Hexion presented at the Credit Suisse Chemical Conference on September 27, 2007. The presentation provided an overview of Hexion's strong first half 2007 results, which validated the company's strategy and showed ongoing top-line growth and increased operating income and EBITDA compared to the first half of 2006. The presentation also discussed Hexion's diversified business segments and global footprint, growth initiatives, experienced management team, and strong financial position and free cash flow.
2. Forward-Looking Statements
Certain information in this presentation may be considered forward-looking information
within the meaning of the Private Securities Litigation Reform Act of 1995. This information
is based on the Company's current expectations and actual results could vary materially
depending on risks and uncertainties that may affect the Company's operations, markets,
services, prices and other factors as discussed in filings with the Securities and Exchange
Commission. These risks and uncertainties include, but are not limited to, industry and
economic conditions, competitive, legal, governmental and technological factors. There is
no assurance that the Company's expectations will be realized. The Company assumes
no obligation to update any forward-looking information contained in this presentation
should circumstances change, except as otherwise required by securities and other
applicable laws.
This presentation contains non-GAAP financial measures. A reconciliation to the
nearest U.S. GAAP financial measures is included at the end of the presentation.
2
3. Today’s Presenters
Craig O. Morrison William Carter
Chairman, President & Executive Vice President &
Chief Executive Officer Chief Financial Officer
Joined Hexion in March 2002 as Joined Hexion in April 1995 as CFO of
President and CEO of Borden Chemical Borden Inc.
Previous roles include: Key member of Borden restructuring
team
President & GM, Alcan
Pharmaceutical and Cosmetic Previous roles include:
Packaging
20 years at Pricewaterhouse LLP,
President and COO, Paxar including role as Engagement Partner
for Borden
President and GM, Van Leer
Containers, Inc.
Manager, General Electric Plastics
Consultant, Bain & Company
3
5. Strong First Half Results Validate Hexion Strategy
Ongoing top line growth with a 13% increase in revenue
Operating income reached $193 million, a 45% percent increase
compared to first half 2006 net of Alba divestiture
First half 2007 SG&A as percentage of sales decreased to 7.1% from
7.7% in first half 2006
(1)
Segment EBITDA of $324 million in current year period, an increase
of 22%, versus $266 million in prior year
Adjusted EBITDA of $695 million resulting in an interest coverage ratio
of 2.29
Arkema GMBH acquisition continues the accretive bolt-on strategy
that Hexion has been pursuing
Announced Huntsman merger provides strong value creation
opportunity
Hexion Posted Strong Year-Over-Year Performance
(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 June 30, 2007, the Company was able to satisfy this covenant and incur additional indebtedness under its
5
indentures. Last Twelve Month (LTM) Adjusted EBITDA includes $80 million of in-process Hexion synergies and $33 million of acquisition adjustments.
6. Hexion Specialty Chemicals –
The Global Leader in Thermoset Resins
Revenue ($ billions)
(2)
$5.5
Bolt-on acquisitions
(1)
$4.7 Rhodia Group
Akzo Nobel
(3)
Rohm & Haas
Wax Assets
Orica Resins
(3)
$2.4
Wright Chemical
Arkema GmbH
$1.7 (pending)
LTM 6/30/07 (1)
Borden Acquisition Bakelite Acquisition Hexion
12/31/05
8/04 4/05
Over Past Three Years A Revenue CAGR of 50%
(1) 2005 Pro forma revenue excludes the Rhodia, Akzo, Rohm & Haas, Orica and Arkema GmbH acquisitions, as well as Brazil Consumer and Taroplast divestiture.
(2) LTM 6/30/07 pro forma revenue includes the Rhodia, Akzo, Rohm & Haas acquisition, Orica and Arkema acquisition (pending), as well as Brazil Consumer and Taroplast divestiture.
(3) Resolutions Specialty Materials and Resolution Performance Products owned by affiliates of Apollo Management L.P. prior to formation of Hexion.
6
7. Hexion Historical Summary
Hexion Pro Forma Revenue Hexion Pro Forma Adjusted EBITDA
($ millions) ($ millions)
$5,465
(3) $695
$5,100
(1)
$4,652
$583
$4,105 (3)
$522
(2)
$472
$364
2004 2005 2006 2007 1H 2004 2005 2006 2007 1H Adj. Pro
LTM LTM 2007
Revenue CAGR: 12 % EBITDA CAGR: 21 %
(1) 2005 Pro Forma Revenue excludes the Brazil Consumer divestiture and Taroplast divestitures as if they occurred on Oct. 1, 2005.
