OMNOVA SOLUTIONS INC - FORM 8-K - EX-99

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8-K - 8-K - OMNOVA SOLUTIONS INC	d418715d8k.htm

Company Overview

October, 2012

Exhibit 99

2 -

Cautionary

Forward-Looking Statements

Non-GAAP Financial Measures

This presentation includes EBITDA, Adjusted EBITDA and Net Debt which are non-GAAP financial measures as defined by the Securities and Exchange

Commission.

For

reconciliation

the

most

directly

comparable

GAAP

financial

measures,

refer

the

presentation

Appendix.

•

This presentation and the accompanying oral remarks include “forward-looking statements,” as defined by federal securities laws. These statements, as well as any verbal statements by the

Company in connection with this presentation, are intended to qualify for the protections afforded forward-looking statements under the Private Securities Litigation Reform Act of 1995.

Forward-looking statements reflect management’s current expectation, judgment, belief, assumption, estimate or forecast about future events, circumstances or results and may address

business conditions and prospects, strategy, capital structure, sales, profits, earnings, markets, products, technology, operations, customers, raw materials, financial condition, and

accounting policies among other matters. Words such as, but not limited to, “will,” “may,” “should,” “projects,” “forecasts,” “seeks,” “believes,” “expects,” “anticipates,” “estimates,” “intends,”

“plans,” “targets,” “optimistic,” “likely,” “would,” “could” and similar expressions or phrases identify forward-looking statements.

•

All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in business generally and the markets in which the Company operates or proposes

to operate. Other risks and uncertainties are more specific to the Company’s businesses, including businesses that the Company acquires. The occurrence of such risks and uncertainties

and the impact of such occurrence is often not predictable or within the Company’s control. Such impacts could adversely affect the Company’s results and, in some cases, such effect could

be material.

•

All written and verbal forward-looking statements attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety by the risks, uncertainties

and cautionary statements contained herein.

•

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation, and specifically declines any obligation, other than

that imposed by law, to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

•

Risks and uncertainties that may cause actual results to differ materially from expected results include, among others: economic trends and conditions affecting the economy in general

and/or the Company’s end-use markets; prices and availability of raw materials including styrene, butadiene, vinyl acetate monomer, polyvinyl chloride, acrylonitrile, acrylics and textiles;

ability to increase pricing to offset raw material cost increases; product substitution and/or demand destruction due to product technology, performance or cost disadvantages; high degree of

customer concentration and potential loss of a significant customer; supplier, customer and/or competitor consolidation; customer credit and bankruptcy risk; failure to successfully develop

and commercialize new products; a decrease in regional customer demand due to reduced in-region production or increased import competition; risks associated with international operations

including political unrest, fluctuations in exchange rates, and regulatory uncertainty; failure to successfully implement productivity enhancement and cost reduction initiatives; risks associated

with chemical handling and manufacturing and with acts of war, terrorism, natural disasters or accidents, including fires, floods, explosions and releases of hazardous substances; unplanned

full or partial suspension of plant operations; ability to comply, and cost of compliance with legislative and regulatory changes, including changes impacting environmental, health and safety

compliance and changes which may restrict or prohibit the Company from using or selling certain products and raw materials; losses from the Company’s strategic alliance, joint venture,

acquisition, integration and operational activities; rapid inflation in health care costs; loss of key employees and inability to attract and retain new key employees; prolonged work stoppage

resulting from labor disputes with unionized workforce; changes in, and significant contributions required to meet, pension plan funding obligations; attacks on and/or failure of the Company’s

information systems; infringement or loss of the Company’s intellectual property; litigation and claims against the Company related to products, services, contracts, employment,

environmental, safety, intellectual property and other matters; adverse litigation judgments or settlements; absence of or inadequacy of insurance coverage for litigation judgments,

settlements or other losses; stock price volatility; availability of financing at anticipated rates and terms; and loan covenant default arising from substantial debt and leverage and the inability

to service that debt, including increases in applicable short-term or long-term borrowing rates.

•

For further information on risks and uncertainties, see the Company’s Form 10-K and Form 10-Q filings with the Securities and Exchange Commission.

