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Ingevity Corp

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

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.

Sep 30, 2025 · Filed Nov 6, 2025

NGVT$60.12-5.6%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 2025-06-30; filed 2025-08-05.

0001653477-25-000108

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001653477-25-000127

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 165 previous paragraphs and 161 current paragraphs.

79 unchanged; 45 reworded; 33 added; 38 removed; 3 previous and 4 current paragraphs rearranged.

Tables are not compared: 14 previous and 17 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 (33)

Current report

Unless otherwise indicated, the information in MD&A refer only to our continuing operations. See Note 1 and 16 for more information.

Current report

•the risks that are associated with the co-located businesses following consummation of the Divestiture and potential impacts to our plant operations;

Current report

On September 3, 2025, Ingevity entered into an Asset Purchase Agreement (the "Purchase Agreement") with Mainstream Pine Products, LLC, a Delaware limited liability company ("Purchaser"), pursuant to which Purchaser will purchase substantially all of the assets and assume and acquire certain of the rights and liabilities of Ingevity or its applicable affiliates that relate to or are used in connection with (a) Ingevity's industrial specialties product line (other than Ingevity's lignin dispersant and alternative fatty acid based products, road technologies product line and other businesses and products more fully described in the Purchase Agreement) and (b) Ingevity's North Charleston, South Carolina crude tall oil refinery (the "CTO Refinery") and Ingevity's and its affiliates' operations thereof (collectively, the "Divestiture"). The Company has determined that the industrial specialties product line and CTO Refinery included within the Divestiture meet the criteria to be classified as held for sale and that the sale represents a strategic shift that will have a major effect on Ingevity's operations and results. As such, the results of operations of the industrial specialties product line and CTO Refinery, collectively defined above as the Divestiture, are presented as discontinued operations. The Divestiture is expected to close by early 2026. Refer to Note 16 for more information.

Current report

Net sales were flat to the prior year. Increased Net sales in the Performance Chemicals reportable segment's road technologies product line and Performance Materials reportable segment was offset by lower volumes in Advanced Polymer Technologies due to the indirect impact of tariffs.

Current report

Provision (benefit) for income taxes on continuing operations

Current report

Income (loss) from discontinued operations, net of income taxes

Current report

Income (loss) from discontinued operations, net of income taxes was $2.7 million and $(11.0) million for the three and nine months ended September 30, 2025, respectively. Income (loss) from discontinued operations, net of income taxes was $(154.7) million and $(305.9) million for the three and nine months ended September 30, 2024, respectively. See Note 16 for more information.

Current report

Performance Materials Net sales increased three percent compared to the prior year quarter reflecting improved global automobile production. Segment EBITDA for Performance Materials decreased $0.7 million or one percent, and Segment EBITDA margin declined to 51.5 percent. The margin was lower due to higher variable compensation and foreign currency exchange, which offset the benefits from increased volumes and price.

Current report

Segment net sales. The increase of $3.9 million in 2025 was driven by volume growth of $4.6 million (three percent), partially offset by unfavorable pricing and sales mix of $0.7 million (zero percent).

Current report

Segment net sales. The increase of $2.3 million in 2025 was driven by favorable pricing and sales mix of $3.4 million (one percent), partially offset by a volume decline of $1.1 million (zero percent).

Current report

Performance Chemicals Net sales increased $6.0 million (four percent) compared to the prior year quarter, primarily due to higher sales in the North American pavement market within our road technologies product line. Segment EBITDA increased$0.5 million or two percent. Segment EBITDA margin was down to 17.7%, primarily due to lower pricing in road markings products within our road technologies product line to address competitive pressures.

Current report

Segment net sales. The increase of $6.0 million in 2025 was driven by volume growth of $4.5 million (three percent), and favorable pricing and sales mix of $1.5 million (one percent).

Current report

Segment net sales. The decrease of $5.6 million in 2025 was driven by a volume decline of $17.0 million (five percent), and unfavorable foreign currency exchange of $0.2 million (zero percent). This was partially offset by favorable pricing and sales mix of $11.6 million (three percent).

Current report

Segment EBITDA. The increase of $9.8 million in 2025 was driven by decreased manufacturing costs of $20.9 million, favorable pricing and sales mix of $11.7 million, and favorable foreign currency exchange and other charges of $3.1 million. The increase was partially offset by LIFO charges of $13.7 million, a volume decline of $6.6 million, and increased SG&A of $5.6 million.

Current report

Advanced Polymer Technologies Net sales decreased 22 percent compared to the prior year quarter reflecting continued pressure from indirect tariff impacts that depressed demand in customers’ end markets, continued weak industrial demand, and increased competition in China. Segment EBITDA increased by one percent, driven by lower raw material costs, improved operational efficiencies, and favorable foreign currency exchange.

Current report

Segment EBITDA. The increase of $0.1 million in 2025 was driven by decreased manufacturing costs of $3.7 million, and favorable foreign currency exchange and other charges of $2.8 million. The increase was partially offset by a volume decline of $3.9 million, unfavorable pricing and sales mix of $1.6 million, and increased SG&A of $0.9 million.

Current report

Segment net sales. The decrease of $21.0 million in 2025 was driven by a volume decline of $19.2 million (13 percent) and unfavorable pricing and sales mix of $3.1 million (two percent). The decrease was partially offset by favorable foreign currency exchange of $1.3 million (one percent).

Current report

Segment EBITDA. The decrease of $5.8 million in 2025 was driven by a volume decline of $7.2 million, unfavorable pricing and sales mix of $3.6 million, and increased SG&A of $2.1 million. The decrease was partially offset by decreased manufacturing costs of $4.8 million and favorable foreign currency exchange and other charges of $2.3 million.

Current report

(5) As consideration for the termination of the CTO supply contract, we made a cash payment in the amount of $50.0 million on July 1, 2024 and an additional cash payment in the amount of $50.0 million on October 8, 2024. Since this contract termination is directly attributable to the Performance Chemicals’ repositioning, that is, it does not represent normal, recurring expenses necessary to operate our business, we have excluded the CTO supply contract termination charges for the purposes of calculating our non-GAAP financial performance measures.

Current report

(7) For the three and nine months ended September 30, 2024, inventory charges represent lower of cost or market charges associated with the Performance Chemicals’ repositioning and restructuring actions. These charges were not allocated in the measurement of profitability used by our CODM and are therefore excluded from EBITDA from discontinued operations. Amounts are included in Cost of sales from discontinued operations. See Note 16 for more information.

Current report

(8) EBITDA from discontinued operations includes indirect costs that were previously allocated to the Divestiture but not eligible for discontinued operations accounting treatment.

