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 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,
automotive, construction, energy, food and beverage, nutraceuticals, personal
care and pharmaceutical. With approximately 4,200 employees worldwide, Ashland
serves customers in more than 100 countries.

Ashland's sales generated outside of North America were 61% and 60% for the
three months ended December 31, 2020 and 2019. 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           2020            2019
North America (a)              39 %            40 %
Europe                         30 %            31 %
Asia Pacific                   22 %            21 %
Latin America & other           9 %             8 %
                              100 %           100 %


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




Reportable segments



Ashland's reportable segments include Life Sciences, Personal Care & Household,
Specialty Additives, Performance Adhesives and Intermediates and Solvents.
Unallocated and Other includes corporate governance activities and certain
legacy matters. Ashland has also provided subtotals by its consumer and
industrial businesses to reflect the end markets served by each reportable
segment. The contribution to sales by each reportable segment expressed as a
percentage of total consolidated sales for the three month ended December 31
were as follows:



                                 Three months ended
                                     December 31
Sales by Reportable Segment        2020            2019
Life Sciences                        31 %            29 %
Personal Care & Household            23 %            26 %
Consumer Specialties                 54 %            55 %
Specialty Additives                  27 %            26 %
Performance Adhesives                14 %            14 %
Industrial Specialties               41 %            40 %
Intermediates and Solvents            5 %             5 %
                                    100 %           100 %









                                       33

--------------------------------------------------------------------------------





KEY DEVELOPMENTS

Business results

Ashland recorded net income of $56 million (income of $61 million in continuing
operations and loss of $5 million in discontinued operations) and $32 million
(income of $34 million in continuing operations and loss of $2 million in
discontinued operations) in the current and prior year quarters, respectively.
Ashland's EBITDA of $112 million increased by $33 million, while Ashland's
Adjusted EBITDA was $124 million for the current quarter compared to $88 million
in the prior year quarter. (see U.S. GAAP reconciliation below under
consolidated review). The improvement in results was primarily due to higher
volumes, improved pricing/mix, lower costs and favorable foreign currency
exchange, partially offset by a capital project impairment.

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. This includes the execution of shelter in place,
social distancing and deep cleaning process requirements. Through the first
quarter of fiscal year 2021, Ashland has not experienced any additional major
operating surprises, related to the COVID-19 pandemic, and continues to maintain
a robust supply chain in a challenging environment, had strong safety
performance in the face of unprecedented pressures and improved operating
discipline across each of its businesses. The consumer specialties businesses
continued to show resiliency in the face of difficult economic circumstances.
The industrial specialties businesses and the Intermediates and Solvents
business experienced downward pressure on demand as a result of the COVID-19
pandemic's impact on those businesses' end markets in 2020, with improved
conditions through the first quarter of 2021. However, 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 as economic conditions continue to improve.

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

Operational business model changes and restructurings



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 is currently targeting the following savings:

  • $50 million of incremental SARD cost savings


  • $50 million of incremental COGS productivity savings


Ashland achieved over 80% of its target run-rate SARD cost savings and about 70%
of its COGS productivity savings, in total representing about $78 million in
annualized run-rate savings under these initiatives as of December 31, 2020.
Ashland expects to be substantially complete with these initiatives by the end
of fiscal year 2021.



                                       34

--------------------------------------------------------------------------------

Pending acquisition



On January 19, 2021 Ashland announced it had signed a definitive agreement to
acquire the personal care business from Schülke & Mayr GmbH, a portfolio company
of the global investment organization EQT.

Under the terms of the agreement, Ashland will pay €262.5 million in an all cash
transaction, which is expected to be completed before the end of the June 30,
2021 quarter subject to customary closing conditions and required regulatory
approvals.


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 taxes, discontinued operations and other
significant events or transactions that are unusual or nonrecurring.

Key financial results for the three months ended December 31, 2020 and 2019 included the following:

• Ashland's net income amounted to $56 million compared to $32 million for

the three months ended December 31, 2020 and 2019, respectively, or income

of $0.91 and $0.53 diluted earnings per share, respectively.

• Discontinued operations, which are reported net of taxes, resulted in a

loss of $5 million and $2 million during the three months ended December


      31, 2020 and 2019, respectively.


   •  Income from continuing operations, which excludes results from

      discontinued operations, amounted to $61 million and $34 million for the
      three months ended December 31, 2020 and 2019, respectively.

• The effective income tax rates were an expense of zero and a benefit of

240% for the three months ended December 31, 2020 and 2019, 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 income of $6
      million compared to expense of $10 million for the three months ended
      December 31, 2020 and 2019, respectively. This includes gains of $18
      million and $9 million on restricted investments.

