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Ashland, Inc. (NYSE:ASH)

F4Q11 Earnings Call

November 9, 2011 9:00 am ET

Executives

David Neuberger – Director of Investor Relations

James L. O’Brien – Chairman of the Board & Chief Executive Officer

Lamar M. Chambers – Chief Financial Officer & Senior Vice President

Samuel J. Mitchell, Jr. – Vice President & President Ashland Consumer Markets

John Panichelle – President of Specialty Ingredients

Analysts

John McNulty – Credit Suisse

Jeffery Zekauskas – JPMorgan

Analyst for Laurence Alexander – Jefferies & Co.

David Begleiter – Deutsche Bank Securities

Michael Harrison – First Analysis Corp.

Michael Sison – Keybanc Capital Markets

Operator

Welcome to the Ashland Incorporated fourth quarter earnings call. At this time all participants are in a listen only mode. Later, we will conduct a question or answer session and instructions will follow at that time. (Operator Instructions) As a reminder, this conference call is being recorded. I would now like to turn your conference over to your host today Mr. David Neuberger, Director of Investor Relations at Ashland Incorporated.

David Neuberger

Welcome to Ashland’s fourth quarter fiscal 2011 conference call and webcast. We released results for the quarter ended September 30, 2011 at approximately 5PM Eastern Time yesterday and this presentation should be viewed in conjunction with the earnings release. These results are preliminary until we file our 10K later this month. On the call today are Ashland’s Chairman and Chief Executive Officer Jim O’Brien; Lamar Chambers, Senior Vice President and Chief Financial Officer; Sam Mitchell, President of Ashland Consumer Markets; and John Panichelle, President of Specialty Ingredients.

Before we get started, let me know that as show on Slide Two, our remarks today will include forward-looking statements as that term is defined in securities laws. We believe any such statement are based on reasonable assumptions but cannot assure that such expectations will be achieved. Please also not that during this presentation we will be discussing adjusted and pro forma results. We believe these adjusted and pro forma results enhance understanding of our performance by more accurately reflecting our ongoing business.

Please turn to Slide Three for our fourth quarter highlights. Certainly the highlight of the September quarter was the completion of the International Specialty Products Acquisition on August 23rd. This was a $3.2 billion cash transaction. International Specialty Products, or ISP for short was a privately owned specialty chemical manufacturer of functional and active ingredients with strong positions in key growth markets including personal care and pharmaceutical.

For Ashland’s fiscal 2011 and on a standalone basis, ISP reported sales of $1.9 billion and EBITDA of $379 million. Following the close, we formed the Ashland Specialty Ingredients Commercial Unit from Ashland’s functional ingredients business and the majority of ISP. ISP’s elastomers business with sales primarily into the transportation markets was integrated into our Ashland Performance Materials Commercial Unit.

For fiscal 2011 and on a full year pro forma basis, the combined Ashland and ISP would have generated sales of $8.2 billion and EBITDA of $1.2 billion with an EBITDA margin of 14.2%. Now, let’s get into the quarter’s results which include roughly five weeks of ISP. We reported a loss of $3.50 per share from continuing operations. This reported loss included a $3.51 unfavorable expense related to pension. When adjusted for pension and other key items which I’ll cover shortly, EPS was $1.01 as compared with $0.84 in the year ago quarter.

We achieved a 22% increase in sales to $1.8 billion. When we exclude the contribution of ISP, sales were still up 8%. Our adjusted EBTIDA was $221 million, including $40 million from ISP. $39 million of this total is included in specialty ingredient’s results. $7 million is included in performance materials, and the $6 million expense is included within the unallocated and other line item of our segment reporting.

Slide Four details our key items. In total six key items had a net unfavorable EPS impact on continuing operations of $4.51 in the September 2011 quarter. Our first key item is a $25 million after tax charge or a -$0.32 per share related to severance. This expense is primarily related to the corporate cost reduction efforts we described last quarter. In addition, water technologies incurred $9 million of pre-tax severance expense as part of a broad restructuring effort within that commercial unit. This restructuring is intended to reduce costs by $6 to $7 million annually while realigning resources to more closely match the water technologies growth strategy. These costs should be eliminated by the end of the December quarter.

Our second key item is a $11 million after tax charge or a -$0.14 per share for adjustments to environmental reserves and asset impairments in the quarter. These charges were associated with legacy sites unrelated to ongoing operations. Our third key item was a $10 million after tax charge or -$0.13 per share for stepped up inventory values related to the acquisition of ISP. It will likely take a couple of months to work through this inventory so we anticipate having a key item related to this in the December quarter as well.

Our fourth key item was a $275 million non-cash after tax charge or a -$3.51 per share related to our now annual pension adjustment. Ashland now recognizes pension gains and losses in the year in which they occur. The booked loss was due to asset returns below our long term expectations coupled with an approximately 80 basis point reduction in our discount rate since our last actuarial reevaluation.

Our fifth key item can be found on the net gain or loss on the acquisition or divestitures line and amounts to a $21 million after tax charge or a -$0.27 per share. This charge was due to transaction costs incurred with the purchase of ISP and a larger than usual tax receivable adjustment related to the former [Map] joint venture. Our last key item was a net $11 million charge or -$0.14 per share related to various discreet tax adjustments. In the year ago quarter, three key items combined for a net unfavorable impact on earnings of $2.37 per share.

Please turn to Slide Five and Lamar will provide some additional details on our pension accounting.

Lamar M. Chambers

On September 9th, Ashland filed an 8K with the SEC describing our change in our pension accounting. Previously actuarial gains and losses were amortized over the average future service period of active employees in the plant which for Ashland is approximately eight years. Now, we’ll recognize actuarial gains and losses in the year they occur. This is due to the preferred method of accounting and we feel it will increase transparency and comparability of Ashland’s results.

