Investor Presentaiton
Disclaimer
This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward
looking statements generally include the words "may," "could,” “should,” “believes,” “plans,” “intends," "targets," "will," "expects," "suggests,"
"anticipates," "outlook," "continues," "forecast," "prospect," "potential" or similar expressions. Forward-looking statements may include, without
limitation, expected financial positions, results of operations and cash flows; financing plans; business strategies and expectations; operating plans;
synergies and the potential benefits of the acquisition of Georgia-Pacific's pine chemicals business (the "acquisition"); the anticipated timing of the
closing of the acquisition; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new
technology and cost-reduction initiatives, plans and objectives; and markets for securities. Like other businesses, Ingevity is subject to risks and
uncertainties that could cause its actual results to differ materially from its expectations or that could cause other forward-looking statements to
prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could
cause other forward-looking statements to prove incorrect, include, without limitation, risks related to the satisfaction of the conditions to closing
the acquisition (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, risks that the expected benefits
from the proposed acquisition will not be realized or will not be realized in the expected time period; the risk that the businesses will not be
integrated successfully; significant transaction costs; unknown or understated liabilities; general economic and financial conditions; international
sales and operations; currency exchange rates and currency devaluation; compliance with U.S. and foreign regulations; attracting and retaining key
personnel; conditions in the automotive market or adoption of alternative technologies; worldwide air quality standards; government infrastructure
spending; declining volumes in the printing inks market; the limited supply of crude tall oil ("CTO"); lack of access to sufficient CTO; access to and
pricing of raw materials; competition from producers of substitute products and new technologies; a prolonged period of low energy prices; the
provision of services by third parties at several facilities; natural disasters, such as hurricanes, winter or tropical storms, earthquakes, floods, fires;
other unanticipated problems such as labor difficulties including renewal of collective bargaining agreements, equipment failure or unscheduled
maintenance and repair; protection of intellectual property and proprietary information; information technology security risks; government policies
and regulations, including, but not limited to, those affecting the environment, climate change, tax policies and the chemicals industry; and lawsuits
arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes. These and other important
factors that could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made
in this document are and will be more particularly described in our filings with the U.S. Securities and Exchange Commission, including our Form
10-K for the year ended December 31, 2016 and our other periodic filings. Readers are cautioned not to place undue reliance on Ingevity's
projections and forward-looking statements, which speak only as the date thereof. Ingevity undertakes no obligation to publicly release any revision
to the projections and forward-looking statements contained in this presentation, or to update them to reflect events or circumstances occurring
after the date of this presentation. The financial results for Georgia-Pacific's pine chemicals business in this presentation have been derived from
unaudited financial records prepared by Georgia-Pacific, without adjustment to conform to the accounting policies and methodologies used by
Ingevity. Neither Georgia-Pacific's, nor Ingevity's auditors, have audited, reviewed, compiled or performed any procedures with respect to the
financial results of Georgia-Pacific's pine chemicals business. The accounting policies and methodologies used by Georgia-Pacific's pine chemicals
business differ in certain respects from those used by Ingevity. The audited financial statements of Georgia-Pacific's pine chemicals business will be
delivered to Ingevity prior to closing condition. The actual audited results of Georgia-Pacific's pine chemicals business therefore may differ from
those provided herein due to the completion of the financial closing and auditing procedures under U.S. GAAP, application of financial adjustments,
and other developments.
Non-GAAP Financial Measures
This presentation includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP measures.
Reconciliations of non-GAAP financial measures to GAAP financial measures are provided within the Appendix to this presentation. Investors are
urged to consider carefully the comparable GAAP measures and the reconciliations to those measures provided.
2
IngevityView entire presentation