• Net income on divestitures totaled income of $14 million and $3 million

for the three months ended December 31, 2020 and 2019, respectively.

• Operating income was $41 million and $17 million for the three months

ended December 31, 2020 and 2019, 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 $41 million and $17 million for the
three months ended December 31, 2020 and 2019, 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. 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.

Operating income/loss for the three months ended December 31, 2020 and 2019 included depreciation and amortization of $62 million and $61 million, respectively.


                                       35

--------------------------------------------------------------------------------

Non-operating key items affecting EBITDA

• Net gain on divestitures - Ashland recorded a gain 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,
2020 and 2019.



                    Three months ended December 31
(In millions)        2020            2019        Change
Sales           $     552       $     533       $    19

The following table provides a reconciliation of the change in sales for the three months ended December 31, 2020 and 2019.





                    Three months ended
(In millions)        December 31, 2020
Volume              $                14
Pricing                              (6 )
Currency exchange                    11
Change in sales     $                19






Sales for the current quarter increased $19 million compared to the prior year
quarter. Favorable volume and foreign currency exchange increased sales by $14
million and $11 million, respectively. These increases were partially offset by
product pricing which decreased sales $6 million.





                                           Three months ended December 31
(In millions)                               2020              2019       Change
Cost of sales                        $       374       $       380      $    (6 )
Gross profit as a percent of sales          32.2 %            28.7 %




The following table provides a reconciliation of the change in cost of sales between the three months ended December 31, 2020 and 2019.





                           Three months ended
(In millions)              December 31, 2020
Changes in:
Volume                    $                 11
Price/mix                                  (12 )
Currency exchange                            4
Operating costs                             (9 )
Change in cost of sales   $                 (6 )




Cost of sales for the current quarter decreased $6 million compared to the prior
year quarter. Price/mix, and operating costs decreased cost of sales by $12
million and $9 million, respectively. These decreases were partially offset by
higher volume and foreign currency exchange which increased cost of sales by $11
million and $4 million, respectively.





                                                    Three months ended December 31
(In millions)                                        2020              2019        Change

Selling, general and administrative expense $ 106 $ 99

$     7
As a percent of sales                                19.2 %            18.6 %


                                       36

--------------------------------------------------------------------------------



Selling, general and administrative expense for the current quarter increased $7
million compared to the prior year quarter with expenses as a percent of sales
increasing 0.6 percentage points. Key drivers of the fluctuation in selling,
general and administrative expense compared to the prior year quarter were:

$12 million and $7 million of key items for severance, lease abandonment


      and other restructuring costs during the three months ended December 31,
      2020 and 2019, respectively;

$9 million related to a capital project impairment during the three months

ended December 31, 2020; and

• Unfavorable currency exchange of $1 million during the three months ended

December 31, 2020.




The above increases were partially offset by achieved cost savings during the
three months ended December 31, 2020 from restructuring programs initiated in
fiscal year 2020.





                                         Three months ended December 31
(In millions)                           2020              2019          Change

Research and development expense $ 15 $ 16 $ (1 )




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



                                         Three months ended December 31
(In millions)                           2020              2019          Change

Intangibles amortization expense $ 21 $ 21 $

-

Amortization expense is consistent with the prior year quarter.





                              Three months ended December 31
(In millions)                2020            2019          Change
Equity and other income
Other income              $     5         $     -         $     5
                          $     5         $     -         $     5

Other income for the current year quarter was primarily due to a gain on sale of excess corporate property of roughly $4 million.





                                                 Three months ended December 31
(In millions)                                    2020            2019          Change
Net interest and other expense (income)
Interest expense                            $      16       $      23       $      (7 )
Interest income                                     -              (1 )     

1


Loss (income) from restricted investments         (23 )           (13 )           (10 )
Other financing costs                               1               1               -
                                            $      (6 )     $      10       $     (16 )


Net interest and other expense (income) decreased by $16 million during the
current quarter compared to the prior year quarter. Interest expense decreased
$7 million due to lower cost of debt and lower debt levels compared to the prior
year quarter. Restricted investments included gains of $18 million and $9
million for the three months ended December 31, 2020 and 2019, respectively. See
Note E for more information on the restricted investments.



                                         Three months ended December 31
(In millions)                            2020            2019          Change

Net income (loss) on divestitures $ 14 $ 3 $ 11

The activity in the current year quarter was related to the sale of a Specialty Additives facility, while activity in the prior year quarter related to post-closing adjustments for certain divestitures.





