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Hexion Specialty Chemicals Reports Strong Third Quarter 2007 Results

November 14, 2007 at 12:00 AM EST

COLUMBUS, Ohio--(BUSINESS WIRE)--

Hexion Specialty Chemicals, Inc. today reported its results for the third quarter ended September 30, 2007. Highlights for the third quarter of 2007 include:

  • Revenues of $1.43 billion in 2007 compared to $1.34 billion during the prior year period, an increase of 7 percent.


  • Operating income of $88 million for the third quarter of 2007 compared to $57 million during the prior year period, an increase of 54 percent. Operating income for the third quarter of 2007 benefited from improved operating performance, as well as decreased integration costs, compared to the similar year-ago period.


  • Net loss of $2 million for the 2007 quarter versus a net loss of $14 million in the third quarter of 2006.


  • Segment EBITDA (earnings before interest, taxes, depreciation and amortization) increased 20 percent to $162 million in third quarter 2007 compared to $135 million during the prior year period. (Note: Segment EBITDA is a non-GAAP financial measure and is defined and reconciled to Net Income later in this release).


  • Adjusted EBITDA was $706 million for the Last Twelve Month (LTM) period ended September 30, 2007. (Note: Adjusted EBITDA is a non-GAAP financial measure and is defined and reconciled to Net Income later in this release).

"We were pleased to achieve double-digit gains in Segment EBITDA for the fifth consecutive quarter, while our operating income increased by 54 percent in the third quarter of 2007 compared to the prior year period, on the strength of several specialty products within our Epoxy and Phenolic Resins segment, our oilfield technology products, and our European and Latin American forest products businesses," said Craig O. Morrison, Chairman, President and CEO. "We continue to offset the challenging North American market conditions in 2007 through our strategy of international diversification, synergy achievement, productivity initiatives and leveraging bolt-on acquisitions to better serve our global customers.

"In the near-term, we continue to take the necessary actions to offset price spikes in certain key raw materials. We have recently announced several price increases for select products focused on offsetting the volatility of input costs."

Hexion achieved $10 million in synergies in the third quarter of 2007 as the Company continued to realize its targeted cost saving as planned. As of September 30, 2007, Hexion has achieved $105 million in synergies from its full program targeting $175 million in savings.

As previously announced on July 12, 2007, Hexion entered into a definitive merger agreement with Huntsman Corporation (NYSE: HUN) in an all-cash transaction valued at approximately $10.6 billion, including assumed debt. As previously disclosed, Huntsman's stockholders approved the merger agreement with Hexion on October 16, 2007. The transaction is subject to various conditions, including expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Act, review by several foreign jurisdictions and other customary closing conditions.

"We are pleased that Huntsman's stockholders approved the merger, and we continue to work diligently to satisfy all closing conditions and complete the transaction as quickly as possible," Morrison said.

Hexion also announced on November 1, 2007 that it had completed the purchase of ARKEMA GmbH, which had 2006 revenues of approximately EUR 101 million. Terms of the agreement were not disclosed. Based in the Leuna industrial park in east central Germany, the ARKEMA German resins and formaldehyde business manufactures formaldehyde and formaldehyde-based resins including urea-formaldehyde, phenol-formaldehyde and melamine-based resins systems. These resins are used to manufacture engineered wood panels including oriented strandboard, particleboard and medium density fiberboard. The business also produces impregnation resins used to laminate decorative paper surfaces to wood products.

"We remain focused on serving an expanding list of leading global customers in the high-growth regions of Eastern Europe, Latin America and Asia Pacific through our broad portfolio of thermoset resins," Morrison said.

Nine months 2007 results

Sales for the first nine months of 2007 were $4.3 billion, an 11 percent increase compared to the first nine months of 2006. Acquisitions, net of a divestiture, added $186 million in incremental sales. Operating income for the first nine months of 2007 increased to $281 million, an increase of 24 percent, compared to $227 million in the first nine months of 2006, supported by flattening raw materials and favorable product mix. The company posted a net loss of $2 million for the first nine months of 2007 compared to a net loss of $54 million in the first nine months of 2006. Year-to-date 2007 net income was impacted by higher interest and tax expenses compared to the first nine months of 2006. Results from the first nine months of 2006 also included a $52 million loss on the extinguishment of debt and a $37 million net gain recognized from the Brazilian consumer divestiture.

