Seth A. Mrozek - 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.

David I. Begleiter - Deutsche Bank Securities, Inc. Michael J. Sison - KeyBanc Capital Markets, Inc. Christopher S. Parkinson - Credit Suisse Securities (USA) LLC (Broker) Laurence Alexander - Jefferies LLC John Roberts - UBS Securities LLC Jeffrey J.

Zekauskas - JPMorgan Securities LLC Michael Joseph Harrison - Seaport Global Securities LLC Dmitry Silversteyn - Longbow Research LLC James M. Sheehan - SunTrust Robinson Humphrey, Inc..

Good day, ladies and gentlemen, and welcome to the Ashland Third 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 call is being recorded.

I would now like to introduce your host for today's conference, Mr. Seth Mrozek, Director of Investor Relations. Sir, you may begin..

Core markets, these are the highly differentiated markets of personal care, pharma and coatings, which we identified during our November 2015 Investor Day as core platforms for targeted growth. Niche markets where delivered unique value propositions based on our technology platforms. And foundational businesses that provide cash and critical mass.

In addition, in April, we announced an update to our separation plans, including our plan to IPO up to 20% of Valvoline in the fall of 2016 subject to sufficiently attractive market conditions. We understand you may have additional questions about our plans.

However, we continue to be in registration under US securities law and there are strict limitations on the information we can share. I will now hand the presentation over to Bill, Luis and Kevin.

Bill?.

Thank you, Seth, and good morning, everyone. While we have our challenges by and large this is a very exciting time at Ashland. As you are aware at the beginning of the fiscal year, I established four core priorities for Ashland.

As I will describe, we have made great progress against these priorities, but still have more work to do to meet our targeted performance objectives. The first core priority has been to drive the operational and strategic aims needed to meet our financial expectations.

The good news is that, overall we grew our year-over-year earnings per share in the quarter. In this area, both Ashland performance materials and Valvoline reported sales and earnings results that were consistent with our expectations for our third fiscal quarter. Results in ASI were more mixed.

On one hand we drove positive sales or volume growth in five end markets. We also continued to aggressively and effectively manage the business's sales mix and overhead costs. Yet in the aggregate the business results came in below prior year and our outlook.

Later in the call we will speak in greater detail about the shortfall and what we're doing about it. Our second core priority has been to effectively convert earnings to cash. During the quarter Ashland generated $107 million of free cash flow.

For the first nine months of fiscal year 2016 we generated free cash flow of $254 million, $60 million more than the first nine months of last fiscal year. Our third priority has been the effective allocation of capital. To that end in July we raised $375 million of 5.5% notes.

This action was in support of our fourth priority which is too complete the planned separation into two great independent companies. As in the past, the Ashland team is proving its strength related to effectively completing large complex transactions as key separation related milestones continued to be met on time and on budget.

So in summary, we've made great progress across each of our four core priorities albeit we clearly have some further progress to return ASI to year-over-year earnings growth. With that, let's transition the discussion to describe the quarter in greater detail and I'll turn the call over to Kevin..

Thank you, Bill and good morning, everyone. In the quarter we reported GAAP earnings from continuing operations of $1.55 per share. When adjusted for key items, earnings per share rose 2% to $1.95 per share. In addition, adjusted EBITDA rose 1% to $294 million.

This represents the first year-over-year growth in both adjusted EBITDA and earnings per share in fiscal 2016. As expected, the impact we have faced for a number of quarters from foreign exchange, weak energy markets and divested product lines receded significantly.

The year-over-year impact to sales from these was approximately $40 million, roughly two-thirds of what it was in the second quarter. We continue to expect to largely lap the earnings impact of these in Q4. Turning now to a few corporate items. During the quarter our effective tax rate adjusted for key items was nearly 28%.

For the fiscal fourth quarter, we expect the adjusted effective tax rate to be approximately 28% bringing us to the high end of our expected range of 25% to 26%. Capital spending in the quarter totaled $78 million. We continue to monitor demand in our key end markets and compare those trends to our manufacturing footprint.

To that end we are actively managing our capital spending this year to the low end of the range of $320 million to $340 million. Free cash flow in the quarter totaled $107 million. We now expect free cash flow for the full year to be in the range of $260 million to $280 million.

This new range incorporates lower overall expected earnings in fiscal 2016, the timing of separation related payments, plus the timing of an environmental related payment, partially offset by improved working capital management. With that, I'll hand the call back over to Bill..

Thank you, Kevin. Before I turn the call over to Luis, I would like to make a few high-level remarks on the ASI portion of the business. As we all know this is a great business founded on highly differentiated technology platforms. Leveraging our strong commercial and technical teams, we drive innovative value creating solutions for our customers.

Over the last several years the ASI team has driven significant gains. One, with a strong focus on commercializing innovative new products, value selling and managing our costs, the ASI team has improved EBITDA margins from approximately 21% to nearly 23% during the period.

