Introduction


Management's discussion and analysis of Ingevity's financial condition and
results of operations ("MD&A") is provided as a supplement to the condensed
consolidated financial statements and related notes included elsewhere herein to
help provide an understanding of our financial condition, changes in financial
condition and results of our operations. The following discussion should be read
in conjunction with Ingevity's consolidated financial statements as of and for
the year ended December 31, 2020 filed on February 19, 2021 with the Securities
and Exchange Commission ("SEC") as part of the Company's Annual Reporting on
Form 10-K ("2020 Annual Report") and the unaudited interim condensed
consolidated financial statements and notes to the unaudited interim condensed
consolidated financial statements, which are prepared in accordance with
accounting principles generally accepted in the United States of America
("GAAP").
Investors are cautioned that the forward-looking statements contained in this
section and other parts of this Quarterly Report involve both risk and
uncertainty. Several important factors could cause actual results to differ
materially from those anticipated by these statements. Many of these statements
are macroeconomic in nature and are, therefore, beyond the control of
management. See "Cautionary Statements About Forward-Looking Statements" below
and at the beginning of our 2020 Annual Report.
Cautionary Statements About Forward-Looking Statements
This section and other parts of this Quarterly Report on Form 10-Q contain
forward-looking statements, within the meaning of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the Private Securities Litigation
Reform Act of 1995 that reflect our current expectations, beliefs, plans or
forecasts with respect to, among other things, future events and financial
performance. Forward-looking statements are often characterized by words or
phrases such as "may," "will," "could," "should," "would," "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe," "target,"
"prospects," "potential" and "forecast," and other words, terms and phrases of
similar meaning. Forward-looking statements involve estimates, expectations,
projections, goals, forecasts, assumptions, risks and uncertainties. We caution
readers that a forward-looking statement is not a guarantee of future
performance and that actual results could differ materially from those contained
in the forward-looking statement. Such risks and uncertainties include, among
others, those discussed in Part I, Item 1A of our 2020 Annual Report and Part
II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31,
2021, as well as in our unaudited condensed consolidated financial statements,
related notes, and the other information appearing elsewhere in this report and
our other filings with the SEC. We do not intend, and undertake no obligation,
to update any of our forward-looking statements after the date of this report to
reflect actual results or future events or circumstances. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. In addition to any such risks, uncertainties and
other factors discussed elsewhere herein, risks, uncertainties and other factors
that could cause or contribute to actual results differing materially from those
expressed or implied by the forward-looking statements include, but are not
limited to the following:
•adverse effects from the novel coronavirus ("COVID-19") pandemic;
•we may be adversely affected by general economic and financial conditions
beyond our control;
•we are exposed to risks related to our international sales and operations;
•our reported results could be adversely affected by currency exchange rates and
currency devaluation could impair our competitiveness;
•our operations require us to comply with a number of U.S. and foreign
regulations, violations of which could have a material adverse effect on our
financial condition and results of operations;
•we may be adversely affected by changes in trade policy, including the
imposition of tariffs and the resulting consequences;
•adverse conditions in the global automotive market or adoption of alternative
and new technologies may adversely affect demand for our automotive carbon
products;
•we face competition from producers of alternative products and new
technologies, and new or emerging competitors;
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•we face competition from infringing intellectual property activity;
•if increasingly more stringent air quality standards worldwide are not adopted,
our growth could be impacted;
•we may be adversely affected by a decrease in government infrastructure
spending;
•adverse conditions in cyclical end markets may adversely affect demand for our
engineered polymers products;
•our printing inks business serves customers in a market that is facing
declining volumes and downward pricing;
•our Performance Chemicals segment is highly dependent on crude tall oil ("CTO")
which is limited in supply;
•a prolonged period of low energy prices may materially impact our results of
operations;
•our engineered polymers product line may be adversely affected by the United
Kingdom's ("UK") withdrawal from the European Union;
•the acquisition (the "Caprolactone Acquisition") of Perstorp Holding AB's
caprolactone division (the "Caprolactone Business") may expose us to unknown or
understated liabilities;
•we are dependent upon third parties for the provision of certain critical
operating services at several of our facilities;
•we may be adversely affected by disruptions in our supply chain;
•the occurrence of natural disasters, such as hurricanes, winter or tropical
storms, earthquakes, tornadoes, floods, fires or other unanticipated problem
such as labor difficulties (including work stoppages), equipment failure or
unscheduled maintenance and repair, which could result in operational
disruptions of varied duration;
•we are dependent upon attracting and retaining key personnel;
•from time to time, we are called upon to protect our intellectual property
rights and proprietary information through litigation and other means;
•if we are unable to protect our intellectual property and other proprietary
information, we may lose significant competitive advantage;
•information technology security breaches and other disruptions;
•complications with the design or implementation of our new enterprise resource
planning system;
•changes in government policies and regulations, including, but not limited to,
those affecting the environment, climate change, tax policies, tariffs and the
chemicals industry; and
•losses due to lawsuits arising out of environmental damage or personal injuries
associated with chemical or other manufacturing processes.
Overview
Ingevity Corporation ("Ingevity," "the company", "we," "us" or "our") is a
leading global manufacturer of specialty chemicals and high performance
activated carbon materials. We provide innovative solutions to meet our
customers' unique and demanding requirements through proprietary formulated
products. We report in two business segments, Performance Materials and
Performance Chemicals.






