Ashland (NYSE: ASH) boosts cash flow, trims risks amid flat sales
Ashland Inc. reported steadier results for the quarter ended March 31, 2026, with sales of $482 million, slightly above $479 million a year earlier. Gross profit held at $147 million, but operating income declined to $39 million from $51 million as higher net interest and other costs weighed on earnings.
Net income from continuing operations was $15 million, down from $30 million, while diluted EPS from continuing operations fell to $0.32 from $0.63. For the first six months, Ashland generated $868 million in sales versus $884 million last year but swung to a small net profit of $4 million from a prior loss driven by earlier divestiture charges.
Cash generation improved meaningfully: operating activities from continuing operations provided $175 million in the first half, compared with a $21 million use last year, helping lift cash and equivalents to $343 million and keeping long‑term debt roughly flat at $1.37 billion. The balance sheet also reflects sizable long‑term asbestos and environmental reserves, though these declined modestly versus September 2025.
Positive
- None.
Negative
- None.
Insights
Profitability and cash flow improved mainly from non‑recurring items, while sales stayed soft.
Ashland held quarterly sales essentially flat at $482 million, but operating income fell to $39 million as prior‑year divestiture gains did not repeat. Six‑month EBITDA improved to $126 million from a $17 million loss, largely because last year included a substantial Avoca impairment.
Core demand remains sluggish: six‑month sales slipped to $868 million from $884 million, with modest volume and mix pressure across segments. Segment EBITDA stayed strongest in Life Sciences and Personal Care, while Specialty Additives showed weaker margins, reflecting continuing pricing and cost headwinds.
Cash generation is a clear positive. Continuing operations produced $175 million of operating cash in the first half versus a $21 million use last year, helped by working‑capital improvements and lower divestiture‑related outflows. Net debt remains anchored by $1.37 billion of long‑term borrowings and $343 million of cash, with leverage ratios well inside covenant limits disclosed in the filing.
Leverage and liquidity look stable, but legacy asbestos and environmental obligations remain substantial.
Long‑term debt was broadly unchanged at $1.37 billion, versus assets of $4.50 billion. The company reports a consolidated net leverage ratio of 2.6% against a 4.0% covenant limit and an interest‑coverage ratio of 6.5, above the required 3.0, indicating comfortable covenant headroom.
Ashland continues to carry material long‑tail liabilities: asbestos litigation reserves totaled $362 million and environmental remediation reserves $219 million, partly offset by related insurance and restricted investments. Management notes these reserves are based on long‑horizon actuarial models and could change if claim trends, remediation scope or assumptions shift.
Liquidity is supported by $343 million of cash and $596 million of unused revolver capacity under the 2022 Credit Agreement. Accounts receivable sales programs are fully utilized, and a supply‑chain finance program is ramping modestly, which together help manage working capital without adding on‑balance‑sheet debt.
Key Figures
Key Terms
EBITDA financial
restricted investments financial
asbestos litigation reserves financial
cash flow hedges financial
noncurrent liabilities financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(a
I.R.S. No.
Telephone Number (
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑ |
|
|
Accelerated Filer |
|
☐ |
|
Non-Accelerated Filer |
☐ |
|
|
Smaller Reporting Company |
|
|
|
|
Emerging Growth Company |
|
|||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
At March 31, 2026, there were
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions except per share data - unaudited) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Sales - Note P |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales - Note Q |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expense - Note Q |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development expense - Note Q |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Intangibles amortization expense - Note G and Note Q |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity and other income - Note Q |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) on divestitures, net - Note B and Note Q |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net interest and other expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other net periodic benefit loss - Note K |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations before income taxes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income tax expense (benefit) - Note J |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income (loss) from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income from discontinued operations, net of income taxes - Note C |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
PER SHARE DATA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per share - Note M |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings (loss) per share - Note M |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
COMPREHENSIVE INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized translation gain (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Unrealized gain on commodity hedges |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) - Note N |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Comprehensive income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
2
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions - unaudited) |
|
March 31 |
|
|
September 30 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, net(a) - Note H |
|
|
|
|
|
|
||
Inventories - Note F |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Noncurrent assets |
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
|
|
|
|
||
Cost |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
|
|
|
|
||
Net property, plant and equipment |
|
|
|
|
|
|
||
Goodwill - Note G |
|
|
|
|
|
|
||
Intangibles - Note G |
|
|
|
|
|
|
||
Operating lease assets, net - Note I |
|
|
|
|
|
|
||
Restricted investments - Note E |
|
|
|
|
|
|
||
Asbestos insurance receivable, net(b) - Note L |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total noncurrent assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Trade and other payables |
|
$ |
|
|
$ |
|
||
Accrued expenses and other liabilities |
|
|
|
|
|
|
||
Current operating lease obligations - Note I |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Noncurrent liabilities |
|
|
|
|
|
|
||
Long-term debt - Note H |
|
|
|
|
|
|
||
Asbestos litigation reserves - Note L |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Employee benefit obligations - Note K |
|
|
|
|
|
|
||
Operating lease obligations - Note I |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Total noncurrent liabilities |
|
|
|
|
|
|
||
Commitments and contingencies - Note I and L |
|
|
|
|
|
|
||
Equity - Note N |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Total liabilities and equity |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
|
|
Six months ended |
|
|||||
|
|
March 31 |
|
|||||
(In millions - unaudited) |
|
2026 |
|
|
2025 |
|
||
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES FROM CONTINUING OPERATIONS |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Income from discontinued operations, net of income taxes |
|
|
( |
) |
|
|
( |
) |
Adjustments to reconcile income (loss) from continuing operations to cash flows from operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Original issue discount and debt issuance costs amortization |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Gain from sales of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Income from affiliates |
|
|
( |
) |
|
|
( |
) |
Stock based compensation expense |
|
|
|
|
|
|
||
Loss from excess tax deduction on stock based compensation |
|
|
( |
) |
|
|
|
|
(Income) loss from restricted investments |
|
|
( |
) |
|
|
|
|
Loss on divestitures, net |
|
|
|
|
|
|
||
Pension contributions |
|
|
( |
) |
|
|
( |
) |
Loss on pension and other postretirement plan remeasurements |
|
|
|
|
|
|
||
Change in operating assets and liabilities |
|
|
|
|
|
( |
) |
|
Total cash flows provided (used) by operating activities from continuing operations |
|
|
|
|
|
( |
) |
|
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES FROM CONTINUING OPERATIONS |
|
|
|
|
|
|
||
Additions to property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposal of property, plant and equipment |
|
|
|
|
|
|
||
Proceeds from sale of operations |
|
|
|
|
|
|
||
Proceeds from settlement of Company-owned life insurance contracts |
|
|
|
|
|
|
||
Company-owned life insurance payments |
|
|
( |
) |
|
|
( |
) |
Funds restricted for specific transactions |
|
|
( |
) |
|
|
( |
) |
Reimbursements from restricted investments |
|
|
|
|
|
|
||
Proceeds from sale of securities |
|
|
|
|
|
|
||
Purchases of securities |
|
|
( |
) |
|
|
( |
) |
Total cash flows provided (used) by investing activities from continuing operations |
|
|
|
|
|
( |
) |
|
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES FROM CONTINUING OPERATIONS |
|
|
|
|
|
|
||
Repurchase of common stock |
|
|
|
|
|
( |
) |
|
Proceeds from short-term debt |
|
|
|
|
|
|
||
Cash dividends paid |
|
|
( |
) |
|
|
( |
) |
Stock based compensation employee withholding taxes paid in cash |
|
|
( |
) |
|
|
( |
) |
Total cash flows used by financing activities from continuing operations |
|
|
( |
) |
|
|
( |
) |
CASH PROVIDED (USED) BY CONTINUING OPERATIONS |
|
|
|
|
|
( |
) |
|
CASH USED BY DISCONTINUED OPERATIONS |
|
|
|
|
|
|
||
Operating cash flows |
|
|
( |
) |
|
|
( |
) |
Total cash used by discontinued operations |
|
|
( |
) |
|
|
( |
) |
Effect of currency exchange rate changes on cash and cash equivalents(a) |
|
|
|
|
|
( |
) |
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
|
|
|
( |
) |
|
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD |
|
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS - END OF PERIOD |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A – SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles for interim financial reporting ("U.S. GAAP") and U.S. Securities and Exchange Commission ("SEC") regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. These Condensed Consolidated Financial Statements omit certain information and footnote disclosures required for complete annual financial statements and, therefore, should be read in conjunction with the Ashland Inc. and consolidated subsidiaries ("Ashland" or the "Company") Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 20, 2025. Results of operations for the three and six months ended March 31, 2026, are not necessarily indicative of the expected results for the remainder of the fiscal year.
Ashland is comprised of the following reportable segments: Life Sciences, Personal Care, Specialty Additives and Intermediates. Unallocated and other includes corporate governance activities and certain legacy matters. For additional information about Ashland's reportable segments, see Note Q.
Use of estimates, risks and uncertainties
The preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include, but are not limited to, environmental remediation, asbestos litigation, accounting for goodwill and other indefinite-lived intangible assets and income taxes. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions.
Ashland’s results are affected by domestic and international economic, political, legislative, regulatory and legal actions. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, government fiscal policies and changes in the prices of certain key raw materials, can have a significant effect on operations. While Ashland maintains reserves for anticipated liabilities and carries various levels of insurance, Ashland could be affected by civil, criminal, regulatory or administrative actions, claims or proceedings relating to asbestos, environmental remediation, income taxes or other matters.
New accounting pronouncements
A description of new U.S. GAAP accounting standards issued or adopted during the current quarter is required in interim financial reporting. A detailed listing of new accounting standards relevant to Ashland is included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2025. There were no new accounting pronouncements recently adopted or issued since then that are expected to have a material impact on the Condensed Consolidated Financial Statements.
NOTE B – DIVESTITURES
Avoca business sale
On March 31, 2025, Ashland completed the sale of its Avoca business to Mane SA. Proceeds from the sale were $
The Avoca business was included within Ashland's Personal Care reportable segment.
Ashland determined this transaction did not qualify for discontinued operations treatment since it neither represented a strategic shift nor did it have a major effect on Ashland's operations and financial results.
Ashland recorded an impairment charge of
5
The impairment charge includes the impact of the related inside tax basis differences associated with the impaired assets. The tax benefit associated with the sale is included within the income tax expense (benefit) caption of the Statement of Condensed Consolidated Comprehensive Income (Loss) for the six months ended March 31, 2025. Ashland also recorded a pre-tax gain on sale of $
Other corporate assets
During the six months ended March 31, 2026, Ashland completed the sale of an excess land property with a net book value of $
During the three months ended March 31, 2025, Ashland completed the sale of an excess land property with a net book value of
NOTE C – DISCONTINUED OPERATIONS
Ashland has divested certain businesses that have qualified as discontinued operations. The operating results from these divested businesses and subsequent adjustments related to ongoing assessments of certain retained liabilities and income tax items have been recorded within the income from discontinued operations, net of income taxes caption in the Statements of Condensed Consolidated Comprehensive Income (Loss) for all periods presented.
Due to the ongoing assessment of certain matters associated with previous divestitures, subsequent adjustments to these divestitures may continue in future periods in the income from discontinued operations, net of income taxes caption in the Statements of Condensed Consolidated Comprehensive Income (Loss).
The following divested businesses represent disposal groups that qualified as discontinued operations in previous periods and impacted discontinued operations for the three and six months ended March 31, 2026 and 2025:
Components of amounts reflected in the Statements of Condensed Consolidated Comprehensive Income (Loss) related to discontinued operations are presented in the following table:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Water Technologies |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Performance Adhesives |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Valvoline |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
6
NOTE D – RESTRUCTURING ACTIVITIES
Ashland periodically implements restructuring programs related to acquisitions, divestitures and other cost reduction programs in order to enhance profitability through streamlined operations and an improved overall cost structure.
Restructuring costs
During fiscal 2025, Ashland initiated a restructuring plan to offset the impact from the Nutraceuticals business sale completed in fiscal 2024, the Avoca business sale completed in fiscal 2025, and other portfolio optimization actions ("2025 Restructuring Program"). As a part of the 2025 Restructuring Program, Ashland is also advancing a multi-year manufacturing network optimization to improve operational cost and strengthen its competitive position. The 2025 Restructuring Program continued into fiscal 2026.
During fiscal 2023, Ashland implemented targeted organizational restructuring actions to reduce costs ("2023 Restructuring Program"). The 2023 Restructuring Program is now completed.
The following tables detail the amount of restructuring severance expense related to these programs.
|
Three months ended March 31, 2026 |
|
|
Three months ended March 31, 2025 |
|
||||||||||
(In millions) |
Severance expense(a) |
|
|
Utilization (cash paid) |
|
|
Severance expense(a) |
|
|
Utilization (cash paid) |
|
||||
2025 Restructuring Program |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
2023 Restructuring Program |
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Six months ended March 31, 2026 |
|
|
Six months ended March 31, 2025 |
|
||||||||||
(In millions) |
Severance expense(a) |
|
|
Utilization (cash paid) |
|
|
Severance expense (income)(a) |
|
|
Utilization (cash paid) |
|
||||
2025 Restructuring Program |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
2023 Restructuring Program |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following table details at March 31, 2026, the amount of restructuring severance liabilities related to these programs.
(In millions) |
2025 Restructuring Program |
|
|
2023 Restructuring Program |
|
||
Balance at September 30, 2025(a) |
$ |
|
|
$ |
|
||
Restructuring reserve |
|
|
|
|
|
||
Utilization (cash paid) |
|
( |
) |
|
|
( |
) |
Balance at March 31, 2026(a) |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
7
Plant optimization actions
Ashland's portfolio optimization actions have included manufacturing network optimization projects associated with carboxymethylcellulose ("CMC"), industrial methylcellulose ("MC"), vinyl pyrrolidone and derivatives ("VP&D") and hydroxyethylcellulose ("HEC").
During the three and six months ended March 31, 2026, Ashland incurred
During both the three and six months ended March 31, 2025, Ashland incurred $
NOTE E – FAIR VALUE MEASUREMENTS
As required by U.S. GAAP, Ashland uses applicable guidance for defining fair value, the initial recording and periodic remeasurement of certain assets and liabilities measured at fair value and related disclosures for instruments measured at fair value. Fair value accounting guidance establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. The three levels within the fair value hierarchy are described as follows.
Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3 – Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect Ashland’s own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include Ashland’s own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment.
