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ASHLAND INC. (ASH)

CIK: 0001674862. SIC: 5160 Wholesale-Chemicals & Allied Products. Latest 10-K as of: 2025-11-20.

SIC breadcrumb: Wholesale Trade > Wholesale Trade - Nondurable Goods > SIC 5160 Wholesale-Chemicals & Allied Products

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1674862. Latest filing source: 0001193125-25-289248.

Informational only - descriptive public-record data, not investment advice.

Business

Read ASH's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read ASH's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,824,000,000USD20252025-11-20
Net income-845,000,000USD20252025-11-20
Assets4,611,000,000USD20252025-11-20

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-11-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001674862.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric201420152016201720182019202020212022202320242025
Revenue3,019,000,0002,309,000,0002,589,000,0002,148,000,0002,016,000,0002,111,000,0002,391,000,0002,191,000,0002,113,000,0001,824,000,000
Net income-28,000,00028,000,000114,000,000505,000,000-508,000,000220,000,000927,000,000178,000,000169,000,000-845,000,000
Operating income-50,000,00049,000,000102,000,00086,000,000-461,000,000192,000,000333,000,000172,000,000-26,000,000-775,000,000
Gross profit887,000,000729,000,000863,000,000651,000,000599,000,000670,000,000830,000,000668,000,000618,000,000549,000,000
Diluted EPS-0.470.011.798.15-8.393.5916.413.313.36-18.23
Operating cash flow385,000,000174,000,000241,000,000140,000,000227,000,000466,000,000193,000,000294,000,000462,000,000134,000,000
Capital expenditures231,000,000168,000,000157,000,000147,000,000133,000,000105,000,000113,000,000170,000,000137,000,00098,000,000
Dividends paid97,000,00077,000,00060,000,00064,000,00066,000,00070,000,00070,000,00076,000,00078,000,00076,000,000
Share buybacks954,000,000397,000,000500,000,0000.00200,000,000450,000,000200,000,000300,000,000380,000,000100,000,000
Assets10,000,000,0008,618,000,0008,259,000,0007,251,000,0006,877,000,0006,612,000,0006,213,000,0005,939,000,0005,645,000,0004,611,000,000
Stockholders' equity3,347,000,0003,406,000,0003,406,000,0003,571,000,0003,036,000,0002,752,000,0003,220,000,0003,097,000,0002,868,000,0001,904,000,000
Cash and cash equivalents1,017,000,000566,000,000294,000,000232,000,000454,000,000210,000,000646,000,000417,000,000300,000,000215,000,000
Free cash flow154,000,0006,000,00084,000,000-7,000,00094,000,000361,000,00080,000,000124,000,000325,000,00036,000,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric201420152016201720182019202020212022202320242025
Net margin-0.93%1.21%4.40%23.51%-25.20%10.42%38.77%8.12%8.00%-46.33%
Operating margin-1.66%2.12%3.94%4.00%-22.87%9.10%13.93%7.85%-1.23%-42.49%
Return on equity-0.84%0.82%3.35%14.14%-16.73%7.99%28.79%5.75%5.89%-44.38%
Return on assets-0.28%0.32%1.38%6.96%-7.39%3.33%14.92%3.00%2.99%-18.33%
Current ratio2.331.971.591.891.901.843.203.302.442.85

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Income statement bridge from reported figures

ASH FY2025 income statement bridge from reported figures.ASH FY2025 income statement bridge from reported figures.ASH income bridgeFY2025: revenue to net incomeSource: SEC companyfacts FY2025.Income statement bridgeReported amount-$1.0B$0.0B$2.0B$1.8BRevenue-$1.3BCost$549.0MGross-$1.3BOpEx-$775.0MOperating-$70.0MOther/tax-$845.0MNet income

Figure provenance: SEC companyfacts FY 2025. Revenue: accession 0001193125-25-289248; concept RevenueFromContractWithCustomerExcludingAssessedTax; source concepts us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | Gross profit: accession 0001193125-25-289248; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0001193125-25-289248; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0001193125-25-289248; concept ProfitLoss; source concepts us-gaap:ProfitLoss

Free cash flow = operating cash flow - capital expenditures

ASH FY2025 free cash flow bridge from reported figures.ASH FY2025 free cash flow bridge from reported figures.ASH free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$134.0MOperating cash flow-$98.0MCapex$36.0MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001193125-25-289248; concept NetCashProvidedByUsedInOperatingActivitiesContinuingOperations; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivitiesContinuingOperations | Capital expenditures: accession 0001193125-25-289248; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001193125-25-289248; concept NetCashProvidedByUsedInOperatingActivitiesContinuingOperations - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivitiesContinuingOperations; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

ASH revenue, last 5 periods. Source: SEC companyfacts FY2025.ASH revenue, last 5 periods. Source: SEC companyfacts FY2025.ASH RevenueLatest point: FY2025 = $1.8BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

ASH net income, last 5 periods. Source: SEC companyfacts FY2025.ASH net income, last 5 periods. Source: SEC companyfacts FY2025.ASH Net incomeLatest point: FY2025 = -$845.0MSource: SEC companyfacts FY2025.Fiscal yearNet income-$1.0B$0.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: ProfitLoss. Source concepts: us-gaap:ProfitLoss.

ASH operating income, last 5 periods. Source: SEC companyfacts FY2025.ASH operating income, last 5 periods. Source: SEC companyfacts FY2025.ASH Operating incomeLatest point: FY2025 = -$775.0MSource: SEC companyfacts FY2025.Fiscal yearOperating income-$1.0B$0.0B$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

ASH gross profit, last 5 periods. Source: SEC companyfacts FY2025.ASH gross profit, last 5 periods. Source: SEC companyfacts FY2025.ASH Gross profitLatest point: FY2025 = $549.0MSource: SEC companyfacts FY2025.Fiscal yearGross profit$0.0B$500.0M$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.

ASH diluted eps, last 5 periods. Source: SEC companyfacts FY2025.ASH diluted eps, last 5 periods. Source: SEC companyfacts FY2025.ASH Diluted EPSLatest point: FY2025 = -$18.23/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$20.00/share$0.00/share$25.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

ASH operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.ASH operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.ASH Operating cash flowLatest point: FY2025 = $134.0MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: NetCashProvidedByUsedInOperatingActivitiesContinuingOperations. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivitiesContinuingOperations.

ASH capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.ASH capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.ASH Capital expendituresLatest point: FY2025 = $98.0MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

ASH dividends paid, last 5 periods. Source: SEC companyfacts FY2025.ASH dividends paid, last 5 periods. Source: SEC companyfacts FY2025.ASH Dividends paidLatest point: FY2025 = $76.0MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

ASH share buybacks, last 5 periods. Source: SEC companyfacts FY2025.ASH share buybacks, last 5 periods. Source: SEC companyfacts FY2025.ASH Share buybacksLatest point: FY2025 = $100.0MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

ASH assets, last 5 periods. Source: SEC companyfacts FY2025.ASH assets, last 5 periods. Source: SEC companyfacts FY2025.ASH AssetsLatest point: FY2025 = $4.6BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$4.0B$8.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: Assets. Source concepts: us-gaap:Assets.

ASH stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.ASH stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.ASH Stockholders' equityLatest point: FY2025 = $1.9BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

ASH cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.ASH cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.ASH Cash and cash equivalentsLatest point: FY2025 = $215.0MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

ASH free cash flow, last 5 periods. Source: SEC companyfacts FY2025.ASH free cash flow, last 5 periods. Source: SEC companyfacts FY2025.ASH Free cash flowLatest point: FY2025 = $36.0MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001193125-25-289248; filed 2025-11-20. Concept: NetCashProvidedByUsedInOperatingActivitiesContinuingOperations - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivitiesContinuingOperations; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001674862.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q32022-06-300.65reported discrete quarter
2023-Q12022-12-310.73reported discrete quarter
2023-Q22023-03-311.67reported discrete quarter
2023-Q32023-06-30546,000,00050,000,0000.94reported discrete quarter
2023-Q42023-09-30517,000,000-4,000,000derived Q4 = FY annual - nine-month YTD
2024-Q12023-12-31473,000,00026,000,0000.51reported discrete quarter
2024-Q22024-03-31575,000,000120,000,0002.39reported discrete quarter
2024-Q32024-06-30544,000,0006,000,0000.12reported discrete quarter
2024-Q42024-09-30522,000,00016,000,000derived Q4 = FY annual - nine-month YTD
2025-Q12024-12-31405,000,000-165,000,000-3.50reported discrete quarter
2025-Q22025-03-31479,000,00031,000,0000.65reported discrete quarter
2025-Q32025-06-30463,000,000-742,000,000-16.21reported discrete quarter
2025-Q42025-09-30477,000,00032,000,000derived Q4 = FY annual - nine-month YTD
2026-Q12025-12-31386,000,000-12,000,000-0.26reported discrete quarter
2026-Q22026-03-31482,000,00016,000,0000.34reported discrete quarter

Quarterly Charts

ASH quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.ASH quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.ASH Quarterly RevenueLatest point: 2026-Q2 = $482.0MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Revenue$0.0B$375.0M$750.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-191380; filed 2026-04-29. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.

ASH quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.ASH quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.ASH Quarterly Net incomeLatest point: 2026-Q2 = $16.0MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Net income-$750.0M$0.0B$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-191380; filed 2026-04-29. Concept: ProfitLoss. Source concepts: us-gaap:ProfitLoss.

ASH quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.ASH quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.ASH Quarterly Diluted EPSLatest point: 2026-Q2 = $0.34/shareSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Diluted EPS (USD/share)-$20.00/share$0.00/share$6.00/share2022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001193125-26-191380; filed 2026-04-29. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-191380.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-04-29. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ASHLAND 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 global additives and specialty ingredients company with a conscious and proactive mindset for sustainability. The Company serves customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, personal care and pharmaceutical. With approximately 2,900 employees worldwide, Ashland serves customers in more than 100 countries.

Ashland’s sales generated outside of North America were 73% for both the three and six months ended March 31, 2026, and 72% for both the three and six months ended March 31, 2025. Sales by region expressed as a percentage of total consolidated sales were as follows:

Three months endedSix months ended
March 31March 31
Sales by Geography2026202520262025
North America(a)27%28%27%28%
Europe(a)37%38%36%36%
Asia Pacific26%25%27%26%
Latin America & other10%9%10%10%
100%100%100%100%

(a)
Ashland includes only U.S. and Canada in its North America designation and includes Europe, the Middle East and Africa in its Europe designation.

Reportable segments

Ashland’s reportable segments include Life Sciences, Personal Care, Specialty Additives and Intermediates. Unallocated and other includes corporate governance activities and certain legacy matters. The contribution to sales by each reportable segment expressed as a percentage of total consolidated sales were as follows:

Three months endedSix months ended
March 31March 31
Sales by Reportable Segment2026202520262025
Life Sciences36%35%36%36%
Personal Care31%31%31%30%
Specialty Additives28%28%27%28%
Intermediates5%6%6%6%
100%100%100%100%

KEY DEVELOPMENTS

Uncertainty related to tariffs and global trade policy changes

The three months ended March 31, 2026, saw continuing regulatory activity involving notable changes to U.S. and foreign trade policy, leading to significant uncertainty in the macroeconomic and geopolitical environments. Beginning in the second quarter of fiscal 2025, the U.S. instituted a series of tariffs on imports from China, the E.U., India, and other countries which has resulted in the imposition of retaliatory measures against U.S. goods. As a global business, we are exposed to risks associated with tariffs and other trade conflicts. Such risks may include, but are not limited to, (i) changes to and strains on the global supply chain and our ability to source materials; (ii) increased sourcing and manufacturing costs; (iii) decreased demand for Ashland’s products in affected markets; and (iv) other impacts on Ashland’s ability to operate optimally.

32

The ultimate impact of these recent tariffs and trade disputes on general economic conditions, and on Ashland’s business, financial performance, and results of operations, is uncertain and depends on various factors, including the duration of the tariffs and disputes, negotiations between the U.S. and affected countries, whether additional or incremental tariffs are imposed and the responses of other countries or regions, and the potential for trade restriction-related exemptions including recent tariff reversal developments. Given the dynamic nature of the situation, Ashland continues to monitor tariff developments as well as the broader global trade landscape and is working to mitigate potential impacts on its business.

Uncertainty relating to the ongoing United States, Israel/Iran, Ukraine/Russia and Israel/Hamas conflicts and other political events

Business disruptions, including those related to the ongoing conflicts between the United States, Israel/Iran, Ukraine/Russia and Israel/Hamas, as well as the recent political events in Venezuela, continue to impact businesses around the globe. While it is impossible to predict the effects of the conflicts such as possible escalating geopolitical tensions (including the imposition of existing and additional sanctions by the U.S. and the European Union on Russia), worsening macroeconomic and general business conditions, supply chain interruptions and unfavorable energy markets, the impact could be material. Ashland is closely monitoring these situations and maintains business continuity plans that are intended to continue operations or mitigate the effects of events that could disrupt its business.

Ashland does not have manufacturing operations in Iran, Israel, Russia, Ukraine, Venezelua or Belarus. Ashland sells (or previously sold) additives and specialty ingredients to manufacturers in these countries for their use in pharmaceuticals, personal care, and coatings applications. Sales to Russia and Belarus were previously limited and our products were primarily used in products and applications that are essential to the population's well-being and currently support our customers' humanitarian efforts. We have sales controls in place to ensure that future potential sales into the region are only to support critical pharmaceutical or personal hygiene products which are essential for the general population and in accordance with any applicable sanctions. Sales to Israel, Ukraine, Russia, and Belarus represent less than 1% of total consolidated sales and less than 1% of total consolidated assets (related to accounts receivable). Ashland has no sales activity with Iran.

Other items

Restructuring programs

As previously announced, Ashland initiated a $30 million pre-tax restructuring plan to offset the impact from the Nutraceuticals business sale completed in fiscal 2024, the Avoca business sale completed in fiscal 2025, and other portfolio optimization actions, which were expected to be realized 50 percent in fiscal 2025 and 50 percent in fiscal 2026. See Note D of the Notes to Condensed Consolidated Financial Statements for severance reserves associated with this program.

Ashland also executed its portfolio optimization actions to further strengthen Ashland’s resilience and improve margins and returns. These previously announced actions include initiatives focused on carboxymethylcellulose ("CMC"), methylcellulose ("MC"), the Nutraceuticals business sale and the Avoca business sale (collectively, "Portfolio Optimization"). Overall, these Portfolio Optimization actions reduced sales and Adjusted EBITDA by approximately $2 million and zero, respectively, for the three months ended March 31, 2026, and approximately $11 million and $1 million, respectively, for the six months ended March 31, 2026, compared to the prior year periods. Operating income (loss) was positively impacted by $2 million and $4 million for the three and six months ended March 31, 2026, respectively, compared to the prior year periods.

Ashland is also advancing a multi-year manufacturing network optimization to improve operational cost and strengthen its competitive position. This optimization plan is expected to generate pre-tax savings of $50 million to $55 million with $60 million being achievable as market conditions improve, particularly within China. Ashland realized savings of approximately $10 million and $15 million during the three and six months ended March 31, 2026, compared to the prior year periods.

33

The following table summarizes the expense impact of these actions:

Three months endedSix months ended
March 31March 31
(In millions)2026202520262025
Accelerated depreciation(a)$$13$3$13
Restructuring, separation and other costs(b)38711
Other plant optimization costs(a)106159
$13$27$25$33

(a)
Recorded within the cost of sales caption within the Statements of Condensed Consolidated Comprehensive Income (Loss).

(b)
Recorded within the selling, general and administrative expense caption within the Statements of Condensed Consolidated Comprehensive Income (Loss).

RESULTS OF OPERATIONS – CONSOLIDATED REVIEW

Consolidated review

Overview

Key financial results included the following:

Three months endedSix months ended
March 31March 31
(In millions except per share data)20262025Change20262025Change
Net income (loss)$16$31$(15)$4$(135)$139
Diluted earnings per share (EPS) net income (loss)(a)0.340.65(0.31)0.08(2.88)2.96
Income (loss) from continuing operations1530(15)1(136)137
Diluted EPS income (loss) from continuing operations(a)0.320.63(0.31)0.02(2.91)2.93
Operating income (loss)3951(12)33(128)161
EBITDA(b)84100(16)124(30)154
Adjusted EBITDA(b)98108(10)156169(13)
Adjusted Diluted EPS from Continuing Operations Excluding Intangibles Amortization Expense(b)0.910.99(0.08)1.171.26(0.09)

(a)
As a result of the loss from continuing operations attributable to Ashland during the six months ended March 31, 2025, the effect of the share-based awards convertible to common stock would be antidilutive and have been excluded from the diluted EPS calculation.

(b)
These are non-GAAP financial measures. See "Use of Non-GAAP Financial Measures" section below for reconciliations to U.S. GAAP.

Business results

Ashland's net income of $16 million ($0.34 diluted EPS) and $31 million ($0.65 diluted EPS) included income from discontinued operations of $1 million ($0.02 diluted EPS) and $1 million ($0.02 diluted EPS) in the three months ended March 31, 2026 and 2025, respectively.

Results for Ashland’s continuing operations, diluted EPS from continuing operations and operating income for the three months ended March 31, 2026 and 2025, included certain key items that were excluded to arrive at Adjusted EBITDA and are quantified in the “Use of Non-GAAP Financial Measures” section below. These pre-tax key items totaled expense of $20 million and $6 million for the three months ended March 31, 2026 and 2025, respectively, impacting continuing operations. Continuing operations was also impacted by favorable tax specific key items for discrete tax items totaling zero and $1 million for the three months ended March 31, 2026 and 2025, respectively.

Excluding these key items, the decrease in continuing operations, d

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2025-11-20. Report date: 2025-09-30.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements for the years ended September 30, 2025, 2024 and 2023.

BUSINESS OVERVIEW

Ashland profile

Ashland is a global additives and specialty ingredients company with a conscious and proactive mindset for sustainability. The Company serves customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, personal care and pharmaceutical. With approximately 2,900 employees worldwide, Ashland serves customers in more than 100 countries.

Ashland’s sales generated outside of North America were 73%, 69% and 69% in 2025, 2024 and 2023, respectively. Sales by region expressed as a percentage of total consolidated sales for the years ended September 30, were as follows:

Sales by Geography202520242023
North America(a)27%31%31%
Europe(a)37%35%36%
Asia Pacific26%25%23%
Latin America & other10%9%10%
100%100%100%

(a)
Ashland includes only U.S. and Canada in its North America designation and includes Europe, the Middle East and Africa in its Europe designation.

Reportable segments

Ashland’s reportable segments include Life Sciences, Personal Care, Specialty Additives and Intermediates. Unallocated and Other includes corporate governance activities and certain legacy matters. The contribution to sales by each reportable segment expressed as a percentage of total consolidated sales for the years ended September 30, were as follows:

Sales by Reportable Segment202520242023
Life Sciences35%38%40%
Personal Care32%30%27%
Specialty Additives28%27%28%
Intermediates5%5%5%
100%100%100%

KEY DEVELOPMENTS

Uncertainty related to tariffs and global trade policy changes

Fiscal 2025 saw increased and continuing regulatory activity involving notable changes to U.S. and foreign trade policy, leading to significant uncertainty in the macroeconomic and geopolitical environments. Beginning in the second quarter of 2025, the U.S. instituted a series of tariffs on imports from China, the E.U., India, and other countries which has resulted in the imposition of retaliatory measures against U.S. goods. As a global business, we are exposed to risks associated with tariffs and other trade conflicts. Such risks may include, but are not limited to, (i) changes to and strains on the global supply chain and our ability to source materials; (ii) increased sourcing and manufacturing costs; (iii) decreased demand for Ashland’s products in affected markets; and (iv) other impacts on Ashland’s ability to operate optimally.

The ultimate impact of these recent tariffs and trade disputes on general economic conditions, and on Ashland’s business, financial performance, and results of operations, is uncertain and depends on various factors, including the duration of the tariffs and disputes, negotiations between the U.S. and affected countries, whether additional or incremental tariffs are imposed and the responses of other countries or regions, and the potential for trade restriction-related exemptions. Given the dynamic nature of the situation, Ashland continues to monitor tariff developments as well as the broader global trade landscape and is working to mitigate potential impacts on its business.

M-1

Uncertainty relating to the ongoing Israel/Iran, Ukraine/Russia and Israel/Hamas conflict

Business disruptions, including those related to the ongoing conflicts between Israel/Iran, Ukraine/Russia, and Israel/Hamas continue to impact businesses around the globe. While it is impossible to predict the effects of the conflicts, they may include escalating geopolitical tensions (including the imposition of existing and additional sanctions by the U.S. and the EU on Russia), worsening macroeconomic and general business conditions, supply chain interruptions and unfavorable energy markets, and the impact to Ashland could be material. Ashland is closely monitoring these situations and maintains business continuity plans that are intended to continue operations and mitigate the effects of events that could disrupt its business.

Ashland does not have manufacturing operations in Israel, Russia, Ukraine, or Belarus. Ashland sells (or previously sold) additives and specialty ingredients to manufacturers in these countries for their use in pharmaceuticals, personal care, and coatings applications. Sales to Russia and Belarus were previously limited and our products were primarily used in products and applications that are essential to the population's well-being and currently support our customers' humanitarian efforts. We have sales controls in place to ensure that future potential sales into the region are only to support critical pharmaceutical or personal hygiene products which are essential for the general population and in accordance with any applicable sanctions. Sales to Israel, Ukraine, Russia, and Belarus represent less than 1% of total consolidated sales and less than 1% of total consolidated assets (related to accounts receivable).

Other significant items

Stock repurchase program agreements

During fiscal 2025, under the Company's current common share repurchase program (the "2023 Stock Repurchase Program"), Ashland initiated and completed a number of Rule 10b5-1 trading plan agreements. Ashland paid a total of $100 million and repurchased a total of 1.5 million shares. During the most recent three fiscal years, Ashland paid a total of $780 million and received a total of 8.9 million shares. See Note N of the Notes to Consolidated Financial Statements for more information.

Restructuring programs

As previously announced, Ashland initiated a new $30 million pre-tax restructuring plan to offset the impact from the Nutraceuticals business sale, completed in fiscal 2024, and other portfolio optimization actions, which were expected to be realized 50 percent in fiscal 2025 and 50 percent in fiscal 2026. Ashland realized approximately $20 million or 67% of the total targeted savings in fiscal 2025.

Ashland is also advancing a multi-year manufacturing optimization restructuring plan to improve operational cost and strengthen its competitive position. This optimization plan is expected to generate pre-tax savings of $50 million to $55 million with $60 million being achievable as market conditions improve, particularly within China. Ashland realized approximately $5 million in savings in fiscal 2025.

Ashland is also continuing to execute its fiscal 2024 portfolio and plant optimization actions to further strengthen Ashland’s resilience and improve margins and returns. These previously announced actions include initiatives focused on carboxymethylcellulose (CMC), methylcellulose (MC), Nutraceuticals and Avoca Portfolio Optimization (collectively, Portfolio Optimization). Overall, these Portfolio Optimization actions reduced sales and operating income (loss) by approximately $208 million and $29 million, respectively, for fiscal 2025, as compared to the prior year. Adjusted EBITDA was also reduced by $45 million in fiscal 2025, as compared to the prior year.

The following table summarizes the expense impact of the Portfolio Optimization actions for the years ended September 30:

(In millions)202520242023
Accelerated Depreciation$41$57$
Restructuring, separation and other costs22309
Other plant optimization costs2210
$85$97$9

Avoca business sale

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During fiscal 2025, Ashland completed the sale of its Avoca business to Mane SA. Proceeds from the sale were $16 million, net of transaction costs. The Avoca business was included within Ashland's Personal Care reportable segment. Ashland determined this transaction did not qualify for discontinued operations treatment since it neither represented a strategic shift nor did it have a major effect on Ashland's operations and financial results.

Ashland recorded an impairment charge of $183 million ($1 million allocated to goodwill, $134 million to other intangible assets, $33 million to property, plant and equipment, $14 million to operating lease assets, net and $1 million to other current assets) during the year ended September 30, 2025, within the income (loss) on acquisitions and divestitures, net caption of the Statement of Consolidated Comprehensive Income (Loss). The tax benefit associated with the sale is included within the income tax expense (benefit) caption of the Statement of Consolidated Comprehensive Income (Loss) for the year ended September 30, 2025. See Note K of the Notes to Consolidated Financial Statements for tax details associated with the transaction. Ashland also recorded a pre-tax gain on sale of $8 million following the completion of this sale, mainly related to working capital movements, within the income (loss) on acquisitions and divestitures, net caption of the Statement of Consolidated Comprehensive Income (Loss) during the year ended September 30, 2025.

Goodwill impairment

During the third quarter of fiscal 2025, Ashland experienced a continued decline in the market price of its Common Stock. Ashland also experienced slowing growth due to a weakening macroeconomic environment that is dampening consumer sentiment and demand globally which resulted in lower growth and lower margins for the Life Sciences and Specialty Additives reportable segments (and reporting units) than what was previously expected. These factors led Ashland to determine that triggering events occurred, and a quantitative goodwill impairment assessment was performed during the third quarter of fiscal 2025. Following the aforementioned quantitative analysis, the carrying value of the Life Sciences and the Specialty Additives reporting units exceeded their fair value, resulting in non-cash goodwill impairment charges of $375 million and $331 million, respectively, for a total goodwill impairment charge of $706 million, which was recorded during the year ended September 30, 2025, within the goodwill impairment caption of the Statement of Consolidated Comprehensive Income (Loss). No subsequent indicators of impairment have been identified.

RESULTS OF OPERATIONS – CONSOLIDATED REVIEW

Consolidated review

Overview

Key financial results for fiscal 2025, 2024 and 2023 included the following:

20252024
(In millions except per share data)202520242023changechange
Net income (loss)$(845)$169$178$(1,014)$(9)
Diluted earnings per share (EPS) net income (loss)(a)(18.23)3.363.31(21.59)0.05
Income (loss) from continuing operations(822)199168(1,021)31
Diluted EPS income (loss) from continuing operations(a)(17.74)3.953.13(21.69)0.82
Operating income (loss)(775)(26)172(749)(198)
EBITDA(b)(601)142419(743)(277)
Adjusted EBITDA(b)401459459(58)-
Adjusted Diluted EPS from Continuing Operations Excluding Intangibles Amortization Expense(b)3.384.454.07(1.07)0.38

(a)
As a result of the loss from continuing operations attributable to Ashland during fiscal 2025, the effect of the share-based awards convertible to common stock would be antidilutive and have been excluded from the diluted EPS calculation.

(b)
These are non-GAAP financial measures. See "Use of Non-GAAP Financial Measures" section below for reconciliations to U.S. GAAP.

Ashland’s net loss of $845 million (loss of $18.23 diluted earnings per share) in 2025, and net income of $169 million ($3.36 diluted earnings per share) in 2024 and $178 million ($3.31 diluted earnings per share) in 2023 included a loss from discontinued operations of $23 million, (loss of $0.49 diluted earnings per share) in 2025, and $30 million ($0.59 diluted earnings per share) in 2024, and a net income from discontinued operations of $10 million ($0.18 diluted earnings per share) in 2023.

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Results for Ashland’s continuing operations, diluted earnings (loss) per share from continuing operations and operating income (loss) for fiscal 2025, 2024 and 2023 included certain key items that were excluded to arrive at Adjusted EBITDA and are quantified in the “Use of Non-GAAP Financial Measures” section of this Annual Report on Form 10-K. These pre-tax key items totaled expense of $959 million, $227 million and $21 million in fiscal 2025, 2024 and 2023, respectively, impacting continuing operations, including a non-cash goodwill impairment charge of $706 million in fiscal 2025 ($375 million for the Life Sciences and $331 million for the Specialty Additives reportable segments). Continuing operations was also impacted by unfavorable discrete tax items totaling $31 million in 2025 and favorable discrete items totaling $234 million and $44 million in 2024 and 2023, respectively, for various tax specific key items for uncertain tax positions, valuation allowances, restructuring and separation activity and tax reform related activity. The pre-tax key items impacting operating income (loss) totaled expense of $982 million, $273 million, and $52 million in fiscal 2025, 2024 and 2023, respectively. Excluding these key items, continuing operations, diluted earnings per share from continuing operations and operating income (loss) decreased from fiscal 2024 to 2025, driven by Portfolio Optimization actions, reduced volume, and lower pricing. This was partially offset by lower selling, administrative, research and development costs. The increase in income from continuing operations, diluted earnings per share from continuing operations and operating income (loss) from fiscal 2023 to 2024 was primarily due to deflationary raw materials offset by unfavorable pricing and lower volume. In addition, diluted earnings per share from continuing operations was also impacted by common share reductions from repurchases of Ashland common stock in the amount of $100 million in 2025, $380 million in 2024 and $300 million in 2023. These common stock repurchases reduced the number of weighted average shares from 54 million diluted shares in 2023 to 50 million diluted shares in 2024 and to 47 million diluted shares in 2025.

Ashland’s Adjusted EBITDA was $401 million for 2025 and $459 for both 2024 and 2023 (see U.S. GAAP reconciliation under “Use of Non-GAAP Financial Measures” below). Adjusted EBITDA decreased from fiscal 2024 to 2025 primarily due to Portfolio Optimization actions, reduced volume, and lower pricing. This was partially offset by lower selling, administrative, research and development costs. Adjusted EBITDA remained consistent from fiscal 2023 to 2024 primarily due to deflationary raw materials, unfavorable product mix and favorable foreign exchange currency, offset by unfavorable pricing and lower volume. Adjusted Diluted EPS from Continuing Operations (non-GAAP) Excluding Intangibles Amortization Expense was also impacted by these key factors along with the impact of common share repurchases noted above.

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

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 years ended September 30:

20252024
(In millions)202520242023changechange
Sales$1,824$2,113$2,191$(289)$(78)

The following table provides a reconciliation of the change in sales between fiscal years 2025 and 2024 and between fiscal years 2024 and 2023.

(In millions)2025 change2024 change
Sales change
Divestitures$(153)$(3)
Volume(98)1
Price/mix(46)(78)
Foreign currency exchange82
Change in sales$(289)$(78)

Sales for 2025 decreased $289 million, or 14%, compared to 2024. The decrease was driven by the unfavorable impact of divestitures, lower volume, and unfavorable pricing, which was partially offset by favorable foreign currency exchange. Portfolio optimization initiatives had an approximate $208 million impact on sales in the current year compared to the prior year, primarily within divestitures and volume caption changes.

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Sales for 2024 decreased $78 million, or 4%, compared to 2023 primarily from unfavorable pricing. Pricing was softer as compared to the prior year in a moderately deflationary raw material environment. CMC and MC portfolio optimization initiatives and the Nutraceuticals business sale reduced sales by approximately $30 million during fiscal year 2024.

20252024
(In millions)202520242023changechange
Cost of sales$1,275$1,495$1,523$(220)$(28)
Gross profit as a percent of sales30.1%29.2%30.5%

Fluctuations in cost of sales were impacted by product line and plant optimization costs in 2025 and 2024 and the effects of challenges in shipping and logistics in 2023. In addition, divestitures and other certain charges incurred relating to restructuring activities contributed to a significant impact in 2025.

The following table provides a reconciliation of the changes in cost of sales between fiscal years 2025 and 2024 and between fiscal years 2024 and 2023.

(In millions)2025 change2024 change
Cost of sales change
Divestiture$(123)$(2)
Volume(81)10
Operating costs(37)17
Foreign currency exchange53
Price/mix16(56)
Change in cost of sales$(220)$(28)

Cost of sales for 2025 decreased $220 million compared to 2024. The decrease was primarily driven by the favorable impact of divestitures, lower sales volume, and lower operating costs, partially offset by unfavorable pricing and unfavorable foreign exchange currency. The current year operating costs were affected by $41 million of accelerated depreciation for product line optimization activities at manufacturing facilities within the Life Sciences, Personal Care and Specialty Additives reportable segments and $22 million of other plant optimization costs while the prior year period included $57 million of accelerated depreciation for product line optimization activities at two Specialty Additives manufacturing plants and one Personal Care manufacturing plant, and $10 million of other plant optimization costs. Gross profit as a percentage of sales increased 0.9 percentage points primarily due to production volume recovery versus inventory corrective actions and decreased accelerated depreciation compared to the prior year period.

Cost of sales for 2024 decreased $28 million compared to 2023. Favorable product price/mix was the primary factor for the decrease. This decrease was partially offset by higher operating costs driven by higher unit manufacturing costs associated with decreased plant loading to produce to demand in the first half of fiscal 2024, $57 million of accelerated depreciation for product line optimization activities associated with two Specialty Additives manufacturing facilities and one Personal Care manufacturing facility, $10 million of other plant optimization costs, and higher volume compared to inventory control measures in the prior year. Gross profit as a percentage of sales decreased 1.3 percentage points primarily as a result of higher operating costs including higher unit manufacturing cost and product line optimization activities.

20252024
(In millions)202520242023changechange
Selling, general and administrative expense$344$404$365$(60)$39
As a percent of sales18.9%19.1%16.7%

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Selling, general and administrative expense for 2025 decreased $60 million compared to 2024, while expenses as a percent of sales decreased 0.2 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to 2024 were:


Expense of $22 million and $30 million comprised of key items for severance, lease abandonment and other restructuring costs during 2025 and 2024, respectively;


$34 million and $45 million in net environmental-related expenses during 2025 and 2024, respectively (see Note M of the Notes to Consolidated Financial Statements for more information);


$11 million capital project impairment charge in 2024;


A $5 million charge associated with the impact of a currency devaluation in Argentina during 2024;


A $4 million legal settlement during 2024;


A $3 million benefit related to domestic tax credits in 2025; and


Decreases associated with the following:

o
Lower variable compensation and stock based compensation expense;

o
The favorable impact of divestitures in the current year;

o
The realized cost reductions associated with restructuring actions ; and

o
Favorable foreign currency exchange of $2 million.

Selling, general and administrative expense for 2024 increased $39 million compared to 2023, while expenses as a percent of sales increased 2.4 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to 2023 were:


Expense of $30 million and $9 million comprised of key items for severance, lease abandonment and other restructuring costs during 2024 and 2023, respectively;


$45 million and $54 million in net environmental-related expenses during 2024 and 2023, respectively (see Note M of the Notes to Consolidated Financial Statements for more information);


$11 million capital project impairment charge in 2024 and a $4 million impairment charge in 2023 associated with the sale of a Specialty Additives manufacturing facility;


$12 million gain associated with ICMS Brazil tax credit in 2023;


A $5 million charge associated with the impact of a currency devaluation in Argentina during 2024;


A $4 million legal settlement during 2024; and


Increases associated with the following:

o
Higher variable compensation expense, partially offset by lower stock based compensation;

o
Higher salary, benefits and travel expenses of $10 million; and

o
Partially offset by favorable foreign currency exchange of $5 million.

20252024
(In millions)202520242023changechange
Research and development expense$54$55$51$(1)$4

Research and development expense decreased $1 million in 2025 compared to 2024 primarily due to lower compensation costs. In 2024, the $4 million increase compared to 2023 was primarily due to higher compensation costs.

M-6

20252024
(In millions)202520242023changechange
Intangibles amortization expense$63$76$93$(13)$(17)

Amortization expense decreased $13 million in 2025 compared to 2024 primarily due to the impact of fully amortized intangibles in prior periods and the impact of the Avoca business divested during 2025. Amortization expense decreased $17 million in 2024 compared to 2023 primarily due to the impact of fully amortized intangibles in prior periods and the impact of the Nutraceuticals business divested during 2024.

20252024
(In millions)202520242023changechange
Equity and other income$4$6$7$(2)$(1)

Equity and other income decreased in 2025 compared to 2024 primarily related to lower China financial cash subsidies in 2025. Equity and other income remained relatively consistent in 2024 compared to 2023.

20252024
(In millions)202520242023changechange
Goodwill impairment$706$$$706$

Ashland recorded a $706 million goodwill impairment charge in 2025. See Note G of the Notes to Consolidated Financial Statements for more information.

20252024
(In millions)202520242023changechange
Income (loss) on acquisitions and divestitures, net$(161)$(115)$6$(46)$(121)

Income (loss) on acquisitions and divestitures, net during 2025 primarily relates to a net $175 million impairment and sale of the Avoca business. In addition, Ashland recorded a pre-tax gain on sale of excess corporate real estate of $14 million during 2025. See Note B of the Notes to Consolidated Financial Statements for more information.

Income (loss) on acquisitions and divestitures, net during 2024 primarily relates to $107 million impairment charge and loss on sale associated with the divestiture of the Nutraceuticals business. In addition, a $7 million reserve for foreign VAT taxes was also recorded in 2024 associated with the divested Nutraceuticals business legal entities. See Note B of the Notes to Consolidated Financial Statements for more information.

Income (loss) on acquisitions and divestitures, net during 2023 primarily relates to a $7 million gain on the sale of excess corporate real estate.

20252024
(In millions)202520242023changechange
Net interest and other expense (income)
Interest expense$61$53$54$8$(1)
Interest income(5)(10)(12)52
Loss on the accounts receivable sale programs86323
Investment securities income(33)(75)(42)42(33)
Other financing costs223(1)
$33$(24)$6$57$(30)

Net interest and other expense (income) increased by $57 million during 2025 compared to 2024. Interest expense increased primarily related to lower capitalized interest on capital projects in 2025 while interest income decreased primarily due to the decrease in cash equivalents during the 2025 compared to 2024. Restricted investments gains of $33 million and $75 million included realized gains of $20 million compared to $60 million for 2025 and 2024, respectively. See Note E of the Notes to Consolidated Financial Statements for more information on the restricted investments.

Net interest and other expense (income) decreased by $30 million in 2024 compared to 2023. Interest expense and interest income remained primarily consistent to the prior year. Restricted investments gains of $75 million and $42 million included

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realized gains of $60 million compared to $29 million for 2024 and 2023, respectively. See Note E of the Notes to Consolidated Financial Statements for more information on the restricted investments.

20252024
(In millions)202520242023changechange
Other net periodic benefit loss$1$22$6$(21)$16

Other net periodic benefit expense during 2025 primarily included interest cost of $14 million offset by expected return on plan assets of $10 million and a $3 million gain on pension postretirement plan remeasurements.

Other net periodic benefit expense during 2024 primarily included interest cost of $16 million and a $14 million loss on pension postretirement plan remeasurements offset by expected return on plan assets of $8 million.

Other net periodic benefit expense during 2023 primarily included interest cost of $15 million offset by expected return on plan assets of $7 million and a $2 million gain on pension and other postretirement plan remeasurements.

20252024
(In millions)202520242023changechange
Income tax expense (benefit)$13$(223)$(8)$236$(215)
Effective tax rate(2)%929%(5)%

The 2025 effective tax rate was impacted by jurisdictional income mix, nondeductible goodwill impairment of $706 million, as well as unfavorable discrete items of $36 million primarily related changes in state and foreign tax activity and uncertain tax positions.

The 2024 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $231 million primarily related to changes in foreign tax activity and the tax impact of the Nutraceuticals business divestiture.

The 2023 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $49 million primarily related to uncertain tax positions.

Adjusted income tax expense

Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income (loss) and/or operating income (loss) 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 rates during 2025, 2024 and 2023 were significantly impacted by the following tax specific key items:


Uncertain tax position – Includes the impact from the settlement of uncertain tax positions with various tax authorities;


Valuation allowances – Includes the impact from the release of certain foreign tax credit valuation allowances;


Restructuring and separation activity – Includes the tax impact of the Nutraceuticals business divestiture and company-wide restructuring activities; and


Other and tax reform related activity – Includes miscellaneous state and foreign statute adjustments.

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The following table is a calculation of the effective tax rate, excluding the impact of these key items for the years ended September 30:

(In millions)202520242023
Income (loss) from continuing operations before income taxes$(809)$(24)$160
Key items (pre-tax)(a)95922721
Adjusted income from continuing operations before income taxes$150$203$181
Income tax expense (benefit)13(223)(8)
Income tax rate adjustments:
Tax effect of key items(b)62311
Tax specific key items:(c)
Uncertain tax positions(9)32
Valuation allowance(9)(5)6
Restructuring and separation activity115
Other and tax reform related activity(22)1336
Total income tax rate adjustments3126545
Adjusted income tax expense$44$42$37
Effective tax rate(2)%929%(5)%
Effective Tax Rate, Excluding Key Items (Non-GAAP)(d)29%20%21%

(a)
See Adjusted EBITDA reconciliation table disclosed below in this Management, Discussion and Analysis of Financial Condition and Results of Operation for a summary of the key items, before tax.

(b)
The tax rate specific to the jurisdiction in which the key item originates is used to calculate the tax effect of key items.

(c)
For additional information on the effect that these tax specific key items had on EPS, see the Adjusted Diluted EPS table disclosed below in this Management Discussion and Analysis of Financial Condition and Results of Operation.

(d)
Due to rounding conventions, the effective tax rate presented may not recalculate precisely based on the numbers disclosed within this table.

The following table provides a reconciliation of tax specific key items within the statutory federal income tax with the provision for income taxes summary disclosed in Note K of the Notes to Consolidated Financial Statements for the years ended September 30:

(In millions)202520242023
Tax effect of key items computed at applicable statutory rate(a)$62$31$1
Uncertain tax positions(9)32
Valuation allowance changes(9)(5)6
Basis difference on stock sale115
Tax law changes49
Non US restructuring(10)84
Deemed inclusions, foreign dividends and other restructuring(12)6
$31$265$45

(a)
The tax rate specific to the jurisdiction in which the key item originates is used to calculate the tax effect of key items.

20252024
(In millions)202520242023changechange
Income (loss) from discontinued operations, net of income taxes
Performance Adhesives$(2)$(2)$5$$(7)
Composites/Marl Facility(2)(1)2(1)
Asbestos-related litigation(13)(18)(5)5(13)
Water Technologies(4)4(4)
Distribution(10)(6)(4)(4)(2)
Valvoline2215(13)
$(23)$(30)$10$7$(40)

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In 2025, 2024 and 2023, the Performance Adhesives activity represents subsequent adjustments that were made in conjunction with the post-closing disputes and tax reserves.

Asbestos-related activity during 2025, 2024 and 2023 included after-tax net expense adjustments to the asbestos reserves and receivables including the adjustments for the annual update for each of these years.

The Valvoline activity within 2025, 2024 and 2023 primarily represents subsequent adjustments that were made in conjunction with post-closing disputes and the Tax Matters Agreement with Valvoline.

The activity for Water Technologies, Composites/Marl Facility and Distribution were primarily related to post-closing adjustments associated with environmental remediation reserves associated with these businesses.

See Note C of the Notes to Consolidated Financial Statements for more information related to discontinued operations.

Other comprehensive income (loss)

A comparative analysis of the components of other comprehensive income (loss) is provided below for the years ended September 30:

20252024
(In millions)202520242023changechange
Other comprehensive income (loss), net of tax
Unrealized translation gain$45$54$72$(9)$(18)
Unrealized gain (loss) on commodity hedges21(6)17
$47$55$66$(8)$(11)

Total other comprehensive income (loss), net of tax, decreased $8 million in 2025 as compared to 2024, as a result of the following components:


In 2025, the change in unrealized gain from foreign currency translation adjustments resulted in a gain of $45 million, compared to a gain of $54 million during 2024. The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars; and


In 2025, a $2 million unrealized gain on commodity hedges was recorded compared to a gain of $1 million during 2024. See Note E of the Notes to Consolidated Financial Statements for more information.

Total other comprehensive income (loss), net of tax, decreased $11 million in 2024 as compared to 2023 as a result of the following components:


In 2024, the change in unrealized gain from foreign currency translation adjustments resulted in a gain of $54 million, compared to a gain of $72 million during 2023. The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars; and


In 2024, a $1 million unrealized gain on commodity hedges was recorded compared to a loss of $6 million during 2023. See Note E of the Notes to Consolidated Financial Statements for more information.

Use of Non-GAAP Financial Measures

Ashland has included within this document the following non-GAAP financial 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 (loss) or cash flows from operating activities as a measure of operating performance or cash flows:

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA is defined as net income (loss), plus income tax expense (benefit), net interest and other expense (income), and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for discontinued operations and key items (including

M-10

remeasurement gains and losses related to pension and other postretirement plans). Adjusted EBITDA margin is Adjusted EBITDA divided by sales.

Management believes the use of EBITDA and Adjusted EBITDA measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income (loss) and operating income (loss). The adjustments Ashland makes to derive the non-GAAP financial measures of EBITDA and Adjusted EBITDA exclude items which may cause short-term fluctuations in net income (loss) and operating income (loss) 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 segments and provide continuity to investors for comparability purposes.

Adjusted Diluted Earnings Per Share (EPS)

Adjusted Diluted EPS is defined as income (loss) from continuing operations, adjusted for key items, net of tax, divided by the average outstanding diluted shares for the applicable period. The Adjusted Diluted EPS metric enables Ashland to demonstrate what effect key items have on EPS 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.

Adjusted Diluted Earnings Per Share (EPS) Excluding Intangibles Amortization Expense

The Adjusted Diluted EPS Excluding Intangible Amortization Expense is Adjusted Diluted EPS adjusted for intangibles amortization expense net of tax, divided by the average outstanding diluted shares for 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.

Free Cash Flow, Ongoing Free Cash Flow and Ongoing Free Cash Flow Conversion

Free Cash Flow is defined as operating cash flows less capital expenditures while Ongoing Free Cash Flow is operating cash flows less capital expenditures and certain other adjustments as applicable. Ongoing Free Cash Flow Conversion is Ongoing Free Cash Flow divided by Adjusted EBITDA. These Free Cash Flow metrics enable Ashland to provide a better indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Unlike cash flow provided by operating activities, Free Cash Flow and Ongoing Free Cash Flow includes the impact of capital expenditures from continuing operations and other significant items impacting cash flow, providing a more complete picture of current and future cash generation. Free Cash Flow, Ongoing Free Cash Flow, and Free Cash Flow Conversion are non-GAAP liquidity measures that Ashland believes provide useful information to management and investors about Ashland's ability to convert Adjusted EBITDA to Ongoing Free Cash Flow. These liquidity measures are used regularly by Ashland's stakeholders and industry peers to measure the efficiency at providing cash from regular business activity. Free Cash Flow, Ongoing Free Cash Flow, and Ongoing Free Cash Flow Conversion have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods.

Other disclosures on non-GAAP financial measures

Although Ashland may provide forward-looking guidance for Adjusted EBITDA, Adjusted Diluted EPS and Ongoing Free Cash Flow, Ashland is not reaffirming or providing forward-looking guidance for U.S. GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because

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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 financial 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 financial 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 financial 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 2022 Credit Agreement are based on similar non-GAAP financial measures and are defined further in the sections that reference this metric.

In accordance with U.S. GAAP, Ashland recognizes actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. Actuarial gains and losses occur when actual experience differs from the estimates used to allocate the change in value of pension and other postretirement benefit plans to expense throughout the year or when assumptions change, as they may each year. Significant factors that can contribute to the recognition of actuarial gains and losses include changes in discount rates used to remeasure pension and other postretirement obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets and other changes in actuarial assumptions, for example, the life expectancy of plan participants. Management believes Adjusted EBITDA, which includes the expected return on pension plan assets yet excludes both the actual return on pension plan assets and the impact of actuarial gains and losses, provides investors with a meaningful supplemental presentation of Ashland’s operating performance (see the Adjusted EBITDA reconciliation table for additional details on exact amounts included within this non-GAAP measure related to pension and other postretirement plans). Management believes these actuarial gains and losses are primarily financing activities that are more reflective of changes in current conditions in global financial markets (and in particular interest rates) that are not directly related to the underlying business. For further information on the actuarial assumptions and plan assets referenced above, see Note L of the Notes to Consolidated Financial Statements.

EBITDA and Adjusted EBITDA

EBITDA totaled loss of $601 million for 2025, and income of $142 million and $419 million for 2024 and 2023, respectively. EBITDA and Adjusted EBITDA results in the following table 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 financial 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.

These operating key items for the applicable periods are summarized as follows:


Goodwill impairment – Ashland recorded a non-cash goodwill impairment charge of $706 million within the goodwill impairment caption of the Statement of Consolidated Comprehensive Income (Loss) in 2025. See Note G of the Notes to Consolidated Financial Statements for more information;


Avoca business impairment and sale – During 2025, Ashland sold substantially all of the net assets of its Avoca business. As a result, Ashland recorded an impairment charge and gain on sale within the income (loss) on acquisitions and divestitures, net caption of the Statement of Consolidated Comprehensive Income (Loss) in 2025. See Note B of the Notes to Consolidated Financial Statements for more information;


Accelerated depreciation – As a result of product line optimization activities at manufacturing facilities within the Life Sciences, Specialty Additives and Personal Care reportable segments, Ashland recorded accelerated depreciation due to changes in the expected useful life of certain property, plant and equipment during 2025 and 2024. See Note D of the Notes to Consolidated Financial Statements for more information;

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Environmental reserve adjustments – Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. As a result of these activities, Ashland recorded adjustments during each year to its environmental remediation reserves and receivables primarily related to previously divested businesses or non-operational sites. See Note M of the Notes to Consolidated Financial Statements for more information;


Restructuring, separation and other costs – Ashland periodically implements company-wide and targeted 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 of the Notes to Consolidated Financial Statements for further information on the restructuring activities;


Other plant optimization costs – During 2025 and 2024, Ashland incurred inventory adjustment and production costs associated with product line optimization actions;


Nutraceuticals business impairment and sale – During 2024, Ashland sold substantially all of the net assets of its Nutraceuticals business. As a result, Ashland recorded an impairment charge and loss on sale within the income (loss) on acquisitions and divestitures, net caption of the Statements of Consolidated Comprehensive Income (Loss) in 2024 and post-closing adjustments in 2025. See Note B of the Notes to Consolidated Financial Statements for more information;


Asset impairments – Ashland recognized impairment charges to certain assets during 2024 and 2023. See Note D of the Notes to Consolidated Financial Statements for more information;


Nutraceuticals VAT reserve – During 2024, Ashland incurred a Value-Added Tax ("VAT") reserve associated with the sale of the Nutraceuticals business;


Argentina foreign currency devaluation – Following the enactment by the Argentina government of a 50% peso devaluation against the dollar, Ashland recorded a currency devaluation charge within the selling, general and administrative expense caption of the Statement of Consolidated Comprehensive Income (Loss) during 2024;


Legal settlement – During 2024, Ashland incurred $4 million in costs associated with a legal settlement;


ICMS Brazil tax credit – In 2017, the Federal Supreme Court of Brazil ruled in a leading case that a Brazil value-added tax (ICMS) should not be included in the base used to calculate a taxpayer's federal contribution on total revenue known as PIS/COFINS (2017 Decision). Following favorable court rulings from lawsuits previously filed by two of Ashland's Brazilian subsidiaries challenging the inclusion of ICMS in Ashland's calculation of PIS/COFINS, Ashland received acknowledgment from the Brazilian tax authorities that allows Ashland to begin the process to recover the taxes. See Note M of the Notes to Consolidated Financial Statements for more information;


Held for sale depreciation and amortization – Represents the depreciation and amortization for the Avoca business assets during fiscal 2025 and the Nutraceuticals business assets during fiscal 2024. See Note B of the Notes to Consolidated Financial Statements for more information;


Tax credit – During 2025, Ashland recorded a $3 million benefit related to domestic tax credits; and


Income on divestitures, net – Ashland recorded income of $14 million and $6 million during 2025 and 2023, respectively. The income was related to the pre-tax gains in connection with the sale of excess corporate property.

Non-operating key items affecting EBITDA

During the current and prior years, there were certain key items that were not included in operating income (loss) but were excluded to arrive at Adjusted EBITDA. These non-operating key items for the applicable periods are summarized as follows:


Loss (gain) on pension and other postretirement plan remeasurements – Ashland recognized actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and

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whenever a plan is determined to qualify for a remeasurement during a fiscal year. See Note L of the Notes to Consolidated Financial Statements for more information.

(In millions)202520242023
Net income (loss)$(845)$169$178
Income tax expense (benefit)13(223)(8)
Net interest and other financing expense (income)33(24)6
Depreciation and amortization(a)198220243
EBITDA(601)142419
Loss (income) from discontinued operations, net of income taxes2330(10)
Key items included in EBITDA:
Goodwill impairment706
Avoca business impairment and sale175
Accelerated depreciation4157
Environmental reserve adjustments344556
Restructuring, separation and other costs223010
Other plant optimization costs2210
Nutraceuticals business impairment and sale1107
Asset impairments114
Nutraceuticals VAT reserve7
Argentina currency devaluation impact5
Legal settlement4
ICMS Brazil tax credit(12)
Loss (gain) on pension and other postretirement plan remeasurements(b)(3)14(2)
Held for sale depreciation and amortization(2)(3)
Tax credit(3)
Income on divestitures, net(14)(6)
Total key items included in EBITDA97928750
Adjusted EBITDA(b)$401$459$459
Total key items included in EBITDA$979$287$50
Unrealized gains on securities(20)(60)(29)
Total key items, before tax$959$227$21

(a)
Depreciation and amortization excludes accelerated depreciation of $21 million for Life Sciences for fiscal 2025, $1 million and $2 million for Personal Care for fiscal 2025 and 2024, respectively, and $19 million and $55 million for Specialty Additives for fiscal 2025 and 2024, respectively, which is included as a key item within this table as a component of Adjusted EBITDA. Depreciation and amortization includes $2 million for Personal Care associated with the Avoca business assets for fiscal 2025 and $3 million for Life Sciences associated with the Nutraceuticals business assets for fiscal 2024, which is included as a key item within this table as a component of Adjusted EBITDA.

(b)
Includes $7 million during 2025, and $12 million each during 2024 and 2023, respectively, of net periodic pension and other postretirement expense recognized ratably through the fiscal year. These expenses are comprised of service cost, interest cost, expected return on plan assets, and amortization of prior service credit and are disclosed in further detail in Note L of the Notes to Consolidated Financial Statements.

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 (loss) and/or operating income (loss) 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 and Adjusted Diluted EPS from Continuing Operations Excluding Intangibles Amortization Expense in the following table have been prepared to illustrate these ongoing effects on Ashland’s operations. Management believes investors and analysts use this financial measure in assessing Ashland's business performance and that presenting this non-GAAP measure on a consolidated basis assists investors in better understanding Ashland’s ongoing business performance and enhancing their ability to compare period-to-period financial results.

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In addition to the operating key items previously described, additional non-operating key items for the applicable periods are summarized as follows:


Unrealized gains on securities – represents gains recognized on restricted investments related to the Asbestos trust and Environmental trust for each period. See Note E of the Notes to Consolidated Financial Statements for more information;


Uncertain tax positions – represents the impact from the settlement of uncertain tax positions with various tax authorities for fiscal 2025, 2024 and 2023;


Valuation allowance – represents the impact from the release of certain foreign tax credit valuation allowances;


Restructuring and separation activity – represents the tax impact of the held for sale classification for the Nutraceuticals business; and


Other and tax reform related activity – represents tax specific key items associated with foreign tax related activity for fiscal 2025 and 2024.

202520242023
Diluted EPS from continuing operations (as reported)$(17.74)$3.95$3.13
Key items, before tax:
Goodwill impairment15.22
Avoca business impairment and sale3.75
Accelerated depreciation0.891.14
Environmental reserve adjustments0.760.901.04
Restructuring, separation and other costs0.480.600.19
Other plant optimization costs0.480.20
Nutraceuticals business impairment and sale0.022.14
Asset impairments0.220.08
Nutraceuticals VAT reserve0.14
Argentina currency devaluation impact0.10
Legal settlement0.08
ICMS Brazil tax credit(0.22)
Loss (gain) on pension and other postretirement plan remeasurements(0.07)0.29(0.04)
Held for sale depreciation and amortization(0.04)(0.06)
Tax credit(0.07)
Income on divestitures, net(0.30)(0.11)
Unrealized gains on securities(0.42)(1.20)(0.54)
Key items, before tax20.704.550.40
Tax effect of key items(a)(1.37)(0.62)(0.02)
Key items, after tax19.333.930.38
Tax specific key items:
Uncertain tax positions0.18(0.60)
Valuation allowance0.210.10(0.12)
Restructuring and separation activity(2.30)
Other tax reform related activity0.48(2.66)(0.11)
Tax specific key items(b)0.69(4.68)(0.83)
Total key items20.02(0.75)(0.45)
Adjusted Diluted EPS from Continuing Operations (non-GAAP)$2.28$3.20$2.68
Amortization expense adjustment (net of tax)(c)1.101.251.39
Adjusted Diluted EPS from Continuing Operations (non-GAAP) Excluding Intangibles Amortization Expense$3.38$4.45$4.07

(a)
Represents the diluted EPS impact from the tax effect of the key items that are previously 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 tax specific key items. For additional explanation of these tax specific key items, see the income tax expense (benefit) discussion within the following caption review section.

(c)
Amortization expense adjustment (net of tax) tax rates were 20% for each of the fiscal years 2025, 2024 and 2023.

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RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW

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

Results of Ashland’s reportable segments are presented based on its management and internal accounting structure. The structure is specific to Ashland; therefore, the financial results of Ashland’s reportable segments are not necessarily comparable with similar information for other companies. Ashland allocates all significant costs to its reportable segments except for certain significant company-wide restructuring activities, certain corporate governance costs and other costs or activities that relate to former businesses that Ashland no longer operates. The service cost component of pension and other postretirement benefits costs is allocated to each reportable segment on a ratable basis; while the remaining components of pension and other postretirement benefits costs are recorded within the other net periodic benefit loss caption on the Statements of Consolidated Comprehensive Income (Loss). Ashland refines its expense allocation methodologies to the reportable segments from time to time as more refined information becomes available and the industry or market changes. Significant revisions to Ashland’s methodologies are adjusted for all reportable segments on a retrospective basis. There were no material changes in methodology for the years ended September 30, 2025, 2024 or 2023.

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The following table shows sales, operating income (loss), depreciation expense, amortization expense and EBITDA by reportable segment for the years ended September 30:

20252024
(In millions)202520242023changechange
Sales
Life Sciences$641$810$869$(169)$(59)
Personal Care577634598(57)36
Specialty Additives511572600(61)(28)
Intermediates137144185(7)(41)
Intersegment sales(a)(42)(47)(61)514
$1,824$2,113$2,191$(289)$(78)
Operating income (loss)
Life Sciences(b)$(262)$168$172$(430)$(4)
Personal Care(c)9073521721
Specialty Additives(d)(338)(32)10(306)(42)
Intermediates82950(21)(21)
Unallocated and Other(e)(273)(264)(112)(9)(152)
$(775)$(26)$172$(749)$(198)
Depreciation expense
Life Sciences(f)$57$38$41$19$(3)
Personal Care(g)303638(6)(2)
Specialty Additives(h)7511158(36)53
Intermediates121313(1)
Unallocated and Other
$174$198$150$(24)$48
Amortization expense
Life Sciences$18$23$28$(5)$(5)
Personal Care354347(8)(4)
Specialty Additives91018(1)(8)
Intermediates11
Unallocated and Other
$63$76$93$(13)$(17)
EBITDA(i)
Life Sciences$(187)$229$241$(416)$(12)
Personal Care155152137315
Specialty Additives(254)8986(343)3
Intermediates214263(21)(21)
Unallocated and Other(273)(264)(112)(9)(152)
$(538)$248$415$(786)$(167)

(a)
Intersegment sales from Intermediates are accounted for at prices that approximate market value. All other intersegment sales are accounted for at cost.

(b)
Includes goodwill impairment of $375 million for Life Sciences in 2025.

(c)
Includes a capital project impairment charge of $11 million for Personal Care in 2024.

(d)
Includes goodwill impairment of $331 million in 2025 and a $4 million impairment charge related to a facility in 2023 for Specialty Additives.

(e)
Includes a $8 million gain on sale and a $183 million impairment charge related to the divestiture of the Avoca business in 2025, and a $8 million loss on sale and a $99 million impairment charge related to the divestiture of the Nutraceuticals business in 2024 within the income (loss) on acquisitions and divestitures, net.

(f)
Depreciation includes accelerated depreciation of $21 million for Life Sciences in 2025.

(g)
Depreciation includes accelerated depreciation of $1 million and $2 million for Personal Care in 2025 and 2024, respectively.

(h)
Depreciation includes accelerated depreciation of $19 million and $55 million for Specialty Additives in 2025 and 2024, respectively.

(i)
Excludes income (loss) from discontinued operations, net of income taxes and other net periodic benefit loss. See the Statements of Consolidated Comprehensive Income (Loss) for applicable amounts excluded.

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Life Sciences

Life Sciences is comprised of pharmaceuticals, nutrition, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals. Pharmaceutical solutions include controlled release polymers, disintegrants, tablet coatings, thickeners, solubilizers and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and binding structured foods. Customers include pharmaceutical, food, beverage, hospitals and radiologists manufacturers. The Nutraceuticals business was sold in August 2024. See Note B of the Notes to Consolidated Financial Statements for more information.

The following table provides a reconciliation of the change in sales for Life Sciences between fiscal years 2025 and 2024 and between fiscal years 2024 and 2023.

(In millions)2025 change2024 change
Sales change
Divestiture$(109)$
Volume(40)(46)
Price/mix(21)(14)
Foreign Currency11
$(169)$(59)

The following table provides a reconciliation of the change in operating income (loss) for Life Sciences between fiscal years 2025 and 2024 and between fiscal years 2024 and 2023.

(In millions)2025 change2024 change
Operating income (loss) change
Goodwill impairment$(375)$
Cost(21)8
Price/mix(20)4
Volume(9)(20)
Divestiture(7)
Foreign Currency24
$(430)$(4)

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 financial measures is defined as follows: EBITDA (operating income (loss) plus depreciation and amortization), Adjusted EBITDA (EBITDA adjusted for key items as applicable), and Adjusted EBITDA margin (Adjusted EBITDA divided by sales). Ashland does not allocate items to each reportable segment below operating income (loss), such as interest expense and income taxes. As a result, reportable segment EBITDA and Adjusted EBITDA are reconciled directly to operating income (loss) since it is the most directly comparable Statements of Consolidated Comprehensive Income (Loss) caption.

The following EBITDA presentation for the years ended September 30, 2025, 2024 and 2023, is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Life Sciences. There were key items for the years ended September 30, 2025, 2024 and 2023. These items are listed below and described within the "Use of Non-GAAP Financial Measures" section above.

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20252024
(In millions)202520242023changechange
Operating income (loss)$(262)$168$172$(430)$(4)
Depreciation and amortization(a)546469(10)(5)
EBITDA(208)232241(440)(9)
Goodwill impairment375375
Accelerated depreciation2121
Other plant optimization costs55
Restructuring and other costs4(4)
Environmental reserve adjustments12(1)(1)
Held for sale depreciation and amortization(3)3(3)
Adjusted EBITDA$193$230$247$(37)$(17)
Operating income (loss) as a percent of sales-40.9%20.7%19.8%Not meaningful90 bps
Adjusted EBITDA as a percent of sales30.1%28.4%28.4%170 bps0 bps

(a)
Depreciation and amortization for Life Sciences excludes accelerated depreciation of $21 million in 2025 and includes $3 million associated with the Nutraceuticals business held for sale assets in 2024 which is included as a key item within this table as a component of Adjusted EBITDA.