Two, the team has made great gains in terms of improving our supply chain performance. Once again in the quarter the ASI team was able to deliver on time at a rate over 95% versus less than 85% just a couple years back. The team has also improved the mix of projects in our new technology pipeline.

They've enhanced our nova stage-gate (08:49) process and built new global application labs to support commercialization and our customers. We have also dramatically enhanced our focus on building the systems and infrastructure to deliver pharma quality products from our entire network of production facilities.

Still we must and will take further actions to drive the business as sales in our personal care market and most specifically emerging regions were less than anticipated at the start of the quarter. I will now turn the call over to Luis to share more details on ASI and APM's performance in the quarter..

core, niche and foundational. It also reflects disciplined price management and value selling. It also demonstrates our ability to drive manufacturing efficiencies through a focus on lean processes and quality. The ASI team also did a good job of managing overhead costs.

In summary, for ASI I would like to specifically address what happened with demand in the quarter. The fact is that currently we have unusually low visibility in demand, especially in emerging regions due to the current economic environment. Visibility has been impacted by consumer demand and the related order pattern by our customers.

As I mentioned, this has been especially impactful in Latin America and China. While there are always share shifts, we do not attribute the results in the quarter to any fundamental share shift.

That said, we did chose to walk away from so low margin sunscreen business in order to deploy our talented team toward our higher value market segments offering differentiated products and technologies.

As we enter the fourth quarter, our overall position in core markets remains strong and we intend to build on the gains we achieved in the third quarter. In pharma, we expect to see continued good penetration of our controlled release technologies (12:20) customers and are opening a new manufacturing facility in China.

In coatings, we expect to continue to see the benefit from new product introductions. As well, in food and nutrition, we will continue to see the benefit of share gains. Furthermore, we have substantially lapped the headwinds that negatively affected our results over the past four quarters.

In personal care, we expect the demand trends will begin to normalize, especially in oral care where we see improved order patterns. That said, we're taking a cautious approach given the current state of demand in emerging markets. We will continue to aggressively manage our overhead costs.

And in his closing remarks, Bill will talk about broader initiatives taking place across the broader Ashland organization. We have also strengthened our leadership team by bringing two new leaders with a track record of growth and performance to manage our industrial specialties business and personal care and market within consumer specialties.

We also name an internal leader to manage pharma. The leadership changes will also provide an enhanced focus in these two core markets within consumer specialties. Sales in the fourth quarter are expected to be in the range of $520 million to $540 million.

Growth of our higher value categories of products sold into higher margin core growth end markets should lead to another strong margin performance with expected EBITDA margins of 24% to 24.5%. Turning now to APM, I am pleased to report that third quarter results were consistent with the outlook we shared in late April.

Sales totaled $238 million, down 14% from prior year, while EBITDA rose 11% to $30 million. Composites posted another quarter of year-over-year margin expansion. In total, composite sales were down 11% for the quarter with much of this decline due to lower pricing, reflecting lower raw material costs when compared to the prior year end period.

Sequentially, pricing adjustments more than offset the impact of some rising raw material costs during the quarter. We also saw the impact of slowing industrial growth in emerging regions, particularly China and Brazil, reflected in lower volumes in these regions.

Within I&S, overall results were generally consistent with our prior outlook that BDO margins would decline, reflecting more aggressive pricing. Overall, I&S volumes and sales declined when compared to the prior year. Ashland did announce price increases in certain regions effective July 1.

While it is too early to tell what impact these increases will have on the fourth quarter results, we are beginning to see the signs of some traction developing. Overall, in the fourth quarter we expect APM sales to be in the range of $220 million to $240 million.

We expect another quarter of solid margin performance within composites to be offset by I&S pricing and volumes that remain well below prior year levels. In addition, due to lower demand we have decided to pull forward a planned turnaround that was previously scheduled for the first quarter of fiscal 2017.

As a result, we expect EBITDA margin to be in the range of 9% to 10% in the quarter. I will now turn the call back over to Bill..

Thank you, Luis. As I previously mentioned, typically Sam would be here to speak to Valvoline's performance in the quarter. However, he is engaged with separation related activities today. As such, I will speak to Valvoline's results. In summary, Valvoline reported another strong quarter.

The business delivered excellent results driving 3% volume growth, leading to a 3% EBITDA increased to $119 million on an adjusted basis. Valvoline's EBITDA margin was 23.8% in the quarter which represents 110 basis points increase over the same period prior year.

These results were driven by solid lubricant volume growth with particular strength in the "Do-It-For-Me" channel which we serve both through installers as well as through Valvoline's instant oil change network or VIOC. Same store sales within our VIOC network remained strong, rising 7% at company-owned stores.

At the end of the third quarter, the VIOC business had a total of 1,055 company-owned and franchise stores within the network, a gain of 116 stores versus a year ago. This growth includes the addition of the Oil Can Henry's network of stores in the U.S. Pacific Northwest.

