EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm
EXHIBIT 99.1
19th Annual Citi Chemicals
Conference
James J. O'Brien
Chairman and Chief Executive Officer
December 2, 2008
 
 

 
2
Forward-Looking Statements
This presentation contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include those made with respect to Ashland’s operating performance and Ashland’s acquisition of Hercules Inc. These expectations are based upon a number of assumptions, including those mentioned within this presentation. Performance estimates are also based upon internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, weather, operating efficiencies and economic conditions, such as prices, supply and demand, cost of raw materials, and legal proceedings and claims (including environmental and asbestos matters). These risks and uncertainties may cause actual operating results to differ materially from those stated, projected or implied. Such risks and uncertainties with respect to Ashland’s acquisition of Hercules include the possibility that the benefits anticipated from the Hercules transaction will not be fully realized; the substantial indebtedness Ashland has incurred to finance the acquisition may impair Ashland’s financial condition; the restrictive covenants under the debt instruments may hinder the successful operation of Ashland’s business; future cash flow may be insufficient to repay the debt; and other risks that are described in filings made by Ashland with the Securities and Exchange Commission (SEC). Although Ashland believes its expectations are based on reasonable assumptions, it cannot assure the expectations reflected herein will be achieved. This forward-looking information may prove to be inaccurate and actual results may differ significantly from those anticipated if one or more of the underlying assumptions or expectations proves to be inaccurate or is unrealized or if other unexpected conditions or events occur. Other factors, uncertainties and risks affecting Ashland are contained in Ashland's periodic filings made with the SEC, including its Form 10-K for the fiscal year ended September 30, 2008, which is available on Ashland’s Investor Relations website at http://investor.ashland.com or the SEC’s website at www.sec.gov. Ashland undertakes no obligation to subsequently update or revise the forward-looking statements made in this presentation to reflect events or circumstances after the date of this presentation.
 
 

 
3
1Rankings are based on internal estimates of competitive specialty chemicals sales; includes Hercules Paper
Technologies and Ventures and Aqualon sales and excludes Ashland Consumer Markets and Ashland Distribution sales.
Specialty chemicals companies are defined as those that generate 70 percent or more of profits from specialty chemicals
sales. Sales and profit estimates used to determine these rankings are based on publicly available data.
With the Acquisition of Hercules
on Nov. 13, 2008 …
 We’ve taken a major step in achieving our objective
 to create a leading global specialty chemicals company1
 
 
 - Now among the 5th largest in North America and
 10th largest in the world
 Acquisition enables:
 
 - More stable and predictable earnings
 
 - Stronger cash flows
 - Access to higher long-term growth markets worldwide
 
 Focus on paper and water technologies, specialty resins
 and specialty additives and ingredients
 
 Broad geographical diversity
 
 - Approximately $3.7 billion of pro forma revenues generated
 outside North America
 Renewable resources represent 33 percent of pro forma EBITDA
 
 
 

 
4
Ashland
Performance
Materials
Ashland
Hercules
Water
Technologies
Ashland
Distribution
Ashland
Consumer
Markets
(Valvoline)
Ashland
Aqualon
Functional
Ingredients
1 For the 12 months ended Sept. 30, 2008. Revenue includes intersegment, Hercules Paper Technologies &
 Ventures and Aqualon sales. See Appendix for reconciliation of pro forma EBITDA.
Ashland Today
 Pro forma sales and operating revenue1 = $10.7 billion
 Pro forma EBITDA1 = $717 million
 
 

 
5
Ashland
Distribution
40%
Ashland
Distribution
40%
Ashland
Consumer
Markets
16%
By commercial unit
19%
19%
1 For the 12 months ended Sept. 30, 2008, including intersegment, Hercules Paper Technologies &
 Ventures and Aqualon sales.
North
America
65%
North
America
65%
Latin America/
Other - 4%
Europe
Europe
24%
24%
 35 percent of total revenue comes
 from outside North America
Fiscal 2008 Pro Forma1
Sales and Operating Revenue
 
 

 
6
1 For the 12 months ended Sept. 30, 2008.
 
Ashland
Ashland
Distribution
Distribution
10%
10%
Ashland
Ashland
Performance Materials
Performance Materials
 13%
 13%
Ashland Consumer
Markets
16%
Ashland Hercules
Water Technologies
Ashland Hercules
Water Technologies
25%
25%
Ashland
Ashland
Aqualon Functional
Aqualon Functional
Ingredients
Ingredients
36%
36%
 74 percent of EBITDA comes from specialty chemicals
 33 percent of EBITDA comes from renewable materials
Pro Forma EBITDA1
by commercial unit
ASH
NYSE Ticker Symbol:
2,042
Active patents worldwide:
596
Active patents in U.S.:
More than
100
Number of countries
in which Ashland
has sales:
35%
 % outside N.A.:
~16,000
Employees:
Corporate Profile
 
 

 
7
Ashland
Performance
Materials
Ashland
Hercules
Water
Technologies
 
Ashland
Distribution
Ashland
Consumer
Markets
(Valvoline)
 
