Seth A. Mrozek - Ashland Global Holdings, Inc. William A. Wulfsohn - Ashland Global Holdings, Inc. J. Kevin Willis - Ashland Global Holdings, Inc..

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

Zekauskas - JPMorgan Securities LLC Peter Osterland - SunTrust Robinson Humphrey, Inc. John P. McNulty - BMO Capital Markets (United States) Dmitry Silversteyn - Longbow Research LLC.

Good morning ladies and gentlemen, and welcome to Ashland Global Holdings Inc. Third Quarter Earnings 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 call is being recorded.

I would now like to turn the conference over to your host, Seth Mrozek, Director of Investor Relations..

Thank you, Emily. Good morning, everyone, and welcome to Ashland's third quarter fiscal 2018 earnings conference call and webcast. My name is Seth Mrozek, Director, Ashland Investor Relations.

Joining me on the call today are Bill Wulfsohn, Ashland's Chairman and Chief Executive Officer; and Kevin Willis, Senior Vice President and Chief Financial Officer. We released preliminary results for the quarter ended June 30, 2018 shortly after 5:00 p.m. Eastern Time, yesterday, July 31.

In addition, we posted slides to our website, ashland.com, under the Investor Relations section and have furnished each of these documents to the SEC in a Form 8-K. As a reminder, some of the matters discussed today and included in our presentations may 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 we cannot assure that such expectations will be achieved. Please also note that we will be discussing adjusted results during this call. We believe this enhances understanding of our performance by more accurately reflecting our ongoing business.

With that, I will turn the call over to Bill.

Bill?.

Good morning everyone, and thank you for calling into Ashland's third quarter fiscal year 2018 earnings call. During the quarter, the Ashland team took important step forwards on our path to becoming, the premier specialty chemicals company. First and foremost, we are delivering on the financial objectives we laid out during last year's Investor Day.

Secondly, we have made great progress in our efforts to create a leaner, more cost competitive, growth-oriented specialty chemicals organization. Finally, we took many actions to stay on track with our intended sale of the composites business and the BDO facility in Marl, Germany.

During today's call, we will provide you with an update on these three key topics. The common theme is that we are progressing rapidly to deliver on the strategic plans we outlined at Ashland's Investor Day conference last year. So, let's move into the first topic which is delivering on the fiscal year 2018 to 2021 performance targets.

As you will recall, during last year's Investor Day, we outlined three core financial deliverables. The first was to increase Specialty Ingredients EBITDA margins to 25% to 27% of sales. The second was to grow EPS by at least a compounded annual growth rate of 15% per year. And the third was to generate a $1 billion of cumulative free cash flow.

So, beginning with the first, to increase ASI's adjusted EBITDA margin to 25% to 27%, we have focused on four key areas. The first is to deliver GDP plus organic ASI revenue growth. To this end, we have revitalized our commercial teams by implementing new tools to track share shift and price to value.

We've also changed our sales incentive program from a team-based gross profit dollar metric to one that ties directly to an individual's mix, share shift, pricing and plant absorption targets.

With these and other actions taking hold, Specialty Ingredients has delivered on a year-to-date basis 13% year-over-year sales, or 4% excluding acquisitions and currency.

Second, to improve our gross profit margins, we have redesigned our innovation program by aligning resources closer to the business unit and by leveraging our core technologies to provide rapid solutions to our customer's problems.

For example in the quarter, we are seeing strong impact from increased sales of new biofunctional ingredients for enhanced skincare applications. We are also leveraging the combined Ashland and Pharmachem organizations to drive innovation.

For example, we've recently helped a Pharmachem customer, who has experienced tablet performance issue by introducing our leading tablet film coating and excipient technologies to solve the customer's problem, which also led to additional business gains.

We have also developed tools and engaged enterprise-wide initiatives to price through raw material inflation. As I just mentioned, delivering in this area is a core part of our sales team's new incentive system. Note that on a year-to-date basis, ASI has experienced approximately $25 million of year-over-year raw material inflation.

In this context, we have focused on the combination of improving mix and aggressively raising prices. Finally, we have put in place a comprehensive asset utilization program. Key actions in this area include expanding Klucel capacity, while also achieving key product approvals.

As a result, we have seen strong growth in pharma with sales climbing 12% in the third quarter and 11% year-to-date. We have also completed a significant debottlenecking project at our HEC plant in Nanjing. China is contributing to our mid-single-digit growth in our coatings business this year.

