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ASHLAND INC

For the period ended Dec 31, 2024. Filed Jan 29, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2024 · Filed Jan 29, 2025

ASH$76.62+0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-07.

0000950170-24-092587

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

Current report: 10-Q

Period ended 2024-12-31; filed 2025-01-29.

0000950170-25-010377

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 271 previous paragraphs and 229 current paragraphs.

99 unchanged; 86 reworded; 40 added; 76 removed; 10 previous and 4 current paragraphs rearranged.

Tables are not compared: 38 previous and 40 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (40)

Current report

As previously announced, Ashland initiated a new $30 million restructuring plan to offset the impact from the Nutraceuticals sale, completed in fiscal 2024, and other portfolio optimization actions, which are expected to be realized 50 percent in fiscal 2025 and 50 percent in fiscal 2026.

Current report

Ashland is also advancing a multi-year manufacturing optimization restructuring plan to improve operational cost and strengthen its competitive position. This optimization plan is expected to generate pre-tax savings of $60 million once fully achieved, including savings of $5 million in fiscal 2025.

Current report

The following table summarizes the impact of these restructuring actions:

Current report

Ashland recorded a $183 million impairment charge related to allocated goodwill, intangibles and property, plant and equipment within the loss on acquisitions and divestitures, net caption of the Statements of Condensed

Current report

As a result of the loss from continuing operations attributable to Ashland during the three months ended December 31, 2024, the effect of the share-based awards convertible to common stock would be antidilutive and have been excluded from the diluted EPS calculation.

Current report

Ashland's net loss of $165 million ($3.50 diluted earnings per share) and net income of $26 million ($0.51 diluted earnings per share) included income from discontinued operations of $1 million ($0.01 diluted earnings per share) and a loss from discontinued operations of $2 million (loss of $0.03 diluted earnings per share) in the three months ended December 31, 2024 and 2023, respectively. Ashland's net loss, during the December 31, 2024 quarter, was primarily driven by a $183 million impairment charge related to the Avoca business.

Current report

Ashland’s Adjusted EBITDA was $61 million for the three months ended December 31, 2024 compared to $70 million for the three months ended December 31, 2023 (see U.S. GAAP reconciliation under “Use of Non-GAAP Financial Measures” below). The $9 million decrease in Adjusted EBITDA was primarily driven by portfolio optimization actions, which includes volume impacts, and reduced pricing. This was partially offset by production volume recovery versus inventory corrective actions in the prior year. Adjusted Diluted EPS from Continuing Operations (non-GAAP) Excluding Intangibles Amortization Expense was also impacted by these key factors along with the impact of common stock repurchases noted above.

Current report

Statements of Condensed Consolidated Comprehensive Income (Loss) – caption review

Current report

The following table provides a reconciliation of the change in sales for the three months ended December 31, 2024 from the three months ended December 31, 2023:

Current report

Sales for the current quarter decreased $68 million compared to the prior year quarter. The decrease was driven by the unfavorable impact of divestitures, lower volume, unfavorable pricing and unfavorable foreign currency exchange. Portfolio optimization initiatives had an approximate $50 million impact on sales compared to the prior year quarter, primarily within divestiture and volume caption changes.

Current report

Research and development expense is generally consistent with the prior year quarter.

Current report

Ashland recorded a $183 million impairment charge associated with the Avoca business during the current quarter. See Note B of the Notes to the Condensed Consolidated Financial Statements for more information.

Current report

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

Current report

Loss on pension plan remeasurements – During the three months ended December 31, 2024, Ashland recognized a curtailment loss for pension plan remeasurement for defined benefit pension plan. See Note K of the Notes to the Condensed Consolidated Financial Statements for more information.

Current report

Includes a $183 million impairment charge related to the Avoca business within the loss on acquisitions and divestitures, net for the three months ended December 31, 2024.

Current report

The following table provides a reconciliation of the change in sales for the Life Sciences reportable segment between the three months ended December 31, 2024 and 2023.

Current report

The following table provides a reconciliation of the change in operating income for the Life Sciences reportable segment between the three months ended December 31, 2024 and 2023.

Current report

The following EBITDA presentation 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. Life Sciences had no key items for the three months ended December 31, 2024 or 2023.

Current report

The following table provides a reconciliation of the change in sales for the Personal Care reportable segment between the three months ended December 31, 2024 and 2023.

