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COMPANY CONFIDENTIAL
Why OMNOVA Solutions?
A Look Forward
3rd Quarter 2016
Investor Presentation
Global Innovator of Performance-Enhancing
Chemistries and Surfaces
Exhibit 99.1
COMPANY CONFIDENTIAL
Cautionary Statements
2
Forward-Looking Statements
This presentation includes descriptions of OMNOVA's current business, operations, assets and other matters affecting the Company as well as "forward-looking statements" as defined by federal
securities laws. All forward-looking statements by the Company, including verbal statements, 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, debt and cash levels, sales, profits, earnings, markets, products, technology, operations, customers, raw materials,
claims and litigation, 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," "committed," and similar expressions or phrases identify forward-looking statements.
All descriptions of OMNOVA's current business, operations and assets, as well as all forward-looking statements, involve risks and uncertainties. Many risks and uncertainties are inherent in business
generally. Other risks and uncertainties are more specific to the Company's businesses and strategy, or to any new businesses the Company may enter into or acquire. There also may be risks and
uncertainties not currently known to the Company. The occurrence of any such risks and uncertainties and the impact of such occurrences is often not predictable or within the Company's control. Such
impacts could adversely affect the Company's business, operations or assets as well as the Company's results and the value of your investment in the Company. In some cases, such impact could be
material. Certain risks and uncertainties facing the Company are described below or in the Company's Quarterly Report on Form 10-Q and Annual Report and the value of your investment in the
Company on Form 10-K.
All written and verbal descriptions of OMNOVA's current business, operations and assets and all 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 or referenced herein. All such descriptions and any forward-looking statement speak only as of
the date on which such description or 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 such description or forward-looking statements whether as a result of new information, future events or otherwise.
The Company's actual results and the value of your investment in OMNOVA may differ, perhaps materially, from expectations due to a number of risks and uncertainties including, but not limited to: (1)
the Company's exposure to general economic, business, and industry conditions; (2) the risk of doing business in foreign countries and markets; (3) changes in raw material prices and availability; (4)
the highly competitive markets the Company serves; (5) extraordinary events such as natural disasters, political disruptions, terrorist attacks and acts of war; (6) extensive and increasing United States
and international governmental regulation, including environmental, health and safety regulations; (7) the Company's failure to protect its intellectual property or defend itself from intellectual property
claims; (8) claims and litigation; (9) changes in accounting policies, standards, and interpretations; (10) the actions of activist shareholders; (11) the Company's inability to achieve, or achieve in a timely
manner, the objectives and benefits of cost reduction initiatives; (12) the Company's ability to develop and commercialize new products at competitive prices; (13) the concentration of OMNOVA's
Performance Chemicals business and certain Engineered Surfaces market segments, among several large customers; (14) the creditworthiness of the Company's customers; (15) the failure of a joint
venture partner to meet its commitments; (16) the Company's ability to identify and complete strategic transactions; (17) the Company's ability to successfully integrate acquired companies; (18)
unanticipated capital expenditures; (19) risks associated with the use, production, storage, and transportation of chemicals; (20) information system failures and breaches in security; (21) continued
increases in healthcare costs; (22) the Company's ability to retain or attract key employees; (23) the Company's ability to renew collective bargaining agreements with employees on acceptable terms
and the risk of work stoppages; (24) the Company's contribution obligations under its U.S. pension plan; (25) the Company's reliance on foreign financial institutions to hold some of its funds; (26) the
effect of goodwill impairment charges; (27) the volatility in the market price of the Company's common shares; (28) the Company's substantial debt position; (29) the decision to incur additional debt;
(30) the operational and financial restrictions contained in the Company's indenture; (31) a default under the Company's term loan or revolving credit facility; and (32) the Company's ability to generate
sufficient cash to service its outstanding debt.
OMNOVA Solutions provides greater detail regarding these risks and uncertainties in its 2015 Form 10-K and subsequent filings, which are available online at www.omnova.com and www.sec.gov.
OMNOVA Solutions Inc. is a global innovator of performance-enhancing chemistries and surfaces used in products for a variety of commercial, industrial and residential applications. As a strategic
business-to-business supplier, OMNOVA provides The Science in Better Brands, with emulsion polymers, specialty chemicals, and functional and decorative surfaces that deliver critical performance
attributes to top brand-name, end-use products sold around the world. OMNOVA's sales for the fiscal year ended August 31, 2016, were $773 million. The Company has a global workforce of
approximately 1,950. Visit OMNOVA Solutions on the internet at www.omnova.com.
Non-GAAP Financial Measures
This presentation includes certain non-GAAP financial measures as defined by the Securities and Exchange Commission, such as Adjusted Segment Operating Profit, Adjusted Segment
EBITDA, Adjusted Income from Continuing Operations, Adjusted Diluted Earnings Per Share from Continuing Operations, Adjusted Consolidated EBITDA and Net Leverage Ratio. For a
reconciliation to the most directly comparable GAAP financial measures, refer to the Appendix.
