact on the Company's results of operations, financial condition and cash flows.

6. Income Taxes

An income tax benefit was recorded for $493 and $1,263 for the three months endedFebruary 2, 2013 and February 4, 2012, respectively. The income tax benefit for the three months ended February 2, 2013 was primarily impacted by a loss on certain foreign operations for which a tax benefit is not more likely than not to be realized and a net income tax benefit for the reinstatement of the U.S. research and development tax credit of approximately $600.

7. Fair Value of Financial Instruments

The Company performs an analysis of all existing financial assets and financial liabilities measured at fair value on a recurring basis to determine the significance and character of all inputs used to determine their fair value. The Company's financial instruments, including cash, accounts receivable, notes receivable, accounts payable and accrued liabilities, have net carrying values that approximate their fair values due to the short-term nature of these instruments.

We prioritize the inputs to valuation techniques used to measure fair value into the following three broad categories:

Level 1 inputs - Quoted prices for identical assets and liabilities in active markets.

Level 2 inputs - Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, observable inputs other than quoted prices and inputs that are derived principally from or corroborated by other observable market data.

Level 3 inputs - Unobservable inputs reflecting the entity's own assumptions about the assumptions market participants would use in pricing the asset or liability.

The estimated fair value of our long-term debt, which falls in Level 2 of the fair value hierarchy, is based on estimated borrowing rates to discount the cash flows to their present value as provided by a broker, or otherwise, quoted, current market

8

prices for the same or similar issues. The following table presents the carrying amount and estimated fair value of long-term debt:

	February 2, 2013				November 3, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Total debt (including credit facilities)	$	157,002	$	161,236	$	134,924	$	141,340

The estimated fair value of assets held for sale, which falls within Level 3 of the fair value hierarchy, represents management's best estimate of fair value upon sale and is determined based on broker analyses of prevailing market prices for similar assets. As of February 2, 2013, the Company had $2,614 of assets held-for-sale.

During the three months ended February 2, 2013, there were no significant measurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

8. Commitments and Contingencies

In September 2003, the New Jersey Department of Environmental Protection (“NJDEP”) issued a directive to approximately 30 companies, including Franklin-Burlington Plastics, Inc., a subsidiary of the Company (“Franklin-Burlington”), to undertake an assessment of natural resource damage and perform interim restoration of the Lower Passaic River, a 17-mile stretch of the Passaic River in northern New Jersey.  The directive, insofar as it relates to the Company and its subsidiary, pertains to the Company's plastic resin manufacturing facility in Kearny, New Jersey, located adjacent to the Lower Passaic River.  The Company acquired the facility in 1986, when it purchased the stock of the facility's former owner, Franklin Plastics Corp.  The Company acquired all of Franklin Plastics Corp.'s environmental liabilities as part of the acquisition. Franklin-Burlington responded to the directive, and no further action under the directive as yet has been required by NJDEP.

Also in 2003, the United States Environmental Protection Agency (“USEPA”) requested that companies located in the area of the Lower Passaic River, including Franklin-Burlington, cooperate in an investigation of contamination of the Lower Passaic River.  In response, the Company and approximately 70 other companies (collectively, the “Cooperating Parties”) agreed, pursuant to an Administrative Order of Consent with the USEPA, to assume responsibility for completing a remedial investigation/feasibility study (“RIFS”) of the Lower Passaic River.  The RIFS and related activities are currently estimated to cost approximately $125 million to complete and are currently expected to be completed by mid-2015.  However, the RIFS costs are exclusive of any costs that may ultimately be required to remediate the Lower Passaic River area being studied or costs associated with natural resource damages that may be assessed. By agreeing to bear a portion of the cost of the RIFS, the Company did not admit to or agree to bear any such remediation or natural resource damage costs. In 2007, the USEPA issued a draft study that evaluated nine alternatives for early remedial action of a portion of the Lower Passaic River. The estimated cost of the alternatives in the aggregate ranged from $900 million to $2.3 billion.  The Cooperating Parties provided comments to the USEPA regarding this draft study, but the USEPA has not yet finalized its study. Currently, the Cooperating Parties understand that USEPA is finalizing this study and expects to issue it in 2013, and that the preferred early remedial alternatives are estimated by USEPA to cost $1.9 billion to $3.4 billion. The Cooperating Parties have submitted comments to the USEPA for consideration prior to issuance of the final study. In early calendar year 2012, the USEPA indicated to the Cooperating Parties that it would like to move forward with early remedial activity at a specific location along the river. In the third quarter of 2012, the Company and the other Cooperating Parties, with one exception, have agreed with USEPA to undertake a removal action at the specific location and the Company accrued $0.2 million. By agreeing to participate in this specific removal action, the Company did not admit ultimate responsibility for the removal action at such location, nor did the Company admit to or agree to bear costs for any other removal action at or remediation of the river, or for natural resource damages.

In 2009, the Company's subsidiary and over 300 other companies were named as third-party defendants in a suit brought by the NJDEP in Superior Court of New Jersey, Essex County, against Occidental Chemical Corporation and certain related entities (collectively, the “Occidental Parties”) with respect to alleged contamination of the Newark Bay Complex, including the Lower Passaic River.  The third-party complaint seeks contributions from the third-party defendants with respect to any award to NJDEP of damages against the Occidental Parties in the matter.

As of February 2, 2013, the Company had approximately $1.3 million accrued related to these Lower Passaic River matters described above, representing funding of the RIFS costs and related legal expenses of the RIFS, participation in the removal action agreed to with USEPA and the litigation matter.  Given the uncertainties pertaining to this matter, including that the RIFS is ongoing, the ultimate remediation has not yet been determined and because the extent to which the Company may be

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responsible for such remediation or natural resource damages is not yet known, it is not possible at this time to estimate the Company's ultimate liability related to this matter.  Based on currently known facts and circumstances, the Company does not believe that this matter is likely to have a material effect on the Company's results of operations, consolidated financial position, or cash flows because the Company's Kearny, New Jersey, facility could not have contributed contamination along most of the river's length and did not store or use the contaminant that is of the greatest concern in the river sediments and because there are numerous other parties who will likely share in the cost of remediation and damages.  However, it is reasonably possible that the ultimate liability resulting from this matter could materially differ from the February 2, 2013 accrual balance, and in the event of one or more adverse determinations related to this matter, the impact on the Company's results of operations, consolidated financial position or cash flows could be material to any specific period.

On December 14, 2009, Simmons Bedding Company and The Simmons Manufacturing Co., LLC (collectively, “Simmons”) filed suit in the Superior Court of New Jersey, Essex County (Simmons Bedding Company and The Simmons Manufacturing Co., LLC v. Creative Vinyl/Fabrics, Inc. and its owner, Spartech Corporation, Spartech Polycom Calendared and Converted Products, Granwell Products, Inc., Nan Ya Plastics Corporation USA - Docket No. ESX-L-10197-09) alleging that vinyl product supplied to Simmons failed to meet certain specifications and claiming, among other things, a breach of contract, breach of warranty and fraud for which Simmons was seeking unspecified damages, including costs related to a voluntary product recall. Creative Vinyl/Fabrics, Inc. (“Creative”) was seeking common law indemnification and contribution from the Company. The Company supplied Creative with PVC film pursuant to purchase orders submitted by Creative, which Creative further processed and then sold to Simmons. On November 16, 2012, the Court granted summary judgment on behalf of all of the Defendants in the case for full dismissal of the matter. Simmons filed its notice of appeal on January 3, 2013 and their appellate brief is due on March 18, 2013. The matter will be fully briefed by April 29, 2013. Based upon these recent developments, management does not believe that the ultimate liabilities resulting from this proceeding, if any, will be material to the Company's results of operations and will not have a material adverse effect on the Company's consolidated financial position or cash flows.

On September 15, 2011, we received a $4.8 million tax assessment for additional taxes, interest and penalties from the Mexico Tax Authorities related to our 2007 income tax and value added tax filings.  The Company continues to contest the assessment and is pursuing litigation with respect to certain items. Based on developments to date, we do not expect the ultimate outcome of this matter to have a material adverse impact on our results of operations, financial position or cash flows.

Five purported class action lawsuits have been filed by alleged Spartech stockholders in connection with the proposed merger transactions among Spartech, PolyOne Corporation (“PolyOne”), 2012 Redhawk, Inc. (“Merger Sub”) and 2012 Redhawk, LLC (n/k/a PolyOne Designed Structures and Solutions LLC) (“Merger LLC”).

Two of these purported class actions were filed in the Circuit Court of St. Louis County, Missouri against Spartech, its directors, PolyOne, Merger Sub, and Merger LLC. These actions, Weinreb v. Spartech, et al. and Warren v. Spartech, et al., have been consolidated for all purposes as In re Spartech Corporation Shareholder Litigation (the “Missouri Stockholder Actions”). The Missouri Stockholder Actions allege, among other things, that the directors of Spartech breached their fiduciary duties owed to stockholders by approving the proposed acquisition of Spartech by PolyOne and by failing to disclose certain information to stockholders. The Missouri Stockholder Actions further allege that PolyOne, Merger Sub, and Merger LLC aided and abetted the directors of Spartech in breaching their fiduciary duties. Among other things, the Missouri Stockholder Actions seek to enjoin the merger.

Two of these purported class actions were filed in Delaware Chancery Court (the “Delaware Stockholder Actions”). One of the Delaware Stockholder Actions, Gross v. Spartech, et al., was filed against Spartech, its directors, PolyOne, Merger Sub, and Merger LLC. The other Delaware Stockholder Action, Pill v. Spartech, et al., was filed against Spartech and its directors. The Delaware Stockholder Actions alleged, among other things, that the directors of Spartech breached their fiduciary duties owed to stockholders by approving the proposed acquisition of Spartech by PolyOne and by failing to disclose certain information to stockholders. Gross v. Spartech, et al. also alleged that PolyOne, Merger Sub, and Merger LLC aided and abetted the directors of Spartech in breaching their fiduciary duties. Among other things, the Delaware Stockholder Actions sought to enjoin the merger. After their request to stay the Delaware Stockholder Actions was denied, plaintiffs in the Delaware Stockholder Actions filed a Notice and (Proposed) Order of Dismissal on January 31, 2013, which was granted with modifications on February 1, 2013.

A purported class action was also filed in the United States District Court for the Eastern District of Missouri against Spartech, its directors, PolyOne, Merger Sub, and Merger LLC. Faulkner v. Holt, et al. (the “Missouri District Court Stockholder Action”), alleges, among other things, that the directors of Spartech breached their fiduciary duties owed to stockholders by approving the proposed acquisition of Spartech by PolyOne and by failing to disclose certain information to stockholders. The Missouri District Court Stockholder Action further alleges that PolyOne, Merger Sub, and Merger LLC aided and abetted the

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directors of Spartech in breaching their fiduciary duties. The Missouri District Court Stockholder Action also brings a claim, individually, against the directors of Spartech under Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. Among other things, the Missouri District Court Stockholder Action seeks to enjoin the merger.

PolyOne, Merger Sub, Merger LLC, Spartech, and Spartech's directors believe the Missouri Stockholder Action, the Delaware Stockholder Actions, and the Missouri District Court Stockholder Action and the underlying claims are without merit.

On March 5, 2013, counsel for the parties in each of the above-described lawsuits entered into a Memorandum of Understanding (the “MOU”), in which they agreed on the terms of a settlement of the Missouri Stockholder Action, including the dismissal with prejudice of the Missouri Stockholder Action and a release of all claims made therein against all of the defendants. The MOU also provides for dismissal with prejudice of the Missouri District Court Stockholder Action. The proposed settlement is conditioned upon, among other things, the execution of an appropriate stipulation of settlement, consummation of the merger, and final approval of the proposed settlement by the Circuit Court of St. Louis County, Missouri. In addition, in connection with the settlement and as provided in the MOU, the parties contemplate that plaintiffs' counsel will seek an award of attorneys' fees and expenses as part of the settlement. There can be no assurance that the merger will be consummated, that the parties ultimately will enter into a stipulation of settlement, or that the court will approve the settlement even if the parties enter into such stipulation. If the settlement conditions are not met, the proposed settlement as contemplated by the MOU would become void. The settlement will not affect the amount of the merger consideration that Spartech stockholders are entitled to receive in the merger.

The defendants deny all fault or liability and deny that they have committed any unlawful or wrongful act alleged in the Missouri State Action, the Delaware Stockholder Actions, and the Missouri District Court Stockholder Action or otherwise in relation to the merger. The defendants have agreed to the terms of the proposed settlement described above solely to avoid the substantial burden, expense, risk, inconvenience and distraction of continued litigation, including the risk of delaying or adversely affecting the merger.

The Company is also subject to various other claims, lawsuits and administrative proceedings arising in the ordinary course of business with respect to commercial, product liability, employment and other matters, several of which claim substantial amounts of damages. While it is not possible to estimate with certainty the ultimate legal and financial liability with respect to these claims, lawsuits, and administrative proceedings, the Company believes that the outcome of these matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

9. Net Earnings (Loss) Per Share

Basic earnings per share excludes any dilution and is computed by dividing net earnings attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. The dilution from each of these instruments is calculated using the treasury stock method. Outstanding equity instruments that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted earnings per share because they were antidilutive are as follows (in thousands):

	Three Months Ended
	February 2, 2013	February 4, 2012
Antidilutive shares:
SSARs	1,141	1,828
Stock options	302	522
Total antidilutive shares excluded from diluted earnings per share	1,443	2,350

The Company used the two-class method to compute basic and diluted earnings per share for all periods presented. The reconciliation of the net earnings, net earnings attributable to common stockholders and the weighted average number of common and participating shares used in the computations of basic and diluted earnings per share for three months ended February 2, 2013, and February 4, 2012 are as follows (shares in thousands):

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	Three Months Ended
	February 2, 2013			February 4, 2012
Basic and diluted net loss:
Net loss	$	(467	)	$	(2,249	)
Less: net earnings allocated to participating securities	—			—
Net loss attributable to common shareholders	$	(467	)	$	(2,249	)
Weighted average shares outstanding:
Basic weighted average common shares outstanding	31,145			30,782
Add: dilutive shares from equity instruments	—			—
Diluted weighted average shares outstanding	31,145			30,782
Basic loss per share attributable to common stockholders:
Net loss	(0.01		)	(0.07		)
Diluted loss per share attributable to common shareholders:
Net loss	(0.01		)	(0.07		)

10. Segment Information

The Company is organized into three reportable segments based on its operating structure and the products manufactured. The three reportable segments are Custom Sheet and Rollstock, Packaging Technologies and Color and Specialty Compounds. Operating results are regularly reviewed by the Company's chief operating decision maker, its CEO, to make decisions about resources to be allocated to the segment and assess performance. More specifically, management uses operating earnings (loss) from continuing operations, excluding the effect of foreign exchange, to evaluate business segment performance. Corporate operating losses include general and administrative expenses, corporate office expenses, shared services costs, information technology costs, professional fees, the impact of foreign currency exchange gains and losses and Passaic environmental costs.

The Company reorganized its internal reporting structure and management responsibilities for the Passaic matter and the associated closed facility during the third quarter of 2012 as a result of developments with the environmental matters, as described in Note 8. These costs were previously reported under the Color & Specialty Compounds segment, but are now reported in Corporate.

A description of the Company's reportable segments is as follows:

Custom Sheet and Rollstock

The Custom Sheet and Rollstock segment primarily manufactures plastic sheet, custom rollstock, calendered film, laminates and acrylic products. The principal raw materials used in manufacturing sheet and rollstock are plastic resins in pellet form. The segment sells sheet and rollstock products principally through its own sales force, but it also uses a limited number of independent sales representatives. This segment produces and distributes its products from facilities in the United States, Canada and Mexico. Finished products are formed by customers that use plastic components in their products. The Company's custom sheet and rollstock is used in several market sectors including material handling, transportation, building and construction, recreation and leisure, electronics and appliances, sign and advertising, aerospace and numerous other end markets.

Packaging Technologies

The Packaging Technologies segment manufactures custom-designed plastic packages and custom rollstock primarily used in the food and consumer product markets. The principal raw materials used in manufacturing packaging are plastic resins in pellet form, which are extruded into rollstock or thermoformed into an end product. This segment sells packaging products principally through its own sales force, but it also uses a limited number of independent sales representatives. This segment produces and distributes the products from facilities in the United States and Mexico. The Company's Packaging Technologies products are mainly used in the food, medical and consumer packaging and graphic arts market sectors.

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Color and Specialty Compounds

The Color and Specialty Compounds segment manufactures custom-designed plastic alloys, compounds and color concentrates for use by a large group of manufacturing customers servicing the transportation (primarily automotive), building and construction, packaging, agriculture, lawn and garden, electronics and appliances, and numerous other end markets. The principal raw materials used in manufacturing specialty plastic compounds and color concentrates are plastic resins in powder and pellet form. This segment also uses colorants, mineral and glass reinforcements and other additives to impart specific performance and appearance characteristics to the compounds. The Color and Specialty Compounds segment sells its products principally through its own sales force, but it also uses independent sales representatives. This segment produces and distributes its products from facilities in the United States, Canada, Mexico and France.

The following presents the Company's net sales, operating earnings (loss) and total assets by reportable segment and the reconciliation to consolidated operating earnings for the three months ended February 2, 2013, and February 4, 2012:

	Three Months Ended
	February 2, 2013			February 4, 2012
Net sales: (a)
Custom Sheet and Rollstock	$	142,630		$	145,626
Packaging Technologies	58,274			62,245
Color and Specialty Compounds	63,089			73,910
	$	263,993		$	281,781
Operating earnings (loss):
Custom Sheet and Rollstock	$	7,865		$	3,214
Packaging Technologies	3,539			3,706
Color and Specialty Compounds	137			1,070
Corporate	(9,909		)	(8,482		)
	$	1,632		$	(492	)

Notes to Table:

(a) Excludes intersegment sales of $15,409 and $16,992 in the first quarter of 2013 and 2012, respectively.

	February 2, 2013		November 3, 2012
Assets:
Custom Sheet and Rollstock	$	266,452	$	271,723
Packaging Technologies	152,627		151,327
Color and Specialty Compounds	86,019		82,601
Corporate and other	40,927		38,982
	$	546,025	$	544,633

11. Comprehensive Income

At February 2, 2013, and February 4, 2012, other comprehensive income (loss) consisted of cumulative foreign currency translation adjustments. Foreign exchange gains and losses are reported in selling, general and administrative expenses in the results of operations and reflect U.S. dollar-denominated transaction gains and losses due to fluctuations in foreign currency. The Company recorded foreign exchange gains before taxes of $425 and losses of $16 for the three months ended February 2, 2013 and February 4, 2012, respectively. As of February 2, 2013, the Company had monetary assets denominated in foreign currency of $5,077 of net Canadian liabilities, $1,273 of net Euro assets and $5,087 of net Mexican Peso assets.