Ashland
Aqualon
Functional
Ingredients
 
#1 global leader
in unsaturated
polyester resins
and vinyl ester
resins
#3 passenger-
car motor oil
and
#2 quick-lube
chain in the
United States
#2 plastics
and #3
chemicals
distributor
in North
America
#1 global
producer
of
papermaking
chemicals
#2 global
producer
of cellulose
ethers
Strong Leadership Positions
in the Markets We Serve
 
 

 
8
North
America
43%
Latin America/
Other - 6%
E&PS
18%
E&PS
18%
Pulp/ Paper
57%
Business Overview
Customers/
Markets
 Pulp and paper processing
 Industrial and institutional
 Mining
 Municipal wastewater treatment
 Merchant marine
Products/
Services
 Process chemicals for microbial
 and contaminant control,
 pulping aids and retention aids
 
 
 
 Functional chemicals
 for sizing and wet strength
 Utility water treatments
 Process water treatments
 Technical products and
 shipboard services
 for the merchant marine
 and cruise ship industry
 
 
 
 
 
 
 
Revenue
by Geography
 
Revenue
by Market
 
Marine - 7%
Asia
Pacific
12%
Europe
39%
For the Fiscal Year Ended Sept.30, 2008
Pro Forma Revenue: $2.1 billion
Pro Forma EBITDA: $186 million
 Pro Forma EBITDA Margin: 8.9%
 
Industrial
18%
Industrial
18%
Ashland Hercules Water Technologies
A major global supplier of process and functional chemicals
 
 
 

 
9
Pkg. &
 
North
America
North
America
45%
45%
Europe
36%
Latin
America/
Other -
9%
Trans-
portation
Trans-
portation
24%
24%
Ind.
Constr.
27%
Business Overview
Customers
 Auto manufacturers; foundries;
 pipe and tank fabricators; bathware,
 countertop and window lineal
 manufacturers; pipe relining
 contractors; boat builders; wide
 and narrow web printers
Products/
Services
 Adhesives and Composites
 - Unsaturated polyester resins
 - Vinyl ester resins
 - Gelcoats
 - Pressure-sensitive adhesives
 - Structural adhesives
 - Specialty resins
 Casting Solutions
 - Foundry binder resins
 
 
 - Chemicals
 - Sleeves and filters
 - Design services
Markets
 Transportation, construction,
 marine, packaging and converting
Revenue
by Geography
 
Revenue
by Market
 
For the Fiscal Year Ended Sept. 30, 2008
Revenue: $1.6 billion
EBITDA: $94 million
EBITDA Margin: 5.8%
 
Res.
Constr.
14%
Infra-
structure
15%
Marine - 9%
Asia
Pacific - 10%
Ashland Performance Materials
A global leader in specialty chemicals
 
 
 

 
10
Business Overview
Customers
 Diversified, global customer
 base
Products
 Broad product line based
 on renewable resources
 - Water soluble polymers
 (cellulose ethers and guar
 derivatives)
 - Refined wood rosin and
 natural wood terpenes
Markets
 Water-based paints
 Paper coatings
 Construction
 Oilfield (chemicals and
 drilling muds)
 Regulated markets
 - Personal care
 - Food
 - Pharmaceuticals
North
America
North
America
37%
37%
Asia
Pacific
Asia
Pacific
16%
16%
Europe
41%
Other - 6%
Coatings &
Construction
49%
Coatings &
Construction
49%
Energy &
Spec. Solutions
26%
Regulated
Industries
25%
Regulated
Industries
25%
Revenue
by Geography
Revenue
by Market
For the 12 Months Ended Sept. 30, 2008
Revenue: $1.1 billion
EBITDA: $261 million
EBITDA Margin: 23.7%
Ashland Aqualon Functional Ingredients
A global leader in managing rheology of water-based systems

 
 

 
11
Lubricants
80%
Filters - 3%
Valvoline
Int'l - 23%
Valvoline
Int'l - 23%
Do-It-
Yourself
35%
Business Overview
Customers
 Retail auto parts stores and
 mass merchandisers who sell
 to consumers; installers, such
 as car dealers and quick lubes;
 distributors
Products/
Services
 Valvoline® lubricants and
 automotive chemicals
 MaxLife® lubricants
 for high-mileage vehicles
 SynPower® synthetic motor oil
 Eagle One® and Car Brite®
 appearance products
 Zerex® antifreeze
 Valvoline Instant Oil Change®
 service
Market
Channels
 Do-It-Yourself (DIY)
 Do-It-For-Me (DIFM)
 Valvoline International
Revenue
by Product Line
Revenue
by Market Channel
Do-It-
For-Me
37%
DIFM:
Installer channel
23%
Specialty/
Other - 5%
DIFM:
Valvoline Instant
Oil Change - 14%
Chemicals - 6%
Appearance
products - 3%
Antifreeze - 8%
For the Fiscal Year Ended Sept. 30, 2008
Revenue: $1.7 billion
EBITDA: $115 million
EBITDA Margin: 6.9%
Ashland Consumer Markets: A leading worldwide
marketer of premium-branded automotive lubricants and chemicals
 
 

