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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

(Amendment No. 1)



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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2005

Commission File Number 1-15147



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OMNOVA Solutions Inc.

(Exact name
of registrant as specified in its charter)



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|                                         |  |                                     
|---------------------------------------- |  | ------------------------------------
|Ohio                                     |  | 34-1897652                          
|(State of Incorporation)                 |  | (I.R.S. Employer Identification No.)
|                                         | 
|175 Ghent Road, Fairlawn, Ohio           |  | 44333-3300                          
|(Address of principal executive offices) |  | (Zip Code)                          

Registrants telephone number, including area code (330) 869-4200



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Securities registered pursuant
to Section 12(b) of the Act:



|                                      |  |                                          
|------------------------------------- |  | -----------------------------------------
|Title of each class                   |  | Name of each exchange on which registered
|Common Stock, par value 10¢ per share |  | The New York Stock Exchange              

Securities registered pursuant to Section 12(g) of the Act: None



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Indicate by check mark 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  x    No ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.    Yes  x    No ̈

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No ̈

Indicate by check mark whether the registrant is shell company (as defined in Rule 12-b of the Exchange Act).    Yes ̈No  x

The
aggregate market value of the voting stock held by nonaffiliates of the registrant was $165,500,992, based on the closing price per share of $4.06 on May 31, 2005, the last business day of the registrants most recently completed second
fiscal quarter.

As of January 13, 2006, there were 41,261,381 outstanding shares of the Companys Common Stock,
10¢ par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2006 Proxy Statement of OMNOVA Solutions Inc. are incorporated into Part III of this Report.



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Explanatory Note

On January 30, 2006, OMNOVA Solutions Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended November 30, 2005 (the Annual Report).

This Amendment No. 1 to Form 10-K (Amendment No. 1) of OMNOVA Solutions Inc. is being filed solely to amend Item 15 to include the separate
financial statements of CPPC-Decorative Products Co., Ltd., (the Unconsolidated Subsidiary) as required under Rule 3-09 of Regulation S-X. The audit of the financial statements of the Unconsolidated Subsidiary, whose fiscal year ends
December 31, was not completed at the time the Company filed its Annual Report on Form 10-K. The audited financial statements are now included under Item 15 (a)(2) of this Amendment No. 1.



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Item 15. Exhibits and Financial Statement Schedules

(a)(1) Consolidated Financial Statements:

The
following consolidated financial statements of OMNOVA Solutions Inc. are included in Item 8 of the Companys Annual Report on Form 10-K filed on January 30, 2006:

Consolidated Statements of Operations for the years ended November 30, 2005, 2004 and 2003

Consolidated Balance Sheets at November 30, 2005 and 2004

Consolidated Statements of Shareholders Equity (Deficit) for the years ended November 30, 2005, 2004 and 2003

Consolidated Statements of Cash Flows for the years ended November 30, 2005, 2004 and 2003

Notes to
the Consolidated Financial Statements

(a)(2) Consolidated Financial Statement Schedules:

The following financial statements of CPPC-Decorative Products Co., Ltd., an unconsolidated subsidiary of the Company, are included herein:

Statements of Operations for the years ended December 31, 2005, 2004 and 2003

Balance Sheets at December 31, 2005 and 2004

Statement of Shareholders Equity for the years ended December 31, 2005, 2004 and 2003

Statement of Cash Flows for the
years ended December 31, 2005, 2004 and 2003

Notes to the Financial Statements



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CPPC - DECORATIVE PRODUCTS CO., LTD.

Financial Statements

For the year ended December 31, 2005

(With Unaudited Comparative Figures for the Years Ended 2004 and 2003)

With Report of Independent Registered Public Accounting Firm



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CPPC - DECORATIVE PRODUCTS CO., LTD.

Financial Statements

Years Ended December 31, 2005, 2004 (Unaudited) and 2003 (Unaudited)

Table of Contents



|                                                        |  |  
|------------------------------------------------------- |  | -
|Report of Independent Registered Public Accounting Firm |  | 1
|Balance Sheets                                          |  | 2
|Statement of Operations                                 |  | 3
|Statement of Changes in Shareholders Equity            |  | 4
|Statement of Cash Flows                                 |  | 5
|Notes to the Financial Statements                       |  | 6



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and
Shareholders of

CPPCDecorative Products Company Limited

We have audited the accompanying balance sheet of CPPCDecorative Products Company Limited (the Company) as of December 31, 2005, and the related
statements of operations, changes in shareholders equity, and cash flows for the year then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal
controls over financial reporting. Our audit included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Companys internal controls over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
CPPCDecorative Products Company Limited at December 31, 2005, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

Ernst & Young Office Limited

Bangkok, Thailand

March 23, 2006



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CPPC-Decorative Products Co., LTD.

Balance Sheets

(In Thousands, USD)



|                                                                                                           |  |                    |        |   |             |   |        |  
|---------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ----------- | - | ------ | -
|                                                                                                           |  | As of December 31, |       
|                                                                                                           |  | 2005               |        |   | 2004        |  
|                                                                                                           |  |                    |        |   | (Unaudited) |  
|ASSETS:                                                                                                    |  |                    |        |   |             |   |        |  
|Current assets                                                                                             |  |                    |        |   |             |   |        |  
|Cash and cash equivalents                                                                                  |  | $                  | 1,197  |   |             | $ | 800    |  
|Trade account receivables, net                                                                             |  |                    |        |   |             |   |        |  
|Related parties                                                                                            |  |                    | 2,486  |   |             |   | 2,850  |  
|Others                                                                                                     |  |                    | 5,602  |   |             |   | 6,282  |  
|Inventories, net                                                                                           |  |                    | 6,844  |   |             |   | 7,895  |  
|Refundable value added tax                                                                                 |  |                    | 891    |   |             |   | 623    |  
|Other current assets                                                                                       |  |                    | 312    |   |             |   | 588    |  
|                                                                                                           |  |                    |        |   |             |   |        |  
|Total Current Assets                                                                                       |  |                    | 17,332 |   |             |   | 19,038 |  
|                                                                                                           |  |                   
|Non-current assets                                                                                         |  |                    |        |   |             |   |        |  
|Property, plant and equipment, net                                                                         |  |                    | 6,999  |   |             |   | 9,365  |  
|Other non-current assets                                                                                   |  |                    | 39     |   |             |   | 41     |  
|                                                                                                           |  |                    |        |   |             |   |        |  
|Total Non-current Assets                                                                                   |  |                    | 7,038  |   |             |   | 9,406  |  
|                                                                                                           |  |                    |        |   |             |   |        |  
|Total Assets                                                                                               |  | $                  | 24,370 |   |             | $ | 28,444 |  
|                                                                                                           |  |                    |        |   |             |   |        |  
|LIABILITIES AND SHAREHOLDERS EQUITY:                                                                      |  |                    |        |   |             |   |        |  
|Current liabilities                                                                                        |  |                    |        |   |             |   |        |  
|Short-term loans from financial institutions                                                               |  | $                  | 440    |   |             | $ | 974    |  
|Trade account payables                                                                                     |  |                    | 7,729  |   |             |   | 9,917  |  
|Other current liabilities                                                                                  |  |                    |        |   |             |   |        |  
|Related parties                                                                                            |  |                    | 762    |   |             |   | 521    |  
|Others                                                                                                     |  |                    | 632    |   |             |   | 826    |  
|                                                                                                           |  |                    |        |   |             |   |        |  
|Total Current Liabilities                                                                                  |  |                    | 9,563  |   |             |   | 12,238 |  
|                                                                                                           |  |                   
|Statutory severance payment obligation                                                                     |  |                    | 1,132  |   |             |   | 1,035  |  
|                                                                                                           |  |                   
|Shareholders Equity                                                                                       |  |                    |        |   |             |   |        |  
|Share Capital                                                                                              |  |                    |        |   |             |   |        |  
|- Authorized, issued and fully paid-up share capital (common share 77,070,000 shares at Baht 10 par value) |  |                    | 20,809 |   |             |   | 20,809 |  
|Retained earnings (deficit)                                                                                |  |                    |        |   |             |   |        |  
|- Appropriated for statutory reserve                                                                       |  |                    | 64     |   |             |   | 64     |  
|- Unappropriated                                                                                           |  |                    | (5,157 | ) |             |   | (4,588 | )
|Accumulated other comprehensive (loss)                                                                     |  |                    | (2,041 | ) |             |   | (1,114 | )
|                                                                                                           |  |                    |        |   |             |   |        |  
|Total Shareholders Equity                                                                                 |  |                    | 13,675 |   |             |   | 15,171 |  
|                                                                                                           |  |                    |        |   |             |   |        |  
|Total Liabilities and Shareholders Equity                                                                 |  | $                  | 24,370 |   |             | $ | 28,444 |  
|                                                                                                           |  |                    |        |   |             |   |        |  

