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Credit Suisse Chemical Conference March 25, 2008

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Page 1: Hexion CSFBConferenceMarch2008Final

Credit Suisse Chemical Conference

March 25, 2008

Page 2: Hexion CSFBConferenceMarch2008Final

2

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.

Forward-Looking Statements

Page 3: Hexion CSFBConferenceMarch2008Final

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Today’s Presenters

Craig O. MorrisonChairman, President &Chief Executive Officer

William CarterExecutive Vice President &

Chief Financial Officer

Joined Hexion in March 2002 as President and CEO of Borden Chemical

Previous roles include:President & GM, Alcan Pharmaceutical and Cosmetic PackagingPresident and COO, PaxarPresident and GM, Van Leer Containers, Inc.Manager, General Electric Plastics Consultant, Bain & Company

Joined Hexion in April 1995 as CFO of Borden Inc.

Key member of Borden restructuring team

Previous roles include:20 years at Pricewaterhouse LLP, including role as Engagement Partner for Borden

Page 4: Hexion CSFBConferenceMarch2008Final

Hexion OverviewCraig O. MorrisonChairman, President & Chief Executive Officer

Page 5: Hexion CSFBConferenceMarch2008Final

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2007 Results Continue to Validate Hexion’sStrategy as the Global Thermoset Resins Leader

Strong top line growth of 12% versus FY06

Operating income reached $302 million, a 22% percent increase compared to FY06, net of divestitures

Segment EBITDA of $611 million, an increase of 17%, versus $524million in prior year

Adjusted EBITDA of $707 million resulting in an interest coverage ratio of 2.58

The Arkema forest products transaction – completed in Q407 –continues our accretive bolt-on acquisition strategy in the high-growth east German region

Announced Huntsman merger provides an opportunity for transformational growth as a leading global specialty chemical company

Hexion Posted Strong YearHexion Posted Strong Year--overover--Year PerformanceYear Performance

(1)

(2)

(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, 2007, the Company was able to satisfy this covenant and incur additional indebtedness under its indentures. December 31, 2007 Adjusted EBITDA includes $55 million of in-process Hexion synergies and $38 million of acquisition adjustments.

(2) Transaction remains subject to various conditions, including expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Act, review by foreign jurisdictions and other customary closing conditions.

Page 6: Hexion CSFBConferenceMarch2008Final

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$364

$707

$480(1) $524

2004 2005 2006 2007 Adj PF2007

Hexion Historical Summary

$4,105

$5,810 $5,205

$4,717(1)

2004 2005 2006 2007

Hexion Pro Forma Revenue($ millions)

Hexion EBITDA($ millions)

Revenue CAGR: 12 %Revenue CAGR: 12 % EBITDA CAGR: 19 %EBITDA CAGR: 19 %

(3)

$611

(1) Includes the acquisition of Bakelite in April 2005 as if it occurred on January 1, 2005. (2) 2007 Adjusted EBITDA includes $55 million of in-process Hexion synergies and $38 million of acquisition adjustments.

Note: 2004 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. Resolutions Specialty Materials and Resolution Performance Products owned by affiliates of Apollo Management L.P. prior to formation of Hexion.

Page 7: Hexion CSFBConferenceMarch2008Final

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Raw Material Volatility continues into 2008

1.0

1.1

1.2

1.3

1.4

1.5

1.6

Hexion Composite Raw Material Index

Source: CMAI data.