3 -

Business Segments At A Glance

A Focused Polymer Company With Market

Leadership Positions

* Last Twelve Months is Through August 31, 2012;

See

Appendix

–

OMNOVA

Consolidated

22%

78%

Sales = $1.2B*

Adj. EBITDA = $122.0M*

Adj. EBITDA Margin = 10.4%

Performance Chemicals

Decorative Products

Value-added emulsion

polymers and specialty

chemicals used in

coatings, adhesives and

binders

Functional surfaces for

transportation, furnishings

and construction /

refurbishment applications

(Last 12 Months)

4 -

•

Leadership positions –

Typically #1 or #2 in key applications

•

Differentiated value propositions for customers through leading

technologies and deep application knowledge/support

•

Ingredients or components critical to performance of finished

products, but representing small fraction of total cost

•

Market position and business model enables effective margin

management through periodic raw material volatility

–

Enhanced global sourcing capabilities

–

Diverse, value-added technology options

–

Responsive pricing mechanisms

The OMNOVA You May Already Know

Strong Foundation Upon Which To Build

5 -

•

Expanded global manufacturing and technology footprint

provides access to fastest growing emerging world markets

(Asia-Pacific, China, India)

•

Broader/diversified technology and served markets with

acquisition of ELIOKEM

–

Specialty coatings

–

Elastomeric modifiers

–

Oilfield chemicals

•

Improved profitability of Decorative Products unit

–

Exited commercial wallcovering (N.A. & U.K.)

–

Increased capacity utilization by reducing manufacturing footprint

–

Strong pipeline of new products to enhance value to customers

What’s New at OMNOVA?

(Continued)

6 -

•

Global infrastructure improvements drive margins and strengthen

foundation for growth

–

SAP enterprise-wide platform

–

Globally integrated management

approach

–

Global sourcing & logistics

–

Sustainability –

Vision 2014

–

LEAN SixSigma

•

Strong, growing position in key markets rebounding from last

recession

–

Refurbishment

–

New construction

–

Transportation

–

Packaging

What’s New at OMNOVA?

(Continued)

What’s New at OMNOVA?

(Continued)

A Stronger And More Consistent Profit And Cash Generator

7 -

OMNOVA’s Global Reach

100% = $1.2 Billion (LTM)

Growth Through Greater Global Diversification —

With Focus In Higher Growth Emerging Markets

Growth Through Greater Global Diversification —

With Focus In Higher Growth Emerging Markets

* Last Twelve Months is Through August 31, 2012.

Asia &

Middle East

16%

USA

62%

Europe &

Africa

22%

Asia

USA

87%

Europe

11%

•

New specialty latex plant in Caojing, China supports growth opportunities

•

Specialty rubber plant in India

Global production hub for tires, hoses, belts, gaskets

•

Low cost coated fabrics plant in China and Thailand

–

Growing transportation position

2002

2012*

100% = $681 Million

Sales by Region

8 -

OMNOVA Consolidated

Refurbishment & New

Construction

35%

Transportation

20%

Industrial

10%

Personal Care

Paper & Packaging

24%

Oilfield

Markets Served -

Global

•

Strong products / positions to grow as

market recovers

Refurbishment & Construction

•

A leading coated paper position in North

America

•

Leverage OMN technology for growth in:

–

N.A. coated paper and packaging

–

China coated paper & packaging > 2013

Paper & Packaging

•

Well positioned in growing Asian

markets

Transportation

•

Oilfield chemicals

•

Personal Care

High Growth Niche Products

Sales by Market

Attractive Growth Opportunities Leveraging OMNOVA

Technology And Market Recovery

9 -

35% of OMNOVA LTM Sales or > $400 Million

Refurbishment and New Construction

Strong Products / Positions To Grow As Industry Recovers

Residential Housing ~ 80%

Commercial Building ~ 20%

Refurbishment

80%

New

Construction

20%

Refurbishment

70%

New

Construction

30%

Elastomeric

Modification

2011

2013

CAGR

Sales of Existing Homes

4.26M

4.83M

+7%

New housing starts

429k

660k

+24%

Source: NAHB, MBA

Architectural

Coatings

Carpet

Latex

Kitchen and

Bath Laminates

2011

2014

Office vacancy rates

16.0%

12.3%

Commercial Real Estate Volume

$211B

$312B

Source: CBRI, ULI

+48%

10 -

Paper and Packaging Chemicals

Packaging And China Expected To Drive OMNOVA Growth in This Market

24% of OMNOVA LTM Sales or > $275 Million

N. American

Coated Paper

N. American

Packaging

China

Coated

Paper & Packaging

Rapidly growing middle class

drives growth in segment

OMN technology and assets drive

market penetration > 2013

Market

Size

(MM Lbs Emulsion

Polymers 2011)