COMPANY CONFIDENTIAL 3
COMPANY CONFIDENTIAL 4
COMPANY CONFIDENTIAL 5
COMPANY CONFIDENTIAL 6
COMPANY CONFIDENTIAL 7
COMPANY CONFIDENTIAL
OMNOVA Solutions Today
Global innovator of performance enhancing chemistries and surfaces
8
$773M*
SALES
26%
Performance Chemicals
Latex Binders │ Acrylics │ Resins │Hollow
Plastic Pigments │ Fluorosurfactants │
Opacifiers │ Bio-Based Polymers
Engineered Surfaces
Coated Fabrics │ Specialty Laminates │
Performance Films
*OMNOVA consolidated sales for LTM ended August 31, 2016.
Deep and broad technical
expertise
Leading player in key specialty
applications
Small percentage of finished product
cost, but critical to overall performance
8
$216M
72%
$557M
Operating in two business segments
COMPANY CONFIDENTIAL
Well-Positioned for Strong Continued Earnings
Momentum and Cash Generation
9
Near-term (2016-2017) drivers
Medium to longer term (2016-2018+) drivers
reversed trend in specialty
businesses
$0
$50
$100
$150
$200
2010 Adjusted
EBITDA
Paper / carpet
latex erosion
Growth in
specialty
businesses
2014 Adjusted
EBITDA
Growth in
paper / carpet
Margin
expansion via
cost reduction /
pricing
Growth in
specialty
businesses
Above market
sales growth
Higher margins
from improved
mix / specialty
focus
New product
development
Medium term
potential
A
d
justed
E
B
IT
D
A
(
$m
)
COMPANY CONFIDENTIAL
Goals Reflect Continuing Transition To
Specialty Focus
Adjusted Segment
Operating Margin*
6.9%
8.9%
Mid
Teens
*Non-GAAP adjusted values, GAAP reconciliation in the appendix.
10
2014 2015 Goal
Growth:
2X Underlying Specialty Markets
› Specialty Volume
Growth
› High Margin New
Product Introductions
› Commercial
Excellence
› Cost Reductions
› Value Based Pricing
› Mix
Market Spectrum
Small, Low Price, Local
Chemical Companies
↓
Le
vel
o
f
T
e
c
hnolog
y
Willingness to Collaborate and
Customize
High Low
High
↑
Large Global, Vertically
Integrated Chemical
Companies
Market Opportunity
OMNOVA
↓
10.6%
LTM
Q3 2016
COMPANY CONFIDENTIAL
Drive
Improved
Return On
Investment
Accelerate
Growth
In Specialty
Businesses
Deploy a
Balanced
Capital
Allocation
Policy
Our Value-Creating Strategic Priorities
How we’ll get there
11
OPERATIONAL
FINANCIAL
Expand Margins,
Generate Cash In
Performance
Materials
Businesses
COMPANY CONFIDENTIAL
Accelerate Growth In Specialty Businesses
Grow specialty greater than underlying markets
12
Targeting Specialty
Growth Markets
› Higher growth, higher
margin businesses
› Strong position from
which to build…significant
opportunities to grow
share
› Footprint actions enhance
specialty focus
Strengthening
Commercial
Excellence
› Sales, marketing and
product development
working as one
› Cross-selling
› Value based pricing
› More aggressive strategic
marketing plans
› Stronger key account
value added selling
Accelerate
Growth
In Specialty
Businesses
Strengthening
Leadership &
Capabilities
› Enhanced organization in
place end of 2015
Strong, Broad-
Based Technology
w/ Global Footprint
› Facilities on three
continents
› Global quality and
consistency
› Willingness and ability to
customize
Deploy a
Balanced
Capital
Allocation
Policy
Drive
Improved
Return On
Investment
Expand Margins,
Generate Cash In
Performance
Materials
Businesses
COMPANY CONFIDENTIAL
Specialty Growth: Targeted Markets
Targeting robust markets with demand for high performance, high margin products
13
% = Estimated Market Growth Rate
*Market data based on internal estimates and OMNOVA’s place in the value chain.
