ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the accompanying Notes to Condensed Consolidated Financial Statements herein.





BUSINESS OVERVIEW

Ashland profile

Ashland is a premier specialty additives and materials company with a conscious and proactive mindset for sustainability. The Company serves customers in a wide range of consumer and industrial markets, including adhesives, architectural coatings, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. With approximately 4,100 (3,800 excluding Performance Adhesives) employees worldwide, Ashland serves customers in more than 100 countries.



Ashland's sales generated outside of North America were 68% for both the three
months ended December 31, 2021 and 2020. Sales by region expressed as a
percentage of total consolidated sales for the three months ended December 31
were as follows:



                           Three months ended
                               December 31
Sales by Geography           2021            2020
North America (a)              32 %            32 %
Europe                         35 %            34 %
Asia Pacific                   25 %            25 %
Latin America & other           8 %             9 %
                              100 %           100 %



(a)

Ashland includes only U.S. and Canada in its North America designation.

Reportable segments

On August 31, 2021, Ashland announced its agreement with Arkema, a French société anonyme, to sell the Performance Adhesive business for the sum of $1.65 billion. The transaction is expected to close by the March 2022 quarter end, subject to closing conditions. Ashland expects net proceeds from the sale to be approximately $1.2 to $1.3 billion, with the aim of using the proceeds to invest in the growth of its other reportable core businesses as well as to optimize its balance sheet through debt reductions or utilization of unused authorized share repurchase program amounts. The expected divestiture represents a strategic shift in Ashland's business and qualifies as a discontinued operation. As a result, the assets, liabilities, operating results and cash flows related to Performance Adhesives have been classified as discontinued operations for all periods presented within the Consolidated Financial Statements.

As a result, Ashland's reportable segments include Life Sciences, Personal Care (formerly Personal Care & Household), Specialty Additives and Intermediates (formerly Intermediates and Solvents). Unallocated and Other includes corporate governance activities and certain legacy matters. The contribution to sales by each reportable segment expressed as a percentage of total consolidated sales for the three months ended December 31 was as follows:



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                                 Three months ended
                                     December 31
Sales by Reportable Segment        2021            2020
Life Sciences                        33 %            36 %
Personal Care                        29 %            27 %
Specialty Additives                  30 %            32 %
Intermediates                         8 %             5 %
                                    100 %           100 %






KEY DEVELOPMENTS

Business results current quarter

Ashland recorded net income of $48 million (income of $32 million in continuing operations and $16 million in discontinued operations) and net income of $56 million (income of $43 million in continuing operations and $13 million in discontinued operations) in the current and prior year quarters, respectively. Ashland's EBITDA of $118 million increased by $15 million for the current quarter, while Ashland's Adjusted EBITDA of $106 million increased by $5 million for the current quarter, each compared to the prior year quarter (see U.S. GAAP reconciliation below under consolidated review). These increases were primarily driven by the operations of the acquired Schülke business along with improved pricing and mix, partially offset by increased plant, manufacturing, and shipping costs and unfavorable foreign currency.

Uncertainty relating to the COVID-19 pandemic

Ashland continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business and geographies, including how it will impact customers, employees, suppliers, vendors, business partners and distribution channels. Ashland is unable to predict the impact that the COVID-19 pandemic will have on its future financial position and operating results due to numerous uncertainties. These uncertainties include the severity of the virus, the duration of the outbreak, governmental, business or other actions, impacts on Ashland's supply chain, the effect on customer demand, or changes to Ashland's operations. The health of Ashland's workforce and its ability to meet staffing needs throughout the critical functions cannot be predicted and is vital to operations. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending as well as other unanticipated consequences remain unknown. In addition, Ashland cannot predict the impact that the COVID-19 pandemic will have on its customers, vendors, suppliers and other business partners; however, any material effect on these parties could adversely impact Ashland.

Ashland continues to successfully navigate the uncertain environment associated with the COVID-19 pandemic. Through the first quarter of fiscal 2022, Ashland has not experienced any additional major operating surprises related to the COVID-19 pandemic, continues to maintain supply chains in a challenging environment, had strong safety performance in the face of unprecedented pressures and improved operating discipline across each of its businesses. Ashland's businesses continued to show resiliency in the face of difficult economic circumstances. While sales were up in the quarter period-over-period, continued supply-chain and labor-shortage challenges inhibited Ashland's ability to meet strong overall customer demand. As a result, approximately $20 million of confirmed orders were delayed in late December with the large majority being shipped in early January. Additionally, Ashland continues to carry a large backlog of unconfirmed orders it cannot commit to supply at this time. Ashland's overall liquidity remains strong and Ashland is able to meet its operating cash needs and other investing and financing cash requirements at this time, including those necessary to grow the business.

The situation surrounding the COVID-19 pandemic remains fluid, and Ashland is actively managing its response in collaboration with customers, government officials, team members and business partners. For further information regarding the impact of the COVID-19 pandemic on the Company, please see Item 1A, Risk Factors in Ashland's most recent Form 10-K filed with the SEC.



Other items

Performance Adhesives

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In May 2021, Ashland announced a strategic review of its Performance Adhesives business unit. On August 31, 2021, Ashland announced that it had signed a definitive agreement to sell substantially all of the assets and liabilities of its Performance Adhesives segment in a transaction valued at $1.65 billion. The transaction is expected to close prior to the end of the March 2022 quarter, contingent on certain customary regulatory approvals, standard conditions and completion of required employee information and consultation processes. Since this transaction represents a strategic shift in Ashland's business and had a major effect on Ashland's operations and financial results, the operating results and cash flows related to Performance Adhesives have been reflected as discontinued operations in the statement of Consolidated Comprehensive Income (Loss) and Statements of Condensed Consolidated Cash Flows. See Notes B and C of the Notes to the Condensed Consolidated Financial Statements for more information. Certain indirect corporate costs included within the selling, general and administrative expense caption of the Statement of Consolidated Comprehensive Income (Loss) that were previously allocated to the Performance Adhesives segment do not qualify for classification within discontinued operations and are now reported as selling, general and administrative expense within continuing operations on a consolidated basis and within the Unallocated and other segment. These costs were $4 million for both the three months ended December 31, 2021, and 2020, respectively. Ashland is currently implementing plans to eliminate certain of these costs.