This revision has no effect on cash or future cash funding requirements. We felt this change was particularly warranted for Ashland. Roughly 85% of planned participants are no longer Ashland employees and many of these participants were employed by businesses that are no longer part of the company such as Ashland Distribution, APAC, and Marathon Ashland Petroleum. With this relatively large population and the previous accounting method, the majority of our pension expense in fiscal 2000 and 2011 prior to the change in accounting method was due to the amortization of prior gains and losses.

These charges were unrelated to the performance of our commercial unit, making it harder to track and understand the underlying commercial unit results from year-to-year. In practice, we will now make an adjustments to pension expense once a year in the September quarter when our actuarial updates are developed. Whether the pension adjustment is negative or positive, we will call out the adjustment as a key item when we report our results as we did this quarter.

Regarding the quarterly pension expense, each commercial unit will now only be charged for ongoing service expense related to its employees which is a cost being incurred as a part of the business operation. Since our pension plan is closed to new participants, the service expense will decline over time as employees leave the company. The remaining components of pension expense comprising of interest cost, expected return on plan assets, and prior service costs will all be included in the unallocated and other category of our segment reporting.

Now, I’ll turn the presentation back over to Dave.

David Neuberger

As you can see on Slide Six, Ashland’s September quarter sales increased 22% over the prior year quarter. Excluding ISP, sales increased 8% to $1.6 billion. Gross profit as a percent of sales declined 150 basis points versus the September 2010 quarter, largely due to increased raw material costs particularly in our consumer markets commercial unit. Selling, general, and administrative and research and development expenses collectively referred to as SG&A were up $25 million over the 2010 September quarter. ISP added $30 million of SG&A to the quarter. Excluding ISP, Ashland’s SG&A was down $5 million.

EBITDA of $221 million grew 30% over the prior year and was up 9% sequentially. Excluding ISP, EBITDA grew 6% over the prior year quarter to $181 million with particularly strong performance in our specialty ingredients commercial unit.

Now, turn to Slide Seven to review our volume trends. This chart shows underlying volume trends on a normalized and rolling four quarters basis. By totaling the trailing four quarters for each period, we are eliminating seasonality and showing yearly growth. The data has been normalized for acquisitions, divestitures, and joint ventures. However, we have yet to include any volume data for ISP.

As shown here, the functional ingredients commercial unit has been our strongest growth vehicle, averaging 10% volume growth over the past two years. Within this commercial unit, growth has been extremely consistent since December 2009. Performance materials had been growing at a similar pace but has recently flattened with the emerging regions slowing down as we closed out the year. In recent quarters, water technologies has experienced volume declines generally isolated to the mature economies. We believe this is due to ongoing pricing efforts that have had a moderating effect on volumes. Consumer markets have also come off recently due to the loss of a low margin tolling account as well as softness in the North American market. Sam will elaborate on that shortly.

Now, let’s turn to Slide Eight for Ashland’s overall EBITDA bridge. This chart shows what led to the September quarter’s performance as compared with the year ago quarter. Improvements in margin and SG&A expenses and the effects of currency translation all combined to more than offset somewhat softer volumes during the quarter. Margin contributed $7 million with Ashland’s pricing efforts more than covering our increased raw material costs on the dollar basis. SG&A excluding ISP and the effects of currency translation, contributed $5 million to our EBITDA growth. You are now seeing the benefits of our corporate cost reduction efforts and you’ll hear more about this from Lamar.

Currency translation had a $7 million positive effect on EBITDA due to a general weakening of the dollar versus a number of foreign currencies. As I mentioned earlier, ISP contributed $40 million to the quarter. The ASK Chemicals joint venture and other miscellaneous items accounted for $4 million of the EBITDA decline. Altogether, EBITDA increased by $51 million versus the year ago September quarter.

Now, let’s turn to Slide Nine for our liquidity and net debt. Total liquidity which is cash plus revolver capacity was $1.7 billion at the September quarter end. To close the ISP acquisition, we entered into a new term loan A and term loan B of $2.9 billion in total, increasing our gross debt to $3.8 billion. As you can see from the chart on the right, we have no significant debt repayment required until 2016 when our term loan A matures. However, I’ll mention that our 9 1/8th notes are callable in June 2013 for face plus half the coupon. This is our highest rate debt and our intent is to build liquidity in order to be in a position to call the notes at that time.

Given pro forma EBITDA for fiscal 2011 of $1.2 billion for the Ashland ISP combination, our gross debt to EBITDA is slightly below 3.3 times. Ashland has more than $700 million of cash on the balance sheet taking our net debt to pro forma EBITDA to 2.7 times. As expected, upon our closing of the ISP acquisition and related financing, Standard & Poor’s lowered our corporate rating by one notch to a BB with a stable outlook. Moody’s however maintained our BA1 rating.

With that, Sam Mitchell will now discuss Ashland consumer markets beginning on Slide 10.

Samuel J. Mitchell, Jr.

Consumer markets had a difficult September quarter and admittedly our results were disappointing. Lubricant volumes declined 6% from the prior September quarter and were down 7% sequentially which was in excess of what we typically expect for seasonality. The majority of the decline is attributable to the loss of a low margin tolling account. In addition, miles driven have been down roughly 1% to 2% versus the prior year and given economic uncertainty we believe some consumers have delayed routine maintenance such as oil changes.

Despite the volume declines our market share has actually improved at retail auto parts and in the DFIM channel. Sales increased 12% over the prior year quarter and were roughly even sequentially as our previously announced price increased took effect during the September quarter.

Gross profit declined to 23% of sales which I will discuss in a moment. SG&A increased by $10 million over the prior year with more than two thirds of the increase representing a higher investment in advertising and promotion. We also took an unusually high $3 million bad debt charge in the quarter. Overall consumer markets generated EBITDA of $39 million with an EBITDA margin of 7.5% for the September 2011 quarter.