Current report

The following table provides a reconciliation of the change in operating income for the Personal Care reportable segment between the three months ended December 31, 2024 and 2023.

Current report

The following EBITDA and Adjusted EBITDA presentation 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 the three months ended December 31, 2024 and 2023 related to $2 million in plant optimization costs and $21 million accelerated depreciation, respectively.

Current report

Specialty Additives sales for the quarter decreased primarily as a result of lower volume and unfavorable pricing while operating income and Adjusted EBITDA increased primarily due to lower costs as a result of higher production volumes when compared to the inventory corrective actions in the prior year which included accelerated depreciation.

Current report

The following table provides a reconciliation of the change in sales for the Intermediates reportable segment between the three months ended December 31, 2024 and 2023.

Current report

The following table provides a reconciliation of the change in operating income for the Intermediates reportable segment between the three months ended December 31, 2024 and 2023.

Current report

Intermediates' sales for the quarter remained consistent while operating income and EBITDA decreased primarily due to unfavorable price/mix partially offset by lower costs and higher volume.

Current report

The remaining items included losses of $183 million, related to the Avoca business impairment, and $2 million from acquisitions and divestitures during the current and prior year quarter, respective, and expense of $5 million related to the devaluation of the currency in Argentina during the prior quarter.

Current report

The change in cash flows from operating activities from continuing operations was primarily driven by U.S. and Foreign Accounts Receivable Sales Program activity, $130 million negative impact between periods, as well as unfavorable working capital, approximately $113 million negative impact between periods, primarily related to changes in inventory and incentive compensation payouts between periods.

Current report

There was no common stock repurchase activity during the three months ended December 31, 2024. The following table provides the common stock repurchase activity for the three months ended December 31, 2023:

Current report

Ashland paid dividends of 40.5 cents per share for the first quarter of fiscal 2024 and 38.5 cents per share in the first quarter of fiscal 2024.

Current report

Capital expenditures were $23 million for the three months ended December 31, 2024, compared to $36 million for the three months ended December 31, 2023.

Current report

Ashland continues to proactively drive performance by leveraging growth catalysts, such as expanding high-performing business lines into new markets and commercializing new technology platforms, while simultaneously accelerating cost savings and optimizing its portfolio through the planned sale of Avoca. This diversified strategy aims to drive growth and improve business mix while improving cost structure to ultimately support the company's full-year outlook.

Current report

As expected, the first quarter was seasonally slow. Aside from weaker demand in Europe and the effects of extended plant shutdowns, Ashland’s performance is generally aligned with planning assumptions. The company is monitoring a potential European recovery and trade policy shifts, but has not observed any market dynamics that would necessitate a revision of its outlook. Despite uncertainty surrounding potential trade policy changes, Ashland is well-prepared following the completion of its annual maintenance turnarounds.

Current report

Overall, Ashland continues to expect full fiscal year sales in the range of $1.90 billion to $2.05 billion and Adjusted EBITDA in the range of $430 million to $470 million.
Removed paragraphs (76)

Previous report

During June 2024, under the 2023 Stock Repurchase Program, Ashland initiated a Rule 10b5-1 trading plan agreement to repurchase up to $30 million of its outstanding shares. The program was completed during June 2024, when Ashland paid a total of $30 million and received a delivery of 0.3 million shares of common stock.

Previous report

During May 2024, under the 2023 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 2024, when Ashland paid a total of $100 million and received a delivery of 1.0 million shares of common stock.

Previous report

During November 2023, under the 2023 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 December 2023, when Ashland paid a total of $100 million and received a delivery of 1.2 million shares of common stock.

Previous report

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

Previous report

Ashland recorded a $99 million impairment charge within the loss on acquisitions and divestitures, net caption of the Statements of Consolidated Comprehensive Income (Loss) for the three and nine months ended June 30, 2024. See Note B of the Notes to the Condensed Consolidated Financial Statements for more information.

Previous report

Ashland's net income of $6 million ($0.12 diluted earnings per share) and $50 million ($0.94 diluted earnings per share) included a loss from discontinued operations of $25 million ($0.48 diluted earnings per share) and income of $8 million ($0.15 diluted earnings per share) in the current and prior year quarters, each respectively.