Quarterly Segment Results (Unaudited)

Following are net sales and Segment EBITDA by reportable segment for the three and nine months ended September 30, 2007 and 2006. Segment EBITDA is defined as EBITDA adjusted to exclude certain non-cash and non-recurring expenses. Segment EBITDA is the primary performance measure used by the Company to evaluate operating results and allocate resources among segments. Segment EBITDA is also the profitability measure used in management and executive incentive compensation programs. Corporate and Other primarily represents certain corporate, general and administrative expenses that are not allocated to the segments.


(U.S. Dollars in Millions)
------------------------------

----------------------------------------------------------------------
                               Three months ended   Nine Months Ended
                               -------------------  ------------------
                                   September 30,       September 30,
                               -------------------  ------------------
                                 2007       2006      2007      2006
                               ---------  --------  ---------  -------
Net Sales to Unaffiliated
 Customers (1) (2) (3)
Epoxy and Phenolic Resins     $      614 $     544 $    1,808 $  1,613
Formaldehyde and Forest
 Product Resins                      387       357      1,215    1,083
Coatings and Inks                    329       343      1,014      928
Performance Products                  97        92        293      272
                               ---------  --------  ---------  -------
                                   1,427     1,336      4,330    3,896
                               =========  ========  =========  =======


Segment EBITDA (2) (3)
Epoxy and Phenolic Resins     $       95 $      63 $      275 $    205
Formaldehyde and Forest
 Product Resins                       39        41        126      113
Coatings and Inks                     20        25         69       70
Performance Products                  22        16         57       47
Corporate and Other                 (14)      (10)       (41)     (34)


----------------------------------------------------------------------

------------------------------
   (1) Intersegment sales are not significant and, as such, are
    eliminated within the selling segment.
   (2) Net sales and Segment EBITDA include the acquisition of the
    coatings business from the Rhodia Group, the global ink and
    adhesive resins business from Akzo Nobel and the resins and
    adhesives business from Orica since January 31, 2006, June 1,
    2006, and February 1, 2007, respectively, and exclude the results
    from Alba Adesivos, the Brazilian Consumer Divestiture, since
    March 31, 2006.
   (3) Certain of the Company's product lines have been realigned,
    resulting in reclassifications between segments. Prior period
    balances have been reclassified to conform to current
    presentations.

Earnings Call

Hexion Specialty Chemicals, Inc. will host a teleconference to discuss Third Quarter 2007 results on Wednesday, November 14, at 9:00 a.m. Eastern Time.

Interested parties are asked to dial-in approximately 10 minutes before the call begins at the following numbers:

    U.S. Participants: 866-356-3095

    International Participants: 617-597-5391

    Participant Passcode: 13035527

Live Internet access to the call and presentation materials will be available through the Investor Relations section of the Company's website: www.hexion.com.

A replay of the call will be available for three weeks beginning at 12 p.m. Eastern Time, November 14, 2007. The playback can be accessed by dialing 888-286-8010 (U.S.) and 617-801-6888 (International). The passcode is 86673381. A replay also will be available through the Investor Relations section of the Company's website.


Reconciliation of Segment EBITDA to Net Loss (Unaudited)

                                  Three months ended Nine Months ended
                                      Sept. 30,          Sept. 30
                                  ------------------ -----------------
                                    2007      2006     2007     2006
                                  --------- -------- --------- -------
Segment EBITDA:
Epoxy and Phenolic Resins         $      95 $     63 $     275 $   205
Formaldehyde and Forest Product
 Resins                                  39       41       126     113
Coatings and Inks                        20       25        69      70
Performance Products                     22       16        57      47
Corporate and Other                    (14)     (10)      (41)    (34)

Reconciliation:
Items not included in Segment
 EBITDA
   Transaction costs                     --       --       (1)    (21)
   Integration costs                    (8)     (21)      (28)    (45)
   Non-cash charges                     (2)       --      (17)    (13)
   Unusual items:
      Gain (loss) on divestiture
       of business                        4      (1)         8      40
      Purchase accounting
       effects/inventory step-up         --      (1)        --     (3)
      Discontinued operations            --      (1)        --    (14)
      Business realignments             (6)      (3)      (16)     (4)
      Other                             (9)      (5)       (9)     (8)
                                  --------- -------- --------- -------

   Total unusual items                 (11)     (11)      (17)      11
                                  --------- -------- --------- -------

