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Ashland 2017 Annual Report Building momentum on our path to become the premier specialty chemicals company Annual Report Fiscal 2017

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Page 1: Building momentum onourpathtobecome the premier …...2021. Earnings growth will be the biggest contributor. In addition, we will spend

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Building momentumon our path to becomethe premier specialtychemicals company—Annual ReportFiscal 2017

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Contents

Letter toShareholders 3

Ashland at aGlance 6

The Ashland5 Effects™ 8

Directors and Officersinside back cover

CorporateGovernanceinside back cover

ShareholderInformationback cover

Ashland Global Holdings Inc. (NYSE: ASH) is a premier, global specialtychemicals company serving customers in a wide range of consumerand industrial markets, including adhesives, architectural coatings,automotive, construction, energy, food and beverage, personal care andpharmaceutical. At Ashland, we are approximately 6,500 passionate,tenacious solvers – from renowned scientists and research chemists totalented engineers and plant operators – who thrive on developingpractical, innovative and elegant solutions to complex problems forcustomers in more than 100 countries. Our people are distinguished bytheir ability to create and apply specialized chemistry in ways that enablecustomers to amplify the efficacy, refine the usability, add to the allure,ensure the integrity, and improve the profitability of their products andapplications. Visit ashland.com to learn more.

Financial Highlights*

(Dollars in millions except per share data)

2017 2016 2015

Sales $ 3,260 $ 3,019 $ 3,420

$ 142 $ (127) $ 112

EBITDA $ 551 $ 416 $ 644

$ 570 $ 598 $ 677

Loss from continuing operations $ (105) $ (283) $ (12)

Net income (loss) $ 28 $ (28) $ 309

Net income (loss) attributable to Ashland $ 1 $ (29) $ 309

Loss from continuing operations $ (1.69) $ (4.51) $ (0.18)

Income from discontinued operations attributable to Ashland $ 1.70 $ 4.04 $ 4.72

Net income (loss) attributable to Ashland $ 0.01 $ (0.47) $ 4.54

$ 255

Additions to PP&E $ 199 $ 231 $ 220

6,500

Number of common stockholders of record 11,500 12,600 13,100

Our Story

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,as amended. These forward-looking statements are not historical facts and generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “is likely,” “predicts,”“projects,” “forecasts,” “may,” “will,” “should,” and “intends” and the negative of these words or other comparable terminology. Although Ashland believes that its expectations are basedon reasonable assumptions, such expectations are subject to risks and uncertainties that are difficult to predict and may be beyond Ashland’s control. Please see “Item 1A. Risk Factors”and “Use of estimates, risks and uncertainties” in Note A of Notes to Consolidated Financial Statements in this Annual Report. Unless legally required, Ashland undertakes no obligation toupdate any forward-looking statements made in this Annual Report, whether as a result of new information, future events or otherwise.

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To Our Shareholders:

Reflecting on fiscal 2017, I believe it was a yearof transition and great progress for Ashland. Wecompleted the separation of Valvoline, a definingmoment in Ashland’s transformation. We acquiredPharmachem, which was immediately accretiveto our earnings and expands Ashland into theimportant areas of fixatives and nutraceuticals.In addition, we completed the acquisition of acomposites manufacturing facility plant in France,which was also immediately accretive and isexceeding our original expectations.

The Ashland team has the vision,

products, people, infrastructure,

markets and commitment to

expand its position as a premier

specialty chemicals company.

Momentum is building. Fiscal 2018

is a crucial year for Ashland and

we are committed to deliver results.

William A. WulfsohnChairman and ChiefExecutive Officer

A Note fromOur CEO

The Specialty Ingredients base business offset$25 million of raw material inflation through pricingand asset utilization actions. The team also droveorganic sales and volume growth of more than2 percent, excluding the effects of currency.Within Composites, our team overcame $50million of raw material inflation by delivering priceand volume, resulting in full-year earnings growth.And within Intermediates and Solvents (I&S), wereturned to year-over-year profit growth in thesecond half of the fiscal year.

For the full year, Ashland’s adjusted earnings was$2.44 per diluted share, compared to $2.25 perdiluted share in fiscal 2016. These results includeroughly $85 million in higher raw material costsand unfavorable currency impact. Sales rose 8percent, to $3.3 billion, with growth coming fromall three reportable segments and all regions.

It seems like a long time ago, but we started thefiscal year working to complete the full Valvolineseparation. By January, much of this work wasbehind us. That was a crucial turning point forAshland as we shifted the fundamental focusof the entire organization to put in place thechanges needed to fulfill our vision of becomingthe premier specialty chemicals company.

