Jason L. Thompson - Director, Investor Relations William A. Wulfsohn - Chairman & Chief Executive Officer J. Kevin Willis - Chief Financial Officer & Senior Vice President Luis Fernandez-Moreno - Senior Vice President and President, Chemicals Group Samuel J. Mitchell, Jr. - Senior Vice President and President, Valvoline.

John P. McNulty - Credit Suisse Securities (USA) LLC (Broker) Brian P. Maguire - Goldman Sachs & Co. David I. Begleiter - Deutsche Bank Securities, Inc. Laurence Alexander - Jefferies LLC John E. Roberts - UBS Securities LLC Dmitry Silversteyn - Longbow Research LLC Michael J. Sison - KeyBanc Capital Markets, Inc.

Mike Ritzenthaler - Piper Jaffray & Co (Broker) James Sheehan - SunTrust Robinson Humphrey Mike J. Harrison - Global Hunter Securities LLC.

Good day, ladies and gentlemen, and welcome to Ashland, Inc. Second Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. As a reminder, this conference is being recorded.

I would like to introduce your host for today's conference, Mr. Jason Thompson, Director of Investor Relations. Sir, please go ahead..

Thank you, Michelle. Good morning and welcome to Ashland's second quarter fiscal 2015 conference call and webcast. We released preliminary results for the quarter ended March 31, 2015, at approximately 5 PM Eastern Time, yesterday, April 29. And this presentation should be viewed in conjunction with the earnings release.

Additionally, we posted slides and prepared remarks to our website under the Investor Relations section, and have furnished each of these documents to the SEC in a Form 8-K.

On the call today are Bill Wulfsohn, Ashland's Chairman and Chief Executive Officer; Kevin Willis, Senior Vice President and Chief Financial Officer; Luis Fernandez-Moreno, Senior Vice President of Ashland and President of the Chemicals Group, which includes Ashland Specialty Ingredients and Ashland Performance Materials; and Sam Mitchell, Senior Vice President and President of Valvoline.

As shown on slide two, our remarks include forward-looking statements, as such term is defined under U.S. securities law. We believe any such statements are based on reasonable assumptions but cannot assure that such expectations will be achieved. Please also note that we will be discussing adjusted results in this presentation.

We believe this enhances understanding of our performance by more accurately reflecting our ongoing business. I will now turn the call over to Bill for his opening remarks..

listen and learn from Ashland's employees, customers, and shareholders. Later in the call, I will share some observations from these meetings and their implication on Ashland's forward priorities. But before I do that, let me turn the call over to Kevin to discuss the results in the quarter..

Thanks, Bill, and good morning. Yesterday, we reported GAAP earnings of $1.39 per share from continuing operations. When adjusted for key items, earnings per share were $2.03, a 33% increase from the prior year. This marks the fourth consecutive quarter of year-over-year adjusted EPS growth, with an average increase of 24% over that period.

I thought it would be helpful to include an EPS bridge to highlight the improvement in our underlying business over the past year. On a pre-tax basis, Ashland's fundamental business performance drove a $0.45 increase to earnings per share versus a year ago. There were three primary drivers behind this organic growth.

First, each of our three commercial units is doing a good job of executing their respective strategies. Second, our teams have maintained a disciplined approach to pricing and managing margins amid a volatile input cost environment. Third, the savings from our global restructuring have significantly reduced our SG&A expenses.

Together, this led to a 470 basis point improvement in adjusted EBITDA margin when compared to a year ago. Adjusted EBITDA increased 11%, marking the fourth consecutive quarter of year-over-year EBITDA growth.

That's a strong performance, particularly when you consider the currency translation and divestitures, including the effects from exited product lines in ASI, represent an approximately $150 million headwind to sales versus prior-year. After normalizing for these effects, sales declined 3%.

Most of this decline is related to weak energy markets affecting ASI; pricing adjustments due to falling raw material costs, primarily in APM and Valvoline; and lower BDO pricing. We continue to see good volume and revenue growth in the higher value-added areas of the businesses, and we expect that to continue.

As we look ahead to the third quarter, we expect the overall top-line to remain under a bit of pressure due to continued pricing adjustments and FX. We expect positive mix and good cost execution to somewhat offset these effects, leading to EBITDA margin below the current level.

By the end of the second quarter, Ashland had realized substantially all of the $200 million in annualized run rate savings from the restructuring. Savings to-date have more than offset the previously disclosed headwinds of stranded costs from the Water transaction, incentive compensation, and merit pay increases.

In total, SG&A was down $24 million from the prior year. This restructuring has not been easy; it's involved a lot of hard work and tough decisions by our teams around the world. Nor has it simply been an exercise in cost-cutting. It was always intended as much more.

Working together, we have fundamentally reshaped the company and realigned how Ashland goes to market. Now our focus turns to making sure that we capitalize on Ashland's improved competitive position and that we hold on to these cost savings.

In addition to our strong business performance in the quarter, Ashland continued to return cash to shareholders through the $270 million accelerated stock repurchase program that we launched in early February.

With the ASR now largely complete, Ashland's board has approved a new $1 billion share repurchase authorization that expires December 31, 2017.

This new authorization reflects the board's continued confidence in Ashland's strategic direction as well as our ability to generate cash while retaining the financial flexibility to support our current growth plans. I will now hand the presentation over to Luis to provide more color on ASI's results for the quarter..

Thanks, Kevin. ASI had a good second quarter. Our strategy of focusing on segments of the market where we add significant value is working. A few good examples would be in the personal care, pharmaceutical, and coatings markets.

On a combined basis, volumes sold into these markets grew 3% versus prior-year, and sales grew 2%, after adjusting for currency. Additionally, the investments we've made in recent years to expand our global presence (10:09) results. Currency-adjusted sales in emerging regions grew 5%.