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q42006 2007

55% increase over past two yearsNegative lead/lag impact of $16 million in Q407 Hexion Composite Raw Material Index at December 2007 increased 30% compared to Q307Ongoing focus on pricing actions to compensate for the rapid rise in raw materials

Key Raw Materials at or near Historical Highs as of Year-end 2007

ValueCreation

Page 8: Hexion CSFBConferenceMarch2008Final

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42%

42%

Hexion’s Diversification Offsets Segment Cyclicality and Provides Growth Opportunities

Indust r ial/ Marine18%

New Home Const ruct ion

12%Aut omot ive11%

Graphic Art s7%

Civil Engineering6%

Elect ronics6%

Oil Field E&P4%

Const ruct ion4%

Archit ect ural4%

Food & Beverage2%

Repair/ Remodel7%

Consumer/Durable Goods

14%

Ot her5%

Stable and Diversified Revenue Base: Largest Customer < 3% of 2007 SalesTop Ten Customers: ≈15% of 2007 Sales

UnitedStates

End Use Markets2007 Revenue: $5.8 billion

2007 Geographies(1)

(1) Based on 2006 results.

Europe

16%

Asia Pacific & ROW

Page 9: Hexion CSFBConferenceMarch2008Final

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Diversified Product Portfolio Drives Across-the-Board Segment Growth

13%

15%

6%

9%

Segment EBITDAFY07 vs. FY06 FY07 vs. FY06

Improving Segment EBITDA Margins in FY07Improving Segment EBITDA Margins in FY07

Revenue

Epoxy & Phenolic

Resins

Forest & Formaldehyde

Products

Coatings& Inks

Performance Products

24%

6%

6%

26%

ValueCreation

Page 10: Hexion CSFBConferenceMarch2008Final

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Hexion’s Value Creation Levers Fuel Top and Bottom Line Growth

Value Creation

Core Business Processes•Six Sigma

•SAP

•SourcingAchieving Synergies

Hexion Continues to Execute its Strategic and Operational Plan

Global Footprint

GrowthInitiatives

ExperiencedManagementTeam

AccretiveAcquisitions

Global Thermoset

Leader

Page 11: Hexion CSFBConferenceMarch2008Final

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Six Sigma Savings Exceeded $44 million in 2007

Six Sigma Focused on Continuous Improvement

CoreBusinessProcesses

2007 Six Sigma Savings ($ in millions)

Volume/Growth

ProcessingCosts

MarginOverMaterials

Distribution and OtherInventories

$20

$15

$7$5

$2

Wide range of projects, including:Volume: Capacity creationRaw Materials: yield improvementOperational cost efficienciesDistribution: freight savings

Approximately 275 active Six Sigma projects anticipated in FY08

Page 12: Hexion CSFBConferenceMarch2008Final

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FY06 FY07 FY08

Sourcing Manufacturing SG&A

Synergies Remain an Ongoing Focus of Senior Management

Sourcing

Manufacturing

SG&A

Hexion Continues to Achieve Targeted Synergies

Summary$150 million run rate achieved in 2007All Phase II actions expected to be taken in 2008SG&A as a percentage of sales improved to 7.1% in FY07 vs. 7.4% in FY06

$37 mm$72 mm

$66 mm

Total Synergy Program Targets

Hexion Synergy Run Rate($ millions)

$150

$70

$175

SynergyAchievement

Page 13: Hexion CSFBConferenceMarch2008Final

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Synergy Actions Designed to StrategicallyOptimize Manufacturing Footprint

Productivity and Synergy Programs Continue

Site actions related to Hexion’s synergy programs include:

Hernani, Spain (Phenolic Resins)Santo Varao, Portugal (Inks)Pleasant Prairie, Wisconsin (Inks)Lynwood, California (Coatings)Clayton, U.K. (Coatings)Hamburg, Germany (Coatings)Molndal, Sweden (Coatings)LaVal, Quebec (Forest Products)Virginia, Minnesota (Forest Products) Vancouver, British Columbia (Forest Products)High Point, North Carolina (Forest Products)

(1)

(1)

(1) Sites operational; actions included stopping production of heatset ink vehicles at Pleasant Prairie location and solvent-based coatings at our Lynwood California facility.