                                   Three months ended December 31
(In millions)                   2020              2019          Change
Income tax expense (benefit)   $   -       $       (24 )       $    24
Effective tax rate                 0 %            (240 )%


                                       37

--------------------------------------------------------------------------------



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

The overall effective tax rate was a benefit of 240% for the three months ended
December 31, 2019 and was primarily impacted by jurisdictional income mix,
certain nondeductible restructuring costs as well as $27 million from favorable
tax discrete items primarily from the tax benefit related to the Swiss Tax
Reform enacted in the prior year quarter.

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.

The effective tax rate during the three months ended December 31, 2020 and 2019 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; and

• Other tax reform - Includes the impact from other items related to the Tax

Act and other tax law changes including Swiss Tax Reform. The Swiss Tax

Reform benefit is an estimate based on ten year income projections and is

subject to approval by the Swiss tax authorities. Ashland will monitor

this amount and make adjustments as appropriate in future periods. These

adjustments also include the impact from the deductibility of compensation

items and miscellaneous state tax items.




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



                                                             Three months ended
                                                                 December 31
(In millions)                                                  2020                 2019
Income (loss) from continuing operations before
income taxes                                         $           61       $ 

10


Key items (pre-tax) (a)                                         (11 )                 (2 )
Adjusted income from continuing operations
before income taxes                                  $           50       $            8

Income tax expense (benefit)                         $            -       $          (24 )
Income tax rate adjustments:
Tax effect of key items                                          (4 )                 (1 )
Tax specific key items: (b)
Restructuring and separation activity                            13                    -
Other tax reform                                                  -         

25


Total income tax rate adjustments                                 9         

24


Adjusted income tax expense                          $            9       $            -

Effective tax rate, excluding key items (Non-GAAP)
(c)                                                              19 %                  3 %



   (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.






                                       38

--------------------------------------------------------------------------------





                                                           Three months ended December 31
(In millions)                                           2020                 2019              Change
Income (loss) from discontinued operation (net of taxes)
Valvoline                                       $          -         $         (1 )       $         1
Water Technologies                                         -                   (1 )                 1
Distribution                                              (1 )                  -                  (1 )
Gain (loss) on disposal of discontinued
operations (net of taxes)
Composites/Marl facility                                  (4 )                  -                  (4 )
                                                $         (5 )       $         (2 )       $        (3 )



The activity for Composites/Marl facility during the current quarter was related
to post-closing purchase price adjustment disputes. The activity for Valvoline,
Water Technologies and Distribution during the current and prior year quarters
was related to post-closing adjustments.

Other comprehensive income (loss)

A comparative analysis of the components of other comprehensive income is provided below for the three months ended December 31, 2020 and 2019.





                                                           Three months ended December 31
(In millions)                                            2020               2019            Change
Other comprehensive income (loss) (net of taxes)
Unrealized translation gain                        $       48         $       38         $      10
                                                   $       48         $       38         $      10

Total other comprehensive income, net of tax, for the current quarter increased $10 million compared to the prior year quarter primarily as a result of the following:

• For the three months ended December 31, 2020, the change in unrealized


         gain (loss) from foreign currency translation adjustments resulted in a
         gain of $48 million compared to $38 million for the three months ended

December 31, 2019. The fluctuations in unrealized translation gains and

losses are primarily due to translating foreign subsidiary financial

statements from local currencies to U.S. Dollars.

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 the

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 and
      certain other adjustments as applicable.


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,

                                       39

--------------------------------------------------------------------------------


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.

The free cash flow metric enables 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 includes the impact of capital
expenditures from continuing operations, providing a more complete picture of
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 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.

                                       40

--------------------------------------------------------------------------------

EBITDA and Adjusted EBITDA



EBITDA totaled income of $112 million and $79 million for the three months ended
December 31, 2020 and 2019, 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)                                         2020            2019
Net income                                       $      56       $      32
Income tax expense (benefit)                             -             (24 )
Net interest and other expense (income)                 (6 )            10
Depreciation and amortization                           62              61
EBITDA                                                 112              79
Loss from discontinued operations (net of tax)           5               2
Key items included in EBITDA:
Restructuring, separation and other costs               12               7
Capital project impairment                               9               -
Net gain on divestitures                               (14 )             -
Total key items included in EBITDA                       7               7
Adjusted EBITDA                                  $     124       $      88

Total key items included in EBITDA               $       7       $       7
Unrealized gain on securities                          (18 )            (9 )
Total key items, before tax                      $     (11 )     $      (2 )