Current report

Net sales from discontinued operations. The decrease of $14.1 million in 2025 was driven by volume decline of $10.7 million (25 percent), unfavorable pricing and sales mix of $3.5 million (eight percent), partially offset by favorable foreign currency exchange of $0.1 million (zero percent).

Current report

EBITDA from discontinued operations. The increase of $11.1 million in 2025 was driven by lower manufacturing costs of $6.3 million and LIFO liquidation benefit of $5.7 million, and favorable foreign currency exchange and other charges of $1.6 million, which included a one time insurance settlement of $1.0 million in 2025. The increase was partially offset by volume decline of $1.8 million and unfavorable pricing and sales mix of $0.7 million.

Current report

Net sales from discontinued operations. The decrease of $72.1 million in 2025 was driven by a volume decline of $67.8 million (40 percent), and unfavorable pricing and sales mix of $5.2 million (three percent). This was partially offset by favorable foreign currency exchange of $0.9 million (one percent).

Current report

EBITDA from discontinued operation. The increase of $34.8 million in 2025 was driven by LIFO liquidation benefit of $23.5 million, decreased manufacturing costs of $13.6 million, and decreased SG&A of $5.6 million, and favorable foreign currency exchange and other charges of $2.5 million, which included one time insurance settlement of $1.0 million in 2025. The increase was partially offset by unfavorable pricing and sales mix of $5.3 million and a volume decline of $5.1 million.

Current report

Adjusted EBITDA from discontinued operations is defined as net income (loss) from discontinued operations plus interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, goodwill impairment charges, acquisition and other-related (income) costs, (gain) loss on strategic investments, loss on CTO resales, and CTO supply contract termination charges.

Current report

Total adjusted EBITDA is defined as Adjusted EBITDA from continuing operations and Adjusted EBITDA from discontinued operations.

Current report

(7) Charges represent professional service fees related to a review of the company's portfolio.

Current report

Our outlook below is inclusive of both continuing and discontinued operations.

Current report

Our Total Adjusted EBITDA, inclusive of both continuing and discontinued operations, outlook for 2025 has been revised to reflect continued pressure on the Advanced Polymers Technologies reportable segment due to indirect tariffs and competitive dynamics. We expect Total Adjusted EBITDA, inclusive of both continuing and discontinued operations, to be between $390 million and $405 million.

Current report

During the three and nine months ended September 30, 2025, we repurchased $25.2 million, inclusive of $0.2 million in excise tax, in common stock, representing 445,724 shares of our common stock at a weighted average cost per share of $56.09. At September 30, 2025, $328.4 million remained unused under the 2022 Authorization.
Removed paragraphs (38)

Previous report

During the second quarter of 2025, the company identified a trigger event indicating that an investment being accounted for under the measurement alternative may be impaired. For the three and six months ended June 30, 2025, the company recognized an impairment of $2.5 million recorded in "Other (income) expense, net" on the condensed consolidated statements of operations.

Previous report

Goodwill Impairment Charge - Advanced Polymer Technologies

Previous report

During the second quarter of 2025, the announcements and subsequent modifications of international tariffs escalated global trade tensions and contributed to increased consumer uncertainty, which negatively impacted parts of our businesses, particularly Advanced Polymer Technologies (“APT”). As a result, we conducted an analysis of the APT reporting unit’s goodwill, intangible assets, and long-lived assets. This analysis incorporated revised expectations regarding the pace and strength of industrial demand recovery in key markets. In addition, the macroeconomic changes experienced during the quarter contributed to unfavorable movements in key valuation inputs, including an increase in the risk-free rate used in calculating the discount rate.

Previous report

Our analysis included significant assumptions such as the revenue growth rate, earnings before interest, taxes, depreciation, and amortization ("EBITDA") margin, and discount rate, which are judgmental. Variations in any assumptions could result in materially different calculations of fair value.

Previous report

On July 4, 2025, the President signed into law the One Big Beautiful Bill ("OBBB"), which includes a comprehensive tax reform package that significantly modifies U.S. federal tax policy. We are currently evaluating the impacts of the OBBB, with preliminary observations indicating a notable impact on cash taxes due to the ability to accelerate deductions. We currently expect the OBBB will have minimal impact to our effective tax rate for 2025.

Previous report

Additionally, in July 2024, we announced plans to transition the refining of oleo-based products manufactured for the Performance Chemicals reportable segment from our Crossett, Arkansas manufacturing plant (the “Crossett Facility”) to our North Charleston, South Carolina manufacturing plant. This action included the closure of the Crossett Facility, as well as additional corporate and business cost reduction actions. We ceased production at the Crossett Facility in the third quarter of 2024.

Previous report

The actions referenced above, when combined with other targeted workforce reduction initiatives during 2024 and 2023, resulted in the reduction of Ingevity's global workforce by 23 percent. Specific to Performance Chemicals, the reduction represented approximately 40 percent of the reportable segment's workforce.

Previous report

The CTO resale activity described below ended in 2024 and no excess CTO volumes were on hand at June 30, 2025. The DeRidder Plant closure, and the corresponding reduction in CTO refining capacity, significantly reduced our CTO volume requirements. However, we were obligated, under an existing CTO supply contract, to purchase CTO volumes through 2025 at amounts in excess of the CTO volumes needed to support our business operations. To manage this excess inventory, we sold CTO volumes (herein referred to as "CTO resales") in the open market. For the three and six months ended June 30 2024, we incurred $23.5 million and $50.0 million, respectively, of CTO resale losses, which are recorded as "Other (income) expense, net" on the condensed consolidated statements of operations.

Previous report

The Performance Chemicals repositioning, which began in November 2023, is focused on reducing exposure to lower margin end-use markets of our industrial specialties product line, such as adhesives, publication inks, and oilfield, representing approximately 45 percent of our industrial specialties product line historical annualized net sales. For the three and six months ended June 30, 2025, we realized cash savings of approximately $11 million and $19 million, including $8 million and $14 million in Cost of sales, $3 million and $4 million in Selling, general, and administrative expenses, and zero and $1 million in Research and technical expenses, respectively.

Previous report

Net sales declined primarily due to reduced performance in the Performance Chemicals segment, specifically within the road technologies and industrial specialties product lines. The decrease in industrial specialties sales was largely driven by strategic repositioning efforts aimed at reducing exposure to lower-margin end-use markets, resulting in an estimated $5 million reduction in quarterly sales. Additionally, unusually wet weather across much of the U.S. delayed road construction projects, negatively impacting the road technologies line. Further contributing factors included weaker customer demand, that accelerated toward the end of the quarter as a result of indirect tariff impacts within the Advanced Polymer Technologies reportable segment.