Forecasted

Per Year Growth

(2012-2015)

OMNOVA Opportunity

800 -2% to -3%

1,800

+7%

550

+3%

Leverage technology for above

market

performance

–

OMN

today ~ 36%

OMN focus / technology to drive

share gain post Rohm & Haas J.V. -

OMN share today ~ 10%

Market

drivers

sustainability

focus,

better point of sale promotion

11 -

Transportation

Well Positioned In Growing Asian Markets With

China, India, Thailand Manufacturing

Well Positioned In Growing Asian Markets With

China, India, Thailand Manufacturing

20% of OMNOVA LTM Sales or > $225 Million

China Light Vehicle Sales

+8% 2012; +10% 2013-2014

World Tire Demand

+4.7% / yr

2015

China Tire Demand

+15% / yr

2015

Tire Cord Adhesives

Global -

Nitrile Rubber

(Belts, Hoses)

Asia -

Coated Fabrics

(Vehicle Seating)

Asia -

12 -

High Growth Niche Products

•

Oilfield drilling and cementing chemicals

–

Oilfield rigs growing at 8-10% per year through

2015

–

Opportunity for OMN to grow above market

•

Focus in fast growth high temperature / pressure environments

•

Unique new emulsion and powder-based products

•

Decorative laminates (for retail / store display, furniture)

–

Bundled approach to provide matching paper and vinyl

laminates to “big box”

retail stores

–

OMNOVA products specified by retail store chains

–

Cost advantage / superior design aesthetics drives

substitution

•

Personal care products

–

Global growth in nonwoven binders

–

New plant in Caojing, China positioned to serve rapidly

growing Asian markets

Unique Technology-Focused Value Proposition Drives Growth

13 -

Historical Financial Results

Annual Revenue*

Annual Adjusted EBITDA*

$521.6

$396.8

$527.9

$951.9

$916.4

$245.1

$228.5

$253.8

$249.2

$256.6

$229.5

$288.4

$289.5

$200

$400

$600

$800

$1,000

$1,200

$1,400

2008

2009

2010

2011

LTM 8/31/2012

Performance Chemicals

Decorative Products

ELIOKEM

$1,056.2

$854.8

$1,070.1

$1,201.1

$1,173.0

Strong EBITDA Performance Across Varied Business Conditions

$37.5

$59.7

$75.8

$113.5

$120.8

$3.6

$14.8

$13.4

$12.3

$34.6

$35.1

$48.7

$18.8

10.4%

9.5%

11.9%

11.3%

6.6%

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

$140.0

$160.0

$180.0

$200.0

2008

2009

2010

2011

LTM 8/31/2012

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

Performance Chemicals

Decorative Products

ELIOKEM

OMN Cons. Est.

EBITDA Margin

$69.6

$96.9

$127.1

$114.2

$122.0

Pro forma results include ELIOKEM acquisition and exclude divested commercial wallcovering businesses

Last Twelve Months is Through August 31, 2012

Adjusted EBITDA - See Appendices 1, 2, 3, and 4; Annual Adjusted EBITDA includes OMNOVA Corporate Expense of $6.1M, $12.7M, $10.8M, $11.6M, and $17.6M for

2008, 2009, 2010, 2011 and LTM, respectively.