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12. Proposed Merger and Subsequent Event

On October 23, 2012, PolyOne Merger Sub, Merger LLC, and Spartech entered into a Merger Agreement pursuant to which Spartech will be merged with and into Merger Sub, with Spartech to be the surviving corporation in the Merger and a wholly owned subsidiary of PolyOne.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Spartech common stock will be canceled and converted into the right to receive consideration equal to $2.67 in cash and 0.3167 PolyOne common shares. In the aggregate, PolyOne will issue approximately 9.9 million of its common shares and pay $83,368,435 in cash to Spartech shareholders. Spartech is required to conduct its business in the ordinary course of business and within certain defined restrictions between the date of signing the agreement to the closing date. Spartech is required to manage within these restrictions or obtain consent in writing from PolyOne to conduct certain activities.

At a special meeting of stockholders of Spartech Corporation on March 12, 2013, the stockholders voted to approve the merger agreement between Spartech and PolyOne Corporation. Pursuant to the merger, stockholders will receive, in exchange for each share of Spartech common stock, (1) $2.67 in cash, without interest, and (2) 0.3167 of a PolyOne common share. Based on the closing price of PolyOne's common stock on March 11, 2013, in exchange for each share of Spartech common stockholders will receive approximately $10.25, comprised of: (1) $2.67 per share in cash; and (2) 0.3167 of a PolyOne common share, having a value of approximately $7.58. The merger will be effective on March 13, 2013. PolyOne Corporation, with 2012 revenues of $3 billion, is a premier provider of specialized polymer materials, services and solutions dedicated to serving customers in diverse industries around the globe, by creating value through collaboration, innovation and an unwavering commitment to excellence. PolyOne is committed to its customers, employees, communities and shareholders through ethical, sustainable and fiscally responsible principles.

In conjunction with the definitive merger agreement, the Company has incurred various costs triggered by and directly related to the merger transaction. In the first quarter of 2013, Spartech recognized merger and transaction costs as follows:

	2013			Cumulative To-Date
Merger and Transaction Costs:
Stock compensation expense from accelerated vesting	$	—		$	4,865
Legal and financial advisor fees	1,357			3,245
Other merger and transaction costs	703			851
Total merger and transaction costs	2,060			8,961
Income tax benefit	(783		)	(3,198		)
Impact on net earnings	$	1,277		$	5,763

Effective on the closing date of the merger, an amount related to the make-whole on the Company's Senior Notes of $10.3 million will be paid in conjunction with the transaction along with $4.2 million to the Company's financial advisors.

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

The following discussion and analysis of the Company's financial condition and results of operations contains “forward-looking statements.” The following discussion of the Company's financial condition and results of operations should be read in conjunction with Spartech's condensed consolidated financial statements and accompanying notes. The Company has based its forward-looking statements about its markets and demand for its products and future results on assumptions that the Company considers reasonable. Actual results may differ materially from those suggested by such forward-looking statements for various reasons including those discussed in “Cautionary Statements Concerning Forward-Looking Statements.” Unless otherwise noted, all amounts and analyses are based on continuing operations.

Non-GAAP Financial Measures

Management's Discussion and Analysis of Financial Condition and Results of Operations contains financial information prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and operating earnings (loss) excluding special items, net earnings (loss) from continuing operations excluding special items and net earnings (loss) from continuing operations per diluted share excluding special items that are considered “non-GAAP financial measures.” Special items include merger and transaction costs, restructuring and exit costs, and foreign exchange (gains)/losses.

Generally, a non-GAAP financial measure is a numerical measure of a company's financial performance, financial position or cash flow that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. The presentation of these measures is intended to supplement investors' understanding of the Company's operating performance. These measures may not be comparable to similar measures at other companies. The Company believes that these measurements are useful to investors because it helps them compare the Company's results to previous periods and provides an indication of underlying trends in the business. Non-GAAP measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. See the “Non-GAAP Reconciliations" section for a reconciliation of GAAP to non-GAAP measures.

Business Overview

Spartech is an intermediary producer of plastic products, including polymeric compounds, concentrates, custom extruded sheet and rollstock products and packaging technologies. The Company converts base polymers or resins purchased from commodity suppliers into extruded plastic sheet and rollstock, thermoformed packaging, specialty film laminates, acrylic products, specialty plastic alloys, color concentrates and blended resin compounds for customers in a wide range of markets. The Company has facilities located throughout the United States, Canada, Mexico and France that are organized into three segments; Custom Sheet and Rollstock, Packaging Technologies, and Color and Specialty Compounds.

On October 23, 2012, PolyOne Merger Sub, Merger LLC, and Spartech entered into a Merger Agreement pursuant to which Spartech will be merged with and into Merger Sub, with Spartech to be the surviving corporation in the Merger and a wholly owned subsidiary of PolyOne.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Spartech common stock will be canceled and converted into the right to receive consideration equal to $2.67 in cash and 0.3167 PolyOne common shares. In the aggregate, PolyOne will issue approximately 9.9 million of its common shares and pay $83,368,435 in cash to Spartech shareholders.

At a special meeting of stockholders of Spartech Corporation on March 12, 2013, the stockholders voted to approve the merger agreement between Spartech and PolyOne Corporation. Pursuant to the merger, stockholders will receive, in exchange for each share of Spartech common stock, (1) $2.67 in cash, without interest, and (2) 0.3167 of a PolyOne common share. The merger will be effective on March 13, 2013.

The Company assesses net sales changes using two major drivers: underlying volume and price/mix. Underlying volume is calculated as the change in pounds sold for a comparable number of days in the reporting period. The Company's fiscal year ends on the Saturday closest to October 31st and fiscal years generally contain 52 weeks. However, because of this accounting convention, every fifth or sixth fiscal year has an additional week, and 2012 was reported as a 53 week fiscal year. The Company's first quarter, which ended February 2, 2013, included 13 weeks compared to 14 weeks in the first quarter of the prior year. Please see the reconciliation tables and narrative below for adjustments to GAAP and discussion of special items affecting results. Special items include merger and transaction costs, foreign exchange gains/losses, and restructuring and exit costs. Years presented are fiscal unless noted otherwise.

Consolidated Results

Net sales were $264.0 million in the three month period ended February 2, 2013. Fluctuations in net sales were caused by:

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	Q1 2013 vs. Q1 2012
Underlying volume	4	%
Prior year additional week	-8	%
Price/Mix	-2	%
Total	-6	%

The increase in underlying volume for the period is primarily attributed to the higher sales to the agriculture, material handling and automotive end markets. These increases were offset by a decrease in sales volume to the commercial construction and appliance and electronics end markets. For the three month period ended February 2, 2013 volumes were also lower due to the inclusion of an extra week during the first three months of 2012. The price/mix decrease for the three month period was primarily related to lower selling prices from raw material decreases.

The following table presents net sales, cost of sales, and the resulting gross margin in dollars and on a per pound sold basis for the three months ended February 2, 2013 and February 4, 2012. Cost of sales presented in the consolidated condensed statements of operations includes material and conversion costs but excludes amortization of intangible assets. We have not presented cost of sales and gross margin as a percentage of net sales because a comparison of this measure is distorted by changes in resin costs that are typically passed through to customers as changes to selling prices. These changes can materially affect the percentages but do not present complete performance measures of the business.

	Three Months Ended
	February 2, 2013		February 4, 2012
Dollars and Pounds(in millions)
Net sales	$	264.0	$	281.8
Cost of sales	237.0		260.1
Gross margin	$	27.0	$	21.7
Pounds sold	215.8		225.5
Dollars per Pound Sold
Net sales	$	1.223	$	1.250
Cost of sales	1.098		1.153
Gross margin	$0.125		$0.097

Gross margin per pound sold increased from 9.7 cents for the three months ended February 4, 2012 to 12.5 cents for the three months ended February 2, 2013. The increase primarily reflects the impact of the shift to higher margin business and production efficiencies from operational improvements.

Selling, general and administrative expenses were $22.2 million in the first quarter of 2013 compared to $21.8 million in the prior year. The extra week increased selling, general and administrative expenses by $1.6 million in the first quarter of 2012. The increase in 2013 is primarily due to an increase in labor costs, variable pay and benefits compared to the prior year quarter.

Merger and transaction costs represent legal and financial advisor fees as well as other costs triggered by and directly related to the merger transaction between Spartech and PolyOne that totaled $2.1 million in the first quarter of 2013.

Restructuring and exit costs were $1.1 million in the first quarter of 2013 comprised of employee severance, facility consolidation and shutdown costs and fixed asset valuation adjustments including accelerated depreciation from shortening useful lives. These costs resulted from the Company's improvement initiatives, which include an objective of reducing the Company's fixed portion of its cost structure. Refer to Note 4 for further information regarding restructuring plans.

Interest expense, net of interest income, was $2.6 million in the first quarter of 2013 compared to $3.0 million in the same period of the prior year, primarily attributable to lower debt levels when compared to the same period of 2012.

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An income tax benefit was recorded for $0.5 million for the three months endedFebruary 2, 2013 compared to $1.3 million in the same period of the prior year. The current quarter tax benefit was primarily impacted by a loss on certain foreign operations for which a tax benefit is not more likely than not to be realized and a net income tax benefit for the reinstatement of the U.S. research and development tax credit of approximately $0.6 million.

We reported a net loss of $0.5 million or $(0.01) per diluted share for the first quarter of 2013, compared to a net loss of $2.2 million or $(0.07) per diluted share in the prior year. Excluding special items, we reported net earnings of $1.3 million or $0.04 per diluted share for the first quarter of 2013, compared to a net loss of $2.2 million or $(0.07) per diluted share in the prior year.

Segment Results

The information included in this section is intended to provide specific information for the operating results of each segment.

Spartech is organized into three reportable segments based on its operating structure and products manufactured. The three reportable segments are Custom Sheet and Rollstock, Packaging Technologies and Color and Specialty Compounds. The Company reorganized its internal reporting structure and management responsibilities for the Passaic matter and the associated closed facility during the third quarter of 2012 as a result of developments with the environmental matters, as described in Note 8. These costs were previously reported under the Color & Specialty Compounds segment, but are now reported in Corporate.

Custom Sheet and Rollstock Segment

Net sales were $142.6 million for the three months ended February 2, 2013. Fluctuations in net sales were caused by:

	Q1 2013 vs. Q1 2012
Underlying volume	8	%
Prior year additional week	-8	%
Price/Mix	-2	%
Total	-2	%

The underlying sales volume in this segment increased for the three months ended February 2, 2013 compared to the prior year, reflecting an increase in sales volume to the material handling and automotive end markets. These increases were offset by a decrease in sales to the appliance and electronic end markets, and the inclusion of an extra week in the first quarter of 2012.

Operating earnings excluding special items were $8.3 million for the three months ended February 2, 2013 compared to $3.2 million for the three months ended February 4, 2012. The $5.1 million increase in earnings can be attributed to greater mix of higher margin products and operating improvements such as increased production yield and regrind material usage.

Packaging Technologies Segment

Net sales were $58.3 million for the three months ended February 2, 2013. Fluctuations in net sales were caused by:

	Q1 2013 vs. Q1 2012
Underlying volume	—	%
Prior year additional week	-8	%
Price/Mix	2	%
Total	-6	%

The underlying sales volume in this segment was relatively flat for three months ended February 2, 2013 compared to the prior year, offset by a decrease in volume due to the inclusion of an extra week in the first quarter of 2012. The price/mix increase was primarily related to a product mix that included a greater percentage of higher priced products.

Operating earnings excluding special items were $3.5 million for the three months ended February 2, 2013 compared to $3.7 million for the three months ended February 4, 2012. The decrease in earnings was primarily the result of $0.6 million in expenses directly related to repairs and recovery from a fire in November 2012 at our Muncie, Indiana facility. The increased costs were somewhat offset by a greater mix of high material margin product compared to the prior year.

Color and Specialty Compounds Segment

Net sales were $63.1 million for the three months ended February 2, 2013. Fluctuations in net sales were caused by:

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	Q1 2013 vs. Q1 2012
Underlying volume	1	%
Prior year additional week	-8	%
Price/Mix	-8	%
Total	-15	%

The underlying sales volume in this segment was higher for the three months ended February 2, 2013 compared to the prior year, reflecting an increase in sales to the agriculture market. This was offset by a decrease in volume due to the inclusion of an extra week in the first quarter of 2012. The price/mix decrease was primarily related to lower selling prices from raw material decreases.

Operating earnings excluding special items were $0.9 million for the three months ended February 2, 2013 compared to operating earnings of $1.1 million in the same period of the prior year. The decrease in earnings can be attributed to higher labor costs partially offset by a better mix of higher margin products.

Corporate

Corporate expenses include general and administrative expenses, corporate office expenses, shared services costs, information technology costs, professional fees, the impact of foreign currency exchange gains and losses and Passaic environmental costs. Corporate operating expenses excluding special items were $8.3 million for the three months ended February 2, 2013 and $8.5 million for the same period last year. The three month period ended February 2, 2013 was lower primarily due to the impact of an extra week during the first quarter of 2012, a decrease in professional fees, offset by an increase in variable pay.

Liquidity and Capital Resources

Cash Flow

The Company's primary sources of liquidity have been cash flows from operating activities and borrowings from third parties. Historically, the Company's principal uses of cash have been to support operating activities, invest in capital improvements, reduce outstanding indebtedness, finance strategic business acquisitions, acquire treasury shares and pay dividends on its common stock. The following summarizes the major categories of changes in cash and cash equivalents for the three months ended February 2, 2013 and February 4, 2012:

	Three Months Ended
	February 2, 2013			February 4, 2012
Cash Flows (in thousands)
Net cash used by operating activities	$	(13,894	)	$	(6,714	)
Net cash used by investing activities	(5,117		)	(3,779		)
Net cash provided by financing activities	20,890			10,340
Effect of exchange rates on cash and cash equivalents	(7		)	4
Increase (decrease) in cash and cash equivalents	$	1,872		$	(149	)

Net cash used by operating activities was $13.9 million in the first three months of 2013 compared to $6.7 million for the same period in the prior year. The change primarily reflects the impact of an increased investment in inventory to support higher sales and the funding of transaction costs related to the merger.

Net cash used for investing activities of $5.1 million in the first three months of 2013 consisted of $5.1 million of capital expenditures which were slightly offset by nominal proceeds from the disposition of assets. Net cash used for investing activities in the first three months of 2012 included $3.9 million of capital expenditures. We expect our capital expenditures to range from $20.0 million to $25.0 million in 2013. Capital expenditure amounts are expected to be funded from operating cash flows and credit facility borrowings.

Net cash provided by financing activities of $20.9 million in the first three months of 2013 mainly consisted of credit facility borrowings of $22.0 million, offset by tax payments of $1.0 million for employees who surrendered shares when they exercised share-based awards. Net cash provided by financing activities of $10.3 million in the first three months of 2012 mainly

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consisted of credit facility borrowings offset by debt financing costs associated with the Company's December 2011 Amendments.

Financing Arrangements

On September 14, 2004 the Company completed a $150.0 million private placement of Senior Notes over a term of twelve (12) years (2004 Senior Notes). On June 9, 2010, the Company entered into a new credit facility agreement and amended its 2004 Senior Notes. The new credit facility agreement has a borrowing capacity of $150.0 million with an optional $50.0 million accordion feature, has a term of four (4) years, bears interest at either Prime or LIBOR plus a borrowing margin. The credit facility and amended 2004 Senior Notes are secured with collateral including accounts receivable, inventory, machinery and equipment and intangible assets.

On December 6, 2011, the Company entered into concurrent amendments (collectively, the “December 2011 Amendments”) to its Amended and Restated Credit and 2004 Senior Note agreements (collectively, the “Agreements”) in order to provide covenant flexibility. Under the December 2011 Amendments, the Company's minimum Fixed Charge Coverage Ratio was amended to 1.2 to 1 at the end of the fourth quarter of 2012 and first quarter of 2013 and increases to 1.3 to 1 at the end of the second quarter of 2013, and the covenant definition was changed to exclude 50% of scheduled installment payments (previously 100%) in the denominator of the calculation. Under the December 2011 Amendments, the Company's maximum Leverage Ratio was amended to 3.0 to 1 at the end of the third quarter of 2012. Consistent with the previous agreement, the Company's maximum Leverage Ratio continues at 3.0 to 1 at the end of the fourth quarter of 2012 through the third quarter of 2013 and decreases to 2.75 to 1 at the end of fourth quarter of 2013. Under the December 2011 Amendments, the Company's annual capital expenditures will be limited to $30.0 million when the Company's Leverage Ratio exceeds 2.5 to 1. In addition, the Company will be subject to certain restrictions in its ability to complete acquisitions, pay dividends or buy back stock. The interest rate increased on the 2004 Senior Notes by 50 basis points to 7.08%. Capitalized fees incurred in the first quarter of 2012 for the December 2011 Amendments were $0.5 million. During the term of the Agreements, the Company was subject to an additional fee of 100 basis points in the event the Company's credit profile rating decreased to a defined level. Such a decrease occurred during the second quarter of 2012 and the Company incurred an additional fee of $1.1 million to its Senior Note holders, which was capitalized and will be amortized over the remaining life of the Notes as an adjustment to interest expense.

The Agreements require the Company to offer early principal payments to Senior Note holders and credit facility investors (only in the event of default) based on a ratable percentage of each fiscal year's excess cash flow and extraordinary receipts, such as the proceeds from the sale of businesses. Under the Agreements, if the Company sells a business, it is required to offer a percentage (which varies based on the Company's Leverage Ratio) of the after tax proceeds (defined as “extraordinary receipts”) to its Senior Note holders and credit facility investors in excess of a $1.0 million threshold. The excess cash flow definition in the Agreements follows a standard free cash flow calculation. The Company is only required to offer the excess cash flow and extraordinary receipts if the Company ends its fiscal year with a Leverage Ratio in excess of 2.5 to 1. The Senior Note holders are not required to accept their allotted portion and to the extent individual holders reject their portion, other holders are entitled to accept the rejected proceeds. Early principal payments made to Senior Note holders reduce the principal balance outstanding. No excess cash flow payment is required to be made in 2013 as the Company's fiscal year 2012 Leverage Ratio was not in excess of 2.5 to 1 as defined in the agreement. The Company made excess cash flow payments to the Senior Note holders in the second quarter of 2012 of $2.5 million.