 
12
Chemicals
Chemicals
47%
47%
Plastics
41%
Environmental
Service/Other -
2%
Construction
Construction
24%
24%
Other
15%
Business Overview
Customers
 Diversified customer base
Products/
Services
 More than 7,000 packaged and
 bulk chemicals, solvents,
 plastics and additives
 Comprehensive, hazardous
 and nonhazardous waste-
 management solutions
 in North America
Markets
 Construction
 Transportation
 Chemical manufacturing
 Paint and coatings
 Retail consumer
 Personal care
 Medical
 Marine
Revenue
by Product
Line
Revenue
by Market
Trans-
portation
15%
Paint & Coatings - 10%
Medical - 6%
Marine - 4%
Com-
posites
10%
Chemical Mfg.
- 11%
Retail
Consumer - 8%
Personal
Care - 7%
For the Fiscal Year Ended Sept. 30, 2008
Revenue: $4.4 billion
EBITDA: $75 million
EBITDA Margin: 1.7%
Ashland Distribution
A leading North American chemicals and plastics distributor
 
 

 
13
1 As adjusted for bank covenants. Debt/EBITDA ratio of 3.5x based on trailing 12 mos. pro forma EBITDA.
Financial Structure
 $2.6 billion of debt, plus $200 million available revolver capacity
 - Term Loan A, Term Loan B, bridge loan, revolver, and A/R securitization
 - Approximately $250 million book interest expense
 Approximately 74 million common shares, including 10.5 million issued
 as part of Hercules transaction
 Approximately $100 million cash
 Goal of attaining investment-grade credit rating in two to four years
 - Current corporate credit ratings of BB- / Ba2 from S&P and Moody's
 
 

 
14
October Update
 Legacy Ashland Water Technologies
 - Sales down slightly in Europe, but up slightly
 in Americas, vs. October 2007
 Performance Materials
 - Volume down 12 percent vs. October 2007
 Consumer Markets (Valvoline)
 - Lubricants volume down 17 percent vs. October 2007
 - Gross profit percentage up vs. September 2008
 Distribution
 - Volume down 11 percent vs. October 2007
 - Gross profit percentage down vs. September 2008
 Operating-segment trade working capital
 improved to 12.2 percent of sales
 
 

 
 - $80 million run-rate
 by end of FY 2009
 - $20 million run-rate
 by end of CY 2008
 
15
Sales & Marketing
Manufacturing
Purchasing
Sales & Marketing
Manufacturing
Purchasing
G&A
G&A
 Estimated one-time
 integration costs
 still being finalized
 Key areas for synergy
 - Corporate function
 restructuring
 - Global supply chain
 - Paper/Water integration
 $120 million estimate
 (cost savings only)
 - Run-rate by the end
 of FY 2010
 - $80 million run-rate
 by end of FY 2009
 
 
 

 
16
Focus on Cash Flow
 Reduced dividend reflects levels
 of specialty chemical peers
 Capital expenditures expected to be
 approximately $200 million
 Accelerate realization of $120 million
 of synergies
 Focus on expense control and
 discretionary spending
 Other sources
 
 

 
17
Investment in Ashland
 Focus on cash generation producing results
 Realizing cost structure efficiencies
 Completion of Hercules acquisition creates
 a major, global specialty chemicals company
 - 74 percent of pro forma EBITDA derived
 from specialty chemicals core, with roughly one-third
 from bio-based chemistries
 - $10.7 billion in pro forma sales and operating revenue,
 with 35 percent from outside North America
 - Drives stronger, higher margin, less cyclical earnings
 
 

 
Appendix
 
 

 
19
(20) bp
 
4.5%
4.3%
EBITDA as a percent of sales
 
3)%
349)
$
358)
$
Earnings before interest, taxes, depreciation
 and amortization (EBITDA)
Twelve months ended Sept. 30,
 
(in millions, except change)
 
(30) bp
 
2.8%
2.5%
 Operating income percentage
 
110) bp
 
15.0%
13.9%
 SG&A percentage
 
(140) bp
 
17.2%
15.8%
 Gross profit percentage
 
(1)%
10 %
-)%
(1)%
(9)%
8 %
Fav./(Unfav.)
 
6,447)
7,056)
 Cost of sales
49)
54)
Equity and other income
216)
213)
Operating income
 
2007
2008
1,171)
1,338)
7,785)
$
1,166)
Selling, general & administrative expenses
 
1,325)
Gross profit
8,381)
$
Sales and operating revenue
 
Fiscal 2008
Financial Results
 
 

 
The information provided in this presentation regarding earnings before interest, taxes, depreciation, and amortization (EBITDA) does not conform to generally accepted accounting principles (GAAP) and should not be construed as an alternative to the reported results determined in accordance with GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the Company and its operating segments. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported GAAP results in the financials that follow in this Appendix.
20
Regulation G: Reconciliation
of Operating Income to EBITDA
 
 

 
21
(in millions)
Ashland Inc. Fiscal Year Ended Sept. 30
Regulation G: Reconciliation
of Operating Income to EBITDA
 
 

 
22
Hercules Inc. 12 Months Ended Sept. 30, 2008
Regulation G: Reconciliation
of Operating Income to EBITDA