                                       41

--------------------------------------------------------------------------------

Diluted EPS and Adjusted Diluted EPS



The following table reflects the U.S. GAAP calculation for the income (loss)
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 (loss) 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
                                                                    2020          2019

Diluted EPS from continuing operations (as reported) $ 0.99

   $   0.56
Key items, before tax:
Restructuring, separation and other costs                           0.18    

0.12


Capital project impairment                                          0.16    

-


Unrealized gain on securities                                      (0.29 )       (0.15 )
Net gain on divestitures                                           (0.23 )           -
Key items, before tax                                              (0.18 )       (0.03 )
Tax effect of key items (a)                                         0.07    

0.02


Key items, after tax                                               (0.11 )       (0.01 )
Tax specific key items:
Restructuring and separation activity                              (0.22 )           -
Other tax reform                                                       -         (0.42 )
Tax specific key items (b)                                         (0.22 )       (0.42 )
Total key items                                                    (0.33 )       (0.43 )
Adjusted diluted EPS from continuing operations (non-GAAP)    $     0.66      $   0.13
Amortization expense adjustment (net of tax) (c)              $     0.28

$ 0.28 Adjusted diluted EPS from continuing operations (non-GAAP) excluding intangibles amortization expense

$     0.94      $   0.41

(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 21% and 20%
       for the three months ended December 31, 2020 and December 31, 2019,
       respectively.





                                       42

--------------------------------------------------------------------------------

RESULTS OF OPERATIONS - REPORTABLE SEGMENT REVIEW

Ashland's reportable segments include Life Sciences, Personal Care & Household, Specialty Additives, Performance Adhesives and Intermediates and Solvents. Unallocated and Other includes corporate governance activities and certain legacy matters. Ashland has also provided subtotals by its consumer and industrial businesses to reflect the end markets served by each reportable segment.



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 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. This includes charges in the current fiscal
year for certain corporate governance costs, which were previously allocated in
the first quarter of fiscal 2020. These costs are now reflected in Unallocated
and Other for all periods presented.

The following table discloses sales, operating income, depreciation and amortization and EBITDA by reportable segment for the three months ended December 31, 2020 and 2019.




                                       43

--------------------------------------------------------------------------------


                              Three months ended
                                  December 31
(In millions - unaudited)       2020            2019

SALES


Life Sciences              $     170       $     155
Personal Care & Household        126             137
Consumer Specialties             296             292
Specialty Additives              147             139
Performance Adhesives             84              74
Industrial Specialties           231             213
Intermediates and Solvents        33              28
Intersegment sales (a)
Intermediates and Solvents        (8 )             -
                           $     552       $     533
OPERATING INCOME (LOSS)
Life Sciences              $      29       $      22
Personal Care & Household         15              11
Consumer Specialties              44              33
Specialty Additives (b)            2               9
Performance Adhesives             20              10
Industrial Specialties            22              19
Intermediates and Solvents         2             (12 )
Unallocated and other            (27 )           (23 )
                           $      41       $      17
DEPRECIATION EXPENSE
Life Sciences              $       9       $       8
Personal Care & Household         10              10
Consumer Specialties              19              18
Specialty Additives               16              15
Performance Adhesives              3               4
Industrial Specialties            19              19
Intermediates and Solvents         3               3
                           $      41       $      40
AMORTIZATION EXPENSE
Life Sciences              $       7       $       7
Personal Care & Household          9               9
Consumer Specialties              16              16
Specialty Additives                5               5
Performance Adhesives              -               -
Industrial Specialties             5               5
Intermediates and Solvents         -               -
                           $      21       $      21
EBITDA (c)
Life Sciences              $      45       $      37
Personal Care & Household         34              30
Consumer Specialties              79              67
Specialty Additives               23              29
Performance Adhesives             23              14
Industrial Specialties            46              43
Intermediates and Solvents         5              (9 )
Unallocated and other            (27 )           (23 )
                           $     103       $      78

(a) Intersegment sales are accounted for at prices that approximate fair value.

(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.


                                       44

--------------------------------------------------------------------------------





Consumer Specialties


The Consumer Specialties business is comprised of the following reportable segments:





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.



Personal Care & Household



Personal Care & Household 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.

December 2020 quarter compared to December 2019 quarter



Consumer Specialties' sales increased $4 million to $296 million in the current
quarter. Life Sciences represented an increase of $15 million, offset by a
decrease of $11 million for Personal Care & Household. Favorable currency
exchange increased sales by $5 million for the Consumer Specialties business.
This increase was partially offset by product pricing which decreased sales by
$1 million.