Previous report

Ashland’s adjusted EBITDA was $139 million for the current quarter compared to $133 million in the prior year quarter (see U.S. GAAP reconciliation under “Use of Non-GAAP Financial Measures” below). The $6 million increase in adjusted EBITDA was primarily driven by higher sales and production volumes within the Personal

Previous report

Care and Specialty Additives segments, favorable product mix, and deflationary raw materials, partially offset by unfavorable volume and pricing within the Life Sciences segment, lower pricing within the Intermediates segment and higher selling, general and administrative expenses, primarily related to the reset of variable compensation. Adjusted diluted EPS from continuing operations (non-GAAP) excluding intangibles amortization expense was also impacted by these key factors along with the impact of common share repurchases noted above.

Previous report

Statements of Consolidated Comprehensive Income (Loss) – caption review

Previous report

The following table provides a reconciliation of the change in sales for the three and nine months ended June 30, 2024 and 2023.

Previous report

Current Quarter - Sales for the current quarter decreased $2 million compared to the prior year quarter. The decrease was driven by unfavorable product price/mix and foreign exchange currency, which was partially offset by favorable volume. CMC and MC portfolio optimization initiatives reduced sales by approximately $15 million during the current quarter.

Previous report

Year-to-date - Sales for the current year decreased $83 million compared to the prior year period. Unfavorable product price/mix and lower sales volumes were the primary factors. CMC and MC portfolio optimization initiatives reduced sales by approximately $15 million during the current year.

Previous report

Year-to-date - Cost of sales for the current year increased $13 million compared to the prior year period. Higher operating costs driven by higher unit manufacturing costs associated with decreased plant loading to produce to demand in the first half of the year, $56 million of accelerated depreciation for product line optimization activities associated with two Specialty Additives manufacturing facilities and one Personal Care manufacturing facility, and $5 million of other plant optimization costs were the primary factors. These increases were partially offset by favorable product price/mix and lower volume. Gross profit as a percentage of sales decreased 4.4% primarily as a result of higher operating costs including product line optimization activities.

Previous report

$12 million gain associated with ICMS Brazil tax credit during the prior year quarter; and

Previous report

$12 million gain associated with ICMS Brazil tax credit during the prior year period;

Previous report

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

Previous report

A $5 million charge associated with the impact of a currency devaluation in Argentina in the current period; and

Previous report

Current Quarter - Research and development expense increased due to higher incentive compensation.

Previous report

Year-to-date - Research and development expense increased due to higher incentive compensation.

Previous report

Year-to-date - The lower intangibles amortization expense in the current period is driven by the impact of certain fully amortized intangibles in prior periods.

Previous report

Current Quarter - Equity and other income was zero for the current year quarter, while the prior year quarter included China financial cash subsidies.

Previous report

Current Quarter - Ashland recorded a $99 million impairment charge associated with the Nutraceuticals business. See Note B for more information.

Previous report

Year-to-date - Ashland recorded a $99 million impairment charge associated with the Nutraceuticals business. See Note B for more information.

Previous report

Year-to-date - Net interest and other expense (income) increased by $7 million during the current period compared to the prior year period. Interest expense and interest income remained primarily consistent during the current quarter compared to the prior year period. Restricted investments income of $51 million and $57 million included realized gains of $39 million compared to gains of $47 million for the nine months ended June 30, 2024 and 2023, respectively. See Note E for more information on the restricted investments.

Previous report

The overall effective tax rate was 26% for the three months ended June 30, 2023 and was primarily impacted by jurisdictional income mix, as well as net favorable discrete items of $4 million primarily related to changes in uncertain tax positions and adjustments to valuation allowances.

Previous report

The overall effective tax rate was 11% for the nine months ended June 30, 2023 and was primarily impacted by jurisdictional income mix, as well as net favorable discrete items of $27 million primarily related to changes in uncertain tax positions.

Previous report

Year-to-date - The activity for the Performance Adhesives represents subsequent adjustments that were made in conjunction with post-closing tax items during the current year period. The activity for Composites/Marl facility, Distribution and Water Technologies was related to post-closing adjustments primarily related to environmental liabilities. The Valvoline activity for the current year period represents subsequent adjustments that were made in conjunction with post-closing tax items and disputes and primarily represents cash proceeds related to certain post-closing disputes and Tax Matters Agreement during the prior year period. Asbestos activity in each period primarily relates to Ashland's annual update.

Previous report

A comparative analysis of the components of other comprehensive income is provided below for the three and nine months ended June 30, 2024 and 2023.