Previous report

Performance Materials Net sales decreased two percent compared to the prior year quarter. Sales in North America was offset by declines in Europe and Asia, excluding China where sales were flat year over year. Europe’s decline was attributed to tariff related uncertainty and the decline in Asia, excluding China, was due to timing of customer orders which benefited Q2 last year. Segment EBITDA for Performance Materials decreased $5.1 million or six percent, and Segment EBITDA margin declined to 50.1 percent. Segment EBITDA declined due to lower Net sales, investments in innovation, and one-time employee compensation costs.

Previous report

Segment net sales. The decrease of $3.3 million in 2025 was driven by a volume decline of $6.5 million (four percent), partially offset by favorable pricing and sales mix of $3.2 million (two percent).

Previous report

Segment net sales. The decrease of $1.6 million in 2025 was driven by a volume decline of $5.7 million (two percent), partially offset by favorable pricing and sales mix of $4.1 million (one percent).

Previous report

Performance Chemicals Net sales decreased $17.6 million (nine percent) compared to the prior year quarter, primarily as a result of our repositioning actions. Approximately$5 million of the decline in net sales reflects the exit of lower-margin end markets in our industrial specialties product line as we continue to focus on maximizing profitability. The remaining Net sales decline was primarily due to wet weather across much of the U.S. that delayed road construction projects, impacting our road technologies product line, and weakness in industrial demand within our industrial specialties product line. Segment EBITDA improved$22.7 million compared to the prior year quarter, reflecting the positive impact of repositioning actions, including benefits from cost savings actions and lower raw material costs, primarily CTO.

Previous report

Segment net sales. The decrease of $17.6 million in 2025 was driven by a volume decline of $26.4 million (14 percent), as a result of a decrease in industrial specialties ($14.2 million) and road technologies ($12.2 million). This was partially offset by favorable pricing and sales mix of $8.2 million (four percent), attributable to an increase in industrial specialties ($5.7 million) and road technologies ($2.5 million). Net sales was also impacted by favorable foreign currency exchange of $0.6 million (zero percent).

Previous report

Segment EBITDA. The increase of $22.7 million in 2025 was driven by lower manufacturing costs of $13.9 million, primarily due to lower cost CTO, favorable pricing and sales mix of $8.2 million, LIFO liquidation benefit of $4.3 million, lower SG&A of $1.3 million, which benefited from the Performance Chemicals repositioning, and decreased foreign currency exchange and other charges of $0.7 million. The increase was partially offset by a volume decline of $5.7 million.

Previous report

Segment net sales. The decrease of $69.6 million in 2025 was driven by a volume decline of $78.6 million (24 percent), as a result of a decrease in industrial specialties ($64.1 million) and road technologies ($14.5 million). This was partially offset by favorable pricing and sales mix of $8.4 million (three percent), attributable to an increase in industrial specialties ($5.0 million) and road technologies ($3.4 million). Net sales was also impacted by favorable foreign currency exchange of $0.6 million (zero percent).

Previous report

Advanced Polymer Technologies Net sales decreased 10 percent compared to the prior year quarter primarily due to weaker customer demand, partly attributed to tariff uncertainty, and price concessions to address competitive pressures. Segment EBITDA decreased by 91 percent, primarily driven by a planned extended outage in the second quarter to install new boilers, and lower volumes stemming from tariff-related pressures.

Previous report

Segment EBITDA. The decrease of $8.9 million in 2025 was driven by increased manufacturing costs of $5.0 million, a volume decline of $1.8 million, increased SG&A of $1.0 million, unfavorable pricing and sales mix of $0.9 million, and increased foreign currency exchange and other charges of $0.2 million.

Previous report

Segment net sales. The decrease of $10.4 million in 2025 was driven by a volume decline of $8.7 million (nine percent), and unfavorable pricing and sales mix of $2.0 million (two percent). The decrease was partially offset by favorable foreign currency exchange of $0.3 million (zero percent).

Previous report

Segment EBITDA. The decrease of $5.9 million in 2025 was driven by a volume decline of $3.3 million, unfavorable pricing and sales mix of $2.0 million, increased SG&A of $1.2 million, and increased foreign currency exchange and other charges of $0.5 million. The decrease was partially offset by decreased manufacturing costs of $1.1 million.

Previous report

We continue to closely monitor the evolving macroeconomic environment, including the impacts of recent tariffs and ongoing trade uncertainty. Despite these challenges, we are reaffirming our prior 2025 outlook for Net sales between $1.25 billion and $1.4 billion.

Previous report

•The road technologies product line is expected to see modest growth over 2024.

Previous report

•The industrial specialties product line is projected to deliver Net sales between $160 million and $200 million.

Previous report

Our Adjusted EBITDA outlook for 2025 has been revised to reflect improved profitability in Performance Chemicals and current forecasts of North America light vehicle production. We expect Adjusted EBITDA to be between $390 million and $415 million.

Previous report

Should the forecasted ~4 percent reduction in North America light vehicle production versus 2024 materialize, we anticipate EBITDA in our Performance Materials reportable segment will decline compared to the prior year. However, we expect to maintain Performance Materials segment EBITDA margins of around 50 percent, supported by improved pricing and continued operational efficiencies.

Previous report

In our Performance Chemicals reportable segment, we expect segment EBITDA to improve, driven by:

Previous report

•Modest revenue growth in our road technologies product line,

Previous report

•The benefits of successfully executed repositioning actions.