14 -

OMNOVA Solutions

Financial Goals

•

Increased capacity utilization

•

Expansion in faster growing

markets in Asia

•

Higher value-added applications

•

Deeper penetration with strong

pipeline of new products and

broader technology

•

Leverage global infrastructure

investments (SAP, LSS, Sourcing)

•

Stronger presence in emerging

markets of Asia / India

•

Leverage future cyclical market

improvements in refurbishment,

new construction and

transportation

•

Unique capabilities and proven

performance open opportunities

in niche applications (e.g. oilfield,

personal care and retail displays)

Volume

Goal

Per

Annum

Profit Goal 9 –

11% EBIT

15 -

$20

$40

$60

$80

2H 2008

2009

2010

2011

YTD 2012

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

2008

2009

2010 3Q

2010 4Q

2011 YE

LTM

Change in Net Debt*

(Net Debt / Adjusted EBITDA)

($ Millions)

See Appendix 5 –

Net Debt / Leverage

Last Twelve Months is Through August 31, 2012

(1)

Pre-ELIOKEM Acquisition

(2)

Post-ELIOKEM Acquisition

$68

$15

5.1x

0.9x

Leverage*

$43

(1)

1.8x

Significant Cash Flow Generation

2.5x

$20

(2)

Proven Success At Deleveraging Has Enabled Opportunities

Such As The ELIOKEM Acquisition

Proven Success At Deleveraging Has Enabled Opportunities

Such As The ELIOKEM Acquisition

8/31/2012*

3.1x

$51

3.5x

ELIOKEM

Acquisition

16 -

Capital Structure

$250

$197

Liquidity

All-In Debt Cost < 7% / Significant Liquidity And Covenant Cushion

Foreign Debt & L/C’s

•

Various short-term

maturities

Term Loan B

•

2017 Maturity

•

L+375; floor 1.75%

•

Net Sr. Secured leverage

ratio covenant

Senior Notes 7.875%

•

2018 Maturity

•

No financial covenants

Debt

$456 Million

5/31/12

8/31/12

Revolver

$ 92

$ 84

Balance Drawn

Letters of Credit

Remaining Capacity

Cash

133

151

Total Liquidity

$223M

$233M

Net Sr. Secured Leverage Ratio

2011

08/31/12

2013

2014

Covenant

< 3.25

< 3.00

< 2.75

< 2.50

Actual

0.9

0.4

EBITDA

Cushion

$84M

$106M

17 -

75.1

(106.8)

96.8

120.7

8.7

86.9

89.6

120.8

28.8

(68.7)

-$120

-$80

-$40

$40

$80

$120

$160

2008

2009

2010

2011

2012 Q3 YTD

Price Realization vs. Raw Material Inflation

Effective Margin Management Utilizing Responsive

Pricing Mechanisms and Improved Product Mix

Effective Margin Management Utilizing Responsive

Pricing Mechanisms and Improved Product Mix

($ Millions)

Raw Material Inflation

OMNOVA Pricing Realization

OMNOVA Legacy 2008-2011

Confidential

Decorative Products

19 -

Decorative Products –

Segment Overview

Decorative Products –

Segment Overview

Last Twelve Months is Through August 31, 2012;

See Appendix 2 –

Decorative Products

A Broad-Based Functional And Decorative Surfaces Business

Sales*

$257M

Adj. EBITDA*

$19M

Adj. EBITDA Margin

7.3%

Manufacturing

Process

Functional and

Decorative Surfaces

Customers

•

Durability

•

Stain, scratch resistance, cleanability

•

Attractive designs

•

Critical part of finished product; small part of cost

•

Cost effective substitute for other materials

Key Characteristics:

Laminates

32%

Performance

Films

18%

Coated

Fabrics

50%

20 -

Decorative Products

•

Kitchen and bath laminates

•

Furniture coated fabrics

•

Furniture and appliance laminates

Residential Housing

Markets Served

Residential

Housing

28%

Transportation

41%

Industrial /

Other

12%

Commercial

Buildings

19%

•

Automotive seating fabrics

•

Bus / mass transit seating fabrics

•

Recreational vehicle laminates

Transportation

•

Store fixture and display laminates

•

Contract furniture fabrics

•

Interior wall partitions

•

Ceiling tile laminates

Commercial Building

•

Medical application films

•

Tape and labels

Industrial / Other

21 -

Exited Commercial Wallcovering Business

•

Sale of domestic Commercial Wallcovering business for $10M in

December 2011

–

Eliminates over $9M of loss over the past three years; declining

market needing

consolidation

–

Positive cash impact after transition to buyer, wind-down of manufacturing

•

Sale of UK based Muraspec Commercial Wallcovering business for

approximately $6M in cash and notes in March 2012

Realigning Manufacturing Footprint

•

2012 idling of Columbus, MS manufacturing operation with transfer of

Coated Fabrics production to other Decorative Products plants

–

Targeted transfer of over $20M of production to 2 Pennsylvania plants and Thailand;