SynergyAchievement

Page 14: Hexion CSFBConferenceMarch2008Final

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Asia Pacific: 20 Mfg. Sites

North America: 41 Mfg. SitesEurope: 32 Mfg. Sites

Latin America: 6 Mfg. Sites

Our Broad Geographic Footprint Allows Hexion to Serve Customers Around the Globe

Hexion’s Existing Footprint Provides a Significant Growth Platform

Global Footprint

(1) Reflects manufacturing facilities as of Dec. 31, 2007

Page 15: Hexion CSFBConferenceMarch2008Final

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Technology Reformulation

Global Expansion

Technology Cross

Fertilization

Hexion Continues to Focus on Key Growth Initiatives

Hexion’s Product Portfolio Provide a Strong Base for Growth

Growth Initiatives

Page 16: Hexion CSFBConferenceMarch2008Final

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New Product Development: Customer-Driven Solutions

550 Scientists Globally and Strong Technical Field Staff Deliver Customer Solutions Aimed at Improving Plant Yields and Reducing Fixed Costs

Product DescriptionAdhesive technologies designed to provide engineered wood materials with structural fire performance equal to solid lumber. www.hexitherm.com

Ultra-low emitting resin technologies for wood product manufacturers ( urea formaldehyde- based or utilize alternative chemistries). www.ecobind.com

Family of oilfield technology products designed for high-pressure, high-temperature (HPHT) wells

Non-radioactive, resin-coated proppant with “tracer materials”to track proppant location within wells

Growth Initiatives

Page 17: Hexion CSFBConferenceMarch2008Final

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Six Opportunistic Bolt-On Acquisitions in FY06-’07

Acquisitions

Rhodia Coatings

Akzo Nobel Coatings & Inks

Rohm andHaas Wax Assets

Orica Resins

Wright Chemical

Arkema GmbH

SuccessfulAcquisitions

Page 18: Hexion CSFBConferenceMarch2008Final

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Experienced Management Team Provides The Capability and Capacity to Successfully Lead Hexion

Divisions structured to optimize assets and market alignment

Functional leaders selected for industry leading expertise

Division Presidents:Average 25 years in chemical and resin industry experience

Strong track record of merger integration and growth

Management ownership of approximately 7%

Chairman & CEOChairman & CEOCraig MorrisonCraig Morrison CFOCFO

Bill CarterBill Carter

Human ResourcesHuman ResourcesJudy Judy SonnettSonnett

ITITKevin McGuireKevin McGuire

SourcingSourcingNathan FisherNathan Fisher

Business DevelopmentBusiness DevelopmentElliot Elliot FullenFullen

Environmental Health Environmental Health & Safety& Safety

Rick MontyRick MontyChief Technology Chief Technology

OfficerOfficerRich MyersRich Myers

President President Performance Performance

Products & Inks Products & Inks ResinsResins

Sarah CoffinSarah Coffin

President President Phenolic & Phenolic &

Forest Product Forest Product Resins Resins

Jody BevilaquaJody Bevilaqua

PresidentPresidentEpoxy & Epoxy & Coating Coating ResinsResins

Kees VerhaarKees Verhaar

Six SigmaSix SigmaDalchandDalchand LaljitLaljit

LegalLegalMary Ann JorgensonMary Ann Jorgenson

ExperiencedManagement

Team

Page 19: Hexion CSFBConferenceMarch2008Final

Financial ReviewWilliam CarterExecutive Vice President & Chief Financial Officer

Page 20: Hexion CSFBConferenceMarch2008Final

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Financial Highlights

Highly diversified revenue baseCustomers, end markets, geographiesStable primary end market demand

Strong free cash flow characteristicsLow capital expenditures

Low annual total capex requirementsMaintenance 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 improvementFavorable tax attributes due to NOLs and tax efficient structuring will minimize cash taxes going forwardSAP “Single Global Instance” system: as of Dec. 31, 2007, locations that comprise 90% of our revenue are on the new system

Significant cross-selling opportunities and cost reduction initiatives will enhance Hexion revenue and EBITDA over the long-term