At February 2, 2013, the Company had $82.2 million of total capacity and $56.5 million of outstanding loans under the credit facility at a weighted average interest rate of 3.32%. In addition to the outstanding loans, the credit facility borrowing capacity was reduced by several standby letters of credit totaling $11.3 million. The Company's average net revolver outstanding (average revolver borrowings net of cash) was approximately $61.8 million for the three months ended February 2, 2013. The Company is restricted to certain levels of expenditures relating to dividends and capital expenditures. The Company had $23.0 million of availability on its credit facility as of February 2, 2013. We primarily have used the borrowings on our revolving credit facility for working capital purposes and capital expenditures.

Interest on the amended 2004 Senior Notes is 7.08% and is payable semiannually on March 15 and September 15 of each year. The amended 2004 Senior Notes require equal annual principal payments of $22.2 million that commenced on September 15, 2012, and that are ratably reduced by required early principal payments based on a percentage of annual excess cash flow or extraordinary receipts as defined in the Agreements. The Company may, at its option and upon notice, prepay at any time all or any part of the amended 2004 Senior Notes, together with accrued interest plus a make-whole amount. Effective on the closing date of the merger, an amount related to the make-whole on the Company's Senior Notes of $10.3 million will be paid in conjunction with the transaction.

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The Company's other debt consists primarily of industrial revenue bonds and capital lease obligations used to finance capital expenditures. These financings mature between 2013 and 2019 and have interest rates ranging from 0.17% to 16.5%.

The Company was in compliance with all debt covenants as of February 2, 2013. While the Company was in compliance with its covenants and currently expects to be in compliance with its covenants during the next twelve (12) months, the Company's failure to comply with its covenants or other requirements of its financing arrangements is an event of default and could, among other things, accelerate the payment of indebtedness, which could have a material adverse impact on the Company's results of operations, financial condition and cash flows.

We anticipate that cash flows from operations, together with the financing and borrowings under our bank credit facilities, will provide the resources necessary for reinvestment in our existing business and managing our capital structure on a short and long-term basis.

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Non-GAAP Reconciliations

The following table reconciles operating earnings (GAAP) to operating earnings excluding special items (Non-GAAP), net earnings from continuing operations (GAAP) to net earnings from continuing operations excluding special items (Non-GAAP) and net earnings from continuing operations per diluted share (GAAP) to net earnings from continuing operations per diluted share excluding special items (Non-GAAP). Special items consist of merger and transaction costs, restructuring and exit costs, and foreign exchange (gains)/losses.

	Three Months Ended
	February 2,			February 4,
(unaudited and in thousands, except per share data)	2013			2012
Operating earnings (loss) (GAAP)	$	1,632		$	(492	)
Restructuring and exit costs	1,132			—
Merger and transaction costs	2,060			—
Foreign exchange (gains)/losses	(425		)	16
Operating earnings (loss) excluding special items (Non-GAAP)	$	4,399		$	(476	)
Net loss (GAAP)	$	(467	)	$	(2,249	)
Restructuring and exit costs, net of tax	846			—
Merger and transaction costs, net of tax	1,277			—
Foreign exchange (gains)/losses, net of tax	(314		)	12
Net earnings (loss) excluding special items (Non-GAAP)	$	1,342		$	(2,237	)
Net loss per diluted share (GAAP)	$	(0.01	)	$	(0.07	)
Restructuring and exit costs, net of tax	0.02			—
Merger and transaction costs, net of tax	0.04			—
Foreign exchange (gains)/losses, net of tax	(0.01		)	—
Net earnings (loss) per diluted share excluding special items (Non-GAAP)	$	0.04		$	(0.07	)

The following table reconciles operating earnings (loss) (GAAP) to operating earnings (loss) excluding special items (Non-GAAP) by segment (in thousands):

	Three Months Ended								Three Months Ended
	February 2, 2013								February 4, 2012
	Operating Earnings (Loss)  (GAAP)			Special Items		Operating Earnings (Loss) Excluding Special Items (Non-GAAP)			Operating Earnings (Loss)  (GAAP)			Special Items		Operating Earnings (Loss) Excluding Special Items (Non-GAAP)
Segment
Custom Sheet and Rollstock	$	7,865		$	434	$	8,299		$	3,214		$	—	$	3,214
Packaging Technologies	3,539			—		3,539			3,706			—		3,706
Color and Specialty Compounds	137			766		903			1,070			—		1,070
Corporate	(9,909		)	1,567		(8,342		)	(8,482		)	16		(8,466		)
Total	$	1,632		$	2,767	$	4,399		$	(492	)	$	16	$	(476	)

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our exposure to market risk since November 3, 2012. Please see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended November 3, 2012, for a discussion of our exposure to market risk at November 3, 2012.

Item 4. Controls and Procedures

Spartech maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to management, including the Company's certifying officers, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were effective as of February 2, 2013, to provide reasonable assurance of the achievement of these objectives.

Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company's reports.

There was no change in the Company's internal control over financial reporting during the quarter ended February 2, 2013 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II — Other Information

Item 1. Legal Proceedings

In September 2003, the New Jersey Department of Environmental Protection (“NJDEP”) issued a directive to approximately 30 companies, including Franklin-Burlington Plastics, Inc., a subsidiary of the Company (“Franklin-Burlington”), to undertake an assessment of natural resource damage and perform interim restoration of the Lower Passaic River, a 17-mile stretch of the Passaic River in northern New Jersey.  The directive, insofar as it relates to the Company and its subsidiary, pertains to the Company's plastic resin manufacturing facility in Kearny, New Jersey, located adjacent to the Lower Passaic River.  The Company acquired the facility in 1986, when it purchased the stock of the facility's former owner, Franklin Plastics Corp.  The Company acquired all of Franklin Plastics Corp.'s environmental liabilities as part of the acquisition. Franklin-Burlington responded to the directive, and no further action under the directive as yet has been required by NJDEP.

Also in 2003, the United States Environmental Protection Agency (“USEPA”) requested that companies located in the area of the Lower Passaic River, including Franklin-Burlington, cooperate in an investigation of contamination of the Lower Passaic River.  In response, the Company and approximately 70 other companies (collectively, the “Cooperating Parties”) agreed, pursuant to an Administrative Order of Consent with the USEPA, to assume responsibility for completing a remedial investigation/feasibility study (“RIFS”) of the Lower Passaic River.  The RIFS and related activities are currently estimated to cost approximately $125 million to complete and are currently expected to be completed by mid-2015.  However, the RIFS costs are exclusive of any costs that may ultimately be required to remediate the Lower Passaic River area being studied or costs associated with natural resource damages that may be assessed. By agreeing to bear a portion of the cost of the RIFS, the Company did not admit to or agree to bear any such remediation or natural resource damage costs. In 2007, the USEPA issued a draft study that evaluated nine alternatives for early remedial action of a portion of the Lower Passaic River. The estimated cost of the alternatives in the aggregate ranged from $900 million to $2.3 billion.  The Cooperating Parties provided comments to the USEPA regarding this draft study, but the USEPA has not yet finalized its study. Currently, the Cooperating Parties understand that USEPA is finalizing this study and expects to issue it in 2013, and that the preferred early remedial alternatives are estimated by USEPA to cost $1.9 billion to $3.4 billion. The Cooperating Parties have submitted comments to the USEPA for consideration prior to issuance of the final study.  In early calendar year 2012, the USEPA indicated to the Cooperating Parties that it would like to move forward with early remedial activity at a specific location along the river. In the third quarter of 2012, the Company and the other Cooperating Parties, with one exception, have agreed with USEPA to undertake a removal action at the specific location and the Company accrued $0.2 million. By agreeing to participate in this specific removal action, the Company did not admit ultimate responsibility for the removal action at such location, nor did the Company admit to or agree to bear costs for any other removal action at or remediation of the river, or for natural resource damages.

In 2009, the Company's subsidiary and over 300 other companies were named as third-party defendants in a suit brought by the NJDEP in Superior Court of New Jersey, Essex County, against Occidental Chemical Corporation and certain related entities (collectively, the “Occidental Parties”) with respect to alleged contamination of the Newark Bay Complex, including the Lower Passaic River.  The third-party complaint seeks contributions from the third-party defendants with respect to any award to NJDEP of damages against the Occidental Parties in the matter.

As of February 2, 2013, the Company had approximately $1.3 million accrued related to these Lower Passaic River matters described above, representing funding of the RIFS costs and related legal expenses of the RIFS, participation in the removal action agreed to with USEPA and the litigation matter.  Given the uncertainties pertaining to this matter, including that the RIFS is ongoing, the ultimate remediation has not yet been determined and because the extent to which the Company may be responsible for such remediation or natural resource damages is not yet known, it is not possible at this time to estimate the Company's ultimate liability related to this matter.  Based on currently known facts and circumstances, the Company does not believe that this matter is likely to have a material effect on the Company's results of operations, consolidated financial position, or cash flows because the Company's Kearny, New Jersey, facility could not have contributed contamination along most of the river's length and did not store or use the contaminant that is of the greatest concern in the river sediments and because there are numerous other parties who will likely share in the cost of remediation and damages.  However, it is reasonably possible that the ultimate liability resulting from this matter could materially differ from the February 2, 2013 accrual balance, and in the event of one or more adverse determinations related to this matter, the impact on the Company's results of operations, consolidated financial position or cash flows could be material to any specific period.

On December 14, 2009, Simmons Bedding Company and The Simmons Manufacturing Co., LLC (collectively, “Simmons”) filed suit in the Superior Court of New Jersey, Essex County (Simmons Bedding Company and The Simmons Manufacturing Co., LLC v. Creative Vinyl/Fabrics, Inc. and its owner, Spartech Corporation, Spartech Polycom Calendared and Converted Products, Granwell Products, Inc., Nan Ya Plastics Corporation USA - Docket No. ESX-L-10197-09) alleging that vinyl product supplied to Simmons failed to meet certain specifications and claiming, among other things, a breach of contract,

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breach of warranty and fraud for which Simmons was seeking unspecified damages, including costs related to a voluntary product recall. Creative Vinyl/Fabrics, Inc. (“Creative”) was seeking common law indemnification and contribution from the Company. The Company supplied Creative with PVC film pursuant to purchase orders submitted by Creative, which Creative further processed and then sold to Simmons. On November 16, 2012, the Court granted summary judgment on behalf of all of the Defendants in the case for full dismissal of the matter. Simmons filed its notice of appeal on January 3, 2013 and their appellate brief is due on March 18, 2013. The matter will be fully briefed by April 29, 2013. Based upon these recent developments, management does not believe that the ultimate liabilities resulting from this proceeding, if any, will be material to the Company's results of operations and will not have a material adverse effect on the Company's consolidated financial position or cash flows.

Five purported class action lawsuits have been filed by alleged Spartech stockholders in connection with the proposed merger transactions among Spartech, PolyOne Corporation (“PolyOne”), 2012 Redhawk, Inc. (“Merger Sub”) and 2012 Redhawk, LLC (n/k/a PolyOne Designed Structures and Solutions LLC) (“Merger LLC”).

Two of these purported class actions were filed in the Circuit Court of St. Louis County, Missouri against Spartech, its directors, PolyOne, Merger Sub, and Merger LLC. These actions, Weinreb v. Spartech, et al. and Warren v. Spartech, et al., have been consolidated for all purposes as In re Spartech Corporation Shareholder Litigation (the “Missouri Stockholder Actions”). The Missouri Stockholder Actions allege, among other things, that the directors of Spartech breached their fiduciary duties owed to stockholders by approving the proposed acquisition of Spartech by PolyOne and by failing to disclose certain information to stockholders. The Missouri Stockholder Actions further allege that PolyOne, Merger Sub, and Merger LLC aided and abetted the directors of Spartech in breaching their fiduciary duties. Among other things, the Missouri Stockholder Actions seek to enjoin the merger.

Two of these purported class actions were filed in Delaware Chancery Court (the “Delaware Stockholder Actions”). One of the Delaware Stockholder Actions, Gross v. Spartech, et al., was filed against Spartech, its directors, PolyOne, Merger Sub, and Merger LLC. The other Delaware Stockholder Action, Pill v. Spartech, et al., was filed against Spartech and its directors. The Delaware Stockholder Actions alleged, among other things, that the directors of Spartech breached their fiduciary duties owed to stockholders by approving the proposed acquisition of Spartech by PolyOne and by failing to disclose certain information to stockholders. Gross v. Spartech, et al. also alleged that PolyOne, Merger Sub, and Merger LLC aided and abetted the directors of Spartech in breaching their fiduciary duties. Among other things, the Delaware Stockholder Actions sought to enjoin the merger. After their request to stay the Delaware Stockholder Actions was denied, plaintiffs in the Delaware Stockholder Actions filed a Notice and (Proposed) Order of Dismissal on January 31, 2013, which was granted with modifications on February 1, 2013.

A purported class action was also filed in the United States District Court for the Eastern District of Missouri against Spartech, its directors, PolyOne, Merger Sub, and Merger LLC. Faulkner v. Holt, et al. (the “Missouri District Court Stockholder Action”), alleges, among other things, that the directors of Spartech breached their fiduciary duties owed to stockholders by approving the proposed acquisition of Spartech by PolyOne and by failing to disclose certain information to stockholders. The Missouri District Court Stockholder Action further alleges that PolyOne, Merger Sub, and Merger LLC aided and abetted the directors of Spartech in breaching their fiduciary duties. The Missouri District Court Stockholder Action also brings a claim, individually, against the directors of Spartech under Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. Among other things, the Missouri District Court Stockholder Action seeks to enjoin the merger.

PolyOne, Merger Sub, Merger LLC, Spartech, and Spartech's directors believe the Missouri Stockholder Action, the Delaware Stockholder Actions, and the Missouri District Court Stockholder Action and the underlying claims are without merit.

On March 5, 2013, counsel for the parties in each of the above-described lawsuits entered into a Memorandum of Understanding (the “MOU”), in which they agreed on the terms of a settlement of the Missouri Stockholder Action, including the dismissal with prejudice of the Missouri Stockholder Action and a release of all claims made therein against all of the defendants. The MOU also provides for dismissal with prejudice of the Missouri District Court Stockholder Action. The proposed settlement is conditioned upon, among other things, the execution of an appropriate stipulation of settlement, consummation of the merger, and final approval of the proposed settlement by the Circuit Court of St. Louis County, Missouri. In addition, in connection with the settlement and as provided in the MOU, the parties contemplate that plaintiffs' counsel will seek an award of attorneys' fees and expenses as part of the settlement. There can be no assurance that the merger will be consummated, that the parties ultimately will enter into a stipulation of settlement, or that the court will approve the settlement even if the parties enter into such stipulation. If the settlement conditions are not met, the proposed settlement as contemplated by the MOU would become void. The settlement will not affect the amount of the merger consideration that Spartech stockholders are entitled to receive in the merger.

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The defendants deny all fault or liability and deny that they have committed any unlawful or wrongful act alleged in the Missouri State Action, the Delaware Stockholder Actions, and the Missouri District Court Stockholder Action or otherwise in relation to the merger. The defendants have agreed to the terms of the proposed settlement described above solely to avoid the substantial burden, expense, risk, inconvenience and distraction of continued litigation, including the risk of delaying or adversely affecting the merger.

The Company is also subject to various other claims, lawsuits and administrative proceedings arising in the ordinary course of business with respect to commercial, product liability, employment and other matters, several of which claim substantial amounts of damages. While it is not possible to estimate with certainty the ultimate legal and financial liability with respect to these claims, lawsuits, and administrative proceedings, the Company believes that the outcome of these matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

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Item 6. Exhibits

Exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 of Regulation S-K)

10.1	Form of Restricted Stock Awards Agreements
10.2	Form of SSARs Awards Agreements
31.1	Section 302 Certification of CEO
31.2	Section 302 Certification of CFO
32.1	Section 1350 Certification of CEO
32.2	Section 1350 Certification of CFO
101	Data File for the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 2, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements (Filed Herewith).

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			SPARTECH CORPORATION (Registrant)
Date:	March 12, 2013	By:	/s/ Victoria M. Holt
			Victoria M. Holt
			President and Chief Executive Officer (Principal Executive Officer)
			/s/ Randy C. Martin
			Randy C. Martin
			Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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EX-10.1

RESTRICTED STOCK AWARD

(LEADERSHIP TEAM)

PURSUANT TO THE SPARTECH CORPORATION
2004 EQUITY COMPENSATION PLAN

Award No.:    RS-2013- ______

Award Date:    December 12, 2012

Participant:    ___________________________

Award Shares:    ___________________________

Vesting Date(s): _______ shares on December 12, 2013    _______ shares on December 12, 2014    _______ shares on December 12, 2015    _______ shares on December 12, 2016

THIS RESTRICTED STOCK AWARD (“Award”) is granted by Spartech Corporation (the “Company”) to the individual named above (“Participant”), as of the date specified above (the “Award Date”), pursuant to the Spartech Corporation 2004 Equity Compensation Plan (as amended and in effect from time to time, the “Plan”). Capitalized terms not defined herein have the meanings given to them in the Plan.

Subject to the terms and conditions set forth in this Award and the Plan, and subject to the Participant’s written acknowledgment and acceptance of this Award, the Company hereby grants to the Participant all rights, title and interest in and to the number of shares of Company common stock, $.75 par value per share (“Common Stock”) specified above (the “Award Shares”).

This Award is subject to the terms of the Plan and to all of the terms and conditions contained in Exhibit A, which begins on the following page and which is a part of this Award. Among other things, Exhibit A contains important additional information on vesting and forfeiture of the Award Shares.

THIS AWARD IS VOID UNLESS IT IS SIGNED BY THE PARTICIPANT AND RETURNED TO THE COMPANY BY THE 60^TH DAY AFTER THE AWARD DATE.

SPARTECH CORPORATION

By:

Victoria M. Holt

President and Chief Financial Officer

* * * * *

By signing below, the Participant hereby acknowledges and accepts the above Award subject to the terms set forth above and in the Plan, and also acknowledges receipt of a copy of the Plan and the current Prospectus for the Award Shares.

Participant:

Date Signed:

EXHIBIT A

TO

RESTRICTED STOCK AWARD

1.    RIGHTS OF PARTICIPANT WITH RESPECT TO AWARD SHARES. Subject to the restrictions set forth in this Award, the Participant shall have all rights as a stockholder with respect to the Award Shares, including the right to vote and receive dividends and other distributions on the Award Shares.

2.    CERTAIN RESTRICTIONS WITH RESPECT TO AWARD AND AWARD SHARES.

(a)    Non-Transferability of Award. This Award, and any unvested Award Shares, shall not be transferable other than by the Participant’s last will and testament or the laws of descent and distribution, or by court order. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of the Participant.

