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): May 1, 2017
ASHLAND GLOBAL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
333-211719
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81-2587835
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Item 7.01. |
Regulation FD Disclosure
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In connection with Ashland’s previously announced investor day presentation today, Ashland will be providing a more in-depth review of Ashland’s shareholder value creation strategy and its expectations regarding financial targets to create shareholder value.
A copy of the slide presentation is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure. Ashland plans to webcast its investor conference today, which will begin at approximately 8:30am EDT and conclude at approximately noon. The webcast and supporting materials will be accessible through the Investor Relations section of Ashland’s website at http://investor.ashland.com. Following the live event, an archived version of the webcast and supporting materials will be available on the Ashland website for 12 months.
Item 9.01. |
Financial Statements and Exhibits
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(d)
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Exhibits
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99.1
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Slide Presentation dated May 1, 2017.
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In connection with the disclosures set forth in Item 7.01 above, the information in this Form 8-K, including the exhibit 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 exhibit, 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.
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.
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ASHLAND GLOBAL HOLDINGS INC.
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(Registrant)
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May 1, 2017
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/s/ Peter J. Ganz
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Peter J. Ganz
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Senior Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Slide Presentation dated May 1, 2017.
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Exhibit 99.1
Investor DayMay 1, 2017, New York City Ashland’s Strategy and Commitment to Create Shareholder Value 2018-2021
Forward-Looking StatementsThis 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. These forward-looking statements include statements relating to our expectation that the proposed acquisition of Pharmachem Laboratories, Inc. (Pharmachem) will be completed before the end of the June quarter and that the proposed acquisition will be accretive to earnings per share, and the expected completion of the separation of Valvoline Inc. (“Valvoline”) through the distribution of Valvoline common stock. In addition, 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, the expected completion of the final separation of Valvoline, the strategic and competitive advantages of each company, and future opportunities for each company, as well as the economy and other future events or circumstances. 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: 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); the impact of acquisitions and/or divestitures Ashland has made or may make, including the proposed acquisition of Pharmachem (including the possibility that Ashland may not complete the proposed acquisition of Pharmachem or Ashland may not realize the anticipated benefits from such transactions); and severe weather, natural disasters, and legal proceedings and claims (including environmental and asbestos matters). Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements, including, 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. 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 presentation whether as a result of new information, future events or otherwise. Information on Ashland’s website is not incorporated into or a part of this presentation.Regulation G: Adjusted ResultsThe 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 related to previous Ashland filings with the SEC has been reconciled with reported U.S. GAAP results. Although Ashland provides forward-looking guidance for adjusted EBITDA, 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. Note: This presentation contains a more detailed profile than we have reported in the past, or will report regularly in the future. 1
Summarize our evolution and define the New AshlandDefine financial targets to create shareholder value and their connection to:Core operational levers to deliver financial targetsMarket strategies to accelerate profitable growthClarify capital allocation policies to turn cash into valueProfile dimensions to drive strong execution Our purpose: To define the New Ashland's shareholder value creation strategy
Ashland has a long history of successfully executing challenging strategic plansManagement and Board have made difficult and important decisions to transform from an oil refiner to a premier specialty chemical companyCompleted numerous transformative transactions Acquired Exited 2007 2008 2011 2009 2012 2010 2006 EBITDA margin1 (Adhesives) Ashland Distribution 1. EBITDA margins have been reconciled with reported U.S. GAAP results in previous SEC filings The transformation started more than a decade ago transformation integration separation pivot to premier Strategic decisions have expanded EBITDA margins1
Primary focus of the organization:Improved adj. EBITDA marginIncreased role of ASI1: Now 69% of company sales Capital Allocation ActionsDivested over $2B non-core businessesReturned over $2B to shareholdersOperational ImprovementsFixed supply chain On-time delivery > 95%Reduced SG&A by > $200 MMPut businesses onto common IT platform 1. Ashland Specialty Ingredients Over the past 5 years, we've completed the transformation and integrated the business transformation integration separation pivot to premier
Completed IPO one year after announcementTook action to enable cost neutralityStructured separation to be tax freeKept separation costs <$150MMKept mid to high BB credit ratings for both companiesCreated two great companies Distribution date May 12, 2017 Over the last 18 months, we have successfully completed the separation of Valvoline integration separation pivot to premier transformation KeyDeliverables
Revenue End markets served 6,000 69% Employees ASl1 share of Ashland sales 9 LATAM APAC NA 18 EMEA 33 40 Production plants ASI adj. EBITDA2 margin % of Sales(FY '16) Note: All figures as of FY'161. Defined as Ashland Specialty Ingredients reporting segment2. EBITDA margin has been reconciled with reported U.S. GAAP results in previous SEC filings 22 Composites 9 I&S Ashland SpecialtyIngredients 69 We begin our next era, “pivot to premier” with a new corporate profile Diverse set of geographies and target industries $3B+ 15+ 42 23% integration separation pivot to premier transformation
Executive Committee Kevin WillisSVP & CFO Peter J. GanzSVP, General Counsel & Secretary Bill WulfsohnChairman & CEO Operating Committee Brian McGrathVP Supply Chain Osama MusaVP R&D & CTO Keith SilvermanVP, EHS, Quality & Regulatory Affairs Jean ZappiaVP Intermediates and Solvents Andy Johnston Group VP Composites Vito ConsiglioVP Personal &Home Care Suzanne RowlandGroup VP Industrial Specialties Dave NeubergerVP Pharma, Nutrition & Agriculture Anne SchumannVP HR & IT 8 of 11 in new or expanded role With a new leadership team integration separation pivot to premier transformation
With a new brand proposition, organizational blueprint and integrated culture Blueprint Brand Promise Ashland Way Ashland is now working as one team with a common purpose integration separation pivot to premier transformation
Awarded American Chemistry Council Responsible Care Initiative of the Year award in 2016 One thing that has not changed, is unwavering commitment to safe and responsible operations European Federation for Cosmetic Ingredients 10 facilities globally GMP certified – leader within the cosmetic ingredient manufacturing industry Global Food Safety Initiative Five food additive facility certifications Lloyd's Register Quality Assurance 100% of manufacturing facilities with 10 or greater employees independently certified to ISO 9001 International Excipients Certification Leads the pharmaceutical excipient manufacturing industry with the most facilities globally certified
Summarize our evolution and define the New AshlandDefine financial targets to create shareholder value and their connection to:Core operational levers to deliver financial targetsMarket strategies to accelerate profitable growthClarify capital allocation policies to turn cash into valueProfile dimensions to drive strong execution Our purpose: To define the New Ashland's shareholder value creation strategy
Note: Adjusted EPS growth, Adjusted EBITDA and Free Cash Flow are forward looking non-GAAP financial measures. See Slide 1 for an explanation for why reconciliations are not available to the most directly comparable forward looking GAAP financial measure; 1. Cumulative Free Cash Flow generation over target period less certain key items* = 2021 Adjusted EBITDA Target Financial targets to create shareholder value Adjusted ASI EBITDA (%) >25%* Cashgeneration1$1B+ Adjusted EPS growth (CAGR)>15% 2018 – 2021 Performance Targets Aggressive new targets