2025 compared to 2024

Life Sciences' sales, operating income (loss) and Adjusted EBITDA decreased in 2025 primarily due to the divestiture of the Nutraceuticals business, lower volume, and unfavorable pricing, partially offset by favorable foreign currency exchange. Operating income (loss) for 2025 also included a goodwill impairment charge of $375 million and higher costs of $26 million for portfolio optimization activities.

2024 compared to 2023

Life Sciences' sales decreased in 2024 due to lower volume and pricing, while operating income and Adjusted EBITDA decreased in 2024 due to lower volume partially offset by favorable product price/mix, deflationary raw materials, and favorable foreign currency exchange. The CMC portfolio optimization initiative and the Nutraceuticals business sale had an approximate $12 million negative sales impact during the year.

Personal Care

Personal Care is comprised of biofunctionals, microbial protectants (preservatives), skin care, sun care, oral care, hair care and household solutions. These businesses have a broad range of natural, nature-derived, biodegradable, and high-performance 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. Personal Care 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. The Avoca business was sold in March 2025. See Note B of the Notes to Consolidated Financial Statements for more information.

The following table provides a reconciliation of the change in sales for Personal Care between fiscal years 2025 and 2024 and between fiscal years 2024 and 2023.

(In millions)2025 change2024 change
Sales change
Divestiture$(44)$
Price/mix(9)(6)
Volume(8)42
Foreign Currency4
$(57)$36

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The following table provides a reconciliation of the change in operating income for Personal Care between fiscal years 2025 and 2024 and between fiscal years 2024 and 2023.

(In millions)2025 change2024 change
Operating income change
Costs$26$(7)
Foreign Currency24
Price/mix(9)10
Volume(1)14
Divestiture (site closure)(1)
$17$21

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2025, 2024 and 2023, is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Personal Care. There were key items for the years ended September 30, 2025, 2024 and 2023. These items are listed below and described within the "Use of Non-GAAP Financial Measures" section above.

20252024
(In millions)202520242023changechange
Operating income$90$73$52$17$21
Depreciation and amortization(a)667785(11)(8)
EBITDA156150137613
Other plant optimization costs3121
Accelerated depreciation12(1)2
Held for sale depreciation and amortization(2)(2)
Asset impairment11(11)11
Adjusted EBITDA$158$164$137$(6)$27
Operating income as a percent of sales15.6%11.5%8.7%410 bps280 bps
Adjusted EBITDA as a percent of sales27.4%25.9%22.9%150 bps300 bps

(a)
Depreciation and amortization for Personal Care includes $2 million associated with the Avoca business assets in 2025 and excludes accelerated depreciation of $1 million in 2025 and $2 million in 2024, which is included as a key item within this table as a component of Adjusted EBITDA.

2025 compared to 2024

Personal Care's sales and Adjusted EBITDA decreased in 2025 primarily due to lower volume, including the divestiture of the Avoca business and other portfolio optimization actions, and unfavorable price/mix, partially offset by lower costs and favorable foreign exchange currency. Operating income increased due to lower costs and favorable foreign exchange currency, partially offset by unfavorable price/mix.

2024 compared to 2023

Personal Care's sales increased in 2024 primarily due to higher volume partially offset by unfavorable pricing. Sales growth for Personal Care reflects improved demand in most regions for skin care and hair care. Personal Care’s globalization initiatives for biofunctionals and microbial protection also contributed to sales growth. As expected, oral care sales were adversely impacted by order timing with a key customer. Operating income and Adjusted EBITDA increased primarily due to higher volume, favorable product mix and foreign currency exchange, partially offset by higher cost including $11 million for a capital impairment charge and $2 million of accelerated depreciation for product line optimization activities associated with a manufacturing facility. The CMC portfolio optimization initiative had an approximate $7 million negative sales impact during the year.

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Specialty Additives

Specialty Additives is comprised of rheology and performance-enhancing additives serving the architectural 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, but are not limited to, global paint manufacturers, electronics and automotive manufacturers, textile mills, the construction industry and welders.

The following table provides a reconciliation of the change in sales for Specialty Additives between fiscal years 2025 and 2024 and between fiscal years 2024 and 2023.

(In millions)2025 change2024 change
Sales change
Volume$(56)$6
Price/mix(7)(32)
Foreign Currency21
Divestiture(3)
$(61)$(28)

The following table provides a reconciliation of the change in operating income for Specialty Additives between fiscal years 2025 and 2024 and between fiscal years 2024 and 2023.

(In millions)2025 change2024 change
Operating income (loss) change
Goodwill impairment$(331)$
Price/mix(10)(9)
Volume(10)1
Foreign Currency(1)1
Costs46(34)
Divestiture(1)
$(306)$(42)

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2025, 2024 and 2023 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 Specialty Additives. There were key items for the years ended September 30, 2025, 2024 and 2023. These items are listed below and described within the "Use of Non-GAAP Financial Measures" section above.

M-21

20252024
(In millions)202520242023changechange
Operating income (loss)$(338)$(32)$10$(306)$(42)
Depreciation and amortization(a)656676(1)(10)
EBITDA(273)3486(307)(52)
Goodwill impairment331331
Accelerated depreciation1955(36)55
Other plant optimization costs15969
Environmental reserve adjustments2141(3)
Asset impairment4(4)
Adjusted EBITDA$94$99$94$(5)$5
Operating income (loss) as a percent of sales-66.1%-5.6%1.7%Not meaningful-730 bps
Adjusted EBITDA as a percent of sales18.4%17.3%15.7%110 bps160 bps

(a)
Depreciation and amortization for Specialty Additives excludes accelerated depreciation of $19 million and $55 million in 2025 and 2024, respectively, which is included as a key item within this table as a component of Adjusted EBITDA.

2025 compared to 2024

Specialty Additives sales and EBITDA in 2025 decreased primarily due to lower volume and unfavorable price/mix partially offset by favorable foreign exchange currency. Operating income (loss) and Adjusted EBITDA in 2025 decreased primarily due to lower volume and unfavorable price/mix partially offset by lower costs, including the effects of portfolio optimization activities and accelerated depreciation. Operating income (loss) for 2025 included a goodwill impairment charge of $331 million.

2024 compared to 2023

Specialty Additives' sales in 2024 decreased primarily due to unfavorable pricing, while operating income (loss) and EBITDA decreased primarily due to higher costs, including $55 million of accelerated depreciation and $9 million of other costs for product line optimization activities associated with two Specialty Additives manufacturing facilities, and unfavorable price/mix partially offset by higher volume and favorable foreign currency exchange. The unfavorable pricing was primarily in coatings with the largest impact related to China. The CMC and MC portfolio optimization initiatives had an approximate $11 million negative sales impact during the year.

Intermediates

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

The following table provides a reconciliation of the change in sales for Intermediates between fiscal years 2025 and 2024 and between fiscal years 2024 and 2023.

(In millions)2025 change2024 change
Sales change
Price/mix$(15)$(34)
Volume7(7)
Foreign Currency1
$(7)$(41)

M-22

The following table provides a reconciliation of the change in operating income for Intermediates between fiscal years 2025 and 2024 and between fiscal years 2024 and 2023.

(In millions)2025 change2024 change
Operating income change
Price/mix$(23)$(27)
Cost(1)10
Volume3(4)
$(21)$(21)

EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2025, 2024 and 2023 is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Intermediates. Intermediates had no key items for the years ended September 30, 2025, 2024 and 2023.

20252024
(In millions)202520242023changechange
Operating income$8$29$50$(21)$(21)
Depreciation and amortization131313
EBITDA214263(21)(21)
Operating income as a percent of sales5.8%20.1%27.0%-1430 bps-690 bps
EBITDA as a percent of sales15.3%29.2%34.1%-1390 bps-490 bps

2025 compared to 2024

Intermediates' sales, operating income and EBITDA for 2025 decreased primarily due to unfavorable price/mix partially offset by higher volume.

2024 compared to 2023

Intermediates' sales, operating income and EBITDA for 2024 decreased primarily due to unfavorable pricing and lower volume, partially offset by lower costs.

Unallocated and other

The following table summarizes the key components of the Unallocated and other's operating income (loss) for each of the years ended September 30:

20252024
(In millions)202520242023changechange
Restructuring activities$(22)$(30)$(9)$8$(21)
Environmental expenses(32)(43)(49)116
ICMS Brazil tax credit12(12)
Income (loss) on acquisitions and divestitures, net(161)(115)6(46)(121)
Argentina currency devaluation impact(5)5(5)
Tax credit33
Other expenses (primarily governance and legacy expenses)(61)(71)(72)101
Total expense$(273)$(264)$(112)$(9)$(152)

Unallocated and other included expense of $273 million, $264 million and $112 million for 2025, 2024 and 2023, respectively. The charges for restructuring activities of $22 million, $30 million and $9 million during 2025, 2024 and 2023, respectively, were primarily comprised of severance, lease abandonment and other restructuring costs related to company-wide cost reduction programs.

M-23

Environmental expenses of $32 million, $43 million and $49 million during 2025, 2024 and 2023, respectively, primarily driven by specific remediation site reserve increases during the period.

The remaining items included: loss on divestitures of $161 million (primarily related to the $183 million impairment of the Avoca business, $8 million pre-tax gain on the final sale of the Avoca business, and $14 million gain on sale of a property) and a tax credit of $3 million in 2025, expense of $5 million related to the devaluation of the currency in Argentina and loss on divestiture of $115 million (primarily related to the $107 million impairment charge and loss on sale associated with the Nutraceuticals business as well as a $7 million charge related to Nutraceutical VAT reserves) in 2024, and income of $6 million on acquisitions and divestitures related to excess corporate property sales and income of $12 million for ICMS tax credits in Brazil in 2023.

Other expenses between periods were driven by increases and decreases in governance and legacy expenses associated with foreign currency, deferred compensation, stock compensation and incentive compensation.

M-24

FINANCIAL POSITION

Liquidity

Ashland had $215 million in cash and cash equivalents as of September 30, 2025, of which $194 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 withholding 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 and cash equivalents position and preserve financial flexibility. At September 30, 2025, Ashland has total remaining borrowing capacity of $596 million available under the Revolving Credit Facility. Ashland had no available liquidity under the U.S. and Foreign Accounts Receivable Sales Program, as of September 30, 2025. Ashland has no maturities related to revolving credit facilities or bonds until fiscal 2027.

On October 19, 2023, Ashland entered, through an Ireland based, wholly-owned, bankruptcy-remote consolidated special purpose entity (SPE), into a three-year agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of certain wholly-owned Ashland subsidiaries (Foreign Accounts Receivable Sales Program) primarily in Europe. Under the agreement, Ashland can transfer whole receivables up to a limit established by the buyer, which is currently set at a maximum of €125 million subject to other limitations as applicable. Ashland accounts for receivables transferred to buyers as part of this agreement as sales. See Note H of the Notes to Consolidated Financial Statements for more information on the Foreign Accounts Receivables Sale Program.

During April 2024, Ashland authorized a financing program offered through JP Morgan and Taulia Alliance. Under this program, JP Morgan and its affiliates may purchase certain confirmed receivables directly from suppliers pursuant to the terms of a separate arrangement entered into between JPMorgan and Taulia Alliance and such suppliers. There were no changes to Ashland's standard payment terms with its suppliers in connection with this program. Ashland provides no guarantees to JP Morgan and Taulia Alliance under this program. The program was implemented during June 2025 and has been actively offered to suppliers. As of September 30, 2025, participation in the program was not significant. There were less than $1 million of confirmed invoices under this program for the year ended September 30, 2025.

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.

Ashland’s cash flows from operating, investing and financing activities, as reflected in the Statements of Consolidated Cash Flows, are summarized as follows, for the years ended September 30:

(In millions)202520242023
Cash provided (used) by:
Operating activities from continuing operations$134$462$294
Investing activities from continuing operations(3)(51)(109)
Financing activities from continuing operations(179)(479)(371)
Discontinued operations(40)(51)(51)
Effect of currency exchange rate changes on cash and cash equivalents328
Net decrease in cash and cash equivalents$(85)$(117)$(229)

Ashland paid income taxes of $33 million during 2025 compared to $53 million in 2024 and $63 million in 2023 (of which $16 million related to discounted operations). Cash receipts for interest income were $5 million in 2025, $10 million in 2024, and $12 million in 2023, respectively, while cash payments for interest expense amounted to $54 million in 2025, $52 million in 2024 and $53 million in 2023.

M-25

Operating activities

The following summarizes the cash flows associated with Ashland’s operating activities for the years ended September 30:

(In millions)202520242023
Cash flows provided by operating activities from continuing operations
Net income (loss)$(845)$169$178
Loss (income) from discontinued operations, net of income taxes2330(10)
Adjustments to reconcile income (loss) from continuing operations to cash flows from operating activities
Depreciation and amortization237274243
Original issue discount and debt issuance cost amortization766
Deferred income taxes73(302)(32)
Gain from sales of property and equipment(16)(1)
Stock based compensation expense141522
Benefit (loss) from excess tax deduction on stock based compensation(3)2
Income from restricted investments(33)(74)(43)
Loss (income) on acquisitions and divestitures, net177107(7)
Goodwill impairment706
Asset impairments114
Pension contributions(12)(15)(8)
Loss (gain) on pension and other postretirement plan remeasurements(3)14(2)
Change in operating assets and liabilities(a)(191)227(58)
Total cash flows provided by operating activities from continuing operations$134$462$294

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

Operating Activities - Operating Assets and Liabilities

The cash results during each year were primarily driven by net income (loss), excluding discontinued operation results, adjusted for certain non-cash items including depreciation and amortization (including debt issuance cost amortization), income (loss) on acquisitions and divestitures, net as well as changes in working capital, which are fluctuations within accounts receivable, inventory, trade payables and accrued expenses.

The following details certain changes in key operating assets and liabilities for the years ended September 30:

(In millions)202520242023
Cash flows from assets and liabilities(a)
Accounts receivable$(3)$96$58
Inventories(28)79(7)
Trade and other payables(63)56(112)
Other assets and liabilities(97)(4)3
Change in operating assets and liabilities$(191)$227$(58)

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

M-26

Changes in net working capital accounted for outflows of $94 million in 2025, inflows of $231 in 2024, and outflows of $61 million in 2023, and were driven by the following:


Accounts receivable – Changes in accounts receivable resulted in outflows of $3 million, and inflows of $96 million and $58 million in 2025, 2024 and 2023, respectively. The U.S. Accounts Receivable Sales Program contributed to outflows of $12 million, inflows of $1 million, and outflows of $40 million 2025, 2024 and 2023, respectively. The Foreign Accounts Receivable Sales Program contributed to outflows of $6 million and inflows of $104 million in 2025 and 2024, respectively. Sales volumes in each period and activity from the U.S. and Foreign Accounts Receivable Sales Program were the main drivers of changes between periods.


Inventory – Changes in inventory resulted in cash outflows of $28 million in 2025, inflows of $79 million in 2024 and outflows of $7 million in 2023 and were primarily driven by inventory production levels and volumes.


Trade and other payables – Changes in trade and other payables resulted in cash outflows of $63 million in 2025, cash inflows of $56 million in 2024, and outflows of $112 million in 2023, respectively, and primarily related to restructuring activity, divestitures and the timing of certain other payments, most notably lower incentive plan payments for 2023 paid in 2024.

The remaining cash outflows of $97 million and $4 million, and inflows of $3 million in 2025, 2024 and 2023, respectively, 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 such as payments associated with environmental remediation. 2025 includes the impact of refundable income taxes recorded within the current year that will be received in early fiscal 2026 in the amount of $103 million.

Investing activities

The following summarizes the cash flows associated with Ashland’s investing activities for the years ended September 30:

(In millions)202520242023
Cash flows provided (used) by investing activities from continuing operations
Additions to property, plant and equipment$(98)$(137)$(170)
Proceeds from disposal of property, plant and equipment1611
Proceeds from sale or restructuring of operations1626
Proceeds from settlement of company-owned life insurance contracts1216
Company-owned life insurance payments(5)(5)(5)
Funds restricted for specific transactions(8)(5)(9)
Reimbursement from restricted investments627958
Proceeds from sale of securities565347
Purchase of securities(54)(53)(47)
Other investing cash flows(10)
Total cash flows used by investing activities from continuing operations$(3)$(51)$(109)

The significant cash investing activities for 2025 primarily related to cash outflows of $98 million for capital expenditures and $8 million restricted for investment trust purposes for environmental remediation. Additionally, there were inflows of $16 million from proceeds from the sale of the Avoca business, $16 million of proceeds from the sale of land property, $12 million of proceeds from settlement of company-owned life insurance contracts and reimbursements of $62 million from the restricted renewable annual investment trusts.

The significant cash investing activities for 2024 primarily related to cash outflows of $137 million for capital expenditures, $10 million for lease asset acquisition and $5 million restricted for investment trust purposes for environmental remediation. Additionally, there were inflows of $26 million from the sale of the Nutraceuticals business and reimbursements of $79 million from the restricted renewable annual investment trusts.

The significant cash investing activities for 2023 primarily related to cash outflows of $170 million for capital expenditures and $9 million restricted for investment trust purposes for environmental remediation. Additionally, there were inflows of $11 million from the disposal of excess corporate property, which were used to provide additional funding to the environmental trust, and reimbursements of $58 million from the restricted renewable annual investment trusts.

M-27

Financing activities

The following summarizes the cash flows associated with Ashland’s financing activities for the years ended September 30:

(In millions)202520242023
Cash flows provided (used) by financing activities from continuing operations
Proceeds from (repayment of) short-term debt(16)16
Repurchase of common stock(100)(380)(300)
Cash dividends paid(76)(78)(76)
Stock based compensation employee withholding taxes paid in cash(3)(5)(11)
Total cash flows used by financing activities from continuing operations$(179)$(479)$(371)

Significant cash financing activities for 2025 included outflows of $100 million for common stock repurchases and cash dividends paid of $1.64 per share, for a total of $76 million. See Note N of the Notes to Consolidated Financial Statements for additional information.

Significant cash financing activities for 2024 included outflows of $380 million for common stock repurchases, short-term debt repayment of $16 million, and cash dividends paid of $1.58 per share, for a total of $78 million. See Note N of the Notes to Consolidated Financial Statements for additional information.

Significant cash financing activities for 2023 included outflows of $300 million for common stock repurchases and cash dividends paid of $1.44 per share, for a total of $76 million. See Note N of the Notes to Consolidated Financial Statements for additional information.

Cash provided (used) by discontinued operations

The following summarizes the cash flows associated with Ashland’s discontinued operations for the years ended September 30:

(In millions)202520242023
Cash provided (used) by discontinued operations
Operating cash flows$(40)$(51)$(51)
Total cash provided (used) by discontinued operations$(40)$(51)$(51)

Cash outflows for discontinued operations in 2025, 2024 and 2023 primarily related to retained liabilities for asbestos and environmental claims directly related to divested businesses that have qualified as discontinued operations. Asbestos net payments were $36 million, $39 million and $42 million in 2025, 2024 and 2023, respectively. Environmental net payments were $4 million, $6 million and $7 million, respectively. The remaining net cash outflows in each period primarily relate to tax and other post closing adjustments.

M-28

Free Cash Flow and other liquidity resources

The following represents Ashland’s calculation of Free Cash Flow and Ongoing Free Cash Flow for the periods presented. Free Cash Flow does not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments.

Years Ended September 30
(In millions)202520242023
Total cash flows provided by operating activities from continuing operations$134$462$294
Less:
Additions to property, plant and equipment(98)(137)(170)
Free Cash Flow36325124
Cash (inflows) outflows from U.S. Accounts Receivable Sales Program(a)12(1)40
Cash (inflows) outflows from Foreign Accounts Receivable Sales Program(b)6(104)
Restructuring-related payments(c)34148
Environmental and related litigation payments(d)393645
Ongoing Free Cash Flow$127$270$217
Net income (loss)(845)169178
Adjusted EBITDA(e)401459459
Operating Cash Flow Conversion(f)Not meaningful273%165%
Ongoing Free Cash Flow Conversion(g)32%59%47%

(a)
Represents activity associated with the U.S. Accounts Receivable Sales Program impacting each period presented.

(b)
Represents activity associated with the Foreign Accounts Receivable Sales Program impacting each period presented.

(c)
Restructuring payments incurred during each period.

(d)
Represents cash outflows associated with environmental and related litigation payments which will be reimbursed by the environmental trust.

(e)
See Adjusted EBITDA reconciliation.

(f)
Operating Cash Flow Conversion is defined as Cash flows provided by operating activities from continuing operations divided by net income (loss).

(g)
Ongoing Free Cash Flow Conversion is defined as Ongoing Free Cash Flow divided by Adjusted EBITDA.

Working capital (current assets minus current liabilities, excluding long-term debt due within one year) amounted to $782 million and $705 million as of September 30, 2025 and 2024, respectively. The $77 million increase in working capital was driven by a higher trade working capital (accounts receivable and inventories minus trade and other payables and accrued expenses and other liabilities), including sales of foreign accounts receivables under the Foreign Accounts Receivable Sales Program, and other assets, partially offset by a reduction in cash and cash equivalent. The $143 million decrease in Ongoing Free Cash Flows between periods was primarily a result of increased trade working capital compared to the prior year. Liquid assets (cash, cash equivalents and accounts receivable) amounted to 108% and 111% of current liabilities as of September 30, 2025 and 2024, respectively.

The following summary reflects Ashland’s cash, cash equivalents, investment securities and unused borrowing capacity as of:

September 30
(In millions)202520242023
Cash, cash equivalents and investment securities
Cash and cash equivalents$215$300$417
Restricted investments(a)347368367
Unused borrowing capacity
Revolving credit facility$596$596$594
2018 accounts receivable securitization (foreign)NANA104
U.S Accounts Receivable Sales Program
Foreign Accounts Receivable Sales Program

(a)
Includes $231 million, $248 million and $243 million related to the Asbestos trust and $116 million, $120 million and $124 million related to the Environmental trust as of September 30, 2025, 2024 and 2023 respectively.

M-29

The borrowing capacity remaining under the 2022 Credit Agreement was $596 million, which reflects the full $600 million Revolving Credit Facility less a reduction of $4 million for letters of credit outstanding at September 30, 2025. In total, Ashland’s available liquidity position, which includes cash and cash equivalents, the revolving credit facility, and accounts receivable securitization facilities, was $811 million at September 30, 2025, $896 million at September 30, 2024, and $1,115 million at September 30, 2023. Ashland had zero available liquidity under the U.S. and Foreign Accounts Receivable Sales Program as of September 30, 2025. Ashland also maintained $347 million of restricted investments at September 30, 2025 to pay for future asbestos claims and environmental remediation and related litigation.

Capital resources

Debt

The following summary reflects Ashland’s debt as of:

September 30
(In millions)20252024
Short-term debt$$
Long-term debt (less debt issuance cost discounts)(a)1,3841,349
Total debt$1,384$1,349

(a)
Includes $10 million and $12 million of debt issuance cost discounts as of September 30, 2025 and 2024, respectively.

Ashland continues to maintain the 2022 Credit Agreement which provides for a $600 million five-year revolving credit facility. Proceeds of borrowings under the 2022 Revolving Credit Facility provide ongoing working capital and are used for other general corporate purposes.

Debt as a percent of capital employed was 42% at September 30, 2025 and 32% at September 30, 2024. At September 30, 2025, Ashland’s total debt had an outstanding principal balance of $1,419 million, discounts of $25 million and debt issuance costs of $10 million. Ashland has no long-term debt (excluding debt issuance costs) maturing within the next year, $4 million due in fiscal 2027, $586 million due in fiscal 2028, $97 million in 2029, and zero in 2030.

Credit Agreements and Refinancing

2022 Credit Agreement

During July 2022, Ashland, through two of its subsidiaries, enacted an amendment to the 2020 credit agreement. The amended credit agreement (the 2022 Credit Agreement) provides for a $600 million five-year revolving credit facility (the 2022 Revolving Credit Facility). The 2022 Credit Agreement and the obligations of Ashland Services B.V. under the 2022 Revolving Credit Facility are guaranteed by Ashland.

At Ashland’s option, loans issued under the 2022 Credit Agreement will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR or an alternate base rate and (b) in the case of loans denominated in Euros, EURIBOR, in each case plus the applicable interest rate margin. Loans will initially bear interest at Term SOFR or EURIBOR plus 1.250% per annum, in the case of Term SOFR borrowings or EURIBOR borrowings, respectively, or at the alternate base rate plus 0.250% per annum, in the case of alternate base rate borrowings, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between Term SOFR or EURIBOR plus 1.250% per annum and Term SOFR or EURIBOR plus 1.750% per annum (or between the alternate base rate plus 0.250% per annum and the alternate base rate plus 0.750% per annum), based upon the Consolidated Net Leverage Ratio (as defined in the 2022 Credit Agreement) at such time. Term SOFR borrowings are subject to a credit spread adjustment of 0.10% per annum. In addition, the Company will initially be required to pay fees of 0.125% per annum on the daily unused amount of the 2022 Revolving Credit Facility through and including the date of delivery of a quarterly compliance certificate, and thereafter the fee rate will fluctuate between 0.125% and 0.275% per annum, based upon the Consolidated Net Leverage Ratio. Borrowings under the 2022 Credit Agreement may be prepaid at any time without premiums.

The 2022 Credit Agreement contains financial covenants for leverage and interest coverage ratios akin to those in effect under the 2020 Credit Agreement. The 2022 Credit Agreement contains usual and customary representations, warranties and

M-30

affirmative and negative covenants, including financial covenants for leverage and interest coverage ratios, limitations on liens, additional indebtedness, further negative pledges, investments, mergers, sale of assets and restricted payments, and other customary limitations.

Debt repayments and repurchases

Cash repatriation

During 2025 and 2024, Ashland repatriated approximately $403 million and $305 million, respectively, in cash.

Accounts receivable facilities and off-balance sheet arrangements

U.S. accounts receivable sales program

On March 17, 2021, a wholly-owned, bankruptcy-remote special purpose entity and consolidated Ashland subsidiary (SPE) entered into an agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of two other U.S. based Ashland subsidiaries. On April 14, 2023, Ashland entered into Second and Third Amendments associated with this current program, whereby the scheduled termination date was extended to April 14, 2025 and the buyer's limits were reduced to allow for transfer of whole receivables up to a limit set at $115 million between February and October of each year and up to $100 million all other times (a level 1 fair value measurement). On September 13, 2024, Ashland entered into a Fourth Amendment associated with this current program, whereby the scheduled termination date was extended to September 11, 2026 and the buyer's limits were reduced to allow for transfer of whole receivables up to a limit set at $80 million between September 13, 2024 to (and including) December 31, 2024 and up to $70 million from January 1, 2025 through the termination date of the agreement. Ashland’s continuing involvement is limited to servicing the accounts receivable, including billing, collections and remittance of payments to the buyers as well as a limited guarantee on over-collateralization.

Ashland determined that any accounts receivable transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership. Ashland received a true sale at law and non-consolidation opinions to support the legal isolation of these accounts receivable. Ashland accounts for the accounts receivable transferred to buyers as sales. Ashland recognizes any gains or losses based on the excess of proceeds received net of buyer’s discounts and fees compared to the carrying value of the assets. Proceeds received, net of buyer’s discounts and fees, are recorded within the operating activities of the Statements of Consolidated Cash Flows. Losses on sale of assets, including related transaction expenses are recorded within the net interest and other expense (income) caption of the Statements of Consolidated Comprehensive Income (Loss). Ashland regularly assesses its servicing obligations and records them as assets or liabilities when appropriate. Ashland also monitors its obligation with regards to the limited guarantee and records the resulting guarantee liability when warranted. When applicable, Ashland discloses the amount of the receivable that serves as over-collateralization as a restricted asset.

Ashland recognized a loss of $3 million within the Statements of Consolidated Comprehensive Income (Loss) for 2025, 2024 and 2023, respectively, within the net interest and other expense (income) caption associated with sales under the program. Ashland has recorded $59 million of sales against the buyer’s limit, which was $59 million at September 30, 2025, compared to $71 million of sales against the buyer's limit, which was $71 million at September 30, 2024. Ashland transferred $75 million and $85 million in accounts receivable to the SPE as of September 30, 2025 and 2024, respectively. Ashland recorded liabilities related to its service obligations and limited guarantee as of September 30, 2025 and 2024 of less than $1 million.

For the years ended September 30, 2025, 2024, and 2023, the gross cash proceeds received for accounts receivable transferred and derecognized were $388 million, $323 million, and $217 million, respectively, of which $400 million, $322 million, $241 million, were collected by Ashland in our capacity as a servicer of the accounts receivable and remitted to the buyer. The difference between accounts receivable transferred and derecognized versus collected of $12 million, $1 million and $24 million for the years ended September 30, 2025, 2024, and 2023, respectively, represents the impact of a net reduction in account receivable sales volume during 2025, a net increase in 2024, and a net decrease during 2023.

M-31

Foreign Accounts Receivable Sales Program

On October 19, 2023, Ashland entered, through an Ireland based, wholly-owned, bankruptcy-remote consolidated special purpose entity (the "SPE"), into a three-year agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of certain wholly-owned Ashland subsidiaries (Foreign Accounts Receivable Sales Program) primarily in Europe. Under the agreement, Ashland can transfer whole receivables up to a limit established by the buyer, which is currently set at €125 million (a level 1 fair value measurement). Ashland’s continuing involvement is limited to servicing the accounts receivable, including billing, collections and remittance of payments to the buyers as well as a limited guarantee on over-collateralization.

Ashland determined that any accounts receivable transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership. Ashland received true sale at law and non-consolidation opinions from independent qualified legal advisors in the jurisdiction of each originating subsidiary to support the legal isolation of these accounts receivable. Consequently, Ashland accounts for accounts receivable transferred to buyers as part of this agreement as sales.

Ashland recognized a loss of $5 million and $3 million within the Statements of Consolidated Comprehensive Income (Loss) for 2025 and 2024, respectively, within the net interest and other expense (income) caption associated with sales under the program. Ashland has recorded $103 million of sales against the buyer’s limit, which was $103 million at September 30, 2025, compared to $104 million of sales against the buyer's limit, which was $104 million at September 30, 2024. Ashland transferred $142 million and $155 million in accounts receivable to the SPE as of September 30, 2025 and 2024, respectively. Ashland recorded liabilities related to its service obligations and limited guarantee as of September 30, 2025 and 2024 of less than $1 million.

For the years ended September 30, 2025 and 2024, the gross cash proceeds received for accounts receivable transferred and derecognized were $528 million and $104 million, respectively, of which $534 million and zero were collected by Ashland in our capacity as a servicer of the accounts receivable and remitted to the buyer. The difference between accounts receivable transferred and derecognized versus collected of $6 million and $104 million for the years ended September 30, 2025 and 2024, respectively, represents the impact of a net reduction and a net increase in accounts receivable sales volume during each year, respectively.

Supply Chain Finance Program

During April 2024, Ashland authorized a financing program offered through JP Morgan and Taulia Alliance. Under this program, JP Morgan and its affiliates may purchase certain confirmed receivables directly from suppliers pursuant to the terms of a separate arrangement entered into between JPMorgan and Taulia Alliance and such suppliers. There were no changes to Ashland's standard payment terms with its suppliers in connection with this program. Ashland provides no guarantees to JP Morgan and Taulia Alliance under this program. The program was implemented during June 2025 and has been actively offered to suppliers. As of September 30, 2025, participation in the program was not significant. There were less than $1 million of confirmed invoices under this program for the year ended September 30, 2025.

Other debt

At September 30, 2025 and 2024, Ashland held other debt totaling $76 million and $71 million, respectively, comprised primarily of the 6.50% notes due 2029 and other notes.

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Available borrowing capacity and liquidity

The borrowing capacity remaining under the $600 million 2022 Revolving Credit Facility was $596 million due to a reduction of $4 million for letters of credit outstanding at September 30, 2025. Ashland's total borrowing capacity at September 30, 2025 was $596 million.

Additionally, Ashland has no available liquidity under its current U.S. and Foreign Accounts Receivable Sales Program.

Covenants related to current Ashland debt agreements

Ashland’s debt 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 September 30, 2025, Ashland was in compliance with all debt agreement covenant restrictions.

The maximum consolidated net leverage ratio permitted under the 2022 Credit Agreement is 4.0. The 2022 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 2022 Credit Agreement defines Covenant Adjusted EBITDA as net income (loss) 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, certain environmental charges, non-cash 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 non-cash gains or other items increasing net income (loss). The computation of Covenant Adjusted EBITDA differs from the calculation of EBITDA and Adjusted EBITDA, which have been reconciled in the "Use of Non-GAAP Financial Measures" 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 September 30, 2025, Ashland’s calculation of the consolidated net leverage ratio was 2.8.

The minimum required consolidated interest coverage ratio under the 2022 Credit Agreement is 3.0. The 2022 Credit Agreement defines the consolidated interest coverage ratio as the ratio of Covenant Adjusted EBITDA to consolidated interest charges for any measurement period. At September 30, 2025, Ashland’s calculation of the consolidated interest coverage ratio was 6.5.

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

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 September 30, 2025, both Moody’s Investor Services and Standard & Poor’s outlook remained at stable. Subsequent changes to these ratings or outlook may have an effect on Ashland’s borrowing rate or ability to access capital markets in the future.

Additional capital resources

Ashland cash projection

Ashland believes that cash flow from operations, availability under existing credit facilities and arrangements, current cash, cash equivalents, 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.

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Ashland expects the following material cash funding requirements from known contractual obligations at September 30, 2025:

Less thanMore than
(In millions)Total1 year1 year
Raw material and service contract purchase obligations(a)$74$56$18
Employee benefit obligations(b)701357
Operating lease obligations(c)1182395
Interest payments(d)50761446
Unrecognized tax benefits(e)6565
One-time transition tax(f)1313
Total contractual obligations$847$166$681
Other commitments
Letters of credit(g)$52$52$

(a)
Includes raw material and service contracts where minimal committed quantities and prices are fixed.

(b)
Includes estimated funding of Ashland’s qualified U.S. and non-U.S. pension plans for 2025 as well as projected benefit payments through 2031 under Ashland’s unfunded pension and other postretirement benefit plans. Excludes the benefit payments from the pension plan trust funds. See Note L of the Notes to Consolidated Financial Statements for additional information.

(c)
Includes leases for office buildings, transportation equipment, warehouses and storage facilities and other equipment. For further information, see Note J of the Notes to Consolidated Financial Statements.

(d)
Includes interest expense on both variable and fixed rate debt assuming no prepayments. Variable interest rates have been assumed to remain constant through the end of the term at rates that existed as of September 30, 2025.

(e)
Due to uncertainties in the timing of the effective settlement of tax positions with respect to taxing authorities, Ashland is unable to determine the timing of payments related to noncurrent unrecognized tax benefits, including interest and penalties. Therefore, these amounts were included in the “More than 1 year” column.

(f)
As a result of the Tax Act enacted during fiscal year 2017, Ashland has currently recorded a $13 million liability for the one-time transition tax.

(g)
Ashland issues various types of letters of credit as part of its normal course of business.

Total Equity

Total equity was $1,904 million and $2,868 million at September 30, 2025 and September 30, 2024, respectively. During 2025, there were decreases of $845 million for net income (loss), $101 million for repurchases of common stock (which includes $1 million in excise tax on stock repurchases), and $77 million for dividends paid during 2025. The decreases were partially offset by increases of $45 million for deferred translation gains, $12 million for common shares issued under stock incentive plans, and $2 million increase for unrealized gains on commodity hedges.

2023 Stock repurchase program

On June 28, 2023, Ashland's board of directors ("the Board") authorized a new evergreen $1 billion common share repurchase program ("2023 Stock Repurchase Program"). The new authorization terminated and replaced the 2022 Stock Repurchase Program, which had $200 million outstanding at the date of termination. As of September 30, 2025, $520 million remained available for repurchase under the 2023 Stock Repurchase Program

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The following table provides the stock repurchase activity for years ended September 30:

(In millions, except per share amounts)202520242023
Number of shares repurchased1.504.303.10
Weighted-average price per share(a)$64.90$88.70$97.33
Aggregate purchase price(a)$100$380$300
Program2023 Stock Repurchase Program2023 Stock Repurchase Program2022 Stock Repurchase Program

(a)
Includes transactions costs.

Stockholder dividends

Ashland paid dividends per common share of $1.64, $1.58 and $1.44 during 2025, 2024 and 2023, respectively.

In May 2025, the Board announced a quarterly cash dividend of 41.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 40.5 cents per share. The dividend was paid in the third and fourth quarter of fiscal 2025.

In May 2024, the Board announced a quarterly cash dividend of 40.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 38.5 cents per share. The dividend was paid in the third and fourth quarter of fiscal 2024.

In May 2023, the Board announced a quarterly cash dividend of 38.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 33.5 cents per share. The dividend was paid in the third and fourth quarter of fiscal 2023.

In May 2022, the Board announced a quarterly cash dividend of 33.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 30.0 cents per share. This dividend was paid in the third and fourth quarters of fiscal 2022 and the first and second quarters of fiscal 2023.

Capital expenditures

Capital expenditures were $98 million for 2025 and averaged $135 million during the last three years. Ashland expects capital expenditures over the next three years to average approximately $100 million per year. A summary of capital expenditures by reportable segment during the years ended September 30, are as follows:

(In millions)202520242023
Life Sciences$49$61$46
Personal Care71120
Specialty Additives346199
Intermediates323
Unallocated and Other522
Total capital expenditures$98$137$170

A summary of the capital employed in Ashland’s current operations, which is calculated by adding equity to capital investment, as of September 30 is as follows.

(In millions)20252024
Capital employed(a)
Life Sciences$1,377$1,696
Personal Care703882
Specialty Additives9041,351
Intermediates97101

(a)
Excludes the assets and liabilities classified within unallocated and other which primarily includes debt and other long-term liabilities such as asbestos and pension. The net liability in unallocated and other was $1,175 million and $1,162 million as of September 30, 2025 and 2024, respectively.

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OFF-BALANCE SHEET ARRANGEMENTS

As part of its normal course of business, Ashland is a party to various financial guarantees and other commitments. These arrangements involve elements of performance and credit risk that are not included in the Consolidated Balance Sheets. The possibility that Ashland would have to make actual cash expenditures in connection with these obligations is largely dependent on the performance of the guaranteed party, or the occurrence of future events that Ashland is unable to predict. The fair value of these guarantees is not significant.

NEW ACCOUNTING PRONOUNCEMENTS

For a discussion and analysis of recently issued accounting pronouncements and its impact on Ashland, see Note A of the Notes to Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of Ashland’s 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, environmental remediation, asbestos litigation, the accounting for goodwill and other indefinite-lived intangible assets and income taxes. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. Management has reviewed the estimates affecting these items with the Audit Committee of Ashland’s Board of Directors.

Environmental remediation

Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. At September 30, 2025, such locations included 53 sites where Ashland has been identified as a potentially responsible party under Superfund or similar state laws, 107 current and former operating facilities and about 1,225 service station properties, of which 14 are being actively remediated.

Ashland’s reserves for environmental remediation and related environmental litigation amounted to $226 million at September 30, 2025 compared to $221 million at September 30, 2024, of which $179 million at September 30, 2025 and $164 million at September 30, 2024, were classified in other noncurrent liabilities on the Consolidated Balance Sheets. The remaining reserves were classified in accrued expenses and other liabilities on the Consolidated Balance Sheets.

The total reserves for environmental remediation reflect Ashland’s estimates of the most likely costs that will be incurred over an extended period to remediate identified conditions for which the costs are reasonably estimable, without regard to any third-party recoveries. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated reserves for environmental remediation. Ashland regularly adjusts its reserves as environmental remediation continues. Ashland has estimated the value of its probable insurance recoveries associated with its environmental remediation reserves based on management’s interpretations and estimates surrounding the available or applicable insurance coverage. At September 30, 2025 and 2024, Ashland’s recorded receivable for these probable insurance recoveries was $14 million and $13 million, respectively, of which $12 million and $11 million was classified in other noncurrent assets on the Consolidated Balance Sheets.

During 2025, 2024 and 2023, Ashland recognized $50 million, $54 million and $56 million of expense, respectively, for certain environmental liabilities related to normal ongoing remediation cost estimate updates for sites, which is consistent with Ashland’s historical environmental accounting policy. See Note M of the Notes to Consolidated Financial Statements for additional information.

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Environmental remediation reserves are subject to uncertainties that affect Ashland’s ability to estimate its share of the costs. Such uncertainties involve the nature and extent of contamination at each site and the extent of required cleanup efforts under existing environmental regulations. Although it is not possible to predict with certainty the ultimate costs of environmental remediation, Ashland currently estimates that the upper end of the reasonably possible range of future costs for identified sites could be as high as approximately $495 million. The largest reserve for any site is 21% of the total environmental remediation reserves as of September 30, 2025.

Asbestos litigation

Ashland and Hercules have liabilities from claims alleging personal injury caused by exposure to asbestos. To assist in developing and annually updating independent reserve estimates for future asbestos claims and related costs, Ashland has retained third party actuarial experts Gnarus Advisors, LLC ("Gnarus"). The methodology used by Gnarus to project future asbestos costs is based largely on recent experience, including claim-filing and settlement rates, disease mix, open claims and litigation defense. The claim experience of Ashland and Hercules are separately compared to the results of previously conducted third party epidemiological studies estimating the number of people likely to develop asbestos-related diseases. Those studies were undertaken in connection with national analyses of the population expected to have been exposed to asbestos. Using that information, Gnarus estimates a range of the number of future claims that may be filed, as well as the related costs that may be incurred in resolving those claims. Changes in asbestos litigation reserves liabilities and receivables are recorded on an after-tax basis within the discontinued operations caption in the Statements of Consolidated Comprehensive Income (Loss). See Note M of the Notes to Consolidated Financial Statements for additional information.

Ashland asbestos-related litigation

The claims alleging personal injury caused by exposure to asbestos asserted against Ashland result primarily from indemnification obligations undertaken in 1990 in connection with the sale of Riley, a former subsidiary. The amount and timing of settlements and number of open claims can fluctuate from period to period.

Ashland asbestos-related liability

From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus.

During the most recent update completed during 2025, it was determined that the liability for Ashland asbestos-related claims should be increased by $16 million. Total reserves for asbestos claims were $258 million at September 30, 2025 compared to $274 million at September 30, 2024.

Ashland asbestos-related receivables

Ashland has insurance coverage for certain litigation defense and claim settlement costs incurred in connection with its asbestos claims, and coverage-in-place agreements exist with the insurance companies that provide substantially all of the coverage that will be accessed.

For the Ashland asbestos-related obligations, Ashland has estimated the value of probable insurance recoveries associated with its asbestos litigation reserves based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. Substantially all of the estimated receivables from insurance companies are expected to be due from domestic insurers, all of which are solvent.

At September 30, 2025, Ashland’s receivable for recoveries of litigation defense and claim settlement costs from insurers amounted to $95 million (excluding the Hercules receivable for asbestos claims). Receivables from insurers amounted to $97 million at September 30, 2024. During 2025, the annual update of the model used for purposes of valuing the asbestos litigation reserves and its impact on valuation of future recoveries from insurers, was completed. This model update resulted in a $5 million increase in the receivable for probable insurance recoveries.

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Hercules asbestos-related litigation

Hercules has liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market. The amount and timing of settlements and number of open claims can fluctuate from period to period.

Hercules asbestos-related liability

From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus. As a result of the most recent annual update of this estimate completed during 2025, it was determined that the liability for Hercules asbestos-related claims should be increased by $10 million. Total reserves for asbestos claims were $177 million at September 30, 2025 compared to $185 million at September 30, 2024.

Hercules asbestos-related receivables

For the Hercules asbestos-related obligations, certain reimbursement obligations pursuant to coverage-in-place agreements with insurance carriers exist. As a result, any increases in the asbestos litigation reserves have been partially offset by probable insurance recoveries. Ashland has estimated the value of probable insurance recoveries associated with its asbestos litigation reserves based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. The estimated receivable consists exclusively of solvent domestic insurers.

As of September 30, 2025 and 2024, the receivables from insurers amounted to $48 million and $50 million, respectively. During 2025, the annual update of the model used for purposes of valuing the asbestos litigation reserves and its impact on valuation of future recoveries from insurers was completed. This model update resulted in a $4 million increase in the receivable for probable insurance recoveries.

Asbestos litigation cost projection

Projecting future asbestos costs is subject to numerous variables that are difficult to predict. In addition to the uncertainties surrounding the number of claims that might be received, other variables include the type and severity of the disease alleged by each claimant and the related costs incurred in resolving those claims, mortality rates, dismissal rates, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, Ashland believes that the asbestos litigation reserves for Ashland and Hercules represent the best estimate within a range of possible outcomes. As a part of the process to develop these estimates of future asbestos costs, a range of long-term cost models was developed. These models are based on national studies that predict the number of people likely to develop asbestos-related diseases and are heavily influenced by assumptions regarding long-term inflation rates for indemnity payments and legal defense costs, as well as other variables mentioned previously. Ashland has currently estimated in various models ranging from approximately 40 year periods that it is reasonably possible that total future litigation defense and claim settlement costs on an inflated and undiscounted basis could range as high as approximately $382 million for the Ashland asbestos-related litigation (current reserve of $258 million) and approximately $262 million for the Hercules asbestos-related litigation (current reserve of $177 million), depending on the combination of assumptions selected in the various models. While the timeframe used in Ashland's models for projecting asbestos liabilities generally decreases over time based on the expected lifetime of the liabilities, these models have been consistently applied within all periods presented. If actual experience is worse than projected, relative to the number of claims filed, the severity of alleged disease associated with those claims or costs incurred to resolve those claims, or actuarial refinement or improvements to the assumptions used within these models are initiated, Ashland may need to further increase the estimates of the costs associated with asbestos claims and these increases could be material over time.

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Accounting for goodwill and other indefinite-lived intangible assets

Ashland accounts for goodwill and other indefinite-lived intangible assets acquired in a business combination in conformity with current accounting guidance which does not allow for goodwill and indefinite-lived intangible assets to be amortized.

Goodwill

Ashland reviews goodwill for impairment annually as of July 1 or when events and circumstances indicate an impairment may have occurred. Ashland tests goodwill for impairment by comparing the estimated fair value of its reporting units to the related carrying value. If the fair value of the reporting unit is lower than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds fair value. However, the loss recognized cannot exceed the carrying amount of goodwill. Reporting units are defined as either operating segments or one level below the operating segments for which discrete financial information is available and reviewed by management. Ashland determined that its reporting units are Life Sciences, Personal Care, Specialty Additives and Intermediates, which is consistent with prior years.

Ashland makes various estimates and assumptions in determining the estimated fair value of each reporting unit using a combination of discounted cash flow models and valuations based on earnings multiples for guideline public companies in each reporting unit’s industry peer group. Discounted cash flow models are reliant on various assumptions, including projected business results, long-term growth factors and weighted-average cost of capital. Management judgment is involved in estimating these variables, and they include uncertainties since they are forecasting future events. Ashland performs sensitivity analyses by using a range of inputs to confirm the reasonableness of the long-term growth rate and weighted average cost of capital estimates. Additionally, Ashland compares the indicated equity value to Ashland’s market capitalization and evaluates the resulting implied control premium/discount to determine if the estimated enterprise value is reasonable.

During the third quarter of fiscal 2025, Ashland experienced a continued decline in the market price of its common stock. Ashland also experienced slowing growth due to weakening macroeconomic environment that is dampening consumer sentiment and demand globally which resulted in lower growth and lower margins for the Life Sciences and Specialty Additives reporting units than what was previously forecasted. These factors led Ashland to determine that triggering events occurred, and a quantitative goodwill impairment assessment was performed during the third quarter of fiscal 2025.

Following the completion of this quantitative analysis, Ashland concluded that the fair value of Personal Care reporting unit exceeded its carrying value by more than 100%. The Intermediates reporting unit has no associated goodwill. The carrying value of the Life Sciences and the Specialty Additives reporting units exceeded their fair value, resulting in non-cash goodwill impairment charges of $375 million and $331 million, respectively, for a total goodwill impairment charge of $706 million, which was recorded within the goodwill impairment caption of the Statement of Consolidated Comprehensive Income (Loss) for the year ended September 30, 2025.

On July 1, 2025, the date of our annual goodwill impairment assessment, Ashland evaluated each reporting unit using a qualitative approach focusing on any additional changes in market conditions, performances versus forecast and strategic initiatives. Particular attention was given to forward looking macroeconomic trends and forecasts, recent financial results, earnings multiples for guideline public companies in each reporting unit's industry peer group and sensitivity analysis for each reporting units discounted cash flow model. There was no additional impairment identified as part of the July 1, 2025 annual goodwill impairment assessment. No subsequent indicators of impairment had been identified during the fourth quarter of fiscal 2025. For further information, see Note G of the Notes to Consolidated Financial Statements.

The below table provides a sensitivity analysis for Life Sciences and Specialty Additives reporting units remaining goodwill, utilizing reasonably possible changes in the assumptions for the shorter term and residual growth rates and the discount rate, to demonstrate the potential impacts to the estimated fair values. The below table provides, in isolation, the estimated fair value impacts related to a 25-basis point increase to discount rate or a 25-basis point decrease to residual growth rates, both of which would result in incremental impairment charges to the Life Sciences and Specialty Additives reporting units.

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Approximate Percent Change in Estimated Fair Value
+25 bps-25 bps
Discount RateGrowth Rate
Life Sciences-2.5%-1.3%
Specialty Additives-2.6%-1.5%

Assumptions inherent in the valuation methodologies include estimates of future projected business results (principally sales and EBITDA), long-term growth rates, and the weighted-average cost of capital. Significant assumptions utilized in the impairment analysis included the weighted-average cost of capital, ranging between 12.50% and 13.75%, and terminal growth rates, ranging between 2.0% and 4.0% depending on the reporting unit. For further information, see Note G of the Notes to Consolidated Financial Statements.

Other indefinite-lived intangible assets

Other indefinite-lived intangible assets include certain trademarks and trade names. Ashland reviews these intangible assets for possible impairment annually as of July 1 or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, the asset is written down to its fair value and the amount of the write down is the impairment charge.

Ashland tests these assets using a “relief-from-royalty” valuation method to determine the fair value. Assumptions inherent in the valuation methodologies include, but are not limited to, future projected business results, growth rates, the weighted-average cost of capital for a market participant, and royalty rates. In conjunction with the triggering events described above for goodwill, Ashland tested its indefinite-lived intangible assets for impairment during the third quarter of fiscal 2025. Ashland’s quantitative approach models did not indicate any impairment, as each indefinite-lived intangible asset’s fair value exceeded its carrying values. Ashland has two indefinite-lived intangible assets related to trademarks and trade names. Significant assumptions utilized in the impairment analysis included the weight-average cost of capital, ranging between 13.5% and 14.0%, royalty rates of 2.0%, and terminal growth rates, ranging between 3.2% and 3.3%. One of the two indefinite-lived intangible assets fair value exceeded its carrying value by more than 75%, while the second had a fair value slightly above the carrying value. A 25-basis point increase to the discount rate or a 25-basis point decrease to the residual growth rate would have resulted in an impairment for the second indefinite-lived intangible asset.

On July 1, 2025, the date of our annual impairment assessment, Ashland evaluated its indefinite-lived intangible assets for impairment using a qualitative approach focusing on the key assumptions used as part of the third quarter quantitative approach. There was no impairment identified as part of the July 1, 2025 annual other indefinite-lived intangible asset impairment assessment. No subsequent indicators of impairment had been identified during the fourth quarter of fiscal 2025.

Ashland’s assessment of an impairment on any of these assets classified currently as having indefinite lives, including goodwill, could change in future periods if significant events happen and/or circumstances change that affect the previously mentioned assumptions. Assumptions inherent in the valuation methodologies include, but are not limited to, such estimates as future projected business results, growth rates, the weighted average cost of capital for a market participant, and royalty rates. For further information, see Note G of the Notes to Consolidated Financial Statements.

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Income taxes

Ashland is subject to income taxes in the United States and numerous foreign jurisdictions. Judgment in the forecasting of taxable income using historical and projected future operating results is required in determining Ashland’s provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable, and deferred taxes. Under U.S. GAAP, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax loss and credit carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the enactment date occurs. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts expected to be realized. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are indefinitely reinvested. In the event that the actual outcome of future tax consequences differs from Ashland’s estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the Statements of Consolidated Comprehensive Income (Loss) and Consolidated Balance Sheets.

The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and judgment by Ashland. If actual results differ from the estimates made by Ashland in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact earnings or other comprehensive income depending on the nature of the respective deferred tax asset. Additionally, the positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. Positive and negative evidence is considered in determining the need for a valuation allowance against deferred tax assets, which includes such evidence as historical earnings, projected future earnings, tax planning strategies and expected timing of reversal of existing temporary differences.

In determining the recoverability of deferred tax assets, Ashland gives consideration to all available positive and negative evidence including reversals of deferred tax liabilities (other than those with an indefinite reversal period), projected future taxable income, tax planning strategies and recent financial operations. Ashland attaches the most weight to historical earnings due to their verifiable nature. In evaluating the objective evidence that historical results provide, Ashland considers three years of cumulative income or loss. In addition, Ashland has reflected increases and decreases in our valuation allowance based on the overall weight of positive versus negative evidence on a jurisdiction by jurisdiction basis.

EFFECTS OF INFLATION AND CHANGING PRICES

Ashland’s consolidated financial statements are prepared on the historical cost method of accounting in accordance with U.S. GAAP and, as a result, do not reflect changes in the purchasing power of the U.S. dollar. Monetary assets (such as cash, cash equivalents and accounts receivable) lose purchasing power as a result of inflation, while monetary liabilities (such as accounts payable and indebtedness) result in a gain, because they can be settled with dollars of diminished purchasing power. As of September 30, 2025, Ashland’s monetary assets exceed its monetary liabilities, leaving it currently more exposed to the effects of future inflation. While inflation rose significantly during 2022, it has to gradually decreased from fiscal 2023 to fiscal 2025. See Item 1A - Risk Factors for additional information.

Certain of the industries in which Ashland operates are capital-intensive, and replacement costs for its plant and equipment generally would substantially exceed their historical costs. Accordingly, depreciation and amortization expense would be greater if it were based on current replacement costs. However, because replacement facilities would reflect technological improvements and changes in business strategies, such facilities would be expected to be more productive than existing facilities, mitigating at least part of the increased expense.

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OUTLOOK

Ashland is issuing the following guidance for fiscal 2026, Ashland intends to deliver against these commitments with a focus on execution, consistency, and credibility.

Full-year fiscal 2026 guidance


Sales: $1,835 million to $1,905 million, reflecting organic growth of approximately one to five percent over the prior year.


Adjusted EBITDA: $400 million to $430 million.


Adjusted Diluted Earnings Per Share Excluding Intangibles Amortization Expense growth: double-digit-plus; reflecting operating improvement and Portfolio Optimization.


Ongoing Free Cash Flow Conversion: approximately 50 percent of Adjusted EBITDA; capital expenditures of approximately $100 million.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements including, without limitation, statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation” ("MD&A"), within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its Annual Report to Stockholders, quarterly reports and other filings with the Securities and Exchange Commission (SEC), news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, as well as the economy and other future events or circumstances.

The risks and uncertainties we face which may cause our actual results to differ materially from the results expressed, projected, or implied in these forward-looking statements include, but are not limited to: Ashland’s aggressive growth goals and the extent to which such goals may be impacted by a failure to optimize our tangible and intangible assets, a failure to identify and integrate acquisition targets, any unexpected costs and liabilities associated with such acquisitions, and goodwill impairment; business disruptions stemming from natural, operational, and other catastrophic events, including disruptions to supply and logistics functions, manufacturing delays, and information technology system and network failures; climate change and related resource impacts; changes in consumer preferences and a reduction in demand for Ashland’s products; risks inherent in operating a global business, including tariffs and other trade policies, geopolitical instability and armed conflict, and challenges associated with hiring and managing a diverse workforce across countries with differing laws, regulations, and cultural practices; economic downturns and disruptions in the financial markets; Ashland’s substantial indebtedness, including the possibility that such indebtedness and related restrictive covenants may adversely affect our future cash flows, limit our ability to repay debt and obtain future financing, place Ashland at a competitive disadvantage, and make us more vulnerable to interest rate increases; our ability to develop and market new products and remain competitive in the markets in which we operate; our ability to pass increases in the costs of energy and raw materials to customers and to fulfill our contractual requirements with customers and vendors; downward pressures on prices and margins; the ability to attract and retain key employees and to provide for effective succession planning; cybersecurity risks, including disruptions to or failures in Ashland’s information technology systems and networks, malicious cyberattacks, and the inadvertent or accidental disclosure or loss of proprietary or sensitive information; Ashland’s ability to effectively protect and enforce its intellectual property rights; exposure to products liability claims; risks related to compliance with environmental, health, and safety regulations, including the potential for costly litigation, remediation, and settlement actions; exposure to pending and threatened asbestos-related litigation; changes in the legal and regulatory landscapes in which we operate; and changes in taxation or adverse tax rulings. These risks and uncertainties also include, but are not limited to, the risk factors set forth in Item 1A. “Risk Factors” to this Annual Report on Form 10-K, elsewhere in this Annual Report on Form 10-K, and in our other periodic reports filed with the SEC. Ashland believes its expectations and

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assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update publicly any forward-looking statements made in this Annual Report on Form 10-K whether as a result of new information, future events or otherwise. Information on Ashland’s website is not incorporated into or a part of this Annual Report on Form 10-K.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000950170-24-128009.

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2024-11-18. Report date: 2024-09-30.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements for the years ended September 30, 2024, 2023 and 2022.

BUSINESS OVERVIEW

Ashland profile

Ashland is a global additives and specialty ingredients company with a conscious and proactive mindset for environmental, social and governance ("ESG"). The company serves customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, personal care and pharmaceutical. With approximately 3,200 employees worldwide, Ashland serves customers in more than 100 countries.

Ashland’s sales generated outside of North America were 69%, 69% and 68% in 2024, 2023 and 2022, respectively. Sales by region expressed as a percentage of total consolidated sales were as follows:

Sales by Geography202420232022
North America(a)31%31%32%
Europe(a)35%36%35%
Asia Pacific25%23%24%
Latin America & other9%10%9%
100%100%100%

(a)
Ashland includes only U.S. and Canada in its North American designation and includes Europe, the Middle East and Africa in its Europe designation.

Reportable segments

Ashland’s reportable segments include Life Sciences, Personal Care, Specialty Additives and Intermediates. Unallocated and Other includes corporate governance activities and certain legacy matters. The contribution to sales by each reportable segment expressed as a percentage of total consolidated sales for the year ended September 30 were as follows:

Sales by Reportable Segment202420232022
Life Sciences38%40%34%
Personal Care30%27%28%
Specialty Additives27%28%30%
Intermediates5%5%8%
100%100%100%

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KEY DEVELOPMENTS

Uncertainty relating to the ongoing Ukraine/Russia conflict and Israel/Hamas conflict

Business disruptions, including those related to the ongoing conflicts between Ukraine/Russia or Israel/Hamas continue to impact businesses around the globe. While it is impossible to predict the effects of the conflicts such as possible escalating geopolitical tensions (including the imposition of existing and additional sanctions by the U.S. and the European Union on Russia), worsening macroeconomic and general business conditions, supply chain interruptions and unfavorable energy markets, the impact could be material. Ashland is closely monitoring these situations and maintains business continuity plans that are intended to continue operations or mitigate the effects of events that could disrupt its business.

Ashland does not have manufacturing operations in Russia, Ukraine, or Belarus. Ashland sells (or previously sold) additives and specialty ingredients to manufacturers in these countries for their use in pharmaceuticals, personal care, and coatings applications. Sales to Russia and Belarus were previously limited and our products were primarily used in products and applications that are essential to the population's well-being and currently support our customers' humanitarian efforts. We have sales controls in place to ensure that future potential sales into the region are only to support critical pharmaceutical or personal hygiene products which are essential for the general population and in accordance with any applicable sanctions. Sales to Ukraine, Russia, and Belarus represent less than 1% of total consolidated sales and less than 1% of total consolidated assets (related to accounts receivable).

Ashland does not have manufacturing operations in Israel. Sales to Israel represent approximately 1% of total consolidated sales and less than 1% of total consolidated assets (related to accounts receivable).

Other significant items

Stock repurchase program

On June 28, 2023, Ashland's board of directors authorized a new evergreen $1 billion common share repurchase program ("2023 Stock Repurchase Program"). The new authorization terminated and replaced the Company's 2022 Stock Repurchase Program, which had $200 million outstanding at the date of termination. As of September 30, 2024, $620 million remained available for repurchase under the 2023 Stock Repurchase Program.

Stock repurchase program agreements

During fiscal year 2024, under the 2023 Stock Repurchase Program, Ashland initiated and completed a number of Rule 10b5-1 trading plan agreements. Ashland paid a total of $380 million and repurchased a total of 4.3 million shares. During the most recent three fiscal years Ashland paid a total of $880 million and received a total of 10.2 million shares. See Note N for more information.

Restructuring programs

As previously disclosed, in November 2023, Ashland is taking portfolio optimization actions to further strengthen Ashland’s resilience and improve margins and returns. When completed, these portfolio actions are expected to result in improved Adjusted EBITDA margins of approximately 200 to 250 basis-points and returns on net assets of 150 to 200 basis-points. These actions are expected to reduce volatility, improve focus and decrease working capital and maintenance capital expenditures.

Ashland continues to make progress on these portfolio optimization actions which include optimizing and consolidating CMC and MC production as well as rebalancing the global HEC production network. During fiscal year 2024, Ashland closed CMC production at Hopewell, Virginia. CMC levels continue to be drawn down while Ashland migrates select production volumes into Alizay, France. In addition, Ashland completed actions to optimize MC by consolidating production capacity in Doel, Belgium. Other actions to improve Ashland's HEC business continue to be assessed. Ashland also executed similar optimization actions at a Personal Care facility in Summerville, South Carolina.

The impact of these portfolio actions for the twelve months ended September 30, 2024, resulted in accelerated depreciation charges of $57 million and other plant optimization costs of $10 million recorded within the cost of sales caption of the Statements of Consolidated Comprehensive Income (Loss). In addition, severance of $25 million and other restructuring costs of $5 million

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were recorded for the twelve months ended September 30, 2024, each respectively within the selling, general and administrative caption of the Statements of Consolidated Comprehensive Income (Loss). See Note D for additional information.

Nutraceuticals business

On August 30, 2024, Ashland completed the sale of its Nutraceuticals business to Turnspire Capital Partners LLC ("Turnspire"). Proceeds from the sale were approximately $26 million, net of transaction costs. Ashland recorded $107 million impairment charge and loss on sale within the income (loss) on acquisitions and divestitures, net caption of the Statements of Consolidated Comprehensive Income (Loss) for the twelve months ended September 30, 2024. See Note B of the Notes to the Consolidated Financial Statements for more information.