(b)    Assurance of Compliance. To ensure compliance with the terms of this Award, and as a condition of the issuance of the Award Shares, the Participant hereby:

(i) Agrees that certificates or accounts for unvested Award Shares may bear a legend or otherwise be subject to the restrictions imposed by this Award;

(ii) Agrees that the Company may retain custody, either directly or through an agent, of any unvested Award Shares either in certificate or book entry form at the Company’s option;

(iii) Agrees to execute such stock powers or other documents, if required, as the Company may require in order to transfer and/or redeliver any unvested Award Shares to the Company if and when provided by this Award; and

(iv) Irrevocably appoints the Secretary or Assistant Secretary of the Company as the Participant’s attorney-in-fact to take any other action necessary to ensure such compliance.

3.    VESTING OF AWARD SHARES.

(a)    Vesting Date. Except as otherwise provided in this Award, the Award Shares shall become non-forfeitable, or “vest,” on the “Vesting Date(s)” set forth above. Upon vesting of the Award Shares, the Company shall release the Award Shares which have vested to or as directed by the Participant, subject to Section 5.

(b)    Acceleration of Vesting Upon Death or Disability. Upon the Participant’s death or Disability, all unvested Award Shares shall immediately vest, and, subject to Section 5, the Company shall deliver the Award Shares which have become vested:

(i) In the case of the Participant’s death, to or as directed by the person or persons to whom the Participant’s rights under this Award shall have passed by will or by the applicable laws of descent and distribution; or

(ii) In the case of the Participant’s termination as a result of Disability, to or as directed by the Participant or the Participant’s personal representative.

(c)    Acceleration of Vesting Upon Termination Without Cause or With Good Reason Following a Change in Control. If the Participant’s Employment is terminated (i) by the Company without Cause, or (ii) by the Participant with Good Reason, in each case in connection with or within the 24 month period following the first occurrence of a Change in Control after the Award Date, then all then unvested and outstanding Award Shares shall immediately vest, and, subject to Section 5, the Company shall deliver to or as directed by the Participant the Award Shares which have become vested.

4.    FORFEITURE OF UNVESTED AWARD SHARES. If, prior to the vesting of all of the Award Shares, the Participant’s Employment terminates for any reason (whether voluntary or involuntary and whether with or without cause) other than as set forth in Sections 3(b) or (c), then immediately after such termination all unvested Award Shares shall be forfeited by the Participant and transferred back to the Company.

5.    TAXES.

(a)    Tax Withholding. Unless the Participant makes advance arrangements satisfactory to the Company to reimburse the Company in a timely manner for the withholding taxes payable by the Company under any federal, state or local tax law related to the grant of this Award or the vesting of the Award Shares, the Company:

(i) May withhold, or cause to be withheld, from the Award Shares otherwise deliverable to the Participant under this Award, a number of such shares having a fair market value on the applicable Vesting Date sufficient to satisfy its tax withholding obligations at the minimum statutory rate, and

(ii) May take such other action as may be necessary or appropriate to satisfy any such tax withholding obligations.

(b)    Valuation for Tax Purposes. For income and withholding tax purposes, the per-share fair market value of the Award Shares on a given date shall be deemed to be the closing price of the Company’s common stock on the New York Stock Exchange on such date (or if such date is not a trading day, then the opening price on the next trading day), except to the extent a different valuation method is required to be used by applicable tax laws or regulations.

(c)    No Commitment As to Tax Treatment. Neither the Company nor any subsidiary makes any commitment or guarantee that any federal or state tax treatment will apply or be available to the Participant. The Participant agrees to indemnify the Company for the Participant’s portion of any social insurance obligations or taxes arising under any foreign law with respect to the grant of this Award, the vesting of the Award Shares, or the sale or other disposition of the Award Shares.

6.    ADDITIONAL DEFINITIONS. For purposes of this Award:

(a)    “Cause” means, in each case as determined in the reasonable discretion of the Company’s Board of Directors or the board of directors of a successor or parent entity (the “Board”):

(i) The Participant being convicted of (or pleading nolo contendere to) the commission of a crime that constitutes a felony;

(ii) Acts of the Participant which constitute willful fraud or dishonesty on the part of the Participant in connection with the Participant’s duties;

(iii) The Participant willfully engaging in conduct materially injurious to the Company or gross misconduct, including but not limited to the willful or grossly negligent failure or refusal of the Participant to comply with the lawful instruction of the Board, after a written demand for compliance is delivered to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has violated this provision;

(iv) The Participant’s failure, whether or not intentional, to fully comply with: (A) the Company’s Code of Business Conduct and Ethics for Directors, Officers and Employees, or (B) if applicable, the Company’s Code of Ethics for Chief Executive Officer and Senior Financial Officers, or (C) the Company’s Statement of Policy Regarding Securities Trades by Company Personnel; or

(v) The Participant’s failure to fully cooperate in good faith with any internal, governmental or regulatory investigation involving or in any way related to the Company or its operations. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of a senior officer or counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company.

(b) “Change in Control” means:

(i) The occurrence of the “Distribution Date” as such term is defined in the Rights Agreement dated as of April 2, 2001 between the Company and Mellon Investor Services LLC; or

(ii) If the “Redemption Date” or the “Final Expiration Date,” as such terms are defined in the aforesaid Rights Agreement, has occurred, the acquisition by any Person of 50% or more of the combined voting power of all the Company’s then outstanding voting securities, unless prior to such acquisition the Board has approved such acquisition and determined that it is in the best interests of the Company and its shareholders; or

(iii) The consummation (i.e., closing) of any merger, consolidation or other transaction involving the Company, or of any one of a series of related transactions, as a result of which (A) the Company would not be the surviving corporation, or (B) the holders of the Company’s common stock immediately prior to such transaction would not own at least a majority of the voting power of the Company immediately after the transaction in substantially the same relative proportions as they owned the Company’s common stock immediately prior to the transaction, or (C) the Company’s common stock would be converted into cash or other securities of the Company other than voting securities having substantially the same relative and proportionate voting power in the entity or entities surviving the transaction as the common stock has immediately prior to the transaction; or

(iv) The commencement of any tender offer subject to Section 14(d) of the Exchange Act for 20% or more of the Company’s common stock; if the person making such offer could own 50% or more of such common stock when the tender offer terminates; or

(v) Any change or changes in the composition of the Board within any twenty-four month period such that the individuals constituting the Board at the beginning of such period, together with any individuals who became directors after the beginning of such period whose election by the Board or nomination for election by the Company’s shareholders was approved by at least a majority of the directors who were on the Board at the beginning of such period or whose election was previously approved in the same manner, cease to constitute a majority of the Board; or

(vi) The approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets.

For the avoidance of doubt, the closing of the transactions contemplated under that certain Agreement and Plan of Merger by and among PolyOne Corporation,, the Company and certain other parties, dated October 23, 2012, shall constitute a “Change in Control” as defined above in section (iii). For purposes of this definition, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Company stock.

(c)    “Disability” means the condition of being “disabled” as defined in Section 409A(a)(2)(C) of the Internal Revenue Code (the “Code”). Unless otherwise required under applicable provisions of the Code, the Disability of a Participant shall be determined by a licensed physician chosen by the Company.

(d)    “Employment” means substantially full-time employment by the Company or a subsidiary. In this regard, the transfer of the Participant’s employment between the Company and a subsidiary or between subsidiaries shall not be deemed to be a termination of Employment. Moreover, the Participant’s Employment shall not be deemed to have been terminated because of absence from active employment on account of temporary illness or authorized vacation or temporary leaves of absence from active employment granted by the Company or a subsidiary for reasons of professional advancement, education, health, or government service, or during military leave for any period if the Participant returns to active employment within 90 days after the termination of military leave, or during any period required to be treated as a leave of absence by virtue of any valid law or agreement. The Committee’s determination in good faith regarding whether a termination of Employment has occurred shall be conclusive.

(e)“Good Reason” means any of the following: (i) one or more reductions of the Participant’s base salary amounting to 10% or more from the Participant’s highest previous base salary, provided that any reduction which is generally consistent with across-the-board reductions in pay of the Company as a whole shall not be counted for this purpose unless a Change in Control has occurred; (ii) a material change in the geographic location at which the Participant provides services as of the date of this Award, which shall be deemed to include the Company’s requiring the Participant to be based at any office or location greater than 50 miles from the office of the Company at which the Participant is employed as of the date of this Award; (iii) a material reduction in the Participant’s authorities, duties, and responsibilities or in the authorities, duties and responsibilities of the Participant’s supervisor; (iv) a material reduction in the budget over which the Participant retains authority; or (v) one or more other actions by the Company which collectively amount to a material breach of this Award Agreement or any other agreement between the Participant and the Company and thus constitutes a constructive discharge of the Participant. Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless: (x) the Participant notifies the Company in writing of the condition allegedly giving rise to such Good Reason within 90 days of the initial existence of such condition, (y) the Company does not cure such condition within 30 days of such notice, and (z) the Participant terminates employment with the Company as a result of such Good Reason within 120 days of the initial existence of such condition.

7.    SECURITIES LAW RESTRICTIONS. The Participant agrees that if at the time of acquisition or delivery of any Award Shares issued hereunder the sale of such shares is not covered by an effective registration statement filed under the Securities Act of 1933 (the “Act”), the Participant will acquire the Award Shares for the Participant’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and that the Participant will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with the Act or any other securities law or with this Award.

8.    REORGANIZATION OF THE COMPANY; ADJUSTMENT OF AWARD SHARES. The existence of this Award shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Award Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. However, if the Common Stock is subdivided, consolidated, increased, decreased, changed into or exchanged for a different number or kind of shares or other securities, whether through reorganization, merger, recapitalization, reclassification, capital adjustment or otherwise, or if the Company shall issue common stock or other securities as a dividend or upon a stock split, then for all purposes, references herein to Common Stock or to Award Shares shall mean and include all securities or other property (other than cash) that holders of the Common Stock are entitled to receive in respect of the Common Stock by reason of each such event, which securities or other property (other than cash) shall be treated in the same manner and shall be subject to the same restrictions as the underlying Award Shares. In computing any adjustment hereunder, any fractional share or other fractional security which might otherwise become subject to issuance may be eliminated.

9.    NO GUARANTEE OF EMPLOYMENT OR OTHER CONTRACT RIGHT. This Award is not a contract of employment, and neither this Award nor the Plan shall confer upon the Participant any right with respect to continuance of employment or other service with the Company or any subsidiary, or interfere in any way with any right the Company or any subsidiary would otherwise have to terminate the Participant’s employment or other service. Receipt of this Award shall not be deemed to create a right to receive any future restricted stock, restricted stock unit, performance share or performance unit, stock option, stock appreciation right or other award or bonus in any form, and shall not constitute an acquired labor right for purposes of any foreign law. This Award is not a part of the Participant’s salary or wages and shall not afford the Participant any additional right to severance payments or other termination awards or compensation under any Company policy or any domestic or foreign law as a result of the termination of the Participant’s employment for any reason whatsoever.

10.    AMENDMENT AND TERMINATION. No amendment or termination of this Award which would impair the rights of the Participant may be made without the written consent of the Participant. No amendment or termination of the Plan may impair the rights of the Participant under this Award without the written consent of the Participant.

11.    SEVERABILITY. If any provision of this Award shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable and shall not affect the remaining provisions of this Award, and this Award shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

12.    GOVERNING LAW. This Award shall be construed in accordance with the laws of the State of Missouri.

13.    SUCCESSORS. Subject to Section 2(a) above, this Award shall bind and inure to the benefit of the Participant and the Company and their respective successors and assigns, and any reference herein to the Company shall be deemed to be a reference to any such successor or assign to the Company.

END OF EXHIBIT A

EX-10.2

STOCK-SETTLED STOCK APPRECIATION RIGHT AWARD

(LEADERSHIP TEAM)

PURSUANT TO THE SPARTECH CORPORATION
2004 EQUITY COMPENSATION PLAN

Award No.:    S-SSAR 2013-____

Award Date:    December 12, 2012

Participant:    _______________________

No. of Rights:    _______________________

Base Price: $8.96 (US) per share

Expiration Date: 5:00 p.m. St. Louis, Missouri time on December 11, 2022

THIS STOCK-SETTLED STOCK APPRECIATION RIGHT AWARD (“Award”) is granted by Spartech Corporation (the “Company”) to the “Participant” named above, as of the “Award Date” specified above, pursuant to the Spartech Corporation 2004 Equity Compensation Plan (as amended and in effect from time to time, the “Plan”). Capitalized terms not defined herein have the meanings given to them in the Plan.

Subject to the terms and conditions set forth in this Award and the Plan, and subject to the Participant’s written acknowledgment and acceptance of this Award, each “Right” granted by this Award (the total number of which is set forth above) entitles the Participant to receive, upon exercise of the Award, an amount equal to the excess (if any) of the fair market value of one share of the Company’s common stock, $.75 par value per share (the “Common Stock”) on the date of exercise over the “Base Price” specified above, which amount shall be payable to the Participant in shares of Common Stock (the “Award Shares”).

This Award is subject to the terms of the Plan and to all of the terms and conditions contained above and in Exhibit A, which begins on the following page and which is a part of the Award. Among other things, Exhibit A contains important information on vesting, termination and exercise of the Award.

THIS AWARD IS VOID UNLESS SIGNED BY THE PARTICIPANT AND RETURNED TO THE COMPANY BY THE 60^TH DAY AFTER THE AWARD DATE.

SPARTECH CORPORATION

By:

Victoria M. Holt

President and Chief Executive Officer

* * * * *

By signing below, the Participant hereby acknowledges and accepts this Award subject to the terms set forth above and in the Plan, and acknowledges receipt of a copy of the Plan and the current Prospectus for the Rights and the underlying Common Stock.

Participant:

Date Signed:

EXHIBIT A

TO

STOCK-SETTLED STOCK APPRECIATION RIGHT AWARD

1.    TERM AND TERMINATION OF THE AWARD. The Award is effective as of the Award Date. The Award will expire, terminating the Participant’s unexercised Rights under the Award, automatically and without any requirement of notice to the Participant, on the “Expiration Date” specified above; except that:

(i) If the Participant terminates his or her Employment prior to the Expiration Date for any reason except Disability or Retirement, the Award will expire at 5:00 p.m. Central Time on the 60^th day after the effective date of termination of the Participant’s employment, or if such 60^th day is not a Business Day, then on the next day which is a Business Day, but in no event later than the Expiration Date; or

(ii) If the Company terminates the Participant’s Employment prior to the Expiration Date for Cause, the Award will expire immediately upon the termination of the Participant’s employment; or

(iii) If the Company terminates the Participant’s Employment prior to the Expiration Date for any other reason except Disability or Retirement, the Award will expire at 5:00 p.m. Central Time on the date that is one (1) year after the effective date of termination of the Participant’s employment, but in no event later than the Expiration Date; or

(iv) In the event of the Participant’s death prior to the Expiration Date, the Award will expire at 5:00 p.m. Central Time on the date that is one (1) year after the date of death, but in no event later than the Expiration Date; or

(v) If the Participant directly or indirectly engages in any Detrimental Activity (as defined below) either during or after the Participant’s Employment, the Award will expire at 5:00 p.m. Central Time on the date that is 60 days after written notice of termination given by the Company to the Participant, but in no event later than the Expiration Date.

2.    WHEN THE AWARD BECOMES EXERCISABLE. The Award will become exercisable (“vest”) in installments at a rate of 25% of the total number of Award Shares on each of the first four (4) anniversaries of the grant date, on a cumulative basis; provided, however, that, subject to the above termination provisions:

(i) The Award will immediately vest in full (A) upon the death of the Participant, or (B) if the Participant’s Employment terminates because of Disability;

(ii) The Award will immediately vest in full if (A) the Company terminates the Participant’s Employment without Cause, or (B) the Participant terminates the Participant’s Employment with Good Reason, in each case either in connection with or within the 24 month period following the first occurrence of a Change in Control after the Award Date; and

(iii) Except as set forth above, no part of the Award will vest after the termination of the Participant’s Employment.

3.    EXERCISE OF THE AWARD. Subject to the other terms and conditions contained herein, the Award may be exercised only in the following manner:

(a)    Who May Exercise the Award. The Award may be exercised during the lifetime of the Participant only by the Participant or by a permitted transferee of the Award registered as such on the Company’s books, and thereafter only by the personal representative of the Participant or such permitted transferee or a person who acquired the right to exercise the Award by bequest or inheritance or by reason of the death of the Participant or such permitted transferee. For purposes of Sections 3(b)-3(d), the term “Participant” shall include any person permitted to exercise the Award.

(b)    Method of Exercise. The Participant shall deliver to the Company’s Director of Taxes or Chief Financial Officer or other representative designated or authorized by the Company for such purpose, at the Company’s principal office, a written notice signed by the Participant (the form of which may be prescribed by the Company) specifying the number of Rights which the Participant wishes to exercise pursuant to the Award and the effective date of the exercise if later than the date the notice is delivered. The effective date of exercise may not be earlier than the date the notice is actually delivered to the Company. The Award may be exercised either in full or in part on one or more occasions, up to the total number of Rights then vested and unexercised.

(c)    Determination of Number of Award Shares. Upon receipt of a proper notice of exercise, the Company shall cause the number of Award Shares to which the Participant is entitled as a result of the exercise to be issued to or as directed by the Participant. The number of Award Shares shall be determined as follows:

(i) The value of each Right being exercised shall be the excess (if any) of the fair market value of the Common Stock on the date of exercise over the Base Price;

(ii) The value of each Right being exercised shall be multiplied by the number of Rights being exercised, to determine the aggregate value of the Rights being exercised; and

(iii) The number of Award Shares shall be the aggregate value of the Rights being exercised divided by the fair market value of the Common Stock on the date of exercise, rounded to the nearest whole share.

(d)    Payment of Withholding Taxes. Unless the Participant makes advance arrangements satisfactory to the Company to reimburse the Company in a timely manner for the withholding taxes payable by the Company under any federal, state or local tax law related to the grant of this Award or the vesting of the Award Shares, the Company:

(i) May withhold from the Award Shares otherwise deliverable to the Participant under this Award a number of such shares having a fair market value on the date of exercise sufficient to satisfy its tax withholding obligations at the minimum statutory rate, in which case the calculation shall be made prior to any rounding pursuant to paragraph 3(c)(iii), and/or

(ii) May take such other action as it deems necessary or appropriate to satisfy any such tax withholding obligations.