Although our teams drove good performance across the business, we also faced some significant headwinds. The combined effect of currency, our exit from non-core product lines, and weakness in energy markets resulted in a roughly $57 million headwind to sales. Adjusting for that, sales would have increased 2% from prior year.

Gross margins were strong for the quarter, driven by better mix in products and market segments as well as continued improvement in our cost execution. In general, we had good pricing in most areas of the business. We are seeing modest benefits from lower costs for crude oil and some other feedstocks.

Price have been stable across most of our markets, although we have seen some price pressure in the energy and nutrition markets. SG&A was down $14 million from last year, as we have done a good job of removing cost through the global restructuring.

These reduced support costs, combined with the strong execution, are driving solid business performance. As we look out over the near-term, we expect headwinds from currency and energy to persist. As a result, we expect full-year 2015 sales to be slightly lower than our previous expectation, at approximately 4% to 6% below prior year.

However, we expect year-over-year margin expansion to persist through continued improvement in product and market mix and manufacturing cost execution. Looking further out, we expect continued growth in the emerging markets, and in those end markets where we add considerable value.

Over the past several quarters, we have announced a number of capital investments that are focused on these high-growth end markets. These include HEC expansions in Nanjing, China, and Hopewell, Virginia, to serve the coatings and personal care markets.

In addition, we are adding Klucel and PVP capacity at several sites to meet growing demand from our pharmaceutical and nutrition customers. Lastly, we are expanding capacity of our actives technology sold into sunscreen products at our facility near Columbus, Ohio.

These are all at existing facilities and are high-margin, high-return projects that should help enable us to achieve our top line growth rate of 1.5 times to 2 times global GDP, and move us toward our long-term EBITDA margin target of 25% to 27%. We are also making good progress on strengthening our innovation pipeline.

We have a number of next-generation products and technologies currently in development, and I am pleased with the progress we've made in this area. As you can see, we are geared for growth and committed to investing in our business to support the evolving needs of our customer.

Let's turn to the next slide, and I will walk you through the second quarter results for Performance Materials. Before we begin, I want to say that I am pleased to have the opportunity to lead such a great team at Performance Materials. I am already familiar with Intermediates & Solvents, as it was previously under my leadership at ASI.

I look forward to getting to know the composites division and the team members there, and I am excited about the opportunities that lie ahead. As for the quarter, composites continued to perform well with volume growth of 3% from prior year. We saw growth in most major regions with consistent results across each of the end markets.

We did adjust some pricing during the quarter to reflect lower input costs. But in general, the team did a good job on margin management. As was the case in ASI, currency was a significant headwind for APM, reducing sales by about 6%.

We estimate that for each €0.01 change in the euro, APM's sales change by about $3.5 million, although the effects to operating income are much smaller at about $300,000. I&S volumes declined 10% from prior year, primarily due to the selling of low-margin derivatives business.

Prices continued to decline in this market due to Asian capacity and declining demand for BDO and derivatives in China. That volume is now moving to other markets, mostly Europe, and beginning to pursue and to put pressure on prices there. We expect this to continue as we move into the second half of the year.

In the near-term, we expect to continue seeing good volume growth within composites, although we are beginning to see higher raw material costs in some regions and expect some margins to move towards historical levels.

In addition, the combination of declining BDO prices, a planned turnaround at one of our I&S facilities, and the recent unplanned shutdown, should reduce year-over-year APM margins in the third quarter. Longer-term, we expect to see healthy underlying growth in the composites markets.

There are favorable market trends supporting several of our end markets, and certain regions are beginning to show signs of economic expansion. To ensure we are positioned well to participate in growth, we are investing in new product and application development to drive both sales and earnings expansion.

We also expect a volatile raw material environment, and for price in I&S to remain challenged by Asian capacity. Our focus will remain on overall margin management, ensuring we pass through raw material increases quickly while also working to reduce costs. I will now hand it over, of course, to Sam for a summary of Valvoline's second quarter..

Thanks, Luis. Valvoline posted record earnings in the second quarter. The strong performance was driven by improved profitability across each of our channels and great execution by all of our teams. Within DIY, strong promotions during the quarter led to a 2% volume increase.

The Valvoline Instant Oil Change team had another strong quarter, with each of its key metrics improving from prior year. Oil changes per day were up 7%. Average ticket approached $70, and same-store sales for company-owned sites rose 7%.

The international channel returned to growth as distributor destocking appeared to abate during the end of the quarter. However, within our installer channel, we saw continued destocking through January, with shipments picking up in February and March, but still ending the quarter slightly behind prior-year volume.

Across Valvoline, we saw very good growth of our premium products, which accounted for nearly 41% of total branded lubricant sales. This strong operational performance, coupled with good margins, led to EBITDA growth of 18% from prior year. Looking to the third quarter, we expect solid performance across all channels.

The international channel in particular should get back to normal profit levels – growth levels. While we expect strong margins driven by good product and channel mix, we do expect continued pricing adjustments to be an offset.

As a result, we expect EBITDA margin to contract somewhat from the record level in the second quarter, but be up approximately 300 basis points from prior year. Longer-term, we expect to continue driving volume growth within the international, VIOC, and installer channels, offsetting secular declines in the DIY market.

Lower base oil prices have provided a tailwind for us in the first half of the year. We are now passing along some of those savings to customers, but the overall supply/demand balance for Group II and Group III base oils should remain favorable for the foreseeable future.

As long as raw materials remain fairly stable, we expect Valvoline's gross margin to be in the 32% to 34% range, and EBITDA margin to be in the 19% to 20% range over the longer term. Let's turn to the next slide, and I'll talk a little bit about Valvoline's recent performance.

Over the past six months, I've had the opportunity to travel with Jason a few times to meet with a number of our investors. It was a good learning experience, and I appreciate hearing your questions about the business.