Previous report

Year-to-date - Total other comprehensive income (loss), net of tax, for the current year decreased $95 million compared to the prior year period primarily as a result of the following:

Previous report

result, Ashland recorded a $99 million impairment charge within the loss on acquisitions and divestitures, net caption of the Statements of Consolidated Comprehensive Income (Loss) for the three and nine months ended June 30, 2024. See Note B of the Notes to Condensed Consolidated Financial Statements for more information.

Previous report

Asset impairments – Ashland recognized impairment charges to certain assets during fiscal 2023;

Previous report

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

Previous report

Held for sale depreciation and amortization – Represents the depreciation and amortization for the Nutraceuticals business held for sale assets during the three and nine months ended June 30, 2024. See Note B of the Notes to Condensed Consolidated Financial Statements for more information.

Previous report

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

Previous report

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

Previous report

Includes a $99 million impairment charge within the loss on acquisitions and divestitures, net caption of the Statements of Consolidated Comprehensive Income (Loss) for the three and nine months ended June 30, 2024.

Previous report

Depreciation includes accelerated depreciation of $1 million for Personal Care for both the three and nine months ended June 30, 2024.

Previous report

The following table provides a reconciliation of the change in sales for the Life Sciences operating segment for the three and nine months ended June 30, 2024 and 2023.

Showing the first 40 of 76 passages. Open the source sections for the rest.

Reworded paragraphs (86)

Previous wording

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.

Current wording

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

Previous wording

Ashland’s sales generated outside of North America were 69% and 68% for the three and nine months ended June 30, 2024, respectively, and 69% and 70% for the three and nine months ended June 30, 2023, respectively. Sales by region expressed as a percentage of total consolidated sales for the three and nine months ended June 30 were as follows:

Current wording

Ashland’s sales generated outside of North America were 72% and 66% for the three months ended December 31, 2024 and 2023, respectively. Sales by region expressed as a percentage of total consolidated sales for the three months ended December 31, were as follows:

Previous wording

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 three and nine months ended June 30 was as follows:

Current wording

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 three months ended December 31, was as follows:

Previous wording

Business disruptions, including those related to the ongoing conflicts between Ukraine/Russia and Israel/Hamas continue to impact businesses around the globe. While it is impossible to predict the effects of these 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 and shipping 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.

Current wording

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.

Previous wording

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).

Current wording

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

Previous wording

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

Current wording

Ashland is also continuing to execute its fiscal 2024 portfolio and plant optimization actions to further strengthen Ashland’s resilience and improve margins and returns.

Previous wording

The impact of these portfolio actions for the three and nine months ended June 30, 2024, resulted in accelerated depreciation charges of $8 million and $56 million and other plant optimization costs of $4 million and $5 million, respectively, recorded within the cost of sales caption of the Statements of Consolidated Comprehensive Income (Loss). In addition, severance of $3 million and $23 million and other restructuring costs of zero and $5 million were recorded for the three and nine months ended June 30, 2024, each respectively within the selling, general and administrative caption of the Statements of Consolidated Comprehensive Income (Loss). See Note D for additional information.

Current wording

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

Previous wording

In May 2024, Ashland signed a definitive agreement to sell substantially all of the net assets of its Nutraceuticals business to Turnspire Capital Partners LLC ("Turnspire"). The transaction is expected to close during Ashland's fiscal fourth quarter, contingent on certain customary regulatory approvals and standard closing conditions.

Current wording

In December 2024, Ashland signed a definitive agreement to sell substantially all of the net assets of its Avoca business to Mane SA. The transaction is expected to close during Ashland's fiscal second quarter, contingent on certain customary approvals and standard closing conditions.

Previous wording

Key financial results for the three and nine months ended June 30, 2024 and 2023 included the following:

Previous wording

Results for Ashland’s continuing operations, diluted earnings per share from continuing operations and operating income (loss) for the current and prior year quarters included certain key items that were excluded to arrive at adjusted EBITDA and are quantified in the “Use of Non-GAAP Financial Measures” section below. These pre-tax key items totaled expense of $147 million and $5 million for the three months ended June 30, 2024 and 2023 impacting continuing operations. Continuing operations was also impacted by favorable tax specific key items for discrete tax items totaling $106 million and $4 million for the three months ended June 30, 2024 and 2023.