Previous report

For our Advanced Polymer Technologies reportable segment, as a result of expected weaker end-market demand impacting volumes, segment EBITDA margins are expected to be in the mid-teens to-low twenty percent range.
Reworded paragraphs (45)

Previous wording

•the anticipated timing, charges, costs and results of any current or future repositioning of our Performance Chemicals segment, including the oleo-based product refining transition and the closure of our plants in DeRidder, Louisiana and Crossett, Arkansas may differ materially from our estimates due to events that may occur as a result of, or in connection with, such repositioning efforts;

Current wording

•the anticipated timing, charges, costs and results of any current or future repositioning of our Performance Chemicals segment, including the announced sale of substantially all of the assets that relate to or are used in connection with our industrial specialties product line and our North Charleston crude tall oil refinery (the "Divestiture"), the oleo-based product refining transition and the closure of our plants in DeRidder, Louisiana and Crossett, Arkansas, may differ materially from our estimates due to events that may occur as a result of, or in connection with, such repositioning efforts;

Previous wording

•our announced review of strategic alternatives for the industrial specialties product line and North Charleston, South Carolina crude tall oil (“CTO”) refinery may not result in a transaction and any transaction entered into may not yield the expected results or benefits;

Current wording

•the Divestiture may not be consummated and, if consummated, may not yield the expected results or benefits;

Previous wording

On November 1, 2023, we announced a number of strategic actions designed to reposition our Performance Chemicals reportable segment to improve profitability and reduce the cyclicality of the company as a whole. These actions increased our focus on growing our most profitable Performance Chemicals product lines, such as road technologies, and diversifying our raw material stream to non-CTO based fatty acids. The repositioning focused on reducing exposure to lower margin end-use markets of our industrial specialties product line, such as adhesives, publication inks, and oilfield, representing approximately 45 percent of our industrial specialties product line historical annualized net sales. The repositioning included the closure of the Performance Chemicals CTO refinery and manufacturing plant located in DeRidder, Louisiana (the “DeRidder Plant”), including the polyol production assets associated with the Advanced Polymer Technologies ("APT") reportable segment. All production at the DeRidder Plant ceased in the first quarter of 2024. The Performance Chemicals repositioning initiative included additional corporate and business cost reduction actions executed in November 2023.

Current wording

We previously announced a number of strategic actions designed to reposition our Performance Chemicals reportable segment to improve profitability and reduce the cyclicality of the company as a whole. These actions increased our focus on growing our most profitable Performance Chemicals product lines, such as road technologies. The repositioning focused on reducing exposure to lower margin end-use markets of our industrial specialties product line, such as adhesives, publication inks, and oilfield, representing approximately 45 percent of our industrial specialties product line historical annualized net sales. See Note 16 for more information.

Previous wording

We expect to incur aggregate charges of approximately $365 million, excluding the CTO resale activity as described below, associated with the Performance Chemicals repositioning, consisting of approximately $255 million in asset-related charges, approximately $25 million in severance and other employee-related costs, and approximately $85 million in other restructuring costs, including decommissioning, dismantling and removal charges, and contract termination costs.

Current wording

Inclusive of continuing and discontinued operations, as part of the repositioning we expected to incur aggregate charges of approximately $365 million, excluding CTO resale activity, associated with the Performance Chemicals repositioning, consisting of approximately $255 million in asset-related charges, approximately $25 million in severance and other employee-related costs, and approximately $85 million in other restructuring costs, including decommissioning, dismantling and removal charges, and contract termination costs.

Previous wording

Through June 30, 2025, we have incurred $335.1 million associated with these actions, including $248.0 million of non-cash asset-related charges, and $87.1 million of charges to be settled in cash. As of June 30, 2025, $71.1 million of the charges to be settled in cash have been paid and all non-cash charges have been incurred. In total, we expect approximately $110 million of cash charges, including approximately$10 to $15 million during the remainder of 2025.

Current wording

Through September 30, 2025, we have incurred $344.7 million associated with these actions, including $248.0 million of non-cash asset-related charges, and $96.7 million of charges to be settled in cash. As of September 30, 2025, $83.1 million of the charges to be settled in cash have been paid and all non-cash charges have been incurred. In total, we expect approximately $110 million of cash charges, including approximately $5 million during the remainder of 2025.

Previous wording

Since November of 2023, we have realized total cash savings of approximately $103 million, including $82 million in Cost of sales, $16 million in Selling, general, and administrative expenses, and $5 million in Research and technical expenses, respectively. All cash savings have been realized as of June 30, 2025.

Current wording

Inclusive of continuing and discontinued operations, since November of 2023, we have realized total cash savings of approximately $103 million, including $82 million in Cost of sales, $16 million in Selling, general, and administrative expenses, and $5 million in Research and technical expenses, respectively. All cash savings have been realized as of September 30, 2025.

Previous wording

The Net sales decrease of $25.5 million in 2025 was driven by a volume decline of $37.6 million (10 percent). This decline was partially offset by favorable pricing and sales mix of $10.5 million (three percent) and favorable foreign currency exchange of $1.6 million (zero percent).

Current wording

The Net sales decrease of $0.7 million in 2025 was driven by a volume decline of $1.4 million (zero percent) and unfavorable pricing and sales mix of $0.3 million (zero percent). This decline was partially offset by favorable foreign currency exchange of $1.0 million (zero percent).

Previous wording

The Net sales decrease of $81.6 million in 2025 was driven by a volume decline of $93.0 million (13 percent). This decline was partially offset by favorable pricing and sales mix of $10.5 million (one percent) and favorable foreign currency exchange of $0.9 million (zero percent).

Current wording

The Net sales decrease of $24.3 million in 2025 was driven by a volume decline of $37.3 million (four percent). This decline was partially offset by favorable pricing and sales mix of $11.9 million (one percent) and favorable foreign currency exchange of $1.1 million (zero percent).

Previous wording

Gross profit increase of $28.4 million was driven primarily by decreased manufacturing costs of $29.4 million, favorable pricing and sales mix of $9.8 million, and a LIFO liquidation benefit of $8.6 million. This increase was partially offset by unfavorable sales volume of $19.2 million, and unfavorable foreign currency exchange of $0.2 million. Gross profit for the six months ended June 30, 2025 includes realized savings of $14.0 million from the Performance Chemicals repositioning actions initiated in 2023.

Current wording

Gross profit increase of $2.3 million was driven primarily by decreased manufacturing costs of $5.4 million, favorable foreign currency exchange of $2.8 million, favorable pricing and sales mix of $0.5 million, and favorable sales volume of $0.2 million. This increase was partially offset by LIFO charges of $6.6 million.

Previous wording

Gross profit increase of $14.7 million was driven primarily by favorable pricing and sales mix of $11.4 million, decreased manufacturing costs of $11.2 million, and a LIFO liquidation benefit of $4.1 million. This increase was partially offset by unfavorable sales volume of $11.5 million, and unfavorable foreign currency exchange of $0.5 million. Gross profit for the three months ended June 30, 2025 includes realized savings of $8.0 million from the Performance Chemicals repositioning actions initiated in 2023.

Current wording

Gross profit increase of $8.8 million was driven primarily by decreased manufacturing costs of $22.7 million, favorable pricing and sales mix of $12.1 million, and favorable foreign currency exchange of $4.7 million. This increase was partially offset by LIFO charges of $16.2 million, and unfavorable sales volume of $14.5 million.