I thought it would be helpful today to highlight some of the improvements we've made to the business over the past several years that have been driving Valvoline's profitability improvement.

First, let me begin by saying the changes in base oil prices are a factor to our performance, but I want to emphasize that this isn't as impactful as it was in years past.

As I shared on the December quarter conference call, we have made a number of changes to our sourcing and pricing strategies that enable us to more quickly pass through changes to raw material costs. We feel this reduced lag time is important for improving Valvoline's margin stability.

As for the other fundamental improvements that we've made, we've identified five that we believe are the core drivers to our success in recent years, and will continue to be in the future. First is consistent growth of volume and profits within our international channel.

Since 2011, the compound annual growth rates of volume has been 5%, and operating profit has grown 12%. Our international channel serves both the passenger car in the commercial and industrial segments of the lubricants market.

We see favorable macro trends, such as the growing global middle class leading to a growing global car count and increased industrial production as long-term tailwinds to our business.

The second driver is overall improvement to our Valvoline Instant Oil Change channel, particularly our focus on same-store sales growth, which we've had for eight consecutive years. Our best-in-class service model is focused primarily on delivering a quick, easy, and trusted experience to every guest across our 937 stores.

The talent of our team and their commitment to this promise gives us confidence in the future of this business. Moving forward, we will continue to refine our service model and will leverage our point-of-sale system and marketing capabilities to gain insights into consumer behavior, to drive additional store traffic and loyalty.

We also plan to grow our overall store count, and are in the process of developing plans to add both company and franchise stores in the years ahead. Third is product mix. As you can see on the chart, our percentage of premium US-branded lubricant sales has grown significantly since 2011.

We have been industry leaders in new product development, where we have launched several premium products in recent years, such as our lines of both full and semi-synthetic lubricants for high-mileage vehicles.

Better engines being developed by OEMs and more demanding consumers wanting improved performance from their vehicles are contributing factors to this increase. We expect the trend to continue, and we will sustain our R&D efforts to be the industry leader in new product development.

The fourth driver is volatility management, which I just spoke about a moment ago. We've leveraged a longer base oil market to reduce lag effects, and, as a result, have strengthened Valvoline's business model. Fifth, we have maintained a disciplined approach to both SG&A and product cost management.

Lastly, we have made good progress in shifting our consumer marketing efforts to more focused and effective programs. For example, digital and mobile-based platforms are proving to be effective in driving trial and brand loyalty.

These investments in the Valvoline brand across each of our four channels of business allows us to command premium margins and gives us confidence that we can maintain continued stability in earnings growth of the business. I will now hand the presentation back to Bill for his closing remarks..

Thank you, Sam, and congratulations on a great quarter. As previously mentioned, before we take your questions, I'd like to take a few moments to share some key observations from my first few months on the job. First, I have observed and want to immediately emphasize that Ashland has a very strong team.

And this team, in my view, is executing at a high level against a clear strategy. And when I say team, I mean the entire organization, from top to bottom. Second, I have noted that we have two great business platforms. In the past, we have stated, and today we reiterate, our commitment to being a premier specialty chemical company.

At the same time, it is clear that we have an outstanding consumer brand of business in Valvoline. As you've just heard, this commercial unit is highly profitable, and also has a well-established track record of earnings growth.

The organization changes we announced last week, with Luis being named President of Ashland's Chemical Group and the decision to appoint both Luis and Sam to our Executive Committee, reflect our desire to maximize our performance in both of these segments. Luis now leads both ASI and APM, those commercial units.

His objective is to create the premier specialty chemical company by enhancing our execution in terms of innovation, commercial excellence, and driving world-class operations.

He will also continue to actively manage our Chemicals portfolio, ensuring we remain focused on highly profitable, differentiated sub-segments while deemphasizing or divesting commodity-driven product lines. Please note that we have chosen not to combine ASI and APM.

Both commercial units, while reporting to Luis, will continue to operate and report their financial results separately. As we noted at the time of the announcement, the leadership change does not signal any change in our strategy around our Chemical business segments. Both ASI and APM need focused attention to ensure they reach their full potential.

As such, a new leader for APM who will report to Luis is expected to be appointed at a later date. In addition to moving Luis into his new expanded role, both Sam and Luis joined the company's Executive Committee.

This action was taken to ensure that each of our commercial units has a full voice as we make future portfolio, capital allocation, and other strategic decisions. My third observation since joining is that Ashland's strategy still has more room to drive incremental shareholder value.

As I stated earlier, I believe our strategy is to drive the actions required to meet our stated EBITDA targets. Much progress has been made in this area, but we are not there yet. We believe we can get there by being disciplined in our spending and continuing to drive innovation, commercial excellence, and world-class operations.

Our strategy also involves taking action to reduce earnings volatility and expand our focus on Ashland's highly differentiated growth segments.

The company and the board have a strong track record of making important and often difficult decisions in this area, and have executed those decisions at the right time and in the right way to maximize shareholder value. I expect this bias for action to continue. And finally, strategically, we must maintain disciplined capital allocation.

Earlier in the call, we shared examples of a few important capital investments. That said, you may note that year-to-date our capital spending is running at roughly 50% of depreciation and amortization.

In addition, while we plan to make required investments to support our organic growth targets, we expect capital spend to be less than depreciation and amortization over the next four years to five years.

Also, while we remain open to acquisitions, which are close to the core, highly accretive, and offer strong returns on investment based upon cost-related synergies, with multiples being high, good acquisition opportunities are few and far between.

So with capital needs relatively low, and acquisition opportunities few and far between, and given that we continue to believe that Ashland's stock is undervalued, we believe we should sustain our share buyback actions.

To this end, we are pleased to have the flexibility created with our new $1 billion stock repurchase authorization announced yesterday. Moving back to my impressions from on-boarding, my final observation to share this morning was driven by feedback from many of you.