The results of these efforts are beginning to show their potential as we realized 190-basis-point improvement in the ASI's gross profit as a percent of sales in Q3. Thirdly, we are committed to lowering SG&A as a percentage of sales. In total, in Q3, ASI's SG&A as a percent of sales was down 70 basis points on an adjusted basis.

I will speak more specifically to our SG&A fixed cost reduction efforts in a moment. And finally, we are leveraging Pharmachem to accelerate our margin expansion. Since the acquisition, we have focused on leaning out the cost structure of the organization and targeting a more differentiated mix.

On a contribution basis before corporate allocations, the business delivered over $16 million of adjusted EBITDA with margins of roughly 30%. This is a strong indication that our Pharmachem strategy is taking hold.

As a result of these four efforts, Specialty Ingredients EBITDA margins were up to 210 basis points year-over-year in the quarter to 24.3%, and approximately 70 basis points on a year-to-date basis. Our second core investor financial deliverable is to grow EPS by 15% or more annually.

To this end, in the third quarter adjusted EPS increased 36%, and on a year-to-date, adjusted EPS is up 57%. The third core Investor Day financial deliverable is to generate over $1 billion of free cash flow during the planning period. We remain on-track to deliver our first installment of this goal in fiscal year 2018.

We have reduced our debt levels substantially this fiscal year, and intend to lower it going forward. Kevin will get into more detail on this topic later in the call. So in summary, we are making significant progress towards delivering on our Investor Day financial deliverables.

Moving to my second topic, we are also making great progress towards creating a leaner, more customer-centric, growth-oriented and competitive company. Throughout the Ashland transformation journey, the team has successfully managed multiple cost structure initiatives.

Over the last 10 years, the team has executed on seven restructuring programs, reducing the head count by approximately 3,200 people, or roughly half of our current organization side – size, and delivered more than $750 million of savings in the process.

That said, as we stated last quarter, with the likely sale of Composites and the Marl BDO facility and with organic ASI sales momentum growing, we believe that now is the time to engage in another aggressive cost reduction effort.

In the earnings materials posted last night to the Investor Relations portion of our website, we provided important details about our plans and timing to achieve our cost and margin objectives. Our accountabilities are clear.

We will eliminate or transfer $70 million of otherwise stranded costs related to the intended sale of the Composites business and the Marl BDO facility. To achieve this objective, we will need to eliminate approximately 25% of the costs currently distributed to the segments.

In addition, to accelerate Specialty Ingredients' path to achieve its targeted 25% to 27% EBITDA margins, we will eliminate at least $50 million, or 200 basis points, of direct segment costs. Note that after this effort, excluding the amortization and based upon our current sales levels, Specialty Ingredients SG&A would be approximately 16% of sales.

But equally as important, our objective in this effort is to create a leaner, more responsive, customer-centric organization which will enable Ashland to sustain and accelerate its growth. As for the pace and scope of change, we outlined important details in the previously referenced slide deck.

In addition, there are several key points I'd like to highlight. We have engaged Bain to help us accelerate the timing and impact of our redesign.

We are evaluating all areas of Ashland's operations, including every lab, every office, every plant, every role, every product line, and we have established specific targets for those areas with clear owners and accountability.

Thus far, we've identified $20 million in annualized run rate savings to be put in place by the end of the September quarter. Furthermore, we have a defined path to achieve an additional $30 million in run rate savings by the end of December 2018, bringing the total annualized run rate to $50 million by the end of calendar 2018.

Finally, we expect the full redesign plan to achieve at least $120 million to be completed and ready for implementation beginning in early November. We are moving quickly where possible and have made some key decisions. We'll be closing our administration – or administrative office in Lexington, Kentucky.

In addition, we will be relocating our corporate headquarters from Covington, Kentucky to Wilmington, Delaware and significantly downsizing the Covington office. Just today, we announced a significant scaling down of operations in Specialty Ingredients at our Columbus operation.

And also we have launched a voluntary severance opportunity program which will impact much of the North American organization and will be completed this August. At the same time, we are taking a thoughtful approach towards redesigning our organization to achieve our cost reduction objectives while enhancing our ability to grow faster.

That said, all redesign plans are expected to be fully designed and ready for implementation by early November. Before leaving the subject, just a couple of final points. Note that a portion of these run rate savings will accrue to Specialty Ingredients.

Initially, those savings will be the result of actions taken within the business as much of the corporate reductions will go to offset stranded costs related to the expected sale of Composites and the Marl BDO facility. Also, we will update you each quarter on our progress.

And to better align management's fiscal year 2019 incentive compensation with our objectives, we will create a direct tie to this cost reduction effort. And finally, we believe $120 million is an aggressive but achievable cost reduction target, and at the same time, we have challenged our team to identify further cost-out opportunities.