year-end for completion

–

Wind-down manufacturing operation, operate as distribution center

2012 –

Year of Transition

2012 –

Year of Transition

Decorative Products

Expected To Significantly Improve Decorative Products Profit Contribution

Once Transition Is Complete In 2013

Expected To Significantly Improve Decorative Products Profit Contribution

Once Transition Is Complete In 2013

Confidential

Performance Chemicals

23 -

Performance Chemicals –

Segment Overview

Performance Chemicals –

Segment Overview

Last Twelve Months is Through August 31, 2012;

See Appendix 3 –

Performance Chemicals

Adj. EBITDA*

$121M

Providing Value-Added Solutions On A Global Basis

Adj. EBITDA Margin

13.2%

Sales*

$916M

•

High performance, globally specified products

•

Many high margin, niche applications

•

High switching costs for customers

•

Solutions provider with value-added technical

service

•

Critical ingredients –

Key to finished product

performance; small % of total cost

Key Characteristics:

Emulsion

Polymerization

Process

Customers

Specialty

Chemicals

59%

Paper &

Carpet

41%

Products

(Wet / Dry)

Raw Materials =

Basic Monomers

24 -

Global Chemical Markets

Numerous Applications Within The Emulsion Polymer Space

Personal Care

Coating

Resins

Tape &

Adhesives

Antioxidants

Oil/Gas

Drilling

Specialty

Rubber &

Reinforcement

Elastomeric

Modifiers

Construction

Floor

Care

Paper/

Packaging

Carpet

Tire

Cord

25 -

OMNOVA Performance Chemicals

Refurbishment &

New Construction

28%

Transportation

16%

Industrial

12%

Personal Care

Paper &

Packaging

30%

Oilfield

SB Latex

50%

Acrylics &

Vinyl Acetate

20%

Vinyl

Pyridine

Latex

Nitrile

Rubber

Other

Chemicals

Antioxidants

High Styrene

ELIOKEM Acquisition Provides Diversification

Of Markets And Chemistries

ELIOKEM Acquisition Provides Diversification

Of Markets And Chemistries

* Sales for last twelve months is through August 31, 2012

Markets Served -

Global

Chemistries *

26 -

Key Investment Highlights

Expanded manufacturing capability in high-growth (Asia and India) emerging markets

Strong global business/supply chain infrastructure on which to build

Improved capacity utilization

Growing Global

Footprint

Leading Market

Positions

Diverse Business

Model

Strong And Stable

Margins

Strong Free Cash

Flow

OMNOVA Is Creating Value Through A Global Enterprise

Typically #1 or #2 –

in key applications provides competitive advantage and

above market growth

Strong technology and new product pipeline further enhanced with

acquisition

Over 1,000 products sold to over 1,500 customers in more than 90

countries

75% of ELIOKEM sales to adjacent markets (but within emulsion polymers space)

Significantly improved margins since 2008 (despite dynamic operating conditions)

Margin improvement driven by diversification of markets & technologies

Position as a critical ingredients supplier

Strong legacy of cash generation

Maintenance capex generally below D&A

NOL’s shield cash taxes for several years

27 -

Company Confidential

28 -

Raw Material Inflation

Current Butadiene At Two-Year Low –

160 Million Lbs. Annual Global Purchase

Current Butadiene At Two-Year Low –

160 Million Lbs. Annual Global Purchase

0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

1.8

2.0

U.S. Butadiene –

Fiscal 2011 / 2012

0.86

0.91

0.99

1.04

1.21

1.42

1.53

1.71

1.77

1.71

1.41

1.15

0.98

1.06

1.19

1.46

1.55

1.48

Source: CMAI published price North America

1.09

0.91

0.84

0.91

29 -

Appendix

30 -

Appendix –

Non-GAAP Financial Measures

Appendix –

Non-GAAP Financial Measures

This presentation includes EBITDA, Adjusted EBITDA and Net Debt which are Non-GAAP financial measures as

defined by the Securities and Exchange Commission.

