ASHLAND INC. (ASH) FY 2023 MD&A

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:

(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:

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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:

(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.

The following table provides a reconciliation of the change in sales between fiscal years 2023 and 2022 and between fiscal years 2022 and 2021.

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.

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.

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.

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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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.

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.

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.

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.

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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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.

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:

(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.

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

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.

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.

(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.

(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.

M-14

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.

M-15

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.

(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.

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.

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

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.

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.

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.

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.

M-19

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.

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.

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.

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.

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.

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 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.

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.

(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.

(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.

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.

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.

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.

(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.

(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.

(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

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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,

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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.

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Ashland expects the following material cash funding requirements from known contractual obligations at September 30, 2023:

(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.

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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.

(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;

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Developing plans to repurpose the impacted CMC and MC assets to support other longer-term growth initiatives;

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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.