(2) Includes the acquisition of Bakelite in April 2005 as if it occurred on January 1, 2005 and excludes the Brazil Consumer divestiture and Taroplast
divestitures.
(3) Unaudited 2006 LTM Actual Revenue and EBITDA with acquisitions of Rhodia, Rohm & Haas, and Akzo, net of the Brazilian Consumer and Taroplast
divestitures.
Note: 2003 Pro Forma Revenue and Pro Forma Adjusted EBITDA consists of the combined results of Borden, RPP, RSM, and Bakelite, as if Hexion had
been formed on January 1, 2003.
7
8. Hexion’s Diversification Offsets Segment Cyclicality
and Provides Growth Opportunities
2007 1H LTM Revenue: $5.5 billion
(1)
End Use Markets (2)
Geographies
Food & Beverage
Other
2%
5%
Architectural
4% ROW
Industrial/Marine
13%
Construction 18%
4%
Oil Field E&P
4%
Electronics
N. America
6% Consumer/
49%
Durable Goods
14%
Civil Engineering
6%
38%
Repair/Remodel
Europe
7%
New Home
Construction
Graphic Arts
12%
Automotive
7%
11%
Stable and Diversified Revenue Base: Largest Customer < 3% of 2006 Sales
(1) Based on 2006 results.
(2) Based on 6/30/07 LTM revenue.
8
9. Hexion’s Value Creation Levers Fuel Top and Bottom Line
Growth
Core Business Processes
•SAP
•Six Sigma
Achieving
Successful •NPD
Synergies
Acquisitions
Value
Creation
Experienced
Management Global
Team Footprint
Growth
Initiatives
Hexion Continues to Execute its Strategic and Operational Plan 9
10. Core Business Processes Deliver Tangible
Business Results
2007 Six Sigma Targeted Savings
($ in millions)
$21
Program Goals
Growth (Revenue)
Productivity (EBITDA)
$11
Cash Flow
$6
People
$2 $2
Distribution
Volume/ Processing Raw Inventories
and Other
Growth Costs Materials
Targeting Six Sigma Savings > $40 million in 2007
10
12. Hexion Provides an Outstanding Platform for
Bolt-On Acquisitions Adding $650mm in
Revenue
Acquisitions
Rhodia
Coatings
Akzo Nobel
Coatings & Inks
Rohm and
Haas Wax
Assets
Orica Resins
Wright Chemical
Arkema GmbH
12
(pending)
13. Our Broad Geographic Footprint Allows Us to Serve
Customers Around the Globe
Europe: 35 Facilities
North America: 54 Facilities
Asia Pacific: 23 Facilities
Latin America: 6 Facilities
Hexion’s Global Footprint Provides a Growth Platform Through Global Product
Line Management Initiatives and New Product Development Programs
13
14. Growth Initiatives Continue to Build With Global
Infrastructure and Full Range of Thermoset Resins
Global
Technology
Expansion
Reformulation
Technology
Cross
Fertilization
Hexion’s Portfolio and Global Expansion Provide a Strong Base for Growth
14
15. Experienced Management Team Provides
Necessary Capability and Capacity to Successfully
Lead Hexion
Chairman & CEO
Craig Morrison CFO
Bill Carter
Human Resources
President President President Judy Sonnett
Epoxy & Phenolic & Performance
Environmental Health
Coating Forest Product Products & Inks
& Safety
Resins Resins Resins
Rick Monty
Kees Verhaar Jody Bevilaqua Sarah Coffin
Chief Technology
Officer
Divisions structured to optimize assets and Rich Myers
market alignment Business Development
Elliot Fullen
Functional leaders selected for industry leading expertise
IT
Division Presidents: Kevin McGuire
Average 25 years in chemical and resin industry experience Sourcing
Nathan Fisher
Strong track record of merger integration and growth
Six Sigma
Management ownership of approximately 7% Dalchand Laljit
Legal
Mary Ann Jorgenson
15
16. First Half 2007 Continues Improving
Performance Trend
Hexion Revenue Hexion EBITDA
($ millions) ($ millions)
th
th Grow
Grow 22%
13% $324
$2,903
$266
$2,560
1H06 1H07
1H06 1H07
(1) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.