Operational business model changes and restructurings

As previously disclosed, during the second quarter of fiscal year 2020, Ashland changed the manner in which it manages the business moving from a functionally led to a business led organization. This new business-centric operational redesign of core operating systems and processes lead to a realignment in both the selling, general and administrative and research and development costs (SARD) associated with each business. In addition to the realignment of SARD, a productivity review with a focus on cost of goods sold (COGS) was also initiated. Based on these initiatives, Ashland targeted the following savings:

$50 million of incremental SARD cost savings
•
$50 million of incremental COGS productivity savings

As of December 31, 2021, Ashland has substantially achieved all of its target run-rate cost savings under these initiatives.

RESULTS OF OPERATIONS - CONSOLIDATED REVIEW

Consolidated review

Net income

Ashland's net income is primarily affected by results within operating income, net interest and other expense (income), income taxes, discontinued operations and other significant events or transactions that are unusual or nonrecurring.

Key financial results for the three months ended December 31, 2021 and 2020 included the following:


Ashland's net income amounted to $48 million compared to $56 million for the
three months ended December 31, 2021 and 2020, respectively, or income of $0.83
and $0.92 diluted earnings per share, respectively.
•
Discontinued operations, which are reported net of taxes, resulted in income of
$16 million and $13 million during the three months ended December 31, 2021 and
2020, respectively.
•
Income from continuing operations, which excludes results from discontinued
operations, amounted to income of $32 million and $43 million for the three
months ended December 31, 2021 and 2020, respectively.
•
The effective income tax rates were an expense of 13% and a benefit of 13% for
the three months ended December 31, 2021 and 2020, respectively, and were
significantly impacted by certain tax discrete items in both the current and
prior year quarters.
•
Ashland incurred pretax net interest and other expense (income) of $5 million
and income of $7 million for the three months ended December 31, 2021 and 2020,
respectively. This includes gains of $4 million and $18 million on restricted
investments, respectively, for the current and prior year quarters.

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Net income on acquisitions and divestitures totaled income $14 million for the
three months ended December 31, 2020.
•
Operating income was $42 million and $17 million for the three months ended
December 31, 2021 and 2020, respectively.

For further information on the items reported above, see the discussion in the comparative Statements of Consolidated Comprehensive Income (Loss) caption review analysis.

Operating income

Operating income/loss amounted to income of $42 million and $17 million for the three months ended December 31, 2021 and 2020, respectively. The current and prior year quarters' operating income included certain key items that were excluded to arrive at Adjusted EBITDA and are quantified in the table below in the "EBITDA and Adjusted EBITDA" section. These operating key items for the applicable periods are summarized as follows:


Restructuring, separation and other costs - Ashland periodically implements
company-wide cost reduction programs related to acquisitions, divestitures and
other cost reduction programs in order to enhance profitability through
streamlined operations and an improved overall cost structure. Ashland often
incurs severance, facility and integration costs associated with these programs.
As a result of these activities, Ashland recorded expenses in the current and
prior year quarters. See Note D in the Notes to Condensed Consolidated Financial
Statements for further information on the restructuring activities.
•
During the three months ended December 31, 2020, Ashland incurred an impairment
charge associated with a long-term capital project plan change at a plant
facility.
•
Environmental reserve adjustments - Ashland is subject to various federal, state
and local environmental laws and regulations that require environmental
assessment or remediation efforts (collectively environmental remediation) at
multiple locations. As a result of these activities, Ashland recorded
adjustments during the current and prior year quarters to its environmental
liabilities and receivables related to operating facilities and previously
divested businesses or non-operational sites. See Note L of the Notes to
Condensed Consolidated Financial Statements for more information.

Operating income for the three months ended December 31, 2021 and 2020 included depreciation and amortization of $60 million and $59 million, respectively.

Non-operating key items affecting EBITDA

Net income on acquisitions and divestitures - Ashland recorded income of $14 million during the three months ended December 31, 2020 related to the sale of a Specialty Additives facility.

Statements of Consolidated Comprehensive Income (Loss) - caption review



A comparative analysis of the Statements of Consolidated Comprehensive Income
(Loss) by caption is provided as follows for the three months ended December 31,
2021 and 2020.



                    Three months ended December 31
(In millions)        2021            2020        Change
Sales           $     512       $     468       $    44

The following table provides a reconciliation of the change in sales for the three ended December 31, 2021 and 2020.





                    Three months ended
(In millions)        December 31, 2021
Volume              $                 5
Pricing                              26
Currency exchange                    (6 )
Acquisition                          19
Change in sales     $                44




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Sales for the current quarter increased $44 million compared to the prior year quarter. Favorable volume, including the acquisition of Schülke within the Personal Care reportable segment, and product pricing associated with cost inflation pricing actions increased sales by $24 million and $26 million, respectively, partially offset by unfavorable foreign currency exchange of $6 million.





                                           Three months ended December 31
(In millions)                               2021              2020       Change
Cost of sales                        $       351       $       321      $    30
Gross profit as a percent of sales          31.4 %            31.4 %




The following table provides a reconciliation of the change in cost of sales between the three months ended December 31, 2021 and 2020.





                          Three months ended
(In millions)              December 31, 2021
Changes in:
Volume                    $                 4
Price/mix                                  19
Currency exchange                          (3 )
Acquisition                                10
Change in cost of sales   $                30




Cost of sales for the current quarter increased $30 million compared to the prior year quarter. Price/mix, which includes cost inflation associated with plant manufacturing and shipping costs, and higher volume, including Schülke, increased cost of sales by $19 million and $14 million, respectively. These increases were partially offset by foreign currency exchange, which decreased cost of sales by $3 million.