Now moving to our portfolio evolution, it is clear that we are committed to becoming the premier specialty chemicals company. So much work has been done in this area.

We have exited low margin and non-strategic markets such as Valvoline, the Tianpu joint venture, water treatment, elastomers, biocides, and at the same time, we have made target acquisitions to complement our Specialty portfolio including Pharmachem, Zeta Fraction and bioabsorbable for injectable excipients.

In addition, in the process we have returned approximately $2 billion to shareholders and are focused on strengthening our balance sheet as Kevin will discuss shortly. Now we are focused on the sale of Composites and the Marl BDO facility.

With the sale of the Marl BDO facility, we will deliver on another Investor Day goal by reducing our exposure to the commodity, I&S merchant market by roughly 60%. As a result of these actions, we are approaching the point where Specialty Ingredients will become essentially the totality of our business going forward.

So in summary, this is a critical time for Ashland, financially and in terms of driving actions to build growth momentum, lower SG&A and improve our portfolio and balance sheet position. And as you can see from our Q3 results and our actions, the team is delivering.

I will now turn the call over to Kevin to speak to additional details regarding the quarter and our strategic initiatives..

Thank you, Bill, and good morning, everyone. Adjusted EBITDA on the quarter was $189 million, up 17% from the year ago period. In the quarter, we reported GAAP earnings from continuing operations of $0.56 per diluted share.

On an adjusted basis, we reported income from continuing operations of $1.13 per diluted share, compared to $0.83 in the prior year. This compares to our outlook at the beginning of the quarter of $0.95 to $1.05 per diluted share. Free cash flow during the third quarter was $88 million, compared to $80 million in the prior year.

These amounts include $8 million in restructuring costs in the second quarter of fiscal 2018, and $21 million of restructuring in the year ago period. Our effective tax rate for the third quarter after adjusting for key items was 14%, compared to 11% in the prior year period.

We continue to expect our effective tax rate for the full year to be in the range of 13% to 17%. In any given quarter, the rate can fluctuate based primarily upon income mix and discrete tax items. Our outlook for the fourth quarter assumes an effective tax rate of approximately 19%.

Assuming our effective tax rate in the fourth quarter is 19%, the full year effective tax rate would be approximately 15% or the middle of our range. Now, for an update on the sale process for Composites and Marl. We are pleased with the progress thus far. Books were distributed in July.

Management presentations with interested buyers are currently under way. We anticipate that at the time of the sale, we will transfer approximately $150 million of EBITDA to the new owner, and we continue to be on-track to have an agreement signed by late this calendar year. We will provide additional updates on the sale process as appropriate.

We've made excellent progress reducing our leverage since the Pharmachem acquisition last May. During the first nine months of this year, we have reduced our gross debt to EBITDA leverage by about a turn to 3.8 times. During the third quarter, we retired $106 million of floating rate debt.

At this time, as we see rising interest rates, we believe that it's appropriate to further reduce our leverage.

Our new target for gross debt to EBITDA leverage following the planned Composites and Marl divestiture was about 2.5 times, which we will achieve through a combination of EBITDA growth and debt reduction leveraging the proceeds from the Composites and Marl divestiture.

Bill provided quite a lot of detail about our plans to reduce cost, as well as what we have done historically. And there's more detail in the slide deck that he referenced. Just for perspective, during the transformation, annual SG&A peaked at just over $1.5 billion per year.

Once the $120 million program is complete, total Ashland SG&A is expected to be approximately $520 million, representing a decrease of just over $1 billion from the peak inclusive of SG&A we have acquired and transferred throughout the course of the transformation.

We're confident the $120 million cost out program is achievable, and will ultimately make us a stronger company and we are committed to getting this done.

Turning back briefly to the outlook for the remainder of this year, we are again raising our adjusted earnings guidance for fiscal 2018 to a range of $3.50 to $3.60 per share based on the strong results in the third quarter and our outlook for Q4.

For the fourth quarter, we expect adjusted earnings in the range of $0.90 to $1 per diluted share, compared to $0.78 per share in the prior year period, and which assumes an effective tax rate of approximately 19% for the quarter. We also reiterated our outlook for free cash flow in fiscal 2018.

Note that the outlook of more than $170 million includes approximately $50 million separation and restructuring related costs that we expect to incur for the full year. As we communicated at our May 2017 Investor Day, our free cash flow objectives are before any separation or restructuring related costs. Now I'll turn the call back over to Bill..