(e)    Determination of Fair Market Value. For purposes of this Award, the per-share fair market value of the Common Stock and the Award Shares on a given date shall be deemed to be the

closing price of the Company’s common stock on the New York Stock Exchange on such date (or if such date is not a trading day, then the opening price on the next trading day), except to the extent a different valuation method is required to be used by applicable tax laws or regulations.

(f)    No Commitment As to Tax Treatment. Neither the Company nor any subsidiary makes any commitment or guarantee that any federal or state tax treatment will apply or be available to the Participant. The Participant agrees to indemnify the Company for the Participant’s portion of any social insurance obligations or taxes arising under any foreign law with respect to the grant, vesting or exercise of this Award or the sale or other disposition of the Award Shares.

4.    RESTRICTIONS ON THE AWARD AND THE AWARD SHARES. The Award and Award Shares shall be subject to the following restrictions:

(a)    Limitations on Transfers. Neither the Award nor any interest or expectancy in the Award Shares prior to their issuance may be transferred in whole or in part except:

(i) By the Participant’s last will and testament; or pursuant to the laws of descent and distribution; or

(ii) By gift or under a domestic relations order to any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Participant’s household other than a tenant or employee, a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons or the Participant control the management of assets, and any other entity in which these persons or the Participant own more than fifty percent of the voting interests (collectively, “Family Members”).

The Company may require appropriate written evidence of such transfer as a condition of recording any such change of ownership on its books. The Company shall not be required to recognize any such transfer until the transfer is duly recorded on its books.

(b)    No Pledges. Neither the Award nor any interest or expectancy in the Award Shares prior to exercise may be pledged, hypothecated, or otherwise used as collateral to secure the payment of any debt.

(c)    Company’s Repurchase Rights. If, either during the Participant’s Employment or within one year after the termination of the Participant’s Employment (regardless of the reason for termination or which party initiates it), the Participant directly or indirectly engages in any Detrimental Activity, the Company shall have the right to repurchase from the Participant any Award Shares acquired pursuant to exercise of the Award, subject to the limitations below, at a price equal to the Base Price of such Award Shares without regard to any tax effects of the exercise or the repurchase. This repurchase right shall only apply to Award Shares acquired pursuant to the Award within one year preceding the Company’s notice to the Participant of its exercise of the right, and only to Award Shares still owned by the Participant, and to exercise the right, the Company must give the Participant written notice of its election to exercise the right, specifying the nature of the Detrimental Activity, not later than one year after termination of the Participant’s Employment.

5.    ADDITIONAL DEFINITIONS. For purposes of the Award:

(a)    “Business Day” means any day other than Saturday or Sunday on which the Company’s principal corporate office is open and which is a trading day on the New York Stock Exchange.

(b)    “Cause” means, in each case as determined in the reasonable discretion of the Company’s Board of Directors or the board of directors of a successor or parent entity (the “Board”):

(i) The Participant being convicted of (or pleading nolo contendere to) the commission of a crime that constitutes a felony;

(ii) Acts of the Participant which constitute willful fraud or dishonesty on the part of the Participant in connection with the Participant’s duties;

(iii) The Participant willfully engaging in conduct materially injurious to the Company or gross misconduct, including but not limited to the willful or grossly negligent failure or refusal of the Participant to comply with the lawful instruction of the Board, after a written demand for compliance is delivered to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has violated this provision;

(iv) The Participant’s failure, whether or not intentional, to fully comply with: (A) the Company’s Code of Business Conduct and Ethics for Directors, Officers and Employees, or (B) if applicable, the Company’s Code of Ethics for Chief Executive Officer and Senior Financial Officers, or (C) the Company’s Statement of Policy Regarding Securities Trades by Company Personnel; or

(v) The Participant’s failure to fully cooperate in good faith with any internal, governmental or regulatory investigation involving or in any way related to the Company or its operations. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of a senior officer or counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company.

(c)    “Change in Control” means:

(i) The occurrence of the “Distribution Date” as such term is defined in the Rights Agreement dated as of April 2, 2001 between the Company and Mellon Investor Services LLC; or

(ii) If the “Redemption Date” or the “Final Expiration Date,” as such terms are defined in the aforesaid Rights Agreement, has occurred, the acquisition by any Person of 50% or more of the combined voting power of all the Company’s then outstanding voting securities, unless prior to such acquisition the Board has approved such acquisition and determined that it is in the best interests of the Company and its shareholders; or

(iii) The consummation (i.e. closing) of any merger, consolidation or other transaction involving the Company, or of any one of a series of related transactions, as a result of which (A) the Company would not be the surviving corporation, or (B) the holders of the Company’s common stock immediately prior to such transaction would not own at least a majority of the voting power of the Company immediately after the transaction in substantially the same relative proportions as they owned the Company’s common stock immediately prior to the transaction, or (C) the Company’s common stock would be converted into cash or other securities of the Company other than voting securities having substantially the same relative and proportionate voting power in the entity or entities surviving the transaction as the common stock has immediately prior to the transaction; or

(iv) The commencement of any tender offer subject to Section 14(d) of the Exchange Act for 20% or more of the Company’s common stock; if the person making such offer could own 50% or more of such common stock when the tender offer terminates; or

(v) Any change or changes in the composition of the Board within any twenty-four month period such that the individuals constituting the Board at the beginning of such period, together with any individuals who became directors after the beginning of such period whose election by the Board or nomination for election by the Company’s shareholders was approved by at least a majority of the directors who were on the Board at the beginning of such period or whose election was previously approved in the same manner, cease to constitute a majority of the Board; or

(vi) The approval by the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets.

For the avoidance of doubt, the closing of the transactions contemplated under that certain Agreement and Plan of Merger by and among PolyOne Corporation, the Company and certain other parties, dated October 23, 2012 (the “Merger Agreement”), shall constitute a “Change in Control” as defined above in section (iii). For purposes of this definition, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Company stock.

(d)    “Detrimental Activity” means any of the following, unless done with the express written consent of the Company:

(i) Engaging in, owning or controlling any interest in (except as a passive investor in publicly held companies in which the Participant has less than a one percent interest), or acting as a director, officer or employee of or a consultant to, any company directly or indirectly engaged as a material part of its business in a business substantially similar to that operated by the Company or any of its subsidiaries in the territories where the Company or any of its subsidiaries manufactures or distributes its products; or

(ii) Engaging in competition with the Company or any of its subsidiaries, soliciting the business of any customer of the Company or any of its subsidiaries; or

(iii) Inducing or attempting to induce any employee of the Company or any of its subsidiaries to leave his or her Employment, or employing or offering to employ any former employee of the Company or any of its subsidiaries within three (3) months after any termination of his or her Employment; or

(iv) Disclosing to anyone outside the Company, or using in other than the Company’s business, any confidential information of the Company or its subsidiaries relating to their business, acquired by the Participant either during or after his or her Employment; or

(v) Refusing to disclose promptly and to assign to the Company at its request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during his or her Employment, relating in any manner to the actual or

anticipated business, research or development work of the Company, or refusing to do anything reasonably requested by the Company to enable it to secure a patent where appropriate in the United States and in other countries; or

(vi) Engaging in activity that results in termination of the Participant’s Employment for Cause.

(e)    “Disability” means, in the Company’s sole discretion, either (A) the Participant’s permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code and as determined consistent with the Code and the regulations thereunder, or (B) a physical or mental condition which renders the Participant incapable of continuing his or her usual and customary employment for a continuous period of 120 days, or for shorter periods aggregating 180 days or more in any consecutive period of 240 days, which may be determined conclusively for purposes of the Award by a licensed physician chosen by the Company, or (C) the commencement of payment of permanent disability benefits under any disability insurance policy maintained for the benefit of the Participant.

(f)    “Employment” means substantially full-time employment by the Company or a subsidiary. In this regard, the transfer of the Participant’s employment between the Company and a subsidiary or between subsidiaries shall not be deemed to be a termination of Employment. Moreover, the Participant’s Employment shall not be deemed to have been terminated because of absence from active employment on account of temporary illness or authorized vacation or temporary leaves of absence from active employment granted by the Company or a subsidiary for reasons of professional advancement, education, health, or government service, or during military leave for any period if the Participant returns to active employment within 90 days after the termination of military leave, or during any period required to be treated as a leave of absence by virtue of any valid law or agreement. The Committee’s determination in good faith regarding whether a termination of Employment has occurred shall be conclusive.

(g)“Good Reason” means any of the following: (i) one or more reductions of the Participant’s base salary amounting to 10% or more from the Participant’s highest previous base salary, provided that any reduction which is generally consistent with across-the-board reductions in pay of employees of the Company as a whole shall not be counted for this purpose unless a Change in Control has occurred; (ii) a material change in the geographic location at which the Participant provides services as of the date of this Award, which shall be deemed to include the Company’s requiring the Participant to be based at any office or location greater than 50 miles from the office of the Company at which the Participant is employed as of the date of this Award; (iii) a material reduction in the Participant’s authorities, duties, and responsibilities or in the authorities, duties and responsibilities of the Participant’s supervisor; (iv) a material reduction in the budget over which the Participant retains authority; or (v) one or more other actions by the Company which collectively amount to a material breach of this Award Agreement or any other agreement between the Participant and the Company and thus constitutes a constructive discharge of the Participant. Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless: (x) the Participant notifies the Company in writing of the condition allegedly giving rise to such Good Reason within 90 days of the initial existence of such condition, (y) the Company does not cure such condition within 30 days of such notice, and (z) the Participant terminates employment with the Company as a result of such Good Reason within 120 days of the initial existence of such condition.

(h)    “Retirement” means the Participant’s resignation of his or her Employment, other than because of Disability, after the Participant reaches an age which, when added to the number of the Participant’s full years of Employment, equals at least 65.

6.    SECURITIES LAW RESTRICTIONS. The Participant agrees that if at the time of acquisition or delivery of any Award Shares issued hereunder the sale of such shares is not covered

by an effective registration statement filed under the Securities Act of 1933 (the “Act”), the Participant will acquire the Award Shares for the Participant’s own account and without a view to resale or distribution in violation of the Act or any other securities law, and that the Participant will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with the Act or any other securities law or with the Award.

7.    REORGANIZATION OF THE COMPANY; ADJUSTMENT OF AWARD SHARES. The existence of the Award shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Award Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. However, if the Common Stock is subdivided, consolidated, increased, decreased, changed into or exchanged for a different number or kind of shares or other securities, whether through reorganization, merger, recapitalization, reclassification, capital adjustment or otherwise, or if the Company shall issue common stock or other securities as a dividend or upon a stock split, then for all purposes, references herein to Common Stock or to Award Shares shall mean and include all securities or other property (other than cash) that holders of the Common Stock are entitled to receive in respect of the Common Stock by reason of each such event, which securities or other property (other than cash) shall be treated in the same manner and shall be subject to the same restrictions as the underlying Award Shares. Any such adjustment shall be made without change in the total Base Price applicable to the unexercised portion of the Award, but in computing any adjustment hereunder, any fractional share or other fractional security which might otherwise become subject to issuance may be eliminated. Notwithstanding anything set forth herein to the contrary, the Participant hereby consents to any required assumption and/or conversion of the Rights granted hereunder pursuant to the Merger Agreement.

8.    NO GUARANTEE OF EMPLOYMENT OR OTHER CONTRACT RIGHT. The Award is not a contract of employment, and neither the Award nor the Plan shall confer upon the Participant any right with respect to continuance of Employment or other service with the Company or any subsidiary, or interfere in any way with any right the Company or any subsidiary would otherwise have to terminate the Participant’s Employment or other service. Receipt of the Award shall not be deemed to create a right to receive any future stock appreciation right, stock option, restricted stock, restricted stock unit, performance share or performance unit or other award or bonus in any form, and shall not constitute an acquired labor right for purposes of any foreign law. The Award is not a part of the Participant’s salary or wages and shall not afford the Participant any additional right to severance payments or other termination awards or compensation under any the Company policy or any domestic or foreign law as a result of the termination of the Participant’s employment for any reason whatsoever.

9.    AMENDMENT AND TERMINATION. No amendment or termination of the Award which would impair the rights of the Participant may be made without the written consent of the Participant. No amendment or termination of the Plan may impair the rights of the Participant under the Award without the written consent of the Participant.

10.    SEVERABILITY. If any provision of the Award shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable and shall not affect the remaining provisions of the Award, and the Award shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

11.    GOVERNING LAW. The Award shall be construed in accordance with the laws of the State of Missouri.

12.    SUCCESSORS. Subject to Section 4(a) above, this Award shall bind and inure to the benefit of the Participant and the Company and their respective successors and assigns, and any reference herein to the Company shall be deemed to be a reference to any such successor or assign to the Company.

END OF EXHIBIT A

EX-31.1

Exhibit 31.1

Certification

I, Victoria M. Holt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spartech Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	March 12, 2013	By:	/s/ Victoria M. Holt
			Victoria M. Holt
			President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification

I, Randy C. Martin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spartech Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	March 12, 2013	By:	/s/ Randy C. Martin
			Randy C. Martin
			Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to Exchange Act Rule 13a-14(b) and

18 U.S.C. Section 1350

In connection with the Quarterly Report of Spartech Corporation (the “Company”) on Form 10-Q for the period ended February 2, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Victoria M. Holt, President and Chief Executive Officer, certify, to the best of my knowledge, pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	March 12, 2013	By:	/s/ Victoria M. Holt
			Victoria M. Holt
			President and Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification Pursuant to Exchange Act Rule 13a-14(b) and

18 U.S.C. Section 1350

In connection with the Quarterly Report of Spartech Corporation (the “Company”) on Form 10-Q for the period ended February 2, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Randy C. Martin, Executive Vice President and Chief Financial Officer, certify, to the best of my knowledge, pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	March 12, 2013	By:	/s/ Randy C. Martin
			Randy C. Martin
			Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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Net Earnings (Loss) Per Share (Schedule of Earnings Per Share Basic and Diluted) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Feb. 02, 2013	Feb. 04, 2012
Basic and diluted net loss:
Net loss	$ (467)	$ (2,249)
Less: net earnings allocated to participating securities	0	0
Net loss attributable to common shareholders	$ (467)	$ (2,249)
Weighted average shares outstanding:
Basic weighted average common shares outstanding (shares)	31,145	30,782
Add: dilutive shares from equity instruments (shares)	0	0
Diluted weighted average shares outstanding (shares)	31,145	30,782
Basic loss per share attributable to common stockholders:
Net loss per share (dollars per share)	$ (0.01)	$ (0.07)
Diluted loss per share attributable to common shareholders:
Net loss per share (dollars per share)	$ (0.01)	$ (0.07)

XML

Debt (Narrative) (Details) (USD $) In Millions, unless otherwise specified					3 Months Ended					3 Months Ended		69 Months Ended				3 Months Ended					3 Months Ended
	Feb. 02, 2013	Feb. 02, 2013 2004 Senior Notes	Dec. 06, 2011 2004 Senior Notes	Mar. 13, 2013 2004 Senior Notes Subsequent Event	May 05, 2012 December 2011 Amendments	Feb. 04, 2012 December 2011 Amendments	Dec. 06, 2011 December 2011 Amendments	Dec. 05, 2011 December 2011 Amendments	Feb. 02, 2013 Senior Notes	Feb. 02, 2013 Senior Notes 2004 Senior Notes	May 05, 2012 Senior Notes 2004 Senior Notes	Jun. 08, 2010 Senior Notes 2004 Senior Notes	Dec. 06, 2011 Senior Notes 2004 Senior Notes	Jun. 09, 2010 Senior Notes 2004 Senior Notes	Sep. 14, 2004 Senior Notes 2004 Senior Notes	Feb. 02, 2013 Senior Notes December 2011 Amendments	May 05, 2012 Senior Notes December 2011 Amendments	Jun. 09, 2010 Senior Note Accordion Feature 2004 Senior Notes	Feb. 02, 2013 Credit facility	Feb. 02, 2013 Standby Letters of Credit	Feb. 02, 2013 Revolving Credit Facility [Member]	Feb. 02, 2013 Maximum December 2011 Amendments	Feb. 02, 2013 Maximum Other	Dec. 06, 2011 Minimum December 2011 Amendments	Feb. 02, 2013 Minimum Other	Dec. 06, 2011 Third Quarter 2012 Maximum December 2011 Amendments	Dec. 06, 2011 Fourth Quarter 2012 Minimum December 2011 Amendments	Dec. 06, 2011 Fourth Quarter 2012 Through Third Quarter 2013 Maximum December 2011 Amendments	Dec. 06, 2011 First Quarter 2013 Minimum December 2011 Amendments	Dec. 06, 2011 Second Quarter 2013 Maximum December 2011 Amendments	Dec. 06, 2011 Fourth Quarter 2013 Maximum December 2011 Amendments
Debt Instrument [Line Items]
Debt instrument, face amount															$ 150
Credit facility borrowing capacity														150.0				50.0
Credit facility agreement term (years)										4 years		12 years
Leverage Ratio							2.5																	2.5		3.0		3.0			2.75
Fixed Charge Coverage Ratio																											1.2		1.2	1.3
Percentage of scheduled installment payments (percentage)							50.00%	100.00%
Annual capital expenditures																						30.0
Senior Notes interest rate increase (basis points)											0.05
Interest rate (percentage)			7.08%										7.08%										16.50%		0.17%
Capitalized fees						0.5
Debt instrument fee in event of credit profile rating decrease to defined level (basis points)																0.1
Fee for credit profile rating decrease																	1.1
After tax proceeds from sale of business																								1.0
Excess cash flow payments					2.5
Available capacity									82.2										23.0
Outstanding loans and letters of credit under credit facility																			56.5	11.3
Credit facility wieghted average interest rate (percentage)	3.32%
Revolver average outstanding amount																					61.8
Senior Notes annual required principal payment		22.2
Make whole amount if prepayment of full principal outstanding				$ 10.3

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Segment Information (Tables)

3 Months Ended

Feb. 02, 2013

Segment Reporting [Abstract]

Reconciliation of Revenue and Operating Profit Loss from Segments to Consolidated

The following presents the Company's net sales, operating earnings (loss) and total assets by reportable segment and the reconciliation to consolidated operating earnings for the three months ended February 2, 2013, and February 4, 2012:

	Three Months Ended
	February 2, 2013			February 4, 2012
Net sales: (a)
Custom Sheet and Rollstock	$	142,630		$	145,626
Packaging Technologies	58,274			62,245
Color and Specialty Compounds	63,089			73,910
	$	263,993		$	281,781
Operating earnings (loss):
Custom Sheet and Rollstock	$	7,865		$	3,214
Packaging Technologies	3,539			3,706
Color and Specialty Compounds	137			1,070
Corporate	(9,909		)	(8,482		)
	$	1,632		$	(492	)

Notes to Table:

(a) Excludes intersegment sales of $15,409 and $16,992 in the first quarter of 2013 and 2012, respectively.