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In early May, we hosted our Investor Day inNew York. At that time, we presented aggressivenew financial targets for fiscal 2018-2021.Those targets are to:

Grow adjusted earnings per share (EPS) by atleast 15 percent in each year of the period;

Improve ASI’s adjusted EBITDA margins toabove 25 percent; and

Generate more than $1 billion of free cash flow.

This growth will be driven by specific actions tosustain and grow Ashland’s premium mix, suchas through new market strategies and successfulproduct introductions. It also includes specificinitiatives to improve our competitiveness, suchas through better asset utilization, price-to-valuefocus and cost management. All of this willbe against a backdrop of disciplined capitalinvestment. As a result of this work, we anticipatedelivering significantly greater EPS growth in fiscal2018 than the 15 percent conveyed during ourinvestor day.

Building momentumSo what has changed and why are we soconfident that we can deliver?

Let’s begin with organic growth, specificallyin Specialty Ingredients, where we aretargeting 2.5-3.5 percent annual sales growth.To accelerate profitable growth from 2 percentin fiscal 2017, we have first focused on improvingour ability to deliver meaningful innovationto our customers. To do this, we conducteda comprehensive review of our past productlaunches to determine what worked and whatdidn’t. As a result, we made three importantchanges to our new product development efforts:

First, we concentrated more of our resources ontechnical service request (TSR) projects, whichare customer driven and have short timelinesresulting in quick wins.

Second, we moved project prioritization to thecommercial leaders. They now own the pipelineof projects and are accountable for the impact.

Third, we established what we call stage6 new product reviews. These sessions moreclosely track the commercialization progresspost-product launch to ensure delivery oftheir full potential.

Innovation is what drives us – it’s front and centerof everything we do. Ashland today boasts ahighly differentiated set of technology platforms,the best scientists in our industry, and world-classlaboratory, analytical and manufacturing assets.For example, earlier this year Ashland introduceda handful of innovative personal-care productsthat include:

A unique hair-care technology that repairshair from root to tip – and won a prestigiousgold award for “best new functional ingredient”at the in-cosmetics show in Paris;

Sunscreen formulations that deliver SPF 50+UV protection without greasiness; and

A new biofunctional that helps users care foraging skin.

We are bringing this innovation to life underAshland’s new brand promise – always solvingTM

– which was introduced at the start of fiscal 2017.(See page 8 of this report for a few examples ofhow we are delivering value to our customers.)

In addition, to accelerate sales growth,we improved our sales force effectiveness.We have established clearer targets, greaterindividual accountability and stronger incentivefor individuals to drive incremental commercialcontribution. To accelerate our sales and miximprovement efforts, we have focused ourcapital to ensure capacity needed to grow inour highest-contributing markets.

Pharma is a great example of what we’re doingto drive growth. For example, in China weestablished local manufacturing capabilities inNanjing to provide a broader range of Ashlandexcipients to the local customer base. In addition,we recently completed the KlucelTM expansion inHopewell, Virginia, and dedicated more resourcesto successfully debottleneck capacity. As a result,our pharma business grew by 2 percent in thefourth quarter of fiscal 2017 versus a year ago.

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diluted share in fiscal 2018, which wouldrepresent a 30-40 percent increase over last year.

Next, we are committed to generating over$1 billion in cumulative free cash flow by fiscal2021. Earnings growth will be the biggestcontributor. In addition, we will spend <6.5% ofsales on capital expenditures and change inworking capital. We have opportunities to lowerworking capital and reduce capital investment– especially as we shift our focus from capitalexpansions to better utilizing our existing capacity.

Capital allocation – or how we spend the moneythat our businesses generate – is an importantelement of how we drive earnings and margingrowth. Our capital allocation strategy has notchanged. The first priority is to pay down debtfrom the Pharmachem acquisition. In addition,we’ll continue to invest in the business andgood organic projects, just like we have beendoing. Also, the board of directors has given usthe authority to purchase up to $500 million ofAshland’s stock. We also remain open to bolt-onacquisitions that offer good financial returns andstrategic fit. Finally, we continue to assess ourportfolio, seeking to reduce our asset intensityand earnings volatility while strategically investingin our most differentiated markets.

In summary, the Ashland team has the vision,products, people, infrastructure, markets andcommitment to expand its position as a premierspecialty chemicals company. We outlined ourplans to get there at our May investor day.Since then, we have put the systems, peopleand accountabilities in place to make it happen.

Momentum is building. Fiscal 2018 is a crucialyear for Ashland and we are committed todeliver results. Thank you for your continuedsupport and investment.