Now please turn to Slide 11 for consumer market EBITDA bridge. Our bridge shows that reduced volumes, margin declines, and increased SG&A expenses all led to the drop in EBITDA versus a year ago quarter. The reduced volumes I just mentioned led to $5 million of EBITDA decline. Lower margins accounted for another $13 million. As compared with the prior September quarter our raw material costs were up roughly $65 million, 80% of which has already been captured through pricing. In total, EBITDA declined by $24 million from the September 2010 quarter.

Let’s look at our pricing actions on the next slide. Consumer markets has faced escalating raw material costs all year. Starting from a base line of January 1st, base oil which is our largest raw material purchase by far has increased by more than 40%. This consisted of four separate base oil cost increases shown here. Three of these four cost increases have already been offset through pricing recovering more than $160 million of annualized costs. The last base oil increase was an announced $0.50 per gallon increase that became effective July 1st. We have announced pricing to cover this increase and we expect to have it fully through the system by the end of the calendar year.

Given our success to date in recovering our cost, I am confident that we will get this price increase through as planned. Assuming costs are stable, this price increase should improve our gross profit as a percent of sales to the 27% to 29% range.

Now, I’ll turn the presentation over to John Panichelle to discuss Ashland Specialty Ingredients beginning on Slide 13.

John Panichelle

As Dave mentioned earlier, specialty ingredients is the combination of Ashland’s functional ingredients business and the majority of ISP. The data presented here incorporates ISP’s five week contribution to specialty ingredient’s results which include $12 million of stepped up depreciation and amortization. Now, let’s talk about our quarter.

Reported volumes were 69% above the prior year. When we exclude ISP, the volumes were still up and impressive 10%. On that same basis, volume was up 1% sequentially. Sales of $467 million were nearly double the prior year quarter. Excluding ISP sales still increased 30% to $310 million. Gross profit as a percent of sales was 31.9% in the September quarter. Excluding ISP gross profit was 32.5%, a 380 basis point improvement over the prior year.

I’ll remind you that the September quarter of last year was particularly weak primarily due to raw material cost inflations and higher freight. Our ongoing pricing efforts have been effective at recovering these higher costs and restoring more normalized margin levels.

SG&A increased by $30 million over the prior year to $78 million. Essentially, all of that increase was due to the addition of ISP. Maintaining SG&A levels has been an important part of our business strategy and I am pleased with the operating leverage we have demonstrated over the past year.

Overall, EBITDA more than doubled to $114 million. $39 million of the $69 million increase was due to ISP. The rest of the business was up roughly $30 million due to strong growth in volumes and margins. EBITDA as a percent of sales was 24.4%. Slide 14 shows specialty ingredients EBITDA bridge. ISP which generated $39 million of EBITDA during the time we owned it was the largest contributor to EBITDA growth.

Excluding ISP, volume gains contributed $9 million of the EBITDA increase. Year-over-year volume growth was greatest within the construction market which was up 28%. The energy market was also up significantly at 19% with particularly strong gains in North America due to increased hydraulic facturing activity.

Coatings was up 3% with good growth in emerging regions and production at our Nanjing facility essentially at full capacity for the quarter. Given the success of our now sold out Nanjing facility we’re increasing our global HEC capacity by another 7,000 metric tons. This will involve expansions in China, Europe, and North America. These expansions will cost roughly $20 million in total and they should be largely online during the first half of fiscal 2013.

Volumes in our regulated market were down particularly in food where we have been pursuing an upgrade of our overall product mix. Margins contributed $21 million to the EBITDA increase despite $23 million of higher raw material costs versus the prior year quarter. I’m proud of the successful pricing efforts and would like to thank our team for their diligence during the past year.

Slide 15 shows ISP’s standalone performance during the quarter. This includes all of ISP’s line of business and essentially shows results as if it were never purchased by Ashland. Versus the prior September quarter ISP sales increased 23% with growth in all lines of business. The strongest sales growth by far was in intermediate and elastomers. While gross profit dollars were up by $10 million, gross profit percent was down roughly 360 basis points. The majority of this decline was due to negative mix affect stemming from the growth in ISP’s historically lower margin businesses.

The remainder resulted from higher raw material costs and the associated price cost lag effect. Sequentially, gross profit was up approximately 80 basis points. EBTIDA of roughly $90 million was essentially even with the prior year quarter and the EBITDA margin was approximately 19%. With that, let’s take a look at how we’re organizing the combined business on Slide 16.

With full year pro forma sales of $2.5 billion and adjusted pro forma EBITDA of $608 million, specialty ingredients is a world leader in water soluble and film forming polymers. For fiscal 2011, our pro forma EBITDA margin would have been nearly 24%. Roughly 40% of sales go into the high growth high margin and marginally noncyclical personal care and pharmaceutical markets.

The coating market contributed 16% of pro forma sales and generally consists of additives for use in water based paints. Representing 16% of sales the industrial market includes the construction and energy segments. Our remaining sales go into the specialty performance market which covers a wide variety of markets and applications such as agriculture, inks and printing and batteries. This market also encompasses our entire insolvent and intermediate product line.

Environmentally friendly cellulose represents our largest product category. These green chemistries are based upon renewable inputs such as wood pulp and cotton linter. With the acquisition of ISP, we have no expanded our portfolio of water soluble polymers to include polyvinylpyrrolidones or PVPs, as well as vinyl ethers. We also now offer active ingredients that complement our functional products by more directly addressing end consumers’ wants and desires. A prime example of this is our anti-aging ingredients and UV absorbers that are sold into the skin care segment.