In addition to the direct feedback from you during my 30-plus meetings with investors to date, many of you recently participated in a comprehensive survey that measured investors' perception of Ashland. The results of the survey indicated a number of strengths and also several opportunities for improvement.

For example, you shared that Ashland was performing at a high level in terms of portfolio management and capital allocation. You also shared your view that we have been successful in upgrading the quality of Ashland's assets and in creating a company with a higher financial performance profile.

I agree with your comments and assessments in these areas. At the same time, you pointed out several areas where Ashland could improve its position relative to other specialty chemical investment options.

You said we must continue working to reduce exposure to weak, cyclical end markets and also provide more clarity around Ashland's vision for the future. I also agree with this feedback, and intend to take action over the next several quarters to address.

More specifically, each of our commercial units are currently developing their respective strategic plans to maximize shareholder value. We expect to have these plans finalized later this summer.

And although we don't yet have the exact timing set, we do plan on holding an Investor Day to share our thinking and strategic plans with you later this calendar year. As we develop this plan, we retain our focus on growing our EBITDA margins.

In addition, we will focus on enhancing organic growth by seeking high-return, low-risk projects across both the Chemicals and Valvoline businesses. We also want to continue to increase our return on invested capital by looking for low-capital-intensive, high-return projects such as the ones we've initiated in Nanjing and Hopewell.

That said, we believe we can limit capital spending to levels below depreciation and amortization. And finally, we also want to improve our cash conversion ratio. The recent asbestos settlement helps in this area, as the present value of our reserve matches our best estimate of our liabilities.

I want to thank those of you who took the time to share your feedback with us. We value your insights, and we are committed to aligning our forward actions accordingly. With that, I'll ask the operator to open the line up for your questions. Thank you..

Thank you. Our first question comes from the line of John McNulty with Credit Suisse. Your line is open. Please go ahead..

Yeah. Good morning. Thanks for taking my questions. Maybe the first one on ASI.

When we take a look, even if when you back out the energy volumes and the weakness around that, see kind of modest, low-single digit type growth, which certainly isn't kind of the mid-single digit range that I think you have all, kind of, indicated is a good, kind of, growth rate, long-term.

So, I guess, how should we be thinking about what's holding that business back now? And maybe some of the measures that you can pull, or some of the levers you can pull, to accelerate the growth as we kind of look into the latter half of the year and into next year..

Hi, John. How are you? This is Luis Fernandez. This is a very good question.

As you see, the total growth for the business, when you take the energy markets out, currency is about 3%, what really encourages me is that the growth in the core segments, specifically personal care, pharma, coatings and adhesives, has been at the rates consistent with 1.5 times to 2 times the GDP growth of those areas.

What is pulling back a little bit from that growth has been the construction market in Europe. We also took some decisions to get out of redispersible powders, which is, again, not necessarily bad for us, because it was – it's a business that is accretive to EBITDA the fact that we got out of it. But it's having an impact on our sales.

And then on the nutrition segment, although the nutrition segment is reasonable, one of our product lines has had extra capacity in the marketplace and that has limited a little bit of our growth in the nutrition area.

But the key to me is on the core areas, which are high-margin areas, and that's where I referred to better market segment mix, we definitely are growing at rates that are above the GDP growth for those market segments..

Okay, great. And then maybe a question on the BDO assets. You've got – I guess in the past, it had been viewed that they were important to keep in and integrated through ASI. You've got both the assets down. It does look like they are – they do contribute a lot of volatility to the overall portfolio.

So, I guess, I'm wondering maybe, Bill, if you can comment as to now that you've had a chance to kind of analyze the assets a bit more, do you view these as assets that are essential to keeping in Ashland, and are really important on the integration, or is there a way to maybe create some value and also reduce some of your volatility with some other solution?.

That's a great question. And I think you are correct on, if you will, both directions that you inferred. One, it is important that we have a secure supply of high-quality material to feed to the ASI business at producer economics. At the same time, it's not clear that we need to have as large of a capability as we do today to fulfill those needs.

And we need to focus on ways that we can reduce the impact of the BDO merchant volatility on our overall earnings. So as we go into the strategic planning this spring here and into the summer, clearly that will be one of the questions that's out there, how can we reduce the volatility that comes from that product line as it relates to our earnings..

Great. And maybe if I can ask one last question, just to finish the trifecta across all three businesses. Valvoline, on the Instant Oil Change, we've seen kind of a real acceleration in the growth, especially this quarter, even in the past couple, I guess.

Can you give us some color as to maybe what's driving that? Is that – should we be thinking about this as a business between store adds, et cetera, that can grow in the mid-to-high single digits, or is that maybe a little bit robust?.

Regarding Valvoline Instant Oil Change and its strength, as I mentioned earlier, it's been performing for a number of years for us. So the model continues to get stronger. We've built an excellent team, great leadership team, great leadership out in the stores. That is the fundamental driver for great performance and taking care of your customers.

But over the years, too, we've developed strong process for how we take care of customers, not just within our company-owned stores, but our franchise stores, too. And what's exciting for me is to see that our franchise stores are performing in lockstep with the company stores, seeing the same kind of trends.

And then lastly, we've really made some good progress on our marketing efforts to help us drive new traffic to the stores and win new customers, and convert those to loyal customers. So those are all big drivers to a strong operating model.

And as we look at the model, then, and the opportunities in the quick lube market, we definitely see opportunities for store expansion. And we've been working hard on developing those plans for where we are going to grow both company stores, how we are going to continue to work with our franchisees to help them grow.

So we are definitely bullish on this business..

Great. Thanks very much for the color..

Thank you. And our next question comes from the line of Brian Maguire with Goldman Sachs. Your line is open. Please go ahead..

Good morning and thanks for taking my question. Bill, I've thought of the – a question related to the asbestos trust formation.