Reconciliation of Assets from Segment to Consolidated

	February 2, 2013		November 3, 2012
Assets:
Custom Sheet and Rollstock	$	266,452	$	271,723
Packaging Technologies	152,627		151,327
Color and Specialty Compounds	86,019		82,601
Corporate and other	40,927		38,982
	$	546,025	$	544,633

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Segment Information (Schedule of Total Assets by Reportable Segment) (Details) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Nov. 03, 2012
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 546,025	$ 544,633
Custom Sheet and Rollstock
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	266,452	271,723
Packaging Technologies
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	152,627	151,327
Color and Specialty Compounds
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	86,019	82,601
Corporate and other
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 40,927	$ 38,982

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Commitments and Contingencies (Details) (USD $)	0 Months Ended	3 Months Ended				1 Months Ended	9 Months Ended	12 Months Ended				12 Months Ended
	Sep. 15, 2011 Unfavorable Regulatory Action Mexican Tax Authority	Feb. 02, 2013 Proposed Merger Transactions Lawsuit	Feb. 02, 2013 Missouri Stockholder Actions Proposed Merger Transactions Lawsuit	Feb. 02, 2013 Delaware Stockholder Actions Proposed Merger Transactions Lawsuit	Feb. 02, 2013 Delaware Stockholder Actions PolyOne Proposed Merger Transactions Lawsuit	Sep. 30, 2003 Lower Passaic River Unfavorable Regulatory Action Company sqmi	Aug. 04, 2012 Lower Passaic River Unfavorable Regulatory Action	Nov. 03, 2007 Lower Passaic River Unfavorable Regulatory Action Alternative	Feb. 02, 2013 Lower Passaic River Unfavorable Regulatory Action	Jun. 30, 2012 Lower Passaic River Unfavorable Regulatory Action	Nov. 03, 2012 Preferred Early Remedital Alternatives Lower Passaic River Unfavorable Regulatory Action	Oct. 31, 2009 Minimum Lower Passaic River Unfavorable Regulatory Action Company	Nov. 01, 2003 Cooperating Parties Lower Passaic River Unfavorable Regulatory Action Company
Loss Contingencies [Line Items]
Number of companies issued directive (companies)						30
Mile stretch of the Passaic River						17
Number of companies in agreement to assume responsibility for completing remedial investigation/ feasibility study													70
RIFS estimated cost							$ 125,000,000
Number of alternatives for early remedial action (alternatives)								9
Estimated cost of alternatives, minimum								900,000,000			1,900,000,000
Estimated cost of alternatives, maximum								2,300,000,000			3,400,000,000
USEPA removal action accrual										200,000
Number of companies named as third-party defendants												300
Accrued costs for contingent matters									1,300,000
Tax assessment	$ 4,800,000
Number of purported class action lawsuits		5	2	2	1

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Inventories, Net

3 Months Ended

Feb. 02, 2013

Inventory Disclosure [Abstract]

Inventories, net

Inventories, net

Inventories are valued at the lower of cost or market. Inventory reserves reduce the cost basis of inventory. Inventory values are primarily based on either actual or standard costs, which approximates average cost. Finished goods include the costs of material, labor and overhead. Inventories at February 2, 2013, and November 3, 2012, consisted of the following:

	February 2, 2013			November 3, 2012
Raw materials	$	66,568		$	58,107
Production supplies	7,233			7,129
Finished goods	51,120			49,397
Inventory reserves	(9,941		)	(9,534		)
Total inventories, net	$	114,980		$	105,099

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Comprehensive Income (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 02, 2013	Feb. 04, 2012
Foreign exchange (gains)/losses	$ (425)	$ 16
Canadian dollars
Monetary liabilities denominated in foreign currency	5,077
Euro
Monetary assets denominated in foreign currency	1,273
Mexican Peso
Monetary assets denominated in foreign currency	$ 5,087

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Restructuring and Exit Costs (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				3 Months Ended
	Feb. 02, 2013	Feb. 04, 2012	Nov. 03, 2012	Feb. 02, 2013 Fair Value, Inputs, Level 3	Feb. 02, 2013 2012 Restructuring Plan	May 15, 2012 2012 Restructuring Plan Facility
Restructuring Cost and Reserve [Line Items]
Number of facilities to be consolidated						2
Restructuring and exit costs expected					$ 1,568
Assets held-for-sale				2,614
Restructuring liability	1,718		2,027
Cash payments for restructuring activities	$ 624	$ 221

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Inventories, Net (Details) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Nov. 03, 2012
Inventory Disclosure [Abstract]
Raw materials	$ 66,568	$ 58,107
Production supplies	7,233	7,129
Finished goods	51,120	49,397
Inventory reserves	(9,941)	(9,534)
Total inventories, net	$ 114,980	$ 105,099

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Proposed Merger and Subsequent Event (Narrative) (Details) (Subsequent Event, USD $)		3 Months Ended	12 Months Ended		0 Months Ended	12 Months Ended
	Mar. 13, 2013 2004 Senior Notes	Feb. 02, 2013 PolyOne	Nov. 03, 2012 PolyOne	Mar. 13, 2013 PolyOne	Mar. 13, 2013 PolyOne	Nov. 03, 2012 PolyOne
Business Acquisition [Line Items]
Right to receive consideration per share				$ 2.67
Right to receive consideration share equivalent			0.3167
Shares issued			9,900,000
Payments to shareholders			$ 83,368,435
Proceeds from merger		10.25
Value of common shares received				$ 7.58
Revenues						3,000,000,000
Make whole amount	10,300,000
Payments for financial advisors					$ 4,200,000

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Restructuring and Exit Costs (Schedule of Restructuring and Exit Costs In Consolidated Statements Of Operations) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 02, 2013	Feb. 04, 2012
Restructuring Cost and Reserve [Line Items]
Restructuring and exit costs	$ 1,132	$ 0
Income tax benefit	(286)	0
Impact on net loss from continuing operations	846	0
Custom Sheet and Rollstock
Restructuring Cost and Reserve [Line Items]
Restructuring and exit costs	434	0
Packaging Technologies
Restructuring Cost and Reserve [Line Items]
Restructuring and exit costs	0	0
Color and Specialty Compounds
Restructuring Cost and Reserve [Line Items]
Restructuring and exit costs	766	0
Corporate
Restructuring Cost and Reserve [Line Items]
Restructuring and exit costs	$ (68)	$ 0

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Restructuring and Exit Costs (Schedule of Restructuring and Exit Costs) (Details) (2012 Restructuring Plan, USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 02, 2013
Restructuring Cost and Reserve [Line Items]
Restructuring and exit costs incurred	$ 1,132
Restructuring and exit costs incurred to date	3,653
Employee severance and other exit costs
Restructuring Cost and Reserve [Line Items]
Restructuring and exit costs incurred	539
Restructuring and exit costs incurred to date	2,768
Fixed asset valuation adjustments, net
Restructuring Cost and Reserve [Line Items]
Restructuring and exit costs incurred	593
Restructuring and exit costs incurred to date	$ 885

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Newly Adopted Accounting Standards

3 Months Ended

Feb. 02, 2013

Accounting Policies [Abstract]

Newly Adopted Accounting Standards

Newly Adopted Accounting Standards

In June 2011, the FASB issued an amendment to ASC 220, Comprehensive Income. This amendment eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. In addition, items of other comprehensive income that may be reclassified to profit or loss in the future are required to be presented separately from those that would never be reclassified. The amendment is effective for fiscal years beginning after December 15, 2011, and interim periods within that year. Accordingly, this amendment was adopted in the first quarter fiscal year 2013. Adoption of this guidance did not have a material impact on our financial statements.

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Debt (Schedule of Debt) (Details) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Nov. 03, 2012
Debt Instrument [Line Items]
Total debt	$ 157,002	$ 134,924
Less current maturities	22,645	22,636
Total long-term debt	134,357	112,288
2004 Senior Notes
Debt Instrument [Line Items]
Total debt	88,901	88,901
Credit facility
Debt Instrument [Line Items]
Total debt	56,456	34,426
Other
Debt Instrument [Line Items]
Total debt	$ 11,645	$ 11,597

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Segment Information (Narrative) (Details)	3 Months Ended
	Feb. 02, 2013 Reportable_Segment
Segment Reporting [Abstract]
Number of reportable segments	3

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Consolidated Condensed Balance Sheets (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Nov. 03, 2012
Current assets:
Cash and cash equivalents	$ 2,964	$ 1,092
Trade receivables, net of allowances of $2,494 and $3,341, respectively	136,235	150,566
Inventories, net of inventory reserves of $9,941 and $9,534, respectively	114,980	105,099
Prepaid expenses and other current assets, net	31,138	24,855
Assets held for sale	2,614	2,614
Total current assets	287,931	284,226
Property, plant and equipment, net	195,694	197,373
Goodwill	47,466	47,466
Other intangible assets, net	10,760	11,182
Other long-term assets	4,174	4,386
Total assets	546,025	544,633
Current liabilities:
Current maturities of long-term debt	22,645	22,636
Accounts payable	124,300	141,937
Accrued liabilities	36,789	39,088
Total current liabilities	183,734	203,661
Long-term debt, less current maturities	134,357	112,288
Other long-term liabilities:
Deferred taxes	41,960	41,960
Other long-term liabilities	7,007	6,739
Total liabilities	367,058	364,648
Shareholders’ equity
Preferred stock (authorized: 4,000,000 shares, par value $1.00) Issued: None	0	0
Common stock (authorized: 55,000,000 shares, par value $0.75) Issued: 33,131,846 shares; outstanding: 31,210,911 and 30,801,994 shares, respectively	24,849	24,849
Contributed capital	193,089	203,092
Accumulated losses	(8,901)	(8,435)
Treasury stock, at cost, 1,920,935 and 2,329,852 shares, respectively	(34,921)	(44,481)
Accumulated other comprehensive income	4,851	4,960
Total shareholders’ equity	178,967	179,985
Total liabilities and shareholders’ equity	$ 546,025	$ 544,633

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Proposed Merger and Subsequent Event (Schedule of Merger and Transaction Costs) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 02, 2013	Feb. 04, 2012	Feb. 02, 2013 PolyOne	Feb. 02, 2013 PolyOne	Feb. 02, 2013 Stock compensation expense from accelerated vesting PolyOne	Feb. 02, 2013 Stock compensation expense from accelerated vesting PolyOne	Feb. 02, 2013 Legal and financial advisor fees PolyOne	Feb. 02, 2013 Legal and financial advisor fees PolyOne	Feb. 02, 2013 Other merger and transaction costs PolyOne	Feb. 02, 2013 Other merger and transaction costs PolyOne
Business Acquisition [Line Items]
Merger and transaction costs	$ 2,060	$ 0	$ 2,060	$ 8,961	$ 0	$ 4,865	$ 1,357	$ 3,245	$ 703	$ 851
Income tax benefit			(783)	(3,198)
Impact on net earnings			$ 1,277	$ 5,763

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Consolidated Condensed Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 02, 2013	Feb. 04, 2012
Cash flows from operating activities
Net loss	$ (467)	$ (2,249)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	7,462	8,227
Stock-based compensation expense	456	943
Restructuring and exit costs	593	0
Loss on disposition of assets, net	34	53
Provision for bad debt expense	77	282
Change in current assets and liabilities	(22,010)	(13,793)
Other, net	(39)	(177)
Net cash used by operating activities	(13,894)	(6,714)
Cash flows from investing activities
Capital expenditures	(5,121)	(3,884)
Proceeds from the disposition of assets	4	105
Net cash used by investing activities	(5,117)	(3,779)
Cash flows from financing activities
Bank credit facility borrowings, net	22,030	11,009
Payments on bonds and leases	(112)	(122)
Debt issuance costs	0	(485)
Tax payments for employee stock exercises	(1,028)	(62)
Net cash provided by financing activities	20,890	10,340
Effect of exchange rates on cash and cash equivalents	(7)	4
Increase (decrease) in cash and cash equivalents	1,872	(149)
Cash and cash equivalents at beginning of period	1,092	877
Cash and cash equivalents at end of period	$ 2,964	$ 728

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Fair Value of Financial Instruments (Narrative) (Details) (Fair Value, Inputs, Level 3, USD $) In Thousands, unless otherwise specified	Feb. 02, 2013
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held-for-sale	$ 2,614

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Debt (Tables)

3 Months Ended

Feb. 02, 2013

Debt Disclosure [Abstract]

Schedule of Debt

Debt at February 2, 2013, and November 3, 2012, consisted of the following:

	February 2, 2013		November 3, 2012
2004 Senior Notes	$	88,901	$	88,901
Credit facility	56,456		34,426
Other	11,645		11,597
Total debt	157,002		134,924
Less current maturities	22,645		22,636
Total long-term debt	$	134,357	$	112,288

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Fair Value of Financial Instruments (Schedule of Carrying Amount and Estimated Fair Value of Long Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Feb. 02, 2013	Nov. 03, 2012
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Total debt (including credit facilities), carrying amount	$ 157,002	$ 134,924
Fair Value, Measurements, Recurring
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Total debt (including credit facilities), carrying amount	157,002	134,924
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Total debt (including credit facilities), estimated fair value	$ 161,236	$ 141,340

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Net Earnings (Loss) Per Share (Tables)

3 Months Ended

Feb. 02, 2013

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Outstanding equity instruments that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted earnings per share because they were antidilutive are as follows (in thousands):

	Three Months Ended
	February 2, 2013	February 4, 2012
Antidilutive shares:
SSARs	1,141	1,828
Stock options	302	522
Total antidilutive shares excluded from diluted earnings per share	1,443	2,350

Schedule of Earnings Per Share, Basic and Diluted

The reconciliation of the net earnings, net earnings attributable to common stockholders and the weighted average number of common and participating shares used in the computations of basic and diluted earnings per share for three months ended February 2, 2013, and February 4, 2012 are as follows (shares in thousands):

	Three Months Ended
	February 2, 2013			February 4, 2012
Basic and diluted net loss:
Net loss	$	(467	)	$	(2,249	)
Less: net earnings allocated to participating securities	—			—
Net loss attributable to common shareholders	$	(467	)	$	(2,249	)
Weighted average shares outstanding:
Basic weighted average common shares outstanding	31,145			30,782
Add: dilutive shares from equity instruments	—			—
Diluted weighted average shares outstanding	31,145			30,782
Basic loss per share attributable to common stockholders:
Net loss	(0.01		)	(0.07		)
Diluted loss per share attributable to common shareholders:
Net loss	(0.01		)	(0.07		)

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Basis of Presentation

3 Months Ended

Feb. 02, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The consolidated financial statements include the accounts of Spartech Corporation and its consolidated subsidiaries (“Spartech” or the “Company”). These financial statements have been prepared on a condensed basis, and accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, these consolidated condensed financial statements contain all adjustments (consisting of normal recurring adjustments) and disclosures necessary to make the information presented herein not misleading. These financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in the Company's November 3, 2012 Annual Report on Form 10-K.

On October 23, 2012, PolyOne Corporation (“PolyOne”), 2012 Redhawk, Inc., a wholly owned subsidiary of PolyOne (“Merger Sub”), PolyOne Designed Structures and Solutions, LLC, a wholly owned subsidiary of PolyOne (“Merger LLC”), and Spartech Corporation (“Spartech”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Spartech will be merged with and into Merger Sub (the “Merger”), with Spartech to be the surviving corporation in the merger (the “Surviving Corporation”) and a wholly owned subsidiary of PolyOne, which is expected to be immediately followed by a merger of the Surviving Corporation with and into Merger LLC (the “Subsequent Merger”), with Merger LLC to be the surviving entity in the Subsequent Merger and conduct business as PolyOne Designed Structures and Solutions. At a special meeting of stockholders of Spartech Corporation on March 12, 2013, the stockholders voted to approve the merger agreement between Spartech and PolyOne Corporation. Pursuant to the merger, stockholders will receive, in exchange for each share of Spartech common stock, (1) $2.67 in cash, without interest, and (2) 0.3167 of a PolyOne common share. The merger will be effective on March 13, 2013.

Spartech is organized into three reportable segments based on its operating structure and products manufactured. The three reportable segments are Custom Sheet and Rollstock, Packaging Technologies and Color and Specialty Compounds. The Company reorganized its internal reporting structure and management responsibilities for the Passaic matter and the associated closed facility during the third quarter of 2012 as a result of developments with the environmental matters, as described in Note 8. These costs were previously reported under the Color & Specialty Compounds segment, but are now reported in Corporate.

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. Operating results for any quarter are historically seasonal in nature and are not necessarily indicative of the results expected for the full year. Dollars presented are in thousands except per share data, unless otherwise indicated.

The Company's fiscal year ends on the Saturday closest to October 31st and fiscal years generally contain 52 weeks. However, because of this accounting convention, every fifth or sixth fiscal year has an additional week, and 2012 was reported as a 53 week fiscal year. The Company's first quarter, which ended February 2, 2013, included 13 weeks compared to 14 weeks in the first quarter of the prior year. Years presented are fiscal unless noted otherwise.

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Consolidated Condensed Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Feb. 02, 2013	Nov. 03, 2012
Current assets:
Allowance for doubtful accounts	$ 2,494	$ 3,341
Inventory reserve	$ 9,941	$ 9,534
Shareholders’ equity
Preferred stock, par value per share (dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized (shares)	4,000,000	4,000,000
Preferred stock, shares issued (shares)	0	0
Preferred stock, shares outstanding (shares)	0	0
Common stock, par value per share (dollars per share)	$ 0.75	$ 0.75
Common stock, shares authorized (shares)	55,000,000	55,000,000
Common stock, shares issued (shares)	33,131,846	33,131,846
Common stock, shares outstanding (shares)	31,210,911	30,801,994
Treasury stock, shares outstanding (shares)	1,920,935	2,329,852

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Comprehensive Income

3 Months Ended

Feb. 02, 2013

Equity [Abstract]

Comprehensive Income

Comprehensive Income

At February 2, 2013, and February 4, 2012, other comprehensive income (loss) consisted of cumulative foreign currency translation adjustments. Foreign exchange gains and losses are reported in selling, general and administrative expenses in the results of operations and reflect U.S. dollar-denominated transaction gains and losses due to fluctuations in foreign currency. The Company recorded foreign exchange gains before taxes of $425 and losses of $16 for the three months ended February 2, 2013 and February 4, 2012, respectively. As of February 2, 2013, the Company had monetary assets denominated in foreign currency of $5,077 of net Canadian liabilities, $1,273 of net Euro assets and $5,087 of net Mexican Peso assets.