PC ES PC PC/ES PC PC ES
Common characteristics: higher margin, large and growing markets, customer need
for differentiation, strong OMNOVA niche position with ability to grow
Coatings
CASE
Laminates Nonwovens
Construction
Materials
Elastomeric
Modifiers
Oil & Gas
Coated
Fabrics
› Masonry
› Intumescent (fire
resistant)
› Direct-to-metal
› Primers
› Odor and stain
blocking
› Wood treatment
$25.0B
Market
Potential*
3 – 4%/yr
› Retail display
› Cabinets
› Food service
› Kitchen and bath
› Recreational vehicles
› Flooring
› Healthcare
› Commercial furniture
$4.5B
Market
Potential*
2 - 3%/yr
› Diapers
› Adult incontinence
› Healthcare
› Wipes
› Transportation
› Filtration
$25.0B
Market
Potential*
3 - 5%/yr
› Concrete
› Adhesives
› Tape
› Release coatings
› Wallboard
› Roofing
>$25.0B
Market
Potential*
3 - 5%/yr
› Transportation
› Industrial
› Consumer
thermoplastic
products
>$10.0B
Market
Potential*
3 - 5%/yr
› Drilling
› Cementing
› Fracking
$5.5B
Market
Potential*
3 - 5%/yr
› Asian auto market
› Hospital applications
› Restaurant seating
› Mass-transit seating
>$1.0B
Market
Potential*
4 - 6%/yr
COMPANY CONFIDENTIAL
80%
39%
20%
61%
Pre-2010 2015
87%
59%
11%
20%
2%
21%
Pre- 0 2015
Diversifying Chemistries & Geographies
Increased access to specialty markets
14
Other
Chemistries
SB Latex
Asia
Europe
N. America
Diversifying Chemistries &
Markets in Performance
Chemicals
Total OMNOVA Global
Expansion
COMPANY CONFIDENTIAL
OMNOVA
Performance*
Enhancing Product Development
Examples of recent new product platform innovations
15
New team, new processes, improved outcomes
Softwick
Finishing treatment for disposables
› Superior fluid management
› Less bulk, weight, cost
› Excellent softness
› Broad market applications
Pliotec
Direct-to-metal coating additive
› Best in class corrosion resistance &
adhesion
› Fewer formulating steps / lower costs
› No solvents
surf(x)
Retail display and chain-restaurant
elements
› 30% lower cost vs. high pressure laminates
› Up to 50% savings in life cycle maintenance
› Better design and appearance = higher
customer sales and profit
› Large market opportunity – including fast
growing food service
Nonwovens Coatings Laminates
Competitor
Performance*
*Actual results from ASTM performance test.
Several new
product
platforms
introduced
recently
COMPANY CONFIDENTIAL
Strengthening
Customer
Relationships
› Capture growth in carpet
and non-carpet flooring
› Greater focus on higher
growth specialty
paper/packaging
segments
› Value-based pricing
Expand Margins, Increase Cash Generation In
Performance Materials Businesses
16
Performance Materials – Paper, Carpet, Tire Cord, Antioxidants & Reinforcing Rubber
Lowering Our Cost
Base
› Realigning manufacturing
› Improving SG&A
effectiveness & efficiency
Improving Ability to
Serve
› New GM & management
team
› Target technology
offerings
Expand Margins,
Generate Cash In
Performance
Materials
Businesses
Deploy a
Balanced
Capital
Allocation
Policy
Accelerate
Growth
In Specialty
Businesses
Drive
Improved
Return On
Investment
COMPANY CONFIDENTIAL 17
Performance Materials Manufacturing Realignment
and SG&A Restructuring
Work substantially completed during 2Q 2016 – Savings on track
~300M lbs
N. America SB capacity
reduction
>90%
N. America SB capacity
utilization (previously 62%)
$14M - $17M
in expected annual
operating savings by 2017
Realigned Manufacturing
Footprint
through facility closures, capacity reductions, and
manufacturing consolidations
Restructured SG&A
Company-Wide
by appointing new global leadership in Performance
Chemicals segment and reorganizing regional and
commercial structure
COMPANY CONFIDENTIAL
Drive Improved Return On Investment
Driving to returns in excess of cost of capital
18
Lowering Our Cost
Base
› Increased capacity
utilization
› Footprint optimization
› Repurposing to
specialty
› Cost reductions
› LEAN SixSigma
Managing Working
Capital
› Significant reduction of
working capital days by
2019
› More robust SOIP
process
› Incentive alignment
Expanding Margins
Through
Commercial
Excellence
› New high-margin product
initiatives
› Value-pricing
› Specialty growth
Drive
Improved
Return On
Investment
Deploy a
Balanced
Capital
Allocation
Policy
Expand Margins,
Generate Cash In
Performance
Materials
Businesses
Accelerate
Growth
In Specialty
Businesses
COMPANY CONFIDENTIAL
Successful implementation of our
business strategy beginning to bear
fruit…
› Accelerating growth in Specialty businesses
› Expanding margins, generating cash in
Performance Materials businesses
› Driving improved return on investment and
balancing capital allocation
…amidst positive market backdrop
› Stabilizing raw material environment
› Favorable end market outlook
› Specialty businesses aligned with robust
growth markets
2016 is Beginning to Evidence Success in Execution
of Strategy
› 3.5% YoY LTM adjusted EBITDA growth in Q3 2016A
› 6th consecutive quarter of YoY adjusted EPS
improvement
19
*Non-GAAP adjusted values; GAAP reconciliation in the appendix.
$13
$21
$22 $22
$15
$24
$22
$70
$80
$90
$100
$110
$0
$6
$12
$18
$24
$30
Q1
2015
Q2
2015
Q3
2015
Q4
2015
Q1
2016
Q2
2016
Q3
2016
($
m
)
($
m
)
Quarterly Adjusted EBITDA* Rolling LTM*
COMPANY CONFIDENTIAL
Deploy a Balanced Capital Allocation Policy
Strategy
20
Strategic Growth
Investments
› Bolt-on M&A to support
specialty businesses
› Funded by growth in
EBITDA and cash flow
Disciplined
Approach to
Capital Spending
› Focused on key growth
markets
De-Levering
Business
› Targeting 2.0x total net
leverage through cycle
Drive
Improved
Return On
Investment
Deploy a
Balanced
Capital
Allocation
Policy
Expand Margins,
Generate Cash In
Performance
Materials
Businesses
Accelerate
Growth
In Specialty
Businesses
COMPANY CONFIDENTIAL 21
Consistent deleveraging since Eliokem acquisition
Record of Cash Generation and De-Leveraging
Refinance completed in Q3 2016
Reduced gross debt by ~$89M since 2011
Disciplined balance sheet management
› Redeemed $50M of bonds in November 2014 and November
2015 respectively with excess cash
Strong cash conversion driven by:
› Improved earnings
› Low maintenance capex requirement
› Working capital management
› No US cash taxes in near term (Federal N.O.L. $107.4)
OMNOVA Gross Debt Over Time
*Gross debt excluding senior notes of $150M to be redeemed on November 1, 2016 and OID of $3.5M.