Previous wording

SG&A was $44.2 million (12 percent of Net sales) and $41.4 million (11 percent of Net sales) for the three months ended June 30, 2025 and 2024, respectively. Overall, SG&A increased by $2.8 million (seven percent) driven by increased variable incentive compensation of $3.8 million, and increased spending on commercial activities of $2.0 million. These increased costs were partially offset by savings related to our Performance Chemicals repositioning actions of $3.0 million.

Current wording

SG&A was $44.1 million (13 percent of Net sales) and $37.9 million (11 percent of Net sales) for the three months ended September 30, 2025 and 2024, respectively. Overall, SG&A increased by $6.2 million (16 percent), primarily driven by increased variable incentive compensation of $6.4 million, partially offset by decreased spending on commercial activities of $0.2 million.

Previous wording

SG&A was $87.3 million (13 percent of Net sales) and $88.6 million (12 percent of Net sales) for the six months ended June 30, 2025 and 2024, respectively. Overall, SG&A decreased by $1.3 million (one percent) driven by our Performance Chemicals repositioning actions which included $4.0 million in cash savings, and reduced non-cash intangible amortization expense of $2.0 million. These savings were offset by increased variable incentive compensation of $3.7 million, and increased spending on commercial activities of $1.0 million.

Current wording

SG&A was $129.6 million (14 percent of Net sales) and $119.5 million (13 percent of Net sales) for the nine months ended September 30, 2025 and 2024, respectively. Overall, SG&A increased by $10.1 million (eight percent), driven by increased variable incentive compensation of $10.2 million, partially offset by decreased spending on commercial activities of $0.1 million.

Previous wording

Research and technical expenses as a percentage of Net sales was 2.4 percent and 1.9 percent for the six months ended June 30, 2025 and 2024, respectively. Research and technical expenses as a percentage of Net sales increased due to lower sales. Overall, Research and technical expenses increased by $1.4 million, compared to the prior year quarter, driven by a $2.4 million increase primarily within our Performance Materials reportable segment. The increase was partially offset by approximately $1.0 million in cash savings realized from the Performance Chemicals repositioning actions initiated in 2023.

Current wording

Research and technical expenses as a percentage of Net sales was 2.1 percent and 1.9 percent for the three months ended September 30, 2025 and 2024, respectively. Overall, Research and technical expenses increased by $0.8 million, compared to the prior year quarter, primarily driven by an increase within our Performance Materials reportable segment.

Previous wording

Research and technical expenses as a percentage of Net sales was 2.1 percent and 1.9 percent for the three months ended June 30, 2025 and 2024, respectively. Research and technical expenses as a percentage of Net sales increased due to lower sales. Overall, Research and technical expenses increased by $0.5 million, compared to the prior year quarter, primarily driven by an increase within our Performance Materials reportable segment.

Current wording

Research and technical expenses as a percentage of Net sales was 2.3 percent and 1.9 percent for the nine months ended September 30, 2025 and 2024, respectively. Research and technical expenses as a percentage of Net sales increased due to lower sales. Overall, Research and technical expenses increased by $3.0 million, compared to the prior year, primarily driven by an increase within our Performance Materials reportable segment.

Previous wording

Goodwill impairment charge of $183.8 million for the three and six months ended June 30, 2025 within our Advanced Polymer Technologies reportable segment. Goodwill impairment charge of $349.1 million for the three and six months ended June 30, 2024 within our Performance Chemicals reportable segment. See Note 7 for more information.

Current wording

Goodwill impairment charge of zero and $183.8 million for the three and nine months ended September 30, 2025, respectively, within our Advanced Polymer Technologies reportable segment. Goodwill impairment charge of zero and $306.6 million for the three and nine months ended September 30, 2024, respectively, within our Performance Chemicals reportable segment. See Note 7 for more information.

Previous wording

Acquisition-related (income) costs were zero for the three and six months ended June 30, 2025, and $(0.2) million and $0.1 million for the three and six months ended June 30, 2024, respectively. All charges relate to the integration of Ozark Materials into our Performance Chemicals reportable segment.

Current wording

Acquisition-related (income) costs were zero for the three and nine months ended September 30, 2025, and $(0.1) million and zero for the three and nine months ended September 30, 2024, respectively. All charges relate to the integration of Ozark Materials into our Performance Chemicals reportable segment.

Previous wording

For the three months ended June 30, 2025 and 2024, our effective tax rate was (2.7) percent and 15.2 percent, respectively. Excluding discrete items, the effective rate was 22.2 percent compared to 33.5 percent in the three months ended June 30, 2025 and 2024, respectively. See Note 12 for more information.

Current wording

For the three months ended September 30, 2025 and 2024, our effective tax rate was 34.4 percent and 12.0 percent, respectively. Excluding discrete items, the effective rate was 31.6 percent compared to 24.9 percent in the three months ended September 30, 2025 and 2024, respectively. See Note 12 for more information.

Previous wording

For the six months ended June 30, 2025 and 2024, our effective tax rate was (8.7) percent and 16.4 percent, respectively. Excluding discrete items, the effective rate was 22.3 percent compared to 34.5 percent in the six months ended June 30, 2025 and 2024, respectively. See Note 12 for more information.

Current wording

For the nine months ended September 30, 2025 and 2024, our effective tax rate was (94.8) percent and 14.3 percent, respectively. Excluding discrete items, the effective rate was 25.4 percent compared to 22.7 percent in the nine months ended September 30, 2025 and 2024, respectively. See Note 12 for more information.

Previous wording

In addition to the information discussed above, the following sections discuss the results of operations for Ingevity's reportable segments. Our segments are (i) Performance Materials, (ii) Performance Chemicals and (iii) Advanced Polymer Technologies. Segment Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") is the primary measure used by the company's chief operating decision maker to evaluate the performance of and allocate resources among our reportable segments. Segment EBITDA is defined as segment net sales less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses, research and technical expenses, other (income) expense, net, excluding depreciation and amortization). We have excluded the following items from segment EBITDA: interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, including inventory lower of cost or market charges associated with restructuring actions, goodwill impairment charge, acquisition and other-related income (costs), litigation verdict charges, gain (loss) on strategic investments, loss on CTO resales, CTO supply contract termination charges, proxy contest charges, and pension and postretirement settlement and curtailment income (charges), net.