Note: Adjusted EPS growth, Adjusted EBITDA and Free Cash Flow are forward looking non-GAAP financial measures. See Slide 1 for an explanation for why reconciliations are not available to the most directly comparable forward looking GAAP financial measure; 1. Cumulative Free Cash Flow generation over target period less certain key items; 2. New and Proprietary Product Sales defined as new products in the market for <= 5 years and patented products for life of patent * = 2021 Adjusted EBITDA Target Driven by 7 core levers New actions to sustain and grow premium mixEvolve business portfolioImplement new market strategiesExpand new and proprietary product sales2 (NPI)New initiatives to improve competitivenessAsset utilization programsPrice to value effortsSG&A inflation initiatives Ensure CapEx plus changes in working capital <6.5% per year Adjusted ASI EBITDA (%) >25%* Cashgeneration1$1B+ Adjusted EPS growth (CAGR)>15% 2018 – 2021 Performance Targets
Financial returnsEBITDA % of sales > 20%GDP + growthLow cyclicality/volatilityStrong cash conversionROIC well above WACC Small cost with big impact on end productAmplify the efficacyRefine the usabilityAdd to the allureEnsure the integrityImprove the profitability Blue chip marketsTechnology: Leverage our core platformsCustomers: Technology, brand and quality criticalEnd markets: Close to consumerCompetitive landscape: Few approved suppliers High barriers to entry Customization differentiatesR&D: Create proprietary platformsDerivatize: Enhance functionalityTech service: Improve customer applicationLeverage our brand name, specifications or claims 2. Differentiation 1. Profit Zones 3. Customization AshlandSpecialties 4. Financial returns Sustain and grow premium mixPortfolio: Ashland’s definition of Specialty 1 13
Revenue of ~$300 million and adjusted EBITDA margin of ~20% in FY2016Leading provider of:customized solutions and high quality ingredients to the global health and wellness industrieshigh value, differentiated products for fragrance and flavor housesApplications include nutraceuticals, fine perfumes, laundry and personal care products, skin care, cosmetics and food and beverageStrong capabilities in extraction, refining, granulation, spray drying, turnkey packaging solutions, fermentation and fermentation purification Nutrition and Health Fragrance and Flavors Food, Beverage and Personal Care Custom Manufacturing North America Europe Asia Other FY'16 Pharmachem Revenue By End Market FY'16 Pharmachem Revenue By Geography Sustain and grow premium mixPortfolio: Pharmachem profile 1 Strong commercial & financial profile
Sustain and grow premium mixPortfolio: Pharmachem fit with Ashland Leverages our customization capabilities into niches where we create valueCustomer-intimacy sales model emphasizing tailored productsCreates unique industry offering: leveraging Pharmachem’s custom manufacturing capabilities with Ashland’s formulation knowledge and excipients expertiseLeverages our extensive sales channels, technical service network and global applications labs to accelerate Pharmachem growth outside of North AmericaEnhances Ashland’s food ingredient business by adding customized functional solutionsExpands scope/range of our products and service offeringsAdds high value, differentiated products sold to the major fragrance and flavor housesEnhances Ashland’s position in the high growth nutraceutical marketExpands our presence in attractive end marketsFocused on attractive end markets including food, beverage, nutrition, andfragrance and flavors Strongly complements Ashland's ASI businessBusiness leaders will share specific synergies 1
… In Action: Pharmachem Fit with Ashland Specialty modelProfit zone: Pharma and PCDifferentiation: Unique, high value ingredients critical to customer productCustomization: Highly customized formulationsFinancial returns: See below "One degree from the core" Advanced formulation expertise Complementary production capabilities US/EU centric Close connection to PNS1 & PC1; new opportunity in fragrances and flavors Economics Expected to be accretive 1st year Attractive double digit returns Strong cash conversion ~$10MM cost/~$110MM NPV tax synergies Believe metrics substantiate mid to high expected BB credit ratings Sustain and grow premium mixPortfolio: Pharmachem fits our investment philosophy Core Principles … Fit with Ashland Specialty model "One degree from the core" Technology Manufacturing Geography Customer/market Economics Near-term EPS accretion Risk weighted returns well above WACC Strong cash conversionCost driven synergies Maintain mid to high BB credit rating 1. Pharma and Nutritional Specialties, and Personal Care 1
Profit Zone Differentiation Customization Financial returns Intermediates& Solvents Pharma PersonalCare Coatings Adhesives Composites Other ASI2 1. Intermediates and Solvents 2. Other ASI includes Energy, Construction, Specialties, Nutrition, and Advanced Material Legend Higher fit Lower fit End Market 2. Differentiation 1. Profit Zones 3. Customization AshlandSpecialties 4. Financial returns We are expanding end market segmentation and connecting to operating imperatives Sustain and grow premium mixPortfolio: Plan to address I&S1 impact on portfolio 1
(Post-Valvoline Separation) $3.0 B(1) ~19%3 Ashland Specialty Ingredients Ashland Performance Materials IncludingPharmachem ExcludingIntermediates and Solvents (I&S) Ashland Specialty Ingredients Ashland Performance Materials Pro Forma (Post-Valvoline Separation) $3.0 B Consumer Specialties Industrial Specialties Pharmachem Composites Revenue Revenue By End Market Adjusted EBITDA margin LTM as of December 31, 2016 +~130bps 1. Represents Ashland Specialty Ingredients and Ashland Performance Materials as reported in Q1 2017 Earnings Presentation2. As previously disclosed, Ashland is currently exploring strategic alternatives for the I&S division3. Adjusted EBITDA of $1,042 million as of December 31, 2016, adjusted for the Valvoline separation of $471 million, over sales of $3,016 million. Consumer Specialties Industrial Specialties Composites I&S 36% 22% 10% 32% 36% 34% 8% 22% Sustain and grow premium mixPortfolio: pro forma perspective 1 On track to highly concentrated specialty mix 1 2
Focus Approximate VOL % CAGR1'13–'16 Common Themes Pharma Growth 2% 1. Continue to drive differentiation to expand premium mix2. Take actions to keep system full and costs competitive3. Grow in emerging regions and expand range of solutions Personalcare Growth 3% Coatings Growth 3% Adhesives Growth 4% Other ASI2 Select invest or harvest -6% Composites Margins/cash 1% Weighted total Ex Divestitures 0% '18-'21 Projected volume growth CAGR: 2.5-3.5% Focus Approximate VOL % CAGR1'13–'16 Recent developments Pharma Growth 2% Added pharma capabilities in China and capacity in EUBuilt pharma labs in India and ChinaChosen as excipient supplier on several new drug launchesIdentified synergy opportunities with Pharmachem Personalcare Growth 3% Engaged with customers on new award winning technology Redesigned organization with new leadershipIdentified synergy opportunities with Pharmachem Coatings Growth 3% Commercialized and globalized new premium AquaflowEnhanced coatings labs in US and India Adhesives Growth 4% Commercialized new PSA technologiesExpanded global focus of this NA centric division Other ASI2 Select invest or harvest -6% Reduced focus on cyclical energy and construction industriesIntroduced new niche products (e.g., for Li ion batteries) Composites Margins/cash 1% Announced highly synergistic acquisition of Reichhold France plant Weighted total Ex Divestitures 0% '18-'21 Projected volume growth CAGR: 2.5-3.5% 1. Financial 2013-2016 results less divestitures2. Other ASI includes Energy, Construction, Specialties, Nutrition, and Advanced MaterialsNote: Excludes divestitures; see slide 2 for information on forward-looking non-GAAP figures Sustain and grow premium mixMarket strategies: Accelerating BU profitable growth 2 See detailed strategies, beginning page 44
~500 22 Scientists Global laboratories 57 >2,800 New platform releases in last 4 years Patents assigned 1. New and Proprietary Product Sales defined as new products in the market for <= 5 years and patented products for life of patentNote: As of Q1 2017 25% Ashland sales from new and proprietary products1 Sustain and grow premium mixNPI: Leverage strong R&D foundation 3 Very strong technical team and infrastructure
4 Core innovation priorities 18% 30% 34% 18% Polaris™: innovative resins for engineered stone providing quality, durability, and improved surface gloss to enable new designs Multi-Generational Product Planning Encapsulation: long lasting fragrance release technology suitable for aqueous products Product lineextension FiberHanceTM BM solution: new technology to improve sustainability of hair strengthening New to world/Ashland Mfg. cost/capabilities PolyAPTAC manufacturing process: reengineered process to purify industrial grade of PolyAPTAC technology into Hair Care applications with proven results Note: See appendix for example detail Page 112 Page 113 Page 114 Page 115 FY'16 R&D spend was ~3% of sales Target 30% of current sales at 5% margin premium from new products Sustain and grow premium mixNPI: Four core R&D focus areas 3
5 Ashland Effects™ at work 1. Efficacy KlucelTM helps ensure stable active ingredient delivery for blockbuster high cholesterol treatment 2. Usability Our ProLipid™ lamellar gel designed to exert a ‘second skin’ effect and Ganex™ waterproofing polymers make sunscreens usable in water and humid environments 3. Allure Our Tuberlux™ black diamond truffle extract energizes skin cells in Estée Lauder's prestige Re-Nutriv line 4. Integrity Our Aroset™ PSAs provide a lightweight, air tight, and cost effective seal, enabling innovative packaging and a longer shelf life 5. Profitability Our Derakane™ improved our customer's production, cutting “failure rates” by ~80%, saving over $10K per month Note: See appendix for example detail Page 114 Page 115 Page 116 Page 117 Page 118 Sustain and grow premium mixNPI: Innovation that delivers on our brand promise 3