                                                    Three months ended December 31
(In millions)                                       2021             2020         Change

Selling, general and administrative expense $ 82 $ 101 $ (19 ) As a percent of sales

                               16.0 %           21.6 %




Selling, general and administrative expense for the current quarter decreased $19 million compared to the prior year quarter with expenses as a percent of sales decreasing 5.6 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to the prior year quarter were:


Expense of $1 million and $12 million comprised of key items for severance,
lease abandonment and other restructuring costs during the three months ended
December 31, 2021 and 2020, respectively;
•
$9 million related to a capital project impairment during the three months ended
December 31, 2020;
•
$3 million and $4 million in net environmental-related expenses during the
current and prior year period, respectively (see Note L for more information);
and
•
$2 million increase in selling, general and administrative expense related to
the Schülke acquisition.



                                         Three months ended December 31
(In millions)                           2021              2020          Change

Research and development expense $ 13 $ 13 $ -

Research and development expense is consistent with the prior year quarter.





                                         Three months ended December 31
(In millions)                           2021              2020          Change

Intangibles amortization expense $ 24 $ 21 $ 3

The increase in amortization expense in the current quarter is due to the amortization of intangible assets associated with the Schülke acquisition.





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                                Three months ended December 31
(In millions)                2021            2020             Change
Equity and other income
Other income              $     -         $     5         $       (5 )
                          $     -         $     5         $       (5 )

Other income of $5 million in the prior year quarter is primarily due to a gain on sale of excess corporate property of roughly $4 million.





                                                Three months ended December 31
(In millions)                                    2021            2020        Change
Net interest and other expense (income)
Interest expense                            $      16       $      15       $     1
Loss (income) from restricted investments         (12 )           (23 )          11
Other financing costs                               1               1             -
                                            $       5       $      (7 )     $    12

Net interest and other expense increased by $12 million during the current quarter compared to the prior year quarter. Interest expense increased $1 million primarily due to higher debt levels during the current quarter compared to the prior year quarter. Restricted investments income of $12 million and $23 million included gains of $4 million compared to $18 million for the three months ended December 31, 2021 and 2020, respectively. See Note E for more information on the restricted investments.





                                                  Three months ended December 31
(In millions)                                  2021              2020          Change

Net income on acquisitions and divestitures $ - $ 14 $ (14 )

The activity in the prior year quarter relates to a a $14 million gain related to the sale of a Specialty Additives facility.





                                   Three months ended December 31
(In millions)                     2021            2020          Change
Income tax expense (benefit)   $     5       $      (5 )       $    10
Effective tax rate                  13 %           (13 )%



Ashland's effective tax rate in any interim period is subject to adjustments related to discrete items and the mix of domestic and foreign operating results. The overall effective tax rate was 13% for the three months ended December 31, 2021 and was primarily impacted by jurisdictional income mix, as well as favorable discrete items of $3 million.

The overall effective tax rate was a benefit of 13% for the three months ended December 31, 2020 and was primarily impacted by jurisdictional income mix, as well as favorable discrete items of $13 million primarily related to the sale of a Specialty Additives facility.

Adjusted income tax expense (benefit)

Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income and/or operating income which Ashland believes do not accurately reflect Ashland's underlying business performance and trends. Tax specific key items are defined as the financial effects from tax specific financial transactions, tax law changes or other matters that fall within the definition of key items as previously described. The effective tax rate, excluding key items, which is a non-GAAP measure, has been prepared to illustrate the ongoing tax effects of Ashland's operations. Management believes investors and analysts use this financial measure in assessing Ashland's business performance and that presenting this non-GAAP measure on a consolidated basis assists investors in better understanding Ashland's ongoing business performance and enhancing their ability to compare period-to-period financial results.



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The effective tax rate during the three months ended December 31, 2021 and 2020 was significantly impacted by the following tax specific key items:

Restructuring and separation activity - Includes the impact from company-wide cost reduction programs, and the impact of the sale of a Specialty Additives facility.



The following table is a calculation of the effective tax rate, excluding these
key items.



                                                            Three months ended
                                                                December 31
(In millions)                                                 2021                2020
Income (loss) from continuing operations before
income taxes                                         $          37       $          38
Key items (pre-tax) (a)                                          -                  (7 )
Adjusted income from continuing operations
before income taxes                                  $          37       $          31

Income tax expense (benefit)                         $           5       $          (5 )
Income tax rate adjustments:
Tax effect of key items                                          -                  (3 )
Tax specific key items: (b)
Restructuring and separation activity                            -                  13
Total income tax rate adjustments                                -                  10
Adjusted income tax expense                          $           5       $           5

Effective tax rate, excluding key items (Non-GAAP)
(c)                                                             13 %                17 %



(a)
See Adjusted EBITDA reconciliation table disclosed in this MD&A for a summary of
the key items, before tax.
(b)
For additional information on the effect that these tax specific key items had
on EPS, see the Adjusted Diluted EPS table disclosed in this MD&A.
(c)
Due to rounding conventions, the effective tax rate presented may not
recalculate precisely based on the numbers disclosed within this table.





                                      Three months ended December 31
(In millions)                         2021              2020          Change

Income (loss) from discontinued operation (net of taxes) Performance Adhesives $ 17 $ 18 $ (1 ) Distribution

                            (1 )              (1 )             -

Gain (loss) on disposal of discontinued operations (net of taxes) Composites/Marl facility

                 -                (4 )             4
                               $        16         $      13         $     3

The activity for Distribution and Composites/Marl facility during the current and prior year quarters was related to post-closing adjustments. The Composites/Marl Facility activity for the prior year quarter included post-closing purchase price dispute adjustments. The Performance Adhesives segment sales and pre-tax operating income included in discontinued operations were $96 million and $22 million, and $84 million and $24 million respectively, for the current and prior year quarter.

Other comprehensive income (loss)

A comparative analysis of the components of other comprehensive income is provided below for the three months ended December 31, 2021 and 2020.





