hxn2007q2confcallfinal
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Second Quarter 2007 Earnings Conference Call
August 14, 2007
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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 measu res. A reconciliation to the nearest U.S. GAAP financial measures is included at the end of the presentation.
Forward-Looking Statements
Overview of Second Quarter Results
Craig O. MorrisonChairman, President & Chief Executive Officer
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Second Quarter 2007 Highlights
Hexion delivered strong results in Q207� Revenues increased 10% over prior year, which offset the impact of a 14% increase in
Hexion’s raw material index on a year-over-year basis� Segment EBITDA (1) reached $154 million, a 15% increase, compared to $134 million posted in
prior year quarter
Hexion’s global market and product diversification continues to offset the downturn in North American housing and automotive markets
Pricing actions, flattening raw materials, synergies and productivity initiatives continue to be reflected in an improving bottom line when compared to the prior year period
Synergies are on track to achieve the targeted $175 million
Hexion continues to focus on expanding its international footprint � Announced acquisition of the resins and formaldehyde business of Arkema GmbH � Formation of a joint venture with OAO Shchekinoazot
2007 LTM results delivered a pro forma adjusted EBITDA of $695 million
Hexion entered into a definitive merger agreement with Huntsman Corporation on July 12, 2007� Transaction remains subject to regulatory review, approval by Huntsman’s shareholders and other
customary closing conditions
Hexion Continues to Execute its Strategic and Operational Plan(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 maintaining a minimum ratio of Adjusted EBITDA to Fixed Charges is a covenant that is contained in Hexion’s loan agreements. Last Twelve Month (LTM) Adjusted EBITDA includes $80 million of in-process Hexion synergies and $33 million of acquisition adjustments.
5
Diversified Portfolio and Increasing International Presence Drive Quarterly Results
nm(75)(4)Net loss
134
59
$ 1,326
2006
↑↑↑↑ 51%89Operating Income
↑↑↑↑ 15%
↑↑↑↑ 10%
∆∆∆∆
154
$ 1,464
2007
Segment EBITDA (1)
Revenue
($ in millions)
Hexion Results Quarter Ended June 30
(1) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.
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First Half ’07 Results Compare Favorably to Prior Y ear
nm(40)—Net income (loss)
266
170
$ 2,560
2006
↑↑↑↑ 14%193Operating Income
↑↑↑↑ 22%
↑↑↑↑ 13%
∆∆∆∆
324
$ 2,903
2007
Segment EBITDA (1)
Revenue
($ in millions)
Hexion Results Six Months Ended June 30
(1) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.
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Strong Revenue Growth Continued in Second Quarter and First Half 2007
12%
9%
13%
5%
Net Sales
Performance Products
Coatings& Inks
Forest & Formaldehyde
Products
Epoxy & Phenolic
Resins
14%
9%
12%
17%
2Q ’07 vs. 2Q ‘06 1H ‘07 vs. 1H ‘06
AcrossAcross--thethe--Board Segment Revenue GrowthBoard Segment Revenue Growth
8
13%
27%
9%
21%16%
22%
13%
Overall Growth in Segment EBITDA During Second Quarter and First Half 2007
Segment EBITDA
(4)%
FFP
C & I
PP
EPRD
2Q ’07 vs. 2Q ‘06 1H ‘07 vs. 1H ‘06
Improving Segment EBITDA Margins in Q207 and 1H07Improving Segment EBITDA Margins in Q207 and 1H07
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On Track to Achieve $175 Million in Synergies
Sourcing M anufacturing SG&A
$155
$20
As of FY05
$105
$70
As ofFY06
As ofQ207
$80Unrealized Synergies
$95Achieved Synergies
Achieved($ millions)
$70
Hexion Continues to Achieve Targeted Synergies
Summary:
� Achieved $14 million in targeted synergies in Q2 ‘07
� Anticipate achieving $125 million in synergies by year-end 2007
� Synergy achievement remains an ongoing focus of senior management team
FY ’06A FY ’07Est.