OMNOVA’s EBITDA is calculated as income (loss) from continuing operations less interest expense, amortization of

deferred financing costs, income taxes and depreciation and amortization expense. OMNOVA’s Adjusted EBITDA is

calculated as OMNOVA’s EBITDA less restructuring and severance expenses, asset impairments, non-cash stock

compensation and other items. Segment EBITDA is calculated as segment operating income (loss) less interest

expense, amortization of deferred financing costs, income taxes and depreciation and amortization expense.

Segment Adjusted EBITDA is calculated as Segment EBITDA less restructuring and severance expenses, asset

impairments, non-cash stock compensation and other items. For purposes of this presentation, Net Debt is

calculated as total debt less cash.

ELIOKEM’s EBITDA is calculated as net income less interest expense, amortization of deferred financing costs,

income taxes and depreciation and amortization expense. ELIOKEM’s Adjusted EBITDA is calculated as ELIOKEM’s

EBITDA less restructuring and severance expenses, asset impairments and other items.

EBITDA, Adjusted EBITDA and Net Debt are not measures of financial performance under GAAP. EBITDA, Adjusted

EBITDA and Net Debt are not calculated in the same manner by all

companies and, accordingly, are not necessarily

comparable to similarly titled measures of other companies and may not be appropriate measures for comparing

performance relative to other companies. EBITDA, Adjusted EBITDA and Net Debt should not be construed as

indicators of the Company’s operating performance or liquidity and should not be considered in isolation from or as

a substitute for net income (loss), cash flows from operations or cash flow data, which are all prepared in

accordance with GAAP. EBITDA, Adjusted EBITDA and Net Debt are not intended to represent, and should not be

considered more meaningful than or as an alternative to, measures of operating performance as determined in

accordance with GAAP. Management believes that presenting this information is useful to investors because these

measures are commonly used as analytical indicators to evaluate performance and by management to allocate

resources. Set forth below are the reconciliations of these non-GAAP measures to their most directly comparable

GAAP financial measure.

All appendix results are pro forma reflecting continuing business (including the acquisition of ELIOKEM and

excluding the sale of global wallcovering businesses).

31 -

Appendix 1 –

OMNOVA Consolidated

Appendix 1 –

OMNOVA Consolidated

($ Millions)

LTM

OMNOVA Solutions Consolidated

2008

2009

2010

2011

2012

Income (Loss) from Continuing Operations

(2.9)

27.4

117.2

16.7

41.3

Interest expense

12.3

7.5

8.0

35.3

34.8

Amortization of deferred financing costs

0.7

0.6

0.7

2.7

Income Tax

0.1

1.0

(83.9)

13.4

14.1

Depreciation and amortization

20.9

20.4

18.7

33.5

32.8

EBITDA

31.1

56.9

60.7

101.6

125.7

Restructuring & severance

0.6

1.9

0.6

2.2

1.5

Asset impairments

1.1

2.7

3.1

0.8

Non-cash stock compensation

2.1

2.4

3.2

3.6

4.1

Other

1.2

(0.5)

11.2

3.7

(10.1)

Adjusted EBITDA

35.0

61.8

78.4

114.2

122.0

Sales

766.7

625.3

781.7

1201.1

1,173.0

Percentage of Adjusted EBITDA to Sales

4.6%

9.9%

10.0%

9.5%

10.4%

LTM

Combined Adjusted EBITDA

2008

2009

2010

2011

2012

OMNOVA Solutions Adjusted EBITDA

35.0

61.8

78.4

114.2

122.0

Eliokem International Adjusted EBITDA

34.6

35.1

48.7

Combined Adjusted EBITDA

69.6

96.9

127.1

114.2

122.0

Combined Sales

OMNOVA Solutions

766.7

625.3

781.7

1201.1

1,173.0

Eliokem International

289.5

229.5

288.4

Combined Sales

1,056.2

854.8

1,070.1

1,201.1

1,173.0

Percentage of Combined Adjusted EBITDA

to Combined Sales

6.6%

11.3%

11.9%

9.5%

10.4%

LTM: Last Twelve Months Through August 31, 2012

32 -

Appendix 2 –

Decorative Products

Appendix 2 –

Decorative Products

($ Millions)

LTM

Decorative Products Segment

2008

2009

2010

2011

2012

Segment Operating Profit

(7.2)

2.2

(3.2)

(1.3)