$144
$394
$456 $452 $449
$412
$357
$408
$367*
$50
$150
$250
$350
$450
$550
2009 2010 2011 2012 2013 2014 2015 End
of 3Q
2015
End
of 3Q
2016
COMPANY CONFIDENTIAL
Capital Structure / Liquidity / Net Leverage
Liquidity
Revolver $64
• Balance Drawn
• Letters of Credit
$0
$0
Remaining Capacity $64
Cash** $70
Total Liquidity $134
22
As of August 31, 2016
(In millions)
Third quarter debt cost ~ 5.8% / sufficient liquidity
Net Leverage Ratio
Total Net Debt*** $291
LTM EBITDA*** $83
Net Leverage Ratio*** 3.5x
DEBT = $367*
$17
$350
Foreign Debt & Other
• Capital lease
• Letters of credit
Term Loan B
(excluding OID 3.5M)
• 2023 maturity
• L+425; floor 1.00%
• Total Net Leverage Ratio
Covenant
. * Debt is Total Debt less $150M of senior notes which will be redeemed on November 1, 2016.
** Cash is Total Cash less $156M committed to the redemption of senior notes, including accrued but unpaid interest, on November 1, 2016.
***Non-GAAP adjusted values, GAAP reconciliation in the appendix.
COMPANY CONFIDENTIAL 23
History of Taking Decisive Action
Strategic portfolio actions to drive shareholder value
Proactive actions partially offset headwinds in performance materials businesses
• Access to fast-
growing Asian
markets
• Upgrade
capabilities
• Low-cost
manufacturing
• Expand global
manufacturing
and technology
footprint
• Accelerate
market growth
• Broaden
capabilities in
specialty growth
applications
• Serves coatings
and oil & gas
markets
• Exit structurally
impaired market
• Close
Columbus, MS
facility
• Specialty latex
for fast growing
Asian
applications
• Manufacturing on
three continents
to serve global
and regional
customers
• Non-strategic
Business
• Accelerate growth in
specialty businesses
• Expand margins,
generate cash in
performance materials
businesses
• Drive improved return
on investment
• Deploy a balanced
capital allocation policy
• Repurpose footprint
in a capital efficient
manner to drive
>90% capacity
utilization
• Closing of Akron,
OH emulsion facility
• Closing of Calhoun,
GA SB latex facility
and excess SB
capacity in Moga-
dore, OH
• Sold Indian manu-
facturing assets
Spinoff from
GenCorp
Sold Commercial
Roofing Division
100% Ownership
Engineered
Surfaces
China/Thailand
Acquired
ELIOKEM Specialty
Chemicals
Sold Global
Wallcovering
Opened Chemical
Plant in Caojing,
China
1999 2006 2008 2010 2011 2012
2016
-18
Path to Profitable
Growth and
Margin Expansion
2014
-16
Manufacturing
Footprint
Realignment
COMPANY CONFIDENTIAL
Engineered Surfaces Adjusted
Segment Operating Profit ($M)*
24
Engineered Surfaces transformation provides model for Performance Chemicals
Strong cash and profitability contributor
2011
Key Actions
› Strategically sold market-impaired wallcovering business
› Closed and consolidated manufacturing while enhancing
new product development capabilities to enter new high
growth, high margin markets
› Rationalized low margin customers/products
› Enhanced leadership and upgraded commercial team
Future Opportunities
› Value proposition and manufacturing capability to grow
market share in laminates and coated fabrics
› International application of technology
› Continuing to streamline costs
2015
$3
$22
Engineered Surfaces Transformed
*Non-GAAP adjusted values, GAAP reconciliation in the appendix.
COMPANY CONFIDENTIAL
› Exciting opportunities to grow higher margin Specialty businesses
› Strengthened innovation and commercial excellence process
› Positive momentum in margin expansion, earnings growth and cash
generation
› Significantly lowered cost base and reconfigured manufacturing
footprint
› Diverse technologies and global footprint enhance Specialty
businesses
› Upgraded leadership team
Why OMNOVA Solutions?
