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Fourth Quarter & Fiscal Year 2008
Earnings Conference Call
March 12, 2009
                                    a
                                        1
Forward-Looking Statements
Certain statements in this presentation are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. In addition, the management of Hexion Specialty Chemicals, Inc. (which may be
referred to as “Hexion,” “we,” “us,” “our” or the “Company”) may from time to time make oral forward-
looking statements. Forward looking statements may be identified by the words “believe,” “expect,”
“anticipate,” “project,” “plan,” “estimate,” “will” or “intend” or similar expressions. Forward-looking
statements reflect our current views about future events and are based on currently available financial,
economic and competitive data and on our current business plans. Actual results could vary materially
depending on risks and uncertainties that may affect our markets, services, prices and other factors as
discussed in our 2008 Annual Report on Form 10-K, and our other filings, with the Securities and
Exchange Commission (SEC). Important factors that could cause actual results to differ materially from
those in the forward-looking statements include, but are not limited to: economic factors such as the
current credit crises and economic downturn and their related impact on liquidity and an interruption in
the supply of or increased pricing of raw materials due to natural disasters; competitive factors such as
pricing actions by our competitors that could affect our operating margins; and regulatory factors such as
changes in governmental regulations involving our products that lead to environmental and legal matters
as described in our 2008 Annual Report on Form 10-K, and our other filings, with the SEC.

This presentation contains non-GAAP financial information. Reconciliation to GAAP is included
at the end of the presentation.




                                                                                                             2
Overview of Fourth Quarter & FY08 Results
Craig O. Morrison
Chairman, President & Chief Executive Officer




                                                3
Fourth Quarter 2008 Results

      Fourth quarter 2008 trends reflected dramatically weakening market conditions and inventory destocking by
      customers in most of Hexion’s core markets, resulting in a significant decline in volumes
      Fourth quarter volumes dramatically declined as the quarter progressed
      Hexion Specialty Chemicals Fourth Quarter 2008 results impacted by global recession:
         – Revenues of $1.18 billion, a 20% decrease over the prior year
         – Operating loss of $876 million compared to operating income of $21 million in prior year
         – Q408 results reflected $800 million in terminated merger and settlement costs
         – Segment EBITDA (1) of $46 million compared to $125 million in prior year quarter
      The Company has announced aggressive actions to address the EBITDA decline and enhance liquidity
        – Hexion is pursuing ~$100 million in incremental cost reduction programs, an increase versus the
          previously-announced target of $60 million
        – The Company is taking additional actions to further improve cash flow, including: reducing discretionary
           spending; decreasing targeted FY09 capital spending to $111 million; and lowering inventory levels
      Year-end 2008 pro forma adjusted EBITDA of $596 million and an interest coverage ratio of 2.41 (1)
      On December 14, 2008, Hexion Specialty Chemicals, Inc. entered into a settlement agreement with Huntsman
      Corporation (NYSE: HUN) (“Huntsman”) and other parties
        – Affiliate of Apollo agreed to make a $200 million investment in Hexion


           Hexion is Responding Aggressively to the Unprecedented Downturn in Market Conditions

(1)     Segment EBITDA and Adjusted EBITDA are non-GAAP financial measures. The closest GAAP financial measure is Net Income (Loss). A table that reconciles these two measures is at the end of this
        presentation. Management believes that Adjusted EBITDA is meaningful to investors because the Company is required to have an Adjusted EBITDA to Fixed Charges ratio of greater than 2.0 to 1.0 to incur
        additional indebtedness under its indenture for the Second Priority Senior Secured Notes. As of December 31, 2008, the Company was able to satisfy this covenant and incur additional indebtedness under
        its indentures. December 31, 2008 Adjusted EBITDA includes $119 million of in-process Hexion synergies and productivity savings.


                                                                                                                                                                                                                   4
Fourth Quarter and Fiscal Year 2008
   Summary Financial Performance

                              Quarter Ended December 31                                                                              Year Ended

($ in millions)                    2008                         2007                           ∆                                  2008    2007       ∆

Revenue                        $ 1,178                      $1,480                        (20)%                                 $ 6,093   $5,810      5%
                                                                                                               Q408                                         FY08
                                                                                                               operating loss
Operating                                                                                                      reflects lower
                                                                                                                                                            operating
                                                                                                                                                            loss reflects
                                                                                                               volumes, $800
(loss)                               (876)                               21                 nm                 million in         (893)      302     nm     $1,027
                                                                                                                                                            million in
                                                                                                               terminated
income                                                                                                         merger and
                                                                                                                                                            terminated
                                                                                                                                                            merger and
                                                                                                               settlement                                   settlement
                                                                                                               costs and $23                                costs (1)
                                                                                                               million from
Net loss                             (921)                           (63)                   nm                 extended (1)     (1,190)      (65)    nm
                                                                                                               shutdowns


Segment
                                             46                      125                  (63)%                                    461       611    (25)%
EBITDA (2)

                                Lower Volumes Offset Falling Raw Material Trends in Q408
    (1)    Further information about the terminated transaction can be found in the Company’s Annual Report on Form 10-K.
    (2)    Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.



                                                                                                                                                                            5
Persistent Raw Material Volatility Continues with
Q408 Decline

      1.35           Hexion Global Raw Material Cost Index

      1.25                                                                                   Raw Material
                                                                                             Index decreased
      1.15                                                                                   17% in Q408
                                                                                             versus Q407
      1.05                                                                                   average levels

      0.95

      0.85

      0.75

      0.65
                Q1        Q2          Q3     Q4        Q1       Q2          Q3      Q4
                               2007                                  2008
      Summary
        Volume declines masked benefit of falling raw materials in Q408
        Average raw material prices increased for FY08 vs. FY07 reflecting dramatic
        increases through October 2008:
          – Phenol increased 2%                                                                  Source: CMAI data.
          – Methanol increased 14%
          – Urea increased 53%
        Year over year, Hexion raw material costs increased ~$225 million in FY08 vs. FY07                            6
Quarterly Results Reflect the Global Recession;
 Full-Year 2008 Revenue Up 5 Percent