Within the international channel, volume grew 6% driven by continued strong execution of channel building efforts. Overall sales mix also continued to improve with U.S. premium branded volumes increasing to 45.3% representing solid gains both sequentially and versus last year.

While we would customarily provide an outlook for Valvoline's results in the upcoming quarter, due to security law restrictions associated with the planned separation, we are not providing a fourth quarter outlook for the Valvoline business segment.

Before we take your questions, I'd like to make a few concluding remarks to put things in broader perspective. During the quarter, we have made great progress versus our four core objectives. Overall we increased our year-over-year EPS, as just discussed we are pleased with the performance of Valvoline this year.

In addition APM performed per our expectations and showed year-over-year EBITDA improvement even in a tough INS pricing environment. We increased our cash flow from operations. We completed the financing related to the planned separation of Valvoline and we are well on our way to creating two great companies.

In each of these areas, we delivered at or above the targets we set for ourselves as we entered the quarter. At the same time we expected better results from ASI in quarter three. Furthermore as Luis referenced, we anticipate that emerging markets will continue to be weak impacting both ASI and APM in the fourth quarter.

In this context, our Chemicals Group is taking the following four core actions. One, in an effort to improve our mix we will retain our strong strategic focus on our core and niche markets. We are focusing our technical and capital investments in these targeted areas.

Two, in an effort to accelerate the pace of share gains we have on boarded several new experienced commercial leaders, established dedicated leadership positions for the pharmaceutical and personal care end markets with a goal of improving focus, visibility and accountability.

And we are taking a renewed look at how we leverage our global best practices throughout the organization. Third, to better leverage our technical scale and global capabilities and drive faster movement of our pipeline to market, we have created the position of Chief Technology Officer.

With more than 125 PhD's on staff and 2,800 active patents around the world, we believe that innovation is a competitive strength for the new Ashland, and we intend to capitalize on it.

Four, to ensure we establish the new Ashland with the competitive cost structure; we have developed plans to take out at least $25 million of cost over the next 18 to 24 months.

These savings are expected to be driven largely by a redesign of our IT support infrastructure, the implementation of enhanced global supply chain system, and the expansion of our global business service center in India. In conclusion, we have made great progress and we are taking action to further drive the business forward.

In the end we're fortunate that we have a talented team and this team is aligned around a clear strategy to leverage our technical innovation and applications expertise, and we're taking additional actions to return the ASI business to profitable growth.

Finally, we remain confident that we are well on our way towards creating two great independent companies on time and on budget. Thank you for participating in this call. I will now turn the call over to the operator to take your questions. Thank you..

Thank you. And our first question comes from the line of David Begleiter from Deutsche Bank. Your line is now open..

Thank you, good morning. Bill and Luis, just in personal care, I think in the last quarter you had referenced that the demand may have been improving late in the quarter in personal care by the customers.

How and when did that reverse during this quarter?.

Hi, David. This is Luis. Yeah, that is right, we did see an improvement on demand at the end of the second quarter, and that was what I mentioned in terms of the lack of visibility.

I think that consumer demand especially in the emerging markets has been a little bit spiky and that has caused our customers – our direct customers to also have somewhat of a spiky demand.

So what we saw in this quarter is again lower demand from our customers but driven again, but the variability of that consumer demand in emerging markets, and I do expect that variability will continue, or that's what we're planning for in the fourth quarter..

And I would just add that – because you bring up a really good point and that is that we did see an uptick at the end of Q2 and that gave us if you will the confidence in our outlook that that would continue if you will related to normal seasonality.

As it turned out, we didn't see that if you will uptick sustain itself into Q3 and as Luis mentioned we were taking a cautious outlook as a result of that going forward?.

Very good.

And Luis just on this market share, how confident are you that you are not losing share or share is not eroding on the margin here?.

Yeah. One of the key things is that our products are specified in our customers. So in that regard we don't think that we are losing market share. I will make a note of the exception and that's sunscreen actives, definitely there has been a significant reduction in pricing.

Some grades, the more commoditized grades of sunscreen, and we decided to not participating in those segments. Except for the sunscreen, some set of the sunscreen segment we do not see market share loss because again, we are specified in the products of our customers..

Thank you, very much..

And our next question comes from Mike Sison from KeyBanc. Your line is now open..

Hey guys, good morning..

Good morning..

Good morning..

Sorry can you hear me? I apologize. Luis, when you think about EBITDA for ASI, you've been able to hang in there the last couple of years, a little bit above 500 in that and this year with the guidance you're going to be kind of well below that.

What do you think needs to happen to get back to those levels and how soon do you think you can get on that trajectory?.

Yes, definitely, I mean, we have been improving on a quarterly basis our performance and we are lapping the headwinds from currency, from energy. And every quarter we've made improvements. If you remember in Q1 we were $25 million below last year than we were (25:04). Definitely I think about a quarter behind where I wanted to be.

