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):  July 30, 2019

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

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Item 2.02.  Results of Operations and Financial Condition

 

On July 30, 2019, Ashland Global Holdings Inc. (“Ashland”) announced preliminary third quarter results and updated 2019 earnings outlook, 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 7.01.  Regulation FD Disclosure

 

On July 30, 2019, 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, and is incorporated herein by reference soley for purposes of this Item 7.01 disclosure.

 

Item 9.01.  Financial Statements and Exhibits

 

 

In connection with the disclosures set forth in Items 2.02 and 7.01 above, the information in this Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Form 8-K, including the exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

 

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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 third quarter of fiscal 2019 consistent with updated outlook

 

COVINGTON, KENTUCKY, July 30, 2019 – 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 third quarter of fiscal 2019:

 

 

“Ashland’s fiscal third quarter financial results are consistent with the updated outlook we provided on July 17, 2019. Solid gains in Pharma and Nutrition were offset by weakening demand in several of our key end markets as we progressed through the quarter. In this context, despite lower sales, we delivered Adjusted EBITDA consistent with the prior year due to strong pricing actions and significant SG&A reductions. The stability of our earnings in this difficult context speaks to the quality of our specialty businesses, the results of our portfolio transformation and the impact of taking actions in areas we can control,” said William A. Wulfsohn, Ashland chairman and chief executive officer.

 

“Furthermore, our team continues to make excellent progress executing on the cost reduction program, as we met our expectation for capturing approximately $85 million in annualized run-rate savings by the end of June, keeping us fully on track to achieve the $120 million in total run-rate savings by the end of calendar year 2019.”

 

Update on Cost Reduction Program

In early May 2018, 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

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to eliminate a total of $120 million of existing allocated costs, direct expenses within Specialty Ingredients SG&A, and facility-related costs as follows:

 

Reportable Segment Performance

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, free cash flow and adjusted operating income are reconciled in Table 7, and adjusted income from continuing operations and adjusted diluted earnings per share are 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 below.

 

Specialty Ingredients

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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 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 updated its financial outlook for fiscal 2019 as shown in the table below.

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* Includes estimated $60 million in restructuring payments in the Updated Outlook and an estimated $40 million in the Prior Outlook.

 

For the fourth quarter of fiscal 2019, Ashland expects adjusted earnings from continuing operations in the range of $0.92 - $1.02 per diluted share. This outlook assumes an effective tax rate of 13 percent.

 

“For the remainder of fiscal year 2019, we expect market-demand weakness to remain similar to what we experienced in the fiscal third quarter. Increasing momentum from our ongoing SG&A cost reductions will make a positive impact in the fourth quarter. In addition, as a result of our expanded focus on plant reliability, we expect reduced year-over-year plant-turnaround costs in the fiscal fourth quarter. We believe these combined efforts will enable Ashland to deliver earnings consistent with prior year in spite of weak demand and lower sales,” Wulfsohn said.

 

"As we look ahead, we will lap the impact of negative foreign currency and the Colgate-Gantrez reformulation in the first quarter of fiscal year 2020 and expect Ashland to return to year-over-year sales and earnings growth during the fiscal year. Furthermore, we have confidence that the current market weakness is temporary in nature and that when market conditions improve, we will return to more-normalized sales growth and mid-to-high single-digit percent EBITDA growth. In addition, we remain committed to achieving our 25 – 27 percent Adjusted EBITDA margin target for Specialty Ingredients through a combination of pricing actions, mix improvements, volume leverage and additional cost-productivity initiatives,” Wulfsohn said.

 

“We have a strong team working meaningful actions to mitigate and ultimately overcome external dynamics which are working against us in the short term,” Wulfsohn said.

 

Update on Sale of Composites and Marl BDO Facility

Ashland and INEOS Enterprises have agreed to certain additional changes to the sale agreement, subject to approval by and reflecting continued discussions with the US Federal

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Trade Commission. As part of the proposed changes, the purchase price has been adjusted to $1.015 billion while Ashland retains the rights to the Maleic Anhydride business, including the retention of any subsequent sale proceeds. The Company anticipates that remaining regulatory approvals will be received shortly and continues to expect a closing in late summer.