16
17. Across the Board Growth in Segment Revenue
and EBITDA in First Half of 2007
Revenue Segment EBITDA
1H ’07 vs. 1H ‘06 1H ‘07 vs. 1H ‘06
Epoxy &
12%
Phenolic 27%
Resins
Forest &
14% 21%
Formaldehyde
Products
Coatings
17% 9%
& Inks
Performance
9% 13%
Products
Improving Segment EBITDA Margins in 1H07
17
19. Financial Highlights
Highly diversified revenue base
Customers, end markets, geographies
Stable primary end market demand
Strong free cash flow characteristics
Low capital expenditures
Low annual total capex requirements of $110 - $125 mm
Maintenance capex requirement of $65 million or 1-2% of
sales
Opportunity to optimize manufacturing footprint, reducing capex
requirements in longer-term
Low working capital requirements with opportunities for continued
improvement
Favorable tax attributes due to NOLs and tax efficient structuring will
minimize cash taxes going forward
Significant cross-selling opportunities and cost reduction initiatives will
enhance Hexion revenue and EBITDA over the long-term
19
20. Pro Forma Free Cash Flow
($ millions) PF Adj.
6/30/07 LTM Comment
Pro Forma Adj. EBITDA $695 Includes $80mm effect of in process synergies and $33mm of
acquisitions/divestitures
Less: Cash Taxes Highly favorable tax situation due to NOLs, structuring
(40)
Less: Cash Interest Expense PF effect of 2006 recapitalization; Rapid deleveraging should
(300)
drive reductions
Less: Capital Expenditures $110mm – $125 mm annual target, includes $65mm
(120)
maintenance capital expenditures and reflects synergy impact
Change in Working Capital Significant reduction opportunity over the next two years
--
offsets growth impacts
Other Pension, OPEB, and other cash costs
(25)
PF Free Cash Flow ~$210
Strong Free Cash Flow to be Used to De-Leverage and Reinvest in the Business
20
21. Low Capital Intensity
Capital Expenditures
% of Sales
($ millions)
$125
$122
$125 3.5%
$115
3.3% $114
3.0%
$111
3.0%
2.5%
$100
2.3%
2.0%
2.4%
2.1% 1.5%
$75
1.0%
0.5%
$50 0.0%
2003 2004 2005 2006 6/30/07 LTM
Capital Expenditures Capex as % of Sales
Hexion targeting $120 million of annual capex in 2007
$65 million for maintenance projects
21
22. Significant Opportunities Exist for Working
Capital Improvements
Each business unit continues to develop specific targets and drive action
plans for working capital components – monthly calls to measure success
June 2007
DRO DPO DIO One Day Impact
EPRD 51.0 45.2 51.2 $6.2 million
FFP 36.4 35.8 25.0 $4.5 million
C&I 65.9 42.6 40.2 $3.7 million
PPD 52.0 30.5 26.1 $1.0 million
DRO = Days Receivables Outstanding
DPO = Days Payable Outstanding
DIO = Days Inventory Outstanding
Reduction Opportunity of $150 + million as we Move Towards “Best Days”
22
23. Long Dated Debt Maturity Profile
Debt Maturities
$2,200
$2,000
$1,800
$1,600
$1,400
($ in millions)
$1,200
$1,000
$800
$600
$400
$200
$0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015+
Note: Debt maturity graphs exclude capital leases, other debt, and Borden foreign bank debt.
Net debt as of Q207 Totals $3.4 Billion
23
27. Acquisition Overview
Hexion and Huntsman reached a definitive agreement on
July 12, 2007 for Hexion to acquire Huntsman Corporation
(NYSE: HUN) for $28.00 in cash for each outstanding Huntsman
share of common stock
All-cash transaction valued at approximately $10.6 billion, including
the assumption of debt
Closing subject to Huntsman shareholder approval, regulatory
approvals and other customary conditions
(1)
Huntsman shareholder meeting scheduled for Oct. 16, 2007
Upon closing, the merged companies will form a global leader in
specialty chemicals
(1) Huntsman shareholder meeting scheduled for October 16, 2007 for shareholders of record as of the close of business on September 4, 2007 to vote upon
27
adoption of the merger agreement.