Thank you, Kevin. We are excited by the strengthening momentum in our core business, and believe that our continued actions will accelerate our journey to becoming the premier specialty chemicals company. With that, I will turn the call over to the operator to take your questions..

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

Hi. Good morning..

Good morning, Mike..

Good morning, Mike..

We appreciate the detailed breakdown that you guys provided on slide 10 of the deck there, with the SG&A cost.

Just wondering, if there are some opportunities within the distributed costs beyond the $70 million that you've called out for Composites and I&S? I'm wondering, if there's an opportunity to work down some of that $162 million for ASI, or the $50 million worth of legacy on allocated costs?.

Certainly, we have challenged our team to look at avenues to drive for further cost savings. And we see opportunities ultimately that could help us achieve a larger number, but the program that we have put forward has a very specific timeframe associated with it.

So the costs we've identified, or the targets we have set, are really related to that period. And some of the additional costs that we may be able to take out over time may require more structural work than we can complete in this period of time. So, we've challenged the team and we think there ultimately is a path.

But we do believe that these are objectives – are aggressive and achievable targets within the timeframe that we have laid out..

Yeah, Mike, ultimately this is a process that in effect never really ends. I mean you have programs along the way. And it's certainly our objective to make the company as competitive as possible. And we've laid out these objectives I think pretty, pretty clearly.

Probably one thing worth noting is, we would expect – and this is a trailing 12 number based on June 30. We would actually expect the corporate and allocated to come in squarely within the range that we've put out there. So, that number we would expect in total to come down and total SG&A to be closer to $700 million for the full fiscal 2018 year.

Like Bill said, we're going to continue after this. I mean, it does get more difficult as you get smaller. But, you just have to be more thoughtful about things. And so, clearly we're going to continue to do that..

All right. I appreciate that.

And then just a quick question on Pharmachem, the $56 million in revenue that you reported this quarter, can you help us frame up whether that's growing on an organic basis compared to last year? And if not, what is causing the weakness, and maybe what actions are you taking to help get the growth moving in the right direction there?.

Yeah. So, first of all, the sales we have focused very hard from the time that we acquired the business, looking through the mix of activities, the mix of business and really tried to focus the organization on those areas which are more differentiated. And with that, there are some portions of the business that we have chosen to exit.

That being said, we see sales momentum in the business growing and at the type of targeted margins that we believe are appropriate for this type of business. And, we are also leveraging some of the existing and available capacity actually to support our broader growth within the core Ashland business.

So, we've done this specifically, if you will, to drive to a particular mix. You see it in the margins, the EBITDA margins that I referenced before. And we now see that this is a great place for us to grow from in terms of revenue..

And Mike, the thing I would add to that is that the way we're reporting this out, this is strictly sales dollars going through the legacy Pharmachem systems.

Bill mentioned a specific item and his comments about a customer that we worked with because they were having tablet issues, and we basically pushed through our film coating and our excipient products which come out of Ashland's pharma business. Those revenues would actually be reported as part of our pharma sales.

And so, we've really bifurcated this when in fact there are commercial synergies that are taking place within the business that aren't as transparent, frankly. But we do have those teams working very closely together, and that's part of what's helping leverage a better mix and improve margin in that business overall..

All right. Thanks very much..

Sure..

Our next question comes from the line of Christopher Parking (sic) [Parkinson] from Credit Suisse. Your line is open..

Great. Thank you. Can you just comment on what innings you're in regarding the Benecel product shift in Belgium, and also where exactly you stand on meeting specs for Klucel out of Hopewell, Virginia? Just trying to get a sense of where you stand now and where you plan to be next year.

And also, on the personal care side, can you just quickly parse out what you're seeing across skin, hair and oral? Thank you..

So, to begin with on the pharma side, in the Benecel and Klucel, as you'll recall and you followed, we had a major debottlenecking effort which was very successful last year, and that has really given us the upside capacity to pursue significant growth opportunities.

You see that represented now in our sales, and essentially our commercial team is unconstrained. We have a number of grades of materials in the Klucel area and we have gotten a majority of those approved for production and sales. And what we're seeing in that area is that as we increase our production, demand is following closely behind it.

So I think we'll be very effectively utilizing that capacity. And I think it's actually something which will be an opportunity for the future in terms of optimizing that mix and looking for further debottlenecking operations in that area. In the consumer area, you really have quite a mix.

As you know, we have such a large number of products and large number of customers. Lots of things are moving around. We're excited about some of the new products introductions that we have. FiberHance bm is being used now in more and more hair care applications. Biofunctional applications are being used in the skin care area.