On track to achieve our future state
25
26
Appendix
COMPANY CONFIDENTIAL
0
30
60
90
120
150
Ce
nts
pe
r lb
27
SB Lower Raw Material Costs and Performance
Features Contribute to Greater Cost-in-Use Advantage
SB latex has returned to historical cost advantaged position
Comparison of N.A. raw material input costs (only) of emulsion polymer systems 2000-2017
Source: ICIS, CMAI
Vinyl-Acetate-Ethylene
Vinyl-Acrylic
Styrene-Butadiene
Styrene-Acrylic
100% Acrylic
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016P 2017P
COMPANY CONFIDENTIAL
Total Company
Sales by End Market
28
Refurbishment
& new
construction
40%
Paper and
packaging
15%
Transportation
21%
Industrial /
Other
11%
Personal
hygiene
7%
Oilfield
6%
Note: Financials breakdown as of 2015 FYE. Financials inclusive of Indian rubber business sold in Q1 2016.
Engineered Surfaces
Industrial /
Other
15%
Transportation
37% Residential
housing
25%
Commercial
buildings
23%
[CATEGORY
NAME]
[PERCENTAG
E]
Paper &
packaging
20%
Transportation
15%
Industrial
10%
Personal
hygiene
10%
Oilfield
8%
Performance Chemicals
Broad and diverse end markets
COMPANY CONFIDENTIAL
This presentation includes Adjusted Segment Operating Profit, Adjusted Segment EBITDA, Adjusted Income from Continuing Operations Before Income
Taxes, Adjusted Consolidated EBITDA and other financial measures which are Non-GAAP financial measures as defined by the Securities and Exchange
Commission.
OMNOVA’s Adjusted Segment Operating Profit is calculated as Segment Operating Profit (Loss) less restructuring and severance expenses, asset
impairments and other items. Adjusted Segment EBITDA is calculated as Adjusted Segment Operating Profit less depreciation and amortization expense
less accelerated depreciation.
OMNOVA’s Adjusted Income from Continuing Operations Before Income Taxes is calculated as Adjusted Segment Operating Profit less corporate expenses,
interest, restructuring and severance, asset impairments and other items. OMNOVA’s Adjusted EBITDA is calculated as Adjusted Income from Continuing
Operations Before Income Taxes less interest expense less debt premium and depreciation and amortization expense less accelerated depreciation.
Adjusted Segment Operating Profit and Adjusted Segment and/or Consolidated EBITDA and the other financial measures (collectively, the “Non-GAAP
financial measures”) 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. The Non-GAAP financial measures 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. The Non-GAAP financial measures 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 in the appendices are the reconciliations of these Non-
GAAP financial 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 the global wallcovering
business).
Appendix – Non-GAAP Financial Measures
29
COMPANY CONFIDENTIAL
Appendix 1 – Reconciliation of Reported Segment Sales
and Operating Profit to Net Sales and Net (Loss) Income
30
(In millions) 2016 2015 2016 2015
Net Sales
Performance Chemicals
Performance Materials 71.5$ 83.0$ 215.5$ 252.9$
Specialty Chemicals 72.0 70.6 200.0 214.1
Total Performance Chemicals 143.5$ 153.6$ 415.5$ 467.0$
Engineered Surfaces
Coated Fabrics 17.1$ 21.7$ 54.5$ 65.9$
Laminates and Performance Films 35.0 35.6 102.9 105.1
Total Engineered Surfaces 52.1$ 57.3$ 157.4$ 171.0$
Total Net Sales 195.6$ 210.9$ 572.9$ 638.0$
Segment Operating Profit
Performance Chemicals 17.3$ 7.5$ 42.4$ 27.4$
Engineered Surfaces 3.9 5.2 13.8 14.2
Interest expense (5.9) (6.8) (17.4) (20.5)
Corporate expense (6.6) (6.0) (20.9) (18.7)
Shareholder activist costs — — — (1.9)
Operational, administrative, and other improvement costs — — 0.4 (0.4)
Asset impairment — — — (0.6)
Acquisition and integration related expense (0.4) — (0.4) (0.4)
Deferred financing fees write-off (1.7) — (1.7) —