28. Pending Huntsman Acquisition Becomes a
(5)
Transformational Event
20
(4)
$14.5
Revenue ($ billions)
15
10
a
(2) (3)
A
$5.5
(1)
$4.7
5
aa
$2.4
$1.7 A
a
Borden Bakelite Hexion Hexion Pro Forma
Acquisition Acquisition 12/31/05 LTM Combined
8/04 4/05 6/30/07 Companies
Increased Size and Scale Presents Strong Value Creation Opportunity
(1) 2005 Pro forma revenue excludes the Rhodia, Akzo, Rohm & Haas, Orica and Arkema GmbH acquisitions, as well as Brazil Consumer and Taroplast divestiture.
(2) LTM 6/30/07 pro forma revenue includes the Rhodia, Akzo, Rohm & Haas acquisition, Orica and Arkema acquisition (pending), as well as Brazil Consumer and Taroplast divestiture.
(3) Resolutions Specialty Materials and Resolution Performance Products owned by affiliates of Apollo Management L.P. prior to formation of Hexion.
(4) Reflects Hexion LTM revenues as described in footnote 2 and Huntsman LTM pro forma revenue of $9.0 billion, which reflects the results of the respective acquisitions and
divestitures.
28
(5) Pending transaction subject to previously disclosed conditions prior to closing, including shareholder approval, regulatory review and other customary conditions
29. Hexion & Huntsman: Creating a Global Leader
Pro forma Revenues = $14.5 billion
Combined Company Revenues
Revenue by Region
by Reportable Segments (1) (2)
Huntsman
Perf. Produts
14%
Pigments Materials &
8% Effects
North
Hexion Perf. 16%
Products America
3%
43%
Coatings & Inks
RoW
9%
20%
Form. & Forest
Products
10% EMEA
37%
Polyurethanes
Epoxy &
25%
Phenolic Resins
15%
Hexion has Fully Committed Financing in Place to Complete the Transaction
(1) Reflects Huntsman 2006 LTM Revenue of $9.0 billion as presented in September 2007. Huntsman LTM revenue pro forma for
butadiene/MTBE, U.S. and European Base Chemicals and Polymers divestitures. Hexion revenue reflects LTM reported sales of $5.5
billion.
(2) While Hexion and Huntsman each have divisions referred to as “Performance Products,” both the products and end-markets served in
these segments are different and unique from each other. 29
30. Hexion and Huntsman Transaction Creates a
Strong Value Proposition
Full Technology Portfolio Cross-fertilization technology Competitive
Full Technology Portfolio Cross-fertilization technology Competitive
(1)
Global Footprint Cost Structure
Global Footprint Cost Structure
Amino Resins Adhesives & Structural
Adhesives & Structural
43% of pro forma Technological
Epoxy combined sales in Innovation
Amino Resins
N. America
Urethanes
Phenolics Overhead
37% of pro forma Consolidation
Epoxy
combined sales in
Polyester
Plant Optimization
EMEA
Phenolics
Economy of
Polyamide Polyester 20% of pro forma
Scale
combined ROW
Vinyl resins Customer Benefit
sales
UV Resins Customer Benefit
Best Practices
Carboxylic Acids Solution delivery
Coatings Leading Technology
Coatings
Vinyl & Acrylic Resins
Global Capabilities
Pigments
Amino Resins Competitive Cost
Position
Vinyl acrylics
Urethanes
Surfactants
Epoxy Alkyd Resins
Polyester
Amines
Additives & Building Blocks
Surfactants
Additives & Building Blocks
Maleic Anhydride Amino Resins
Amines
Pigments
Surfactants
Textile Dyes Textile Dyes
Textile Chemicals
Textile Chemicals
Maleic Anhydride
Acrylics
(1) Reflects Huntsman 2006 LTM Revenue of $8.8 billion as presented in February 2007. Huntsman LTM revenue pro forma for butadiene/MTBE, U.S. and European
30
Base Chemicals and Polymers divestitures. Hexion revenue reflects 2006 reported sales of $5.2 billion.