The accompanying notes are an integral part of these financial statements



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##### Table of Contents

CPPC-Decorative Products Co., LTD.

Statement of Operations

(In Thousands, USD)



|                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|----------------------------------- |  | ------------------------ | ------ | - | ----------- | - | ------ | ----------- |  | - | ------ | -
|                                    |  | Years Ended December 31, |       
|                                    |  | 2005                     |        |   | 2004        |   |        | 2003        | 
|                                    |  |                          |        |   | (Unaudited) |   |        | (Unaudited) | 
|REVENUES                            |  |                          |        |   |             |   |        |             |  |   |        |  
|Net Sales                           |  |                          |        |   |             |   |        |             |  |   |        |  
|Related parties                     |  | $                        | 8,998  |   |             | $ | 9,718  |             |  | $ | 7,414  |  
|Others                              |  |                          | 31,509 |   |             |   | 29,816 |             |  |   | 26,022 |  
|Other revenues                      |  |                          | 261    |   |             |   | 261    |             |  |   | 233    |  
|                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|Total revenues                      |  |                          | 40,768 |   |             |   | 39,795 |             |  |   | 33,669 |  
|                                    |  |                          |       
|COSTS AND EXPENSES                  |  |                          |        |   |             |   |        |             |  |   |        |  
|Cost of sales                       |  |                          |        |   |             |   |        |             |  |   |        |  
|Related parties                     |  |                          | 2,993  |   |             |   | 5,728  |             |  |   | 5,623  |  
|Others                              |  |                          | 35,296 |   |             |   | 33,564 |             |  |   | 25,432 |  
|Selling and administrative expenses |  |                          |        |   |             |   |        |             |  |   |        |  
|Related parties                     |  |                          | 1,746  |   |             |   | 2,122  |             |  |   | 2,211  |  
|Others                              |  |                          | 1,263  |   |             |   | 1,371  |             |  |   | 1,192  |  
|                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|                                    |  |                          | 41,298 |   |             |   | 42,785 |             |  |   | 34,458 |  
|                                    |  |                          |       
|Loss from operations                |  |                          | (530   | ) |             |   | (2,990 | )           |  |   | (789   | )
|                                    |  |                          |       
|Interest expense                    |  |                          | 39     |   |             |   | 4      |             |  |   | 6      |  
|                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|Loss before income taxes            |  |                          | (569   | ) |             |   | (2,994 | )           |  |   | (795   | )
|                                    |  |                          |       
|Income tax expense                  |  |                          |       |   |             |   |       |             |  |   | 4      |  
|                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|Net loss                            |  | $                        | (569   | ) |             | $ | (2,994 | )           |  | $ | (799   | )
|                                    |  |                          |        |   |             |   |        |             |  |   |        |  

The accompanying notes are an integral part of these financial statements



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CPPC-Decorative Products Co., LTD.

Statement of Changes in Shareholders Equity

Year Ended December 31, 2005

(With Unaudited Comparative
Figures for Years Ended December 31, 2004 and 2003)

(In Thousands, USD)



|                                           |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  |   |        |  
|------------------------------------------ |  | ------------------------------ | ------ | -------------------------------- | - | -------------- |  | - | --------------------------- | - |  | ----- | ------ | - | ------------------ | - | ------ | - |  | - | ------ | -
|                                           |  |                                |        | Retained Earnings (Deficit)      |   |                |  |   |                             |   |  |       |        |  
|                                           |  | Issued andPaid-up ShareCapital |        | Appropriatedfor StatutoryReserve |   | Unappropriated |  |   | Accumulated Profit/(Losses) |   |  | Total |        |   | Comprehensive Loss |  
|At January 1, 2003 (Unaudited)             |  | $                              | 20,809 |                                  | $ |               |  | $ | 434                         |   |  | $     | 809    |   |                    | $ | 22,052 |   |  |   |        |  
|                                           |  |                                |        |                                  |   |               
|Net loss (Unaudited)                       |  |                                |        |                                  |   |                |  |   | (799                        | ) |  |       |        |   |                    |   | (799   | ) |  | $ | (799   | )
|Currency translation (Unaudited)           |  |                                |        |                                  |   |                |  |   |                             |   |  |       | (2,259 | ) |                    |   | (2,259 | ) |  |   | (2,259 | )
|                                           |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  |   |        |  
|Comprehensive loss (Unaudited)             |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  | $ | (3,058 | )
|                                           |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  |   |        |  
|Dividends (Unaudited)                      |  |                                |        |                                  |   |                |  |   | (1,165                      | ) |  |       |        |   |                    |   | (1,165 | ) |  |   |        |  
|Appropriated for legal reserve (Unaudited) |  |                                |        |                                  |   | 64             |  |   | (64                         | ) |  |       |        |   |                    |   |       |   |  |   |        |  
|                                           |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  |   |        |  
|At December 31, 2003 (Unaudited)           |  |                                | 20,809 |                                  |   | 64             |  |   | (1,594                      | ) |  |       | (1,450 | ) |                    |   | 17,829 |   |  |   |        |  
|                                           |  |                                |        |                                  |   |               
|Net loss (Unaudited)                       |  |                                |        |                                  |   |                |  |   | (2,994                      | ) |  |       |        |   |                    |   | (2,994 | ) |  | $ | (2,994 | )
|Currency translation (Unaudited)           |  |                                |        |                                  |   |                |  |   |                             |   |  |       | 336    |   |                    |   | 336    |   |  |   | 336    |  
|                                           |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  |   |        |  
|Comprehensive loss (Unaudited)             |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  | $ | (2,658 | )
|                                           |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  |   |        |  
|At December 31, 2004 (Unaudited)           |  |                                | 20,809 |                                  |   | 64             |  |   | (4,588                      | ) |  |       | (1,114 | ) |                    |   | 15,171 |   |  |   |        |  
|                                           |  |                                |        |                                  |   |               
|Net loss                                   |  |                                |        |                                  |   |                |  |   | (569                        | ) |  |       |        |   |                    |   | (569   | ) |  | $ | (569   | )
|Currency translation                       |  |                                |        |                                  |   |                |  |   |                             |   |  |       | (927   | ) |                    |   | (927   | ) |  |   | (927   | )
|                                           |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  |   |        |  
|Comprehensive loss                         |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  | $ | (1,496 | )
|                                           |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  |   |        |  
|At December 31, 2005                       |  | $                              | 20,809 |                                  | $ | 64             |  | $ | (5,157                      | ) |  | $     | (2,041 | ) |                    | $ | 13,675 |   |  |   |        |  
|                                           |  |                                |        |                                  |   |                |  |   |                             |   |  |       |        |   |                    |   |        |   |  |   |        |  

The accompanying notes are an integral part of these financial statements



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##### Table of Contents

CPPC-Decorative Products Co., LTD.