RESULTS OF OPERATIONS – CONSOLIDATED REVIEW

Consolidated review

Overview

Key financial results for 2024, 2023 and 2022 included the following:

20242023
(In millions except per share data)202420232022changechange
Net income(a)$169$178$927$(9)$(749)
Diluted earnings per share net income3.363.3116.410.05(13.10)
Income from continuing operations19916818131(13)
Diluted earnings per share income from continuing operations3.953.133.200.82(0.07)
Operating income (loss)(26)172333(198)(161)
EBITDA(b)1424191,342(277)(923)
Adjusted EBITDA(b)459459590-(131)
Adjusted Diluted EPS from Continuing Operations Excluding Intangibles Amortization Expense(b)4.454.075.700.38(1.63)

(a)
Fiscal 2022 includes a $726 million gain associated with the sale of the Performance Adhesives business.

(b)
These are non-GAAP measures. See "Use of non-GAAP measures" section below for reconciliations to U.S. GAAP.

Ashland’s net income of $169 million ($3.36 diluted earnings per share) in 2024, $178 million ($3.31 diluted earnings per share) in 2023 and $927 million ($16.41 diluted earnings per share) in 2022 included a loss from discontinued operations of $30 million, ($0.59 diluted earnings per share) in 2024, income from discontinued operations of $10 million ($0.18 diluted earnings per share) in 2023, and $746 million ($13.21 diluted earnings per share) in 2022. Fiscal 2022 included a $726 million gain recorded in discontinued operations associated with the sale of the Performance Adhesives business in February of 2022 and was the largest impact on net income between periods.

Results for Ashland’s continuing operations, diluted earnings per share from continuing operations and operating income (loss) for 2024, 2023 and 2022 included certain key items that were excluded to arrive at Adjusted EBITDA and are quantified in the “Use of non-GAAP measures” section of this Annual Report on Form 10-K. These pre-tax key items totaled expense of $227 million, $21 million and $96 million in 2024, 2023 and 2022, respectively, impacting continuing operations. Continuing operations was also impacted by favorable discrete tax items totaling $234 million, $44 million and $9 million in 2024, 2023 and 2022, respectively, for various tax specific key items for uncertain tax positions, valuation allowances, restructuring and separation activity and tax reform related activity. The pre-tax key items impacting operating income (loss) totaled expense of $273 million, $52 million, and $16 million in 2024, 2023 and 2022, respectively. Excluding these key items, continuing operations, diluted earnings per share from continuing operations and operating income (loss) increased from fiscal 2023 to 2024 primarily due to deflationary raw materials offset by unfavorable pricing and lower volume. The decrease in continuing operations, diluted earnings per share from continuing operations and operating income (loss) from fiscal 2022 to 2023 was primarily driven by lower sales volumes from customer de-stocking, partially offset by improved pricing associated with cost inflation pricing actions and favorable selling, general and administrative expense primarily driven by lower incentive compensation. In addition, diluted earnings per share from continuing operations was also impacted by common share reductions from repurchases of Ashland common stock in the amount of $380 million in 2024, $300 million in 2023 and $200 million in

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2022. These common stock repurchases reduced the number of weighted average shares from 56 million diluted shares in 2022 to 54 million diluted shares in 2023 and 50 million diluted shares in 2024.

Ashland’s Adjusted EBITDA was $459 million for both 2024 and 2023 (see U.S. GAAP reconciliation under “Use of non-GAAP measures” below). Adjusted EBITDA remained consistent from fiscal 2023 to 2024 primarily due to deflationary raw materials, unfavorable product mix and favorable foreign exchange currency, offset by unfavorable pricing and lower volume in the Life Sciences segment. The $131 million decrease in Adjusted EBITDA from fiscal 2022 to 2023 was primarily driven by lower sales volumes from customer de-stocking, partially offset by improved pricing associated with cost inflation pricing actions and favorable selling, general and administrative expense primarily driven by lower incentive compensation. Adjusted Diluted EPS from Continuing Operations (non-GAAP) Excluding Intangibles Amortization Expense was also impacted by these key factors along with the impact of common share repurchases noted above.

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

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 years ended September 30, 2024, 2023 and 2022.

20242023
(In millions)202420232022changechange
Sales$2,113$2,191$2,391$(78)$(200)

The following table provides a reconciliation of the change in sales between fiscal years 2024 and 2023 and between fiscal years 2023 and 2022.

(In millions)2024 change2023 change
Sales change
Volume$1$(354)
Foreign currency exchange2(21)
Acquisition (Divestiture)(3)(3)
Price/mix(78)178
Change in sales$(78)$(200)

Sales for 2024 decreased $78 million, or 4%, compared to 2023 primarily from unfavorable pricing. Pricing was softer as compared to the prior year in a moderately deflationary raw material environment. CMC and MC portfolio optimization initiatives and the Nutraceuticals business sale reduced sales by approximately $30 million during the current year.

Sales for 2023 decreased $200 million, or 8%, compared to 2022. Lower sales volume of $354 million, primarily from customer de-stocking and the COVID-19 impact related to the China re-opening in the first half of fiscal 2023, and unfavorable foreign currency exchange of $21 million, were the main drivers of the decline. These declines were partially offset by favorable mix and favorable product pricing associated with cost inflation pricing actions, which increased sales by $178 million.

20242023
(In millions)202420232022changechange
Cost of sales$1,495$1,523$1,561$(28)$(38)
Gross profit as a percent of sales29.2%30.5%34.7%

Fluctuations in cost of sales are driven primarily by product line and plant optimization costs in the current year, the effects of challenges in shipping and logistics in the prior year, the impact of the COVID-19 pandemic in the prior periods, raw material prices and energy, volume and changes in product mix, currency exchange, acquisitions and divestitures and other certain charges incurred as a result of changes or events within the businesses or other restructuring activities.

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The following table provides a reconciliation of the changes in cost of sales between fiscal years 2024 and 2023 and between fiscal years 2023 and 2022.

(In millions)2024 change2023 change
Cost of sales change
Volume$10$(241)
Foreign currency exchange3(9)
Acquisition (Divestiture)(2)(1)
Operating costs (plant)17183
Price/mix(56)30
Change in cost of sales$(28)$(38)

Cost of sales for 2024 decreased $28 million compared to 2023. Favorable product price/mix was the primary factor for the decrease. This decrease was partially offset by higher operating costs driven by higher unit manufacturing costs associated with decreased plant loading to produce to demand in the first half of the year, $57 million of accelerated depreciation for product line optimization activities associated with two Specialty Additives manufacturing facilities and one Personal Care manufacturing facility, $10 million of other plant optimization costs, and higher volume compared to inventory control measures in the prior year. Gross profit as a percentage of sales decreased 1.3 percentage points primarily as a result of higher operating costs including higher unit manufacturing cost and product line optimization activities.

Cost of sales for 2023 decreased $38 million compared to 2022. Lower volume primarily from customer de-stocking, including the divestiture in Specialty Additives, and unfavorable foreign currency exchange decreased cost of sales by $242 million and $9 million, respectively. This decrease was partially offset by higher operating costs, which includes costs associated with inventory control actions and inflation associated with plant manufacturing and shipping costs (as well as planned and unplanned plant shutdowns and maintenance), and higher price/mix associated with other cost inflation increased cost of sales by $183 million and $30 million, respectively. Gross profit as a percentage of sales decreased 4.2 percentage points primarily as a result of lower sales volume and higher operating costs.

20242023
(In millions)202420232022changechange
Selling, general and administrative expense$404$365$393$39$(28)
As a percent of sales19.1%16.7%16.4%

Selling, general and administrative expense for 2024 increased $39 million compared to 2023, while expenses as a percent of sales increased 2.4 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to 2023 were:


Expense of $30 million and $9 million comprised of key items for severance, lease abandonment and other restructuring costs during 2024 and 2023, respectively;


$45 million and $54 million in net environmental-related expenses during 2024 and 2023, respectively (see Note M for more information);


$11 million capital project impairment charge in 2024 and a $4 million impairment charge in 2023 associated with the sale of a Specialty Additives manufacturing facility;


$12 million gain associated with ICMS Brazil tax credit in 2023;


A $5 million charge associated with the impact of a currency devaluation in Argentina during 2024;


A $4 million legal settlement during 2024; and

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Increases associated with the following:

o
Higher variable compensation expense, partially offset by lower stock based compensation;

o
Higher salary, benefits and travel expenses of $10 million; and

o
Partially offset by favorable foreign currency exchange of $5 million.

Selling, general and administrative expense for 2023 decreased $28 million compared to 2022, while expenses as a percent of sales increased 0.3 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to 2022 were:


Expense of $9 million and $5 million comprised of key items for severance, lease abandonment and other restructuring costs during 2023 and 2022, respectively;


$54 million and $53 million in net environmental-related expenses during 2023 and 2022, respectively (see Note M for more information);


$4 million impairment charge in 2023 associated with the sale of a Specialty Additives manufacturing facility;


$12 million gain associated with ICMS Brazil tax credit in 2023; and


Decreases associated with the following:

o
Lower incentive pay of $33 million;

o
Unfavorable foreign currency exchange of $6 million; and

o
Higher salary, benefits and travel expenses of $5 million.

20242023
(In millions)202420232022changechange
Research and development expense$55$51$55$4$(4)

Research and development expense increased $4 million in 2024 compared to 2023 primarily due to higher compensation costs. In 2023, the $4 million decrease compared to 2022 was primarily due to lower compensation costs.

20242023
(In millions)202420232022changechange
Intangibles amortization expense$76$93$94$(17)$(1)

Amortization expense decreased $17 million in 2024 compared to 2023 primarily due to the impact of fully amortized intangibles in prior periods and $2 million from the impact of the held for sale treatment of the Nutraceuticals business divested during 2024, while amortization expense was primarily consistent in 2023 compared to 2022.

20242023
(In millions)202420232022changechange
Equity and other income$6$7$3$(1)$4

Equity and other income remained relatively consistent in 2024 compared to 2023. The $4 million increase in 2023 compared to 2022 was primarily related to the China financial cash subsidies.

20242023
(In millions)202420232022changechange
Income (loss) on acquisitions and divestitures, net$(115)$6$42$(121)$(36)

Income (loss) on acquisitions and divestitures, net during 2024 primarily relates to $107 million impairment charge and loss on sale associated with the divestiture of the Nutraceuticals business. In addition, a $7 million reserve for foreign VAT taxes was also recorded in 2024 associated with the sold Nutraceuticals legal entities. See Note B for more information.

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Income (loss) on acquisitions and divestitures, net during 2023 primarily relates to a $7 million gain on the sale of excess corporate real estate.

Income (loss) on acquisitions and divestitures, net during 2022 primarily relates to a $42 million gain on the sale of excess corporate real estate.

20242023
(In millions)202420232022changechange
Net interest and other expense (income)
Interest expense$53$54$62$(1)$(8)
Interest income(10)(12)(4)2(8)
Loss on the accounts receivable sale programs63132
Loss (income) from restricted investments(75)(42)86(33)(128)
Other financing costs234(1)(1)
$(24)$6$149$(30)$(143)

Net interest and other expense (income) decreased by $30 million in 2024 compared to 2023. Interest expense and interest income remained primarily consistent to the prior year. Restricted investments gains of $75 million and losses of $42 million included realized gains of $60 million compared to losses of $29 million for 2024 and 2023, respectively. See Note E for more information on the restricted investments.

Net interest and other expense (income) decreased by $143 million in 2023 compared to 2022. Interest expense decreased by $8 million primarily due to lower debt levels during 2023 compared to 2022. Interest income increased $8 million due to higher investment yields and higher cash balances. Restricted investments gains of $42 million and losses of $86 million included mark-to-market gains of $29 million compared to losses of $102 million for 2023 and 2022, respectively. See Note E for more information on the restricted investments.

20242023
(In millions)202420232022changechange
Other net periodic benefit loss (income)$22$6$(22)$16$28

Other net periodic benefit expense during 2024 primarily included interest cost of $16 million and a $14 million loss on pension postretirement plan remeasurements offset by expected return on plan assets of $8 million.

Other net periodic benefit income during 2023 primarily included interest cost of $15 million offset by expected return on plan assets of $7 million and a $2 million gain on pension and other postretirement plan remeasurements.

Other net periodic benefit expense during 2022 primarily included actuarial gains of $25 million and expected return on plan assets of $7 million, offset by interest cost of $10 million.

20242023
(In millions)202420232022changechange
Income tax expense (benefit)$(223)$(8)$25$(215)$(33)
Effective tax rate929%(5)%12%

The 2024 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $231 million primarily related to changes in foreign tax activity and the tax impact of the Nutraceuticals business sale.

The 2023 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $49 million primarily related to uncertain tax positions.

The 2022 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $15 million primarily related to uncertain tax positions and restructuring activities.

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Adjusted income tax expense

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 (loss) 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 rates during 2024, 2023 and 2022 were significantly impacted by the following tax specific key items:


Uncertain tax position – Includes the impact from the settlement of uncertain tax positions with various tax authorities;


Valuation allowances – Includes the impact from the release of certain foreign tax credit valuation allowances;


Restructuring and separation activity – Includes the tax impact of the Nutraceuticals business sale and company-wide restructuring activities; and


Other and tax reform related activity – Includes miscellaneous state and foreign statute adjustments.

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

(In millions)202420232022
Income (loss) from continuing operations before income taxes$(24)$160$206
Key items (pre-tax)(a)2272196
Adjusted income from continuing operations before income taxes$203$181$302
Income tax expense (benefit)(223)(8)25
Income tax rate adjustments:
Tax effect of key items(b)31121
Tax specific key items:(c)
Uncertain tax positions(9)328
Valuation allowance(5)64
Restructuring and separation activity115(3)
Other and tax reform related activity1336
Total income tax rate adjustments2654530
Adjusted income tax expense$42$37$55
Effective tax rate929%(5)%12%
Effective Tax Rate, Excluding Key Items (Non-GAAP)(d)20%21%18%

(a)
See Adjusted EBITDA reconciliation table disclosed below in this Management, Discussion and Analysis of Financial Condition and Results of Operation for a summary of the key items, before tax.

(b)
The tax rate specific to the jurisdiction in which the key item originates is used to calculate the tax effect of key items.

(c)
For additional information on the effect that these tax specific key items had on EPS, see the Adjusted Diluted EPS table disclosed below in this Management Discussion and Analysis of Financial Condition and Results of Operation.

(d)
Due to rounding conventions, the effective tax rate presented may not recalculate precisely based on the numbers disclosed within this table.

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The following table provides a reconciliation of tax specific key items within the statutory federal income tax with the provision for income taxes summary disclosed in Note K of the Notes to Consolidated Financial Statements.

(In millions)202420232022
Tax effect of key items computed at applicable statutory rate(a)$31$1$21
Uncertain tax positions(9)328
Valuation allowance changes(5)64
Basis difference on stock sale115
Tax law changes49
Non US Restructuring84
Deemed inclusions, foreign dividends and other restructuring6(3)
$265$45$30

(a)
The tax rate specific to the jurisdiction in which the key item originates is used to calculate the tax effect of key items.

20242023
(In millions)202420232022changechange
Income (loss) from discontinued operations, net of income taxes
Performance Adhesives$(2)$5$41$(7)$(36)
Composites/Marl Facility(2)(1)2(1)(3)
Asbestos-related litigation(18)(5)(14)(13)9
Water Technologies(4)4(4)(4)
Distribution(6)(4)(7)(2)3
Valvoline215(6)(13)21
Gain (loss) on disposal of discontinued operations
Performance Adhesives726(726)
Composites/Marl facility
Water Technologies
$(30)$10$746$(40)$(736)

As a result of the divestiture of the Performance Adhesives segment during 2022 the related operating results have been reflected as discontinued operations (net of income taxes) within the Statements of Consolidated Comprehensive Income (Loss). See Note B for more information on this transaction. In 2024, 2023 and 2022, the Performance Adhesives activity represents subsequent adjustments that were made in conjunction with the post-closing disputes. In 2022, the sales and pre-tax income included in discontinued operations were $171 million and $33 million, respectively, for the Performance Adhesives segment. In 2022, a $726 million gain on disposal was recorded associated with the February 28, 2022 closing of the Performance Adhesives business segment divestiture.

Asbestos-related activity during 2024, 2023 and 2022 included after-tax net adjustments to the asbestos reserves and receivables of $18 million of expense, $5 million of expense and $14 million of expense, respectively, including the adjustments for the annual update for each of these years.

The Valvoline activity within 2024, 2023 and 2022 primarily represents subsequent adjustments that were made in conjunction with post-closing disputes and the Tax Matters Agreement.

The activity for Water Technologies and Distribution were primarily related to post-closing adjustments associated with environmental remediation reserves associated with these businesses.

See Note C for more information related to discontinued operations.

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Other comprehensive income (loss)

A comparative analysis of the components of other comprehensive income (loss) is provided below for the last three fiscal years ended September 30.

20242023
(In millions)202420232022changechange
Other comprehensive income (loss), net of tax
Unrealized translation gain (loss)$54$72$(197)$(18)$269
Unrealized gain (loss) on commodity hedges1(6)(1)7(5)
Pension and postretirement obligation adjustment1(1)
$55$66$(197)$(11)$263

Total other comprehensive income (loss), net of tax, decreased $11 million in 2024 as compared to 2023 as a result of the following components:


In 2024, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in a gain of $54 million, compared to a gain of $72 million during 2023. The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars; and


In 2024, a $1 million unrealized gain on commodity hedges was recorded compared to a loss of $6 million during 2023. See Note E for more information.

Total other comprehensive income (loss), net of tax, increased $263 million in 2023 as compared to 2022 as a result of the following components:


In 2023, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in a gain of $72 million, compared to a loss of $197 million during 2022. The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars;


In 2023, a $6 million unrealized loss on commodity hedges was recorded compared to a loss of $1 million during 2022. See Note E for more information; and


In 2022, a $1 million pension and postretirement obligation adjustment was recorded. See Note L for more information.

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, Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA is defined as net income, plus income tax expense (benefit), net interest and other expense (income), and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for discontinued operations and key items (including remeasurement gains and losses related to pension and other postretirement plans). Adjusted EBITDA margin is Adjusted EBITDA divided by sales.

Management believes the use of EBITDA and Adjusted EBITDA measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income and operating income (loss). 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 (loss) 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

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provide consistency in our financial reporting, facilitate internal and external comparisons of Ashland’s historical operating performance and its segments and provide continuity to investors for comparability purposes.

Adjusted Diluted Earnings Per Share (EPS)

Adjusted Diluted EPS is defined as income (loss) from continuing operations, adjusted for key items, net of tax, divided by the average outstanding diluted shares for the applicable period. 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.

Adjusted Diluted Earnings Per Share (EPS) Excluding Intangibles Amortization Expense

The Adjusted Diluted EPS Excluding Intangible Amortization Expense is adjusted earnings per share adjusted for intangibles amortization expense net of tax, divided by the average outstanding diluted shares for 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.

Free Cash Flow, Ongoing Free Cash Flow and Ongoing Free Cash Flow Conversion

Free Cash Flow is defined as operating cash flows less capital expenditures while Ongoing Free Cash Flow is operating cash flows less capital expenditures and certain other adjustments as applicable. Ongoing Free Cash Flow Conversion is Ongoing Free Cash Flow divided by Adjusted EBITDA. These Free Cash Flow metrics enable Ashland to provide a better indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Unlike cash flow provided by operating activities, Free Cash Flow and Ongoing Free Cash Flow includes the impact of capital expenditures from continuing operations and other significant items impacting cash flow, providing a more complete picture of current and future cash generation. Free Cash Flow, Ongoing Free Cash Flow, and Free Cash Flow Conversion are non-GAAP liquidity measures that Ashland believes provide useful information to management and investors about Ashland's ability to convert Adjusted EBITDA to Ongoing Free Cash Flow. These liquidity measures are used regularly by Ashland's stakeholders and industry peers to measure the efficiency at providing cash from regular business activity. Free Cash Flow, Ongoing Free Cash Flow, and Ongoing Free Cash Flow Conversion have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods.

Other disclosures on non-GAAP measures

Although Ashland may provide forward-looking guidance for Adjusted EBITDA, Adjusted Diluted EPS and Ongoing Free Cash Flow, Ashland is not reaffirming or providing forward-looking guidance for U.S. GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items that affect these metrics such as domestic and international economic, political, legislative, regulatory and legal actions. In addition, certain economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, government fiscal policies and changes in the prices of certain key raw materials, can have a significant effect on operations and are difficult to predict with certainty.

These non-GAAP measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by U.S. GAAP. Limitations associated with the use of these non-GAAP measures include that these measures do not present all of the amounts associated with our results as determined in accordance with U.S. GAAP. The non-GAAP measures provided are used by Ashland management and may not be determined in a manner consistent with the methodologies used by other companies. EBITDA and Adjusted EBITDA provide a supplemental presentation of Ashland’s operating performance on a consolidated and reportable segment basis. Adjusted EBITDA generally includes adjustments for items that impact comparability between periods. In addition, certain financial covenants related to Ashland’s 2022 Credit Agreement are based on similar non-GAAP measures and are defined further in the sections that reference this metric.

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In accordance with U.S. GAAP, Ashland recognizes actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. Actuarial gains and losses occur when actual experience differs from the estimates used to allocate the change in value of pension and other postretirement benefit plans to expense throughout the year or when assumptions change, as they may each year. Significant factors that can contribute to the recognition of actuarial gains and losses include changes in discount rates used to remeasure pension and other postretirement obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets and other changes in actuarial assumptions, for example, the life expectancy of plan participants. Management believes Adjusted EBITDA, which includes the expected return on pension plan assets yet excludes both the actual return on pension plan assets and the impact of actuarial gains and losses, provides investors with a meaningful supplemental presentation of Ashland’s operating performance (see the Adjusted EBITDA reconciliation table for additional details on exact amounts included within this non-GAAP measure related to pension and other postretirement plans). Management believes these actuarial gains and losses are primarily financing activities that are more reflective of changes in current conditions in global financial markets (and in particular interest rates) that are not directly related to the underlying business. For further information on the actuarial assumptions and plan assets referenced above, see Note L of the Notes to Consolidated Financial Statements.

EBITDA and Adjusted EBITDA

EBITDA totaled income of $142 million, $419 million and $1,342 million for 2024, 2023 and 2022, respectively. EBITDA and Adjusted EBITDA results in the following table 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.

These operating key items for the applicable periods are summarized as follows:


Nutraceuticals impairment and sale – During 2024, Ashland sold substantially all of the net assets of its Nutraceuticals business. As a result, Ashland recorded an impairment charge and loss on sale within the income (loss) on acquisitions and divestitures, net caption of the Statements of Consolidated Comprehensive Income (Loss) in 2024. See Note B of the Notes to Consolidated Financial Statements for more information;


Accelerated depreciation – As a result of product line optimization activities at two Specialty Additives manufacturing plants and a Personal Care manufacturing plant, Ashland recorded accelerated depreciation due to changes in the expected useful life of certain property, plant and equipment during 2024. See Note D of the Notes to Consolidated Financial Statements for more information;


Environmental reserve adjustments – Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. As a result of these activities, Ashland recorded adjustments during each year to its environmental liabilities and receivables primarily related to previously divested businesses or non-operational sites. See Note M of the Notes to Consolidated Financial Statements for more information;


Restructuring, separation and other costs – Ashland periodically implements company-wide and targeted 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 Consolidated Financial Statements for further information on the restructuring activities;


Asset impairments – Ashland recognized impairment charges to certain assets during 2024 and 2023. See Note D of the Notes to Consolidated Financial Statements for more information;


Other plant optimization costs – During 2024, Ashland incurred inventory adjustment and production costs associated with product line optimization actions;

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Nutraceuticals VAT reserve – During 2024, Ashland incurred a Value-Added Tax ("VAT") reserve associated with the sale of the Nutraceuticals business;


Argentina foreign currency devaluation – Following the enactment by the Argentina government of a 50% peso devaluation against the dollar, Ashland recorded a currency devaluation charge within the selling, general and administrative expense caption of the Statements of Consolidated Comprehensive Income (Loss) during 2024;


Legal settlement – During 2024, Ashland incurred $4 million in costs associated with a legal settlement;


Income on acquisitions and divestitures, net – Ashland recorded income of $6 million and $42 million during 2023 and 2022, respectively. The income was related to the pre-tax gains in connection with the sale of excess corporate property;


ICMS Brazil tax credit – In 2017, the Federal Supreme Court of Brazil ruled in a leading case that a Brazil value-added tax (ICMS) should not be included in the base used to calculate a taxpayer's federal contribution on total revenue known as PIS/COFINS (2017 Decision). Following favorable court rulings from lawsuits previously filed by two of Ashland's Brazilian subsidiaries challenging the inclusion of ICMS in Ashland's calculation of PIS/COFINS, Ashland received acknowledgment from the Brazilian tax authorities that allows Ashland to begin the process to recover the taxes. See Note M of the Notes to Consolidated Financial Statements for more information; and


Held for sale depreciation and amortization – Represents the depreciation and amortization for the Nutraceuticals business held for sale assets during fiscal 2024. See Note B of the Notes to Consolidated Financial Statements for more information.

Non-operating key items affecting EBITDA

During the current and prior years, there were certain key items that were not included in operating income (loss) but were excluded to arrive at Adjusted EBITDA. These non-operating key items for the applicable periods are summarized as follows:


Gain/loss on pension and other postretirement plan remeasurements – Ashland recognized actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. See Note L of the Notes to Consolidated Financial Statements for more information.

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(In millions)202420232022
Net income$169$178$927
Income tax expense (benefit)(223)(8)25
Net interest and other financing expense(24)6149
Depreciation and amortization(a)220243241
EBITDA1424191,342
Income (loss) from discontinued operations, net of income taxes30(10)(746)
Key items included in EBITDA:
Nutraceuticals impairment and sale107
Accelerated depreciation57
Environmental reserve adjustments455653
Restructuring, separation and other costs30105
Loss (gain) on pension and other postretirement plan remeasurements(b)14(2)(22)
Asset impairments114
Other plant optimization costs10
Nutraceuticals VAT reserve7
Argentina currency devaluation impact5
Legal settlement4
Income on acquisitions and divestitures, net(6)(42)
ICMS Brazil tax credit(12)
Held for sale depreciation and amortization(3)
Total key items included in EBITDA28750(6)
Adjusted EBITDA(b)$459$459$590
Total key items included in EBITDA$287$50$(6)
Unrealized (gain) loss on securities(60)(29)102
Total key items, before tax$227$21$96

(a)
Depreciation and amortization excludes accelerated depreciation of $2 million and $55 million for Personal Care and Specialty Additives for fiscal 2024, respectively, which is included as a key item within this table as a component of Adjusted EBITDA. Depreciation and amortization includes $3 million for Life Sciences associated with the Nutraceuticals business held for sale assets for fiscal 2024, which is included as a key item within this table as a component of Adjusted EBITDA.

(b)
Includes $12 million, $12 million and $7 million during 2024, 2023 and 2022, respectively, of net periodic pension and other postretirement expense recognized ratably through the fiscal year. These expenses are comprised of service cost, interest cost, expected return on plan assets, and amortization of prior service credit and are disclosed in further detail in Note L of the Notes to Consolidated Financial Statements.

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 (loss) 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 and Adjusted Diluted EPS from Continuing Operations Excluding Intangibles Amortization Expense in the following table have been prepared to illustrate these ongoing effects on 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.

In addition to the operating key items previously described, additional non-operating key items for the applicable periods are summarized as follows:


Unrealized gain on securities – represents gains recognized on restricted investments related to the Asbestos trust and Environmental trust for each period. See Note E of the Notes to Consolidated Financial Statements for more information;


Uncertain tax positions – represents the impact from the settlement of uncertain tax positions with various tax authorities for fiscal 2024 and 2023;

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Valuation allowance – represents the impact from the release of certain foreign tax credit valuation allowances;


Restructuring and separation activity – represents the tax impact of the held for sale classification for the Nutraceuticals business; and


Other and tax reform related activity – represents tax specific key items associated with foreign tax related activity for fiscal 2024.

202420232022
Diluted EPS from continuing operations (as reported)$3.95$3.13$3.20
Key items, before tax:
Nutraceuticals impairment and sale2.14
Accelerated depreciation1.14
Environmental reserve adjustments0.901.040.95
Restructuring, separation and other costs0.600.190.09
Loss (gain) on pension and other postretirement plan remeasurements0.29(0.04)(0.40)
Asset impairments0.220.08
Other plant optimization costs0.20
Nutraceuticals VAT reserve0.14
Argentina currency devaluation impact0.10
Legal settlement0.08
Income on acquisitions and divestitures, net(0.11)(0.75)
ICMS Brazil tax credit(0.22)
Held for sale depreciation and amortization(0.06)
Unrealized (gain) loss on securities(1.20)(0.54)1.82
Key items, before tax4.550.401.71
Tax effect of key items(a)(0.62)(0.02)(0.38)
Key items, after tax3.930.381.33
Tax specific key items:
Uncertain tax positions0.18(0.60)(0.15)
Valuation allowance0.10(0.12)(0.07)
Restructuring and separation activity(2.30)0.06
Other tax reform related activity(2.66)(0.11)
Tax specific key items(b)(4.68)(0.83)(0.16)
Total key items(0.75)(0.45)1.17
Adjusted Diluted EPS from Continuing Operations (non-GAAP)$3.20$2.68$4.37
Amortization expense adjustment (net of tax)(c)1.251.391.33
Adjusted Diluted EPS from Continuing Operations (non-GAAP) Excluding Intangibles Amortization Expense$4.45$4.07$5.70

(a)
Represents the diluted EPS impact from the tax effect of the key items that are previously 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 tax specific key items. For additional explanation of these tax specific key items, see the income tax expense (benefit) discussion within the following caption review section.

(c)
Amortization expense adjustment (net of tax) tax rates were 20% for each of the years ended 2024, 2023 and 2022.

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RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW

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

Results of Ashland’s reportable segments are presented based on its management and internal accounting structure. The structure is specific to Ashland; therefore, the financial results of Ashland’s reportable segments are not necessarily comparable with similar information for other companies. Ashland allocates all significant costs to its reportable segments except for certain significant company-wide restructuring activities, certain corporate governance costs and other costs or activities that relate to former businesses that Ashland no longer operates. The service cost component of pension and other postretirement benefits costs is allocated to each reportable segment on a ratable basis; while the remaining components of pension and other postretirement benefits costs are recorded within the other net periodic benefit loss (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 prior years for indirect corporate costs previously allocated to Performance Adhesives. These costs are reflected in Unallocated and Other for all periods presented.

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The following table shows sales, operating income (loss), depreciation and amortization and EBITDA by reportable segment for each of the last three years ended September 30.

20242023
(In millions)202420232022changechange
Sales
Life Sciences$810$869$815$(59)$54
Personal Care63459867836(80)
Specialty Additives572600719(28)(119)
Intermediates144185256(41)(71)
Intersegment sales(a)(47)(61)(77)1416
$2,113$2,191$2,391$(78)$(200)
Operating income (loss)
Life Sciences$168$172$155$(4)$17
Personal Care(b)735210221(50)
Specialty Additives(b)(32)10103(42)(93)
Intermediates295087(21)(37)
Unallocated and Other(b)(264)(112)(114)(152)2
$(26)$172$333$(198)$(161)
Depreciation expense
Life Sciences$38$41$35$(3)$6
Personal Care(c)363837(2)1
Specialty Additives(d)111586353(5)
Intermediates1313121
Unallocated and Other
$198$150$147$48$3
Amortization expense
Life Sciences$23$28$28$(5)$
Personal Care434747(4)
Specialty Additives101818(8)
Intermediates1(1)
Unallocated and Other
$76$93$94$(17)$(1)
EBITDA(e)
Life Sciences$229$241$218$(12)$23
Personal Care15213718615(49)
Specialty Additives89861843(98)
Intermediates4263100(21)(37)
Unallocated and Other(264)(112)(114)(152)2
$248$415$574$(167)$(159)

(a)
Intersegment sales from Intermediates are accounted for at prices that approximate fair value. All other intersegment sales are accounted for at cost.

(b)
Includes a $99 million impairment charge and a $8 million loss on sale, both related to the divestiture of the Nutraceuticals business within the income (loss) on acquisitions and divestitures, net in 2024. Includes a capital project impairment charge of $11 million within Personal Care in 2024 and a $4 million impairment charge related to a Specialty Additives facility in 2023.

(c)
Depreciation includes accelerated depreciation of $2 million for Personal Care in 2024.

(d)
Depreciation includes accelerated depreciation of $55 million for Specialty Additives in 2024.

(e)
Excludes income (loss) from discontinued operations and other net periodic benefit loss (income). See the Statement of Consolidated Comprehensive Income (Loss) for applicable amounts excluded.

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Life Sciences

Life Sciences is comprised of pharmaceuticals, nutrition, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals. Pharmaceutical solutions include controlled release polymers, disintegrants, tablet coating, thickeners, solubilizers, and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and binding structured foods. Customers include pharmaceutical, food, beverage, hospitals and radiologists and industrial manufacturers. The nutraceuticals business was sold in August 2024. See Note B of the the Notes to Consolidated Financial Statements for more information.

The following table provides a reconciliation of the change in sales for the Life Sciences operating segment between fiscal years 2024 and 2023 and between fiscal years 2023 and 2022.

(In millions)2024 change2023 change
Sales change
Volume$(46)$(33)
Price/mix(14)95
Foreign Currency1(8)
$(59)$54

The following table provides a reconciliation of the change in operating income for the Life Sciences operating segment between fiscal years 2024 and 2023 and between fiscal years 2023 and 2022.

(In millions)2024 change2023 change
Operating income change
Volume$(20)$(5)
Cost8(73)
Price/mix4100
Foreign Currency4(5)
$(4)$17

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 (loss) plus depreciation and amortization), Adjusted EBITDA (EBITDA adjusted for key items as applicable), and Adjusted EBITDA margin (Adjusted EBITDA divided by sales). Ashland does not allocate items to each reportable segment below operating income (loss), such as interest expense and income taxes. As a result, reportable segment EBITDA and Adjusted EBITDA are reconciled directly to operating income (loss) since it is the most directly comparable Statements of Consolidated Comprehensive Income (Loss) caption.

The following EBITDA presentation for the years ended September 30, 2024, 2023 and 2022, is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Life Sciences. The key items during the year ended September 30, 2024 related to charges of $1 million for environmental reserve adjustments which is more than offset by $3 million held for sale reversal of depreciation and amortization. The key items during the year ended September 30, 2023 related to charges of $4 million for restructuring actions and $2 million for environmental reserve adjustments. Life Sciences had no key items for the year ended September 30, 2022.

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20242023
(In millions)202420232022changechange
Operating income$168$172$155$(4)$17
Depreciation and amortization(a)646963(5)6
EBITDA232241218(9)23
Restructuring and other costs4(4)4
Environmental reserve adjustments12(1)2
Held for sale depreciation and amortization(3)(3)
Adjusted EBITDA$230$247$218$(17)$29
Operating income as a percent of sales20.7%19.8%19.0%90 bps80 bps
Adjusted EBITDA as a percent of sales28.4%28.4%26.7%0 bps170 bps

(a)
Depreciation and amortization includes $3 million for Life Sciences associated with the Nutraceuticals business held for sale assets for 2024 which is included as a key item within this table as a component of Adjusted EBITDA.

2024 compared to 2023

Life Sciences' sales decreased in 2024 due to lower volume and pricing, while operating income and Adjusted EBITDA decreased in 2024 due to lower volume partially offset by favorable product price/mix, deflationary raw materials, and favorable foreign currency exchange. The CMC portfolio optimization initiative and the Nutraceuticals business sale had an approximate $12 million negative sales impact during the year. Pharma and crop sales showed growth on stronger sales volumes partially offset by lower pricing.

2023 compared to 2022

Life Sciences' sales, operating income and Adjusted EBITDA increased in 2023 due to favorable price/mix actions, partially offset by higher costs associated with inflation, lower volumes and unfavorable foreign currency exchange. Life Sciences experienced a strong global demand for pharmaceutical ingredients in 2023.

Personal Care

Personal Care is comprised of biofunctionals, microbial protectants (preservatives), skin care, sun care, oral care, hair care and household solutions. These businesses have a broad range of natural, nature-derived, biodegradable, and high-performance 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. Personal Care 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.

The following table provides a reconciliation of the change in sales for the Personal Care operating segment between fiscal years 2024 and 2023 and between fiscal years 2023 and 2022.

(In millions)2024 change2023 change
Sales change
Volume$42$(121)
Price/mix(6)46
Foreign Currency(5)
$36$(80)

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The following table provides a reconciliation of the change in operating income for the Personal Care operating segment between fiscal years 2024 and 2023 and between fiscal years 2023 and 2022.

(In millions)2024 change2023 change
Operating income change
Volume$14$(47)
Price/mix1041
Foreign Currency4(1)
Costs(7)(43)
$21$(50)

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2024, 2023 and 2022, is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Personal Care. The key items during the year ended September 30, 2024 related to $11 million from a capital project impairment charge, $2 million of accelerated depreciation and $1 million from other plant optimization costs. Personal Care had no key items for the years ended September 30, 2023 and 2022.

20242023
(In millions)202420232022changechange
Operating income$73$52$102$21$(50)
Depreciation and amortization(a)778584(8)1
EBITDA15013718613(49)
Accelerated depreciation22
Other plant optimization costs11
Asset impairment1111
Adjusted EBITDA$164$137$186$27$(49)
Operating income as a percent of sales11.5%8.7%15.0%280 bps-630 bps
Adjusted EBITDA as a percent of sales25.9%22.9%27.4%300 bps-450 bps

(a)
Depreciation and amortization excludes accelerated depreciation of $2 million for Personal Care for 2024, which is included as a key item within this table as a component of Adjusted EBITDA.

2024 compared to 2023

Personal Care's sales increased in 2024 primarily due to higher volume partially offset by unfavorable pricing. Sales growth for Personal Care reflects improved demand in most regions for skin care and hair care. Personal Care’s globalization initiatives for biofunctionals and microbial protection also contributed to sales growth. As expected, oral care sales were adversely impacted by order timing with a key customer. Operating income and Adjusted EBITDA increased primarily due to higher volume, favorable product mix and foreign currency exchange, partially offset by higher cost including $11 million for a capital impairment charge and $2 million of accelerated depreciation for product line optimization activities associated with a manufacturing facility. The CMC portfolio optimization initiative had an approximate $7 million negative sales impact during the year. The performance impact for Avoca moderated near the end of the fiscal year.

2023 compared to 2022

Personal Care's sales, operating income and Adjusted EBITDA decreased in 2023 primarily due to lower volume, higher costs, and unfavorable foreign currency exchange, partially offset by favorable price/mix.

Specialty Additives

Specialty Additives is comprised of rheology- and performance-enhancing additives serving the architectural 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

M-20

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.

The following table provides a reconciliation of the change in sales for the Specialty Additives operating segment between fiscal years 2024 and 2023 and between fiscal years 2023 and 2022.

(In millions)2024 change2023 change
Sales change
Price/mix$(32)$43
Divestiture(3)
Volume6(155)
Foreign Currency1(7)
$(28)$(119)

The following table provides a reconciliation of the change in operating income for the Specialty Additives operating segment between fiscal years 2024 and 2023 and between fiscal years 2023 and 2022.

(In millions)2024 change2023 change
Operating income change
Costs$(34)$(71)
Price/mix(9)20
Divestiture(1)
Volume1(41)
Foreign Currency1(1)
$(42)$(93)

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2024, 2023 and 2022 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 Specialty Additives. The key items during 2024 included a $55 million charge for accelerated depreciation, $9 million of other plant optimization costs and $1 million related to environmental reserve adjustments within Specialty Additives, respectively. The key items during 2023 included a $4 million impairment charge associated with a manufacturing facility and $4 million related to environmental reserve adjustments within Specialty Additives, respectively. The key items during 2022 included $1 million related to environmental reserve adjustments within Specialty Additives.

20242023
(In millions)202420232022changechange
Operating income (loss)$(32)$10$103$(42)$(93)
Depreciation and amortization(a)667681(10)(5)
EBITDA3486184(52)(98)
Accelerated depreciation5555
Other plant optimization costs99
Asset impairment4(4)4
Environmental reserve adjustments141(3)3
Adjusted EBITDA$99$94$185$5$(91)
Operating income as a percent of sales-5.6%1.7%14.3%-730 bps-1260 bps
Adjusted EBITDA as a percent of sales17.3%15.7%25.7%160 bps-1000 bps

(a)
Depreciation and amortization excludes accelerated depreciation of $55 million for Specialty Additives for 2024, which is included as a key item within this table as a component of Adjusted EBITDA.

2024 compared to 2023

M-21

Specialty Additives' sales for 2024 decreased primarily due to unfavorable pricing, while operating income (loss) and Adjusted EBITDA decreased primarily due to higher costs, including $55 million of accelerated depreciation and $9 million of other costs for product line optimization activities associated with two Specialty Additives manufacturing facilities, and unfavorable price/mix partially offset by higher volume and favorable foreign currency exchange. The lower pricing was primarily in coatings with the largest impact related to China. The CMC and MC portfolio optimization initiatives had an approximate $11 million negative sales impact during the year.

2023 compared to 2022

Specialty Additives' sales, operating income (loss) and Adjusted EBITDA for 2023 decreased primarily due to lower volume, including the divestiture of a manufacturing facility, higher costs, and unfavorable foreign currency exchange, partially offset by favorable price/mix.

Intermediates

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

The following table provides a reconciliation of the change in sales for the Intermediates operating segment between fiscal years 2024 and 2023 and between fiscal years 2023 and 2022.

(In millions)2024 change2023 change
Sales change
Price/mix$(34)$(21)
Volume(7)(50)
Foreign Currency
$(41)$(71)

The following table provides a reconciliation of the change in operating income for the Intermediates operating segment between fiscal years 2024 and 2023 and between fiscal years 2023 and 2022.

(In millions)2024 change2023 change
Operating income change
Price/mix$(27)$(14)
Volume(4)(20)
Cost10(2)
Foreign Currency(1)
$(21)$(37)

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2024, 2023 and 2022 is provided as a means to enhance the understanding of financial measurements that Ashland has internally

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determined to be relevant measures of comparison for the results of Intermediates. Intermediates had no key items for the years ended September 30, 2024, 2023 and 2022.

20242023
(In millions)202420232022changechange
Operating income$29$50$87$(21)$(37)
Depreciation and amortization131313
EBITDA4263100(21)(37)
None
Adjusted EBITDA$42$63$100$(21)$(37)
Operating income as a percent of sales20.1%27.0%34.0%-690 bps-700 bps
Adjusted EBITDA as a percent of sales29.2%34.1%39.1%-490 bps-500 bps

2024 compared to 2023

Intermediates' sales, operating income and Adjusted EBITDA for 2024 decreased primarily due to unfavorable pricing and lower volume, partially offset by lower costs.

2023 compared to 2022

Intermediates' sales, operating income and Adjusted EBITDA for 2023 decreased primarily due to lower volume, unfavorable price/mix, higher costs and unfavorable foreign currency exchange.

Unallocated and other

The following table summarizes the key components of the Unallocated and other segment’s operating income (loss) for each of the last three years ended September 30.

Unallocated and Other
(In millions)202420232022
Restructuring activities$(30)$(9)$(14)
Environmental expenses(43)(49)(51)
ICMS Brazil tax credit12
Income (loss) on acquisitions and divestitures, net(115)642
Argentina currency devaluation impact(5)
Other expenses (primarily governance and legacy expenses)(71)(72)(91)
Total expense$(264)$(112)$(114)

Unallocated and other recorded expense of $264 million, $112 million and $114 million for 2024, 2023 and 2022, respectively. The charges for restructuring activities of $30 million, $9 million and $14 million during 2024, 2023 and 2022, respectively, were primarily comprised of the following items:


$30 million, $9 million and $5 million of severance, lease abandonment and other restructuring costs related to company-wide cost reduction programs during 2024, 2023 and 2022, respectively; and


$9 million of stranded divestiture costs during 2022.

The remaining items included: $43 million, $49 million and $51 million for environmental expenses in 2024, 2023 and 2022, respectively, expense of $5 million related to the devaluation of the currency in Argentina and loss of $115 million in 2024 (including a $107 million impairment charge and loss on sale associated with the Nutraceuticals business as well as a $7 million charge related to Nutraceutical VAT reserves) compared to income of $6 million and $42 million from acquisitions and divestitures in 2023 and 2022 related to excess corporate property sales, respectively, see income (loss) on acquisitions and divestitures, net caption review above for additional details, and income of $12 million for ICMS tax credits in Brazil in 2023 (see Note M for more information).

Other expenses between periods were driven by increases and decreases in governance and legacy expenses associated with foreign currency, deferred compensation, stock compensation and incentive compensation.

M-23

FINANCIAL POSITION

Liquidity

Ashland had $300 million in cash and cash equivalents as of September 30, 2024, of which $282 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 withholding 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. At September 30, 2024, Ashland has total remaining borrowing capacity of $596 million available under the Revolving Credit Facility and foreign Accounts Receivable Securitization Facility. Ashland had no available liquidity under the U.S. and Foreign Accounts Receivable Sales Program, respectively, as of September 30, 2024. Ashland has no maturities related to revolving credit facilities or bonds until fiscal 2027.

On October 19, 2023, Ashland entered, through an Ireland based, wholly-owned, bankruptcy-remote consolidated special purpose entity (SPE), into a three-year agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of certain wholly-owned Ashland subsidiaries (Foreign Accounts Receivable Sales Program) primarily in Europe. Under the agreement, Ashland can transfer whole receivables up to a limit established by the buyer, which is currently set at a maximum of €125 million subject to other limitations as applicable. Ashland accounts for receivables transferred to buyers as part of this agreement as sales. See Note H for more information on the Foreign Accounts Receivables Sale Program.

During April 2024, Ashland authorized a financing program offered through JP Morgan and Taulia Alliance. Under this program, JP Morgan and its affiliates may purchase certain confirmed receivables directly from suppliers pursuant to the terms of a separate arrangement entered into between JPMorgan and such suppliers. There were no changes to Ashland's standard payment terms with its suppliers in connection with this program. Ashland provides no guarantees to the third party under this program. As of September 30, 2024, the program is in systems implementation phase and has not yet been offered to suppliers.

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.

Ashland’s cash flows from operating, investing and financing activities, as reflected in the Statements of Consolidated Cash Flows, are summarized as follows.

(In millions)202420232022
Cash provided (used) by:
Operating activities from continuing operations$462$294$193
Investing activities from continuing operations(51)(109)(102)
Financing activities from continuing operations(479)(371)(896)
Discontinued operations(51)(51)1,252
Effect of currency exchange rate changes on cash and cash equivalents28(11)
Net increase (decrease) in cash and cash equivalents$(117)$(229)$436

Ashland paid income taxes of $53 million during 2024 compared to $63 million in 2023 (of which $16 million related to discontinued operations) and $406 million in 2022 (of which $339 million related to discounted operations). Cash receipts for interest income were $10 million in 2024, $12 million in 2023, and $4 million in 2022, respectively, while cash payments for interest expense amounted to $52 million in 2024, $53 million in 2023 and $56 million in 2022.

M-24

Operating activities

The following discloses the cash flows associated with Ashland’s operating activities for 2024, 2023 and 2022, respectively.

(In millions)202420232022
Cash flows provided (used) by operating activities from continuing operations
Net income$169$178$927
Loss (income) from discontinued operations, net of income taxes30(10)(746)
Adjustments to reconcile income from continuing operations to cash flows from operating activities
Depreciation and amortization274243241
Original issue discount and debt issuance cost amortization667
Deferred income taxes(302)(32)(35)
Gain from sales of property and equipment(1)
Stock based compensation expense - Note O152218
Excess tax benefits on stock based compensation21
Loss (income) from restricted investments(74)(43)86
Loss (income) on acquisitions and divestitures, net - Notes B107(7)(42)
Asset impairments114
Pension contributions(15)(8)(5)
Loss (gain) on pension and other postretirement plan remeasurements14(2)(22)
Change in operating assets and liabilities(a)227(58)(237)
Total cash flows provided by operating activities from continuing operations$462$294$193

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

Cash flows provided by operating activities from continuing operations, a major source of Ashland’s liquidity, amounted to $462 million in 2024, $294 million in 2023 and $193 million in 2022.

Operating Activities - Operating Assets and Liabilities

The cash results during each year were primarily driven by net income, excluding discontinued operation results, adjusted for certain non-cash items including depreciation and amortization (including debt issuance cost amortization), income (loss) on acquisitions and divestitures, net as well as changes in working capital, which are fluctuations within accounts receivable, inventory, trade payables and accrued expenses.

The following details certain changes in key operating assets and liabilities for 2024, 2023 and 2022, respectively.

(In millions)202420232022
Cash flows from assets and liabilities(a)
Accounts receivable$96$58$(23)
Inventories79(7)(141)
Trade and other payables56(112)34
Other assets and liabilities(4)3(107)
Change in operating assets and liabilities$227$(58)$(237)

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

M-25

Changes in net working capital accounted for inflows of $231 million in 2024, outflows of $61 million in 2023 and $130 million in 2022, and were driven by the following:


Accounts receivable – Changes in accounts receivable resulted in inflows of $96 million and $58 million, and outflows of $23 million in 2024, 2023 and 2022, respectively. The U.S. Accounts Receivable Sales Program contributed to inflows of $1 million, outflows of $40 million, and inflows of $17 million in 2024, 2023 and 2022, respectively. The Foreign Accounts Receivable Sales Program contributed to inflows of $104 million in 2024. Sales volumes in each period and activity from the U.S. and Foreign Accounts Receivable Sales Program were the main drivers of changes between periods.


Inventory – Changes in inventory resulted in cash inflows of $79 million in 2024, outflows of $7 million in 2023 and outflows of $141 million in 2022 and were primarily driven by inventory production levels and volumes. Additionally, 2022 was impacted by cost inflation and management efforts to rebuild inventory levels globally in response to global supply-chain challenges.


Trade and other payables – Changes in trade and other payables resulted in cash inflows of $56 million in 2024, cash outflows of $112 million in 2023, and cash inflows of $34 million in 2022, respectively, and primarily related to the timing of certain payments, most notably incentive plan payments in 2023 for fiscal year 2022.

The remaining cash outflows of $4 million, inflows of $3 million, and outflows of $107 million in 2024, 2023 and 2022, respectively, 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 such as payments associated with environmental remediation.

Operating Activities - Other

Operating cash flows for 2024 included income from continuing operations of $199 million and significant non-cash adjustments of $274 million for depreciation and amortization, $15 million for stock-based compensation expense, $74 million of gains from restricted investments, $14 million loss on pension and other postretirement plan remeasurements, $302 million for deferred taxes, and $107 million of loss on acquisitions and divestitures, net.

Operating cash flows for 2023 included income from continuing operations of $168 million and significant non-cash adjustments of $243 million for depreciation and amortization, $22 million for stock-based compensation expense, $43 million of gains from restricted investments, $2 million gain on pension and other postretirement plan remeasurements, $32 million for deferred taxes, and $7 million of income on acquisitions and divestitures, net.

Operating cash flows for 2022 included income from continuing operations of $181 million and significant non-cash adjustments of $241 million for depreciation and amortization, $18 million for stock-based compensation expense, $86 million of losses from restricted investments, a $22 million gain on pension and other postretirement plan remeasurements, $35 million for deferred taxes, and $42 million of income on acquisitions and divestitures, net.

M-26

Investing activities

The following discloses the cash flows associated with Ashland’s investing activities for 2024, 2023 and 2022.

(In millions)202420232022
Cash flows provided (used) by investing activities from continuing operations
Additions to property, plant and equipment$(137)$(170)$(113)
Proceeds from disposal of property, plant and equipment1151
Proceeds from sale or restructuring of operations26
Proceeds from settlement of company-owned life insurance contracts163
Company-owned life insurance payments(5)(5)(4)
Funds restricted for specific transactions(5)(9)(74)
Reimbursement from restricted investments795835
Proceeds from sale of securities534787
Purchase of securities(53)(47)(87)
Other investing cash flows(10)
Total cash flows used by investing activities from continuing operations$(51)$(109)$(102)

Cash used by investing activities was $51 million in 2024 compared to $109 million and $102 million in 2023 and 2022, respectively. The significant cash investing activities for the current year primarily related to cash outflows of $137 million for capital expenditures, $10 million for lease asset acquisition and $5 million restricted for investment trust purposes for environmental remediation. Additionally, there were inflows of $26 million from the sale of the Nutraceuticals business and reimbursements of $79 million from the restricted renewable annual investment trusts.

The significant cash investing activities for 2023 primarily related to cash outflows of $170 million for capital expenditures and $9 million restricted for investment trust purposes for environmental remediation. Additionally, there were inflows of $11 million from the disposal of excess corporate property, which were used to provide additional funding to the environmental trust, and reimbursements of $58 million from the restricted renewable annual investment trusts.

The significant cash investing activities for 2022 primarily related to cash outflows of $113 million for capital expenditures and $74 million restricted for investment trust purposes for environmental remediation. Additionally, there were inflows of $51 million from the disposal of excess corporate property and reimbursements of $35 million from the restricted renewable annual investment trusts.

Financing activities

The following discloses the cash flows associated with Ashland’s financing activities for 2024, 2023 and 2022, respectively.

(In millions)202420232022
Cash flows provided (used) by financing activities from continuing operations
Repayment of long-term debt(250)
Proceeds from (repayment of) short-term debt(16)16(365)
Repurchase of common stock(380)(300)(200)
Debt issuance costs(2)
Cash dividends paid(78)(76)(70)
Stock based compensation employee withholding taxes paid in cash(5)(11)(9)
Total cash flows used by financing activities from continuing operations$(479)$(371)$(896)

Cash used by financing activities was $479 million for 2024, $371 million for 2023, and $896 million for 2022. Significant cash financing activities for 2024 included outflows of $380 million for common stock repurchases, short-term debt repayment of $16 million, and cash dividends paid of $1.58 per share, for a total of $78 million. See Note N for additional information.

Significant cash financing activities for 2023 included outflows of $300 million for common stock repurchases and cash dividends paid of $1.44 per share, for a total of $76 million. See Note N for additional information.

M-27

Significant cash financing activities for 2022 included outflows of $250 million for the full prepayment of the term loan A and short-term debt repayment of $365 million. See Note H for additional information. 2022 also included cash dividends paid of $1.27 per share, for a total of $70 million and common stock repurchases of $200 million.

Cash provided (used) by discontinued operations

The following discloses the cash flows associated with Ashland’s discontinued operations for 2024, 2023 and 2022, respectively.

(In millions)202420232022
Cash provided (used) by discontinued operations
Operating cash flows$(51)$(51)$(406)
Investing cash flows1,658
Total cash provided (used) by discontinued operations$(51)$(51)$1,252

Cash flows for discontinued operations in 2024, 2023 and 2022 primarily related to cash outflows of $4 million related to cash taxes paid, $39 million and $6 million related to asbestos and environmental payments, respectively, $2 million related to insurance payments partially offset by cash inflows of $2 million related to Valvoline in 2024; outflows of $16 million related to cash taxes paid partially offset by cash inflows of $15 million related to Valvoline in 2023; inflows of $1.3 billion (which includes net proceeds from the completed sale of the Performance Adhesives business segment of $1.7 billion in 2022) related to the divestiture of the Performance Adhesives business segment including $339 million in cash tax payments associated with the transaction in 2022. The remaining cash flows for discontinued operations for these years related to other previously divested businesses, including net payments of asbestos and environmental liabilities related to those divested businesses.

Free Cash Flow and other liquidity resources

The following represents Ashland’s calculation of Free Cash Flow and Ongoing Free Cash Flow for the disclosed periods. Free Cash Flow does not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments.

September 30
(In millions)202420232022
Total cash flows provided by operating activities from continuing operations$462$294$193
Less:
Additions to property, plant and equipment(137)(170)(113)
Free Cash Flow32512480
Cash (inflows) outflows from U.S. Accounts Receivable Sales Program(a)(1)40(17)
Cash (inflows) outflows from Foreign Accounts Receivable Sales Program(b)(104)
Restructuring-related payments(c)14810
Environmental and related litigation payments(d)364554
Ongoing Free Cash Flow$270$217$127
Net Income169178927
Adjusted EBITDA(e)459459590
Operating Cash Flow Conversion(f)273%165%21%
Ongoing Free Cash Flow Conversion(g)59%47%22%

(a)
Represents activity associated with the U.S. Accounts Receivable Sales Program impacting each period presented.

(b)
Represents activity associated with the Foreign Accounts Receivable Sales Program impacting each period presented.

(c)
Restructuring payments incurred during each period.

(d)
Represents cash outflows associated with environmental and related litigation payments which will be reimbursed by the environmental trust.

(e)
See Adjusted EBITDA reconciliation.

(f)
Operating Cash Flow Conversion is defined as Cash flows provided by operating activities from continuing operations divided by Net income.

(g)
Ongoing Free Cash Flow Conversion is defined as Ongoing Free Cash Flow divided by Adjusted EBITDA.

Working capital (current assets minus current liabilities, excluding long-term debt due within one year) amounted to $705 million and $1,050 million as of September 30, 2024 and September 30, 2023, respectively. The $345 million decrease in working capital was driven by a reduction in cash and cash equivalents, primarily associated with repurchases of common stock and lower

M-28

trade working capital (accounts receivable and inventories minus trade and other payables and accrued expenses and other liabilities), including sales of foreign accounts receivables under the new Foreign Accounts Receivable Sales Program, partially offset by an increase in refundable income taxes. The $53 million increase in Ongoing Free Cash Flows between periods was primarily a result of reduced trade working capital compared to the prior year. Liquid assets (cash, cash equivalents and accounts receivable) amounted to 111% and 166% of current liabilities (excluding current liabilities held for sale) as of September 30, 2024 and September 30, 2023, respectively.

The following summary reflects Ashland’s cash, investment securities and unused borrowing capacity as of September 30, 2024, 2023 and 2022.

September 30
(In millions)202420232022
Cash and investment securities
Cash and cash equivalents$300$417$646
Restricted investments(a)368367374
Unused borrowing capacity
Revolving credit facility$596$594$581
2018 accounts receivable securitization (foreign)NA10499
U.S Accounts Receivable Sales Program
Foreign Accounts Receivable Sales Program

(a)
Includes $248 million, $243 million and $245 million related to the Asbestos trust and $120 million, $124 million and $129 million related to the Environmental trust as of September 30, 2024, 2023 and 2022 respectively.

The borrowing capacity remaining under the 2022 Credit Agreement was $596 million, which reflects the full $600 million Revolving Credit Facility less a reduction of $4 million for letters of credit outstanding at September 30, 2024. In total, Ashland’s available liquidity position, which includes cash, the revolving credit facility, and accounts receivable securitization facilities, was $896 million at September 30, 2024 as compared to $1,115 million at September 30, 2023 and $1,326 million at September 30, 2022. Ashland had zero available liquidity under the U.S. and Foreign Accounts Receivable Sales Program, respectively, as of September 30, 2024. Ashland also maintained $368 million of restricted investments to pay for future asbestos claims and environmental remediation and related litigation.

Capital resources

Debt

The following summary reflects Ashland’s debt as of September 30, 2024 and 2023.

September 30
(In millions)20242023
Short-term debt$$16
Long-term debt (less debt issuance cost discounts)(a)1,3491,314
Total debt$1,349$1,330

(a)
Includes $12 million and $13 million of debt issuance cost discounts as of September 30, 2024 and 2023, respectively. The current portion of long-term debt was zero for both September 30, 2024 and 2023.

Ashland continues to maintain the 2022 Credit Agreement which provides for a $600 million five-year revolving credit facility. Proceeds of borrowings under the 2022 Revolving Credit Facility provide ongoing working capital and are used for other general corporate purposes.

Debt as a percent of capital employed was 32% at September 30, 2024 and 30% at September 30, 2023. At September 30, 2024, Ashland’s total debt had an outstanding principal balance of $1,390 million, discounts of $29 million and debt issuance costs of $12 million. Ashland had no long-term debt (excluding debt issuance costs) maturing within the next 2 years, $4 million due in fiscal 2027 and $558 million due in fiscal 2028.

M-29

Credit Agreements and Refinancing

2022 Credit Agreement

During July 2022, Ashland, through two of its subsidiaries, enacted an amendment to the 2020 credit agreement. The amended credit agreement (the 2022 Credit Agreement) provides for a $600 million five-year revolving credit facility (the 2022 Revolving Credit Facility). The 2022 Credit Agreement and the obligations of Ashland Services B.V. under the 2022 Revolving Credit Facility are guaranteed by Ashland.

At Ashland’s option, loans issued under the 2022 Credit Agreement will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR or an alternate base rate and (b) in the case of loans denominated in Euros, EURIBOR, in each case plus the applicable interest rate margin. Loans will initially bear interest at Term SOFR or EURIBOR plus 1.250% per annum, in the case of Term SOFR borrowings or EURIBOR borrowings, respectively, or at the alternate base rate plus 0.250% per annum, in the case of alternate base rate borrowings, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between Term SOFR or EURIBOR plus 1.250% per annum and Term SOFR or EURIBOR plus 1.750% per annum (or between the alternate base rate plus 0.250% per annum and the alternate base rate plus 0.750% per annum), based upon the Consolidated Net Leverage Ratio (as defined in the 2022 Credit Agreement) at such time. Term SOFR borrowings are subject to a credit spread adjustment of 0.10% per annum. In addition, the Company will initially be required to pay fees of 0.125% per annum on the daily unused amount of the 2022 Revolving Credit Facility through and including the date of delivery of a quarterly compliance certificate, and thereafter the fee rate will fluctuate between 0.125% and 0.275% per annum, based upon the Consolidated Net Leverage Ratio. Borrowings under the 2022 Credit Agreement may be prepaid at any time without premiums.

As a result of the amendment of the 2020 Credit Agreement, Ashland recognized a $1 million charge for accelerated amortization of previously capitalized debt issuance costs during 2022, which is included in the net interest and other expense (income) caption of the Statements of Consolidated Comprehensive Income (Loss). Ashland also incurred $2 million of new debt issuance costs in connection with the 2022 Credit Agreement, of which $1 million was expensed immediately during 2022 within the net interest and other expense (income) caption of the Statements of Consolidated Comprehensive Income (Loss). The remaining balance is amortized using the straight-line method.

The 2022 Credit Agreement contains financial covenants for leverage and interest coverage ratios akin to those in effect under the 2020 Credit Agreement. The 2022 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 indebtedness, further negative pledges, investments, mergers, sale of assets and restricted payments, and other customary limitations.

Debt repayments and repurchases

Cash repatriation

During 2024 and 2023, Ashland repatriated approximately $305 million and $92 million, respectively, in cash.

2022 Debt repayments and repurchases

2020 Credit Agreement

During 2022, Ashland prepaid its Term loan A principal balance of $250 million.

Other Debt

During 2022, Ashland repaid the outstanding balance on its European short-term loan facility for $23 million.