 

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

 

Conference Call Webcast

Ashland will host a live webcast of its third-quarter conference call with securities analysts at 10 a.m. EST Wednesday, July 31, 2019. 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.

 

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 13 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 13 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.

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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.

 

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 Cost Reduction Program,” “Reportable Segment Performance,” “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

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not realize the anticipated benefits from such transaction), the impact of acquisitions and/or divestitures Ashland has made or may make (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); 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.

 

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-Q is filed with the SEC

 

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

 

FOR FURTHER INFORMATION:

 

 

 

  

 

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RECONCILIATION OF CERTAIN NON-GAAP DATA

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

 

 

 

Third-Quarter Fiscal 2019 Earnings July 30, 2019 / 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 9 of the presentation, “Cost Reduction Targets” on page 10 of the presentation, “Fourth-Quarter Fiscal 2019 Outlook” on page 11 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 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.

Third Quarter Summary

Ashland Global Holdings Inc. Adjusted Results Summary1 Highlights & Key Drivers Reflects discontinued operations accounting for Composites and Marl butanediol (BDO) facility; continuing operations includes Specialty Ingredients and Lima BDO facility Sales down 4% including a -2 percentage point (ppt) impact from foreign currency and a -1 ppt impact from the Colgate-Gantrez oral-care reformulation2 Gross profit negatively impacted by lower sales and foreign currency partially offset by positive pricing vs. raw-material costs Selling, general & administrative (SG&A) expense reduced by $21 million due primarily to the ongoing cost reduction program and lower incentive compensation; reduction inclusive of $4 million of favorable currency Reported net income of $66 million, compared to net income of $36 million last year; income from continuing operations was $23 million or $0.37 per diluted share3 Operating income increased to $78 million and by 80bps as a percentage of sales reflecting the impact of fixed cost reduction (including stranded costs) EBITDA was $140 million vs. $141 million prior year inclusive of a negative $4 million foreign-currency impact Effective tax rate of 6% driven by income mix and favorable discrete items EPS of $0.77 consistent with prior year Excluding intangible amortization, EPS would have been $0.27 greater Initiated $200 million accelerated share repurchase program; retired 2.2 million shares in May; program to conclude no later than August All figures are presented on an adjusted basis except Sales, Diluted share count (million shares) and net income. 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 from continuing operations to adjusted income from continuing operations and diluted earnings per share to adjusted diluted earnings per share. As disclosed on the fiscal-fourth quarter 2018 earnings call. Unless otherwise noted, earnings are reported on a diluted share basis.

Specialty Ingredients Adjusted Results Summary1 Highlights & Key Drivers Sales down 4% including a -2 ppt impact from currency and -1 ppt impact from the Colgate oral-care reformulation2 Positive impact of pricing vs. raw-material costs Gross profit negatively impacted by lower sales and unfavorable foreign currency SG&A down $12 million and 120 bps as % of sales due primarily to the ongoing cost reduction program; reduction inclusive of $2 million favorable foreign currency EBITDA declined to $146 million; foreign currency negatively impacted EBITDA growth by 3% or $5 million which accounts for a significant portion of the decline in EBITDA 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. As disclosed on the fiscal-fourth quarter 2018 earnings call.

Specialty Ingredients Sales Trends by End Market Performance Specialties Average USD / EUR of $1.12 in current quarter compared to $1.19 in prior-year period. 2018 results restated to 2019 foreign exchange rates. End Market Commentary Sales declined 1% excluding the impact of foreign currency (-2 ppts2) and Colgate-Gantrez (-1 ppt) Personal Care constant-currency sales declined 7%, excluding the impact of Colgate-Gantrez, due primarily to weak sunscreen sales and increased China tariffs and regulations Continued strong Pharma growth Adhesives sales continue to be impacted by weak demand in certain end market applications Continued strong Coatings sales growth in China and Rest of Asia Strong growth in Nutrition & Other markets Pharmachem sales significantly impacted by favorable order timing

Intermediates & Solvents Adjusted Results Summary1 Highlights & Key Drivers Reflects results of the Lima, Ohio facility only; Marl facility reported in discontinued operations Sales and gross profit impacted by changing market demand EBITDA of $8 million consistent with prior year EBITDA margin increased to 28.6% All figures are presented on an unadjusted basis.