Page 21: Hexion CSFBConferenceMarch2008Final

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Epoxy and Phenolic Resins Fiscal Year 2007 Segment Highlights

($ in millions) 2007 2006 ∆

$2,424 $2,152

$271

↑ 13%

Segment EBITDA $337 ↑ 24%

Revenue

Year Ended December 31 Strong revenue and EBITDA growth reflects favorable product mix and positive demand from a variety of applications, including wind energy, electronics, aerospace and international construction

Page 22: Hexion CSFBConferenceMarch2008Final

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Formaldehyde and Forest Products Resins Fiscal Year 2007 Segment Highlights

($ in millions) 2007 2006 ∆

$1,663 $1,440

$156

↑ 15%

Segment EBITDA $165 ↑ 6%

Revenue

Year Ended December 31 International markets drove revenue and Segment EBITDA gains despite rapid rise in raw materials and slowdown in North American housing

Page 23: Hexion CSFBConferenceMarch2008Final

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Coatings and Inks Fiscal Year 2007 Segment Highlights

($ in millions) 2007 2006 ∆

$1,330 $1,254

$81

↑ 6%

Segment EBITDA $86 ↑ 6%

Revenue

Year Ended December 31 Focused cost control programs, coupledwith site rationalizations,significantly improvedcost structure

Page 24: Hexion CSFBConferenceMarch2008Final

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Performance Products Fiscal Year 2007 Segment Highlights

($ in millions) 2007 2006 ∆

$ 393 $ 359

$ 61

↑ 9%

Segment EBITDA $ 77 ↑ 26%

Revenue

Year Ended December 31 Robust demand for oilfield products, combined with Asia Pacific regional growth, contributed to strong revenue and Segment EBITDA gains

Page 25: Hexion CSFBConferenceMarch2008Final

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Pro Forma Free Cash Flow

($ millions) PF Adj.12/31/07 Comment

Pro Forma Adj. EBITDA $707 Includes $55mm effect of in process synergies and $38mm of acquisitions/divestitures

Less: Cash Taxes (40) Highly favorable tax situation due to NOLs, structuring

Less: Cash Interest Expense (300)

Less: Capital Expenditures (125) $125mm normalized annual target; 2008E capital expense target reflects additional growth projects

Change in Working Capital -- Significant reduction opportunity over the next two years offsets growth impacts

Other (25) Pension, OPEB, and other cash costs

PF Free Cash Flow ~ $220

Page 26: Hexion CSFBConferenceMarch2008Final

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Low Capital Intensity

Hexion targeting $150 million of annual capex in 2008$55 - $60 million for maintenance projects in 2008

Capital Expenditures

$122 $123

$111

$115$125

2.4%

3.3%

2.3%

3.0%

$50

$75

$100

$125

2003 2004 2005 2006 20070.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

Capital Expenditures Capex as % of Sales

($ millions) % of Sales

2.1%

(1)

(1) 2008 targeted capital expenditures excludes any Huntsman merger-related activities and synergy-related projects

Page 27: Hexion CSFBConferenceMarch2008Final

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Balance Sheet Update

Hexion generated $174 million in cash from operations in 2007

In FY07, Hexion funded $130 million for the acquisitions of Orica and Arkema GmbH and $100 million for Huntsman acquisition costs

Strong liquidity position: cash plus borrowing availability of $485 million at December 31, 2007

Ongoing focus on working capital improvements in 2008 and maintaining a disciplined approach to capital spending

Page 28: Hexion CSFBConferenceMarch2008Final

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Long Dated Debt Maturity Profile

Debt Maturities

Note: Debt maturity graphs exclude capital leases, other debt, and Borden foreign bank debt.