Operating income increased $11 million to income of $44 million for the current
quarter. Life Sciences and Personal Care & Household recorded income of $29
million and $15 million, respectively. Favorable price/mix, favorable foreign
currency exchange, lower costs and a legal settlement related to Personal Care &
Household increased operating income by $4 million, $4 million, $2 million and
$2 million, respectively. These increases were partially offset by lower volume
which decreased operating income by $1 million. Current quarter EBITDA increased
$12 million to $79 million, of which $45 million was in Life Sciences and $34
million in Personal Care & Household. EBITDA margin increased 3.7 percentage
points in the current quarter to 26.7%.

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.

                                       45

--------------------------------------------------------------------------------


The following EBITDA presentation for the three months ended December 31, 2020
and 2019 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 Consumer Specialties.



                                      Life Sciences               Personal Care & Household             Consumer Specialties
                                                                 Three months ended December 31
(In millions)                        2020            2019             2020                  2019          2020              2019
Operating income                $      29       $      22     $         15 

$ 11 $ 44 $ 33 Depreciation and amortization 16

              15               19                    19            35                34
EBITDA                                 45              37               34                    30            79                67




Industrial Specialties


The Industrial Specialties business is comprised of the below reportable segments:





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.



Performance Adhesives



Performance Adhesives is comprised of adhesives used in packaging, converting
and structural applications. Packaging adhesives has an extensive line of
pressure sensitive adhesives, functional coatings and primers combined with
innovative technology solutions for narrow-, mid- and wide-web applications.
Products meet stringent requirements in food and beverage safety, shipping,
transportation, health and beauty, industrial, postage and security printing.
Structural adhesives include light weighting vehicles and eliminating VOCs in
buildings. Customers include converters of packaging materials, manufacturers of
building materials and tier one suppliers to transportation industry.

December 2020 quarter compared to December 2019 quarter



Industrial Specialties' sales increased $18 million to $231 million in the
current quarter. Specialty Additives and Performance Adhesives represented $8
million and $10 million of the increase, respectively. Higher volume and
favorable currency exchange increased sales by $16 million and $5 million,
respectively. These increases were partially offset by product pricing which
decreased sales by $3 million.

Operating income increased $3 million to $22 million for the current quarter.
Specialty Additives and Performance Adhesives recorded income of $2 million and
$20 million, respectively, down $7 million and up $10 million from the prior
year quarter, respectively. Higher volume, favorable price/mix, foreign currency
exchange and production costs increased operating income by $4 million, $5
million, $1 million and $2 million, respectively. Those increases were partially
offset by a capital project impairment of $9 million. Current quarter EBITDA
increased $3 million to $46 million, $23 million income in Specialty Additives
and $23 million income in Performance Adhesives. Adjusted EBITDA increased $12
million to $55 million, of which $32 million and $23 million originated from
Specialty Additives and Performance Adhesives, respectively. Adjusted EBITDA
margin increased 3.6 percentage points in the current quarter to 23.8%.

                                       46

--------------------------------------------------------------------------------

EBITDA and adjusted EBITDA reconciliation



The following EBITDA and Adjusted EBITDA presentation (as defined and described
in the section above) for the three months ended December 31, 2020 and 2019
below 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 Industrial Specialties. Adjusted EBITDA results
have been prepared to illustrate the ongoing effects of Ashland's operations,
which exclude certain key items. The key items during the three months ended
December 31, 2020 related to a capital project impairment within Specialty
Additives.



                                     Specialty Additives              Performance Adhesives            Industrial Specialties
                                                                 Three months ended December 31
(In millions)                         2020               2019           2020               2019           2020               2019
Operating income                $        2         $        9     $       

20 $ 10 $ 22 $ 19 Depreciation and amortization

           21                 20              3                  4             24                 24
EBITDA                                  23                 29             23                 14             46                 43
Capital project impairment               9                  -              -                  -              9                  -
Adjusted EBITDA                 $       32         $       29     $       23         $       14     $       55         $       43


Intermediates and Solvents

Intermediates and Solvents 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 2020 quarter compared to December 2019 quarter

Intermediates and Solvents' sales increased $5 million to $33 million in the current quarter primarily due to higher volume.



Operating income/loss increased $14 million to $2 million for the current
quarter. Lower production costs and higher volume increased operating income by
$17 million and $1 million, respectively. This increase was partially offset by
price/mix and foreign currency exchange which decreased operating income by $3
million and $1 million respectively. Current quarter EBITDA increased $14
million to $5 million. EBITDA margin for the current quarter was 15.2%.

EBITDA and Adjusted EBITDA reconciliation



The following EBITDA presentation (as defined and described in the section
above) for the three months ended December 31, 2020 and 2019 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 and Solvents.