Income (Loss) From Continuing Operations Before Income Taxes 6.6 (0.1) 16.2 (0.9)
Income tax expense (benefit) 1.9 (0.5) 5.4 (1.1)
Income from continuing operations 4.7 0.4 10.8 0.2
Discontinued operations, net of tax — — — 0.9)
Net Income 4.7$ 0.4$ 10.8$ 1.1$
Depreciation and amortization 6.8$ 9.8$ 23.5$ 23.9$
Capital expenditures 5.8$ 4.8$ 16.5$ 15.3$
Three Months Ended Nine Months Ended
August 31, August 31,
COMPANY CONFIDENTIAL
Appendix 2 – Performance Chemicals
31
(Dollars in millions except per share data) 2012 2013 2014 2015 *LTM
Sales $ 864.5 $ 773.0 $ 746.5 $ 608.1 $ 556.6
Segment Operating Profit $ 89.6 $ 64.1 $ 46.2 $ 15.9 $ 30.9
Management Excluded Items
Restructuring and severance - 2.1 0.5 4.3 3.0
Environmental costs - - 1.0 2.8 2.8
Gain on asset sales - (0.3) - - -
Asset impairment, facility closure costs and other - 0.2 - 18.4 20.1
Accelerated depreciation on production transfer - 1.0 2.2 5.8 5.9
Operational Improvements costs - - - 5.0 0.5
Vacation accrual adjustment - - - - (1.4)
Subtotal for Management Excluded Items - 3.0 3.7 36.3 30.9
Adjusted Segment Operating Profit $ 89.6 $ 67.1 $ 49.9 $ 52.2 $ 61.8
Adjusted Segment Operating Profit as a % of Sales 10.4% 8.7% 6.7% 8.6% 11.1%
Adjusted Segment Operating Profit $ 89.6 $ 67.1 $ 49.9 $ 52.2 $ 61.8
Segment Depreciation and Amortization excluding accelerated
depreciation 24.1 25.3 25.8 21.1 20.3
Segment Adjusted EBITDA $ 113.7 $ 92.4 $ 75.7 $ 73.3 $ 82.1
Segment Adjusted EBITDA as a % of Sales 13.2% 12.0% 10.1% 12.1% 14.8%
Segment Capital Expenditures $ 25.1 $ 23.0 $ 21.8 $ 12.6 $ 14.6
*LTM: As of August 2016
Year Ended November 30,
COMPANY CONFIDENTIAL
Appendix 3 – Engineered Surfaces
32
(Dollars in millions except per share data) 2012 2013 2014 2015 *LTM
Sales $ 261.0 $ 245.1 $ 241.1 $ 229.9 $ 216.3
Segment Operating Profit $ 3.8 $ 15.6 $ 19.2 $ 18.9 $ 18.5
Interest Expense - - - - -
Inc (loss) From Continuing Operations
before Income Taxes $ 3.8 $ 15.6 $ 19.2 $ 18.9 $ 18.5
Management Excluded Items
Restructuring and severance 1.5 3.0 0.2 1.5 1.7
Environmental costs - - - 0.2 -
Gain on asset sales - (5.1) - - -
Asset impairment, facility closure costs and other 1.0 2.6 0.2 1.6 0.7
Gain on settlement of Note Receivable - 0.9 (1.1) - -
Coated Fabrics Manufacturing Transition Costs 3.0 0.7 - - -
Vacation accrual adjustment - - - - (1.0)
Subtotal for Management Excluded Items 5.5 2.1 (0.7) 3.3 1.4
Adjusted Segment Operating Profit $ 9.3 $ 17.7 $ 18.5 $ 22.2 $ 19.9
Adjusted Segment Operating Profit as a % of Sales 3.6% 7.2% 7.7% 9.7% 9.2%
Adjusted Segment Operating Profit $ 9.3 $ 17.7 $ 18.5 $ 22.2 $ 19.9
Segment Depreciation and Amortization excluding accelerated
depreciation 7.6 7.0 6.1 6.0 6.3
Segment Adjusted EBITDA $ 16.9 $ 24.7 $ 24.6 $ 28.2 $ 26.2
Segment Adjusted EBITDA as a % of Sales 6.5% 10.1% 10.2% 12.3% 12.1%
Segment Capital Expenditures $ 7.0 $ 5.2 $ 6.7 $ 8.5 $ 7.8
*LTM: As of August 2016
Year Ended November 30,
COMPANY CONFIDENTIAL
Appendix 4 – OMNOVA Consolidated
33
(Dollars in millions except per share data) 2012 2013 2014 2015 *LTM
Sales $ 1,125.5 $ 1,018.1 $ 987.4 $ 838.0 $ 772.9
PC Adjusted Segment Operating Profit $ 89.6 $ 67.1 $ 49.9 $ 52.2 $ 61.8
ES Adjusted Segment Operating Profit 9.3 17.7 18.5 22.2 19.9
Total Adjusted Segment Operating Profit $ 98.9 $ 84.8 $ 68.4 $ 74.4 $ 81.7
Adjusted Segment Operating Profit as a % of Sales 8.8% 8.3% 6.9% 8.9% 10.6%
Corporate Expense (20.0) (21.3) (20.8) (27.6) (28.1)
Interest Expense (36.5) (31.9) (32.9) (28.3) (25.2)
Corporate Excluded Items
Restructuring and severance - - - 0.1 0.1
Enviornmental Costs - - - - -
Asset impairment, facility closure costs and other - - - 0.6 -
Accelerated depreciation on production transfer - - - - -
Operational Improvements costs - - - 0.4 -
Deferred Financing Fees Written-Off - 1.5 0.8 0.6 2.4