Accounts receivable facilities and off-balance sheet arrangements

U.S. accounts receivable sales program

On March 17, 2021, a wholly-owned, bankruptcy-remote special purpose entity and consolidated Ashland subsidiary (SPE) entered into an agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged

M-30

receivables, of two other U.S. based Ashland subsidiaries. On April 14, 2023, Ashland entered into Second and Third Amendments associated with this current program, whereby the scheduled termination date was extended to April 14, 2025 and the buyer's limits were reduced to allow for transfer of whole receivables up to a limit set at $115 million between February and October of each year and up to $100 million all other times. On September 13, 2024, Ashland entered into a Fourth Amendment associated with this current program, whereby the scheduled termination date was extended to September 11, 2026 and the buyer's limits were reduced to allow for transfer of whole receivables up to a limit set at $80 million between September 13, 2024 to (and including) December 31, 2024 and up to $70 million from January 1, 2025 through the termination date of the agreement. Ashland’s continuing involvement is limited to servicing the receivables, including billing, collections and remittance of payments to the buyers as well as a limited guarantee on over-collateralization.

Ashland determined that any receivables transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership. Ashland received a true sale at law and non-consolidation opinions to support the legal isolation of these receivables. Ashland accounts for the receivables transferred to buyers as sales. Ashland recognizes any gains or losses based on the excess of proceeds received net of buyer’s discounts and fees compared to the carrying value of the assets. Proceeds received, net of buyer’s discounts and fees, are recorded within the operating activities of the Statements of Consolidated Cash Flows. Losses on sale of assets, including related transaction expenses are recorded within the net interest and other expense (income) caption of the Statements of Consolidated Comprehensive Income (Loss). Ashland regularly assesses its servicing obligations and records them as assets or liabilities when appropriate. Ashland also monitors its obligation with regards to the limited guarantee and records the resulting guarantee liability when warranted. When applicable, Ashland discloses the amount of the receivable that serves as over-collateralization as a restricted asset.

Ashland recognized a $3 million, a $3 million and a $1 million loss within the Statements of Consolidated Comprehensive Income (Loss) for 2024, 2023 and 2022, respectively, within the net interest and other expense (income) caption associated with sales under the program. Ashland has recorded $71 million of sales against the buyer’s limit, which was $71 million at September 30, 2024, compared to $86 million of sales against the buyer's limit, which was $86 million at September 30, 2023. Ashland transferred $85 million and $106 million in receivables to the SPE as of September 30, 2024 and 2023, respectively. Ashland recorded liabilities related to its service obligations and limited guarantee as of September 30, 2024 and 2023 of less than $1 million. As of September 30, 2024 and 2023, the year-to-date gross cash proceeds received for receivables transferred and derecognized were $323 million and $217 million, respectively, of which $322 million and $241 million were collected by Ashland in our capacity as a servicer of the receivables and remitted to the buyer. The difference between receivables transferred and derecognized versus collected of $1 million and $24 million for the periods ended September 30, 2024 and 2023, respectively, represents the impact of a net increase and a net reduction in account receivable sales volume during each year.

2018 foreign accounts receivable securitization

In October 2023, Ashland terminated its 2018 Foreign Accounts Receivable Securitization Facility. The program had no outstanding borrowings at its termination. This program did not meet criteria for sale accounting and was reported as secured borrowing under ASC 860. At September 30, 2023, the outstanding amount of accounts receivable transferred by Ashland to the purchaser was $124 million. The weighted-average interest rate for this instrument was 0.5% for 2023.

Foreign Accounts Receivable Sales Program

On October 19, 2023, Ashland entered, through an Ireland based, wholly-owned, bankruptcy-remote consolidated special purpose entity (the "SPE"), into a three-year agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of certain wholly-owned Ashland subsidiaries (Foreign Accounts Receivable Sales Program) primarily in Europe. Under the agreement, Ashland can transfer whole receivables up to a limit established by the buyer, which is currently set at €125 million. Ashland’s continuing involvement is limited to servicing the receivables, including billing, collections and remittance of payments to the buyers as well as a limited guarantee on over-collateralization.

Ashland determined that any receivables transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership. Ashland received true sale at law and non-consolidation opinions from independent qualified legal advisors in the jurisdiction of each originating subsidiary to support the legal isolation of these receivables. Consequently, Ashland accounts for receivables transferred to buyers as part of this agreement as sales.

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Through September 30, 2024, Ashland has sold $104 million in receivables under this agreement. Accordingly, Ashland recognized a loss of $3 million within the net interest and other expense (income) caption of the Statements of Consolidated Income (Loss) for the twelve months ended September 30, 2024. Ashland recorded $104 million in sales and gross proceeds received against the buyer's limit, which was $104 million at September 30, 2024. Ashland transferred $155 million in receivables to the SPE as of September 30, 2024. Ashland recorded less than $1 million in liabilities related to its service obligations and limited guarantee as of September 30, 2024.

Supply Chain Finance Program

During April 2024, Ashland authorized a financing program offered through JP Morgan and Taulia Alliance. Under this program, JP Morgan and its affiliates may purchase certain confirmed receivables directly from suppliers pursuant to the terms of a separate arrangement entered into between JPMorgan and such Suppliers. There were no changes to Ashland's standard payment terms with its suppliers in connection with this program. Ashland provides no guarantees to JP Morgan under this program. As of September 30, 2024, the program has not yet been offered to suppliers for utilization.

Other debt

At September 30, 2024 and 2023, Ashland held other debt totaling $71 million and $83 million, respectively, comprised primarily of the 6.50% notes due 2029 and other notes.

Available borrowing capacity and liquidity

The borrowing capacity remaining under the $600 million 2022 Revolving Credit Facility was $596 million due to a reduction of $4 million for letters of credit outstanding at September 30, 2024. Ashland's total borrowing capacity at September 30, 2024 was $596 million.

Additionally, Ashland has no available liquidity under its current U.S. and Foreign Accounts Receivable Sales Program.

Covenants related to current Ashland debt agreements

Ashland’s debt 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 September 30, 2024, Ashland was in compliance with all debt agreement covenant restrictions.

The maximum consolidated net leverage ratio permitted under the 2022 Credit Agreement is 4.0. The 2022 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 2022 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, certain environmental charges, non-cash 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 non-cash 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 in the "Use of non-GAAP measures" 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 September 30, 2024, Ashland’s calculation of the consolidated net leverage ratio was 2.3.

The minimum required consolidated interest coverage ratio under the 2022 Credit Agreement is 3.0. The 2022 Credit Agreement defines the consolidated interest coverage ratio as the ratio of Covenant Adjusted EBITDA to consolidated interest charges for any measurement period. At September 30, 2024, 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 1.7x effect on the consolidated interest coverage ratio. Any change in consolidated indebtedness of $100 million would affect the consolidated net leverage ratio by approximately 0.2x.

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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 September 30, 2024, both Moody’s Investor Services and Standard & Poor’s outlook remained at stable. Subsequent changes to these ratings or outlook may have an effect on Ashland’s borrowing rate or ability to access capital markets in the future.

Additional capital resources

Ashland 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.

Ashland expects the following material cash funding requirements from known contractual obligations at September 30, 2024:

Less thanMore than
(In millions)Total1 year1 year
Material Cash Funding Requirements Contractual obligations
Raw material and service contract purchase obligations(a)$224$69$155
Employee benefit obligations(b)701456
Operating lease obligations(c)15923136
Interest payments(d)55358495
Unrecognized tax benefits(e)65263
One-time transition tax(f)291316
Total contractual obligations$1,100$179$921
Other commitments
Letters of credit(g)$47$47$

(a)
Includes raw material and service contracts where minimal committed quantities and prices are fixed.

(b)
Includes estimated funding of Ashland’s qualified U.S. and non-U.S. pension plans for 2024 as well as projected benefit payments through 2031 under Ashland’s unfunded pension and other postretirement benefit plans. Excludes the benefit payments from the pension plan trust funds. See Note L of the Notes to Consolidated Financial Statements for additional information.

(c)
Includes leases for office buildings, transportation equipment, warehouses and storage facilities and other equipment. For further information, see Note J of the Notes to Consolidated Financial Statements.

(d)
Includes interest expense on both variable and fixed rate debt assuming no prepayments. Variable interest rates have been assumed to remain constant through the end of the term at rates that existed as of September 30, 2024.

(e)
Due to uncertainties in the timing of the effective settlement of tax positions with respect to taxing authorities, Ashland is unable to determine the timing of payments related to noncurrent unrecognized tax benefits, including interest and penalties. Therefore, these amounts were included in the “More than 1 year” column.

(f)
As a result of the Tax Act enacted during fiscal year 2017, Ashland has currently recorded a $29 million liability for the one-time transition tax. This liability will be payable over two years.

(g)
Ashland issues various types of letters of credit as part of its normal course of business.

Total Equity

Total equity was $2,868 million and $3,097 million at September 30, 2024 and September 30, 2023, respectively. During 2024, there were increases of $169 million for net income, $54 million for deferred translation gains, $9 million for common shares issued under stock incentive plans, and $1 million increase for unrealized gains on commodity hedges. The increases were more than offset by decreases of $79 million for dividends paid during 2024, and $383 million for repurchases of common stock (which includes $3 million in excise tax on stock repurchases).

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2023 Stock repurchase program

On June 28, 2023, Ashland's board of directors authorized a new evergreen $1 billion common share repurchase program ("2023 Stock Repurchase Program"). The new authorization terminated and replaced the 2022 Stock Repurchase Program, which had $200 million outstanding at the date of termination. In 2022, the 2022 Stock Repurchase Program replaced and terminated the 2018 $1 billion share repurchase program, which had $150 million outstanding at its date of termination on May 22, 2022. As of September 30, 2024, $620 million remained available for repurchase under the 2023 Repurchase Program.

The following table provides the stock repurchase activity for fiscal years 2024, 2023, and 2022:

(In millions, except per share amounts)202420232022
Number of shares repurchased4.303.102.85
Weighted-average price per share(a)$88.70$97.33$70.09
Aggregate purchase price(a)$380$300$200
Program2023 Stock Repurchase Program2022 Stock Repurchase Program2018 Stock Repurchase Program

(a)
Includes transactions costs.

Stockholder dividends

Ashland paid dividends per common share of $1.58, $1.44 and $1.27 during 2024, 2023 and 2022, respectively.

In May 2024, the Board of Directors of Ashland announced a quarterly cash dividend of 40.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 38.5 cents per share. The dividend was paid in the third and fourth quarter of fiscal 2024.

In May 2023, the Board of Directors of Ashland announced a quarterly cash dividend of 38.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 33.5 cents per share. The dividend was paid in the third and fourth quarter of fiscal 2023.

In May 2022, the Board of Directors of Ashland announced a quarterly cash dividend of 33.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 30.0 cents per share. This dividend was paid in the third and fourth quarters of fiscal 2022 and the first and second quarters of fiscal 2023.

In May 2021, the Board of Directors of Ashland announced a quarterly cash dividend of 30.0 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 27.5 cents per share. This dividend was paid in the third and fourth quarters of fiscal 2021 and the first and second quarters of fiscal 2022.

Capital expenditures

Capital expenditures were $137 million for 2024 and averaged $140 million during the last three years. Ashland expects capital expenditures over the next three years to average approximately $123 million per year. A summary of capital expenditures by reportable segment during 2024, 2023 and 2022 follow.

(In millions)202420232022
Life Sciences$61$46$28
Personal Care112014
Specialty Additives619961
Intermediates237
Unallocated and Other223
Total capital expenditures$137$170$113

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A summary of the capital employed in Ashland’s current operations, which is calculated by adding equity to capital investment, as of the end of the last two years is as follows.

(In millions)20242023
Capital employed(a)
Life Sciences$1,696$1,807
Personal Care882943
Specialty Additives1,3511,421
Intermediates101116

(a)
Excludes the assets and liabilities classified within unallocated and other which primarily includes debt and other long-term liabilities such as asbestos and pension. The net liability in unallocated and other was $1,162 million and $1,190 million as of September 30, 2024 and 2023, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

As part of its normal course of business, Ashland is a party to various financial guarantees and other commitments. These arrangements involve elements of performance and credit risk that are not included in the Consolidated Balance Sheets. The possibility that Ashland would have to make actual cash expenditures in connection with these obligations is largely dependent on the performance of the guaranteed party, or the occurrence of future events that Ashland is unable to predict. The fair value of these guarantees is not significant.

NEW ACCOUNTING PRONOUNCEMENTS

For a discussion and analysis of recently issued accounting pronouncements and its impact on Ashland, see Note A of the Notes to Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of Ashland’s 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, environmental remediation, asbestos litigation, the accounting for goodwill and other intangible assets and income taxes. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. Management has reviewed the estimates affecting these items with the Audit Committee of Ashland’s Board of Directors.

Environmental remediation and asset retirement obligations

Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. At September 30, 2024, such locations included 53 sites where Ashland has been identified as a potentially responsible party under Superfund or similar state laws, 108 current and former operating facilities and about 1,225 service station properties, of which 14 are being actively remediated. See Note N of the Notes to Consolidated Financial Statements for additional information.

Ashland’s reserves for environmental remediation and related environmental litigation amounted to $221 million at September 30, 2024 compared to $214 million at September 30, 2023 of which $164 million at September 30, 2024 and $165 million at September 30, 2023 were classified in other noncurrent liabilities on the Consolidated Balance Sheets. The remaining reserves were classified in accrued expenses and other liabilities on the Consolidated Balance Sheets.

The total reserves for environmental remediation reflect Ashland’s estimates of the most likely costs that will be incurred over an extended period to remediate identified conditions for which the costs are reasonably estimable, without regard to any third-party recoveries. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated reserves for environmental remediation. Ashland regularly adjusts its reserves as environmental remediation continues. Ashland has estimated the value of its probable insurance recoveries associated with its environmental reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage. At September 30, 2024 and 2023, Ashland’s recorded receivable for these probable insurance

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recoveries was $13 million and $17 million, respectively, of which $11 million and $15 million was classified in other noncurrent assets in the respective Consolidated Balance Sheets.

During 2024, 2023 and 2022, Ashland recognized $54 million, $56 million and $66 million of expense, respectively, for certain environmental liabilities related to normal ongoing remediation cost estimate updates for sites, which is consistent with Ashland’s historical environmental accounting policy.

Environmental remediation reserves are subject to uncertainties that affect Ashland’s ability to estimate its share of the costs. Such uncertainties involve the nature and extent of contamination at each site and the extent of required cleanup efforts under existing environmental regulations. Although it is not possible to predict with certainty the ultimate costs of environmental remediation, Ashland currently estimates that the upper end of the reasonably possible range of future costs for identified sites could be as high as approximately $485 million. The largest reserve for any site is 21% of the remediation reserve as of September 30, 2024.

Asbestos litigation

Ashland and Hercules have liabilities from claims alleging personal injury caused by exposure to asbestos. To assist in developing and annually updating independent reserve estimates for future asbestos claims and related costs, Ashland has retained third party actuarial experts Gnarus Advisors, LLC ("Gnarus"). The methodology used by Gnarus to project future asbestos costs is based largely on recent experience, including claim-filing and settlement rates, disease mix, open claims and litigation defense. The claim experience of Ashland and Hercules are separately compared to the results of previously conducted third party epidemiological studies estimating the number of people likely to develop asbestos-related diseases. Those studies were undertaken in connection with national analyses of the population expected to have been exposed to asbestos. Using that information, Gnarus estimates a range of the number of future claims that may be filed, as well as the related costs that may be incurred in resolving those claims. Changes in asbestos-related liabilities and receivables are recorded on an after-tax basis within the discontinued operations caption in the Statements of Consolidated Comprehensive Income (Loss). See Note M of the Notes to Consolidated Financial Statements for additional information.

Ashland asbestos-related litigation

The claims alleging personal injury caused by exposure to asbestos asserted against Ashland result primarily from indemnification obligations undertaken in 1990 in connection with the sale of Riley, a former subsidiary. The amount and timing of settlements and number of open claims can fluctuate from period to period.

Ashland asbestos-related liability

From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus.

During the most recent update completed during 2024, it was determined that the liability for Ashland asbestos-related claims should be increased by $24 million. Total reserves for asbestos claims were $274 million at September 30, 2024 compared to $281 million at September 30, 2023.

Ashland asbestos-related receivables

Ashland has insurance coverage for certain litigation defense and claim settlement costs incurred in connection with its asbestos claims, and coverage-in-place agreements exist with the insurance companies that provide substantially all of the coverage that will be accessed.

For the Ashland asbestos-related obligations, Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. Substantially all of the estimated receivables from insurance companies are expected to be due from domestic insurers, all of which are solvent.

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At September 30, 2024, Ashland’s receivable for recoveries of litigation defense and claim settlement costs from insurers amounted to $97 million (excluding the Hercules receivable for asbestos claims). Receivables from insurers amounted to $95 million at September 30, 2023. During 2024, the annual update of the model used for purposes of valuing the asbestos reserve and its impact on valuation of future recoveries from insurers, was completed. This model update resulted in a $11 million increase in the receivable for probable insurance recoveries.

Hercules asbestos-related litigation

Hercules has liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market. The amount and timing of settlements and number of open claims can fluctuate from period to period.

Hercules asbestos-related liability

From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus. As a result of the most recent annual update of this estimate completed during 2024, it was determined that the liability for Hercules asbestos-related claims should be increased by $14 million. Total reserves for asbestos claims were $185 million at September 30, 2024 compared to $191 million at September 30, 2023.

Hercules asbestos-related receivables

For the Hercules asbestos-related obligations, certain reimbursement obligations pursuant to coverage-in-place agreements with insurance carriers exist. As a result, any increases in the asbestos reserve have been partially offset by probable insurance recoveries. Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. The estimated receivable consists exclusively of solvent domestic insurers.

As of September 30, 2024 and 2023, the receivables from insurers amounted to $50 million and $47 million, respectively. During 2024, the annual update of the model used for purposes of valuing the asbestos reserve and its impact on valuation of future recoveries from insurers was completed. This model update resulted in a $6 million increase in the receivable for probable insurance recoveries.

Asbestos litigation cost projection

Projecting future asbestos costs is subject to numerous variables that are difficult to predict. In addition to the uncertainties surrounding the number of claims that might be received, other variables include the type and severity of the disease alleged by each claimant and the related costs incurred in resolving those claims, mortality rates, dismissal rates, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, Ashland believes that the asbestos reserves for Ashland and Hercules represent the best estimate within a range of possible outcomes. As a part of the process to develop these estimates of future asbestos costs, a range of long-term cost models was developed. These models are based on national studies that predict the number of people likely to develop asbestos-related diseases and are heavily influenced by assumptions regarding long-term inflation rates for indemnity payments and legal defense costs, as well as other variables mentioned previously. Ashland has currently estimated in various models ranging from approximately 40 year periods that it is reasonably possible that total future litigation defense and claim settlement costs on an inflated and undiscounted basis could range as high as approximately $410 million for the Ashland asbestos-related litigation (current reserve of $274 million) and approximately $276 million for the Hercules asbestos-related litigation (current reserve of $185 million), depending on the combination of assumptions selected in the various models. While the timeframe used in Ashland's models for projecting asbestos liabilities generally decreases over time based on the expected lifetime of the liabilities, these models have been consistently applied within all periods presented. If actual experience is worse than projected, relative to the number of claims filed, the severity of alleged disease associated with those claims or costs incurred to resolve those claims, or actuarial refinement or

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improvements to the assumptions used within these models are initiated, Ashland may need to further increase the estimates of the costs associated with asbestos claims and these increases could be material over time.

Accounting for goodwill and other indefinite-lived intangible assets

Goodwill

Ashland accounts for goodwill and other intangible assets acquired in a business combination in conformity with current accounting guidance which does not allow for goodwill and indefinite-lived intangible assets to be amortized.

Ashland reviews goodwill for impairment annually as of July 1 or when events and circumstances indicate an impairment may have occurred. Ashland tests goodwill for impairment by comparing the estimated fair value of the reporting units to the related carrying value. If the fair value of the reporting unit is lower than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds fair value. However, the loss recognized cannot exceed the carrying amount of goodwill. Reporting units are defined as either operating segments or one level below the operating segments for which discrete financial information is available and reviewed by the business management. Ashland determined that its reporting units are Life Sciences, Personal Care, Specialty Additives and Intermediates.

Ashland makes various estimates and assumptions in determining the estimated fair value of each reporting unit using a combination of discounted cash flow models and valuations based on earnings multiples for guideline public companies in each reporting unit’s industry peer group, when externally quoted market prices are not readily available. Discounted cash flow models are reliant on various assumptions, including projected business results, long-term growth factors and weighted-average cost of capital. Management judgment is involved in estimating these variables, and they include uncertainties since they are forecasting future events. Ashland performs sensitivity analyses by using a range of inputs to confirm the reasonableness of the long-term growth rate and weighted average cost of capital estimates. Additionally, Ashland compares the indicated equity value to Ashland’s market capitalization and evaluates the resulting implied control premium/discount to determine if the estimated enterprise value is reasonable.

Ashland performed its annual goodwill impairment using the quantitative approach as of July 1, 2024, and concluded that all reporting units had fair values in excess of its respective carrying amounts. The fair values of Life Sciences, Personal Care, and Specialty Additives exceeded their carrying values by 15%, 82%, and 22%, respectively. The Intermediates reporting unit has no associated goodwill. Ashland concluded there was no impairment as of July 1, 2024. Ashland compared the total fair values of the reporting units to Ashland’s market capitalization at July 1, 2024, to determine if the fair values are reasonable. Ashland's market capitalization exceeded the aggregate fair value of each reporting unit at the annual assessment date by approximately 10%. A discount of 10% implies a high level of conservatism in Ashland's impairment assessment as recent comparable market transactions would imply control premiums of approximately 20% at the median (i.e., the premium of an offer price over the closing stock price immediately preceding an announced transaction).

Assumptions inherent in the valuation methodologies include estimates of future projected business results (principally revenue and EBITDA), long-term growth rates, and the weighted-average cost of capital. Ashland performed sensitivity analyses by using a range of inputs to confirm the reasonableness of long-term growth rate and weighted average cost of capital estimates. Significant assumptions utilized in the impairment analysis included the weighted-average cost of capital, ranging between 11.25% and 12.50%, and terminal growth rate, ranging between 2.0% and 4.0% depending on the reporting unit. Based on sensitivity analysis performed on two key assumptions in the discounted cash flow model at July 1, 2024, a 1% decrease in the long-term growth factor assumption or a 1% increase in the weighted average cost of capital assumption across each of Ashland’s reporting units would not have resulted in a fair value below the respective reporting units carrying value. For further information, see Note G of Notes to the Consolidated Financial Statements.

Other indefinite-lived intangible assets

Other indefinite-lived intangible assets include certain trademarks and trade names. Ashland reviews these intangible assets for possible impairment annually as of July 1 or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, the asset is

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written down to its fair value and the amount of the write down is the impairment charge. Similar to its annual assessment for goodwill, Ashland performs a quantitative test for impairment.

Ashland tested these assets using a “relief-from-royalty” valuation method to determine the fair value. Assumptions inherent in the valuation methodologies include, but are not limited to, future projected business results, growth rates, the weighted-average cost of capital for a market participant, and royalty rates. In conjunction with the July 1 annual assessment of indefinite-lived intangible assets, Ashland’s quantitative approach models did not indicate any impairment, as each indefinite-lived intangible asset’s fair value exceeded its carrying values.

Ashland’s assessment of an impairment on any of these assets classified currently as having indefinite lives, including goodwill, could change in future periods if significant events happen and/or circumstances change that affect the previously mentioned assumptions. Assumptions inherent in the valuation methodologies include, but are not limited to, such estimates as future projected business results, growth rates, the weighted average cost of capital for a market participant, and royalty rates. For further information, see Note G of Notes to Consolidated Financial Statements.

Income taxes

Ashland is subject to income taxes in the United States and numerous foreign jurisdictions. Judgment in the forecasting of taxable income using historical and projected future operating results is required in determining Ashland’s provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable, and deferred taxes. Under U.S. GAAP, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax loss and credit carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the enactment date occurs. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts expected to be realized. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are indefinitely reinvested. In the event that the actual outcome of future tax consequences differs from Ashland’s estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the Statement of Consolidated Comprehensive Income (Loss) and Consolidated Balance Sheets.

The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and judgment by Ashland. If actual results differ from the estimates made by Ashland in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact earnings or other comprehensive income depending on the nature of the respective deferred tax asset. Additionally, the positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. Positive and negative evidence is considered in determining the need for a valuation allowance against deferred tax assets, which includes such evidence as historical earnings, projected future earnings, tax planning strategies and expected timing of reversal of existing temporary differences.

In determining the recoverability of deferred tax assets Ashland gives consideration to all available positive and negative evidence including reversals of deferred tax liabilities (other than those with an indefinite reversal period), projected future taxable income, tax planning strategies and recent financial operations. Ashland attaches the most weight to historical earnings due to their verifiable nature. In evaluating the objective evidence that historical results provide, Ashland considers three years of cumulative income or loss. In addition, Ashland has reflected increases and decreases in our valuation allowance based on the overall weight of positive versus negative evidence on a jurisdiction by jurisdiction basis.

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EFFECTS OF INFLATION AND CHANGING PRICES

Ashland’s financial statements are prepared on the historical cost method of accounting in accordance with U.S. GAAP and, as a result, do not reflect changes in the purchasing power of the U.S. dollar. Monetary assets (such as cash, cash equivalents and accounts receivable) lose purchasing power as a result of inflation, while monetary liabilities (such as accounts payable and indebtedness) result in a gain, because they can be settled with dollars of diminished purchasing power. As of September 30, 2024, Ashland’s monetary assets exceed its monetary liabilities, leaving it currently more exposed to the effects of future inflation. While inflation rose significantly during 2022, it began to gradually decrease in fiscal 2023 and fiscal 2024. See Item 1A - Risk Factors for additional information.

Certain of the industries in which Ashland operates are capital-intensive, and replacement costs for its plant and equipment generally would substantially exceed their historical costs. Accordingly, depreciation and amortization expense would be greater if it were based on current replacement costs. However, because replacement facilities would reflect technological improvements and changes in business strategies, such facilities would be expected to be more productive than existing facilities, mitigating at least part of the increased expense.

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OUTLOOK

Portfolio-optimization actions

Ashland is taking the following actions to offset the impact of portfolio optimization and to further strengthen the company’s core:


Reviewing strategic alternatives for Avoca business line;


Completed a share buyback program of $150 million to offset the annual adjusted earnings per share impact from the divestiture of nutraceuticals and the potential future exit of Avoca;


Initiation of $30 million restructuring plan to offset impact from the nutraceuticals sale and other portfolio optimization actions, with 50 percent realization in fiscal year 2025 and 50 percent in fiscal year 2026;


Advancing a multi-year manufacturing optimization restructuring plan to improve operational cost and strengthen the competitive position of HEC and VP&D which is expected to generate pre-tax savings of $60 million once fully achieved, including savings of $5 million in fiscal year 2025.

Financial Outlook

For fiscal year 2025, Ashland’s outlook is based on the following assumptions:


Continued geopolitical and economic uncertainty results in lower overall growth in most regions;


China’s economy will remain challenged for the fiscal year, especially the property market;


Increased competitive intensity in China and several export markets result in volume growth being partially offset by additional price erosion;


+$45 million in improved first-half absorption when compared to inventory actions in fiscal 2024;


+$20 million in realized cost reduction actions;


Generally stable raw material environment;


($30) million from reduced earnings and stranded costs from our nutraceuticals sale and other portfolio optimization actions;


($20) million in negative price carryover from fiscal year 2024;


For Avoca, Ashland exited an unprofitable tolling operation and will sell or close the remaining sclareolide business; ($15) million year-over-year EBITDA erosion; and


($10) million in variable incentive reset.

For fiscal year 2025, Ashland expects sales to be in the range of $1.90 billion to $2.05 billion, and Adjusted EBITDA to be in the range of $430 million to $470 million.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements including, without limitation, statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation” (MD&A), within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its Annual Report to Stockholders, quarterly reports and other filings with the Securities and Exchange Commission (SEC), news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating

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performance and financial condition, as well as the economy and other future events or circumstances. Ashland’s expectations and assumptions include, without limitation, those mentioned within the MD&A, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies, cost savings and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: the impact of acquisitions and/or divestitures Ashland has made or may make (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); execution risks associated with our growth strategies; the competitive nature of our business; severe weather, natural disasters, public health crises, cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); the ongoing Ukraine/Russia and Israel/Hamas conflict on the geographies in which Ashland operates, the end markets Ashland serves and on Ashland’s supply chain and customers; and without limitation, risks and uncertainties affecting Ashland that are contained in “Use of estimates, risks and uncertainties” in Note A of Notes to Consolidated Financial Statements and in Item 1A of this Annual Report Form 10-K. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this Form 10-K whether as a result of new information, future events or otherwise. Information on Ashland’s website is not incorporated into or a part of this Form 10-K.

FY 2023 10-K MD&A

SEC filing source: 0000950170-23-064715.

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2023-11-17. Report date: 2023-09-30.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements for the years ended September 30, 2023, 2022 and 2021.

BUSINESS OVERVIEW

Ashland profile

Ashland is a global additives and specialty ingredients company with a conscious and proactive mindset for environmental, social and governance (ESG). The company serves customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. With approximately 3,800 employees worldwide, Ashland serves customers in more than 100 countries.

Ashland’s sales generated outside of North America were 69% in 2023, and 68% in 2022 and 2021. respectively. Sales by region expressed as a percentage of total consolidated sales were as follows:

Sales by Geography202320222021
North America (a)31%32%32%
Europe (a)36%35%36%
Asia Pacific23%24%23%
Latin America & other10%9%9%
100%100%100%

(a)
Ashland includes only U.S. and Canada in its North American designation and includes Europe, the Middle East and Africa in its Europe designation.

Reportable segments

Ashland’s reportable segments include Life Sciences, Personal Care, Specialty Additives and Intermediates. Unallocated and Other includes corporate governance activities and certain legacy matters. The contribution to sales by each reportable segment expressed as a percentage of total consolidated sales for the year ended September 30 were as follows:

Sales by Reportable Segment202320222021
Life Sciences40%34%35%
Personal Care27%28%28%
Specialty Additives28%30%31%
Intermediates5%8%6%
100%100%100%

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KEY DEVELOPMENTS

Uncertainty relating to the Ukraine/Russia conflict and Israel/Hamas conflict

Business disruptions, including those related to the ongoing conflicts between Ukraine/Russia or Israel/Hamas continue to impact businesses around the globe. While it is impossible to predict the effects of the conflicts such as possible escalating geopolitical tensions (including the imposition of existing and additional sanctions by the U.S. and the European Union on Russia), worsening macroeconomic and general business conditions, supply chain interruptions and unfavorable energy markets, the impact could be material. Ashland is closely monitoring these situations and maintains business continuity plans that are intended to continue operations or mitigate the effects of events that could disrupt its business.

Ashland does not have manufacturing operations in Russia, Ukraine, or Belarus. Ashland sells (or previously sold) additives and specialty ingredients to manufacturers in these countries for their use in pharmaceuticals, personal care, and coatings applications. Sales to Russia and Belarus were previously limited and our products were primarily used in products and applications that are essential to the population's wellbeing and currently support our customers' humanitarian efforts. We have sales controls in place to ensure that future potential sales into the region are only to support critical pharmaceutical or personal hygiene products which are essential for the general population and in accordance with any applicable sanctions. Sales to Ukraine, Russia, and Belarus represent less than 1% of total consolidated sales and less than 1% of total consolidated assets (related to accounts receivable).

Ashland does not have manufacturing operations in Israel. Sales to Israel represent approximately 1% of total consolidated sales and less than 1% of total consolidated assets (related to accounts receivable).

Uncertainty relating to the COVID-19 pandemic

Through fiscal 2023, Ashland did not experience any material adverse events related to the COVID-19 pandemic and has continued to maintain supply chains. The COVID-19 impact related to the China re-opening did negatively impact demand during the first half of fiscal 2023 for both the Specialty Additives and Personal Care business segments. Additionally, Specialty Additives was also impacted by extended unplanned plant shutdowns at its Nanjing, China, facility as a result of these same dynamics during the first half of fiscal 2023. Ashland’s overall liquidity remains strong and Ashland is more than 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 improve.

Other significant items

2023 Stock repurchase program

On June 28, 2023, Ashland's board of directors authorized a new evergreen $1 billion common share repurchase program (2023 stock repurchase program). The new authorization terminates and replaces the company's 2022 stock repurchase program, which had $200 million outstanding at the date of termination. As of September 30, 2023, $1 billion remained available for repurchase under the 2023 stock repurchase program.

2022 Stock repurchase program

During May 2023, under the 2022 stock repurchase program, Ashland initiated a Rule 10b5-1 trading plan agreement to repurchase up to $100 million of its outstanding shares. The program was completed during June 2023, when Ashland paid a total of $100 million and received a delivery of 1.1 million shares of common stock.

During March 2023, under the 2022 stock repurchase program, Ashland initiated a Rule 10b5-1 trading plan agreement to repurchase up to $100 million of its outstanding shares. The program was completed during April 2023, when Ashland paid a total of $100 million and received a delivery of 1.0 million shares of common stock.

During February 2023, under the existing 2022 stock repurchase program, Ashland initiated a Rule 10b5-1 trading plan agreement to repurchase up to $100 million of its outstanding shares. The program was completed in February 2023, when Ashland paid a total of $100 million and received a delivery of 1.0 million shares of common stock.

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RESULTS OF OPERATIONS – CONSOLIDATED REVIEW

Consolidated review

Overview

Key financial results for 2023, 2022 and 2021 included the following:

20232022
(In millions except per share data)202320222021changechange
Net income (a)$178$927$220$(749)$707
Diluted earnings per share net income3.3116.413.59(13.10)12.82
Income from continuing operations168181173(13)8
Diluted earnings per share income from continuing operations3.133.202.82(0.07)0.38
Operating income172333192(161)141
EBITDA (b)4191,342482(923)860
Adjusted EBITDA (b)459590495(131)95
Adjusted diluted EPS from continuing operations excluding intangibles amortization expense (b)4.075.703.75(1.63)1.95

(a)
Fiscal 2022 includes a $726 million gain associated with the sale of the Performance Adhesives business.

(b)
These are non-GAAP measures. See "Use of non-GAAP measures" section below for reconciliations to U.S. GAAP.

Ashland’s net income of $178 million ($3.31 diluted earnings per share) in 2023, $927 million ($16.41 diluted earnings per share) in 2022 and $220 million ($3.59 diluted earnings per share) in 2021 included income from discontinued operations of $10 million, ($0.18 diluted earnings per share) in 2023, $746 million ($13.21 diluted earnings per share) in 2022, and $47 million ($0.77 diluted earnings per share) in 2021. Fiscal 2022 included a $726 million gain recorded in discontinued operations associated with the sale of the Performance Adhesives business in February of 2022 and was the largest impact on net income between periods.

Results for Ashland’s continuing operations, diluted earnings per share from continuing operations and operating income for 2023, 2022 and 2021 included certain key items that were excluded to arrive at Adjusted EBITDA and are quantified in the “Use of non-GAAP measures” section of this Annual Report on Form 10-K. These pre-tax key items totaled expense of $21 million in 2023, expense of $96 million in 2022 and expense of $56 million in 2021 impacting continuing operations. Continuing operations was also impacted by favorable discrete tax items totaling $44 million in 2023, $9 million in 2022 and $60 million in 2021 for various tax specific key items for uncertain tax positions, valuation allowances, restructuring and separation activity and tax reform related activity. The pre-tax key items impacting operating income totaled expense of $52 million in 2023, expense of $16 million in 2022 and $59 million in 2021. Excluding these key items, the decrease in continuing operations, diluted earnings per share from continuing operations and operating income was primarily driven by lower sales volumes from customer de-stocking, partially offset by improved pricing associated with cost inflation pricing actions and favorable selling, general and administrative expense primarily driven by lower incentive compensation. The increase in continuing operations, diluted earnings per share from continuing operations and operating income from fiscal 2021 to 2022 was primarily driven by higher product pricing and favorable mix, partially offset by higher costs from inflation and higher selling general and administrative expense primarily driven by higher incentive compensation. In addition, diluted earnings per share from continuing operations was also impacted by common share reductions from repurchases of Ashland common stock in the amount of $300 million in 2023, $200 million in 2022 and $450 million in 2021. These common stock repurchases reduced the number of weighted average shares from 61 million diluted shares in 2021 to 56 million diluted shares in 2022 and 54 million diluted shares in 2023.

Ashland’s Adjusted EBITDA was $459 million for 2023 compared to $590 million in 2022 (see U.S. GAAP reconciliation under “Use of non-GAAP measures” below). The $131 million decrease in Adjusted EBITDA from fiscal 2022 to 2023 was primarily driven by lower sales volumes from customer de-stocking, partially offset by improved pricing associated with cost inflation pricing actions and favorable selling, general and administrative expense primarily driven by lower incentive compensation. The $95 million increase in Adjusted EBITDA from fiscal 2021 to 2022 was primarily driven by higher product pricing and favorable mix, partially offset by higher costs from inflation and higher selling general and administrative expense primarily driven by higher incentive compensation. Adjusted diluted EPS from continuing operations (non-GAAP) excluding

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intangibles amortization expense was also impacted by these key factors along with the impact of common share repurchases noted above.

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

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 years ended September 30, 2023, 2022 and 2021.

20232022
(In millions)202320222021changechange
Sales$2,191$2,391$2,111$(200)$280

The following table provides a reconciliation of the change in sales between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

(In millions)2023 change2022 change
Volume$(354)$15
Currency exchange(21)(77)
Acquisition (Divestiture)(3)53
Price/mix178289
Change in sales$(200)$280

Sales for 2023 decreased $200 million, or 8%, compared to 2022. Lower sales volume of $354 million, primarily from customer de-stocking and the COVID-19 impact related to the China re-opening in the first half of fiscal 2023, and unfavorable foreign currency exchange of $21 million, were the main drivers of the decline. These declines were partially offset by favorable mix and favorable product pricing associated with cost inflation pricing actions, which increased sales by $178 million.

Sales for 2022 increased $280 million, or 13%, compared to 2021. Favorable volume, including the acquisition of Schülke within the Personal Care reportable segment, and product pricing/mix associated with cost inflation pricing actions increased sales by $68 million and $289 million, respectively, partially offset by unfavorable foreign currency exchange of $77 million.

20232022
(In millions)202320222021changechange
Cost of sales$1,523$1,561$1,441$(38)$120
Gross profit as a percent of sales30.5%34.7%31.7%

Fluctuations in cost of sales are driven primarily by the effects of challenges in shipping and logistics in the current year, the impact of the COVID-19 pandemic, raw material prices and energy, volume and changes in product mix, currency exchange, acquisitions and divestitures and other certain charges incurred as a result of changes or events within the businesses or restructuring activities.

The following table provides a reconciliation of the changes in cost of sales between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

(In millions)2023 change2022 change
Volume$(241)$8
Currency exchange(9)(39)
Acquisition (Divestiture)(1)31
Operating costs (plant)18329
Price/mix3091
Change in cost of sales$(38)$120

Cost of sales for 2023 decreased $38 million compared to 2022. Lower volume primarily from customer de-stocking, including the divestiture in Specialty Additives, and unfavorable foreign currency exchange decreased cost of sales by $242 million and $9 million, respectively. This decrease was partially offset by higher operating costs, which includes costs associated with inventory control actions and inflation associated with plant manufacturing and shipping costs (as well as planned and

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unplanned plant shutdowns and maintenance), and higher price/mix associated with other cost inflation increased cost of sales by $183 million and $30 million, respectively. Gross profit as a percentage of sales decreased 4.2 percentage points primarily as a result of lower sales volume and higher operating costs.

Cost of sales for 2022 increased $120 million compared to 2021. Price/mix, which includes cost inflation associated with plant manufacturing and shipping costs, and higher volume, including the Schülke acquisition, and higher operating costs increased cost of sales by $91 million, $39 million, and $29 million, respectively. These increases were partially offset by foreign currency exchange, which decreased cost of sales by $39 million. Disciplined pricing and mix actions by Ashland's commercial teams improved operating margins as gross profit as a percentage of sales expanded 3.0 percentage points during 2022.

20232022
(In millions)202320222021changechange
Selling, general and administrative expense$365$393$358$(28)$35
As a percent of sales16.7%16.4%17.0%

Selling, general and administrative expense for 2023 decreased $28 million compared to 2022, while expenses as a percent of sales increased 0.3 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to 2022 were:


Expense of $9 million and $5 million comprised of key items for severance, lease abandonment and other restructuring costs during 2023 and 2022, respectively;


$54 million and $53 million in net environmental-related expenses during 2023 and 2022, respectively (see Note M for more information);


$4 million impairment charge in 2023 associated with the sale of a Specialty Additives manufacturing facility;


$12 million gain associated with ICMS Brazil tax credit; and


Decreases associated with the following:

o
Lower incentive pay of $33 million;

o
Unfavorable foreign currency exchange of $6 million; and

o
Higher salary, benefits and travel expenses of $5 million.

Selling, general and administrative expense for 2022 increased $35 million compared to 2021, while expenses as a percent of sales decreased 0.6 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to 2021 were:


Expense of $5 million and $10 million comprised of key items for severance, lease abandonment and other restructuring costs during 2022 and 2021, respectively;


$53 million and $45 million in net environmental-related expenses during 2022 and 2021, respectively (see Note M for more information);


$10 million related to a capital project impairment during 2021; and


Increases associated with the following:

o
Higher incentive pay of $14 million;

o
Lower transition services income from INEOS of $10 million;

o
Higher deferred and stock compensation expense of $8 million;

o
Higher expense of $6 million related to the acquisition of the personal care business of Schülke; and

o
Higher salary, benefits and travel expenses of $2 million.

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20232022
(In millions)202320222021changechange
Research and development expense$51$55$50$(4)$5

Research and development expense decreased $4 million in 2023 compared to 2022 primarily due to lower incentive accruals. In 2022, the $5 million increase compared to 2021 was primarily due to increased incentive accruals and the Schülke acquisition.

20232022
(In millions)202320222021changechange
Intangibles amortization expense$93$94$90$(1)$4

Amortization expense is primarily consistent in 2023 compared to 2022, while amortization expense increased by $4 million in 2022 compared to 2021 primarily due to the amortization of intangible assets associated with the Schülke acquisition.

20232022
(In millions)202320222021changechange
Equity and other income$7$3$9$4$(6)

Equity and other income's increase in 2023 compared to 2022 was primarily related to China financial cash subsidies, while 2021 was primarily related to a gain on sale of corporate assets of roughly $4 million.

20232022
(In millions)202320222021changechange
Income on acquisitions and divestitures, net$6$42$11$(36)$31

Income on acquisitions and divestitures, net during 2023 primarily relates to a $7 million gain on the sale of excess corporate real estate.

Income on acquisitions and divestitures, net during 2022 primarily relates to a $42 million gain on the sale of excess corporate real estate.

Income on acquisitions and divestitures, net during 2021 primarily relates to a $14 million gain related to the sale of a Specialty Additives facility. This was partially offset by a $3 million expense in transaction net costs associated with the Personal Care acquisition of Schülke, including a gain of $1 million associated with foreign currency derivatives entered into to mitigate the foreign exchange exposure of the purchase price.

20232022
(In millions)202320222021changechange
Net interest and other expense
Interest expense$54$62$69$(8)$(7)
Interest income(12)(4)(1)(8)(3)
Loss on the accounts receivable sale program3112
Loss on early retirement of debt16(16)
Loss (income) from restricted investments(42)86(33)(128)119
Other financing costs344(1)
$6$149$56$(143)$93

Net interest and other expense decreased by $143 million in 2023 compared to 2022. Interest expense decreased $8 million primarily due to lower debt levels during 2023 compared to 2022. Interest income increased $8 million due to higher investment yields and higher cash balances. Restricted investments gains of $42 million and losses of $86 million included mark-to-market gains of $29 million compared to losses of $102 million for 2023 and 2022, respectively. See Note E for more information on the restricted investments.

Net interest and other expense increased by $93 million in 2022 compared to 2021. Interest expense decreased by $7 million primarily due to lower debt levels during 2022 compared to 2021. Restricted investments loss of $86 million and income of $33 million included mark-to-market losses of $102 million compared to gains of $21 million for 2022 and 2021, respectively. See Note E for more information on the restricted investments.

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20232022
(In millions)202320222021changechange
Other net periodic benefit loss (income)$6$(22)$1$28$(23)

Other net periodic benefit expense during 2023 primarily included interest cost of $15 million offset by expected return on plan assets of $7 million and a $2 million gain on pension and other postretirement plan remeasurements.

Other net periodic benefit income during 2022 primarily included actuarial gains of $25 million and expected return on plan assets of $7 million, offset by interest cost of $10 million.

Other net periodic benefit expense during 2021 primarily included interest cost of $8 million and a $1 million loss on pension and other postretirement plan remeasurements, offset by expected return on plan assets of $8 million.

20232022
(In millions)202320222021changechange
Income tax expense (benefit)$(8)$25$(38)$(33)$63
Effective tax rate(5)%12%(28)%

The 2023 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $49 million primarily related to uncertain tax positions.

The 2022 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $15 million primarily related to uncertain tax positions and restructuring activities.

The 2021 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $59 million primarily related to the sale of a Specialty Additives facility and uncertain tax positions.

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 rates during 2023, 2022 and 2021 were significantly impacted by the following tax specific key items:


Uncertain tax position – Includes the impact from the settlement of uncertain tax positions with various tax authorities;


Valuation allowances – Includes the impact from the release of certain foreign tax credit valuation allowances;


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 and tax reform related activity – Includes miscellaneous state and foreign statute adjustments.

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

(In millions)202320222021
Income from continuing operations
before income taxes$160$206$135
Key items (pre-tax) (a)219656
Adjusted income from continuing operations
before income taxes$181$302$191
Income tax expense (benefit)(8)25(38)
Income tax rate adjustments:
Tax effect of key items (b)12111
Tax specific key items: (c)
Uncertain tax positions32853
Valuation allowance64
Restructuring and separation activity(3)13
Other and tax reform related activity6(6)
Total income tax rate adjustments453071
Adjusted income tax expense (benefit)$37$55$33
Effective tax rate(5)%12%(28)%
Effective tax rate, excluding key items (Non-GAAP) (d)21%18%17%

(a)
See Adjusted EBITDA reconciliation table disclosed below in this Management, Discussion and Analysis for a summary of the key items, before tax.

(b)
The tax rate specific to the jurisdiction in which the key item originates is used to calculate the tax effect of key items.

(c)
For additional information on the effect that these tax specific key items had on EPS, see the Adjusted Diluted EPS table disclosed below in this Management Discussion and Analysis.

(d)
Due to rounding conventions, the effective tax rate presented may not recalculate precisely based on the numbers disclosed within this table.

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The following table provides a reconciliation of tax specific key items within the statutory federal income tax with the provision for income taxes summary disclosed in Note K of the Notes to Consolidated Financial Statements.

(In millions)202320222021
Tax effect of key items computed at applicable statutory rate (a)$1$21$11
Uncertain tax positions32853
Valuation allowance changes64(8)
Other and tax reform related activity6(3)15
$45$30$71

(a)
The tax rate specific to the jurisdiction in which the key item originates is used to calculate the tax effect of key items.

20232022
(In millions)202320222021changechange
Income (loss) from discontinued operations, net of income taxes
Performance Adhesives$5$41$64$(36)$(23)
Composites and Marl Facility(1)2(3)2
Asbestos-related litigation(5)(14)(9)9(5)
Water Technologies4(3)(4)7
Distribution(4)(7)(5)3(2)
Valvoline15(6)321(9)
Gain (loss) on disposal of discontinued operations
Performance Adhesives726(726)726
Composites/Marl facility(4)4
Water Technologies1(1)
$10$746$47$(736)$699

As a result of the divestiture of the Performance Adhesives segment the related operating results have been reflected as discontinued operations (net of tax) within the Statements of Consolidated Comprehensive Income (Loss). See Note B for more information on this transaction. In 2023, the Performance Adhesives activity represents subsequent adjustments that were made in conjunction with the post-closing disputes. In 2022, the sales and pre-tax income included in discontinued operations were $171 million and $33 million, respectively, for the Performance Adhesives segment. In 2021, the sales and pre-tax income included in discontinued operations were $372 million and $83 million, respectively, for the Performance Adhesives segment. In 2022, a $726 million gain on disposal was recorded associated with the February 28, 2022 closing of the Performance Adhesives business segment divestiture.

Asbestos-related activity during 2023, 2022 and 2021 included after-tax net adjustments to the asbestos reserves and receivables of $5 million of expense, $14 million of expense and $9 million of expense, respectively, including the adjustments for the annual update for each of these years.

The Valvoline activity within 2023, 2022 and 2021 primarily represents subsequent adjustments that were made in conjunction with post-closing disputes and the Tax Matters Agreement.

The activity for Water Technologies and Distribution were primarily related to post-closing adjustments associated with environmental remediation reserves associated with these businesses.

See Note B for more information related to discontinued operations.

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Other comprehensive income (loss)

A comparative analysis of the components of other comprehensive income (loss) is provided below for the last three fiscal years ended September 30.

20232022
(In millions)202320222021changechange
Other comprehensive income (loss) (net of taxes)
Unrealized translation gain (loss)$72$(197)$7$269$(204)
Unrealized gain (loss) on commodity hedges(6)(1)4(5)(5)
Pension and postretirement obligation adjustment1(1)1
$66$(197)$11$263$(208)

Total other comprehensive income (loss), net of tax, increased $263 million in 2023 as compared to 2022 as a result of the following components.


In 2023, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in a gain of $72 million, compared to a loss of $197 million during 2022. The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.


In 2023, a $6 million unrealized loss on commodity hedges was recorded compared to a loss of $1 million during 2022. See Note E for more information.


In 2022, a $1 million pension and postretirement obligation adjustment was recorded. See Note L for more information.

Total other comprehensive income (loss), net of tax, decreased $208 million in 2022 as compared to 2021 as a result of the following components.


In 2022, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in a loss of $197 million, compared to a gain of $7 million during 2021. The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.


In 2022, a $1 million unrealized loss on commodity hedges was recorded compared to a gain of $4 million during 2021. See Note E for more information.


In 2022, a $1 million pension and postretirement obligation adjustment was recorded. See Note L for more information.

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, Adjusted EBITDA and Adjusted EBITDA Margin

EBITDA is defined as net income (loss), plus income tax expense (benefit), net interest and other expenses, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for discontinued operations and key items (including remeasurement gains and losses related to pension and other postretirement plans). Adjusted EBITDA margin is adjusted EBITDA divided by sales.

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

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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 segments and provide continuity to investors for comparability purposes.

Adjusted Diluted Earnings Per Share (EPS)

Adjusted diluted EPS is defined as income (loss) from continuing operations, adjusted for key items, net of tax, divided by the average outstanding diluted shares for the applicable period. 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.

Adjusted Diluted Earnings Per Share (EPS) Excluding Intangibles Amortization Expense

The Adjusted diluted EPS excluding intangible amortization expense is adjusted earnings per share adjusted for intangibles amortization expense net of tax, divided by the average outstanding diluted shares for 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.

Free Cash Flow, Ongoing Free Cash Flow and Ongoing Free Cash Flow Conversion

Free cash flow is defined as operating cash flows less capital expenditures while ongoing free cash flow is operating cash flows less capital expenditures and certain other adjustments as applicable. Ongoing free cash flow conversion is ongoing free cash flow divided by adjusted EBITDA. These free cash flow metrics enable Ashland to provide a better indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Unlike cash flow provided by operating activities, free cash flow and ongoing free cash flow includes the impact of capital expenditures from continuing operations and other significant items impacting cash flow, providing a more complete picture of current and future cash generation. Free cash flow, ongoing free cash flow, and free cash flow conversion are non-GAAP liquidity measures that Ashland believes provide useful information to management and investors about Ashland's ability to convert Adjusted EBITDA to ongoing free cash flow. These liquidity measures are used regularly by Ashland's stakeholders and industry peers to measure the efficiency at providing cash from regular business activity. Free cash flow, ongoing free cash flow, and free cash flow conversion have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods.

Other disclosures on non-GAAP measures

Although Ashland may provide forward-looking guidance for Adjusted EBITDA, Adjusted diluted EPS and ongoing free cash flow, Ashland is not reaffirming or providing forward-looking guidance for U.S. GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items that affect these metrics such as domestic and international economic, political, legislative, regulatory and legal actions. In addition, certain economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, government fiscal policies and changes in the prices of certain key raw materials, can have a significant effect on operations and are difficult to predict with certainty.

These non-GAAP measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by U.S. GAAP. Limitations associated with the use of these non-GAAP measures include that these measures do not present all of the amounts associated with our results as determined in accordance with U.S. GAAP. The non-GAAP measures provided are used by Ashland management and may not be determined in a manner consistent with the methodologies used by other companies. EBITDA and Adjusted EBITDA provide a supplemental presentation of Ashland’s operating performance on a consolidated and reportable segment basis. Adjusted EBITDA generally includes adjustments for

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items that impact comparability between periods. In addition, certain financial covenants related to Ashland’s 2022 Credit Agreement are based on similar non-GAAP measures and are defined further in the sections that reference this metric.

In accordance with U.S. GAAP, Ashland recognizes actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. Actuarial gains and losses occur when actual experience differs from the estimates used to allocate the change in value of pension and other postretirement benefit plans to expense throughout the year or when assumptions change, as they may each year. Significant factors that can contribute to the recognition of actuarial gains and losses include changes in discount rates used to remeasure pension and other postretirement obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets and other changes in actuarial assumptions, for example, the life expectancy of plan participants. Management believes Adjusted EBITDA, which includes the expected return on pension plan assets yet excludes both the actual return on pension plan assets and the impact of actuarial gains and losses, provides investors with a meaningful supplemental presentation of Ashland’s operating performance (see the Adjusted EBITDA reconciliation table for additional details on exact amounts included within this non-GAAP measure related to pension and other postretirement plans). Management believes these actuarial gains and losses are primarily financing activities that are more reflective of changes in current conditions in global financial markets (and in particular interest rates) that are not directly related to the underlying business. For further information on the actuarial assumptions and plan assets referenced above, see Note L of the Notes to Consolidated Financial Statements.

EBITDA and Adjusted EBITDA

EBITDA totaled income of $419 million, $1,342 million and $482 million for 2023, 2022 and 2021, respectively. EBITDA and Adjusted EBITDA results in the following table 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.

These operating key items for the applicable periods are summarized as follows:


Restructuring, separation and other costs – Ashland periodically implements company-wide and targeted 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 Consolidated Financial Statements for further information on the restructuring activities.


Environmental reserve adjustments – Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. As a result of these activities, Ashland recorded adjustments during each year to its environmental liabilities and receivables primarily related to previously divested businesses or non-operational sites. See Note M of the Notes to Consolidated Financial Statements for more information.


Income on acquisitions and divestitures, net – Ashland recorded income of $6 million, $42 million and $11 million during 2023, 2022 and 2021, respectively. For 2023 and 2022, the income was related to the pre-tax gains in connection with the sale of excess corporate property. The income in 2021 includes $3 million of expense relating to the Schülke acquisition and a $14 million gain related to the sale of a Specialty Additives facility.


Inventory adjustments – During 2021, Ashland recorded non-cash charges related to the fair value adjustment of inventory acquired from Schülke at the date of acquisition during 2021.


Asset impairments – Ashland recognized impairment charges to certain assets during 2023 and 2021. See Note D of the Notes to Consolidated Financial Statements for more information.


ICMS Brazil tax credit – In 2017, the Federal Supreme Court of Brazil ruled in a leading case that a Brazil value-added tax (ICMS) should not be included in the base used to calculate a taxpayer's federal contribution on total revenue known as PIS/COFINS (2017 Decision). Following favorable court rulings from lawsuits previously filed by two of Ashland's

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Brazilian subsidiaries challenging the inclusion of ICMS in Ashland's calculation of PIS/COFINS, Ashland received acknowledgment from the Brazilian tax authorities that allows Ashland to begin the process to recover the taxes. See Note M of the Notes to Consolidated Financial Statements for more information.

Non-operating key items affecting EBITDA

During the current and prior years, there were certain key items that were not included in operating income but were excluded to arrive at Adjusted EBITDA. These non-operating key items for the applicable periods are summarized as follows:


Gain/loss on pension and other postretirement plan remeasurements - Ashland recognized actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. See Note L of the Notes to Consolidated Financial Statements for more information.

(In millions)202320222021
Net income$178$927$220
Income tax expense (benefit)(8)25(38)
Net interest and other financing expense614956
Depreciation and amortization243241244
EBITDA4191,342482
Income from discontinued operations, net of income taxes(10)(746)(47)
Key items included in EBITDA:
Restructuring, separation and other costs10510
Environmental reserve adjustments565343
Income on acquisitions and divestitures, net(6)(42)(11)
Inventory adjustments4
Asset impairments413
ICMS Brazil tax credit(12)
Loss (gain) on pension and other postretirement plan remeasurements(2)(22)1
Total key items included in EBITDA50(6)60
Adjusted EBITDA (a)$459$590$495
Total key items included in EBITDA$50$(6)$60
Accelerated amortization of debt issuance costs1
Debt refinancing costs (b)16
Unrealized (gain) loss on securities(29)102(21)
Total key items, before tax$21$96$56

(a)
Includes $12 million, $7 million and $6 million during 2023, 2022 and 2021, respectively, of net periodic pension and other postretirement expense recognized ratably through the fiscal year. These expenses are comprised of service cost, interest cost, expected return on plan assets, and amortization of prior service credit and are disclosed in further detail in Note L of the Notes to Consolidated Financial Statements.

(b)
Debt refinancing costs during 2021 included a $16 million loss on early retirement of debt and a $1 million charge for accelerated debt issuance costs. All debt refinancing costs were recorded within the net interest and other financing expense caption on the Statements of Consolidated Comprehensive Income (Loss). See Note H of the Notes to Consolidated Financial Statements for more information.

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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 and Adjusted Diluted EPS from continuing operations excluding intangibles amortization expense in the following table have been prepared to illustrate these ongoing effects on 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.

202320222021
Diluted EPS from continuing operations (as reported)$3.13$3.20$2.82
Key items, before tax:
Restructuring, separation and other costs (including accelerated depreciation)0.190.090.16
Environmental reserve adjustments1.040.950.70
Income on acquisitions and divestitures, net(0.11)(0.75)(0.18)
Inventory adjustments0.07
Asset impairments0.080.21
ICMS Brazil tax credit(0.22)
Loss (gain) on pension and other postretirement plan remeasurements(0.04)(0.40)0.02
Unrealized (gain) loss on securities(0.54)1.82(0.34)
Accelerated amortization of debt issuance costs0.02
Debt refinancing costs0.26
Key items, before tax0.401.710.92
Tax effect of key items (a)(0.02)(0.38)(0.18)
Key items, after tax0.381.330.74
Tax specific key items:
Uncertain tax positions(0.60)(0.15)(0.87)
Restructuring and separation activity0.06(0.21)
Valuation allowance(0.12)(0.07)
Other tax reform related activity(0.11)0.10
Tax specific key items (b)(0.83)(0.16)(0.98)
Total key items(0.45)1.17(0.24)
Adjusted diluted EPS from continuing operations (non-GAAP)$2.68$4.37$2.58
Amortization expense adjustment (net of tax) (c)1.391.331.17
Adjusted diluted EPS from continuing operations (non-GAAP) excluding intangibles amortization expense$4.07$5.70$3.75

(a)
Represents the diluted EPS impact from the tax effect of the key items that are previously 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 tax specific key items. For additional explanation of these tax specific key items, see the income tax expense (benefit) discussion within the following caption review section.

(c)
Amortization expense adjustment (net of tax) tax rates were 20.0% for the years ended 2023, 2022 and 2021, respectively.

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RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW

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

Results of Ashland’s reportable segments are presented based on its management and internal accounting structure. The structure is specific to Ashland; therefore, the financial results of Ashland’s reportable segments are not necessarily comparable with similar information for other companies. Ashland allocates all significant costs to its reportable segments except for certain significant company-wide restructuring activities, certain corporate governance costs and other costs or activities that relate to former businesses that Ashland no longer operates. The service cost component of pension and other postretirement benefits costs is allocated to each reportable segment on a ratable basis; while the remaining components of pension and other postretirement benefits costs are recorded within the other net periodic benefit loss (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 prior years for indirect corporate costs previously allocated to Performance Adhesives. These costs are reflected in Unallocated and Other for all periods presented.

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The following table shows sales, operating income, depreciation and amortization and EBITDA by reportable segment for each of the last three years ended September 30.

20232022
(In millions)202320222021changechange
Sales
Life Sciences$869$815$737$54$78
Personal Care598678592(80)86
Specialty Additives600719655(119)64
Intermediates185256178(71)78
Intersegment sales (a)(61)(77)(51)16(26)
$2,191$2,391$2,111$(200)$280
Operating income (loss)
Life Sciences$172$155$130$17$25
Personal Care (b)5210273(50)29
Specialty Additives (b)1010361(93)42
Intermediates508735(37)52
Unallocated and Other (b)(112)(114)(107)2(7)
$172$333$192$(161)$141
Depreciation expense
Life Sciences$41$35$36$6$(1)
Personal Care3837391(2)
Specialty Additives586366(5)(3)
Intermediates1312121
Unallocated and Other1(1)
$150$147$154$3$(7)
Amortization expense
Life Sciences$28$28$28$$
Personal Care4747425
Specialty Additives181819(1)
Intermediates11(1)
Unallocated and Other
$93$94$90$(1)$4
EBITDA (c)
Life Sciences$241$218$194$23$24
Personal Care137186154(49)32
Specialty Additives86184146(98)38
Intermediates6310048(37)52
Unallocated and Other(112)(114)(106)2(8)
$415$574$436$(159)$138

(a)
Intersegment sales from Intermediates are accounted for at prices that approximate fair value. All other intersegment sales are accounted for at cost.

(b)
Includes income on acquisitions and divestitures, net for fiscal 2023, 2022 and 2021 within Unallocated and Other. Includes a $4 million impairment charge related to a Specialty Additives facility in 2023. Includes a fixed asset impairment of $3 million related to Personal Care and a capital project impairment of $10 million related to Specialty Additives in 2021.

(c)
Excludes income from discontinued operations and other net periodic benefit loss (income). See the Statement of Consolidated Comprehensive Income (Loss) for applicable amounts excluded.

M-16

Life Sciences

Life Sciences is comprised of pharmaceuticals, nutrition, nutraceuticals, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals. Pharmaceutical solutions include controlled release polymers, disintegrants, tablet coating, thickeners, solubilizers, and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and binding structured foods. Nutraceutical solutions include products for weight management, joint comfort, stomach and intestinal health, sports nutrition and general wellness. The nutraceutical business also provide custom formulation, toll processing and particle engineering solutions. Customers include pharmaceutical, food, beverage, nutraceuticals and supplements manufacturers, hospitals and radiologists and industrial manufacturers.

