UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  November 6, 2018

ASHLAND GLOBAL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation) 

 

 

50 E. RiverCenter Boulevard

Covington, Kentucky 41011

Registrant’s telephone number, including area code (859) 815-3333

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

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Item 2.02.  Results of Operations and Financial Condition

 

On November 6, 2018, Ashland Global Holdings Inc. (“Ashland”) announced preliminary fourth  quarter results, which are discussed in more detail in the news release (the “News Release”) attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1, which is incorporated herein by reference into this Item 2.02.

 

Item 8.01.  Other Events

 

On November 6, 2018, Ashland will make available the News Release and a slide presentation on the “Investor Center” section of Ashland’s website located at http://investor.ashland.com.  A copy of the slide presentation is attached to this Form 8-K as Exhibit 99.2, which is incorporated herein by reference into this Item 8.01.

 

Item 9.01.  Financial Statements and Exhibits

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

3

Exhibit 99.1

 

 

 

Ashland reports preliminary financial results for fourth quarter of fiscal 2018 at upper end of previous guidance; Provides fiscal 2019 financial outlook

 

COVINGTON, KENTUCKY, November 6, 2018 – Ashland Global Holdings Inc. (NYSE: ASH), a premier global specialty chemicals company serving customers in a wide range of consumer and industrial markets, today announced preliminary² financial results for the fourth quarter of fiscal 2018:

 

 

“The Ashland team finished fiscal 2018 on a high note as we delivered strong overall sales and earnings growth and demonstrated great progress on our path toward becoming a premier specialty chemicals company,” said William A. Wulfsohn, Ashland chairman and chief executive officer.

 

“Our Specialty Ingredients team produced another quarter of strong organic growth, as sales rose 6 percent, driven by strong customer demand and differentiated product mix. In addition, the actions we have taken to improve asset utilization and increase production volume resulted in favorable absorption. The Specialty Ingredients team also demonstrated good cost discipline, with SG&A expenses as a percentage of sales declining nearly 230 basis points compared to prior year. Together this led to a 51 percent increase in Specialty Ingredients’ operating income, and a 24 percent increase in Specialty Ingredients’ adjusted operating income. Adjusted EBITDA climbed 13 percent, to $160 million. Adjusted EBITDA margin rose 160 basis points year over year, to 25.2 percent, the highest level in six years. Meanwhile, the Composites and Intermediates and Solvents (I&S) teams capped strong years for sales and earnings with solid results in the fourth quarter.”

 

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He continued: “Ashland has a clear strategy to drive strong sales and earnings growth, and our performance in fiscal 2018 shows that we are delivering on the financial commitments we outlined to investors 18 months ago. For the full year, Ashland generated 15 percent sales growth, with double-digit increases across all three operating segments. This growth is being driven by specific actions we have taken to sustain and grow Ashland’s premium mix while also improving our competitiveness. Adjusted earnings per share climbed 47 percent. Operating income margin within Specialty Ingredients was 12.7 percent, up 220 basis points from the previous year. Adjusted EBITDA margin within Specialty Ingredients was 23.2 percent, up 100 basis points from the previous year. We expect continued improvement in fiscal 2019 and beyond as we realize the benefits from the EBITDA margin acceleration program and become a pure-play specialty chemicals company following an anticipated divestiture of our Composites business and butanediol (BDO) manufacturing facility in Marl, Germany.”

 

Update on EBITDA Margin Acceleration Plan

In early May, Ashland announced a program to accelerate EBITDA margin growth by creating a leaner, more cost competitive company with improved operating efficiency, faster decision making and a stronger customer focus. Under this program, Ashland intends to eliminate a total of $120 million of existing allocated costs, direct expenses within Specialty Ingredients SG&A, and facility-related costs as follows:

 

“Our teams have made good progress in executing on the initial phase of actions, as we met our expectation for capturing $20 million in annualized run-rate savings by the end of September,” Wulfsohn said. “We have now completed the redesign plan and are on track to achieve our target of $50 million in total run-rate savings by the end of the current quarter, and $120 million in total run-rate savings by end of calendar 2019.”  

 

Reportable Segment Performance and Outlook

To aid in the understanding of Ashland’s ongoing business performance, the results of Ashland’s reportable segments are described below on an adjusted basis. In addition, EBITDA, or adjusted EBITDA, is reconciled to operating income in Table 5 of this news release. In addition, free cash flow and adjusted operating income are reconciled in Table 7 and adjusted diluted earnings per share is reconciled in Table 8 of this news release. (For a more detailed review of the segment results, please refer to the Investor Relations section of ashland.com to review the slides filed with the Securities and Exchange Commission in conjunction with this earnings release.) These adjusted results are considered non-GAAP financial measures.  For a full description of the non-GAAP financial measures used, see the “Use of Non-GAAP Measures” section that further describes these adjustments on page 5 of this news release.