1. Commercial Impact Factor is the ratio of actual commercial impact to the planned commercial impact; assessing degree of commercialization 2. Pipeline Turnover Factor is the ratio of the pipeline to the turnover within the pipeline Last 3 months To be initiated Last 12 months Current implementation Legend: Business-unit driven ideationCommercial project review and prioritization /ownership BU Leaders own project listProduct marketing re-establishedRegional GMs engaged local needsImplement quarterly "stage 6" reviews Expand use oflocal labsShift resources with priority on TSR>Innova> Express InnovaNew “bench to stable” initiative Migrate to Innova Express and TSR“Fail fast” - when priorities change, not at next gate review Also implementing new metric and tracking system X X X Target NPI:30% of sales TechnicalHit Rate Sales Impact1 PipelineTurnover2 Pipeline CurrentNPI:25% of sales Sustain and grow premium mixNPI: Improving the impact of our R&D spend 3
Stage Gate process for moving a new-product project from idea to launch Fast track process with no R&D synthesis work or CapEx Focused, short-term application work primarily involving existing commercial products Avg. time in months(2011-2016) % R&D and Tech cost1(2016) 33 16 2 ~35% ~21% ~44% BU Approval Gate 1 Stage 2 Stage 3 Stage 4 BusinessCaseReview TechReview ProcessTechReview Mfg& LaunchApproval Gate 2 Gate 4 Gate 3 Gate 5 Stage 5 Post LaunchReview Gate 6 Stage 0 Stage 1 Stage 3 Stage 4 BU and R&D approval ProcessTechReview Mfg.& LaunchApproval Gate 4 Gate 1-3 Gate 5 Stage 5 Post LaunchReview Gate 6 Stage 0 Sales/mktg/R&D/EHS review Approval Lab work Technical report & customer feedback Completion INNOVA INNOVA Express TSR Project Stage 0 Redeploy resources to more TSR/Innova Express projects 1. Excludes other R&D costs Sustain and grow premium mixNPI: Migrate resources towards TSR/Innova Express 3
Note: Adjusted EPS growth, Adjusted EBITDA and Free Cash Flow are forward looking non-GAAP financial measures. See Slide 1 for an explanation for why reconciliations are not available to the most directly comparable forward looking GAAP financial measure; 1. Cumulative Free Cash Flow generation over target period less certain key expenditures; 2. New and Proprietary Product Sales defined as new products in the market for <= 5 years and patented products for life of patent * = 2021 Adjusted EBITDA Target Driven by 7 core levers New actions to sustain and grow premium mixEvolve business portfolioImplement new market strategiesExpand new and proprietary product sales2 (NPI)New initiatives to improve competitivenessAsset utilization programsPrice to value effortsSG&A inflation initiatives Ensure CapEx plus changes in working capital <6.5% per year Adjusted ASI EBITDA (%) >25%* Cashgeneration1$1B+ Adjusted EPS growth (CAGR)>15% 2018 – 2021 Performance Targets
1. For all of Ashland 2. Pharma and Nutritional Specialties, and Personal Care $70MM Absorption cost/unit increases concentrated in PNS2, PC2 and Coatings Ashland manufacturing fixed costs are ~$700MM1 per year... ... which drove significant cost challenges from 2013-2016 Fixed cost per unit Production volume Texas City,TX Poole, UK Wide range of asset intensity Improve competitivenessBetter asset utilization: Absorption opportunity 4 2016 2013 2013 2016
Driver Action Example TheoreticalPotential1 Lower cost/unit by running plant at 95% capacity Temporarily sell in non-strategic markets $125MM Fill plants at current average margin Repurpose assets $100MM Consolidate plants/lines (products produced at 2 or more plants) Underutilized plant closure $30MM Improve network product mix Optimize source plant location $25MM De-tolling Bring operations in-house $20MM Leverage current capabilities to upgrade product sales mix Focus on profit velocity $25MM Improve in-plant operations De-bottleneck $15MM2 Excess/ Underutilized Capacity Constrained Capacity See appendix for specific examples1. Not additive 2. Represents potential opportunity over three years Page 120 Page 121 Page 122 Page 124 Page 123 Page 125 Improve competitivenessBetter asset utilization: Actions to leverage capacity 4 Tremendous profit potential with existing assets
Aligned asset platforms to commercial leadershipRedeployed commercial, operations, and R&D resources which leverage our unique production capabilitiesEnhance sales incentive systemDefine manufacturing improvement opportunity listEstablish new cost per unit metrics to achieve full P&L impactCommission steering team with regular review cadence Improve competitivenessBetter asset utilization: Accomplishing our initiatives How we will accomplish our initiatives 4 Last 3 months To be initiated Last 12 months Current implementation Legend:
Marketing Pricing Sales Force Effectiveness Deploy new structureExtend to regional view Price over raw material inflationTarget $30MM "pocket price" improvementsEnable profit clarity change sales incentive system Enhance value selling trainingImprove use of Salesforce.comDevelop customer impact statementsRedesign sales incentivesRevitalize distribution strategy Improve competitivenessCommercial Excellence: Action plan 5 Action Plan Last 3 months To be initiated Last 12 months Current implementation Legend:
Improve competitivenessCommercial Excellence: Initial focus on price to value Dedicated pricing leaders and analystsImplemented a pocket price tool for all businesses in order to assess price outliers and make smart price changesImplemented a price yield tool to track progressEstablished new order policies: order size, special requests, order changes "Pocket Price" Standardizing terms: >280 different credit termsAssessing rebates and ensuring impact as contracts renewDeep analysis of freightDevelop target pricing process to enable sales teams to respond and change incentives accordingly $15MM identified to date 5 Last 3 months To be initiated Last 12 months Current implementation Legend:
Improve competitivenessCommercial Excellence: Initial focus on price to value Profit Visibility/Sales Incentives Align FPA resources with BUImplement new financial reporting to enable better profit driver visibilityProfit across the globeVariable vs. fixed costCost by batch sizeRedesign sales incentive plan with:Incentive to leverage excess capacity in the systemMatrix of GP$ and GP% 5 Last 3 months To be initiated Last 12 months Current implementation Legend: Fixing visibility lost by merging IT systems
See appendix for specific examples1. Total Ashland; includes Intermediates and Solvents, and excludes Pharmachem 10% volume leverage on flat SG&A improves EBITDA margins by ~90 bps1 Near-term actions identified to reduce SG&A1 Opportunity Global Business Services/Outsourcing $15-25MM Footprint Optimization $5-10MM Delayering $5MM 1 2 3 Improve competitivenessOffset SG&A inflation: Near-term opportunities 6
Dublin complex housed ~1400 employees in 2007; now less than 500The current cost per employee is roughly $20K / yearWe are consolidating out of ~160K square feet of space in Dublin Administration building Example: reducing 6 sites will save ~$6MM Improve competitivenessOffset SG&A inflation example: Dublin, OH campus 6
Global Business Services (GBS)Two Global Headquarters of excellence in Poland and India with total headcount of 340Provides back-office support for Finance, IT, EH&S, Supply Chain, Legal, and othersContinuous improvement focused with established governance model and metrics Back-office optimization started as a cost savings exercise... 40% 10 Of activities found to be 'waste' Processes redesigned/ steps removed 12 1 Opportunities for automation Process to be off-shored ...now we're optimizing through process improvements In January, we redesigned our accounting close to save time and reduce cost 2 33% Days potentially taken out of close1 Reduction in time on key closing activities 1. Expected date of accelerated close implementation is month end June 2017 Improve competitivenessOffset SG&A inflation: Optimizing back-office ops 6
Note: Adjusted EPS growth, Adjusted EBITDA and Free Cash Flow are forward looking non-GAAP financial measures. See Slide 1 for an explanation for why reconciliations are not available to the most directly comparable forward looking GAAP financial measure; 1. Cumulative Free Cash Flow generation over target period less certain key items; 2. New and Proprietary Product Sales defined as new products in the market for <= 5 years and patented products for life of patent * = 2021 Adjusted EBITDA Target Driven by 7 core levers New actions to sustain and grow premium mixEvolve business portfolioImplement new market strategiesExpand new and proprietary product sales2 (NPI)New initiatives to improve competitivenessAsset utilization programsPrice to value effortsSG&A inflation initiatives Ensure CapEx plus changes in working capital <6.5% per year Adjusted ASI EBITDA (%) >25%* Cashgeneration1$1B+ Adjusted EPS growth (CAGR)>15% 2018 – 2021 Performance Targets
1) Figures are for Ashland (whole company). Totals do not sum to 100% due to rounding. We spent ~21% of CapEx on growth from '13-'16With current utilization rate of 75-80%, we have 'room to grow' with reduced capital expenditures 2013-2016 CapEx spend1 Over past ~4 years, ~32% of CapEx spent on growth and cost reduction With many investments complete, we're able to reduce CapEx 13% Regulatory & Compliance 21% Growth 11% 54% Cost Reduction Stay in Business CapEx + change in working capital <6.5%/yearCapEx: Leverage existing investments 7