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Document and Entity Information	3 Months Ended
	Feb. 02, 2013	Mar. 01, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	SPARTECH CORP
Entity Central Index Key	0000077597
Current Fiscal Year End Date	--11-02
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Feb. 02, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		31,203,605

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Proposed Merger and Subsequent Event

3 Months Ended

Feb. 02, 2013

Business Combinations [Abstract]

Proposed Merger and Subsequent Event

Proposed Merger and Subsequent Event

On October 23, 2012, PolyOne Merger Sub, Merger LLC, and Spartech entered into a Merger Agreement pursuant to which Spartech will be merged with and into Merger Sub, with Spartech to be the surviving corporation in the Merger and a wholly owned subsidiary of PolyOne.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Spartech common stock will be canceled and converted into the right to receive consideration equal to $2.67 in cash and 0.3167 PolyOne common shares. In the aggregate, PolyOne will issue approximately 9.9 million of its common shares and pay $83,368,435 in cash to Spartech shareholders. Spartech is required to conduct its business in the ordinary course of business and within certain defined restrictions between the date of signing the agreement to the closing date. Spartech is required to manage within these restrictions or obtain consent in writing from PolyOne to conduct certain activities.

At a special meeting of stockholders of Spartech Corporation on March 12, 2013, the stockholders voted to approve the merger agreement between Spartech and PolyOne Corporation. Pursuant to the merger, stockholders will receive, in exchange for each share of Spartech common stock, (1) $2.67 in cash, without interest, and (2) 0.3167 of a PolyOne common share. Based on the closing price of PolyOne's common stock on March 11, 2013, in exchange for each share of Spartech common stockholders will receive approximately $10.25, comprised of: (1) $2.67 per share in cash; and (2) 0.3167 of a PolyOne common share, having a value of approximately $7.58. The merger will be effective on March 13, 2013. PolyOne Corporation, with 2012 revenues of $3 billion, is a premier provider of specialized polymer materials, services and solutions dedicated to serving customers in diverse industries around the globe, by creating value through collaboration, innovation and an unwavering commitment to excellence. PolyOne is committed to its customers, employees, communities and shareholders through ethical, sustainable and fiscally responsible principles.

In conjunction with the definitive merger agreement, the Company has incurred various costs triggered by and directly related to the merger transaction. In the first quarter of 2013, Spartech recognized merger and transaction costs as follows:

	2013			Cumulative To-Date
Merger and Transaction Costs:
Stock compensation expense from accelerated vesting	$	—		$	4,865
Legal and financial advisor fees	1,357			3,245
Other merger and transaction costs	703			851
Total merger and transaction costs	2,060			8,961
Income tax benefit	(783		)	(3,198		)
Impact on net earnings	$	1,277		$	5,763

Effective on the closing date of the merger, an amount related to the make-whole on the Company's Senior Notes of $10.3 million will be paid in conjunction with the transaction along with $4.2 million to the Company's financial advisors.

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Consolidated Condensed Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Feb. 02, 2013		Feb. 04, 2012
Net sales	$ 263,993	[1]	$ 281,781	[1]
Costs and expenses
Cost of sales	237,017		260,075
Selling, general and administrative expenses	22,155		21,760
Foreign exchange (gains)/losses	(425)		16
Amortization of intangibles	422		422
Merger and transaction costs	2,060		0
Restructuring and exit costs	1,132		0
Total costs and expenses	262,361		282,273
Operating earnings	1,632		(492)
Interest expense, net of interest income	2,592		3,020
Loss before income taxes	(960)		(3,512)
Income tax benefit	(493)		(1,263)
Net loss	$ (467)		$ (2,249)
Basic loss per share:
Net loss per share (dollars per share)	$ (0.01)		$ (0.07)
Diluted loss per share:
Net loss per share (dollars per share)	$ (0.01)		$ (0.07)

[1] Excludes intersegment sales of $15,409 and $16,992 in the first quarter of 2013 and 2012, respectively.

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Income Taxes

3 Months Ended

Feb. 02, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

An income tax benefit was recorded for $493 and $1,263 for the three months endedFebruary 2, 2013 and February 4, 2012, respectively. The income tax benefit for the three months ended February 2, 2013 was primarily impacted by a loss on certain foreign operations for which a tax benefit is not more likely than not to be realized and a net income tax benefit for the reinstatement of the U.S. research and development tax credit of approximately $600.

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Debt

3 Months Ended

Feb. 02, 2013

Debt Disclosure [Abstract]

Debt

Debt

Debt at February 2, 2013, and November 3, 2012, consisted of the following:

	February 2, 2013		November 3, 2012
2004 Senior Notes	$	88,901	$	88,901
Credit facility	56,456		34,426
Other	11,645		11,597
Total debt	157,002		134,924
Less current maturities	22,645		22,636
Total long-term debt	$	134,357	$	112,288

On September 14, 2004 the Company completed a $150 million private placement of Senior Notes over a term of twelve (12) years (2004 Senior Notes). On June 9, 2010, the Company entered into a new credit facility agreement and amended its 2004 Senior Notes. The new credit facility agreement has a borrowing capacity of $150 million with an optional $50.0 million accordion feature, has a term of four (4) years, bears interest at either Prime or LIBOR plus a borrowing margin. The credit facility and amended 2004 Senior Notes are secured with collateral including accounts receivable, inventory, machinery and equipment and intangible assets.

On December 6, 2011, the Company entered into concurrent amendments (collectively, the “December 2011 Amendments”) to its Amended and Restated Credit and 2004 Senior Note agreements (collectively, the “Agreements”) in order to provide covenant flexibility. Under the December 2011 Amendments, the Company's minimum Fixed Charge Coverage Ratio was amended to 1.2 to 1 at the end of the fourth quarter of 2012 and first quarter of 2013 and increases to 1.3 to 1 at the end of the second quarter of 2013, and the covenant definition was changed to exclude 50% of scheduled installment payments (previously included 100%) in the denominator of the calculation. Under the December 2011 Amendments, the Company's maximum Leverage Ratio was amended to 3.0 to 1 at the end of the third quarter of 2012. Consistent with the previous agreement, the Company's maximum Leverage Ratio continues at 3.0 to 1 at the end of the fourth quarter of 2012 through the third quarter of 2013 and decreases to 2.75 to 1 at the end of fourth quarter of 2013. Under the December 2011 Amendments, the Company's annual capital expenditures will be limited to $30.0 million when the Company's Leverage Ratio exceeds 2.5 to 1. In addition, the Company will be subject to certain restrictions in its ability to complete acquisitions, pay dividends or buy back stock. The interest rate increased on the 2004 Senior Notes by 50 basis points to 7.08%. Capitalized fees incurred in the first quarter of 2012 for the December 2011 Amendments were $0.5 million. During the term of the Agreements, the Company was subject to an additional fee of 100 basis points in the event the Company's credit profile rating decreased to a defined level. Such a decrease occurred during the second quarter of 2012 and the Company incurred an additional fee of $1.1 million to its Senior Note holders, which was capitalized and will be amortized over the remaining life of the Notes as an adjustment to interest expense.

The Agreements require the Company to offer early principal payments to Senior Note holders and credit facility investors (only in the event of default) based on a ratable percentage of each fiscal year's excess cash flow and extraordinary receipts, such as the proceeds from the sale of businesses. Under the Agreements, if the Company sells a business, it is required to offer a percentage (which varies based on the Company's Leverage Ratio) of the after tax proceeds (defined as “extraordinary receipts”) to its Senior Note holders and credit facility investors in excess of a $1.0 million threshold. The excess cash flow definition in the Agreements follows a standard free cash flow calculation. The Company is only required to offer the excess cash flow and extraordinary receipts if the Company ends its fiscal year with a Leverage Ratio in excess of 2.5 to 1. The Senior Note holders are not required to accept their allotted portion and to the extent individual holders reject their portion, other holders are entitled to accept the rejected proceeds. Early principal payments made to Senior Note holders reduce the principal balance outstanding. No excess cash flow payment is required to be made in 2013 as the Company's fiscal year 2012 Leverage Ratio was not in excess of 2.5 to 1 as defined in the agreement. The Company made excess cash flow payments to the Senior Note holders in the second quarter of 2012 of $2.5 million.

At February 2, 2013, the Company had $82.2 million of total capacity and $56.5 million of outstanding loans under the credit facility at a weighted average interest rate of 3.32%. In addition to the outstanding loans, the credit facility borrowing capacity was reduced by several standby letters of credit totaling $11.3 million. The Company's average net revolver outstanding (average revolver borrowings net of cash) was approximately $61.8 million for the three months ended February 2, 2013. The Company is restricted to certain levels of expenditures relating to dividends and capital expenditures. The Company had $23.0 million of availability on its credit facility as of February 2, 2013. We primarily have used the borrowings on our revolving credit facility for working capital purposes and capital expenditures.

Interest on the amended 2004 Senior Notes is 7.08% and is payable semiannually on March 15 and September 15 of each year. The amended 2004 Senior Notes require equal annual principal payments of $22.2 million that commenced on September 15, 2012, and that are ratably reduced by required early principal payments based on a percentage of annual excess cash flow or extraordinary receipts as defined in the Agreements. The Company may, at its option and upon notice, prepay at any time all or any part of the amended 2004 Senior Notes, together with accrued interest plus a make-whole amount. Effective on the closing date of the merger, an amount related to the make-whole on the Company's Senior Notes of $10.3 million will be paid in conjunction with the transaction.

The Company's other debt consists primarily of industrial revenue bonds and capital lease obligations used to finance capital expenditures. These financings mature between 2013 and 2019 and have interest rates ranging from 0.17% to 16.5%.

The Company was in compliance with all debt covenants as of February 2, 2013. While the Company was in compliance with its covenants and currently expects to be in compliance with its covenants during the next twelve (12) months, the Company's failure to comply with its covenants or other requirements of its financing arrangements is an event of default and could, among other things, accelerate the payment of indebtedness, which could have a material adverse impact on the Company's results of operations, financial condition and cash flows.

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Fair Value of Financial Instruments (Tables)

3 Months Ended

Feb. 02, 2013

Fair Value Disclosures [Abstract]

Schedule of Carrying Amount and Estimated Fair Value of Long-Term Debt

The following table presents the carrying amount and estimated fair value of long-term debt:

	February 2, 2013				November 3, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Total debt (including credit facilities)	$	157,002	$	161,236	$	134,924	$	141,340

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Basis of Presentation (Policies)

3 Months Ended

Feb. 02, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidation, Policy

The consolidated financial statements include the accounts of Spartech Corporation and its consolidated subsidiaries (“Spartech” or the “Company”). These financial statements have been prepared on a condensed basis, and accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, these consolidated condensed financial statements contain all adjustments (consisting of normal recurring adjustments) and disclosures necessary to make the information presented herein not misleading. These financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes thereto included in the Company's November 3, 2012 Annual Report on Form 10-K.

Basis of Accounting

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. Operating results for any quarter are historically seasonal in nature and are not necessarily indicative of the results expected for the full year. Dollars presented are in thousands except per share data, unless otherwise indicated.

Fiscal Period, Policy

The Company's fiscal year ends on the Saturday closest to October 31st and fiscal years generally contain 52 weeks. However, because of this accounting convention, every fifth or sixth fiscal year has an additional week, and 2012 was reported as a 53 week fiscal year. The Company's first quarter, which ended February 2, 2013, included 13 weeks compared to 14 weeks in the first quarter of the prior year. Years presented are fiscal unless noted otherwise.

Inventory, Policy

Inventories are valued at the lower of cost or market.

Fair Value Measurement, Policy

The Company performs an analysis of all existing financial assets and financial liabilities measured at fair value on a recurring basis to determine the significance and character of all inputs used to determine their fair value. The Company's financial instruments, including cash, accounts receivable, notes receivable, accounts payable and accrued liabilities, have net carrying values that approximate their fair values due to the short-term nature of these instruments.

We prioritize the inputs to valuation techniques used to measure fair value into the following three broad categories:

Level 1 inputs - Quoted prices for identical assets and liabilities in active markets.

Level 2 inputs - Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, observable inputs other than quoted prices and inputs that are derived principally from or corroborated by other observable market data.

Level 3 inputs - Unobservable inputs reflecting the entity's own assumptions about the assumptions market participants would use in pricing the asset or liability.

The estimated fair value of our long-term debt, which falls in Level 2 of the fair value hierarchy, is based on estimated borrowing rates to discount the cash flows to their present value as provided by a broker, or otherwise, quoted, current market prices for the same or similar issues.

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Net Earnings (Loss) Per Share

3 Months Ended

Feb. 02, 2013

Earnings Per Share [Abstract]

Net Earnings (Loss) Per Share

Net Earnings (Loss) Per Share

Basic earnings per share excludes any dilution and is computed by dividing net earnings attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. The dilution from each of these instruments is calculated using the treasury stock method. Outstanding equity instruments that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted earnings per share because they were antidilutive are as follows (in thousands):

	Three Months Ended
	February 2, 2013	February 4, 2012
Antidilutive shares:
SSARs	1,141	1,828
Stock options	302	522
Total antidilutive shares excluded from diluted earnings per share	1,443	2,350

The Company used the two-class method to compute basic and diluted earnings per share for all periods presented. The reconciliation of the net earnings, net earnings attributable to common stockholders and the weighted average number of common and participating shares used in the computations of basic and diluted earnings per share for three months ended February 2, 2013, and February 4, 2012 are as follows (shares in thousands):

	Three Months Ended
	February 2, 2013			February 4, 2012
Basic and diluted net loss:
Net loss	$	(467	)	$	(2,249	)
Less: net earnings allocated to participating securities	—			—
Net loss attributable to common shareholders	$	(467	)	$	(2,249	)
Weighted average shares outstanding:
Basic weighted average common shares outstanding	31,145			30,782
Add: dilutive shares from equity instruments	—			—
Diluted weighted average shares outstanding	31,145			30,782
Basic loss per share attributable to common stockholders:
Net loss	(0.01		)	(0.07		)
Diluted loss per share attributable to common shareholders:
Net loss	(0.01		)	(0.07		)

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Fair Value of Financial Instruments

3 Months Ended

Feb. 02, 2013

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company performs an analysis of all existing financial assets and financial liabilities measured at fair value on a recurring basis to determine the significance and character of all inputs used to determine their fair value. The Company's financial instruments, including cash, accounts receivable, notes receivable, accounts payable and accrued liabilities, have net carrying values that approximate their fair values due to the short-term nature of these instruments.

We prioritize the inputs to valuation techniques used to measure fair value into the following three broad categories:

Level 1 inputs - Quoted prices for identical assets and liabilities in active markets.

Level 2 inputs - Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, observable inputs other than quoted prices and inputs that are derived principally from or corroborated by other observable market data.

Level 3 inputs - Unobservable inputs reflecting the entity's own assumptions about the assumptions market participants would use in pricing the asset or liability.

The estimated fair value of our long-term debt, which falls in Level 2 of the fair value hierarchy, is based on estimated borrowing rates to discount the cash flows to their present value as provided by a broker, or otherwise, quoted, current market prices for the same or similar issues. The following table presents the carrying amount and estimated fair value of long-term debt:

	February 2, 2013				November 3, 2012
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Total debt (including credit facilities)	$	157,002	$	161,236	$	134,924	$	141,340

The estimated fair value of assets held for sale, which falls within Level 3 of the fair value hierarchy, represents management's best estimate of fair value upon sale and is determined based on broker analyses of prevailing market prices for similar assets. As of February 2, 2013, the Company had $2,614 of assets held-for-sale.

During the three months ended February 2, 2013, there were no significant measurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

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Commitments and Contingencies

3 Months Ended

Feb. 02, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

In September 2003, the New Jersey Department of Environmental Protection (“NJDEP”) issued a directive to approximately 30 companies, including Franklin-Burlington Plastics, Inc., a subsidiary of the Company (“Franklin-Burlington”), to undertake an assessment of natural resource damage and perform interim restoration of the Lower Passaic River, a 17-mile stretch of the Passaic River in northern New Jersey.  The directive, insofar as it relates to the Company and its subsidiary, pertains to the Company's plastic resin manufacturing facility in Kearny, New Jersey, located adjacent to the Lower Passaic River.  The Company acquired the facility in 1986, when it purchased the stock of the facility's former owner, Franklin Plastics Corp.  The Company acquired all of Franklin Plastics Corp.'s environmental liabilities as part of the acquisition. Franklin-Burlington responded to the directive, and no further action under the directive as yet has been required by NJDEP.

Also in 2003, the United States Environmental Protection Agency (“USEPA”) requested that companies located in the area of the Lower Passaic River, including Franklin-Burlington, cooperate in an investigation of contamination of the Lower Passaic River.  In response, the Company and approximately 70 other companies (collectively, the “Cooperating Parties”) agreed, pursuant to an Administrative Order of Consent with the USEPA, to assume responsibility for completing a remedial investigation/feasibility study (“RIFS”) of the Lower Passaic River.  The RIFS and related activities are currently estimated to cost approximately $125 million to complete and are currently expected to be completed by mid-2015.  However, the RIFS costs are exclusive of any costs that may ultimately be required to remediate the Lower Passaic River area being studied or costs associated with natural resource damages that may be assessed. By agreeing to bear a portion of the cost of the RIFS, the Company did not admit to or agree to bear any such remediation or natural resource damage costs. In 2007, the USEPA issued a draft study that evaluated nine alternatives for early remedial action of a portion of the Lower Passaic River. The estimated cost of the alternatives in the aggregate ranged from $900 million to $2.3 billion.  The Cooperating Parties provided comments to the USEPA regarding this draft study, but the USEPA has not yet finalized its study. Currently, the Cooperating Parties understand that USEPA is finalizing this study and expects to issue it in 2013, and that the preferred early remedial alternatives are estimated by USEPA to cost $1.9 billion to $3.4 billion. The Cooperating Parties have submitted comments to the USEPA for consideration prior to issuance of the final study. In early calendar year 2012, the USEPA indicated to the Cooperating Parties that it would like to move forward with early remedial activity at a specific location along the river. In the third quarter of 2012, the Company and the other Cooperating Parties, with one exception, have agreed with USEPA to undertake a removal action at the specific location and the Company accrued $0.2 million. By agreeing to participate in this specific removal action, the Company did not admit ultimate responsibility for the removal action at such location, nor did the Company admit to or agree to bear costs for any other removal action at or remediation of the river, or for natural resource damages.