I wanted to be at flat EBITDA this quarter. And as I mentioned we were feeling optimistic at the end of Q2 based on the uptick in demand that we saw in March and the demand obviously was not as strong as we expected, but we continue to make progress on a quarterly basis in terms of improving the EBITDA getting to the right level..

And Mike, this is Bill. I'm going to add in there because you are referencing I think a little bit longer term perspective.

And when I step back and look at the business, the team has done a great job in the areas that we've highlighted improving the supply chain and being dependable, providing pharma quality products for customers in terms of retooling our innovation, pipeline and how we support customers in the field.

I think that there is further opportunity as we put more effort behind our innovation pipeline with the establishment of the chief technology officer to drive our greater global scale and drive more momentum in terms of increasing the percentage of our sales that will come from new products.

And secondly, we are really sharpening the tools if you will on the commercial front in terms of driving a high-performance organization, which we have today but leveraging our global practices, trying to make sure we have clear visibility into key segments like personal care versus pharma, and really make sure that we're driving the value selling and share shift that's appropriate for the types of activities we have.

So, from my perspective, I would just add that, to me those are key parts of our engine which we do well on today and we are working on and I think will become, if you will, towering strength for us in the future and with that in mind, that will help to drive and propel, if you will, greater growth more or less irrespective of what's going on in specific regions or to at least a reasonable degree in specific markets spaces..

Mike, this is Kevin. While I don't want to oversell it. As Bill mentioned, we've identified approximately $25 million of cost improvement opportunities through several projects that we discussed here, Bill mentioned them.

We're going to continue to be very, very focused on the cost structure of this business and we'll take every available opportunity to continue to make improvements to that.

And we've committed to cost neutrality, that has not changed as part of the separation process and we see opportunities over and above that, as Bill discussed, and we'll continue to focus on that as well to provide the business overall, both ASI and APM or new Ashland going forward, with a better cost structure incrementally..

Yeah. And Mike, you're going to get a full answer here to your question and then some.

But these are important points and so just to emphasize, as we're separating, and I'm going to speak specifically to the chemicals business, what we're seeing is that we have an opportunity to really customize aspects of how we support that business which will provide better service in terms of supporting the business and our customers, but really in a more cost-effective manner.

And so, we are looking at this not as simply a cost reduction exercise. In fact, there are areas in Lean Six Sigma and the commercial teams in innovation where we're excited about the investments we're making. And you hear about those and those things we want to continue to invest in.

But the good news is that for the chemicals business through the separation, we do see ways that we can drive the back office aspects of the business in a way which is more cost-efficient. And so I just want to emphasize that.

It was part of our hypothesis associated with the separation, and for the chemicals business, we're seeing that today as we set our plans for the future..

Okay, appreciate that. And then as a follow-up, yeah, you did talk about five key end markets that are growing. Can you flesh those out a little bit, why they're growing, how strong they're growing, and then I think pricing was down.

So is that an issue? Is that more on the other side that's been more aggressive than usual?.

So, two comments. Let me start with the pricing one. Yes, in the more commodity price portion of the portfolio, we do have pricing down mostly following raw materials. So, obviously, as raw materials start increasing, those prices should go up, and that's on the pricing side. In terms of the markets that grew, pharma continues to grow.

That has continued to grow every quarter as we introduce further technologies and further products that enter into new drugs or new generics. Coatings continued to grow and that's mostly because of new product introductions.

Again if you follow some of our customers, they also had very difficult comparisons in emerging markets, but our coatings business was able to grow through new product introductions and business gains. Hair care is another segment where because of the introductions that we did last year we continue to see the traction of those.

We reverted a trend in the nutrition segment and we are now showing growth, and finally our adhesives business has continued to show tremendous stamina in terms of delivering growth on a quarterly basis for a variety of quarters except for Q1 of last year.

So, those segments, even with the situation in emerging markets, through new product introduction, and again products that tend to be at a higher margin improving the mix, they continued to grow..

Great. Thank you..

And our next question comes from the line of Christopher Parkinson from Credit Suisse. Your line is now open..

Thank you.

Can you hit on the emerging market weakness a little more? Is this deriving mainly from customer trade-down, destocking, both? And as far as the potential for customer trade-down whether it's in the past or potentially in the future, have you increased your exposure to some of the lower price point products? Just any color there would be appreciated.

Thank you..

Yeah, that's a very good question. And as I think I mentioned in the previous call, the trade-down that we see, and we see some trade-down is happening. Having said that, I don't think that it's a long-term trend.

In my experience as soon as the consumer starts feeling more confidence, they are accustomed to the better products and they will get back to buying them. But we have seen some trade-down and again that's what has make our customers, not a consumer, being a little bit spiky on what to make.

To your second point, yes, we do work with them in terms of finding ways to reduce the cost of their final product so they are more accessible to their customers. And as we do that, we tend to do it again with high-quality products that enable them to provide the similar properties but a lower cost. And we've been successful.