William A. Wulfsohn

Chairman and Chief Executive Officer

November 20, 2017

More importantly, moving forward we will beunconstrained in all our pharma product linesand expect to return to historical growth ratesgoing forward.

Beyond accelerating sales growth, we aredriving key initiatives to improve our operatingmargins. Our first priority in this area continues tobe raising price, especially in these inflationarytimes. Accordingly, we have strengthened ourpricing visibility and governance, and leveragedour global organization and SAP system toquickly identify where we need to increaseprices. In addition, we have established trackingmechanisms to drive stronger accountability.

Better asset utilization is another key initiative toimprove profit margins. There are two main pathswe are pursuing to drive asset utilization gains.The first is to reduce plant spend. To that end,we have expanded our use of Lean Six Sigmatools and developed plans to reduce thenumber, length and cost of plant maintenanceturnarounds – while maintaining our steadfastcommitment to safety, quality and reliability.

We also closed or consolidated some of ourmanufacturing footprint, which will benefit fiscal2018 by approximately $4 million. We continueto assess our manufacturing footprint to identifyprojects that we could begin implementing thisyear and could have a meaningful impact infiscal 2019 and beyond. This is important as ourgoal is to ensure we have 15+ percent earningsper share growth in fiscal 2019 and beyond.

Second, in addition to reducing plant spend, ourproduction cost can also be improved throughbetter utilization rates. We will achieve criticalgains in this area by delivering on the growthtargeted in our fiscal 2018 sales budget andcontinuing to work aggressively to de-toll currentlyoutsourced products.

To ensure our gross profit gains fall to the bottomline, we are committed to keeping our SG&Aexpenses flat. We are expanding our use of globalbusiness service centers. We are also closing orconsolidating nine offices.

Combined, these actions make us believe wecan deliver adjusted earnings of $3.20-$3.40 per

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Specialty IngredientsA global leader of celluloseethers, vinyl pyrrolidones andbiofunctionals

Sales: $2.2 BillionAdjusted EBITDA: $493 MillionAdjusted EBITDA Margin: 22.2%

Specialty Ingredients is a global leader in cellulose ethers, vinyl pyrrolidonesand biofunctionals. It offers industry-leading products, technologies andresources for solving formulation and product-performance challenges.Specialty Ingredients uses natural, synthetic and semisynthetic polymersderived from cellulose ethers, vinyl pyrrolidones, acrylic polymers, polyesterand polyurethane-based adhesives, and plant and seed extract. SpecialtyIngredients’ end markets offer comprehensive and innovative solutions fortoday’s demanding consumer and industrial applications. Key customersinclude: pharmaceutical companies; makers of personal care products, foodand beverages; makers of nutraceuticals and supplements; manufacturers ofpaint, coatings and construction materials; packaging and converting; andoilfield service companies.

Sales by Market Sales by Product Sales by Geography

Construction 66%Industrial 39%Residential 19%Infrastructure 8%Marine 23%Transportation 11%

UPR/VER 83%Gelcoats andother 17%

North America 47%Europe 30%Asia Pacific 15%Latin America/Other 8%

CompositesA global leader in unsaturatedpolyester resins, vinyl ester resinsand gelcoats

Sales: $779 MillionAdjusted EBITDA: $89 MillionAdjusted EBITDA Margin: 11.4%

Composites is a global leader in unsaturated polyester resins, vinyl ester resinsand gelcoats. The Composites business manufactures and sells a broad rangeof general-purpose and high-performance grades of unsaturated polyesterand vinyl ester resins, gelcoats and low-profile additives for the reinforcedplastics industry. The products in the Composites business provide an array offunctional properties including corrosion resistance, fire retardance, ultravioletresistance, water and chemical resistance, high mechanical strength, impactand scratch resistance and high strength-to-weight ratios. Key end marketsinclude transportation, construction, marine and infrastructure. In addition, thebusiness manufactures and sells molten maleic anhydride for the manufactureof a variety of products such as unsaturated polyester resins, copolymers,lubricating oil additives, alkenyl succinic anhydrides, malic acid, fumaric acidand numerous derivative chemicals. Key markets include composites, personalcare, dispersants and paper sizing.