The following table provides a reconciliation of the change in sales for the Life Sciences operating segment between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

(In millions)2023 change2022 change
Sales change
Price/mix$95$75
Volume(33)28
Foreign Currency(8)(25)
$54$78

The following table provides a reconciliation of the change in operating income for the Life Sciences operating segment between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

(In millions)2023 change2022 change
Operating income change
Price/mix$100$54
Cost(73)(23)
Volume(5)10
Foreign Currency(5)(16)
$17$25

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 as applicable), and Adjusted EBITDA margin (Adjusted EBITDA divided by sales). Ashland does not allocate items to each reportable segment below operating income, such as interest expense and income taxes. As a result, reportable segment EBITDA and Adjusted EBITDA are reconciled directly to operating income since it is the most directly comparable Statements of Consolidated Comprehensive Income (Loss) caption.

The following EBITDA presentation for the years ended September 30, 2023, 2022 and 2021, is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Life Sciences. The key items during the year ended September 30, 2023 related to charges of $4 million for restructuring actions and $2 million for environmental reserve adjustments. The key items during the year ended September 30, 2021 related to environmental reserve adjustments of $1 million.

M-17

20232022
(In millions)202320222021changechange
Operating income$172$155$130$17$25
Depreciation and amortization6963646(1)
EBITDA2412181942324
Restructuring and other costs44
Environmental reserve adjustments212(1)
Adjusted EBITDA$247$218$195$29$23
As a percent of sales28.4%26.7%26.5%170 bps20 bps

2023 compared to 2022

Life Sciences' sales, operating income and Adjusted EBITDA increased in 2023 due to favorable price/mix actions, partially offset by higher costs associated with inflation, lower volumes and unfavorable foreign currency exchange. Life Sciences experienced a strong global demand for pharmaceutical ingredients in 2023.

2022 compared to 2021

Life Sciences' sales, operating income and Adjusted EBITDA increased in 2022 due to favorable price/mix actions paired with increased volumes, partially offset by unfavorable costs associated with inflation and foreign currency exchange.

Personal Care

Personal Care is comprised of biofunctionals, microbial protectants (preservatives), skin care, sun care, oral care, hair care and household solutions. These businesses have a broad range of natural, nature-derived, biodegradable, and high-performance 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.

The following table provides a reconciliation of the change in sales for the Personal Care operating segment between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

(In millions)2023 change2022 change
Sales change
Volume$(121)$68
Foreign Currency(5)(22)
Price/mix4640
$(80)$86

The following table provides a reconciliation of the change in operating income for the Personal Care operating segment between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

(In millions)2023 change2022 change
Operating income change
Volume$(47)$6
Cost(43)13
Foreign Currency(1)(6)
Price/mix4116
$(50)$29

M-18

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2023, 2022 and 2021, is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Personal Care. The key items during the year ended September 30, 2021 related to inventory adjustments of $4 million and an asset impairment of $3 million.

20232022
(In millions)202320222021changechange
Operating income$52$102$73$(50)$29
Depreciation and amortization85848113
EBITDA137186154(49)32
Inventory adjustment4(4)
Asset impairment3(3)
Adjusted EBITDA$137$186$161$(49)$25
As a percent of sales22.9%27.4%27.2%-450 bps20 bps

2023 compared to 2022

Personal Care's sales, operating income and Adjusted EBITDA decreased in 2023 primarily due to lower volume, higher costs, and unfavorable foreign currency exchange, partially offset by favorable price/mix.

2022 compared to 2021

Personal Care's sales, operating income and Adjusted EBITDA increased in 2022 primarily due to favorable price/mix, lower costs and higher volume, including the impact of the Schülke acquisition partially offset by unfavorable foreign currency exchange.

Specialty Additives

Specialty Additives is comprised of rheology- and performance-enhancing additives serving the architectural 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.

The following table provides a reconciliation of the change in sales for the Specialty Additives operating segment between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

(In millions)2023 change2022 change
Sales change
Volume$(155)$(10)
Foreign Currency(7)(25)
Price/mix4399
$(119)$64

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The following table provides a reconciliation of the change in operating income for the Specialty Additives operating segment between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

(In millions)2023 change2022 change
Operating income change
Costs$(71)$(8)
Volume(41)(2)
Foreign Currency(1)(2)
Price/mix2054
$(93)$42

EBITDA and adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2023, 2022 and 2021 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 Specialty Additives. The key items during 2023 included a $4 million impairment charge associated with a manufacturing facility and $4 million related to environmental reserve adjustments within Specialty Additives, respectively. The key items during 2022 included $1 million related to environmental reserve adjustments within Specialty Additives. The key items during 2021 included $10 million and $2 million related to a capital project impairment and environmental reserve adjustments within Specialty Additives, respectively.

20232022
(In millions)202320222021changechange
Operating income$10$103$61$(93)$42
Depreciation and amortization (a)768185(5)(4)
EBITDA86184146(98)38
Asset impairment4104(10)
Environmental reserve adjustments4123(1)
Adjusted EBITDA$94$185$158$(91)$27
As a percent of sales15.7%25.7%24.1%-1000 bps160 bps

2023 compared to 2022

Specialty Additives sales, operating income and Adjusted EBITDA for 2023 decreased primarily due to lower volume, including the divestiture of a manufacturing facility, higher costs, and unfavorable foreign currency exchange, partially offset by favorable price/mix.

2022 compared to 2021

Specialty Additive's sales, operating income and Adjusted EBITDA for 2022 increased primarily due to favorable price/mix partially offset by higher costs, lower volume and unfavorable foreign currency exchange.

M-20

Intermediates

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

The following table provides a reconciliation of the change in sales for the Intermediates operating segment between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

(In millions)2023 change2022 change
Sales change
Volume$(50)$(17)
Price/mix(21)100
Foreign Currency(5)
$(71)$78

The following table provides a reconciliation of the change in operating income for the Intermediates operating segment between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

(In millions)2023 change2022 change
Operating income change
Volume$(20)$(6)
Price/mix(14)75
Cost(2)(13)
Foreign Currency(1)(4)
$(37)$52

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2023, 2022 and 2021 is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Intermediates. Intermediates had no key items for the years ended September 30, 2023, 2022 and 2021.

20232022
(In millions)202320222021changechange
Operating income$50$87$35$(37)$52
Depreciation and amortization131313
EBITDA6310048(37)52
None
Adjusted EBITDA$63$100$48$(37)$52
As a percent of sales34.1%39.1%27.0%-500 bps1210 bps

2023 compared to 2022

Intermediates' sales, operating income and Adjusted EBITDA for 2023 decreased primarily due to lower volume, unfavorable price/mix, higher costs and unfavorable foreign currency exchange.

2022 compared to 2021

Intermediates' sales, operating income and Adjusted EBITDA for 2022 increased primarily due to favorable price/mix actions partially offset by higher costs, lower volume and unfavorable foreign currency exchange.

M-21

Unallocated and other

The following table summarizes the key components of the Unallocated and other segment’s operating income (loss) for each of the last three years ended September 30.

Unallocated and Other
(In millions)202320222021
Restructuring activities$(9)$(14)$(25)
Environmental expenses(49)(51)(40)
ICMS Brazil tax credit12
Income on acquisitions and divestitures, net64211
Other expenses (primarily governance and legacy expenses)(72)(91)(53)
Total expense$(112)$(114)$(107)

Unallocated and other recorded expense of $112 million, $114 million and $107 million for 2023, 2022 and 2021, respectively. The charges for restructuring activities of $9 million, $14 million and $25 million during 2023, 2022 and 2021, respectively, were primarily comprised of the following items:


$9 million, $5 million and $10 million of severance, lease abandonment and other restructuring costs related to company-wide cost reduction programs during 2023, 2022 and 2021, respectively; and


$9 million and $15 million of stranded divestiture costs during 2022 and 2021, respectively.

The remaining items included: $49 million, $51 million and $40 million for environmental expenses in 2023, 2022 and 2021, respectively, income of $12 million for ICMS tax credits in Brazil in 2023 (see Note M for more information), and income of $6 million, $42 million and $11 million from acquisitions and divestitures in 2023, 2022 and 2021, respectively. See income on acquisitions and divestitures, net caption review above for additional details.

Other expenses between periods were driven by increases and decreases in governance and legacy expenses associated with foreign currency, deferred compensation, stock compensation and incentive compensation.

M-22

FINANCIAL POSITION

Liquidity

Ashland had $417 million in cash and cash equivalents as of September 30, 2023, of which $301 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 withholding 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 global markets. At September 30, 2023, Ashland has total remaining borrowing capacity of $698 million available under the Revolving Credit Facility and foreign Accounts Receivable Securitization Facility. Ashland had no available liquidity under the U.S. Accounts Receivable Sales Program as of September 30, 2023. Ashland has no maturities related to revolving credit facilities or bonds until fiscal 2027. On October 19, 2023, Ashland established a new three-year €125 million foreign accounts receivable sales program in Europe which will enhance Ashland's liquidity profile. See Notes H and R for more information.

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.

Ashland’s cash flows from operating, investing and financing activities, as reflected in the Statements of Consolidated Cash Flows, are summarized as follows.

(In millions)202320222021
Cash provided (used) by:
Operating activities from continuing operations$294$193$466
Investing activities from continuing operations(109)(102)(367)
Financing activities from continuing operations(371)(896)(426)
Discontinued operations(51)1,25280
Effect of currency exchange rate changes on cash and cash equivalents8(11)3
Net increase (decrease) in cash and cash equivalents$(229)$436$(244)

Ashland paid income taxes of $63 million (of which $16 million related to discontinued operations) during 2023 compared to $406 million in 2022 (of which $339 million related to discontinued operations) and $1 million in 2021. Cash receipts for interest income were $12 million in 2023, $4 million in 2022, and $1 million 2021, respectively, while cash payments for interest expense amounted to $53 million in 2023, $56 million in 2022 and $62 million in 2021.

M-23

Operating activities

The following discloses the cash flows associated with Ashland’s operating activities for 2023, 2022 and 2021, respectively.

(In millions)202320222021
Cash flows provided (used) by operating activities from continuing operations
Net income$178$927$220
Income from discontinued operations, net of income taxes(10)(746)(47)
Adjustments to reconcile income from continuing operations to cash flows from operating activities
Depreciation and amortization243241244
Original issue discount and debt issuance cost amortization677
Deferred income taxes(32)(35)(26)
Distributions from equity affiliates1
Gain from sales of property and equipment(1)(4)
Stock based compensation expense - Note O221815
Excess tax benefits on stock based compensation212
Loss on early retirement of debt16
Loss (income) from restricted investments(43)86(33)
Income on acquisitions and divestitures, net - Notes B(7)(42)(15)
Asset impairments413
Pension contributions(8)(5)(8)
Loss (gain) on pension and other postretirement plan remeasurements(2)(22)1
Change in operating assets and liabilities (a)(58)(237)80
Total cash flows provided by operating activities from continuing operations$294$193$466

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

Cash flows provided by operating activities from continuing operations, a major source of Ashland’s liquidity, amounted to $294 million in 2023, $193 million in 2022 and $466 million in 2021.

Operating Activities - Operating Assets and Liabilities

The cash results during each year were primarily driven by net income, excluding discontinued operation results, adjusted for certain non-cash items including depreciation and amortization (including debt issuance cost amortization), income on acquisitions and divestitures, net as well as changes in working capital, which are fluctuations within accounts receivable, inventory, trade payables and accrued expenses.

The following details certain changes in key operating assets and liabilities for 2023, 2022 and 2021, respectively.

(In millions)202320222021
Cash flows from assets and liabilities (a)
Accounts receivable$58$(23)$72
Inventories(7)(141)41
Trade and other payables(112)343
Other assets and liabilities3(107)(36)
Change in operating assets and liabilities$(58)$(237)$80

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

M-24

Changes in net working capital accounted for outflows of $61 million in 2023, outflows of $130 million in 2022 and inflows of $116 million in 2021, and were driven by the following:


Accounts receivable – Changes in accounts receivable resulted in inflows of $58 million, outflows of $23 million, and inflows of $72 million in 2023, 2022 and 2021, respectively. The U.S. Accounts Receivable Sales Program contributed to outflows of $40 million, and inflows of $17 million and $92 million in 2023, 2022 and 2021, respectively. Sales volumes in each period and activity from the U.S. Accounts Receivable Sales Program were the main drivers of changes between periods.


Inventory – Changes in inventory resulted in cash outflows of $7 million in 2023, outflows of $141 million in 2022 and inflows of $41 million in 2021 and were primarily driven by inventory production levels and volumes. Additionally, 2022 was impacted by cost inflation and management efforts to rebuild inventory levels globally in response to global supply-chain challenges.


Trade and other payables – Changes in trade and other payables resulted in cash outflows of $112 million in 2023, and cash inflows of $34 million in 2022 and $3 million in 2021, respectively, and primarily related to the timing of certain payments, most notably incentive plan payments in 2023 for fiscal year 2022.

The remaining cash inflow of $3 million, and outflows of $107 million and $36 million in 2023, 2022 and 2021, respectively, 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 such as payments associated with environmental remediation.

Operating Activities - Other

Operating cash flows for 2023 included income from continuing operations of $168 million and significant non-cash adjustments of $243 million for depreciation and amortization, $22 million for stock-based compensation expense, $43 million of gains from restricted investments, $2 million gain on pension and other postretirement plan remeasurements, $32 million for deferred taxes, and $7 million of income on acquisitions and divestitures, net.

Operating cash flows for 2022 included income from continuing operations of $181 million and significant non-cash adjustments of $241 million for depreciation and amortization, $18 million for stock-based compensation expense, $86 million of losses from restricted investments, a $22 million gain on pension and other postretirement plan remeasurements, $35 million for deferred taxes, and $42 million of income on acquisitions and divestitures, net.

Operating cash flows for 2021 included income from continuing operations of $173 million and significant non-cash adjustments of $244 million for depreciation and amortization, $15 million for stock-based compensation expense, $16 million for losses on early retirement of debt, $33 million of income from restricted investments, $26 million for deferred taxes, $15 million of income on acquisitions and divestitures, net and $13 million for impairment charges.

M-25

Investing activities

The following discloses the cash flows associated with Ashland’s investing activities for 2023, 2022 and 2021.

(In millions)202320222021
Cash flows provided (used) by investing activities from continuing operations
Additions to property, plant and equipment$(170)$(113)$(105)
Proceeds from disposal of property, plant and equipment11515
Purchase of operations - net of cash acquired(309)
Proceeds from sale or restructuring of operations14
Proceeds from settlement of company-owned life insurance contracts6391
Company-owned life insurance payments(5)(4)(6)
Funds restricted for specific transactions(9)(74)(91)
Reimbursement from restricted investments583533
Proceeds from sale of securities4787149
Purchase of securities(47)(87)(149)
Proceeds from the settlement of derivative instruments1
Total cash flows used by investing activities from continuing operations$(109)$(102)$(367)

Cash used by investing activities was $109 million in 2023 compared to $102 million and $367 million in 2022 and 2021, respectively. The significant cash investing activities for the current year primarily related to cash outflows of $170 million for capital expenditures and $9 million restricted for investment trust purposes for environmental remediation. Additionally, there were inflows of $11 million from the disposal of excess corporate property, which were used to provide additional funding to the environmental trust, and reimbursements of $58 million from the restricted renewable annual investment trusts.

The significant cash investing activities for 2022 primarily related to cash outflows of $113 million for capital expenditures and $74 million restricted for investment trust purposes for environmental remediation. Additionally, there were inflows of $51 million from the disposal of excess corporate property and reimbursements of $35 million from the restricted renewable annual investment trusts.

The 2021 year included cash outflows of $105 million for capital expenditures and $309 million related to the purchase of the Schülke personal care business. Additionally, there were reimbursements of $33 million from the restricted renewable annual investment trusts and $14 million of proceeds from the sale of a manufacturing facility as well as post-closing adjustments. During the fourth quarter of fiscal 2021, Ashland liquidated $90 million in company owned life insurance contracts to initiate the environmental trust as part of restricted investments.

Financing activities

The following discloses the cash flows associated with Ashland’s financing activities for 2023, 2022 and 2021, respectively.

(In millions)202320222021
Cash flows provided (used) by financing activities from continuing operations
Proceeds from issuance of long-term debt$$$450
Repayment of long-term debt(250)(411)
Premium on long-term debt repayment(16)
Proceeds from (repayment of) short-term debt16(365)84
Repurchase of common stock(300)(200)(450)
Debt issuance costs(2)(6)
Cash dividends paid(76)(70)(70)
Stock based compensation employee withholding taxes paid in cash(11)(9)(7)
Total cash flows used by financing activities from continuing operations$(371)$(896)$(426)

Cash used by financing activities was $371 million for 2023, $896 million for 2022, and $426 million for 2021. Significant cash financing activities for 2023 included outflows of $300 million for common stock repurchases and cash dividends paid of $1.44 per share, for a total of $76 million. See Note N for additional information.

M-26

Significant cash financing activities for 2022 included outflows of $250 million for the full prepayment of the term loan A and short-term debt repayment of $365 million. See Note H for additional information. 2022 also included cash dividends paid of $1.27 per share, for a total of $70 million and common stock repurchases of $200 million.

Significant cash financing activities for 2021 included $411 million for the full repayment of the 4.750% notes due 2022, $16 million of premiums paid on the retirement of the aforementioned notes, $450 million of proceeds from the issuance of new 3.375% senior notes due 2031, payments of $6 million of new debt issuance costs, and short-term debt of $84 million. See Note H for additional information. 2021 also included cash dividends paid of $1.15 per share, for a total of $70 million and common stock repurchases of $450 million.

Cash provided (used) by discontinued operations

The following discloses the cash flows associated with Ashland’s discontinued operations for 2023, 2022 and 2021, respectively.

(In millions)202320222021
Cash provided (used) by discontinued operations
Operating cash flows$(51)$(406)$94
Investing cash flows1,658(14)
Total cash provided (used) by discontinued operations$(51)$1,252$80

Cash flows for discontinued operations in 2023, 2022 and 2021 primarily related to cash outflows of $16 million related to cash taxes paid partially offset by cash inflows of $15 million related to Valvoline in 2023; inflows of $1.3 billion (which includes net proceeds from the completed sale of the Performance Adhesives business segment of $1.7 billion in 2022) related to the divestiture of the Performance Adhesives business segment including $339 million in cash tax payments associated with the transaction in 2022; inflows of $88 million related to the Performance Adhesives segment and a $30 million cash inflow for a tax refund associated with the Composites divestiture in 2021. The remaining cash flows for discontinued operations for these years related to other previously divested businesses, including net payments of asbestos and environmental liabilities related to those divested businesses.

Free cash flow and other liquidity resources

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

September 30
(In millions)202320222021
Total cash flows provided by operating activities from continuing operations$294$193$466
Less:
Additions to property, plant and equipment(170)(113)(105)
Free cash flow12480361
Cash (inflows) outflows from U.S. Accounts Receivable Sales Program (a)40(17)(92)
Restructuring-related payments (b)81044
Environmental and related litigation payments (c)455438
Ongoing free cash flow$217$127$351
Net Income178927220
Adjusted EBITDA (d)459590495
Operating cash flow conversion (e)165%21%212%
Ongoing free cash flow conversion (f)47%22%71%

(a)
Represents activity associated with the U.S. Accounts Receivable Sales Program impacting each period presented.

(b)
Restructuring payments incurred during each period.

(c)
Represents cash outflows associated with environmental and related litigation payments which will be reimbursed by the environmental trust.

(d)
See adjusted EBITDA reconciliation.

(e)
Operating cash flow conversion is defined as Cash flows provided by operating activities from continuing operations divided by Net income.

(f)
Ongoing free cash flow conversion is defined as Ongoing free cash flow divided by Adjusted EBITDA.

M-27

Working capital (current assets minus current liabilities, excluding long-term debt due within one year) amounted to $1,050 million and $1,215 million as of September 30, 2023 and September 30, 2022, respectively. The $165 million decrease in working capital was driven by a reduction in cash and cash equivalents, primarily associated with repurchases of common stock, offset by higher trade working capital (accounts receivable and inventories minus trade and other payables and accrued expenses and other liabilities). The $90 million increase in ongoing free cash flows between periods was primarily a result of reduced trade working capital additions compared to the prior year offset by $57 million in higher additions to property, plant and equipment. Liquid assets (cash, cash equivalents and accounts receivable) amounted to 166% and 190% of current liabilities (excluding current liabilities held for sale) as of September 30, 2023 and September 30, 2022, respectively.

The following summary reflects Ashland’s cash, investment securities and unused borrowing capacity as of September 30, 2023, 2022 and 2021.

September 30
(In millions)202320222021
Cash and investment securities
Cash and cash equivalents$417$646$210
Restricted investments (a)367374421
Unused borrowing capacity
Revolving credit facility$594$581$356
2018 accounts receivable securitization (foreign)10499
Accounts receivable sales program (U.S.)12

(a)
Includes $243 million, $245 million and $333 million related to the Asbestos trust and $124 million, $129 million and $88 million related to the Environmental trust as of September 30, 2023, 2022 and 2021 respectively.

The borrowing capacity remaining under the $600 million revolving credit facility was $594 million due to a reduction of $6 million for letters of credit outstanding at September 30, 2023. In total, Ashland’s available liquidity position, which includes cash, the revolving credit facilities, and accounts receivable securitization facilities, was $1,115 million at September 30, 2023 as compared to $1,326 million at September 30, 2022 and $566 million at September 30, 2021. Ashland had zero liquidity available under the U.S. Accounts Receivable Sales Program as of September 30, 2023 and 2022. Ashland also maintained $367 million of restricted investments to pay for future asbestos claims and environmental remediation and litigation. On October 19, 2023, Ashland established a new three-year €125 million foreign accounts receivable sales program in Europe which will enhance Ashland's liquidity profile. For further information, see Notes H and R within the Notes to Consolidated Financial Statements.

Capital resources

Debt

The following summary reflects Ashland’s debt as of September 30, 2023 and 2022.

September 30
(In millions)20232022
Short-term debt$16$
Long-term debt (less debt issuance cost discounts) (a)1,3141,270
Total debt$1,330$1,270

(a)
Includes $13 million and $14 million of debt issuance cost discounts as of September 30, 2023 and 2022, respectively. The current portion of long-term debt was zero for both September 30, 2023 and 2022.

Ashland continues to maintain the 2022 Credit Agreement which provides for a $600 million five-year revolving credit facility. Proceeds of borrowings under the 2022 Revolving Credit Facility provide ongoing working capital and are used for other general corporate purposes.

Debt as a percent of capital employed was 30% at September 30, 2023 and 28% at September 30, 2022. At September 30, 2023, Ashland’s total debt had an outstanding principal balance of $1,376 million, discounts of $33 million and debt issuance costs of $13 million. Ashland had no long-term debt (excluding debt issuance costs) maturing within the next 3 years, $4 million due in fiscal 2027 and $528 million due in fiscal 2028.

M-28

Credit Agreements and Refinancing

Note Issuances

During August 2021, Ashland, through one of its subsidiaries, completed the issuance of 3.375% senior unsecured notes due 2031 with an aggregate principal amount of $450 million (the 2031 Notes). The notes are guaranteed on an unsecured basis by Ashland. Ashland used the net proceeds of the offering (after deducting initial purchasers' discounts and other fees and expenses) to redeem its obligations under the existing 4.750% senior notes due 2022 described below in debt repayments, and to pay fees and expenses associated therewith.

Ashland incurred $6 million of new debt issuance costs in connection with the 2031 Notes, which is amortized using the effective interest method over the 2031 Notes' term and was included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss) during 2021.

2020 Credit Agreement

During July 2022, Ashland, through two of its subsidiaries, enacted an amendment to the 2020 credit agreement. The amended credit agreement (the 2022 Credit Agreement) provides for a $600 million five-year revolving credit facility (the 2022 Revolving Credit Facility). The 2022 Credit Agreement and the obligations of Ashland Services B.V. under the 2022 Revolving Credit Facility are guaranteed by Ashland.

At Ashland’s option, loans issued under the 2022 Credit Agreement will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR or an alternate base rate and (b) in the case of loans denominated in Euros, EURIBOR, in each case plus the applicable interest rate margin. Loans will initially bear interest at Term SOFR or EURIBOR plus 1.250% per annum, in the case of Term SOFR borrowings or EURIBOR borrowings, respectively, or at the alternate base rate plus 0.250% per annum, in the case of alternate base rate borrowings, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between Term SOFR or EURIBOR plus 1.250% per annum and Term SOFR or EURIBOR plus 1.750% per annum (or between the alternate base rate plus 0.250% per annum and the alternate base rate plus 0.750% per annum), based upon the Consolidated Net Leverage Ratio (as defined in the 2022 Credit Agreement) at such time. Term SOFR borrowings are subject to a credit spread adjustment of 0.10% per annum. In addition, the Company will initially be required to pay fees of 0.125% per annum on the daily unused amount of the 2022 Revolving Credit Facility through and including the date of delivery of a quarterly compliance certificate, and thereafter the fee rate will fluctuate between 0.125% and 0.275% per annum, based upon the Consolidated Net Leverage Ratio. Borrowings under the 2022 Credit Agreement may be prepaid at any time without premiums.

As a result of the amendment of the 2020 Credit Agreement, Ashland recognized a $1 million charge for accelerated amortization of previously capitalized debt issuance costs during 2022, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss). Ashland also incurred $2 million of new debt issuance costs in connection with the 2022 Credit Agreement, of which $1 million was expensed immediately during 2022 within the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss). The remaining balance is amortized using the straight-line method.

The 2022 Credit Agreement contains financial covenants for leverage and interest coverage ratios akin to those in effect under the 2020 Credit Agreement. The 2022 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 indebtedness, further negative pledges, investments, mergers, sale of assets and restricted payments, and other customary limitations.

Debt repayments and repurchases

Cash repatriation

During 2023 and 2022, Ashland repatriated approximately $92 million and $250 million, respectively, in cash. In 2022 the repatriation was primarily used to repay existing debt, principally the repayment of the Term loan A.

2022 Debt repayments and repurchases

M-29

2020 Credit Agreement

During 2022, Ashland prepaid its Term loan A principal balance of $250 million.

Other Debt

During 2022, Ashland repaid the outstanding balance on its European short-term loan facility for $23 million.

2021 Debt repayments and repurchases

Redemption of 4.750% senior notes due 2022

During 2021, Ashland redeemed all of its outstanding 4.750% senior notes due 2022 (the 2022 Notes), of which approximately $411 million were outstanding. Ashland recognized a $1 million charge related to accelerated accretion on debt discounts and accelerated amortization of previously capitalized debt issuance costs, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

Total premiums paid for all the tender offers in 2021 noted above were $16 million, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

Accounts receivable facilities and off-balance sheet arrangements

U.S. accounts receivable sales program

On March 17, 2021, a wholly-owned, bankruptcy-remote special purpose entity and consolidated Ashland subsidiary (SPE) entered into an agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of two other U.S. based Ashland subsidiaries. Under the agreement, Ashland can transfer whole receivables up to a limit established by the buyer, which is currently set at $125 million between February and October of each year and up to $100 million all other times. Ashland’s continuing involvement is limited to servicing the receivables, including billing, collections and remittance of payments to the buyers as well as a limited guarantee on over-collateralization. The arrangement was set to terminate on May 31, 2023.

On April 14, 2023, Ashland entered into Second and Third Amendments associated with this current program. As part of these amendments the buyer's limit was reduced to $115 million between April and October of each year, and up to $100 million at all other times. Additionally, the scheduled termination date was extended from May 31, 2023 to April 14, 2025.

Ashland determined that any receivables transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership. Ashland received a true sale at law and non-consolidation opinions to support the legal isolation of these receivables. Ashland accounts for the receivables transferred to buyers as sales. Ashland recognizes any gains or losses based on the excess of proceeds received net of buyer’s discounts and fees compared to the carrying value of the assets. Proceeds received, net of buyer’s discounts and fees, are recorded within the operating activities of the Statements of Consolidated Cash Flows. Losses on sale of assets, including related transaction expenses are recorded within the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss). Ashland regularly assesses its servicing obligations and records them as assets or liabilities when appropriate. Ashland also monitors its obligation with regards to the limited guarantee and records the resulting guarantee liability when warranted. When applicable, Ashland discloses the amount of the receivable that serves as over-collateralization as a restricted asset.

Ashland recognized a $3 million and a $1 million loss within the Statements of Consolidated Comprehensive Income (Loss) for 2023 and 2022, respectively, within the net interest and other expense caption associated with sales under the program. Ashland has recorded $86 million of sales against the buyer’s limit, which was $115 million at September 30, 2023, compared to $110 million of sales against the buyer's limit, which was $125 million at September 30, 2022. Ashland transferred $106 million and $136 million in receivables to the SPE as of September 30, 2023 and 2022, respectively. Ashland recorded liabilities related to its service obligations and limited guarantee as of September 30, 2023 and 2022 of less than $1 million. As of September 30, 2023 and 2022, the year-to-date gross cash proceeds received for receivables transferred and derecognized were $217 million and $312 million, respectively, of which $241 million and $315 million were collected by Ashland in our capacity as a servicer of the receivables and remitted to the buyer. The difference between receivables transferred and derecognized versus

M-30

collected of $24 million and $3 million for the periods ended September 30, 2023 and 2022, respectively, represents the impact of a net reduction in account receivable sales volume during each year. The prior year period included the impact of a $21 million net reduction in accounts receivables sales volume attributable to the Adhesives business sold in 2022.

2018 foreign accounts receivable securitization

During July 2018, Ashland entered into a €115 million accounts receivable securitization facility (the Program) for the transfer by certain subsidiaries of Ashland (the Sellers) directly or indirectly to Ester Finance Titrisation (the Purchaser), a wholly-owned subsidiary of Crédit Agricole Corporate and Investment Bank (the Arranger), of certain receivables and/or collections originated by the Sellers towards certain corporate debtors located in multiple European jurisdictions and denominated in multiple currencies. The Program originally had a term of two years, but was extended to August 2021 in September 2019. During July 2021, the termination date of the Program was extended to July 2023. During July 2020, the available funding for qualified receivables under the accounts receivable securitization facility decreased from €115 million to €100 million. During July 2023, the program was extended to September 30, 2023.

Under the Program, each Seller assigns, on an ongoing basis, certain of its accounts receivable and the right to the collections on those accounts receivable to the Purchaser. Under the terms of the Program, the Sellers could, from time to time, obtain up to €100 million from the Purchaser through the sale of an undivided interest in such accounts receivable and collections. Ashland accounts for the securitization facility as secured borrowings, and the receivables sold pursuant to the facility are included in the Consolidated Balance Sheets as accounts receivable. Fundings under the Program will be repaid as accounts receivable are collected, with new fundings being advanced (through daily advanced purchase price) as new accounts receivable are originated by the Sellers and assigned to the Purchaser, with settlement occurring monthly. Ashland classifies any borrowings under this facility as a short-term debt instrument within the Consolidated Balance Sheets. Once sold to the Purchaser, the accounts receivable and rights to collection described above are separate and distinct from each Sellers’ own assets and are not available to its creditors should such Sellers become insolvent.

At September 30, 2023 and 2022 the outstanding amount of accounts receivable transferred by Ashland to the Purchaser was $124 million and $162 million, respectively, and there were no borrowings (denominated in multiple currencies) under the facility for either period. The weighted-average interest rate for this instrument was 0.5% for 2023 and 2022, respectively.

Other debt

At September 30, 2023 and 2022, Ashland held other debt totaling $83 million and $63 million, respectively, comprised primarily of the 6.50% notes due 2029 and other notes.

Available borrowing capacity and liquidity

The borrowing capacity remaining under the $600 million 2022 Revolving Credit Facility was $594 million due to a reduction of $6 million for letters of credit outstanding at September 30, 2023. Ashland's total borrowing capacity at September 30, 2023 was $698 million, which included $104 million of available capacity from the foreign 2018 Accounts Receivable Securitization Facility.

Additionally, Ashland has no available liquidity under its current U.S. Accounts Receivable Sales Program.

Covenants related to current Ashland debt agreements

Ashland’s debt 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 September 30, 2023, Ashland was in compliance with all debt agreement covenant restrictions.

The maximum consolidated net leverage ratio permitted under the 2022 Credit Agreement is 4.0. The 2022 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 2022 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,

M-31

restructuring and integration charges, certain environmental charges, non-cash 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 non-cash 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 in the "Use of non-GAAP measures" 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 September 30, 2023, Ashland’s calculation of the consolidated net leverage ratio was 1.9.

The minimum required consolidated interest coverage ratio under the 2022 Credit Agreement is 3.0. The 2022 Credit Agreement defines the consolidated interest coverage ratio as the ratio of Covenant Adjusted EBITDA to consolidated interest charges for any measurement period. At September 30, 2023, Ashland’s calculation of the consolidated interest coverage ratio was 8.6.

Any change in Covenant Adjusted EBITDA of $100 million would have an approximate 0.3x effect on the consolidated net leverage ratio and a 1.8x effect on the consolidated interest coverage ratio. Any change in consolidated indebtedness of $100 million would affect the consolidated net leverage ratio by approximately 0.2x.

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 September 30, 2023, both Moody’s Investor Services and Standard & Poor’s outlook remained at stable. Subsequent changes to these ratings or outlook may have an effect on Ashland’s borrowing rate or ability to access capital markets in the future.

Additional capital resources

Ashland 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.

M-32

Ashland expects the following material cash funding requirements from known contractual obligations at September 30, 2023:

Less thanMore than
(In millions)Total1 year1 year
Material Cash Funding Requirements Contractual obligations
Raw material and service contract purchase obligations (a)$245$47$198
Employee benefit obligations (b)671453
Operating lease obligations (c)16724143
Interest payments (d)60456548
Unrecognized tax benefits (e)59356
One-time transition tax (f)391029
Total contractual obligations$1,181$154$1,027
Other commitments
Letters of credit (g)$49$49$

(a)
Includes raw material and service contracts where minimal committed quantities and prices are fixed.

(b)
Includes estimated funding of Ashland’s qualified U.S. and non-U.S. pension plans for 2023 as well as projected benefit payments through 2030 under Ashland’s unfunded pension and other postretirement benefit plans. Excludes the benefit payments from the pension plan trust funds. See Note L of the Notes to Consolidated Financial Statements for additional information.

(c)
Includes leases for office buildings, transportation equipment, warehouses and storage facilities and other equipment. For further information, see Note J of the Notes to Consolidated Financial Statements.

(d)
Includes interest expense on both variable and fixed rate debt assuming no prepayments. Variable interest rates have been assumed to remain constant through the end of the term at rates that existed as of September 30, 2023.

(e)
Due to uncertainties in the timing of the effective settlement of tax positions with respect to taxing authorities, Ashland is unable to determine the timing of payments related to noncurrent unrecognized tax benefits, including interest and penalties. Therefore, these amounts were included in the “More than 1 year” column.

(f)
As a result of the Tax Act enacted during fiscal year 2017, Ashland has currently recorded a $39 million liability for the one-time transition tax. This liability will be payable over five years.

(g)
Ashland issues various types of letters of credit as part of its normal course of business.

Total Equity

Total equity was $3,097 million and $3,220 million at September 30, 2023 and September 30, 2022, respectively. During 2023, there were increases of $178 million for net income, $72 million for deferred translation gains, and $12 million for common shares issued under stock incentive plans. The increases were more than offset by decreases of $6 million for unrealized losses on commodity hedges, $76 million for dividends paid during 2023, and $303 million for repurchases of common stock (which includes $3 million in excise tax on stock repurchases).

2023 Stock repurchase program

On June 28, 2023, Ashland's board of directors authorized a new evergreen $1 billion common share repurchase program (2023 stock repurchase program). The new authorization terminates and replaces the company's 2022 stock repurchase program, which had $200 million outstanding at the date of termination. As of September 30, 2023, $1 billion remained available for repurchase under the 2023 stock repurchase program.

2022 Stock repurchase program

On May 25, 2022, Ashland's board of directors authorized a new, evergreen $500 million common share repurchase program (2022 stock repurchase program). The new authorization terminates and replaces the company's 2018 $1 billion share repurchase program, which had $150 million outstanding at the date of termination. As of September 30, 2022, $500 million remained available for repurchase under the 2022 stock repurchase program.

Stock repurchase program agreements

During May 2023, under the 2022 stock repurchase program, Ashland initiated a Rule 10b5-1 trading plan agreement to repurchase up to $100 million of its outstanding shares. The program was completed during June 2023, when Ashland paid a total of $100 million and received a delivery of 1.1 million shares of common stock.

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During March 2023, under the 2022 stock repurchase program, Ashland initiated a Rule 10b5-1 trading plan agreement to repurchase up to $100 million of its outstanding shares. The program was completed during April 2023, when Ashland paid a total of $100 million and received a delivery of 1.0 million shares of common stock.

During February 2023, under the 2022 stock repurchase program, Ashland initiated a Rule 10b5-1 trading plan agreement to repurchase up to $100 million of its outstanding shares. The program was completed during February 2023, when Ashland paid a total of $100 million and received a delivery of 1.0 million shares of common stock.

On March 1, 2022, under the 2018 stock repurchase program, Ashland entered into an agreement to repurchase an aggregate amount of $200 million of Ashland common stock using open-market purchases under rule 10b-18. On April 8, 2022, Ashland completed repurchases under this agreement repurchasing a total of 2.15 million shares for a total amount of $200 million.

In September 2021, under the 2018 stock repurchase program, Ashland announced that it entered into an accelerated share repurchase agreement (2021 ASR Agreement). Under the 2021 ASR Agreement, Ashland paid an initial purchase price of $450 million and received an initial delivery of 3.9 million shares of common stock during September 2021. The bank exercised its early termination option under the 2021 ASR Agreement in February 2022, and an additional 0.7 million shares were repurchased, bringing the total shares repurchased upon settlement to 4.6 million.

Stockholder dividends

Ashland paid dividends per common share of $1.44, $1.27 and $1.15 during 2023, 2022 and 2021, respectively.

In May 2023, the Board of Directors of Ashland announced a quarterly cash dividend of 38.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 33.5 cents per share. The dividend was paid in the third and fourth quarter of fiscal 2023.

In May 2022, the Board of Directors of Ashland announced a quarterly cash dividend of 33.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 30.0 cents per share. This dividend was paid in the third and fourth quarters of fiscal 2022 and the first and second quarters of fiscal 2023.

In May 2021, the Board of Directors of Ashland announced a quarterly cash dividend of 30.0 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 27.5 cents per share. This dividend was paid in the third and fourth quarters of fiscal 2021 and the first and second quarters of fiscal 2022.

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, which represented an increase from the previous quarterly cash dividend of 25.0 cents per share. This dividend was paid in first and second quarters of fiscal 2021.

Capital expenditures

Capital expenditures were $170 million for 2023 and averaged $129 million during the last three years. Ashland expects capital expenditures over the next three years to average approximately $165 million per year. A summary of capital expenditures by reportable segment during 2023, 2022 and 2021 follow.

(In millions)202320222021
Life Sciences$46$28$27
Personal Care20147
Specialty Additives996167
Intermediates372
Unallocated and Other232
Total capital expenditures$170$113$105

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A summary of the capital employed in Ashland’s current operations, which is calculated by adding equity to capital investment, as of the end of the last two years is as follows.

(In millions)20232022
Capital employed (a)
Life Sciences$1,807$1,801
Personal Care943994
Specialty Additives1,4211,379
Intermediates116138

(a)
Excludes the assets and liabilities classified within unallocated and other which primarily includes debt and other long-term liabilities such as asbestos and pension. The net liability in unallocated and other was $1,190 million and $1,092 million as of September 30, 2023 and 2022, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

As part of its normal course of business, Ashland is a party to various financial guarantees and other commitments. These arrangements involve elements of performance and credit risk that are not included in the Consolidated Balance Sheets. The possibility that Ashland would have to make actual cash expenditures in connection with these obligations is largely dependent on the performance of the guaranteed party, or the occurrence of future events that Ashland is unable to predict. The fair value of these guarantees is not significant.

NEW ACCOUNTING PRONOUNCEMENTS

For a discussion and analysis of recently issued accounting pronouncements and its impact on Ashland, see Note A of Notes to Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of Ashland’s 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, environmental remediation, asbestos litigation, the accounting for goodwill and other intangible assets and income taxes. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. Management has reviewed the estimates affecting these items with the Audit Committee of Ashland’s Board of Directors.

Environmental remediation and asset retirement obligations

Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. At September 30, 2023, such locations included 57 sites where Ashland has been identified as a potentially responsible party under Superfund or similar state laws, 108 current and former operating facilities and about 1,225 service station properties, of which 14 are being actively remediated. See Note N of the Notes to Consolidated Financial Statements for additional information.

Ashland’s reserves for environmental remediation and related environmental litigation amounted to $214 million at September 30, 2023 compared to $211 million at September 30, 2022 of which $165 million at September 30, 2023 and $157 million at September 30, 2022 were classified in other noncurrent liabilities on the Consolidated Balance Sheets. The remaining reserves were classified in accrued expenses and other liabilities on the Consolidated Balance Sheets.

The total reserves for environmental remediation reflect Ashland’s estimates of the most likely costs that will be incurred over an extended period to remediate identified conditions for which the costs are reasonably estimable, without regard to any third-party recoveries. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated reserves for environmental remediation. Ashland regularly adjusts its reserves as environmental remediation continues.

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During 2023, 2022 and 2021, Ashland recognized $56 million, $66 million and $50 million of expense, respectively, for certain environmental liabilities related to normal ongoing remediation cost estimate updates for sites, which is consistent with Ashland’s historical environmental accounting policy.

Environmental remediation reserves are subject to uncertainties that affect Ashland’s ability to estimate its share of the costs. Such uncertainties involve the nature and extent of contamination at each site and the extent of required cleanup efforts under existing environmental regulations, with varying costs of alternate cleanup methods. Although it is not possible to predict with certainty the ultimate costs of environmental remediation, Ashland currently estimates that the upper end of the reasonably possible range of future costs for identified sites could be as high as approximately $465 million. The largest reserve for any site is 21% of the remediation reserve.

Asbestos litigation

Ashland and Hercules have liabilities from claims alleging personal injury caused by exposure to asbestos. To assist in developing and annually updating independent reserve estimates for future asbestos claims and related costs, Ashland has retained third party actuarial experts Gnarus Advisors, LLC (Gnarus). The methodology used by Gnarus to project future asbestos costs is based largely on recent experience, including claim-filing and settlement rates, disease mix, open claims and litigation defense. The claim experience of Ashland and Hercules are separately compared to the results of previously conducted third party epidemiological studies estimating the number of people likely to develop asbestos-related diseases. Those studies were undertaken in connection with national analyses of the population expected to have been exposed to asbestos. Using that information, Gnarus estimates a range of the number of future claims that may be filed, as well as the related costs that may be incurred in resolving those claims. Changes in asbestos-related liabilities and receivables are recorded on an after-tax basis within the discontinued operations caption in the Statements of Consolidated Comprehensive Income (Loss). See Note N of the Notes to Consolidated Financial Statements for additional information.

Ashland asbestos-related litigation

The claims alleging personal injury caused by exposure to asbestos asserted against Ashland result primarily from indemnification obligations undertaken in 1990 in connection with the sale of Riley, a former subsidiary. The amount and timing of settlements and number of open claims can fluctuate from period to period.

Ashland asbestos-related liability

From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus.

During the most recent update completed during 2023, it was determined that the liability for Ashland asbestos-related claims should be increased by $9 million. Total reserves for asbestos claims were $281 million at September 30, 2023 compared to $305 million at September 30, 2022.

Ashland asbestos-related receivables

Ashland has insurance coverage for certain litigation defense and claim settlement costs incurred in connection with its asbestos claims, and coverage-in-place agreements exist with the insurance companies that provide substantially all of the coverage that will be accessed.

For the Ashland asbestos-related obligations, Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. Substantially all of the estimated receivables from insurance companies are expected to be due from domestic insurers, all of which are solvent.

At September 30, 2023, Ashland’s receivable for recoveries of litigation defense and claim settlement costs from insurers amounted to $95 million (excluding the Hercules receivable for asbestos claims). Receivables from insurers amounted to $101 million at September 30, 2022. During 2023, the annual update of the model used for purposes of valuing the asbestos reserve

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and its impact on valuation of future recoveries from insurers, was completed. This model update resulted in a $3 million increase in the receivable for probable insurance recoveries.

Hercules asbestos-related litigation

Hercules has liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market. The amount and timing of settlements and number of open claims can fluctuate from period to period.

Hercules asbestos-related liability

From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus. As a result of the most recent annual update of this estimate, completed during 2023, it was determined that the liability for Hercules asbestos-related claims should be decreased by $2 million. Total reserves for asbestos claims were $191 million at September 30, 2023 compared to $213 million at September 30, 2022.

Hercules asbestos-related receivables

For the Hercules asbestos-related obligations, certain reimbursement obligations pursuant to coverage-in-place agreements with insurance carriers exist. As a result, any increases in the asbestos reserve have been partially offset by probable insurance recoveries. Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. The estimated receivable consists exclusively of solvent domestic insurers.

As of September 30, 2023 and 2022, the receivables from insurers amounted to $47 million and $52 million, respectively. During 2023, the annual update of the model used for purposes of valuing the asbestos reserve and its impact on valuation of future recoveries from insurers was completed. This model update resulted in a $3 million decrease in the receivable for probable insurance recoveries.

Asbestos litigation cost projection

Projecting future asbestos costs is subject to numerous variables that are difficult to predict. In addition to the uncertainties surrounding the number of claims that might be received, other variables include the type and severity of the disease alleged by each claimant and the related costs incurred in resolving those claims, mortality rates, dismissal rates, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, Ashland believes that the asbestos reserves for Ashland and Hercules represent the best estimate within a range of possible outcomes. As a part of the process to develop these estimates of future asbestos costs, a range of long-term cost models was developed. These models are based on national studies that predict the number of people likely to develop asbestos-related diseases and are heavily influenced by assumptions regarding long-term inflation rates for indemnity payments and legal defense costs, as well as other variables mentioned previously. Ashland has currently estimated in various models ranging from approximately 40 year periods that it is reasonably possible that total future litigation defense and claim settlement costs on an inflated and undiscounted basis could range as high as approximately $422 million for the Ashland asbestos-related litigation (current reserve of $281 million) and approximately $288 million for the Hercules asbestos-related litigation (current reserve of $191 million), depending on the combination of assumptions selected in the various models. While the timeframe used in Ashland's models for projecting asbestos liabilities generally decreases over time based on the expected lifetime of the liabilities, these models have been consistently applied within all periods presented. If actual experience is worse than projected, relative to the number of claims filed, the severity of alleged disease associated with those claims or costs incurred to resolve those claims, or actuarial refinement or improvements to the assumptions used within these models are initiated, Ashland may need to further increase the estimates of the costs associated with asbestos claims and these increases could be material over time.

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Accounting for goodwill and other indefinite-lived intangible assets

Goodwill

Ashland accounts for goodwill and other intangible assets acquired in a business combination in conformity with current accounting guidance which does not allow for goodwill and indefinite-lived intangible assets to be amortized.

Ashland reviews goodwill for impairment annually as of July 1 or when events and circumstances indicate an impairment may have occurred. Ashland tests goodwill for impairment by comparing the estimated fair value of the reporting units to the related carrying value. If the fair value of the reporting unit is lower than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds fair value. However, the loss recognized cannot exceed the carrying amount of goodwill. Reporting units are defined as either operating segments or one level below the operating segments for which discrete financial information is available and reviewed by the business management. Ashland determined that its reporting units are Life Sciences, Personal Care, Specialty Additives and Intermediates.

Ashland makes various estimates and assumptions in determining the estimated fair value of each reporting unit using a combination of discounted cash flow models and valuations based on earnings multiples for guideline public companies in each reporting unit’s industry peer group, when externally quoted market prices are not readily available. Discounted cash flow models are reliant on various assumptions, including projected business results, long-term growth factors and weighted-average cost of capital. Management judgment is involved in estimating these variables, and they include uncertainties since they are forecasting future events. Ashland performs sensitivity analyses by using a range of inputs to confirm the reasonableness of the long-term growth rate and weighted average cost of capital estimates. Additionally, Ashland compares the indicated equity value to Ashland’s market capitalization and evaluates the resulting implied control premium/discount to determine if the estimated enterprise value is reasonable.

Ashland performed its annual goodwill impairment using the quantitative approach as of July 1, 2023, and concluded that all reporting units had fair values in excess of its respective carrying amounts. The fair values of Life Sciences, Personal Care, and Specialty Additives exceeded their carrying values by 11%, 48%, and 28%, respectively. The Intermediates reporting unit has no associated goodwill. Ashland concluded there was no impairment as of July 1, 2023. Ashland compared the total fair values of the reporting units to Ashland’s market capitalization at July 1, 2023, to determine if the fair values are reasonable. Ashland's market capitalization exceeded the aggregate fair value of each reporting unit at the annual assessment date by approximately 10%. A discount of 10% implies a high level of conservatism in Ashland's impairment assessment as recent comparable market transactions would imply control premiums of approximately 20% at the median (i.e., the premium of an offer price over the closing stock price immediately preceding an announced transaction).

Assumptions inherent in the valuation methodologies include estimates of future projected business results (principally revenue and EBITDA), long-term growth rates, and the weighted-average cost of capital. Ashland performed sensitivity analyses by using a range of inputs to confirm the reasonableness of long-term growth rate and weighted average cost of capital estimates. Significant assumptions utilized in the impairment analysis included the weighted-average cost of capital, ranging between 10.75% and 11.25%, and terminal growth rate, ranging between 2.0% and 4.0% depending on the reporting unit. Based on sensitivity analysis performed on two key assumptions in the discounted cash flow model at July 1, 2023, a 1% decrease in the long-term growth factor assumption or a 1% increase in the weighted average cost of capital assumption across each of Ashland’s reporting units would not have resulted in a fair value below the respective reporting units carrying value. For further information, see Note G of Notes to the Consolidated Financial Statements.

Other indefinite-lived intangible assets

Other indefinite-lived intangible assets include certain trademarks and trade names. Ashland reviews these intangible assets for possible impairment annually as of July 1 or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, the asset is written down to its fair value and the amount of the write down is the impairment charge. Similar to its annual assessment for goodwill, Ashland performs a quantitative test for impairment.

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Ashland tested these assets using a “relief-from-royalty” valuation method to determine the fair value. Assumptions inherent in the valuation methodologies include, but are not limited to, future projected business results, growth rates, the weighted-average cost of capital for a market participant, and royalty rates. In conjunction with the July 1 annual assessment of indefinite-lived intangible assets, Ashland’s quantitative approach models did not indicate any impairment, as each indefinite-lived intangible asset’s fair value exceeded its carrying values.

Ashland’s assessment of an impairment on any of these assets classified currently as having indefinite lives, including goodwill, could change in future periods if significant events happen and/or circumstances change that affect the previously mentioned assumptions. Assumptions inherent in the valuation methodologies include, but are not limited to, such estimates as future projected business results, growth rates, the weighted average cost of capital for a market participant, and royalty rates. For further information, see Note G of Notes to Consolidated Financial Statements.

Income taxes

Ashland is subject to income taxes in the United States and numerous foreign jurisdictions. Judgment in the forecasting of taxable income using historical and projected future operating results is required in determining Ashland’s provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable, and deferred taxes. Under U.S. GAAP, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax loss and credit carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the enactment date occurs. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts expected to be realized. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are indefinitely reinvested. In the event that the actual outcome of future tax consequences differs from Ashland’s estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the Statement of Consolidated Comprehensive Income (Loss) and Consolidated Balance Sheets.

The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and judgment by Ashland. If actual results differ from the estimates made by Ashland in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact earnings or other comprehensive income depending on the nature of the respective deferred tax asset. Additionally, the positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. Positive and negative evidence is considered in determining the need for a valuation allowance against deferred tax assets, which includes such evidence as historical earnings, projected future earnings, tax planning strategies and expected timing of reversal of existing temporary differences.

In determining the recoverability of deferred tax assets Ashland gives consideration to all available positive and negative evidence including reversals of deferred tax liabilities (other than those with an indefinite reversal period), projected future taxable income, tax planning strategies and recent financial operations. Ashland attaches the most weight to historical earnings due to their verifiable nature. In evaluating the objective evidence that historical results provide, Ashland considers three years of cumulative income or loss. In addition, Ashland has reflected increases and decreases in our valuation allowance based on the overall weight of positive versus negative evidence on a jurisdiction by jurisdiction basis.

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EFFECTS OF INFLATION AND CHANGING PRICES

Ashland’s financial statements are prepared on the historical cost method of accounting in accordance with U.S. GAAP and, as a result, do not reflect changes in the purchasing power of the U.S. dollar. Monetary assets (such as cash, cash equivalents and accounts receivable) lose purchasing power as a result of inflation, while monetary liabilities (such as accounts payable and indebtedness) result in a gain, because they can be settled with dollars of diminished purchasing power. As of September 30, 2023, Ashland’s monetary assets exceed its monetary liabilities, leaving it currently more exposed to the effects of future inflation. While inflation rose significantly during 2022, it began to decrease in fiscal 2023, and is expected to stabilize beyond fiscal 2023 according to forward economic outlooks. See Item 1A - Risk Factors for additional information.

Certain of the industries in which Ashland operates are capital-intensive, and replacement costs for its plant and equipment generally would substantially exceed their historical costs. Accordingly, depreciation and amortization expense would be greater if it were based on current replacement costs. However, because replacement facilities would reflect technological improvements and changes in business strategies, such facilities would be expected to be more productive than existing facilities, mitigating at least part of the increased expense.

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OUTLOOK

Portfolio-optimization actions

As previously disclosed on November 1, 2023, Ashland is taking the following portfolio-optimization actions to further strengthen the Company’s resilience and improve margins and returns in this uncertain environment:


Commencing a divestiture process for the Company’s nutraceuticals business;


Optimizing and consolidating the Company's carboxymethyl cellulose (CMC) and methyl cellulose (MC) industrial businesses and related capacity to improve productivity and mix;


Developing plans to repurpose the impacted CMC and MC assets to support other longer-term growth initiatives;


Optimizing the Company’s global hydroxyethyl cellulose (HEC) manufacturing network for greater efficiency; and


Increasing resources and investments to drive the Company's higher-value “globalize and innovate” strategy.

When completed, these portfolio actions are expected to result in improved Adjusted EBITDA margins of approximately 200 basis-points and returns on net assets of 150 to 200 basis-points. These actions are expected to reduce volatility, improve focus and decrease working capital and maintenance capital expenditures. The impact of these portfolio actions is expected to reduce annual sales by approximately $200 million to $225 million. Ashland plans to take actions to fully offset the approximately $100 million of stranded costs and lost gross profit that is expected to result from these actions.

At the same time, the Company plans to increase its investments and resources for the core growth businesses consistent with the “globalize and innovate” strategy that was outlined at the Company’s recent Innovation Day. During fiscal year 2024 the Company plans to deploy an incremental $4-6 million in commercial and technical resources to support this growth.

Financial Outlook

As part of Ashland's regular financial planning process and in concert with extensive customer discussions, the Company has analyzed numerous demand-recovery scenarios for fiscal year 2024. While there is evidence that customer destocking across many end markets is slowing, a great deal of uncertainty remains. The Company’s view is that recovery is likely to be back-end loaded into the second half of the fiscal year. In addition, consideration for the impact in fiscal 2024 of the announced portfolio-optimization actions is being layered into forecast models as the commercial teams engage with customers. Given the overall uncertainty, at this time the Company is not issuing an outlook for fiscal year 2024 but will provide an update regarding its financial outlook during its fiscal-first quarter earnings call.

For the fiscal-first quarter of 2024, demand in October has demonstrated some sequential improvement, though customer destocking continues across many end markets. First-quarter 2024 financial results will include carryover impacts from internal inventory-control actions that will negatively impact results compared to prior year. Customer order lead times have returned to more normalized levels and November orders are consistent with expectations. At this time, visibility into December demand is limited and uncertainty remains as to whether some customers decide to take year-end inventory control actions. Taking these factors into account, for the fiscal-first quarter of 2024 the company expects sales in the range of $470 million to $490 million and adjusted EBITDA in the range of $55 million to $65 million.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements including, without limitation, statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation” (MD&A), within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its Annual Report to Stockholders, quarterly reports and other filings with the Securities and Exchange Commission (SEC), news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, as well as the economy and other future events or circumstances. Ashland’s expectations

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and assumptions include, without limitation, those mentioned within the MD&A, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies, cost savings and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: the impact of acquisitions and/or divestitures Ashland has made or may make (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); execution risks associated with our growth strategies; the competitive nature of our business; severe weather, natural disasters, public health crises (including the COVID-19 pandemic), cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); the ongoing Ukraine/Russia and Israel/Hamas conflict on the geographies in which Ashland operates, the end markets Ashland serves and on Ashland’s supply chain and customers; and without limitation, risks and uncertainties affecting Ashland that are contained in “Use of estimates, risks and uncertainties” in Note A of Notes to Consolidated Financial Statements and in Item 1A of this Annual Report Form 10-K. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this Form 10-K whether as a result of new information, future events or otherwise. Information on Ashland’s website is not incorporated into or a part of this Form 10-K.

FY 2022 10-K MD&A

SEC filing source: 0000950170-22-025539.

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2022-11-21. Report date: 2022-09-30.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements for the years ended September 30, 2022, 2021 and 2020.

BUSINESS OVERVIEW

Ashland profile

Ashland is a global specialty additives and materials company with a conscious and proactive mindset for sustainability. The company serves customers in a wide range of consumer and industrial markets including architectural coatings, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. With approximately 3,900 employees worldwide, Ashland serves customers in more than 100 countries.

Ashland’s sales generated outside of North America were 68% in 2022 and 2021, and 67% in 2020. respectively. Sales by region expressed as a percentage of total consolidated sales were as follows:

Sales by Geography202220212020
North America (a)32%32%33%
Europe (a)35%36%36%
Asia Pacific24%23%22%
Latin America & other9%9%9%
100%100%100%

(a) Ashland includes only U.S. and Canada in its North American designation and includes Europe, the Middle East and Africa in its Europe designation.

Reportable segments

Ashland’s reportable segments include Life Sciences, Personal Care, Specialty Additives and Intermediates. Unallocated and Other includes corporate governance activities and certain legacy matters. The contribution to sales by each reportable segment expressed as a percentage of total consolidated sales for the year ended September 30 were as follows:

Sales by Reportable Segment202220212020
Life Sciences34%35%35%
Personal Care28%28%31%
Specialty Additives30%31%29%
Intermediates8%6%5%
100%100%100%

KEY DEVELOPMENTS

Business Results

Ashland’s net income was $927 million ($181 million income from continuing operations and $746 million income from discontinued operations) in 2022 compared to income of $220 million ($173 million income from continuing operations and $47 million income from discontinued operations) in 2021. Results for Ashland’s continuing operations for 2022 and 2021 were impacted by restructuring costs of $5 million in 2022 and $10 million in 2021, environmental reserve adjustments of $53 million in 2022 and $45 million in 2021, and unrealized losses of $102 million and unrealized gains of $21 million on restricted investment securities. Fiscal 2022 also included $42 million of gains associated with the sale of two excess and unused parcels of land and a $22 million gain on pension and other postretirement plan remeasurements. Additionally, the prior year included $17 million of debt restructuring costs, $13 million restructuring related impairment charges, and a $4 million charge for inventory adjustments. Discontinued operations were primarily driven by the change in results of the Performance Adhesives business including the $726 million gain as a result of the sale of that business during fiscal 2022. Ashland’s Adjusted EBITDA is $590 million for the current year compared to $495 million in the prior year (see U.S. GAAP reconciliation under consolidated review). The $95 million increase in Adjusted EBITDA was primarily driven by disciplined pricing leading to cost recovery in a high-inflation environment and improved product mix partially offset by higher raw material and operating costs, unfavorable currency exchange and higher selling, general and administration costs.

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Uncertainty relating to the Ukraine and Russia conflict

Business disruptions, including those related to the ongoing conflict between Ukraine and Russia continue to impact businesses around the globe. While it is impossible to predict the effects of the conflict such as possible escalating geopolitical tensions (including the imposition of existing and additional sanctions by the U.S and the European Union on Russia), worsening macroeconomic and general business conditions, supply chain interruptions and unfavorable energy markets, the impact could be material. Ashland is closely monitoring the situation and maintains business continuity plans that are intended to continue operations or mitigate the effects of events that could disrupt its business.

Ashland does not have manufacturing operations in Russia, Ukraine, or Belarus. Ashland sells (or previously sold) additives and specialty ingredients to manufacturers in these countries for their use in pharmaceuticals, personal care, and coatings applications. Sales to Russia and Belarus were previously limited and our products were primarily used in products and applications that are essential to the population's wellbeing and currently support our customers' humanitarian efforts. We have sales controls in place to ensure that future potential sales into the region are only to support critical pharmaceutical or personal hygiene products which are essential for the general population and in accordance with any applicable sanctions. Sales to Ukraine, Russia, and Belarus represent less than 1% of total consolidated sales and less than 1% of total consolidated assets (related to accounts receivable).

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 and any variants, the duration of the outbreak, governmental, business or other actions, impacts on Ashland’s supply chain, the effect on customer demand, or changes to Ashland’s operations. The health of Ashland’s workforce and its ability to meet staffing needs throughout the critical functions cannot be predicted and is vital to operations. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending as well as other unanticipated consequences remain unknown. In addition, Ashland cannot predict the impact that the COVID-19 pandemic will have on its customers, vendors, suppliers and other business partners; however, any material effect on these parties could adversely impact Ashland.

Ashland continues to successfully navigate the uncertain environment associated with the COVID-19 pandemic. Through fiscal year 2022, Ashland has not experienced any additional major operating surprises related to the COVID-19 pandemic, continues to maintain supply chains in a challenging environment, had strong safety performance in the face of unprecedented pressures and improved operating discipline across each of its businesses. Ashland businesses continue to show resiliency in the face of difficult economic circumstances. While sales were up in the year period-over-period, continued supply-chain and labor-shortage challenges inhibited Ashland's ability to meet strong overall customer demand. Ashland’s overall liquidity remains strong and Ashland is more than 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 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 this report, which is incorporated herein by reference.

Other significant items

Performance Adhesives

Ashland completed the sale of its Performance Adhesives business segment on February 28, 2022, resulting in proceeds to Ashland of approximately $1.7 billion, net of transaction costs. Ashland recognized an after-tax gain of $726 million within the income from discontinued operations caption of the Statement of Consolidated Comprehensive Income (Loss) for the twelve months ended September 30, 2022 related to the sale of Performance Adhesives. Since this transaction represented a strategic

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shift in Ashland’s business and had a major effect on Ashland’s operations and financial results, the operating results and cash flows related to Performance Adhesives have been reflected as discontinued operations in the statement of Consolidated Comprehensive Income (Loss) and Statements of Condensed Consolidated Cash Flows. See Note C of the Notes to the Consolidated Financial Statements for more information. Certain indirect corporate costs included within the selling, general and administrative expense caption of the Statement of Consolidated Comprehensive Income (Loss) that were previously allocated to the Performance Adhesives segment do not qualify for classification within discontinued operations and are now reported as selling, general and administrative expense within continuing operations on a consolidated basis and within the Unallocated and other segment. These costs were $9 million, $15 million, and $20 million during the twelve months ended September 30, 2022, 2021, and 2020, respectively.