300 bps reduction in inventory as percent of sales metric results in a $60MM inventory reduction In early 2015 we struggled with on-time delivery We built inventory to support improvements in shipping performanceStructural improvements have been made in inventory management, forecasting, and order execution enabling inventory reduction efforts without impact to service Targeting reduction in inventory CapEx + change in working capital <6.5%/yearWorking Capital: Reducing ASI inventory Shipping Performance Inventory(% Sales) January 2015 April 2016 ~96% ~88% ~24% ~21% 7
Summarize our evolution and define the New AshlandDefine financial targets to create shareholder value and their connection to:Core operational levers to deliver financial targetsMarket strategies to accelerate profitable growthClarify capital allocation policies to turn cash into valueProfile dimensions to drive strong execution Our purpose: To define the New Ashland's shareholder value creation strategy
Returned over $2B to shareholders in the last 3 years Established Asbestos Trust Signed agreement to acquire Pharmachem Assigned majority of pension liabilities to VVV Paid down $1.9B debt Capital allocation policiesRecent actions Active capital allocation
Transaction to be fundedwith bank financing and available cash Transaction multiple of ~10.5x Pharmachem’s estimated fiscal 2017 adjusted EBITDA; ~7.5x after adjusting for expected cost synergies and tax optimization Expect to be accretive to EPS in first year following close of transaction and to enhance long-term EPS growth; also expected to generate significant cash flow Strong cash conversion and expected ~$10MM cost/~$110MM NPV tax synergies Transaction expected to close by the end of June quarter Purchase price of$660 million Capital allocation policiesPharmachem transaction overview Compelling Pharmachem financial equation
Eliminate debt related to Pharmachem acquisitionReduce other debt as appropriateMaintain mid to high BB credit rating Debt Reduction First priority Other allocation priorities Selective small to mid-sized acquisitions with attractive returns well in excess of our cost of capital Acquisitions Capital expenditures + working capital investment < 6.5% of salesWilling to pursue high return opportunities Organic investment Return cash to shareholders Opportunistic after leverage reduced Share repurchases Yield and payout ratios in line with specialty chemicals peers Dividends Capital allocationCurrent priorities Primary focus – debt reduction
Note: Adjusted EPS growth, Adjusted EBITDA and Free Cash Flow are forward looking non-GAAP financial measures. See Slide 1 for an explanation for why reconciliations are not available to the most directly comparable forward looking GAAP financial measure; 1. Cumulative Free Cash Flow generation over target period less certain key expenditures* = 2021 Adjusted EBITDA Target Financial targets to create shareholder value Adjusted ASI EBITDA (%) >25%* Cashgeneration1$1B+ Adjusted EPS growth (CAGR)>15% 2018 – 2021 Performance Targets
Today's focus Nutrition Pharma Cellulosics: HPC, HEC, HPMC, CMCAcetylenics: PVP, PVPP Cellulosics: CMC, HPC, HPMCAcetylenics: PVPP Pharma & Nutrition Specialties (PNS) Pharmaceutical generates the majority of PNS profits
Areas of strength Binding &disintegration Pill & tabletcoatings ~12%of ASH FY 2016 sales Expert in the $2.1B oral solid dosage (OSD) excipient market with ~3% projected CAGR to 2020 driven by global middle class expansion, aging population, and growth in genericsOur excipient portfolio is highly differentiated, however, product sub-segments have seen increasing price pressureRecent strong unit volume growth; revenues tempered by modest pressure in the price sensitive product sub-segment Solubilization Controlledrelease We enable functionality that drug manufacturers need to promote and launch safe, effective, and consistent products Pharmaceutical overview $349MM Source: IMS, BCC Research, Kline, internal estimates
Excipients are small but critical part of every pill Actives / Everything else Functional excipients<5% Marketing / R&D $6.4 B Excipient market Not interested Attractive adjacency (e.g. biologics, injectables) (e.g. colorants, fillers) Lower margin Higher margin Our focus: Oral Solid Dosage$2.1 B 1: Excipients include all non-active ingredients in all pharmaceutical products (e.g. oral solid dosage, dermatological, injectable, etc.)Source: IMS, BCC Research, Kline, internal estimates Functional excipients account for a small fraction of total pill cost We are well positioned in excipients with expansion opportunities We're focused on the higher margin segment of the OSD market
Key strategic themes 1 Pharma is a growing profit engineGrowth driven by mix shift towards higher-margin products and underlying volume growth 2 We have a winning strategyUtilizing the strength of our portfolio to deliver customized excipient solutions with industry leading tech service 3 We are investing to accelerate growthCapitalizing on recent regional and technological investments 4 Expansion into NutraceuticalsPharmachem acquisition expands our position in this attractive high growth market
Pharma is a growing profit engineStrong performance driven by cellulosics 3% industry growthImproving mix towards cellulosicsCellulosics value pricingCapacity limitationsMore competition in portions of the acetylenics product line ü ü ü 2.4% Volume growth GP margin expansion 60 bps 60% 40% 20% 0% 100% 80% Cellulosics Non-cellulosics Cellulosics as % of Pharma GP 1 Note: All time periods shown are 2013-2016 and exclude divestitures for comparability We have grown margins by driving portfolio to differentiated, cellulosics products Strong unit growth and margin expansion('13-'16) Drivers of our performance('13-'16) 2013 2016
Winning strategyBroad portfolio of functional excipients diabetes treatment Metformin Major generic approached us to help:increase swallowabilityreduce tablet size Our solution utilized a unique blend of our excipients, reducing tablet size by 20% 10 Functional chemical platforms ~700 Uniquely tailored SKUs Example 2 We have the broadest portfolio of functional excipients in the market We solve complex problems with our multi-platform portfolio We win by leveraging the 'full excipients catalog'
Winning strategyDelivering tailored solutions with formulation expertise ~25% excipient revenue from new products 75 dedicated scientists and an interconnected network of global labs allows us to work alongside our customers We launched a novel DC HPMC excipient that enabled 150% faster material flow Resulting in increased customer throughput without sacrificing performance 2 We bring new products to market through customer collaboration Tailored solutions for unique problems We win by tailoring solutions to meet customer needs Example
Investing to accelerate growthCapturing regional growth with targeted investments We're positioning ourselves to grow in Asia through capital investments Global pharma growth lead by Asia 1%1 US pharma growth 2%1 EMEA pharma growth 6%1 Asia pharma growth Asia growth ~2X global average, driven byContinued population growthEmergent middle classIncreased prevalence of modern medicineGrowth in generics China Opened manufacturing facility in 2016Upgraded Pharmaceutical Technical Center in 2016 India Opened Pharmaceutical Center of Excellence in 2014 3 1. Estimated growth rate 2017-2020Source: BMI; internal estimates Asia accounts for ~30% of our portfolio today and continues to grow as we invest
Investing to accelerate growthImproving the mix Klucel® HPC capacity expansion online 2017 Benecel® HPMC capability improvements online 2017 Address non-pharma related volume declines with 'fill the plant' sales efforts and network / sourcing optimization Asset optimization strategy 'Optimization': Doel, Belgium plant Invested to expand pharmaceutical capabilitiesAllowing us to compete in a $150MM market Innovative packaging and higher purity products for niche applications Offerings enhancement Manufacturing excellence and Lean Six Sigma implementation Manufacturing cost reductions Example 3 Expanding capacity and capabilities in high-profit cellulosics Improving acetylenics position We're investing to capture 'premium' growth while improving our acetylenics position
Investing to accelerate growthFocused innovation to enable bioavailability Lopinavir We developed a novel excipient package to reduce side effects and improve solubility We were asked to help remedy side effects to minimize regulatory risk 0% 20% 40% 60% 80% 100% Pipeline drugs Market drugs Drug solubility classification (BCS) High solubility Low solubility HIV treatment 3 1: Solubility as defined by BCS Class II & IVSource: Kline Solubility1 issues ahead in the pharma pipeline Our solubility solution helped fix an HIV active with absorption problems Bioavailability is the next frontier and we're well positioned to win Example
Expansion into nutraceuticalsNutraceuticals is well-aligned compliment to PNS $39B Globalmarket size 6% Forecast growth rate 40% US share of market Market metrics Aging populationMiddle class growthHealth and wellnessNatural and clean labelFunctional nutrition Market trends Nutra-ceuticals Pharma – Ashland strengths:Formulation expertisePolymer scienceCustomer intimacy Global lab network Nutrition – Ashland strengths:Particle engineeringPolymer scienceCustomer relationsApplication expertise 4 Source: BCC Research, internal estimates Nutraceuticals is a strong existing market for Ashland, however, we lacked the critical mass to penetrate further