Sales by Market Sales by Product Sales by Geography

Consumer 55%Personal Care 26%Pharmaceutical 16%Nutrition andOther 8%Pharmachem 5%Industrial 45%Adhesives 15%Coatings 14%Construction 7%Other 7%Energy 2%

Cellulosics 36%PVP 18%Adhesives 15%Other 14%Actives 6%Vinyl Ethers 6%Pharmachem 5%

North America 40%Europe 31%Asia Pacific 19%Latin America/Other 10%

Ashland at a Glance*

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Intermediates and SolventsA global leader in butanedioland related derivatives

Sales: $265 MillionAdjusted EBITDA: $26 MillionAdjusted EBITDA Margin: 9.8%

Intermediates and Solvents (I&S) is a leading producer of 1,4 butanediol (BDO)and related derivatives, including tetrahydrofuran and n-methylpyrrolidone.These products are used as chemical intermediates in the production ofengineering polymers and polyurethanes, and as specialty process solventsin a wide array of applications including electronics, pharmaceuticals, waterfiltration membranes and more.

Sales by Application Sales by Product Sales by Geography

Plastics/Polymers 31%GeneralIndustrial 28%Electronics 18%Pharma 16%Agriculture 7%

Derivatives 61%Butanediol 39%

Europe 57%North America 22%Asia Pacific 18%Latin America/Other 3%

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the Ashland 5 Effects™ at work

Upon definingthe New Ashland,we developed aproprietary frameworkto capture how wesolve. This frameworkorganizes the diversedimensions of valuethat we add tocustomer productsand applications intosimple but powerfulcategories.

We call thisThe 5 Ashland Effects™.

profitability—Derakane™ improved ourcustomer’s production,cutting “failure rates” by ~80%,saving over $10,000 per month

efficacy—Klucel™ helps ensure stableactive ingredient deliveryfor blockbuster highcholesterol treatment

usability—ProLipid™ lamellorgel isdesigned to exert a‘second skin’ effect andGanex™ waterproofingpolymers make sunscreensusable in water and humidenvironments

integrity—Aroset™ PSAs provide alightweight, air tight, andcost effective seal, enablinginnovative packaging andlonger shelf life

allure—Tuberlux™ black diamondtruffle extract energizesskin cells in a well-knownglobal cosmetics firm’sproduct

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Board of DirectorsBrendan M. Cummins (1, 3ª)

Former Chief Executive Officer,Ciba Specialty Chemicals

William G. Dempsey (1, 2, 3)

Former Executive Vice President,Global Pharmaceuticals,Abbott Laboratories

Jay V. Ihlenfeld (2, 4)

Former Sr. Vice President,3M Company

Susan L. Main (1, 3)

Sr. Vice President andChief Financial Officer,Teledyne TechnologiesIncorporated

Barry W. Perry (3, 4ª, c)

Former Chairman and ChiefExecutive Officer, Engelhard Corp.

Mark C. Rohr (1, 2)

Chairman and Chief ExecutiveOfficer, Celanese Corp.

George A. Schaefer Jr. (1ª, 4)

Former Chairman and ChiefExecutive Officer, Fifth Third Bancorp

Janice J. Teal, Ph.D. (2ª, 4)

Former Group Vice Presidentand Chief Scientific Officer,Avon Products Inc.

Michael J. Ward (3, 4)

Retired Chairman and ChiefExecutive Officer, CSX Corp.

Kathleen Wilson-Thompson (2, 4)

Executive Vice President and GlobalChief Human Resources Officer,Walgreens Boots Alliance Inc.

William A. Wulfsohnb

Chairman and Chief Executive Officer,Ashland

*This Annual Report includes certain non-GAAP measures. Such measurements are not prepared in accordancewith U.S. GAAP and should not be construed as an alternative to reported results determined in accordance withU.S. GAAP. Management believes the use of such non-GAAP measures assists investors in understanding theongoing operating performance of the company and its segments. The non-GAAP information provided maynot be consistent with the methodologies used by other companies. All non-GAAP amounts have been reconciledwith reported U.S. GAAP results, which are included in the “Management’s Discussion and Analysis of FinancialCondition and Results of Operations” section of this Annual Report. Although Ashland provides forward-lookingguidance for adjusted EBITDA, free cash flow and adjusted earnings per share, Ashland is not reaffirming orproviding forward-looking guidance for U.S. GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unableto predict with reasonable certainty the ultimate outcome of certain significant items that affect these metricssuch as domestic and international economic, political, legislative, regulatory and legal actions. In addition,certain economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates,government fiscal policies and changes in the prices of certain key raw materials, can have a significant effecton operations and are difficult to predict with certainty.

Forward-Looking Statements: This Annual Report includes forward-looking statements, as described inthe enclosed Form 10-K.