Current wording

Results for Ashland’s continuing operations, diluted earnings per share from continuing operations and operating loss for the three months ended December 31, 2024 and 2023 included certain key items that were excluded to arrive at Adjusted EBITDA and are quantified in the “Use of Non-GAAP Financial Measures” section below. These pre-tax key items totaled expense of $191 million and $34 million for the three months ended December 31, 2024 and 2023, respectively, impacting continuing operations. Continuing operations was also impacted by unfavorable tax specific key items for discrete tax items totaling $8 million and favorable tax specific key items for discrete tax items totaling $24 million for the three months ended December 31, 2024 and 2023, respectively.

Previous wording

Excluding these key items, the increase in continuing operations, diluted earnings per share from continuing operations and operating income (loss) was primarily driven by higher sales and production volumes within the Personal Care and Specialty Additives segments, favorable product mix, and deflationary raw materials, partially offset by unfavorable volume and pricing within the Life Sciences segment, lower pricing within the Intermediates segment and higher selling, general and administrative expenses, primarily related to the reset of variable compensation. In addition, diluted earnings per share from continuing operations was also impacted by common share reductions from repurchases of Ashland common stock over the last twelve months. These common stock repurchases reduced the number of weighted average shares from 53 million diluted shares in the third quarter of fiscal 2023 to 51 million diluted shares in the third quarter of fiscal 2024.

Current wording

Excluding these key items, the decrease in continuing operations, diluted earnings per share from continuing operations and operating loss was primarily driven by portfolio optimization actions, which includes volume impacts, and reduced pricing. This was partially offset by production volume recovery versus inventory corrective actions in the prior year. In addition, diluted earnings per share from continuing operations was also impacted by common stock reductions from repurchases of Ashland common stock over the last twelve months. These common stock repurchases reduced the number of weighted average shares from 51 million diluted shares at December 31, 2023 to 47 million diluted shares at December 31, 2024.

Previous wording

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

Current wording

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

Previous wording

A comparative analysis of the Statements of Consolidated Comprehensive Income (Loss) by caption is provided as follows for the three and nine months ended June 30, 2024 and 2023.

Current wording

A comparative analysis of the Statements of Condensed Consolidated Comprehensive Income (Loss) by caption is provided as follows:

Previous wording

The following table provides a reconciliation of the change in cost of sales between the three and nine months ended June 30, 2024 and 2023.

Current wording

The following table provides a reconciliation of the change in cost of sales between the three months ended December 31, 2024 and 2023.

Previous wording

Current Quarter - Cost of sales for the current quarter decreased $10 million compared to the prior year quarter. The decrease was primarily driven by favorable product price/mix, lower operating costs and favorable foreign exchange currency, which was partially offset by higher volume, $8 million of accelerated depreciation for product line optimization activities associated with two Specialty Additives manufacturing facilities and one Personal Care manufacturing facility, and $4 million of other plant optimization costs. Gross profit as a percentage of sales increased 1.6%.

Current wording

Cost of sales for the current quarter decreased $81 million compared to the prior year quarter. The decrease was primarily driven by lower operating costs, the favorable impact of divestitures, lower sales volume, and favorable foreign exchange currency, which was partially offset by unfavorable pricing and $3 million of other plant optimization costs. Gross profit as a percentage of sales increased 6.7% primarily due to production volume recovery versus inventory corrective actions and accelerated depreciation in the prior year.

Previous wording

Current Quarter - Selling, general and administrative expense for the current quarter increased $30 million compared to the prior year quarter with expenses as a percent of sales increasing 5.6 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to the prior year quarter were:

Current wording

Selling, general and administrative expense for the current quarter decreased $5 million compared to the prior year quarter with expenses as a percent of sales increasing 1.7%. Key drivers of the fluctuation in selling, general and administrative expense compared to the prior year quarter were:

Previous wording

$35 million and $16 million in net environmental-related expenses during the current and prior year quarter, respectively (see Note L for more information);

Current wording

$1 million and $4 million in net environmental-related expenses during the current and prior year quarter, respectively (see Note L of the Notes to the Condensed Consolidated Financial Statements for more information);

Previous wording

Expense of $28 million and $5 million comprised of key items for severance, lease abandonment and other restructuring costs during the current and prior year period, respectively;

Current wording

Expense of $3 million and $4 million comprised of key items for severance, lease abandonment and other restructuring costs during the current and prior year quarter, respectively;

Previous wording

The remaining items primarily included expense of $5 million related to the devaluation of the currency in Argentina.