                                                     Three months ended December 31
(In millions)                                         2021          2020          Change
Other comprehensive income (loss) (net of taxes)
Unrealized translation gain (loss)               $     (17 )     $    48       $     (65 )
Unrealized gain (loss) on commodity hedges              (3 )           -              (3 )
                                                 $     (20 )     $    48       $     (68 )

Total other comprehensive income (loss), net of tax, for the current quarter decreased $68 million compared to the prior year quarter primarily as a result of the following:



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For the three months ended December 31, 2021, the change in unrealized gain
(loss) from foreign currency translation adjustments resulted in a loss of $17
million compared to a gain of $48 million for the three months ended December
31, 2020. The fluctuations in unrealized translation gains and losses are
primarily due to translating foreign subsidiary financial statements from local
currencies to U.S. Dollars.
•
For the three months ended December 31, 2021, the change in commodity hedges is
primarily due to the fluctuations of the market prices of the underlying
commodities.

Use of non-GAAP measures

Ashland has included within this document the following non-GAAP measures, on both a consolidated and reportable segment basis, which are not defined within U.S. GAAP and do not purport to be alternatives to net income or cash flows from operating activities as a measure of operating performance or cash flows:


EBITDA - net income (loss), plus income tax expense (benefit), net interest and
other expenses, and depreciation and amortization.
•
Adjusted EBITDA - EBITDA adjusted for noncontrolling interests, discontinued
operations, net income (loss) on acquisitions and divestitures, other income and
(expense) and key items (including remeasurement gains and losses related to
pension and other postretirement plans).
•
Adjusted EBITDA margin - Adjusted EBITDA divided by sales.
•
Adjusted diluted earnings per share (EPS) - income (loss) from continuing
operations, adjusted for key items, net of tax, divided by the average
outstanding diluted shares for the applicable period.
•
Adjusted diluted earnings per share (EPS) excluding intangibles amortization
expense - Adjusted earnings per share adjusted for intangibles amortization
expense net of tax, divided by the average outstanding diluted shares for the
applicable period.
•
Free cash flow - operating cash flows less capital expenditures.
•
Ongoing free cash flow - operating cash flows less capital expenditures and
certain other adjustments as applicable.
•
Ongoing free cash flow conversion - ongoing free cash flow divided by adjusted
EBITDA.

Management believes the use of EBITDA and Adjusted EBITDA measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide Ashland's investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income and operating income. The adjustments Ashland makes to derive the non-GAAP measures of EBITDA and Adjusted EBITDA exclude items which may cause short-term fluctuations in net income and operating income and which Ashland does not consider to be the fundamental attributes or primary drivers of its business. EBITDA and Adjusted EBITDA provide disclosure on the same basis as that used by Ashland's management to evaluate financial performance on a consolidated and reportable segment basis and provide consistency in our financial reporting, facilitate internal and external comparisons of Ashland's historical operating performance and its business units and provide continuity to investors for comparability purposes.

The Adjusted diluted EPS metric enables Ashland to demonstrate what effect key items have on an earnings per diluted share basis by taking income (loss) from continuing operations, adjusted for key items after tax that have been identified in the Adjusted EBITDA table, and dividing by the average outstanding diluted shares for the applicable period. Ashland's management believes this presentation is helpful to illustrate how the key items have impacted this metric during the applicable period.

The Adjusted diluted EPS, excluding intangibles amortization expense metric enables Ashland to demonstrate the impact of non-cash intangibles amortization expense on EPS, in addition to the key items previously mentioned. Ashland's management believes this presentation is helpful to illustrate how previous acquisitions impact applicable period results.



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The free cash flow metrics enable Ashland to provide a better indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Unlike cash flow provided by operating activities, free cash flow and ongoing free cash flow includes the impact of capital expenditures from continuing operations and other significant items impacting cash flow, providing a more complete picture of current and future cash generation. Free cash flow has certain limitations, including that it does not reflect adjustment for certain non-discretionary cash flows such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods.

Although Ashland may provide forward-looking guidance for Adjusted EBITDA, Adjusted diluted EPS and ongoing free cash flow, Ashland is not reaffirming or providing 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 unable to predict with reasonable certainty the ultimate outcome of certain significant items that affect these metrics such 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 effect on operations and are difficult to predict with certainty.

These non-GAAP measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by U.S. GAAP. Limitations associated with the use of these non-GAAP measures include that these measures do not present all of the amounts associated with our results as determined in accordance with U.S. GAAP. The non-GAAP measures provided are used by Ashland management and may not be determined in a manner consistent with the methodologies used by other companies. EBITDA and Adjusted EBITDA provide a supplemental presentation of Ashland's operating performance on a consolidated and reportable segment basis. Adjusted EBITDA generally includes adjustments for items that impact comparability between periods. In addition, certain financial covenants related to Ashland's 2020 Credit Agreement are based on similar non-GAAP measures and are defined further in the sections that refer to this metric.

EBITDA and Adjusted EBITDA

EBITDA totaled income of $118 million and $103 million for the three months ended December 31, 2021 and 2020, respectively. EBITDA and Adjusted EBITDA results in the table below have been prepared to illustrate the ongoing effects of Ashland's operations, which exclude certain key items previously described. Management believes the use of such non-GAAP measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting the financial results between periods on a more comparable basis.



                                                      Three months ended
                                                          December 31
(In millions)                                           2021            2020
Net income (loss)                                  $      48       $      56
Income tax expense (benefit)                               5              (5 )
Net interest and other expense (income)                    5              (7 )
Depreciation and amortization                             60              59
EBITDA                                                   118             103
Income from discontinued operations (net of tax)         (16 )           (13 )
Key items included in EBITDA:
Restructuring, separation and other costs                  1              12
Capital project impairment                                 -               9
Environmental reserve adjustments                          3               4
Net gain on acquisitions and divestitures                  -             (14 )
Total key items included in EBITDA                         4              11
Adjusted EBITDA                                    $     106       $     101

Total key items included in EBITDA                 $       4       $      11
Unrealized gain on securities                             (4 )           (18 )
Total key items, before tax                        $       -       $      (7 )




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Diluted EPS and Adjusted Diluted EPS

The following table reflects the U.S. GAAP calculation for the income from continuing operations adjusted for the cumulative diluted EPS effect for key items after tax that have been identified in the Adjusted EBITDA table in the previous section. Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income and/or operating income which Ashland believes do not accurately reflect Ashland's underlying business performance and trends. The Adjusted diluted EPS for the income from continuing operations in the following table has been prepared to illustrate the ongoing effects of Ashland's operations. Management believes investors and analysts use this financial measure in assessing Ashland's business performance and that presenting this non-GAAP measure on a consolidated basis assists investors in better understanding Ashland's ongoing business performance and enhances their ability to compare period-to-period financial results.