Statement of Cash Flows

(In Thousands, USD)



|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|------------------------------------------------------- |  | ------------------------ | ------ | - | ----------- | - | ------ | ----------- |  | - | ------ | -
|                                                        |  | Years Ended December 31, |       
|                                                        |  | 2005                     |        |   | 2004        |   |        | 2003        | 
|                                                        |  |                          |        |   | (Unaudited) |   |        | (Unaudited) | 
|Operating Activities                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|Net loss                                                |  | $                        | (569   | ) |             | $ | (2,994 | )           |  | $ | (799   | )
|Adjustments for:                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Depreciation and amortization                           |  |                          | 2,466  |   |             |   | 3,487  |             |  |   | 3,116  |  
|Provision for doubtful accounts                         |  |                          | 3      |   |             |   | 52     |             |  |   | (130   | )
|Provision for loss on obsolete inventories              |  |                          | (6     | ) |             |   | (30    | )           |  |   | 153    |  
|Other                                                   |  |                          | (17    | ) |             |   | (78    | )           |  |   | (41    | )
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Operating profit before working capital changes         |  |                          | 1,877  |   |             |   | 437    |             |  |   | 2,299  |  
|                                                        |  |                          |       
|Change in working capital:                              |  |                          |        |   |             |   |        |             |  |   |        |  
|Trade and other receivables  related parties           |  |                          | 216    |   |             |   | (1,320 | )           |  |   | (1,397 | )
|Trade and other receivables  others                    |  |                          | 348    |   |             |   | (1,621 | )           |  |   | 2,005  |  
|Inventories                                             |  |                          | 647    |   |             |   | (2,194 | )           |  |   | (226   | )
|Other current assets                                    |  |                          | (49    | ) |             |   | (45    | )           |  |   | 193    |  
|Other current liabilities - others                      |  |                          | (1,840 | ) |             |   | 3,570  |             |  |   | (447   | )
|Other current liabilities  related parties             |  |                          | 273    |   |             |   | 1      |             |  |   | 610    |  
|Non-current assets                                      |  |                          |       |   |             |   | 16     |             |  |   | 5      |  
|Non-current liabilities                                 |  |                          | 24     |   |             |   | 84     |             |  |   | 80     |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Cash provided by (used in) operating activities         |  |                          | 1,496  |   |             |   | (1,072 | )           |  |   | 3,122  |  
|                                                        |  |                          |       
|Investing Activities                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|Purchase of property, plant and equipment               |  |                          | (567   | ) |             |   | (1,075 | )           |  |   | (2,667 | )
|Proceeds from disposal of property, plant and equipment |  |                          | 9      |   |             |   | 24     |             |  |   |       |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Cash used in investing activities                       |  |                          | (558   | ) |             |   | (1,051 | )           |  |   | (2,667 | )
|                                                        |  |                          |       
|Financing Activities                                    |  |                          |        |   |             |   |        |             |  |   |        |  
|Net short-term debt proceeds (repayment)                |  |                          | (491   | ) |             |   | 945    |             |  |   | (204   | )
|Dividends paid                                          |  |                          |       |   |             |   |       |             |  |   | (1,117 | )
|Other                                                   |  |                          |       |   |             |   | 3      |             |  |   |       |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Cash (used in) provided by financing activities         |  |                          | (491   | ) |             |   | 948    |             |  |   | (1,321 | )
|                                                        |  |                          |       
|Effect of exchange rate on cash                         |  |                          | (50    | ) |             |   | 8      |             |  |   | (44    | )
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Net increase (decrease) in cash and cash equivalents    |  |                          | 397    |   |             |   | (1,167 | )           |  |   | (910   | )
|Cash and cash equivalents at beginning of year          |  |                          | 800    |   |             |   | 1,967  |             |  |   | 2,877  |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|Cash and cash equivalents at end of year                |  | $                        | 1,197  |   |             | $ | 800    |             |  | $ | 1,967  |  
|                                                        |  |                          |        |   |             |   |        |             |  |   |        |  
|                                                        |  |                          |       
|                                                        |  | 2005                     |        |   | 2004        |   |        | 2003        | 
|                                                        |  |                          |        |   | (Unaudited) |   |        | (Unaudited) | 
|Cash paid for:                                          |  |                          |        |   |             |   |        |             |  |   |        |  
|Interest                                                |  | $                        | 41     |   |             | $ | 4      |             |  | $ | 6      |  

The accompanying notes are an integral part of these financial statements



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##### Table of Contents

CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years
Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|1 | General
|- | -------

CPPC-Decorative Products Co., Ltd., (the
Company), is a company registered in Thailand on May 17, 1999.

The principal activities of the Company are the manufacture
of PVC film products and sponge leather. The major shareholders of the Company are Decorative Products Thailand Inc. and CPPC Public Company Limited, each of which owns 50% of the Company. Dividends, profits and liquidation rights are shared by the
shareholders based on their respective ownership percentage.

The Companys employees as of December 31, 2005 and 2004 numbered
545 and 596, respectively.



|2 | Summary of Significant Accounting Policies
|- | ------------------------------------------



|2.1 | Basis of presentation and use of estimates
|--- | ------------------------------------------

The financial
statements are prepared in accordance with generally accepted accounting principles in the United States and are prepared in Thai Baht, which is the Companys functional currency, and translated into U.S. Dollars for presentation. Assets and
liabilities are translated at rates in effect on the closing dates presented. Profit and loss items are translated using an average rate for the period presented. Translation adjustments are reflected as a component of Shareholders equity. All
amounts presented in this report are in U.S. Dollars, unless otherwise specified.

The balance sheet as at December 31, 2004, statement
of operations, changes in shareholders equity and cash flows for the years ended December 31, 2004 and 2003, together with the accompanying notes, were unaudited and are presented solely for comparative purposes.



|2.2 | Use of estimates
|--- | ----------------

The preparation of the financial
statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from
those estimates.



|2.3 | Foreign currency transactions
|--- | -----------------------------

Monetary assets and
liabilities in foreign currencies are translated into Baht at rates of exchange approximate to those ruling at the balance sheet date while revenue and expenses are translated at the rates ruling on the transaction dates.

Non-monetary assets and liabilities denominated in foreign currencies are translated into Baht at the foreign exchange rates at the date of measurement.
Foreign exchange gains (losses) are included in selling and administrative expense and were $8, $71 (unaudited) and $44 (unaudited) in fiscals 2005, 2004, and 2003, respectively.



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CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|2 | Summary of Significant Accounting Policies (continued)
|- | ------------------------------------------------------



|2.4 | Property, plant and equipment
|--- | -----------------------------

Property, plant and
equipment are stated at cost less accumulated depreciation and impairment losses. The cost includes the cost of materials, direct labor, the initial assessment of the costs of dismantling (if relevant) and an appropriate proportion of production
overheads.

Subsequent expenditure

Refurbishment costs are capitalized in the property accounts, whereas ordinary maintenance and repair costs are recognized as an expense in the period in which they are incurred.