Current wording

Expense of $5 million related to the devaluation of the currency in Argentina in the prior year; and

Previous wording

Higher variable compensation expenses, partially offset by lower stock based compensation between periods.

Current wording

Higher variable compensation expenses (including stock-based compensation) between periods.

Previous wording

Current Quarter - The lower intangibles amortization expense in the current quarter is driven by the impact of certain fully amortized intangibles in prior periods.

Current wording

The lower intangibles amortization expense in the current quarter is driven by the impact of amortization related to the divested Nutraceuticals business in the prior year quarter.

Previous wording

Year-to-date - Equity and other income is $3 million for in the current year period. The prior year activity related to China financial cash subsidies.

Current wording

Equity and other income is generally consistent with the prior year quarter.

Previous wording

Current Quarter - Net interest and other expense (income) increased by $4 million during the current quarter compared to the prior year quarter. Interest expense and interest income remained primarily consistent during the current quarter compared to the prior year quarter. Restricted investments income of $4 million and $10 million included realized gains of $1 million compared to gains of $6 million for the three months ended June 30, 2024 and 2023, respectively. See Note E for more information on the restricted investments.

Current wording

Net interest and other expense (income) increased by $52 million during the current quarter compared to the prior year quarter. Interest expense and interest income remained primarily consistent during the current quarter compared to the prior year quarter. Restricted investments expense of $12 million and income of $36 million included realized losses of $17 million compared to gains of $31 million for the three months ended December 31, 2024 and 2023, respectively. See Note E of the Notes to the Condensed Consolidated Financial Statements for more information on the restricted investments.

Previous wording

Current Quarter - Other net periodic benefit loss for the three months ended June 30, 2024 primarily included interest cost of $3 million which was partially offset by expected return on plan assets of $1 million. Other net periodic benefit loss for the three months ended June 30, 2023 primarily included interest cost of $4 million which was partially offset by expected return on plan assets of $2 million. See Note K for more information.

Current wording

Other net periodic benefit loss for the three months ended December 31, 2024 primarily included interest cost of $3 million and a $1 million loss on curtialment partially offset by expected return on plan assets of $2 million. Other net periodic benefit loss for the three months ended December 31, 2023 primarily included interest cost of $4 million which was partially offset by expected return on plan assets of $2 million. See Note K of the Notes to the Condensed Consolidated Financial Statements for more information.

Previous wording

Current Quarter - Ashland’s effective tax rate in any interim period is subject to adjustments related to discrete items and the mix of domestic and foreign operating results. The overall effective tax rate was 144% for the three months ended June 30, 2024 and was primarily impacted by jurisdictional income mix, as well as net favorable discrete items of $104 million primarily related to the tax impact of the held for sale classification for the Nutraceuticals business.

Current wording

Ashland’s effective tax rate in any interim period is subject to adjustments related to discrete items and the mix of domestic and foreign operating results. The overall effective tax rate was 21% for the three months ended December 31, 2024 and was primarily impacted by jurisdictional income mix as well as a net $8 million from unfavorable tax discrete items primarily related to final regulations issued in the United States during the quarter impacting the recognition of deferred taxes on certain unrealized foreign exchange gains and losses.

Previous wording

Year-to-date - Ashland’s effective tax rate in any interim period is subject to adjustments related to discrete items and the mix of domestic and foreign operating results. The overall effective tax rate was a 467% for the nine months ended June 30, 2024 and was primarily impacted by jurisdictional income mix, as well as net favorable discrete items of $231 million primarily related to changes in foreign tax activity and the tax impact of the held for sale classification for the Nutraceuticals business.

Current wording

The overall effective tax rate was a benefit of 600% for the three months ended December 31, 2023 and was primarily impacted by jurisdictional income mix, as well as net favorable discrete items of $24 million primarily related to changes in foreign tax reform related activity.

Previous wording

Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income and/or operating income (loss) which Ashland believes do not accurately reflect Ashland’s underlying business performance and trends. Tax specific key items are defined as the financial effects from tax specific financial transactions, tax law changes or other matters that fall within the definition of key items as previously described. The effective tax rate, excluding key items, which is a non-GAAP financial 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 financial measure on a consolidated basis assists investors in better understanding Ashland’s ongoing business performance enhancing their ability to compare period-to-period financial results.