For assets that are measured using quoted prices in active markets (Level 1), the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs (Level 2) are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability. For all other assets and liabilities for which unobservable inputs are used (Level 3), fair value is derived through the use of fair value models, such as a discounted cash flow model or other standard pricing models that Ashland deems reasonable.
8
The following table summarizes financial instruments subject to recurring fair value measurements as of March 31, 2026:
(In millions) |
|
Carrying value |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Restricted investments(a)(b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment of captive insurance company(c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity derivatives(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency derivatives(e) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Commodity derivatives(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total liabilities at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The following table summarizes financial instruments subject to recurring fair value measurements as of September 30, 2025:
(In millions) |
|
Carrying value |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Restricted investments(a)(b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment of captive insurance company(c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commodity derivatives(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency derivatives(e) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Commodity derivatives(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total liabilities at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restricted investments
Ashland maintains certain investments in Company restricted renewable annual trusts for the purpose of paying future asbestos indemnity and defense costs and future environmental remediation and related litigation costs. The financial instruments are designated as investment securities, classified as Level 1 measurements within the fair value hierarchy. These investment securities were classified primarily as noncurrent restricted investment assets, with $
9
The following table presents gross unrealized gains and losses for the restricted investments as of:
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
||||
(In millions) |
|
Adjusted Cost |
|
|
Unrealized Gain |
|
|
Unrealized Loss |
|
|
Fair Value |
|
||||
March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Demand deposit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Equity mutual fund |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed income mutual fund |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Fair value |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Demand deposit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Equity mutual fund |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed income mutual fund |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Fair value |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following table presents the investment income, net gains and losses realized, funds restricted for specific transactions, and disbursements related to restricted investments:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Investment income(a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net gains (losses)(a) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Funds restricted for specific transactions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Disbursements |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency derivatives
Ashland conducts business in a variety of foreign currencies. Accordingly, Ashland regularly uses foreign currency derivative instruments to manage exposure on certain transactions denominated in foreign currencies to curtail potential earnings volatility effects of certain assets and liabilities, including short-term intercompany loans, denominated in currencies other than Ashland’s functional currency of an entity. These derivative contracts generally require exchange of one foreign currency for another at a fixed rate at a future date and generally have maturities of less than twelve months. All contracts are valued at fair value with net changes in fair value recorded within the selling, general and administrative expense caption within the Statements of Condensed Consolidated Comprehensive Income (Loss). The impacts of these contracts were largely offset by gains and losses resulting from the impact of changes in exchange rates on transactions denominated in non-functional currencies.
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Foreign currency derivative gains (losses) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following table summarizes the fair values of the outstanding foreign currency derivatives included in accounts receivable, net and accrued expenses and other liabilities of the Condensed Consolidated Balance Sheets as of:
|
|
March 31 |
|
|
September 30 |
|
||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Foreign currency derivative assets(a) |
|
$ |
|
|
$ |
|
||
Notional contract values |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Foreign currency derivative liabilities |
|
$ |
|
|
$ |
|
||
Notional contract values |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
10
Commodity derivatives
Natural gas derivatives
To manage its exposure to the market price volatility of natural gas consumed by its U.S. plants during the manufacturing process, Ashland regularly enters into forward contracts that are designated as cash flow hedges.
The following table summarizes the net gains (losses) recognized within the cost of sales caption of the Statements of Condensed Consolidated Comprehensive Income (Loss):
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Commodity derivative gains (losses) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following table summarizes the fair values of the outstanding natural gas derivatives included in accounts receivable, net and accrued expenses and other liabilities of the Condensed Consolidated Balance Sheets as of:
|
|
March 31 |
|
|
September 30 |
|
||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Commodity derivative assets |
|
$ |
|
|
$ |
|
||
Notional contract values |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Commodity derivative liabilities |
|
$ |
|
|
$ |
|
||
Notional contract values |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Other commodity derivatives
During the three months ended March 31, 2026, Ashland entered into a series of forward contracts to manage its exposure to the market volatility of butane consumed by its U.S. plants during the manufacturing process. These derivative instruments qualify as a hedge of future cash flows, are recognized as either assets or liabilities on the Condensed Consolidated Balance Sheets and are measured at fair value. Gains and losses related to an instrument that qualifies for hedge accounting are either recognized in the Statements of Condensed Consolidated Comprehensive Income (Loss) immediately to offset the gain or loss on the hedged item, or deferred and recorded in the stockholders’ equity section of the Condensed Consolidated Balance Sheets as a component of accumulated other comprehensive loss and subsequently recognized in the Statements of Condensed Consolidated Comprehensive Income (Loss) when the hedged item affects net income (loss). Cash flows from derivative financial instruments designated as cash flow hedges are classified as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows for the relevant period. These contracts did not have a material impact on Ashland’s Condensed Consolidated Financial Statements during the three and six months ended March 31, 2026.
Other financial instruments
At March 31, 2026 and September 30, 2025, Ashland's long-term debt (including the current portion and excluding debt issuance cost discounts) had a carrying value of $
NOTE F – INVENTORIES
The following table summarizes Ashland’s inventories as of:
|
|
March 31 |
|
|
September 30 |
|
||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Finished products |
|
$ |
|
|
$ |
|
||
Raw materials, supplies and work in process |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
11
NOTE G – GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
Ashland tests goodwill and other indefinite-lived intangible assets for impairment annually as of July 1 or whenever events and circumstances indicate an impairment may have occurred.
No indicators of impairment were identified during the three and six months ended March 31, 2026.
The following is a progression of goodwill by reportable segment for the six months ended March 31, 2026:
|
Life |
|
|
Personal |
|
|
Specialty |
|
|
|
|
|
|
|
|||||
(In millions) |
Sciences |
|
|
Care |
|
|
Additives |
|
|
Intermediates |
|
|
Total |
|
|||||
Balance at September 30, 2025(a) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Currency translation |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance at March 31, 2026(a) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other intangible assets
Ashland annually reviews, as of July 1, indefinite-lived intangible assets for impairment or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.
Other intangible assets were comprised of the following as of:
|
March 31, 2026 |
|
|
September 30, 2025 |
|
||||||||||||||||||
|
Gross |
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
Net |
|
||||||
|
carrying |
|
|
Accumulated |
|
|
carrying |
|
|
carrying |
|
|
Accumulated |
|
|
carrying |
|
||||||
(In millions) |
amount |
|
|
amortization |
|
|
amount |
|
|
amount |
|
|
amortization |
|
|
amount |
|
||||||
Definite-lived intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trademarks and trade names |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Intellectual property |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Customer lists |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total definite-lived intangible assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Indefinite-lived intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trademarks and trade names |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Total indefinite-lived intangible assets |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization expense recognized on other intangible assets was $
12
NOTE H – DEBT AND OTHER FINANCING ACTIVITIES
The following table summarizes Ashland’s long-term debt as of:
(In millions) |
|
March 31, 2026 |
|
|
September 30, 2025 |
|
||
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Other(a) |
|
|
( |
) |
|
|
( |
) |
Long-term debt (less debt issuance costs)(b) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
The scheduled aggregate maturities for long-term debt by year (excluding debt issuance costs) are as follows as of March 31, 2026:
Accounts receivable facilities and supply chain finance program
Ashland continues to maintain its U.S. Accounts Receivable Sales Program, which was entered into during fiscal 2021, and its Foreign Accounts Receivable Sales Program, which was entered into during fiscal 2024. Under these programs, Ashland accounts for the accounts receivable transferred to buyers as sales. Ashland recognizes any gains or losses based on the excess of proceeds received net of buyer’s discounts and fees compared to the carrying value of the accounts receivable. Proceeds received, net of buyer’s discounts and fees, are recorded within the operating activities of the Statements of Condensed Consolidated Cash Flows. Losses on sale of accounts receivable, including related transaction expenses are recorded within the net interest and other expense caption of the Statements of Condensed Consolidated Comprehensive Income (Loss). Ashland regularly assesses its servicing obligations and records them as assets or liabilities when appropriate. Ashland also monitors its obligation with regards to the limited guarantee and records the resulting guarantee liability when warranted. When applicable, Ashland discloses the amount of the accounts receivable that serves as over-collateralization as a restricted asset.
U.S. Accounts Receivable Sales Program
Ashland recognized a loss of less than $
For the six months ended March 31, 2026 and 2025, the year-to-date gross cash proceeds received for accounts receivable transferred and derecognized were $
Foreign Accounts Receivable Sales Program
Ashland recognized a loss of less than $
13
$
For the six months ended March 31, 2026 and 2025, the year-to-date gross cash proceeds received for accounts receivable transferred and derecognized were $
Supply Chain Finance Program
During April 2024, Ashland authorized a financing program offered through JP Morgan and Taulia Alliance. Under this program, JP Morgan and its affiliates may purchase certain confirmed receivables directly from suppliers pursuant to the terms of a separate arrangement entered into between JPMorgan and Taulia Alliance and such suppliers. There were no changes to Ashland's standard payment terms with its suppliers in connection with this program. Ashland provides no guarantees to JP Morgan and Taulia Alliance under this program. The program was implemented during June 2025 and has been actively offered to suppliers.
(In millions) |
Three months ended March 31, 2026 |
|
|
Six months ended March 31, 2026 |
|
||
Confirmed obligations outstanding at beginning of period |
$ |
|
|
$ |
|
||
Invoices confirmed during the period |
|
|
|
|
|
||
Confirmed invoices paid during the period |
|
( |
) |
|
|
( |
) |
Confirmed obligations outstanding at end of period |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Available borrowing capacity and liquidity
The borrowing capacity remaining under current credit agreement (the “2022 Credit Agreement”) was $
Ashland had no available liquidity under its current U.S. and Foreign Accounts Receivable Sales Programs as of March 31, 2026.
Covenants related to current Ashland debt agreements
Ashland's debt contains usual and customary representations, warranties and affirmative and negative covenants, including financial covenants for leverage and interest coverage ratios, limitations on liens, additional subsidiary indebtedness, restrictions on subsidiary distributions, investments, mergers, sale of assets and restricted payments and other customary limitations. As of March 31, 2026, Ashland is in compliance with all debt agreement covenant restrictions.
The maximum consolidated net leverage ratio permitted under Ashland’s 2022 Credit Agreement is
The minimum required consolidated interest coverage ratio under the 2022 Credit Agreement is
14
NOTE I – LEASING ARRANGEMENTS
The components of lease cost recognized within the Statements of Condensed Consolidated Comprehensive Income (Loss) are as follows:
|
|
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
Location |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Lease cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease cost |
|
Selling, general and administrative |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating lease cost |
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Variable lease cost |
|
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Variable lease cost |
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term leases |
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Right-of-use assets exchanged for new operating lease obligations were $
The following table provides cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE J – INCOME TAXES
Current fiscal year
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 effective tax rate was
Prior fiscal year
The effective tax rate was
Unrecognized tax benefits
Changes in unrecognized tax benefits are summarized as follows for the six months ended March 31, 2026:
(In millions) |
|
|
|
Balance at October 1, 2025 |
$ |
|
|
Decreases related to positions taken on items from prior years |
|
( |
) |
Increases related to positions taken in the current year |
|
|
|
Increases related to positions taken in the prior year |
|
|
|
Balance at March 31, 2026 |
$ |
|
|
|
|
|
|
15
From a combination of statute expirations and audit settlements in the next twelve months, Ashland expects a decrease in the amount of accrual for uncertain tax positions between
NOTE K - EMPLOYEE BENEFIT PLANS
Restructuring and plan remeasurement
During the first quarter of fiscal 2025, as part of its fiscal 2024 restructuring activities, Ashland terminated approximately
Plan contributions
For the six months ended March 31, 2026, Ashland contributed $
Components of net periodic benefit costs
The following table summarizes the components of pension and other postretirement benefit costs for continuing operations:
|
|
Pension benefits |
|
|
Other postretirement |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Three months ended March 31 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Total net periodic benefit costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Six months ended March 31 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Curtailment loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net periodic benefit costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
For segment reporting purposes, service cost is proportionately allocated to each segment, excluding Unallocated and other, and is recorded within the selling, general and administrative expense and cost of sales captions on the Statements of Condensed Consolidated Comprehensive Income (Loss). All other components are recorded within the other net periodic benefit loss caption on the Statements of Condensed Consolidated Comprehensive Income (Loss), which netted to expense of $
16
NOTE L – LITIGATION, CLAIMS AND CONTINGENCIES
Asbestos litigation
Ashland is subject to liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims result from indemnification obligations undertaken in 1990 in connection with the sale of Riley and the acquisition of Hercules in November 2008. Although Riley, a former subsidiary, was neither a producer nor a manufacturer of asbestos, its industrial boilers contained some asbestos-containing components provided by other companies. Hercules, an indirect wholly-owned subsidiary of Ashland, has liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products sold by one of Hercules’ former subsidiaries to a limited industrial market.
To assist in developing and annually updating independent reserve estimates for future asbestos claims and related costs given various assumptions for Ashland and Hercules asbestos claims, Ashland retained third party actuarial experts Gnarus. The methodology used by Gnarus to project future asbestos costs is based largely on recent experience, including claim-filing and settlement rates, disease mix, open claims and litigation defense. The claim experience of Ashland and Hercules are separately compared to the results of previously conducted third party epidemiological studies estimating the number of people likely to develop asbestos-related diseases. Those studies were undertaken in connection with national analyses of the population expected to have been exposed to asbestos. Using that information, Gnarus estimates a range of the number of future claims that may be filed, as well as the related costs that may be incurred in resolving those claims. Changes in asbestos litigation reserves and receivables are recorded on an after-tax basis within the income from discontinued operations, net of income taxes caption in the Statements of Condensed Consolidated Comprehensive Income (Loss).
Ashland asbestos-related litigation
The claims alleging personal injury caused by exposure to asbestos asserted against Ashland result primarily from indemnification obligations undertaken in 1990 in connection with the sale of Riley. The amount and timing of settlements and number of open claims can fluctuate from period to period.
|
|
Six months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
March 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In thousands) |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||
Open claims - beginning of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New claims filed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Claims settled |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Claims dismissed |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Open claims - end of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ashland asbestos-related liability
From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus.
Total reserves for asbestos claims were $
A progression of activity in the asbestos litigation reserves is presented in the following table.
|
|
Six months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
March 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||
Asbestos litigation reserves - beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Reserve adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amounts paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Asbestos litigation reserves - end of period(a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
17
Ashland asbestos-related receivables
Ashland has insurance coverage for certain litigation defense and claim settlement costs incurred in connection with its asbestos claims, and coverage-in-place agreements exist with the insurance companies that provide substantially all of the coverage that will be accessed.