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Recent Developments
Strategic Investment
During the three months ended June 30, 2021, our Performance Materials segment
acquired a strategic equity investment in a privately-held company for
$16.5 million. Our strategic equity investment is accounted for under the equity
method of accounting, which requires us to record our initial investment at
cost. Subsequently, we will recognize, through the condensed consolidated
statements of operations (Other (income) expense, net) and as an adjustment to
the investment balance (Other assets), our proportionate share of undistributed
earnings or loss and the amortization of basis differences. At each reporting
period, we will evaluate our investment to determine whether events or changes
in business circumstances indicate that the carrying value of the investment may
not be fully recoverable. The carrying value of our strategic equity investment
was $16.5 million at June 30, 2021 and zero at December 31, 2020. There were no
adjustments to the carrying value of our strategic equity investment for
impairment or observable price changes during the three months ended June 30,
2021.

Results of Operations
                                                     Three Months Ended June 30,               Six Months Ended June 30,
In millions                                            2021                 2020                 2021                2020
Net sales                                        $        358.4          $  270.6          $       678.7          $  558.8
Cost of sales                                             218.6             186.7                  412.7             360.3
Gross profit                                              139.8              83.9                  266.0             198.5

Selling, general, and administrative expenses              47.5              34.5                   87.5              73.0
Research and technical expenses                             5.9               5.4                   12.5              11.6

Restructuring and other (income) charges, net               4.3               7.3                    8.2               7.8
Acquisition-related costs                                   0.4               0.4                    0.7               1.7
Other (income) expense, net                                (4.2)              0.9                   (3.0)              2.9
Interest expense, net                                      12.2              10.0                   24.6              20.9
Income (loss) before income taxes                          73.7              25.4                  135.5              80.6
Provision (benefit) for income taxes                       29.4               5.2                   42.5              15.1
Net income (loss)                                $         44.3          $   20.2          $        93.0          $   65.5



Net sales and Gross profit
The table below shows the 2021 Net sales and percentage variances from 2020:
                                                                                          Percentage change vs. prior year
                                                                                             Currency
In millions, except percentages                 Net sales          Total change               effect                Price/Mix            Volume
Three months ended June 30, 2021              $    358.4                32%                     1%                     4%                  27%
Six months ended June 30, 2021                $    678.7                21%                     1%                     3%                  17%