                                                                Three months ended
                                                                    December 31
                                                                   2021           2020

Diluted EPS from continuing operations (as reported) $ 0.55 $ 0.70 Key items, before tax: Restructuring, separation and other costs

                          0.02           0.18
Environmental reserve adjustments                                  0.05           0.06
Capital project impairment                                            -           0.16
Unrealized gain on securities                                     (0.07 )        (0.29 )
Net gain on acquisitions and divestitures                             -          (0.23 )
Key items, before tax                                                 -          (0.12 )
Tax effect of key items (a)                                           -           0.05
Key items, after tax                                                  -          (0.07 )
Tax specific key items:
Restructuring and separation activity                                 -          (0.22 )
Tax specific key items (b)                                            -          (0.22 )
Total key items                                                       -          (0.29 )

Adjusted diluted EPS from continuing operations (non-GAAP) $ 0.55 $ 0.41 Amortization expense adjustment (net of tax) (c)

$     0.33      $    0.28

Adjusted diluted EPS from continuing operations (non-GAAP) excluding intangibles amortization expense

$     0.88      $    0.69

(a)


Represents the diluted EPS impact from the tax effect of the key items that are
identified above.
(b)
Represents the diluted EPS impact from tax specific financial transactions, tax
law changes or other matters that fall within the definition of key items. For
additional explanation of these tax specific key items, see the income tax
expense (benefit) discussion within the Statements of Consolidated Comprehensive
Income (Loss) caption review section above.
(c)
Amortization expense adjustment (net of tax) tax rates were 20% and 21% for the
three months ended December 31, 2021 and 2020, respectively.

RESULTS OF OPERATIONS - REPORTABLE SEGMENT REVIEW

Ashland's reportable segments include Life Sciences, Personal Care (formerly Personal Care and Household), Specialty Additives, and Intermediates (formerly Intermediates and Solvents). Unallocated and Other includes corporate governance activities and certain legacy matters.

Results of Ashland's reportable segments are presented based on its management and internal accounting structure. The structure is specific to Ashland; therefore, the financial results of Ashland's reportable segments are not necessarily comparable with similar information for other companies. Ashland allocates all significant costs to its reportable segments except for certain significant company-wide restructuring activities, certain corporate governance costs and other costs or activities that relate to former businesses that Ashland no longer operates. The service cost component of pension and other postretirement benefits costs is allocated to each reportable segment on a ratable basis; while the remaining components of pension and other postretirement benefits costs are recorded within the other net periodic benefit income caption on the Statements of Consolidated Comprehensive Income (Loss). Ashland refines its expense allocation methodologies to the reportable segments from time to time as



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internal accounting practices are improved, more refined information becomes available and the industry or market changes. Significant revisions to Ashland's methodologies are adjusted for all segments on a retrospective basis.

The following table discloses sales, operating income, depreciation and amortization and EBITDA by reportable segment for the three months ended December 31, 2021 and 2020.





                             Three months ended
                                 December 31
(In millions - unaudited)   2021            2020
SALES
Life Sciences             $     170       $     170
Personal Care                   147             126
Specialty Additives             156             147
Intermediates                    53              33
Intersegment sales (a)          (14 )            (8 )
                          $     512       $     468
OPERATING INCOME (LOSS)
Life Sciences             $      21       $      29
Personal Care                    15              15
Specialty Additives (b)          17               2
Intermediates                    16               2
Unallocated and other           (27 )           (31 )
                          $      42       $      17
DEPRECIATION EXPENSE
Life Sciences             $       8       $       9
Personal Care                     9              10
Specialty Additives              16              16
Intermediates                     3               3
                          $      36       $      38
AMORTIZATION EXPENSE
Life Sciences             $       7       $       7
Personal Care                    12               9
Specialty Additives               5               5
Intermediates                     -               -
                          $      24       $      21
EBITDA (c)
Life Sciences             $      36       $      45
Personal Care                    36              34
Specialty Additives              38              23
Intermediates                    19               5
Unallocated and other           (27 )           (31 )
                          $     102       $      76



(a)
Intersegment sales from Intermediates are accounted for at prices that
approximate fair value. All other intersegment sales are accounted for at cost.
(b)
Includes a capital project impairment of $9 million for the three months ended
December 31, 2020 relating to a long-term capital project plan change at a plant
facility.
(c)
Excludes income (loss) from discontinued operations, other net periodic benefit
income (expense) and net income (loss) on divestitures. See the Statement of
Consolidated Comprehensive Income (Loss) for applicable amounts excluded.



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Life Sciences

Life Sciences is comprised of pharmaceuticals, nutrition, nutraceuticals, agricultural chemicals, advanced materials and fine chemicals. Pharmaceutical solutions include controlled release polymers, disintegrants, film coatings, solubilizers, and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and controlling color. Nutraceutical solutions include products for weight management, joint comfort, stomach and intestinal health, sports nutrition and general wellness, and providing custom formulation, toll processing and particle engineering solutions. Customers include pharmaceutical, food, beverage, nutraceuticals and supplements manufacturers, hospitals and radiologists and industrial manufacturers.

December 2021 quarter compared to December 2020 quarter

Life Sciences' sales remained consistent at $170 million in the current quarter. Favorable pricing increased sales by $3 million, while lower volume and unfavorable foreign currency decreased sales by $1 million and $2 million, respectively.

Operating income decreased $8 million to income of $21 million for the current quarter. Unfavorable price/mix, lower volume, unfavorable foreign currency and higher costs decreased operating income by $5 million, $1 million, $1 million and $1 million, respectively. Current quarter EBITDA decreased $9 million to $36 million. EBITDA margin decreased 5.3 percentage points in the current quarter to 21.2%.

EBITDA and Adjusted EBITDA reconciliation

The EBITDA and Adjusted EBITDA amounts presented within this business section are provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for each segment. Each of these non-GAAP measures is defined as follows: EBITDA (operating income plus depreciation and amortization), Adjusted EBITDA (EBITDA adjusted for key items, which may include pro forma effects for significant acquisitions or divestitures, as applicable), and Adjusted EBITDA margin (Adjusted EBITDA, which may include pro forma adjustments, divided by sales or sales adjusted for pro forma results). Ashland does not allocate items to each reportable segment below operating income, such as interest expense and income taxes. As a result, reportable segment EBITDA and Adjusted EBITDA are reconciled directly to operating income since it is the most directly comparable Statements of Consolidated Comprehensive Income (Loss) caption.

The following EBITDA presentation for the three months ended December 31, 2021 and 2020 is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Life Sciences. Life Sciences had no key items for the three months ended December 31, 2021 or 2020.





                                           Life Sciences
                                  Three months ended December 31
(In millions)                               2021               2020
Operating income                $             21             $   29
Depreciation and amortization                 15                 16
EBITDA                          $             36             $   45




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Personal Care

Personal Care is comprised of biofunctionals, preservatives, skin care, sun care, oral care, hair care and household. These businesses have a broad range of nature-based, biodegradable, and performance-enhancing ingredients for customer-driven solutions to help protect, renew, moisturize and revitalize skin and hair, and provide solutions for toothpastes, mouth washes and rinses, denture cleaning and care for teeth. Household supplies nature-derived rheology ingredients, biodegradable surface wetting agents, performance encapsulates, and specialty polymers for household, industrial and institutional cleaning products. Customers include formulators at large multinational branded consumer products companies and smaller, independent boutique companies. As previously disclosed, on April 30, 2021 Ashland completed the $312 million acquisition of the personal care business from Schülke.

December 2021 quarter compared to December 2020 quarter

Personal Care' sales increased $21 million to $147 million in the current quarter. Favorable product pricing and volume/mix, including the impact of the Schülke acquisition, increased sales by $2 million and $21 million, respectively. Unfavorable currency exchange decreased sales by $2 million.

Operating income of $15 million remained consistent for the current quarter. Lower costs, favorable impact of the Schülke acquisition and higher volume increased operating income by $3 million, $3 million and $1 million, respectively. Unfavorable price/mix decreased operating income by $7 million. Current quarter EBITDA increased $2 million to $36 million. EBITDA margin decreased 2.5 percentage points in the current quarter to 24.5%.

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation for the three months ended December 31, 2021 and 2020 is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Personal Care. Personal Care had no key items for the three months ended December 31, 2021 or 2020.



                                           Personal Care
                                  Three months ended December 31
(In millions)                               2021               2020
Operating income                $             15             $   15
Depreciation and amortization                 21                 19
EBITDA                          $             36             $   34


Specialty Additives

Specialty Additives is comprised of rheology- and performance-enhancing additives serving the coatings, construction, energy, automotive and various industrial markets. Solutions include coatings additives for architectural paints, finishes and lacquers, cement- and gypsum- based dry mortars, ready-mixed joint compounds, synthetic plasters for commercial and residential construction, and specialty materials for industrial applications. Products include rheology modifiers (cellulosic and associative thickeners), foam-control agents, surfactants and wetting agents, pH neutralizers, advanced ceramics used in catalytic converters, and environmental filters, ingredients that aid the manufacturing process of ceramic capacitors, plasma display panels and solar cells, ingredients for textile printing, thermoplastic metals and alloys for welding. Products help improve desired functional outcomes through rheology modification and control, water retention, workability, adhesive strength, binding power, film formation, deposition and suspension and emulsification. Customers include global paint manufacturers, electronics and automotive manufacturers, textile mills, the construction industry, and welders.

December 2021 quarter compared to December 2020 quarter

Specialty Additives' sales increased $9 million to $156 million in the current quarter. Favorable product pricing and volume/mix increased sales by $8 million and $2 million, respectively. Unfavorable currency exchange decreased sales by $1 million.

Operating income increased $15 million to income of $17 million for the current quarter. Lower costs, favorable volume, favorable pricing/mix, and a capital project impairment in the prior year quarter increased operating income by $4 million, $1 million, $1 million and $9 million, respectively. Current quarter EBITDA increased $15 million



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to $38 million while Adjusted EBITDA increased $6 million to $38 million. Adjusted EBITDA margin increased 2.6 percentage points in the current quarter to 24.4%.

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation for the three months ended December 31, 2021 and 2020 is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Specialty Additives. The key items during the three months ended December 31, 2020 related to a capital project impairment within Specialty Additives.



                                        Specialty Additives
                                  Three months ended December 31
(In millions)                             2021                 2020
Operating income                $           17             $      2
Depreciation and amortization               21                   21
EBITDA                                      38                   23
Capital project impairment                   -                    9
Adjusted EBITDA                 $           38             $     32


Intermediates

Intermediates is comprised of the production of 1,4 butanediol (BDO) and related derivatives, including n-methylpyrrolidone. These products are used as chemical intermediates in the production of engineering polymers and polyurethanes, and as specialty process solvents in a wide array of applications including electronics, pharmaceuticals, water filtration membranes and more. Butanediol is also provided to Life Sciences, Personal Care, and Specialty Additives for use as a raw material.

December 2021 quarter compared to December 2020 quarter

Intermediates' sales increased $20 million to $53 million in the current period primarily due to higher product pricing.

Operating income increased $14 million to $16 million for the current quarter. Price/mix increased operating income by $17 million and was partially offset by higher production costs which decreased operating income by $3 million. Current quarter EBITDA increased $14 million to $19 million. EBITDA margin increased 20.6 percentage points in the current quarter to 35.8%.

EBITDA and Adjusted EBITDA reconciliation



The following EBITDA presentation (as defined and described in the section
above) for the three months ended December 31, 2021 and 2020 is provided as a
means to enhance the understanding of financial measurements that Ashland has
internally determined to be relevant measures of comparison for the results of
Intermediates. Intermediates had no key items for the three months ended
December 31, 2021 or 2020.

                                           Intermediates
                                   Three months ended December 31
(In millions)                               2021                2020
Operating income                $             16             $     2
Depreciation and amortization                  3                   3
EBITDA                          $             19             $     5




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Unallocated and other

The following table summarizes the key components of the Unallocated and other
segment's operating income (loss) for the three ended December 31, 2021 and
2020.

                                                               Unallocated and Other
                                                           Three months ended December 31
(In millions)                                                    2021                         2020
Restructuring activities                          $                (5 )           $            (16 )
Environmental expenses                                             (3 )                         (4 )
Other expenses (primarily governance and legacy
expenses)                                                         (19 )                        (11 )
Total expense                                     $               (27 )           $            (31 )



December 2021 quarter compared to December 2020 quarter

Unallocated and other recorded expense of $27 million and $31 million for the three months ended December 31, 2021 and 2020, respectively. The current and prior year quarters included expense of $5 million and $16 million, respectively, for restructuring activities mainly comprised of severance, lease abandonment and other restructuring costs related to company-wide cost reduction programs during the current and prior year quarters, respectively, as well as stranded costs of $4 million for each period associated with the Performance Adhesives divestiture.

The current quarter and prior year quarter included $3 million and $4 million for environmental expenses, respectively.

Other expenses increase of $8 million is primarily a result of a gain of $4 million in the prior year quarter associated with excess corporate property sales as well as decreased transition services income associated with the Composites sale from INEOS in the current quarter.

FINANCIAL POSITION

Liquidity

Ashland believes that cash flow from operations, availability under existing credit facilities and arrangements, current cash and investment balances and the ability to obtain other financing, if necessary, will provide adequate cash funds for Ashland's foreseeable working capital needs, capital expenditures at existing facilities, dividend payments and debt service obligations. Ashland's cash requirements are subject to change as business conditions warrant and opportunities arise. The timing and size of any new business ventures or acquisitions that the Company may complete may also impact its cash requirements. For information regarding the impact of COVID-19 on the Company, including on its liquidity and capital resources, please see item 1A, in Ashland's most recent Form 10-K filed with the SEC.

Cash flows

Ashland's cash flows from operating, investing and financing activities, as reflected in the Statements of Condensed Consolidated Cash Flows, are summarized as follows for the three months ended December 31, 2021 and 2020.





                                                             Three months ended
                                                                 December 31
(In millions)                                             2021                2020

Cash provided (used) by: Operating activities from continuing operations $ 14 $ 81 Investing activities from continuing operations

                  (7 )                (4 )
Financing activities from continuing operations                 (11 )              (207 )
Discontinued operations                                          (9 )                 8
Effect of currency exchange rate changes on cash
and cash equivalents                                             (3 )                 3
Net decrease in cash and cash equivalents             $         (16 )     $        (119 )




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Cash and cash equivalents decreased $16 million for the three months ended December 31, 2021 compared to a $119 million decrease for the three months ended December 31, 2020.

The $16 million decrease for the three months ended December 31, 2021 was primarily driven by payment of cash dividends of $17 million and additions to property, plant and equipment of $15 million offset by net proceeds from short-term debt of $11 million. Operating cash flows from continuing operations were inflows of $14 million, while discontinued operations cash flows were outflows of $9 million.

The $119 million decrease for the three months ended December 31, 2020 was primarily driven by repayment of short-term debt of $187 million offset by $81 million of operating cash flows from continuing operations.

Free cash flow and other liquidity resources

The following represents Ashland's calculation of free cash flow and ongoing free cash flows for the disclosed periods. Free cash flow does not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments.





(In millions)                                                   2021           2020
Total cash flows provided by operating activities     $           14     $       81
from continuing operations
less:
Additions to property, plant and equipment                       (15 )          (30 )
Free cash flows                                                   (1 )           51
Cash (inflows) outflows from U.S. Accounts                        10              -
Receivable Sales Program (a)
Restructuring-related payments (b)                                 4             14
Environmental and related litigation payments (c)                 13              9
Ongoing free cash flow                                $           26     $       74

Adjusted EBITDA (d)                                              106            101

Ongoing free cash flow conversion (e)                             25 %           73 %



(a)


Represents activity associated with the U.S. Accounts Receivable Sales Program
impacting each period presented.
(b)
Restructuring payments incurred during each period.
(c)
Represents cash outflows associated with environmental and related litigation
payments which will be reimbursed by the environmental trust.
(d)
See adjusted EBITDA reconciliation.
(e)
Ongoing free cash flow divided by Adjusted EBITDA.

Working capital (current assets minus current liabilities, excluding long-term debt due within one year) amounted to $839 million and $792 million as of December 31, 2021 and September 30, 2021, respectively. The $47 million increase in working capital was the primary reason of the $48 million decline in ongoing free cash flows between periods primarily as a result of increased inventories to navigate supply-chain issues as well as cost inflation and reduced accrued expenses as a result of annual incentive program payouts. Liquid assets (cash, cash equivalents and accounts receivable) amounted to 62% and 65% of current liabilities (excluding current liabilities held for sale) as of December 31, 2021 and September 30, 2021, respectively.

The following summary reflects Ashland's cash, unused borrowing capacity and liquidity as of December 31, 2021 and September 30, 2021.





                                                     December 31      September 30
(In millions)                                           2021              2021
Cash and investment securities
Cash and cash equivalents                           $         194     $         210
Restricted investments (a)                                    426               421

Unused borrowing capacity and liquidity
Revolving credit facility                                     341               356
2018 accounts receivable securitization (foreign)               -                 -
Accounts receivable sales program (U.S.)                        -                12



(a)

Includes $335 million and $333 million related to the Asbestos trust and $91 million and $88 million related to the Environmental trust as of December 31, 2021 and September 30, 2021, respectively.