For the Ashland asbestos-related obligations, Ashland has estimated the value of probable insurance recoveries associated with its asbestos litigation reserves based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. Substantially all of the estimated receivables from insurance companies are expected to be due from domestic insurers, all of which are solvent.
At March 31, 2026 and September 30, 2025, Ashland’s receivable for recoveries of litigation defense and claim settlement costs from insurers amounted to $
A progression of activity in the Ashland insurance receivable is presented in the following table.
|
|
Six months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
March 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||
Insurance receivable - beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Receivable adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amounts collected |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Insurance receivable - end of period(a)(b) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hercules asbestos-related litigation
Hercules has liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market. The amount and timing of settlements and number of open claims can fluctuate from period to period.
|
|
Six months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
March 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In thousands) |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||
Open claims - beginning of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New claims filed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Claims dismissed |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Open claims - end of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hercules asbestos-related liability
From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate, and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus. Total reserves for asbestos claims were $
18
A progression of activity in the asbestos litigation reserves is presented in the following table.
|
|
Six months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
March 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||
Asbestos litigation reserves - beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Reserve adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Amounts paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Asbestos litigation reserves - end of period(a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Hercules asbestos-related receivables
For the Hercules asbestos-related obligations, certain reimbursement obligations pursuant to coverage-in-place agreements with insurance carriers exist. As a result, any increases in the asbestos reserve have been partially offset by probable insurance recoveries. Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. The estimated receivable consists exclusively of solvent domestic insurers.
As of March 31, 2026 and September 30, 2025, Ashland’s receivable for recoveries of litigation defense and claims costs from insurers with respect to Hercules amounted to $
A progression of activity in the Hercules insurance receivable is presented in the following table.
|
|
Six months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
March 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||
Insurance receivable - beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Receivable adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Amounts collected |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Insurance receivable - end of period(a)(b) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Asbestos litigation cost projection
Projecting future asbestos costs is subject to numerous variables that are difficult to predict. In addition to the uncertainties surrounding the number of claims that might be received, other variables include the type and severity of the disease alleged by each claimant and the related costs incurred in resolving those claims, mortality rates, dismissal rates, and uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, Ashland believes that the asbestos reserves for Ashland and Hercules represent the best estimate within a range of possible outcomes. As a part of the process to develop these estimates of future asbestos costs, a range of long-term cost models was developed. These models are based on national studies that predict the number of people likely to develop asbestos-related diseases and are heavily influenced by assumptions regarding long-term inflation rates for indemnity payments and legal defense costs, as well as other variables mentioned previously. Ashland has currently estimated in various models ranging from approximately
19
may need to further increase the estimates of the costs associated with asbestos claims and these increases could be material over time.
Environmental remediation
Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. At March 31, 2026, such locations included
Ashland’s reserves for environmental remediation and related environmental litigation amounted to $
The following table provides a reconciliation of the changes in the environmental remediation reserves:
|
|
Six months ended |
|
|||||
|
|
March 31 |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Environmental remediation reserves - beginning of year |
|
$ |
|
|
$ |
|
||
Disbursements |
|
|
( |
) |
|
|
( |
) |
Revised obligation estimates and accretion |
|
|
|
|
|
|
||
Environmental remediation reserves - end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
The total reserves for environmental remediation reflect Ashland’s estimates of the most likely costs that will be incurred over an extended period to remediate identified conditions for which the costs are reasonably estimable, without regard to any third-party recoveries. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated reserves for environmental remediation. Ashland regularly adjusts its reserves as environmental remediation continues. Ashland has estimated the value of its probable insurance recoveries associated with its environmental reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage. At March 31, 2026 and September 30, 2025, Ashland’s recorded receivables for these probable insurance recoveries were $
Components of environmental remediation expense included within the selling, general and administrative expense caption of the Statements of Condensed Consolidated Comprehensive Income (Loss) are presented in the following table:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Environmental expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Legal expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Insurance receivable |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total expense, net of receivable activity |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Environmental remediation reserves are subject to uncertainties that affect Ashland’s ability to estimate its share of the costs. Such uncertainties involve the nature and extent of contamination at each site and the extent of required cleanup efforts under existing environmental regulations. Although it is not possible to predict with certainty the ultimate costs of environmental remediation, Ashland currently estimates that the upper end of the reasonably possible range of future costs for identified sites could be as high as approximately $
20
Other legal proceedings and claims
In addition to the matters described above, there are other various claims, lawsuits and administrative proceedings pending or threatened against Ashland and its current and former subsidiaries. Such actions are with respect to commercial matters, product liability, toxic tort liability, and other environmental matters, which seek remedies or damages, some of which are for substantial amounts. While Ashland cannot predict with certainty the outcome of such actions, it believes that adequate reserves have been recorded and losses already recognized with respect to such actions were immaterial as of March 31, 2026. There is a reasonable possibility that a loss exceeding amounts already recognized may be incurred related to these actions; however, Ashland believes that such potential losses were immaterial as of March 31, 2026.
21
NOTE M – EARNINGS (LOSS) PER SHARE
The following is the computation of basic and diluted earnings (loss) per share ("EPS") from continuing operations attributable to Ashland. Stock appreciation rights and warrants available to purchase shares outstanding for each reporting period whose exercise price was greater than the average market price of Ashland common stock for each applicable period were not included in the computation of income (loss) from continuing operations per diluted share because the effect of these instruments would be antidilutive.
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator for basic and diluted EPS - Income (loss) from continuing operations, net of tax |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator for basic EPS - Weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Share based awards convertible to common shares(a) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator for diluted EPS - Adjusted weighted-average shares and assumed conversions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
EPS from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Diluted(a) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE N – EQUITY ITEMS
2023 Stock repurchase program
On June 28, 2023, Ashland's board of directors authorized a new evergreen $
The following table provides the common stock repurchase activity:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Number of shares repurchased |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average price per share(a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Aggregate purchase price(a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stockholder dividends
Dividends of
22
Accumulated other comprehensive loss
Components of other comprehensive income (loss) recorded in the Statements of Condensed Consolidated Comprehensive Income (Loss) are presented below, before tax and net of tax effects:
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||
(In millions) |
|
Before |
|
|
Tax expense |
|
|
Net of |
|
|
Before |
|
|
Tax benefit (expense) |
|
|
Net of |
|
||||||
Three months ended March 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized translation gain (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||
Unrealized gain on commodity hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total other comprehensive income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Six months ended March 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized translation loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Unrealized gain on commodity hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Total other comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Summary of stockholders’ equity
A reconciliation of changes in stockholders’ equity are as follows:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Common stock and paid in capital |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Common shares issued under stock incentive and other plans(a) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common shares purchased under repurchase program(b)(c) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Balance, end of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retained earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Regular dividends |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Common shares purchased under repurchase program(b)(c) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Other |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Balance, end of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unrealized translation gain (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Unrealized gain (loss) on commodity hedges |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, end of period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total stockholders' equity |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash dividends declared per common share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
23
NOTE O – STOCK INCENTIVE PLANS
The components of Ashland’s pre-tax stock-based compensation expense included in continuing operations are as follows:
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
2026(a) |
|
|
2025(b) |
|
|
2026(a) |
|
|
2025(b) |
|
||||
Stock appreciation rights |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Nonvested stock awards |
|
|
|
|
|
|
|
|
|
|
|
||||
Performance share awards |
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
24
NOTE P – REVENUE
Disaggregation of revenue
Ashland disaggregates its revenue by reportable segment and geographical region as Ashland believes these categories best depict how management reviews the financial performance of its operations. Ashland includes only U.S. and Canada in its North America designation and includes Europe, the Middle East and Africa in its Europe designation. See the following tables for details. See Note Q for additional information.
Sales by geography |
|
|||||||||||||||
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Life Sciences |
|
|||||||||||||||
North America |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Latin America & other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Personal Care |
|
|||||||||||||||
North America |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Latin America & other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Specialty Additives |
|
|||||||||||||||
North America |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Latin America & other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Intermediates |
|
|||||||||||||||
North America |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Latin America & other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
25
Ashland has two product categories that represent
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cellulosics |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
PVP |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
|
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade receivables
Trade receivables are defined as receivables arising from contracts with customers and are recorded within the accounts receivable, net caption within the Condensed Consolidated Balance Sheets. Ashland’s trade receivables were $
NOTE Q – REPORTABLE SEGMENT INFORMATION
Ashland determines its reportable segments based on how operations are managed internally for the products and services sold to customers, including how the results are reviewed by Guillermo Novo, Chair and Chief Executive Officer of the Company, which includes determining resource allocation methodologies used for reportable segments.
Reportable segment business descriptions
Life Sciences is comprised of pharmaceuticals, nutrition, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals. Pharmaceutical solutions include controlled release polymers, disintegrants, tablet coatings, thickeners, solubilizers and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and binding structured foods. Customers include pharmaceutical, food, beverage, hospitals and radiologists manufacturers.
Personal Care is comprised of biofunctionals, microbial protectants (preservatives), skin care, sun care, oral care, hair care and household. These businesses have a broad range of natural, nature-derived, biodegradable, and high-performance ingredients for customer-driven solutions to help protect, renew, moisturize and revitalize skin and hair, and provide solutions for toothpastes, mouth washes and rinses, denture cleaning and care for teeth. Personal Care supplies nature-derived rheology ingredients, biodegradable surface wetting agents, performance encapsulates, and specialty polymers for household, industrial and institutional cleaning products. Customers include formulators at large multinational branded consumer products companies and smaller, independent boutique companies. The Avoca business was sold in March 2025. See Note B for additional information.
Specialty Additives is comprised of rheology and performance-enhancing additives serving the architectural coatings, construction, energy, automotive and various industrial markets. Solutions include coatings additives for architectural paints, finishes and lacquers, cement- and gypsum-based dry mortars, ready-mixed joint compounds, synthetic plasters for commercial and residential construction, and specialty materials for industrial applications. Products include rheology modifiers (cellulosic and associative thickeners), foam control agents, surfactants and wetting agents, pH neutralizers, advanced ceramics used in catalytic converters, and environmental filters, ingredients that aid the manufacturing process of ceramic capacitors, plasma display panels and solar cells, ingredients for textile printing, thermoplastic metals and alloys for welding. Products help improve desired functional outcomes through rheology modification and control, water retention, workability, adhesive strength, binding power, film formation, deposition and suspension and emulsification. Customers include, but are not limited to, global paint manufacturers, electronics and automotive manufacturers, textile mills, the construction industry and welders.
26
Intermediates is comprised of the production of 1,4 butanediol ("BDO") and related derivatives, including n-methylpyrrolidone. These products are used as chemical intermediates in the production of engineering polymers and polyurethanes, and as specialty process solvents in a wide array of applications including electronics, agriculture, pharmaceuticals, water filtration membranes and more. BDO is also supplied to Life Sciences, Personal Care, and Specialty Additives for use as a raw material.
Unallocated and other generally includes items such as certain significant company-wide restructuring activities, corporate governance costs and legacy costs or activities that relate to divested businesses that are no longer operated by Ashland.
Reportable segment results
Results of Ashland’s reportable segments are presented based on its management and internal accounting structure. The structure is specific to Ashland; therefore, the financial results of Ashland’s reportable segments are not necessarily comparable with similar information for other comparable companies. Ashland allocates all costs to its reportable segments except for certain significant company-wide restructuring activities, certain corporate governance costs and other costs or activities that relate to former businesses that Ashland no longer operates. The service cost component of pension and other postretirement benefits costs is allocated to each reportable segment on a ratable basis; while the remaining components of pension and other postretirement benefits costs are recorded within the other net periodic benefit loss caption of the Statements of Condensed Consolidated Comprehensive Income (Loss). Ashland refines its expense allocation methodologies to the reportable segments from time to time as more refined information becomes available and the industry or market changes. Significant revisions to Ashland’s methodologies are adjusted for all reportable segments on a retrospective basis. There were
Ashland determined that disclosing sales by specific product was impracticable due to the highly customized and extensive portfolio of products offered to customers and since no one product or a small group of products could be aggregated together to represent a majority of revenue within a reportable segment.