$125
SourcingManufacturingSG&A
Targeted Synergy Focus Areas
$75 mm
$67 mm
$33 mm
($ in millions)
Financial Review
William CarterExecutive Vice President & Chief Financial Officer
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Epoxy and Phenolic Resins Segment Highlights
$69
$542
2006
↑↑↑↑ 22%$84 Segment EBITDA
↑↑↑↑ 13%
∆∆∆∆
$612
2007
Revenue
($ in millions)
Quarter Ended June 30
Q2 ‘07 Sales Comparison YOY
13%--5%13%(5)%
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
EPRD results driven by robust epoxy demandin higher margin product lines
Overall segment volumes impacted by planned turnarounds and VersaticAcids and Derivatives force majeure
Product mix helped improve segment margins despite volatility in phenol
EBITDA margin improvement of 100 basis points driven by synergies and productivity initiatives
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Formaldehyde and Forest Product Resins Segment Highlights
$38
$370
2006
↑↑↑↑ 16%$44 Segment EBITDA
↑↑↑↑ 12%
∆∆∆∆
$415
2007
Revenue
($ in millions)
Segment results supported by our contractual ability to pass through higher phenol, methanol and urea costs
Sluggish N. American market conditions and planned turnarounds at major formaldehyde customersnegatively impacted volumes
Strong international demand for resins and overall cost control initiatives contributed to an improved bottom line
Net impact of acquisitions and divestitures contributed $4 million in increased Segment EBITDA in Q207 compared to Q206
Quarter Ended June 30
Q2 ‘07 Sales Comparison YOY
12%9%3%8%(8)%
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
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Coatings and Inks Segment Highlights
$25
$326
2006
↓↓↓↓ (4)% $24 Segment EBITDA
↑↑↑↑ 5%
∆∆∆∆
$341
2007
Revenue
($ in millions)
N. American housing market adversely impacting Coating volumes
Additional progress in site rationalization efforts in Q207 with closure of coatings site in Clayton U.K. announced in July
Quarter Ended June 30
Q2 ‘07 Sales Comparison YOY
5%9%4%2%(10)%
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
14
Performance Products Segment Highlights
$ 15
$ 88
2006
↑↑↑↑ 13%$ 17 Segment EBITDA
↑↑↑↑ 9%
∆∆∆∆
$ 96
2007
Revenue
($ in millions)
Oilfield products continued to benefit from strong volumes and product mix
Volume improvement from N. American gas drilling activities and a new Canadian facility brought online in 2006
Decreased foundry volumes and EBITDA reflect slower N. American auto demand
Quarter Ended June 30
Q2 ‘07 Sales Comparison YOY
9%--1%7%1
TotalAcquisitions/Divestitures
CurrencyTranslation
Price/MixVolume
15
Balance Sheet Update
Hexion generated $50 million in cash from operations during second quarter 2007 before one-time items
Net debt outstanding at Q207 decreased $29 million as of June 30, 2007
Positive movements in working capital in second quarter 2007
In June 2007, Hexion amended and restated its senior secured credit facility to fund incremental term loans in the amount of $200 million and replenish the amount of incremental borrowings available under its debt agreements to $300 million
�Reduced the interest rates applicable to the borrowings of term loans by 0.25%
Maintaining capital expenditure target of $120 million in 2007
Net debt as of Q207 Totals $3.4 Billion
Transaction Update & Second Quarter 2007 Summary
Craig O. Morrison
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Hexion & Huntsman: Creating a Global Leader
EMEA
37%
North
America
43%
RoW
20%
2006 Revenues = $14.0 billion
Revenue by Region
• Strong global positions with significant scale and market leadership • Expanded portfolio of leading products and technolo gies• Hexion has fully committed financing in place to co mplete the transaction
(1) Reflects Huntsman 2006 PF Revenue of $8.8 billion as presented in February 2007 Analyst Day presentation. Huntsman revenue pro forma for Textile Effects acquisition, butadiene/MTBE, U.S. and European Base Chemicals and Polymers divestitures. Hexion revenue reflects 2006 reported sales of $5.2 billion. 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.
Epoxy &
Phenolic Resins
15%
Form. & Forest
Products
10%
Coatings & Inks
9%
Hexion Perf.
Products
3%
Pigments
8%
Huntsman
Perf. Produts
14% Materials &
Effects
16%
Polyurethanes
25%
Combined Company Revenues by Reportable Segments (1)
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Summary: Hexion Second Quarter 2007 Results
Hexion’s global market and product diversification drove strong quarterly revenue and Segment EBITDA performance compared to the prior year period
Continued focus on pricing actions to offset ongoing raw material volatility
Actions for $175 million synergy program continue on track
Arkema acquisition and OAO Shchekinoazot further expands Hexion’s international footprint
Hexion’s results delivered a LTM pro forma adjusted EBITDA of $695 million
The announced merger with Huntsman, subject to regulatory review, approval by Huntsman’s shareholders and other customary closing conditions, will create one of the world’s largest chemical companies
Hexion Continues to Execute its Strategic and Operational Plan
Appendices
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Reconciliation of Non-GAAP Financial Measures
(51)--(51)--Loss on extinguishment of debt
(2)(10)(1)(4)Business realignments
--
4
--
(40) --(75) (4) Net income (loss)
(78)(96)(41)(49)Depreciation and amortization
(30)(33)(11)(12)Income tax benefit (expense)
(110)(153)(56)(77)Interest expense, net
(37) (42)(50) (20)Total adjustments
20 (6)(13) 1Total unusual items
(4)--(2)1Other
(13)--(13)--Discontinued operations
(2)--(1)Purchase accounting effects/inventory step-up
41 44 Gain on sale of business
Unusual items:
(13)(15)(6)(10)Non-cash charges
(23)(20)(13)(11)Integration costs
(21)(1)(18)Transaction costs
Items not included in Segment EBITDA
Reconciliation:266 324 134 154 Total
(24)(27)(13)(15)Corporate and Other
3135 15 17 Performance Products
45 49 25 24 Coatings and Inks
72 87 38 44 Formaldehyde and Forest Product Resins
142 180 69 84 Epoxy and Phenolic Resins
Segment EBITDA:2006200720062007
Six months ended June 30Three months ended June 30($ millions)
21
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 (6) 80
Adjusted EBITDA (7) 695
Fixed Charges (8) 303
Ratio of Adj. EBITDA to Fixed Charges 2.29
$
Fixed Charge Covenant Calculations
June 30, 2007LTM Period
$
22
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, Arkemaacquisition, and the amendment of our senior secured credit facilities, which occurred on February 1, 2007, had taken place at the beginning of the period.
23
Debt at June 30, 2007
6256259.75% Second-priority senior secured notes due 2014
200200Floating rate second-priority senior secured notes due 2014
3,609
112
11
34
78
247
115
2,187
0
6/30/2007
3,392Total debt
64Other
11Capital Leases
34Industrial Revenue Bonds due 2009
Other Borrowings:
78Sinking fund debentures: 8.375% due 2016
2477.875% debentures 2023
1159.2% debentures due 2021
Debentures:
1,995Floating rate term loans due 2013
Credit Agreements:
Senior Secured Notes:
23Revolving Credit Facilities
12/31/2006
($ in millions)
$ $
$ $