It's not immediate, but we've been successful in a variety of places, mostly in coatings just because the new product introduction for our customers is faster than in the regulated spaces, but we're working in every space to do that..

Perfect.

And Luis, As long as I have you, you hit on this at the end of your remarks, but just overall where does ASI stand relative to its long-term target for new product growth as a percent of revenues and can this be achieved in fiscal year 2017? And also, how integral is that relative to your long-term ASI margin guidance or will the benefits of sales mix from pharma and other end markets be enough to get you a few hundred basis points higher? Thank you..

Yeah. Our long-term target for ASI continues to be the same one as before, in a 25% to 27% EBITDA margin for the future. Clearly the Energy and FX headwinds that we saw last year have delayed us in that delivery. And both of the elements that you mentioned are the reason where we see the improvement. Actually, three elements I would mention.

The first is what you described, just a better mix in the markets that we serve. Our core markets are higher-margin overall than the rest of the business. So just by selling more in those segments our margin improves. The second one is what you mentioned in terms of introduction of new products.

Our new product introduction process allows us to bring products that are more valuable to our customers and as we do that, we introduce new products or in some cases, we replace older products that are at lower margin.

The third element of our EBITDA improvement program is, as we re-energize growth moving forward, the overall absorption of our overall fix cost infrastructure on SG&A and manufacturing, et cetera will bring those margins up by virtue of the capacity that we have established in the business.

Those are the three levers that we have to continue to improve margins and get us to that expectation..

And just to emphasize the comment or the comments around new product introduction, it is amazing, the people that we have, the infrastructure support resources that we have, the whole portfolio of highly differentiated and often patented technologies.

And we – I believe that for the future, to get us to a more sustainable and higher growth rate, we really need to capitalize more on that.

That's our core reason for establishing the Chief Technology Officer role, and we are bringing that individual together with our commercial team to really talk about how we can accelerate the pipeline or the impact, because as a specialty chemical company, we need to see our sales of new products be in excess of 25% of our sales and we are below that today.

We have platforms which – not just specific technologies, but platforms related to bridging our core technologies, we call them our hybrid platform which really have outstanding potential. They are highly differentiated. They are proprietary and protected and we need to accelerate driving that innovation stream into the marketplace.

So to me from my perspective I would just say that, this is our opportunity to move from strength to great strength and make sure that this is what is driving, and leading to our ultimate result.

So, just, the team has done a great job if you think about it over the last year for example, in improving the supply chain and that's great, because if you don't have a dependable supply chain then your customers can't depend upon you and it's tough to be differentiated in that respect.

I think that we are strong in the areas of innovation but we really just need to redouble our efforts and make that a bigger part of our end result stream.

So I'm excited because to me that's the next phase of if you will becoming a more focused operating company is focusing on really trying to be the benchmark in areas like innovation and commercial excellence..

That's very helpful. Thank you..

And our next question comes from the line of Laurence Alexander from Jefferies. Your line is now open..

Good morning.

I guess, first of all, can you – for the five growth platforms you highlighted earlier, could you give us a sense for what the aggregate sales is and how fast they're growing?.

Hi, Lawrence, how are you? This is Luis. I mean, we obviously on purpose decided not to provide the specifics on those specific segments but they are obviously a significant and important part of our portfolio.

I mean, clearly coatings and adhesives are the majority of our industrial specialties business and pharma together with hair care also represent a significant proportion of our consumer specialties business..

And then can you maybe tie the commentary around the R&D pipeline and commercialization initiative, with the cost cuts you did a couple of – you've done over the last couple of years and the realignment you did in the R&D staff? Has that – is this building on the market relevant initiative, you were pushing, or is it – or this sort of, or did you go too far and you need to then ratchet it back because I know that was one of the risks you had flagged when you started out?.

Right. So this is Bill. And I saw the implementation, if you will, of the reductions that you are referencing and from my perspective the team did an outstanding job of assessing the needs of the business and really moving fundamentally to decentralize aspects of the business, which we'll say are, should be more closely aligned with the businesses.

Yes, there were cuts that went, we'll say across all our areas of the organization, but to me, I think that the work that was done was spot on, and spot on in the sense that we have retained the strength that we needed in our technical areas as well as our commercial areas and we are looking to ultimately just strengthen what we think is already a core part of our strength and ultimately invest more as we go forward and, kind of, build a stronger growth engine.

So as we make comments about the future and what we want to do and focus on, I'm commenting because I want to be cautious.

We are not trying to solve a problem that exists, or exists because of a past restructuring, but really move forward in terms of making sure that we're driving, if you will, top quartile results in the specialty chemical industry, which will always be dependent upon your pace and rate of innovating into the marketplace and your ability to build trust-based relationships with your customers, ultimately solve their problems and then solve the value with premium pricing.

So I hope that addresses your question. I think the restructuring was – in the past was very well done. We just have an opportunity to focus as an operating company more on these types of aspects to make sure that our overall strength is greater for the future..

And then lastly, you made a comment about being on the way to integrating the two companies.

How much further do you think you have to go and when you get there, so to speak, would the lumpiness in the portfolio diminish or do you think you need a little bit of something else in the mix of the portfolio to smooth out the lumpiness?.

Yes.

So, I think just to make sure I'm clear, when you talk about integrated, you're talking about the chemical side of the business, so basically establishing the new Ashland?.

Yes. Yeah, exactly, you made a comment about how you are well on the way to integrating two companies and creating the new culture....

Sure..

And if you could piece that out a little bit..

Well, clearly, the business will still have different segments with different value propositions and different market spaces that we focus on and yet really as we look at it, the back office aspects of the business, we can drive based upon the commonality that's associated with chemical production to make sure that we are leveraging that across the broader scale.

So, I think the supply chain enhancements that we are putting in place now, the global supply chain is a great example of that where clearly by taking one approach across all of the respective businesses, they will benefit within the Chemicals Group.

But there are other aspects of the business from market facing sales and technical support people and marketing people, where they should stay, if you will, focused on their respective markets and we are not going to try to bring those together.

In fact, as I mentioned, we're going to try to increase our specialization or focus on the imperatives within those market spaces. And so yes, we want to leverage our global scale. To me, this is a great opportunity as we are going through the separation.

We are looking at everything that we do, most specifically I will say in this context in the back office – and we're saying, okay, is this the most competitive and the most effective way to drive a specialty chemical company forward. And the answer is, for the most part, yes.

At the same time, we do see some opportunities and I think we'll continue to see additional opportunities as time goes on and that will be part of creating the great specialty company, the premier specialty company that we intend to be..

Thank you..

Our next question comes from the line of John Roberts from UBS. Your line is now open..

Thank you.

When does Valvoline drop to discontinued ops and after the IPO of Valvoline have you decided yet whether the remainder will be an exchange offer or just the distribution?.

Valvoline would go to disc op sometime after the planned IPO, and then the full separation.

In terms of our intent, as we stated, it has been and it currently remains our intention to distribute the remaining shares of Valvoline not included in the IPO process after an appropriate lockout period as agreed with the underwriters, that would be distributed to existing Ashland shareholders as of some record date..

Okay.

So, no exchange offer then as part of that distribution?.

Not currently planned..

Okay. And then, in ASI, one of the key themes in the consumer markets have been the global major customers losing share to smaller local customers.

Is there a way to think about how much of your consumer specialties are the global CPG firms and how much are smaller local customers that might be gaining share?.

Yeah. I mean, it really depends on the geography and the location. Obviously, we have to play with both. In the past, the local customers have been gaining share in places like China, like Brazil, like India – all of the emerging markets.

That's probably less true in the developed markets of Europe or the US where the global established customers are still gaining share, and they are the significant players. We just try to keep a very good balancing between both of them depending on the region of the world where we are participating.

I normally don't share exactly what our sales are for each of the different venues. At the same time this dynamic is, you can see it in the actions that we're taking.

We recognize that we need to be global and at the same time be local, which is why we are building out the infrastructure in the regions to effectively support whether they be global or regional customers.

And we're working to, as I mentioned in the technology area, make sure that we're bridging our global scale and wherewithal to leverage that network to really make sure these innovations we have as well as our ability to support our customers is from the full Ashland, even when we are providing it for local customer in a local region..

Thank you..

And our next question comes from the line of Jeffrey Zekauskas from JPMorgan. Your line is now open..

Hi. Good morning..

Good morning..

I think that there is normally seasonally stronger profitability in ASI in your fiscal fourth quarter, in that your revenues tend to drop sequentially and your EBITDA margin tends to lift.

Can you describe why the mix seems to be better in the fourth quarter? What is it that you sell less of or what is it that you sell more of to get higher returns?.

Yeah. Hi, Jeff, this is Luis. The reason why our Q4 profitability is higher than Q3 is because we have, in a specific product line every time during Q3, a maintenance shutdown of one of our facilities that is relevant and that's just one specific asset where we take a maintenance shutdown every Q3.

And it has a significant impact on the margin when it comes to manufacturing costs. So it's not just a target change or mix or anything, it's just the way our cost flow through our system in Q3 versus Q4..

Okay. And secondly, last year your SG&A in Specialty Ingredients really blipped up in the fourth quarter. You sequentially went from something like $115 million to $121 million.

Are we going to see that kind of jump up again in SG&A or last year was unusual and it's likely that that would be missing this year?.

No. At this time I'm not forecasting any significant increases on the quarter. Sometimes we have specific adjustments but I don't expect that blip in Q4..

Okay. And then, lastly, it's true, raw materials have moved lower, but your prices just sort of has inched lower a little bit faster. And so it seems that there's a little bit of a margin squeeze going on. And not a lot, but some.

Is that the kind of thing that's a little bit difficult to reverse in the environment that we're in because demand is so soft?.

Yeah. I don't know Jeff that that's actually the case. I mean, there's been a great effort and in the gross profit area you can see that we're doing a pretty good job of managing – at least if we're referencing in the ASI business the relative profitability in the changing raw material environment.

I think the same has been true within the composites area. Certainly, in the I&S and BDO market, that would really be just more fundamentally driven by global supply demand, really less so by raw materials, but more so by supply and demand and the related pricing impact that that has, or margin impact, I should say that that has..

Okay, great. Thank you so much..

And our next question comes from the line of Mike Harrison of Seaport Global. Your line is now open..

Hi, good morning..

Morning..

Good morning Mike..

Luis, within the skin care business we've talked in the past about some of the competitive dynamics that have been impacting you and you mentioned seeing some weakness in pricing there and some business that you just felt like walking away from.

Can you talk about how you see that playing out over the next few quarters, any improvement on the horizon in that competitive environment? And then maybe also talk about just what you're seeing in the overall sunscreen market in terms of demand this year.

Has that been better or are you still seeing some weakness in overall market demand for sunscreens?.

Yes. There is both. I mean, we definitely have seen some weakness in the sunscreen market, especially in Europe. But having said that, there is also been a lot more active pricing in that area. I would like to distinguish two things though.

Not all of our personal care business is sunscreens, so we do have very relevant high margin portions of our skin care business that continue to grow and where we're investing a fair amount of money like in our biofunctionals and we're seeing progress on our acquisition of the Zeta Fraction technology from Akzo.

So that portion of the business is doing well. And then within the sunscreen molecules themselves, there are some that are more commoditized. That's the area where we decided not to participate.

While there are other sectors in the ones that we make where we have technology, again, they tend to be in the higher value sunscreen market and those continue to do well except that the consumer demand is a little lower. So a long-winded explanation but that's the dynamics.

So personal care has more than sunscreens on the (50:58) and it has been a price competition, and I don't think that's going to change in the short-term but we have differentiated aspects of that business that do well..

All right, and then you've talked quite a bit about new products in ASI. Is there any way that you can provide some examples of recent introductions or what we might be looking at in fiscal 2017 that could move the needle. I know you've mentioned hybrid technologies.

I think those came up several quarters ago and I'm just not really clear that those have had the commercial impact that you might have expected or whether that's still yet to come or still in very early stages..

Thank you for that question, because it also helps an important clarification.

The hybrid technology is really exciting, and yet, don't mean to in any way create any confusion, while we'll have some impact of that in the near-term, really this is essentially a new technology platform, and in fact, there was a substantial amount of work before we really started introducing it to customers to make sure that we had adequately protected the intellectual property.

So this is something that will be built into, for example, some of the personal care sales over time. It's exciting for the future, but I wouldn't try to suggest that that will move the needle in the next quarter or two. It's really creating the engine for our growth over time.

Now, that being said there are a lot of exciting introductions that have taken place and are having impact today. Luis, you may want to reference a couple of those..

Yeah. So, a couple of new products, I mean, clearly in hair care we were able to introduce new products both, which I would call our first hybrid technologies. Those new products now are in a variety of branded shampoos and conditioners.

And again, I cannot just – because of confidentiality tell you which ones, but definitely there has been a great success. We have introduced new products on the skin care side very recently.

Those tend to be a year away from our customers being able to put them into their final products, but excitement is there and we actually got a couple of recognitions at the different trade shows because of innovations that we provided. In the coatings arena, we've brought up fair amount of new products to our customers.

Again, that's allowed us to grow and you encountered them in some of the newer paints, both (53:21) in the U.S., Europe and in China.

So, as I described in the past, it's not like we introduce a new product for every market, every quarter, but every quarter we introduce new products for the different markets and depending on the cycle, some take three months to get there for our customers to implement them. Some take a year before they are actually in the marketplace.

Especially in the regulated space, it takes a little longer..

All right. Then, Kevin, I was hoping that you could walk through the details again on the reduction in your free cash flow guidance..

Sure, Michael. First of all, we're expecting somewhat lower earnings, and that'll have an impact on the number. We are pulling forward some of the separation related cash payments, so those are going to happen sooner than we thought they would. Doesn't change the quantum. We're still on target in terms of what we believe separation costs will be.

And the third item is also more of a pull-forward of an environmental issue that we paid out. So, it's really, those are the three primary items offset somewhat by some improvements in working capital and there are other puts and takes in that mix, obviously, but those would be call it the four primary impacts..

All right. Got it. Thank you very much..

Sure..

And our next question comes from the line of Dmitry Silversteyn from Longbow Research. Your line is now open..

Good morning. I just wanted to clarify your comments regarding Performance Materials with respect to raw material costs. In your prepared remarks you talk about composites being impacted a little bit by rising raw material costs and you getting pricing above that.

