Related Party Transactions

Transactions with Apollo

Management Consulting Agreement

The Company was party to a Management Consulting Agreement with Apollo (the “Management Consulting Agreement”) pursuant to which the Company received certain structuring and advisory services from Apollo and its affiliates. Apollo was entitled to an annual fee equal to the greater of $3 or 2% of the Company’s Adjusted EBITDA. Apollo elected to waive charges of any portion of the annual management fee due in excess of $3 for the calendar year 2018.

During the three and six months ended June 30, 2018, the Company recognized expense under the Management Consulting Agreement of $1 and $2, respectively. This amount is included in “Other operating expense, net” in the unaudited Condensed Consolidated Statements of Operations. In conjunction with the Company’s Chapter 11 proceedings and the Support Agreement filed on April 1, 2019, Apollo agreed to waive its annual management fee for 2019. In connection with the Company’s emergence from Chapter 11, the Management Consulting Agreement was terminated pursuant to the Confirmation Order, as of the Effective Date.

Support Agreement

Pursuant to the Support Agreement, Apollo will receive a $2.5 senior unsecured note maturing on March 31, 2020, payable upon an initial public offering or listing on NYSE or NASDAQ.

Transactions with MPM

As of May 15, 2019, MPM is no longer under the common control of Apollo and no longer a related party to the Company.

Shared Services Agreement

On October 1, 2010, the Company entered into a shared services agreement with Momentive Performance Materials Inc. (“MPM”) (which, from October 1, 2010 through October 24, 2014, was a subsidiary of Hexion Holdings LLC), as amended in October 2014 (the “Shared Services Agreement”). Under this agreement, the Company provided to MPM, and MPM provided to the Company, certain services, including, but not limited to, executive and senior management, administrative support, human resources, information technology support, accounting, finance, legal and procurement services. The Shared Services Agreement established certain criteria upon which the costs of such services are allocated between the Company and MPM.

On February 11, 2019, MPM provided notice of its intention to terminate the Shared Services Agreement, effective March 14, 2019. The termination triggers a period of up to 14 months during which time the parties will work together to facilitate an orderly transition of services provided under the Shared Services Agreement.

Pursuant to the Shared Services Agreement, the Company had accounts receivable from MPM of $2 at December 31, 2018. The below table summarizes the transactions between the Company and MPM:



	Six Months Ended June 30,
	2019		2018
Total cost pool - Hexion ⁽¹⁾	$	15	$	19
Total cost pool - MPM ⁽¹⁾	14		14

(1) Included in the net costs incurred during the six months ended June 30, 2019 and 2018, were net billings from Hexion to MPM of $11 and $9, respectively, to bring the percentage of total net incurred costs for shared services under the Shared Services Agreement to the applicable agreed upon allocation percentage.

Sales and Purchases of Products with MPM

The Company also sells products to, and purchases products from, MPM. There were no products sold during the three and six months ended June 30, 2019 and during the three months ended June 30, 2018, the Company sold $1 of products to MPM. During the six months ended June 30, 2019 and 2018, the Company earned less than $1 from MPM as compensation for acting as distributor of products. The Company had $3 of accounts payable to MPM as of December 31, 2018. Refer to the below table for the summary of the purchases of products with MPM:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Purchases from MPM ⁽¹⁾	$	3	$	9	$	10	$	16

(1) Purchases from MPM are through May 15, 2019 and only reflect the time period when MPM was a related party.

Purchases and Sales of Products and Services with Apollo Affiliates

The Company sells products to various Apollo affiliates. These sales were $1 for the three and six months ended June 30, 2019 and $1 six months ended June 30, 2018. There were no sales for the three months ended June 30, 2018. Accounts receivable from these affiliates were less than $1 at both June 30, 2019 and December 31, 2018.

Other Transactions and Arrangements

The Company sells products and provides services to, and purchases products from, its joint ventures which are recorded under the equity method of accounting. Refer to the below table for a summary of the sales and purchases with the Company and its joint ventures which are recorded under the equity method of accounting:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Sales to joint ventures	$	1	$	3	$	2	$	6
Purchases from joint ventures	1		3		2		5



	June 30, 2019		December 31, 2018
Accounts receivable from joint ventures	$	3	$	2
Accounts payable to joint ventures	1		<1

In addition to the accounts receivable from joint ventures disclosed above, the Company had a loan receivable of $7 as of both June 30, 2019 and December 31, 2018, respectively, from its unconsolidated forest products joint venture in Russia.