Outlook Summary

Ashland Global Holdings Inc. Fiscal Year 2019 Outlook Definition of free cash flow: operating cash flow less capital expenditures and other items Ashland has deemed non-operational (if applicable). Updated Outlook inclusive of an estimated $60 million of separation and restructuring-related costs. Key Drivers Adjusted EPS and Specialty Ingredients’ Adjusted EBITDA outlook reduced primarily due to: Lower-than-expected Q3 results due to weak sales in the Personal Care and Adhesives end markets Expectation that Q4 results will also be impacted by the current sluggish global demand environment Expect to see returning sales and EBITDA growth momentum in fiscal year 2020 driven by: New product introductions Lapping the impact of currency and the Colgate-Gantrez reformulation in the fiscal first quarter Realize ~$25 million benefit within Specialty Ingredients from the current cost reduction program Pace of earnings growth will be a function of the rate and timing of market demand recovery Updated free cash flow1 outlook inclusive of an estimated $60 million of separation and restructuring-related costs vs. an estimated $40 million in the Prior Outlook

Achieved approximately $85 million run-rate as of June 30th; Remain on track to achieve all cost reduction program targets Ashland Global Holdings Inc. Cost Reduction Targets Expected Timing ~$20 million run rate2 as of 9/30/18 ~$50 million run rate2 as of 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. $50 million Specialty Ingredients reduction $70 million of transferred / stranded costs As presented on July 31, 2018

Highlights Expect Q4 adjusted EPS1 in the range of $0.92 - $1.02 Outlook assumes effective tax rate of 13 percent Outlook reflects discontinued operations accounting for Composites and the Marl BDO facility Key Drivers Expect overall sales to be down in most Specialty Ingredients end markets and approximately 5 percent in the aggregate versus prior year – including the impacts of foreign currency2 and Colgate-Gantrez – due to weaker global demand and increased tariffs and regulations Earnings to benefit from lower plant-turnaround costs in the quarter On track to achieve all cost reduction program targets Continue to expect a late-summer closing on the sale of Composites and the Marl BDO facility Ashland and INEOS have agreed to certain additional changes to the sale agreement, subject to approval by and reflecting continued discussions with the US Federal Trade Commission As part of the proposed changes, purchase price adjusted to $1.015 billion and Ashland retains all rights to the Maleic Anhydride business, including the retention of any subsequent sale proceeds Anticipate remaining regulatory approvals will be received shortly Ashland Global Holdings Inc. Fourth-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. Estimated currency sensitivity, primarily driven by the Euro, of approximately $1.5 million of annual adjusted EBITDA per year-over-year Euro cent change.

Appendix A: Key Items and Balance Sheet

Third Fiscal Quarter – Continuing Operations Key Items Affecting Income ($ in millions, except EPS) Total Preliminary Specialty Ingredients I&S UnallocatedandOther Pre-tax After-tax After-tax earnings per Share 2019 Restructuring, separation and other costs $-12 $-12 $-10 $-0.14000000000000001 Environmental reserve adjustment $-1 -14 -15 -12 -0.19 Unrealized gain on securities 6 6 5 7.0000000000000007E-2 Unplanned plant shutdown -2 -2 -1 -0.02 Tax indemnity expense -6 -6 -6 -0.1 Tax specific key items 0 -1 -0.02 Total $-3 $-26 $-29 $-25 $-0.4 2018 Restructuring, separation and other costs $-2 $-12 $-14 $-10 $-0.15 Environmental reserve adjustment -1 -31 -32 -25 -0.39 Financing costs -1 -1 -1 -0.02 Net loss on divestitures -2 -2 -2 -0.03 Total $-3 $-46 $-49 $-38 $-0.59000000000000008

