Ashland 8K Regulation FD Disclosure | SEC 3 Jul 14

EXHIBIT 99.2

Within the following tables, Ashland has disclosed “EBITDA” and “Adjusted EBITDA” results. Such measurements are not prepared in accordance with U.S. GAAP and should not be construed as an alternative to reported results determined in accordance with U.S. GAAP. Management believes the use of non-GAAP measures on a consolidated and business segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. The non-GAAP information provided is 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 business segment basis. The appendix following these tables includes a reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures.

Ashland Performance Materials
(In millions except percent data - preliminary and unaudited)

	Six months ended March 31, 2014
					Realignment
	As Reported (b)				net impact (a)				As Amended (b)
Sales		$	728			$	51			$	779
Gross profit as a percent of sales			15.0	%			-3.0	%			12.0	%
Operating loss			(15	)			(7	)			(22	)
EBITDA			11				4				15
Adjusted EBITDA			77				4				81

	Quarter ended December 31, 2013
					Realignment
	As Reported (b)				net impact (a)				As Amended (b)
Sales		$	347			$	18			$	365
Gross profit as a percent of sales			17.3	%			-3.9	%			13.4	%
Operating income			20				(6	)			14
EBITDA			34				(1	)			33
Adjusted EBITDA			34				(1	)			33

	Quarter ended March 31, 2014
					Realignment
	As Reported (b)				net impact (a)				As Amended (b)
Sales		$	380			$	33			$	413
Gross profit as a percent of sales			13.1	%			-2.4	%			10.7	%
Operating loss			(35	)			-				(35	)
EBITDA			(23	)			6				(17	)
Adjusted EBITDA			43				6				49

(a)

Reflects the net impact of the Intermediates and Solvents division into and Adhesives division out of Ashland Performance Materials. The realignment net impact change for EBITDA and Adjusted EBITDA represents the change in operating income (loss) offset by the change in depreciation and amortization expense. No key items that would affect Adjusted EBITDA were moved between business segments as a result of the realignment.

(b)

Quarterly totals may not sum to year-to-date results due to quarterly rounding conventions. As reported balances have been previously disclosed within quarterly earnings releases and Form 10-Qs filed with the SEC and posted on Ashland's website.

Ashland Performance Materials
(In millions except percent data - preliminary and unaudited)

	Year ended September 30, 2013
					Realignment
	As Reported (b)				net impact (a)				As Amended (b)
Sales		$	1,479			$	138			$	1,617
Gross profit as a percent of sales			14.9	%			0.0	%			14.9	%
Operating income			68				38				106
EBITDA			120				59				179
Adjusted EBITDA			122				59				181

	Quarter ended December 31, 2012
					Realignment
	As Reported (b)				net impact (a)				As Amended (b)
Sales		$	345			$	41			$	386
Gross profit as a percent of sales			15.6	%			0.4	%			16.0	%
Operating income			13				12				25
EBITDA			26				17				43
Adjusted EBITDA			28				17				45

	Quarter ended March 31, 2013
					Realignment
	As Reported (b)				net impact (a)				As Amended (b)
Sales		$	374			$	42			$	416
Gross profit as a percent of sales			14.6	%			0.2	%			14.8	%
Operating income			21				12				33
EBITDA			33				17				50
Adjusted EBITDA			33				17				50

	Quarter ended June 30, 2013
					Realignment
	As Reported (b)				net impact (a)				As Amended (b)
Sales		$	395			$	43			$	438
Gross profit as a percent of sales			14.2	%			-1.2	%			13.0	%
Operating income			17				5				22
EBITDA			30				10				40
Adjusted EBITDA			30				10				40

	Quarter ended September 30, 2013
					Realignment
	As Reported (b)				net impact (a)				As Amended (b)
Sales		$	366			$	11			$	377
Gross profit as a percent of sales			15.2	%			0.8	%			16.0	%
Operating income			16				10				26
EBITDA			29				15				44
Adjusted EBITDA			29				15				44

(a)

Reflects the net impact of the Intermediates and Solvents division into and Adhesives division out of Ashland Performance Materials. The realignment net impact change for EBITDA and Adjusted EBITDA represents the change in operating income offset by the change in depreciation and amortization expense. No key items that would affect Adjusted EBITDA were moved between business segments as a result of the realignment.

(b)

Ashland Performance Materials
(In millions except percent data - preliminary and unaudited)

	Year ended September 30, 2012
					Realignment
	As Reported (b)				net impact (a)				As Amended (b)
Sales		$	1,560			$	179			$	1,739
Gross profit as a percent of sales			16.6	%			0.6	%			17.2	%
Operating income			99				58				157
EBITDA			148				80				228
Adjusted EBITDA			159				80				239

	Quarter ended September 30, 2012
					Realignment
	As Reported (b)				net impact (a)				As Amended (b)
Sales		$	369			$	34			$	403
Gross profit as a percent of sales			14.3	%			-0.2	%			14.1	%
Operating income			8				8				16
EBITDA			20				13				33
Adjusted EBITDA			31				13				44

(a)

Reflects the net impact of the Intermediates and Solvents division into and Adhesives division out of Ashland Performance Materials. The realignment net impact change for EBITDA and Adjusted EBITDA represents the change in operating income offset by the change in depreciation and amortization expense. No key items that would affect Adjusted EBITDA were moved between business segments as a result of the realignment.