Corporate Headquarters Relocation Costs - 0.1 0.6 - (0.2)
Other financing costs - - 2.4 1.0 1.0
Shareholder activist costs - - - 1.9 -
Acquisition and integration related expense - - - 0.4 0.4
Vacation accrual adjustment - - - - (0.6)
Subtotal for Management Excluded Items - 1.6 3.8 5.0 3.1
Adjusted Income from Continuing Operations before Income Taxes $ 42.4 $ 33.2 $ 18.5 $ 23.5 $ 31.5
Tax Expense (30% rate)** (12.7) (10.0) (5.6) (7.0) (9.5)
Adjusted Income From Continuing Operations 29.7 23.2 $ 12.9 $ 16.5 $ 22.0
Adjusted Diluted Earnings Per Share from Adjusted
Income from Continuing Operations *** $ 0.65 $ 0.50 $ 0.28 $ 0.36 $ 0.49
**Tax rate is based on the Company's estimated normalized annual effective tax rate
*** Adjusted EPS is calculated using Diluted Shares Outstanding at the end of the period
Adjusted Income from Continuing Operations before Income Taxes $ 42.4 $ 33.2 $ 18.5 $ 23.5 $ 31.5
Interest Expense (Excluding debt premium ) 36.5 31.9 30.9 27.3 24.2
Depreciation and Amortization excluding accelerated depreciation 32.0 32.6 32.5 28.2 27.7
Consolidated Adjusted EBITDA $ 110.9 $ 97.7 $ 81.9 $ 79.0 $ 83.4
Consolidated Adjusted EBITDA as a % of Sales 9.9% 9.6% 8.3% 9.4% 10.8%
Consolidated Capital Expenditures $ 32.9 $ 29.2 $ 29.8 $ 24.0 $ 25.1
Net Leverage
Total Short and Long Term Debt**** 452.2 448.6 412.0 356.7 517.0
Less Cash and Restricted Cash (148.5) (164.9) (99.5) (44.9) (226.2)
Net Debt 303.7 283.7 312.5 311.8 290.8
Net Leverage Ratio***** 2.7 X 2.9 X 3.8 X 3.9 X 3.5 X
**** LTM Excludes OID of $3.5M
***** The above calculation is not intended to be used for purposes of calculating debt covenant compliance
Year Ended November 30,
COMPANY CONFIDENTIAL
Appendix 5 – Consolidated Adjusted EBITDA
By Quarter
34
(Dollars in millions except per share data) 1st QTR 2nd QTR 3rd QTR 4th QTR 1st QTR 2nd QTR 3rd QTR
Sales 206.9$ 220.2$ 210.9$ 200.0$ 175.3$ 202.0$ 195.6$
Segment Operating Profit / Corporate Expense 2.4$ 10.5$ 6.7$ (12.4)$ 5.0$ 16.1$ 12.5$
Interest Expense (6.8) (6.9) (6.8) (7.8) (5.8) (5.7) (5.9)
Income (loss) From Continuing Operations Before
Income Taxes (4.4)$ 3.6$ (0.1)$ (20.2)$ (0.8)$ 10.4$ 6.6$
Management Excluded Items
Restructuring and severance - 1.1 3.2 1.7 1.6 1.1 0.4
Accelerated depreciation on production transfer - - 2.9 2.9 2.8 0.2 -
Operational improvements costs 1.4 1.5 1.6 0.9 - (0.4) -
Asset impairment, facility closure costs and other - 1.0 0.9 18.7 0.1 1.1 1.0
Environmental costs 0.2 (0.1) - 2.8 - - -
Deferred Financing Fees written-off 0.6 - 1.7
Corporate Headquarters relocation costs - - (0.2) - -
Other financing costs - - - 1.0 - - -
Shareholder activist costs 1.9 - - - - - -
Acquisition and integration related expense - 0.4 - - - 0.4
Vacation Accrual - - - - (0.8) (1.1) (1.0)
Subtotal for Management Excluded Items 3.5 3.9 8.6 28.6 3.5 0.9 2.5
Adjusted Segment Operating Profit / Corporate Expense
from Continuing Operations before Income Taxes (0.9)$ 7.5$ 8.5$ 8.4$ 2.7$ 11.3$ 9.1$
Tax Expense (30% rate)* 0.3 (2.3) (2.6) (2.5) (0.8) (3.4) (2.7)
Adjusted Income From Continuing Operations (0.6)$ 5.2$ 5.9$ 5.9$ 1.9$ 7.9$ 6.4$
Adjusted Diluted Earnings Per Share from Adjusted
Income from Continuing Operations (0.01)$ 0.11$ 0.13$ 0.13$ 0.04$ 0.18$ 0.14$
*Tax rate is based on the Company's estimated normalized annual effective tax rate
Consolidated Capital Expenditures 4.5$ 6.0$ 4.8$ 8.7$ 6.1$ 4.6$ 5.8$
Adjusted segment operating profit / corporate expense
from continuing operations before income taxes (0.9)$ 7.5$ 8.5$ 8.4$ 2.7$ 11.3$ 9.1$
Unallocated Corporate Interest Expense excluding debt premium 6.8 6.9 6.8 6.8 5.8 5.7 5.9
Depreciation and Amortization excluding accelerated depreciation 7.1 7.0 6.9 7.2 6.8 6.8 6.8
Consolidated Adjusted EBITDA 13.0$ 21.4$ 22.2$ 22.4$ 15.3$ 23.8$ 21.8$