Expansion into nutraceuticals Pharmachem is a strong fit ~$300 MMFY 2016 Revenue Manufactures custom and branded nutraceutical formulationsGlobal leader in all-natural fragrance fixatives Leverages Pharmachem: nutraceutical channels to grow our excipients & food additives businessLeverages Ashland: channel strengths outside the US and in food and personal care marketsCombined: delivers more advanced, fully formulated solutions to the global nutraceuticals market + Nutrition and Health Fragrance and Flavors Food, Beverage and Personal Care Custom Manufacturing Not included in acquisition economics 4 Pharmachem allows Ashland to leverage strengths in nutraceutical markets Pharmachem is a leader in custom nutraceutical offerings and solutions
Pharma will continue to be an engine for profitable growth at Ashland We are set up for success Healthy underlying market demandMix shift towards high-margin cellulosicsCellulosics value-pricing Comprehensive portfolio of excipient technologiesUniquely collaborative technical service teams Adding cellulosics capacity and capabilities to serve growing demandEnhancing acetylenics strategyDeveloping improved solubilization technology Pharmachem acquisition accelerates market entryAdditional upside synergies to be captured 1 Pharma is a growing profit engine 2 We have a winning strategy 3 We are investing to accelerate growth 4 Expansion into Nutraceuticals
3 specialty areas Hair care Skin care Oral care ~19%of ASH FY 2016 sales We innovate scientifically proven solutions for personal care with specialty ingredient platforms in VP, VE, cellulosics and biofunctionals Leader in $6B specialty ingredients market with ~3% projected CAGR to 2020 due to mega-trends: rising emerging market middle class and shift to higher-price natural productsStrong volume growth 2013-16, driven by specialty areas that are high-performance and innovation-focused (e.g., biofunctionals) Some margin and pricing pressures due to increased competition in the lower end of our offering (e.g., purchase-for-resale) Source: Euromonitor, Datamonitor, Kline, BCC, Internal estimates Personal care overview $566M
Hair care Skin care Pioneered sunscreen waterproofingTop 3 in skin rheologyTop 5 in UV absorbersTop 10 in biofunctionals Top 3 in styling fixativesTop 3 in hair rheologyTop 10 in conditioning polymers Three business areas with strong market presence Source: Kline, Internal estimates Oral care Leader in functional polymers and denture bioadhesives Pioneered whitening actives delivery Broad product range and leading positions in hair, oral and skin
1 Maintain strong focus on new, highly differentiated applicationsEarn a premium with unique technologies, formulation expertise and customer enablement 2 Accelerate growth from "naturals" and emerging market trendsGrow natural & sustainable portfolio and enable rapid regional launches with regional centers of excellence 3 Improve margins in more competitive segments of the marketIncrease asset utilization, engineer better processes and leverage suppliers partnerships 4 Leverage synergies from PharmachemStrengthened biofunctionals, improved channel access, and enhanced “full solution” offerings Key strategic themes
Reputed platforms developed by 125 world-renowned scientists in 9 regional centers of excellenceSkin biology expertiseRoot-to-tip hair careOral actives deliverySensory excellence Unique technology Customer enablement Leading end-to-end product launch supportRegulatory clearanceClinical testingClaim substantiationConsumer value articulation Formulation expertise Expertise in creating products with enhanced performanceSustainable, cost effective alternativesAdvancement of customer formulationsAshland-developed “complete solutions” 1 3 areas of strength Upgrade mix Focus on new, highly differentiated applicationsStrength in technology, formulation and customer enablement 1
FiberHance™ BM Unique technology Customer enablement Formulation expertise Our innovative and patented bond multiplier chemistry addresses a key market need in repairing hair break-age from coloring and straighteningDisplaces higher-price alternatives with cost-effective manufacturingProven efficacy on all hair types, including Caucasian, Asian and African Focus on new, highly differentiated applicationsOur unique technology repairs hair from root to tip FiberHance™ BM recently won prestigious "Best Functional Ingredient" gold award at In-Cosmetics 1 Recent launch already garnering significant interest from multinationals Example
Our unique whitening technology improves the stability and delivery of whitening agents – putting professional-grade whitening solutions in over-the-counter consumer products We made it possible for a major oral care firm to formulate peroxide in its whitening product – leading to one of the most successful oral care product launches ever Focus on new, highly differentiated applicationsOur technology enables next gen whitening products Source: Technavio, Euromonitor 1 Whitening toothpastes are the fastest-growing toothpaste category – costing 2x+ per oz. as much as traditional counterparts Customer enablement Formulation expertise Unique technology Example
Bayer adopted our sunscreen mousse prototype to develop a new and unique whipped sunscreen that applies evenly and leaves skin feeling softer and smoother We work with customers to formulate customized sunscreens that last longer, feel less greasy - and have novel textures Sunscreens are a $10B market at retail; those with unique Ashland formulations commanding a premium and enhancing claims Source: Euromonitor, internal estimates Focus on new, highly differentiated applicationsOur formulations set premium sunscreens apart 1 Customer enablement Formulation expertise Unique technology Example
We help our customers to ensure end-product success by substantiating new & unique label claims, navigating regulatory challenges, and communicating value to consumers Ashland’s Vincience team innovated a black truffle extract to energize skin cells in Estée Lauder's prestige Re-Nutriv "Ultimate Diamond" line...... and helped them demonstrate efficacy and develop consumer marketing that brought to life the story "from soil to bottle" Customer enablement Formulation expertise Focus on new, highly differentiated applicationsWe help develop products that ensure customer success Unique technology Retail price$375/bottle 1 Our ingredients provide functionality that enables customer price premiums Example
Focus on cellulosics, acetylenics and biofunctionals where we have deep experience and manufacturing scale ✓ ✓ ✓ Engage the customer Focus on core chemistries Move quickly to market Strong value proposition Decentralized development at regional centers of excellence that are able to customize and test in-market rapidly and economically ✓ Redesigned R&D process for stronger early-stage marketing input to ensure value proposition matches market needs and end user expectations Beta-test earlier and more often to increase customer engagement and intimacy, and enhance collaboration Focus on new, highly differentiated applications We have renewed focus on what drives success in innovation 1
Source: Transparency Research Natural, organic and ethical products will outgrow the market ~3x to 2020We are ready today Accelerate growth from "naturals" trendWe are actively growing our natural and sustainable portfolio 2 Rest of portfolio Botanicals Cellulosics Guar Johnson & Johnson uses Zeta Fraction™ technology in its Aveeno range to improve radiance and provide soothing properties Zeta Fraction™ Zeta Fraction™ uses live plants in a natural, low-energy, zero-waste process to deliver high-efficacy actives Just-launched Harmoniance™ captures the metabolic activity of Sacred Lotus to deliver age-defying skin care benefits Example
Meeting local challenges with regional centers of excellence Source: Euronomonitor Unique preferences, habits, hair/skin types and climates driving personal care purchase behaviorGreater e-commerce role in product selection and adoption, requiring accelerated innovationComplex formulation engineering needed to hit lower price point – while retaining quality and margins Customers require different capabilities to succeed in emerging market ~85% of end-market growth to 2020 will come from emerging marketWe are ready today Accelerate growth from emerging market trendOur labs will help customers capture dynamic regional trends We helped an Indian oral care provider develop a new anti-cavity toothpasteWe built upon this success by expanding our global network of regional centers of excellence 2 Example
Consolidate purchases to fewer, valued suppliersOptimize global procurement systemDrive predictability with long-term contracts Partner with suppliers Asset utilization-focused R&DTargeted sales and marketing efforts based on enhanced order-level informationRationalize product offerings Increase asset utilization Simplify complex manufacturing processesAs appropriate, migrate from batch to continuous processesContinue to drive continuous improvement, cost-out programs Better engineer processes Improve margins in more competitive segmentsAsset utilization, better processes and suppliers partnerships 3
Contract manufacturing Fragrance market access Botanical actives extraction Aloe Vera Strengthen biofunctionals platform with new botanical extraction capabilities Adds new active to biofunctional arsenal as well as plant sourcing and processing capabilities Improved channel access for high-growth areas (e.g. fragrance encapsulation) Enhances the adoption of our full solutions by providing avenue to push formulations to finished products Leverage synergies from PharmachemNew capabilities and know-how to strengthen existing initiatives Acquisition of Pharmachem will accelerate growth of both companies 4