Depreciation

Depreciation is
calculated principally using the straight line method over the estimated useful lives as follows:



|                                |  |             
|------------------------------- |  | ------------
|                                |  | No. of Years
|Buildings                       |  | 20          
|Buildings and land improvements |  | 5, 10       
|Electricity and water systems   |  | 10          
|Machinery and equipment         |  | 5, 10       
|Tools and equipment             |  | 5           
|Furniture and office equipment  |  | 5           
|Motor vehicles                  |  | 5           

Disposal

Gains or losses arising from the retirement or disposal of property, plant and equipment are determined as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in
the profit and loss account on the date of retirement or disposal.



|2.5 | Trade and other receivables
|--- | ---------------------------

Trade and other receivables,
including balances with related parties (see Note 5), are stated at their cost less allowances for doubtful receivables.

Any impairment
loss on doubtful receivables is assessed primarily on analysis of payment histories, customers financial condition, credit rating and other relevant factors, or those that have been turned over for collection and to reserve for the portion of
those outstanding balances for which collection does not appear to be likely. Bad debts are written off when incurred. If the financial condition of the Companys customers were to deteriorate, resulting in an inability to make payments,
additional allowances may be required.



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CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|2 | Summary of Significant Accounting Policies (continued)
|- | ------------------------------------------------------



|2.6 | Inventories
|--- | -----------

Inventories are stated at the lower of cost
or net realizable value. Cost is determined on a weighted average basis. Inventories are reviewed for obsolescence, deterioration, damage and slow-moving and reserves are provided as necessary.



|2.7 | Cash and cash equivalents
|--- | -------------------------

Cash and cash equivalents
comprise cash at banks and in hand. Deposits at financial institutions include deposits in short-term, highly liquid investments with original maturities of 90 days or less.



|2.8 | Asset impairment
|--- | ----------------

The carrying amounts of the
Companys assets are reviewed at each balance sheet date or when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the expected future undiscounted cash flows are less than the carrying
amount of the asset, an impairment loss is recognized at that time to reduce the asset to the lower of its fair value or its net book value. The impairment loss is charged to profit and loss.



|2.9 | Trade and other payables
|--- | ------------------------

Trade and other payables,
including balances with related parties (see Note 5), are stated at cost.



|2.10 | Short-term loans from financial institutions
|---- | --------------------------------------------

Interest-bearing short-term loans and borrowings are recognized at cost, which approximates its fair value.



|2.11 | Employee benefits
|---- | -----------------

Statutory severance payment
obligation

The Company is required by Thai labor law to pay statutory severance to employees who leave employment at their retirement
age or are terminated by the Company without cause. Severance payments range from one month to ten months of the employees salary, based on service levels. Funding of this plan is not required, nor is it common practice, as the funding provides no
economic benefit. Payments are made when the employee is entitled to receive payment. The Company provides a liability for the benefit obligation based on actuarial assumptions in effect at the end of each respective year.



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CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|2 | Summary of Significant Accounting Policies (continued)
|- | ------------------------------------------------------



|2.12 | Taxation
|---- | --------

Current tax is the expected tax payable on the
taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred taxes are provided for temporary differences between the carrying amount of assets and liabilities for financial reporting and income tax purposes. The amount of deferred tax provided is based on the expected
manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognized to the extent that it is probable that future
taxable profit will be available against which the temporary differences can be utilized. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.



|2.13 | Revenue recognition
|---- | -------------------

Sale of goods

Revenue from product sales is recognized when shipment to the customer has been made, which is when title passes. The Company estimates and records
provisions for quantity rebates, sales returns and allowances in the period the sale is recorded, based upon its experience. These items are included as a reduction from sales.

Sales to one major shareholder, OMNOVA Solutions Inc., totaled 18.1% of the Companys net sales in 2005, 21.3% (unaudited) in 2004 and 16.3%
(unaudited) in 2003.



|2.14 | Operating leases
|---- | ----------------

Where the Company has the use of assets
under operating leases, payments made under the leases are recognized in the profit and loss account on a straight-line basis over the term of the lease. Lease incentives received are recognized in the income statement as an integral part of the
total lease payments made. Contingent rentals are charged to the income statement in the period in which they are incurred.



|2.15 | Finance costs
|---- | -------------

Interest expense and similar charges are
expensed in the profit and loss account in the period in which they are incurred.



|2.16 | Research and development costs
|---- | ------------------------------

Research and development
costs are charged to expense as incurred.



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CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31,2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|2 | Summary of Significant Accounting Policies (continued)
|- | ------------------------------------------------------



|2.17 | Financial instruments
|---- | ---------------------

Financial assets and financial
liabilities carried on the balance sheet include cash and deposits at financial institutions, trade receivables and payables, other receivables and payables and borrowings. The accounting policies on recognition and measurement of these items are
disclosed in the respective accounting policies. The Company is mainly exposed to credit, interest rate and currency exchange rate risks which arise in the normal course of business.

The Company, on a limited basis, uses forward exchange contracts to hedge exposure to exchange rate fluctuations on certain foreign currency monetary
transactions. Contracts are written on a short-term basis and are not held for trading or speculative purposes. The Company recognizes derivative instruments as either assets or liabilities in the balance sheets at fair value. The accounting for
changes in the fair value of derivative instruments depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.

For derivative instruments that qualify as a fair value hedge (i.e. hedging the exposure to changes in the fair value of an asset or a liability), the
gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. For derivative instruments that qualify as a cash flow hedge (i.e., hedging the exposure
to variability in expected future cash flows), the effective portion of the gain or loss on the derivative instrument is reported as a component of Accumulated other comprehensive income with offsetting amounts recorded as Other current assets or
Other current liabilities. At settlement, the realized gain or loss is reflected in earnings in the same period or periods during which the hedged transaction affects earnings. Any remaining gain or loss on the derivative instrument is recognized in
earnings. For derivative instruments not designated as hedges, the gain or loss from changes in their fair values is recognized in earnings.

The Company has no policy to speculate in or engage in the trading of any derivatives.



|2.18 | New accounting pronouncements
|---- | -----------------------------

In November 2004, the
Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 151, Inventory Costs, an amendment of ARB 43, Chapter 4. SFAS No. 151 requires certain inventory costs to be recognized
as current period expenses. This standard also provides guidance for the allocation of fixed production overhead costs. This standard is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company will
adopt this standard in fiscal 2006. The Company anticipates that the adoption of this Statement will not have a material impact on the financial statements of the Company.



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CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|2 | Summary of Significant Accounting Policies (continued)
|- | ------------------------------------------------------

In May 2005, the FASB issued SFAS No. 154 Accounting Changes and Error Corrections. SFAS No. 154 replaces APB No. 20 Accounting Changes and SFAS No. 3 Reporting Accounting Changes in Interim
Financial Statements. SFAS No. 154 requires companies to apply a retrospective application for reporting a change in accounting principle and differentiates a retrospective application from a restatement. This statement also carries
forward the guidance from APB No. 20 regarding the correction of an error and changes in accounting estimates. The Company will adopt this standard in fiscal 2006. The Company does not anticipate that the adoption of this Statement will have
any impact on the financial statements of the Company.