7.5

Interest expense

Amortization of deferred financing costs

Income Tax

Depreciation and amortization

9.5

10.2

9.0

8.5

7.9

EBITDA

2.3

12.4

5.8

7.2

15.4

Restructuring & severance

0.4

1.4

0.1

1.1

1.6

Asset impairments

0.4

2.7

3.1

0.9

Non-cash stock compensation

0.9

0.6

0.5

0.9

Other

4.3

0.4

Adjusted EBITDA

3.6

14.8

13.4

12.3

18.8

Sales

245.1

228.5

253.8

249.2

256.6

Percentage of Adjusted EBITDA to Sales

1.5%

6.5%

5.3%

4.9%

7.3%

LTM: Last Twelve Months Through August 31, 2012

33 -

Appendix 3 –

Performance Chemicals

Appendix 3 –

Performance Chemicals

($ Millions)

LTM

Performance Chemicals

2008

2009

2010

2011

2012

Segment Operating Profit

25.2

47.9

73.3

86.5

95.1

Interest expense

Amortization of deferred financing costs

Income Tax

Depreciation and amortization

10.9

9.9

9.4

24.6

24.5

EBITDA

36.1

57.8

82.7

111.1

119.6

Restructuring & severance

0.1

0.2

1.5

1.1

Asset impairments

0.7

Non-cash stock compensation

1.2

0.8

1.2

1.3

1.4

Other

0.1

0.2

(9.6)

(0.2)

Adjusted EBITDA

37.5

59.7

75.8

113.5

120.8

Sales

521.6

396.8

527.9

951.9

916.4

Percentage of Adjusted EBITDA to Sales

7.2%

15.0%

14.4%

11.9%

13.2%

LTM

Combined Adjusted EBITDA

2008

2009

2010

2011

2012

Performance Chemicals Adjusted EBITDA

37.5

59.7

75.8

113.5

120.8

Eliokem International Adjusted EBITDA

34.6

35.1

48.7

Combined Adjusted EBITDA

72.1

94.8

124.5

113.5

120.8

Combined Sales

Performance Chemicals

521.6

396.8

527.9

951.9

916.4

Eliokem International

289.5

229.5

288.4

Combined Sales

811.1

626.3

816.3

951.9

916.4

Percentage of Combined Adjusted EBITDA

to Combined Sales

8.9%

15.1%

15.3%

11.9%

13.2%

LTM: Last Twelve Months Through August 31, 2012

34 -

Appendix 4 –

Combined Pro Forma PC & ELIOKEM

Appendix 4 –

Combined Pro Forma PC & ELIOKEM

($ Millions)

ELIOKEM International

2008

2009

2010

Net Income

(2.5)

1.2

0.4

Interest expense

17.5

16.8

16.0

Amortization of deferred financing costs

0.5

0.4

Income Tax

(3.3)

1.3

2.6

Depreciation and amortization

14.3

13.4

13.2

EBITDA

26.5

33.2

32.6

Restructuring & severance

1.1

3.9

1.1

Asset impairments

Non-cash stock compensation

Other

7.0

(2.0)

15.0

Adjusted EBITDA

34.6

35.1

48.7

Sales

289.5

229.5

288.4

Percentage of Adjusted EBITDA to Sales

12.0%

15.3%

16.9%

35 -

Appendix 5 –

Net Debt / Leverage

Appendix 5 –

Net Debt / Leverage

($ Millions)

Asian Acq

Year-End

Eliokem

Year-End

LTM

OMNOVA Solutions Consolidated

May 31, 2008

2008

2009

2010*

Dec 31, 2010

2011

2012

Total Debt

206.9

196.4

152.7

397.2

460.8

459.6

456.2

Less Cash

(13.1)

(17.4)

(41.5)

(328.8)

(84.7)

(103.1)

(151.0)

Net Debt

193.8

179.0

111.2

68.4

376.1

356.5

305.2

Adjusted EBITDA (Appendix 1)

35.0

61.8

78.4

114.2

122.0

Net Debt / Adjusted EBITDA

5.1

1.8

0.9

3.12

2.50

LTM: Last Twelve Months Through August 31, 2012

* 2010 Total Debt includes $250.0M of Senior Notes held in escrow and 2010 cash includes restricted cash of $253.1M

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