 

Specialty Ingredients

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Composites

 

Intermediates & Solvents

 

Balance Sheet and Cash Flow

 

Outlook

Although Ashland provides forward-looking guidance for adjusted EBITDA, free cash flow and adjusted diluted earnings per share, Ashland is not reaffirming or providing forward-looking guidance for U.S. GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure. Such reconciliations have not been included because Ashland is unable, without unreasonable efforts, to estimate and quantify the most directly comparable U.S. GAAP components, largely because predicting future operating results is subject to many factors not in Ashland’s control and not readily predictable

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and that are not part of Ashland’s routine operating activities, including various domestic and international economic, political, legislative, regulatory and legal factors.

 

The company issued its financial outlook for fiscal 2019 as shown in the table below. This outlook is provided on a current-operations basis, and an update will be provided following a Composites/Marl divestiture announcement.

 

*For fiscal 2018, earnings from continuing operations was $1.66 per diluted share and adjusted earnings from continuing operations was $3.58 per diluted share.

** Includes estimated $40 million in restructuring payments

 

For the first quarter of fiscal 2019, Ashland expects adjusted earnings in the range of $0.55-$0.65 per diluted share, compared to $0.42 in the prior-year period. This outlook assumes an effective tax rate of 16 percent in the first quarter of fiscal 2019, versus 18 percent in the prior-year period.

 

"In summary, our outlook for fiscal 2019 reflects continued progress toward the long-term financial targets shared at our Investor Day last year. This includes mid-single-digit growth in Specialty Ingredients’ adjusted EBITDA plus $20 million of savings from the ongoing cost reduction program. Together, the actions we have taken to improve our business are driving strong earnings growth while also positioning Ashland to fulfill our vision of becoming the premier specialty chemicals company," Wulfsohn said.

 

For additional information on Ashland’s fourth-quarter financial results, please see the slide presentation accompanying this news release.  

 

Conference Call Webcast

Ashland will host a live webcast of its fourth-quarter conference call with securities analysts at 9 a.m. EST Wednesday, November 7, 2018. The webcast will be accessible through Ashland’s website at http://investor.ashland.com. Following the live event, an archived version of the webcast and supporting materials will be available for 12 months.

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Use of Non-GAAP Measures

Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA, adjusted EBITDA, EBITDA margin and adjusted EBITDA margin provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income, operating income, net income margin and operating income margin. The adjustments Ashland makes to derive the non-GAAP measures of EBITDA, adjusted EBITDA, EBITDA margin and adjusted EBITDA margin exclude items which may cause short-term fluctuations in net income and operating income and which Ashland does not consider to be the fundamental attributes or primary drivers of its business. EBITDA, adjusted EBITDA, EBITDA margin and adjusted EBITDA margin provide disclosure on the same basis as that used by Ashland’s management to evaluate financial performance on a consolidated and reportable segment basis and provide consistency in our financial reporting, facilitate internal and external comparisons of Ashland’s historical operating performance and its business units and provide continuity to investors for comparability purposes. EBITDA margin and adjusted EBITDA margin are defined as EBITDA and adjusted EBITDA divided by sales for the corresponding period.

 

Key items, which are set forth on Table 8 and page 17 of the slide presentation accompanying this release, are defined as financial effects from significant transactions that, either by their nature or amount, have caused short-term fluctuations in net income and/or operating income which Ashland does not consider to most accurately reflect Ashland’s underlying business performance and trends.  Further, Ashland believes that providing supplemental information that excludes the financial effects of these items in the financial results will enhance the investor’s ability to compare financial performance between reporting periods.

 

Tax-specific key items, which are set forth on Table 8 and page 17 of the slide presentation accompanying this release, are defined as financial transactions, tax law changes or other matters that fall within the definition of key items as described above.  These items relate solely to tax matters and would only be recorded within the income tax caption of the Statement of Consolidated Income.  As with all key items, due to their nature, Ashland does not consider the financial effects of these tax-specific key items on net income to be the most accurate reflection of Ashland’s underlying business performance and trends.

 

The free cash flow metric enables Ashland to provide a better indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Unlike cash flow provided by operating activities, free cash flow includes the impact of capital expenditures from continuing operations, providing a more complete picture of cash generation. Free cash flow has certain limitations, including that it does not reflect adjustment for certain non-discretionary cash flows such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods.