         Total adjustments             (21)     (32)      (63)    (68)
Interest expense, net                  (84)     (61)     (237)   (171)
Loss on extinguishment of debt           --       --        --    (52)
Income tax expense                     (10)     (11)      (43)    (41)
Depreciation and amortization          (49)     (45)     (145)   (123)
                                  --------- -------- --------- -------

Net loss                          $     (2) $   (14) $     (2) $  (54)
                                  ========= ======== ========= =======
    Reconciliation of Last Twelve Month Net Loss to Adjusted EBITDA

Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain non-cash, non-recurring costs and realized or expected future cost savings and other adjustments permitted in calculating covenant compliance under the indentures governing certain of the Company's debt instruments and the Company's senior credit facility. Certain covenants in these agreements (i) require the maintenance of a senior secured debt to Adjusted EBITDA ratio and (ii) restrict the Company's ability to take certain actions such as incurring additional debt or making certain acquisitions if the Company is unable to meet this ratio and also a defined Adjusted EBITDA to Fixed Charge ratio. The covenant to incur additional indebtedness and the ability to make future acquisitions requires an Adjusted EBITDA to Fixed Charges ratio (measured on a trailing four-quarter basis) of 2.0:1.0. Fixed charges are defined as interest expense excluding the amortization or write-off of deferred financing costs. Failure to comply with these covenants can result in limiting long-term growth prospects by hindering the Company's ability to incur future indebtedness or grow through acquisitions. The Company believes that including the supplemental adjustments applied in presenting Adjusted EBITDA is appropriate to provide additional information to investors to demonstrate compliance with financial covenants and assess the Company's ability to incur additional indebtedness in the future. Adjusted EBITDA and fixed charges are not defined terms under accounting principles generally accepted in the United States of America (US GAAP).

Adjusted EBITDA is not intended to represent any measure of earnings or cash flow in accordance with US GAAP and the Company's calculation and use of this measure may differ from other companies. These non-GAAP measures should not be used in isolation or as a substitute for measures of performance or liquidity. Adjusted EBITDA should not be considered an alternative to operating income or net loss under US GAAP to evaluate the Company's results of operations or as an alternative to cash flows as a measure of liquidity. Fixed Charges should not be considered an alternative to interest expense.


                                                        Sept. 30, 2007
                                                          LTM Period
                                                        --------------
Reconciliation of Net Loss to Adjusted EBITDA
(Unaudited)
Net loss                                                $         (57)
Income taxes                                                        16
Interest expense, net                                              308
Loss from extinguishment of debt                                    69
Depreciation and amortization expense                              193
                                                        --------------

   EBITDA                                                          529
Adjustments to EBITDA:
   Acquisitions EBITDA (1)                                          27
   Integration costs (2)                                            40
   Non-cash charges (3)                                             26
   Unusual items:
      Gain on sale of businesses                                   (7)
      Business realignments(4)                                      10
      Other (5)                                                     11
                                                        --------------

         Total unusual items                                        14
                                                        --------------

   In process Synergies (6)                                         70
                                                        --------------

Adjusted EBITDA (7)                                     $          706
                                                        ==============

Fixed charges (8)                                       $          306
                                                        ==============

Ratio of Adjusted EBITDA to Fixed Charges                         2.31
                                                        ==============

-------------------------------------------------------
(1) Represents the incremental EBITDA impact for the Orica Acquisition
 and the Arkema acquisition as if they had taken place at the
 beginning of the period.
(2) Represents redundancy and incremental administrative costs from
 integration programs. Also includes costs related to implement a
 single, company-wide management information and accounting system.
(3) Includes non-cash charges for fixed asset impairments, stock based
 compensation expenses, and unrealized foreign exchange and derivative
 activity.
(4) Represents plant rationalization, headcount reduction and other
 costs associated with business realignments.
(5) Includes the impact of the announced Alkyds Divestiture as if it
 had taken place at the beginning of the period, costs to settle a
 lawsuit, 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 September 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 and the Arkema acquisition and the amendment of
 our senior secured credit facilities, which occurred in November 2006
 and June 2007 had taken place at the beginning of the period.

Forward Looking Statements

Certain statements in this press release 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 2006 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 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 2006 Annual Report on Form 10-K, and our other filings, with the SEC.