We are set up for success Personal care will be one of Ashland's core growth drivers Maintain strong focus on new, highly differentiated applications Improve margins in more competitive segments of the market Accelerate growth from "naturals" and emerging market trends Leverage synergies from Pharmachem Unique technologies that expand applicationsFormulation expertise that sets premium products apart from the mass marketCustomer enablement to bring products to market at a premium price pointRenewed focus on innovation success drivers Increased asset utilizationProcess engineering to reduce production costsPartnerships with suppliers Strengthened biofunctional with Aloe Vera and botanical extractionNew channel access through fragrancesContract manufacturing enabling increased adoption of full solutions Growing natural and sustainable portfolioNetwork of regional centers of excellence to enable rapid launches and customer interaction in emerging market 1 2 3 4
~33%of ASH FY 2016 sales We provide high performance products that are typically a small percentage of the total cost of the end product, but provide significant value and impact Industrial Specialties (IS) overview $990MM Common business model:Focus on premium sub-segmentsClose collaboration with customers utilizing our regional technical service & expertise Disciplined price and cost managementEnsure high asset utilization for high asset intensity product lines
IS – Other Industries $337 MM PerformanceSpecialties Construction Focus on unique applications with complex performance needsTarget selective areas for growth Energy Energy is a much smaller portion today of Industrial Specialties’ portfolioBeginning to see an up-tick in the market as oil prices have recovered Focus on premium applications & improving customer productivitySignificant cost restructuring and asset focus will drive success
Our 3 strengths ~11%of ASH FY 2016 sales Market leader in $2.8B market for architectural coatings additives with 3% CAGR; the market is primarily driven by remodeling & new construction and a shift towards premium paintsOur products are 2-4% of the paint can but provide high value in use to the painter and property ownerOur segmented strategy is driving growth in the premium segment, while improving our cost position We solve rheology & formulation challenges for architectural coatings with industry leading technologies, a differentiated product portfolio, and award winning technical service Source: KNG, IHS, internal estimates Industrial Specialties – Coatings $321MM Rheology Foam control Surfactants
1 We are the premier rheology provider60+ years expertise in architectural coatings, #1 in HEC, industry standard for rheology and coatings additives We're focused on further strengthening our leadership in HECOur global presence allows us to manage cost and customer supply, ensuring we stay #1 3 Coatings: key strategic themes 2 We're driving a more premium mix through product differentiation, innovation, and customer intimacyOur premium product lines and formulation expertise enable customer productivity, improved paint performance
We span the paint range from low to premium with the key rheology chemistriesWe continually innovate rheology chemistryWe advance measurement science Global manufacturing capabilities Patent pending ART(Application Reader Technology) device We are the premier rheology providerWith strong capabilities and technologies 1 We are the leading HEC producer & the only one with manufacturing capabilities in 3 regions
Enabling customers with premium productsOur expertise and technical support leads the industry Switzerland Italy France Portugal Working together, we improved viscosity and enhanced color for a new solvent-free paint Problem: customer needed a more effective rheology agent Solution: partnered to formulate our Aquaflow™ product for superior efficiency & application feel across multiple brands 2 Customers come to us to solve their hardest rheology problems... ...and develop new products Examples With our 6 regional tech centers we partner with our customers to deliver the perfect rheology solution for the local market
We're staying cost competitive in HECProactive actions to improve HEC leadership position Increasing research focus in process technology improvements Accelerating on-going manufacturing cost reductions with lean six sigma program Implementing new asset optimizationstrategy aligned with commercial strategy Soft pricing environment...Decreased demand because of softness in energy marketsGlobal capacity additions have increased supplyBut stable volume demand...Firm demand in core applications 3 HEC market overview Actions We are executing to ensure we stay competitive in any market environment
Niche player in the $22B specialty formulated adhesives market with a 3% CAGR. Adhesives is a materials business with high performance demands and continual innovationOur Adhesives portfolio is nimble, capturing a premium in niche applications throughout the market We enable high performance applications across end markets through customer centric innovation, pioneering new applications, and renowned expertise Industrial Specialties – Adhesives Our key end uses ~11%of ASH FY 2016 sales $332MM Packaging & Graphics Structural Transportation Source: KNG, IHS, internal estimates
2 We win with customer focused innovation, R&D, and tech service30% of revenue generated from new products 1 Adhesives is a significant contributor to Ashland's profit and has demonstrated strong growthSuccessful value proposition; disciplined pricing and cost management; leadership position in Pressure Sensitive Adhesives (PSAs) We're accelerating growth by extending our global reachCapacity expansions / additions in UK to support premium adhesives 3 Adhesives: key strategic themes
Our Success Model Adhesives is a growing, high profit contributorLeadership position in PSAs drives significant growth Target specialty niches with high performance demands in:GraphicsSpecialty tape & LabelPackaging Capitalize on mega trends to accelerate growth50+ years experience in automotive adhesivesConstantly upgrade our product mixFast innovation through deep technical expertise and customer collaborationPrice and cost management Transportation adhesivesStructural adhesives 1 We have established a clear leadership position in water based and solvent PSAs and great niche positions in other segments
Problem: adhesive for perishable product with heat sealing sleeve label Solution: worked closely through scale up with our Pureseal™ productSuccessful label for Yoplait Our R&D and tech service are always solving for our customers, driving strong profit growth We win with innovation, R&D, and tech serviceSolving customer's problems through collaboration New Product:Heat seal adhesive Examples 2 Problem: need ability to seal joints & seams of house wrap to withstand various temperatures & multiple surfacesSolution: developed Aroset™ PSA: Reduces waste Adheres to multiple surfacesHigher performance at various temperatures New Product:Adhesive for house wrap tape Problem: strong adhesive performance & low migration for food safetySolution: developed UV cure coatings, Purerad™Low migration for food safetyExcellent coat-ability New Product:UV cure coatings
We are accelerating growth with global reachInvestments in assets and R&D to meet global needs New structural adhesive Products for Europe Capacity expansion to extend geographic penetration Regional R&D / technical service centers Innovation from global labs delivers 30%+ revenue from new productsDublin, OhioKidderminster, UKShanghai, ChinaMumbai, India Kidderminster, Worcestershire, UK Capacity expansion in the UK will:Provide a platform for growth Enable customized service to our European customers We provide adhesives to Porsche and Mercedes, which enable:Improved processing and application timeSuperior adhesion & robustness in high performance situations 3 Expansion to enable faster growth Examples
Industrial Specialties will continue to deliver innovation around customer needs We are set up for success Growth in higher-margin premium syntheticsAdhesives growth and disciplined pricingSelective growth & optimization in Other Industries Adapting marquee coatings products for diverse customer needsAdhesive application innovations for direct customers & end-usersLocal service & customized solutions earn us a premium across the Industrial portfolio Cost reduction and process improvement in HECSynthetic rheology technology advancesPioneering new applications and markets in AdhesivesDriving asset optimization across the portfolio 1 Strong profit generation 2 We win through customer collaboration 3 Global growth & capabilities drive success
Unsaturated polyester resins (UPR) Gelcoat We solve customer problems around the world, improving the integrity and allure of their composite products with high performance resins Premium resins used in structural & semi-structural applicationsInfrastructure – corrosion & fire retardantAutomotive & heavy duty truckMarineBuilding & constructionStrong gross profit growth 2013-16 despite flat volume due to aggressive cost & margin managementSegmented our business into core (UPR) and specialties (EVER, Gelcoat) Composites overview ~22%of ASH FY 2016 sales Epoxy vinyl ester resins (EVER) Specialties $669M Core
1 Accelerate growth in the premium "specialties" segmentRe-align resources, leverage 50+ year track record (Derakane ™), global reach, and world class technical service to accelerate growth in high-spec segments (e.g. corrosion, marine, automotive) 2 Manage our cost structure in non-specialty core UPRContinue to execute aggressive cost management through footprint optimization, cost-out initiatives, and facility utilization 3 Drive cash generationMargin growth, with low working capital and Capex requirements, support significant Ashland overhead, and cash generation Key strategic themes