 

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Adjusted diluted earnings per share is a performance measure used by Ashland and is defined by Ashland as earnings (loss) from continuing operations, adjusted for identified key items and divided by the number of outstanding diluted shares of common stock.  Ashland believes this measure provides investors additional insights into operational performance by providing earnings and diluted earnings per share metrics that exclude the effect of the identified key items and tax specific key items.

 

About Ashland 
Ashland Global Holdings Inc. (NYSE: ASH) is a premier global specialty chemicals company serving customers in a wide range of consumer and industrial markets, including adhesives, architectural coatings, automotive, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. At Ashland, we are approximately 6,000 passionate, tenacious solvers – from renowned scientists and research chemists to talented engineers and plant operators – who thrive on developing practical, innovative and elegant solutions to complex problems for customers in more than 100 countries. Visit ashland.com to learn more.  

 

 

C-ASH

 

 

Forward-Looking Statements

This news release contains 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. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, as well as the economy and other future events or circumstances. These statements include, but may not be limited to, the statements under “Update  on EBITDA Margin Acceleration Plan,” “Reportable Segment Performance and Outlook,” “Outlook,” Ashland’s assessment on its progress towards becoming a premier specialty chemicals company and its expectations regarding its ability to drive sales and earnings growth, realize further cost reductions and complete the anticipated divestiture of its Composites business and Marl BDO facility.

 

Ashland’s expectations and assumptions include, without limitation, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: the program to eliminate certain existing corporate and Specialty Ingredients expenses (including the possibility that such cost eliminations may not occur or may take longer to implement than anticipated), the expected divestiture of its Composites segment and the Marl BDO facility, and related merchant I&S products (including, in each case, the possibility that a transaction may not occur or that, if a transaction does occur, Ashland may not realize the anticipated benefits from such transaction), the impact of acquisitions and/or divestitures Ashland has made or may make, including the acquisition of Pharmachem (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); Ashland’s ability to generate sufficient cash to finance its stock repurchase plans; severe weather, natural disasters, cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); and without limitation, risks and uncertainties affecting Ashland that are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. Various risks and uncertainties may cause actual results to differ

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materially from those stated, projected or implied by any forward-looking statements. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this news release whether as a result of new information, future events or otherwise.

 

Important Information

In connection with the forthcoming solicitation of proxies from stockholders in respect of Ashland’s 2019 Annual Meeting of Stockholders, Ashland will file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A (the “proxy statement”), containing a form of [white]  proxy card.  BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS, INCLUDING ASHLAND’S PROXY STATEMENT AND ANY AMENDMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT ASHLAND.

 

Certain Information Regarding Participants

Ashland, its directors and certain of its executive officers, including William A. Wulfsohn, Brendan Cummins,

William G. Dempsey, Jay V. Ihlenfeld, Susan L. Main, Jerome A. Peribere, Barry W. Perry, Mark C. Rohr,

Janice J. Teal, Michael J. Ward and Kathleen Wilson-Thompson, will be participants in the solicitation of proxies from stockholders in respect of the 2019 Annual Meeting of Stockholders. Information regarding the ownership of the Company’s directors and executive officers in the company by security holdings or otherwise is included in Ashland’s Annual Report on Form 10-K for the year ended September 30, 2017, which was filed with the SEC on November 20, 2017, and its proxy statement for the 2018 Annual Meeting of Stockholders, which was filed with the SEC on December 6, 2017. To the extent holdings of Ashland securities have changed since the amounts printed in the proxy statement for the 2018 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Details concerning the nominees of Ashland’s Board of Directors for election at the 2019 Annual Meeting will be included in the proxy statement when it is filed by Ashland with the SEC. Stockholders may obtain free copies of the proxy statement and other relevant documents that Ashland files with the SEC on Ashland’s website at http://investor.ashland.com or from the SEC’s website at www.sec.gov.

 

 

¹Run-rate savings are cost savings that have been achieved and will be realized in future periods

²Financial results are preliminary until Ashland’s Form 10-K is filed with the SEC

 

 

™ Trademark, Ashland or its subsidiaries, registered in various countries.

 

FOR FURTHER INFORMATION:

 

Investor Relations:Media Relations:

Seth A. MrozekGary Rhodes

+1 (859) 815-3527+1 (859) 815-3047

samrozek@ashland.com glrhodes@ashland.com

 

 

  

 

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RECONCILIATION OF CERTAIN NON-GAAP DATA

(In millions except per share data - preliminary and unaudited)

 

 

 

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Fourth-Quarter Fiscal 2018 Earnings November 6, 2018 / efficacy usability allure integrity profitability Exhibit 99.2