I am extremely pleased to be leading this world class organization and look forward to sharing considerable more details with you at our analyst day next week. With that, I’ll hand it over to Lamar beginning on Slide 17.

Lamar M. Chambers

Pharma technologies sales were $491 million or 6% above the year ago quarter. The increase was driven by pricing which was up more than $30 million over the prior year. Currency also had a positive effect on sales due to a weaker US dollar. The positive effects of pricing and currency more than offset reduced volumes during the quarter.

Gross profit as a percentage of sales were down slightly versus the prior year and was up 170 basis points sequentially. As compared with the September 2010 quarter, our raw material costs have increased by approximately $30 million. Our ongoing pricing efforts have now put us ahead of these costs on a dollar basis, but we’ve yet to push through enough pricing to fully restore margins.

As we closed out the quarter, the rate of raw material inflation began to moderate. If this continues it will aid in our margin recovery. At $50 million EBITDA increased 14% over the September 2010 quarter and was up 11% sequentially. The EBITDA margin in the September 2011 quarter was 10.2% or 70 basis points above the prior year and up 100 basis points sequentially.

Now, let’s turn to water technologies EBITDA bridge on Slide 18. As you can see increased margins and lower SG&A expenses were the primary drivers of EBITDA growth. Volume trends were mixed during the quarter with the mature economies of both North American and Europe both down while Asia Pacific and Latin America were up 10% and 4% respectively. I’ll note that volume was particularly strong in the year ago September quarter and that on a sequential basis volumes were down less than 1%.

We do believe that our ongoing pricing efforts have tempered volumes. Margins contributed $6 million to our year-over-year improvement in EBITDA with our processing now ahead of our costs. Our reported SG&A increased $1 million. When we exclude the effect of currency translation, SG&A had a positive $4 million effect. Currency translation was also favorable to EBITDA about $3 million due to the dollar depreciating against a number of other currencies. In total, EBITDA increased $6 million over the September 2010 quarter.

Now please turn to Slide 19 for performance materials. Before I get in to the results, please bear in mind that roughly five weeks of ISP’s elastomers business are included in performance material’s September quarter. Also, we contributed casting solutions to the ASK Chemical joint venture in December 2010 and this is no longer consolidated. Thus, while performance materials total volume per day was down 6% from the year ago quarter, adhesives and composites volumes were roughly even with the prior year.

By describing the performance of our adhesives and composites business, we exclude the effects of the casting solutions joint venture and the ISP’s elastomers business. Sequentially adhesives and composites volumes were down 9% more than one would contribute to typical seasonality. The sequential declines were strongest in Asia Pacific with China appearing to have temporarily backed off on its infrastructure spending during the quarter.

Sales were up 5% over the prior year with the elastomers business contributing $47 million. Adhesives and composite sales were up 13%. Gross profit of 13.2% of sales was down 444 basis points versus the prior September quarter. As we previously described the ASP chemicals joint venture had a negative mix effect on performance materials’ gross margin. This, coupled with higher manufacturing and raw materials costs that I’ll describe shortly largely led to the decline in gross profit as a percent of sales.

SG&A declined $12 million from the year ago quarter primarily attributable to expenses being transferred to the ASK Chemicals joint venture. Elastomers added only $2 million of SG&A. EBITDA totaled $24 million for the September quarter including a very strong contribution of $7 million from elastomers which benefitted from a declining raw material cost environment. EBITDA as a percent of sales was 6.5%.

Now let’s turn to our EBITDA bridge on Slide 20. Margin was one of the largest headwinds in the quarter. Roughly half of this effect was due to higher manufacturing costs including a roughly $2 million expense relating to a turnaround at one of our plants. The remaining half was primarily driven by higher raw material costs which increased roughly $34 million over the prior year. About 90% of this increase was recovered through pricing. We expect to recover the remainder in the coming months.

Other, primarily reflects our ASK Chemicals joint venture and includes roughly $2 million of [stranded] costs we previously described. The negative effects on margin and the ASK joint venture were somewhat offset by reduced SG&A expense, currency translation, and the five week contribution of the elastomers business. In total EBITDA declined by $4 million to $24 million in the September 2011 quarter.

Now let’s look at Ashland’s progress on our cost reduction program on Slide 21. Ashland is now in the midst of a $90 million cost reduction program. This program is intended to eliminate the [stranded] costs associated with the divestiture of Ashland Distribution and the formation of the ASK Chemicals joint venture as well as to achieve anticipated cost synergies from the ISP acquisition. As of the end of September we’ve achieved roughly $25 million of annualized run rate savings significantly exceeding our original estimate for the quarter.

These savings primarily came from reductions in supply chain, IT and finance. Our latest expectation is that the next $15 million of cost savings will come out over the next two quarters. Additional charges will be necessary to achieve these savings. The remaining $50 million of savings will come from synergies associated with the ISP acquisition. As we’ve previously said, we expect these synergies to be accomplished by the end of fiscal 2013 with the exact timing heavily dependent upon systems integration under our unified ERP platform.

Now let’s look at some corporate items on Slide 22. Capital expenditures were $105 million for the September quarter putting our fiscal year total to $201 million, roughly in line with our original expectations for the year. Net interest expense was $33 million for the September quarter which included five weeks of debt related to the ISP transaction. On a run rate basis, we expect annual book interest expense of approximately $230 million in total. Cash interest expense was about $205 million due to the non-cash amortization of debt issuance cost and other miscellaneous items.

Our effective tax rate for the quarter was 22% excluding the effects of key items, making our tax rate for the full fiscal year 28%. At 13.2% of annualized sales trade working capital, which excludes ISP, improved by 140 basis points versus the end of June. We’ve now updated our expectations concerning two items related to the ISP transaction. First is purchase accounting for the marked up, fixed, and intangible assets have led to approximately $115 million of stepped up depreciation and amortization. This higher D&A expense obviously has no effect on EBITDA cash flow but will have an effect on EPS.