Infrastructure Tub & shower Pipes Corrosion Fire Retardant Electrical Panels Marine Automotive Polymer Concrete Performance Reqs Degree of Specification "High-spec" Eng. Stone Increasing Gross Margin % Targeting "high-spec" applications Source: IHS; Internal estimates High-spec ~30% of the $9B UPR market – but ~45% of profits Accelerate growth in the "specialties" segmentWe focus on high-spec resins 1
Our Epoxy vinyl ester resins have...Higher strengthBetter corrosion resistance & durabilityWider operating rangeLower maintenance Strong Derakane™ brand, technical service, global reach & over 50 years of case histories Drivers of value 50 years of proven experience with Derakane ™Dedicated science centerWorld-class technical service & end-user selling teamHighly specified – “When failure is not an option”Lower “lifecycle costs” Accelerate growth in the "specialties" segmentWe are the brand name in corrosion resistance 1 We earn a premium in EVER through superior reliability and lower lifecycle costs Example
Accelerate growth in the "specialties" segmentOur gelcoats have superior performance 1 Drivers of value Small part of cost, but significant cosmetic and functional impact - it’s what you see in the showroomIndustry-leading application knowledge and formulation supportHigh degree of customer touch and customization Maxguard™ gelcoats, outermost layer on a boat hull, ensures the integrity & adds to the allure Our gelcoats have superior...Gloss / depth of colorBlush / UV resistanceWeather-abilityConsistency We differentiate in gelcoats through customization and quality Example
Accelerate growth in the "specialties" segmentOur UPR is used for high-end, high-spec applications 1 Drivers of value Dedicated Engineered Stone lab & global technical supportProduct customizationImproved performance vs. competing alternativesReduced waste during productionLeverage multi-generational product planning Polaris™ engineered resins improve quality and durability and provide a range of design options Our UPR meets the most demanding applications...Durable & stain resistantEfficient processing and manufacturabilityHigh-gloss, ultra-white enabling marble / granite appearance We seek premium applications within the UPR market Example
Maintain efficient network Drive cost out initiatives Asset utilization EMEA:3 plants Americas:7 plants Asia:2 plants Manage our cost structure in core UPRMulti-pronged strategy to stay cost competitive 2 1 2 3 Actively manage footprint to optimize cost (3 facilities closed in past 5 years)Leverage Reichhold acquisition to support EMEA cost initiatives (e.g. logistics, CapEx, etc.) Drive profit improvement opportunities (e.g. waste & utilities cost reduction)De-bottle necking & yield improvementDublin campus consolidation (~$6MM annual savings) Implement performance metrics and incentives to drive utilizationLeverage local, regional teams to win & drive business targeting >90% utilization Aggressive actions to lower costs
Gross profit % Drive cash generationComposites has driven significant cash contribution 3 Low capital Intensity Focus on driving working capital 7% is typical in compositesLow capital spending (<5% of sales) Contribution to rest of business Absorbs significant portion of overall Ashland corporate overhead Strong focus on mix and cost
Composites will drive profitability with growth in high-margin segments and cost control Accelerate growth in the premium ‘specialties’ segment Drive cash generation Aggressively manage our cost structure We are set up for success 50+ year track record (Derakane ™)Global reachWorld-class technical service Margin growthLow working capital and Capex requirementsSupport significant Ashland overhead Footprint optimizationCost-out initiativesFacility utilization
Summarize our evolution and define the New AshlandDefine financial targets to create shareholder value and their connection to:Core operational levers to deliver financial targetsMarket strategies to accelerate profitable growthClarify capital allocation policies to turn cash into valueProfile dimensions to drive strong execution Our purpose: To define the New Ashland's shareholder value creation strategy
Core levers Innovation Pricing/Commercial Asset utilization SG&A flat WC/CapEx Tied to compen-sation - 8 of 11 leaders new or in expanded role - Newmarket and operational strategies - New metrics and scorecards tied to account-ability - Lean Six Sigma programs - New Project Manage-ment Office Disciplined cadence Enabling systems Metrics Strategy/Approach Leadership/Org - New operating committee review cadence -Expanding perform-ance factor-EPS is primary LTI1 metric 1. Long Term Incentive Focus, ownership, and accountability Drive strong execution—5 system elements Drive strong execution—5 system elements
Pillar Priorities for 2017Increase new product impact to 30% of sales by 2020Deliver our fiscal 2017 planDrive price-to-value initiative to yield >$30 millionIncrease plant utilization/absorption by $30 millionDrive flat SG&A spend vs. prior year Internally connecting our core operating levers to our blueprint Pillar PrioritiesTake new actions to sustain and grow premium mixContinue to evolve business portfolioImplement new market strategiesExpand new and proprietary product sales1 (NPI)Pursue new paths to improve competitivenessBetter asset utilizationPrice to valueOffset SG&A inflationEnsure CapEx plus changes in working capital <6.5% per year 1. New and Proprietary Product Sales defined as new products in the market for <= 5 years and patented products for life of patent Drive strong execution
Note: Adjusted EPS growth, Adjusted EBITDA and Free Cash Flow are forward looking non-GAAP financial measures. See Slide 1 for an explanation for why reconciliations are not available to the most directly comparable forward looking GAAP financial measure; . Cumulative Free Cash Flow generation over target period less certain key expenditures; 2. New and Proprietary Product Sales defined as new products in the market for <= 5 years and patented products for life of patent * = 2021 Adjusted EBITDA Target Driven by 7 core levers New actions to sustain and grow premium mixEvolve business portfolioImplement new market strategiesExpand new and proprietary product sales2 (NPI)New initiatives to improve competitivenessAsset utilization programsPrice to value effortsSG&A inflation initiatives Ensure CapEx plus changes in working capital <6.5% per year Adjusted ASI EBITDA (%) >25%* Cashgeneration1$1B+ Adjusted EPS growth (CAGR)>15% 2018 – 2021 Performance Targets
Biographies/key accomplishments KevinWillisLeads worldwide financial functions and processes including the transformation to new Ashland BrianMcGrath27 yrs with Ashland in various leadership rolesMoving to Zurich in June to also lead European Leadership team Dr. OsamaMusaMore than 350 patents and patents pendingPublished book on Maleic Anhydride based materials DaveNeubergerFormer director Ashland IR, 10 yrs at AshlandWharton Palmer Scholar AndyJohnston23 yrs at Ashland focused on composites and adhesivesExperience in turn-arounds, growth, M&A Anne SchumannMulti-faceted career with leadership roles in finance, IT, supply chain & HR SuzanneRowland17 yrs of senior executive and Board experienceDriver of high performance in complex markets Vito Consiglio23 yrs in Specialty ChemicalsGlobal JV, PE and M&A experience PeterGanz30 yrs private and corporate law experience 12 yrs general counsel for multinational corporations6 yrs at Ashland JeanZappia30 yrs chemical industry experienceFeatured in "Successful Women in Chemistry - Corporate America's Contribution to Science" Dr. KeithSilverman23 yrs in pharmaceuticals- R&D, EHS 14 patents5 yrs at AshlandBoard Member SOCMA Operating Committee Executive Committee BillWulfsohn Former CEO Carpenter TechnologyPrevious leadership roles at PPG, Honeywell, Morton International / Rohm & Haas Serves as a Director of PolyOne Corporation
Acronym reference guide Acronym Definition Acronym Definition APAC Asia Pacific Region LATAM Latin American Region ASH Ashland LMW Low Molecular Weight ASI Ashland Specialty Ingredients LTI Long Term Incentive program BU Business Unit(s) NA North American Region DC Directly Compressible NPI New products in the market for <= 5 years, and patented products for life of product EMEA Europe and Middle Eastern Areas OSD Oral Solid Dosage EU European Union PC Personal Care division GBS Global Business Services PNS Pharma and Nutritional Specialties GM General Manager(s) TPRR Total Preventable Recordable Rate GP Gross Profit US United States I&S Intermediates and Solvents division VOL Volume IS Industrial Specialties division VVV Valvoline Note: Definitions for Ashland product categories not included: HEC, HPC, HPMC, PVP, PVPP, UPR, VE
Pharmachem: Financial Impact Expected to be accretive to EPS in first year following close of transaction and to enhance long-term EPS growthStrong cash flow generation Attractive double-digit returnsExpected to be accretive to EBITDA marginsFinanced primarily with bank financing with remainder from cash on handAverage cost of debt (pre-tax) of approximately 3-4%Incremental ~$20MM of annual interest expenseEstimated pro forma net debt/adjusted EBITDA ratio at closing of 3.8x with strong post-close de-leveraging profileRemain committed to targeting mid to high BB credit ratingsExpected gross debt/adjusted EBITDA below 3.5x1 over time 1. Note: Net debt and Adjusted EBITDA are forward looking non-GAAP financial measures. See slide 2 for an explanation for why reconciliations are not available to the most directly comparable forward looking GAAP financial measure.