In March 2005, the FASB issued interpretation No. 47, Accounting for
Conditional Asset Retirement Obligations, which clarifies that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated even though uncertainty
exists about the timing and/or method of settlement. The Company will adopt Interpretation No. 47 prior to the end of fiscal 2006. The Company does not anticipate any material impact on the financial statements of the Company from the adoption
of the Interpretation.



|3 | Property, Plant and Equipment
|- | -----------------------------



|                                |  |              |         |   |             |   |         |  
|------------------------------- |  | ------------ | ------- | - | ----------- | - | ------- | -
|                                |  | December 31, |        
|                                |  | 2005         |         |   | 2004        |  
|                                |  |              |         |   | (Unaudited) |  
|Machinery and equipment         |  | $            | 16,414  |   |             | $ | 17,009  |  
|Buildings                       |  |              | 3,017   |   |             |   | 3,177   |  
|Electricity and water systems   |  |              | 1,630   |   |             |   | 1,714   |  
|Tools and equipment             |  |              | 875     |   |             |   | 855     |  
|Buildings and land improvements |  |              | 416     |   |             |   | 321     |  
|Furniture and office equipment  |  |              | 554     |   |             |   | 539     |  
|Motor vehicles                  |  |              | 186     |   |             |   | 257     |  
|                                |  |              |         |   |             |   |         |  
|                                |  |              | 23,092  |   |             |   | 23,872  |  
|Accumulated depreciation        |  |              | (16,093 | ) |             |   | (14,507 | )
|                                |  |              |         |   |             |   |         |  
|Total                           |  | $            | 6,999   |   |             | $ | 9,365   |  
|                                |  |              |         |   |             |   |         |  

Depreciation expense was $2,466, $3,487 (unaudited) and $3,116 (unaudited) in 2005, 2004 and 2003,
respectively.



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CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|4 | Inventories - Net
|- | -----------------



|                                   |  |              |       |   |             |   |       |  
|---------------------------------- |  | ------------ | ----- | - | ----------- | - | ----- | -
|                                   |  | December 31, |      
|                                   |  | 2005         |       |   | 2004        |  
|                                   |  |              |       |   | (Unaudited) |  
|Raw materials                      |  | $            | 4,043 |   |             | $ | 3,612 |  
|Finished goods                     |  |              | 2,283 |   |             |   | 3,184 |  
|Work-in-progress                   |  |              | 465   |   |             |   | 1,063 |  
|Factory supplies and spare parts   |  |              | 538   |   |             |   | 554   |  
|                                   |  |              |       |   |             |   |       |  
|Total                              |  |              | 7,329 |   |             |   | 8,413 |  
|Less allowances and other reserves |  |              | (485  | ) |             |   | (518  | )
|                                   |  |              |       |   |             |   |       |  
|Net                                |  | $            | 6,844 |   |             | $ | 7,895 |  
|                                   |  |              |       |   |             |   |       |  



|5 | Transactions with Related Parties
|- | ---------------------------------

Related parties
are those parties linked to the Company by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or at contractually agreed prices where no market prices exist. Significant balances as at
each balance sheet date and transactions for the fiscal years then ended with related parties are as follows:





|                                  |  |              |       |             |   |      
|--------------------------------- |  | ------------ | ----- | ----------- | - | -----
|                                  |  | December 31,
|                                  |  | 2005         |       | 2004       
|                                  |  |              |       | (Unaudited)
|Trade account receivables         |  |              |       |             |   |      
|- OMNOVA Solution Inc.            |  | $            | 2,187 |             | $ | 2,486
|- Kasetphand Industry Co., Ltd.   |  |              | 144   |             |   | 140  
|- Muraspec Co., Ltd.              |  |              | 112   |             |   | 128  
|- Others                          |  |              | 43    |             |   | 96   
|                                  |  |              |       |             |   |      
|Total                             |  | $            | 2,486 |             | $ | 2,850
|                                  |  |              |       |             |   |      
|Trade account payables            |  |              |       |             |   |      
|- Vinythai Public Company Limited |  | $            | 121   |             | $ | 618  
|- Others                          |  |              | 34    |             |   | 65   
|                                  |  |              |       |             |   |      
|Total                             |  | $            | 155   |             | $ | 683  
|                                  |  |              |       |             |   |      
|Other current liabilities         |  |              |       |             |   |      
|- CPPC Public Company Limited     |  | $            | 237   |             | $ | 269  
|- OMNOVA Solution Inc.            |  |              | 236   |             |   | 67   
|- Others                          |  |              | 289   |             |   | 185  
|                                  |  |              |       |             |   |      
|Total                             |  | $            | 762   |             | $ | 521  
|                                  |  |              |       |             |   |      



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##### Table of Contents

CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|5 | Transactions with Related Parties (continued)
|- | ---------------------------------------------

Significant revenues, costs and expenses arising from transactions with related parties for each of the fiscal years ended December 31, 2005, 2004 and 2003 were as follows:



|                                                    |  |      |       |             |   |             |  |   |      
|--------------------------------------------------- |  | ---- | ----- | ----------- | - | ----------- |  | - | -----
|                                                    |  | 2005 |       | 2004        |   | 2003       
|                                                    |  |      |       | (Unaudited) |   | (Unaudited)
|Net Sales                                           |  |      |       |             |   |             |  |   |      
|- OMNOVA Solution Inc.                              |  | $    | 7,335 |             | $ | 8,432       |  | $ | 5,464
|- Kasetphand Industry Co., Ltd.                     |  |      | 792   |             |   | 543         |  |   | 400  
|- Muraspec Co., Ltd.                                |  |      | 480   |             |   | 445         |  |   | 371  
|- CPPC Public Company Limited                       |  |      | 209   |             |   | 101         |  |   | 66   
|- C. G. Petrochemical Co., Ltd.                     |  |      |      |             |   | 124         |  |   | 688  
|- Others                                            |  |      | 182   |             |   | 72          |  |   | 425  
|                                                    |  |      |       |             |   |             |  |   |      
|Total                                               |  | $    | 8,998 |             | $ | 9,717       |  | $ | 7,414
|                                                    |  |      |       |             |   |             |  |   |      
|Other income                                        |  |      |       |             |   |             |  |   |      
|- CPPC Public Company Limited                       |  | $    | 81    |             | $ | 14          |  | $ |     
|- CG-Omnova Decorative Products (Shanghai) Co. Ltd. |  |      |      |             |   | 170         |  |   | 12   
|- Kasetphand Industry Co., Ltd.                     |  |      | 96    |             |   |            |  |   |     
|- Others                                            |  |      | 62    |             |   | 46          |  |   | 56   
|                                                    |  |      |       |             |   |             |  |   |      
|Total                                               |  | $    | 239   |             | $ | 230         |  | $ | 68   
|                                                    |  |      |       |             |   |             |  |   |      
|Purchases of raw materials                          |  |      |       |             |   |             |  |   |      
|- Vinythai Public Company Limited                   |  | $    | 521   |             | $ | 2,477       |  | $ | 3,426
|- CPPC Public Company Limited                       |  |      | 506   |             |   | 881         |  |   | 736  
|- OMNOVA Solution Inc.                              |  |      | 237   |             |   | 243         |  |   | 25   
|- Others                                            |  |      | 133   |             |   | 131         |  |   | 211  
|                                                    |  |      |       |             |   |             |  |   |      
|Total                                               |  | $    | 1,397 |             | $ | 3,732       |  | $ | 4,398
|                                                    |  |      |       |             |   |             |  |   |      
|Management and service fees                         |  |      |       |             |   |             |  |   |      
|- CPPC Public Company Limited                       |  | $    | 876   |             | $ | 1,068       |  | $ | 1,077
|- OMNOVA Solution Inc.                              |  |      | 566   |             |   | 830         |  |   | 933  
|                                                    |  |      |       |             |   |             |  |   |      
|Total                                               |  | $    | 1,442 |             | $ | 1,898       |  | $ | 2,010
|                                                    |  |      |       |             |   |             |  |   |      
|                                                    |  |      |      
|Utilities                                           |  |      |       |             |   |             |  |   |      
|- CPPC Public Company Limited                       |  | $    | 949   |             | $ | 1,331       |  | $ | 1,182
|                                                    |  |      |       |             |   |             |  |   |      
|Rental expense                                      |  |      |       |             |   |             |  |   |      
|- CPPC Public Company Limited                       |  | $    | 163   |             | $ | 170         |  | $ | 155  
|                                                    |  |      |       |             |   |             |  |   |      
|Other expenses                                      |  |      |       |             |   |             |  |   |      
|- Dynamic Logistics Co., Ltd.                       |  | $    | 268   |             | $ | 286         |  | $ |     
|- Allianz C.P. General Insurance Co., Ltd.          |  |      | 131   |             |   | 95          |  |   |     
|- C.E. Industry Services Co., Ltd.                  |  |      | 121   |             |   | 142         |  |   |     
|- Others.                                           |  |      | 268   |             |   | 196         |  |   | 88   
|                                                    |  |      |       |             |   |             |  |   |      
|Total                                               |  | $    | 788   |             | $ | 719         |  | $ | 88   
|                                                    |  |      |       |             |   |             |  |   |      