I think I've historically thought of the liabilities as being one potential obstacle to a separation of the Valvoline business, how do you apportion those liabilities, et cetera? Does the creation of the trust and sort of dealing with those liabilities make it any more or less likely that you would think about spinning that business out or doing something strategically with it? Is that the right way to think about it, or are there still a lot of other considerations and obstacles to think about?.

Well, clearly, it's a great development that the asbestos settlement has allowed us to create the trust that we believe covers a substantial amount of the future obligations. And really, our focus related to that is the effective cash that was needed to support those settlements now can be essentially funded from the trust.

So that's really the major development around that. I think, beyond that, any other related portfolio decisions would be really independent of that particular factor. It all helps. The better your cash flow is, it creates more and more flexibility for a variety of options.

But beyond that, I would decouple that development from any future portfolio decisions..

Okay. And then just a question related to the buyback authorization. The size of the buyback is – it's about four times the size of the free cash flow guidance you're providing for this year.

Does that imply that there is going to be a big step-up in free cash flow over the next 24 months to fund it, or are you looking at incremental debt to fund it, or some of the cash balance that's stranded overseas, any opportunities to redeploy that or – just basically how should we think about this share repo being financed?.

Sure. Brian, this is Kevin. I think, the way you should think about it is certainly partially through cash on the balance sheet, and the remainder through free cash flow that we would generate between now and the expiration of the authorization. And your point about free cash flow for the year is noted.

There are several headwinds to cash flow for the full year. Currency is clearly one of those. But then there are also some positives, obviously, coming out of this. Your first question around the asbestos trust and related liabilities, plus remaining insurance coverage, is certainly – it will be a net positive to free cash flow.

As we have wound down, and continue to wind down the last little bit of the global restructuring, for sure, severance and related restructuring costs have been a drain on free cash flow. That's effectively over. And so as we look forward, I think you should see improvements in the free cash flow conversion rate of the company.

And clearly, that's an area that we have a lot of focus on right now. So I don't see an issue. Like, long story short, I don't see an issue funding the buyback through cash on the balance sheet, plus free cash flow the business generates over the course of time, and still have plenty of room to have flexibility to pursue other growth opportunities..

Okay. And just one last one for Sam, if I could. On the Valvoline margin guidance, appreciate the 20% as kind of the new outlook there.

Just thinking about – I know you normally talk on a percentage of sales basis, but if I were to think about it on a dollars of EBIT per gallon basis, has there been a lot of change in the last couple of quarters, or is what we are seeing really just a function of a lower top line from passing through the lower raws, such that the dollar per gallon margin is pretty flat to where we've been historically? Thanks..

Sure. Definitely, as we shared earlier, that there has been a positive price lag effect with the falling base oil prices, and we've seen that pretty substantially in the first and second quarter. At the last call, too, I shared the dynamics around Valvoline pricing across the different parts of our business.

And so a good portion of those – the sales that we have are in contractual pricing arrangements, where those cost decreases are passed through to customers. On occasion, there can be a short lag effect with that, too. And then some of our business, roughly 40%, is driven on market-based pricing.

And when that happens, occasionally, there is opportunities to strengthen margins long-term on a unit basis, too. So what you are seeing over the first six months of our year is that you've had a stronger margin on a per-gallon basis driven by the lag effect.

And then as we look at longer term, I think we've given some good guidance as to where we expect our gross profit margins..

Great. Thanks very much..

Thank you. And our next question comes from the line of David Begleiter with Deutsche Bank. Your line is open. Please go ahead..

Thank you. Bill, you mentioned some low margin businesses that you would look to divest.

What portion of the portfolio still is in that low-margin, potentially divestible portion of the business?.

That's a very good question, and it's a little bit of a challenging question as we sit here right now. And the reason why is because, literally, as I mentioned, we're going to be taking a little deeper dive.

I think Luis and Sam and Ted, back when he was part of the team, they've – have done a good job of pruning portions of the portfolio that didn't have that right kind of fit. And I think, as we mentioned, there is still more opportunity. But it's hard for me to specifically quantify that at this point.

I think we will be able to provide more clarity on that as we go forward in the year, and we have a chance to share kind of the output of the work we are doing now..

And, Bill, you mentioned on M&A that right now prices are pretty high, multiples are pretty high.

But are there businesses that you think could fit the ASI business, down the road, once you do become a pure play specialty chemical company?.

Yeah. I think there are opportunities both on the Chemical side and on the Valvoline side, actually. There are opportunities. And we remain open to growing and augmenting our business in those areas that are very close to the core, as I mentioned.

I think the challenge is that with the multiples being high, we want to make sure that if we do make those investments, that we get the right kind of return for our investors. And as I mentioned, they are few and far between. So certainly, I think there clearly are opportunities for us to expand in both of the business areas through acquisition.

Just now, it's not the most robust time in terms of opportunities to move forward on that front..

And Bill, just lastly, are you confident that if there was a separation, it could be done tax efficiently for the two or three pieces of the business?.

Well, you've jumped a couple of steps ahead of me on the thinking there. So I would say that, obviously, we need to look at what's the right construct for the company in the future, and we'll do that. But first, we really need to look at the potential of each one of the business units.

I think you've seen the board has been willing to take those kind of step-back looks at the portfolio.

Anything we would do relating to any divestiture, or split of any portion of the company, big or small, we clearly look at the tax-efficient or effective ways to do it, because, obviously, that can dramatically impact the economics associated with the move. But you are a step or two ahead of me on the question as you phrased it..

Sorry about that. I'll wait a few more quarters..

Thank you. Appreciate it..

Thank you..

Thank you. And our next question comes from the line of Laurence Alexander with Jefferies. Your line is open. Please go ahead..

Good morning. A couple of questions.