Three Months Ended June 30, 2021 vs. 2020
Net sales increase of $87.8 million in 2021 was primarily driven by favorable
volume growth in both of our segments for a combined impact of $73.1 million and
favorable pricing and product mix of $12.0 million. Additionally, favorable
foreign currency exchange impacted Net sales by $2.7 million, primarily related
to euro and Chinese renminbi denominated sales.
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Gross profit increase of $55.9 million was driven by favorable sales volume of
$38.9 million and favorable pricing and product mix of $10.1 million. Also
contributing to the increase was lower manufacturing costs of $6.0 million,
driven by higher plant throughput, offset slightly by increased freight and
warehousing costs, as a result of increased volume demand, and favorable foreign
currency exchange of $0.9 million. Refer to the Segment Operating Results
section included within this MD&A for more information on the drivers to the
changes in gross profit period over period for both segments.
Six Months Ended June 30, 2021 vs. 2020
Net sales increase of $119.9 million in 2021 was primarily driven by favorable
volume growth in both of our segments for a combined impact of $98.7 million and
favorable pricing and product mix of $15.3 million. Additionally, favorable
foreign currency exchange impacted Net sales by $5.9 million, primarily related
to euro and Chinese renminbi denominated sales.
Gross profit increase of $67.5 million was driven by favorable sales volume of
$52.4 million, favorable pricing and product mix of $14.9 million, and favorable
foreign currency exchange of $1.7 million. These positive impacts were slightly
offset by higher net manufacturing costs of $1.5 million driven by freight, raw
material price inflation, energy costs, and depreciation expenses, partially
offset by higher plant throughput as a result of increased volume demand. Refer
to the Segment Operating Results section included within this MD&A for more
information on the drivers to the changes in gross profit period over period for
both segments.
Selling, general and administrative expenses
Three Months Ended June 30, 2021 vs. 2020
Selling, general and administrative expenses ("SG&A") increased $13.0 million in
2021 compared to the significantly COVID-19 impacted prior year. The change in
SG&A was driven by higher employee-related costs of $10.5 million, increased
amortization expense of $1.3 million, and higher travel and other miscellaneous
expense of $1.2 million. SG&A expenses as a percentage of Net sales increased
slightly to 13.3 percent for the three months ended June 30, 2021 from 12.7
percent in 2020, driven by lower employee-related and travel costs in 2020 due
to the impact of COVID-19.
Six Months Ended June 30, 2021 vs. 2020
SG&A increased $14.5 million in 2021 compared to 2020. The change in SG&A was
driven by higher employee-related costs of $16.1 million, of which $4.2 million
related to a one-time benefit recorded in 2020, and increased amortization
expense of $1.6 million. The higher employee-related costs and amortization
expense were partially offset by reduced legal, travel and other miscellaneous
costs of $3.2 million. SG&A expenses as a percentage of Net sales decreased
slightly to 12.9 percent for the six months ended June 30, 2021 from 13.1
percent in 2020, driven by the lower spending in 2020 due to COVID-19 and higher
sales in 2021.
Research and technical expenses
Three Months Ended June 30, 2021 vs. 2020
Research and technical expenses as a percentage of Net sales remained relatively
consistent period over period, decreasing to 1.6 percent from 2.0 percent for
the three months ended June 30, 2021 and 2020, respectively.
Six Months Ended June 30, 2021 vs. 2020
Research and technical expenses as a percentage of Net sales remained relatively
consistent period over period, decreasing to 1.8 percent from 2.1 percent for
the six months ended June 30, 2021 and 2020, respectively.
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Restructuring and other (income) charges, net
Three and Six Months Ended June 30, 2021 vs. 2020
Restructuring and other (income) charges, net were $4.3 million and $8.2 million
for the three and six months ended June 30, 2021, respectively, and $7.3 million
and $7.8 million for the three and six months ended June 30, 2020, respectively.
See Note 12 within the condensed consolidated financial statements for more
information.
Acquisition-related costs
Three and Six Months Ended June 30, 2021 vs. 2020
Acquisition-related costs were $0.4 million and $0.7 million for the three and
six months ended June 30, 2021, respectively, and $0.4 million and $1.7 million
for the three and six months ended June 30, 2020, respectively. For the three
and six months ended June 30, 2021, charges of $0.2 million and $0.2 million
relate to the acquisition of a strategic investment in the Performance Materials
segment, respectively, and charges of $0.2 million and $0.5 million relate to
the integration of the Perstorp Capa business into our Performance Chemicals
segment, respectively. For the three and six months ended June 30, 2020, all
charges relate to the integration of the Perstorp Capa business into our
Performance Chemicals segment.
Other (income) expense, net
Three and Six Months Ended June 30, 2021 vs. 2020
                                                Three Months Ended June 30,                 Six Months Ended June 30,
In millions                                        2021                 2020                  2021                 2020
Foreign currency exchange (income) loss     $           0.2          $   (0.1)         $           1.9          $    0.6

Impairment of equity investment (1)                       -               0.1                        -               1.4
Other (income) expense, net                            (4.4)              0.9                     (4.9)              0.9
          Total Other (income) expense, net $          (4.2)         $    0.9          $          (3.0)         $    2.9

_______________

(1) Represents an impairment charge recorded during the three months ended March 31, 2020 related to an equity investment within our Performance Materials segment.