Forward-Looking Statements This presentation contains 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. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, as well as the economy and other future events or circumstances. These statements include, but may not be limited to, the statements under “Fiscal Year 2019 Outlook” on page 13 of the presentation, “Cost Reduction Targets” on page 14 of the presentation, “First-Quarter Fiscal 2019 Outlook” on page 15 of the presentation, Ashland’s assessment on its progress towards becoming a premier specialty chemicals company and its expectations regarding its ability to drive sales and earnings growth, realize future cost reductions and complete the anticipated divestiture of its Composites business and Marl BDO facility. Ashland’s expectations and assumptions include, without limitation, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: the program to eliminate certain existing corporate and Specialty Ingredients expenses (including the possibility that such cost eliminations may not occur or may take longer to implement than anticipated), the expected divestiture of its Composites segment and the Marl BDO facility, and related merchant I&S products (including, in each case, the possibility that a transaction may not occur or that, if a transaction does occur, Ashland may not realize the anticipated benefits from such transaction), the impact of acquisitions and/or divestitures Ashland has made or may make, including the acquisition of Pharmachem (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); Ashland’s ability to generate sufficient cash to finance its stock repurchase plans; severe weather, natural disasters, cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); and without limitation, risks and uncertainties affecting Ashland that are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this news release whether as a result of new information, future events or otherwise. Regulation G: Adjusted Results The information presented herein regarding certain unaudited adjusted results does not conform to generally accepted accounting principles in the United States (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Ashland has included this non-GAAP information to assist in understanding the operating performance of the company and its reportable segments. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information has been reconciled with reported U.S. GAAP results. Although Ashland provides forward-looking guidance for adjusted EBITDA, free cash flow and adjusted diluted earnings per share, Ashland is not reaffirming or providing forward-looking guidance for U.S. GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure. Such reconciliations have not been included because Ashland is unable, without unreasonable efforts, to estimate and quantify the most directly comparable U.S. GAAP components, largely because predicting future operating results is subject to many factors not in Ashland’s control and not readily predictable and that are not part of Ashland’s routine operating activities, including various domestic and international economic, political, legislative, regulatory and legal factors.

Important Information In connection with the forthcoming solicitation of proxies from stockholders in respect of Ashland’s 2019 Annual Meeting of Stockholders, Ashland will file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A (the “proxy statement”), containing a form of white proxy card. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS, INCLUDING ASHLAND’S PROXY STATEMENT AND ANY AMENDMENTS THERETO AND ACCOMPANYING WHITE PROXY CARD, FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT ASHLAND. Certain Information Regarding Participants Ashland, its directors and certain of its executive officers, including William A. Wulfsohn, Brendan Cummins, William G. Dempsey, Jay V. Ihlenfeld, Susan L. Main, Jerome A. Peribere, Barry W. Perry, Mark C. Rohr, Janice J. Teal, Michael J. Ward and Kathleen Wilson-Thompson, will be participants in the solicitation of proxies from stockholders in respect of the 2019 Annual Meeting of Stockholders. Information regarding the ownership of the Company’s directors and executive officers in the company by security holdings or otherwise is included in Ashland’s Annual Report on Form 10-K for the year ended September 30, 2017, which was filed with the SEC on November 20, 2017, and its proxy statement for the 2018 Annual Meeting of Stockholders, which was filed with the SEC on December 6, 2017. To the extent holdings of Ashland securities have changed since the amounts printed in the proxy statement for the 2018 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Details concerning the nominees of Ashland’s Board of Directors for election at the 2019 Annual Meeting will be included in the proxy statement when it is filed by Ashland with the SEC. Stockholders may obtain free copies of the proxy statement and other relevant documents that Ashland files with the SEC on Ashland’s website at http://investor.ashland.com or from the SEC’s website at http://www.sec.gov.

Fourth Quarter Summary

Ashland Global Holdings Inc. Adjusted Results Summary1 Highlights Sales up 9% with no acquisitions/divestitures impact and including a -1 percentage point (ppt) impact from currency Reported net income was $9 million, compared to a loss of $58 million last year; income from continuing operations was $11 million or $0.17 per diluted share2 EBITDA increased to $179 million vs. $161 million prior year EPS increased to $0.97 vs. $0.78 prior year Excluding intangible amortization, EPS would have been $0.28 greater Key Drivers Strong sales growth for all three operating segments Selling, general & administrative (SG&A) expense as % of sales decreased by 210 basis points (bps) 16% effective tax rate All figures are presented on an adjusted basis except Sales, Net interest expense and Diluted share count (million shares). Appendix C reconciles adjusted amounts to amounts reported under GAAP, including reconciliations of net income to EBITDA and adjusted EBITDA, operating income to adjusted operating income, income (loss) from continuing operations to adjusted income from continuing operations and diluted earnings per share to adjusted diluted earnings per share. Unless otherwise noted, earnings are reported on a diluted share basis.