$0$200

$400$600

$800$1,000$1,200

$1,400$1,600

$1,800$2,000

$2,200$2,400

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015+

($ in

mill

ions

)

Page 29: Hexion CSFBConferenceMarch2008Final

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Hexion Capitalization (12/31/07)

($ millions)

12/31/07Multiple of PF Adj. EBITDA (1)

Cash $199

Revolver $0 Bank Debt 2,282 3.2Net Total 1st Lien Senior Secured Debt $2,282 3.2x

Second-Priority Senior Secured Notes 825 4.4Net Senior Secured Debt $3,107 4.4x

Sinking Fund Debentures due 2016 78 4.5Debentures due 2021 115 4.7Debentures due 2023 247 5.0Other Debt 173 5.3Net Debt $3,520 5.0x

Adj. EBITDA $707

(1) December 31, 2007 Adjusted EBITDA includes $55 million of Hexion in-process synergies and $38 million of acquisition adjustments.

Page 30: Hexion CSFBConferenceMarch2008Final

Transaction Update Craig O. Morrison

Page 31: Hexion CSFBConferenceMarch2008Final

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Epoxy & Phenolic Resins

16%

Form. & Forest Products

11%

Coatings & Inks8%

Hexion Perf. Products

2%

Pigments7%

HuntsmanPerf. Produts

15% Materials & Effects

16%

Polyurethanes25%

Hexion & Huntsman: Creating a Global Leader

Europe37%

North America

40%

Asia Pacific14%

ROW9%

Pro forma Revenues = $15.5 billion

Revenue by Region

(1) Reflects Huntsman 2007 Revenue of $9.650.8 billion as presented in Huntsman’s Fourth Quarter 2007 earnings release. Huntsman revenue pro forma for butadiene/MTBE, U.S. and European Base Chemicals and Polymers divestitures as disclosed in release. Hexion revenue reflects 2007 sales of $5.810 billion as presented in Hexion’s Form 10-K filing.

(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.

(3) Reflects Huntsman’s Q3 2007 YTD differentiated revenues, including Polyurethanes, Materials & Effects, Performance Products and Pigments, as presented at the Merrill Lynch Leveraged Finance Conference (November 2007.) Hexion revenue reflects 2007 sales by geography of $5.8 billion as presented in Hexion’s Form 10-K filing.

Combined Company Revenues by Reportable Segments (1) (2)

“Newco” Establishes an Industry Leader with Strong Top and Bottom Line Growth Potential

(3)

Page 32: Hexion CSFBConferenceMarch2008Final

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Pending Transaction Provides Strong Growth Potential in Asia Pacific Region

Hexion’s Asia Pacific FootprintAsia Pacific region has 20manufacturing sites spread across China, Malaysia, Thailand, Korea, New Zealand and Australia FY07 ROW sales: $1.4 B

“New Huntsman” in Asia 56 sites $1.5 billion (17%) of Global Differentiated Revenue (2006PF)

(1)

(1) Reflects 2006 PF Differentiated Revenue Distribution. Source of Huntsman map: February 2007 Analyst Day Presentation. Pro forma 2006 revenues to include Polyurethanes, Advanced Materials, Textile Effects, Performance Products and Pigments.

Page 33: Hexion CSFBConferenceMarch2008Final

Summary

Page 34: Hexion CSFBConferenceMarch2008Final

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Hexion - Summary

FY07 sales increased 12% and Segment EBITDA increased 17% compared to prior year

Ongoing focus on pricing actions to compensate for the rapid rise in raw materials

Diversified technology and global footprint provide an ongoing basis for growth

On track to meet our $175 million synergy commitment

The announced merger with Huntsman, subject to regulatory review and other customary closing conditions, will create one of the world’s largest specialty chemical companies

Hexion Continues to Execute its Strategic and Operational Plan(1) Transaction remains subject to various conditions, including expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Act, review by foreign jurisdictions and other customary closing

conditions.

