Ashland (ASH) 8-K Completion of Acquisition or Disposition of Assets

Exhibit 99.2

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

UNAUDITED CONDENSED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited condensed pro forma consolidated financial statements are based upon the historical financial statements of Ashland Global Holdings Inc. and its consolidated subsidiaries (Ashland), adjusted to reflect the distribution to Ashland stockholders of an aggregate 170 million shares of Valvoline Inc. (Valvoline) common stock.  The following unaudited condensed pro forma consolidated financial statements of Ashland should be read in conjunction with the related notes and with the historical consolidated financial statements of Ashland and the related notes included in previous filings with the Securities and Exchange Commission.  The unaudited condensed pro forma consolidated balance sheet reflects the distribution of Valvoline as if it occurred on March 31, 2017 while the unaudited condensed pro forma statements of consolidated income give effect to the distribution as if it occurred on October 1, 2013, the beginning of the earliest period presented.  The pro forma adjustments, described in the related notes, are based on the best available information and certain assumptions that Ashland management believe are reasonable.  Actual amounts may differ from these estimated amounts.

The unaudited condensed pro forma consolidated financial statements are provided for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred had the distribution of Valvoline closed on March 31, 2017 for the unaudited condensed pro forma consolidated balance sheet or on October 1, 2013 for the unaudited condensed pro forma statements of consolidated income.  For example, these financial statements do not reflect any cost reductions of previously allocated corporate costs and potential subsequent restructuring charges.  Readers should not rely on the unaudited condensed pro forma consolidated financial statements as being indicative of the historical operating results that Ashland would have achieved or any future operating results or financial position that it will experience after the distribution closes.

Ashland Global Holdings Inc. and Consolidated Subsidiaries
Unaudited Condensed Pro Forma Consolidated Balance Sheet
March 31, 2017
				(a)			(d)
(In millions)	Historical			Valvoline			Adjustments			Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	605		$	(135	)	$	-		$	470
Accounts receivable		972			(402	)		-			570
Inventories		687			(148	)		-			539
Other assets		113			(25	)		11			99
Total current assets		2,377			(710	)		11			1,678
Noncurrent assets
Property, plant and equipment
Cost		4,364			(765	)		-			3,599
Accumulated depreciation		2,159			(416	)		-			1,743
Net property, plant and equipment		2,205			(349	)		-			1,856
Goodwill		2,413			(312	)		-			2,101
Intangibles		1,017			(6	)		-			1,011
Restricted investments		298			-			-			298
Asbestos insurance receivable		193			-			-			193
Equity and other unconsolidated investments		61			(30	)		-			31
Deferred income taxes		199			-			(163	)		36
Other assets		423			(85	)		77			415
Total noncurrent assets		6,809			(782	)		(86	)		5,941
Total assets	$	9,186		$	(1,492	)	$	(75	)	$	7,619
LIABILITIES AND EQUITY
Current liabilities
Short-term debt	$	95		$	(75	)	$	-		$	20
Current portion of long-term debt		16			(16	)		-			-
Trade and other payables		520			(173	)		-			347
Accrued expenses and other liabilities		406			(181	)		11			236
Total current liabilities		1,037			(445	)		11			603
Noncurrent liabilities
Long-term debt		2,812			(656	)		-			2,156
Employee benefit obligations		1,017			(833	)		-			184
Asbestos litigation reserve		663			-			-			663
Deferred income taxes		69			389			(163	)		295
Other liabilities		445			(162	)		77			360
Total noncurrent liabilities		5,006			(1,262	)		(86	)		3,658
Equity
Total Ashland stockholders' equity		3,300			58			-			3,358
Noncontrolling interest		(157	)		157			-			-
Total equity		3,143			215			-			3,358
Total liabilities and equity	$	9,186		$	(1,492	)	$	(75	)	$	7,619
See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements.

Ashland Global Holdings Inc. and Consolidated Subsidiaries
Unaudited Condensed Pro Forma Statement of Consolidated Income
Six months ended March 31, 2017
				(b)
(In millions except per share data)	Historical			Valvoline			Pro Forma
Sales	$	2,513		$	(1,003	)	$	1,510
Cost of sales		1,694			(603	)		1,091
Gross profit		819			(400	)		419
Selling, general and administrative expense		483			(172	)		311
Research and development expense		47			(6	)		41
Equity and other income		18			(15	)		3
Operating income		307			(237	)		70
Net interest and other financing expense		170			(18	)		152
Net loss on divestiture		(1	)		-			(1	)
Income (loss) from continuing operations before income taxes		136			(219	)		(83	)
Income tax expense (benefit)		24			(70	)		(46	)
Income (loss) from continuing operations	$	112		$	(149	)	$	(37	)
Earnings per share from continuing operations attributable to Ashland
Basic	$	1.42					$	(0.59	)
Diluted		1.41						(0.59	)
Average common shares outstanding (in millions)
Basic		62						62
Diluted		63						62		(c)
See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements.