                                  Three months ended
                                      December 31
(In millions)                      2020            2019
Operating income                $     2         $   (12 )
Depreciation and amortization         3               3
EBITDA                                5              (9 )




                                       47

--------------------------------------------------------------------------------





Unallocated and other

The following table summarizes the key components of the Unallocated and other
segment's operating income (loss) for the three months ended December 31, 2020
and 2019.



                                                               Three months ended
                                                                   December 31
(In millions)                                                    2020            2019
Restructuring activities                                    $     (12 )     $      (7 )
Environmental expenses                                             (4 )            (3 )
Other expenses (primarily governance and legacy expenses)         (11 )           (13 )
Total expense                                               $     (27 )     $     (23 )

December 2020 quarter compared to December 2019 quarter



Unallocated and other recorded expense of $27 million and $23 million for the
three months ended December 31, 2020 and 2019, respectively. The current and
prior year quarters included charges for restructuring activities of $12 million
and $7 million, respectively, which were comprised of the following:

$12 million and $7 million of severance, lease abandonment and other

restructuring costs related to company-wide cost reduction programs during

the current and prior quarters, respectively.

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







FINANCIAL POSITION

Liquidity

Ashland had $335 million in cash and cash equivalents as of December 31, 2020,
of which $263 million was held by foreign subsidiaries and had no significant
limitations that would prohibit remitting the funds to satisfy corporate
obligations. In certain circumstances, if such amounts were repatriated to the
United States, additional taxes might need to be accrued and paid depending on
the source of the earnings remitted. Ashland currently has no plans to
repatriate any amounts for which additional taxes would need to be accrued.

Ashland has taken actions and may continue to take actions intended to increase
its cash position and preserve financial flexibility in light of current
uncertainty in the global markets. In January 2020, Ashland renewed and extended
its Revolving Credit Agreement through 2025 and issued new 2.00% senior notes in
Europe for €500 million which mature in 2028. During the three months ended
December 31, 2020, Ashland elected not to access funds on its Revolving Credit
Facility. As of December 31, 2020, Ashland has total remaining borrowing
capacity of $694 million, comprised of amounts remaining available under the
Revolving Credit Facility and two accounts receivable securitization facilities.
Ashland has no significant maturities related to our term loans, revolving
credit facilities or bonds until August 2022.

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.

                                       48

--------------------------------------------------------------------------------

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, 2020 and 2019.





                                                              Three months ended
                                                                  December 31
(In millions)                                              2020                2019
Cash provided (used) by:
Operating activities from continuing operations        $         106       $         (34 )
Investing activities from continuing operations                   (4 )               (20 )
Financing activities from continuing operations                 (207 )                (7 )
Discontinued operations                                          (17 )      

(15 ) Effect of currency exchange rate changes on cash and cash equivalents

                                                   3                   1
Net decrease in cash and cash equivalents              $        (119 )     $         (75 )




Operating activities

The following discloses the cash flows associated with Ashland's operating activities for the three months ended December 31, 2020 and 2019.





                                                              Three months ended
                                                                  December 31
(In millions)                                              2020                2019

Cash flows provided (used) by operating activities from continuing operations Net income

                                             $          56       $          32
Loss from discontinued operations (net of income                   5                   2

taxes)


Adjustments to reconcile income from continuing
operations to
cash flows from operating activities:
Depreciation and amortization                                     62        

61


Original issue discount and debt issuance costs                    1                   2

amortization


Deferred income taxes                                             (5 )               (12 )
Gain from sales of property and equipment                         (4 )                 -
Stock based compensation expense                                   4                   4
Income from restricted investments                               (23 )               (13 )
Net income on divestitures                                       (14 )                 -
Impairments                                                        9                   -
Pension contributions                                             (2 )                (1 )
Change in operating assets and liabilities (a)                    17                (109 )
Total cash flows provided (used) by operating
activities from continuing operations                  $         106       

$ (34 )

(a) Excludes changes resulting from operations acquired or sold.






Cash flows provided (used) from operating activities from continuing operations
amounted to inflows of $106 million and outflows of $(34) million in the current
and prior year periods, respectively.

Operating Activities - Operating Assets and Liabilities



The cash results during each period are primarily driven by net income,
excluding discontinued operation results, adjusted for certain non-cash items
including depreciation and amortization (including original issue discount and
debt issuance cost amortization), as well as changes in working capital, which
are fluctuations within accounts receivable, inventory, trade payables and
accrued expenses. Ashland continues to emphasize working capital management as a
high priority and focus.