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##### Table of Contents

CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|5 | Transactions with Related Parties (continued)
|- | ---------------------------------------------

Significant contracts entered into by the Company and related parties are as follows:

Technical Assistance Agreement

The Company has entered into a technical assistance agreement with OMNOVA Solutions Inc. whereby such company agreed to provide the Company
with technical information and know-how in manufacturing. In this connection, the Company agreed to pay a royalty fee computed on a formula as stipulated in this agreement. The term of the agreement is 10 years, expiring December 31, 2008.

Services Agreement

The
Company entered into services agreements with OMNOVA Solutions Inc. whereby such company agreed to provide the Company with assistance in operations. In consideration thereof, the Company agreed to pay a fixed service fee as stipulated in the
agreements. The terms of these agreements were for three years expiring on December 31, 2007 and 2008, and they can be extended for a period of three years upon written notice at least 90 days before their expiration.

Lease Agreements

The Company has
entered into various lease agreements with CPPC Public Company Limited whereby such company agreed to lease the Company land, certain facilities, machinery and equipment and office buildings. The lease agreement for the land is for a term of three
years with a fee of approximately $150 per annum and automatically renews for additional three year periods, up to 30 years, unless proper notice is provided by the Company prior to the expiration of the lease. Other lease agreements are set to
expire in 2007.



|6 | Trade and Other Receivables
|- | ---------------------------

The Companys
accounts receivable are generally unsecured and are not backed by collateral from its customers. The allowance for doubtful accounts was $67 and $69 (unaudited) at December 31, 2005 and 2004, respectively. Write-offs of uncollectible accounts
receivable totaled $1 in fiscal 2005, $9 (unaudited) during fiscal 2004 and $42 (unaudited) during fiscal 2003. The provision for bad debts totaled $3 in fiscal 2005, $52 (unaudited) in fiscal 2004 and $(131) (unaudited) in fiscal 2003.



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##### Table of Contents

CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|7 | Short-Term Loans from Financial Institutions
|- | --------------------------------------------



|                                            |  |      |     |             |   |    
|------------------------------------------- |  | ---- | --- | ----------- | - | ---
|                                            |  | 2005 |     | 2004       
|                                            |  |      |     | (Unaudited)
|Liabilities under trust receipts            |  | $    | 440 |             | $ | 57 
|Promissory notes                            |  |      |    |             |   | 774
|Discounted notes receivable  with recourse |  |      |    |             |   | 143
|                                            |  |      |     |             |   |    
|Total                                       |  | $    | 440 |             | $ | 974
|                                            |  |      |     |             |   |    

As of December 31, 2005, the Company had credit facilities with certain financial
institutions. These credit facilities are comprised of promissory note lines totaling Baht 82 million ($2.0 million), and letter of credit and trust receipt facilities totaling Baht 230 million ($5.6 million). Promissory note lines bear
interest at the minimum loan rate, which is currently between 6% and 9%. The letter of credit facilities bear interest at LIBOR plus 1.625%. Average interest rates charged to the Company during 2005 were 3.4%.

As of December 31, 2005, the Company had unused letters of credit of $21.



|8 | Statutory Reserve
|- | -----------------

Under the Civil and Commercial
Code in Thailand, the Company is required to appropriate at least 5% of net profit at each distribution of dividend to a statutory reserve until the statutory reserve reaches 10% of the Companys share capital. Accordingly, the Company made an
appropriation of 2002 net profit totaling $64 (unaudited).



|9 | Income Taxes
|- | ------------

The Company is subject to tax
regulations under tax laws enacted in Thailand, and accordingly, the Company is subject to a statutory tax rate of 30%. The Company had no tax expense during 2004 (unaudited) and 2005 as it had no taxable income, making the effective tax rate zero.
As of December 31, 2005, the Company has net operating losses (NOL) totaling $4.3 million which will expire as follows: 2008$0.8 million, 2009$2.9 million and 2010$0.6 million. As of December 31, 2005, a
deferred tax asset of $1.8 million has been recorded. Additionally, the Company has recorded a valuation allowance of $1.8 million to fully reserve the deferred tax asset as the Company has experienced cumulative losses since 1999.

The deferred tax asset and the valuation allowance are as follows:



|                              |  |                         |        |   |             |   |        |  
|----------------------------- |  | ----------------------- | ------ | - | ----------- | - | ------ | -
|                              |  | Year Ended December 31, |       
|                              |  | 2005                    |        |   | 2004        |  
|                              |  |                         |        |   | (Unaudited) |  
|NOLs and other carryforwards |  | $                       | 1,793  |   |             | $ | 1,629  |  
|Valuation allowance           |  |                         | (1,793 | ) |             |   | (1,629 | )
|                              |  |                         |        |   |             |   |        |  
|Deferred taxes                |  | $                       |       |   |             | $ |       |  
|                              |  |                         |        |   |             |   |        |  



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##### Table of Contents

CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|10 | Commitments and Contingencies
|-- | -----------------------------

From time to time,
the Company is subject to various claims, lawsuits and proceedings related to product liability, product warranty, contract, employment, environmental and other matters arising out of the Companys business. The ultimate resolution of any
litigation is inherently unpredictable. As a result, the Companys estimates of liability, if any, are subject to change and actual results may materially differ from the Companys estimates. Based on information that is currently
available, the Company does not expect that the ultimate resolution of pending claims, lawsuits and proceedings will materially affect the financial condition of the Company. The effect that the ultimate resolution of these matters may have on
results of operations cannot be predicted because any such effect depends on both future results of operations and the amount and timing of the resolution of these matters.



|11 | Financial Instruments
|-- | ---------------------

Financial risk management
objectives and policies

The Company is exposed primarily to credit, interest rate and currency exchange rate risks which arise in the
normal course of business. There are no written risk management policies and guidelines which set out its overall business strategies, its tolerance of risk and its general risk management philosophy.

Credit risk

Credit risk is the
potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the Company, as and when they fall due.

The Company has established credit limits for customers and monitors their balances.

At the balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying
amount of each financial asset in the balance sheet.

Foreign currency risk

The Company incurs foreign currency risk on sales and purchases denominated in other than Thai Bahts. The currencies giving rise to this risk are
primarily the U.S. dollar.

The Company enters into forward exchange contracts to hedge foreign currency transactions on a continuing basis
for periods of less than one year, consistent with its exposures. The hedging minimizes the impact of foreign exchange rate movements on the Companys operating results. The notional amount of outstanding foreign exchange contracts, translated
at current rates, was $5.9 million and $4.5 million (unaudited) at December 31, 2005 and 2004, respectively. As of December 31, 2005, the fair value of forward contracts of $2 and $3 were recorded as other current assets and other current
liabilities, respectively. As of December 31, 2004, fair values of forward contracts of $0.1 million (unaudited) was recorded as other current assets.