Second is our expected tax rate for the consolidated business. Our original expectation was that Ashland’s overall tax rate could increase by as much as 500 basis points largely due to the potential need to repatriate earnings back to the US. After working through all the details and analyzing our future cash needs in both the US and abroad, we now expect our 2012 effective tax rate to be in the low 30% range.

Now, I’ll turn the presentation over to Jim O’Brien for his closing comments starting on Slide 23.

James L. O’Brien

As you’ve heard, we had mixed performance from our commercial units during the September quarter. Specialty ingredients had yet another great quarter with strong growth in volumes, sales and EBITDA. Water technologies also had a good quarter with pricing efforts gaining ground. Performance materials were somewhat softer than expected due to reduced volumes in higher manufacturing costs. And consumer markets, is still pushing through its last price increase.

Ashland’s volumes on average held up well but were down 1% versus the prior year. Excluding ISP sales were up 8% over the prior year and EBITDA was up 6% to $181 million. When we include the $40 million contribution from ISP for the five week period we’ve owned it, EBITDA was $221 million. During the quarter, we generated $25 million of free cash flow.

Let’s go to Slide 24 to reflect our fiscal 2011 accomplishments. By far, the most significant accomplishment of 2011 was the acquisition of ISP. This defining transaction solidifies Ashland’s position as one of the leading specialty chemical companies in the world. Also, in 2011 we completed the sale of Ashland distribution, further transitioning Ashland a way from its cyclical past.

This sale generated nearly $1 million of cash which was helpful supporting the purchase of ISP. In addition, we repurchased $71 million of Ashland’s shares and also increased the dividend by 17% to $0.70 per share annually. Earlier in the 2011 fiscal year we completed the global ASK Chemicals founded joint venture with Sudchemie. This action better positioned our casting solutions business for long term growth and profitability while also allowing us to harvest approximately $90 million from the business combination.

In December we opened our new HEC facility in Nanjing China. The startup of this facility went very well and for the last two quarters we have essentially been sold out. As you heard from John, given the strong global demand for HEC, we have already announced the next phase of HEC expansion.

Let’s go to Slide 25 for a look at our fiscal 2012 objectives. We have five primary objectives going into 2012. First, we must restore the margins in consumer markets and water technologies. As you heard from Sam, consumer markets has faced stiff raw material cost increases and has one pricing increase remaining to restore margins. Given the consumer markets successful efforts in this regard, I have confidence that we will have the planned increase through the system by the end of December.

Water technologies has improved increasing margins by roughly 170 basis points sequentially. It still has a way to go and I expect the water technologies team to pursue further pricing actions as appropriate. As you heard from Lamar, we are implementing a $90 million cost reduction program and are well on our way to achieving the first $40 million of annualized run rate savings by the end of March.

Given our current debt levels, we will first concentrate our excess cash on building liquidity. This will position us to retire our most costly debt. High growth emerging regions are vital to our long term success. We will continue to invest referentially in this areas to support our growth. Finally, I expect each of our businesses to grow faster than their underlying markets and further improve their market positions.

Given the strength of the ISP and functional ingredients combination, I see our strongest opportunities in the high margin personal care and pharmaceutical markets. The new specialty ingredients commercial unit is now our largest business contributing roughly 30% of Ashland’s pro forma sales and more important generating more than half of our EBTIDA. Specialty ingredients was also our highest margin business and is geared for significant growth.

The integration of ISP is going very well and I’m very enthusiastic about the expanding opportunities offered by our business combination. We have acquired a great set of assets in market positions and a strong group of employees who have been instrumental to ISP’s success. The company we have today has been several years in the making and I am pleased with what we have accomplished.

Over this period our corporate focus has been on transforming our business portfolio and positioning Ashland for the long term sustainable growth. We have completely reinvented the company and we have all the necessary elements in place to achieve long term success. With Ashland’s transformation complete, investors should now focus on how we are positioned for top line growth and earnings expansion.

With that, I’ll take your questions.

Question-And-Answer Session

Operator

(Operator Instructions) Your first question comes from John McNulty – Credit Suisse.

John McNulty – Credit Suisse

I’ve got a couple of questions for you, first off I know typically you don’t give a lot of guidance but I was hoping maybe you could at least tell us, given there are so many moving parts, you would give us a clue as to year-over-year if all else is equal how much would we have to add to earnings in 2012 to account for ISP and your pension changes as well?

James L. O’Brien

I’ll speak to ISP and then Lamar will speak to the pension. The ISP information we disclosed to you through our 8K and gave you the full year last year and how kind of the components came together, as we look at the growth in ’12 when we look at the pharmaceutical market and the personal care we think there’s very large opportunities there and I think John will speak to that probably in additional questions. But, we are really focused on growing that business and we also think there are opportunities on margin in that area as well.

When you look at some of the more commodity pieces of ISP, there were some benefits with butanediol this quarter and going a little bit into next quarter with the price reduction there. But, you look at volumes and cost, those will be more volatile and it’s really hard to predict what they’ll do with the economies the way they are. They’re a little less stable and more cyclical. As we look at next year where we really expect to see the growth come from those key markets I just described and we think they’re strong and stable, and we think we’ll be able to build on what we saw last year.

Lamar M. Chambers

In terms of your pension question I think maybe the best way to quantify the earnings increase aspect of that is by looking at some of the material we filed in our Form 8K in September 9th. I would specifically call your attention to the quarter ended June, 2011. Of course that was the first full quarter after we sold Distribution so it’s clean from any impacts from that business. What you see in the amendment to our financial statements resulting from the accounting changes in our pension was the $9 million increase in operating income and EBITDA in that quarter just from the accounting change on pensions.