The following table presents various financial information for each reportable segment:
27
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions - unaudited) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
||||
Life Sciences |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Personal Care |
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Additives |
|
|
|
|
|
|
|
|
|
|
|
||||
Intermediates |
|
|
|
|
|
|
|
|
|
|
|
||||
Intersegment sales(a) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
||||
Life Sciences |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Personal Care |
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Additives |
|
|
|
|
|
|
|
|
|
|
|
||||
Intermediates |
|
|
|
|
|
|
|
|
|
|
|
||||
Intersegment sales |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Selling, general and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Life Sciences |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Personal Care |
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Additives |
|
|
|
|
|
|
|
|
|
|
|
||||
Intermediates |
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating segments |
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated and other |
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Life Sciences |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Personal Care |
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Additives |
|
|
|
|
|
|
|
|
|
|
|
||||
Intermediates |
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating segments |
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated and other |
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Life Sciences |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Personal Care |
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Additives |
|
|
|
|
|
|
|
|
|
|
|
||||
Intermediates |
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating segments |
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated and other |
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Equity and other income |
|
|
|
|
|
|
|
|
|
|
|
||||
Life Sciences |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Personal Care |
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Additives |
|
|
|
|
|
|
|
|
|
|
|
||||
Intermediates |
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating segments |
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated and other |
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
28
|
Three months ended |
|
|
Three months ended |
|
||||||||||
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions - unaudited) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Income (loss) on divestitures, net |
|
|
|
|
|
|
|
|
|
|
|
||||
Life Sciences |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Personal Care |
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Additives |
|
|
|
|
|
|
|
|
|
|
|
||||
Intermediates |
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating segments |
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated and other |
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
||||
Life Sciences |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Personal Care |
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Additives |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Intermediates |
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Total operating segments |
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated and other(b) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total operating income (loss) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Net interest and other expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Other net periodic benefit loss |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations before income taxes |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||
EBITDA(c) |
|
|
|
|
|
|
|
|
|
|
|
||||
Life Sciences |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Personal Care |
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Additives |
|
|
|
|
|
|
|
|
|
|
|
||||
Intermediates |
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating segments |
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated and other |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total EBITDA |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Depreciation expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Net interest and other expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Other net periodic benefit loss |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations before income taxes |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Life Sciences(d) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Personal Care |
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Additives(e) |
|
|
|
|
|
|
|
|
|
|
|
||||
Intermediates |
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating segments |
|
|
|
|
|
|
|
|
|
|
|
||||
Unallocated and other |
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
29
|
March 31 |
|
|
September 30 |
|
||
(In millions - unaudited) |
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
||
Life Sciences |
$ |
|
|
$ |
|
||
Personal Care |
|
|
|
|
|
||
Specialty Additives |
|
|
|
|
|
||
Intermediates |
|
|
|
|
|
||
Unallocated and other |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
Property, plant and equipment - net |
|
|
|
|
|
||
Life Sciences |
$ |
|
|
$ |
|
||
Personal Care |
|
|
|
|
|
||
Specialty Additives |
|
|
|
|
|
||
Intermediates |
|
|
|
|
|
||
Unallocated and other |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
30
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements including, without limitation, statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation” (“MD&A”), within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. Ashland may from time to time make forward-looking statements in its Annual Report to Stockholders, quarterly reports and other filings with the Securities and Exchange Commission ("SEC"), news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, as well as the economy and other future events or circumstances. The risks and uncertainties we face which may cause our actual results to differ materially from the results expressed, projected, or implied in these forward-looking statements include, but are not limited to: Ashland’s aggressive growth goals and the extent to which such goals may be impacted by a failure to optimize our tangible and intangible assets, a failure to identify and integrate acquisition targets, any unexpected costs and liabilities associated with such acquisitions, and goodwill impairment; business disruptions stemming from natural, operational, and other catastrophic events, including disruptions to supply and logistics functions, manufacturing delays, and information technology system and network failures; climate change and related resource impacts; changes in consumer preferences and a reduction in demand for Ashland’s products; risks inherent in operating a global business, including tariffs and other trade policies, geopolitical instability and armed conflict, and challenges associated with hiring and managing a diverse workforce across countries with differing laws, regulations, and cultural practices; economic downturns and disruptions in the financial markets; Ashland’s substantial indebtedness, including the possibility that such indebtedness and related restrictive covenants may adversely affect our future cash flows, limit our ability to repay debt and obtain future financing, place Ashland at a competitive disadvantage, and make us more vulnerable to interest rate increases; our ability to develop and market new products and remain competitive in the markets in which we operate; our ability to pass increases in the costs of energy and raw materials to customers and to fulfill our contractual requirements with customers and vendors; downward pressures on prices and margins; the ability to attract and retain key employees and to provide for effective succession planning; cybersecurity risks, including disruptions to or failures in Ashland’s information technology systems and networks, malicious cyberattacks, and the inadvertent or accidental disclosure or loss of proprietary or sensitive information; Ashland’s ability to effectively protect and enforce its intellectual property rights; exposure to products liability claims; risks related to compliance with environmental, health, and safety regulations, including the potential for costly litigation, remediation, and settlement actions; exposure to pending and threatened asbestos-related litigation; changes in the legal and regulatory landscapes in which we operate; changes in taxation or adverse tax rulings; and without limitation, risks and uncertainties affecting Ashland that are contained in “Use of estimates, risks and uncertainties” in Note A of Notes to Consolidated Financial Statements and in Item 1A of its most recent Form 10-K filed with SEC. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this Form 10-Q whether as a result of new information, future events or otherwise. Information on Ashland’s website is not incorporated into or a part of this Form 10-Q.
31
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS
The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the accompanying Notes to Condensed Consolidated Financial Statements herein.
BUSINESS OVERVIEW
Ashland profile
Ashland is a global additives and specialty ingredients company with a conscious and proactive mindset for sustainability. The Company serves customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, personal care and pharmaceutical. With approximately 2,900 employees worldwide, Ashland serves customers in more than 100 countries.
Ashland’s sales generated outside of North America were 73% for both the three and six months ended March 31, 2026, and 72% for both the three and six months ended March 31, 2025. Sales by region expressed as a percentage of total consolidated sales were as follows:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
Sales by Geography |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
North America(a) |
|
|
27 |
% |
|
|
28 |
% |
|
|
27 |
% |
|
|
28 |
% |
Europe(a) |
|
|
37 |
% |
|
|
38 |
% |
|
|
36 |
% |
|
|
36 |
% |
Asia Pacific |
|
|
26 |
% |
|
|
25 |
% |
|
|
27 |
% |
|
|
26 |
% |
Latin America & other |
|
|
10 |
% |
|
|
9 |
% |
|
|
10 |
% |
|
|
10 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reportable segments
Ashland’s reportable segments include Life Sciences, Personal Care, Specialty Additives and Intermediates. Unallocated and other includes corporate governance activities and certain legacy matters. The contribution to sales by each reportable segment expressed as a percentage of total consolidated sales were as follows:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
Sales by Reportable Segment |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Life Sciences |
|
|
36 |
% |
|
|
35 |
% |
|
|
36 |
% |
|
|
36 |
% |
Personal Care |
|
|
31 |
% |
|
|
31 |
% |
|
|
31 |
% |
|
|
30 |
% |
Specialty Additives |
|
|
28 |
% |
|
|
28 |
% |
|
|
27 |
% |
|
|
28 |
% |
Intermediates |
|
|
5 |
% |
|
|
6 |
% |
|
|
6 |
% |
|
|
6 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
KEY DEVELOPMENTS
Uncertainty related to tariffs and global trade policy changes
The three months ended March 31, 2026, saw continuing regulatory activity involving notable changes to U.S. and foreign trade policy, leading to significant uncertainty in the macroeconomic and geopolitical environments. Beginning in the second quarter of fiscal 2025, the U.S. instituted a series of tariffs on imports from China, the E.U., India, and other countries which has resulted in the imposition of retaliatory measures against U.S. goods. As a global business, we are exposed to risks associated with tariffs and other trade conflicts. Such risks may include, but are not limited to, (i) changes to and strains on the global supply chain and our ability to source materials; (ii) increased sourcing and manufacturing costs; (iii) decreased demand for Ashland’s products in affected markets; and (iv) other impacts on Ashland’s ability to operate optimally.
32
The ultimate impact of these recent tariffs and trade disputes on general economic conditions, and on Ashland’s business, financial performance, and results of operations, is uncertain and depends on various factors, including the duration of the tariffs and disputes, negotiations between the U.S. and affected countries, whether additional or incremental tariffs are imposed and the responses of other countries or regions, and the potential for trade restriction-related exemptions including recent tariff reversal developments. Given the dynamic nature of the situation, Ashland continues to monitor tariff developments as well as the broader global trade landscape and is working to mitigate potential impacts on its business.
Uncertainty relating to the ongoing United States, Israel/Iran, Ukraine/Russia and Israel/Hamas conflicts and other political events
Business disruptions, including those related to the ongoing conflicts between the United States, Israel/Iran, Ukraine/Russia and Israel/Hamas, as well as the recent political events in Venezuela, continue to impact businesses around the globe. While it is impossible to predict the effects of the conflicts such as possible escalating geopolitical tensions (including the imposition of existing and additional sanctions by the U.S. and the European Union on Russia), worsening macroeconomic and general business conditions, supply chain interruptions and unfavorable energy markets, the impact could be material. Ashland is closely monitoring these situations and maintains business continuity plans that are intended to continue operations or mitigate the effects of events that could disrupt its business.
Ashland does not have manufacturing operations in Iran, Israel, Russia, Ukraine, Venezelua or Belarus. Ashland sells (or previously sold) additives and specialty ingredients to manufacturers in these countries for their use in pharmaceuticals, personal care, and coatings applications. Sales to Russia and Belarus were previously limited and our products were primarily used in products and applications that are essential to the population's well-being and currently support our customers' humanitarian efforts. We have sales controls in place to ensure that future potential sales into the region are only to support critical pharmaceutical or personal hygiene products which are essential for the general population and in accordance with any applicable sanctions. Sales to Israel, Ukraine, Russia, and Belarus represent less than 1% of total consolidated sales and less than 1% of total consolidated assets (related to accounts receivable). Ashland has no sales activity with Iran.
Other items
Restructuring programs
As previously announced, Ashland initiated a $30 million pre-tax restructuring plan to offset the impact from the Nutraceuticals business sale completed in fiscal 2024, the Avoca business sale completed in fiscal 2025, and other portfolio optimization actions, which were expected to be realized 50 percent in fiscal 2025 and 50 percent in fiscal 2026. See Note D of the Notes to Condensed Consolidated Financial Statements for severance reserves associated with this program.
Ashland also executed its portfolio optimization actions to further strengthen Ashland’s resilience and improve margins and returns. These previously announced actions include initiatives focused on carboxymethylcellulose ("CMC"), methylcellulose ("MC"), the Nutraceuticals business sale and the Avoca business sale (collectively, "Portfolio Optimization"). Overall, these Portfolio Optimization actions reduced sales and Adjusted EBITDA by approximately $2 million and zero, respectively, for the three months ended March 31, 2026, and approximately $11 million and $1 million, respectively, for the six months ended March 31, 2026, compared to the prior year periods. Operating income (loss) was positively impacted by $2 million and $4 million for the three and six months ended March 31, 2026, respectively, compared to the prior year periods.
Ashland is also advancing a multi-year manufacturing network optimization to improve operational cost and strengthen its competitive position. This optimization plan is expected to generate pre-tax savings of $50 million to $55 million with $60 million being achievable as market conditions improve, particularly within China. Ashland realized savings of approximately $10 million and $15 million during the three and six months ended March 31, 2026, compared to the prior year periods.
33
The following table summarizes the expense impact of these actions:
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Accelerated depreciation(a) |
$ |
— |
|
|
$ |
13 |
|
|
$ |
3 |
|
|
$ |
13 |
|
Restructuring, separation and other costs(b) |
|
3 |
|
|
|
8 |
|
|
|
7 |
|
|
|
11 |
|
Other plant optimization costs(a) |
|
10 |
|
|
|
6 |
|
|
|
15 |
|
|
|
9 |
|
|
$ |
13 |
|
|
$ |
27 |
|
|
$ |
25 |
|
|
$ |
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
RESULTS OF OPERATIONS – CONSOLIDATED REVIEW
Consolidated review
Overview
Key financial results included the following:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||||||||||
(In millions except per share data) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Net income (loss) |
|
$ |
16 |
|
|
$ |
31 |
|
|
$ |
(15 |
) |
|
$ |
4 |
|
|
$ |
(135 |
) |
|
$ |
139 |
|
Diluted earnings per share (EPS) net income (loss)(a) |
|
|
0.34 |
|
|
|
0.65 |
|
|
|
(0.31 |
) |
|
|
0.08 |
|
|
|
(2.88 |
) |
|
|
2.96 |
|
Income (loss) from continuing operations |
|
|
15 |
|
|
|
30 |
|
|
|
(15 |
) |
|
|
1 |
|
|
|
(136 |
) |
|
|
137 |
|
Diluted EPS income (loss) from continuing operations(a) |
|
|
0.32 |
|
|
|
0.63 |
|
|
|
(0.31 |
) |
|
|
0.02 |
|
|
|
(2.91 |
) |
|
|
2.93 |
|
Operating income (loss) |
|
|
39 |
|
|
|
51 |
|
|
|
(12 |
) |
|
|
33 |
|
|
|
(128 |
) |
|
|
161 |
|
EBITDA(b) |
|
|
84 |
|
|
|
100 |
|
|
|
(16 |
) |
|
|
124 |
|
|
|
(30 |
) |
|
|
154 |
|
Adjusted EBITDA(b) |
|
|
98 |
|
|
|
108 |
|
|
|
(10 |
) |
|
|
156 |
|
|
|
169 |
|
|
|
(13 |
) |
Adjusted Diluted EPS from Continuing Operations Excluding Intangibles Amortization Expense(b) |
|
|
0.91 |
|
|
|
0.99 |
|
|
|
(0.08 |
) |
|
|
1.17 |
|
|
|
1.26 |
|
|
|
(0.09 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Business results
Ashland's net income of $16 million ($0.34 diluted EPS) and $31 million ($0.65 diluted EPS) included income from discontinued operations of $1 million ($0.02 diluted EPS) and $1 million ($0.02 diluted EPS) in the three months ended March 31, 2026 and 2025, respectively.
Results for Ashland’s continuing operations, diluted EPS from continuing operations and operating income for the three months ended March 31, 2026 and 2025, included certain key items that were excluded to arrive at Adjusted EBITDA and are quantified in the “Use of Non-GAAP Financial Measures” section below. These pre-tax key items totaled expense of $20 million and $6 million for the three months ended March 31, 2026 and 2025, respectively, impacting continuing operations. Continuing operations was also impacted by favorable tax specific key items for discrete tax items totaling zero and $1 million for the three months ended March 31, 2026 and 2025, respectively.
Excluding these key items, the decrease in continuing operations, diluted EPS from continuing operations and operating income was primarily driven by softer pricing, the Calvert City startup delay and weather-related operational disruptions during the quarter, partially offset by favorable foreign exchange currency and lower selling, general and administrative expenses. In addition, diluted EPS 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 47 million diluted shares at March 31, 2025 to 46 million diluted shares at March 31, 2026.
Ashland’s Adjusted EBITDA was $98 million for the three months ended March 31, 2026 compared to $108 million for the three months ended March 31, 2025 (see U.S. GAAP reconciliation under “Use of Non-GAAP Financial
34
Measures” below). The $10 million decrease in Adjusted EBITDA was primarily driven by softer pricing, the Calvert City startup delay and weather-related operational disruptions during the quarter, offset by favorable foreign exchange currency and lower selling, general and administrative expenses. Adjusted Diluted EPS from Continuing Operations (non-GAAP) Excluding Intangibles Amortization Expense was also impacted by these factors along with the impact of common stock repurchases noted above.
For further information on the items reported above, see the discussion in the comparative Statements of Condensed Consolidated Comprehensive Income (Loss) caption review analysis.
Statements of Condensed Consolidated Comprehensive Income (Loss) – caption review
A comparative analysis of the Statements of Condensed Consolidated Comprehensive Income (Loss) by caption is provided as follows:
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Sales |
|
$ |
482 |
|
|
$ |
479 |
|
|
$ |
3 |
|
|
$ |
868 |
|
|
$ |
884 |
|
|
$ |
(16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The following table provides a reconciliation of the change in sales:
|
|
Three months ended |
|
|
Six months ended |
|
||
(In millions) |
|
March 31, 2026 |
|
|
March 31, 2026 |
|
||
Sales change |
|
|
|
|
|
|
||
Price/mix |
|
$ |
(11 |
) |
|
$ |
(18 |
) |
Volume |
|
|
— |
|
|
|
(12 |
) |
Avoca business |
|
|
(2 |
) |
|
|
(11 |
) |
Foreign currency exchange |
|
|
16 |
|
|
|
25 |
|
Change in sales |
|
$ |
3 |
|
|
$ |
(16 |
) |
|
|
|
|
|
|
|
||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Sales for the three months ended March 31, 2026 increased $3 million compared to the three months ended March 31, 2025. The increase was driven by favorable foreign currency exchange which was partially offset by unfavorable pricing. Portfolio Optimization initiatives had a negative $2 million impact on sales in the three months ended March 31, 2026.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Sales for the six months ended March 31, 2026 decreased $16 million compared to the six months ended March 31, 2025. The decrease was driven by unfavorable pricing, lower volume and the impact of the Avoca business sale, which was partially offset by favorable foreign currency exchange. Portfolio Optimization initiatives had a negative $11 million impact on sales in the six months ended March 31, 2026.