First, can you give an update on your thinking around the PVP business, particularly capacity additions over the next three years to four years in the – in respect to volume versus price dynamics in that business? And secondly, on the culture side, you mentioned you are challenging the segments to – the business leaders to take more action faster.

Can you give a couple of examples of areas where the culture previously might have been inclined to punt, and we can expect some movement faster than we would have expected previously? And maybe another way to look at that is, what are your one or two top priorities in terms of fixing the culture or improving the culture, now that this cost-cutting wave is done?.

Okay, this is Luis. Let me tackle the first question around PVP. PVP continues to be a market that is growing, especially on the pharmaceutical space, and with some of the specialty grades. It's also growing in the personal care mostly around GDP or the actual growth of the personal care space. It's also growing in beverage.

And we have continued – Ashland has continued to expand capacity in that regard to make sure that we can meet demands of our customers. As you probably know, the other large producer of PVP has announced a long-term program to expand their capacity. And I mean, I think that is consistent probably with what I see from a growth perspective.

At the end of the day, the PVP market is mostly driven by the specialty nature of the products that we make and how we specify those with our customers. So in many ways, it's all about, specifically for us, on making sure that our capacity is consistent with the growth that we are seeing with our customers.

And it's a lot less about what is the capacity in the network, and does that have an impact of price. As I mentioned, I mean, there has been a certain level of stability in prices. There is always pressures here and there in both directions, but the pricing itself, I don't think that is driven by capacity expansions.

And as you've seen, a fair amount of capacity expansions in China, that have had really very little impact on the products that we sell to our customers in the pharma and personal care space..

And then if I could – this is Bill – take the second question you had around culture and kind of the pace of change. I'm still fairly new here, but looking at the company and what has done, I think the company has been moving at a very fast and aggressive way to grow, change, and evolve its business and its portfolio.

So when we talk a bit about the cultural side, I think some of that relates back to the changes that accompanied the restructuring that Kevin referenced earlier. What happened as part of that was a fair portion of things that were centralized moved into the business units.

And with that – and especially in the Chemicals area, where you had multiple businesses with multiple companies coming together, there is an opportunity to take that change, and now the expanded leadership across the Chemicals group and really just meld that together and do what Luis has been doing here for the last year or so, which is driving higher levels of execution within the base business.

And I guess I'd just leave it at that..

Thank you..

Thank you. And our next question comes from the line of John Roberts with UBS. Your line is open. Please go ahead..

Yes. Good morning..

Good morning, John..

You gave Valvoline margin guidance for the next quarter and also for the year. So you can kind of calculate September by difference. It looked like that was 18%. It looked like it was going to trend down a little bit.

Am I doing the math right on that? Or should it be more stable as you get through the end of the year?.

We do expect the margin to trend down in the fourth quarter versus the third quarter. And again, that has to do with the pass-through of pricing..

But if you could hold margins, or hold profit per gallon on the lower pricing, shouldn't the margins actually trend up? If it's just passing through of cost, you can hold the spread, which seemed to me that margins should go up..

Yeah. It's – on a per-unit basis, you'll see some degradation of the margin. So that's really what I was speaking to. And then on a percentage basis, we'll see some shifts a little bit when the mix changes between the business units. DIY tends to have a lower part of the mix in the fourth quarter.

So that's part of the guidance, too, for the fourth quarter. But what we are talking about is longer-term gross profit margins in the 32% to 34% range..

Okay. And then on the share buyback, I think you said in the release the current ASR shares will come in by July 31.

Is that a lump near July 31, or some other pattern? And does the new buyback have to wait to begin until after those shares are in?.

John, as a reminder, we actually have two active accelerated stock repurchase programs running concurrently right now. There is the $750 million program that was started last year. At the bank's option, that program can end anytime between now and the end of June.

And the $270 million program that we kicked off in February also, at the bank's option, can end as late as the end of July. And so we have these two programs running concurrently right now with these two banks. And we really need for those to kind of run their course before we would probably get into another large program on top of those.

So that – we do need for those to play out a little bit..

Thank you..

Thank you. And our next question comes from the line of Dmitry Silversteyn with Longbow Research. Your line is open. Please go ahead..

Good morning, guys, and congratulations on another strong quarter..

Good morning, Dmitry..

Good morning..

A couple of questions. First of all, you've mentioned a couple of times in your prepared remarks around ASI about the energy business being down for you.

Besides guar, can you tell us what else you're selling into energy, how big of a business that is for you? And also which parts of energy you are seeing softness in, as far as frac and shale versus deepwater, versus some other esoteric stuff that the energy markets are broken into?.

Sure. I mean, we've discussed in the past that before the slowdown in the energy market, energy represented about 8% of our sales. And we also mentioned that about 50% of that was exposed to the North American shale, but mostly on cementing and stimulating of wells. And as you know, that's the first part of the energy market in the U.S.

that has taken a significant reduction. So that gives you a little bit of a perspective in terms of our exposure to the North American energy market. I have to say, though, that there are other energy markets around the world where actually we continue to introduce new products and have had great success in that regard.

We actually sell a fair amount of our technologies in this space. It's not only guar. We have HEC, MC, some specific new technologies that we've developed around PVP, and so forth. So it's a much wider portfolio than just guar.

And as we exited the guar powders business, and focused on also guar derivatives and the products I mentioned, our product offering to the energy market is, I would say, much more special than what it used to be. But, granted, when the new wells are coming down in North America, that just has an impact on the overall demand of the product line.

But, as I said, having said that, we are actually growing in outside of North America, but, obviously, the hole in North America from a sales perspective is pretty large, and, as you have seen from most of the service companies at an even more of an accelerated pace than we expected..

Sure. Sure. Okay, thanks, Luis, for that color. Secondly, I just want to, sort of, circle around the composites business. It's been a couple of quarters now that that business has grown very nicely for you in the Performance Materials segment.