(1)

Page 35: Hexion CSFBConferenceMarch2008Final

Appendices

Page 36: Hexion CSFBConferenceMarch2008Final

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Reconciliation of Non-GAAP Financial Measures

($ millions) Three months ended Dec. 31, Fiscal Year ended Dec. 31

2007 2006 2007 2006Segment EBITDA:

Epoxy and Phenolic Resins 62 66 337 271Formaldehyde and Forest Product Resins 39 43 165 156 Coatings and Inks 17 11 86 81Performance Products 20 14 77 61Corporate and Other (13) (11) (54) (45)

Total 125 123 611 524 Reconciliation:Items not included in Segment EBITDA

--

--(1)

Business realignments (5) 6 (21) 2

Loss on extinguishment of debt -- (69) -- (121)

Transaction costs 1 (1) (20)

Integration costs (10) (12) (38) (57)Non-cash charges (37) (9) (54) (22)

Unusual items:Gain on sale of business (1) 8 39 Purchase accounting effects/inventory step-up -- (1) (3)Discontinued operations -- -- -- (14)

Other (8) (2) (17) (10)

Total unusual items (14) 3 (31) 14 Total adjustments (61) (17) (124) (85)

Interest expense, net (73) (71) (310) (242)

Income tax benefit (expense) (1) 27 (44) (14)Depreciation and amortization (53) (48) (198) (171)Net income (loss) (63) (55) (65) (109)

Page 37: Hexion CSFBConferenceMarch2008Final

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Reconciliation of Net Loss to Adj. EBITDANet loss (65)

Income taxes 44

Interest expense, net 310

Depreciation and amortization expense 198

EBITDA 487

Adjustments to EBITDAAcquisitions EBITDA (1) 38

Transaction costs 1

Integration costs (2) 38

Non-cash charges (3) 54

Unusual items:

Gain on divestiture of business (8)

Purchase accounting/inventory step-up 1

Business realignments (4) 21

Other (5) 20

Total unusual items 34

In process Synergies (6) 55

Adjusted EBITDA (7) 707

Fixed Charges (8) 274

Ratio of Adj. EBITDA to Fixed Charges 2.58

$

Year EndedDec. 31, 2007

$

Fixed Charge Covenant Calculations

Page 38: Hexion CSFBConferenceMarch2008Final

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Fixed Charge Covenant Calculations cont.

Footnotes

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. Also includes the impact of in-process synergies related to the Coatings and Inks acquisitions.

2) Represents redundancy and incremental administrative costs from integration programs. Also includes costs related to implementation of a single, company-wide management information and accounting system.

3) Includes non-cash charges for fixed asset impairments, stock based compensation, 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 divestiture of the European solvent coating resins business as if it had taken place at thebeginning of the period, management fees, costs to settle a lawsuit, realized foreign currency activity, and costs for unplanned plant outages.

6) Represents estimated net unrealized synergy savings from the Hexion Formation.

7) The charges reflect pro forma interest expense at March 3, 2008 as if the Orica A&R acquisition, the Arkema acquisition, and the amendment of our senior secured credit facilities had taken place at the beginning of the period.

8) Company is required to maintain 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, 2007, the Company was able to satisfy this covenant and incur additional indebtedness under this indenture.

Page 39: Hexion CSFBConferenceMarch2008Final

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Debt at December 31, 2007

12/31/2007 12/31/2006

Floating rate term loans due 2013 2,282 1,995

--

9.75% Second-priority senior secured notes due 2014 625 625

Australian Multi-Currency Term/Working Capital Facility due 2012 69 --

Floating rate second-priority senior secured notes due 2014 200 200

115

247

78

34

12

58

3,720

Revolving credit facilities due 2011 23

Senior Secured Notes:

Debentures:

9.2% debentures due 2021 115

7.875% debentures 2023 247

Sinking fund debentures: 8.375% due 2016 78

Other Borrowings:

Industrial Revenue Bonds due 2009 34

Capital Leases 11

Other 64

Total debt 3,392

($ in millions)

$ $

$ $

Senior Secured Credit Facilities:

Page 40: Hexion CSFBConferenceMarch2008Final