In 2009, the Company's subsidiary and over 300 other companies were named as third-party defendants in a suit brought by the NJDEP in Superior Court of New Jersey, Essex County, against Occidental Chemical Corporation and certain related entities (collectively, the “Occidental Parties”) with respect to alleged contamination of the Newark Bay Complex, including the Lower Passaic River.  The third-party complaint seeks contributions from the third-party defendants with respect to any award to NJDEP of damages against the Occidental Parties in the matter.

As of February 2, 2013, the Company had approximately $1.3 million accrued related to these Lower Passaic River matters described above, representing funding of the RIFS costs and related legal expenses of the RIFS, participation in the removal action agreed to with USEPA and the litigation matter.  Given the uncertainties pertaining to this matter, including that the RIFS is ongoing, the ultimate remediation has not yet been determined and because the extent to which the Company may be responsible for such remediation or natural resource damages is not yet known, it is not possible at this time to estimate the Company's ultimate liability related to this matter.  Based on currently known facts and circumstances, the Company does not believe that this matter is likely to have a material effect on the Company's results of operations, consolidated financial position, or cash flows because the Company's Kearny, New Jersey, facility could not have contributed contamination along most of the river's length and did not store or use the contaminant that is of the greatest concern in the river sediments and because there are numerous other parties who will likely share in the cost of remediation and damages.  However, it is reasonably possible that the ultimate liability resulting from this matter could materially differ from the February 2, 2013 accrual balance, and in the event of one or more adverse determinations related to this matter, the impact on the Company's results of operations, consolidated financial position or cash flows could be material to any specific period.

On December 14, 2009, Simmons Bedding Company and The Simmons Manufacturing Co., LLC (collectively, “Simmons”) filed suit in the Superior Court of New Jersey, Essex County (Simmons Bedding Company and The Simmons Manufacturing Co., LLC v. Creative Vinyl/Fabrics, Inc. and its owner, Spartech Corporation, Spartech Polycom Calendared and Converted Products, Granwell Products, Inc., Nan Ya Plastics Corporation USA - Docket No. ESX-L-10197-09) alleging that vinyl product supplied to Simmons failed to meet certain specifications and claiming, among other things, a breach of contract, breach of warranty and fraud for which Simmons was seeking unspecified damages, including costs related to a voluntary product recall. Creative Vinyl/Fabrics, Inc. (“Creative”) was seeking common law indemnification and contribution from the Company. The Company supplied Creative with PVC film pursuant to purchase orders submitted by Creative, which Creative further processed and then sold to Simmons. On November 16, 2012, the Court granted summary judgment on behalf of all of the Defendants in the case for full dismissal of the matter. Simmons filed its notice of appeal on January 3, 2013 and their appellate brief is due on March 18, 2013. The matter will be fully briefed by April 29, 2013. Based upon these recent developments, management does not believe that the ultimate liabilities resulting from this proceeding, if any, will be material to the Company's results of operations and will not have a material adverse effect on the Company's consolidated financial position or cash flows.

On September 15, 2011, we received a $4.8 million tax assessment for additional taxes, interest and penalties from the Mexico Tax Authorities related to our 2007 income tax and value added tax filings.  The Company continues to contest the assessment and is pursuing litigation with respect to certain items. Based on developments to date, we do not expect the ultimate outcome of this matter to have a material adverse impact on our results of operations, financial position or cash flows.

Five purported class action lawsuits have been filed by alleged Spartech stockholders in connection with the proposed merger transactions among Spartech, PolyOne Corporation (“PolyOne”), 2012 Redhawk, Inc. (“Merger Sub”) and 2012 Redhawk, LLC (n/k/a PolyOne Designed Structures and Solutions LLC) (“Merger LLC”).

Two of these purported class actions were filed in the Circuit Court of St. Louis County, Missouri against Spartech, its directors, PolyOne, Merger Sub, and Merger LLC. These actions, Weinreb v. Spartech, et al. and Warren v. Spartech, et al., have been consolidated for all purposes as In re Spartech Corporation Shareholder Litigation (the “Missouri Stockholder Actions”). The Missouri Stockholder Actions allege, among other things, that the directors of Spartech breached their fiduciary duties owed to stockholders by approving the proposed acquisition of Spartech by PolyOne and by failing to disclose certain information to stockholders. The Missouri Stockholder Actions further allege that PolyOne, Merger Sub, and Merger LLC aided and abetted the directors of Spartech in breaching their fiduciary duties. Among other things, the Missouri Stockholder Actions seek to enjoin the merger.

Two of these purported class actions were filed in Delaware Chancery Court (the “Delaware Stockholder Actions”). One of the Delaware Stockholder Actions, Gross v. Spartech, et al., was filed against Spartech, its directors, PolyOne, Merger Sub, and Merger LLC. The other Delaware Stockholder Action, Pill v. Spartech, et al., was filed against Spartech and its directors. The Delaware Stockholder Actions alleged, among other things, that the directors of Spartech breached their fiduciary duties owed to stockholders by approving the proposed acquisition of Spartech by PolyOne and by failing to disclose certain information to stockholders. Gross v. Spartech, et al. also alleged that PolyOne, Merger Sub, and Merger LLC aided and abetted the directors of Spartech in breaching their fiduciary duties. Among other things, the Delaware Stockholder Actions sought to enjoin the merger. After their request to stay the Delaware Stockholder Actions was denied, plaintiffs in the Delaware Stockholder Actions filed a Notice and (Proposed) Order of Dismissal on January 31, 2013, which was granted with modifications on February 1, 2013.

A purported class action was also filed in the United States District Court for the Eastern District of Missouri against Spartech, its directors, PolyOne, Merger Sub, and Merger LLC. Faulkner v. Holt, et al. (the “Missouri District Court Stockholder Action”), alleges, among other things, that the directors of Spartech breached their fiduciary duties owed to stockholders by approving the proposed acquisition of Spartech by PolyOne and by failing to disclose certain information to stockholders. The Missouri District Court Stockholder Action further alleges that PolyOne, Merger Sub, and Merger LLC aided and abetted the directors of Spartech in breaching their fiduciary duties. The Missouri District Court Stockholder Action also brings a claim, individually, against the directors of Spartech under Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. Among other things, the Missouri District Court Stockholder Action seeks to enjoin the merger.

PolyOne, Merger Sub, Merger LLC, Spartech, and Spartech's directors believe the Missouri Stockholder Action, the Delaware Stockholder Actions, and the Missouri District Court Stockholder Action and the underlying claims are without merit.

On March 5, 2013, counsel for the parties in each of the above-described lawsuits entered into a Memorandum of Understanding (the “MOU”), in which they agreed on the terms of a settlement of the Missouri Stockholder Action, including the dismissal with prejudice of the Missouri Stockholder Action and a release of all claims made therein against all of the defendants. The MOU also provides for dismissal with prejudice of the Missouri District Court Stockholder Action. The proposed settlement is conditioned upon, among other things, the execution of an appropriate stipulation of settlement, consummation of the merger, and final approval of the proposed settlement by the Circuit Court of St. Louis County, Missouri. In addition, in connection with the settlement and as provided in the MOU, the parties contemplate that plaintiffs' counsel will seek an award of attorneys' fees and expenses as part of the settlement. There can be no assurance that the merger will be consummated, that the parties ultimately will enter into a stipulation of settlement, or that the court will approve the settlement even if the parties enter into such stipulation. If the settlement conditions are not met, the proposed settlement as contemplated by the MOU would become void. The settlement will not affect the amount of the merger consideration that Spartech stockholders are entitled to receive in the merger.

The defendants deny all fault or liability and deny that they have committed any unlawful or wrongful act alleged in the Missouri State Action, the Delaware Stockholder Actions, and the Missouri District Court Stockholder Action or otherwise in relation to the merger. The defendants have agreed to the terms of the proposed settlement described above solely to avoid the substantial burden, expense, risk, inconvenience and distraction of continued litigation, including the risk of delaying or adversely affecting the merger.

The Company is also subject to various other claims, lawsuits and administrative proceedings arising in the ordinary course of business with respect to commercial, product liability, employment and other matters, several of which claim substantial amounts of damages. While it is not possible to estimate with certainty the ultimate legal and financial liability with respect to these claims, lawsuits, and administrative proceedings, the Company believes that the outcome of these matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows.

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Segment Information

3 Months Ended

Feb. 02, 2013

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company is organized into three reportable segments based on its operating structure and the products manufactured. The three reportable segments are Custom Sheet and Rollstock, Packaging Technologies and Color and Specialty Compounds. Operating results are regularly reviewed by the Company's chief operating decision maker, its CEO, to make decisions about resources to be allocated to the segment and assess performance. More specifically, management uses operating earnings (loss) from continuing operations, excluding the effect of foreign exchange, to evaluate business segment performance. Corporate operating losses include general and administrative expenses, corporate office expenses, shared services costs, information technology costs, professional fees, the impact of foreign currency exchange gains and losses and Passaic environmental costs.

The Company reorganized its internal reporting structure and management responsibilities for the Passaic matter and the associated closed facility during the third quarter of 2012 as a result of developments with the environmental matters, as described in Note 8. These costs were previously reported under the Color & Specialty Compounds segment, but are now reported in Corporate.

A description of the Company's reportable segments is as follows:

Custom Sheet and Rollstock

The Custom Sheet and Rollstock segment primarily manufactures plastic sheet, custom rollstock, calendered film, laminates and acrylic products. The principal raw materials used in manufacturing sheet and rollstock are plastic resins in pellet form. The segment sells sheet and rollstock products principally through its own sales force, but it also uses a limited number of independent sales representatives. This segment produces and distributes its products from facilities in the United States, Canada and Mexico. Finished products are formed by customers that use plastic components in their products. The Company's custom sheet and rollstock is used in several market sectors including material handling, transportation, building and construction, recreation and leisure, electronics and appliances, sign and advertising, aerospace and numerous other end markets.

Packaging Technologies

The Packaging Technologies segment manufactures custom-designed plastic packages and custom rollstock primarily used in the food and consumer product markets. The principal raw materials used in manufacturing packaging are plastic resins in pellet form, which are extruded into rollstock or thermoformed into an end product. This segment sells packaging products principally through its own sales force, but it also uses a limited number of independent sales representatives. This segment produces and distributes the products from facilities in the United States and Mexico. The Company's Packaging Technologies products are mainly used in the food, medical and consumer packaging and graphic arts market sectors.

Color and Specialty Compounds

The Color and Specialty Compounds segment manufactures custom-designed plastic alloys, compounds and color concentrates for use by a large group of manufacturing customers servicing the transportation (primarily automotive), building and construction, packaging, agriculture, lawn and garden, electronics and appliances, and numerous other end markets. The principal raw materials used in manufacturing specialty plastic compounds and color concentrates are plastic resins in powder and pellet form. This segment also uses colorants, mineral and glass reinforcements and other additives to impart specific performance and appearance characteristics to the compounds. The Color and Specialty Compounds segment sells its products principally through its own sales force, but it also uses independent sales representatives. This segment produces and distributes its products from facilities in the United States, Canada, Mexico and France.

The following presents the Company's net sales, operating earnings (loss) and total assets by reportable segment and the reconciliation to consolidated operating earnings for the three months ended February 2, 2013, and February 4, 2012:

	Three Months Ended
	February 2, 2013			February 4, 2012
Net sales: (a)
Custom Sheet and Rollstock	$	142,630		$	145,626
Packaging Technologies	58,274			62,245
Color and Specialty Compounds	63,089			73,910
	$	263,993		$	281,781
Operating earnings (loss):
Custom Sheet and Rollstock	$	7,865		$	3,214
Packaging Technologies	3,539			3,706
Color and Specialty Compounds	137			1,070
Corporate	(9,909		)	(8,482		)
	$	1,632		$	(492	)

Notes to Table:

(a) Excludes intersegment sales of $15,409 and $16,992 in the first quarter of 2013 and 2012, respectively.

	February 2, 2013		November 3, 2012
Assets:
Custom Sheet and Rollstock	$	266,452	$	271,723
Packaging Technologies	152,627		151,327
Color and Specialty Compounds	86,019		82,601
Corporate and other	40,927		38,982
	$	546,025	$	544,633

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 02, 2013	Feb. 04, 2012
Income Tax Disclosure [Abstract]
Income tax benefit	$ 493	$ 1,263
Income tax benefit	$ 600

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Restructuring and Exit Costs (Tables)

3 Months Ended

Feb. 02, 2013

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring and Related Costs

Restructuring and exit costs were recorded in the consolidated statements of operations as follows:

	Three Months Ended
	February 2, 2013			February 4, 2012
Restructuring and exit costs:
Custom Sheet and Rollstock	$	434		$	—
Packaging Technologies	—			—
Color and Specialty Compounds	766			—
Corporate	(68		)	—
Total restructuring and exit costs	1,132			—
Income tax benefit	(286		)	—
Impact on net earnings	$	846		$	—

2012 Restructuring Plan

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring and Related Costs

The following table summarizes the cumulative restructuring and exit costs incurred under the 2012 restructuring plans:

	Three Months Ended February 2, 2013		Cumulative To-Date
Employee severance and other exit costs	$	539	$	2,768
Fixed asset valuation adjustments, net	593		885
Total	$	1,132	$	3,653

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Proposed Merger and Subsequent Event (Tables)

3 Months Ended

Feb. 02, 2013

Business Combinations [Abstract]

Schedule of Merger and Transaction Costs

Spartech recognized merger and transaction costs as follows:

	2013			Cumulative To-Date
Merger and Transaction Costs:
Stock compensation expense from accelerated vesting	$	—		$	4,865
Legal and financial advisor fees	1,357			3,245
Other merger and transaction costs	703			851
Total merger and transaction costs	2,060			8,961
Income tax benefit	(783		)	(3,198		)
Impact on net earnings	$	1,277		$	5,763

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Segment Information (Schedule of Net Sales and Operating Earnings (Loss) from Segments) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 02, 2013		Feb. 04, 2012
Segment Reporting Information [Line Items]
Net sales	$ 263,993	[1]	$ 281,781	[1]
Operating earnings (loss)	1,632		(492)
Intersegment sales	15,409		16,992
Custom Sheet and Rollstock
Segment Reporting Information [Line Items]
Net sales	142,630	[1]	145,626	[1]
Operating earnings (loss)	7,865		3,214
Packaging Technologies
Segment Reporting Information [Line Items]
Net sales	58,274	[1]	62,245	[1]
Operating earnings (loss)	3,539		3,706
Color and Specialty Compounds
Segment Reporting Information [Line Items]
Net sales	63,089	[1]	73,910	[1]
Operating earnings (loss)	137		1,070
Corporate
Segment Reporting Information [Line Items]
Operating earnings (loss)	$ (9,909)		$ (8,482)

[1] Excludes intersegment sales of $15,409 and $16,992 in the first quarter of 2013 and 2012, respectively.

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 02, 2013	Feb. 04, 2012
Net loss	$ (467)	$ (2,249)
Other comprehensive income (loss)
Foreign currency translation (losses) gains	(109)	55
Total comprehensive loss	$ (576)	$ (2,194)

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Restructuring and Exit Costs

3 Months Ended

Feb. 02, 2013

Restructuring and Related Activities [Abstract]

Restructuring and Exit Costs

Restructuring and Exit Costs

Restructuring and exit costs were recorded in the consolidated statements of operations as follows:

	Three Months Ended
	February 2, 2013			February 4, 2012
Restructuring and exit costs:
Custom Sheet and Rollstock	$	434		$	—
Packaging Technologies	—			—
Color and Specialty Compounds	766			—
Corporate	(68		)	—
Total restructuring and exit costs	1,132			—
Income tax benefit	(286		)	—
Impact on net earnings	$	846		$	—

2012 Restructuring Actions

The Company initiated restructuring actions to reduce costs and reposition its portfolio to more specialty and higher-value products. On May 15, 2012, the Company announced a plan calling for the consolidation of two Custom Sheet and Rollstock facilities in Canada into the Granby, Quebec location. On October 16, 2012, the Company announced a plan calling for the consolidation of the Color and Specialty Compounds facility in Stratford, Ontario into the Cape Girardeau, MO and Manitowoc, WI locations. These actions were done in order to reduce fixed costs and better leverage equipment and resources. The Company expects to incur approximately $1,568 in restructuring costs over the next 12 months, which will be comprised of employee severance, facility consolidation and shut-down costs and fixed asset valuation adjustments.

The following table summarizes the cumulative restructuring and exit costs incurred under the 2012 restructuring plans:

	Three Months Ended February 2, 2013		Cumulative To-Date
Employee severance and other exit costs	$	539	$	2,768
Fixed asset valuation adjustments, net	593		885
Total	$	1,132	$	3,653

Employee severance and other exit costs include costs associated with job eliminations and the reduction in jobs resulting from facility consolidations. Facility consolidation and shutdown costs primarily include costs associated with shutting down production facilities, terminating leases and relocating production lines to continuing production facilities. Fixed asset valuation adjustments, net represents the effect from accelerated depreciation for reduced lives on property, plant and equipment and adjustments to the carrying value of assets held-for-sale to fair value, net of gains or losses on the ultimate sales of the assets.

As of February 2, 2013, the Company had $2,614 of assets held-for-sale. The estimated fair value of assets held for sale, which falls within Level 3 of the fair value hierarchy, represents management's best estimate of fair value upon sale and is determined based on broker analyses of prevailing market prices for similar assets.

The Company's total restructuring liability, representing severance, consolidation and shut-down costs was $1,718 and $2,027 at February 2, 2013, and November 3, 2012, respectively. Cash payments for restructuring activities were $624 and $221 for the three months ended February 2, 2013 and February 4, 2012 respectively.

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Basis of Presentation (Details) (USD $)	3 Months Ended		12 Months Ended
	Feb. 02, 2013 Reportable_Segment	Feb. 04, 2012	Nov. 03, 2012	Oct. 29, 2011	Mar. 13, 2013 Subsequent Event PolyOne	Nov. 03, 2012 Subsequent Event PolyOne
Basis of Presentation [Line Items]
Right to receive consideration per share					$ 2.67
Right to receive consideration share equivalent						0.3167
Number of reportable segments	3
Fiscal time period	P13W	P14W	P53W	P52W

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Net Earnings (Loss) Per Share (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 02, 2013	Feb. 04, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	1,443	2,350
SSARs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	1,141	1,828
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	302	522

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Inventories, Net (Tables)

3 Months Ended

Feb. 02, 2013

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories at February 2, 2013, and November 3, 2012, consisted of the following:

	February 2, 2013			November 3, 2012
Raw materials	$	66,568		$	58,107
Production supplies	7,233			7,129
Finished goods	51,120			49,397
Inventory reserves	(9,941		)	(9,534		)
Total inventories, net	$	114,980		$	105,099