If you annualize that you get about a $36 million improvement in operating income and EBITDA as a result of that. And just kind of take that a little bit further down the P&L on an after tax basis that should add about $0.30 per share to our EPS.

John McNulty – Credit Suisse

The question on Valvoline, looking at kind of the puts and takes on price versus cost, the business look like it did still worse than what we were expecting. So I guess first of all can you walk us through the timing of when you got the price increases through to offset some of these raw material headwinds? Then second, and somewhat tied to that, you had a noticeably lower tax rate in the quarter and I guess I’m wondering if some of that is tied to Valvoline being as week as it was and it having kind of a higher tax level than some of your other businesses.

Samuel J. Mitchell, Jr.

I’ll start with comments on the Valvoline quarter. The last major increase that we took was base oil increase beginning in July of roughly $0.50 a gallon. The combination of the base oil increases earlier in the year with that July increase created a pretty significant lag effect for us as we were implementing pricing throughout the quarter. As we mentioned earlier on the presentation that fourth price increase isn’t through to the marketplace until the end of this next quarter. But really what we saw in our fourth quarter is that you had a significant lag effect on price increases two and three that weren’t fully implemented during the quarter. So the combination of those that led to the very weak quarter.

Lamar M. Chambers

On the tax rate question, John that average effective tax rate for the quarter and the year did, at least indirectly, benefit from reduced earnings from Valvoline. Since most of Valvoline’ earnings come from North America, those earnings are taxed at a higher tax rate than the average of our non North America earnings. So on a weighted average basis, lower income earned in the US certainly pulls the effective tax rate down.

James L. O’Brien

Just one more thing on Valvoline. I think Sam explained the pricing very well. You also need to focus on we had the bad debt experience. We had a franchisee that went bankrupt on us that just couldn’t quite function and that will be cleaned up. We’ve already taken the charge for that. The other aspect is the expenses, the expenses were up dramatically and that’s something that we’re paying very close attention to. We had the next gen launch and there was a lot of investment to launch that.

I think overall with a declining volume for the industry Valvoline increased its share which is important to make sure that we hold our position with the retailers and also grow our DIFM share but we have to really pay attention I think with our expenses this coming year and associated with getting this prices through. I think crude hovering around $96 it’s still unclear the direction of crude whether it’s going to strengthen and be even stronger but we have to continue to put pricing through and monitoring our expenses more carefully as we get into ’12.

John McNulty – Credit Suisse

Incrementally how should we think about expenses for that business say looking into the early part of 2012?

James L. O’Brien

The area that we’re putting a lot of focus on is the leverage that expenses have on the growth. You know, Valvoline needs to continue to grow its volume and they can do that through international growth as well as continue to gain share domestically with some of their marketing programs. But there has to be a leverage point where as you increase your volumes you can’t let expenses go at a higher rate. I think that last year growth of the expenses were out of line from where they should be as we look to the future. So I can just tell you that they’re out of line, we’ve got to get them back into line and we’ve had a lot of discussion about it and it will be less than it was last year as far as the rate of growth compared to volume.

Operator

Your next question comes from Jeffery Zekauskas – JPMorgan.

Jeffery Zekauskas – JPMorgan

What do you expect your pension funding to be next year? And what do you expect the cash costs of the restructuring effort to be?

Lamar M. Chambers

Let me take the pension question and then maybe I’ll toss the cost reduction program to Dave. For cash funding purposes, our pension and OPEB plans combined we’re expecting about $120 million in cash funding requirements in 2012. I’m sorry, that’s the pension piece and roughly another $40 million of OPEB, so about $160 million in total.

Jeffery Zekauskas – JPMorgan

Is your funding very different from your pension expense?

Lamar M. Chambers

It is. Actually, what we’ve seen is a little bit of a reversal taking place here. In the past we’ve had heavier pension expense for book accounting purposes and we’ve had funding requirements because we had over funded in the past and were enjoying the benefits of some of those credits. The credits now will be fully used up by the time we get into 2012 so with our pension accounting change our expense is actually going down as I described a little earlier but our cash funding requirements are increasing.

Jeffery Zekauskas – JPMorgan

What was the average price of the shares you bought in the quarter?

David Neuberger

We bought 1.2 million shares at a total cost of $71 million.

Jeffery Zekauskas – JPMorgan

As far as ISP goes, you’ve talked about your opportunities in personal care and pharmaceutical area. In very broad terms, what percentage of the EBITDA that’s coming off ISP is located in those two businesses? The butanediol prices seemed to be coming down so could you speak to the economic effects of the lower butanediol prices on your EBITDA progression in ISP.

David Neuberger

I’ll take the first one just because I have the numbers here in front of me. We don’t usually break out the profitability at that level but because of the obvious interest in ISP we did do that for ISP’s 2010. So to just give you the split, and this is at op income but this will translate pretty closely to EBITDA, personal care was 47% of op income. Pharma and nutrition was 29%. The performance business which most of that is rolled into the specialty performance within John’s group is 13%. Then what they used to call their industrials was the remainder. So more than 75% for 2010 was from those two high margin stable areas.

Jeffery Zekauskas – JPMorgan

Is that representative for ’11?

David Neuberger

For ’11 what I would expect is the industrial business has done particularly well in both sales volumes and earnings so I would expect that percentage to come off just because of kind of that denominator affect.

Jeffery Zekauskas – JPMorgan

What’s your outlook over the next couple of quarters in the light of sort of tough demand for any [petra] chemical as decrease in butanediol prices?