Adjusted EBITDA as a % of sales 6.3% 9.7% 10.5% 11.2% 8.7% 11.8% 11.1%
2015 2016
COMPANY CONFIDENTIAL
Appendix 6 – LTM Consolidated Adjusted
EBITDA By Quarter
35
1st QTR 2nd QTR 3rd QTR 4th QTR 1st QTR 2nd QTR 3rd QTR
(Dollars in millions except per share data) LTM LTM LTM LTM LTM LTM LTM
Sales 968.4$ 922.2$ 881.0$ 838.0$ 806.4$ 788.2$ 772.9$
Segment Operating Profit / Corporate Expense 36.9$ 34.4$ 31.1$ 7.2$ 9.7$ 15.4$ 21.3$
Interest Expense (32.0) (31.2) (30.1) (28.3) (27.3) (26.1) (25.2)
Income (loss) From Continuing Operations Before
Income Taxes 4.9$ 3.2$ 1.0$ (21.1)$ (17.6)$ (10.7)$ (3.9)$
Management Excluded Items
Restructuring and severance 0.5 1.2 4.4 5.9 7.5 7.5 4.8
Accelerated depreciation on production transfer 1.6 1.0 3.3 5.8 8.6 8.8 5.9
Operational improvements costs 1.4 2.9 4.5 5.4 4.0 2.1 0.5
Asset impairment, facility closure costs and other 0.1 1.6 1.8 20.6 20.7 20.8 20.8
Environmental costs 1.2 1.1 1.2 3.0 2.8 2.9 2.8
Gain on settlement of note receivable (1.1) (0.4) (0.4) - - - -
Deferred Financing Fees written-off 0.8 0.8 0.8 0.6 0.6 0.6 2.4
Corporate Headquarters relocation costs 0.6 - 0.2 - (0.2) (0.2) (0.2)
Other financing costs 2.4 2.4 2.4 1.0 1.0 1.0 1.0
Shareholder activist costs 1.9 1.9 1.9 1.9 - - -
Acquisition and integration related expense - 0.4 0.4 0.4 0.4 - 0.4
Vacation Accrual - - - - (0.8) (1.9) (3.0)
Subtotal for Management Excluded Items 9.4 12.9 20.5 44.6 44.6 41.6 35.4
Adjusted Segment Operating Profit / Corporate Expense
from Continuing Operations before Income Taxes 14.3$ 16.1$ 21.5$ 23.5$ 27.0$ 30.9$ 31.5$
Tax Expense (30% rate)* (4.3) (4.8) (6.4) (7.0) (8.1) (9.3) (9.5)
Adjusted Income From Continuing Operations 10.0$ 11.3$ 15.1$ 16.5$ 18.9$ 21.6$ 22.1$
Adjusted Diluted Earnings Per Share from Adjusted
Income from Continuing Operations 0.22$ 0.26$ 0.34$ 0.36$ 0.42$ 0.49$ 0.49$
*Tax rate is based on the Company's estimated normalized annual effective tax rate
Consolidated Capital Expenditures 29.5$ 30.3$ 25.3$ 24.0$ 25.5$ 24.2$ 25.1$
Adjusted segment operating profit / corporate expense
from continuing operations before income taxes 14.3$ 16.1$ 21.5$ 23.5$ 27.0$ 30.9$ 31.5$
Unallocated Corporate Interest Expense excluding debt premium 32.0 29.2 30.1 27.3 26.3 25.1 24.2
Depreciation and Amortization excluding accelerated 'depreciation 31.4 30.2 29.0 28.2 28.0 27.7 27.7
Consolidated Adjusted EBITDA 77.7$ 75.5$ 80.6$ 79.0$ 81.3$ 83.7$ 83.4$
Adjusted EBITDA as a % of sales 8.0% 8.2% 9.1% 9.4% 10.1% 10.6% 10.8%
Net Leverage
Total short and long-term debt ** 410.4 409.1 408.2 356.7 356.1 355.6 517.0
Less C sh and restricted cash (83.1) (90.9) (101.6) (44.9) (43.5) (60.6) (226.2)
Net Debt (Debt less Cash and restricted cash) 327.3 318.2 306.6 311.8 312.6 295.0 290.8
Net Leverage Ratio*** 4.2 X 4.2 X 3.8 X 3.95 X 3.8 X 3.5 X 3.5
**Third quarter 2016 LTM Excludes OID of $3.5M
*** The above calculation is not intended to be used for purposes of calculating debt covenant compliance
2015 2016
COMPANY CONFIDENTIAL
Appendix 7 – Adjusted Return on Invested Capital
36
(In millions)
Trailing Twelve
Months Ended
August 31,
Adjusted Net Operating Profit after Tax 2016 2015 2014
Adjusted Income from Continuing Operations 22.0$ 16.5$ 12.9$
Interest add back excluding debt premium 24.2 27.3 30.9
Tax effect of interest add back* (7.3) (8.2) (9.3)
Total Adjusted Net Operating Profit after Tax 38.9$ 35.6$ 34.5$
Debt and Equity
Short-term Debt 4.0$ 2.5$ 5.6$
Senior Notes 150.0 150.0 200.0
Long-term Debt 359.5 204.2 206.4
Total Shareholders' Equity 130.4 109.1 150.5
Total Debt and Equity 643.9$ 465.8$ 562.5$
Adjusted Return on Invested Capital 6.0% 7.6% 6.1%
*Tax rate is based on the Company's estimated normalized annual effective tax rate of 30%.
Twelve Months Ended
November 30,