Changes in operating assets and liabilities accounted for inflows of $17 million
for the current quarter compared to outflows of $109 million for the three
months ended December 31, 2020 and 2019, respectively, and were primarily driven
by the following net working capital accounts:

   •  Accounts receivable - There were cash inflows of $59 million and $40
      million during the current and prior year quarters, respectively.


                                       49

--------------------------------------------------------------------------------

• Inventory - There were cash outflows of $12 million and $38 million during

the current and prior year quarters, respectively.

• Trade and other payables - There were cash outflows of $34 million and $96


      million during the current and prior year quarters, respectively, and
      primarily related to the timing of certain payments and management of
      supplier/vendor payment terms.


The remaining changes to operating assets and liabilities resulted in inflows of
$4 million and outflows of $15 million in the current and prior year quarters,
respectively, and were primarily due to income taxes paid or income tax refunds,
interest paid, and adjustments to certain accruals and other long-term assets
and liabilities.

Operating Activities - Summary



Operating cash flows for the current year quarter included income from
continuing operations of $61 million. Additionally, the current quarter included
non-cash adjustments of $62 million for depreciation and amortization, $4
million for stock-based compensation expense, $23 million income from restricted
investments, $14 million net income on divestitures and $9 million for
impairments.

Operating cash flows for the prior year quarter included income from continuing operations of $34 million. Additionally, the prior year quarter included non-cash adjustments of $61 million for depreciation and amortization, $13 million income from restricted investments and $4 million for stock-based compensation expense.

Investing activities

The following discloses the cash flows associated with Ashland's investing activities for the three months ended December 31, 2020 and 2019.





                                                              Three months ended
                                                                  December 31
(In millions)                                              2020                2019

Cash flows provided (used) by investing activities from continuing operations Additions to property, plant and equipment

             $         (30 )     $         (29 )
Proceeds from disposal of property, plant and
equipment                                                          5                   -
Proceeds from sale or restructuring of operations                 14                   -
Net purchase of funds restricted for specific
transactions                                                      (1 )                (1 )
Reimbursement from restricted investments                          8        

10


Proceeds from sales of securities                                 42                   4
Purchase of securities                                           (42 )                (4 )
Total cash flows used by investing activities from
continuing operations                                  $          (4 )     $         (20 )




Cash used by investing activities was $4 million and $20 million for the current
and prior year quarters, respectively. The significant cash investing activities
for the current quarter primarily related to cash outflows of $30 million for
property additions compared to $29 million in the prior year quarter.
Additionally, there were reimbursements from the restricted renewable annual
asbestos trust of $8 million during the current quarter compared to $10 million
in the prior year quarter, proceeds from disposal of property, plant and
equipment of $5 million in the current quarter and proceeds from sale or
restructuring of operations of $14 million in the current quarter. The current
quarter also included a rebalancing within the asbestos trust, which resulted in
$42 million of proceeds from the sale of securities offset by $42 million of
purchases of securities.

                                       50

--------------------------------------------------------------------------------

Financing activities

The following discloses the cash flows associated with Ashland's financing activities for the three months ended December 31, 2020 and 2019.





                                                              Three months ended
                                                                  December 31
(In millions)                                              2020                2019

Cash flows provided (used) by financing activities from continuing operations Proceeds from (repayment of) short-term debt

$        (187 )     $          14
Cash dividends paid                                              (17 )      

(16 ) Stock based compensation employee withholding taxes paid in cash

                                                      (3 )                (5 )
Total cash flows used by financing activities from     $        (207 )     $          (7 )
continuing operations




Cash flows used by financing activities resulted in an outflow of $207 million
for the current quarter compared to an outflow of $7 million for the prior year
quarter.

Significant cash financing activities for the current quarter included
short-term debt repayments of $187 million, primarily related to the 2020
Revolving Credit Facility and accounts receivable securitization facilities. The
current quarter included cash dividends paid of $0.275 per share, for a total of
$17 million.

Significant cash financing activities for the prior year quarter included
short-term cash inflows of $14 million, primarily related to draws on the 2017
Revolving Credit Facility. The prior year quarter included cash dividends paid
of $0.275 per share, for a total of $16 million.

The following discloses the cash flows associated with Ashland's discontinued operations for the three months ended December 31, 2020 and 2019.





                                                           Three months ended
                                                               December 31
(In millions)                                             2020            2019
Cash provided (used) by discontinued operations
Operating cash flows                                    $     (14 )     $     (17 )
Investing cash flows                                           (3 )         

2

Total cash provided (used) by discontinued operations $ (17 ) $


  (15 )



Cash flows for discontinued operations in the current quarter primarily related to previously divested businesses, including net payments of asbestos, environmental liabilities and tax payments during the period.