Specialty Ingredients Adjusted Results Summary1 Highlights Sales up 6% with no acquisitions / divestitures impact and including a -1 ppt impact from currency EBITDA increased to $160 million, a 13% increase versus prior year EBITDA margin increased 160 bps to 25.2% Key Drivers Strong customer demand and focus on enhanced mix of our innovative, differentiated products Asset utilization initiatives and production volumes leading to favorable cost absorption Price vs. cost – improved pricing more than offset by higher raw material costs SG&A down $7 million and nearly 250 bps as % of sales due to continued cost discipline All figures are presented on an adjusted basis except Sales. Appendix C reconciles adjusted amounts to amounts reported under GAAP, including reconciliations of operating income to adjusted EBITDA and operating income to adjusted operating income.

Specialty Ingredients Sales Trends by End Market1 End Market Commentary Strong overall organic sales growth of 6% Within Personal care, robust biofunctional ingredients growth offset by lower oral care sales Recently added cellulosic excipient capacity and new products contributing to double-digit growth in Pharma Healthy Adhesives pricing and product mix improvements Soft Coatings demand in China was more than offset by growth in other regions Asset utilization leading to targeted commercial wins in Construction, Energy and Performance Specialties Mid-single digit sales growth within Pharmachem; EBITDA margins before corporate allocations of 33% Currency negatively impacted sales growth by 1 ppt during the fourth quarter2 Performance Specialties Average USD / EUR of $1.16 in current quarter compared to $1.17 in prior-year period.

Composites Adjusted Results Summary1 Highlights Sales up 8% including a -2 ppts impact from currency EBITDA of $20 million Key Drivers Sales growth led by a strong quarter in North America Pricing in excess of raw-material cost inflation SG&A as a % of sales consistent with the prior-year period All figures are presented on a GAAP basis except EBITDA and EBITDA as a percent of sales. Appendix C reconciles adjusted amounts to amounts reported under GAAP, including reconciliations of operating income to adjusted EBITDA and operating income to adjusted operating income.

Intermediates & Solvents Adjusted Results Summary1 Highlights Sales up 32% EBITDA increased to $15 million EBITDA margin increased 220 bps to 18.1% Key Drivers Strong operational performance Execution of price increases for the 9th consecutive quarter drove expanded margins versus prior year Global demand for butanediol (BDO) and derivatives remains healthy All figures are presented on an adjusted basis except Sales and Selling, general and admin./R&D costs. Appendix C reconciles adjusted amounts to amounts reported under GAAP, including reconciliations of operating income to adjusted EBITDA and operating income to adjusted operating income.

Fiscal Year Summary

Ashland Global Holdings Inc. Fiscal Year 2018 Summary1 Full Year Highlights Sales up 15% to $3.7 billion Double-digit sales growth in all three segments Adjusted EBITDA up 20% to $683 million All three segments generated Adjusted EBITDA within or above the outlook ranges presented at the beginning of the fiscal year Adjusted EPS up 47% to $3.58 Operating cash flow of $344 million Capital expenditures of $185 million Free cash flow2 (FCF) of $159 million, inclusive of $39 million of separation and restructuring-related costs Announced planned divestiture of Composites and BDO facility in Marl, Germany Announced $120 million cost reduction program Appendix C reconciles adjusted amounts to amounts reported under GAAP, including reconciliations of net income to EBITDA and adjusted EBITDA and diluted earnings per share to adjusted diluted earnings per share. Non-GAAP measure. Definition of free cash flow: operating cash flow less capital expenditures and other items Ashland has deemed non-operational (if applicable).

Outlook Summary

Ashland Global Holdings Inc. Fiscal Year 2019 Outlook Highlights Outlook provided on a current-operations basis Update to be provided following a Composites/Marl divestiture announcement Growth driven by: ~2 - 3% Specialty Ingredients sales growth Mid-single-digit growth in Specialty Ingredients’ Adjusted EBITDA plus $20 million of savings from the ongoing cost reduction program Assumes USD/EUR of $1.15 for the full year1 Based on an effective tax rate in the range of 15 -17% for the year Cash tax rate in the range of 15 - 17% Expected free cash flow of ~$230 million, inclusive of an estimated $40 million of separation and restructuring-related costs Estimated currency sensitivity, primarily driven by the Euro, of approximately $1.5 million of annual adjusted EBITDA or YOY Euro cent change.