About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals serves the global wood and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Hexion Specialty Chemicals is controlled by an affiliate of Apollo Management, L.P. Additional information is available at www.hexion.com.


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
HEXION SPECIALTY CHEMICALS, INC. (Unaudited)

                                      Three Months ended September 30,
                                      --------------------------------
(In millions)                               2007            2006
------------------------------------- ---------------- ---------------
Net sales                             $          1,427 $         1,336
Cost of sales                                    1,214           1,157
                                      ---------------- ---------------

   Gross profit                                    213             179
Selling, general & administrative
 expense                                           104              97
Integration costs                                    8              21
Other operating expense, net                        13               4
                                      ---------------- ---------------

   Operating income                                 88              57
Interest expense, net                               84              61
Other non-operating expense (income),
 net                                               (1)             (1)
                                      ---------------- ---------------

   Income (loss) from continuing
    operations before income tax,
    earnings from unconsolidated
    entities and minority interest                   5             (3)
Income tax expense                                  10              11
                                      ---------------- ---------------

   Loss from continuing operations
    before earnings from
    unconsolidated entities and
    minority interest                              (5)            (14)
Earnings from unconsolidated
 entities, net of taxes                              1               1
Minority interest in net income of
 consolidated subsidiaries                           2              --
                                      ---------------- ---------------

   Loss from continuing operations                 (2)            (13)
Loss from discontinued operations                   --             (1)
                                      ---------------- ---------------

   Net loss                           $            (2) $          (14)
                                      ================ ===============

   Comprehensive income (loss)        $             22 $          (23)
                                      ================ ===============

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
HEXION SPECIALTY CHEMICALS, INC. (Unaudited)

                                       Nine Months ended September 30,
                                       -------------------------------
(In millions)                               2007            2006
-------------------------------------- --------------- ---------------
Net sales                              $         4,330 $         3,896
Cost of sales                                    3,686           3,342
                                       --------------- ---------------

   Gross profit                                    644             554
Selling, general & administrative
 expense                                           311             293
Transaction costs                                    1              21
Integration costs                                   28              45
Other operating expense (income), net               23            (32)
                                       --------------- ---------------

   Operating income                                281             227
Interest expense, net                              237             171
Loss on extinguishment of debt                      --              52
Other non-operating expense, net                     5               2
                                       --------------- ---------------

   Income from continuing operations
    before income tax, earnings from
    unconsolidated entities and
    minority interest                               39               2
Income tax expense                                  43              41
                                       --------------- ---------------

   Loss from continuing operations
    before earnings from
    unconsolidated entities and
    minority interest                              (4)            (39)
Earnings from unconsolidated entities,
 net of taxes                                        3               3
Minority interest in net income of
 consolidated subsidiaries                         (1)             (4)
                                       --------------- ---------------

   Loss from continuing operations                 (2)            (40)
Loss from discontinued operations                   --            (14)
                                       --------------- ---------------

   Net loss                                        (2)            (54)
Accretion of redeemable preferred
 stock                                              --              33
                                       --------------- ---------------

   Net loss available to common
    shareholders                       $           (2) $          (87)
                                       =============== ===============

   Comprehensive income (loss)         $            78 $          (13)
                                       =============== ===============

CONDENSED CONSOLIDATED BALANCE SHEETS
HEXION SPECIALTY CHEMICALS, INC. (Unaudited)

                                            September 30, December 31,
(In millions)                                   2007          2006
------------------------------------------- ------------- ------------
Assets
Current assets
   Cash and equivalents                     $         236 $         64
   Accounts receivable (less allowance for
    doubtful accounts of $22 and $21,
    respectively)                                     858          763
   Inventories:
      Finished and in-process goods                   395          362
      Raw materials and supplies                      168          187
   Other current assets                               112          102
                                            ------------- ------------

      Total current assets                          1,769        1,478
                                            ------------- ------------
Other assets                                          215          107

Property and equipment
      Land                                             98           96
      Buildings                                       308          276
      Machinery and equipment                       2,158        2,009
                                            ------------- ------------
                                                    2,564        2,381

Less accumulated depreciation                       (995)        (830)
                                            ------------- ------------
                                                    1,569        1,551

Goodwill                                              209          193
Other intangible assets, net                          191          179
                                            ------------- ------------

      Total assets                          $       3,953 $      3,508
                                            ============= ============