Committees(1) Audit(2) Environmental, Health, Safety

and Quality(3) Governance and Nominating(4) Compensation

a Committee chairb Officer/Directorc Lead Independent Director

Executive OfficersWilliam A. WulfsohnChairman andChief Executive Officer

Peter J. GanzSr. Vice President, GeneralCounsel and Secretary

Anne T. SchumannSr. Vice President, Chief HumanResources and InformationTechnology Officer

J. Kevin WillisSr. Vice President andChief Financial Officer

J. William HeitmanVice President and Controller

Keith C. Silverman, PhDVice President, Global Operations,Quality, and Environmental,Health and Safety

CorporateOfficersEric N. BoniVice President and Treasurer

John P. GoswellVice President, Internal Audit

Scott A. GreggVice President, Tax

John W. JoyVice President, CorporateDevelopment

Michael S. RoeChief Compliance Officer,Associate General Counseland Assistant Secretary

Ashland is governed by an 11-member board of directors, 10 of whom are independentdirectors under New York Stock Exchange (NYSE) guidelines. The board conducted eightmeetings in fiscal 2017. During fiscal 2017, the board operated the following committees,all of which consisted entirely of outside directors: Audit; Environmental, Health, Safetyand Quality; Governance and Nominating; and Compensation. These four committeesmet a total of 23 times. This included quarterly meetings of the Audit Committee to reviewAshland’s quarterly financial performance, associated news releases, and Form 10-Q andForm 10-K filings with the U.S. Securities and Exchange Commission. Ashland’s ChiefExecutive Officer (CEO) and Chief Financial Officer have each submitted certificationsconcerning the accuracy of financial and other information in Ashland’s annual reporton Form 10-K, as required by Section 302(a) of the Sarbanes-Oxley Act of 2002. Thecertifications are filed as exhibits to Ashland’s 2017 annual report on Form 10-K. Inaddition, the NYSE requires that the CEO of listed companies annually certify that he orshe is not aware of any violation by the company of NYSE corporate governance listingstandards. Ashland’s Chairman and CEO, William A. Wulfsohn, certified Ashland’scompliance with the NYSE corporate governance listing standards on February 17, 2017.

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Shareholder information

CORPORATE HEADQUARTERSAshland Global Holdings Inc.50 East RiverCenter BoulevardCovington, KY 41011Tel +1 859 815 3333

FINANCIAL INFORMATIONAshland’s annual reports on Form10-K, quarterly reports on Form10-Q, current reports on Form 8-Kand any amendments to thosereports, as well as any beneficialownership reports of officers anddirectors filed electronically onForms 3, 4 and 5, are available atashland.com.

Paper copies also are availableupon request and at no charge.Requests for these and otherstockholder and security analystinquiries should be directed to:

Seth A. MrozekDirector, Investor RelationsAshlandCovington, KY 41011Tel +1 859 815 3527E: [email protected]

TICKER SYMBOL: ASHFiscal 2017 closing stock prices percommon share:

High: $67.45 06/02/17Low: $52.61 11/11/16Year-end: $65.39 09/30/17

ANNUAL MEETINGNotice of the annual meetingand availability of proxy materialsis mailed to shareholders inDecember, along with instructionsfor viewing proxy materials online.Stockholders may also requestprinted copies of the proxystatement and annual report byfollowing the instructions includedin the Notice.

STOCK INFORMATIONAshland Global Holdings Inc. isincorporated under the laws ofDelaware. Ashland commonstock is listed on the New YorkStock Exchange and also hastrading privileges on NASDAQ.

Questions regarding shareholderaccounts, dividends or thedividend reinvestment plan shouldbe directed to Ashland’s transferagent and registrar:

Wells Fargo Shareowner Services1110 Centre Point Curve, Suite 101Mendota Heights, MN 55120

Mailing Address:Wells Fargo Shareowner ServicesP.O. Box 64874St. Paul, MN 55164Tel +1 855 598 5486 toll-free (U.S.)

+1 651 450 4064 (non-U.S.)www.shareowneronline.com

DIVIDENDSAshland’s current quarterly cashdividend is 22.5 cents per share.Ashland’s historical practice hasbeen to pay dividends on the 15thday of March, June, Septemberand December if declared bythe board of directors. Ashland’sboard of directors has declareda dividend every quarter sinceDecember 1936.

Ashland offers electronic depositof dividend checks. For moreinformation, please contact WellsFargo Shareowner Services at+1 855 598 5486+1 651 450 4064 (outside the U.S.)

INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRMErnst & Young LLP312 Walnut St.Suite 1900Cincinnati, Ohio 45202

MEDIA INQUIRIESGary L. RhodesDirector, CorporateCommunicationsTel +1 859 815 3047E: [email protected]

ashland.com® Registered trademark, Ashland or its

subsidiaries, registered in various countries™ Trademark, Ashland or its subsidiaries,

registered in various countries© 2017, Ashland / COR17-1029

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