John Panichelle

I’ll try to comment on your butanediol question. As you know, this has been a pretty steady market growth around butanediol for a number of years so the market is continuing to grow. When capacity comes online it comes on in pretty big chunks. As that capacity comes online supply and demand are temporarily somewhat out of balance and it drives pricing in the marketplace. That’s what we envision happening in 2012 and we envision that prices will come down slightly as capacity comes online and we’ve kind of baked that in to our 2012 plan.

Operator

Your next question comes from Analyst for Laurence Alexander – Jefferies & Co.

Analyst for Laurence Alexander – Jefferies & Co.

A question on Valvoline, [inaudible] about the 400 to 600 basis point growth margin gap from this quarter to your expectations for I guess next year, how much of that should come from – how many basis points benefit will you get from the loss of that lower margin tolling volume? And, how much of a benefit will you get from your already existing pricing initiatives, and I guess, any other factors that might play into that bridge, could you just provide a little bit more color into the improvement there or expected there?

Samuel J. Mitchell, Jr.

That vast majority of the increase is coming from our pricing actions. I didn’t do the math on the impact of the loss of the low margin tolling business but significantly it’s the price increase implementation that will deliver the improvement.

Analyst for Laurence Alexander – Jefferies & Co.

In terms of volume trends did you see was any one month in the quarter – or I guess were volumes consistently declining or was there kind of lumpy results month-over-month?

Samuel J. Mitchell, Jr.

They were relatively soft for the quarter. When you subtract out the impact of the loss of that tolling business, the volume decline was roughly 2% for the quarter and we saw that in the US business both in the DIY channels and in the do it for me side of the business too. In general, we saw a little bit deeper decline in Valvoline volumes on the DIY said of the business during Q4 and part of what we saw there was a bit of inventory destocking with the DIY retailers managing their inventory a little bit more tightly given some of the softness in the category. The Valvoline business however, with the DIY retailers was actually strong in terms of our sales through the cash register so our market share was up with retail auto parts for the quarter.

Analyst for Laurence Alexander – Jefferies & Co.

A clarifying question on ISP, how much integration cost was included in corporate and unallocated?

David Neuberger

I’ll get back to you on that. I don’t have that at my fingertips.

Operator

Your next question comes from David Begleiter – Deutsche Bank Securities.

David Begleiter – Deutsche Bank Securities

Back to ISP, EBITDA was about $110 in Q1 it looks like it was $90 in this quarter, was that decline all butanediol? Can you do a bridge from Q1 to Q3? What was the over earning in Q1 if there was over earning? Over earning in Q1 under earning in Q3? And what’s a somewhat normal rate in your view?

James L. O’Brien

There was some noise. I’ll let John kind of describe what took place and I’ll try to make up the rest.

John Panichelle

I think there’s a combination of things going on when you look at quarter-over-quarter. First, there’s some seasonality in the business. Suncare, as an example is a somewhat seasonal business so there’s some seasonality. The second thing that you’ll notice is there was a pretty big increase in cost, raw material cost between that first quarter and the end of the year. There’s a price lag in there that we intend to catch up on but there’s a price lag in the business that’s driving the majority of those results and a little bit of slower demand, but not a lot. I think it’s the combination of those three or four things.

David Begleiter – Deutsche Bank Securities

Can you quantify the impact of butanediol as a positive in Q1?

John Panichelle

Do you mean butanediol Q4 as compared to butanediol Q1? Is that your question/

David Begleiter – Deutsche Bank Securities

I was referring to the $110 you mentioned for the March 31st quarter, was there an impact, above normal impact for butanediol that you can break out?

John Panichelle

No, I think actually butanediol got better as there was some problems supply/demand related that benefitted us in quarters two and three. I think it kind of got better and then leveled back off towards the end of the year, is kind of how it looks.

David Begleiter – Deutsche Bank Securities

What was EBITDA for ISP in the June 30 quarter?

David Neuberger

In the June 30th quarter it was about $100 million give or take.

David Begleiter – Deutsche Bank Securities

Do you have an LTM EBITDA for ISP as of 9/30?

David Neuberger

For the fiscal year on a standalone basis it was $379.

David Begleiter – Deutsche Bank Securities

Just in Valvoline, the 7.5% margin was obviously surprising. I understand cost got a little bit heavier. What is a normalized Valvoline margin Jim, in your mind, going forward?

James L. O’Brien

I’ll let Sam make that commitment but obviously we want to get back to a more normalized rate that we saw before all these price increases are going through. With that Sam, what’s your plan going after December when you hit this price increase?

Samuel J. Mitchell, Jr.

First, on a gross profit margin basis, we expect to be in the high 20s when we look at an ongoing basis in 2012 after we get through this first quarter. On an EBITDA margin basis, we expect to be in that 15% range which will show nice improvement in leverage as we manage the business moving forward. Really, the fundamentals on the business are solid. As I mentioned, our market share is up in North America in both DIY and installer channel side of the business.

The Valvoline Oil Change business remains strong. This year was our fifth consecutive year of same store sales growth and our international business is posting very strong volume results. We’re expecting to see close to 10% volume improvement in the international business as we look forward. So getting this price increase is critical to making sure our margins get back to where they need to be. We’ll be fully recovered on a unit margin basis moving forward. I really like the fundamentals of the business so I feel very bullish about what we can accomplish in 2012.

James L. O’Brien

I think the thing that was disappointing about this particular price increase is that historically it’s taken us three to four months to get these prices through and with the softening in the economy and some of the pressures that the retailers are feeling because of lower demand, it’s been more difficult frankly to get it through. But I think the good news is that even though it’s going to take us close to six months to get the price through, we had the commitments to get it through. I think that’s the statement we’re making in this call is that it took longer but we got it. By the end of December it should be flowing through our numbers.

Samuel J. Mitchell, Jr.