So it's hard to say specifically, if you will, the specific trends by area, but in general, we are seeing I think some really nice development of our focus on innovation and helping to drive our overall consumer sales, and you see that in our results..

Great.

And just very quickly from a strategic perspective, across the ASI portfolio, can you just further discuss your ongoing price discipline efforts, certainly in the context of rising raw materials? And just whether or not you're still walking away from certain businesses, low-priced contracts? I mean, it sounds like you are, but can you just – we just want to get a sense of just viewing price-cost on a sub-segment basis as we head into fiscal year 2019.

Thank you..

Yeah. Certainly that's a great question, and we have seen, as I referenced before, about $25 million of inflation. And really, each quarter we've continued to see inflation rise and we've challenged the teams to go out and push through price, which I think they've done on a very effective basis across the great majority of our product lines.

And a key part of that, and this is why sometimes we put the two together, is when we're negotiating with customers, we push for price. And at the same time, we push for a more optimal mix which has a greater profit contribution, and that ends up being, if you will, a win-win for both the customer and for Ashland.

So we have some areas of our business, some purchase for resale products and some other areas which we've talked about in the past where, frankly, we move the price or we walk away from the business. But that's a pretty small percentage of our overall company right now..

Thank you..

Our next question comes from the line of Mike Sison from KeyBanc. Your line is open..

Hey, guys. Nice quarter..

Thanks, Mike..

Thank you..

In terms of ASI, thinking about each of the end markets, can you maybe talk about the momentum for organic growth heading into 2019? And I know it's a little bit early to give guidance, but just curious, when you think about the growth this year, it's been really good.

Do you think that growth can to some degree continue next year?.

Well, that's certainly our objective is to continue the growth, and in a marketplace which is we'll say globally relatively healthy, we do anticipate to grow.

As I mentioned before, because we have such a broad range of products in such a broad range of markets, there's going to be areas which we'll see lots of growth like we've seen this year in pharma, and we expect to continue. There'll be other areas that will grow at a more nominal rate like we've seen also this year.

So in the aggregate, we certainly see ourselves continuing to grow. And by the time we have our next earnings call, I think we'll be giving you a better perspective on what we see in terms of sales and earnings for the next fiscal year..

Great. And then just wanted to dig in real quick on the distributor costs for ASI.

Can you maybe help us understand what's in that, is that or is there a lot of just IT, back office, corporate, just maybe help us understand what those are?.

Sure. Sure. Mike. Well, a couple of things just to put some clarity around that. Total allocated costs for fiscal 2018 are expected to be around $230 million. And those costs are distributed based upon effectively budgeted sales levels, that's where those numbers come from.

And yes, that $160-ish million distributed to ASI would include effectively all support costs related to the business; finance, IT, HR, legal, real estate, the executive team, pretty much. We run a pretty much full allocation model of thing with regard to things that would relate to running and operating the business.

We capture those in a central way, and then we distribute them out. A lot of companies do this in a variety of ways. We've looked at a lot of different organizations. Some don't distribute any. Some distribute a 100%. Most are somewhere in the middle. And this is the model that we've used for a long, long time.

And it's consistent and has remained consistent. So, but yeah, it pretty much includes everything to support the business..

Great. Thank you..

Sure..

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

Yeah. Sorry about that. I was on mute.

How much did margins benefit year-over-year from having a full quarter of Pharmachem this year versus a partial quarter last year?.

Are you referring to margins or contribution?.

Yeah.

Your margin percent, Pharmachem was above average, right?.

Right. Well we could – we need to take a quick look at that because of the relative sales that we have and the sales mix at 30% versus the overall average. Clearly, it was accretive to our margins just trying to get a little bit of a perspective here. I think the....

Yeah. John, it would have been a few tenths. The vast majority of the improvement is coming from the overall, kind of, call it the base ASI business that's just frankly operating better with better mix and better overall margins, plus somewhat lower cost structure on an overall basis. So, it really comes down mostly to that.

Certainly, Pharmachem helped with a 30% EBITDA margin for that $55 million of revenue, $56 million. But if you look at overall sales north of $600 million, while it's – while it helps and it's a tailwind, it certainly has taken the overall business to really drive that improvement..

Okay.

And then, on slide 6 with all of the different product lines within Specialty Ingredients, after you complete the divestments, do you see them as similar enough in margins to report earnings for just one segment for new Ashland? And I asked that because I think ISP actually used to report a couple of different segments within their Specialty Ingredients business before you acquired it..