Debt Repayment Activities

Ashland used a portion of the proceeds from the sale of its Performance Adhesives segment to prepay $250 million of principal on its Term loan A, reduce $240 million of outstanding borrowing under the 2020 Revolving Credit Facility, reduce $102 million of outstanding borrowing under the Foreign Accounts Receivable Securitization Facility, and repay the $23 million outstanding balance on its European short-term loan facility during 2022.

2022 Stock repurchase program

On May 25, 2022, Ashland's board of directors authorized a new, evergreen $500 million common share repurchase program (2022 stock repurchase program). The new authorization terminates and replaces the company's 2018 $1 billion share repurchase program, which had $150 million outstanding at the date of termination.

2018 Stock repurchase program

In September 2021, under the 2018 stock repurchase program, Ashland entered into an accelerated share repurchase agreement (2021 ASR Agreement). Under the 2021 ASR Agreement, Ashland paid an initial purchase price of $450 million and received an initial delivery of 3.9 million shares of common stock during September 2021. The bank exercised its early termination option under the 2021 ASR Agreement in February 2022, and an additional 0.7 million shares were repurchased, bringing the total shares repurchased upon settlement to 4.6 million.

On March 1, 2022, under the 2018 stock repurchase program, Ashland entered into an agreement to repurchase an aggregate amount of $200 million of Ashland common stock using open-market purchases under rule 10b-18. On April 8, 2022, Ashland completed repurchases under this agreement repurchasing a total of 2.15 million shares for a total amount of $200 million.

Operational business model changes and restructurings

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


$50 million of incremental SARD cost savings


$50 million of incremental COGS productivity savings

As of September 30, 2022, Ashland has achieved all of its target run-rate cost savings under these initiatives.

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RESULTS OF OPERATIONS – CONSOLIDATED REVIEW

Consolidated review

Net income

Ashland’s net income (loss) is primarily affected by results within operating income (loss), net interest and other expense, other net periodic benefit income (loss), net income (loss) on acquisitions and divestitures, income tax expense (benefit), discontinued operations and other significant events or transactions that are unusual or nonrecurring.

Key financial results for 2022, 2021 and 2020 included the following:


Ashland’s net income/loss amounted to income of $927 million in 2022, income of $220 million in 2021 and loss of $508 million in 2020, or income of $16.41, income of $3.59 and loss of $8.39 diluted earnings per share, respectively.


Discontinued operations, which are reported net of taxes, resulted in income of $746 million in 2022, and $47 million each in 2021 and 2020. Fiscal 2022 includes a $726 million gain associated with the sale of the Performance Adhesives business.


Results from continuing operations, which excludes results from discontinued operations, amounted to income of $181 million and $173 million in 2022 and 2021, respectively, and loss of $555 million in 2020. Fiscal 2020 includes a non-cash pre-tax goodwill impairment charge of $530 million.


The effective income tax was an income tax expense rate of 12% for 2022, and income tax benefit rates of 28% and 4% for 2021 and 2020, respectively. These rates were impacted by certain tax specific key items and tax discrete items.


Ashland incurred pre-tax net interest and other expense of $149 million, $56 million and $119 million during 2022, 2021 and 2020, respectively. This includes charges for $16 million and $59 million for debt refinancing costs during fiscal 2021 and 2020, respectively, and $1 million and $8 million for accelerated debt issuance costs during 2021 and 2020, respectively, as well as losses of $102 million and gains of $21 million, and $20 million on restricted investments during 2022, 2021 and 2020, respectively.


Other net periodic benefit income (loss) totaled income of $22 million during 2022, loss of $1 million in 2021, and income of $3 million in 2020.


Operating income/loss amounted to income of $333 million and $192 million in 2022 and 2021, respectively, and loss of $461 million in 2020. Fiscal 2020 included a non-cash goodwill impairment charge of $530 million.

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 was income of $333 million in 2022 compared to income of $192 million and a loss of $461 million in 2021 and 2020, respectively. The current and prior years’ 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 E in the Notes to Consolidated Financial Statements for further information on the restructuring activities.


Environmental reserve adjustments – Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. As a result of these activities, Ashland recorded adjustments during each year to its environmental

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liabilities and receivables primarily related to previously divested businesses or non-operational sites. See Note N of the Notes to Consolidated Financial Statements for more information.


Income/loss on acquisitions/divestitures – Ashland recorded income of $42 million during 2022 related to pre-tax gains related to the sale of excess corporate property, and $11 million during 2021. The income in 2021 includes $3 million of expense relating to the Schülke acquisition and a $14 million gain related to the sale of a Specialty Additives facility.


Inventory adjustments – During 2021, Ashland recorded non-cash charges related to the fair value adjustment of inventory acquired from Schülke at the date of acquisition during the current year. During 2020, Ashland incurred charges associated with a program to reduce overall inventory levels as part of a working capital efficiency program. While successful in managing inventory levels, these actions resulted in increased expense primarily related to abnormal production variances due to plant shutdowns.


Asset impairments – Ashland recognized impairment charges to certain assets during 2021. See Note E of the Notes to Consolidated Financial Statements for more information.


Goodwill impairment – During 2020, Ashland realigned its operations into five reportable segments which resulted in a reassessment of the Company’s reporting units used to evaluate goodwill impairment. The impairment test under the new reporting unit structure concluded that the carrying value of the Personal Care and the Specialty Additives reporting units exceeded their fair value, resulting in a $530 million non-cash pre-tax goodwill impairment charge in 2020. See note H and Critical Accounting Policies for additional information.

Operating income/loss for 2022, 2021 and 2020 included depreciation and amortization of $241 million, $244 million and $235 million, respectively.

Non-operating key items affecting EBITDA

During the current and prior years, there were certain key items that were not included in operating income but were excluded to arrive at Adjusted EBITDA. These non-operating key items for the applicable periods are summarized as follows:


Gain/loss on pension and other postretirement plan remeasurements - Ashland recognized actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. See Note M of the Notes to Consolidated Financial Statements for more information.

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 years ended September 30, 2022, 2021 and 2020.

20222021
(In millions)202220212020changechange
Sales$2,391$2,111$2,016$280$95

The following table provides a reconciliation of the change in sales between fiscal years 2022 and 2021 and between fiscal years 2021 and 2020.

(In millions)2022 change2021 change
Volume$15$(3)
Product pricing/mix28920
Currency exchange(77)46
Acquisition5332
Change in sales$280$95

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Sales for 2022 increased $280 million, or 13%, compared to 2021. Favorable volume, including the acquisition of Schülke within the Personal Care reportable segment, and product pricing/mix associated with cost inflation pricing actions increased sales by $68 million and $289 million, respectively, partially offset by unfavorable foreign currency exchange of $77 million.

Sales for 2021 increased $95 million, or 5%, compared to 2020. The acquisition of Schülke within the Personal Care reportable segment, product pricing/mix and foreign currency exchange increased sales by $32 million, $20 million and $46 million, respectively. These increases were partially offset by unfavorable volume, which decreased sales by $3 million.

20222021
(In millions)202220212020changechange
Cost of sales$1,561$1,441$1,417$120$24
Gross profit as a percent of sales34.7%31.7%29.7%

Fluctuations in cost of sales are driven primarily by the effects of challenges in shipping and logistics in the current year, the impact of the COVID-19 pandemic, raw material prices, volume and changes in product mix, currency exchange, acquisitions and divestitures and other certain charges incurred as a result of changes or events within the businesses or restructuring activities.

The following table provides a reconciliation of the changes in cost of sales between fiscal years 2022 and 2021 and between fiscal years 2021 and 2020.

(In millions)2022 change2021 change
Volume$8$5
Price/mix91(7)
Currency exchange(39)22
Operating costs (plant)29(16)
Acquisition3120
Change in cost of sales$120$24

Cost of sales for 2022 increased $120 million compared to 2021. Price/mix, which includes cost inflation associated with plant manufacturing and shipping costs, and higher volume, including Schülke, and higher operating costs increased cost of sales by $91 million, $39 million, and $29 million, respectively. These increases were partially offset by foreign currency exchange, which decreased cost of sales by $39 million. Disciplined pricing and mix actions by Ashland's commercial teams continue to improve operating margins as gross profit as a percentage of sales expanded 3.0 percentage points during the current period.

Cost of sales for 2021 increased $24 million compared to 2020. Foreign currency exchange, the Schülke acquisition, and higher volume increased cost of sales by $22 million, $20 million, and $5 million, respectively. These increases were partially offset by the impact of lower price/mix and lower costs which decreased cost of sales by $7 million and $16 million, respectively.

20222021
(In millions)202220212020changechange
Selling, general and administrative expense$393$358$400$35$(42)
As a percent of sales16.4%17.0%19.8%

Selling, general and administrative expense for 2022 increased $35 million compared to 2021, while expenses as a percent of sales decreased 0.6 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to 2021 were:


Expense of $5 million and $10 million comprised of key items for severance, lease abandonment and other restructuring costs during 2022 and 2021, respectively;


$53 million and $45 million in net environmental-related expenses during 2022 and 2021, respectively (see Note N for more information);


$10 million related to a capital project impairment during 2021; and

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Increases associated with the following:

o
Higher incentive pay of $14 million;

o
Lower transition services income from INEOS of $10 million;

o
Higher deferred and stock compensation expense of $8 million;

o
Higher expense of $6 million related to the acquisition of the personal care business of Schülke;

o
Higher salary, benefits and travel and entertainment expenses of $2 million.

Selling, general and administrative expense for 2021 decreased $42 million compared to 2020, while expenses as a percent of sales decreased 2.8 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to 2020 were:


$45 million and $36 million in net environmental-related expenses during 2021 and 2020, respectively (see Note N for more information);


$10 million and $58 million of key items for severance, lease abandonment and other restructuring costs during 2021 and 2020, respectively;


$15 million and $20 million of stranded divestiture costs during 2021 and 2020, respectively;


$10 million related to a capital project impairment during 2021; and


Unfavorable currency exchange of $7 million and lower variable compensation expense.

20222021
(In millions)202220212020changechange
Research and development expense$55$50$56$5$(6)

Research and development expense increased $5 million in 2022 compared to 2021 primarily due to increased incentive accruals and the Schülke acquisition. In 2021, the $6 million decrease compared to 2020 was a result of achieved cost savings and other costs.

20222021
(In millions)202220212020changechange
Intangibles amortization expense$94$90$84$4$6

Amortization expense increased by $4 million in 2022 compared to 2021 primarily due to the amortization of intangible assets associated with the Schülke acquisition.

Amortization expense increased by $6 million in 2021 compared to 2020 primarily due to the amortization of intangible assets associated with the Schülke acquisition.

20222021
(In millions)202220212020changechange
Equity and other income$3$9$8$(6)$1

Equity and other income's decrease in 2022 compared to 2021 was primarily related to a gain on sale of corporate assets of roughly $4 million in 2021, while 2020 included a liquidation gain of $3 million.

20222021
(In millions)202220212020changechange
Goodwill impairment$$$530$$(530)

Ashland recorded an impairment charge of $530 million in 2020. See Note H Goodwill and Other Intangibles for additional information.

20222021
(In millions)202220212020changechange
Income on acquisitions and divestitures$42$11$2$31$9

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Income on acquisitions and divestitures during 2022 primarily relates to a $42 million gain on the sale of excess corporate real estate.

Income on acquisitions and divestitures during 2021 primarily relates to a $14 million gain related to the sale of a Specialty Additives facility. This was partially offset by a $3 million expense in transaction net costs associated with the personal care acquisition of Schülke, including a gain of $1 million associated with foreign currency derivatives entered into to mitigate the foreign exchange exposure of the purchase price.

Net income (loss) on divestitures during 2020 primarily related to the sale of corporate assets and post-closing adjustments for certain divestitures.

20222021
(In millions)202220212020changechange
Net interest and other expense
Interest expense$62$69$88$(7)$(19)
Interest income(4)(1)(1)(3)
Loss on the accounts receivable sale program111
Loss on early retirement of debt1659(16)(43)
Loss (income) from restricted investments86(33)(30)119(3)
Other financing costs4431
$149$56$119$93$(63)

Net interest and other expense increased by $93 million in 2022 compared to 2021. Interest expense decreased $7 million primarily due to lower debt levels during 2022 compared to 2021. Restricted investments loss of $86 million and income of $33 million included mark-to-market losses of $102 million compared to gains of $21 million for 2022 and 2021, respectively. See Note F for more information on the restricted investments.

Net interest and other expense decreased by $63 million in 2021 compared to 2020. Interest expense decreased by $19 million due to lower average debt levels, lower cost of debt related to the debt restructuring activity during 2020 and lower accelerated debt issuance costs and original issuance discount costs of $7 million in 2021 compared to 2020. Ashland incurred $16 million of debt refinancing costs during 2021 compared to $59 million during 2020. See Note I for more information on the refinancing activity. The investment securities income of $33 million in 2021 compared to $30 million in 2020 represents investment income related to restricted investments discussed in Note F of the Notes to the Consolidated Financial Statements.

20222021
(In millions)202220212020changechange
Other net periodic benefit income (loss)$22$(1)$3$23$(4)

Other net periodic benefit income during 2022 primarily included actuarial gains of $25 million and expected return on plan assets of $7 million, offset by interest cost of $10 million.

Other net periodic benefit expense during 2021 primarily included interest cost of $8 million and a $1 million loss on pension and other postretirement plan remeasurements, offset by expected return on plan assets of $8 million.

Other net periodic benefit income during 2020 primarily included interest cost of $9 million, offset by expected return on plan assets of $11 million and a $1 million gain on pension and other postretirement plan remeasurements.

20222021
(In millions)202220212020changechange
Income tax expense (benefit)$25$(38)$(22)$63$(16)
Effective tax rate12%28%(4)%

The 2022 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $15 million primarily related to uncertain tax positions and restructuring activities.

The 2021 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $59 million primarily related to the sale of a Specialty Additives facility and uncertain tax positions.

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The 2020 effective tax rate was impacted by nondeductible goodwill impairment of $527 million as well as $15 million favorable tax discrete items primarily from the tax benefit related to the Swiss Tax Reform enacted in the first 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 rates during 2022, 2021 and 2020 were significantly impacted by the following tax specific key items:


Uncertain tax position - Includes the impact from the settlement of uncertain tax positions with various tax authorities;


Valuation allowances - Includes the impact from the release of certain foreign tax credit valuation allowances during 2022; and


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

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

(In millions)202220212020
Income (loss) from continuing operations
before income taxes$206$135$(577)
Key items (pre-tax) (a)9656719
Adjusted income from continuing operations
before income taxes$302$191$142
Income tax expense (benefit)25(38)(22)
Income tax rate adjustments:
Tax effect of key items (b)211135
Tax specific key items: (c)
Uncertain tax positions853(3)
Valuation allowance4
Restructuring and separation activity(3)13
Other tax reform related activity(6)20
Total income tax rate adjustments307152
Adjusted income tax expense (benefit)$55$33$30
Effective tax rate, excluding key items (Non-GAAP) (d)18%17%21%

(a)
See Adjusted EBITDA reconciliation table disclosed below in this Management, Discussion and Analysis for a summary of the key items, before tax.

(b)
The tax rate specific to the jurisdiction in which the key item originates is used to calculate the tax effect of key items.

(c)
For additional information on the effect that these tax specific key items had on EPS, see the Adjusted Diluted EPS table disclosed below in this Management Discussion and Analysis.

(d)
Due to rounding conventions, the effective tax rate presented may not recalculate precisely based on the numbers disclosed within this table.

The following table provides a reconciliation of tax specific key items within the statutory federal income tax with the provision for income taxes summary disclosed in Note L of the Notes to Consolidated Financial Statements.

(In millions)202220212020
Tax effect of key items computed at applicable statutory rate (a)$21$11$35
Tax reform25
Uncertain tax positions853(4)
Deemed inclusions, foreign dividends and other restructuring(4)
Valuation allowance changes4(8)
Other items(3)15
$30$71$52
20222021
(In millions)202220212020changechange
Income (loss) from discontinued operations (net of taxes)
Performance Adhesives$41$64$64$(23)$
Composites and Marl Facility242(4)
Asbestos-related litigation(14)(9)(18)(5)9
Water Technologies4(3)7(3)
Distribution(7)(5)(8)(2)3
Valvoline(6)3(24)(9)27
Gain (loss) on disposal of discontinued operations
Performance Adhesives726726
Composites/Marl facility(4)294(33)
Water Technologies1(1)1
$746$47$47$699$

As a result of the divestiture of the Performance Adhesives segment and the divestiture of the Composites segment (including the Maleic business) and Marl facility, the related operating results have been reflected as discontinued operations (net of tax) within the Statements of Consolidated Comprehensive Income (Loss). See Note C for more information on these transactions. In

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2022, the sales and pre-tax income included in discontinued operations were $171 million and $33 million, respectively, for the Performance Adhesives segment. In 2021, the sales and pre-tax income included in discontinued operations were $372 million and $83 million, respectively, for the Performance Adhesives segment. In 2020, the sales and pre-tax income included in discontinued operations were $310 million and $74 million for the Performance Adhesives segment, respectively, and $51 million and $9 million for the Composites segment (including the Maleic business) and Marl Facility, respectively. In 2022, a $726 million gain on disposal was recorded associated with the February 28, 2022 closing of the Performance Adhesives business segment divestiture. In 2020, a $29 million gain on disposal was recorded in the fourth quarter associated with the September 30, 2020 closing of the sale of the Maleic business.

Asbestos-related activity during 2022, 2021 and 2020 included after-tax net adjustments to the asbestos reserves and receivables of $14 million of expense, $9 million of expense and $18 million of expense, respectively, including the adjustments for the annual update.

The Valvoline activity within 2022, 2021 and 2020 primarily represents subsequent adjustments that were made in conjunction with the post-closing disputes and Tax Matters Agreement.

The activity for Water Technologies and Distribution were primarily related to post-closing adjustments associated with environment remediation reserves.

Other comprehensive income (loss)

A comparative analysis of the components of other comprehensive income (loss) is provided below for the last three fiscal years ended September 30.

20222021
(In millions)202220212020changechange
Other comprehensive income (loss) (net of taxes)
Unrealized translation gain (loss)$(197)$7$27$(204)$(20)
Unrealized gain (loss) on commodity hedges(1)4(5)4
Pension and postretirement obligation adjustment11
$(197)$11$27$(208)$(16)

Total other comprehensive income (loss), net of tax, decreased $208 million in 2022 as compared to 2021 as a result of the following components.


In 2022, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in a loss of $197 million, compared to a gain of $7 million during 2021. The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.


In 2022, a $1 million unrealized loss on commodity hedges was recorded compared to a gain of $4 million during 2021. See Note F for more information.


In 2022, a $1 million pension and postretirement obligation adjustment was recorded.

Total other comprehensive income (loss), net of tax, decreased $16 million in 2021 as compared to 2020 as a result of the following components.


In 2021, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in a gain of $7 million, compared to a gain of $27 million during 2020. The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.


In 2021, a $4 million unrealized gain on commodity hedges was recorded. See Note F for more information.

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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 discontinued operations and key items (including remeasurement gains and losses related to pension and other postretirement plans).


Adjusted EBITDA margin – Adjusted EBITDA divided by sales.


Adjusted diluted earnings per share (EPS) – income (loss) from continuing operations, adjusted for key items, net of tax, divided by the average outstanding diluted shares for the applicable period.


Adjusted diluted earnings per share (EPS) excluding intangibles amortization expense – Adjusted earnings per share adjusted for intangibles amortization expense net of tax, divided by the average outstanding diluted shares for the applicable period.


Free cash flow – operating cash flows less capital expenditures.


Ongoing free cash flow – operating cash flows less capital expenditures and certain other adjustments as applicable.


Ongoing free cash flow conversion – ongoing free cash flow divided by adjusted EBITDA.

Management believes the use of EBITDA and Adjusted EBITDA measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income and operating income. The adjustments Ashland makes to derive the non-GAAP measures of EBITDA and Adjusted EBITDA exclude items which may cause short-term fluctuations in net income and operating income and which Ashland does not consider to be the fundamental attributes or primary drivers of its business. EBITDA and Adjusted EBITDA provide disclosure on the same basis as that used by Ashland’s management to evaluate financial performance on a consolidated and reportable segment basis and provide consistency in our financial reporting, facilitate internal and external comparisons of Ashland’s historical operating performance and its segments 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 metrics enable Ashland to provide a better indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Unlike cash flow provided by operating activities, free cash flow and ongoing free cash flow includes the impact of capital expenditures from continuing operations and other significant items impacting cash flow, providing a more complete picture of current and future cash generation. Free cash flow has certain limitations, including that it does not reflect adjustment for certain non-discretionary cash flows such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods.

M-12

Although Ashland may provide forward-looking guidance for Adjusted EBITDA, Adjusted diluted EPS and ongoing free cash flow, Ashland is not reaffirming or providing forward-looking guidance for U.S. GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items that affect these metrics such as domestic and international economic, political, legislative, regulatory and legal actions. In addition, certain economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, government fiscal policies and changes in the prices of certain key raw materials, can have a significant effect on operations and are difficult to predict with certainty.

These non-GAAP measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by U.S. GAAP. Limitations associated with the use of these non-GAAP measures include that these measures do not present all of the amounts associated with our results as determined in accordance with U.S. GAAP. The non-GAAP measures provided are used by Ashland management and may not be determined in a manner consistent with the methodologies used by other companies. EBITDA and Adjusted EBITDA provide a supplemental presentation of Ashland’s operating performance on a consolidated and reportable segment basis. Adjusted EBITDA generally includes adjustments for items that impact comparability between periods. In addition, certain financial covenants related to Ashland’s 2022 Credit Agreement are based on similar non-GAAP measures and are defined further in the sections that reference this metric.

In accordance with U.S. GAAP, Ashland recognizes actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. Actuarial gains and losses occur when actual experience differs from the estimates used to allocate the change in value of pension and other postretirement benefit plans to expense throughout the year or when assumptions change, as they may each year. Significant factors that can contribute to the recognition of actuarial gains and losses include changes in discount rates used to remeasure pension and other postretirement obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets and other changes in actuarial assumptions, for example, the life expectancy of plan participants. Management believes Adjusted EBITDA, which includes the expected return on pension plan assets yet excludes both the actual return on pension plan assets and the impact of actuarial gains and losses, provides investors with a meaningful supplemental presentation of Ashland’s operating performance (see the Adjusted EBITDA reconciliation table for additional details on exact amounts included within this non-GAAP measure related to pension and other postretirement plans). Management believes these actuarial gains and losses are primarily financing activities that are more reflective of changes in current conditions in global financial markets (and in particular interest rates) that are not directly related to the underlying business. For further information on the actuarial assumptions and plan assets referenced above, see Note M of the Notes to Consolidated Financial Statements.

M-13

EBITDA and Adjusted EBITDA

EBITDA totaled income of $1,342 million, income of $482 million and a loss of $176 million for 2022, 2021 and 2020, respectively. EBITDA and Adjusted EBITDA results in the following table 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.

(In millions)202220212020
Net income (loss)$927$220$(508)
Income tax expense (benefit)25(38)(22)
Net interest and other financing expense14956119
Depreciation and amortization241244235
EBITDA1,342482(176)
Income from discontinued operations (net of taxes)(746)(47)(47)
Key items included in EBITDA:
Goodwill impairment530
Restructuring, separation and other costs51058
Environmental reserve adjustments534334
Inventory adjustments451
Asset impairments13
Income on acquisitions and divestitures (a)(42)(11)
Loss (gain) on pension and other postretirement plan remeasurements(22)1(1)
Total key items included in EBITDA(6)60672
Adjusted EBITDA (b)$590$495$449
Total key items included in EBITDA$(6)$60$672
Accelerated amortization of debt issuance costs18
Debt refinancing costs (c)1659
Unrealized (gain) loss on securities102(21)(20)
Total key items, before tax$96$56$719

(a)
Excludes income of $2 million during 2020, related to ongoing adjustments of previous divestiture transactions.

(b)
Includes $8 million, $6 million and $4 million during 2022, 2021 and 2020, respectively, of net periodic pension and other postretirement expense recognized ratably through the fiscal year. These expenses are comprised of service cost, interest cost, expected return on plan assets, and amortization of prior service credit and are disclosed in further detail in Note M of the Notes to Consolidated Financial Statements.

(c)
Debt refinancing costs during 2021 included a $16 million loss on early retirement of debt and a $1 million charge for accelerated debt issuance costs. Debt refinancing costs during 2020 included $59 million loss on early retirement of debt. All debt refinancing costs were recorded within the net interest and other financing expense caption on the Statements of Consolidated Comprehensive Income (Loss). See Note I of the Notes to Consolidated Financial Statements for more information.

M-14

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 and Adjusted Diluted EPS from continuing operations excluding intangibles amortization expense in the following table have been prepared to illustrate these ongoing effects on 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.

202220212020
Diluted EPS from continuing operations (as reported)$3.20$2.82$(9.16)
Key items, before tax:
Goodwill impairment8.75
Restructuring, separation and other costs (including accelerated depreciation)0.090.160.95
Environmental reserve adjustments0.950.700.58
Inventory adjustments0.070.83
Asset impairments0.21
Income on acquisitions and divestitures(0.75)(0.18)
Loss (gain) on pension and other postretirement plan remeasurements(0.40)0.02(0.01)
Unrealized gain on securities1.82(0.34)(0.33)
Accelerated amortization of debt issuance costs0.020.13
Debt refinancing costs0.260.97
Key items, before tax1.710.9211.87
Tax effect of key items (a)(0.38)(0.18)(0.58)
Key items, after tax1.330.7411.29
Tax specific key items:
Uncertain tax positions(0.15)(0.87)0.05
Restructuring and separation activity0.06(0.21)
Valuation allowance(0.07)
Other tax reform related activity0.10(0.33)
Tax specific key items (b)(0.16)(0.98)(0.28)
Total key items1.17(0.24)11.01
Adjusted diluted EPS from continuing operations (non-GAAP)$4.37$2.58$1.85
Amortization expense adjustment (net of tax) (c)1.331.171.08
Adjusted diluted EPS from continuing operations (non-GAAP) excluding intangibles amortization expense$5.70$3.75$2.93

(a)
Represents the diluted EPS impact from the tax effect of the key items that are previously 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 tax specific key items. For additional explanation of these tax specific key items, see the income tax expense (benefit) discussion within the following caption review section.

(c)
Amortization expense adjustment (net of tax) tax rates were 20.0%, 20.0% and 21.0% for the years ended 2022, 2021 and 2020, respectively.

M-15

RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW

Ashland's reportable segments include Life Sciences, Personal Care, Specialty Additives, and Intermediates. Unallocated and Other includes corporate governance activities and certain legacy matters. The historical segment information has been recast to conform to the current segment structure.

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 (loss) 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 prior years for indirect corporate costs previously allocated to Performance Adhesives. These costs are now reflected in Unallocated and Other for all periods presented.

M-16

The following table shows sales, operating income, depreciation and amortization and EBITDA by reportable segment for each of the last three years ended September 30.

(In millions)202220212020
Sales
Life Sciences$815$737$708
Personal Care678592615
Specialty Additives719655589
Intermediates256178129
Intersegment sales (a)(77)(51)(25)
$2,391$2,111$2,016
Operating income (loss)
Life Sciences$155$130$123
Personal Care (b)10273(296)
Specialty Additives (b)10361(132)
Intermediates8735(10)
Unallocated and Other (b)(114)(107)(146)
$333$192$(461)
Depreciation expense
Life Sciences$35$36$33
Personal Care373941
Specialty Additives636662
Intermediates121213
Unallocated and Other12
$147$154$151
Amortization expense
Life Sciences$28$28$27
Personal Care474236
Specialty Additives181919
Intermediates111
Unallocated and Other1
$94$90$84
EBITDA (c)
Life Sciences$218$194$183
Personal Care186154(219)
Specialty Additives184146(51)
Intermediates100484
Unallocated and Other(114)(106)(143)
$574$436$(226)

(a)
Intersegment sales from Intermediates are accounted for at prices that approximate fair value. All other intersegment sales are accounted for at cost.

(b)
Includes income on acquisitions and divestitures, net for fiscal 2022, 2021 and 2020 within Unallocated and Other. Includes a fixed asset impairment of $3 million related to Personal Care and a capital project impairment of $10 million related to Specialty Additives for the year ended September 30, 2021.

(c)
Excludes income from discontinued operations and other net periodic benefit income (loss). See the Statement of Consolidated Comprehensive Income (Loss) for applicable amounts excluded.

M-17

Life Sciences

Life Sciences is comprised of pharmaceuticals, nutrition, nutraceuticals, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals. Pharmaceutical solutions include controlled release polymers, disintegrants, tablet coating, thickeners, solubilizers, and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and binding structured foods. Nutraceutical solutions include products for weight management, joint comfort, stomach and intestinal health, sports nutrition and general wellness. The nutraceutical business also provide custom formulation, toll processing and particle engineering solutions. Customers include pharmaceutical, food, beverage, nutraceuticals and supplements manufacturers, hospitals and radiologists and industrial manufacturers.

2022 compared to 2021

Life Sciences' sales for the current year increased $78 million to $815 million compared to 2021. Favorable pricing/mix and higher volume increased sales by $75 million and $28 million, respectively, while unfavorable foreign currency exchange decreased sales by $25 million.

Operating income increased $25 million to $155 million compared to 2021. Favorable price/mix and higher volume increased operating income by $54 million and $10 million, respectively, partially offset by unfavorable foreign currency exchange and higher costs which decreased operating income by $16 million and $23 million, respectively.

EBITDA for the current year increased $24 million to $218 million compared to 2021. Adjusted EBITDA increased $23 million to $218 million. Adjusted EBITDA margin increased 0.2 percentage points in the current period to 26.7%.

2021 compared to 2020

Life Sciences' sales for 2021 increased $29 million to $737 million compared to 2020. Favorable currency exchange, favorable volume and favorable pricing increased sales by $14 million, $11 million and $4 million, respectively.

Operating income increased $7 million to $130 million compared to 2020. Favorable foreign currency exchange and higher volume increased operating income $12 million and $3 million, respectively, offset by unfavorable pricing and higher production costs, and environmental reserve adjustments of $14 million, $4 million, and $1 million, respectively. Additionally, there were $11 million of inventory control costs in 2020 compared to zero in 2021.

EBITDA for 2021 increased $11 million to $194 million compared to 2020. Adjusted EBITDA was flat year over year, while adjusted EBITDA margin decreased 1.0 percentage points in the current period to 26.5%.

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 as applicable), and Adjusted EBITDA margin (Adjusted EBITDA divided by sales). Ashland does not allocate items to each reportable segment below operating income, such as interest expense and income taxes. As a result, reportable segment EBITDA and Adjusted EBITDA are reconciled directly to operating income since it is the most directly comparable Statements of Consolidated Comprehensive Income (Loss) caption.

The following EBITDA presentation for the years ended September 30, 2022, 2021 and 2020, is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Life Sciences.

The key items during year ended September 30, 2021 related to environmental reserve adjustments of $1 million.

M-18

The key items during year ended September 30, 2020 related to inventory control measures of $11 million and restructuring costs of $1 million.

Life Sciences
(In millions)202220212020
Operating income$155$130$123
Depreciation and amortization636460
EBITDA218194183
Restructuring and other costs1
Environmental reserve adjustments1
Inventory control measures11
Adjusted EBITDA$218$195$195

Personal Care

Personal Care is comprised of biofunctionals, microbial protectants (preservatives), skin care, sun care, oral care, hair care and household solutions. These businesses have a broad range of natural, nature-derived, biodegradable, and high-performance 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.

On April 30, 2021, Ashland completed the $312 million acquisition of the personal care business from Schülke. The completion of the acquisition is expected to strengthen the profitable growth of the personal care segment, enhance the specialty ingredients solutions and expand the biotechnology and microbiology technical competencies.

2022 compared to 2021

Personal Care's sales for the current year increased $86 million to $678 million compared to 2021. Favorable product pricing/mix and volume, including the impact of the Schülke acquisition, increased sales by $40 million and $68 million, respectively. Unfavorable currency exchange decreased sales by $22 million.

Operating income/loss for the current year increased $29 million to income of $102 million compared to 2021. Favorable price/mix, lower costs and higher volume, including the impact of the Schülke acquisition increased operating income by $16 million, $13 million and $6 million, respectively. Unfavorable currency exchange decreased operating income by $6 million.

EBITDA for the current year increased $32 million to $186 million compared to 2021. Adjusted EBITDA increased $25 million to $186 million. Adjusted EBITDA margin increased 0.2 percentage points in the current period to 27.4%.

2021 compared to 2020

Personal Care's sales for 2021 decreased $23 million to $592 million compared to 2020. Unfavorable volume and product pricing decreased sales by $64 million and $3 million, respectively. These decreases were partially offset by the Schülke acquisition and foreign currency, which increased sales by $32 million and $12 million, respectively.

Operating income/loss for 2021 increased $369 million to income of $73 million compared to 2020. Favorable foreign currency exchange, lower costs, a prior year goodwill impairment and prior year inventory control costs increased operating income by $6 million, $37 million, $356 million and $13 million, respectively. These increases were partially offset by an inventory adjustment related to the Schülke acquisition, lower volume, unfavorable price/mix, a plant restructuring related impairment charge, and storm related unplanned plant shutdown costs which decreased operating income by $4 million, $23 million, $2 million, $3 million, and $11 million, respectively.

EBITDA for 2021 increased $373 million to income of $154 million compared to 2020. Adjusted EBITDA increased $11 million to $161 million. Adjusted EBITDA margin increased 2.8 percentage points in the current period to 27.2%.

M-19

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2022, 2021 and 2020, is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Personal Care.

The key items during year ended September 30, 2021 related to inventory adjustments of $4 million and an asset impairment of $3 million.

The key items during year ended September 30, 2020 related to a goodwill impairment of $356 million and $13 million in inventory control measures.

Personal Care
(In millions)202220212020
Operating income (loss)$102$73$(296)
Depreciation and amortization848177
EBITDA186154(219)
Inventory adjustment4
Asset impairment3
Goodwill impairment356
Inventory control measures13
Adjusted EBITDA$186$161$150

Specialty Additives

Specialty Additives is comprised of rheology- and performance-enhancing additives serving the architectural 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.

2022 compared to 2021

Specialty Additives sales for the current year increased $64 million to $719 million compared to 2021. Favorable product pricing/mix increased sales by $99 million. Unfavorable volume and currency exchange decreased sales by $10 million and $25 million, respectively.

Operating income/loss for the current year increased $42 million to $103 million compared to 2021. Favorable pricing/mix and a capital project impairment in the prior year period increased operating income by $54 million and $10 million, respectively. Higher costs, lower volume and unfavorable foreign currency decreased operating income by $18 million, $2 million and $2 million, respectively.

EBITDA for the current year increased $38 million to $184 million compared to 2021, Adjusted EBITDA increased $27 million to $185 million and Adjusted EBITDA margin increased 1.6 percentage points in 2022 to 25.7%.

2021 compared to 2020

Specialty Additives sales for 2021 increased $66 million to $655 million compared to 2020. Higher volume, favorable currency exchange, and product pricing increased sales by $44 million, $19 million, and $3 million, respectively.

M-20

Operating income/loss for 2021 increased $193 million to $61 million compared to 2020. Higher volume, favorable price/mix, foreign currency exchange, a prior year goodwill impairment charge and prior year inventory control costs increased operating income by $12 million, $14 million, $2 million, $174 million and $18 million, respectively. Those improvements were partially offset by higher production costs and a capital project impairment of $17 million and $10 million, respectively.

EBITDA for 2021 increased $197 to $146 million compared to 2020, Adjusted EBITDA increased $15 million to $158 million and Adjusted EBITDA margin decreased 0.2 percentage points in 2021 to 24.1%.

EBITDA and adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2022, 2021 and 2020 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 Specialty Additives.

The key items during 2022 included $1 million related to environmental reserve adjustments within Specialty Additives.

The key items during 2021 included $10 million and $2 million related to a capital project impairment and environmental reserve adjustments within Specialty Additives, respectively.

The key items during 2020 included $174 million related to Goodwill impairment, $18 million for inventory control measures and $2 million of environmental reserve adjustments.

Specialty Additives
(In millions)202220212020
Operating income (loss)$103$61$(132)
Depreciation and amortization (a)818581
EBITDA184146(51)
Goodwill impairment174
Asset impairment10
Inventory control measures18
Environmental reserve adjustments122
Adjusted EBITDA$185$158$143

Intermediates

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

2022 compared to 2021

Intermediates’ sales for 2022 increased $78 million to $256 million compared to 2021. Improved product pricing/mix increased sales by $100 million, partially offset by unfavorable volumes and unfavorable foreign currency exchange which decreases sales by $17 million and $5 million, respectively.

Operating income/loss for 2022 increased $52 million to income of $87 million compared to 2021. Price/mix increased operating income by $75 million, and was partially offset by higher costs, lower volume and unfavorable foreign currency which decreased operating income by $13 million, $6 million and $4 million, respectively.

EBITDA and Adjusted EBITDA for 2022 increased $52 million to $100 million compared to 2021. Adjusted EBITDA margin increased 12.1 percentage points in 2022 to 39.1%.

2021 compared to 2020

Intermediates’ sales for 2021 increased $49 million to $178 million compared to 2020 primarily due to higher product pricing, higher volume, and favorable foreign exchange increasing sales $31 million, $17 million, and $1 million, respectively.

M-21

Operating income/loss for 2021 increased $45 million to income of $35 million compared to 2020. Pricing/mix, lower production costs, prior year inventory adjustments, and favorable foreign exchange increased operating income by $28 million, $9 million, $9 million, and $1 million, respectively. This increase was partially offset by unfavorable volume which decreased operating income by $2 million.

EBITDA for 2021 increased $44 million to $48 million compared to 2020, while Adjusted EBITDA increased $35 million to $48 million. Adjusted EBITDA margin increased 16.9 percentage points in 2021 to 27.0%.

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2022, 2021 and 2020 is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Intermediates.

Key items for 2020 included inventory control measures of $9 million.

Intermediates
(In millions)202220212020
Operating income (loss)$87$35$(10)
Depreciation and amortization131314
EBITDA100484
Inventory control measures9
Adjusted EBITDA$100$48$13

Unallocated and other

The following table summarizes the key components of the Unallocated and other segment’s operating income (loss) for each of the last three years ended September 30.

Unallocated and Other
(In millions)202220212020
Restructuring activities$(14)$(25)$(78)
Environmental expenses(51)(40)(33)
Legal settlement/reserve(2)
Income on acquisitions and divestitures, net42112
Other expenses (primarily governance and legacy expenses)(91)(53)(35)
Total expense$(114)$(107)$(146)

Unallocated and other recorded expense of $114 million, $107 million and $146 million for 2022, 2021 and 2020 respectively. The charges for restructuring activities of $14 million, $25 million and $78 million during 2022, 2021 and 2020, respectively, were primarily comprised of the following items:


$5 million, $10 million and $58 million of severance, lease abandonment and other restructuring costs related to company-wide cost reduction programs during 2022, 2021 and 2020, respectively, and;


$9 million, $15 million and $20 million of stranded divestiture costs during 2022, 2021 and 2020, respectively.

The remaining items included: $51 million, $40 million and $33 million for environmental expenses in 2022, 2021 and 2020, respectively, and $2 million for legal settlement reserves in 2020, and income of $42 million, $11 million and $2 million from acquisitions and divestitures in 2022, 2021 and 2020, respectively. See income on acquisitions and divestitures caption review above for additional details.

Other expenses between periods were driven by increases in governance and legacy expenses associated with foreign currency, deferred compensation, stock compensation and incentive compensation.

M-22

FINANCIAL POSITION

Liquidity

Ashland had $646 million in cash and cash equivalents as of September 30, 2022, of which $230 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. However, due to the Tax Act enacted in 2018, Ashland may reassess this position as it pertains to future earnings.

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 global markets. During July 2022, Ashland enacted an amendment to the 2020 credit agreement. The amended credit agreement (the 2022 Credit Agreement) provides for a $600 million five-year revolving credit facility (the 2022 Revolving Credit Facility). Proceeds of borrowings under the 2022 Revolving Credit Facility are intended to provide ongoing working capital and for other general corporate purposes. During 2022, Ashland prepaid its Term loan A principal balance of $250 million and repaid the existing balance on its European short-term loan facility for $23 million. As of September 30, 2022, Ashland has total remaining borrowing capacity of $680 million available under the Revolving Credit Facility and foreign Accounts Receivable Securitization Facility. Ashland had zero available liquidity under the U.S. Accounts Receivable Sales Program as of September 30, 2022. Ashland has no maturities related to revolving credit facilities or bonds until fiscal 2027. See Note I for more information.

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.

Ashland’s cash flows from operating, investing and financing activities, as reflected in the Statements of Consolidated Cash Flows, are summarized as follows.

(In millions)202220212020
Cash provided (used) by:
Operating activities from continuing operations$193$466$227
Investing activities from continuing operations(102)(367)(85)
Financing activities from continuing operations(896)(426)9
Discontinued operations1,2528069
Effect of currency exchange rate changes on cash and cash equivalents(11)32
Net increase (decrease) in cash and cash equivalents$436$(244)$222

Ashland paid income taxes of $406 million, of which $339 million related to discontinued operations, during 2022 compared to $1 million in 2021 and $91 million in 2020. Cash receipts for interest income were $4 million in 2022, and $1 million in 2021 and 2020, respectively, while cash payments for interest expense amounted to $56 million in 2022, $62 million in 2021 and $77 million in 2020.

M-23

Operating activities

The following discloses the cash flows associated with Ashland’s operating activities for 2022, 2021 and 2020, respectively.

(In millions)202220212020
Cash flows provided (used) by operating activities from continuing operations
Net income (loss)$927$220$(508)
Income from discontinued operations (net of tax)(746)(47)(47)
Adjustments to reconcile income from continuing operations to cash flows from operating activities
Depreciation and amortization241244235
Original issue discount and debt issuance cost amortization7715
Deferred income taxes(35)(26)(42)
Distributions from equity affiliates11
Gain from sales of property and equipment(4)
Stock based compensation expense - Note P181514
Excess tax benefits on stock based compensation121
Loss on early retirement of debt1659
Loss (income) from restricted investments86(33)(30)
Income on acquisitions and divestitures - Notes B and C(42)(15)(3)
Impairments13530
Pension contributions(5)(8)(6)
Loss (gain) on pension and other postretirement plan remeasurements(22)1(1)
Change in operating assets and liabilities (a)(237)809
Total cash flows provided by operating activities from continuing operations$193$466$227

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

Cash flows provided by operating activities from continuing operations, a major source of Ashland’s liquidity, amounted to $193 million in 2022, $466 million in 2021 and $227 million in 2020.

Operating Activities - Operating Assets and Liabilities

The cash results during each year were primarily driven by net income, excluding discontinued operation results, adjusted for certain non-cash items including depreciation and amortization (including debt issuance cost amortization), income on acquisitions and divestitures as well as changes in working capital, which are fluctuations within accounts receivable, inventory, trade payables and accrued expenses.

The following details certain changes in key operating assets and liabilities for 2022, 2021 and 2020, respectively.

(In millions)202220212020
Cash flows from assets and liabilities (a)
Accounts receivable$(23)$72$2
Inventories(141)4164
Trade and other payables343(46)
Other assets and liabilities(107)(36)(11)
Change in operating assets and liabilities$(237)$80$9

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

M-24

Changes in net working capital accounted for outflows of $130 million in 2022, and inflows of $116 million in 2021 and $20 million in 2020, and were driven by the following:


Accounts receivable – Changes in accounts receivable resulted in outflows of $23 million, and inflows of $72 million, and $2 million in 2022, 2021 and 2020, respectively, and were primarily related to $17 million and $92 million of inflows from the U.S. Accounts Receivable Sales Program in 2022 and 2021, respectively, and to sales volumes in each period.


Inventory – Changes in inventory resulted in cash outflows of $141 million in 2022 and inflows of $41 million in 2021 and $64 million in 2020 and were primarily driven by inventory management activities, including significant plant shut-downs in the fourth quarter of 2020. Additionally, 2022 was impacted by cost inflation and management efforts to rebuild inventory levels globally in response to global supply-chain challenges.


Trade and other payables – Changes in trade and other payables resulted in cash inflows of $34 million in 2022, cash inflows of $3 million in 2021 and cash outflows of $46 million in 2020, respectively, and primarily related to the timing of certain payments.

The remaining cash outflows of $107 million, $36 million and $11 million in 2022, 2021 and 2020, respectively, 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 such as payments associated with environmental remediation.

Operating Activities - Other

Operating cash flows for 2022 included income from continuing operations of $181 million and significant non-cash adjustments of $241 million for depreciation and amortization, $18 million for stock-based compensation expense, $86 million of losses from restricted investments, $22 million gain on pension and other postretirement plan remeasurements, $35 million for deferred taxes, and $42 million of income on acquisitions and divestitures.

Operating cash flows for 2021 included income from continuing operations of $173 million and significant non-cash adjustments of $244 million for depreciation and amortization, $15 million for stock-based compensation expense, $16 million for losses on early retirement of debt, $33 million of income from restricted investments, $26 million for deferred taxes, $15 million of income on acquisitions and divestitures and $13 million for impairment charges.

Operating cash flows for 2020 included loss from continuing operations of $555 million and significant non-cash adjustments of $530 million for a goodwill impairment charge, $235 million for depreciation and amortization, $59 million loss on early retirement of debt, $15 million original issue discounts and debt issuance cost amortization, $42 million for deferred income taxes, $14 million related for stock-based compensation expense and $30 million income from restricted investments.

Investing activities

The following discloses the cash flows associated with Ashland’s investing activities for 2022, 2021 and 2020.

(In millions)202220212020
Cash flows provided (used) by investing activities from continuing operations
Additions to property, plant and equipment$(113)$(105)$(133)
Proceeds from disposal of property, plant and equipment5155
Purchase of operations - net of cash acquired(309)
Proceeds from sale or restructuring of operations149
Proceeds from settlement of Company-owned life insurance contracts3918
Company-owned life insurance payments(4)(6)(6)
Net purchases of funds restricted for specific transactions(74)(91)(3)
Reimbursement from restricted investments353335
Proceeds from sale of securities8714921
Purchase of securities(87)(149)(21)
Proceeds from the settlement of derivative instruments1
Total cash flows used by investing activities from continuing operations$(102)$(367)$(85)

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Cash used by investing activities was $102 million in 2022 compared to $367 million and $85 million in 2021 and 2020, respectively. The significant cash investing activities for the current year primarily related to cash outflows of $113 million for capital expenditures and $74 million restricted for investment trust purposes for environmental. Additionally, there were inflows of $51 million from the disposal of excess corporate property and reimbursements of $35 million from the restricted renewable annual investment trusts.

The 2021 year included cash outflows of $105 million for capital expenditures and $309 million related to the purchase of the Schülke personal care business. Additionally, there were reimbursements of $33 million from the restricted renewable annual investment trusts and $14 million of proceeds from the sale of a manufacturing facility as well as post-closing adjustments. During the fourth quarter of fiscal 2021, Ashland liquidated $90 million in company owned life insurance contracts to initiate the environmental trust as part of restricted investments.

The 2020 year included cash outflows of $133 million for capital expenditures. Additionally, there were reimbursements of $35 million from the restricted renewable annual investment trusts and $9 million of proceeds from the sale of a manufacturing facility.

Financing activities

The following discloses the cash flows associated with Ashland’s financing activities for 2022, 2021 and 2020, respectively.

(In millions)202220212020
Cash flows provided (used) by financing activities from continuing operations
Proceeds from issuance of long-term debt$$450$804
Repayment of long-term debt(250)(411)(767)
Premium on long-term debt repayment(16)(59)
Proceeds from (repayment of) short-term debt(365)84115
Repurchase of common stock(200)(450)
Debt issuance costs(2)(6)(11)
Cash dividends paid(70)(70)(66)
Stock based compensation employee withholding taxes paid in cash(9)(7)(7)
Total cash flows provided (used) by financing activities from continuing operations$(896)$(426)$9

Cash used by financing activities was $896 million for 2022, $426 million for 2021, and $9 million inflow for 2020. Significant cash financing activities for 2022 included outflows of $250 million for the full prepayment of the term loan A and short-term debt repayment of $365 million. See note I for additional information. 2022 also included cash dividends paid of $1.27 per share, for a total of $70 million and common stock repurchases of $200 million.

Significant cash financing activities for 2021 included $411 million for the full repayment of the 4.750% notes due 2022, $16 million of premiums paid on the retirement of the aforementioned notes, $450 million of proceeds from the issuance of new 3.375% senior notes due 2031, payments of $6 million of new debt issuance costs, and short-term debt of $84 million. See note I for additional information. 2021 also included cash dividends paid of $1.15 per share, for a total of $70 million and common stock repurchases of $450 million.

Significant cash financing activities for 2020 included proceeds from issuance of long-term debt, repayment of long-term debt, premiums paid on retirement of long-term debt, and debt issuance costs paid of $804 million, $767 million, $59 million and $11 million, respectively, all related to debt refinancing activity. See note I for additional information. 2020 also included short-term cash inflows of $115 million, primarily related to draws on the 2020 Revolving Credit Facility and cash dividends paid of $1.10 per share, for a total of $66 million.

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Cash provided (used) by discontinued operations

The following discloses the cash flows associated with Ashland’s discontinued operations for 2022, 2021 and 2020, respectively.

(In millions)202220212020
Cash provided (used) by discontinued operations
Operating cash flows$(406)$94$(24)
Investing cash flows1,658(14)93
Total cash provided (used) by discontinued operations$1,252$80$69

Cash flows for discontinued operations in 2022, 2021 and 2020 primarily related to net cash inflows of $1.3 billion (which includes net proceeds from the completed sale of the Performance Adhesives business segment of $1.7 billion in 2022) related to the divestiture of the Performance Adhesives business segment including $339 million in cash tax payments associated with the transaction in 2022; Inflows of $88 million related to the Performance Adhesives segment and a $30 million cash inflow for a tax refund associated with the Composites divestiture in 2021; $80 million inflows related to the Performance Adhesives segment, $98 million inflows related to the sale of the Maleic business and $59 million cash outflows for tax payments associated with the sale of the Composites business and Marl facility in 2020. The remaining cash flows for discontinued operations for these years related to other previously divested businesses, including net payments of asbestos and environmental liabilities related to those divested businesses.

Free cash flow and other liquidity resources

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

September 30
(In millions)202220212020
Cash flows provided by operating activities from continuing operations$193$466$227
Less:
Additions to property, plant and equipment(113)(105)(133)
Free cash flow8036194
Cash (inflows) outflows from U.S. Accounts Receivable Sales Program (a)(17)(92)
Restructuring-related payments (b)104430
Environmental and related litigation payments (c)543829
Ongoing free cash flow$127$351$153
Adjusted EBITDA (d)590495449
Ongoing free cash flow conversion (e)22%71%34%

(a) Represents activity associated with the U.S. Accounts Receivable Sales Program impacting each period presented.

(b) Restructuring payments incurred during each period.

(c) Represents cash outflows associated with environmental and related litigation payments which will be reimbursed by the environmental trust.

(d) See adjusted EBITDA reconciliation.

(e) Ongoing free cash flow divided by Adjusted EBITDA.

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Working capital (current assets minus current liabilities, excluding long-term debt due within one year) amounted to $1,215 million and $792 million as of September 30, 2022 and September 30, 2021, respectively. The increase in working capital was the primary reason of the $224 million decline in ongoing free cash flow between periods primarily as a result of increased inventories to navigate supply-chain issues as well as cost inflation and increased accounts receivable as a result of higher sales volumes. Higher cash tax payments of $39 million also negatively impacted ongoing free cash flow between periods. Liquid assets (cash, cash equivalents and accounts receivable) amounted to 190% and 65% of current liabilities (excluding current liabilities held for sale) as of September 30, 2022 and September 30, 2021, respectively.

The following summary reflects Ashland’s cash, investment securities and unused borrowing capacity as of September 30, 2022, 2021 and 2020.

September 30
(In millions)202220212020
Cash and investment securities
Cash and cash equivalents$646$210$454
Restricted investments (a)374421331
Unused borrowing capacity
Revolving credit facility$581$356$500
2018 accounts receivable securitization (foreign)99
Accounts receivable sales program (U.S.)12

(a) Includes $245 million, $333 million and $331 million related to the Asbestos trust and $129 million, $88 million and zero related to the Environmental trust as of September 30, 2022, 2021 and 2020 respectively.

The borrowing capacity remaining under the $600 million revolving credit facility was $581 million due to an outstanding balance of zero, as well as a reduction of $19 million for letters of credit outstanding at September 30, 2022. In total, Ashland’s available liquidity position, which includes cash, the revolving credit facilities and accounts receivable securitization facilities, was $1,326 million at September 30, 2022 as compared to $566 million at September 30, 2021 and $954 million at September 30, 2020. Ashland had zero liquidity available under the U.S. Accounts Receivable Sales Program as of September 30, 2022 compared to $12 million as of September 30, 2021. Ashland also maintained $374 million of restricted investments to pay for future asbestos claims and environmental remediation and litigation. For further information, see Note I within the Notes to Consolidated Financial Statements.

Capital resources

Debt

The following summary reflects Ashland’s debt as of September 30, 2022 and 2021.

September 30
(In millions)20222021
Short-term debt (includes current portion of long-term debt)$$374
Long-term debt (less current portion and debt issuance cost discounts) (a)1,2701,596
Total debt$1,270$1,970

(a) Includes $14 million and $17 million of debt issuance cost discounts as of September 30, 2022 and 2021, respectively.

During July 2022, Ashland enacted an amendment to the 2020 credit agreement which provides for a $600 million five-year revolving credit facility. Proceeds of borrowings under the 2022 Revolving Credit Facility are intended to provide ongoing working capital and for other general corporate purposes. During fiscal 2021, Ashland completed the issuance of 3.375% senior unsecured notes due 2031 with an aggregate principal amount of $450 million. Ashland used the net proceeds of the offering to redeem its obligations under the existing 4.750% senior notes due 2022 for a total of $411 million.

Debt as a percent of capital employed was 28% at September 30, 2022 and 42% at September 30, 2021. At September 30, 2022, Ashland’s total debt had an outstanding principal balance of $1,321 million, discounts of $37 million and debt issuance costs of $14 million. Ashland had no long-term debt (excluding debt issuance costs) maturing within the next 4 years and $4 million due in fiscal 2027.

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Credit Agreements and Refinancing

Note Issuances

During August 2021, Ashland, through one of its subsidiaries, completed the issuance of 3.375% senior unsecured notes due 2031 with an aggregate principal amount of $450 million (the 2031 Notes). The notes are guaranteed on an unsecured basis by Ashland. Ashland used the net proceeds of the offering (after deducting initial purchasers' discounts and other fees and expenses) to redeem its obligations under the existing 4.750% senior notes due 2022 described below in debt repayments, and to pay fees and expenses associated therewith.

Ashland incurred $6 million of new debt issuance costs in connection with the 2031 Notes, which is amortized using the effective interest method over the 2031 Notes' term and was included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

During January 2020, a subsidiary of Ashland, Ashland Services B.V., completed the issuance of 2.00% senior unsecured notes due 2028 with an aggregate principal amount of €500 million (the 2028 Notes). The notes are senior unsecured obligations of Ashland Services B.V and are guaranteed on an unsecured basis by Ashland.

Ashland incurred $8 million of new debt issuance costs in connection with the 2028 Notes, which is amortized using the effective interest method over the 2028 Notes’ term.

2020 Credit Agreement

During January 2020, Ashland, through two of its subsidiaries, entered into a new senior unsecured credit agreement (the 2020 Credit Agreement) with a group of lenders, replacing the 2017 Credit Agreement. The 2020 Credit Agreement provided for (i) a $600 million unsecured five-year revolving credit facility (the 2020 Revolving Credit Facility) and (ii) a $250 million unsecured five-year term loan facility (the 2020 Term Loan Facility). Proceeds of borrowings under the 2020 Revolving Credit Facility were used to refinance the Ashland’s existing 2017 Credit Agreement, to provide ongoing working capital and for other general corporate purposes.

Ashland incurred $4 million of new debt issuance costs in connection with the 2020 Credit Agreement, of which $1 million was expensed immediately during 2020 within the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss). The remaining balance is amortized using the straight-line method.

During July 2022, Ashland, through two of its subsidiaries, enacted an amendment to the 2020 credit agreement. The amended credit agreement (the 2022 Credit Agreement) provides for a $600 million five-year revolving credit facility (the 2022 Revolving Credit Facility). The 2022 Credit Agreement and the obligations of Ashland Services B.V. under the 2022 Revolving Credit Facility are guaranteed by Ashland.

At Ashland’s option, loans issued under the 2022 Credit Agreement will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR or an alternate base rate and (b) in the case of loans denominated in Euros, EURIBOR, in each case plus the applicable interest rate margin. Loans will initially bear interest at Term SOFR or EURIBOR plus 1.250% per annum, in the case of Term SOFR borrowings or EURIBOR borrowings, respectively, or at the alternate base rate plus 0.250% per annum, in the case of alternate base rate borrowings, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between Term SOFR or EURIBOR plus 1.250% per annum and Term SOFR or EURIBOR plus 1.750% per annum (or between the alternate base rate plus 0.250% per annum and the alternate base rate plus 0.750% per annum), based upon the Consolidated Net Leverage Ratio (as defined in the Credit Agreement) at such time. Term SOFR borrowings are subject to a credit spread adjustment of 0.10% per annum. In addition, the Company will initially be required to pay fees of 0.125% per annum on the daily unused amount of the Revolving Facility through and including the date of delivery of a quarterly compliance certificate, and thereafter the fee rate will fluctuate between 0.125% and 0.275% per annum, based upon the Consolidated Net Leverage Ratio. Borrowings under the 2022 Credit Agreement may be prepaid at any time without premiums.

As a result of the amendment of the 2020 Credit Agreement, Ashland recognized a $1 million charge for accelerated amortization of previously capitalized debt issuance costs during 2022, which is included in the net interest and other expense

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caption of the Statements of Consolidated Comprehensive Income (Loss). Ashland also incurred $2 million of new debt issuance costs in connection with the 2022 Credit Agreement, of which $1 million was expensed immediately during 2022 within the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss). The remaining balance is amortized using the straight-line method.

The 2022 Credit Agreement contains financial covenants for leverage and interest coverage ratios akin to those in effect under the 2020 Credit Agreement. The 2022 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 indebtedness, further negative pledges, investments, mergers, sale of assets and restricted payments, and other customary limitations.

Debt repayments and repurchases

Cash repatriation

During 2022 and 2021, Ashland repatriated approximately $250 million and $131 million, respectively, in cash that was primarily used to repay existing debt, principally portions of the 4.75% senior notes due 2022, the 6.875% senior notes due 2043 and the 6.5% junior notes in 2020 (as previously discussed).

2022 Debt repayments and repurchases

2020 Credit Agreement

During 2022, Ashland prepaid its Term loan A principal balance of $250 million.

Other Debt

During 2022, Ashland repaid the outstanding balance on its European short-term loan facility for $23 million.

2021 Debt repayments and repurchases

Redemption of 4.750% senior notes due 2022

During 2021, Ashland redeemed all of its outstanding 4.750% senior notes due 2022 (the 2022 Notes), of which approximately $411 million were outstanding. Ashland recognized a $1 million charge related to accelerated accretion on debt discounts and accelerated amortization of previously capitalized debt issuance costs, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

Total premiums paid for all the tender offers in 2021 noted above were $16 million, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

2020 Debt repayments and repurchases

Tender offers of 4.750% senior notes due 2022

During 2020, Ashland executed tender offers of the 2022 Notes. As a result of these repurchases, the carrying values of the 2022 Notes was reduced by $670 million. Ashland recognized a $5 million charge related to accelerated accretion on debt discounts and accelerated amortization of previously capitalized debt issuance costs, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

Tender offers of 6.875% notes due 2043

During 2020, Ashland executed tender offers of its 6.875% notes due 2043 (the 2043 Notes). As a result of these repurchases, the carrying values of the 2043 Notes was reduced by $92 million. Ashland recognized a $1 million charge related to accelerated accretion on debt premiums and accelerated amortization of previously capitalized debt issuance costs, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

Tender offers of 6.500% Junior Subordinated Debentures due 2029

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During 2020, Ashland executed tender offers of Hercules LLC’s 6.500% junior subordinated debentures due 2029 (the 2029 Junior Debentures). As a result of these repurchases, the carrying values of the 2029 Junior Debentures was reduced by $2 million.

Total premiums paid for all the tender offers in 2020 noted above were $59 million, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

Accounts receivable facilities and off-balance sheet arrangements

U.S. accounts receivable sales program

On March 17, 2021, a wholly-owned, bankruptcy-remote special purpose entity and consolidated Ashland subsidiary (SPE) entered into an agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of two other U.S. based Ashland subsidiaries. Under the agreement, Ashland can transfer whole receivables up to a limit established by the buyer, which is currently set at $125 million between February and October of each year and up to $100 million all other times. Ashland’s continuing involvement is limited to servicing the receivables, including billing, collections and remittance of payments to the buyers as well as a limited guarantee on over-collateralization. The arrangement terminates on May 31, 2023, unless terminated earlier pursuant to the terms of the agreement.

Ashland determined that any receivables transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership. Ashland received a true sale at law and non-consolidation opinions to support the legal isolation of these receivables. Ashland accounts for the receivables transferred to buyers as sales. Ashland recognizes any gains or losses based on the excess of proceeds received net of buyer’s discounts and fees compared to the carrying value of the assets. Proceeds received, net of buyer’s discounts and fees, are recorded within the operating activities of the Statements of Consolidated Cash Flows. Losses on sale of assets, including related transaction expenses are recorded within the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss). Ashland regularly assesses its servicing obligations and records them as assets or liabilities when appropriate. Ashland also monitors its obligation with regards to the limited guarantee and records the resulting guarantee liability when warranted. When applicable, Ashland discloses the amount of the receivable that serves as over-collateralization as a restricted asset.

Ashland recognized a $1 million loss within the Statements of Consolidated Comprehensive Income (Loss) for 2022 and 2021, respectively, within the net interest and other expense caption associated with sales under the program. Ashland has recorded $110 million of sales against the buyer’s limit, which was $125 million at September 30, 2022, compared to $113 million of sales against the buyer's limit, which was $125 million at September 30, 2021. Ashland transferred $136 million and $167 million in receivables to the SPE as of September 30, 2022 and 2021, respectively. Ashland recorded liabilities related to its service obligations and limited guarantee as of September 30, 2022 and 2021 of less than $1 million. As of September 30, 2022, the year-to-date gross cash proceeds received for receivables transferred and derecognized was $312 million, of which $315 million was collected by Ashland in our capacity as a servicer of the receivables and remitted to the buyer. The difference of $3 million represents the impact of a net reduction in account receivable sales volume during the current year.

2018 foreign accounts receivable securitization

During July 2018, Ashland entered into a €115 million accounts receivable securitization facility (the Program) for the transfer by certain subsidiaries of Ashland (the Sellers) directly or indirectly to Ester Finance Titrisation (the Purchaser), a wholly-owned subsidiary of Crédit Agricole Corporate and Investment Bank (the Arranger), of certain receivables and/or collections originated by the Sellers towards certain corporate debtors located in multiple European jurisdictions and denominated in multiple currencies. The Program originally had a term of two years, but was extended to August 2021 in September 2019. During July 2021, the termination date of the Program was extended to July 2023. During July 2020, the available funding for qualified receivables under the accounts receivable securitization facility decreased from €115 million to €100 million.