Current wording

In addition to the information discussed above, the following sections discuss the results of operations for Ingevity's reportable segments. Our segments are (i) Performance Materials, (ii) Performance Chemicals and (iii) Advanced Polymer Technologies. Segment Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") is the primary measure used by the company's chief operating decision maker to evaluate the performance of and allocate resources among our reportable segments. Segment EBITDA is defined as segment net sales less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses, research and technical expenses, other (income) expense, net, excluding depreciation and amortization). We have excluded the following items from segment EBITDA: interest expense associated with corporate debt facilities, interest income, income taxes, depreciation, amortization, restructuring and other income (charges), net, goodwill impairment charges, acquisition and other-related income (costs), gain (loss) on strategic investments, proxy contest charges, portfolio review expenses, pension and postretirement settlement and curtailment income (charges), net, and indirect costs allocated to Divestiture.

Previous wording

Segment EBITDA. The decrease of $5.1 million in 2025 was driven by a volume decline of $4.0 million, increased SG&A and research and technical expenses of $3.1 million, increased foreign currency exchange and other charges of $1.7 million, LIFO charges of $0.2 million, and increased manufacturing costs of $0.2 million. The decrease was partially offset by favorable pricing and sales mix of $4.1 million.

Current wording

Segment EBITDA. The decrease of $0.7 million in 2025 was driven by increased SG&A and research and technical expenses of $2.2 million, increased manufacturing costs of $1.9 million, and LIFO charges of $0.2 million. The decrease was partially offset by volume growth of $2.8 million, favorable pricing and sales mix of $0.6 million, and favorable foreign currency exchange and other charges of $0.2 million.

Previous wording

Segment EBITDA. The decrease of $4.0 million in 2025 was driven by increased SG&A and research and technical expenses of $4.4 million, volume decline of $3.5 million, and LIFO charges of $2.2 million. The decrease was partially offset by favorable pricing and sales mix of $3.4 million, favorable foreign currency exchange and other charges of $1.5 million, and decreased manufacturing costs of $1.2 million.

Current wording

Segment EBITDA. The decrease of $4.7 million in 2025 was driven by increased SG&A and research and technical expenses of $7.9 million, LIFO charges of $2.5 million, volume decline of $0.7 million, and increased manufacturing costs of $0.6 million. The decrease was partially offset by favorable pricing and sales mix of $4.0 million, and favorable foreign currency exchange and other charges of $3.0 million.

Previous wording

Segment EBITDA. The increase of $33.0 million in 2025 was driven by lower manufacturing costs of $20.4 million, primarily due to lower cost CTO, LIFO liquidation benefit of $10.8 million, favorable pricing and sales mix of $8.4 million, lower SG&A of $3.2 million, which benefited from the Performance Chemicals repositioning, and decreased foreign currency exchange and other charges of $2.6 million. The increase was partially offset by a volume decline of $12.4 million.

Current wording

Segment EBITDA. The increase of $0.5 million in 2025 was driven by lower manufacturing costs of $5.8 million, favorable pricing and sales mix of $1.5 million, volume growth of $1.3 million, and favorable foreign currency exchange and other charges of $1.5 million. The increase was partially offset by LIFO charges of $6.4 million, and increased SG&A of $3.2 million.

Previous wording

Segment net sales. The decrease of $4.6 million in 2025 was driven by a volume decline of $4.7 million (10 percent), and unfavorable pricing and sales mix of $0.9 million (two percent). The decrease was partially offset by favorable foreign currency exchange of $1.0 million (two percent).

Current wording

Segment net sales. The decrease of $10.6 million in 2025 was driven by a volume decline of $10.5 million (22 percent) and unfavorable pricing and sales mix of $1.1 million (two percent). The decrease was partially offset by favorable foreign currency exchange of $1.0 million (two percent).

Previous wording

Based on the results of the quantitative analysis, we concluded that the carrying value of the APT reporting unit exceeded its fair value. As a result, we recorded a non-cash goodwill impairment charge of $183.8 million, representing all of the goodwill associated with the APT reporting unit. The charge is included within Goodwill impairment charge on the condensed consolidated statements of operations for the three and six months ended June 30, 2025. Specific to our long-lived assets, we determined that the undiscounted cash flows were in excess of the carrying values and therefore concluded that no impairment existed.

Current wording

(3) During the second quarter of 2024, the company concluded that the carrying value of the Performance Chemicals reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge.

Previous wording

(5) Due to the DeRidder Plant closure, and the corresponding reduced CTO refining capacity, we were obligated, under an existing CTO supply contract, to purchase CTO through 2025 at amounts in excess of required CTO volumes. On July 1, 2024, the CTO supply contract that resulted in these excess CTO volumes was terminated. As a result of the termination of this contract, the purchases under the CTO supply contract ended, effective June 30, 2024, and we ended our CTO resale activity as of December 31, 2024. Since these CTO resale activities are directly attributable to the Performance Chemicals repositioning, that is, they do not represent normal, recurring expenses necessary to operate our business, we have excluded the CTO resale (income) charges for the purposes of calculating our non-GAAP financial performance measures. For the three and six months ended June 30, 2024, the loss on CTO resales relates to the Performance Chemicals segment. Refer to Note 11 for more information.

Current wording

(4) Due to the DeRidder Plant closure and the corresponding reduced CTO refining capacity, we were obligated, under an existing CTO supply contract, to purchase CTO through 2025 at amounts in excess of required CTO volumes. On July 1, 2024, the CTO supply contract that resulted in these excess CTO volumes was terminated. As a result of the termination, the purchases under the CTO supply contract ended effective June 30, 2024. The CTO resale activity described above ended in 2024.

Previous wording

We believe this non-GAAP financial measure provides management as well as investors, potential investors, securities analysts, and others with useful information to evaluate the performance of the business, because such measure, when viewed together with our financial results computed in accordance with GAAP, provides a more complete understanding of the factors and trends affecting our historical financial performance and projected future results. We believe Adjusted EBITDA is a useful measure because it excludes the effects of financing and investment activities as well as non-operating activities.

Current wording

(9)We believe this non-GAAP financial measure provides management as well as investors, potential investors, securities analysts, and others with useful information to evaluate the performance of the business, because such measure, when viewed together with our financial results computed in accordance with GAAP, provides a more complete understanding of the factors and trends affecting our historical financial performance and projected future results. We believe this measure is useful because it excludes the effects of financing and investment activities as well as non-operating activities.

Current wording

Use of Non-GAAP Financial Measures - Total Adjusted EBITDA, Adjusted EBITDA from continuing operations, and Adjusted EBITDA from discontinued operations

Previous wording

Ingevity has presented the financial measure, Adjusted EBITDA, defined below, which has not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and has provided a reconciliation to net income, the most directly comparable financial measure calculated in accordance with GAAP. Adjusted EBITDA is not meant to be considered in isolation nor as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. Adjusted EBITDA is utilized by management as a measure of profitability.