Ashland Global Holdings Inc. Cost Reduction Targets Expected Timing ~$20 million run rate2 by 9/30/18 ~$50 million run rate2 by 12/31/18 ~$60 - $70 million realized savings in FY2019 ~$20 million realized savings in Specialty Ingredients in FY2019 ~$120 million run rate2 by 12/31/19 Manufacturing facilities cost reductions will appear as a reduction to cost of goods sold. Run-rate savings are cost savings that have been achieved and will be realized in future periods. On track to achieve all cost reduction targets $50 million Specialty Ingredients reduction $70 million of transferred / stranded costs As presented on July 31, 2018

Highlights Expect Q1 adjusted EPS in the range of $0.55 - $0.65 vs. $0.42 prior year1 Outlook assumes effective tax rate of 16% vs. 18% prior year Outlook provided on a current-operations basis Update to be provided following a Composites/Marl divestiture announcement Key Drivers Continued strong year-over-year EBITDA growth in Specialty Ingredients Inclusive of normal December-quarter seasonality patterns Composites and I&S contribution consistent with recent results Expected divestiture of Composites and Marl BDO facility remains on track Ashland Global Holdings Inc. First-Quarter Fiscal 2019 Outlook Non-GAAP measure. Appendix C reconciles reported adjusted amounts to amounts reported under GAAP, including reconciliations of diluted earnings per share to adjusted diluted earnings per share. Forecasted information is not reconciled to applicable US GAAP captions.

Appendix A: Key Items and Balance Sheet

Fourth Fiscal Quarter – Continuing Operations Key Items Affecting Income

Liquidity and Net Debt ($ in millions)

Appendix B: Business Profiles 12 Months Ended September 30, 2018

Corporate Profile By business unit By geography 1For 12 months ended September 30, 2018. 2Ashland includes only U.S. and Canada in its North America designation. North America2 40% Asia Pacific 17% Latin America/ Other - 8% Europe 35% Specialty Ingredients 66% Intermediates and Solvents 9% Composites 25% Sales1 - $3.7 Billion

Corporate Profile For 12 months ended September 30, 2018. Non-GAAP measure. Appendix C reconciles adjusted amounts to amounts reported under GAAP, including reconciliations of operating income to adjusted EBITDA. NYSE Ticker Symbol: ASH Total Employees: ~6,000 Outside North America ~45% Number of Countries in Which Ashland Has Sales: More than 100 Specialty Ingredients 79% Intermediates and Solvents 8% Adjusted EBITDA1 - $683 Million

Specialty Ingredients Sales by Market2 For 12 Months Ended September 30, 2018 Sales: $2.5 billion Adjusted EBITDA: $574 million1 Adjusted EBITDA Margin: 23.2%1 Sales by Product Cellulosics 34% PVP 17% Adhesives 14% North America 40% Asia Pacific 18% Europe 33% Latin America/ Other – 9% Actives – 6% Vinyl Ethers 6% Sales by Geography A global leader of cellulose ethers, vinyl pyrrolidones and biofunctionals Pharmachem 10% Pharmachem 10% Non-GAAP measure. Appendix C reconciles adjusted amounts to amounts reported under GAAP, including reconciliations of operating income to adjusted EBITDA. Within the Sales by Market chart above, Industrial Specialties are presented in green and Consumer Specialties are presented in blue.

Composites Sales by Geography For 12 Months Ended September 30, 2018 Sales: $942 million Adjusted EBITDA: $95 million1 Adjusted EBITDA Margin: 10.1%1 Sales by Product UPR/VER2 85% Gel coats and other 15% Construction: Residential 17% Marine 22% Construction: Industrial 41% Sales by Market North America 45% Asia Pacific – 14% Europe 34% Latin America/ Other 7% Transportation 12% Construction: Infrastructure 8% A global leader in unsaturated polyester resins, vinyl ester resins and gel coats Non-GAAP measure. Appendix C reconciles adjusted amounts to amounts reported under GAAP, including reconciliations of operating income to adjusted EBITDA. UPR stands for unsaturated polyester resins and VER stands for vinyl ester resins.

Intermediates and Solvents Sales by Geography For 12 Months Ended September 30, 2018 Sales: $331 million Adjusted EBITDA: $61 million1 Adjusted EBITDA Margin: 18.4%1 Sales by Product Butanediol 45% Derivatives 55% General Industrial 26% Plastics/ Polymers 37% Sales by Application North America 21% Asia Pacific 15% Europe 61% Latin America/ Other 3% A global leader in butanediol and related derivatives Pharma 15% Agriculture 5% Non-GAAP measure. Appendix C reconciles adjusted amounts to amounts reported under GAAP, including reconciliations of operating income to adjusted EBITDA.

Appendix C: Non-GAAP Reconciliation1 Although Ashland provides forward looking guidance for adjusted EBITDA in this presentation, Ashland is not reaffirming or providing forward-looking guidance for U.S. GAAP reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort.