But then later on in that same paragraph you talk about 11% decline in revenues was driven primarily by price pass-through on lower raw material costs. So are raw materials costs in Performance Materials, composites portion of the business going up or going down sequentially year-over-year.

Can you help us clarify that?.

Yeah. Sure, Dmitry. Glad that you asked the question. On a year-to-year basis there is a significant reduction both in raw materials and on the prices, but as we were able to keep margin up as the raw materials declined, we've seen improvement of margin on a year-to-year basis.

Sequentially, for the first quarter in a long time, we started to see raw materials start to go up. And my comment was related to the fact that as we started to see those raw materials go up on a sequential basis, we have been able to pass price increases that are slightly above that.

So the idea that I'm trying to convey is we were able to capture margin as the raw materials came down. And so far we have been able to preserve, and in fact improve a little bit upon those as the raw materials finally in this quarter start to go up. I don't know if that clarifies the comments..

It does, Luis. Thank you. So basically the rising raw material prices and cost is sequential commentary versus the declines being a year-over-year commentary..

That is correct..

Okay. You talked about coatings in China continuing to do well and you have for a while even if the Chinese economy and construction coating demand has slowed down a little, but obviously (56:56) continuing penetration of water-based technology.

Now that government has actually – in China actually sort of gotten serious about VOC emissions, it looks to accelerate conversion from solvent-based technologies to water based and coating specifically.

Do you look for your business in China on HSC side to accelerate as a result of this or basically maintain the rate that you've been growing at?.

Yeah. What we've seen in China, Dmitry, is twofold. Number one, the market itself is not necessarily growing. And in fact, if you read some of the global manufacturers you've seen that they've reported declines on the Chinese architectural coatings market.

The reason why we are growing in China is because of the introduction and continuous gain of both of new products and existing products. And I would highlight that in coatings we are more than HSC. We provide a battery of products that include surfactants that are very good for low VOC formulations.

So yes, we continue to expect to see growth in China as we gain market share both by the introduction of water-based products but even in the water-based products lower VOCs and we are seeing that already in our results and we expect to continue to see that..

Okay. Very good, Luis and then final question on adhesive, that business continues to do very well for you. My understanding is it's mostly construction related and mostly US-based.

So can you talk about whether or not you are gaining share or whether you are reflective of the market performance overall for construction in North America or is it something outside of construction that's driving your adhesive sales?.

Yeah. It's both. I mean, the North American market overall has been a good market for us. Our adhesive business, we continue again to gain some share but it is a combination of markets. Yes, it has some construction in it, it has some automotive in it, which has been good in North America.

But also has a fair amount of packaging for consumer goods and that also has been very good both in terms of labels as well as flexible packaging.

So in that regard being a North American based business where the one economy that continues to do well is North America, we are seeing the benefits of those and our ability to continue to grow with new products with our customers..

Got it. Thank you Luis. That's all I have..

Thank you, Dmitry..

And our next question comes from the line of Jim Sheehan from SunTrust. Your line is now open..

Thank you, on your free cash flow target, the reduction in the free cash flow you were expecting for the full-year, you broke out some of the – you talked about different elements of that, could you just discuss in percentage terms how much of that is attributable to lower earnings expectations for the year?.

No, Jim we really can't break that out..

On your ASI, your SG&A costs that you expect, you talked about cutting some SG&A, what is the cadence of cost savings that you expect to generate from that program?.

We'd expect full run rate in 18 to 24 months, and not unlike what we've done in the past. We will update each quarter in terms of, number one, what our expectations of the overall quantum continue to be and, number two, what kind of, run rate activity that we are seeing..

Just wanted to make a one difference, here.

I mean, obviously we've been very cautious on our spending on ASI but the saving of revenues related even though will continue to be cautious and conscious in the case of ASI, a lot of these reductions are coming from the infrastructure to serve as a business as we separate into two companies and we can focus the services that are provided within the back office to the benefit of the chemical business.

So the vast majority of these savings are happening not on the commercial end, not on the innovation end, where as Bill said we continue to invest in certain areas to make sure that we deliver the growth that is needed..

Great, and on the sunscreen topic you've got a great product that you have working well outside the U.S. You haven't gotten FDA approval to introduce it in the U.S.

yet, Escalol could you give us an update on when you expect to get that product approved?.

That is the biggest question I have and we continue to work as hard as possible with the FDA to make sure that our product is approved. That is the one clearly differentiated product that is working for us very well.

And I just wish that I could give you a date other than the industry not only us, the melanoma society a lot of people are working to make sure that the FDA approves what are better products for sunscreens, but unfortunately I cannot give you a date because it is just been – just work in progress..

It is driven by the government..

Thank you, very much..

And this concludes the Q&A session for today. I would like to turn the call back over to management for any further remarks..

Ronnie, thank you all for your time this morning, and for your interest in Ashland. Hope everyone has a great day..

Ladies and gentlemen thank you for participating in today's conference. This concludes today's program. You may all disconnect. Everyone have a wonderful day..