Can you talk about what's sort of behind the growth – any particular markets or share gains? And then also what the outlook for that business is both for the end of this year and also longer-term? Is there something fundamental that changed in how you approach the market, or the products that you have going into the market, that gives you confidence that this level of performance can be sustained longer-term?.

Let me take some of that, Dmitry, although that's going to be a stat based on about two weeks of induction in the composites markets. I mean there are a couple of things that, from a GDP perspective, are helping us. Obviously, the U.S.

economy in this case is helping us with the transportation business doing well, some of our construction segments doing well. But the thing that it's also driving the performance is we have continued to introduce new applications, and that has allowed us to gain new – again, new applications with those customers in those industries.

That's what – why that the team feels reasonably confident on the continued growth of the composites business as we continue to benefit from a stronger economy in some of the segments that we service, together with continued introduction of new products and gaining sort of new applications in the market space..

Got it. Got it. And one final question around Valvoline.

Can you talk about the international part of the business, as far as, sort of, how it's composed geographically, and where you are seeing the recovery, and where you are, sort of, targeting as a growth opportunity for Valvoline internationally?.

Yes. Our international business, we have a pretty strong channels to market in a number of different regions. Some of our, what we would call, our core markets would include Europe and Australia, two profitable areas for us. But our major growth regions are in China, in India, and Latin America.

And each of those markets, over the last five years, we've seen tremendous growth. And we've really been focusing on developing our capabilities within each region and fine-tuning our strategies for long-term growth. China is a market where, obviously, you've got a fast-growing PCMO passenger car market opportunity.

At this point in time, Valvoline is relatively new to the market. So we are in the early stages of developing our plans for how we can grow a strong business there..

Okay. Thank you..

Thank you. And our next question comes from the line of Mike Sison with KeyBanc. Your line is open. Please go ahead..

Hey. Nice start, nice quarter there, guys..

Thanks, Mike..

In terms of – Sam, in terms of Valvoline, when you take a look at retail pricing for motor oil and stuff, it really hasn't come down.

So I'm just curious, when you think about pricing and the areas where – are you encouraged to what you've been at with the lag? Could it have been better? Could it have been worse? And then when you think about longer-term, if retail pricing holds up, could you do better than that 19% to 20%?.

I think, specifically, you're honing in on the DIY market....

Yes..

...where the consumer is going to the shelf to choose product. The pricing has held up pretty well. In the DIY market, most of the volume is sold off promotion. And so your key dynamic there is keeping your brand strong, so you're in a strong position with the retailer to get favorable promotion support throughout the year.

So for Valvoline, it's making sure that we are on par at least with the other leading premium brands of Castrol and Pennzoil. And our team has done a nice job with that.

In terms of, is there an opportunity to improve structural profit there, given the level of pricing, price competition, there's still a decent amount of price competition where we've got to make sure we manage the gap versus, say, what we would call some of the mid-tier brands.

So the real opportunity is not so much in pricing, but in terms of driving our mix. So driving our success; growing synthetic share; driving our share of the MaxLife, the high-mileage segment; and looking for ways to innovate to, especially on the marketing front, to drive consumer trial.

And that's – I spoke earlier about some of the changes in our marketing efforts. They're probably most significant in our DIY business, where we've taken a real shift from traditional mass marketing efforts to much more targeted efforts that we think are going to pay off for us to help us grow share in the long-term.

Bottom line, in DIY, that's what we've got to do is grow share, because you've got a structural long-term decline in motor oil demand in DIY. But we're still confident that we are going to keep this business quite healthy with long-term share growth through improved marketing, and continued strong relationships with the key retailers..

Okay. And then, real quick – I guess this one is for Luis, maybe Bill, but when you think about Performance Materials longer-term, is there opportunities, do you think, to really boost the potential for EBITDA margins there via acquisition, or even some internal initiatives? And I know you are going through your long-term planning now.

But what are your thoughts there in terms of how that business could either catch up or be improved over time?.

So that is really at the crux, I think, of what we want to look at within assessing the composites business and thinking and mapping out.

I think we know that in the composites space, which is kind of a general definition, we saw a lot of materials and resins that actually go into composites, so it's, in essence, a chemical, as you know, that there are very profitable zones there. They need to be differentiated.

And we also are looking for areas that we can make sure that we're getting a high return on invested capital.

And the question will be, with the investments that have been made in the business and the technology pipeline that we've been working on to get the more differentiated pricing, can we achieve the types of levels and targets that we aspire, whether that be just through organic efforts or potentially through acquisition.

But I really just want to be clear that that isn't what we're – the acquisition, if you will, or that direction is not what we are looking to do right now with the composites business. I think we want to have a better appreciation for where we can take it before we get down, if you will, that road in our thinking.

So we're kind of at a fundamental stage. And the good news is, it is performing well, and it is performing better than it has. So we are starting from a good spot.

But I think this will also be part of the power of bringing the Chemicals group together as – I don't think Luis can now, but he will be able to further articulate the specialty chemical, not only culture, but also the metrics that will really drive us and how the businesses will help us to achieve those metrics.

And things will naturally fall in, and things will naturally fall out, based upon how they fit relative to that definition..

Okay, great. Thank you..

Thank you. And our next question comes from the line of Mike Ritzenthaler from Piper Jaffray. Your line is open. Please go ahead..

Yes. Good morning, Bill. I'm curious about cost efficiency, I guess, from kind of a higher-level philosophy point of view, now that the $200 million cost out program is more or less complete.

Is there a different philosophy for maintaining or continuing to improve cost efficiencies going forward, now that the defined plan is more or less delivered?.

I would say the answer to that is definitely yes. I am not announcing a new program or anything here today. I want to be clear about that. But I think in this world that we are in today, we have to focus on driving productivity to offset inflation. We have to find more efficient ways to get things done.