Under the Program, each Seller will assign, on an ongoing basis, certain of its accounts receivable and the right to the collections on those accounts receivable to the Purchaser. Under the terms of the Program, the Sellers could, from time to time, obtain up to €100 million from the Purchaser through the sale of an undivided interest in such accounts receivable and collections. Ashland accounts for the securitization facility as secured borrowings, and the receivables sold pursuant to the facility are included in the Consolidated Balance Sheets as accounts receivable. Fundings under the Program will be repaid as accounts

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receivable are collected, with new fundings being advanced (through daily advanced purchase price) as new accounts receivable are originated by the Sellers and assigned to the Purchaser, with settlement occurring monthly. Ashland classifies any borrowings under this facility as a short-term debt instrument within the Consolidated Balance Sheets. Once sold to the Purchaser, the accounts receivable and rights to collection described above are separate and distinct from each Sellers’ own assets and are not available to its creditors should such Sellers become insolvent.

At September 30, 2022 and 2021, the outstanding amount of accounts receivable transferred by Ashland to the Purchaser was $162 million and $152 million, respectively, and there were zero and $117 million, respectively, of borrowings (denominated in multiple currencies) under the facility. The weighted-average interest rate for this instrument was 0.5% and 0.6% for 2022 and 2021, respectively.

Other debt

At September 30, 2022 and 2021, Ashland held other debt totaling $63 million and $83 million, respectively, comprised primarily of a European short-term loan facility, the 6.50% notes due 2029 and other notes.

Available borrowing capacity and liquidity

The borrowing capacity remaining under the $600 million 2022 Revolving Credit Facility was $581 million due to an outstanding balance of zero, as well as a reduction of $19 million for letters of credit outstanding at September 30, 2022. Ashland's total borrowing capacity at September 30, 2022 was $680 million, which included $99 million of available capacity from the foreign 2018 accounts receivable securitization facility.

Additionally, Ashland has zero available liquidity under its current U.S. Accounts Receivable Sales Program.

Covenants related to current Ashland debt agreements

Ashland’s debt 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 September 30, 2022, Ashland was in compliance with all debt agreement covenant restrictions.

The maximum consolidated net leverage ratio permitted under Ashland’s most recent credit agreement (the 2022 Credit Agreement) is 4.0. The 2022 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 2022 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, certain environmental charges, non-cash 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 non-cash 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 on page M-14. 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 September 30, 2022, Ashland’s calculation of the consolidated net leverage ratio was 1.1.

The minimum required consolidated interest coverage ratio under the 2022 Credit Agreement is 3.0. The 2022 Credit Agreement defines the consolidated interest coverage ratio as the ratio of Covenant Adjusted EBITDA to consolidated interest charges for any measurement period. At September 30, 2022, Ashland’s calculation of the consolidated interest coverage ratio was 10.8.

Any change in Covenant Adjusted EBITDA of $100 million would have an approximate 0.2x effect on the consolidated net leverage ratio and a 1.8x effect on the consolidated interest coverage ratio. Any change in consolidated indebtedness of $100 million would affect the consolidated net leverage ratio by approximately 0.2x.

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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 September 30, 2022, both Moody’s Investor Services and Standard & Poor’s outlook remained at stable. Subsequent changes to these ratings or outlook may have an effect on Ashland’s borrowing rate or ability to access capital markets in the future.

Additional capital resources

Ashland 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.

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Ashland expects the following material cash funding requirements from known contractual obligations at September 30, 2022:

Less thanMore than
(In millions)Total1 year1 year
Material Cash Funding Requirements Contractual obligations
Raw material and service contract purchase obligations (a)$53$27$26
Employee benefit obligations (b)57750
Operating lease obligations (c)15120131
Interest payments (d)64554591
Unrecognized tax benefits (e)84381
One-time transition tax (f)46541
Total contractual obligations$1,036$116$920
Other commitments
Letters of credit (g)$48$48$

(a)
Includes raw material and service contracts where minimal committed quantities and prices are fixed.

(b)
Includes estimated funding of Ashland’s qualified U.S. and non-U.S. pension plans for 2022 as well as projected benefit payments through 2030 under Ashland’s unfunded pension and other postretirement benefit plans. Excludes the benefit payments from the pension plan trust funds. See Note M of the Notes to Consolidated Financial Statements for additional information.

(c)
Includes leases for office buildings, transportation equipment, warehouses and storage facilities and other equipment. For further information, see Note K of the Notes to Consolidated Financial Statements.

(d)
Includes interest expense on both variable and fixed rate debt assuming no prepayments. Variable interest rates have been assumed to remain constant through the end of the term at rates that existed as of September 30, 2022.

(e)
Due to uncertainties in the timing of the effective settlement of tax positions with respect to taxing authorities, Ashland is unable to determine the timing of payments related to noncurrent unrecognized tax benefits, including interest and penalties. Therefore, these amounts were included in the “More than 1 year” column.

(f)
As a result of the Tax Act enacted during fiscal year 2018, Ashland has currently recorded a $46 million liability for the one-time transition tax. This liability will be payable over five years.

(g)
Ashland issues various types of letters of credit as part of its normal course of business.

Total Equity

Total equity was $3,220 million and $2,752 million at September 30, 2022 and September 30, 2021, respectively. During 2022, there were increases of $927 million for net income, $8 million for common shares issued under stock incentive plans, and a $1 million gain on pension and postretirement obligation adjustments. The increases were partially offset by decreases of $197 million for deferred translation losses, $1 million for unrealized losses on commodity hedges, $200 million for repurchases of common stock and $70 million for dividends paid during 2022.

Stock repurchase programs

On May 25, 2022, Ashland's board of directors authorized a new, evergreen $500 million common share repurchase program (2022 stock repurchase program). The new authorization terminates and replaces the company's 2018 $1 billion share repurchase program, which had $150 million outstanding at the date of termination. As of September 30, 2022, $500 million remained available for repurchase under the 2022 stock repurchase program.

Stock repurchase program agreements

In September 2021, under the 2018 stock repurchase program, Ashland announced that it entered into an accelerated share repurchase agreement (2021 ASR Agreement). Under the 2021 ASR Agreement, Ashland paid an initial purchase price of $450 million and received an initial delivery of 3.9 million shares of common stock during September 2021. The bank exercised its early termination option under the 2021 ASR Agreement in February 2022, and an additional 0.7 million shares were repurchased, bringing the total shares repurchased upon settlement to 4.6 million.

On March 1, 2022, under the 2018 stock repurchase program, Ashland entered into an agreement to repurchase an aggregate amount of $200 million of Ashland common stock using open-market purchases under rule 10b-18. On April 8, 2022, Ashland completed repurchases under this agreement repurchasing a total of 2.15 million shares for a total amount of $200 million.

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Stockholder dividends

Ashland paid dividends per common share of $1.27, $1.15 and $1.10 during 2022, 2021 and 2020, respectively.

In May 2022, the Board of Directors of Ashland announced a quarterly cash dividend of 33.5 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 30.0 cents per share. This dividend was paid in the third and fourth quarters of fiscal 2022.

In May 2021, the Board of Directors of Ashland announced a quarterly cash dividend of 30.0 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 27.5 cents per share. This dividend was paid in the third and fourth quarters of fiscal 2021 and the first and second quarters of fiscal 2022.

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, which represented an increase from the previous quarterly cash dividend of 25.0 cents per share. This dividend was paid in each quarter of fiscal 2020 and the first and second quarters of fiscal 2021.

Capital expenditures

Capital expenditures were $113 million for 2022 and averaged $117 million during the last three years. Ashland expects capital expenditures over the next three years of approximately $190 million in 2023 and $165 million annually the next two years. A summary of capital expenditures by reportable segment during 2022, 2021 and 2020 follow.

(In millions)202220212020
Life Sciences$28$27$51
Personal Care14713
Specialty Additives616759
Intermediates725
Unallocated and Other325
Total capital expenditures$113$105$133

A summary of the capital employed in Ashland’s current operations, which is calculated by adding equity to capital investment, as of the end of the last two years is as follows.

(In millions)20222021
Capital employed (a)
Life Sciences$1,801$1,857
Personal Care9941,082
Specialty Additives1,3791,447
Intermediates138132

(a)
Excludes the assets and liabilities classified within unallocated and other which primarily includes debt and other long-term liabilities such as asbestos and pension. The net liability in unallocated and other was $1,092 million and $2,313 million as of September 30, 2022 and 2021, respectively. Additionally, net assets held for sale were zero million and $547 million as of September 30, 2022 and 2021, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

As part of its normal course of business, Ashland is a party to various financial guarantees and other commitments. These arrangements involve elements of performance and credit risk that are not included in the Consolidated Balance Sheets. The possibility that Ashland would have to make actual cash expenditures in connection with these obligations is largely dependent on the performance of the guaranteed party, or the occurrence of future events that Ashland is unable to predict. The fair value of these guarantees are not significant.

NEW ACCOUNTING PRONOUNCEMENTS

For a discussion and analysis of recently issued accounting pronouncements and its impact on Ashland, see Note A of Notes to Consolidated Financial Statements.

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CRITICAL ACCOUNTING ESTIMATES

The preparation of Ashland’s 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, environmental remediation, asbestos litigation, the accounting for goodwill and other intangible assets and income taxes. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. Management has reviewed the estimates affecting these items with the Audit Committee of Ashland’s Board of Directors.

Environmental remediation and asset retirement obligations

Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. At September 30, 2022, such locations included 76 sites where Ashland has been identified as a potentially responsible party under Superfund or similar state laws, 111 current and former operating facilities and about 1,125 service station properties, of which 17 are being actively remediated. See Note N of the Notes to Consolidated Financial Statements for additional information.

Ashland’s reserves for environmental remediation and related environmental litigation amounted to $211 million at September 30, 2022 compared to $207 million at September 30, 2021 of which $157 million at September 30, 2022 and $152 million at September 30, 2021 were classified in other noncurrent liabilities on the Consolidated Balance Sheets. The remaining reserves were classified in accrued expenses and other liabilities on the Consolidated Balance Sheets.

The total reserves for environmental remediation reflect Ashland’s estimates of the most likely costs that will be incurred over an extended period to remediate identified conditions for which the costs are reasonably estimable, without regard to any third-party recoveries. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated reserves for environmental remediation. Ashland continues to discount certain environmental sites and regularly adjusts its reserves as environmental remediation continues. Ashland has estimated the value of its probable insurance recoveries associated with its environmental reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage. At September 30, 2022 and 2021, Ashland’s recorded receivable for these probable insurance recoveries was $21 million and $16 million, respectively, of which $17 million and $13 million, respectively, were classified in other noncurrent assets in the Consolidated Balance Sheets.

During 2022, 2021 and 2020, Ashland recognized $66 million, $50 million and $48 million of expense, respectively, for certain environmental liabilities related to normal ongoing remediation cost estimate updates for sites, which is consistent with Ashland’s historical environmental accounting policy.

Environmental remediation reserves are subject to uncertainties that affect Ashland’s ability to estimate its share of the costs. Such uncertainties involve the nature and extent of contamination at each site and the extent of required cleanup efforts under existing environmental regulations, with varying costs of alternate cleanup methods. Although it is not possible to predict with certainty the ultimate costs of environmental remediation, Ashland currently estimates that the upper end of the reasonably possible range of future costs for identified sites could be as high as approximately $465 million. The largest reserve for any site is 13% of the remediation reserve.

Asbestos litigation

Ashland and Hercules have liabilities from claims alleging personal injury caused by exposure to asbestos. To assist in developing and annually updating independent reserve estimates for future asbestos claims and related costs, Ashland has retained third party actuarial experts Gnarus Advisors, LLC (Gnarus). The methodology used by Gnarus to project future asbestos costs is based largely on recent experience, including claim-filing and settlement rates, disease mix, open claims and litigation defense. The claim experience of Ashland and Hercules are separately compared to the results of previously conducted third party epidemiological studies estimating the number of people likely to develop asbestos-related diseases. Those studies were undertaken in connection with national analyses of the population expected to have been exposed to asbestos. Using that

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information, Gnarus estimates a range of the number of future claims that may be filed, as well as the related costs that may be incurred in resolving those claims. Changes in asbestos-related liabilities and receivables are recorded on an after-tax basis within the discontinued operations caption in the Statements of Consolidated Comprehensive Income (Loss). See Note N of the Notes to Consolidated Financial Statements for additional information.

Ashland asbestos-related litigation

The claims alleging personal injury caused by exposure to asbestos asserted against Ashland result primarily from indemnification obligations undertaken in 1990 in connection with the sale of Riley, a former subsidiary. The amount and timing of settlements and number of open claims can fluctuate from period to period.

Ashland asbestos-related liability

From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus.

During the most recent update completed during 2022, it was determined that the liability for Ashland asbestos-related claims should be increased by $16 million. Total reserves for asbestos claims were $305 million at September 30, 2022 compared to $320 million at September 30, 2021.

Ashland asbestos-related receivables

Ashland has insurance coverage for certain litigation defense and claim settlement costs incurred in connection with its asbestos claims, and coverage-in-place agreements exist with the insurance companies that provide substantially all of the coverage that will be accessed.

For the Ashland asbestos-related obligations, Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. Substantially all of the estimated receivables from insurance companies are expected to be due from domestic insurers, all of which are solvent.

At September 30, 2022, Ashland’s receivable for recoveries of litigation defense and claim settlement costs from insurers amounted to $101 million (excluding the Hercules receivable for asbestos claims). Receivables from insurers amounted to $100 million at September 30, 2021. During 2022, the annual update of the model used for purposes of valuing the asbestos reserve and its impact on valuation of future recoveries from insurers, was completed. This model update resulted in a $7 million increase in the receivable for probable insurance recoveries.

Hercules asbestos-related litigation

Hercules has liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market. The amount and timing of settlements and number of open claims can fluctuate from period to period.

Hercules asbestos-related liability

From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus. As a result of the most recent annual update of this estimate, completed during 2022, it was determined that the liability for Hercules asbestos-related claims should be increased by $15 million. Total reserves for asbestos claims were $213 million at September 30, 2022 compared to $217 million at September 30, 2021.

Hercules asbestos-related receivables

For the Hercules asbestos-related obligations, certain reimbursement obligations pursuant to coverage-in-place agreements with insurance carriers exist. As a result, any increases in the asbestos reserve have been partially offset by probable insurance

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recoveries. Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. The estimated receivable consists exclusively of solvent domestic insurers.

As of September 30, 2022 the receivables from insurers amounted to $52 million compared to $47 million as of September 30, 2021. During 2022, the annual update of the model used for purposes of valuing the asbestos reserve and its impact on valuation of future recoveries from insurers was completed. This model update resulted in a $7 million increase in the receivable for probable insurance recoveries.

Asbestos litigation cost projection

Projecting future asbestos costs is subject to numerous variables that are difficult to predict. In addition to the uncertainties surrounding the number of claims that might be received, other variables include the type and severity of the disease alleged by each claimant and the related costs incurred in resolving those claims, dismissal rates, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, Ashland believes that the asbestos reserves for Ashland and Hercules represent the best estimate within a range of possible outcomes. As a part of the process to develop these estimates of future asbestos costs, a range of long-term cost models was developed. These models are based on national studies that predict the number of people likely to develop asbestos-related diseases and are heavily influenced by assumptions regarding long-term inflation rates for indemnity payments and legal defense costs, as well as other variables mentioned previously. Ashland has currently estimated in various models ranging from approximately 40 year periods that it is reasonably possible that total future litigation defense and claim settlement costs on an inflated and undiscounted basis could range as high as approximately $456 million for the Ashland asbestos-related litigation (current reserve of $305 million) and approximately $317 million for the Hercules asbestos-related litigation (current reserve of $213 million), depending on the combination of assumptions selected in the various models. If actual experience is worse than projected, relative to the number of claims filed, the severity of alleged disease associated with those claims or costs incurred to resolve those claims, or actuarial refinement or improvements to the assumptions used within these models are initiated, Ashland may need to further increase the estimates of the costs associated with asbestos claims and these increases could be material over time.

Accounting for goodwill and other intangible assets

Goodwill

Ashland accounts for goodwill and other intangible assets acquired in a business combination in conformity with current accounting guidance which does not allow for goodwill and indefinite-lived intangible assets to be amortized.

Ashland reviews goodwill for impairment annually as of July 1 or when events and circumstances indicate an impairment may have occurred. Ashland tests goodwill for impairment by comparing the estimated fair value of the reporting units to the related carrying value. If the fair value of the reporting unit is lower than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds fair value. However, the loss recognized cannot exceed the carrying amount of goodwill. Reporting units are defined as either operating segments or one level below the operating segments for which discrete financial information is available and reviewed by the business management. Ashland determined that its reporting units are Life Sciences, Personal Care, Specialty Additives and Intermediates.

Ashland makes various estimates and assumptions in determining the estimated fair value of each reporting unit using a combination of discounted cash flow models and valuations based on earnings multiples for guideline public companies in each reporting unit’s industry peer group, when externally quoted market prices are not readily available. Discounted cash flow models are reliant on various assumptions, including projected business results, long-term growth factors and weighted-average cost of capital. Management judgement is involved in estimating these variables, and they include uncertainties since they are forecasting future events. Ashland performs sensitivity analyses by using a range of inputs to confirm the reasonableness of the long-term growth rate and weighted average cost of capital estimates. Additionally, Ashland compares the indicated equity value to Ashland’s market capitalization and evaluates the resulting implied control premium/discount to determine if the estimated enterprise value is reasonable compared to external market indicators.

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Ashland performed its annual goodwill impairment using the quantitative approach as of July 1, 2022 and concluded there was no impairment as of that date. The impairment test at July 1, 2022 concluded that all reporting units had fair values significantly in excess of its respective carrying amounts. Ashland compared the total fair values of the reporting units to Ashland’s market capitalization at July 1, 2022 to determine if the fair values are reasonable compared to external market indicators. Ashland believes its valuation models are reasonable estimates of fair value and reflect appropriate levels of conservatism. Subsequent to this annual impairment test, no additional indications of an impairment were identified.

Assumptions inherent in the valuation methodologies include estimates of future projected business results (principally revenue and EBITDA), long-term growth rates, and the weighted-average cost of capital. Ashland performed sensitivity analyses by using a range of inputs to confirm the reasonableness of long-term growth rate and weighted average cost of capital estimates. Significant assumptions utilized in the impairment analysis included the weighted-average cost of capital, ranging between 10.5% and 11.8%, and terminal growth rate, ranging between 2.0% and 4.0% depending on the reporting unit. Based on sensitivity analysis performed on two key assumptions in the discounted cash flow model at July 1, 2022, a 1% decrease in the long-term growth factor assumption or a 1% increase in the weighted average cost of capital assumption across each of Ashland’s reporting units would not have resulted in a fair value below the respective reporting units carrying value. For further information, see Note H of Notes to the Consolidated Financial Statements.

Finite-lived intangible assets

Finite-lived intangible assets principally consist of certain trademarks and trade names, intellectual property, and customer relationships. These intangible assets are amortized on a straight-line basis over their estimated useful lives. The cost of trademarks and trade names is amortized principally over 3 to 20 years, intellectual property over 3 to 20 years and customer and supplier relationships over 10 to 24 years. Ashland reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Ashland monitors these changes and events on at least a quarterly basis.

Amortization expense recognized on finite-lived intangible assets was $94 million for 2022, $90 million for 2021 and $84 million for 2020.

Other indefinite-lived intangible assets

Other indefinite-lived intangible assets include certain trademarks and trade names. Ashland reviews these intangible assets for possible impairment annually as of July 1 or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, the asset is written down to its fair value and the amount of the write down is the impairment charge. Similar to its annual assessment for goodwill, Ashland performs a quantitative test for impairment.

When a quantitative analysis is performed, Ashland tests these assets using a “relief-from-royalty” valuation method to determine the fair value. Significant assumptions inherent in the valuation methodologies include, but are not limited to, future projected business results, growth rates, the weighted-average cost of capital for a market participant, and royalty and discount rates.

In conjunction with the July 1 annual assessment of indefinite-lived intangible assets, Ashland’s quantitative approach models did not indicate any impairment, as each indefinite-lived intangible asset’s fair value exceeded their carrying values.

Ashland’s assessment of an impairment on any of these assets classified currently as having indefinite lives, including goodwill, could change in future periods if significant events happen and/or circumstances change that effect the previously mentioned assumptions. Significant assumptions inherent in the valuation methodologies include, but are not limited to, such estimates as future projected business results, growth rates, the weighted average cost of capital for a market participant, and royalty and discount rates. For further information, see Note H of Notes to Consolidated Financial Statements.

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Income taxes

Ashland is subject to income taxes in the United States and numerous foreign jurisdictions. Judgment in the forecasting of taxable income using historical and projected future operating results is required in determining Ashland’s provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable, and deferred taxes. Under U.S. GAAP, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax loss and credit carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the enactment date occurs. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts expected to be realized. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are indefinitely reinvested. In the event that the actual outcome of future tax consequences differs from Ashland’s estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the Statement of Consolidated Comprehensive Income (Loss) and Consolidated Balance Sheet.

The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and judgment by Ashland. If actual results differ from the estimates made by Ashland in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact earnings or other comprehensive income depending on the nature of the respective deferred tax asset. Additionally, the positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. Positive and negative evidence is considered in determining the need for a valuation allowance against deferred tax assets, which includes such evidence as historical earnings, projected future earnings, tax planning strategies and expected timing of reversal of existing temporary differences.

In determining the recoverability of deferred tax assets Ashland gives consideration to all available positive and negative evidence including reversals of deferred tax liabilities (other than those with an indefinite reversal period), projected future taxable income, tax planning strategies and recent financial operations. Ashland attaches the most weight to historical earnings due to their verifiable nature. In evaluating the objective evidence that historical results provide, Ashland considers three years of cumulative income or loss. In addition, Ashland has reflected increases and decreases in our valuation allowance based on the overall weight of positive versus negative evidence on a jurisdiction by jurisdiction basis.

EFFECTS OF INFLATION AND CHANGING PRICES

Ashland’s financial statements are prepared on the historical cost method of accounting in accordance with U.S. GAAP and, as a result, do not reflect changes in the purchasing power of the U.S. dollar. Monetary assets (such as cash, cash equivalents and accounts receivable) lose purchasing power as a result of inflation, while monetary liabilities (such as accounts payable and indebtedness) result in a gain, because they can be settled with dollars of diminished purchasing power. As of September 30, 2022, Ashland’s monetary assets exceed its monetary liabilities, leaving it currently more exposed to the effects of future inflation. While inflation rose significantly during 2022 and is expected to increase through fiscal 2023, the company managed to reduce its impact on its results of operations and financial liquidity through the use of select derivative programs, disciplined pricing and cost actions. See item 1A - Risk Factors for additional information.

Certain of the industries in which Ashland operates are capital-intensive, and replacement costs for its plant and equipment generally would substantially exceed their historical costs. Accordingly, depreciation and amortization expense would be greater if it were based on current replacement costs. However, because replacement facilities would reflect technological improvements and changes in business strategies, such facilities would be expected to be more productive than existing facilities, mitigating at least part of the increased expense.

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OUTLOOK

Ashland issued its financial outlook for fiscal 2023 as shown in the table below.

FY2023 Outlook
Key Operating Metrics
Sales$2.5 - $2.7 billion
Adjusted EBITDA$600 - $650 million

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

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements including, without limitation, statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation” (MD&A), within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its Annual Report to Stockholders, quarterly reports and other filings with the Securities and Exchange Commission (SEC), news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition and expected effects of the COVID-19 pandemic on Ashland’s business, as well as the economy and other future events or circumstances. Ashland’s expectations and assumptions include, without limitation, those mentioned within the MD&A, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies, cost savings and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: the impact of acquisitions and/or divestitures Ashland has made or may make (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); execution risks associated with our growth strategies; the competitive nature of our business; severe weather, natural disasters, public health crises (including the COVID-19 pandemic), cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); the effects of the COVID-19 pandemic and the ongoing Ukraine and Russia conflict on the geographies in which Ashland operates, the end markets Ashland serves and on Ashland’s supply chain and customers; and without limitation, risks and uncertainties affecting Ashland that are contained in “Use of estimates, risks and uncertainties” in Note A of Notes to Consolidated Financial Statements and in Item 1A of this Annual Report Form 10-K. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. The extent and duration of the COVID-19 pandemic on our business and operations remains uncertain. Factors that influence the impact on our business and operations include the duration and extent of the pandemic, the extent of imposed or recommended containment and mitigation measures, and the general economic consequences of the pandemic. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this Form 10-K whether as a result of new information, future events or otherwise. Information on Ashland’s website is not incorporated into or a part of this Form 10-K.

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FY 2021 10-K MD&A

SEC filing source: 0000950170-21-004843.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2021-11-22. Report date: 2021-09-30.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements for the years ended September 30, 2021, 2020 and 2019.

Effect of Recent Accounting Pronouncements and SEC Regulations

In November 2020, the SEC issued Release No. 33-10890, “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information”. The SEC adopted these amendments to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K. Specifically, the requirement for Selected Financial Data was eliminated, the requirement to disclose Supplementary Financial Information was streamlined, and Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”) were amended. These amendments are intended to eliminate duplicative disclosures and modernize and enhance MD&A disclosures for the benefit of investors, while simplifying compliance efforts for registrants.

This release was effective for Ashland on August 9, 2021. As a result, Ashland applied the required amendments where applicable to form 10-K for its fiscal year ended September 30, 2021.

BUSINESS OVERVIEW

Ashland profile

Ashland is a premier global leader in providing specialty materials to customers in a wide range of consumer and industrial markets including architectural coatings, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. With approximately 4,100 employees worldwide, Ashland serves customers in more than 100 countries.

Ashland’s sales generated outside of North America were 68% in 2021 and 67% in 2020 and 2019. Sales by region expressed as a percentage of total consolidated sales were as follows:

Sales by Geography202120202019
North America (a)32%33%33%
Europe36%36%36%
Asia Pacific23%22%22%
Latin America & other9%9%9%
100%100%100%

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

Reportable segments

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

As a result, Ashland’s reportable segments include Life Sciences, Personal Care & Household, Specialty Additives and Intermediates and Solvents. Unallocated and Other includes corporate governance activities and certain legacy matters. The

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contribution to sales by each reportable segment expressed as a percentage of total consolidated sales for the year ended September 30 were as follows:

Sales by Reportable Segment202120202019
Life Sciences35%35%35%
Personal Care & Household28%31%30%
Specialty Additives31%29%30%
Intermediates and Solvents6%5%5%
100%100%100%

KEY DEVELOPMENTS

Business Results

Ashland’s net income was $220 million ($173 million income from continuing operations and $47 million income from discontinued operations) in 2021 compared to a loss of $508 million ($555 million loss from continuing operations and $47 million income from discontinued operations) in 2020. Results for Ashland’s continuing operations for 2021 and 2020 were impacted by restructuring costs and environmental reserve adjustments. Additionally, the current year included $17 million of debt restructuring costs, $13 million restructuring related impairment charges, and inventory adjustments. The prior year was affected by a non-cash goodwill impairment charge of $530 million, debt restructuring costs of $67 million and inventory control measures costs of $51 million. Discontinued operations were primarily driven by the change in results of the Performance Adhesives business, the Composites business, and the Marl facility between periods, including associated gains as a result of business dispositions. Ashland’s Adjusted EBITDA is $495 million for the current year compared to $449 million in the prior year (see U.S. GAAP reconciliation under consolidated review). The $46 million increase in Adjusted EBITDA was primarily due to improved pricing, favorable foreign currency exchange and lower selling, general and administrative expenses as a result of cost reduction programs. These increases were partially offset by challenges in shipping, logistics and packaging procurement as well as unplanned plant shutdowns, primarily associated with winter storms.

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 and any variants, 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 balance of fiscal year 2021, Ashland has not experienced any additional major operating surprises beyond the initial impact of the COVID-19 pandemic, maintained 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 life sciences and personal care & household businesses showed resiliency in the face of difficult economic circumstances. The specialty additives business and the intermediates and solvents business results improved primarily due to increased product demand as countries began to ease pandemic related restrictions across the globe during 2021. Ashland’s overall liquidity remains strong and Ashland is more than 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 improve.

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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 this report, which is incorporated herein by reference.

Other significant items

Performance Adhesives

In May 2021, Ashland announced a strategic review of its Performance Adhesives business unit. On August 31, 2021, Ashland announced that it had signed a definitive agreement to sell substantially all of the assets and liabilities of its Performance Adhesives segment in a transaction valued at $1.65 billion. The transaction is expected to close prior to the end of the March 2022 quarter, contingent on certain customary regulatory approvals, standard conditions and completion of required employee information and consultation processes. Since this transaction represents a strategic shift in Ashland’s business and had a major effect on Ashland’s operations and financial results, the operating results and cash flows related to Performance Adhesives have been reflected as discontinued operations in the statement of Consolidated Comprehensive Income (Loss) and Statements of Consolidated Cash Flows. See Note C of the Notes to the Consolidated Financial Statements for more information. Certain indirect corporate costs included within the selling, general and administrative expense caption of the Statement of Consolidated Comprehensive Income (Loss) that were previously allocated to the Performance Adhesives segment do not qualify for classification within discontinued operations and are now reported as selling, general and administrative expense within continuing operations on a consolidated basis and within the Unallocated and other segment. These costs were $15 million, $20 million, and $21 million during the twelve months ended September 30, 2021, 2020, and 2019, respectively. Ashland is currently implementing plans to eliminate these costs.

Renewable annual trust for environmental remediation

On September 8, 2021, Ashland established a renewable annual trust for environmental remediation "Environmental trust" that Ashland determined is restricted for ongoing and future environmental remediation and related litigation costs. These funds are presented primarily as noncurrent assets within the restricted investments caption of the Consolidated Balance Sheets, with $10 million classified within other current assets in the Consolidated Balance Sheets as of September 30, 2021. As of September 30, 2021, the funds within the Environmental trust had a balance of $88 million and were primarily invested in public equity, U.S. government bonds and investment grade corporate bond investments with a portion maintained in demand deposits.

Stock repurchase program

In September 2021, under the 2018 stock repurchase program, Ashland announced that it entered into an accelerated share repurchase agreement (2021 ASR Agreement). Under the 2021 ASR Agreement, Ashland paid an initial purchase price of $450 million and received an initial delivery of 3.9 million shares of common stock during September 2021. The program is expected to terminate by March 2022, resulting in a final share repurchase transaction.

Personal Care & Household acquisition

On April 30, 2021, Ashland completed its acquisition of the personal care business of Schülke & Mayr GmbH (Schülke), a portfolio company of the global investment organization EQT. Ashland has included the purchase of this business within the Personal Care and Household reporting segment. The acquisition was recorded by Ashland using the purchase method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible assets and liabilities acquired based on respective fair values.

The all-cash purchase price of Schülke was $312 million. Ashland incurred acquisition related transaction costs of $4 million during fiscal 2021 which are recorded within the net income on acquisitions and divestitures caption within the Statement of Consolidated Comprehensive Income (Loss). Within this same caption, Ashland recognized income of $1 million during fiscal

M-3

2021 associated with foreign currency derivative and gains on foreign exchange contracts entered into to mitigate the exposure of the Euro denominated purchase price.

Operational business model changes and restructurings

As previously disclosed, during the second quarter of fiscal year 2020, Ashland changed the manner in which it manages the business moving from a functionally led to a business led organization. This new business-centric operational model required redesign of core operating systems and processes leading 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

As of September 30, 2021, Ashland achieved approximately 96% of its target run-rate cost savings, representing $97 million in annualized run-rate savings under these initiatives. Ashland expects to be substantially complete with these initiatives by the end of calendar year 2021.

RESULTS OF OPERATIONS – CONSOLIDATED REVIEW

Consolidated review

Net income

Ashland’s net income (loss) is primarily affected by results within operating income, net interest and other financing expense, other net periodic benefit income (expense), net income (loss) on acquisitions and divestitures, income taxes, discontinued operations and other significant events or transactions that are unusual or nonrecurring.

Key financial results for 2021, 2020 and 2019 included the following:


Ashland’s net income/loss amounted to income of $220 million in 2021, loss of $508 million in 2020 and income of $505 million in 2019, or income of $3.59, a loss of $8.39 and income of $8.15 diluted earnings per share, respectively.


Discontinued operations, which are reported net of taxes, resulted in income of $47 million, $47 million and $544 million during 2021, 2020 and 2019, respectively.


Results from continuing operations, which excludes results from discontinued operations, amounted to income of $173 million for fiscal 2021, and losses of $555 million and $39 million in 2020 and 2019, respectively. Fiscal 2020 includes a non-cash goodwill impairment charge of $530 million.


The effective income tax was an income tax benefit rate of 28% for 2021, income tax benefit rate of 4% for 2020, and income tax expense rate of 333% for 2019, which were significantly impacted by certain tax specific key items and tax discrete items.


Ashland incurred pretax net interest and other expense of $56 million, $119 million and $99 million during 2021, 2020 and 2019, respectively. This includes charges for $16 million and $59 million for debt refinancing costs during fiscal 2021 and 2020, respectively, and $1 million and $8 million for accelerated debt issuance costs during 2021 and 2020, respectively, as well as gains of $21 million, $20 million and $7 million on restricted investments during 2021, 2020 and 2019, respectively.


Other net periodic benefit expense totaled $1 million, and income of $3 million and $6 million during 2021, 2020 and 2019, respectively.


Net income/loss on acquisitions and divestitures totaled income of $11 million and $2 million during 2021 and 2020, respectively, and a loss of $2 million in 2019.

M-4


Operating income/loss amounted to income of $181 million, a loss of $463 million, and income of $86 million in 2021, 2020 and 2019, respectively. Fiscal 2020 included a non-cash goodwill impairment charge of $530 million.

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 was income of $181 million in 2021 compared to a loss of $463 million and income of $86 million in 2020 and 2019, respectively. The current and prior years’ 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 E in the Notes to Consolidated Financial Statements for further information on the restructuring activities.


Goodwill impairment – During 2020, Ashland realigned its operations into five reportable segments which resulted in a reassessment of the Company’s reporting units used to evaluate goodwill impairment. The impairment test under the new reporting unit structure concluded that the carrying value of the Personal Care & Household and the Specialty Additives reporting units exceeded their fair value, resulting in a $530 million non-cash goodwill impairment charge in 2020. See note H and Critical Accounting Policies for additional information.


Inventory adjustments – During 2021, Ashland recorded non-cash charges related to the fair value adjustment of inventory acquired from Schülke at the date of acquisition during the current year. During 2020, Ashland incurred charges associated with a program to reduce overall inventory levels as part of a working capital efficiency program. While successful in managing inventory levels, these actions resulted in increased expense primarily related to abnormal production variances due to plant shutdowns.


Environmental reserve adjustments – Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. As a result of these activities, Ashland recorded adjustments during each year to its environmental liabilities and receivables related to previously divested businesses or non-operational sites. See Note N of the Notes to Consolidated Financial Statements for more information.


Accelerated depreciation – As a result of various restructuring activities at certain office facilities and manufacturing plants, Ashland recorded accelerated depreciation due to changes in the expected useful life of certain property, plant and equipment during 2019. See Note G of the Notes to Consolidated Financial Statements for more information.


Proxy costs – Ashland incurred significant consulting and other costs associated with the 2019 Annual Meeting of Stockholders and agreement with the Cruiser Group (as defined in the agreement) during 2019.


Asset impairments – Ashland recognized impairment charges to certain assets during 2021 and 2019. See Note E of the Notes to Consolidated Financial Statements for more information.


Tax indemnity expense – During 2019, Ashland recorded an adjustment to a tax indemnity receivable that was associated with the acquisition of Pharmachem.


Unplanned plant shutdowns – During 2019, Ashland incurred costs related to temporary shutdowns for the Specialty Additives Parlin facility as a result of force majeure contract issues.

M-5

Operating income/loss for 2021, 2020 and 2019 included depreciation and amortization of $244 million, $235 million and $277 million, respectively (which includes accelerated depreciation of $39 million for 2019).

Non-operating key items affecting EBITDA

During the current and prior years, there were certain key items that were not included in operating income but were excluded to arrive at Adjusted EBITDA. These non-operating key items for the applicable periods are summarized as follows:


Net income/loss on divestitures – Ashland recorded income of $11 million during 2021 and a loss of $3 million during 2019. This includes $3 million of expense relating to the Schülke acquisition and a $14 million gain related to the sale of a Specialty Additives facility during 2021.


Loss/gain on pension and other postretirement plan remeasurements - Ashland recognized actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. See Note M of the Notes to Consolidated Financial Statements for more information.

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 years ended September 30, 2021, 2020 and 2019.

20212020
(In millions)202120202019changechange
Sales$2,111$2,016$2,148$95$(132)

The following table provides a reconciliation of the change in sales between fiscal years 2021 and 2020 and between fiscal years 2020 and 2019.

(In millions)2021 change2020 change
Volume$(3)$(85)
Pricing20(20)
Currency exchange46(10)
Plant realignment(17)
Acquisition32
Change in sales$95$(132)

Sales for 2021 increased $95 million, or 5%, compared to 2020. The acquisition of Schülke within the Personal Care and Household reportable segment, product pricing and foreign currency exchange increased sales by $32 million, $20 million and $46 million, respectively. These increases were partially offset by unfavorable volume, which decreased sales by $3 million.

Sales for 2020 decreased $132 million, or 6%, compared to 2019. Unfavorable volume, due primarily to lower industrial demand reflecting the impact of the COVID-19 pandemic, product pricing, foreign currency exchange and plant realignment decreased sales by $85 million, $20 million, $10 million and $17 million, respectively.

20212020
(In millions)202120202019changechange
Cost of sales$1,441$1,417$1,497$24$(80)
Gross profit as a percent of sales31.7%29.7%30.3%

Fluctuations in cost of sales are driven primarily by the effects of challenges in shipping and logistics in the current year and lower industrial demand across the globe reflecting the impact of the COVID-19 pandemic in the prior year, raw material prices, volume and changes in product mix, currency exchange, acquisitions and divestitures and other certain charges incurred as a result of changes or events within the businesses or restructuring activities.

M-6

The following table provides a reconciliation of the changes in cost of sales between fiscal years 2021 and 2020 and between fiscal years 2020 and 2019.

(In millions)2021 change2020 change
Volume$5$(51)
Plant realignment/closure costs(67)
Price/mix(7)(55)
Currency exchange22(6)
Operating costs(16)99
Acquisition20
Change in cost of sales$24$(80)

Cost of sales for 2021 increased $24 million compared to 2020. Foreign currency exchange, the Schülke acquisition, and lower volume increased cost of sales by $22 million, $20 million, and $5 million, respectively. These increases were partially offset by the impact of lower price/mix and lower costs, including the winter storm impact of $11 million, which decreased cost of sales by $7 million and $16 million, respectively.

Cost of sales for 2020 decreased $80 million compared to 2019. Plant realignment/closure costs, price/mix, volume, due primarily to lower industrial demand reflecting the impact of the COVID-19 pandemic, and foreign currency exchange decreased cost of sales by $67 million, $55 million, $51 million, and $6 million, respectively. Those decreases were partially offset by higher operating costs which increased cost of sales by $99 million primarily as a result of inventory control measures taken during the fourth quarter of fiscal 2020.

20212020
(In millions)202120202019changechange
Selling, general and administrative expense$358$400$426$(42)$(26)
As a percent of sales17.0%19.8%19.8%

Selling, general and administrative expense for 2021 decreased $42 million compared to 2020, while expenses as a percent of sales decreased 2.8 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to 2020 were:


$45 million and $36 million in net environmental-related expenses during 2021 and 2020, respectively (see Note N for more information);


$10 million and $58 million of key items for severance, lease abandonment and other restructuring costs during 2021 and 2020, respectively;


$15 million and $20 million of stranded divestiture costs during 2021 and 2020, respectively;


$10 million related to a capital project impairment during 2021; and


Unfavorable currency exchange of $7 million and lower variable compensation expense.

Selling, general and administrative expense for 2020 decreased $26 million compared to 2019, with expenses as a percent of sales remaining constant. Key drivers of the fluctuation in selling, general and administrative expense compared to 2019 were:


$36 million and $27 million in net environmental-related expenses during 2020 and 2019, respectively (see Note N for more information);


$58 million and $43 million of key items for restructuring, separation and other costs during 2020 and 2019, respectively;


$4 million of consulting and other costs associated with the proxy contest during 2019;


$20 million, and $21 million of stranded divestiture costs during 2020 and 2019, respectively;


Favorable currency exchange of $6 million; and

M-7


Achieved cost savings during 2020 from restructuring programs initiated in 2020 and 2019, which represents a substantial portion of the 2020 decline from 2019.

20212020
(In millions)202120202019changechange
Research and development expense$50$56$58$(6)$(2)

Research and development expense decreased $6 million in 2021 compared to 2020 as a result of achieved cost savings and other costs compared to the prior year. In 2020, the $2 million decrease compared to 2019 was primarily due to the overall company-wide cost reduction program.

20212020
(In millions)202120202019changechange
Intangibles amortization expense$90$84$85$6$(1)

Amortization expense increased by $6 million in 2021 compared to 2020 primarily due to the amortization of intangible assets associated with the Schülke acquisition.

20212020
(In millions)202120202019changechange
Equity and other income$9$8$4$1$4

Other income's increase in 2021 and 2020 over 2019 was primarily related to a gain on sale of excess corporate property of roughly $4 million in 2021 and a liquidation gain of $3 million in 2020.

20212020
(In millions)202120202019changechange
Goodwill impairment$$530$$(530)$530

Ashland recorded an impairment charge of $530 million in 2020. See Note H Goodwill and Other Intangibles for additional information.

20212020
(In millions)202120202019changechange
Net interest and other expense (income)
Interest expense$69$88$114$(19)$(26)
Interest income(1)(1)(2)1
Loss on the accounts receivable sale program11
Loss on early retirement of debt1659(43)59
Loss (income) from restricted investments(33)(30)(17)(3)(13)
Other financing costs4341(1)
$56$119$99$(63)$20

Net interest and other expense decreased by $63 million in 2021 compared to 2020. Interest expense decreased by $19 million due to lower average debt levels, lower cost of debt related to the debt restructuring activity during 2020 and lower accelerated debt issuance costs and original issuance discount costs of $7 million in 2021 compared to 2020. Ashland incurred $16 million of debt refinancing costs during 2021 compared to $59 million during 2020. See Note I for more information on the refinancing activity. The investment securities income of $33 million in 2021 compared to $30 million in 2020 represents investment income related to restricted investments discussed in Note F of the Notes to the Consolidated Financial Statements.

Net interest and other expense increased $20 million in 2020 compared to 2019. Interest expense decreased by $26 million due to lower average debt levels and lower cost of debt related to the debt restructuring activity during 2020. The decreases were partially offset by $8 million of accelerated debt issuance costs and original issuance discount costs in 2020. Ashland incurred $59 million of debt refinancing costs during 2020. See Note I for more information on the refinancing activity. The investment securities income of $30 million in 2020 compared to $17 million in 2019 represents investment income related to restricted investments discussed in Note F of the Notes to the Consolidated Financial Statements

M-8

20212020
(In millions)202120202019changechange
Other net periodic benefit income (expense)$(1)$3$6$(4)$(3)

Other net periodic benefit expense during 2021 primarily included interest cost of $8 million and a $1 million loss on pension and other postretirement plan remeasurements, offset by expected return on plan assets of $8 million.

Other net periodic benefit income during 2020 primarily included interest cost of $9 million, offset by expected return on plan assets of $11 million and a $1 million gain on pension and other postretirement plan remeasurements.

Other net periodic benefit income during 2019 primarily included a $10 million loss on pension and other postretirement plan remeasurements, offset by a curtailment gain of $18 million due to the settlement of a non-U.S. pension plan in 2019. Other net periodic benefit income during 2019 also included an $12 million charge for interest cost, partially offset by a $10 million expected return on plan assets.

20212020
(In millions)202120202019changechange
Net income (loss) on acquisitions and divestitures$11$2$(2)$9$4

Net income (loss) on acquisitions and divestitures during 2021 primarily relates to a $3 million expense in transaction net costs associated with the personal care acquisition of Schülke, including a gain of $1 million associated with foreign currency derivatives entered into to mitigate the foreign exchange exposure of the purchase price. In addition there was also a $14 million gain related to the sale of a Specialty Additives facility within the current period.

Net income (loss) on divestitures during 2020 primarily related to the sale of corporate assets and post-closing adjustments for certain divestitures.

Net income (loss) on divestitures during 2019 primarily included a loss of $2 million related to the impairment of an investment offset by a gain on sale of a manufacturing facility, along with post-closing adjustments related to other previous divestitures.

20212020
(In millions)202120202019changechange
Income tax expense (benefit)$(38)$(22)$30$(16)$(52)
Effective tax rate(28)%(4)%333%

The 2021 effective tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $59 million primarily related to the sale of a Specialty Additives facility and uncertain tax positions.

The 2020 effective tax rate was impacted by nondeductible goodwill impairment of $527 million as well as $15 million favorable tax discrete items primarily from the tax benefit related to the Swiss Tax Reform enacted in the first quarter.

The 2019 effective tax rate was impacted by jurisdictional income mix, restructuring activities, and the U.S. tax reform.

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.

M-9

The effective tax rates during 2021, 2020 and 2019 were significantly impacted by the following tax specific key items:


Deferred tax rate changes - Includes the impact from the remeasurement of Ashland’s domestic deferred tax balances resulting from the enactment of the Tax Act as well as the impact from deferred rate changes for other jurisdictions;


One-time transition tax - Includes the one-time transition tax resulting from the enactment of the Tax Act;


Uncertain tax position - Includes the impact from the settlement of uncertain tax positions with various tax authorities;


Restructuring and separation activity - Includes the impact from company-wide cost reduction programs; 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 the impact of these key items:

(In millions)202120202019
Income (loss) from continuing operations
before income taxes$135$(577)$(9)
Key items (pre-tax) (a)56719121
Adjusted income from continuing operations
before income taxes$191$142$112
Income tax expense (benefit)(38)(22)30
Income tax rate adjustments:
Tax effect of key items (b)113516
Tax specific key items: (c)
Deferred tax rate changes(2)
One-time transition tax(28)
Uncertain tax positions53(3)6
Restructuring and separation activity13(12)
Other tax reform related activity(6)201
Total income tax rate adjustments7152(19)
Adjusted income tax expense (benefit)$33$30$11
Effective tax rate, excluding key items (Non-GAAP) (d)17%21%10%

(a)
See Adjusted EBITDA reconciliation table disclosed below in this Management, Discussion and Analysis for a summary of the key items, before tax.

(b)
The tax rate specific to the jurisdiction in which the key item originates is used to calculate the tax effect of key items.

(c)
For additional information on the effect that these tax specific key items had on EPS, see the Adjusted Diluted EPS table disclosed below in this Management Discussion and Analysis.

(d)
Due to rounding conventions, the effective tax rate presented may not recalculate precisely based on the numbers disclosed within this table.

The following table provides a reconciliation of tax specific key items within the statutory federal income tax with the provision for income taxes summary disclosed in Note L of the Notes to Consolidated Financial Statements.

(In millions)202120202019
Tax effect of key items computed at applicable statutory rate (a)$11$35$16
Tax reform25(30)
Uncertain tax positions53(4)(9)
Deemed inclusions, foreign dividends and other restructuring(4)
Foreign tax credits
Valuation allowance changes(8)1
State taxes(3)
Other items156
$71$52$(19)

(a)
Includes impact of $527 million of non-deductible goodwill.

M-10

20212020
(In millions)202120202019changechange
Income (loss) from discontinued operations (net of taxes)
Composites and Marl Facility$$4$94$(4)$(90)
Performance Adhesives6464631
Asbestos-related litigation(9)(18)9(18)
Water Technologies(3)1(3)(1)
Distribution(5)(8)143(22)
Valvoline3(24)27(24)
Gain (loss) on disposal of discontinued operations
Composites/Marl facility(4)29372(33)(343)
Water Technologies11
$47$47$544$$(497)

As a result of the divestiture of the Composites segment (including the Maleic business) and Marl facility and the expected divestiture of the Performance Adhesives segment, the related operating results have been reflected as discontinued operations (net of tax) within the Statements of Consolidated Comprehensive Income (Loss). See Note C for more information on these transactions. In 2021, the sales and pre-tax income included in discontinued operations were $372 million and $83 million, respectively, for the Performance Adhesives segment. In 2020, the sales and pre-tax income included in discontinued operations were $310 million and $74 million for the Performance Adhesives segment, respectively, and $51 million and $9 million for the Composites segment (including the Maleic business) and Marl Facility, respectively. In 2019, the sales and pre-tax income included in discontinued operations were $345 million and $79 million for the Performance Adhesives segment, respectively, and $1,012 million and $118 million for the Composites segment (including the Maleic business) and Marl facility, respectively. In 2020, a $29 million gain on disposal was recorded in the fourth quarter associated with the September 30, 2020 closing of the sale of the Maleic business. In 2019, a $372 million gain on disposal was recorded in the fourth quarter associated with the August 30, 2019 closing of the sale of the Composites business (excluding the Maleic business) and the Marl facility with INEOS.

Asbestos-related activity during 2021, 2020 and 2019 included after-tax net adjustments to the asbestos reserves and receivables of $9 million of expense, $18 million of expense, and zero, respectively, including the adjustments for the annual update.

The activity for Water Technologies and Distribution during 2019 was related to post-closing adjustments.

The Valvoline activity within 2021 and 2020 primarily represents subsequent adjustments that were made in conjunction with the Tax Matters Agreement.

Other comprehensive income (loss)

A comparative analysis of the components of other comprehensive income (loss) is provided below for the last three fiscal years ended September 30.

20212020
(In millions)202120202019changechange
Other comprehensive income (loss) (net of taxes)
Unrealized translation gain (loss)$7$27$(80)$(20)$107
Unrealized gain on commodity hedges44
Pension and postretirement obligation adjustment(5)5
$11$27$(85)$(16)$112

M-11

Total other comprehensive income (loss), net of tax, decreased $16 million in 2021 as compared to 2020 as a result of the following components.


In 2021, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in a gain of $7 million, compared to a gain of $27 million during 2020. The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.


In 2021, a $4 million unrealized gain on commodity hedges was recorded. See Note F for more information.

Total other comprehensive income (loss), net of tax, increased $112 million in 2020 as compared to 2019 as a result of the following components.


In 2020, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in a gain of $27 million, compared to a loss of $80 million during 2019. The fluctuations in unrealized translation gains and losses were primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.


The pension and postretirement obligation adjustment was zero during 2020 compared to $5 million during 2019. The adjustments relate to amortization of unrecognized prior services credits for pension and other postretirement benefit plans, net of tax, and were reclassified into net income.

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 financing expenses, and depreciation and amortization.


Adjusted EBITDA - EBITDA adjusted for discontinued operations, net gain (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, which can include pro forma adjustments, 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, 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.

M-12

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 reference this metric.

In accordance with U.S. GAAP, Ashland recognizes actuarial gains and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. Actuarial gains and losses occur when actual experience differs from the estimates used to allocate the change in value of pension and other postretirement benefit plans to expense throughout the year or when assumptions change, as they may each year. Significant factors that can contribute to the recognition of actuarial gains and losses include changes in discount rates used to remeasure pension and other postretirement obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets and other changes in actuarial assumptions, for example, the life expectancy of plan participants. Management believes Adjusted EBITDA, which includes the expected return on pension plan assets yet excludes both the actual return on pension plan assets and the impact of actuarial gains and losses, provides investors with a meaningful supplemental presentation of Ashland’s operating performance (see the Adjusted EBITDA reconciliation table for additional details on exact amounts included within this non-GAAP measure related to pension and other postretirement plans). Management believes these actuarial gains and losses are primarily financing activities that are more reflective of changes in current conditions in global financial markets (and in particular interest rates) that are not directly related to the underlying business. For further information on the actuarial assumptions and plan assets referenced above, see Note M of the Notes to Consolidated Financial Statements.

M-13

EBITDA and Adjusted EBITDA

EBITDA totaled income of $482 million, a loss of $176 million and income of $872 million for 2021, 2020 and 2019, respectively. EBITDA and Adjusted EBITDA results in the following table 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.

(In millions)202120202019
Net income (loss)$220$(508)$505
Income tax expense (benefit)(38)(22)30
Net interest and other financing expense5611999
Depreciation and amortization (a)244235238
EBITDA482(176)872
(Income) loss from discontinued operations (net of taxes)(47)(47)(544)
Key items included in EBITDA:
Goodwill impairment530
Restructuring, separation and other costs (b)105851
Environmental reserve adjustments433425
Inventory adjustments451
Accelerated depreciation39
Proxy costs4
Asset impairments13
Tax indemnity expense6
Unplanned plant shutdowns2
Net loss (gain) on acquisitions and divestitures (c)(11)3
Loss (gain) on pension and other postretirement plan remeasurements1(1)(8)
Total key items included in EBITDA60672122
Adjusted EBITDA (d)$495$449$450
Total key items included in EBITDA$60$672$122
Accelerated amortization of debt issuance costs18
Debt refinancing costs (e)16596
Unrealized gain on securities (f)(21)(20)(7)
Total key items, before tax$56$719$121

(a)
Excludes $39 million of accelerated depreciation during 2019.

(b)
Includes impairments of $8 million during 2019.

(c)
Excludes income of zero, $2 million and $1 million during 2021, 2020 and 2019, respectively, related to ongoing adjustments of previous divestiture transactions.

(d)
Includes $6 million, $4 million and $9 million during 2021, 2020 and 2019, respectively, of net periodic pension and other postretirement costs (income) recognized ratably through the fiscal year. These costs (income) are comprised of service cost, interest cost, expected return on plan assets, and amortization of prior service credit and are disclosed in further detail in Note M of the Notes to Consolidated Financial Statements.

(e)
Debt refinancing costs during 2021 included a $16 million loss on early retirement of debt and a $1 million charge for accelerated debt issuance costs. Debt refinancing costs during 2020 included $59 million loss on early retirement of debt. Debt refinancing costs during 2019 included a $6 million debt issuance costs amortization charge for the early repayment of term loans A and B. All debt refinancing costs were recorded within the net interest and other financing

M-14

expense caption on the Statements of Consolidated Comprehensive Income (Loss). See Note I of the Notes to Consolidated Financial Statements for more information.

(f)
Due to the adoption of new accounting guidance in 2019, the unrealized (gains) losses on certain investment securities directly impact earnings and are recorded within the net interest and other expense caption on the Statements of Consolidated Comprehensive Income (Loss). See Note A of the Notes to Consolidated Financial Statements for more information.

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 and Adjusted Diluted EPS from continuing operations excluding intangibles amortization expense in the following table have been prepared to illustrate these ongoing effects on 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.

202120202019
Diluted EPS from continuing operations (as reported)$2.82$(9.16)$(0.62)
Key items, before tax:
Goodwill impairment8.75
Restructuring, separation and other costs (including accelerated depreciation)0.160.951.42
Environmental reserve adjustments0.700.580.41
Inventory adjustments0.070.83
Proxy costs0.07
Asset impairments0.21
Tax indemnity expense0.10
Unplanned plant shutdowns0.03
Net loss (gain) on acquisitions and divestitures(0.18)0.05
Loss (gain) on pension and other postretirement plan remeasurements0.02(0.01)(0.12)
Unrealized gain on securities(0.34)(0.33)(0.11)
Accelerated amortization of debt issuance costs0.020.13
Debt refinancing costs0.260.970.09
Key items, before tax0.9211.871.94
Tax effect of key items (a)(0.18)(0.58)(0.25)
Key items, after tax0.7411.291.69
Tax specific key items:
Deferred tax rate changes0.03
One-time transition tax0.44
Uncertain tax positions(0.87)0.05(0.09)
Restructuring and separation activity(0.21)0.19
Other tax reform related activity0.10(0.33)(0.02)
Tax specific key items (b)(0.98)(0.28)0.55
Total key items(0.24)11.012.24
Adjusted diluted EPS from continuing operations (non-GAAP)$2.58$1.85$1.62
Amortization expense adjustment (net of tax) (c)1.171.081.04
Adjusted diluted EPS from continuing operations (non-GAAP) excluding intangibles amortization expense$3.75$2.93$2.66

(a)
Represents the diluted EPS impact from the tax effect of the key items that are previously 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 tax specific key items. For additional explanation of these tax specific key items, see the income tax expense (benefit) discussion within the following caption review section.

(c)
Amortization expense adjustment (net of tax) tax rates were 20.0%, 21.0% and 23.0% for the years ended 2021, 2020 and 2019, respectively.

M-15

RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW

On August 31, 2021, Ashland announced that it had signed a definitive agreement to sell substantially all of the assets and liabilities of its Performance Adhesives segment in a transaction valued at $1.65 billion. The transaction is expected to close prior to the end of the March 2022 quarter, contingent on certain customary regulatory approvals, standard conditions and completion of required employee information and consultation processes. Since this transaction represents a strategic shift in Ashland’s business and had a major effect on Ashland’s operations and financial results, the operating results and cash flows related to Performance Adhesives have been reflected as discontinued operations in the statement of Consolidated Comprehensive Income (Loss) and Statements of Consolidated Cash Flows. See Note C of the Notes to the Consolidated Financial Statements for more information. Certain indirect corporate costs included within the selling, general and administrative expense caption of the Statement of Consolidated Comprehensive Income (Loss) that were previously allocated to the Performance Adhesives segment do not qualify for classification within discontinued operations and are now reported as selling, general and administrative expense within continuing operations on a consolidated basis and within the Unallocated and other segment. As a result, Ashland's reportable segments include Life Sciences, Personal Care & Household, Specialty Additives, and Intermediates and Solvents. Unallocated and Other includes corporate governance activities and certain legacy matters. The historical segment information has been recast to conform to the current segment structure.

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 indirect corporate costs previously allocated to Performance Adhesives. These costs are now reflected in Unallocated and Other for all periods presented.

M-16

The following table shows sales, operating income, depreciation and amortization and EBITDA by reportable segment for each of the last three years ended September 30.

(In millions)202120202019
Sales
Life Sciences$737$708$732
Personal Care & Household592615651
Specialty Additives655589654
Intermediates and Solvents178129160
Intersegment sales (a)(51)(25)(49)
$2,111$2,016$2,148
Operating income (loss)
Life Sciences$130$123$114
Personal Care & Household (b)73(296)85
Specialty Additives (b)61(132)18
Intermediates and Solvents35(10)28
Unallocated and Other(118)(148)(159)
$181$(463)$86
Depreciation expense
Life Sciences$36$33$33
Personal Care & Household394142
Specialty Additives666298
Intermediates and Solvents121310
Unallocated and Other125
$154$151$188
Amortization expense (c)
Life Sciences$28$27$28
Personal Care & Household423637
Specialty Additives191921
Intermediates and Solvents113
Unallocated and Other1
$90$84$89
EBITDA (d) (e)
Life Sciences$194$183$175
Personal Care & Household154(219)164
Specialty Additives146(51)137
Intermediates and Solvents48441
Unallocated and Other(117)(145)(154)
$425$(228)$363

(a) Intersegment sales from Intermediates and Solvents are accounted for at prices that approximate fair value. All other intersegment sales are accounted for at cost.

(b) Includes a fixed asset impairment of $3 million related to Personal Care & Household and a capital project impairment of $10 million related to Specialty Additives for the year ended September 30, 2021.

(c) Includes amortization of $4 million for the year ended September 30, 2019 related to land-use-rights associated with other non-current assets.

(d) 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.

(e) Includes $39 million of accelerated depreciation for the year ended September 30, 2019.

M-17

Life Sciences

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

2021 compared to 2020

Life Sciences' sales for the current year increased $29 million to $737 million compared to 2020. Favorable currency exchange, favorable volume and favorable pricing increased sales by $14 million, $11 million and $4 million, respectively.

Operating income increased $7 million to $130 million compared to 2020. Favorable foreign currency exchange and higher volume increased operating income $12 million and $3 million, respectively, offset by unfavorable pricing and higher production costs, and environmental reserve adjustments of $14 million, $4 million, and $1 million, respectively. Additionally, there were $11 million of inventory control costs in 2020.

EBITDA for the current year increased $11 million to $194 million compared to 2020. Adjusted EBITDA was flat year over year, while adjusted EBITDA margin decreased 1.0 percentage points in the current period to 26.5%.

2020 compared to 2019

Life Sciences' sales for 2020 decreased $24 million to $708 million compared to 2019. Plant restructuring, unfavorable foreign currency exchange, lower volume and lower pricing reduced sales by $9 million, $6 million, $5 million and $4 million, respectively.

Operating income for 2020 increased $9 million to $123 million compared to 2019. Favorable price/mix and lower production costs contributed increases of $19 million and $3 million, respectively, partially offset by inventory control costs and lower volume of $11 million and $2 million, respectively.

EBITDA for 2020 increased $8 million to $183 million compared to 2019. Adjusted EBITDA increased $20 million to $195 million. Adjusted EBITDA margin increased 3.6 percentage points in 2020 to 27.5%.

EBITDA and Adjusted EBITDA reconciliation

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

The following EBITDA presentation for the years ended September 30, 2021, 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 Life Sciences.

The key items during year ended September 30, 2021 related to environmental reserve adjustments of $1 million.

The key items during year ended September 30, 2020 related to inventory control measures of $11 million and restructuring costs of $1 million.

M-18

Life Sciences
(In millions)202120202019
Operating income$130$123$114
Depreciation and amortization646061
EBITDA194183175
Restructuring and other costs1
Environmental reserve adjustments1
Inventory control measures11
Adjusted EBITDA$195$195$175

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 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.

On April 30, 2021, Ashland completed the $312 million acquisition of the personal care business from Schülke. The completion of the acquisition is expected to strengthen the profitable growth of the personal care and household segment, enhance the specialty ingredients solutions and expand the biotechnology and microbiology technical competencies.

2021 compared to 2020

Personal Care & Household's sales for the current year decreased $23 million to $592 million compared to 2020. Unfavorable volume and product pricing decreased sales by $64 million and $3 million, respectively. These decreases were partially offset by the Schülke acquisition and foreign currency, which increased sales by $32 million and $12 million, respectively.

Operating income/loss for the current year increased $369 million to income of $73 million compared to 2020. Favorable foreign currency exchange, lower costs, a prior year goodwill impairment and prior year inventory control costs increased operating income by $6 million, $37 million, $356 million and $13 million, respectively. These increases were partially offset by an inventory adjustment related to the Schülke acquisition, lower volume, unfavorable price/mix, a plant restructuring related impairment charge, and storm related unplanned plant shutdown costs which decreased operating income by $4 million, $23 million, $2 million, $3 million, and $11 million, respectively.

EBITDA for the current year increased $373 million to income of $154 million compared to 2020. Adjusted EBITDA increased $11 million to $161 million. Adjusted EBITDA margin increased 2.8 percentage points in the current period to 27.2%.