Liquidity and Net Debt ($ in millions)

Appendix B: Business Profiles 12 Months Ended June 30, 2019

Specialty Ingredients Sales by Market2 For 12 Months Ended June 30, 2019 Sales: $2.4 billion Adjusted EBITDA: $566 million1 Adjusted EBITDA Margin: 23.2%1 Sales by Product Cellulosics 35% PVP 17% Adhesives 14% North America 40% Asia Pacific 19% Europe 33% Latin America/ Other – 8% Actives – 6% Vinyl Ethers 5% Sales by Geography A global leader of cellulose ethers, vinyl pyrrolidones and biofunctionals Pharmachem 10% Pharmachem 11% 1 See Appendix C for reconciliation to amounts reported under GAAP. 2 Within the Sales by Market chart above, Industrial Specialties are presented in green and Consumer Specialties are presented in blue. .

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 9 Months Ended June 30, 2019 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% 1Quarterly 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 June 30, 2019 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. Specialty Intermediates Unallocated Ingredients and Solvents & Other Total OPERATING INCOME (LOSS) Operating key items: Restructuring, separation and other costs $ 0 $ 0 $ -12 $ -12 Environmental reserve adjustments -1 0 -14 -15 Unplanned plant shutdown -2 0 0 -2 Tax indemnity expense 0 0 -6 -6 All other operating income (loss) 87 5 -14 78 Operating income (loss) 84 5 -46 43 NET INTEREST AND OTHER EXPENSE (INCOME) Key items -6 -6 All other net interest and other expense (income) 27 27 INCOME TAX EXPENSE (BENEFIT) Tax effect of key items1 -5 -5 Tax specific key items2 1 1 All other income tax expense 3 3 -1 -1 INCOME (LOSS) FROM CONTINUING OPERATIONS $ 84 $ 5 $ -66 $ 23

Ashland Global Holdings Inc. and Consolidated Subsidiaries Segment Components of Key Items for Applicable Income Statement Captions for 3 Months Ended June 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. Specialty Intermediates Unallocated Ingredients and Solvents & Other Total OPERATING INCOME (LOSS) Operating key items: Restructuring, separation and other costs $ -2 $ 0 $ -12 $ -14 Environmental reserve adjustments -1 0 -31 -32 All other operating income (loss) 94 5 -23 76 Operating income (loss) 91 5 -66 30 NET INTEREST AND OTHER EXPENSE (INCOME) Key items 1 1 All other net interest and other expense (income) 27 27 NET INCOME (LOSS) ON DIVESTITURES Key items -2 -2 All other net income (loss) on acquisitions and divestitures 0 0 INCOME TAX EXPENSE (BENEFIT) Tax effect of key items1 -11 -11 All other income tax expense 0 0 -11 -11 INCOME (LOSS) FROM CONTINUING OPERATIONS $ 91 $ 5 $ -53 $ 11

Ashland Global Holdings Inc. and Consolidated Subsidiaries Reconciliation of Non-GAAP Data – Free Cash Flow and Adjusted Operating Income for 3 Months Ended June 30, 2019 and 2018 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) Three months ended June 30 Free cash flows1 2019 2018 Total cash flows used by operating activities from continuing operations $ 87 $ 96 Adjustments: Additions to property, plant and equipment -33 -35 Free cash flows1 $ 54 $ 61 Three months ended June 30 Adjusted operating income (loss) 2019 2018 Operating income (loss) (as reported) $ 43 $ 30 Key items, before tax: Restructuring, separation and other costs 12 14 Tax indemnity expense 6 0 Environmental reserve adjustments 15 32 Unplanned plant shutdowns 2 0 Adjusted operating income (non-GAAP) $ 78 $ 76