CONDENSED CONSOLIDATED BALANCE SHEETS
HEXION SPECIALTY CHEMICALS, INC. (Unaudited)

                                            September 30, December 31,
(In millions)                                   2007          2006
------------------------------------------- ------------- ------------
Liabilities and Shareholder's Deficit
Current liabilities
   Accounts and drafts payable              $         611 $        616
   Debt payable within one year                        63           66
   Interest payable                                    68           58
   Income taxes payable                                52          108
   Other current liabilities                          301          263
                                            ------------- ------------

      Total current liabilities                     1,095        1,111
                                            ------------- ------------

Long-term liabilities
   Long-term debt                                   3,659        3,326
   Long-term pension and post employment
    benefit obligations                               229          223
   Deferred income taxes                              154          142
   Other long-term liabilities                        141          107
                                            ------------- ------------

      Total liabilities                             5,278        4,909
                                            ------------- ------------

Minority interest in consolidated
 subsidiaries                                          11           13

Commitments and contingencies

Shareholder's Deficit
   Common stock--$0.01 par value;
    300,000,000 shares authorized,
    170,605,906 issued and 82,556,847
    outstanding at September 30, 2007 and
    December 31, 2006                                   1            1
   Paid-in deficit                                   (13)         (17)
   Treasury stock, at cost--88,049,059
    shares                                          (296)        (296)
   Accumulated other comprehensive income             161           81
   Accumulated deficit                            (1,189)     (1,183 )
                                            ------------- ------------

      Total shareholder's deficit                 (1,336)      (1,414)
                                            ------------- ------------

         Total liabilities and
          shareholder's deficit             $       3,953 $      3,508
                                            ============= ============

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
HEXION SPECIALTY CHEMICALS, INC. (Unaudited)

                                                    Nine months ended
                                                      September 30,
                                                    ------------------
(In millions)                                         2007     2006
--------------------------------------------------- -------- ---------
Cash Flows provided by Operating Activities
   Net loss                                         $    (2) $    (54)
   Adjustments to reconcile net loss to net cash
    provided by operating activities:
      Depreciation and amortization                      145       123
      Loss from discontinued operations                   --        14
      Write-off of deferred IPO costs                     --        15
      Write-off of deferred financing fees                --         9
      Gain on sale of businesses, net of tax             (8)      (34)
      Minority interest in net income of
       consolidated subsidiaries                           1         4
      Stock-based compensation                             4         5
      Deferred tax provision                               6        14
      Impairments                                          8         5
      Other non-cash adjustments                           9        21
   Net change in assets and liabilities:
      Accounts receivable                               (56)     (112)
      Inventories                                         15      (22)
      Accounts and drafts payable                       (39)        26
      Income taxes payable                              (27)        18
      Other assets, current and non-current              (6)        25
      Other liabilities, current and long-term            34      (50)
      Net cash used in operating activities of
       discontinued operations                            --       (3)
                                                    -------- ---------

         Net cash provided by operating activities        84         4
                                                    -------- ---------

Cash Flows used in Investing Activities
      Capital expenditures                              (72)      (85)
      Capitalized interest                               (1)       (1)
      Acquisition of businesses, net of cash
       acquired                                         (63)     (181)
      Deferred acquisition costs                       (105)        --
      Proceeds from the sale of assets                    13        --
      Proceeds from the sale of businesses, net of
       cash sold                                           5        47
                                                    -------- ---------

         Net cash used in investing activities         (223)     (220)
                                                    -------- ---------

Cash Flows provided by Financing Activities
      Net short-term debt repayments                     (2)        18
      Borrowings of long-term debt                     2,154     2,654
      Repayments of long-term debt                   (1,837)   (2,158)
      Payment of dividends on common stock              (11)       (2)
      Redemption of preferred stock                       --     (397)
      Long-term debt and credit facility financing
       fees                                              (2)      (17)
      IPO related costs                                   --       (5)
      Net cash from financing activities of
       discontinued operations                            --         1
                                                    -------- ---------

         Net cash provided by financing activities       302        94
                                                    -------- ---------

Effect of exchange rates on cash and equivalents           9         8
Increase (decrease) in cash and equivalents              172     (114)
Cash and equivalents at beginning of period               64       183
                                                    -------- ---------

Cash and equivalents at end of period               $    236 $      69
                                                    ======== =========

Source: Hexion Specialty Chemicals, Inc.