31. The Hexion & Huntsman Pending Merger
Transaction Summary
“Newco” forms a new Specialty Chemical leader with $14.5
billion in revenue
Creates an opportunity to select best-in-class management
and business processes from both companies
Provides an opportunity to optimize the cost structure across
both companies
Delivers a broad array of technological platforms to develop
new applications in a wide variety of end-use markets
Creates a global footprint with a strong presence in all major
geographical regions
“Newco” Establishes an Industry Leader with
Strong Top and Bottom Line Growth Potential
31
33. Hexion - Summary
Hexion continues to deliver on its original value creation premise
Diversified end use markets and geographical footprint offsets end
use market cyclicality
Continued focus on pricing actions to compensate for a volatile raw
material environment
Diversified technology and global footprint provide an ongoing basis
for growth
On track to meet $175mm synergy commitment
Huntsman merger creates significant value creation opportunity for
combined entity
Hexion Continues to Execute its Strategic and Operational Plan
33
35. Reconciliation of Non-GAAP Financial Measures
($ millions) Six months ended June 30
Three months ended June 30
2006 2006
2007 2007
Segment EBITDA:
Epoxy and Phenolic Resins 84 69 180 142
Formaldehyde and Forest Product Resins 44 38 87 72
Coatings and Inks 24 25 49 45
Performance Products 17 15 35 31
Corporate and Other (15) (13) (27) (24)
Total 154 134 324 266
Reconciliation:
Items not included in Segment EBITDA
(1)
Transaction costs -- (18) (21)
Integration costs (11) (13) (20) (23)
Non-cash charges (10) (6) (15) (13)
Unusual items:
4
Gain on sale of business 4 4 41
--
Purchase accounting effects/inventory step-up -- (1) (2)
(13) (13)
Discontinued operations -- --
Business realignments (4) (1) (10) (2)
Other 1 (2) -- (4)
Total unusual items 1 (13) (6) 20
Total adjustments (20) (50) (42) (37)
Interest expense, net (77) (56) (153) (110)
Loss on extinguishment of debt -- (51) -- (51)
Income tax benefit (expense) (12) (11) (33) (30)
Depreciation and amortization (49) (41) (96) (78)
Net income (loss) (4) (75) -- (40)
35
36. Fixed Charge Covenant Calculations
June 30, 2007
LTM Period
Reconciliation of Net Loss to Adj. EBIT DA
Net loss (69)
$
Income taxes 17
Interest expense, net 285
Loss from extinguishment of debt 70
Depreciation and amortization expense 189
EBITDA 492
Adjustments to EBIT DA
Acquisitions EBITDA (1) 33
Transaction costs (2) 0
Integration costs (3) 54
Non-cash charges (4) 24
Unusual items:
Gain on divestiture of business (2)
Purchase accounting effects/inventory step-up 1
Discontinued operations 1
Business realignments 6
Other (5) 6
Total unusual items 12
In process Synergies 80
(6)
$
Adjusted EBITDA 695
(7)
Fixed Charges (8) 303
Ratio of Adj. EBITDA to Fixed Charges 2.29
36
37. Fixed Charge Covenant Calculations cont.
Footnotes
1) Represents the incremental EBITDA impact for the Orica Acquisition, and the announced, but not completed Arkema acquisition, as if
they had taken place at the beginning of the period.
2) Represents the write-off of deferred accounting, legal and printing costs associated with the Company’s proposed IPO, as well as costs
associated with terminated acquisition activities.
3) Represents redundancy and plant rationalization costs, and incremental administrative costs from integration programs. Also includes
costs related to implement a single, company-wide management information and accounting system.
4) Includes non-cash charges for impairments of fixed assets, stock based compensation, and unrealized foreign exchange and derivative
losses.
5) Includes the impact of the announced divestiture of the European solvent coating resins business, one-time benefit plan costs and
management fees.
6) Represents estimated net unrealized synergy savings from the Hexion Formation.
7) 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 June 30, 2007, the Company was able to satisfy this covenant
and incur additional indebtedness under its indentures.
8) LTM Period fixed charges reflect pro forma interest expense as if the Orica acquisition, the announced, but not completed, Arkema
acquisition, and the amendment of our senior secured credit facilities, which occurred on February 1, 2007, had taken place at the
beginning of the period.
37
38. Debt at June 30, 2007
($ in millions)
6/30/2007 12/31/2006
$
$
Revolving Credit Facilities 0 23
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
Credit Agreements:
Floating rate term loans due 2013 2,187 1,995
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:
Industrial Revenue Bonds due 2009 34 34
Capital Leases 11 11
Other 112 64
Total debt 3,609 3,392
$ $
38