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Cost of sales |
|
$ |
335 |
|
|
$ |
332 |
|
|
$ |
3 |
|
|
$ |
616 |
|
|
$ |
626 |
|
|
$ |
(10 |
) |
Gross profit as a percent of sales |
|
|
30.5 |
% |
|
|
30.7 |
% |
|
|
|
|
|
29.0 |
% |
|
|
29.2 |
% |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The following table provides a reconciliation of the change in cost of sales:
|
|
Three months ended |
|
|
Six months ended |
|
||
(In millions) |
|
March 31, 2026 |
|
|
March 31, 2026 |
|
||
Cost of sales change |
|
|
|
|
|
|
||
Avoca business |
|
$ |
(2 |
) |
|
$ |
(11 |
) |
Price/mix |
|
|
(5 |
) |
|
|
(8 |
) |
Volume |
|
|
— |
|
|
|
(6 |
) |
Operating costs |
|
|
1 |
|
|
|
1 |
|
Foreign currency exchange |
|
|
9 |
|
|
|
14 |
|
Change in cost of sales |
|
$ |
3 |
|
|
$ |
(10 |
) |
|
|
|
|
|
|
|
||
35
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Cost of sales for the three months ended March 31, 2026, increased $3 million compared to the three months ended March 31, 2025. The increase was primarily driven by a $10 million negative combined impact from the Calvert City startup delay and weather-related operational disruptions during the quarter as well as unfavorable foreign exchange currency, partially offset by favorable price/mix. The three months ended March 31, 2026, operating costs were affected by $10 million of other plant optimization costs while the three months ended March 31, 2025 included $13 million of accelerated depreciation for product line optimization activities at manufacturing facilities within Life Sciences reportable segment and $6 million of other plant optimization costs. Gross profit as a percentage of sales decreased 0.2% primarily due to higher operating costs compared to the three months ended March 31, 2025.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Cost of sales for the six months ended March 31, 2026, decreased $10 million compared to the six months ended March 31, 2025. The decrease was primarily driven by the impact of the Avoca business sale, favorable price/mix and lower sales volume, partially offset by unfavorable foreign exchange currency and unfavorable operating costs. The six months ended March 31, 2026, operating costs were affected by $3 million of accelerated depreciation for product line optimization activities at manufacturing facilities within Specialty Additives reportable segment and $15 million of other plant optimization costs while the six months ended March 31, 2025 included $13 million of accelerated depreciation for product line optimization activities at manufacturing facilities within Life Sciences reportable segment and $9 million of other plant optimization costs. Gross profit as a percentage of sales decreased 0.2% primarily due to lower sales volume, higher operating costs and other plant optimization costs compared to the six months ended March 31, 2025.
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Selling, general and administrative expense |
|
$ |
79 |
|
|
$ |
85 |
|
|
$ |
(6 |
) |
|
$ |
165 |
|
|
$ |
162 |
|
|
$ |
3 |
|
As a percent of sales |
|
|
16.4 |
% |
|
|
17.7 |
% |
|
|
|
|
|
19.0 |
% |
|
|
18.3 |
% |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Selling, general and administrative expense for the three months ended March 31, 2026, decreased $6 million compared to the three months ended March 31, 2025, with expenses as a percent of sales decreasing 1.3%. Key drivers of the fluctuation in selling, general and administrative expense compared to the three months ended March 31, 2025, were:
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Selling, general and administrative expense for the six months ended March 31, 2026, increased $3 million compared to the six months ended March 31, 2025, with expenses as a percent of sales increasing 0.7%. Key drivers of the fluctuation in selling, general and administrative expense compared to the six months ended March 31, 2025 were:
36
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Research and development expense |
|
$ |
14 |
|
|
$ |
14 |
|
|
$ |
— |
|
|
$ |
27 |
|
|
$ |
28 |
|
|
$ |
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Research and development expense is generally consistent between the three months ended March 31, 2026 and 2025.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Research and development expense is generally consistent between the six months ended March 31, 2026 and 2025.
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Intangibles amortization expense |
|
$ |
15 |
|
|
$ |
15 |
|
|
$ |
— |
|
|
$ |
30 |
|
|
$ |
32 |
|
|
$ |
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Intangibles amortization expense is generally consistent between the three months ended March 31, 2026 and 2025.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
The lower intangibles amortization expense in the six months ended March 31, 2026, is driven by the impact of amortization related to the divested Avoca business in the six months ended March 31, 2025.
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Equity and other income |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Equity and other income was zero in both three months ended March 31, 2026 and 2025.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Equity and other income is generally consistent between the six months ended March 31, 2026 and 2025.
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Income (loss) on divestitures, net |
|
$ |
— |
|
|
$ |
18 |
|
|
$ |
(18 |
) |
|
$ |
2 |
|
|
$ |
(165 |
) |
|
$ |
167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Income (loss) on divestitures, net for the three months ended March 31, 2025, primarily relates to a pre-tax gain on sale of $8 million associated with the Avoca business and a pre-tax gain on sale of excess corporate real estate of $11 million, partially offset by $1 million adjustment related to the Nutraceuticals business sale completed in fiscal 2024. See Note B of the Notes to Condensed Consolidated Financial Statements for more information.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Income (loss) on divestitures, net for the six months ended March 31, 2026, primarily relates to a pre-tax gain on sale of excess corporate real estate while the three months ended March 31, 2025, primarily relates to a $183 million impairment charge, a pre-tax gain on sale of $8 million associated with the Avoca business and a pre-tax gain on sale of excess corporate real estate of $11 million, partially offset by $1 million adjustment related to the Nutraceuticals business sale completed in fiscal 2024. See Note B of the Notes to Condensed Consolidated Financial Statements for more information.
37
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Net interest and other expense (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense |
|
$ |
15 |
|
|
$ |
15 |
|
|
$ |
— |
|
|
$ |
30 |
|
|
$ |
30 |
|
|
$ |
— |
|
Interest income |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
— |
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
— |
|
Investment securities (income) expense |
|
|
2 |
|
|
|
(6 |
) |
|
|
8 |
|
|
|
(5 |
) |
|
|
7 |
|
|
|
(12 |
) |
Other financing costs |
|
|
2 |
|
|
|
3 |
|
|
|
(1 |
) |
|
|
4 |
|
|
|
5 |
|
|
|
(1 |
) |
|
|
$ |
18 |
|
|
$ |
11 |
|
|
$ |
7 |
|
|
$ |
26 |
|
|
$ |
39 |
|
|
$ |
(13 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Net interest and other expense increased by $7 million during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Interest expense and interest income are generally consistent between the three months ended March 31, 2026 and 2025. Investment securities expense of $2 million and income of $6 million included realized losses of $5 million and gains of $3 million for the three months ended March 31, 2026 and 2025, respectively, and was the primary change. See Note E of the Notes to Condensed Consolidated Financial Statements for more information.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Net interest and other expense decreased by $13 million during the six months ended March 31, 2026, compared to the six months ended March 31, 2025. Interest expense and interest income are generally consistent between the six months ended March 31, 2026 and 2025. Investment securities income of $5 million and expense of $7 million included realized losses of $3 million and $14 million for the six months ended March 31, 2026 and 2025, respectively, and was the primary change. See Note E of the Notes to Condensed Consolidated Financial Statements for more information.
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Other net periodic benefit loss |
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
3 |
|
|
$ |
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Other net periodic benefit loss for the three months ended March 31, 2026, primarily included interest cost of $3 million, which was partially offset by expected return on plan assets of $2 million. Other net periodic benefit loss for the three months ended March 31, 2025, primarily included interest cost of $4 million, which was partially offset by expected return on plan assets of $3 million. See Note K of the Notes to Condensed Consolidated Financial Statements for more information.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Other net periodic benefit loss for the six months ended March 31, 2026, primarily included interest cost of $7 million, which was partially offset by expected return on plan assets of $5 million. Other net periodic benefit loss for the six months ended March 31, 2025, primarily included interest cost of $7 million and a $1 million curtailment loss, which was partially offset by expected return on plan assets of $5 million. See Note K of the Notes to Condensed Consolidated Financial Statements for more information.
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Income tax expense (benefit) |
|
$ |
5 |
|
|
$ |
9 |
|
|
$ |
(4 |
) |
|
$ |
4 |
|
|
$ |
(34 |
) |
|
$ |
38 |
|
Effective tax rate |
|
|
25 |
% |
|
|
23 |
% |
|
|
|
|
|
80 |
% |
|
|
20 |
% |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
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 effective tax rate was 25% for the three months ended March 31, 2026,
38
and was primarily impacted by jurisdictional income mix and a net $1 million from favorable tax discrete items primarily related to equity compensation adjustments and changes in uncertain tax positions.
The effective tax rate was 23% for the three months ended March 31, 2025, and was primarily impacted by jurisdictional income mix.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
The effective tax rate was 80% for the six months ended March 31, 2026, and was primarily impacted by jurisdictional income mix and a net $1 million from unfavorable tax discrete items primarily related to equity compensation adjustments and changes in uncertain tax positions.
The effective tax rate was 20% for the six months ended March 31, 2025, and was primarily impacted by jurisdictional income mix as well as a net $7 million from unfavorable tax discrete items primarily related to final regulations issued in the U.S. during the six months ended March 31, 2025, impacting the recognition of deferred taxes on certain unrealized foreign exchange gains and losses.
Adjusted income tax expense (benefit)
Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income (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.
The effective tax rate during the three and six months ended March 31, 2025 was significantly impacted by the following tax specific key items:
The following table is a calculation of the effective tax rate, excluding these key items.
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Income (loss) from continuing operations before income taxes |
|
$ |
20 |
|
|
$ |
39 |
|
|
$ |
5 |
|
|
$ |
(170 |
) |
Key items (pre-tax)(a) |
|
|
20 |
|
|
|
6 |
|
|
|
38 |
|
|
|
214 |
|
Adjusted income from continuing operations before income taxes |
|
$ |
40 |
|
|
$ |
45 |
|
|
$ |
43 |
|
|
$ |
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense (benefit) |
|
$ |
5 |
|
|
$ |
9 |
|
|
$ |
4 |
|
|
$ |
(34 |
) |
Income tax rate adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax effect of key items(b) |
|
|
5 |
|
|
|
2 |
|
|
|
9 |
|
|
|
52 |
|
Tax specific key items:(c) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Uncertain tax positions |
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
4 |
|
Other and tax reform related activity |
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
(11 |
) |
Total income tax rate adjustments |
|
|
5 |
|
|
|
3 |
|
|
|
9 |
|
|
|
45 |
|
Adjusted income tax expense |
|
$ |
10 |
|
|
$ |
12 |
|
|
$ |
13 |
|
|
$ |
11 |
|
Effective tax rate |
|
|
25 |
% |
|
|
23 |
% |
|
|
80 |
% |
|
|
20 |
% |
Effective Tax Rate, Excluding Key Items (Non-GAAP)(d) |
|
|
25 |
% |
|
|
25 |
% |
|
|
30 |
% |
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
39
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Income from discontinued operations, net of income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Water Technologies |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
2 |
|
Performance Adhesives |
|
|
— |
|
|
|
(1 |
) |
|
|
1 |
|
|
|
— |
|
|
|
(1 |
) |
|
|
1 |
|
Valvoline |
|
|
1 |
|
|
|
2 |
|
|
|
(1 |
) |
|
|
1 |
|
|
|
2 |
|
|
|
(1 |
) |
|
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
3 |
|
|
$ |
1 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
The activity for Performance Adhesives and Valvoline represents subsequent adjustments that were made in conjunction with tax related reserves.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
The activity for Water Technologies, Performance Adhesives and Valvoline represents represents subsequent adjustments that were made in conjunction with environmental and tax related reserves.
Other comprehensive income (loss)
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized translation gain (loss) |
|
$ |
(12 |
) |
|
$ |
49 |
|
|
$ |
(61 |
) |
|
$ |
(10 |
) |
|
$ |
(45 |
) |
|
$ |
35 |
|
Unrealized gain on commodity hedges |
|
|
— |
|
|
|
2 |
|
|
|
(2 |
) |
|
|
— |
|
|
|
3 |
|
|
|
(3 |
) |
|
|
$ |
(12 |
) |
|
$ |
51 |
|
|
$ |
(63 |
) |
|
$ |
(10 |
) |
|
$ |
(42 |
) |
|
$ |
32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Total other comprehensive income (loss), net of tax, for the three months ended March 31, 2026, decreased $63 million compared to the three months ended March 31, 2025, primarily as a result of the following:
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Total other comprehensive income (loss), net of tax, for the six months ended March 31, 2026, increased $32 million compared to the six months ended March 31, 2025, primarily as a result of the following:
40
Use of Non-GAAP Financial Measures
Ashland has included within this document the following non-GAAP financial measures, on both a consolidated and reportable segment basis, which are not defined within U.S. GAAP and do not purport to be alternatives to net income (loss) or cash flows from operating activities as a measure of operating performance or cash flows:
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
EBITDA is defined as net income (loss), plus income tax expense (benefit), net interest and other expense, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for discontinued operations and key items. Adjusted EBITDA margin is Adjusted EBITDA divided by sales.
Management believes the use of EBITDA and Adjusted EBITDA measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income (loss) and operating income (loss). The adjustments Ashland makes to derive the non-GAAP financial measures of EBITDA and Adjusted EBITDA exclude items which may cause short-term fluctuations in net income (loss) and operating income (loss) and which Ashland does not consider to be the fundamental attributes or primary drivers of its business. EBITDA and Adjusted EBITDA provide disclosure on the same basis as that used by Ashland’s management to evaluate financial performance on a consolidated and reportable segment basis and provide consistency in our financial reporting, facilitate internal and external comparisons of Ashland’s historical operating performance and its segments and provide continuity to investors for comparability purposes.