16



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##### Table of Contents

CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|11 | Financial Instruments (continued)
|-- | ---------------------------------

Interest rate
risk

The Companys exposure to the risk of changes in market interest rates relates primarily to the Companys promissory
note and promissory note line. The promissory note and promissory note line bear interest at variable rates and therefore their carrying values approximate their fair value. The Company does not use derivative financial instruments to hedge its
exposure.



|12 | Lease Commitments
|-- | -----------------

The Company leases certain
facilities, machinery and equipment and office buildings under long-term, non-cancelable operating leases. The leases generally provide for renewal options of 3 years and require the Company to pay for utilities, insurance, taxes and maintenance.
Rent expense was $220 in 2005, $235 (unaudited) in 2004 and $213 (unaudited) in 2003. Future minimum commitments, including leases with related parties (see Note 5), at December 31, 2005 for existing operating leases are $186 in 2006, $150 in
each of 2007 through 2010 and $3,092 after 2010.



|13 | Employee Benefits
|-- | -----------------

The Company is required by Thai
labor law to pay severance to employees who leave employment at their retirement age or are terminated by the Company without cause. The payments range from one up to ten months of salary, based on length of service. Funding of this obligation is
not required, nor is it common practice, as the funding provides no economic benefit. Payments are made when the employee is entitled to receive payment. No payments were made during 2005 and 2004. The Company does not anticipate making any material
payments within the next five years.

Significant assumptions used by the Company in the determination of the liability are as follows:



|                                 |  |      |   |  |             |   |  |             |  
|-------------------------------- |  | ---- | - |  | ----------- | - |  | ----------- | -
|                                 |  | 2005 |   |  | 2004        |   |  | 2003        |  
|                                 |  |      |   |  | (Unaudited) |   |  | (Unaudited) |  
|Discount rate                    |  | 5.5  | % |  | 5.0         | % |  | 5.5         | %
|Annual rates of salary increases |  | 4.0  | % |  | 4.0         | % |  | 4.0         | %
|Measurement date                 |  | 9/30 |   |  | 9/30        |   |  | 9/30        |  

The discount rate reflects the current rate at which pension liabilities could be effectively
settled at the end of the year. The discount rate used considers rates on government bonds.

The accumulated benefit obligation of this plan
was $1,132 and $1,035 (unaudited) at December 31, 2005 and 2004, respectively, which includes actuarial gains (losses) of $112 and $(54) (unaudited) at December 31, 2005 and 2004, respectively.



17



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##### Table of Contents

CPPC-Decorative Products Co., LTD.

Notes to the Financial Statements

Year Ended December 31, 2005

(Including Unaudited Notes for Years Ended December 31, 2004 and 2003)

(In Thousands, U.S. Dollars)



|13 | Employee Benefit Plans (continued)
|-- | ----------------------------------

The net
periodic benefit cost is as follows:



|              |  |      |    |             |   |             |  |   |   
|------------- |  | ---- | -- | ----------- | - | ----------- |  | - | --
|              |  | 2005 |    | 2004        |   | 2003       
|              |  |      |    | (Unaudited) |   | (Unaudited)
|Service cost  |  | $    | 44 |             | $ | 35          |  | $ | 32
|Interest cost |  |      | 54 |             |   | 50          |  |   | 48
|              |  |      |    |             |   |             |  |   |   
|Total         |  | $    | 98 |             | $ | 85          |  | $ | 80
|              |  |      |    |             |   |             |  |   |   



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##### Table of Contents

(a)(3) Exhibits

EXHIBIT INDEX



|         |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit  |  | Description                                                                                                                                                                                                                                                                                                                                                                                            
|         |  | ACQUISITION AGREEMENTS                                                                                                                                                                                                                                                                                                                                                                                 
|         | 
|2.1*     |  | Distribution Agreement between OMNOVA Solutions Inc. (OMNOVA Solutions) and GenCorp Inc. (GenCorp).                                                                                                                                                                                                                                                                                                    
|         | 
|         |  | CHARTER DOCUMENTS                                                                                                                                                                                                                                                                                                                                                                                      
|         | 
|3.2**    |  | Form of Amended and Restated Articles of Incorporation of OMNOVA Solutions.                                                                                                                                                                                                                                                                                                                            
|         | 
|3.4**    |  | Amended and Restated Code of Regulations of OMNOVA Solutions.                                                                                                                                                                                                                                                                                                                                          
|         | 
|         |  | INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS                                                                                                                                                                                                                                                                                                                                                    
|         | 
|4.1      |  | Indenture, dated as of May 28, 2003, by and among OMNOVA Solutions Inc., as issuer, and The Bank of New York, as trustee, including the form of OMNOVA Solutions 11 1/4% Senior Secured
Notes due June 1, 2010 (incorporated by reference to Exhibit 4.1 to the Companys Registration Statement No. 333-106619 on Form S-4 filed with the Commission on June 27, 2003).                               
|         | 
|4.2      |  | Registration Rights Agreement, dated as of May 28, 2003, by and among OMNOVA Solutions Inc. and Deutsche Bank Securities Inc., Banc One Capital Markets, Inc. and McDonald Investments Inc., as
initial purchasers (incorporated by reference to Exhibit 4.2 to the Companys Registration Statement No. 333-106619 on Form S-4 filed with the Commission on June 27, 2003).                           
|         | 
|         |  | MATERIAL CONTRACTS                                                                                                                                                                                                                                                                                                                                                                                     
|         | 
|10.1     |  | Credit Agreement, dated as of May 28, 2003, among OMNOVA Solutions Inc., as borrower, the financial institutions named therein, as lenders, Bank One, NA, as agent, and Banc One Capital
Markets, Inc., as lead arranger and sole book runner (incorporated by reference to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2003 (File No. 1-15147)).                 
|         | 
|10.2     |  | Amendment No. 2 to Credit Agreement dated as of December 23, 2004 by and among OMNOVA Solutions Inc., as Borrower, the financial institutions party thereto, as Lenders, and JPMorgan Chase
Bank, N.A. as Agent for the Lenders (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on December 23, 2004 (File No. 1-15147)).
|         | 
|10.3    |  | Employment Agreement dated December 1, 2000 between OMNOVA Solutions and Kevin M. McMullen (incorporated by reference to the same numbered exhibit to the Companys Annual Report on Form
10-K for the fiscal year ended November 30, 2000 (File No. 1-15147)).                                                                                                                                        
|         | 
|10.5    |  | Severance Agreement dated December 1, 2000 between OMNOVA Solutions and Kevin M. McMullen (incorporated by reference to the same numbered exhibit to the Companys Annual Report on Form
10-K for the fiscal year ended November 30, 2000 (File No. 1-15147)).                                                                                                                                         
|         | 
|10.6**  |  | Form of Severance Agreement granted to certain executive officers of OMNOVA Solutions (other than the officer identified above).                                                                                                                                                                                                                                                                       
|         | 
|10.7    |  | OMNOVA Solutions Amended and Restated 1999 Equity and Performance Incentive Plan (incorporated by reference to Annex A to the Companys Proxy Statement dated February 22, 2002, as filed
with the Commission on February 19, 2002 (File No. 1-15147)).                                                                                                                                                
|         | 
|10.8**  |  | OMNOVA Solutions Deferred Compensation Plan for Nonemployee Directors.                                                                                                                                                                                                                                                                                                                                 
|         | 
|10.9**  |  | Retirement Plan for Nonemployee Directors of OMNOVA Solutions.                                                                                                                                                                                                                                                                                                                                         
|         | 
|10.11** |  | Benefits Restoration Plan for Salaried Employees of OMNOVA Solutions.                                                                                                                                                                                                                                                                                                                                  
|         | 
|10.12** |  | OMNOVA Solutions Deferred Bonus Plan.                                                                                                                                                                                                                                                                                                                                                                  
|         | 
|10.13   |  | Form of Retention Agreement between the Company and each of its Executive Officers, dated April 1, 2005 (incorporated by reference to the same numbered exhibit to the Companys Quarterly
Report on Form 10-Q for the quarter ended February 28, 2005, as filed with the Commission on April 1, 2005 (File No. 1-15147)).                                                                             
|         | 
|10.14   |  | OMNOVA Solutions Long-Term Incentive Program (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on January 26,
2006 (File No. 1-15147)).                                                                                                                                                                                    