Current wording

Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net loss and/or operating income (loss) which Ashland believes do not accurately reflect Ashland’s underlying business performance and trends. Tax specific key items are defined as the financial effects from tax specific financial transactions, tax law changes or other matters that fall within the definition of key items as previously described. The effective tax rate, excluding key items, which is a non-GAAP financial 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 financial measure on a consolidated basis assists investors in better understanding Ashland’s ongoing business performance enhancing their ability to compare period-to-period financial results.

Previous wording

The effective tax rate during the three and nine months ended June 30, 2024 and 2023 was significantly impacted by foreign tax activity, uncertain tax positions, and the tax impact of the held for sale classification for the Nutraceuticals business.

Current wording

The effective tax rate during the three months ended December 31, 2024 was significantly impacted by U.S. tax final regulation activity while the effective tax rate during the three months ended December 31, 2023 was significantly impacted by foreign tax reform related activity.

Previous wording

See adjusted EBITDA reconciliation table disclosed in this Management, Discussion and Analysis for a summary of the key items, before tax.

Current wording

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

Previous wording

For additional information on the effect that these tax specific key items had on EPS, see the adjusted diluted EPS table disclosed in this Management, Discussion and Analysis.

Current wording

For additional information on the effect that these tax specific key items had on EPS, see the adjusted diluted EPS table disclosed in this Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Previous wording

Current Quarter - The activity for Valvoline for the three months ended June 30, 2023 primarily represents cash proceeds related to subsequent adjustments that were made in conjunction with post-closing disputes and Tax Matters Agreement. The activity for Composites/Marl facility, Distribution, and Water Technologies was related to post-closing adjustments in the current and prior year quarter primarily related to environmental liabilities. Asbestos activity in each quarter primarily relates to Ashland's annual update.

Current wording

The activity for Performance Adhesives in the prior year represents subsequent adjustments that were made in conjunction with post-closing disputes and taxes. Asbestos activity in each quarter primarily relates to after-tax net adjustments to the asbestos reserves and receivables.

Previous wording

Current Quarter - Total other comprehensive income (loss), net of tax, for the current quarter decreased $20 million compared to the prior year quarter primarily as a result of the following:

Current wording

Total other comprehensive income (loss), net of tax, for the current quarter decreased $146 million compared to the prior year quarter primarily as a result of the following:

Previous wording

For the three months ended June 30, 2024 and 2023, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in losses of $25 million and $4 million, respectively. The fluctuations in unrealized translation gains and losses are primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.

Current wording

For the three months ended December 31, 2024 and 2023, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in losses of $94 million and gains of $54 million, respectively. The fluctuations in unrealized translation gains and losses are primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.

Previous wording

For the three months ended June 30, 2024 and 2023, the change in commodity hedges is primarily due to the fluctuations of the market prices of the underlying commodities. Commodity hedges resulted in unrealized gains of $2 million and $1 million for the three months ended June 30, 2024 and 2023, respectively.

Current wording

For the three months ended December 31, 2024 and 2023, the change in commodity hedges is primarily due to the fluctuations of the market prices of the underlying commodities. Commodity hedges resulted in unrealized gains of $1 million and losses of $1 million for the three months ended December 31, 2024 and 2023, respectively.

Previous wording

Ashland has included within this document the following non-GAAP financial measures, on both a consolidated and reportable segment basis, which are not defined within U.S. GAAP and do not purport to be alternatives to net income or cash flows from operating activities as a measure of operating performance or cash flows:

Current wording

Ashland has included within this document the following non-GAAP financial measures, on both a consolidated and reportable segment basis, which are not defined within U.S. GAAP and do not purport to be alternatives to net income (loss) or cash flows from operating activities as a measure of operating performance or cash flows:

Previous wording

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

Current wording

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

Previous wording

Management believes the use of EBITDA and adjusted EBITDA measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and adjusted EBITDA provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income and operating income (loss). The adjustments Ashland makes to derive the non-GAAP financial measures of EBITDA and adjusted EBITDA exclude items which may cause short-term fluctuations in net income and operating income (loss) and which Ashland does not consider to be the fundamental attributes or primary drivers of its business. EBITDA and adjusted EBITDA provide disclosure on the same basis as that used by Ashland’s management to evaluate financial performance on a consolidated and reportable segment basis and 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.