Cash flows for discontinued operations in the prior year quarter related to previously divested businesses, including net payments of asbestos and environmental liabilities.

Free cash flow and other liquidity resources

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





                                                           Three months ended
                                                               December 31
(In millions)                                                2020                    2019
Total cash flows provided (used) by operating   $             106       $             (34 )
activities from continuing operations
Adjustments:
Additions to property, plant and equipment                    (30 )                   (29 )
Free cash flows (a)                             $              76       $             (63 )


(a) Includes $14 million and $6 million of restructuring payments for the

three months ended December 31, 2020 and 2019, respectively.

Working capital (current assets minus current liabilities, excluding long-term debt due within one year) amounted to $802 million and $734 million as of December 31, 2020 and September 30, 2020, respectively. Liquid assets


                                       51

--------------------------------------------------------------------------------


(cash, cash equivalents and accounts receivable) amounted to 127% and 114% of
current liabilities (excluding current liabilities held for sale) as of December
31, 2020 and September 30, 2020, respectively.

The following summary reflects Ashland's cash and unused borrowing capacity as of December 31, 2020 and September 30, 2020.





                                       December 31      September 30
(In millions)                             2020              2020
Cash and investment securities
Cash and cash equivalents             $         335     $         454

Unused borrowing capacity
Revolving credit facility             $         580     $         500
Accounts receivable securitizations             114                 -




The borrowing capacity remaining under the $600 million revolving credit
facility was $580 million due to a reduction of $20 million for letters of
credit outstanding at December 31, 2020. In total, Ashland's available liquidity
position, which includes cash, the revolving credit facility and the accounts
receivable securitization facilities, was $1,029 million at December 31, 2020,
compared to $954 million at September 30, 2020.



Capital resources

Debt

The following summary reflects Ashland's debt as of December 31, 2020 and
September 30, 2020.



                                                   December 31          September 30
(In millions)                                         2020                  2020
Short-term debt (includes current portion of
long-term debt)                                 $              93     $     

280


Long-term debt (less current portion and debt
issuance cost discounts) (a)                                1,601                 1,573
Total debt                                      $           1,694     $           1,853


(a) Includes $15 million of debt issuance cost discounts as of both December


       31, 2020 and September 30, 2020.




Debt as a percent of capital employed was 35% and 38% at December 31, 2020 and
at September 30, 2020, respectively. At December 31, 2020, Ashland's total debt
had an outstanding principal balance of $1,751 million, discounts of $42
million, and debt issuance costs of $15 million. The scheduled aggregate
maturities of long-term debt by year (including the current portion and
excluding debt issuance costs) are as follows: zero remaining in 2021, $421
million in 2022, $22 million in 2023, $44 million in 2024 and $175 million in
2025.

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, 2020, Moody's
Investor Services outlook remained at stable, while Standard & Poor's outlook
remained at negative. 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 most recent 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, 2020, Ashland is in
compliance with all debt agreement covenant restrictions under the 2020 Credit
Agreement.

                                       52

--------------------------------------------------------------------------------


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, 2020,
Ashland's calculation of the consolidated net leverage ratio was 2.6.

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, 2020, Ashland's calculation
of the consolidated interest coverage ratio was 7.8.

Any change in Covenant Adjusted EBITDA of $100 million would have an approximate
0.4x effect on the consolidated net leverage ratio and a 1.5x 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

Cash projection



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 the Company's foreseeable working capital needs, capital expenditures
at existing facilities, pending acquisitions, dividend payments and debt service
obligations. The Company'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.

Total equity



Total equity increased $86 million since September 30, 2020 to $3,122 million at
December 31, 2020. The increase of $86 million was due to net income of $56
million, deferred translation gain of $48 million and $1 million of common
shares issued under stock incentive plans, offset by $17 million of dividends
and $2 million related to the adoption of new accounting guidance around the
measurement of credit losses.

Stockholder dividends

In May 2019, the Board of Directors of Ashland announced a quarterly cash dividend of 27.5 cents per share to eligible stockholders at record. This dividend was paid in the first quarter of fiscal 2021, each quarter of fiscal 2020 and the third and fourth quarters of fiscal 2019.

Capital expenditures

Capital expenditures were $30 million for the three months ended December 31, 2020 compared to $29 million for the three months ended December 31, 2019.

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,
2020. 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

                                       53

--------------------------------------------------------------------------------

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, 2020.


                                       54

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses