VIChallenge ASH DanielLawrence
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Transcript of VIChallenge ASH DanielLawrence
2013 Value Investing Challenge Finalist
Long on AshLAnd (Ash:Us) By Daniel Lawrence, Elmrox Investment Group
C H A L L E N G EBROUGHT TO YOU BY FACTSET
2nd Annual Value Investing Challenge Winners
Travis CockeSouthpaw Capital
Travis Cocke has over seven years of public market investment experience including one year as a portfolio manager with complete investment discretion for a portion of the public equity portfolio of a family office. Prior to co−founding Southpaw Capital LLC, he was a Portfolio Manager at Farney Management Corp., and Analyst at Ascendant Advisors LLC. Mr. Cocke joined Ascendant in 2009 as a generalist research analyst. Mr. Cocke also interned at the Texas Teachers Retirement System, a $100 billion public pension fund, in the summer of 2008, and interned at Omega Advisors, a $6+ billion long/short fund based in NYC. Mr. Cocke received a BBA in Finance from Texas A&M University.
daniel W. Lawrence Elmrox Investment Group
Daniel W. Lawrence is Managing Partner and Founder of Elmrox Investment Group (EIG). EIG is an investment partnership focused on capital preservation and superior risk-adjusted returns that looks for highly idiosyncratic, asymmetric opportunities using a concentrated approach over a multi-year horizon. Prior to founding Elmrox Investment Group in 2013, Mr. Lawrence was a Managing Director and co-founder of Talara Capital Management. Previously, Mr. Lawrence was a Senior Analyst at Citadel Investment Group. Mr. Lawrence began his career as an investment banking analyst and equity derivatives analyst for Merrill Lynch & Co. Mr. Lawrence is also Founder and Principal Owner of Elmrox Media LLC, a global content firm targeting 18 to 34 year olds. In addition, Mr. Lawrence has served on the Board of Directors of SUS since 2009. Mr. Lawrence earned a B.S. in Commerce from the McIntire School of Commerce at the University of Virginia. He has since been a guest finance lecturer at the University and participates in UVa?s Galant Center for Entrepreneurship.
david swartz Pacific West Land, LLC
David Swartz is a financial analyst at Pacific West Land, LLC. Founded in 1981, PWL is a Seattle-based real estate investment firm with more than $100 million in assets under management. David Swartz assists PWL CEO Bruce Galloway with equity investments. David Swartz has previously worked as an equity analyst and fund manager for three hedge funds. He has a B.A. in economics from U.C. Berkeley and an M.A. in economics from Yale University.
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LONG ON ASHLAND (ASH:US)
Contributer: Daniel Lawrence
Title: Founder/Managing Partner
Firm: Elmrox Investment Group
Firm Type: Hedge Fund
Location: New York, NY
Prior Employers: Citadel, Merrill Lynch.
Ticker: ASH:US
Recommendation: Long
Expected Timeframe: 6 Months to 1 Year
Country: United States
Situation: Value
Catalysts: M&A/Buyout Target, Spinoff
Market Cap: $6,670mm
Date of Recommendation: 8/01/2013
Recommendation Price: $87.44
Target Price: $120.00
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www.ValueInvestingChallenge.com
Ashland Inc
Elmrox Investment Group
”With good chemistry, great things (shareholder returns) happen”
July 2013
Daniel W. Lawrence
© 2013 Elmrox Investment Group LLC. All rights reserved
Disclaimer The analyses and conclusions of Elmrox Investment Group LLC (”Elmrox”) contained in this presentation are based on publicly available information. Elmrox recognizes that there may be conMidential information in the possession of the companies discussed in the presentation that could lead these companies to disagree with Elmrox’s conclusions. This presentation is for general informational purposes only, is not complete and does not constitute an agreement, offer, a solicitation of an offer, or any advice or recommendation to enter into or conclude any transaction or conMirmation thereof (whether on the terms shown herein or otherwise). This presentation should not be construed as legal, tax, investment, Minancial or other advice. It does not have regard to the speciMic investment objective, Minancial situation, suitability, or the particular need of any speciMic person who may receive this presentation, and should not be taken as advice on the merits of any investment decision. The views expressed in this presentation represent the opinions of Elmrox, and are based on publicly available information with respect to Ashland Inc. (the "Issuer") and the other companies referred to herein. Certain Minancial information and data used herein have been derived or obtained from Milings made with the Securities and Exchange Commission ("SEC") or other regulatory authorities and from other third party reports. The analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical and anticipated operating performance of the companies, access to capital markets and the values of assets and liabilities. Such statements, estimates, and projections reMlect various assumptions by Elmrox concerning anticipated results that are inherently subject to signiMicant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes. No representations, express or implied, are made as to the accuracy or completeness of such statements, estimates or projections or with respect to any other materials herein. Actual results may vary materially from the estimates and projected results contained herein. Accordingly, no party should purchase or sell securities on the basis of the information contained in this presentation. Elmrox expressly disclaims liability on account of any party’s reliance on the information contained herein with respect to any such purchases or sales. Elmrox has not sought or obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein. Elmrox does not endorse third-‐party estimates or research which are used in this presentation solely for illustrative purposes. No warranty is made that data or information, whether derived or obtained from Milings made with the SEC or any other regulatory agency or from any third party, are accurate. Elmrox hereby disclaims any duty to provide any updates or changes to the analyses contained here. Neither Elmrox nor any of its afMiliates shall be responsible or have any liability for any misinformation contained in any third party, SEC or other regulatory Miling or third party report. There is no assurance or guarantee with respect to the prices at which any securities of the Issuer will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections, pro forma information and potential impact of the opportunities identiMied by Elmrox herein are based on assumptions that Elmrox believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee that actual results or performance of the Issuer will not differ, and such differences may be material. This presentation does not recommend the purchase or sale of any security. Elmrox reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Elmrox disclaims any obligation to update the data, information or opinions contained in this presentation.
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Variant Perception
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• Commodity chemicals valuation (5x–7x EBITDA) does not reMlect the Company’s transformation to a specialty chemicals business (comps 8x-‐12x EBITDA) - One of strongest and most predictable earnings growth proMiles in materials - Much stronger pricing power and more sustainable margins that market gives credit for - Much less cyclical than market realizes (~20% of sales) - ~80% of EBITDA comes from competitive advantaged, specialty chemical businesses
• Free cash Mlow generation potential and amount of cash that can be returned to shareholders is underappreciated • Consensus does not assume a turnaround of Water business under new management; if turnaround does not
materialize, Water will be monetized with cash proceeds likely returned to shareholders (2013/2014) • Consensus incorrectly believes that Water business is exposed to North American newsprint paper • Current share price ascribes little value to unique and valuable Valvoline asset; Multiple options for unlocking
signiMicant shareholder value including a tax-‐free spinoff and/or MLP qualiMication (2014/2015) • Valvoline Instant Oil Change (“VIOC”) store base is hidden asset where signiMicant incremental value can be created
with little (if any) capex • Raw material concerns especially around guar and oil are exaggerated and misunderstood • Consensus does not assume any recovery in Europe in FYE 2014 and FYE 2015 despite end market improvements • Cheap option on U.S. housing recovery through Performance Materials segment (2013-‐2015) • Free option on higher interest rates through pension • Private market valuation creates margin of safety
Misunderstood asset transformation with signi=icant upside and catalysts.
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Investment Merits
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• Strong Market Positions with Attractive and Widening Moats - #1 or #2 position in its global core chemistries - Leadership positions in such high margin, less cyclical en-‐markets as pharmaceuticals and personal care - Pricing power and sustainable margins - Extensive IP knowledge - Special Ingredients: #1 cellulosic ethers producer and global leader in PVP - Water: #1 producer of specialty papermaking chemicals - Performance Materials: Global leader of unsaturated polyester and vinyl ester resins - Valvoline: Second largest franchised quick-‐lube chain in the U.S. and #2 in passenger car motor oil
• Signi=icant Value Proposition for Customers; Focused Growth through innovation - Highly tailored customer solutions with broad new product pipeline - Performance-‐enhancing chemistries across more than 30 different industries - Technology-‐driven sales process and approach to meet each the needs of each customer - Broad application expertise and deep industry knowledge of both products and their applications
• Signi=icant Global Presence and Footprint - 30 manufacturing locations and 20 technology centers - Half of sales outside the U.S. with signiMicant emerging market middle-‐class exposure - Nearly half of sales come outside the U.S. and approximately 20% of sales come from the rapidly growing Asia
PaciMic and Latin America regions
ASH is a premier global specialty chemical =irm well-‐positioned for growth and margin expansion.
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Why Invest in Specialty Chemicals?
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• Long-‐term growth
• More consistent, predictable performance
• Strong, sustainable margins
• SigniMicant hurdles for new entrants
• Technology driven, difMicult to displace
Technology
Switching Costs
Intellectual Property
High Barriers to Entry
• Highly tailored products
• Customer-‐intimate technology model
• Push for constant innovation
• RequaliMication periods costly and time consuming
• Products typically represent small % of customer’s Minal product
• High number of - Patents - Trade secrets
• Large degree of manufacturing know-‐how
• SigniMicant amount of backward integration
• Stand-‐alone plant capital is $40M+
• Full supply-‐chain replication would cost $ billions
Our favorite chemical assets are ingredients businesses: design and produce highly formulated (and usually patented) mission-‐critical
ingredients that are a small % of the overall cost of customer’s product.
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ISP Acquisition • In 2011, ASH acquired global specialty chemical =irm, International Specialty Ingredients (“ISP”), for $3.2bn
- Management used the cash proceeds from selling its low margin and cyclical Distribution business and highly attractive debt Minancing to acquire high growth and high margin ISP
- ISP was acquired from the estate of the late Minancier Sam Heyman. Heyman had previously attempted to combine ISP with Hercules in 2002 (ASH purchased Hercules in 2008)
• High Quality Asset That Furthered Transformation to a Leading Specialty Chemical Firm - Manufactured highly specialized chemicals to meet customers’ unique speciMications - Products represent a small fraction of customers’ overall costs, and provide high functionality (mission-‐critical) - Had broad technology portfolio protected by patents, trade secrets and manufacturing know-‐how - High capital costs to replicate manufacturing capabilities (signiMicant barriers to entry) - With EBITDA margins ~24% in FYE 2011, the transaction was immediately accretive
• Signi=icantly Upgraded Existing ASH Portfolio - Strengthened positions in a number of important high-‐growth, high-‐margin end markets such as
pharmaceuticals and personal care (hair care, skin care, oral care) - Broadened IP portfolio of water-‐soluble polymers and global R&D and applications capability - Had strong pipeline of new products to drive growth of combined business - Deepened relationships with existing customers and enhanced penetration of existing markets
• Signi=icant Long-‐Term Cost and Revenue Synergies - $300mm plus sales synergies by FYE 2015 from complementary product offerings in familiar ASH segments:
food & beverage, energy, pharma, skin care, oral care, hair care - At least $50mm in cost reductions
Source: Company data.
Transformation Driving Outperformance
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Thoughtful capital allocation upgraded ASH’s portfolio to higher quality specialty assets and should lead to creation of long-‐term shareholder value.
More R&D, New Products and
Ef=icient Operations Improved End Market Exposure, Higher Revenue
Growth
Improved Cost Ef=iciency, Asset
Utilization, Operating Margins
Improved Balance Sheet and New Investment Opportunities
Higher Cash Flow, Increased Returns on Invested Capital
Refreshed Asset Portfolio
Growth and
Margin Improvement
Transform to Specialty Chemicals
Competitive Advantages & Moats
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Sustainable & widening moats from proprietary and patented IP.
ü #1 or #2 in position in its global, core chemistries
ü Broad global footprint that sells into more than 100 countries
ü 30 manufacturing locations
ü 20 technology centers
ü Active program of collaboration with academia
ü A full complement of testing services for personal care product companies
Leading Economies of Scale and Market Share
High Switching Costs
High Barriers to Entry
ü Extensive relationships with leading consumer products and pharmaceutical providers
ü Unique technology portfolio highly customized to meet demanding customer applications
ü RequaliMication periods costly and time consuming
ü Mission-‐critical products that typically represent a small % of overall cost of a customer’s Minal product
ü High capital costs to replicate manufacturing capabilities
ü Stand-‐alone plant capital is over $40+ million
ü Full supply-‐chain replication would cost billions
ü High number of active patents and trade secrets
ü Approximately 400 scientists positioned globally
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Well-‐Positioned Product Portfolio
17
Bene=iciary of long-‐term, global secular growth trends, where Ashland’s chemicals are mission-‐critical ingredients.
Pharmaceuticals
Source: Company data.
Personal Care
Emerging Middle Class
Energy
• Aging population
• Global access to health care
• Controlled release forms (medication)
• Rapid growth of generics leading to lower price and increased availability
• Pharmaceutical R&D centers located worldwide
• Global focus on anti-‐aging
• Increased global consumer awareness of UV protection / suncare
• Male grooming, particularly in young men
• Desire for simple, natural / green products
• Consumer spending inMluenced by global middle class
• Improved product performance
• Manufacturing cost efMiciency
• Environmental / Regulation
• Horizontal and deepwater wells require 2x the specialty chemicals per rig
• Depressed natural gas in North America and shift from dry–gas to more liquid-‐rich wells
• Unconventional wells, including shale gas in North America
• Environmental / Regulatory
Strong Balance Sheet & Liquidity
18
• Ample cash & liquidity
• Low cost of debt
• Very manageable maturity schedule
• Flexibility to make opportunistic and accretive, bolt-‐on acquisitions
• 2.0x gross debt long-‐term target
Improving cash =low should lead to rapid de-‐levering through FYE 2015.
Source: Company data.
Predictable & Growing Free Cash Flow
19
• FYE 2013 and FYE 2014 growth capex of ~$220mm with 80% allocated to Specialty Ingredients, given capacity constraints
• Maintenance capex ~$200mm to $220mm per year
• Tax rate should fall to mid 20s by FYE 2014 from high 20s over the last few years
• Consensus does not understand the signiMicant decline in pension cash commitments in FYE 9/30/2014 and FYE 9/30/2014
• Based on our diligence, ASH should generate between ~$1.2bn to $1.4bn in cumulative free cash Mlow(1) through FYE 9/30/2015 or approximately ~$15 to $17 per share
Cash =low generation temporarily depressed by growth capex, higher coupon debt, and higher than likely corporate tax rate.
(1) Free cash Mlow deMined as : (EBITDA – capex – cash interest – cash taxes – environmental payments – pension/OPEB) / (equity market capitalization).
Capital Allocation & Cash Management
20
Management has long history of thoughtful capital allocation to create shareholder value.
• Allocation of cash to highest-‐return opportunities • Concentrated growth in Specialty Ingredients - Numerous organic growth opportunities (greenMield & brownMield) - Further expand short-‐ and long-‐term R&D pipeline - Selective bolt-‐on M&A opportunities
• Continue to tightly manage and improve working capital • Return excess cash via share repurchases and dividend increases • Continued to selective portfolio asset sales (likely the remaining non-‐specialty or more
cyclical pieces)
“We have taken a disciplined approach to managing cash. We have used it to make strategic acquisitions, to invest in organic growth, and to return capital to
our shareholders. We will continue to look for ways to unlock value and generate signi=icant returns for Ashland shareholders.”(1)
(1) CEO Jim O’Brien, May 15. 2013.
21
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ASI Drivers (cont’d)
25
1b. Nutrition
• Provider of natural and synthetic additives - Make foods more viscous (thickening agent) for baked,
diary and prepared foods
- Enhances food texture
- Adds stability
- Increases product shelf life - Improves packaging clarities
• Secular Drivers:
- Increasing customer demands for more convenience
- Health and wellness
- More natural ingredients • Growth Opportunities:
- Beverages and bakery
- Natural products
Viscosity
Stability
Shelf Life
ClariMication
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Water Turnaround Initiative
33
New management brought in to =ix business.
1. Consolidated business into two segments: • reduces management complexity • Aligns business by customer and
market opportunity • $20mm full-‐year run-‐rate SG&A
from overheard reduction 2. Bringing in the right team:
• New talent for marketing and geographic expansion
• Realigned sales force to better address customer needs
3. Improve Execution: • At customer level • Accelerate new product penetration
Innovation
• Rich pipeline of innovation platforms with a number of products in launch phase:
• Bioguard – Packaging • OptiMilm – Printing & Writing • Microbial Control – Water Tech • Monitoring & Diagnosis -‐ Industrial
• Strong R&D Portfolio
Improving a Repeatable Process
• Multi regional marketing • Selling process • Pricing management • Contract administration • Channel management • Corporate customer focus • Sales and operations planning
Signi=icant Strategic Actions in 2013
Hired Luis Fernandez-‐Moreno as new President of Water in late 2012. He has 30 years of relevant industry experience (Arch, Dow, Rohm & Haas)
Potential Upside at Water
34
Potential value creation from recent actions taken.
• New management stabilized sales in 1H2013 and identiMied signiMicant operational restructuring opportunities
• Industrial middle management structure being streamlined or ~$20mm permanent run-‐rate savings; (PF LTM EBITDA $163mm)
• Potential for EBITDA margins to reach mid teens over long-‐term from 8.4% LTM 3/31/13 through new market penetration, increasing sales of existing customers and operating leverage
• Peer-‐like gross margins would create $5 to $13 per share of incremental value(1)
Sensitivity)Analyses
EBITDA)Margin
Sales Gross)Margin33% 34% 35% 36% 37%
$1,700 9% 10% 11% 12% 13%$1,750 9% 10% 11% 12% 13%$1,800 10% 11% 12% 13% 14%$1,850 11% 12% 13% 14% 15%$1,900 11% 12% 13% 14% 15%
Incremental)EBITDA
Sales Gross)Margin33% 34% 35% 36% 37%
$1,700 $6 $23 $40 $57 $74$1,750 $22 $40 $57 $75 $92$1,800 $39 $57 $75 $93 $111$1,850 $55 $74 $92 $111 $129$1,900 $72 $91 $110 $129 $148
Value)Per)Share)(7x)EBITDA)
Sales Gross)Margin33% 34% 35% 36% 37%
$1,700 $0.49 $1.97 $3.45 $4.93 $6.41$1,750 $1.93 $3.45 $4.97 $6.50 $8.02$1,800 $3.36 $4.93 $6.50 $8.06 $9.63$1,850 $4.80 $6.41 $8.02 $9.63 $11.24$1,900 $6.23 $7.89 $9.54 $11.20 $12.85(1) Nalco, now owned by Ecolab, had ~40% gross margin when it was an independent company.
N.B.: Ashland Water LTM 3/31/13 gross margin was 33%.
If Water is Not Fixed, a Sale is Likely
35
If Water is Not Fixed, a Sale is Likely
How much could Water sell for?
“New leadership…by the summer, we should be able to tell if this is making a difference or not. If it's not making a difference then, obviously, that limits our alternatives in what we can do, and we'll start to take a hard look of what the outcome will be.” -‐ CEO Jim O’Brien, Q4 2012 Earnings Call, October 30, 2012 • Given Water’s scale, breadth of products, and IP knowledge there would likely be a number of interested strategic and
Minancial buyers. Water asset is highly attractive platform for consolidating a fragmented global industry. • It is unlikely that Ashland would sell Water for less than ASH’s consolidated multiple of 7x FYE 2014E EBITDA.(1) Given the
turnaround underway, the signiMicant breadth and scale of the platform for industry consolidation, potential synergies/cost savings, we believe Water could sell for 8x to 12x PF LTM 3/31/2013 EBITDA of $163mm
• Potential Strategic Buyers: Permira, BASF, SNF, Danaher (GE and Ecolab less likely given potential DOJ issues and GE capital allocation priorities towards other industries)
• Financial Sponsors: Likely strong interest from private equity given: (i) the platform for consolidation it represents; (ii) the operational turnaround opportunities; and (iii) global secular growth trends . Given current strength in bank loan and high yield markets, we think a private equity Mirm could purchase Water with up to 4.0x to 6.0x total leverage
Sensitivity)Analysis
WaterEBITDA EBITDA)Multiple
8.0x 9.0x 10.0x 11.0x 12.0x$143 $1,144 $1,287 $1,430 $1,573 $1,716$153 $1,224 $1,377 $1,530 $1,683 $1,836$163 $1,304 $1,467 $1,630 $1,793 $1,956$173 $1,384 $1,557 $1,730 $1,903 $2,076$183 $1,464 $1,647 $1,830 $2,013 $2,196
Water&Potential&Valuation
Low HighLTM*3/31/13*PF*EBITDA $163 $163EBITDA*Multiple 8.0x 12.0xImplied&Water&Gross&Value $1,304 $1,956Ashland*Shares 79 79Water&Gross&Value&per&Share $17 $25%*of*current*ASH*price 20% 29%
Source: Based off consensus estimates as of July 16, 2013.
36
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• Very large growing market • Above average gross margins • Relatively non-‐cyclical • Estimated $1.5bn opportunity
• Global energy demands drive one new coal-‐Mired power plant per week - Increasingly stringent legislation
demands reduced emissions • Estimated $100mm opportunity
• More environmentally friendly adhesives - Maintaining same level of
performance as solvent-‐based chemistries
• Highly corrosive pollution gases are not suited for traditional metals
• Custom-‐formulated products • New technologies including water-‐
based and radiation-‐curable products
• Leading provider of corrosion resistant resin solutions (DerakaneTM)
• Well-‐known, reliable performance - 20+ year history in the Mield
Performance Chemicals Drivers
38
Key long-‐term growth markets .
Packaging and Converting .
Fuel Gas Desulfurization
Market Appeal .
Market Needs
Value Proposition .
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Valvoline Organic Opportunities
43
ü Base oil capacity expansions should further reduce volatility
“The most valuable businesses in the world are brand royalty businesses that can grow without capital investment.”
ü Leverage Instant Oil Change business model to grow organically and gain share
ü New Product Penetration: Drive NextGen™ trial and MaxLife™ growth
ü Expand and strengthen international presence in emerging regions
Organic Opportunities
N.B.: Quote from Pershing Square Capital Management, L.P. presentation, “Justice is Best Served Flame Broiled,” April 4, 2012.
ü Capitalize on secular shifts - Shift from DIY to higher margin DIFM
- Mix shift to higher margin premium products
Innovative Brands: NextGenTM
44
Innovative new products with higher margins that gain share.
• Introduced in Spring 2011
• Better for environment
- 50% recycled, re-‐reMined oil
• No compromise to quality
- 100% Valvoline protection
• Similar price point
• Drive signiMicant DIY share growth and DIFM consumer/installer loyalty
• Increase base oil purchasing leverage by driving development of re-‐reMined market
• Establish NextGenTM in VIOC company stores
• DIY available in 14,500 retail auto parts stores
• Estimated 600,000 DIY early adopters; $34 million in sales for Miscal 2011
• NextGenTM represents 19% of oil changes at $5 premium
• Execute recycling program initiatives with retailers to drive trial
• Continue advertising focus
• Establish national bulk distribution for VIOC, Installer channels
• Fleet opportunity for both VIOC and C&I businesses
Consumer Proposition
Objectives Results to Date Next Steps
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U.S. Competitive Landscape for VIOC
47
Signi=icant opportunity exists to consolidate and re-‐brand U.S. market.
• U.S. Market Size (2013E): $9.8bn
• Stable and highly fragmented market with 17,063 stores
• Industry largely consists of small mom and pop owners
• Ripe for consolidation
• #1 player only has ~11% share
• Top 10 players represent only 32% of market
Minimal capex required to re-‐brand existing privately held store networks.
Source: National Oil & Lube News and Company Data
Top$US$Fast$Lube$Chains$2013
Owned Franchised Total %$Share1 Jiffy&Lube 0 1,962 1,962 11.5%2 Valvoline$Instant$Oil$Change 260 636 896 5.3%3 Pennzoil 750 0 750 4.4%4 Kwik&Tar 393 0 393 2.3%5 Express&Care 336 0 336 2.0%6 Mobil&1&Lube&Express 327 0 327 1.9%7 Express&Lube 300 0 300 1.8%8 Express&Oil&Change&&&Service 85 110 195 1.1%9 Philips&66 186 0 186 1.1%10 Grease&Monkey 8 172 180 1.1%Total$Top$10 2,645 2,880 5,525 32.4%Total$Top$50 3,736 3,039 6,775 39.7%Total$US$Fast$Lube$Industry 17,063
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Valvoline International
49
• Addressable Market
- 6.3 billion gallons per year versus 800 million in the U.S.
- EMEA: Middle East, Africa, Russia, and Eastern Europe
- LatAm: particularly Brazil
- India Joint Venture: expanding distributor network; new blending & packaging plant
- Asia: leveraging Cummins relationship; following build-‐out model in India
• Emerging Market Growth
- Now account for more than 50% of global light vehicle sales
• Consumer & Industrial
- Valvoline’s focus has been on heavy-‐duty transportation and power generation
Large and growing under-‐penetrated market represents large opportunity.
International Landscape for VIOC
50
While #2 share position in US, VIOC has no internationally branded stores.
• Big opportunity for growth and penetration particularly among developing markets
• Branded International Market consists primarily of ~4,500 US-‐based chains with foreign facilities
• Growing and highly fragmented market in its infancy
No capex required to re-‐brand existing, privately held store networks.
Source: National Oil & Lube News and Company Data.
Top$US'Based$Chains$with$Foreign$Facilities
Total %$Share1 Mobil'1'Centers 2,188 48.5%2 Texaco'Havoline'xpress'lube 1,432 31.8%3 Walmart'Tire'&'Lube'Express 266 5.9%4 Midas'Auto'Service'Experts 160 3.5%5 Jiffy'Lube 150 3.3%6 Precision'Tune'Auto'Care 82 1.8%7 Meineke'Care'Care'Centers 78 1.7%8 Pennzoil 75 1.7%9 Grease'Monkey 65 1.4%10 AAMCO 11 0.2%11 Citgo 1 0.0%Total$US'Based$Chains$with$Foreign$Facilities 4,508
Market Ascribes Little Value to Valvoline
51
Using an illustrative specialty chemical EBITDA multiple range of 8x-‐10x and illustrative FYE 9/30/15E ASH EBITDA range of $1.4bn to $1.6bn suggests the market implied valuation of Valvoline is: $0 to $1.1bn.
At the current ASH share price, a shareholder effectively gets Valvoline for free.
Valvoline)Implied)Valuation
ASH$consolidated$9/15E$EBITDA $1,400 $1,600$Less:$Valvoline$EBITDA ($350) ($350)ASH$EBITDA$exEValvoline $1,050 $1,250EBITDA$Multiple 8.0x 8.0xImplied$ASH$Value$exEValvoline $8,400 $10,000Plus:$2014E$&$2015E$FCF 1,200 1,400Total$Implied$Value$exEValvoline $9,600 $11,400
Current$ASH$Enterprise$Value $10,660 $10,660$Less:$Value$exEValvoline ($9,600) ($11,400)Implied)Valvoline)Value $1,060 $0Implied$Valvoline$Value$per$Share $14 $0Valvoline$EBITDA $350 $350Implied$Valvoline$Multiple 3.0x 0.0x
Sensitivity)Analysis
FYE)9/15EEBITDA ASH)EBITDA)Multiple
7.0x 7.5x 8.0x 8.5x 9.0x$1,400 $2,110 $1,585 $1,060 $535 $10$1,450 $1,760 $1,210 $660 $110 $0$1,500 $1,410 $835 $260 $0 $0$1,550 $1,060 $460 $0 $0 $0$1,600 $710 $85 $0 $0 $0$1,650 $360 $0 $0 $0 $0
N.B.: EBITDA multiple in Valvoline implied valuation table conservatively assumes the low-‐end of specialty chemical EBITDA multiple range of 8x-‐12x.
How Much Is Valvoline Worth?
52
As part specialty chemical company and part leading, branded consumer franchise with a predictable, high cash =low / low capex model, we believe Valvoline should trade between 8x – 12x EBITDA.(1)
(1) Represents a blended multiple of specialty chemicals (8x-‐12x EBITDA) and leading consumer franchises (10x -‐14x EBITDA). (2) Market Implied Value per share of $14 from previous slide.
Valvoline has low maintenance capex of ~$36mm or less than 2% of sales.
Sensitivity)Analysis:)Value)per)Share
EBITDA EBITDA)Multiple8.0x 9.0x 10.0x 11.0x 12.0x
$350 $36 $40 $45 $49 $54$375 $38 $43 $48 $53 $57$400 $41 $46 $51 $56 $61$425 $43 $49 $54 $60 $65$450 $46 $52 $57 $63 $69
Valvoline)Potential)Valuation
Low High
Valvoline.Normalized.EBITDA $400 $400
EBITDA.Multiple(1) 8.0x 12.0x
Implied)Valvoline)Value $3,200 $4,800Ashland.Shares 79 79
Valvoline)Value)per)Share $41 $61Market.Implied.Value.per.Share $14 $14.00
%.difference 191% 337%
Potential Ways to Unlock Trapped Value
53
• Based on our diligence, we believe Valvoline has a low tax base and an outright sale would likely not be the most tax efMicient mechanism to release trapped value for shareholders.
• Two value unlocking alternatives:
• Tax-‐Free Spin to Shareholders
- Given its predictability, low capex growth model, and high cash Mlow generation, an independently traded Valvoline, would likely be in high demand among income oriented investors
• Conversion to Master Limited Partnership
- Given its operational proMile and high cash Mlow generation, Valvoline could qualify as an MLP for tax purposes and would likely be in high demand among yield oriented investors
Valvoline: Spin or MLP or both?
Potential Further Value Creation as MLP
54
A strong case exists that Valvoline could qualify as a MLP.
• IRS Private Letter Ruling released August 10, 2012 (PLR-‐104854-‐12) for MLP quali=ication:
- “principally engaged in the gathering, processing, transportation, storage, and distribution of reMined petroleum products”
- “income derived…from additization activities is qualifying income” for MLP status
- qualifying MLP income under Section 7704(d)(1)(E) of the Internal Revenue Code : “income or gains derived from….processing, reMining, transportation, or the marketing of any mineral or natural resource”
• Ashland 10-‐K for FYE 9/30/2012 describing Valvoline’s activities:
- “operates blending and packaging plants”
- “blending and distribution”
- “additives and base oils constitute a large portion of the raw materials required to manufacture [Valvoline] products”
How Could Valvoline Qualify as a MLP?
55
• Calumet Specialty Products Partners (NYSE: CLMT)
- “Manufacture petroleum-‐based specialty products”(1) including motors oils
• Northern Tier (NYSE: NTI)
- “Produces [and distributes] a broad slate of reMined [petroleum-‐based] products including gasoline, diesel, jet fuel and asphalt” (2)
• CVR (NYSE: CVRR)
- Produces and distributes petroleum-‐based products including gasoline, natural gas liquids, asphalt, jet fuel, and other reMined products (3)
MLPs already exist that process, blend, and distribute hydrocarbons including motor oils.
(1) Source: 2013 CLMT Investor & Analyst Day (2) Source: Northern Tier 2012 10-‐K Miling (3) Source: CVR ReMining 2012 10-‐K Miling
While CLMT, NTI and CVRR take hydrocarbons to produce cyclical commodity products, Valvoline uses them to produce highly-‐engineered,
value-‐added (non-‐commodity), branded consumer products.
Operations That Could Qualify for MLP
56
- Santa Fe Springs, California - Cincinnati, Ohio - East Rochester, Pennsylvania - Deer Park, Texas - Wetherill Park, Australia - Dordrecht, the Netherlands
Valvoline has plants and distribution capabilities akin to entities that already qualify as MLP’s for tax purposes.
Source: Company Data
Bulk Blending
Lubricant Blending & Manufacturing
- College Park, Georgia - Willow Springs, Illinois - St. Louis, Missouri - Mississauga, Canada
- College Park, Georgia - Willow Springs, Illinois - Noblesville, Indiana - St. Louis, Missouri - Cincinnati, Ohio - East Rochester, Pennsylvania - Birkenhead, United Kingdom - Sydney, Australia - Dordrecht, the Netherlands
Distribution
Illustrative Valvoline MLP Valuation
57
Given the predictability and low capital needs of Valvoline, a potential MLP could trade near comparables that possess similar high degrees of visibility
of distribution growth. Such MLPs trade between 4% to 8% yields.
Valvoline)MLP)Valuation MLP)Enterprise)Value
EBITDA'(FYE'9/14E) $350
(4)'Maintenance'Capex (36)
(4)'Interest 0
Distributable'CF $314
Yield 5.0%
Implied'Equity'Value $6,280
(+)'Net'Debt 0
Enterprise'Value $6,280
Implied'EBITDA'Multiple 17.9x
MLP$Enterprise$Value Implied$MLP$EBITDA$Multiples
EBITDA Yield4.0% 5.0% 6.0% 7.0% 8.0%
$325 $7,225 $5,780 $4,817 $4,129 $3,613$350 $7,850 $6,280 $5,233 $4,486 $3,925$375 $8,475 $6,780 $5,650 $4,843 $4,238$400 $9,100 $7,280 $6,067 $5,200 $4,550$425 $9,725 $7,780 $6,483 $5,557 $4,863
Implied(MLP(EBITDA(Multiples
EBITDA Yield4.0% 5.0% 6.0% 7.0% 8.0%
$325 22.2x 17.8x 14.8x 12.7x 11.1x$350 22.4x 17.9x 15.0x 12.8x 11.2x$375 22.6x 18.1x 15.1x 12.9x 11.3x$400 22.8x 18.2x 15.2x 13.0x 11.4x$425 22.9x 18.3x 15.3x 13.1x 11.4x
Valvoline as a MLP could be worth $4bn to $9bn versus ASH current equity market capitalization of $6.7bn.
How Much Value Could an MLP Create?
58
Unlike most MLPs, Valvoline is not capital intensive and thus would likely not require leverage to grow. High recurring cash =low would be returned.
We believe a Valvoline MLP would garner a premium valuation relative to most MLPs: much less cyclical, signi=icantly less capital intensive, and
manufactures highly engineered, branded consumer products.
MLP$$Value$Creation MLP$per$Share$Value$Creation
Implied(MLP((Equity(Value $6,280ASH(Shares(Outstanding 79Equity(Value(Per(Share $80.00
ASH(EBITDA(Reduction ($350)ASH(EV(Multiple 7.0xEV(Value(Reduction ($2,450)ASH(Shares(Outstanding 79(Q)(ASH(EBITDA(Reduction ($31.01)Net$Value$Creation $48.99%(from(current 57.6%
MLP$per$Share$Value$Creation
EBITDA Yield4.0% 5.0% 6.0% 7.0% 8.0%
$325 $63.24 $44.83 $32.56 $23.80 $17.22$350 $68.99 $48.99 $35.65 $26.13 $18.99$375 $74.73 $53.14 $38.75 $28.46 $20.75$400 $80.48 $57.30 $41.84 $30.80 $22.52$425 $86.23 $61.45 $44.93 $33.13 $24.28
N.B.: MLP Valuation Creation table conservatively assumes the current forward EV/EBITDA multiple of 7x of Ashland as of July 16, 2013..
59
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We believe ASH is Undervalued
60
• Revenue synergies from ISP
• BeneMits of growth capex
• Stand-‐alone margin opportunities
• Turnaround at water business
• Cyclical upside to U.S. housing and auto markets
• Multiple expansion on a stand-‐alone basis
• Potential monetization of water
• Own Valvoline, a great consumer business for ~3x EBITDA or less (comps 8x-‐12x)
• Recovery in European end-‐markets
• Option on tax-‐free spin and/or MLP of Valvoline
• Option on higher long-‐term interest rates
We believe Ashland is signi=icantly undervalued with long-‐term potential upside. At current prices, a long-‐term shareholder pays
7x consensus FYE 9/30/14E EBITDA and gets for free:
Why This Opportunity Exists
61
• Many moving pieces mask true underlying value
• Long history of being deeply cyclical company with its “old” portfolio
• Misguided concerns over hydrocarbon chain exposure (base oil II)
• Investor fatigue over Water restructurings
• Lack of publicly traded comps for Valvoline
• Scant insider ownership
• Management is low proMile
• ASH stock not in major indexes or sector ETFs
• Historically under-‐followed on the sell side
Market fails to recognize transformation to leading specialty chemical =irm.
Pharmaceuticals
Personal Care
Coatings
Energy
Construction
Food & Beverage
Transform
Why are ASH Shares Cheap?
62
• Guar exposure
• Oil exposure
• Valvoline difMicult to value
• Weak cash Mlow
• Underfunded pension
• Management will make poor acquisition
The Bear’s Concerns
Elmrox View
• Guar pricing bubble in the past. F3Q2013 is most difMicult comp. Management considering divesting commodity guar operations to eliminate potential volatility
• Limited direct exposure. Base oil Group II (an oil derivative) is input for Valvoline – pricing covers input inMlation with 3-‐4 month lag. Group II overcapacity growing 2013-‐2015
• Is misunderstood because no direct public comps. Is stable, high recurring-‐cash Mlow business with small capex requirements with strong consumer brands and differentiated products. Has hidden growth asset in U.S. store branded store base
• Cash Mlow will normalize as growth capex sunsets, lower interest costs annualize, and tax rates fall towards mid 20s; Consensus overestimates cash pension payments in FYE 2014 and FYE 2015
• 200 bps move in the discount rate eliminates underfunding, which generally tracks the AA corporate bond spread
• This was before the recent move in interest rates in 2Q2013 • Management has long history of being patient and thoughtful
capital allocators managing the portfolio.
Multiple Ways to Create Value
63
Organic Growth + Under-‐Appreciated Assets
• New products • Developing markets penetration
Shareholder Value Creation
Specialty Ingredients
Water
Valvoline
• Operational turnaround • Sales of asset
• Store and franchise growth • Secular shift to Do-‐It-‐For-‐Me • Mix shift to premium products • Spin-‐off and/or MLP conversion
Opportunity for Multiple Expansion
64
Specialty chemicals trade at higher multiples than commodity chemicals given the aforementioned characteristics. We expect ASH shares to garner a specialty multiple as the market arrives at our variant view.
STRICTLY CONFIDENTIAL
Multiple Expansion
FYE 2014 Specialty Commodity Ashland
EV/EBITDA 9x 6x
7x
P/E 16x 10x
11x
N.B.: Specialty chemicals include: ALB, CYT, DD, ECL, FMC, GRA, POL, PPG, ROC, RPM, SHW, VAL. N.B.: Commodity chemicals include: DOW, HUN, KRA, LYB, MEOH, OLN, OMN, WLK. N.B.: Multiples based on sell side estimates and share prices as of July 16, 2013.
We believe the market is offering investors a leading global specialty chemical business for relatively low multiples of earnings and cash =low.
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Illustrative ASH Standalone Valuation
66
Even if revenue growth remains =lat in FYE 2014 and FYE 2015, ASH should generate ~$15 to ~$17 per share of cumulative free cash =low.(1)
Specialty chemical =irms generally trade for 8x to 12x EBITDA in the public markets versus commodity chemical assets at 4x to 7x EBITDA.
!ASH!Potential!Standalone!Valuation
Low High
ASH*EBITDA*(FYE*9/30/15E) $1,400 $1,600
EBITDA*Multiple 8.0x 8.0x
Implied!Firm!Value $11,200 $12,800Less:*Net*Debt (3,991) (3,991)
Plus:*2014E*&*2015E*FCF 1,200 1,400
Implied*Equity*Value 8,409 10,209
Ashland*Shares 79 79
Implied!Equity!Value!per!Share $107 $130Current*Price $85 $85
%*from*current 26% 53%
Sensitivity)Analysis
EBITDA EBITDA)Multiple8.0x 9.0x 10.0x 11.0x 12.0x
$1,400 $107 $125 $143 $161 $178$1,450 $112 $131 $149 $168 $186$1,500 $117 $136 $156 $175 $194$1,550 $122 $142 $162 $182 $201$1,600 $128 $148 $168 $189 $209
N.B.: EBITDA multiple in ASH Potential Standalone Valuation table conservatively assumes the low-‐end of specialty chemical EBITDA multiple range of 8x-‐12x. This analysis conservatively assumes no additional share repurchases and excludes dividends.
Illustrative Sum-‐of-‐Parts Valuations
67
(Ashland) + (Valvoline Spin)
(1) Assumes ASH EBITDA of $1.5bn N.B.: ASH EBITDA multiple in Sum-‐of-‐the-‐Parts table conservatively assumes the low-‐end of specialty chemical EBITDA multiple range of 8x-‐12x and Valvoline EBITDA multiple assumes the mid-‐point valuation range of 8x-‐12x (as referenced on page 52). This analysis conservatively assumes no additional share repurchases and excludes dividends.
Sum$of$the$Parts
ASH$consolidated$EBITDA $1,400 $1,600$Less:$Valvoline$EBITDA ($350) ($350)ASH$EBITDA$exCValvoline $1,050 $1,250EBITDA$Multiple 8.0x 8.0xImplied3ASH3Value3ex$Valvoline $8,400 $10,000
Valvoline$EBITDA $350 $350EBITDA$Multiple 10.0x 10.0xImplied3Valvoline3Value $3,500 $3,500
Total3Enterprise3Value $11,900 $13,500$Less:$Net$Debt (3,991) (3,991)Plus:$2014E$&$2015E$FCF 1,200 1,400Total$Equity$Value $9,109 $10,909ASH$Shares$Outstanding 79 79Per3Share3Equity3Value $115 $138%"from"current 36% 62%
Sensitivity)Analysis(1)
ASH)EBITDAMultiple Valvoline)EBITDA)Multiple
8.0x 9.0x 10.0x 11.0x 12.0x8.0x $129 $133 $137 $142 $1468.5x $136 $140 $145 $149 $1549.0x $143 $148 $152 $156 $1619.5x $150 $155 $159 $164 $16810.0x $158 $162 $167 $171 $175
Illustrative Sum-‐of-‐Parts Valuations (cont’d)
68
(Ashland) + (Valvoline as MLP)
Sum$of$the$Parts
ASH$consolidated$EBITDA $1,400 $1,600$Less:$Valvoline$EBITDA ($350) ($350)ASH$EBITDA$exCValvoline $1,050 $1,250EBITDA$Multiple 8.0x 8.0xImplied3ASH3Value3ex$Valvoline $8,400 $10,000
Valvoline$EBITDA $350 $350EBITDA$Multiple 15.0x 15.0xImplied3Valvoline3Value $5,250 $5,250
Total3Enterprise3Value $13,650 $15,250$Less:$Net$Debt (3,991) (3,991)Plus:$2014E$&$2015E$FCF 1,200 1,400Total$Equity$Value $10,859 $12,659ASH$Shares$Outstanding 79 79Per3Share3Equity3Value $137 $160%"from"current 62% 89%
Sensitivity)Analysis(1)
ASH)EBITDAMultiple Valvoline)EBITDA)Multiple
14.0x 16.0x 18.0x 20.0x 22.0x8.0x $155 $164 $173 $182 $1918.5x $162 $171 $180 $189 $1989.0x $170 $179 $187 $196 $2059.5x $177 $186 $195 $204 $21210.0x $184 $193 $202 $211 $220
(1) Assumes ASH EBITDA of $1.5bn N.B.: ASH EBITDA multiple in Sum-‐of-‐the-‐Parts table conservatively assumes the low-‐end of specialty chemical EBITDA multiple range of 8x-‐12x and Valvoline EBITDA multiple conservatively assumes the lower-‐end of the 12x-‐22x MLP valuation range (where most publicly-‐traded MLPS currently trade). This analysis conservatively assumes no additional share repurchases and excludes dividends.
Attractive Leveraged Buyout Candidate
69
High Free Cash Flow Characteristics
Sustainable Margins and Pricing Power
Signi=icant Competitive
Advantages (Barrier to Entry, Switching Costs, Patents)
Global Footprint and Scale
Organic Growth Opportunities especially in
Developing Markets
Potential for Signi=icant Margin Expansion in Core
Business especially Water
Margin of Safety: Valvoline Valuation Signi=icantly Under-‐
Appreciated
Synergy Potential with Existing Private
Equity Owned Chemical Firms
Scaling Up of Valvoline Franchises May Be Executed Better in Private
Market
Attractive LBO Target
Low Cyclicality of Business
Strong free cash =low and low cyclicality = Attractive private equity returns
We believe a =inancial sponsor could contribute up to 30% equity using total leverage between 4x to 6x and could pay up to $121 per share while meeting typical returns hurdles.
69
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Management Gets It
71
• The accelerated share repurchase plan (“ASR”) with Citibank was part of a $600mm common stock buyback plan that expires December 31, 2014.
• At the current share price, management could repurchase ~15% to ~20% of ASH shares between 2014 and 2015 using discretionary free cash Mlow(1)
• Share repurchases may accelerate further as free cash Mlow normalizes through 2015
• The Board also increased the quarterly dividend 51.1% in May 2013 to 34 cents per quarter in recognition of increasing cash Mlows over the next few years.
• Despite the 2Q2013 move in U.S. interest rates, the current environment makes debt Minancing an additional and attractive source of capital for share repurchases.
May 20, 2013: Announced $150mm accelerated share repurchase plan.
Thoughtful capital allocation by management = shareholder value creation
Source: Discretionary free cash Mlow deMined as free cash Mlow – less dividends.
Management Aligned with Shareholders
72
• Long-‐term executive compensation tied to performance of:
- Operating income
- Working capital efMiciency
- Return on investment
• Majority of compensation at risk for senior management tied to long-‐term metrics:
- CEO: 84% tied to long-‐term and annual incentives (64% long-‐term / 20% annual)
- Other executive ofMicers: 70% at risk (44% long-‐term / 26% annual)
“Programs should create alignment between the interests of the executives and the shareholders by ensuring that compensation opportunities for executives are linked to building long-‐ term shareholder value.”(1)
(1): Ashland proxy dated December 12, 2012 (2): Ashland vision statement from Ashland 2012 Analyst Day
“Be recognized as the premier specialty ingredients and formulation business in the world with strong growth and superior margins.”(2)
Conclusion
73
Valuable and high quality assets trading at substantial discount to intrinsic value. Multiple paths to signi=icant shareholder value creation. Private market value provides margin of safety and limits downside risk.
Ashland is a Good Business • Market leader in specialty chemicals with signiMicant competitive advantages • Secular growth opportunities • Stable and predictable free cash Mlow that will likely be returned to shareholders • Strong balance sheet • Management is thoughtful capital allocators Shares are Undervalued • Water turnaround not priced into shares • Effectively getting Valvoline for free • VIOC is hidden asset for signiMicant growth with scant capex required to grow Additional Value Creation Opportunities Exist • If Water is not Mixed, it will be sold • Valvoline value could be unlocked via tax-‐free spin and/or conversion to MLP • Aggressive share repurchase program in place • Attractive acquisition candidate for strategic and Minancial sponsors • Free option on higher interest rates Low Relative Valuation and Asset Value Creates Margin of Safety = Asymmetric Risk / Reward
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Executive OfMicers
77
James J. O'Brien, Chairman and Chief Executive OfRicer, Age: 58 Since 2002, O’Brien served as chairman and chief executive ofMicer. O'Brien leads Ashland's Executive Committee, whose members set Ashland's global strategy, manage its capital, and uphold Ashland's operating principles. O'Brien joined the former Ashland Chemical Company in 1976 as an accountant, a year after starting as an accounting intern. He quickly moved into operations, serving in product marketing and sales management positions in the chemicals and plastics businesses during the '80s. By 1992, O'Brien had gained the attention of then-‐Chairman and CEO John R. Hall. Hall tapped O'Brien to serve as his executive assistant to support him as the company grew its nonreMining businesses, strengthened its competitive position and focused on reducing its dependence on earnings from reMining. In 1995 he was named president of the company's Valvoline division and became an executive ofMicer of Ashland. At Valvoline, O'Brien and his team implemented a master brand strategy, while driving innovation and expanding the product line. In 2001, as group operating ofMicer, O'Brien initiated the successful redesign of the Ashland Distribution business model and increased Ashland Specialty Chemical's focus on markets, new products and applications and geographic expansion. A native of Circleville, Ohio, O'Brien is a graduate of The Ohio State University, from which he earned a bachelor's degree in accounting and Minance and a master's degree in business administration. He is a 1994 graduate of Leadership Kentucky.
J. Kevin Willis, Senior Vice President and Chief Financial OfRicer, Age: 47 Mr. Willis was elected senior vice president and chief Minancial ofMicer of Ashland in 2013. He oversees Ashland's worldwide Minancial functions and processes, including Minancial accounting and reporting, treasury and Minance, insurance, business development, planning and analysis, investor relations, tax and internal audit activities. A member of Ashland's Executive Committee, he shares overall responsibility for setting Ashland's global strategy, managing capital, and upholding Ashland's operating principles. Willis joined Ashland in 1987 as an associate auditor in the internal audit department. He served in various management positions of increasing responsibility, including leading teams on major projects in the business services, information technology, accounting and Minance areas. Spending nearly three years in The Netherlands, he helped lead Ashland's effort to standardize processes and implement accounting shared services across European operations. In 2004, Willis was designated general auditor. Later in 2007, he was appointed vice president and treasurer of Ashland. Since Ashland's acquisition of International Specialty Products (ISP) in August 2011, Willis served as Ashland's vice president of Minance, and controller for Ashland Specialty Ingredients, Ashland's largest and fastest-‐growing commercial unit. A native of Richmond, Ky., Kevin earned a bachelor’s degree in accounting from Eastern Kentucky University and an MBA from the Kellogg School of Management at Northwestern University. John E. Panichella, Senior Vice President and Group Operating OfRicer of Ashland; and President, Ashland Specialty Ingredients, Age: 53 Mr. Panichella was elected senior vice president of Ashland in 2011 and added the additional position of group operating ofMicer in September 2012. Also in 2011, he became president of Ashland Specialty Ingredients, when International Specialty Products Inc. was acquired and merged into Ashland Aqualon Functional Ingredients. Panichella joined Ashland in 2008 as a vice president and president of Ashland Aqualon Functional Ingredients, following Ashland's acquisition of Hercules, where he held a similar position. Prior to joining Hercules in 2006, Panichella enjoyed a 25-‐year career with General Electric and BetzDearborn, where he served in numerous management positions, including business development, operations management, sales and marketing, and strategic development. His last position at General Electric Water and Process Technologies was vice president and general manager of the Americas business. Before joining General Electric, he served as vice president of the Global Hydrocarbon Processing unit of BetzDearborn. A native of Pittsburgh, Pa., Panichella holds an M.B.A. from the University of Phoenix and a bachelor's degree in chemistry from the University of Pittsburgh. Luis Fernandez-‐Moreno, Vice President and President, Ashland Water Technologies, Age: 50 Mr. Luis Fernandez-‐Moreno joined Ashland in 2012 as president, Ashland Water Technologies. He heads a worldwide commercial unit that holds a global, leading market position as a specialty chemicals supplier of process, utility and functional chemistries for the papermaking industry. He also serves as vice president of Ashland and a member of the Ashland Operating Committee. A 30-‐year veteran of the global chemical industry, Fernandez-‐Moreno previously served as executive vice president of Arch Chemicals, Inc. where he was responsible for the wood protection and HTH water products businesses. Prior to that, he served as business group vice president of Dow Coating Materials which was formed after Dow Chemical acquired Rohm & Haas in 2009. He previously spent more than 25 years with Rohm & Haas in a series of leadership roles spanning across Europe, Latin America and the United States. Fernandez-‐Moreno earned a Bachelor of Science degree in chemical engineering from Universidad Iberoamericana in Mexico City. He also completed the Wharton Management Program at The Wharton School at the University of Pennsylvania.
Source: Company Website
Executive OfMicers (cont’d)
78
Samuel J. Mitchell Jr., Senior Vice President and President, Ashland Consumer Markets, Age: 51 Mr. Mitchell heads Ashland Consumer Markets, a commercial unit of Ashland Inc. His responsibilities include leadership of the worldwide Valvoline business of automotive and commercial lubricants, chemicals, and appearance products, as well as growth of the company's quick-‐lube business and continued development of innovative premium products. He joined Ashland in 1997 as director of marketing for Valvoline's brand management group. In August 1999, he was named vice president of marketing, and in 2000, vice president and general manager of the Valvoline DIY (Do-‐It-‐Yourself) retail business. He became president of Valvoline and a vice president of Ashland in 2002. In 2011, Mitchell was promoted to the role of senior vice president of Ashland, while retaining his responsibilities for Ashland Consumer Markets. Prior to joining Ashland, he held brand and category management leadership positions at The Clorox Company for eight years. A Birmingham, Mich., native, Mitchell earned a bachelor's degree from Miami University, Oxford, Ohio, and a master's degree in business administration from the University of Chicago. He is a graduate of the Harvard Business School's Advanced Management Program. Peter Ganz, Senior Vice President, General Counsel and Secretary, Age: 50 Mr. Ganz joined Ashland in 2011 as senior vice president and general counsel, responsible for managing all legal and corporate governance matters pertaining to Ashland. In addition, he oversees the company's government relations function and serves as Ashland's chief compliance ofMicer, chairing its Ethics and Compliance Committee. He also serves as a member of Ashland's Executive Committee, sharing overall responsibility for setting Ashland's global strategy, managing capital, and upholding Ashland's operating principles. Immediately prior to joining Ashland, Ganz was a partner with the law Mirm Sedgwick LLP in Newark, N.J. From 2005 to 2010, he served as executive vice president, general counsel and secretary of Foster Wheeler AG, a global engineering, construction and project-‐management contractor and power-‐equipment supplier. Previously, he was senior vice president, general counsel and secretary of G-‐I Holdings Inc. (formerly GAF Corp.) and of its afMiliate, International Specialty Products Inc., in Wayne, N.J. Earlier in his career, Ganz practiced litigation for law Mirms McCarter & English in Newark, N.J., and Kramer, Levin, Nessen, Kamin & Frankel in New York, N.Y. He began his legal career serving a federal judicial clerkship with the Hon. Anne E. Thompson in the U.S. District Court for the District of New Jersey. A native of Charlotte, N.C., Ganz earned his bachelor of arts degree from Duke University in 1984. In 1987, he received his J.D. degree from Harvard Law School. He is a member of the New York, New Jersey and Kentucky state bar associations and the American Corporate Counsel Association. Theodore L. "Ted" Harris, Senior Vice President and President, Global Supply Chain of Ashland; and President, Ashland Performance Materials, Age: 47 Mr. Harris was named president, Ashland Performance Materials, in 2009. n addition, as president, Global Supply Chain, Harris holds Ashland-‐wide responsibility for the functions that encompass the manufacture and delivery of products to customers. Harris joined the company in 2004 as vice president and general manager of the Composite Polymers group within Ashland Performance Materials. In 2006, he was named a vice president of Ashland and president of Ashland Distribution. In 2008, he was named president of Ashland's Global Supply Chain. In 2008 and 2009, he also led the development and execution of the global integration strategy related to the Hercules acquisition. In 2011, Harris was named a senior vice president of Ashland, while retaining his responsibilities for Performance Materials and the Global Supply Chain. Immediately prior to joining Ashland, Harris served as general manager of the Food Ingredients Division within FMC's Food, Pharmaceutical and Personal Care Group in his career with FMC Corp., which began in 1992. A native of Philadelphia, Pa., Harris earned a bachelor's degree in chemical engineering from Lehigh University. He also holds an M.B.A. from the Harvard Graduate School of Business Administration. Susan B. Esler, Vice President and Chief Human Resources and Communications OfRicer, Age: 51 Ms. Esler assumed leadership of both the human resources and corporate communications functions of Ashland in 2006. She is responsible for the global management of all aspects of human resources, including talent management and development, compensation and beneMits, and labor and employee relations. Her communications responsibilities include corporate and Minancial communications, public relations and business-‐to-‐business marketing communications. She joined Ashland in 1999 as manager, executive compensation. She was promoted in 2001 to director, corporate human resources, and in 2002, to vice president, human resources programs and services. In 2004, she became vice president, human resources, and in 2006, communications and corporate affairs were added to her responsibilities. She was named to her current position of vice president and chief human resources and communications ofMicer in 2011. Immediately prior to joining Ashland, Esler served as senior director of compensation, beneMits and HRIS for PepsiCo Food Systems. She held various HR leadership roles within the PepsiCo organization starting in1990. Esler has also been employed as a compensation consultant with Mercer and started her working career at Dow Chemical as an HR specialist. A native of Pittsburgh, Pa., Esler is a graduate of Miami University, Oxford, Ohio, and earned her master's degree in business administration from the Weatherhead School of Management at Case Western Reserve University, Cleveland, Ohio. Source: Company Website
Executive OfMicers (cont’d)
79
J. William Heitman, Vice President and Controller, Age: 58 Mr. Heitman joined Ashland in 2008 with more than 30 years of Minancial experience in various industries, including automotive and chemicals. As vice president and controller, he is responsible for Ashland's global Minancial accounting and reporting processes, including oversight of accounting policies and practices and external and internal Minancial reporting. Previously, Heitman served as controller for the $9 billion North American Tire operations of Goodyear Tire & Rubber Co., responsible for all accounting and shared services for North America. While there, he was a key contributor to the signiMicant restructuring of operations and implementation of an enterprise resource planning (ERP) system and processes related to Sarbanes-‐Oxley compliance. He joined Goodyear in 2004 after three years of experience in the chemical industry at Ferro Corp., where he served as vice president of Minance and interim chief Minancial ofMicer. At Ferro, he led the Minancial integration of a sizeable global acquisition and was a key contributor to a $500 million debt-‐reduction effort. Heitman was also vice president and controller for Moen Inc., where he spent six years. Earlier in his career, he held numerous Minancial positions during a 16-‐year tenure with TRW. Heitman earned a B.S.B.A. degree in accounting and an M.B.A. in Minance from Pittsburg State University, Pittsburg, Kan. He is a certiMied public accountant and a member of the Financial Executives Institute, the American Institute of CertiMied Public Accountants and the Ohio Society of CPAs. Steven E. Post, Vice President, Operations and Environmental, Health and Safety, Age: 58 Steve Post is responsible for Ashland's global manufacturing operations and environmental, health and safety (EH&S) activities. Post came to Ashland in 2011 following its acquisition of International Specialty Products Inc. (ISP). He joined ISP in 1999 when it acquired Monsanto's alginates business, which he served as president. Post soon became ISP's senior vice president of Operations, managing global manufacturing, which included 18 production facilities and engineering, process technology and environmental, health, safety and security functions. Prior to ISP, Post enjoyed a 20-‐year career with Merck, holding manufacturing roles of increasing responsibility in both the U.S. and Europe. While at Merck, he gained signiMicant experience in the production of specialty polymers derived from natural raw materials and fermentation in the company's Kelco division. Following Monsanto's acquisition of the Kelco division, Post worked for Mive years in Monsanto's nutrition and consumer group managing manufacturing, procurement and logistics, engineering and EH&S, prior to being appointed president of the alginates business. A native of Alliance, Ohio, Post grew up in Tempe, Ariz. He holds a bachelor of science in chemical engineering from Arizona State University and served on the board of governors of the Society of Chemical Manufacturers & AfMiliates (SOCMA). Anne T. Schumann, Vice President and Chief Information and Administrative Services OfRicer, Age: 52 Ms. Schumann was named vice president and chief information and administrative services ofMicer in August 2009. In this role, she holds responsibility for Ashland's global information technology functions, security and facilities management. Schumann joined the company in 2008 as vice president, acquisition integration, at the time Ashland acquired Hercules Incorporated. Previously, she served as Hercules' vice president of information technology from 2006, with responsibility for human resources added in 2008. She joined Hercules in 2000 as vice president of the Hercules Shared Services Center. Before joining Hercules, Schumann served as director of Minance and management operations for Bryn Mawr College near Philadelphia, Pa. She also spent 11 years with ARCO Chemical Company, holding various management positions in Minance, human resources and global business operations. She began her career in 1984 with Continental Illinois National Bank, where she managed corporate banking portfolios. A native of Chicago, Ill., Schumann earned a bachelor of science in environmental biology from the University of Illinois and an M.B.A. in Minance from Indiana University. Walter H. Solomon, Vice President and Chief Growth OfRicer, Age: 52 Ashland vice president and chief growth ofMicer since August 2005, Mr. Solomon is responsible for the company's enterprise strategy. His team has mapped Ashland's transformation from a U.S. regional oil reMiner into a global specialty chemical company and leader in sustainable chemistry. Solomon joined Ashland in 2002 as senior vice president and general manager of Ashland Consumer Markets' (Valvoline) Do-‐It-‐Yourself business unit. While in that role, his team grew proMitability and premium lubricant volume each year. Prior to joining Ashland, Solomon spent 20 years growing both large and small companies. His Mirst 10 years were in a series of brand management roles with Procter & Gamble, ultimately directing marketing in P&G's hair care and juice drink businesses. During that time, Pantene* grew from a small, boutique brand into a $100+ million business en route to becoming one of P&G's billion-‐dollar global brands. He spent the next 10 years leading privately funded startup companies in the healthcare and software industries, including an Inc. 500* company and an internet technology incubator. A native of Charleston, S.C., Solomon has served as president, chairman or vice chairman of the board of trustees of four not-‐for-‐proMit organizations and as a board member for six others. He received his bachelor's degree in commerce from the University of Virginia. Source: Company Website
Management Compensation
80
Executive management highly aligned with long-‐term shareholders.
• Compensation Philosophy
- “seeks to align executive compensation with shareholder value on an annual and long-‐ term basis through a combination of the following types of compensation: base pay, annual incentive compensation awards and long-‐ term incentive compensation awards which are comprised primarily of stock appreciation rights (“SARs”) and Long Term Incentive Plan Awards ("LTIPs”)”
• Compensation Heavily Weighted Towards At Risk Long Term Incentive Targets
- CEO: target of Total Direct Compensation (1) that is at risk is 84%:
- 64% to long term incentives
- 20% to annual incentives
- 16% to base salary
- Other Executive OfMicers Total Direct Compensation that is at risk is an average of 70%:
- 44% to long-‐ term incentives
- 26% to annual incentives
- 30% to base salary
Source: Ashland Proxy dated January 31, 2013. (1) Total Direct Compensation represents the sum of base salary + target annual incentive + target long-‐ term incentive. The base salary is the only Mixed compensation component. At-‐ risk compensation is
equal to the sum of target annual incentive + target long-‐ term incentive.
Board of Directors
81
BoD is currently made up of eleven directors, divided into three classes.
Brendan M. Cummins, Age: 61 Mr. Cummins served as a global strategic advisor to, and on the senior executive panel of, The Valence Group, a specialist mergers and acquisitions Mirm from 2010 until May 2012. Prior to that position, Mr. Cummins served with Ciba Specialty Chemicals as Chief Executive OfMicer from 2007 to 2008 and as Chief Operating OfMicer from 2005 to 2007. From 1974 to 2005, Mr. Cummins held a variety of international and senior management positions with Ciba. Mr. Cummins is an Associate and Fellow of the Institute of Company Accountants, is a Fellow of the Association of International Accountants and received a Diploma in Company Direction from the Institute of Directors in 2010. He also completed a management development program at Harvard in 1989.
Roger W. Hale, Age: 69 Mr. Hale is currently an independent consultant. He served as Chairman of the Board and Chief Executive OfMicer of LG&E Energy Corporation, a diversiMied energy services company headquartered in Louisville, Kentucky, from August 1990 until retiring in April 2001. Prior to joining LG&E Energy, he was Executive Vice President of BellSouth Corporation, a communications services company in Atlanta, Georgia. From 1966 to 1986, Mr. Hale held several executive positions with AT&T Co., a communications services company, including Vice President, Southern Region from 1983 to 1986.
Kathleen Ligocki, Age: 56 Ms. Ligocki is an Operating Executive at Kleiner Perkins CauMield & Byers, one of Silicon Valley's largest capital providers. She is also a principal in Pine Lake Partners, Inc., a consulting Mirm focused on turnaround and start-‐ up companies. She served as the Chief Executive OfMicer of Next Autoworks, from 2010 to 2012, and GS Motors, from 2008 to 2009, two privately-‐ held start-‐ up companies. Prior to joining GS Motors, Ms. Ligocki worked at Tower Automotive, the Ford Motor Company, United Technologies and General Motors Corporation. Ms. Ligocki holds a Bachelor of Arts degree in liberal studies from Indiana University, a Masters in Business Administration from The Wharton School at the University of Pennsylvania and honorary doctorates from Indiana University and Central Michigan University.
Vada O. Manager, Age: 51 Mr. Manager is the Chief Executive OfMicer of Manager Global Consulting Group and a Senior Director/Senior Counselor of APCO Worldwide, a strategic consulting company. Prior to this position, he was an independent global consultant. Mr. Manager served as the Senior Director of Global Issues Management for Nike, Inc. from 2006 until March 2009, and he held various management positions at Nike beginning in 1997. Before joining Nike, he performed a similar role for Levi Strauss & Co. and was also a Vice President of the Washington, D.C.-‐ based public affairs Mirm, Powell Tate, a part of Weber Shandwick. Mr. Manager holds a Bachelor of Science degree in political science from Arizona State University and performed graduate work at the London School of Economics.
James J. O'Brien, Age: 58 Mr. O'Brien is Ashland's Chairman of the Board and Chief Executive OfMicer. Prior to this position, Mr. O'Brien was President and Chief Operating OfMicer of Ashland and Senior Vice President and Group Operating OfMicer of Ashland. He also served as the President of Valvoline from 1995 to 2001. Mr. O'Brien holds a Bachelor of Science degree in accounting and Minance and a Masters in Business Administration from The Ohio State University.
Source: Ashland Proxy dated January 31, 2013.
Board of Directors (cont’d)
82
Barry W. Perry, Age: 66 Mr. Perry served as Chairman and Chief Executive OfMicer of Engelhard Corporation from January 2001 to June 2006. Prior to this position, he held various management positions with Engelhard Corporation beginning in 1993. From 1991 to 1993, Mr. Perry was a Group Vice President of Rhone-‐ Poulenc. Prior to joining Rhone-‐ Poulenc, he held a number of executive positions with General Electric Company. Mr. Perry holds a Bachelor of Science degree in plastics engineering from the University of Massachusetts. Mark C. Rohr, Age: 61 Mr. Rohr is Chairman and Chief Executive OfMicer of Celanese Corporation, a technology and specialty materials company. He has served in these roles since April 2012. Prior to this position, he held several executive positions with Albemarle Corporation, a specialty chemical company, including Executive Chairman of the Board (2011-‐ 2012), Chairman of the Board (2008-‐ 2011), Chief Executive OfMicer (2002-‐ 2011) and President (2000-‐ 2010). Before joining Albemarle, he served with Occidental Chemical Corporation as Senior Vice President, Specialty Chemicals. Mr. Rohr holds Bachelor of Science degrees in chemistry and chemical engineering from Mississippi State University. George A. Schaefer, Jr., Age: 67 Mr. Schaefer served as Chairman of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank headquartered in Cincinnati, Ohio until June 2008. Prior to this position, he held several executive positions with Fifth Third Bancorp and Fifth Third Bank, including Chief Executive OfMicer, President and Chief Operating OfMicer. Mr. Schaefer holds a Bachelor of Science degree from the U.S. Military Academy at West Point and a Masters in Business Administration from Xavier University.
Janice J. Teal, Age: 60 Dr. Teal served as the Group Vice President and Chief ScientiMic OfMicer for Avon Products Inc., a direct seller of beauty and related products, from January 1999 to May 2010. Prior to that position, Dr. Teal served as Vice President of the Avon Skin Care Laboratories, where she led the bioscience research and skin care teams. Dr. Teal holds a doctorate degree and a Master of Science degree in Pharmacology from Emory University Medical School, a Pharmacy Degree from Mercer University and was a Post-‐ Doctoral Fellow at the New York University Medical Center Institute of Environmental Medicine. John F. Turner, Age: 70 Mr. Turner served as Assistant Secretary of State for the U.S. Department of State's Bureau of Oceans and International and ScientiMic Affairs in Washington, D.C., from November 2001 until July 2005. Prior to serving at the Department of State, he was President and Chief Executive OfMicer of The Conservation Fund, a non-‐ proMit organization dedicated to conserving America's natural and historic heritage. Mr. Turner also served in the Wyoming state legislature for 19 years and is a past president of the Wyoming State Senate. He is also a managing partner in The Triangle X Ranch in Wyoming and a visiting professor at the University of Wyoming. Mr. Turner holds a Bachelor of Arts degree in biology from the University of Notre Dame and a Master of Science degree in wildlife ecology from the University of Michigan. Michael J. Ward, Age: 62 Mr. Ward is Chairman of the Board and Chief Executive OfMicer of CSX Corporation, a transportation supplier. Prior to this position, he was President of CSX Transportation, the corporation's rail unit. Mr. Ward holds a Bachelor of Science degree from the University of Maryland and a Masters in Business Administration from the Harvard Business School. Source: Ashland Proxy dated January 31, 2013.
Director Compensation
83
Annual Retainer • an annual retainer of $90,000 for each director • an additional annual retainer of $20,000 for the Lead Independent Director • an additional annual retainer of $15,000 for the Chair of the Audit Committee and $9,000 for Audit Committee members • an additional annual retainer of $10,000 for other Committee Chairs • Non-‐ employee directors may elect to receive part or all of each retainer in cash or in shares of Ashland Common Stock. They may also elect to have a portion or all retainers
deferred and paid through the Directors' Deferral Plan. The directors who make an election to defer retainers may have the deferred amounts held as common stock units (share equivalents) in the hypothetical Ashland Common Stock fund or invested under the other available investment options under the plan. The payout of the deferred retainers occurs upon termination of service by a director. Directors may elect to have the payout in a single lump sum or in installments not to exceed 15 years. For deferrals before January 1, 2005, upon a "change in control" of Ashland (as deMined in the Directors' Deferral Plan), amounts in the directors' deferral accounts will be automatically distributed as a lump sum in cash to the director. For deferrals on and after January 1, 2005, distributions for such deferrals will be made pursuant to each director's election and valued at the time of the distribution.
Restricted Shares / Units • Upon election to the Board of Directors, each new director received 1,000 restricted shares of Ashland Common Stock. • Each non-‐ employee director also receives an annual award of deferred restricted stock units in the Directors' Deferral Plan with a grant date value of $100,000 (pro-‐ rated as
applicable for less than a full-‐ year of service). The restricted stock units vest one year after date of grant or upon the date of the next annual shareholder meeting, if earlier. Dividends on restricted stock units are reinvested in additional restricted stock units. Upon a "change in control" of Ashland, the restricted stock units immediately vest. A director may elect before the restricted stock units vest to have his or her vested units paid in shares of Ashland Common Stock or in cash after the director terminates from service.
Stock Ownership Guidelines Minimum ownership guidelines for non-‐ employee directors which require each director to own the lesser of (i) 12,500 shares or units of Ashland Common Stock, or (ii) Ashland Common Stock having a value of at least Mive times his or her base annual cash retainer of $90,000. Each newly elected director has Mive years from the year elected to reach this ownership level.
“The Board of Directors considers Ashland Common Stock ownership by directors to be of utmost importance. The Board believes that such
ownership enhances the commitment of directors to Ashland's future and aligns their interests with those of Ashland's other shareholders.”
Source: Ashland Proxy dated January 31, 2013.
Board aligned with shareholders.
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