Current wording

Management believes the use of EBITDA and Adjusted EBITDA measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income (loss) and operating loss. The adjustments Ashland makes to derive the non-GAAP financial measures of EBITDA and Adjusted EBITDA exclude items which may cause short-term fluctuations in net income (loss) and operating loss and which Ashland does not consider to be the fundamental attributes or primary drivers of its business. EBITDA and Adjusted EBITDA provide disclosure on the same basis as that used by Ashland’s management to evaluate financial performance on a consolidated and reportable segment basis and provide consistency in our financial reporting, facilitate internal and external comparisons of Ashland’s historical operating performance and its segments and provide continuity to investors for comparability purposes.

Previous wording

Adjusted diluted EPS is defined as income 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 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.

Current wording

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.

Previous wording

EBITDA totaled loss of $34 million and income of $130 million for the three months ended June 30, 2024 and 2023, respectively, and income of $76 million and $363 million for the nine months ended June 30, 2024 and 2023, respectively. EBITDA and adjusted EBITDA results in the table below 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.

Current wording

EBITDA totaled loss of $129 million and income of $34 million for the three months ended December 31, 2024 and 2023, respectively. EBITDA and Adjusted EBITDA results in the table below 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.

Previous wording

Nutraceutical impairment – During the three months ended June 30, 2024, Ashland entered

Current wording

Avoca impairment – During the three months ended December 31, 2024, Ashland entered into an agreement to sell substantially all of the net assets of its Avoca business. As a result, Ashland recorded a $183 million impairment charge within the loss on acquisitions and divestitures, net caption of the Statements of Condensed Consolidated Comprehensive Income (Loss) for the three months ended December 31, 2024. See Note B of the Notes to Condensed Consolidated Financial Statements for more information;

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Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Consolidated Comprehensive Income (Loss) for the three months ended December 31, 2024. See Note B of the Notes to the Condensed Consolidated Financial Statements for more information.

Current report — wording carried from elsewhere

Depreciation and amortization excludes accelerated depreciation of $21 million for Specialty Additives for the three months ended December 31, 2023, which is included as a key item within this table as a component of Adjusted EBITDA.
Rearranged previous paragraphs (10)

Previous report — wording carried elsewhere

Higher variable compensation expenses between quarters.

Previous report — wording carried elsewhere

Year-to-date - Selling, general and administrative expense for the current period increased $47 million compared to the prior year period with expenses as a percent of sales increasing 3.7 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to the prior year quarter were:

Previous report — wording carried elsewhere

$41 million and $28 million in net environmental-related expenses during the current and prior year period, respectively (see Note L for more information);

Previous report — wording carried elsewhere

Year-to-date - Other net periodic benefit loss for the nine months ended June 30, 2024 primarily included interest cost of $12 million which was partially offset by expected return on plan assets of $6 million. Other net periodic benefit loss for the nine months ended June 30, 2023 primarily included interest cost of $11 million which was partially offset by expected return on plan assets of $5 million. See Note K for more information.

Previous report — wording carried elsewhere

For the nine months ended June 30, 2024 and 2023, the change in unrealized gain (loss) from foreign currency translation adjustments resulted in gains of $2 million and $105 million, respectively. The fluctuations in unrealized translation gains and losses are primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.

Previous report — wording carried elsewhere

For the nine months ended June 30, 2024 and 2023, the change in commodity hedges is primarily due to the fluctuations of the market prices of the underlying commodities. Commodity hedges resulted in unrealized gains of $2 million and unrealized losses of $6 million for the nine months ended June 30, 2024 and 2023, respectively.

Previous report — wording carried elsewhere

into an agreement to sell substantially all of the net assets of its Nutraceuticals business. As a

Previous report — wording carried elsewhere

In May 2024, Ashland signed a definitive agreement to sell substantially all of the net assets of its Nutraceuticals business to Turnspire Capital Partners LLC ("Turnspire"). The transaction is expected to close during Ashland's fiscal fourth quarter, contingent on certain customary regulatory approvals and standard closing conditions.

Previous report — wording carried elsewhere

Unallocated and other recorded expense of $223 million and $69 million for the nine months ended June 30, 2024 and 2023, respectively. The current and prior year period included expense of $28 million and $5 million, respectively, for restructuring activities mainly comprised of severance, lease abandonment and other restructuring costs related to company-wide cost reduction programs during the current and prior year period, respectively.

Previous report — wording carried elsewhere

Other expenses between periods were driven by decreases in governance and legacy expenses primarily associated with fluctuations in foreign currency, deferred compensation and variable incentive compensation, mainly driven by lower stock compensation expense in the current period.