This document summarizes Hexion's second quarter 2007 earnings conference call. The summary includes:
- Hexion delivered strong revenue and EBITDA growth compared to the prior year period driven by global diversification.
- Synergies from acquisitions are on track to achieve $175 million target.
- Hexion entered into a definitive merger agreement with Huntsman Corporation on July 12, 2007 to create one of the world's largest chemical companies, pending regulatory and shareholder approval.
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.
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3. Overview of Second Quarter Results
Craig O. Morrison
Chairman, President & Chief Executive Officer
4. 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
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loan agreements. Last Twelve Month (LTM) Adjusted EBITDA includes $80 million of in-process Hexion synergies and $33 million of acquisition adjustments.
5. Diversified Portfolio and Increasing International
Presence Drive Quarterly Results
Hexion Results
Quarter Ended June 30
∆
2007 2006
($ in millions)
↑ 10%
Revenue $ 1,464 $ 1,326
Operating
↑ 51%
89 59
Income
Net loss (4) (75) nm
Segment
↑ 15%
154 134
EBITDA (1)
(1) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.
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6. First Half ’07 Results Compare Favorably to Prior Year
Hexion Results
Six Months Ended June 30
∆
2007 2006
($ in millions)
↑ 13%
Revenue $ 2,903 $ 2,560
↑ 14%
Operating Income 193 170
Net income (loss) (40) nm
—
↑ 22%
Segment EBITDA (1) 324 266
(1) Segment EBITDA excludes in-process synergies and the pro forma effect of acquisitions.
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7. Strong Revenue Growth Continued
in Second Quarter and First Half 2007
Net Sales
2Q ’07 vs. 2Q ‘06 1H ‘07 vs. 1H ‘06
Epoxy &
Phenolic 12%
13%
Resins
Forest &
12% 14%
Formaldehyde
Products
Coatings 17%
5%
& Inks
Performance
9%
9%
Products
Across-the-Board Segment Revenue Growth
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8. Overall Growth in Segment EBITDA During
Second Quarter and First Half 2007
Segment EBITDA
2Q ’07 vs. 2Q ‘06 1H ‘07 vs. 1H ‘06
22% 27%
EPRD
16% 21%
FFP
C&I 9%
(4)%
PP 13% 13%
Improving Segment EBITDA Margins in Q207 and 1H07
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9. On Track to Achieve $175 Million in Synergies
Achieved
Summary:
($ millions)
$125
Achieved $14 million in targeted
synergies in Q2 ‘07
$70 Anticipate achieving $125 million in
synergies by year-end 2007
Synergy achievement remains an
ongoing focus of senior management
team
Targeted Synergy Focus Areas
FY ’07
FY ’06A
Est.
Sourcing M anufacturing SG&A
$33 mm
($ in millions) Sourcing
$75 mm
Manufacturing
As of As of As of
FY05 FY06 Q207 SG&A
$67 mm
Achieved Synergies $20 $70 $95
Unrealized Synergies $155 $105 $80
Hexion Continues to Achieve Targeted Synergies 9
11. Epoxy and Phenolic Resins Segment Highlights
EPRD results driven by
Quarter Ended June 30 robust epoxy demand
in higher margin product
lines
∆
2007 2006
($ in millions)
Overall segment volumes
↑ 13% impacted by planned
Revenue $612 $542
turnarounds and Versatic
Acids and Derivatives
Segment force majeure
↑ 22%
$84 $69
EBITDA
Product mix helped
improve segment margins
despite volatility in phenol
Q2 ‘07 Sales Comparison YOY
EBITDA margin
Volume Price/Mix Currency Acquisitions/ Total
improvement of 100 basis
Translation Divestitures
points driven by synergies
(5)% 13% 5% -- 13% and productivity initiatives
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12. Formaldehyde and Forest Product Resins
Segment Highlights
Segment results supported by
Quarter Ended June 30 our contractual ability to pass
through higher phenol,
methanol and urea costs
∆
2007 2006
($ in millions)
Sluggish N. American market
conditions and planned
↑ 12%
Revenue $415 $370 turnarounds at major
formaldehyde customers
negatively impacted volumes
Segment
↑ 16%
$44 $38
EBITDA Strong international demand
for resins and overall cost
control initiatives contributed
to an improved bottom line
Q2 ‘07 Sales Comparison YOY
Net impact of acquisitions
Volume Price/Mix Currency Acquisitions/ Total and divestitures contributed
Translation Divestitures $4 million in increased
Segment EBITDA in Q207
(8)% 8% 3% 9% 12%
compared to Q206
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13. Coatings and Inks Segment Highlights
N. American housing
Quarter Ended June 30
market adversely
impacting Coating
∆
2007 2006 volumes
($ in millions)
Additional progress in
↑ 5%
Revenue $341 $326
site rationalization efforts
in Q207 with closure of
Segment coatings site in Clayton
↓ (4)%
$24 $25
EBITDA U.K. announced in July
Q2 ‘07 Sales Comparison YOY
Volume Price/Mix Currency Acquisitions/ Total
Translation Divestitures
(10)% 2% 4% 9% 5%
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14. Performance Products Segment Highlights
Quarter Ended June 30
Oilfield products
continued to benefit
from strong volumes
∆
2007 2006
($ in millions)
and product mix
↑ 9%
Revenue $ 96 $ 88 Volume improvement
from N. American gas
drilling activities and a
Segment
↑ 13%
$ 17 $ 15 new Canadian facility
EBITDA
brought online in 2006
Decreased foundry
volumes and EBITDA
Q2 ‘07 Sales Comparison YOY
reflect slower
Volume Price/Mix Currency Acquisitions/ Total
N. American auto
Translation Divestitures
demand
1 7% 1% -- 9%
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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
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17. Hexion & Huntsman: Creating a Global Leader
2006 Revenues = $14.0 billion
Combined Company Revenues
by Reportable Segments (1)
Revenue by Region
Huntsman
Perf. Produts
14%
Pigments Materials &
8% Effects
North
Hexion Perf. 16%
America Products
43% 3%
Coatings & Inks
RoW
9%
20%
Form. & Forest
Products
EMEA 10%
37%
Polyurethanes
Epoxy &
25%
Phenolic Resins
15%
• Strong global positions with significant scale and market leadership
• Expanded portfolio of leading products and technologies
• Hexion has fully committed financing in place to complete 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
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“Performance Products,” both the products and end-markets served in these segments are different and unique from each other.
18. 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 $695
million
The announced merger with Huntsman, subject to regulatory review,
approval by Huntsman’s shareholders and other customary closing
conditions, will create one of the world’s largest chemical companies
Hexion Continues to Execute its Strategic and Operational Plan
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20. Reconciliation of Non-GAAP Financial Measures
($ 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)
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21. 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
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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, 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.
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23. 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
$ $
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