Pharmachem: Synergies Expected annual cost synergies of ~$10MM, primarily driven by leverage from Ashland’s scale and infrastructure, de-tolling opportunities and in-sourcing initiativesCost synergies expected to be realized by end of second year following transaction closeIncremental tax synergies with expected net present value of ~$110MM driven by integration of Pharmachem into Ashland’s global business structure
Examples: R&D focus areas
The challenge:Engineered stone products demand high customization, ample design possibilities & durability for frequent use The solution: Polaris™ resins enable improved quality, process efficiency & durability adapted to multi-designs Superior mechanical performance, wetting & curing behavior of our resins facilitate smooth processing, reduces scrap, & minimizes re-polishingThe result: Unique, innovative resins allowing new design creativity, high gloss & other aesthetic possibilities from ultra white modern surfaces to comparable exotic granites & marble Durable for daily use Back Polaris™ resins provide quality, efficiency, and durability in engineered stone
The offering:Offers “cleaner” encapsulation technology versus competitive technology with improved stability, long term aesthetic and performance compared to benchmarkCustomized capsules in size, color and ingredients with:Exciting visual impactDynamic color releaseUnique delivery methodStability of incompatible ingredientsTexture and sensory signalsControlled fragrance deliveryLow toxicology profile and biodegradable Back Captivates™ Encapsulation
The challenge:Market needed a new hair strengthening ingredientThe solution: FiberHanceTM BM Solution “brings damaged hair back to virgin – from inside” with:Hair mechanical strengtheningLower water uptakeProvide limited damage during hair chemical treatmentsThe result: Initial launch of technology in April, 2017, was 1 year faster than standard R&D timelines due to customer collaboration and intimacyGreen manufacturing process (no organic solvent, 100% yield reaction) Back FiberHanceTM BM solution supports customers to improve sustainability footprint
The challenge:PolyAPTAC technology was suitable for industrial applications; Ashland wanted to extend the ability to use this technology into Personal CareThe solution: Developed an innovative way to purify the industrial polyAPTAC grade, lowering the level of monomers and making it suitable for Personal Care applications on a global base, including ChinaThe result: A marketable product that provides:Long lasting hair damage repair and restores hair to its original hydrophobic state, with enhanced smoothness and shineImproved conditioning, durability and substantive conditioning polymer for hairReduced or eliminated need for silicone, ideal for silicone-free shampoos and conditionersCompatible with wide range of cationic, nonionic and anionic surfactants. Back Re-engineering polyAPTAC manufacturing process to expand end market use
Examples: Innovation that delivers on our brand promise
The challenge:Formulating a once-daily, oral cholesterol medicationThe solution: KlucelTM 's non-ionic and pH insensitive properties ensures controlled deliveryOur R&D team’s customized solution ensured safe, effective performance with the customer’s formulationThe result: A reliable, safe, and trusted treatment for high cholesterol leading to a market leading blockbuster, with cumulative sales >$130B Back Atorvastatin achieves stable active ingredient delivery with KlucelTM
The challenge:Sunscreen application is messy and ‘sticky’ which negatively impacts consumer complianceCoppertone wanted to revolutionize sunscreen with a formulation that was: A unique rich and creamy foamThat goes on easily and absorbs quickly Helps leave skin feeling soft & smoothThe solution: Our innovative solution combines Prolipid™ lamellar gel, designed to exert a ‘second skin’ effect and reinforce the skin’s natural barrier function. The combination of the Prolipid™ and Ganex ™ creates the texture – a creamy foam that applies easily and absorbs quickly.The result: A revolutionary new aesthetically pleasing texture available in SPF 30 and SPF 50 Back Bayer achieves revolutionary texture with ProLipid™ lamellar gel and Ganex™ polymer
The challenge:Estée Lauder was looking to build on a successful line of prestigious skin repair and moisturizing productsThe solution: In collaboration with Estée Lauder we discovered TuberluxTM, an unseen cellular energizing biofunctional extract derived from the rare and precious "black diamond truffle"The result: We helped Estée Lauder create a unique solution that makes skin look vividly renewed as next-generation sculpting technologies power a profoundly younger look Back Tuberlux™ black diamond truffle extract helps energize skin cells
The challenge:Avery needed re-sealable industrial packaging to meet growing demand for greater customer convenience and waste minimizationThe solution: Our Aroset 2570 PSA has removable and re-sealable characteristicsThe result: Aroset 2570 was selected for re-sealable packaging because of its resistance to water, alcohol, & chemical resistance A re-sealable tape for applications including baby wipes and other towelette packaging Back Aroset™ PSA provides convenience and minimizes waste
The challenge:Gas cylinder manufacturers were looking to replace metal with a lighter, safer and more cost effective materialThe solution: We worked closely with Thanh Tai Composite Plastic (in Vietnam) to design a cylinder with outstanding corrosion resistance, toughness, and fire retardanceDerakane™ epoxy vinyl ester resin captured all of these needs and enabled better productivity, operability and a longer shelf lifeThe result: DerakaneTM gas cylinders are lighter and saferCustomer “failure rate” fell from 10%+ to <2% while driving $10K savings per month Back Derakane™ is saving our customers money
Examples: Better Asset Utilization
CMC utilization 2017 YTD 2016 2015 2014 +18% After a fall off in the energy market utilization at the Jiangmen facility fell by 12% CMC utilization in Jiangmen rebounded in 2017... Decreased production volume would increase per unit fixed cost burden by ~15% from 2014-16To address the per unit increases, sales, marketing, manufacturing, and supply chain teams identified two new ways to go to marketsGo 'smaller' to address tier 2 nutrition manufacturersAddress the 'lower spec', higher volume applications—paper coatings and miningThe two pronged approach has driven a full recovery in utilization. Driving per unit fixed costs below their 2014 low ...thanks to targeted sales and marketing efforts to 'fill the plant' Back Lower cost-per-unit in Jiangmen
Back Freetown plant successfully completed the 2nd commercial batch trial of Flexcryl 1624Once approved, plant will able to supply 400-450MT/month of material to support business growthRepurposed equipment in Freetown will successfully reduce the need for $5MM of CapEx at the Piedmont plant Freetown plant repurposed to reduce need for CapEx
Back Three plant closures since 2011 improving utilization & GP ... but there's more to do 2014 2015 2013 2011 2012 Gross Profit $ Gross Profit % Sauveterre closure Kelowana closure Additional sites across Ashland are being evaluated, representing a further $30MM in savings Mississauga closure
Low ROI High ROI Less feasible More feasible We've identified and targeted seven products/operations to bring in-house Analysis sanitized We spend ~$38MM per year with 60+ tollers to outsource various operations.As we've focused our operations, we've built new capabilities and achieved critical mass in certain operations.In an effort to save money and increase utilization, we've begun exploring options to bring products and operations in-house. Back To optimize utilization, we've identified products to bring in-house
Back We had poor profit realization from our Low Molecular Weight (LMW) HPMC product linesIts costly, multi-step manufacturing process required 2-3X equipment time, compared to other product lines produced In 2015, we made the decision to stop LMW production; shifting & rationalizing the mix to higher profit realization linesThe benefit: with facility upgrades we reduced the number of products produced, increased total output volume by 6% and increased EBITDA by 50% Shifting the mix at Doel
Back 2013 2012 2014 +30% 2015 2016 De-bottlenecking activities at Parlin increased capacity by 30% The challenge: From 2012 to 2015, increasing global HEC demand caused Ashland to explore opportunities for additional manufacturing capacityMitigation activities: The Parlin plant made incremental Capex investments to debottleneck several process steps and improve operating efficiencyThe result: Plant increased capacity by ~30% which added ~3,000 MT of Natrosol capacity to Ashland’s network. The increased production volume improved cost absorption, lowering HEC unit costs at Parlin Plant production volume De-bottlenecking at Parlin plant has reduced need for HEC expansion projects