Current wording

Ingevity has presented the financial measures, Total Adjusted EBITDA, Adjusted EBITDA from continuing operations, and Adjusted EBITDA from discontinued operations, defined below, which have not been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and has provided a reconciliation to net income, the most directly comparable financial measure calculated in accordance with GAAP. These measures are not meant to be considered in isolation nor as a substitute for the most directly comparable financial measure calculated in accordance with GAAP. Total Adjusted EBITDA, Adjusted EBITDA from continuing operations, and Adjusted EBITDA from discontinued operations are utilized by management as a measure of profitability.

Previous wording

Adjusted EBITDA is defined as net income (loss) plus interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, goodwill impairment charge, acquisition and other-related (income) costs, litigation verdict charges, (loss) gain on strategic investments, loss on CTO resales, CTO supply contract termination charges, proxy contest charges and pension and postretirement settlement and curtailment (income) charges, net.

Current wording

Adjusted EBITDA from continuing operations is defined as net income (loss) from continuing operations plus interest expense, net, provision (benefit) for income taxes, depreciation, amortization, restructuring and other (income) charges, net, goodwill impairment charges, acquisition and other-related (income) costs, litigation verdict charges, (gain) loss on strategic investments, proxy contest charges, portfolio review expenses, and pension and postretirement settlement and curtailment (income) charges, net.

Previous wording

This non-GAAP measure is not intended to replace the presentation of financial results in accordance with GAAP and investors should consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another. A reconciliation of Adjusted EBITDA to net income is set forth within this section.

Current wording

These non-GAAP measures are not intended to replace the presentation of financial results in accordance with GAAP and investors should consider the limitations associated with these non-GAAP measures, including the potential lack of comparability of these measures from one company to another. Reconciliations are set forth within this section.

Previous wording

The company believes the collective actions of workforce, operational, and regional business exits hindered our ability to dispose of the associated inventory on hand. As a result, we recorded zero and $2.5 million of non-cash, lower of cost or market, inventory charges for the three and six months ended June 30, 2024, respectively. These charges were made to adjust the carrying value of the affected inventory to its estimated realizable value, net of disposal costs, and are recorded to "Cost of sales" on the condensed consolidated statements of operations. Since these inventory charges are directly attributable to the Performance Chemicals repositioning, that is, they do not represent normal, recurring expenses necessary to operate our business, we have excluded such impact from the financial results of our Performance Chemicals reportable segment. Refer to Note 14 for more information.

Previous wording

The factors that impacted adjusted EBITDA period to period are the same factors that affected earnings discussed in the Results of Operations and Segment Operating Results sections included within this MD&A.

Current wording

Adjusted EBITDA from continuing operations is the sum of all reportable segment's EBITDA, less the indirect costs allocated to Divestiture and as such, the factors that impacted adjusted EBITDA from continuing operations period to period are the same factors that affected earnings discussed in the Results of Operations and Segment Operating Results sections included within this MD&A.

Previous wording

This guidance reflects current industry forecasts, which project a ~4 percent decline in North America light vehicle production when compared to 2024. As a result, we expect Net sales in our Performance Materials reportable segment to be similar to prior year.

Current wording

We are revising our 2025 outlook for Net sales, inclusive of both continuing and discontinued operations, to between $1.25 billion and $1.35 billion. We expect Net sales in our Performance Materials reportable segment to be flat to slightly down reflecting current industry forecasts, which project a ~2 percent decline in North America light vehicle production when compared to 2024. For our Advanced Polymer Technologies reportable segment, we expect Net sales to be down mid-teens versus the prior year, reflecting weaker end-market demand due to the continued impact of tariffs and competitive dynamics.

Previous wording

We anticipate Performance Chemicals segment EBITDA margins to be in the high-single to low-double digits.

Current wording

We expect our Performance Chemicals reportable segment, inclusive of both continuing and discontinued operations, to generate full-year EBITDA margins in the high-single to low-double digits. The industrial specialties product line, which is now presented as Discontinued Operations, is projected to deliver Net sales of around $130 million, and Adjusted EBITDA margin of approximately six percent, inclusive of indirect costs. We estimate these indirect costs will be approximately $15 million and expect to eliminate these indirect costs by the end of 2026 through operational efficiencies and the associated service agreements executed in conjunction with the Divestiture.

Previous wording

A reconciliation of net income to adjusted EBITDA as projected for 2025 is not provided. Ingevity does not forecast net income as it cannot, without unreasonable effort, estimate or predict with certainty various components of net income. These components, net of tax, include further restructuring and other income (charges), net; additional acquisition and other-related income (costs); additional pension and postretirement settlement and curtailment (income) charges; and revisions due to legislative tax rate changes. Additionally, discrete tax items could drive variability in our projected effective tax rate. All of these components could significantly impact such financial measures. Further, in the future, other items with similar characteristics to those currently included in adjusted EBITDA, that have a similar impact on comparability of periods, and which are not known at this time, may exist and impact adjusted EBITDA.

Current wording

A reconciliation of net income from continuing operations, net income from discontinued operations to adjusted EBITDA from continuing operations, adjusted EBITDA from discontinued operations, and total adjusted EBITDA as projected for 2025 is not provided. Ingevity does not forecast net income as it cannot, without unreasonable effort, estimate or predict with certainty various components of net income. These components, net of tax, include further restructuring and other income (charges), net; additional acquisition and other-related income (costs); additional pension and postretirement settlement and curtailment (income) charges; and revisions due to legislative tax rate changes. Additionally, discrete tax items could drive variability in our projected effective tax rate. All of these components could significantly impact such financial measures. Further, in the future, other items with similar characteristics to those currently included in adjusted EBITDA from continuing operations, adjusted EBITDA from discontinued operations, and total adjusted EBITDA, that have a similar impact on comparability of periods, and which are not known at this time, may exist and impact adjusted EBITDA from continuing operations, adjusted EBITDA from discontinued operations, and total adjusted EBITDA.

Previous wording

The primary source of liquidity for our business is the cash flow provided by operating activities. We expect our cash flow provided by operations combined with cash on hand and available capacity under our revolving credit facility to be sufficient to fund our planned operations and meet our interest and other contractual obligations for at least the next twelve months. As of June 30, 2025, our undrawn capacity under our revolving credit facility was $400.0 million. Over the next twelve months, we expect to fund the following: debt principal repayments, interest payments, capital expenditures, income tax payments, additional spending associated with our Performance Materials' intellectual property litigation, and restructuring activities such as the repositioning of our Performance Chemicals reportable segment as further described within Note 11. In addition, we may also evaluate and consider purchases pursuant to our stock repurchase program (and related excise tax payments), strategic acquisitions, joint ventures, or other transactions to create stockholder value and enhance financial performance. In connection with such transactions, or to fund other anticipated uses of cash, we may modify our existing revolving credit facility, redeem all or part of our outstanding senior notes, seek additional debt financing, issue equity securities, or some combination thereof.