Ashland Global Holdings Inc. Reconciliation of Non-GAAP Data – Adjusted EBITDA for 3 Months Ended June 30, 2019 and 2018 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% ($ millions) 1Depreciation and amortization excludes accelerated depreciation of $2 million for Specialty Ingredients for the three months ended June 30, 2018 which is included as a key item within this table. Three months ended June 30 Adjusted EBITDA - Ashland Global Holdings Inc. 2019 2018 Net income $ 66 $ 36 Income tax expense -1 -11 Net interest and other expense (income) 21 28 Depreciation and amortization 1 62 65 EBITDA 148 118 Income from discontinued operations (net of taxes) -43 -25 Net (income) loss on divestitures key items 0 2 Operating key items 35 46 Adjusted EBITDA $ 140 $ 141

Specialty Ingredients, Intermediates and Solvents Reconciliation of Non-GAAP Data – Adjusted EBITDA for 3 Months Ended June 30, 2019 and 2018 North America2 __% Asia Pacific __% Latin America/ Other - _% Europe __% Ashland Specialty Ingredients __% Ashland Performance Materials __% Valvoline __% ($ millions) 1Depreciation and amortization excludes accelerated depreciation of $2 million for Specialty Ingredients for the three months ended June 30, 2018 which is included as a key item within this table. Three months ended June 30 Adjusted EBITDA - Specialty Ingredients 2019 2018 Operating income $ 84 $ 91 Add: Depreciation and amortization 1 59 61 Operating key items 3 3 Adjusted EBITDA $ 146 $ 155 Adjusted EBITDA - Intermediates and Solvents Operating income $ 5 $ 5 Add: Depreciation and amortization 3 3 Operating key items 0 0 Adjusted EBITDA $ 8 $ 8

Ashland Global Holdings Inc. and Consolidated Subsidiaries Reconciliation of Non-GAAP Data – Adjusted Income from Continuing Operations for 3 Months Ended June 30, 2019 and 2018 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. One-time transition tax: Includes the one-time transition tax expense resulting from the enactment of the Tax Act. Restructuring and separation activity: Includes the impact from company-wide restructuring activities. These adjustments related to various tax impacts including state tax costs, foreign tax costs and other tax account adjustments. ($ millions) Three months ended June 30 2019 2018 Income (loss) from continuing operations (as reported) $ 23 $ 11 Key items, before tax: Restructuring, separation and other costs 12 14 Tax indemnity expense 6 0 Environmental reserve adjustments 15 32 Unplanned plant shutdowns 2 0 Unrealized (gain) loss on securities -6 0 Debt refinancing costs 0 1 Net loss on divestitures 0 2 Key items, before tax 29 49 Tax effect of key items1 -5 -11 Key items, after tax 24 38 Tax specific key items: One-time transition tax 6 0 Uncertain tax positions -8 0 Other 3 0 Tax specific key items2 1 0 Total key items 25 38 Adjusted income from continuing operations (non-GAAP) $ 48 $ 49 a

Ashland Global Holdings Inc. and Consolidated Subsidiaries Reconciliation of Non-GAAP Data – Adjusted Diluted EPS from Continuing Operations for 3 Months Ended June 30, 2019 and 2018 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. One-time transition tax: Includes the one-time transition tax expense resulting from the enactment of the Tax Act. Restructuring and separation activity: Includes the impact from company-wide restructuring activities. These adjustments related to various tax impacts including state tax costs, foreign tax costs and other tax account adjustments. Three months ended June 30 2019 2018 Diluted EPS from continuing operations (as reported) $ 0.37 $ 0.18 Key items, before tax: Restructuring, separation and other costs 0.19 0.21 Tax indemnity expense 0.1 0 Environmental reserve adjustments 0.24 0.5 Unplanned plant shutdowns 0.03 0 Unrealized (gain) loss on securities -0.1 0 Debt refinancing costs 0 0.02 Net loss on divestitures 0 0.04 Key items, before tax 0.46000000000000008 0.77 Tax effect of key items1 -0.08 -0.18 Key items, after tax 0.38000000000000006 0.59000000000000008 Tax specific key items: One-time transition tax 0.1 0 Uncertain tax positions -0.13 0 Other 0.05 0 Tax specific key items2 2.0000000000000004E-2 0 Total key items 0.40000000000000008 0.59000000000000008 Adjusted diluted EPS from continuing operations (non-GAAP) $ 0.77 $ 0.77 a

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