2020 compared to 2019

Personal Care & Household's sales for 2020 decreased $36 million to $615 million compared to 2019. Lower volume, unfavorable currency exchange, plant restructuring and lower pricing decreased sales by $27 million, $2 million, $2 million and $5 million, respectively. During 2020, sales volumes were impacted by economic circumstances brought on by the COVID-19 pandemic.

Operating income/loss for 2020 decreased $381 million to a loss of $296 million compared to 2019. Goodwill impairments, unfavorable costs, inventory control measures and lower volume decreased operating income by $356 million, $19 million, $13 million and $8 million, respectively. Those decreases were partially offset by favorable price/mix which increased operating income/loss by $15 million.

EBITDA for 2020 decreased $383 million to a loss of $219 million compared to 2019, while Adjusted EBITDA decreased $14 million to income of $150 million. Adjusted EBITDA margin decreased 0.8 percentage point in 2020 to 24.4%.

EBITDA and Adjusted EBITDA reconciliation

M-19

The following EBITDA presentation for the years ended September 30, 2021, 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 Personal Care & Household.

The key items during year ended September 30, 2021 related to inventory adjustments of $4 million and an asset impairment of $3 million.

The key items during year ended September 30, 2020 related to a goodwill impairment of $356 million and $13 million in inventory control measures.

Personal Care & Household
(In millions)202120202019
Operating income$73$(296)$85
Depreciation and amortization817779
EBITDA154(219)164
Inventory adjustment4
Asset impairment3
Goodwill impairment356
Inventory control measures13
Adjusted EBITDA$161$150$164

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.

2021 compared to 2020

Specialty Additives sales for the current year increased $66 million to $655 million compared to 2020. Higher volume, favorable currency exchange, and product pricing increased sales by $44 million, $19 million, and $3 million, respectively.

Operating income/loss for the current year increased $193 million to $61 million compared to 2020. Higher volume, favorable price/mix, foreign currency exchange, a prior year goodwill impairment charge and prior year inventory control costs increased operating income by $12 million, $14 million, $2 million, $174 million and $18 million, respectively. Those improvements were partially offset by higher production costs and a capital project impairment of $17 million and $10 million, respectively.

EBITDA for the current year increased $197 to $146 million compared to 2020, Adjusted EBITDA increased $15 million to $158 million and Adjusted EBITDA margin decreased 0.2 percentage points in 2021 to 24.1%.

2020 compared to 2019

Specialty Additives sales for 2020 decreased $65 million to $589 million compared to 2019. Lower volume, due primarily to lower industrial demand reflecting the impact of the COVID-19 pandemic, unfavorable currency exchange, plant restructuring and lower pricing decreased sales by $52 million, $2 million, $6 million and $5 million, respectively.

M-20

Operating income/loss for 2020 year decreased $150 million to a loss of $132 million compared to 2019. Goodwill impairment, inventory control measures, lower volume and increased production costs decreased operating income by $174 million, $18 million, $15 million and $4 million, respectively. Those decreases were partially offset by 2019 plant restructuring/shutdown costs and favorable price/mix of $50 million and $11 million, respectively.

EBITDA for 2020 decreased $150 to a loss of $51 million compared to 2019, while Adjusted EBITDA decreased $7 million to $143 million. Adjusted EBITDA margin increased 1.4 percentage points in 2020 to 24.3%.

EBITDA and adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2021, 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 Specialty Additives.

The key items during 2021 included $10 million and $2 million related to a capital project impairment and environmental reserve adjustments within Specialty Additives, respectively.

The key items during 2020 included $174 million related to Goodwill impairment, $18 million for inventory control measures and $2 million of environmental reserve adjustments.

The key items during 2019 included $38 million of accelerated depreciation related to a planned facility closure, $10 million of costs related to restructuring activity at certain manufacturing plants, $2 million for an unplanned plant shutdown and $1 million of environmental reserve adjustments for Specialty Additives.

Specialty Additives
(In millions)202120202019
Operating income$61$(132)$18
Depreciation and amortization (a)858181
EBITDA146(51)99
Restructuring and other costs10
Goodwill impairment174
Asset impairment10
Inventory control measures18
Accelerated depreciation38
Environmental reserve adjustments221
Unplanned plant shutdown2
Adjusted EBITDA$158$143$150

(a)
Depreciation and amortization excludes accelerated depreciation of $38 million for the year ended September 30, 2019.

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. BDO is also supplied to Life Sciences, Personal Care, and Specialty Additives for use as a raw material.

2021 compared to 2020

Intermediates and Solvents’ sales for 2021 increased $49 million to $178 million compared to 2020 primarily due to higher product pricing, higher volume, and favorable foreign exchange increasing sales $31 million, $17 million, and $1 million, respectively.

Operating income/loss for 2021 increased $45 million to income of $35 million compared to 2020. Pricing/mix, lower production costs, prior year inventory adjustments, and favorable foreign exchange increased operating income by $28 million, $9 million, $9 million, and $1 million, respectively. This increase was partially offset by unfavorable volume which decreased operating income by $2 million.

M-21

EBITDA for 2021 increased $44 million to $48 million compared to 2020, while Adjusted EBITDA increased $35 million to $48 million. Adjusted EBITDA margin increased 16.9 percentage points in 2021 to 27.0%.

2020 compared to 2019

Intermediates and Solvents’ sales for 2020 decreased $31 million to $129 million compared to 2019. Lower volume, due primarily to lower industrial demand reflecting the impact of the COVID-19 pandemic, and lower pricing decreased sales by $19 million and $12 million, respectively.

Operating income/loss for 2020 decreased $38 million to a loss of $10 million compared to 2019. Inventory control measures, lower volume and unfavorable costs decreased operating income by $9 million, $10 million and $19 million, respectively.

EBITDA for 2020 decreased $37 million to $4 million compared to 2019, while Adjusted EBITDA decreased $28 million to $13 million. Adjusted EBITDA margin decreased 15.5 percentage points in 2020 to 10.1%.

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the years ended September 30, 2021, 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.

Key items for 2020 included inventory control measures of $9 million. There were no unusual or key items that affected comparability for EBITDA during 2021 or 2019.

Intermediates & Solvents
(In millions)202120202019
Operating income$35$(10)$28
Depreciation and amortization131413
EBITDA48441
Inventory control measures9
Adjusted EBITDA$48$13$41

Unallocated and other

The following table summarizes the key components of the Unallocated and other segment’s operating income (loss) for each of the last three years ended September 30.

Unallocated and Other
(In millions)202120202019
Restructuring activities$(25)$(78)$(108)
Environmental expenses(40)(33)(25)
Legal settlement/reserve(2)
Tax indemnity expense(6)
Proxy costs(4)
Other expenses (primarily governance and legacy expenses)(53)(35)(16)
Total expense$(118)$(148)$(159)

Unallocated and other recorded expense of $118 million, $148 million and $159 million for 2021, 2020 and 2019 respectively. The charges for restructuring activities of $25 million, $78 million and $108 million during 2021, 2020 and 2019, respectively, were primarily comprised of the following items:


$10 million, $58 million and $42 million of severance, lease abandonment and other restructuring costs related to company-wide cost reduction programs during 2021, 2020 and 2019, respectively;


$4 million of impairment related to the planned sale of an office building during 2019;


$15 million, $20 million and $62 million of stranded divestiture costs during 2021, 2020 and 2019, respectively;

M-22

The remaining items included: $40 million for environmental expenses in 2021, $33 million for environmental expenses and $2 million for legal settlement reserves in 2020, and $25 million for environmental expenses, $6 million for tax indemnity costs and $4 million in proxy defense costs in 2019.

Other expenses between periods were driven by changes in governance and legacy expenses associated with foreign currency, deferred compensation, stock compensation and incentive compensation.

FINANCIAL POSITION

Liquidity

Ashland had $210 million in cash and cash equivalents as of September 30, 2021, of which $183 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. However, due to the Tax Act enacted in 2018, Ashland may reassess this position as it pertains to future earnings.

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 global markets. On March 17, 2021, Ashland terminated its U.S. accounts receivable securitization facility and entered into an agreement with a group of entities to sell certain trade receivables, without recourse, of two U.S. based Ashland subsidiaries. Under the agreement, Ashland can transfer whole receivables up to a limit established by the buyer. As of September 30, 2021, Ashland has sold $113 million of receivables under this agreement against the buyers’ limit, which was at $125 million at September 30, 2021. During the fourth quarter of Fiscal 2021, Ashland issued new 3.375% Notes in the amount of $450 million, which will mature in 2031, and used part of the proceeds to retire its 4.75% Senior notes, which were due to mature in 2022 for $427 million, including $16 million of premiums paid to the holders of the bond. 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 fiscal 2021, Ashland elected to access $225 million on its Revolving Credit Facility, to partially fund an accelerated share repurchase. As of September 30, 2021, Ashland has total remaining borrowing capacity of $356 million available under the Revolving Credit Facility and foreign Accounts Receivable Securitization Facility. Ashland also had an additional $12 million available liquidity under the U.S. Accounts Receivable Sales Program as of September 30, 2021. Ashland has no significant maturities related to our term loans, revolving credit facilities or bonds until fiscal 2025. See Note I for more information.

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 its liquidity and capital resources, please see Item 1A. Risk Factors in this report.

Ashland’s cash flows from operating, investing and financing activities, as reflected in the Statements of Consolidated Cash Flows, are summarized as follows.

(In millions)202120202019
Cash provided (used) by:
Operating activities from continuing operations$466$227$140
Investing activities from continuing operations(367)(85)(111)
Financing activities from continuing operations(426)9(1,149)
Discontinued operations80691,061
Effect of currency exchange rate changes on cash and cash equivalents32(3)
Net increase (decrease) in cash and cash equivalents$(244)$222$(62)

M-23

Ashland paid income taxes of $1 million during 2021 compared to $91 million in 2020 and $67 million in 2019. Cash receipts for interest income were $1 million in 2021, $1 million in 2020 and $3 million in 2019, while cash payments for interest expense amounted to $62 million in 2021, $77 million in 2020 and $124 million in 2019.

Operating activities

The following discloses the cash flows associated with Ashland’s operating activities for 2021, 2020 and 2019, respectively.

(In millions)202120202019
Cash flows provided (used) by operating activities from continuing operations
Net income (loss)$220$(508)$505
Income from discontinued operations (net of tax)(47)(47)(544)
Adjustments to reconcile income from continuing operations to cash flows from operating activities
Depreciation and amortization244235277
Original issue discount and debt issuance cost amortization71513
Deferred income taxes(26)(42)18
Distributions from equity affiliates11
Gain from sales of property and equipment(4)
Stock based compensation expense - Note P151421
Excess tax benefits on stock based compensation2111
Loss on early retirement of debt1659
Income from restricted investments(33)(30)(17)
Income on acquisitions and divestitures - Notes B and C(15)(3)
Impairments135308
Pension contributions(8)(6)(5)
Gain on pension and other postretirement plan remeasurements1(1)(8)
Change in operating assets and liabilities (a)809(139)
Total cash flows provided by operating activities from continuing operations$466$227$140

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

Cash flows provided by operating activities from continuing operations, a major source of Ashland’s liquidity, amounted to $466 million in 2021, $227 million in 2020 and $140 million in 2019.

Operating Activities - Operating Assets and Liabilities

The cash results during each year were primarily driven by net income, excluding discontinued operation results, adjusted for certain non-cash items including depreciation and amortization (including debt issuance cost amortization), losses on acquisitions and divestitures 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.

The following details certain changes in key operating assets and liabilities for 2021, 2020 and 2019, respectively.

(In millions)202120202019
Cash flows from assets and liabilities (a)
Accounts receivable$72$2$37
Inventories4164(6)
Trade and other payables3(46)(70)
Other assets and liabilities(36)(11)(100)
Change in operating assets and liabilities$80$9$(139)

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

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Changes in net working capital accounted for inflows of $116 million in 2021, compared to inflows of $20 million in 2020 and outflows of $39 million in 2019, and were driven by the following:


Accounts receivable – Changes in accounts receivable resulted in inflows of $72 million, $2 million, and $37 million in 2021, 2020 and 2019, respectively, and were primarily related $92 million of inflows from the U.S. Accounts Receivable Sales Program and to sales volumes in each period.


Inventory – Changes in inventory resulted in cash inflows of $41 million and $64 million in 2021 and 2020 compared to cash outflows of $6 million in 2019 and were primarily driven by inventory management activities, including significant plant shut-downs in the fourth quarter of 2020.


Trade and other payables – Changes in trade and other payables resulted in cash inflows of $3 million in 2021, and cash outflows of $46 million and $70 million in 2020 and 2019, respectively, and primarily related to the timing of certain payments.

The remaining cash outflows of $36 million, $11 million and $100 million in 2021, 2020 and 2019, respectively, 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 such as payments associated with environmental remediation.

Operating Activities - Summary

Operating cash flows for 2021 included income from continuing operations of $173 million and non-cash adjustments of $244 million for depreciation and amortization, $15 million for stock-based compensation expense, $16 million for losses on early retirement of debt, $33 million of income from restricted investments, $15 million of income on acquisitions and divestitures and $13 million for impairment charges.

Operating cash flows for 2020 included loss from continuing operations of $555 million and non-cash adjustments of $530 million for a goodwill impairment charge, $235 million for depreciation and amortization, $59 million loss on early retirement of debt, $15 million original issue discounts and debt issuance cost amortization and $42 million for deferred income taxes. Operating cash flows for 2020 also included non-cash adjustments of $14 million related for stock-based compensation expense and $30 million income from restricted investments.

Operating cash flows for 2019 included loss from continuing operations of $39 million and non-cash adjustments of $277 million for depreciation and amortization and $18 million for deferred income taxes. The adjustment for deferred income taxes during 2019 included the final adjustment related to the enactment of the Tax Act during 2018. Operating cash flows for 2019 also included non-cash adjustments of $21 million for stock-based compensation, $8 million related to asset impairment charges, $8 million of net gains on pension and other postretirement plan remeasurements, $13 million for debt issuance cost amortization, and $17 million income from restricted investments.

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Investing activities

The following discloses the cash flows associated with Ashland’s investing activities for 2021, 2020 and 2019.

(In millions)202120202019
Cash flows provided (used) by investing activities from continuing operations
Additions to property, plant and equipment$(105)$(133)$(147)
Proceeds from disposal of property, plant and equipment559
Purchase of operations - net of cash acquired(309)(2)
Proceeds from sale or restructuring of operations149
Proceeds from settlement of Company-owned life insurance contracts9183
Company-owned life insurance payments(6)(6)(3)
Net purchases of funds restricted for specific transactions(91)(3)(7)
Reimbursement from restricted investments333532
Proceeds from sale of securities14921348
Purchase of securities(149)(21)(348)
Proceeds from the settlement of derivative instruments16
Payments for the settlement of derivative instruments(2)
Total cash flows used by investing activities from continuing operations$(367)$(85)$(111)

Cash used by investing activities was $367 million in 2021 compared to $85 million and $111 million in 2020 and 2019, respectively. The significant cash investing activities for the current year primarily related to cash outflows of $105 million for capital expenditures and $309 million related to the purchase of the Schülke personal care business. Additionally, there were reimbursements of $33 million from the restricted renewable annual asbestos trust and $14 million of proceeds from the sale of a manufacturing facility as well as post-closing adjustments. During the fourth quarter of fiscal 2021, Ashland liquidated $90 million in company owned life insurance contracts to initiate the environmental trust.

The 2020 year included cash outflows of $133 million for capital expenditures. Additionally, there were reimbursements of $35 million from the restricted renewable annual asbestos trust and $9 million of proceeds from the sale of a manufacturing facility.

The 2019 year included cash outflows of $147 million for capital expenditures. Additionally, there were reimbursements of $32 million from the restricted renewable annual asbestos trust.

Financing activities

The following discloses the cash flows associated with Ashland’s financing activities for 2021, 2020 and 2019, respectively.

(In millions)202120202019
Cash flows provided (used) by financing activities from continuing operations
Proceeds from issuance of long-term debt$450$804$
Repayment of long-term debt(411)(767)(797)
Premium on long-term debt repayment(16)(59)
Proceeds from (repayment of) short-term debt84115(78)
Repurchase of common stock(450)(200)
Debt issuance costs(6)(11)
Cash dividends paid(70)(66)(64)
Stock based compensation employee withholding taxes paid in cash(7)(7)(10)
Total cash flows provided (used) by financing activities from continuing operations$(426)$9$(1,149)

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Cash provided (used) by financing activities was $(426) million for 2021, $9 million for 2020, and $(1,149) million for 2019. Significant cash financing activities for 2021 included $411 million for the full repayment of the 4.750% notes due 2022, $16 million of premiums paid on the retirement of the aforementioned notes, $450 million of proceeds from the issuance of new 3.375% senior notes due 2031, payments of $6 million of new debt issuance costs, and short-term debt of $84 million. See note I for additional information. 2021 also included cash dividends paid of $1.15 per share, for a total of $70 million and common stock repurchases of $450 million.

Significant cash financing activities for 2020 included proceeds from issuance of long-term debt, repayment of long-term debt, premiums paid on retirement of long-term debt, and debt issuance costs paid of $804 million, $767 million, $59 million and $11 million, respectively, all related to debt refinancing activity. See note I for additional information. 2020 also included short-term cash inflows of $115 million, primarily related to draws on the 2020 Revolving Credit Facility and cash dividends paid of $1.10 per share, for a total of $66 million.

Significant cash financing activities for 2019 included a cash outflow of $797 million for repayments of long-term debt, including $593 million for the full repayment of the term loan B facility, $195 million for the full repayment of the five-year term loan A facility, $5 million for repayments of the Series B – 9.35% Medium Term Notes, $3 million for repayments of the 4.75% Senior Notes due 2022, and $1 million for the 6.875% Senior Notes due 2043. 2019 also included short-term debt net repayments of $78 million related to the revolving credit facility, the accounts receivable securitization facilities and a short-term loan facility. The revolving credit facility and the outstanding balance of the three-year term loan A facility were repaid primarily using cash from repatriations. 2019 also included cash dividends paid of $1.05 per share, for a total of $64 million and common stock repurchases of $200 million.

Cash provided (used) by discontinued operations

The following discloses the cash flows associated with Ashland’s discontinued operations for 2021, 2020 and 2019, respectively.

(In millions)202120202019
Cash provided (used) by discontinued operations
Operating cash flows$94$(24)$101
Investing cash flows(14)93960
Total cash provided (used) by discontinued operations$80$69$1,061

Cash flows for discontinued operations in 2021, 2020 and 2019 primarily related to net cash inflows of $88 million related to the Performance Adhesives segment and a $30 million cash inflow for a tax refund associated with the Composites divestiture in 2021; $80 million inflows related to the Performance Adhesives segment, $98 million inflows related to the sale of the Maleic business and $59 million cash outflows for tax payments associated with the sale of the Composites business and Marl facility in 2020; and $81 million inflows related to the Performance Adhesives segment, $1 billion (which includes net proceeds from the completed sale of the Composites business (excluding the Maleic business) and Marl facility of $972 million) related to the divestiture of the Composites business (including the Maleic business) and Marl facility in 2019, respectively. The remaining cash flows for discontinued operations for these years related to other previously divested businesses, including net payments of asbestos and environmental liabilities.

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Free cash flow and other liquidity information

The following represents Ashland’s calculation of free cash flow for the disclosed periods and reconciles free cash flow to cash flows provided by operating activities from continuing operations. Free cash flow does not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments. See “Results of Operations - Consolidated Review - Use of non-GAAP measures” for additional information.

September 30
(In millions)202120202019
Cash flows provided by operating activities from continuing operations$466$227$140
Less:
Additions to property, plant and equipment(105)(133)(147)
Free cash flows (a) (b)$361$94$(7)

(a) Included $44 million, $30 million and $61 million of restructuring-related and separation payments during 2021, 2020 and 2019, respectively.

(b) Includes $92 million of cash inflows during 2021 associated with the U.S. Accounts Receivable Sales Program.

At September 30, 2021, working capital (current assets minus current liabilities, excluding long-term debt due within one year) amounted to $792 million, compared to $734 million at the end of 2020. Liquid assets (cash, cash equivalents and accounts receivable) amounted to 62% of current liabilities at September 30, 2021 and 110% at September 30, 2020.

The following summary reflects Ashland’s cash, investment securities and unused borrowing capacity as of September 30, 2021, 2020 and 2019.

September 30
(In millions)202120202019
Cash and cash equivalents$210$454$232
Unused borrowing capacity
Revolving credit facility$356$500$752
2018 accounts receivable securitization (foreign)
2012 accounts receivable securitization (U.S.)48
Accounts receivable sales program (U.S.)12

The borrowing capacity remaining under the $600 million revolving credit facility was $356 million due to an outstanding balance of $225 million and a reduction of $19 million for letters of credit outstanding at September 30, 2021. In total, Ashland’s available liquidity position, which includes cash, the revolving credit facilities and accounts receivable securitization facilities, was $566 million at September 30, 2021 as compared to $954 million at September 30, 2020 and $1,032 million at September 30, 2019. Ashland also had an additional $12 million of liquidity available under the U.S. accounts receivable sales program as of September 30, 2021. For further information, see Note I within the Notes to Consolidated Financial Statements.

Capital resources

Debt

The following summary reflects Ashland’s debt as of September 30, 2021 and 2020.

September 30
(In millions)20212020
Short-term debt (includes current portion of long-term debt)$374$280
Long-term debt (less current portion and debt issuance cost discounts) (a)1,5961,573
Total debt$1,970$1,853

(a) Includes $17 million and $15 million of debt issuance cost discounts as of September 30, 2021 and 2020, respectively.

During fiscal 2021, Ashland completed the issuance of 3.375% senior unsecured notes due 2031 with an aggregate principal amount of $450 million. Ashland used the net proceeds of the offering to redeem its obligations under the existing 4.750% senior notes due 2022 for a total of $411 million. During fiscal 2020, Ashland entered into a new credit facility, the 2020 Credit Agreement, which was comprised of a $600 million, 5-year credit facility and a $250 million 5-year term loan. Additionally,

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Ashland issued new 8-year Senior notes in Europe, for approximately $554 million. The proceeds of these debt issuances were primarily used to tender for $767 million of Senior notes. See Note I for more information.

The current portion of long-term debt was $9 million at September 30, 2021. Debt as a percent of capital employed was 42% at September 30, 2021 and 38% at September 30, 2020. At September 30, 2021, Ashland’s total debt had an outstanding principal balance of $2,027 million, discounts of $40 million and debt issuance costs of $17 million. The scheduled aggregate maturities of long-term debt for the next five fiscal years (including the current portion and excluding debt issuance costs) are as follows: $9 in 2022, $22 million in 2023, $44 million in 2024, $175 million in 2025, and zero in 2026.

Credit Agreements and Refinancing

Note Issuance and existing notes tender

During August 2021, a subsidiary of Ashland, Ashland LLC, completed the issuance of 3.375% senior unsecured notes due 2031 with an aggregate principal amount of $450 million (the 2031 Notes). The 2031 notes are senior unsecured obligations of Ashland LLC and initially guaranteed on an unsecured basis by Ashland Global Holdings Inc. Ashland used the net proceeds of the offering (after deducting initial purchasers' discounts and other fees and expenses) to redeem its obligations under the existing 4.750% senior notes due 2022 described below in debt repayments, and to pay fees and expenses associated therewith.

Ashland incurred $6 million of new debt issuance costs in connection with the 2031 Notes, which is amortized using the effective interest method over the Notes' term and was included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

During January 2020, a subsidiary of Ashland, Ashland Services B.V., completed the issuance of 2.00% senior unsecured notes due 2028 with an aggregate principal amount of €500 million (the 2028 Notes). The 2028 notes are senior unsecured obligations of Ashland Services B.V and initially guaranteed on an unsecured basis by each of Ashland Global Holdings Inc. and Ashland LLC. Ashland used the net proceeds of the offering (after deducting initial purchasers’ discounts and other fees and expenses), together with the proceeds of the new term loan facility and other funds of Ashland LLC or its subsidiaries, to repurchase the existing notes described below in cash tender offers, and to pay fees and expenses associated therewith. Ashland incurred $8 million of new debt issuance costs in connection with the 2028 Notes, which is amortized using the effective interest method over the 2028 Notes’ term.

2020 Credit Agreement

During January 2020, Ashland LLC and Ashland Services B.V., indirect and wholly owned subsidiaries of Ashland, entered into a new senior unsecured credit agreement (the 2020 Credit Agreement) with a group of lenders, replacing the 2017 Credit Agreement. The 2020 Credit Agreement provides for (i) a $600 million unsecured five-year revolving credit facility (the 2020 Revolving Credit Facility) and (ii) a $250 million unsecured five-year term loan facility (the 2020 Term Loan Facility). The 2020 Credit Agreement is guaranteed by Ashland Global Holdings Inc. and Ashland Chemco Inc., and the obligations of Ashland Services B.V. under the 2020 Revolving Credit Facility are guaranteed by Ashland LLC. Proceeds of borrowings under the 2020 Revolving Credit Facility were used to refinance the Ashland’s existing 2017 Credit Agreement, to provide ongoing working capital and for other general corporate purposes. The proceeds under the 2020 Term Loan Facility were used to refinance a portion of Ashland’s outstanding 4.750% Senior Notes due 2022, 6.875% Senior Notes due 2043 and Hercules LLC’s 6.500% junior subordinated debentures.

At Ashland’s option, loans issued under the 2020 Credit Agreement bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. Loans initially bear interest at LIBOR plus 1.375% per annum, in the case of LIBOR borrowings, or at the alternate base rate plus 0.375%, in the alternative, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between LIBOR plus 1.250% per annum and LIBOR plus 1.750% per annum (or between the alternate base rate plus 0.250% per annum and the alternate base rate plus 0.750% annum), based upon the consolidated net leverage ratio (as defined in the 2020 Credit Agreement) at such time. In addition, Ashland is initially required to pay fees of 0.20% per annum on the daily unused amount of the 2020 Revolving Facility through and including the date of delivery of a compliance certificate, and thereafter the fee rate will fluctuate between 0.15% and 0.30% per annum, based upon the consolidated net leverage ratio. The Credit Facilities may be prepaid at any time without premium.

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The term loan A (TLA) Facility will not amortize in each of the first and second years and will amortize at a rate of 5.0% per annum, 10% per annum and 20% per annum in the third, fourth and fifth years, respectively (payable in equal quarterly installments), with the outstanding balance of the TLA Facility to be paid on January 10, 2025.

The 2020 Credit Agreement contains financial covenants for leverage and interest coverage ratios akin to those in effect under the 2017 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 indebtedness, further negative pledges, investments, mergers, sale of assets and restricted payments, and other customary limitations.

Ashland incurred $4 million of new debt issuance costs in connection with the 2020 Credit Agreement, of which $1 million was expensed immediately during 2020 within the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss). The remaining balance is amortized using either the effective interest method or straight-line method.

Financing activity related to the 2017 Credit Agreement

During 2019, Ashland utilized proceeds from the sale of its Composites business (excluding the Maleic business) and the Marl facility to repay the remaining principal balance of the TLA Facility and the TLB Facility. As a result of these repayments, Ashland recognized accelerated amortization of previously capitalized debt issuance costs of $6 million during 2019, which was included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

During January 2020, Ashland entered into the 2020 Credit Agreement, replacing the 2017 Credit Agreement. As a result of the termination of the 2017 Credit Agreement, Ashland recognized a $1 million charge for accelerated amortization of previously capitalized debt issuance costs during 2020, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

Debt repayments and repurchases

Cash repatriation

During 2021 and 2020, Ashland repatriated approximately $131 million and $576 million (including the proceeds of the 2020 senior notes due 2028), respectively, in cash that was primarily used to repay existing debt, principally portions of the 4.75% senior notes due 2022, the 6.875% senior notes due 2043 and the 6.5% junior notes in 2020 and the TLA Facility and TLB Facility in 2019 (as previously discussed).

2021 Debt repayments and repurchases

Redemption of 4.750% senior notes due 2022

During 2021, Ashland redeemed all of its outstanding 4.750% senior notes due 2022 (the 2022 Notes), of which approximately $411 million were outstanding. Ashland recognized a $1 million charge related to accelerated accretion on debt discounts and accelerated amortization of previously capitalized debt issuance costs, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss). Proceeds from the 2031 Notes were used to pay for the redemption.

Total premiums paid for all the tender offers in 2021 noted above were $16 million, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

2020 Debt repayments and repurchases

Tender offers of 4.750% notes due 2022

During 2020, Ashland executed tender offers of its 4.750% notes due 2022 (the 2022 Notes). As a result of these repurchases, the carrying values of the 2022 Notes was reduced by $670 million. Ashland recognized a $5 million charge related to accelerated accretion on debt discounts and accelerated amortization of previously capitalized debt issuance costs, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

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Tender offers of 6.875% notes due 2043

During 2020, Ashland executed tender offers of its 6.875% notes due 2043 (the 2043 Notes). As a result of these repurchases, the carrying values of the 2043 Notes was reduced by $92 million. Ashland recognized a $1 million charge related to accelerated accretion on debt premiums and accelerated amortization of previously capitalized debt issuance costs, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

Tender offers of 6.500% Junior Subordinated Debentures due 2029

During 2020, Ashland executed tender offers of Hercules LLC’s 6.500% junior subordinated debentures due 2029 (the 2029 Junior Debentures). As a result of these repurchases, the carrying values of the 2029 Junior Debentures was reduced by $2 million.

Total premiums paid for all the tender offers in 2020 noted above were $59 million, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

2019 Debt repayments and repurchases

Repayment of the Term loan A due 2022

During 2019, Ashland repaid all of the outstanding principal balance of its term loan A for a total of $195 million. As a result of these repayments, Ashland recognized accelerated amortization of previously capitalized debt issuance costs of $1 million during 2019, which was included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

Repayment of the Term loan B due 2024

During 2019, Ashland repaid all of the outstanding principal balance of its term loan B for a total of $593 million. As a result of these repayments, Ashland recognized accelerated amortization of previously capitalized debt issuance costs of $5 million during 2019, which was included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

Redemption of 9.35% notes due 2019

During 2019, Ashland redeemed all of its outstanding 9.35% medium term notes due 2019, of which approximately $5 million were outstanding. Cash on hand was used to pay for the redemption.

Open market repurchases of 4.750% notes due 2022 and 6.875% notes due 2043

During 2019, Ashland executed open market repurchases of its 4.750% notes due 2022 (2022 Senior Notes) and its 6.875% notes due 2043 (2043 Senior Notes). As a result of these repurchases, the carrying values of the 2022 and 2043 Senior Notes were reduced by $3 million and $1 million, respectively.

Accounts receivable securitizations

U.S. Accounts Receivable Sales Program

On March 17, 2021, a wholly-owned, bankruptcy-remote special purpose entity (SPE) and consolidated Ashland subsidiary entered into an agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of two other U.S. based Ashland subsidiaries. Under the agreement, Ashland can transfer whole receivables up to a limit established by the buyer, which is currently set at $125 million between February and October of each year and up to $100 million all other times. Ashland’s continuing involvement is limited to servicing the receivables, including billing, collections and remittance of payments to the buyers as well as a limited guarantee on over-collateralization. The arrangement terminates on May 31, 2023, unless terminated earlier pursuant to the terms of the agreement.

Ashland determined that any receivables transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership. Ashland received a true sale at law and non-consolidation opinions to support the legal isolation of these receivables. Consequently, Ashland accounts for the receivables transferred to buyers as part of this agreement as a sale. Ashland recognizes any gains or losses based on the excess of proceeds received net of buyer’s discounts and fees compared to the carrying value of the assets. Proceeds received, net of buyer’s discounts and fees, are recorded

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within the operating activities of the Statement of Consolidated Cash Flows. Losses on sale of assets, including related transaction expenses are recorded within the Net interest and other expense (income) caption of the Statement of Consolidated Comprehensive Income (Loss). Ashland regularly assesses its servicing obligations and records them as assets or liabilities when appropriate. Ashland also monitors its obligation with regards to the limited guarantee and records the resulting guarantee liability when warranted. When applicable, Ashland discloses the amount of the receivable that serves as over-collateralization as a restricted asset.

Ashland recognized a $1 million loss within its Statement of Consolidated Comprehensive Income (Loss) for the year ended September 30, 2021 within the net interest and other expense (income) caption associated with sales under the program. Ashland has recorded $113 million of sales against the buyer’s limit, which was $125 million at September 30, 2021. Ashland transferred $167 million in receivables to the SPE as of September 30, 2021. Ashland recorded liabilities related to its service obligations and limited guarantee as of September 30, 2021 of less than $1 million. As of September 30, 2021, the year-to-date gross cash proceeds received for receivables transferred and derecognized was $432 million, of which $319 million was collected. The difference of $113 million represents the proceeds from new transfers of receivables as of September 30, 2021, of which $21 million related to Performance Adhesives.

2018 foreign accounts receivable securitization

During July 2018, Ashland entered into a €115 million accounts receivable securitization facility (the Program) for the transfer by certain subsidiaries of Ashland (the Sellers) directly or indirectly to Ester Finance Titrisation (the Purchaser), a wholly-owned subsidiary of Crédit Agricole Corporate and Investment Bank (the Arranger), of certain receivables and/or collections originated by the Sellers towards certain corporate debtors located in multiple European jurisdictions and denominated in multiple currencies. The Program originally had a term of two years but was extended to August 2021 in September 2019. During July 2021, the termination date of the program was extended to July 2023. During July 2020, the available funding for qualified receivables under the accounts receivable securitization facility decreased from €115 million to €100 million.

Under the Program, each Seller will assign, on an ongoing basis, certain of its accounts receivable and the right to the collections on those accounts receivable to the Purchaser. Under the terms of the Program, the Sellers could, from time to time, obtain up to €100 million from the Purchaser through the sale of an undivided interest in such accounts receivable and collections. Ashland accounts for the securitization facility as secured borrowings, and the receivables sold pursuant to the facility are included in the Consolidated Balance Sheets as accounts receivable. Fundings under the Program will be repaid as accounts receivable are collected, with new fundings being advanced (through daily advanced purchase price) as new accounts receivable are originated by the Sellers and assigned to the Purchaser, with settlement occurring monthly. Ashland classifies any borrowings under this facility as a short-term debt instrument within the Consolidated Balance Sheets. Once sold to the Purchaser, the accounts receivable and rights to collection described above are separate and distinct from each Sellers’ own assets and are not available to its creditors should such Sellers become insolvent.

At September 30, 2021 and 2020, the outstanding amount of accounts receivable transferred by Ashland to the Purchaser was $152 million and $131 million, respectively, and there were $117 million and $93 million, respectively, of borrowings (denominated in multiple currencies) under the facility. The weighted-average interest rate for this instrument was 0.6% and 1.2% for 2021 and 2020, respectively.

2012 U.S. accounts receivable securitization

On August 31, 2012, Ashland entered into a $350 million accounts receivable securitization facility pursuant to (i) a Sale Agreement, among Ashland and certain of its direct and indirect subsidiaries (each an Originator and collectively, the Originators) and CVG Capital III LLC, a wholly-owned “bankruptcy remote” special purpose subsidiary of the Originators (CVG) and (ii) a Transfer and Administration Agreement, among CVG, each Originator, Ashland, as Master Servicer, certain Conduit Investors, Uncommitted Investors, Letter of Credit Issuers, Managing Agents, Administrators and Committed Investors, and The Bank of Nova Scotia, as agent for various secured parties (the Agent). The Transfer and Administration Agreement had a term of three years but was extendable at the discretion of Ashland and the Investors.

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Under the Sale Agreement, each Originator transfers, on an ongoing basis, certain of its accounts receivable, certain related assets and the right to the collections on those accounts receivable to CVG. Ashland accounts for the securitization facility as secured borrowings, and the receivables sold pursuant to the facility are included in the Consolidated Balance Sheets as accounts receivable. Fundings under the Transfer and Administration Agreement will be repaid as accounts receivable are collected, with new fundings being advanced (through daily reinvestments) as new accounts receivable are originated by the Originators and transferred to CVG, with settlement generally occurring monthly. Ashland continues to classify any borrowings under this facility as a short-term debt instrument within the Consolidated Balance Sheets. Once sold to CVG, the accounts receivable, related assets and rights to collection described above are separate and distinct from each Originator’s own assets and are not available to its creditors should such Originator become insolvent. Substantially all of CVG’s assets have been pledged to the Agent in support of its obligations under the Transfer and Administration Agreement.

During 2016, the termination date of the commitments under the Transfer and Administration Agreement was extended from December 31, 2015, the previous termination extension date, to March 22, 2017. During March 2017, this facility was extended for an additional year with similar terms as the previous facility agreement. During March 2018, the termination date of the accounts receivable securitization facility was extended from March 2018 to March 2020. During March 2020, the termination date of the accounts receivable securitization was extended from March 2020 to March 2021. The available funding for qualified receivables under the accounts receivable securitization facility increased from $100 million to $115 million, however this was decreased back to $100 million on August 30, 2019 in conjunction with the Composites and Marl facility divestiture. No other changes to the agreement are expected to have a significant impact to Ashland's results of operations and financial position.

On March 17, 2021, Ashland terminated its U.S. 2012 Accounts Receivable Securitization facility. The program had no outstanding borrowings at its termination. At September 30, 2020, the outstanding amount of accounts receivable transferred by Ashland to CVG was $151 million. Ashland had $84 million of borrowings under the facility as of September 30, 2020. The weighted-average interest rate for this instrument was 1.8% for 2020.

Other debt

At September 30, 2021 and 2020, Ashland held other debt totaling $83 million and $81 million, respectively, comprised primarily of a European short-term loan facility, the 6.50% notes due 2029 and other notes.

Ashland debt covenants restrictions

Ashland’s debt 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 September 30, 2021, Ashland was in compliance with all debt agreement covenant restrictions.

The maximum consolidated net leverage ratio permitted under Ashland’s most recent credit agreement (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, non-cash 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 non-cash 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 on page M-14. 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 September 30, 2021, Ashland’s calculation of the consolidated net leverage ratio was 3.2.

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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 September 30, 2021, Ashland’s calculation of the consolidated interest coverage ratio was 9.4.

Any change in Covenant Adjusted EBITDA of $100 million would have an approximate 0.5x effect on the consolidated net leverage ratio and a 1.7x effect on the consolidated interest coverage ratio. Any change in consolidated indebtedness of $100 million would affect the consolidated net leverage ratio by approximately 0.2x.

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 September 30, 2021, Moody’s Investor Services outlook remained at stable, while Standard & Poor’s outlook was revised to stable from 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.

Additional capital resources

Ashland 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, Risk Factors in this report.

Ashland expects the following material cash funding requirements from known contractual obligations at September 30, 2021:

Less thanMore than
(In millions)Total1 year1 year
Material Cash Funding Requirements Contractual obligations
Raw material and service contract purchase obligations (a)$104$67$37
Employee benefit obligations (b)64955
Operating lease obligations (c)17339134
Interest payments (d)71157654
Unrecognized tax benefits (e)82676
One-time transition tax (f)50545
Total contractual obligations$1,184$183$1,001
Other commitments
Letters of credit (g)$81$81$

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(a)
Includes raw material and service contracts where minimal committed quantities and prices are fixed.

(b)
Includes estimated funding of Ashland’s qualified U.S. and non-U.S. pension plans for 2021 as well as projected benefit payments through 2030 under Ashland’s unfunded pension and other postretirement benefit plans. Excludes the benefit payments from the pension plan trust funds. See Note M of the Notes to Consolidated Financial Statements for additional information.

(c)
Includes leases for office buildings, transportation equipment, warehouses and storage facilities and other equipment. For further information, see Note K of the Notes to Consolidated Financial Statements.

(d)
Includes interest expense on both variable and fixed rate debt assuming no prepayments. Variable interest rates have been assumed to remain constant through the end of the term at rates that existed as of September 30, 2021.

(e)
Due to uncertainties in the timing of the effective settlement of tax positions with respect to taxing authorities, Ashland is unable to determine the timing of payments related to noncurrent unrecognized tax benefits, including interest and penalties. Therefore, these amounts were included in the “More than 1 year” column.

(f)
As a result of the Tax Act enacted during fiscal year 2018, Ashland has currently recorded a $50 million liability for the one-time transition tax. This liability will be payable over six years.

(g)
Ashland issues various types of letters of credit as part of its normal course of business. For further information, see Note I of the Notes to Consolidated Financial Statements.

Total Equity

Total equity was $2,752 million and $3,036 million at September 30, 2021 and September 30, 2020, respectively. During 2021, there were increases of $220 million for net income, $7 million for deferred translation gains, $4 million for unrealized gains on commodity hedges, and $8 million for common shares issued under stock incentive plans. These increases were offset by decreases of $450 million for repurchases of common stock and $71 million for dividends paid during 2021.

Stock repurchase programs

During March 2018, Ashland’s Board of Directors approved a $1 billion stock repurchase program, which replaced the 2015 stock repurchase program. Under the new program, Ashland’s common shares may be repurchased in open market transactions, privately negotiated transactions or pursuant to one or more accelerated stock repurchase programs or Rule 10b5-1 plans. As of September 30, 2021, $350 million remained available for repurchase under this authorization.

Stock repurchase program agreements

In September 2021, under the 2018 stock repurchase program, Ashland announced that it entered into an accelerated share repurchase agreement (2021 ASR Agreement). Under the 2021 ASR Agreement, Ashland paid an initial purchase price of $450 million and received an initial delivery of 3.9 million shares of common stock during September 2021. The program is expected to terminate by March 2022, resulting in a final share repurchase transaction.

In May 2019, under the 2018 stock repurchase program, Ashland announced that it entered into an accelerated share repurchase agreement (2019 ASR Agreement). Under the 2019 ASR Agreement, Ashland paid an initial purchase price of $200 million and received an initial delivery of 2.2 million shares of common stock during May 2019. The bank exercised its early termination option under the 2019 ASR Agreement in August 2019, and an additional 400 thousand shares were repurchased, bringing the total shares repurchased upon settlement to 2.6 million.

Stockholder dividends

Ashland paid dividends per common share of $1.15, $1.10 and $1.05 during 2021, 2020 and 2019, respectively.

In May 2021, the Board of Directors of Ashland announced a quarterly cash dividend of 30 cents per share to eligible stockholders of record, which was paid in the third quarter of fiscal 2021. This dividend represented an increase over the previous quarterly cash dividend of 27.5 cents per share. This dividend was paid in the third and fourth quarters of fiscal 2021.

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, which represented an increase from the previous quarterly cash dividend of 25.0 cents per share. This dividend was paid in the third and fourth quarters of fiscal 2019, each quarter of fiscal 2020 and the first and second quarters of 2021.

In May 2018, the Board of Directors of Ashland announced a quarterly cash dividend of 25 cents per share to eligible stockholders at record, which represented an increase from the previous quarterly cash dividend of 22.5 cents per share. This dividend was paid in the third quarter and fourth quarters of fiscal 2018 and the first and second quarters of fiscal 2019.

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Capital expenditures

Capital expenditures were $105 million for 2021 and averaged $128 million during the last three years. Ashland expects capital expenditures over the next three years of approximately $165 million annually. A summary of capital expenditures by reportable segment during 2021, 2020 and 2019 follow.

(In millions)202120202019
Life Sciences$27$51$54
Personal Care & Household71320
Specialty Additives675957
Intermediates and Solvents257
Unallocated and Other259
Total capital expenditures$105$133$147

A summary of the capital employed in Ashland’s current operations, which is calculated by adding equity to capital investment, as of the end of the last two years is as follows.

(In millions)20212020
Capital employed (a)
Life Sciences$1,857$1,879
Personal Care & Household1,082885
Specialty Additives1,4471,506
Intermediates and Solvents132143

(a)
Excludes the assets and liabilities classified within unallocated and other which primarily includes debt and other long-term liabilities such as asbestos and pension. The net liability in unallocated and other was $2,313 million and $1,948 million as of September 30, 2021 and 2020, respectively. Additionally, net assets held for sale were $547 million and $571 million as of September 30, 2021 and 2020, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

As part of its normal course of business, Ashland is a party to various financial guarantees and other commitments. These arrangements involve elements of performance and credit risk that are not included in the Consolidated Balance Sheets. The possibility that Ashland would have to make actual cash expenditures in connection with these obligations is largely dependent on the performance of the guaranteed party, or the occurrence of future events that Ashland is unable to predict. Ashland has reserved the approximate fair value of these guarantees in accordance with U.S. GAAP.

NEW ACCOUNTING PRONOUNCEMENTS

For a discussion and analysis of recently issued accounting pronouncements and its impact on Ashland, see Note A of Notes to Consolidated Financial Statements.

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CRITICAL ACCOUNTING ESTIMATES

The preparation of Ashland’s 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, environmental remediation, asbestos litigation, long-lived assets (including goodwill and other intangible assets) and income taxes. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. Management has reviewed the estimates affecting these items with the Audit Committee of Ashland’s Board of Directors.

Environmental remediation and asset retirement obligations

Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. At September 30, 2021, such locations included 81 waste treatment or disposal sites where Ashland has been identified as a potentially responsible party under Superfund or similar state laws, 112 current and former operating facilities and about 1,225 service station properties, of which 18 are being actively remediated. See Note N of the Notes to Consolidated Financial Statements for additional information.

Ashland’s reserves for environmental remediation and related environmental litigation amounted to $207 million at September 30, 2021 compared to $200 million at September 30, 2020 of which $152 million at September 30, 2021 and $150 million at September 30, 2020 were classified in other noncurrent liabilities on the Consolidated Balance Sheets. The remaining reserves were classified in accrued expenses and other liabilities on the Consolidated Balance Sheets.

The total reserves for environmental remediation reflect Ashland’s estimates of the most likely costs that will be incurred over an extended period to remediate identified conditions for which the costs are reasonably estimable, without regard to any third-party recoveries. Engineering studies, probability techniques, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated reserves for environmental remediation. Ashland continues to discount certain environmental sites and regularly adjusts its reserves as environmental remediation continues. Ashland has estimated the value of its probable insurance recoveries associated with its environmental reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage. At September 30, 2021 and 2020, Ashland’s recorded receivable for these probable insurance recoveries was $16 million and $15 million, respectively, of which $13 million and $13 million, respectively, were classified in other noncurrent assets in the Consolidated Balance Sheets.

During 2021, 2020 and 2019, Ashland recognized $50 million, $48 million and $30 million of expense, respectively, for certain environmental liabilities related to normal ongoing remediation cost estimate updates for sites, which is consistent with Ashland’s historical environmental accounting policy.

Environmental remediation reserves are subject to numerous inherent uncertainties that affect Ashland’s ability to estimate its share of the costs. Such uncertainties involve the nature and extent of contamination at each site, the extent of required cleanup efforts under existing environmental regulations, widely varying costs of alternate cleanup methods, changes in environmental regulations, the potential effect of continuing improvements in remediation technology, and the number and financial strength of other potentially responsible parties at multiparty sites. Although it is not possible to predict with certainty the ultimate costs of environmental remediation, Ashland currently estimates that the upper end of the reasonably possible range of future costs for identified sites could be as high as approximately $480 million. The largest reserve for any site is 13% of the remediation reserve.

Asbestos litigation

Ashland and Hercules have liabilities from claims alleging personal injury caused by exposure to asbestos. To assist in developing and annually updating independent reserve estimates for future asbestos claims and related costs given various assumptions, Ashland has retained third party actuarial experts Gnarus Advisors, LLC (Gnarus). The methodology used by Gnarus to project future asbestos costs is based largely on recent experience, including claim-filing and settlement rates, disease mix, enacted legislation, open claims and litigation defense. The claim experience of Ashland and Hercules are separately

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compared to the results of previously conducted third party epidemiological studies estimating the number of people likely to develop asbestos-related diseases. Those studies were undertaken in connection with national analyses of the population expected to have been exposed to asbestos. Using that information, Gnarus estimates a range of the number of future claims that may be filed, as well as the related costs that may be incurred in resolving those claims. Changes in asbestos-related liabilities and receivables are recorded on an after-tax basis within the discontinued operations caption in the Statements of Consolidated Comprehensive Income (Loss). See Note N of the Notes to Consolidated Financial Statements for additional information.

Ashland asbestos-related litigation

The claims alleging personal injury caused by exposure to asbestos asserted against Ashland result primarily from indemnification obligations undertaken in 1990 in connection with the sale of Riley, a former subsidiary. The amount and timing of settlements and number of open claims can fluctuate from period to period.

Ashland asbestos-related liability

From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs, which generally approximates the mid-point of the estimated range of exposure from model results. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 50-year model developed with the assistance of Gnarus.

During the most recent update completed during 2021, it was determined that the liability for Ashland asbestos-related claims should be increased by $12 million. Total reserves for asbestos claims were $320 million at September 30, 2021 compared to $335 million at September 30, 2020.

Ashland asbestos-related receivables

Ashland has insurance coverage for certain litigation defense and claim settlement costs incurred in connection with its asbestos claims, and coverage-in-place agreements exist with the insurance companies that provide substantially all of the coverage that will be accessed.

For the Ashland asbestos-related obligations, Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. Substantially all of the estimated receivables from insurance companies are expected to be due from domestic insurers, all of which are solvent.

At September 30, 2021, Ashland’s receivable for recoveries of litigation defense and claim settlement costs from insurers amounted to $100 million (excluding the Hercules receivable for asbestos claims). Receivables from insurers amounted to $103 million at September 30, 2020. During 2021, the annual update of the model used for purposes of valuing the asbestos reserve and its impact on valuation of future recoveries from insurers, was completed. This model update resulted in a $8 million increase in the receivable for probable insurance recoveries.

Hercules asbestos-related litigation

Hercules has liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market. The amount and timing of settlements and number of open claims can fluctuate from period to period.

Hercules asbestos-related liability

From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs, which generally approximates the mid-point of the estimated range of exposure from model results. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 50-year model developed with the assistance of Gnarus. As a result of the most recent annual update of this estimate, completed during 2021, it was determined that the liability for Hercules asbestos-related claims should be increased by $8 million. Total reserves for asbestos claims were $217 million at September 30, 2021 compared to $229 million at September 30, 2020.

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Hercules asbestos-related receivables

For the Hercules asbestos-related obligations, certain reimbursement obligations pursuant to coverage-in-place agreements with insurance carriers exist. As a result, any increases in the asbestos reserve have been partially offset by probable insurance recoveries. Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. The estimated receivable consists exclusively of solvent domestic insurers.

As of September 30, 2021 and 2020, the receivables from insurers amounted to $47 million for both periods. During 2021, the annual update of the model used for purposes of valuing the asbestos reserve and its impact on valuation of future recoveries from insurers was completed. This model update resulted in a $2 million increase in the receivable for probable insurance recoveries.

Asbestos litigation cost projection

Projecting future asbestos costs is subject to numerous variables that are extremely difficult to predict. In addition to the significant uncertainties surrounding the number of claims that might be received, other variables include the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, mortality rates, dismissal rates, costs of medical treatment, the impact of bankruptcies of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, Ashland believes that the asbestos reserves for Ashland and Hercules represent the best estimate within a range of possible outcomes. As a part of the process to develop these estimates of future asbestos costs, a range of long-term cost models was developed. These models are based on national studies that predict the number of people likely to develop asbestos-related diseases and are heavily influenced by assumptions regarding long-term inflation rates for indemnity payments and legal defense costs, as well as other variables mentioned previously. Ashland has currently estimated in various models ranging from approximately 40 to 50 year periods that it is reasonably possible that total future litigation defense and claim settlement costs on an inflated and undiscounted basis could range as high as approximately $482 million for the Ashland asbestos-related litigation (current reserve of $320 million) and approximately $334 million for the Hercules asbestos-related litigation (current reserve of $217 million), depending on the combination of assumptions selected in the various models. If actual experience is worse than projected, relative to the number of claims filed, the severity of alleged disease associated with those claims or costs incurred to resolve those claims, or actuarial refinement or improvements to the assumptions used within these models are initiated, Ashland may need to further increase the estimates of the costs associated with asbestos claims and these increases could be material over time.

Long-lived assets

Tangible assets

The cost of property, plant and equipment is depreciated by the straight-line method over the estimated useful lives of the assets. Buildings are depreciated principally over 12 to 35 years and machinery and equipment principally over 2 to 25 years. Ashland reviews property, plant and equipment asset groups for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Ashland monitors these changes and events on at least a quarterly basis. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset group, or a current expectation that an asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the property, plant and equipment asset groups, as well as specific appraisals in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other property, plant and equipment asset groups. If the future undiscounted cash flows result in a value that is less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Various factors that Ashland uses in determining the impact of these assessments include the expected useful lives of long-lived assets and the ability to realize any undiscounted cash flows in excess of the carrying amounts

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of such asset groups, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Because judgment is involved in determining the fair value of property, plant and equipment asset groups, there is risk that the carrying value of these assets may require adjustment in future periods.

Total depreciation expense on property, plant and equipment for 2021, 2020 and 2019 was $154 million, $151 million and $188 million, respectively. Depreciation expense for 2019 included $39 million in accelerated depreciation. Capitalized interest for 2021, 2020 and 2019 was $2 million, $2 million and zero, respectively.

Finite-lived intangible assets

Finite-lived intangible assets principally consist of certain trademarks and trade names, intellectual property, and customer relationships. These intangible assets are amortized on a straight-line basis over their estimated useful lives. The cost of trademarks and trade names is amortized principally over 3 to 25 years, intellectual property over 5 to 25 years and customer and supplier relationships over 3 to 24 years. Ashland reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Ashland monitors these changes and events on at least a quarterly basis.

Amortization expense recognized on finite-lived intangible assets was $90 million for 2021, $84 million for 2020 and $85 million for 2019.

Goodwill

Ashland accounts for goodwill and other intangible assets acquired in a business combination in conformity with current accounting guidance which does not allow for goodwill and indefinite-lived intangible assets to be amortized.

Ashland reviews goodwill for impairment annually as of July 1 or when events and circumstances indicate an impairment may have occurred. Ashland tests goodwill for impairment by comparing the estimated fair value of the reporting units to the related carrying value. If the fair value of the reporting unit is lower than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds fair value. However, the loss recognized cannot exceed the carrying amount of goodwill. Reporting units are defined as either operating segments or one level below the operating segments for which discrete financial information is available and reviewed by the business management. During the second quarter of fiscal 2020, Ashland realigned its operations which resulted in a reassessment of the Company’s reporting units used to evaluate goodwill impairment. The Company’s reporting units align with its reportable segments and determined that its reporting units are Life Sciences, Personal Care & Household, Specialty Additives, Performance Adhesives, Intermediates and Solvents and Unallocated and Other.

On August 31, 2021, Ashland announced that it had signed a definitive agreement to sell its Performance Adhesives segment. Ashland determined that this expected divestiture qualified as a discontinued operation. Accordingly, the assets and liabilities that are to be sold have been classified within the Consolidated Balance Sheets under a held for sale designation. See Notes C and D for additional information on this expected divestiture. Following this announcement, Ashland determined that its new reporting segments are: Life Sciences, Personal Care & Household, Specialty Additives, Intermediates and Solvents and Unallocated and Other.

Ashland makes various estimates and assumptions in determining the estimated fair value of each reporting unit using a combination of discounted cash flow models and valuations based on earnings multiples for guideline public companies in each reporting unit’s industry peer group, when externally quoted market prices are not readily available. Discounted cash flow models are highly reliant on various assumptions, including projected business results, long-term growth factors and weighted-average cost of capital. Management judgement is involved in estimating these variables, and they include inherent uncertainties since they are forecasting future events. Ashland performs sensitivity analyses by using a range of inputs to confirm the reasonableness of the long-term growth rate and weighted average cost of capital estimates. Additionally, Ashland compares the indicated equity value to Ashland’s market capitalization and evaluates the resulting implied control premium/discount to determine if the estimated enterprise value is reasonable compared to external market indicators.

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Ashland performed its annual goodwill impairment using the quantitative approach as of July 1, 2021 and concluded there was no impairment as of that date. The impairment test at July 1, 2021 concluded that all reporting units had fair values significantly in excess of its respective carrying amounts. Ashland compared the total fair values of the reporting units to Ashland’s market capitalization at July 1, 2021, including the implied control premium, to determine if the fair values are reasonable compared to external market indicators. Ashland believes its use of significant assumptions within its valuation models are reasonable estimates of likely future events. Subsequent to this annual impairment test, no additional indications of an impairment were identified. This includes the review of the Performance Adhesives business purchase price comparison to book value, which was significantly in excess of the Performance Adhesives business carrying value.

Significant assumptions inherent in the valuation methodologies include estimates of future projected business results (principally revenue and EBITDA), long-term growth rates, and the weighted-average cost of capital. Ashland performed sensitivity analyses by using a range of inputs to confirm the reasonableness of long-term growth rate and weighted average cost of capital estimates. Significant assumptions utilized in the impairment analysis included the weighted-average cost of capital, ranging between 8.8% and 10.0%, and terminal growth rate, ranging between 2.0% and 4.0% depending on the reporting unit. Based on sensitivity analysis performed on two key assumptions in the discounted cash flow model at July 1, 2021, a 1% decrease in the long-term growth factor assumption or a 1% increase in the weighted average cost of capital assumption across each of Ashland’s reporting units would not have resulted in a fair value below the respective reporting units carrying value. For further information, see Note H of Notes to the Consolidated Financial Statements.

Other indefinite-lived intangible assets

Other indefinite-lived intangible assets include certain trademarks and trade names. Ashland reviews these intangible assets for possible impairment annually as of July 1 or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, the asset is written down to its fair value and the amount of the write down is the impairment charge. Similar to its annual assessment for goodwill, Ashland performs a quantitative test for impairment.

When a quantitative analysis is performed, Ashland tests these assets using a “relief-from-royalty” valuation method to determine the fair value. Significant assumptions inherent in the valuation methodologies include, but are not limited to, future projected business results, growth rates, the weighted-average cost of capital for a market participant, and royalty and discount rates.

In conjunction with the July 1 annual assessment of indefinite-lived intangible assets, Ashland’s quantitative approach models did not indicate any impairment, as each indefinite-lived intangible asset’s fair value exceeded their carrying values.

Ashland’s assessment of an impairment on any of these assets classified currently as having indefinite lives, including goodwill, could change in future periods if significant events happen and/or circumstances change that effect the previously mentioned assumptions. Significant assumptions inherent in the valuation methodologies include, but are not limited to, such estimates as future projected business results, growth rates, the weighted average cost of capital for a market participant, and royalty and discount rates. For further information, see Note H of Notes to Consolidated Financial Statements.

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Income taxes

Ashland is subject to income taxes in the United States and numerous foreign jurisdictions. Judgment in the forecasting of taxable income using historical and projected future operating results is required in determining Ashland’s provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable, and deferred taxes. Under U.S. GAAP, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax loss and credit carryforwards. The effect on deferred taxes of changes in tax rates is recognized in the period in which the enactment date occurs. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts expected to be realized. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are indefinitely reinvested. In the event that the actual outcome of future tax consequences differs from Ashland’s estimates and assumptions due to changes or future events such as tax legislation, geographic mix of earnings, completion of tax audits or earnings repatriation plans, the resulting change to the provision for income taxes could have a material effect on the Statement of Consolidated Comprehensive Income (Loss) and Consolidated Balance Sheet.

The recoverability of deferred tax assets and the recognition and measurement of uncertain tax positions are subject to various assumptions and judgment by Ashland. If actual results differ from the estimates made by Ashland in establishing or maintaining valuation allowances against deferred tax assets, the resulting change in the valuation allowance would generally impact earnings or other comprehensive income depending on the nature of the respective deferred tax asset. Additionally, the positions taken with regard to tax contingencies may be subject to audit and review by tax authorities, which may result in future taxes, interest and penalties. Positive and negative evidence is considered in determining the need for a valuation allowance against deferred tax assets, which includes such evidence as historical earnings, projected future earnings, tax planning strategies and expected timing of reversal of existing temporary differences.

In determining the recoverability of deferred tax assets Ashland gives consideration to all available positive and negative evidence including reversals of deferred tax liabilities (other than those with an indefinite reversal period), projected future taxable income, tax planning strategies and recent financial operations. Ashland attaches the most weight to historical earnings due to their verifiable nature. In evaluating the objective evidence that historical results provide, Ashland considers three years of cumulative income or loss. In addition, Ashland has reflected increases and decreases in our valuation allowance based on the overall weight of positive versus negative evidence on a jurisdiction by jurisdiction basis.

EFFECTS OF INFLATION AND CHANGING PRICES

Ashland’s financial statements are prepared on the historical cost method of accounting in accordance with U.S. GAAP and, as a result, do not reflect changes in the purchasing power of the U.S. dollar. Monetary assets (such as cash, cash equivalents and accounts receivable) lose purchasing power as a result of inflation, while monetary liabilities (such as accounts payable and indebtedness) result in a gain, because they can be settled with dollars of diminished purchasing power. As of September 30, 2021, Ashland’s monetary assets exceed its monetary liabilities, leaving it currently more exposed to the effects of future inflation. However, given the recent consistent stability of inflation in the United States in the past decade as well as forward economic outlooks, current inflationary pressures seem moderate.

Certain of the industries in which Ashland operates are capital-intensive, and replacement costs for its plant and equipment generally would substantially exceed their historical costs. Accordingly, depreciation and amortization expense would be greater if it were based on current replacement costs. However, because replacement facilities would reflect technological improvements and changes in business strategies, such facilities would be expected to be more productive than existing facilities, mitigating at least part of the increased expense.

Ashland uses the LIFO method to value a relatively small portion of its inventories to provide a better matching of revenues with current costs. However, LIFO values such inventories below their replacement costs during inflationary periods.

OUTLOOK

Ashland issued its financial outlook for fiscal 2022 as shown in the table below.

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FY2022 Outlook
Key Operating Metrics
Sales$2.25 - $2.35 billion
Adjusted EBITDA$550 - $570 million

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements including, without limitation, statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation” (MD&A), within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its Annual Report to Stockholders, quarterly reports and other filings with the Securities and Exchange Commission (SEC), news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition and expected effects of the COVID-19 pandemic on Ashland’s business, as well as the economy and other future events or circumstances. Ashland’s expectations and assumptions include, without limitation, those mentioned within the MD&A, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies, cost savings and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: the impact of acquisitions and/or divestitures Ashland has made or may make (including the possibility that Ashland may not realize the anticipated benefits from such transactions), including the expected sale of the Performance Adhesives business; Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); execution risks associated with our growth strategies; the competitive nature of our business; severe weather, natural disasters, public health crises (including the COVID-19 pandemic), cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); the effects of the COVID-19 pandemic on the geographies in which Ashland operates, the end markets Ashland serves and on Ashland’s supply chain and customers; and without limitation, risks and uncertainties affecting Ashland that are contained in “Use of estimates, risks and uncertainties” in Note A of Notes to Consolidated Financial Statements and in Item 1A of this Annual Report Form 10-K. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. The extent and duration of the COVID-19 pandemic on our business and operations remains uncertain. Factors that influence the impact on our business and operations include the duration and extent of the pandemic, the extent of imposed or recommended containment and mitigation measures, and the general economic consequences of the pandemic. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this Form 10-K whether as a result of new information, future events or otherwise. Information on Ashland’s website is not incorporated into or a part of this Form 10-K.