Yeah. John, it's a good question. We talked before about segmentation, and that's a topic that we're still, I would say, analyzing internally and how to best portray the business going forward. We understand the desire for more transparency within the business, and that's – we're very cognizant of that, we're very sensitive to that.

And certainly, that will come into play. I think the way to think about it is, as we're going down this path toward a likely divestiture of the Composites and Marl business. That will all come into play as we think about how to appropriately report out the business that remains after those are gone..

Okay. Thank you..

Sure..

Our next question comes from the line of Laurence Alexander from Jefferies. Your line is open..

Good morning. Two quick clarifications.

On the distributed cost, is there anything about what you have in there that makes comparing it as a percentage of sales to other companies of SG&A footprints sort of inappropriate? Is there anything structurally different because of the way Ashland was put together through so many acquisitions and divestitures? And secondly, on the 15% target that you mentioned earlier.

Just to be clear, given how this year is shaping up that is a target where it resets every year with at least to 15% each year from however well you do. And you're not giving back any ground based on the fact that you're going to be paying down more debts and having less cash available for buybacks.

Is that the right way to interpret the comments?.

I think to your second question that's probably right. I think, for sure the divestiture will be somewhat diluted but it's our objective through – through managing our balance sheet, as well as the cost take out to eliminate and frankly improve upon that dilution as much as possible as quickly as possible.

So that's how we're thinking about – that's how we're thinking about that. And when you look at the distributed costs, I think, if you look at the business direct and the distributed there's probably not much in there that wouldn't be "normal" for a lot of companies to have. Just keep in mind, all of that – we look at those holistically.

We look at them together, so for ASI today, that number would be, addressable cost, it would be $430 million. So, that's how we think about that. It's really one big bucket that has to be managed.

What we do have, and that's why we called it out separately, we've talked about it before, but the $91 million of deal amortization that today runs through SG&A is very different than most companies you would compare us to. And you really have to set that aside. There's nothing we can do to really deal with that number.

That's the number that's just going to run through the P&L until it doesn't and it's got a pretty long tail. One of the ways we address that in the quarterly earnings materials is we actually call out what the adjusted EPS would have been, were it not for that, to give people a better indication. But that's the only one that really stands out.

That's pretty large compared to about anybody you would compare us to, just based on all the transactions that we've done..

Fair enough. Thanks..

Sure..

Our next question comes from the line of David Begleiter from Deutsche Bank. Your line is open..

Thank you. Good morning..

Hi, David..

Good morning..

Bill and Kevin, back to slide 10 on the distributed cost, do you have a rough breakdown at least by percentage of the cost by function? I know it can't be exact, but just is it – to have 15% financed, 25% real estate, anything like that would be helpful?.

Certainly that is something that we have looked at and we have assessed and we've worked to understand what is optimal for our business profile and what we think are appropriate benchmarks, so that's something that we have a clear eye on.

And it's part of what we've used to set some of the we'll say immediate near-term targets that we have for the respective functions. But, we don't have that information to disclose at this point in time in this document..

Just to give you a little bit of insight into process. Bill mentioned that we've hired Bain to help us with this. And they and others of course have benchmarks that you have to work through those in terms of how they may apply to the size, scope, scale and complexity of your own business.

But, for sure, part of what we're doing with all of this is first objective is to at a minimum take care of the stranded cost, that $70 million, that's the first thing and foremost thing that we have to do. So that's what's looming most urgently on the horizon, that's what we're focused on.

You go beyond that it really becomes as Bill mentioned an exercise in focusing on how we can continue to lean out business and do that in a thoughtful way. But also – yeah but also be as aggressive about that as we can, and that's certainly what we're going to do.

And so, yes we – by function, we've looked at benchmarks, we know where we stand generally speaking, we know where some of our opportunities are and we're definitely focused on achieving those. And that's true, frankly both in the distributed cost piece, as well as the business direct piece..

Understood. And Kevin, just on the ASI EBITDA maybe the bridge from 2018 to 2019, just without being precise, if we take this years' midpoint of $575 million layer-in cost-savings, layer-in evolving growth, layer-in asset leverage operating leverage.

How should we think about potentially ASI EBITDA for next year without being precise given the early nature of this question?.

Sure, sure. I think – one of the things we've committed to is hard dollar savings of $20 million flowing through ASI's numbers and 2019. So, in addition to the stranded cost reductions that we're taking, we expect $20 million of cost-out over the course of the year to accrue to ASI's earnings. So, there's that piece.

Beyond that, again, taking the $575 million midpoint, we would expect the business – we would expect the business and would think you would – to grow from an EBITDA perspective, mid-single digits.