Current wording

The primary source of liquidity for our business is the cash flow provided by operating activities. We expect our cash flow provided by operations combined with cash on hand and available capacity under our revolving credit facility to be sufficient to fund our planned operations and meet our interest and other contractual obligations for at least the next twelve months. As of September 30, 2025, our undrawn capacity under our revolving credit facility was $477.0 million. Over the next twelve months, we expect to fund the following: debt principal repayments, interest payments, capital expenditures, income tax payments, purchases pursuant to our stock repurchase program (and related excise tax payments), additional spending associated with our Performance Materials' intellectual property litigation, and restructuring activities such as the repositioning of our Performance Chemicals reportable segment as further described within Note 11. In addition, we may also evaluate and consider strategic acquisitions, joint ventures, or other transactions to create stockholder value and enhance financial performance. In connection with such transactions, or to fund other anticipated uses of cash, we may modify our existing revolving credit facility, redeem all or part of our outstanding senior notes, seek additional debt financing, issue equity securities, or some combination thereof.

Previous wording

Cash and cash equivalents totaled $76.9 million at June 30, 2025. We continuously monitor deposit concentrations and the credit quality of the financial institutions that hold our cash and cash equivalents, as well as the credit quality of our insurance providers, customers, and key suppliers.

Current wording

Cash and cash equivalents totaled $83.4 million at September 30, 2025. We continuously monitor deposit concentrations and the credit quality of the financial institutions that hold our cash and cash equivalents, as well as the credit quality of our insurance providers, customers, and key suppliers.

Previous wording

Due to the global nature of our operations, a portion of our cash is held outside the U.S. The cash and cash equivalents balance at June 30, 2025, included $65.7 million held by our foreign subsidiaries. Cash and earnings of our foreign subsidiaries are generally used to finance our foreign operations and their capital expenditures. We believe that our foreign holdings of cash will not have a material adverse impact on our U.S. liquidity. If these earnings were distributed, such amounts could be subject to U.S. federal income tax at the statutory rate less the available foreign tax credits, if any, and could potentially be subject to withholding taxes in the various jurisdictions. The potential tax implications of the repatriation of unremitted earnings are driven by facts at the time of distribution, therefore, it is not practicable to estimate the income tax liabilities that might be incurred if such cash and earnings were repatriated to the U.S. Management does not currently expect to repatriate cash earnings from our foreign operations in order to fund U.S. operations.

Current wording

Due to the global nature of our operations, a portion of our cash is held outside the U.S. The cash and cash equivalents balance at September 30, 2025, included $79.7 million held by our foreign subsidiaries. Cash and earnings of our foreign subsidiaries are generally used to finance our foreign operations and their capital expenditures. We believe that our foreign holdings of cash will not have a material adverse impact on our U.S. liquidity. If these earnings were distributed, such amounts could be subject to U.S. federal income tax at the statutory rate less the available foreign tax credits, if any, and could potentially be subject to withholding taxes in the various jurisdictions. The potential tax implications of the repatriation of unremitted earnings are driven by facts at the time of distribution, therefore, it is not practicable to estimate the income tax liabilities that might be incurred if such cash and earnings were repatriated to the U.S. Refer to Note 12 for more information.

Previous wording

During the three and six months ended June 30, 2025 and 2024, we repurchased no common stock. At June 30, 2025, $353.4 million remained unused under the 2022 Authorization.

Current wording

During the three and nine months ended September 30, 2024, we repurchased no common stock.

Previous wording

Cash flow comparison of the Six Months Ended June 30, 2025 and 2024

Current wording

Cash flow comparison of the Nine Months Ended September 30, 2025 and 2024

Showing the first 40 of 45 pairs. Open the source sections for the rest.

Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

(1) EBITDA from discontinued operations is defined as net sales from discontinued operations less operating expenses from discontinued operations (operating expenses from discontinued operations consist of costs of sales, selling, general and administrative expenses, research and technical expenses, other (income) expense, net, excluding depreciation and amortization). We have excluded the following items from EBITDA from discontinued operations: income taxes, depreciation, amortization, restructuring and other income (charges), net, inventory lower of cost or market charges associated with restructuring actions, goodwill impairment charges, acquisition and other-related income (costs), gain (loss) on sale of strategic investments, loss on CTO resales, CTO supply contract termination charges, and pension and postretirement settlement and curtailment income (charges), net.

Current report — wording carried from elsewhere

(2) We regularly perform strategic reviews and assess the return on our operations, which sometimes results in a plan to restructure the business. These costs are excluded from our EBITDA from discontinued operations.

Current report — wording carried from elsewhere

(6) We exclude gains and losses from strategic investments from our segment results, as well as our non-GAAP financial measures, because we do not consider such gains or losses to be directly associated with the operational performance of the segment. We believe that the inclusion of such gains or losses, would impair the factors and trends affecting the historical financial performance of our reportable segments. We continue to include undistributed earnings or loss, distributions, amortization or accretion of basis differences, and other-than-temporary impairments for equity method investments that we believe are directly attributable to the operational performance of such investments, in our EBITDA from discontinued operations.

Current report — wording carried from elsewhere

We believe these non-GAAP financial measures provide management as well as investors, potential investors, securities analysts, and others with useful information to evaluate the performance of the business, because such measure, when viewed together with our financial results computed in accordance with GAAP, provides a more complete understanding of the factors and trends affecting our historical financial performance and projected future results. We believe these measures are useful because they exclude the effects of financing and investment activities as well as non-operating activities.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

On July 1, 2024, the CTO supply contract that resulted in these excess CTO volumes was terminated. As consideration for the termination of the CTO supply contract, we made cash payments totaling $100.0 million during 2024. The charge was recorded within "Other (income) expense, net" on the condensed consolidated statements of operations for the year ended December 31, 2024. As a result of the termination, the purchases under the CTO supply contract ended effective June 30, 2024.

Previous report — wording carried elsewhere

In our Performance Chemicals reportable segment:

Previous report — wording carried elsewhere

For our Advanced Polymer Technologies reportable segment, we expect Net sales to be down mid-to-high single digits versus the prior year, reflecting weaker end-market demand due to the impact of tariffs and continued competitive pressures.