19



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##### Table of Contents

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                     
|10.15*  |  | Tax Matters Agreement between OMNOVA Solutions and GenCorp.                                                                                                                                                                                                                                                                                                                                     
|        | 
|10.16*  |  | Alternative Dispute Resolution Agreement between OMNOVA Solutions and GenCorp.                                                                                                                                                                                                                                                                                                                  
|        | 
|10.17*  |  | Agreement on Employee Matters between OMNOVA Solutions and GenCorp.                                                                                                                                                                                                                                                                                                                             
|        | 
|10.18*  |  | Services and Support Agreement between OMNOVA Solutions and GenCorp.                                                                                                                                                                                                                                                                                                                            
|        | 
|10.19** |  | Form of Director and Officer Indemnification Agreement.                                                                                                                                                                                                                                                                                                                                         
|        | 
|10.20** |  | Form of Director Indemnification Agreement.                                                                                                                                                                                                                                                                                                                                                     
|        | 
|10.21** |  | Form of Officer Indemnification Agreement.                                                                                                                                                                                                                                                                                                                                                      
|        | 
|10.22   |  | Amendment No. 3 to Credit Agreement dated as of May 18, 2005 by and among OMNOVA Solutions Inc., as borrower, the financial institutions party therewith, as lenders, and JPMorgan Chase Bank,
N.A., as Agent for the Lenders (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on May 23, 2005 (File No. 1-15147)).
|        | 
|10.23  |  | Summary of Certain Executive Officer Compensation Arrangements (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the
Commission on July 18, 2005 (File No. 1-15147)).                                                                                                                                                              
|        | 
|10.24  |  | Form of Restricted Stock Agreement (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on July 18, 2005 (File
No. 1-15147)).                                                                                                                                                                                          
|        | 
|10.25# |  | Summary of Compensation and Benefit Arrangements for Non-Employee Directors of OMNOVA Solutions Inc.                                                                                                                                                                                                                                                                                            
|        | 
|10.26  |  | OMNOVA Solutions Executive Incentive Compensation Program (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on
January 26, 2006 (File No. 1-15147)).                                                                                                                                                                
|        | 
|10.27  |  | Summary of 2006 Executive Incentive Compensation Program (incorporated by reference to the same numbered exhibit to the Companys Current Report on Form 8-K filed with the Commission on
January 26, 2006 (File No. 1-15147)).                                                                                                                                                                 
|        | 
|        |  | COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES                                                                                                                                                                                                                                                                                                                                               
|        | 
|12.1#   |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                              
|        | 
|        |  | SUBSIDIARIES OF THE REGISTRANT                                                                                                                                                                                                                                                                                                                                                                  
|        | 
|21.1#   |  | Listing of Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                        
|        | 
|        |  | CONSENTS OF EXPERTS                                                                                                                                                                                                                                                                                                                                                                             
|        | 
|23.1#   |  | Consent of Ernst & Young LLP  Akron, Ohio, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                      
|        | 
|23.2    |  | Consent of Ernst & Young LLP  Bangkok, Thailand, Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                
|        | 
|        |  | POWER OF ATTORNEY                                                                                                                                                                                                                                                                                                                                                                               
|        | 
|24.1#   |  | Powers of Attorney executed by E. P. Campbell, D. A. Daberko, D. J. DAntoni, D. E. McGarry, S. W. Percy, R. B. Pipes, and W. R. Seelbach, Directors of the
Company.                                                                                                                                                                                                                            
|        | 
|        |  | CERTIFICATIONS                                                                                                                                                                                                                                                                                                                                                                                  
|        | 
|31.1    |  | Principal Executive Officers Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                         
|        | 
|31.2    |  | Principal Executive Officers Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                         
|        | 
|32.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                         

---

The Company will supply copies of any
of the foregoing exhibits to any shareholder upon receipt of a written request addressed to OMNOVA Solutions Inc., 175 Ghent Road, Fairlawn, Ohio 44333-3300, Attention: Secretary, and payment of $1 per page to help defray the costs of handling,
copying and return postage.

|* | Incorporated by reference to the same-numbered exhibit to the Companys Annual Report on Form 10-K for the fiscal year ended November 30, 1999 (File No. 1-15147).
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated by reference to the same-numbered exhibit to the Companys Registration Statement on Form 10 (File No. 1-15147).
|-- | -----------------------------------------------------------------------------------------------------------------------------

| | Management contract or compensatory arrangement.
|- | ------------------------------------------------

|# | Previously filed with the Companys Annual Report on Form 10-K for the fiscal year ended November 30, 2005, which was filed with the Commission on January 30, 2006.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



20



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to this Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.



|               |  |                       |  |                       
|-------------- |  | --------------------- |  | ----------------------
|March 30, 2006 |  | OMNOVA Solutions Inc.
|               |  |                      
|               |  | By:                   |  | /s/ J. C. LeMay       
|               |  |                       |  | J. C. LeMay           
|               |  |                       |  | Senior Vice President,
|               |  |                       |  | Business Development; 
|               |  |                       |  | General Counsel       

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to this Annual
Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                  |  |                                                              |  |               
|--------------------------------- |  | ------------------------------------------------------------ |  | --------------
|Signature                         |  | Title                                                        |  | Date          
|/s/ K. M. McMullen K. M. McMullen |  | Chairman, Chief Executive Officer and President              |  | March 30, 2006
|                                  |  |                                                             
|/s/ M. E. Hicks M. E. Hicks       |  | Senior Vice President and Chief Financial Officer; Treasurer |  | March 30, 2006
|                                  |  |                                                             
|* E.
P. Campbell                  |  | Director                                                     |  | March 30, 2006
|                                  |  |                                                             
|* D.
A. Daberko                   |  | Director                                                     |  | March 30, 2006
|                                  |  |                                                             
|* D.
J. DAntoni                  |  | Director                                                     |  | March 30, 2006
|                                  |  |                                                             
|* D.
E. McGarry                   |  | Director                                                     |  | March 30, 2006
|                                  |  |                                                             
|* S.
W. Percy                     |  | Director                                                     |  | March 30, 2006
|                                  |  |                                                             
|* R.
B. Pipes                     |  | Director                                                     |  | March 30, 2006
|                                  |  |                                                             
|* W.
R. Seelbach                  |  | Director                                                     |  | March 30, 2006



|* | Signed by the undersigned as attorney-in-fact and agent for the Directors indicated.
|- | ------------------------------------------------------------------------------------



|                   |  |  |  |               
|------------------ |  |  |  | --------------
|                   |  | 
|/s/ K. C. Syrvalin |  |  |  |               
|K. C. Syrvalin     |  |  |  | March 30, 2006



21



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##### Table of Contents

EXHIBIT INDEX

OMNOVA Solutions Inc. Amendment No. 1 to Form 10-K

For the Year Ended November 30, 2005



|     |  |                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------
|23.2 |  | Consent of Ernst & Young LLP  Bangkok, Thailand, Independent Registered Public Accounting Firm.                       
|     | 
|31.1 |  | Principal Executive Officers Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
|     | 
|31.2 |  | Principal Executive Officers Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



22