And I think that one of the things we have to keep in mind is that would imply EBIT growth of high-single to low-double digit given that the DA number is pretty fixed and frankly pretty large. So yeah, that's the way we think about the business. That's the way we talk about the business internally with the team, is this is a specialty business.

It needs to grow like a specialty business and we've put up a couple of pretty good quarters around that. And the objective would be to continue to do that..

Thank you very much..

Sure..

Our next question comes from the line of Jeff Zekauskas from JPMorgan. Your line is open..

Thanks very much. In your press release, you talk about strong volumes in Specialty Ingredients, but actually the volumes as you state them are down, that is, you're at 83,000 tons versus something close to 84,000 tons last year.

And you acquired Pharmachem in the middle of the quarter last year, and so those tons should probably offset the loss to JV China tons.

So, is that the case? Is your volume roughly zero for the quarter in Specialty Ingredients?.

No, the Pharmachem acquisition – frankly, the Pharmachem volumes are a fraction of the Tianpu JV volumes. Tianpu JV was a construction business and industrial business with a fair bit of volume in it. And so, yeah, it's – there's really no comparison between the two.

I mean, overall volumes for the year in what we would call the base ASI business are up kind of low-single digits. And the Tianpu divestiture, which we're about flat, it does mute that, it does mute that progress that we've made. So, that's the best way to think about that..

So you've been providing volume data for five years, and you've never had a sequential volume decrease in the third quarter over the past five years. It seems different.

Second is there's the $37 million life insurance payment on your funds flow statement? What's that?.

That's retiring some company-owned life insurance that was borrowed against. It's basically an interest rate arbitrage opportunity..

And is there an EPS effect to that?.

Very, very small. It's probably $1 million pre-tax, (00:44:45)..

Okay. Great. Thank you so much..

Our next question comes from the line of Jim Sheehan from SunTrust. Your line is open..

Good morning. This is Pete on for Jim..

Good morning, Pete..

Assuming the planned divestitures go through by the end of 2018, what is your M&A strategy in fiscal 2019 and beyond, and how do you balance that with your target for leverage?.

First of all, clearly, we have a very aggressive profile of activities that we need to complete separating and supporting ultimately the Composites business through its transition, working to reduce the cost that we've identified, and also sustained growth in the core business.

I would say that that makes our strong priority focused on, if you will, internal opportunities and actions. And as Kevin mentioned, it would be our desire to deleverage. We think that that's a good thing for the company in general, as well as a good thing to do at this point in time.

So, there may be opportunities for bolt-ons of some type that will enhance our technology base, but really our priority is on executing the agenda that we've put forward..

Thank you..

Yeah..

And an example of that strategy is earlier this year, we bought a very small, paid a very small amount for some injectable excipient technology that we're rolling into our pharma business as part of our overall excipients portfolio. That's the sort of thing that we'd be looking at.

We've got plenty of opportunity within the business as it exists today. And certainly, the team is focused on tapping into all those opportunities as we go forward..

Our next question comes from the line of John McNulty from BMO Capital Markets. Your line is open..

Yeah. Good morning. Thanks for taking my question. I guess the first....

Good morning..

Good morning..

Good morning. The first area I wanted to just touch on, on the cash flow side, I guess maybe two things tied to that.

The first is of the $170-plus million that you're looking for in in 2018, can you give us a ballpark for what the asset divestitures that you're looking contribute to that so we can kind of think about what the true cash flow rate is as we're looking at 2019 going forward? And then, I guess, also on the cash flow front, you highlighted a lot of opportunities for cost reduction.

Do you see anything in terms of some of the early work that you're doing that might point to working capital improvements and how you might be able to unlock some cash that way?.

Yeah. To your first question, it's really zero. So, it's not impacting that cash flow number. And secondly, as it relates to working capital, clearly this is another frontier for us and we are focusing more energy on that now.

That's important because it can help to drive of course continued cash flow growth, but also as we look at certain capital projects which will enable us to not only expand, but in certain instances, consolidate operations. We committed during our Investor Day to having 6.5% of our sales between changes in working capital and CapEx.

And so, we're clearly focusing more and more energy on the working capital side..

Got it. And actually on the first part of that, I think maybe I wasn't clear.

So, of the – if you get $170 million, $175 million, how much this year are Composites and I&S contributing to that, not their sale, but the – I would imagine they're generating a reasonable amount of free cash right now?.

Okay. Got it. Got it. Okay.

Kevin?.

Yeah. It's probably $50 million to $75 million. The Marl plant is fairly capital-intensive, so it wouldn't generate as much free cash. Composites, is much lighter on the CapEx front, so it's in the neighborhood of $50 million to $75 million. So, ultimately, we're going to have to replace that through growth in the business and a stronger balance sheet..

Got it, great.

And then just as a follow up, on the pricing versus raw materials equation in ASI, I guess, as – have you caught up at this point? And I guess how should we be thinking about the momentum as you're going into 2019? If you've got a flat raw material environment, is there more lift that we should be thinking about in 2019? I guess, how should we be thinking about that at this point?.

Yeah. We were able to cover, I will say, essentially all the raw material inflation we had realized up to the beginning of our quarter. We saw some incremental raw material inflation which then we took actions on in the quarter to further offset.

So, there's been kind of a one quarter timing to absorb the raw material inflation and get it out in front of customers, make sure that we deal with that. So, we're staying on top of it. It's still a dynamic raw material environment, but it's our commitment to make sure we price through raw material inflation..

Got it. Perfect. Thanks very much..

Our last question comes from the line of Dmitry Silversteyn from Longbow Research. Your line is open..

Yes. Thank you for taking my call. I'd just like to follow-up on the last question. You talked about $25 million in raw material headwind. I'm not sure if it was for the company overall or for ASI specifically, but....

That's ASI..

...if you just look at ASI, that's basically just over 1% of your sales. I'm assuming you've got more than 1% in price in aggregate on ASI year-to-date. So, would it be fair to say that you're through recapturing raw material pressures and now we're working on restoring margin.

Or am I wrong in my analysis?.

When – first of all, the $25 million is correct, and we're referencing that relative to ASI. We have obviously focused on a number of levers and have been able to drive improved margins by really leveraging all of those. As I just mentioned, with raw material prices continuing to go up, we've priced our way through those items that have come in.

As new items come in, we've put new challenges before our team. And as I also mentioned earlier, when we're negotiating with customers and working through issues, what we do is we focus on the price equation. But we also focus on areas where we can get enhanced margin through mix to enhance our gross profit dollars as well as percent.

Even in inflationary environment. So, that's really been the core strategy. And it's our intention to continue to price through raw material inflation. It's been continually growing throughout the year. And we've been working continually to offset it.

The gap keeps narrowing as the kind of pace of raw material price increases has slowed down substantially..

Okay.

And then just as a follow-up, the reasons for relocating to Wilmington as far as your headquarters are concerned, I mean, is it going to be just a sort of paper relocation or a physical relocation? And if the latter, sort of what's the reason for that other than cost savings, I guess, is it the anti-takeover protection that the Delaware registrations offer? Is it lower taxes? I mean, how are you looking at that HQ move physical versus paper and then the reasons for it?.

So, Kevin has a comment here, and I'll turn it over to him in a second. But I just like to go back to what we've said that, yes, in fact, we are focused on reducing our costs, and, yes, as we reduce our footprint, that not only reduces, if you will, our cost associated with having multiple operations.

But more important, our goal is to drive greater cohesion between our team to make more rapid decision making, to really work in a central location where we can drive actions that can help us to grow the business and do so in a more cost-efficient manner, and that is the core objective of our activity.

So, Kevin, I don't know if there was something else you wanted to add..

Sure. Just around the incorporation piece, when we did the Valvoline transaction, we actually reincorporated the company in Delaware. So, we've been a Delaware corporation for a couple of years, give or take. And in terms of the headquarters piece, as you'll recall, we did the Hercules acquisition just almost 10 years ago.

That's where Hercules was headquartered. We have a pretty large presence there from a commercial supply chain, R&D, and to an extent, back-office perspective, although we have a lot more back-office in Dublin, Ohio today. And so, that's – these are all drivers in addition to cost..

Okay. All right. Thank you, Kevin..

Sure..

I would just mention....

I am showing no further – my apologies..

I was just going to add on to Kevin's comments. I would just say that as it relates to Covington, and I think that's also indicative of the fact that we really are looking at everything we do, every location that we operate, we are not holding certain parts of what we do or where we do it as special outside.

We are taking a fundamental look at what's the best way to operate the company going forward. And obviously, Covington is an important part of what we do today and what we've done in the past. So, that's a – I think it's an important signal also in our commitment to focus on real change in the company..

And I'm showing no further questions at this time. I will turn the call back over to Mr. Mrozek..

Thank you, Emily. Thank you all for your time today. And thank you for your interest in Ashland. Have a great day..

Ladies and gentlemen, this concludes today's conference. Thank you for participating, and have a wonderful day. You may all disconnect..