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The borrowing capacity remaining under the $600 million revolving credit facility was $341 million due to an outstanding balance of $240 million, as well as a reduction of $19 million for letters of credit outstanding at December 31, 2021. In total, Ashland's available liquidity position, which includes cash, the revolving credit facility and foreign accounts receivable securitization facility, was $535 million at December 31, 2021, compared to $566 million at September 30, 2021. Ashland had no available liquidity under the U.S. Accounts Receivable Sales Program as of December 31, 2021. Ashland also maintained $426 million of restricted investments to pay for future asbestos claims and environmental remediation and related litigation.





Capital resources

Debt

The following summary reflects Ashland's debt as of December 31, 2021 and
September 30, 2021.



                                                     December 31          September 30
(In millions)                                            2021                 2021
Short-term debt (includes current portion of
long-term debt)                                    $            389     $            374
Long-term debt (less current portion and debt
issuance cost discounts) (a)                                  1,580                1,596
Total debt                                         $          1,969     $          1,970



(a)

Includes $17 million of debt issuance cost discounts as of December 31, 2021 and September 30, 2021, respectively.

Debt as a percent of capital employed was 42% at December 31, 2021 and at September 30, 2021, respectively. At December 31, 2021, Ashland's total debt had an outstanding principal balance of $2,025 million, discounts of $39 million, and debt issuance costs of $17 million. The scheduled aggregate maturities of long-term debt by year (including the current portion and excluding debt issuance costs) are as follows: $9 million in 2022, $22 million in 2023, $44 million in 2024, $175 million in 2025 and zero in 2026.

Ashland credit ratings

Ashland's corporate credit ratings remained unchanged at BB+ by Standard & Poor's and Ba1 by Moody's Investor Services. As of December 31, 2021, both Moody's Investor Services and Standard & Poor's outlook remained at stable. Subsequent changes to these ratings or outlook may have an effect on Ashland's borrowing rate or ability to access capital markets in the future.

Ashland debt covenant restrictions

Ashland's current credit agreement (the 2020 Credit Agreement) contains usual and customary representations, warranties and affirmative and negative covenants, including financial covenants for leverage and interest coverage ratios, limitations on liens, additional subsidiary indebtedness, restrictions on subsidiary distributions, investments, mergers, sale of assets and restricted payments and other customary limitations. As of December 31, 2021, Ashland is in compliance with all debt agreement covenant restrictions under the 2020 Credit Agreement.

The maximum consolidated net leverage ratio permitted under the 2020 Credit Agreement is 4.0. The 2020 Credit Agreement defines the consolidated net leverage ratio as the ratio of consolidated indebtedness minus unrestricted cash and cash equivalents to consolidated EBITDA (Covenant Adjusted EBITDA) for any measurement period. In general, the 2020 Credit Agreement defines Covenant Adjusted EBITDA as net income plus consolidated interest charges, taxes, depreciation and amortization expense, fees and expenses related to capital market transactions and proposed or actual acquisitions and divestitures, restructuring and integration charges, noncash stock and equity compensation expense, and any other nonrecurring expenses or losses that do not represent a cash item in such period or any future period; less any noncash gains or other items increasing net income. The computation of Covenant Adjusted EBITDA differs from the calculation of EBITDA and Adjusted EBITDA, which have been reconciled above in the "consolidated review" section. In general, consolidated indebtedness includes debt plus all purchase money indebtedness, banker's acceptances and bank guaranties, deferred purchase price of property or services, attributable indebtedness and guarantees. At December 31, 2021, Ashland's calculation of the consolidated net leverage ratio was 3.1.

The minimum required consolidated interest coverage ratio under the 2020 Credit Agreement is 3.0. The 2020 Credit Agreement defines the consolidated interest coverage ratio as the ratio of Covenant Adjusted EBITDA to consolidated interest charges for any measurement period. At December 31, 2021, Ashland's calculation of the consolidated interest coverage ratio was 9.4.



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Any change in Covenant Adjusted EBITDA of $100 million would have an approximate 0.5x effect on the consolidated net leverage ratio and a 1.6x effect on the consolidated interest coverage ratio. The change in consolidated indebtedness of $100 million would affect the consolidated leverage ratio by approximately 0.2x.

Additional capital resources

Total equity

Total equity increased by $11 million since September 30, 2021 to $2,763 million at December 31, 2021. The increase of $11 million was due to net income of $48 million, offset by dividends of $17 million, deferred translation loss of $17 million, and $3 million of deferred loss on commodity hedges.

Stockholder dividends

Ashland paid a dividend of 30 cents per share for the first quarter of fiscal 2022 and 27.5 cents per share in the first quarter of fiscal 2021.

Capital expenditures

Capital expenditures were $15 million for the three months ended December 31, 2021 compared to $30 million for the three months ended December 31, 2020.

CRITICAL ACCOUNTING POLICIES

The preparation of Ashland's Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses, and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets (including goodwill and other intangible assets), income taxes, other liabilities and receivables associated with asbestos litigation and environmental remediation. These accounting policies are discussed in detail in "Management's Discussion and Analysis - Critical Accounting Policies" in Ashland's Annual Report on Form 10-K for the fiscal year ended September 30, 2021. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. Management has reviewed the estimates affecting these items with the Audit Committee of Ashland's Board of Directors. No material changes have been made to the valuation techniques during the three months ended December 31, 2021.

OUTLOOK

Ashland issued its outlook for fiscal 2022 in November 2021. This outlook has not changed and remains the same as shown in the table below. Ashland's most recent forecast projects full-year Adjusted EBITDA below the midpoint of the range.



                             FY 2022 Outlook
Key Operating Metrics
Sales                     $2.25 - $2.35 billion
Adjusted EBITDA            $550 - $570 million

Ashland is unable to reconcile forward-looking adjusted EBITDA to forward-looking net income, the most closely comparable GAAP financial measure, because the information needed to provide such reconciliation would require unreasonable efforts.



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