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Interest expense, net
Three and Six Months Ended June 30, 2021 vs. 2020
                                                  Three Months Ended June 30,                 Six Months Ended June 30,
In millions                                          2021                 2020                 2021                 2020

Interest expense on finance lease obligations $           1.9          $    1.6                     3.7               3.1
Interest expense on revolving credit and term
loan facilities(1)                                        2.0               6.3                     4.2              14.0
Interest expense on senior notes(1)                       9.2               3.4                    18.4               6.9
Interest income associated with our
Restricted investment                                    (0.5)             (0.5)                   (1.0)             (1.0)
Capitalized interest                                        -              (0.1)                   (0.2)             (0.4)
Fixed-to-fixed cross-currency interest rate
swap(2)                                                  (0.1)             (0.5)                   (0.2)             (1.3)
Other interest (income) expense, net                     (0.3)             (0.2)                   (0.3)             (0.4)
                  Total Interest expense, net $          12.2          $   10.0          $         24.6          $   20.9


_______________
(1)  See Note 9 within the condensed consolidated financial statements for more
information.
(2)  See Note 8 within the condensed consolidated financial statements for more
information.

Provision (benefit) for income taxes
Three and Six Months Ended June 30, 2021 vs. 2020
For the three months ended June 30, 2021 and 2020, our effective tax rate was
39.9 percent and 20.5 percent, respectively. Excluding discrete items, the
effective rate was 20.1 percent compared to 20.8 percent in the three months
ended June 30, 2021 and 2020, respectively. For the six months ended June 30,
2021 and 2020, our effective tax rate was 31.4 percent and 18.7 percent,
respectively. Excluding discrete items, the effective rate was 20.6 percent
compared to 20.5 percent in the six months ended June 30, 2021 and 2020,
respectively. An explanation of the change in the effective tax rate is
presented in Note 13 to the condensed consolidated financial statements.

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Segment Operating Results
In addition to the information discussed above, the following sections discuss
the results of operations for both of Ingevity's segments. Our segments are
(i) Performance Materials and (ii) Performance Chemicals. Segment Earnings
before Interest, Taxes, Depreciation and Amortization ("EBITDA") is the primary
measure used by the Company's chief operating decision maker to evaluate the
performance of and allocate resources among our operating segments. Segment
EBITDA is defined as segment revenue less segment operating expenses (segment
operating expenses consist of costs of sales, selling, general and
administrative expenses, other (income) expense, net, excluding depreciation and
amortization). We have excluded the following items from segment EBITDA:
interest expense, net associated with corporate debt facilities, income taxes,
depreciation, amortization, restructuring and other (income) charges, net,
acquisition and other-related costs, pension and postretirement settlement and
curtailment (income) charges.
In general, the accounting policies of the segments are the same as those
described in the Summary of Significant Accounting Policies in the Annual
Consolidated Financial Statements included in our 2020 Annual Report.
Performance Materials
                                              Three Months Ended June 30,             Six Months Ended June 30,
In millions                                     2021               2020                 2021                2020

Total Performance Materials - Net sales(1) $ 126.0 $ 84.4

      $       266.7          $  205.5
Segment EBITDA                              $     61.3          $   23.3          $       135.0          $   84.5


______________

(1) Beginning in Q1 2021, we updated disaggregated revenue disclosures, combining certain product groups to reflect categories that depict how the nature, amount, and uncertainty of revenue and cash flows are affected by economic factors. As a result, Automotive Technologies and Process Purification product lines have been combined within the Performance Materials segment.

The table below shows the 2021 Net sales and percentage variances from 2020:


                                                                               Percentage change vs. prior year
Performance Materials (In millions, except                                               Currency
percentages)                                   Net sales          Total change            effect               Price/Mix              Volume
Three months ended June 30, 2021              $   126.0                   49  %                  3  %                   3  %               43  %
Six months ended June 30, 2021                $   266.7                   30  %                  2  %                   3  %               25  %


Three Months Ended June 30, 2021 vs. 2020
Segment net sales increase of $41.6 million in 2021 was driven by $36.4 million
in volume growth, primarily in automotive products, favorable pricing and
product mix of $2.4 million, and favorable foreign currency exchange of $2.8
million.
Segment EBITDA increased $38.0 million primarily due to favorable volume of
$23.8 million, favorable pricing and product mix of $2.4 million, and lower
manufacturing costs of $12.4 million due to increased plant throughput. These
increases were partially offset by increased SG&A and research and technical
expenses of $5.5 million. Favorable foreign currency exchange and increased
other miscellaneous income positively impacted Segment EBITDA by $4.9 million.
Six Months Ended June 30, 2021 vs. 2020
Segment net sales increase of $61.2 million in 2021 was driven by $50.9 million
in volume growth, primarily in automotive products, favorable pricing and
product mix of $5.3 million, and favorable foreign currency exchange of $5.0
million.
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Segment EBITDA increased $50.5 million primarily due to favorable volume of
$35.2 million, favorable pricing and product mix of $5.8 million, and lower
manufacturing costs of $8.2 million due to increased plant throughput. These
increases were partially offset by increased SG&A and research and technical
expenses of $6.0 million. Favorable foreign currency exchange and increased
other miscellaneous income positively impacted Segment EBITDA by $7.3 million.
Performance Chemicals
                                                 Three Months Ended June 30,               Six Months Ended June 30,
In millions                                        2021                 2020                 2021                2020

Net Sales
Pavement Technologies product line                     67.7              63.9                   89.1              84.6
Industrial Specialties product line(1)                120.1              90.7                  232.2             200.8
Engineered Polymers product line                       44.6              31.6                   90.7              67.9
Total Performance Chemicals - Net sales      $        232.4          $  186.2          $       412.0          $  353.3
Segment EBITDA                               $         56.4          $   43.9          $        88.1          $   74.9


______________

(1) Beginning in Q1 2021, we updated disaggregated revenue disclosures, combining certain product groups to reflect categories that depict how the nature, amount, and uncertainty of revenue and cash flows are affected by economic factors. As a result, Oilfield Technologies product line has been combined with the Industrial Specialties product line within the Performance Chemicals segment.

The table below shows the 2021 Net sales and percentage variances from 2020:


                                                                             Percentage change vs. prior year
Performance Chemicals (In millions, except                                              Currency
percentages)                                   Net sales         Total change            effect              Price/Mix             Volume
Three months ended June 30, 2021              $   232.4                  25  %                 -  %                  5  %              20  %
Six months ended June 30, 2021                $   412.0                  17  %                 -  %                  3  %              14  %


Three Months Ended June 30, 2021 vs. 2020
Segment net sales increase of $46.2 million was driven mainly by favorable
volume of $36.7 million, consisting of volume increases in industrial
specialties products ($25.2 million), engineered polymers products ($10.2
million), and pavement technologies products ($1.3 million). Segment net sales
were also impacted by favorable pricing implemented during the quarter in
response to raw material inflation as well as product sales mix for a net impact
of $9.6 million. The net price/mix impact was driven by increases in engineered
polymers ($4.4 million), industrial specialties ($3.3 million), and pavement
technologies ($1.9 million). Additionally, unfavorable foreign currency exchange
impacted Net sales by $0.1 million.
Segment EBITDA increased by $12.5 million primarily due to an increase in volume
of $15.1 million, favorable pricing and product mix of $7.7 million, and
increased other miscellaneous income of $1.8 million. These favorable operating
results were offset slightly by higher manufacturing costs of $4.4 million due
to higher energy and freight costs, higher SG&A expenses of $6.4 million, and
unfavorable foreign currency exchange of $1.3 million.
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Six Months Ended June 30, 2021 vs. 2020
Segment net sales increase of $58.7 million was driven mainly by favorable
volume of $47.8 million, consisting of volume increases in industrial
specialties products ($28.5 million), engineered polymers products ($18.6
million), and pavement technologies products ($0.7 million). Segment net sales
were also impacted by favorable pricing implemented during the first half of
2021 in response to raw material inflation as well as product sales mix for a
net impact of $10.0 million. The net price/mix impact was driven by increases in
engineered polymers ($5.6 million), pavement technologies ($3.1 million), and
industrial specialties ($1.3 million). Additionally, favorable foreign currency
exchange impacted Net sales by $0.9 million.
Segment EBITDA increased by $13.2 million primarily due to an increase in volume
of $17.2 million and favorable pricing and product mix of $9.1 million. These
favorable operating results were offset slightly by higher manufacturing costs
of $5.7 million due to higher energy and freight costs, higher SG&A expenses of
$6.7 million, and unfavorable foreign currency exchange of $0.7 million.
Use of Non-GAAP Financial Measure - Adjusted EBITDA
Ingevity has presented the financial measure, Adjusted EBITDA, defined below,
which has not been prepared in accordance with GAAP, and has provided a
reconciliation to net income (loss), the most directly comparable financial
measure calculated in accordance with GAAP. Adjusted EBITDA is not meant to be
considered in isolation or as a substitute for Net income (loss), the most
directly comparable financial measure calculated in accordance with GAAP.
Adjusted EBITDA is utilized by management as a measure of profitability.
We believe this non-GAAP financial measure provides management as well as
investors, potential investors, securities analysts and others with useful
information to evaluate the performance of the business, because such measure,
when viewed together with our financial results computed in accordance with
GAAP, provides a more complete understanding of the factors and trends affecting
our historical financial performance and projected future results. We believe
Adjusted EBITDA is a useful measure because it excludes the effects of
investment activities as well as non-operating activities.
Adjusted EBITDA is defined as net income (loss) plus interest expense, net,
provision (benefit) for income taxes, depreciation, amortization, restructuring
and other (income) charges, net, acquisition and other-related costs, and
pension and postretirement settlement and curtailment (income) charges, net.
This non-GAAP measure is not intended to replace the presentation of financial
results in accordance with GAAP and investors should consider the limitations
associated with these non-GAAP measures, including the potential lack of
comparability of these measures from one company to another. A reconciliation of
Adjusted EBITDA to net income is set forth below.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
                                                Three Months Ended June 30,             Six Months Ended June 30,
In millions                                       2021               2020                 2021                2020
Net income (loss) (GAAP)                      $     44.3          $   20.2          $        93.0          $   65.5
Interest expense, net                               12.2              10.0                   24.6              20.9
Provision (benefit) for income taxes                29.4               5.2                   42.5              15.1
Depreciation and amortization - Performance
Materials                                            8.8               7.3                   17.9              14.5
Depreciation and amortization - Performance
Chemicals                                           18.3              16.8                   36.2              33.9

Restructuring and other (income) charges, net        4.3               7.3                    8.2               7.8
Acquisition and other-related costs                  0.4               0.4                    0.7               1.7
Adjusted EBITDA (Non-GAAP)                    $    117.7          $   67.2          $       223.1          $  159.4


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Adjusted EBITDA
Three and Six Months Ended June 30, 2021 vs. 2020
The factors that impacted adjusted EBITDA period to period are the same factors
that affected earnings discussed in the Results of Operations and Segment
Operating Results sections included within this MD&A.

Current Company Outlook
         In millions                                   2021 Guidance
         Net sales                                    $1,320 - $1,360
         Adjusted EBITDA                                $425 - $440
         Operating Cash Flow                            $300 - $320
         Capital Expenditures                           $100 - 120
         Free Cash Flow*                                   ~$200
         *Calculated as Operating Cash Flow less Capital Expenditures


Based on our solid performance in the second quarter and first half of the year
and the continued robust demand for our products, we are increasing our fiscal
year 2021 guidance for sales to be between $1.32 and $1.36 billion and adjusted
EBITDA to between $425 and $440 million. We expect issues related to the
availability and rising costs of logistics, raw materials inflation and
automotive sector input disruptions to be ongoing headwinds throughout the rest
of the year. We are paying close attention to supply and demand in the market
and will pass through costs to ensure we extract the optimal value for our
products. Despite these macro headwinds, we see reason for optimism. We believe
Performance Materials will benefit in 2022 and beyond from the expected rebound
in automotive production as a result of pent-up vehicle demand. We also expect
continued robust demand for our Performance Chemicals products and will pursue
further improved pricing to offset higher raw materials costs.
A reconciliation of net income to adjusted EBITDA as projected for 2021 is not
provided. Ingevity does not forecast net income as it cannot, without
unreasonable effort, estimate or predict with certainty various components of
net income. These components, net of tax, include further restructuring and
other income (charges), net; additional acquisition and other-related costs;
additional pension and postretirement settlement and curtailment (income)
charges; and revisions due to legislative tax rate changes. Additionally,
discrete tax items could drive variability in our projected effective tax rate.
All of these components could significantly impact such financial measures.
Further, in the future, other items with similar characteristics to those
currently included in adjusted EBITDA, that have a similar impact on
comparability of periods, and which are not known at this time, may exist and
impact adjusted EBITDA.


Liquidity and Capital Resources
The primary source of liquidity for our business is the cash flow provided by
operating activities. We expect our cash flow provided by operations combined
with cash on hand and available capacity under our revolving credit facility to
be sufficient to to fund our planned operations and meet our interest and other
contractual obligations for at least the next twelve months. As of June 30,
2021, our undrawn capacity under our revolving credit facility was $497.3
million. Over the next twelve months, we expect to make interest payments,
capital expenditures, expenditures related to our business transformation
initiative, principal repayments, purchases pursuant to our stock repurchase
program, income tax payments, and to incur additional spending associated with
our Performance Materials' intellectual property litigation. In addition, we may
also evaluate and consider strategic acquisitions, joint ventures, or other
transactions to create stockholder value and enhance financial performance. In
connection with such transactions, or to fund other anticipated uses of cash, we
may modify our
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existing revolving credit and term loan facilities, seek additional debt
financing, issue equity securities, or some combination thereof.
Cash and cash equivalents totaled $233.3 million at June 30, 2021. We
continuously monitor deposit concentrations and the credit quality of the
financial institutions that hold our cash and cash equivalents, as well as the
credit quality of our insurance providers, customers, and key suppliers.
Due to the global nature of our operations, a portion of our cash is held
outside the U.S. The cash and cash equivalents balance at June 30, 2021 included
$86.0 million held by our foreign subsidiaries. Cash and earnings of our foreign
subsidiaries are generally used to finance our foreign operations and capital
expenditures. We believe that our foreign holdings of cash will not have a
material adverse impact on our U.S. liquidity. If these earnings were
distributed, such amounts would be subject to U.S. federal income tax at the
statutory rate less the available foreign tax credits, if any, and potentially
subject to withholding taxes in the various jurisdictions. The potential tax
implications of the repatriation of unremitted earnings are driven by facts at
the time of distribution, therefore, it is not practicable to estimate the
income tax liabilities that might be incurred if such cash and earnings were
repatriated to the U.S. Management does not currently expect to repatriate cash
earnings from our foreign operations in order to fund U.S. operations.

Other Potential Liquidity Needs
Share Repurchases
On February 28, 2020, our Board of Directors authorized the repurchase of up
to $500.0 million of our common stock and rescinded the prior two outstanding
authorizations. Our repurchase program does not include a specific timetable or
price targets and may be suspended or terminated at any time. Shares may be
purchased through open market or privately negotiated transactions at the
discretion of management based on its evaluation of market prevailing conditions
and other factors. During the three and six months ended June 30, 2021, we
repurchased $28.7 million and $68.1 million in common stock, representing
356,116 and 883,666 shares of our common stock at a weighted average cost per
share of $80.50 and $77.00, respectively. At June 30, 2021, $344.0 million
remained unused under our Board-authorized repurchase program.
Capital Expenditures
Projected 2021 capital expenditures are $100 - $120 million. We have no material
commitments associated with these projected capital expenditures as of June 30,
2021.
Cash flow comparison of Six Months Ended June 30, 2021 and 2020
                                                                    Six Months Ended June 30,
In millions                                                         2021                  2020
Net cash provided by (used in) operating activities           $       116.9          $     109.1
Net cash provided by (used in) investing activities                   (57.2)               (37.4)
Net cash provided by (used in) financing activities                   (83.6)                45.9


Cash flows provided by (used in) operating activities
During the first six months of 2021, cash flow provided by operations increased
primarily due to higher earnings driven by the increase in net sales. The
increase in net sales also drove higher accounts receivable and corresponding
plant production that resulted in higher inventory levels, which negatively
impacted the cash flow provided by operations compared to 2020. Below provides a
description of the changes to working capital during the first six months of
2021 (i.e. current assets and current liabilities).
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Current Assets and Liabilities
In millions                          June 30, 2021       December 31, 2020
Cash and cash equivalents           $        233.3      $            257.7
Accounts receivable, net                     177.3                   148.0
Inventories, net                             214.5                   189.0
Prepaid and other current assets              44.5                    34.0
Total current assets                $        669.6      $            628.7