Adjusted Diluted Earnings Per Share (EPS)
Adjusted Diluted EPS is defined as 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 loss from continuing operations, adjusted for key items after tax that have been identified in the Adjusted EBITDA table, and dividing by the average outstanding diluted shares for the applicable period. Ashland’s management believes this presentation is helpful to illustrate how the key items have impacted this metric during the applicable period.
Adjusted Diluted Earnings Per Share (EPS) Excluding Intangibles Amortization Expense
The Adjusted Diluted EPS Excluding Intangibles Amortization Expense is adjusted earnings per share adjusted for intangibles amortization expense net of tax, divided by the average outstanding diluted shares for the applicable period. The Adjusted Diluted EPS, Excluding Intangibles Amortization Expense metric enables Ashland to demonstrate the impact of non-cash intangibles amortization expense on EPS, in addition to the key items previously mentioned. Ashland’s management believes this presentation is helpful to illustrate how previous acquisitions impact applicable period results.
Free Cash Flow, Ongoing Free Cash Flow and Ongoing Free Cash Flow Conversion
Free Cash Flow is defined as operating cash flows less capital expenditures while Ongoing Free Cash Flow is operating cash flows less capital expenditures and certain other adjustments as applicable. Ongoing Free Cash Flow Conversion is Ongoing Free Cash flow divided by Adjusted EBITDA. These free cash flow metrics enable Ashland to provide a better indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Unlike cash flow provided by operating activities, Free Cash Flow and Ongoing Free Cash Flow include the impact of capital expenditures from continuing operations and other significant items impacting cash flow, providing a more complete picture of current and future cash generation. Free Cash Flow, Ongoing Free Cash Flow, and Free Cash Flow Conversion are non-GAAP liquidity measures that Ashland believes provide useful information to management and investors about Ashland's ability to convert Adjusted EBITDA to Ongoing Free Cash Flow. These liquidity measures are used regularly by Ashland's stakeholders and industry peers to measure the efficiency at providing cash from regular business activity. Free Cash Flow, Ongoing Free Cash Flow, and Free Cash Flow Conversion have certain limitations, including that they
41
do not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods.
Other disclosures on non-GAAP financial measures
Although Ashland may provide forward-looking guidance for Adjusted EBITDA, Adjusted diluted EPS and Ongoing Free Cash Flow, Ashland is not reaffirming or providing forward-looking guidance for U.S. GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items that affect these metrics such as domestic and international economic, political, legislative, regulatory and legal actions. In addition, certain economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, government fiscal policies and changes in the prices of certain key raw materials, can have a significant effect on operations and are difficult to predict with certainty.
These non-GAAP financial measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by U.S. GAAP. Limitations associated with the use of these non-GAAP financial measures include that these measures do not present all of the amounts associated with our results as determined in accordance with U.S. GAAP. The non-GAAP financial measures provided are used by Ashland management and may not be determined in a manner consistent with the methodologies used by other companies. EBITDA and Adjusted EBITDA provide a supplemental presentation of Ashland’s operating performance on a consolidated and reportable segment basis. Adjusted EBITDA generally includes adjustments for items that impact comparability between periods. In addition, certain financial covenants related to Ashland’s 2022 Credit Agreement are based on similar non-GAAP financial measures and are defined further in the sections that reference this metric.
EBITDA and Adjusted EBITDA
EBITDA totaled $84 million and $100 million for the three months ended March 31, 2026 and 2025, respectively, and income of $124 million and loss of $30 million for the six months ended March 31, 2026 and 2025, 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.
These operating key items for the applicable periods are summarized as follows:
42
Non-operating key items affecting EBITDA
During the current and prior years, there were certain key items that were not included in operating income (loss) but were excluded to arrive at Adjusted EBITDA. These non-operating key items for the applicable periods are summarized as follows:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income (loss) |
|
$ |
16 |
|
|
$ |
31 |
|
|
$ |
4 |
|
|
$ |
(135 |
) |
Income tax expense (benefit) |
|
|
5 |
|
|
|
9 |
|
|
|
4 |
|
|
|
(34 |
) |
Net interest and other expense |
|
|
18 |
|
|
|
11 |
|
|
|
26 |
|
|
|
39 |
|
Depreciation and amortization(a) |
|
|
45 |
|
|
|
49 |
|
|
|
90 |
|
|
|
100 |
|
EBITDA |
|
|
84 |
|
|
|
100 |
|
|
|
124 |
|
|
|
(30 |
) |
Income from discontinued operations, net of income taxes |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(3 |
) |
|
|
(1 |
) |
Key items included in EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other plant optimization costs |
|
|
10 |
|
|
|
6 |
|
|
|
15 |
|
|
|
9 |
|
Environmental reserve adjustments |
|
|
2 |
|
|
|
2 |
|
|
|
12 |
|
|
|
3 |
|
Restructuring, separation and other costs |
|
|
3 |
|
|
|
8 |
|
|
|
7 |
|
|
|
11 |
|
Accelerated depreciation |
|
|
— |
|
|
|
13 |
|
|
|
3 |
|
|
|
13 |
|
Avoca business impairment and sale |
|
|
— |
|
|
|
(8 |
) |
|
|
— |
|
|
|
175 |
|
Loss on pension plan remeasurements |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Held for sale depreciation and amortization |
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
(2 |
) |
Income on divestitures, net |
|
|
— |
|
|
|
(10 |
) |
|
|
(2 |
) |
|
|
(10 |
) |
Total key items included in EBITDA |
|
|
15 |
|
|
|
9 |
|
|
|
35 |
|
|
|
200 |
|
Adjusted EBITDA |
|
$ |
98 |
|
|
$ |
108 |
|
|
$ |
156 |
|
|
$ |
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total key items included in EBITDA |
|
$ |
15 |
|
|
$ |
9 |
|
|
$ |
35 |
|
|
$ |
200 |
|
Unrealized losses (gains) on securities |
|
|
5 |
|
|
|
(3 |
) |
|
|
3 |
|
|
|
14 |
|
Total key items, before tax |
|
$ |
20 |
|
|
$ |
6 |
|
|
$ |
38 |
|
|
$ |
214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted EPS and Adjusted Diluted EPS
The following table reflects the U.S. GAAP calculation for the income (loss) from continuing operations adjusted for the cumulative diluted EPS effect for key items after tax that have been identified in the Adjusted EBITDA table
43
in the previous section. Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income (loss) and/or operating income (loss) which Ashland believes do not accurately reflect Ashland’s underlying business performance and trends. The Adjusted Diluted EPS for the income (loss) from continuing operations in the following table has been prepared to illustrate the ongoing 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 and enhances their ability to compare period-to-period financial results.
In addition to the operating key items previously described, additional non-operating key items for the applicable periods are summarized as follows:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Diluted EPS from continuing operations (as reported) |
|
$ |
0.32 |
|
|
$ |
0.63 |
|
|
$ |
0.02 |
|
|
$ |
(2.91 |
) |
Key items, before tax: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other plant optimization costs |
|
|
0.22 |
|
|
|
0.13 |
|
|
|
0.33 |
|
|
|
0.19 |
|
Environmental reserve adjustments |
|
|
0.03 |
|
|
|
0.04 |
|
|
|
0.26 |
|
|
|
0.06 |
|
Restructuring, separation and other costs |
|
|
0.06 |
|
|
|
0.17 |
|
|
|
0.15 |
|
|
|
0.23 |
|
Unrealized losses (gains) on securities |
|
|
0.11 |
|
|
|
(0.06 |
) |
|
|
0.06 |
|
|
|
0.31 |
|
Accelerated depreciation |
|
|
— |
|
|
|
0.28 |
|
|
|
0.06 |
|
|
|
0.28 |
|
Avoca business impairment and sale |
|
|
— |
|
|
|
(0.17 |
) |
|
|
— |
|
|
|
3.73 |
|
Loss on pension plan remeasurements |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.02 |
|
Held for sale depreciation and amortization |
|
|
— |
|
|
|
(0.04 |
) |
|
|
— |
|
|
|
(0.04 |
) |
Income on divestitures, net |
|
|
— |
|
|
|
(0.21 |
) |
|
|
(0.04 |
) |
|
|
(0.21 |
) |
Key items, before tax |
|
|
0.42 |
|
|
|
0.14 |
|
|
|
0.82 |
|
|
|
4.57 |
|
Tax effect of key items(a) |
|
|
(0.10 |
) |
|
|
(0.04 |
) |
|
|
(0.20 |
) |
|
|
(1.11 |
) |
Key items, after tax |
|
|
0.32 |
|
|
|
0.10 |
|
|
|
0.62 |
|
|
|
3.46 |
|
Tax specific key items: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Uncertain tax positions |
|
|
— |
|
|
|
(0.06 |
) |
|
|
— |
|
|
|
(0.08 |
) |
Other and tax reform related activity |
|
|
— |
|
|
|
0.04 |
|
|
|
— |
|
|
|
0.23 |
|
Tax specific key items(b) |
|
|
— |
|
|
|
(0.02 |
) |
|
|
— |
|
|
|
0.15 |
|
Total key items |
|
|
0.32 |
|
|
|
0.08 |
|
|
|
0.62 |
|
|
|
3.61 |
|
Adjusted Diluted EPS from Continuing Operations (non-GAAP) |
|
$ |
0.64 |
|
|
$ |
0.71 |
|
|
$ |
0.64 |
|
|
$ |
0.70 |
|
Amortization expense adjustment (net of tax)(c) |
|
$ |
0.27 |
|
|
$ |
0.28 |
|
|
$ |
0.53 |
|
|
$ |
0.56 |
|
Adjusted Diluted EPS from Continuing Operations (non-GAAP) Excluding Intangibles Amortization Expense |
|
$ |
0.91 |
|
|
$ |
0.99 |
|
|
$ |
1.17 |
|
|
$ |
1.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
44
RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW
Ashland’s reportable segments include Life Sciences, Personal Care, Specialty Additives, and Intermediates. Unallocated and other includes corporate governance activities and certain legacy matters.
Results of Ashland’s reportable segments are presented based on its management and internal accounting structure. The structure is specific to Ashland; therefore, the financial results of Ashland’s reportable segments are not necessarily comparable with similar information for other companies. Ashland allocates all significant costs to its reportable segments except for certain significant company-wide restructuring activities, certain corporate governance costs and other costs or activities that relate to former businesses that Ashland no longer operates. The service cost component of pension and other postretirement benefits costs is allocated to each reportable segment on a ratable basis; while the remaining components of pension and other postretirement benefits costs are recorded within the other net periodic benefit loss caption on the Statements of Condensed Consolidated Comprehensive Income (Loss). Ashland refines its expense allocation methodologies to the reportable segments from time to time as internal accounting practices are improved, more refined information becomes available and the industry or market changes. Significant revisions to Ashland’s methodologies are adjusted for all segments on a retrospective basis. There were no material changes in methodology for the three and six months ended March 31, 2026 or 2025.
45
The following table discloses sales, operating income (loss), depreciation and amortization and EBITDA by reportable segment:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||||||||||
(In millions - unaudited) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
SALES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Life Sciences |
|
$ |
172 |
|
|
$ |
172 |
|
|
$ |
— |
|
|
$ |
311 |
|
|
$ |
306 |
|
|
$ |
5 |
|
Personal Care |
|
|
150 |
|
|
|
146 |
|
|
|
4 |
|
|
|
273 |
|
|
|
279 |
|
|
|
(6 |
) |
Specialty Additives |
|
|
134 |
|
|
|
134 |
|
|
|
— |
|
|
|
236 |
|
|
|
249 |
|
|
|
(13 |
) |
Intermediates |
|
|
35 |
|
|
|
37 |
|
|
|
(2 |
) |
|
|
66 |
|
|
|
71 |
|
|
|
(5 |
) |
Intersegment sales(a) |
|
|
(9 |
) |
|
|
(10 |
) |
|
|
1 |
|
|
|
(18 |
) |
|
|
(21 |
) |
|
|
3 |
|
|
|
$ |
482 |
|
|
$ |
479 |
|
|
$ |
3 |
|
|
$ |
868 |
|
|
$ |
884 |
|
|
$ |
(16 |
) |
OPERATING INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Life Sciences |
|
$ |
35 |
|
|
$ |
28 |
|
|
$ |
7 |
|
|
$ |
52 |
|
|
$ |
42 |
|
|
$ |
10 |
|
Personal Care |
|
|
27 |
|
|
|
28 |
|
|
|
(1 |
) |
|
|
38 |
|
|
|
39 |
|
|
|
(1 |
) |
Specialty Additives |
|
|
(7 |
) |
|
|
7 |
|
|
|
(14 |
) |
|
|
(15 |
) |
|
|
2 |
|
|
|
(17 |
) |
Intermediates |
|
|
4 |
|
|
|
(1 |
) |
|
|
5 |
|
|
|
4 |
|
|
|
2 |
|
|
|
2 |
|
Unallocated and other(b) |
|
|
(20 |
) |
|
|
(11 |
) |
|
|
(9 |
) |
|
|
(46 |
) |
|
|
(213 |
) |
|
|
167 |
|
|
|
$ |
39 |
|
|
$ |
51 |
|
|
$ |
(12 |
) |
|
$ |
33 |
|
|
$ |
(128 |
) |
|
$ |
161 |
|
DEPRECIATION EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Life Sciences(c) |
|
$ |
9 |
|
|
$ |
22 |
|
|
$ |
(13 |
) |
|
$ |
19 |
|
|
$ |
31 |
|
|
$ |
(12 |
) |
Personal Care |
|
|
7 |
|
|
|
7 |
|
|
|
— |
|
|
|
14 |
|
|
|
15 |
|
|
|
(1 |
) |
Specialty Additives(d) |
|
|
13 |
|
|
|
13 |
|
|
|
— |
|
|
|
28 |
|
|
|
27 |
|
|
|
1 |
|
Intermediates |
|
|
1 |
|
|
|
3 |
|
|
|
(2 |
) |
|
|
2 |
|
|
|
6 |
|
|
|
(4 |
) |
|
|
$ |
30 |
|
|
$ |
45 |
|
|
$ |
(15 |
) |
|
$ |
63 |
|
|
$ |
79 |
|
|
$ |
(16 |
) |
AMORTIZATION EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Life Sciences |
|
$ |
5 |
|
|
$ |
4 |
|
|
$ |
1 |
|
|
$ |
9 |
|
|
$ |
8 |
|
|
$ |
1 |
|
Personal Care |
|
|
8 |
|
|
|
8 |
|
|
|
— |
|
|
|
16 |
|
|
|
19 |
|
|
|
(3 |
) |
Specialty Additives |
|
|
2 |
|
|
|
3 |
|
|
|
(1 |
) |
|
|
5 |
|
|
|
5 |
|
|
|
— |
|
Intermediates |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
$ |
15 |
|
|
$ |
15 |
|
|
$ |
— |
|
|
$ |
30 |
|
|
$ |
32 |
|
|
$ |
(2 |
) |
EBITDA(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Life Sciences |
|
$ |
49 |
|
|
$ |
54 |
|
|
$ |
(5 |
) |
|
$ |
80 |
|
|
$ |
81 |
|
|
$ |
(1 |
) |
Personal Care |
|
|
42 |
|
|
|
43 |
|
|
|
(1 |
) |
|
|
68 |
|
|
|
73 |
|
|
|
(5 |
) |
Specialty Additives |
|
|
8 |
|
|
|
23 |
|
|
|
(15 |
) |
|
|
18 |
|
|
|
34 |
|
|
|
(16 |
) |
Intermediates |
|
|
5 |
|
|
|
2 |
|
|
|
3 |
|
|
|
6 |
|
|
|
8 |
|
|
|
(2 |
) |
Unallocated and other |
|
|
(20 |
) |
|
|
(11 |
) |
|
|
(9 |
) |
|
|
(46 |
) |
|
|
(213 |
) |
|
|
167 |
|
|
|
$ |
84 |
|
|
$ |
111 |
|
|
$ |
(27 |
) |
|
$ |
126 |
|
|
$ |
(17 |
) |
|
$ |
143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
46
Life Sciences
Life Sciences is comprised of pharmaceuticals, nutrition, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals. Pharmaceutical solutions include controlled release polymers, disintegrants, tablet coatings, thickeners, solubilizers and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and binding structured foods. Customers include pharmaceutical, food, beverage, hospitals and radiologists manufacturers.