Ashland Global Holdings Inc. and Consolidated Subsidiaries
Unaudited Condensed Pro Forma Statement of Consolidated Income
Year ended September 30, 2016
				(b)
(In millions except per share data)	Historical			Valvoline			Pro Forma
Sales	$	4,948		$	(1,929	)	$	3,019
Cost of sales		3,321			(1,168	)		2,153
Gross profit		1,627			(761	)		866
Selling, general and administrative expense		1,228			(314	)		914
Research and development expense		100			(13	)		87
Equity and other income		28			(20	)		8
Operating income (loss)		327			(454	)		(127	)
Net interest and other financing expense		182			(9	)		173
Net loss on divestitures		(9	)		1			(8	)
Income (loss) from continuing operations before income taxes		136			(444	)		(308	)
Income tax expense (benefit)		133			(158	)		(25	)
Income (loss) from continuing operations	$	3		$	(286	)	$	(283	)
Earnings per share from continuing operations attributable to Ashland
Basic	$	0.03					$	(4.51	)
Diluted		0.03						(4.51	)
Average common shares outstanding (in millions)
Basic		63						63
Diluted		64						63		(c)
See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements.

Ashland Global Holdings Inc. and Consolidated Subsidiaries
Unaudited Condensed Pro Forma Statement of Consolidated Income
Year ended September 30, 2015
				(b)
(In millions except per share data)	Historical			Valvoline			Pro Forma
Sales	$	5,387		$	(1,967	)	$	3,420
Cost of sales		3,814			(1,282	)		2,532
Gross profit		1,573			(685	)		888
Selling, general and administrative expense		1,028			(336	)		692
Research and development expense		110			(11	)		99
Equity and other income		23			(8	)		15
Operating income		458			(346	)		112
Net interest and other financing expense		174			-			174
Net loss on divestitures		(115	)		26			(89	)
Income (loss) from continuing operations before income taxes		169			(320	)		(151	)
Income tax benefit		(22	)		(117	)		(139	)
Income (loss) from continuing operations	$	191		$	(203	)	$	(12	)
Earnings per share from continuing operations
Basic	$	2.81					$	(0.18	)
Diluted		2.78						(0.18	)
Average common shares outstanding (in millions)
Basic		68						68
Diluted		69						68		(c)
See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements.

Ashland Global Holdings Inc. and Consolidated Subsidiaries
Unaudited Condensed Pro Forma Statement of Consolidated Income
Year ended September 30, 2014
				(b)
(In millions except per share data)	Historical			Valvoline			Pro Forma
Sales	$	6,121		$	(2,041	)	$	4,080
Cost of sales		4,605			(1,409	)		3,196
Gross profit		1,516			(632	)		884
Selling, general and administrative expense		1,358			(356	)		1,002
Research and development expense		114			(11	)		103
Equity and other income (loss)		2			(30	)		(28	)
Operating income (loss)		46			(295	)		(249	)
Net interest and other financing expense		166			-			166
Net gain on divestitures		4			-			4
Loss from continuing operations before income taxes		(116	)		(295	)		(411	)
Income tax benefit		(188	)		(102	)		(290	)
Income (loss) from continuing operations	$	72		$	(193	)	$	(121	)
Earnings per share from continuing operations
Basic	$	0.94					$	(1.57	)
Diluted		0.93						(1.57	)
Average common shares outstanding (in millions)
Basic		77						77
Diluted		78						77		(c)
See Notes to Unaudited Condensed Pro Forma Consolidated Financial Statements.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(a)  These adjustments reflect the elimination of assets and liabilities associated with Valvoline and included in Ashland's historical condensed consolidated financial statements.

(b)  These adjustments eliminate the operating results of Valvoline as if the transaction occurred on October 1, 2013.  The direct operating results of Valvoline are reported in discontinued operations.  The amounts eliminated do not include allocations of corporate expenses included in Selling, General and Administrative Expense.  These corporate expenses were $22 million, $23 million and $25 million for the fiscal years ended September 30, 2016, 2015 and 2014, respectively.  Allocations of corporate overhead remaining with Ashland may not be allocated to discontinued operations for financial statement presentation purposes.

Additionally, a portion of the other components of pension and other postretirement benefit costs (i.e., interest cost, expected return on assets, amortization of prior service credit, and actuarial gain or loss) related to Valvoline has been reclassified from the Unallocated and other segment and included within Valvoline’s results. The amounts attributable to Valvoline were income of $43 million and $35 million for the six months ended March 31, 2017 and the fiscal year ended September 30, 2016, respectively, and expense of $37 million and $52 million for the fiscal years ended September 30, 2015 and 2014, respectively.

For purposes of these unaudited condensed pro forma consolidated financial statements, estimated income tax rates of 32%, 36%, 37% and 35%  have been used for the six months ended March 31, 2017 and fiscal years ended September 30, 2016, 2015 and 2014, respectively.  The estimated effective tax rates are based on the application of the intraperiod tax allocation model in ASC 740, Income Taxes, and the impact of changes in the mix of global earnings and permanent items.

(c)  As a result of the loss from continuing operations on a pro forma basis, the effect of the share-based awards convertible to common shares would be anti-dilutive.  As such, they have been excluded from the diluted calculation.

(d)  Adjustments related to the Tax Matters Agreement and stand alone tax effects.