Current assets as of June 30, 2021 increased $40.9 million compared to
December 31, 2020, primarily due to increases in Accounts receivable, net and
Inventories, net. Accounts receivable, net as of June 30, 2021, increased $29.3
million due to increased sales during the quarter ended June 30, 2021 compared
to the quarter ended December 31, 2020. Inventories increased by $25.5 million
mainly due to the build of inventory to support forecasted sales. These
increases were offset by a decrease in Cash and cash equivalents of $24.4
million compared to the balance at December 31, 2020. Additionally, Prepaid and
other current assets increased by $10.5 million, primarily related to prepaid
insurance and services.
In millions                                                     June 30, 2021           December 31, 2020
Accounts payable                                              $        115.6          $            104.2
Accrued expenses                                                        44.0                        46.6
Accrued payroll and employee benefits                                   29.2                        25.1
Current operating lease liabilities                                     15.7                        16.2
Notes payable and current maturities of long-term debt                  19.5                        26.0
Income taxes payable                                                     8.8                         5.3
Total current liabilities                                     $        232.8          $            223.4


Current liabilities as of June 30, 2021, increased by $9.4 million compared to
December 31, 2020, primarily driven by an increase in Accounts payable and
Accrued payroll and employee benefits. This increase was offset partially by
decreases in Current operating lease liabilities, Notes payable and current
maturities of long-term debt, and Accrued expenses.
Cash flows provided by (used in) investing activities
Cash used by investing activities in the six months ended June 30, 2021 was
$57.2 million and was primarily driven by capital expenditures. In the six
months ended June 30, 2021 and 2020, capital spending included the base
maintenance capital supporting ongoing operations and growth and cost
improvement spending primarily related to our business transformation initiative
(see Note 12 within the condensed consolidated financial statements for more
information). Also, during six months ended June 30, 2021, we acquired a
strategic equity investment in a privately-held company for $16.5 million.
Capital expenditure categories           Six Months Ended June 30,
In millions                                  2021                   2020
Maintenance                      $         17.6                   $ 22.2
Safety, health and environment              5.4                      6.1
Growth and cost improvement                17.9                      6.2
Total capital expenditures       $         40.9                   $ 34.5


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Cash flows provided by (used in) financing activities
Cash used in financing activities in the six months ended June 30, 2021 was
$83.6 million and was driven by the repurchase of common stock of $68.1 million,
payments on long-term borrowings of $14.1 million, and tax payments related to
withholdings on restricted stock unit vestings of $2.3 million. Cash provided by
financing activities in the six months ended June 30, 2020 was $45.9 million and
was primarily driven by net borrowings of $88.8 million from our revolving
credit facility, offset by payments on long-term borrowings of $9.4 million, tax
payments related to withholdings on restricted stock unit vestings of $3.0
million, and the repurchase of common stock of $32.4 million.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements that have, or are
reasonably likely to have, a current or future material effect on our financial
condition, results of operations or cash flows.
Contractual Obligations
Information related to our contractual commitments at December 31, 2020 can be
found in a table included within Part II, Item 7 of our 2020 Annual Report.
Except as described above, there have been no material changes to our
contractual commitments during the six months ended June 30, 2021.
New Accounting Guidance
Refer to the Note 2 to the condensed consolidated financial statements for a
full description of recent accounting pronouncements including the respective
expected dates of adoption and expected effects on our condensed consolidated
financial statements.
Critical Accounting Policies
Our condensed consolidated financial statements are prepared in conformity with
GAAP. The preparation of our financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses. We have described our accounting policies in Note 3 to
our 2020 Annual Report. We have reviewed these accounting policies, identifying
those that we believe to be critical to the preparation and understanding of our
financial statements. Critical accounting policies are central to our
presentation of results of operations and financial condition and require
management to make estimates and judgments on certain matters. We base our
estimates and judgments on historical experience, current conditions and other
reasonable factors. Our critical accounting policies have not substantially
changed from those described in the 2020 Annual Report.


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