                                             Net Sales
                    Q408 vs. Q407                                        FY08 vs. FY07

    Epoxy &
    Phenolic   (26)%                                                             3%
     Resins

Formaldehyde
    & Forest           (15)%                                                                   14%
    Products

    Coatings
      & Inks   (25)%                                              (6)%


 Performance
    Products                                 6%                                                14%

    Summary
       Fourth Quarter 2008 revenue drop reflects unprecedented end market decline, lower
       raw material costs and weak volumes
       Full-year top-line growth supported by pricing actions related to the pass-through of
       raw material increases and acquisition gains of $158 million
       Performance Products continues to grow despite a negative economic environment                7
Segment EBITDA Results

                                                  Quarter Ended December 31                                    Year Ended
$ in millions
                                                          2008                        2007             2008                 2007
                   Epoxy and                              $ (2)                        $ 65            $ 192                $ 334
                   Phenolic
                   Resins
                   Formaldehyde                               41                          42            194                  177
                   and Forest
                   Product Resins
                   Coatings                                  (4)                          12            35                   81
                   and Inks

                   Performance                                23                          19            90                   73
                   Products


  Summary
       EPRD quarterly results reflect dramatic declines in end markets and inventory destocking
       Forest Products’ results illustrate the ongoing slowdown in N. American housing starts and extended
       seasonal shutdowns by customers, partially offset by Eastern European wood market
       Hexion is taking aggressive cost actions to address market challenges in Coatings and Inks segment
       Performance Products driven by strong oilfield products growth and traction from
       recent new product introductions
        (1)   Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.
                                                                                                                                    8
Expanded Productivity Program Aimed at Aligning
  Cost Structure with Recessionary Market Conditions

                            Synergy and Productivity Program
                                                 ($ millions)
   Pursuing ~ $100 million in additional
   productivity savings from an expanded
   restructuring program
     –   Actions include a 15% reduction in                                                  $119
         staffing                                                                                           Additional
                                                                                                           Actions Under
     –   Most of the actions to obtain these                                  Additional
         savings will be completed within the
                                                                 $97          Productivity     $39         Consideration
                                                                              Initiatives                  • site actions
         next 12-18 months
                                                                                                           • utility &
     –  Hexion expects working capital            Additional
                                                  Productivity
                                                                  $60                                      wastewater
        reductions will fund one-time costs of    Initiatives
                                                                                                           initiatives
        $44 million                                                                                        • contract
   Hexion achieved $17 million in targeted                                                                 services
                                                                                                           negotiations
   synergies and productivity savings in Q408
                                                                                                           • SG&A
                                                                                                           actions
   The Company had $119 million in                               At 9/30/08                  At 12/31/08
   unrealized synergy and productivity
   savings as of Dec. 31, 2008

   Further actions under consideration

          Hexion Estimates ~ $50 Million In Potential Productivity Initiatives
                                                                   Initiatives
That Are Currently Under Review And Not Reflected In LTM Adjusted EBITDA At 12/31/08
                                                                                                                            9
Ongoing Focus On Streamlining
 Manufacturing Footprint
2007 Site Actions:
  – Lynwood, California (1)                             (Coatings)
  – Clayton, U.K.                                       (Coatings)
  – Hamburg, Germany                                    (Coatings)
  – Molndal, Sweden                                     (Coatings)
  – Vancouver, British Columbia                         (Forest Products)
  – High Point, North Carolina                          (Forest Products)


2008 Site Actions
  – LaVal, Quebec                                       (Forest Products)
  – Virginia, Minnesota                                 (Forest Products)
  – Hernani, Spain                                      (Phenolic Resins)
  – Santo Varao, Portugal                               (Inks)
                                 (1)
  – Sant’ Albano, Italy                                 (Coatings)
  – SG&A Reductions                                     (Inks, FFP, Corp.)

2009 Site Actions
  – Pleasant Prairie, Wisc.                             (Inks)
                                                                                                           2008 Site Actions:
  – SG&A Reductions                                     (Corp.)                                                                   a
                                                                                                           Annualized savings of ~ $16 million
                                                                                                                                   A
  (1)   Sites remain operational; actions included stopping production of solvent-based coatings at our Lynwood California facility, as well as ceasing production of two amino resin departments at
        Sant’ Albano, Italy.
                                                                                                                                                                                                       10
Hexion Reduced Working Capital by $80 million as of
December 31, 2008

              Working Capital as a Percentage
                       of LTM Sales

                  13.1%




                                        11.1%




                   2007                  2008



             Focus on Working Capital Continues in 2009



                                                          11
Update Related to the Huntsman Litigation Settlement Agreement

As previously announced, on December 14, 2008, the Company entered into a
settlement agreement and release with Huntsman Corporation (NYSE: HUN)
(“Huntsman”) and certain other parties with respect to litigation relating to the
Huntsman merger agreement. Under the settlement agreement:
  – Hexion paid Huntsman a $325 million termination fee, as required by the
     merger agreement
 – Hexion paid Huntsman $225 million, reserving all rights with respect to
   reallocation of the payment to certain other affiliates of Apollo
 – Certain affiliates of Apollo paid Huntsman $200 million, reserving all rights with
   respect to reallocation of the payment to certain other affiliates of Apollo
 – Certain affiliates of Apollo purchased $250 million of Huntsman’s 7%
   convertible senior notes (See filed termination agreement.)

Also, affiliates of Apollo committed to a $200 million investment in Hexion
The termination fee was borrowed by Hexion LLC. The $325 million termination fee
loan is a six-year loan to Hexion LLC with a payment in kind (PIK) provision that
enables Hexion LLC, at its option, to accrue the interest at intervals during the term
loan in lieu of paying cash interest payments
  – Since the borrowing was made by Hexion’s parent, the Company’s
    cash flow and debt covenant calculations are not impacted
                                                                                         12
Q109 Outlook and 2009 Actions
 The Company expects a recession throughout 2009 and possibly beyond
 The Company is leveraging the cash management expertise that it has acquired through 14 years of
 private equity ownership
 Hexion is focused on achieving its unrealized synergy and productivity initiatives, as well as liquidity-
 enhancing actions
 Cash preservation actions, include:
   –   Reduction of safety stock to reduce inventories
   –   Various productivity initiatives, such as utility and processing actions
   –   Lowering FY09 capital expenditure target by 17 percent compared to FY08 spend
   –   Weekly senior management reviews of global demand as certain plants remain idled until
       demand improves
   –   Monthly working capital reviews led by senior management
   –   Acceleration of collection of accounts receivable through factoring
 Q109 volumes remain weak reflecting the general industrial environment
 Hexion expects first quarter volumes and operating margins to be in line with the fourth quarter 2008
 results
 Strategically leveraging Apollo’s $200 million equity commitment
 Despite economic headwinds, the Company is making selective investments in high-growth markets
   –   Two international Forest Product manufacturing facilities coming online in 2H09

                                                                                                             13
Financial Review
William H. Carter
Executive Vice President & Chief Financial Officer




                                                     14
Epoxy and Phenolic Resins (EPRD)
Fourth Quarter 2008 Segment Highlights
                                                                              Summary
                          Quarter Ended December 31
                                                                                 Several large epoxy sites were idled in
                                                                                 December due to volume declines
 ($ in millions)           2008                 2007              ∆                – Hexion recorded $23 million in
                                                                                       increased operating losses from
                                                                                       extended shutdowns, primarily
 Revenue                  $ 446               $ 602               (26)%                within EPRD

 Segment                                                                          EBITDA declines reflected:
                               $ (2)            $ 65               nm
 EBITDA                                                                             – Ongoing competitive pressures
                                                                                       within intermediates and base
                                                                                       epoxies
                      Q408 Sales Comparison YOY                                     – Slowing European markets and
                                                                                       auto demand plummeting in
                                                                                       December
                                   Currency       Acquisitions/                     – Supplier force majeure in Q408
  Volume           Price/Mix      Translation     Divestitures        Total
                                                                                  Continued strength in wind energy
  (27)%              6%                (5)%            --             (26)%       markets supported specialty epoxy sales
                                                                                    – Hexion announced plans for a
                                                                                        new blending site in Germany
                                                                                        slated to come online in Q309
                                                                                                                           15
Formaldehyde and Forest Products (FFP) Resins
Fourth Quarter 2008 Segment Highlights
                                                                           Summary
                         Quarter Ended December 31
                                                                             Q408 volumes continue to reflect
                                                                             challenging North American
 ($ in millions)            2008             2007              ∆             housing market

                                                                              Strategic Eastern European
 Revenue                   $ 405           $ 478               (15)%          acquisition bolstered both
                                                                              quarterly and full-year earnings
 Segment
                            $ 41             $ 42              (2)%
 EBITDA                                                                       World-scale formaldehyde and
                                                                              resins manufacturing complex is
                                                                              under construction in southern
                      Q408 Sales Comparison YOY                               Brazil to serve the rapidly
                                                                              growing engineered wood
                                                                              products market
                                Currency       Acquisitions/
  Volume           Price/Mix   Translation     Divestitures        Total      Russian joint venture expansion
                                                                              remains on track for first-half
  (23)%              14%           (10)%            4%             (15)%      2009 production




                                                                                                                 16
Coatings and Inks (C&I)
Fourth Quarter 2008 Segment Highlights
                                                                          Summary
                           Quarter Ended December 31
                                                                            Dramatic declines in demand
                                                                            and competitive pricing
  ($ in millions)               2008            2007             ∆          pressures hampered results
                                                                            within both Coatings and Inks
                                                                            businesses
  Revenue                  $ 238               $ 316             (25)%
                                                                             Hexion continues to take actions
  Segment                                                                    to improve its cost structure
                                $ (4)           $ 12              nm
  EBITDA                                                                     within this segment
                                                                               – Announced closure of a
                                                                                   North American Inks site in
                       Q408 Sales Comparison YOY                                   December 2008

                                                                             Hexion’s expanded productivity
                                   Currency      Acquisitions/               program strategically focuses on
  Volume            Price/Mix     Translation    Divestitures     Total      certain portions of C&I business

  (24)%               3%                (4)%           --         (25)%




                                                                                                                 17
Performance Products (PPD)
Fourth Quarter 2008 Segment Highlights
                                                                           Summary
                        Quarter Ended December 31
                                                                             Strong demand for oilfield
                                                                             products, partially offset by soft
 ($ in millions)          2008             2007                ∆             foundry business, drove positive
                                                                             overall results

 Revenue                  $ 89             $ 84                6%             Hexion recently announced
                                                                              several Oilfield site expansions:
 Segment                                                                        – Completed construction of
                          $ 23             $ 19                21%
 EBITDA                                                                            a new facility in Oklahoma
                                                                                   City, OK, in Q408 and site
                                                                                   became operational in
                                                                                   January ‘09
                      Q408 Sales Comparison YOY                                 – Distribution site expansion
                                                                                   in Wyoming expected to
                                                                                   come online in late Spring
                                  Currency     Acquisitions/                       ‘09
  Volume           Price/Mix     Translation   Divestitures        Total        – Finalizing site commission
                                                                                   work in Cleburne, Texas
     6%              2%             (2)%            --             6%




                                                                                                                  18
Huntsman Litigation: Accounting Standards Require
Profit & Loss Recognition

                                          Cash Impact                         P&L Impact                               Other


Termination Fee:                                 No                                 Yes                     Paid by Hexion, as required by
                                                                                                          the merger agreement
                                                                                                             $325 million capital contribution
$325 million                                                                                              from Hexion LLC

Settlement of Claims:                            No                                 Yes                      Paid by Hexion, reserving all
                                                                                                          rights with respect to reallocation
                                                                                                          of the payment to certain other
$225 million                                                                                              affiliates of Apollo
                                                                                                            $225 million advance shown as
                                                                                                          long term liability on balance
                                                                                                          sheet
                                                                                                             Will be settled by any insurance
                                                                                                          proceeds received with the
                                                                                                          difference recorded as a capital
                                                                                                          contribution

Settlement of Claims:                            No                                 Yes                      Paid by certain affiliates of
                                                                                                          Apollo, reserving all rights with
                                                                                                          respect to reallocation of the
$200 million                                                                                              payment to certain other affiliates
                                                                                                          of Apollo
                                                                                                            $200 million recorded as a
                                                                                                          credit to capital (1)


      (1)      Recorded in accordance with SEC SAB Topic 5T; the $200 million Apollo settlement was recorded
               by Hexion as an expense and a credit to paid-in capital

                                                                                                                                                 19
Balance Sheet Update & Financial Summary

 Productivity initiatives, along with expected decreases in raw material costs in first half of 2009,
 should further boost efforts to improve working capital
  – Working capital at December 31, 2008 was $679 million, a decrease of $80 million from
    December 31, 2007.

 FY08 capital expenditures totaled $134 million, which included $13 million invested in a new
 plant currently under construction in Brazil, versus the original FY08 guidance of $150 million

 Aggressively managing capital expenditures
  – Adjusting 2009 capital expenditure target downward to ~ $110 million
  – FY09 maintenance and environmental capital expenditures are estimated to be
    approximately 60 percent of 2009 target

 Liquidity: cash plus borrowing availability of $418 million at December 31, 2008, which includes
 the $200 million Apollo commitment to Hexion

 No significant debt maturities until 2013

                              Net Debt: $3.7 billion (12/31/08)


                                                                                                        20
Hexion Benefits from Long-Dated Maturities and
Liquidity Commitment
Hexion has limited short term debt service requirements and no
immediate refinancing risks
$325 million termination debt facility has no impact on Hexion’s                                     Debt Maturities
covenant calculations or the Company’s short and medium term
cash flows
  –   Debt was borrowed by Hexion’s parent on an unsecured                            $2,200
      basis and contributed to Hexion to pay the termination fee
                                                                                      $2,000
  –   Debt has a PIK provision for the payment of interest. This
      eliminates any debt service requirements until maturity in                      $1,800
      2014.
                                                                                      $1,600
  –   Operating Company does not guarantee the debt
                                                                                      $1,400
  –   There are no maintenance covenants




                                                                   ($ in m illions)
                                                                                      $1,200
  –   There is no impact on Hexion’s current covenants since
      the debt is with the parent company                                             $1,000
Apollo’s continued support provides additional liquidity and                           $800
flexibility
                                                                                       $600
  –   Certain affiliates of Apollo have committed to purchase
      $200 million of preferred units and warrants of Hexion                           $400
      LLC prior to 12/31/11
                                                                                       $200
  –   Hexion has right to request investment earlier, as
      necessary                                                                          $0
                                                                                               2006 2007 2008 2009 2010 2011 2012 2013 2014 2015+
  –   Combination of any liquidity facilities and investment
      commitment will at no time exceed $200 million
  –   $100 million term loan proceeds received on
      March 2, 2009


                                                                                                                                               21
Summary
Craig O. Morrison




                    22
Summary: Hexion Fourth Quarter & FY08 Results

Hexion’s fourth quarter 2008 results reflected recessionary end market conditions
and significant inventory destocking by customers
Full-year sales gain of 5% driven by product, customer and geographic diversity,
as well as raw material contractual pass-through capabilities
While global market conditions continued to soften during Q408, Hexion is
carefully managing the restart of facilities in light of first quarter 2009 volume
softness
Based on operating trends to date in the first quarter of 2009, the Company
expects first quarter volumes and operating margins to be in line with the fourth
quarter of 2008
Hexion announced increased productivity savings of ~ $100 million focused on
improving operational efficiencies
  – Additional savings measures under evaluation
The Company has taken a number of actions intended to enhance liquidity
for 2009
Management team is experienced in operating in a cash-driven environment
Hexion posted a December 31, 2008 pro forma adjusted EBITDA of $596 million


                                                                                     23
Appendices




             24
Reconciliation of Non-GAAP Financial Measures

($ millions)                                      Three months ended Dec. 31,   Twelve months ended Dec. 31,
                                                    2008              2007         2008             2007
Segment EBITDA:
   Epoxy and Phenolic Resins                           (2)               65          192             334
   Formaldehyde and Forest Product Resins               41               42          194             177
   Coatings and Inks                                   (4)               12            35              81
   Performance Products                                 23               19            90              73
   Corporate and Other                                (12)             (13)          (50)            (54)
                         Total                          46             125           461             611
Reconciliation:
Items not included in Segment EBITDA
   Terminated merger costs                           (800)               --       (1,027)              --
  Transaction costs                                     --               --            --             (1)
  Integration costs                                    (7)             (10)          (27)            (38)
  Non-cash charges                                    (11)             (37)          (26)            (54)
Unusual items:
  Gains (loss) on divestiture of assets                (6)               --            5                8
  Purchase accounting effects/inventory step-up         --              (1)            --             (1)
   Business realignments                              (19)              (5)          (41)            (21)
   Derivative settlement                              (24)               --          (37)              --
   Other                                                1               (8)           (8)            (17)
Total unusual items                                   (48)             (14)          (81)            (31)
              Total adjustments                      (866)             (61)       (1,161)           (124)
Interest expense, net                                 (77)             (73)         (304)           (310)
Income tax benefit (expense)                            22              (1)            17            (44)
Depreciation and amortization                         (46)             (53)         (203)           (198)
Net loss                                             (921)             (63)       (1,190)            (65)
                                                                                                               25
Fixed Charge Covenant Calculations

                                                                         Year Ended
            Reconciliation of Net Loss to Adj. EBIT DA                December 31, 2008
            Net loss                                                  $         (1,190)

            Income taxes                                                           (17)

            Interest expense, net                                                 304

            Depreciation and amortization expense                                 203

              EBITDA                                                             (700)

            Adjustments to EBITDA

               Terminated merger and settlement costs (1)                       1,027

               Integration costs (2)                                               27

               Non-cash items (3)                                                  26

            Unusual items:

               Gain on divestiture of assets                                        (5)

               Business realignments (4)                                           41

               Derivative settlements (5)                                          37

               Other (6)                                                           24

            Total unusual items                                                    97



            In process Synergies & productivity program savings (7)               119

            Adjusted EBITDA                                            $          596

            Fixed Charges (8)                                          $          247

            Ratio of Adj. EBITDA to Fixed Charges (10)                           2.41




                                                                                          26
Fixed Charge Covenant Calculations Footnotes

  1.   Primarily represents accounting, consulting, tax and legal costs related to the terminated Huntsman merger and
       related litigation, including the $325 million payment to Huntsman to terminate the merger and the $225 million to
       settle litigation and the non-cash push-down of settlement costs paid by Apollo of $200 million. Also represents
       the write-off of previously deferred acquisition costs.

  2.   Primarily represents redundancy and incremental administrative costs associated with integration programs. Also
       includes costs to implement a single, company-wide management information and accounting system and a new
       consolidations and financial reporting system.

  3.   Includes non-cash charges for impairments of property and equipment and intangible assets, impairments of
       goodwill, accelerated depreciation, stock-based compensation and unrealized foreign exchange and derivative
       activity.

  4.   Represents plant rationalization, headcount reduction and other costs associated with business realignments.

  5.   Primarily represents derivative settlements on a portion of our cross currency and interest rate swaps.

  6.   Primarily includes pension expense related to formerly owned businesses, business optimization expenses,
       management fees and realized foreign currency activity.

  7.   Represents targeted productivity program savings.

  8.   The charges reflect pro forma interest expense based on interest rates at February 26, 2009.

  9.   We are required to have an Adjusted EBITDA to Fixed Charges ratio of greater than 2.0 to 1.0 to be able to incur
       additional indebtedness under our indenture for the Second Priority Senior Secured Notes. As of December 31,
       2008, the Company was able to satisfy this covenant and incur additional indebtedness under this indenture.



                                                                                                                            27
Debt at December 31, 2008

($ in millions)

Senior Secured Credit Facilities:                                           12/31/2008   12/31/2007
     Floating rate term loans due 2013                                  $       2,254     $    2,282
     Revolving credit facilities due 2011                                         180             --
Senior Secured Notes:
     9.75% Second-priority senior secured notes due 2014                          625           625
     Floating rate second-priority senior secured notes due 2014                  200           200
Debentures:
     9.2% debentures due 2021                                                     115           115
     7.875% debentures 2023                                                       247           247
     Sinking fund debentures: 8.375% due 2016                                      78            78
Other Borrowings:
     Australian Multi-Currency Term/Working Capital Facility due 2012              50            69
     Industrial Revenue Bonds due 2009                                             34            34
     Capital Leases                                                                15            12
     Other                                                                         61            58
Total debt                                                                    $ 3,859      $   3,720



                                                                                                       28
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Hexion 3CEE2ED8-8446-4BEA-B451-85C020EE965F_4Q2008InvestorCallFinal

  • 1. Fourth Quarter & Fiscal Year 2008 Earnings Conference Call March 12, 2009 a 1
  • 2. Forward-Looking Statements Certain statements in this presentation are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, the management of Hexion Specialty Chemicals, Inc. (which may be referred to as “Hexion,” “we,” “us,” “our” or the “Company”) may from time to time make oral forward- looking statements. Forward looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “will” or “intend” or similar expressions. Forward-looking statements reflect our current views about future events and are based on currently available financial, economic and competitive data and on our current business plans. Actual results could vary materially depending on risks and uncertainties that may affect our markets, services, prices and other factors as discussed in our 2008 Annual Report on Form 10-K, and our other filings, with the Securities and Exchange Commission (SEC). Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: economic factors such as the current credit crises and economic downturn and their related impact on liquidity and an interruption in the supply of or increased pricing of raw materials due to natural disasters; competitive factors such as pricing actions by our competitors that could affect our operating margins; and regulatory factors such as changes in governmental regulations involving our products that lead to environmental and legal matters as described in our 2008 Annual Report on Form 10-K, and our other filings, with the SEC. This presentation contains non-GAAP financial information. Reconciliation to GAAP is included at the end of the presentation. 2
  • 3. Overview of Fourth Quarter & FY08 Results Craig O. Morrison Chairman, President & Chief Executive Officer 3
  • 4. Fourth Quarter 2008 Results Fourth quarter 2008 trends reflected dramatically weakening market conditions and inventory destocking by customers in most of Hexion’s core markets, resulting in a significant decline in volumes Fourth quarter volumes dramatically declined as the quarter progressed Hexion Specialty Chemicals Fourth Quarter 2008 results impacted by global recession: – Revenues of $1.18 billion, a 20% decrease over the prior year – Operating loss of $876 million compared to operating income of $21 million in prior year – Q408 results reflected $800 million in terminated merger and settlement costs – Segment EBITDA (1) of $46 million compared to $125 million in prior year quarter The Company has announced aggressive actions to address the EBITDA decline and enhance liquidity – Hexion is pursuing ~$100 million in incremental cost reduction programs, an increase versus the previously-announced target of $60 million – The Company is taking additional actions to further improve cash flow, including: reducing discretionary spending; decreasing targeted FY09 capital spending to $111 million; and lowering inventory levels Year-end 2008 pro forma adjusted EBITDA of $596 million and an interest coverage ratio of 2.41 (1) On December 14, 2008, Hexion Specialty Chemicals, Inc. entered into a settlement agreement with Huntsman Corporation (NYSE: HUN) (“Huntsman”) and other parties – Affiliate of Apollo agreed to make a $200 million investment in Hexion Hexion is Responding Aggressively to the Unprecedented Downturn in Market Conditions (1) Segment EBITDA and Adjusted EBITDA are non-GAAP financial measures. The closest GAAP financial measure is Net Income (Loss). A table that reconciles these two measures is at the end of this presentation. Management believes that Adjusted EBITDA is meaningful to investors because the Company is required to have an Adjusted EBITDA to Fixed Charges ratio of greater than 2.0 to 1.0 to incur additional indebtedness under its indenture for the Second Priority Senior Secured Notes. As of December 31, 2008, the Company was able to satisfy this covenant and incur additional indebtedness under its indentures. December 31, 2008 Adjusted EBITDA includes $119 million of in-process Hexion synergies and productivity savings. 4
  • 5. Fourth Quarter and Fiscal Year 2008 Summary Financial Performance Quarter Ended December 31 Year Ended ($ in millions) 2008 2007 ∆ 2008 2007 ∆ Revenue $ 1,178 $1,480 (20)% $ 6,093 $5,810 5% Q408 FY08 operating loss Operating reflects lower operating loss reflects volumes, $800 (loss) (876) 21 nm million in (893) 302 nm $1,027 million in terminated income merger and terminated merger and settlement settlement costs and $23 costs (1) million from Net loss (921) (63) nm extended (1) (1,190) (65) nm shutdowns Segment 46 125 (63)% 461 611 (25)% EBITDA (2) Lower Volumes Offset Falling Raw Material Trends in Q408 (1) Further information about the terminated transaction can be found in the Company’s Annual Report on Form 10-K. (2) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions. 5
  • 6. Persistent Raw Material Volatility Continues with Q408 Decline 1.35 Hexion Global Raw Material Cost Index 1.25 Raw Material Index decreased 1.15 17% in Q408 versus Q407 1.05 average levels 0.95 0.85 0.75 0.65 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2007 2008 Summary Volume declines masked benefit of falling raw materials in Q408 Average raw material prices increased for FY08 vs. FY07 reflecting dramatic increases through October 2008: – Phenol increased 2% Source: CMAI data. – Methanol increased 14% – Urea increased 53% Year over year, Hexion raw material costs increased ~$225 million in FY08 vs. FY07 6
  • 7. Quarterly Results Reflect the Global Recession; Full-Year 2008 Revenue Up 5 Percent Net Sales Q408 vs. Q407 FY08 vs. FY07 Epoxy & Phenolic (26)% 3% Resins Formaldehyde & Forest (15)% 14% Products Coatings & Inks (25)% (6)% Performance Products 6% 14% Summary Fourth Quarter 2008 revenue drop reflects unprecedented end market decline, lower raw material costs and weak volumes Full-year top-line growth supported by pricing actions related to the pass-through of raw material increases and acquisition gains of $158 million Performance Products continues to grow despite a negative economic environment 7
  • 8. Segment EBITDA Results Quarter Ended December 31 Year Ended $ in millions 2008 2007 2008 2007 Epoxy and $ (2) $ 65 $ 192 $ 334 Phenolic Resins Formaldehyde 41 42 194 177 and Forest Product Resins Coatings (4) 12 35 81 and Inks Performance 23 19 90 73 Products Summary EPRD quarterly results reflect dramatic declines in end markets and inventory destocking Forest Products’ results illustrate the ongoing slowdown in N. American housing starts and extended seasonal shutdowns by customers, partially offset by Eastern European wood market Hexion is taking aggressive cost actions to address market challenges in Coatings and Inks segment Performance Products driven by strong oilfield products growth and traction from recent new product introductions (1) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions. 8
  • 9. Expanded Productivity Program Aimed at Aligning Cost Structure with Recessionary Market Conditions Synergy and Productivity Program ($ millions) Pursuing ~ $100 million in additional productivity savings from an expanded restructuring program – Actions include a 15% reduction in $119 staffing Additional Actions Under – Most of the actions to obtain these Additional savings will be completed within the $97 Productivity $39 Consideration Initiatives • site actions next 12-18 months • utility & – Hexion expects working capital Additional Productivity $60 wastewater reductions will fund one-time costs of Initiatives initiatives $44 million • contract Hexion achieved $17 million in targeted services negotiations synergies and productivity savings in Q408 • SG&A actions The Company had $119 million in At 9/30/08 At 12/31/08 unrealized synergy and productivity savings as of Dec. 31, 2008 Further actions under consideration Hexion Estimates ~ $50 Million In Potential Productivity Initiatives Initiatives That Are Currently Under Review And Not Reflected In LTM Adjusted EBITDA At 12/31/08 9
  • 10. Ongoing Focus On Streamlining Manufacturing Footprint 2007 Site Actions: – Lynwood, California (1) (Coatings) – Clayton, U.K. (Coatings) – Hamburg, Germany (Coatings) – Molndal, Sweden (Coatings) – Vancouver, British Columbia (Forest Products) – High Point, North Carolina (Forest Products) 2008 Site Actions – LaVal, Quebec (Forest Products) – Virginia, Minnesota (Forest Products) – Hernani, Spain (Phenolic Resins) – Santo Varao, Portugal (Inks) (1) – Sant’ Albano, Italy (Coatings) – SG&A Reductions (Inks, FFP, Corp.) 2009 Site Actions – Pleasant Prairie, Wisc. (Inks) 2008 Site Actions: – SG&A Reductions (Corp.) a Annualized savings of ~ $16 million A (1) Sites remain operational; actions included stopping production of solvent-based coatings at our Lynwood California facility, as well as ceasing production of two amino resin departments at Sant’ Albano, Italy. 10
  • 11. Hexion Reduced Working Capital by $80 million as of December 31, 2008 Working Capital as a Percentage of LTM Sales 13.1% 11.1% 2007 2008 Focus on Working Capital Continues in 2009 11
  • 12. Update Related to the Huntsman Litigation Settlement Agreement As previously announced, on December 14, 2008, the Company entered into a settlement agreement and release with Huntsman Corporation (NYSE: HUN) (“Huntsman”) and certain other parties with respect to litigation relating to the Huntsman merger agreement. Under the settlement agreement: – Hexion paid Huntsman a $325 million termination fee, as required by the merger agreement – Hexion paid Huntsman $225 million, reserving all rights with respect to reallocation of the payment to certain other affiliates of Apollo – Certain affiliates of Apollo paid Huntsman $200 million, reserving all rights with respect to reallocation of the payment to certain other affiliates of Apollo – Certain affiliates of Apollo purchased $250 million of Huntsman’s 7% convertible senior notes (See filed termination agreement.) Also, affiliates of Apollo committed to a $200 million investment in Hexion The termination fee was borrowed by Hexion LLC. The $325 million termination fee loan is a six-year loan to Hexion LLC with a payment in kind (PIK) provision that enables Hexion LLC, at its option, to accrue the interest at intervals during the term loan in lieu of paying cash interest payments – Since the borrowing was made by Hexion’s parent, the Company’s cash flow and debt covenant calculations are not impacted 12
  • 13. Q109 Outlook and 2009 Actions The Company expects a recession throughout 2009 and possibly beyond The Company is leveraging the cash management expertise that it has acquired through 14 years of private equity ownership Hexion is focused on achieving its unrealized synergy and productivity initiatives, as well as liquidity- enhancing actions Cash preservation actions, include: – Reduction of safety stock to reduce inventories – Various productivity initiatives, such as utility and processing actions – Lowering FY09 capital expenditure target by 17 percent compared to FY08 spend – Weekly senior management reviews of global demand as certain plants remain idled until demand improves – Monthly working capital reviews led by senior management – Acceleration of collection of accounts receivable through factoring Q109 volumes remain weak reflecting the general industrial environment Hexion expects first quarter volumes and operating margins to be in line with the fourth quarter 2008 results Strategically leveraging Apollo’s $200 million equity commitment Despite economic headwinds, the Company is making selective investments in high-growth markets – Two international Forest Product manufacturing facilities coming online in 2H09 13
  • 14. Financial Review William H. Carter Executive Vice President & Chief Financial Officer 14
  • 15. Epoxy and Phenolic Resins (EPRD) Fourth Quarter 2008 Segment Highlights Summary Quarter Ended December 31 Several large epoxy sites were idled in December due to volume declines ($ in millions) 2008 2007 ∆ – Hexion recorded $23 million in increased operating losses from extended shutdowns, primarily Revenue $ 446 $ 602 (26)% within EPRD Segment EBITDA declines reflected: $ (2) $ 65 nm EBITDA – Ongoing competitive pressures within intermediates and base epoxies Q408 Sales Comparison YOY – Slowing European markets and auto demand plummeting in December Currency Acquisitions/ – Supplier force majeure in Q408 Volume Price/Mix Translation Divestitures Total Continued strength in wind energy (27)% 6% (5)% -- (26)% markets supported specialty epoxy sales – Hexion announced plans for a new blending site in Germany slated to come online in Q309 15
  • 16. Formaldehyde and Forest Products (FFP) Resins Fourth Quarter 2008 Segment Highlights Summary Quarter Ended December 31 Q408 volumes continue to reflect challenging North American ($ in millions) 2008 2007 ∆ housing market Strategic Eastern European Revenue $ 405 $ 478 (15)% acquisition bolstered both quarterly and full-year earnings Segment $ 41 $ 42 (2)% EBITDA World-scale formaldehyde and resins manufacturing complex is under construction in southern Q408 Sales Comparison YOY Brazil to serve the rapidly growing engineered wood products market Currency Acquisitions/ Volume Price/Mix Translation Divestitures Total Russian joint venture expansion remains on track for first-half (23)% 14% (10)% 4% (15)% 2009 production 16
  • 17. Coatings and Inks (C&I) Fourth Quarter 2008 Segment Highlights Summary Quarter Ended December 31 Dramatic declines in demand and competitive pricing ($ in millions) 2008 2007 ∆ pressures hampered results within both Coatings and Inks businesses Revenue $ 238 $ 316 (25)% Hexion continues to take actions Segment to improve its cost structure $ (4) $ 12 nm EBITDA within this segment – Announced closure of a North American Inks site in Q408 Sales Comparison YOY December 2008 Hexion’s expanded productivity Currency Acquisitions/ program strategically focuses on Volume Price/Mix Translation Divestitures Total certain portions of C&I business (24)% 3% (4)% -- (25)% 17
  • 18. Performance Products (PPD) Fourth Quarter 2008 Segment Highlights Summary Quarter Ended December 31 Strong demand for oilfield products, partially offset by soft ($ in millions) 2008 2007 ∆ foundry business, drove positive overall results Revenue $ 89 $ 84 6% Hexion recently announced several Oilfield site expansions: Segment – Completed construction of $ 23 $ 19 21% EBITDA a new facility in Oklahoma City, OK, in Q408 and site became operational in January ‘09 Q408 Sales Comparison YOY – Distribution site expansion in Wyoming expected to come online in late Spring Currency Acquisitions/ ‘09 Volume Price/Mix Translation Divestitures Total – Finalizing site commission work in Cleburne, Texas 6% 2% (2)% -- 6% 18
  • 19. Huntsman Litigation: Accounting Standards Require Profit & Loss Recognition Cash Impact P&L Impact Other Termination Fee: No Yes Paid by Hexion, as required by the merger agreement $325 million capital contribution $325 million from Hexion LLC Settlement of Claims: No Yes Paid by Hexion, reserving all rights with respect to reallocation of the payment to certain other $225 million affiliates of Apollo $225 million advance shown as long term liability on balance sheet Will be settled by any insurance proceeds received with the difference recorded as a capital contribution Settlement of Claims: No Yes Paid by certain affiliates of Apollo, reserving all rights with respect to reallocation of the $200 million payment to certain other affiliates of Apollo $200 million recorded as a credit to capital (1) (1) Recorded in accordance with SEC SAB Topic 5T; the $200 million Apollo settlement was recorded by Hexion as an expense and a credit to paid-in capital 19
  • 20. Balance Sheet Update & Financial Summary Productivity initiatives, along with expected decreases in raw material costs in first half of 2009, should further boost efforts to improve working capital – Working capital at December 31, 2008 was $679 million, a decrease of $80 million from December 31, 2007. FY08 capital expenditures totaled $134 million, which included $13 million invested in a new plant currently under construction in Brazil, versus the original FY08 guidance of $150 million Aggressively managing capital expenditures – Adjusting 2009 capital expenditure target downward to ~ $110 million – FY09 maintenance and environmental capital expenditures are estimated to be approximately 60 percent of 2009 target Liquidity: cash plus borrowing availability of $418 million at December 31, 2008, which includes the $200 million Apollo commitment to Hexion No significant debt maturities until 2013 Net Debt: $3.7 billion (12/31/08) 20
  • 21. Hexion Benefits from Long-Dated Maturities and Liquidity Commitment Hexion has limited short term debt service requirements and no immediate refinancing risks $325 million termination debt facility has no impact on Hexion’s Debt Maturities covenant calculations or the Company’s short and medium term cash flows – Debt was borrowed by Hexion’s parent on an unsecured $2,200 basis and contributed to Hexion to pay the termination fee $2,000 – Debt has a PIK provision for the payment of interest. This eliminates any debt service requirements until maturity in $1,800 2014. $1,600 – Operating Company does not guarantee the debt $1,400 – There are no maintenance covenants ($ in m illions) $1,200 – There is no impact on Hexion’s current covenants since the debt is with the parent company $1,000 Apollo’s continued support provides additional liquidity and $800 flexibility $600 – Certain affiliates of Apollo have committed to purchase $200 million of preferred units and warrants of Hexion $400 LLC prior to 12/31/11 $200 – Hexion has right to request investment earlier, as necessary $0 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015+ – Combination of any liquidity facilities and investment commitment will at no time exceed $200 million – $100 million term loan proceeds received on March 2, 2009 21
  • 23. Summary: Hexion Fourth Quarter & FY08 Results Hexion’s fourth quarter 2008 results reflected recessionary end market conditions and significant inventory destocking by customers Full-year sales gain of 5% driven by product, customer and geographic diversity, as well as raw material contractual pass-through capabilities While global market conditions continued to soften during Q408, Hexion is carefully managing the restart of facilities in light of first quarter 2009 volume softness Based on operating trends to date in the first quarter of 2009, the Company expects first quarter volumes and operating margins to be in line with the fourth quarter of 2008 Hexion announced increased productivity savings of ~ $100 million focused on improving operational efficiencies – Additional savings measures under evaluation The Company has taken a number of actions intended to enhance liquidity for 2009 Management team is experienced in operating in a cash-driven environment Hexion posted a December 31, 2008 pro forma adjusted EBITDA of $596 million 23
  • 25. Reconciliation of Non-GAAP Financial Measures ($ millions) Three months ended Dec. 31, Twelve months ended Dec. 31, 2008 2007 2008 2007 Segment EBITDA: Epoxy and Phenolic Resins (2) 65 192 334 Formaldehyde and Forest Product Resins 41 42 194 177 Coatings and Inks (4) 12 35 81 Performance Products 23 19 90 73 Corporate and Other (12) (13) (50) (54) Total 46 125 461 611 Reconciliation: Items not included in Segment EBITDA Terminated merger costs (800) -- (1,027) -- Transaction costs -- -- -- (1) Integration costs (7) (10) (27) (38) Non-cash charges (11) (37) (26) (54) Unusual items: Gains (loss) on divestiture of assets (6) -- 5 8 Purchase accounting effects/inventory step-up -- (1) -- (1) Business realignments (19) (5) (41) (21) Derivative settlement (24) -- (37) -- Other 1 (8) (8) (17) Total unusual items (48) (14) (81) (31) Total adjustments (866) (61) (1,161) (124) Interest expense, net (77) (73) (304) (310) Income tax benefit (expense) 22 (1) 17 (44) Depreciation and amortization (46) (53) (203) (198) Net loss (921) (63) (1,190) (65) 25
  • 26. Fixed Charge Covenant Calculations Year Ended Reconciliation of Net Loss to Adj. EBIT DA December 31, 2008 Net loss $ (1,190) Income taxes (17) Interest expense, net 304 Depreciation and amortization expense 203 EBITDA (700) Adjustments to EBITDA Terminated merger and settlement costs (1) 1,027 Integration costs (2) 27 Non-cash items (3) 26 Unusual items: Gain on divestiture of assets (5) Business realignments (4) 41 Derivative settlements (5) 37 Other (6) 24 Total unusual items 97 In process Synergies & productivity program savings (7) 119 Adjusted EBITDA $ 596 Fixed Charges (8) $ 247 Ratio of Adj. EBITDA to Fixed Charges (10) 2.41 26
  • 27. Fixed Charge Covenant Calculations Footnotes 1. Primarily represents accounting, consulting, tax and legal costs related to the terminated Huntsman merger and related litigation, including the $325 million payment to Huntsman to terminate the merger and the $225 million to settle litigation and the non-cash push-down of settlement costs paid by Apollo of $200 million. Also represents the write-off of previously deferred acquisition costs. 2. Primarily represents redundancy and incremental administrative costs associated with integration programs. Also includes costs to implement a single, company-wide management information and accounting system and a new consolidations and financial reporting system. 3. Includes non-cash charges for impairments of property and equipment and intangible assets, impairments of goodwill, accelerated depreciation, stock-based compensation and unrealized foreign exchange and derivative activity. 4. Represents plant rationalization, headcount reduction and other costs associated with business realignments. 5. Primarily represents derivative settlements on a portion of our cross currency and interest rate swaps. 6. Primarily includes pension expense related to formerly owned businesses, business optimization expenses, management fees and realized foreign currency activity. 7. Represents targeted productivity program savings. 8. The charges reflect pro forma interest expense based on interest rates at February 26, 2009. 9. We are required to have an Adjusted EBITDA to Fixed Charges ratio of greater than 2.0 to 1.0 to be able to incur additional indebtedness under our indenture for the Second Priority Senior Secured Notes. As of December 31, 2008, the Company was able to satisfy this covenant and incur additional indebtedness under this indenture. 27
  • 28. Debt at December 31, 2008 ($ in millions) Senior Secured Credit Facilities: 12/31/2008 12/31/2007 Floating rate term loans due 2013 $ 2,254 $ 2,282 Revolving credit facilities due 2011 180 -- Senior Secured Notes: 9.75% Second-priority senior secured notes due 2014 625 625 Floating rate second-priority senior secured notes due 2014 200 200 Debentures: 9.2% debentures due 2021 115 115 7.875% debentures 2023 247 247 Sinking fund debentures: 8.375% due 2016 78 78 Other Borrowings: Australian Multi-Currency Term/Working Capital Facility due 2012 50 69 Industrial Revenue Bonds due 2009 34 34 Capital Leases 15 12 Other 61 58 Total debt $ 3,859 $ 3,720 28
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