The following table provides a reconciliation of the change in sales for the Life Sciences reportable segment.
|
|
Three months ended |
|
|
Six months ended |
|
||
(In millions) |
|
March 31, 2026 |
|
|
March 31, 2026 |
|
||
Sales change |
|
|
|
|
|
|
||
Foreign currency exchange |
|
$ |
5 |
|
|
$ |
8 |
|
Price/mix |
|
|
(3 |
) |
|
|
(4 |
) |
Volume |
|
|
(2 |
) |
|
|
1 |
|
|
|
$ |
— |
|
|
$ |
5 |
|
|
|
|
|
|
|
|
||
The following table provides a reconciliation of the change in operating income for the Life Sciences reportable segment.
|
|
Three months ended |
|
|
Six months ended |
|
||
(In millions) |
|
March 31, 2026 |
|
|
March 31, 2026 |
|
||
Operating income change |
|
|
|
|
|
|
||
Cost |
|
$ |
7 |
|
|
$ |
8 |
|
Foreign currency exchange |
|
|
3 |
|
|
|
4 |
|
Price/mix |
|
|
(2 |
) |
|
|
(1 |
) |
Volume |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
$ |
7 |
|
|
$ |
10 |
|
|
|
|
|
|
|
|
||
47
EBITDA and Adjusted EBITDA reconciliation
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 key items in the three and six months ended March 31, 2026 and 2025. These items are listed below and described within the "Use of Non-GAAP Financial Measures" section above.
|
|
Life Sciences |
|
|||||||||||||||||||||
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Operating income |
|
$ |
35 |
|
|
$ |
28 |
|
|
$ |
7 |
|
|
$ |
52 |
|
|
$ |
42 |
|
|
$ |
10 |
|
Depreciation and amortization(a) |
|
|
14 |
|
|
|
13 |
|
|
|
1 |
|
|
|
28 |
|
|
|
26 |
|
|
|
2 |
|
EBITDA |
|
$ |
49 |
|
|
$ |
41 |
|
|
|
8 |
|
|
$ |
80 |
|
|
$ |
68 |
|
|
|
12 |
|
Accelerated depreciation |
|
|
— |
|
|
|
13 |
|
|
|
(13 |
) |
|
|
— |
|
|
|
13 |
|
|
|
(13 |
) |
Other plant optimization costs |
|
|
1 |
|
|
|
2 |
|
|
|
(1 |
) |
|
|
1 |
|
|
|
2 |
|
|
|
(1 |
) |
Adjusted EBITDA |
|
$ |
50 |
|
|
$ |
56 |
|
|
$ |
(6 |
) |
|
$ |
81 |
|
|
$ |
83 |
|
|
$ |
(2 |
) |
Operating income as a percent of sales |
|
|
20.3 |
% |
|
|
16.3 |
% |
|
400 bps |
|
|
|
16.7 |
% |
|
|
13.7 |
% |
|
300 bps |
|
||
Adjusted EBITDA as a percent of sales |
|
|
29.1 |
% |
|
|
32.6 |
% |
|
-350 bps |
|
|
|
26.0 |
% |
|
|
27.1 |
% |
|
-110 bps |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Life Sciences' sales remained consistent compared to the prior quarter. Operating income increased in the current quarter primarily due to lower costs associated with plant optimization and favorable foreign currency exchange partially offset by unfavorable price/mix. Adjusted EBITDA decreased in the current quarter primarily due to higher costs, including the Calvert City startup delay and weather-related operational disruptions during the quarter and unfavorable price/mix, partially offset by favorable foreign currency exchange.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Life Sciences' sales increased primarily due to favorable foreign currency exchange. Operating income increased in the current period primarily due to lower costs associated with plant optimization and favorable foreign currency exchange partially offset by unfavorable price/mix. Adjusted EBITDA decreased in the current period primarily due to higher costs, including the Calvert City startup delay and weather-related operational disruptions during the period and unfavorable price/mix, partially offset by favorable foreign currency exchange.
Personal Care
Personal Care is comprised of biofunctionals, microbial protectants (preservatives), skin care, sun care, oral care, hair care and household solutions. These businesses have a broad range of natural, nature-derived, biodegradable, and high-performance ingredients for customer driven solutions to help protect, renew, moisturize and revitalize skin and hair, and provide solutions for toothpastes, mouth washes and rinses, denture cleaning and care for teeth. Personal Care supplies nature-derived rheology ingredients, biodegradable surface wetting agents, performance encapsulates, and specialty polymers for household, industrial and institutional cleaning products. Customers include formulators at large multinational branded consumer products companies and smaller, independent boutique companies. The Avoca business was sold in March 2025. See Note B of the Notes to Condensed Consolidated Financial Statements for additional information.
The following table provides a reconciliation of the change in sales for the Personal Care reportable segment.
|
|
Three months ended |
|
|
Six months ended |
|
||
(In millions) |
|
March 31, 2026 |
|
|
March 31, 2026 |
|
||
Sales change |
|
|
|
|
|
|
||
Foreign currency exchange |
|
$ |
5 |
|
|
$ |
9 |
|
Volume |
|
|
5 |
|
|
|
2 |
|
Price/mix |
|
|
(4 |
) |
|
|
(6 |
) |
Avoca business |
|
|
(2 |
) |
|
|
(11 |
) |
|
|
$ |
4 |
|
|
$ |
(6 |
) |
|
|
|
|
|
|
|
||
48
The following table provides a reconciliation of the change in operating income for the Personal Care reportable segment.
|
|
Three months ended |
|
|
Six months ended |
|
||
(In millions) |
|
March 31, 2026 |
|
|
March 31, 2026 |
|
||
Operating income change |
|
|
|
|
|
|
||
Cost |
|
$ |
(4 |
) |
|
$ |
(5 |
) |
Price/mix |
|
|
(3 |
) |
|
|
(4 |
) |
Avoca business |
|
|
2 |
|
|
|
4 |
|
Foreign currency exchange |
|
|
2 |
|
|
|
3 |
|
Volume |
|
|
2 |
|
|
|
1 |
|
|
|
$ |
(1 |
) |
|
$ |
(1 |
) |
|
|
|
|
|
|
|
||
EBITDA and Adjusted EBITDA reconciliation
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 Personal Care. There were key items in the three and six months ended March 31, 2026 and 2025. These items are listed below and described within the "Use of Non-GAAP Financial Measures" section above.
|
|
Personal Care |
|
|||||||||||||||||||||
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Operating income |
|
$ |
27 |
|
|
$ |
28 |
|
|
$ |
(1 |
) |
|
$ |
38 |
|
|
$ |
39 |
|
|
$ |
(1 |
) |
Depreciation and amortization(a) |
|
|
15 |
|
|
|
17 |
|
|
|
(2 |
) |
|
|
30 |
|
|
|
36 |
|
|
|
(6 |
) |
EBITDA |
|
$ |
42 |
|
|
$ |
45 |
|
|
|
(3 |
) |
|
$ |
68 |
|
|
$ |
75 |
|
|
|
(7 |
) |
Held for sale depreciation and amortization |
|
|
— |
|
|
|
(2 |
) |
|
|
2 |
|
|
|
— |
|
|
|
(2 |
) |
|
|
2 |
|
Other plant optimization costs |
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
2 |
|
|
|
(1 |
) |
Adjusted EBITDA |
|
$ |
43 |
|
|
$ |
44 |
|
|
$ |
(1 |
) |
|
$ |
69 |
|
|
$ |
75 |
|
|
$ |
(6 |
) |
Operating income as a percent of sales |
|
|
18.0 |
% |
|
|
19.2 |
% |
|
-120 bps |
|
|
|
13.9 |
% |
|
|
14.0 |
% |
|
-10 bps |
|
||
Adjusted EBITDA as a percent of sales |
|
|
28.7 |
% |
|
|
30.1 |
% |
|
-140 bps |
|
|
|
25.3 |
% |
|
|
26.9 |
% |
|
-160 bps |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(a) Depreciation and amortization includes $2 million for Personal Care associated with the Avoca business assets for both the three and six months ended March 31, 2025, which is included as a key item within this table as a component of Adjusted EBITDA.
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Personal Care's sales increased in the current quarter primarily due to higher volume and favorable foreign currency exchange, partially offset by unfavorable price/mix and the divestiture of the Avoca business in the prior period. Operating income and Adjusted EBITDA remained relatively consistent compared to prior year quarter.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Personal Care's sales decreased primarily due to the Avoca business sale in the prior period. Operating income and Adjusted EBITDA decreased in the current period primarily due to higher costs, including the continued effects of other plant optimization costs, and unfavorable price/mix partially offset by higher volume and favorable foreign currency exchange.
49
Specialty Additives
Specialty Additives is comprised of rheology and performance-enhancing additives serving the architectural coatings, construction, energy, automotive and various industrial markets. Solutions include coatings additives for architectural paints, finishes and lacquers, cement- and gypsum-based dry mortars, ready-mixed joint compounds, synthetic plasters for commercial and residential construction, and specialty materials for industrial applications. Products include rheology modifiers (cellulosic and associative thickeners), foam control agents, surfactants and wetting agents, pH neutralizers, advanced ceramics used in catalytic converters, and environmental filters, ingredients that aid the manufacturing process of ceramic capacitors, plasma display panels and solar cells, ingredients for textile printing, thermoplastic metals and alloys for welding. Products help improve desired functional outcomes through rheology modification and control, water retention, workability, adhesive strength, binding power, film formation, deposition and suspension and emulsification. Customers include, but are not limited to, global paint manufacturers, electronics and automotive manufacturers, textile mills, the construction industry and welders.
The following table provides a reconciliation of the change in sales for the Specialty Additives reportable segment.
|
|
Three months ended |
|
|
Six months ended |
|
||
(In millions) |
|
March 31, 2026 |
|
|
March 31, 2026 |
|
||
Sales change |
|
|
|
|
|
|
||
Foreign currency exchange |
|
$ |
4 |
|
|
$ |
7 |
|
Price/mix |
|
|
(4 |
) |
|
|
(7 |
) |
Volume |
|
|
— |
|
|
|
(13 |
) |
|
|
$ |
— |
|
|
$ |
(13 |
) |
|
|
|
|
|
|
|
||
The following table provides a reconciliation of the change in operating income (loss) for the Specialty Additives reportable segment.
|
|
Three months ended |
|
|
Six months ended |
|
||
(In millions) |
|
March 31, 2026 |
|
|
March 31, 2026 |
|
||
Operating income (loss) change |
|
|
|
|
|
|
||
Costs |
|
$ |
(10 |
) |
|
$ |
(9 |
) |
Price/mix |
|
|
(4 |
) |
|
|
(4 |
) |
Volume |
|
|
— |
|
|
|
(3 |
) |
Foreign currency exchange |
|
|
— |
|
|
|
(1 |
) |
|
|
$ |
(14 |
) |
|
$ |
(17 |
) |
|
|
|
|
|
|
|
||
50
EBITDA and Adjusted EBITDA reconciliation
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 Specialty Additives. There were key items in the three and six months ended March 31, 2026 and 2025. These items are listed below and described within the "Use of Non-GAAP Financial Measures" section above.
|
|
Specialty Additives |
|
|||||||||||||||||||||
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Operating income (loss) |
|
$ |
(7 |
) |
|
$ |
7 |
|
|
$ |
(14 |
) |
|
$ |
(15 |
) |
|
$ |
2 |
|
|
$ |
(17 |
) |
Depreciation and amortization(a) |
|
|
15 |
|
|
|
16 |
|
|
|
(1 |
) |
|
|
30 |
|
|
|
32 |
|
|
|
(2 |
) |
EBITDA |
|
|
8 |
|
|
|
23 |
|
|
|
(15 |
) |
|
|
15 |
|
|
|
34 |
|
|
|
(19 |
) |
Accelerated depreciation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
|
|
3 |
|
Other plant optimization costs |
|
|
8 |
|
|
|
3 |
|
|
|
5 |
|
|
|
13 |
|
|
|
5 |
|
|
|
8 |
|
Adjusted EBITDA |
|
$ |
16 |
|
|
$ |
26 |
|
|
$ |
(10 |
) |
|
$ |
31 |
|
|
$ |
39 |
|
|
$ |
(8 |
) |
Operating income (loss) as a percent of sales |
|
|
-5.2 |
% |
|
|
5.2 |
% |
|
-1040 bps |
|
|
|
-6.4 |
% |
|
|
0.8 |
% |
|
-720 bps |
|
||
Adjusted EBITDA as a percent of sales |
|
|
11.9 |
% |
|
|
19.4 |
% |
|
-750 bps |
|
|
|
13.1 |
% |
|
|
15.7 |
% |
|
-260 bps |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Specialty Additives' sales remained consistent compared to the prior quarter. Operating loss and Adjusted EBITDA for the current quarter decreased as a result of higher costs, including the continued effects of other plant optimization costs, and unfavorable price/mix.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Specialty Additives sales, operating loss and Adjusted EBITDA for the current period decreased as a result of higher costs, including the continued effects of plant optimization costs, lower volume, and unfavorable price/mix, partially offset by favorable foreign currency exchange.