Ashland Global Holdings Inc. and Consolidated Subsidiaries Reconciliation of Non-GAAP Data for 12 Months Ended September 30, 2018 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% Quarterly totals may not sum to actual results due to quarterly rounding conventions. Calculation of adjusted EBITDA for each quarter has been reconciled within certain financial filings with the SEC and posted on Ashland's website for each reportable segment.

Ashland Global Holdings Inc. and Consolidated Subsidiaries Segment Components of Key Items for Applicable Income Statement Captions for 3 Months Ended September 30, 2018 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% ($ millions) 1Represents the tax effect of the key items that are previously identified above. 2 Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items.

Ashland Global Holdings Inc. and Consolidated Subsidiaries Segment Components of Key Items for Applicable Income Statement Captions for 3 Months Ended September 30, 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% ($ millions) 1Represents the tax effect of the key items that are previously identified above. 2 Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items.

Ashland Global Holdings Inc. and Consolidated Subsidiaries Reconciliation of Non-GAAP Data – Free Cash Flow and Adjusted Operating Income for 3 Months Ended September 30, 2018 and 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% 1Free cash flow is defined as cash flows provided (used) by operating activities less additions to property, plant and equipment and other items Ashland has deemed non-operational (if applicable). ($ millions)

Ashland Global Holdings Inc. Reconciliation of Non-GAAP Data – Adjusted EBITDA for 3 Months Ended September 30, 2018 and 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% 1Depreciation and amortization excludes accelerated depreciation of $1 million and $6 million for the three months ended September 30, 2018 and 2017, respectively. ($ millions)

Specialty Ingredients, Composites, Intermediates and Solvents Reconciliation of Non-GAAP Data – Adjusted EBITDA for 3 Months Ended September 30, 2018 and 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% ($ millions) 1Depreciation and amortization excludes accelerated depreciation of $1 million and $3 million for Specialty Ingredients for the three months ended September 30, 2018 and 2017, respectively.

Ashland Global Holdings Inc. and Consolidated Subsidiaries Reconciliation of Non-GAAP Data – Adjusted Income from Continuing Operations for 3 Months Ended September 30, 2018 and 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% 1Represents the tax effect of the key items that are previously identified above. 2Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items. These tax specific key items included the following: Deferred tax rate changes: Includes the impact from the remeasurement of Ashland’s domestic deferred tax balances resulting from the enactment of the Tax Cuts and Jobs Act (Tax Act) as well as the impact from rate changes for other jurisdictions enacted during 2018. One-time transition tax: Includes the one-time transition tax expense resulting from the enactment of the Tax Act during 2018. Uncertain tax positions: Includes the impact from the settlement of uncertain tax positions with various tax authorities during 2018. Restructuring and separation activity: Includes the impact from company-wide restructuring activities during 2018 and the separation of Valvoline during 2017. These adjustments related to various tax impacts including state tax costs, foreign tax costs and other tax account adjustments. Other tax reform: Includes the impact of other items related to the Tax Act and other tax law changes enacted during 2018. These adjustments include the impact from the deductibility of compensation items and miscellaneous state tax items. Valuation allowances: Includes the impact from net operating loss and foreign tax credit valuation allowances during 2018 and 2017. Foreign dividends: Includes the impact from a significant deemed dividend inclusion in the U.S. during 2017. This deemed dividend transaction allowed Ashland to utilize foreign tax credit carryforwards which may have otherwise expired. This transaction was driven in part by projected changes to Ashland’s business and tax profile as a result of the Valvoline separation. ($ millions)

Ashland Global Holdings Inc. and Consolidated Subsidiaries Reconciliation of Non-GAAP Data – Adjusted Diluted EPS from Continuing Operations for 3 Months Ended September 30, 2018 and 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% 1Represents the tax effect of the key items that are previously identified above. 2Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items. These tax specific key items included the following: Deferred tax rate changes: Includes the impact from the remeasurement of Ashland’s domestic deferred tax balances resulting from the enactment of the Tax Cuts and Jobs Act (Tax Act) as well as the impact from rate changes for other jurisdictions enacted during 2018. One-time transition tax: Includes the one-time transition tax expense resulting from the enactment of the Tax Act during 2018. Uncertain tax positions: Includes the impact from the settlement of uncertain tax positions with various tax authorities during 2018. Restructuring and separation activity: Includes the impact from company-wide restructuring activities during 2018 and the separation of Valvoline during 2017. These adjustments related to various tax impacts including state tax costs, foreign tax costs and other tax account adjustments. Other tax reform: Includes the impact of other items related to the Tax Act and other tax law changes enacted during 2018. These adjustments include the impact from the deductibility of compensation items and miscellaneous state tax items. Valuation allowances: Includes the impact from net operating loss and foreign tax credit valuation allowances during 2018 and 2017. Foreign dividends: Includes the impact from a significant deemed dividend inclusion in the U.S. during 2017. This deemed dividend transaction allowed Ashland to utilize foreign tax credit carryforwards which may have otherwise expired. This transaction was driven in part by projected changes to Ashland’s business and tax profile as a result of the Valvoline separation.