We have to be open and think about the way we are organized, and what's the best way to get things done. I think having Luis and Sam on the Executive Committee will help us with some of the reflection around that.

So there's nothing specific that I would bring to you as it relates to your question today, other than we understand that just adding to our overhead is not the right solution. We need to be aggressive in managing it and maintaining it..

And ultimately, Mike, we have to introduce and maintain this proper mix of grow-to-spend and spend-to-grow. And that really gets at the heart of the matter in terms of building leverage in the middle of the P&L. And that's something that – we've spent a lot of calories on that concept internally, and it gets a lot of attention.

And we understand what we need to do, and we just have to execute on it..

Fair enough.

A little bit more drilling-into-the-numbers kind of question, looking to fiscal third quarter, I'm interested in a little bit more detail, Luis, about how much of the input cost-benefit is going to flow into 3Q, given sort of the qualitative guidance that you have given this morning? Was there a raw material destocking? Was that a factor at all on Ashland's side, or perhaps a small restocking cycle on the part of your customers, or some kind of transitory industry phenomenon like that?.

Yeah. Let me answer that in two ways. When it comes to the ASI portion of the business, as I mentioned, we've seen our prices to be pretty stable. But also, at the same time, we have seen a very limited benefit from raw materials. We have seen one, but it's very limited.

So I would argue that in ASI, the margins will continue to improve, mostly because of actions that we are taking on mix and growth, both market and product mix. And again, the price of raw material situation has a very small impact into it.

And when it comes to Performance Materials, yes, definitely, we got a much better margin in Q2, mostly because of the lag that we have in passing some of those raw material decreases to the customers.

And one of the things that is changing in Q3 is the fact that some of those raw materials are starting to come up as we, again, have passed some of those prices in. So the comment that we made, which is we expect some of those margins to start trending towards historical levels, is what we are seeing.

And that's what is included in the guidance, right? And I gave you the specific – we have made a calculation of, based on what price concessions have happened, what are our visibilities on raw materials on Performance Materials, and then, with that, provided guidance that is consistent with that visibility..

Thanks very much..

Thank you. And our next question comes from the line of James Sheehan with SunTrust. Your line is open. Please go ahead..

Thanks for taking my question. Just on Valvoline, could you comment on where this fits in your portfolio? Previously Ashland has said that Valvoline is not core, not a specialty chemical asset; and you've considered, and the board has considered, strategic alternatives for that business.

In the board's last comment was that it would not move to separate that business at this time.

Could you just update us about the board's thinking about that timing? And will Valvoline remain in the portfolio over the next two years to three years?.

So your initial comments around the business, and clearly we recognize that Valvoline is not a specialty chemical. And at the same time, as also referenced earlier in the call, we do recognize that it is a very strong business that is making a very solid contribution to Ashland today, and growing and thriving in this environment.

And I believe the first step that we must take is really to look at the businesses individually in terms of the dynamics that will create the greatest growth potential, and what their needs will be, and what then ultimately is the connection or a lack thereof that's associated with it. So we'll start by looking at the businesses.

And that's what we're talking about with our strategic planning and coming back to you, as soon as possible, this calendar year here, with an assessment on the businesses and the outlook for them. And then I think it will, in that context, be clearer for us to look at bigger decisions, if there are bigger decisions, around the portfolio in general.

So, for today, I'd say that, yes, we do want to be the premier specialty chemical company. And at the same time, we feel very fortunate that we have a leading consumer-branded company, and we want that to be a premier business as well within the Ashland portfolio. And decisions further would be just a bit down the road..

Thank you very much..

Operator, we will take one more call here..

All right. Our final question comes from the line of Mike Harrison with Global Hunter Securities. Your line is open. Please go ahead..

Thanks for getting me in under the wire here. Luis, looking at the coatings side of your business, you mentioned some benefits from the additional HEC capacity. I know in the past that you guys have done some reselling of third-party products in order to help baseload additional capacity.

How much of that has been going on with your plant in China? How much margin benefit could we potentially see as you basically bring those third-party sales in-house?.

Mike, that is a very good question. A couple of things. Yes, we started to see the benefits on the plan in Nanjing, and that's driving growth. We expect to see more growth in Q3. But I will tell you, we continue to operate, even as we have bring in capacity, we continue to be constrained in the HEC.

So we continue to buy materials to, again, not resell, because we cannot just buy them and resell them; we have to actually still modify them in order to make them consistent to our specs. But we will continue to do that, to be honest, for the foreseeable future.

So from a margin expansion, from that perspective, number one, the amount is small, because, again, we need to rework them in order to meet our specs. So we are doing as much as we can, and we normally don't disclose how much that is.

But we will continue to do so for the foreseeable future, as the capacity that we are bringing in is just fundamentally feeding the growth requirements of the market space. And that's consistent for the foreseeable future, for the next, definitely at least 12 months..

All right. And I don't believe I saw an adhesives growth number.

What was adhesives growth in Q2? And can we maybe get an update on your progress on leveraging that business outside North America?.

Yes. The growth of the adhesives business was probably a little lower than what we had over previous years. It was a little – I wouldn't say flat, but a little more than flat. The progress on geographic – that's very exciting, but it does take time. So we have put the people on the ground. We're getting new applications in new locations.

But as you know, when you enter new geographies and new places, sales just don't happen. You also have to supply them. But it's fundamentally very positive. I would say that we've gained – started to gain applications in India and in Europe and in other locations, which is exciting. So I think that the strategy in adhesives continues to work very well..

All right. Thank you very much..

Okay..

Thank you, everybody. I think that concludes us for the day, operator..

Thank you, ladies and gentlemen. Thank you for participating in today's conference. This does conclude the program, and you may all disconnect. Everyone have a great day..

Thanks, everybody..