(b)

APPENDIX TO EXHIBIT 99.2

Ashland Performance Materials
RECONCILIATION OF NON-GAAP DATA - EBITDA and ADJUSTED EBITDA
(In millions except percent data - preliminary and unaudited)

	Six months ended March 31, 2014
	As Reported (a)				As Amended (a)
Operating loss		$	(15	)		$	(22	)
Depreciation and amortization (b)			26				37
EBITDA			11				15
Impairment of ASK joint venture			46				46
Severance			13				13
Accelerated depreciation and other plant closure costs			7				7
Adjusted EBITDA		$	77			$	81

	Quarter ended December 31, 2013
	As Reported (a)				As Amended (a)
Operating income		$	20			$	14
Depreciation and amortization			14				19
EBITDA		$	34			$	33

	Quarter ended March 31, 2014
	As Reported (a)				As Amended (a)
Operating loss		$	(35	)		$	(35	)
Depreciation and amortization (b)			12				18
EBITDA			(23	)			(17	)
Impairment of ASK joint venture			46				46
Severance			13				13
Accelerated depreciation and other plant closure costs			7				7
Adjusted EBITDA		$	43			$	49

(a)	Quarterly totals may not sum to year-to-date results due to quarterly rounding conventions. As reported balances have been previously disclosed within quarterly earnings releases and Form 10-Qs filed with the SEC and posted on Ashland's website.
(b)	Depreciation and amortization excludes $7 million of accelerated depreciation for Performance Materials for the three and six months ended March 31, 2014, which is displayed as key items within this table.

Ashland Performance Materials
RECONCILIATION OF NON-GAAP DATA - EBITDA and ADJUSTED EBITDA
(In millions except percent data - preliminary and unaudited)

	Year ended September 30, 2013
	As Reported (a)			As Amended (a)
Operating income		$	68		$	106
Depreciation and amortization (b)			52			73
EBITDA			120			179
Accelerated depreciation and other plant closure costs			2			2
Adjusted EBITDA		$	122		$	181

	Quarter ended December 31, 2012
	As Reported (a)			As Amended (a)
Operating income		$	13		$	25
Depreciation and amortization (b)			13			18
EBITDA			26			43
Accelerated depreciation and other plant closure costs			2			2
Adjusted EBITDA		$	28		$	45

	Quarter ended March 31, 2013
	As Reported (a)			As Amended (a)
Operating income		$	21		$	33
Depreciation and amortization			12			17
EBITDA		$	33		$	50

	Quarter ended June 30, 2013
	As Reported (a)			As Amended (a)
Operating income		$	17		$	22
Depreciation and amortization			13			18
EBITDA		$	30		$	40

	Quarter ended September 30, 2013
	As Reported (a)			As Amended (a)
Operating income		$	16		$	26
Depreciation and amortization			13			18
EBITDA		$	29		$	44

(a)	Quarterly totals may not sum to year-to-date results due to quarterly rounding conventions. As reported balances have been previously disclosed within quarterly earnings releases and Form 10-Qs filed with the SEC and posted on Ashland's website.
(b)	Depreciation and amortization excludes $2 million of accelerated depreciation for Performance Materials for the three months ended December 31, 2012 and the year ended September 30, 2013, which is displayed as key items within this table.

Ashland Performance Materials
RECONCILIATION OF NON-GAAP DATA - EBITDA and ADJUSTED EBITDA
(In millions except percent data - preliminary and unaudited)

	Year ended September 30, 2012
	As Reported (a)			As Amended (a)
Operating income		$	99		$	157
Depreciation and amortization (b)			49			71
EBITDA			148			228
Severance			7			7
Accelerated depreciation and other plant closure costs			4			4
Adjusted EBITDA		$	159		$	239

	Quarter ended September 30, 2012
	As Reported (a)			As Amended (a)
Operating income		$	8		$	16
Depreciation and amortization (b)			12			17
EBITDA			20			33
Severance			7			7
Accelerated depreciation and other plant closure costs			4			4
Adjusted EBITDA		$	31		$	44

(a)	Quarterly totals may not sum to year-to-date results due to quarterly rounding conventions. As reported balances have been previously disclosed within quarterly earnings releases and Form 10-Qs filed with the SEC and posted on Ashland's website.
(b)	Depreciation and amortization excludes $3 million of accelerated depreciation for Performance Materials for the three months ended September 30, 2012 and the year ended September 30, 2012, which is displayed as key items within this table.

Ashland 8-KRegulation FD Disclosure