Ashland Global Holdings Inc. and Consolidated Subsidiaries Reconciliation of Non-GAAP Data – Free Cash Flow and Adjusted Operating Income for Years Ended September 30, 2018 and 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% 1Free cash flow is defined as cash flows provided (used) by operating activities less additions to property, plant and equipment and other items Ashland has deemed non-operational (if applicable). ($ millions)

Ashland Global Holdings Inc. Reconciliation of Non-GAAP Data – Adjusted EBITDA for Years Ended September 30, 2018 and 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% 1Depreciation and amortization excludes accelerated depreciation of $14 million and $19 million for 2018 and 2017, respectively. ($ millions)

Specialty Ingredients, Composites, Intermediates and Solvents Reconciliation of Non-GAAP Data – Adjusted EBITDA for Years Ended September 30, 2018 and 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% ($ millions) 1Depreciation and amortization excludes accelerated depreciation of $6 million and $14 million for Specialty Ingredients for the years ended September 30, 2018 and 2017, respectively.

Ashland Global Holdings Inc. and Consolidated Subsidiaries Reconciliation of Non-GAAP Data – Adjusted Income from Continuing Operations for Years Ended September 30, 2018 and 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% 1Represents the tax effect of the key items that are previously identified above. 2Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items. These tax specific key items included the following: Deferred tax rate changes: Includes the impact from the remeasurement of Ashland’s domestic deferred tax balances resulting from the enactment of the Tax Cuts and Jobs Act (Tax Act) as well as the impact from rate changes for other jurisdictions enacted during 2018. One-time transition tax: Includes the one-time transition tax expense resulting from the enactment of the Tax Act during 2018. Uncertain tax positions: Includes the impact from the settlement of uncertain tax positions with various tax authorities during 2018. Restructuring and separation activity: Includes the impact from company-wide restructuring activities during 2018 and the separation of Valvoline during 2017. These adjustments related to various tax impacts including state tax costs, foreign tax costs and other tax account adjustments. Other tax reform: Includes the impact of other items related to the Tax Act and other tax law changes enacted during 2018. These adjustments include the impact from the deductibility of compensation items and miscellaneous state tax items. Valuation allowances: Includes the impact from net operating loss and foreign tax credit valuation allowances during 2018 and 2017. Foreign dividends: Includes the impact from a significant deemed dividend inclusion in the U.S. during 2017. This deemed dividend transaction allowed Ashland to utilize foreign tax credit carryforwards which may have otherwise expired. This transaction was driven in part by projected changes to Ashland’s business and tax profile as a result of the Valvoline separation. ($ millions)

Ashland Global Holdings Inc. and Consolidated Subsidiaries Reconciliation of Non-GAAP Data – Adjusted Diluted EPS from Continuing Operations for Years Ended September 30, 2018 and 2017 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% 1Represents the tax effect of the key items that are previously identified above. 2Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items. These tax specific key items included the following: Deferred tax rate changes: Includes the impact from the remeasurement of Ashland’s domestic deferred tax balances resulting from the enactment of the Tax Cuts and Jobs Act (Tax Act) as well as the impact from rate changes for other jurisdictions enacted during 2018. One-time transition tax: Includes the one-time transition tax expense resulting from the enactment of the Tax Act during 2018. Uncertain tax positions: Includes the impact from the settlement of uncertain tax positions with various tax authorities during 2018. Restructuring and separation activity: Includes the impact from company-wide restructuring activities during 2018 and the separation of Valvoline during 2017. These adjustments related to various tax impacts including state tax costs, foreign tax costs and other tax account adjustments. Other tax reform: Includes the impact of other items related to the Tax Act and other tax law changes enacted during 2018. These adjustments include the impact from the deductibility of compensation items and miscellaneous state tax items. Valuation allowances: Includes the impact from net operating loss and foreign tax credit valuation allowances during 2018 and 2017. Foreign dividends: Includes the impact from a significant deemed dividend inclusion in the U.S. during 2017. This deemed dividend transaction allowed Ashland to utilize foreign tax credit carryforwards which may have otherwise expired. This transaction was driven in part by projected changes to Ashland’s business and tax profile as a result of the Valvoline separation.

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