Any time you’re faced with multiple increases of pretty significant magnitude it creates some big challenges and this is especially true in our DIY channel where the retailers need to move shelf prices and promotional plans are set months in advance so it creates some challenges in getting those increases through particularly through the heavy promotional months of the summer. Again, we feel as we finish the quarter here we’ll start in much better shape at the start of the year.

Operator

Your next question comes from Michael Harrison – First Analysis Corp.

Michael Harrison – First Analysis Corp.

I had a couple of questions for John. I was hoping first of all, to better understand you referenced some weaker volumes in regulated markets and mentioned some efforts to improve product mix there. Can you give us just some more detail on what’s going on there?

John Panichelle

This is primarily associated with our CMC business in Asia where we’ve decided to improve our margins by looking for a different customer mix. And so we’ve done that and it’s caused some reduction in volume, but we’re selling more profitable customers so that’s primarily what’s driving the regulated. It’s from the food and it’s primarily Asia.

Michael Harrison – First Analysis Corp.

I guess I would have assumed that those efforts would have meant that gross margin would have shown a little bit better performance on a quarter-to-quarter base in John in Aqualon but you actually had a decline quarter-on-quarter. Can you just help me understand what was going on with mix on a Q4 versus Q3 basis? And, what was going on in terms of raw material versus pricing quarter-to-quarter?

John Panichelle

Raw material versus pricing was a very good story for the quarter. We far exceeded the cost, raw material cost so that was pretty strong. What really drove the overall margin decline was we had a pretty strong quarter in construction which is a lower margin business and so it’s really a mix associated with construction had nothing to do with pricing and cost. Pricing and cost was a very good story for the quarter.

Michael Harrison – First Analysis Corp.

John, now that you’ve had ISP in the mix for a couple of months, I was hoping maybe you could give us some examples of some early wins, or early cross selling opportunities that you’ve identified?

John Panichelle

We have lots of really good opportunities the team has closed primarily in pharma and personal care. Not only do we have cross selling opportunities where we’re getting some nice wins, as an example Ashland launched an HPMC facility in our dual Belgium plant about two years ago and the ISP acquisition now gives us almost 2.5 times the amount of commercial resources selling into pharma and obviously that product primarily goes into pharma and to food. So it really gives us a great opportunity to take that product line now with a much broader commercial team and leverage that.

We’ve seen lots of interest. We’ve got some early wins. We’ve lots of good opportunities like that to take existing products and push them through a new broader channel. But probably equally as exciting would be the opportunity we have around developments in new technologies by combining the two businesses. We’ve got some very innovative ideas that we’re working on around creating some new technologies that we think we can take to market in the near future. On both of those fronts we’ve made pretty good progress in the last 60 days. We’re pretty excited about it.

Michael Harrison – First Analysis Corp.

Jim, I was hoping you could talk a little bit about what went into the decision to do another round of restructuring in water technologies? And, do you have any concerns that you might be cutting too deep there in your need going forward to continue to manage pricing and hopefully get some volume growth as well going forward?

James L. O’Brien

As we sat and looked at the performance of the business this past year, we learned a lot more about who was really driving the productivity of the company and how we were going to organize going into next year. As we looked at the accounts and how we were going to manage them, and we also have a lot more resources now with monitoring equipment that we can help reinforce how we feed material into the business remotely and other ways to accomplish the service. The key to this business is to get the right service mix to the account and get the right productivity out of your sales people.

I think we’ve been working very hard. We’re serving the customer with the right service mix because obviously the customers are becoming more attuned not only to the performance of what we do but also the price that we provide to them and the value. That constantly has to be evaluated and bring the right value equation to the customer. I think we learned a lot about how to do that and we also have other tools to help enable us to do it at a cost that I think is more effective to the customer.

This is just a reaction to the value equation and getting other tools to help do it better for ourselves and add better value for our customers and drive the profitability that we require for the business. I think just a continuation of how to run the business and it isn’t just specifically slashing cost out. I think it goes way beyond that and it’s more about how we plan to operate not just get the cost right.

David Neuberger

We have time for one more question.

Operator

Your final question comes from Michael Sison – Keybanc Capital Markets.

Michael Sison – Keybanc Capital Markets

In terms of ISP for 2012, what sort of a reasonable range of volume growth could you expect from this business given let’s say things are particularly slow in the economy or back to sort of normal global GDP rates?

John Panichelle

I think they will be similar to what we had historically in Aqualon, they’d be slightly less so something in the GDP plus 2%, something like that, global GDP something in that range I think will be about the right ball park.

Michael Sison – Keybanc Capital Markets

John, when you take a look at the fourth quarter for ISP, calendar fourth quarter, I’m just curious you sort of had the $110 and $90, does it sequentially tend to improve?

John Panichelle

You mean as you look forward?

Michael Sison – Keybanc Capital Markets

Right, to the calendar fourth.

John Panichelle

As I explained earlier, there’s some seasonality in the business that generally is in the middle month. So it has some seasonality. Then a lot of what you saw in the Q1 to Q4 was driven by intermediates and solvents. That still has to play out. We have a thought on as the new capacity comes online how that will play out but it’s not really online yet so it’s not really into the market. As that happens we’ll adjust accordingly. So I think it could be a little mixed going forward and that’s what we’re planning on, a slight reduction there as the new capacity in intermediates comes online.

Michael Sison – Keybanc Capital Markets

Last one for Sam, has your competitors increased prices?

Samuel J. Mitchell, Jr.

Yes, our competitors have also announced price increases.

James L. O’Brien

Thank you for everyone’s time this morning and thank you for your interest in Ashland. As a reminder, our analyst day is next week and I look forward to seeing you there. If you have any questions in the interim, please feel free to give David Neuberger a call at 859-815-35278. Thank you.

Operator

Ladies and gentlemen thank you for your participation in today’s conference. This does conclude the program and you may all disconnect. Have a great rest of the day.

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