Intermediates
Intermediates is comprised of the production of 1,4 butanediol ("BDO") and related derivatives, including n-methylpyrrolidone. These products are used as chemical intermediates in the production of engineering polymers and polyurethanes, and as specialty process solvents in a wide array of applications including electronics, agriculture, pharmaceuticals, water filtration membranes and more. BDO is also supplied to Life Sciences, Personal Care, and Specialty Additives for use as a raw material.
The following table provides a reconciliation of the change in sales for the Intermediates reportable segment.
|
|
Three months ended |
|
|
Six months ended |
|
||
(In millions) |
|
March 31, 2026 |
|
|
March 31, 2026 |
|
||
Sales change |
|
|
|
|
|
|
||
Volume |
|
$ |
(3 |
) |
|
$ |
(4 |
) |
Foreign currency exchange |
|
|
1 |
|
|
|
1 |
|
Price/mix |
|
|
— |
|
|
|
(2 |
) |
|
|
$ |
(2 |
) |
|
$ |
(5 |
) |
|
|
|
|
|
|
|
||
51
The following table provides a reconciliation of the change in operating income (loss) for the Intermediates reportable segment.
|
|
Three months ended |
|
|
Six months ended |
|
||
(In millions) |
|
March 31, 2026 |
|
|
March 31, 2026 |
|
||
Operating income (loss) change |
|
|
|
|
|
|
||
Cost |
|
$ |
5 |
|
|
$ |
1 |
|
Foreign currency exchange |
|
|
1 |
|
|
|
1 |
|
Volume |
|
|
(1 |
) |
|
|
(2 |
) |
Price/mix |
|
|
— |
|
|
|
2 |
|
|
|
$ |
5 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
||
EBITDA reconciliation
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 Intermediates. Intermediates had no key items for the three or six months ended March 31, 2026 or 2025.
|
|
Intermediates |
|
|||||||||||||||||||||
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Operating income (loss) |
|
$ |
4 |
|
|
$ |
(1 |
) |
|
$ |
5 |
|
|
$ |
4 |
|
|
$ |
2 |
|
|
$ |
2 |
|
Depreciation and amortization |
|
|
1 |
|
|
|
3 |
|
|
|
(2 |
) |
|
|
2 |
|
|
|
6 |
|
|
|
(4 |
) |
EBITDA |
|
$ |
5 |
|
|
$ |
2 |
|
|
$ |
3 |
|
|
$ |
6 |
|
|
$ |
8 |
|
|
$ |
(2 |
) |
Operating income (loss) as a percent of sales |
|
|
11.4 |
% |
|
|
-2.7 |
% |
|
1410 bps |
|
|
|
6.1 |
% |
|
|
2.8 |
% |
|
330 bps |
|
||
EBITDA as a percent of sales |
|
|
14.3 |
% |
|
|
5.4 |
% |
|
890 bps |
|
|
|
9.1 |
% |
|
|
11.3 |
% |
|
-220 bps |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Intermediates' sales decreased in the current quarter primarily due to lower volume while operating income and EBITDA increased primarily due to lower costs.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
Intermediates' sales and EBITDA decreased in the current period primarily due to lower volume while operating income increased primarily due to favorable price/mix.
Unallocated and other
The following table summarizes the key components of the Unallocated and other’s operating loss.
|
|
Unallocated and other |
|
|||||||||||||||||||||
|
|
Three months ended March 31 |
|
|
Six months ended March 31 |
|
||||||||||||||||||
(In millions) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Restructuring activities |
|
$ |
(3 |
) |
|
$ |
(8 |
) |
|
$ |
5 |
|
|
$ |
(7 |
) |
|
$ |
(11 |
) |
|
$ |
4 |
|
Environmental expenses |
|
|
(2 |
) |
|
|
(2 |
) |
|
|
— |
|
|
|
(12 |
) |
|
|
(3 |
) |
|
|
(9 |
) |
Income (loss) on divestitures, net |
|
|
— |
|
|
|
18 |
|
|
|
(18 |
) |
|
|
2 |
|
|
|
(165 |
) |
|
|
167 |
|
Other expenses (primarily governance and legacy expenses) |
|
|
(15 |
) |
|
|
(19 |
) |
|
|
4 |
|
|
|
(29 |
) |
|
|
(34 |
) |
|
|
5 |
|
Total expense |
|
$ |
(20 |
) |
|
$ |
(11 |
) |
|
$ |
(9 |
) |
|
$ |
(46 |
) |
|
$ |
(213 |
) |
|
$ |
167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
The current and prior year quarter included expense of $3 million and $8 million, respectively, for restructuring activities mainly comprised of severance, lease abandonment and other restructuring costs related to company-wide cost reduction programs.
52
The current and prior year quarter both included $2 million for environmental expenses.
The prior year quarter included gains of $18 million from divestitures primarily related to the sale of the Avoca business and excess corporate land property. See Note B of the Notes to the Condensed Consolidated Financial Statements for more information.
Other expenses between quarters were driven by changes in governance and legacy expenses primarily associated with fluctuations in foreign currency, deferred compensation, company-owned life insurance contracts and variable incentive compensation.
Six months ended March 31, 2026 compared to six months ended March 31, 2025
The current and prior year period included expense of $7 million and $11 million, respectively, for restructuring activities mainly comprised of severance, lease abandonment and other restructuring costs related to company-wide cost reduction programs.
The current and prior year period included $12 million and $3 million for environmental expenses, respectively.
The current year period included a $2 million income on the sale of excess corporate property. See Note B of the Notes to Condensed Consolidated Financial Statements for more information.
The prior year period included a loss on divestiture of $165 million, primarily related to the $183 million impairment of the Avoca business, $8 million pre-tax gain on the final sale of the Avoca business, and $11 million gain on the sale of a property. See Note B of the Notes to Condensed Consolidated Financial Statements for more information.
Other expenses between periods were driven by changes in governance and legacy expenses primarily associated with fluctuations in foreign currency, deferred compensation, company-owned life insurance contracts and variable incentive compensation, including stock compensation expense in the current period.
53
FINANCIAL POSITION
Liquidity
Ashland believes that cash flow from operations, availability under existing credit facilities and arrangements, current cash and investment balances and the ability to obtain other financing, if necessary, will provide adequate cash funds for Ashland’s foreseeable working capital needs, capital expenditures at existing facilities, dividend payments and debt service obligations. Ashland’s cash requirements are subject to change as business conditions warrant and opportunities arise. The timing and size of any new business ventures or acquisitions that the Company may complete may also impact its cash requirements.
During April 2024, Ashland authorized a financing program offered through JP Morgan and Taulia Alliance. Under this program, JP Morgan and its affiliates may purchase certain confirmed receivables directly from suppliers pursuant to the terms of a separate arrangement entered into between JPMorgan and Taulia Alliance and such suppliers. There were no changes to Ashland's standard payment terms with its suppliers in connection with this program. Ashland provides no guarantees to JP Morgan and Taulia Alliance under this program. The program was implemented during June 2025 and has been actively offered to suppliers. There were $5 million and $10 million, respectively, of confirmed invoices, of which $4 million and $5 million, respectively, were paid during the three and six months ended March 31, 2026. There were $5 million and less than $1 million of confirmed invoices remaining under this program at March 31, 2026 and September 30, 2025, respectively.
Cash flows
Ashland’s cash flows from operating, investing and financing activities, as reflected in the Statements of Condensed Consolidated Cash Flows, are summarized as follows:
|
|
Six months ended |
|
|||||
|
|
March 31 |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Cash provided (used) by: |
|
|
|
|
|
|
||
Operating activities from continuing operations |
|
$ |
175 |
|
|
$ |
(21 |
) |
Investing activities from continuing operations |
|
|
18 |
|
|
|
(1 |
) |
Financing activities from continuing operations |
|
|
(40 |
) |
|
|
(91 |
) |
Discontinued operations |
|
|
(25 |
) |
|
|
(18 |
) |
Effect of currency exchange rate changes on cash and cash equivalents(a) |
|
|
— |
|
|
|
(1 |
) |
Net increase (decrease) in cash and cash equivalents |
|
$ |
128 |
|
|
$ |
(132 |
) |
|
|
|
|
|
|
|
||
Cash and cash equivalents increased $128 million for the six months ended March 31, 2026 and decreased $132 million for the six months ended March 31, 2025.
The $128 million increase for the six months ended March 31, 2026, was primarily driven by favorable changes in working capital (fluctuations within accounts receivable, inventory, trade payables and accrued expenses) and other operating cash flows from continuing operations which amounted to inflows of $175 million. The current period was also affected by inflows of $20 million for the settlement of company-owned life insurance policies and $33 million of reimbursements from restricted investments. These inflows were partially offset from outflows from payment of cash dividends, additions to property, plant and equipment and discontinued operations primarily related to retained liabilities for asbestos and environmental claims of $38 million, $31 million and $25 million, respectively.
The $132 million decrease for the six months ended March 31, 2025, was primarily driven by payment of cash dividends, additions to property, plant and equipment and stock repurchase activity of $38 million, $44 million and $100 million, respectively. Operating cash flows from continuing operations were outflows of $21 million, while discontinued operations cash flows were outflows of $18 million. These outflows were partially offset by inflows from short-term debt, proceeds from the sale of the Avoca business, and proceeds from the sale of a land proprerty of $50 million, $16 million and $11 million, respectively.
The change in cash flows from operating activities from continuing operations was primarily driven by favorable working capital, including the favorable impact between periods of the U.S. and Foreign Accounts Receivable Sales Program activity.
54
See the Statements of Condensed Consolidated Cash Flows for additional information.
Free Cash Flow and other liquidity resources
The following represents Ashland’s calculation of Free Cash Flow and Ongoing Free Cash Flow for the disclosed periods. Free Cash Flow does not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments.
|
|
Six months ended |
|
|||||
|
|
March 31 |
|
|||||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Total cash flows provided (used) by operating activities from continuing operations |
|
$ |
175 |
|
|
$ |
(21 |
) |
less: |
|
|
|
|
|
|
||
Additions to property, plant and equipment |
|
|
(31 |
) |
|
|
(44 |
) |
Free Cash Flow |
|
|
144 |
|
|
|
(65 |
) |
Tax refund(a) |
|
|
(103 |
) |
|
|
— |
|
Cash (inflows) outflows from U.S. Accounts Receivable Sales Program(b) |
|
|
(1 |
) |
|
|
11 |
|
Cash outflows from Foreign Accounts Receivable Sales Program(c) |
|
|
(7 |
) |
|
|
(9 |
) |
Restructuring-related payments(d) |
|
|
9 |
|
|
|
17 |
|
Environmental and related litigation payments(e) |
|
|
13 |
|
|
|
13 |
|
Ongoing Free Cash Flow |
|
$ |
55 |
|
|
$ |
(33 |
) |
|
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
4 |
|
|
$ |
(135 |
) |
Adjusted EBITDA(f) |
|
$ |
156 |
|
|
$ |
169 |
|
|
|
|
|
|
|
|
||
Operating Cash Flow Conversion(g) |
|
Not meaningful |
|
|
Not meaningful |
|
||
Ongoing Free Cash Flow Conversion(h) |
|
|
35 |
% |
|
|
-20 |
% |
|
|
|
|
|
|
|
||
Working capital (current assets minus current liabilities, excluding long-term debt due within one year) amounted to $814 million and $782 million as of March 31, 2026 and September 30, 2025, respectively. Liquid assets (cash and cash equivalents and accounts receivable) amounted to 149% and 108% of current liabilities as of March 31, 2026 and September 30, 2025, respectively. The increase in Ongoing Free Cash Flows was primarily a result of favorable working capital, lower additions to property, plant and equipment and lower variable compensation payouts between periods.
The following summary reflects Ashland’s cash and cash equivalents, unused borrowing capacity and liquidity as of:
|
|
March 31 |
|
|
September 30 |
|
||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Cash and investment securities |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
343 |
|
|
$ |
215 |
|
Restricted investments(a) |
|
|
326 |
|
|
|
347 |
|
|
|
|
|
|
|
|
||
Unused borrowing capacity and liquidity |
|
|
|
|
|
|
||
Revolving credit facility |
|
|
596 |
|
|
|
596 |
|
U.S. Accounts Receivable Sales Program |
|
|
— |
|
|
|
— |
|
Foreign Accounts Receivable Sales Program |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
||
55
The borrowing capacity remaining under the 2022 Credit Agreement was $596 million, which reflects the full $600 million revolving credit facility less a reduction of $4 million for letters of credit outstanding at March 31, 2026. In total, Ashland’s available liquidity position, which includes cash and cash equivalents and the revolving credit facility, was $939 million at March 31, 2026, compared to $811 million at September 30, 2025. Ashland had no available liquidity under the U.S. and Foreign Accounts Receivable Sales Programs as of March 31, 2026. Ashland also maintained $326 million of restricted investments at March 31, 2026, to pay for future asbestos claims and environmental remediation and related litigation.
Capital resources
Debt
The following summary reflects Ashland’s debt as of:
|
|
March 31 |
|
|
September 30 |
|
||
(In millions) |
|
2026 |
|
|
2025 |
|
||
Short-term debt |
|
$ |
— |
|
|
$ |
— |
|
Long-term debt (less debt issuance cost discounts)(a) |
|
|
1,374 |
|
|
|
1,384 |
|
Total debt |
|
$ |
1,374 |
|
|
$ |
1,384 |
|
|
|
|
|
|
|
|
||
Debt as a percent of capital employed was 42% at both March 31, 2026 and September 30, 2025. At March 31, 2026, Ashland’s total debt had an outstanding principal balance of $1,405 million, discounts of $22 million, and debt issuance costs of $9 million. Ashland has no long-term debt (excluding debt issuance costs) maturing within 2026, $4 million in 2027, $573 million due in fiscal 2028, $97 million due in 2029, zero in 2030, and $450 million in 2031.
Ashland credit ratings
Ashland’s corporate credit rating by Standard & Poor’s was downgraded to BB during the three months ended March 31, 2026, and Moody’s Investor Services was downgraded to Ba2 during the six months ended March 31, 2026. As of March 31, 2026, both Moody’s Investor Services and Standard & Poor's outlook remained at stable. Subsequent changes to these ratings or outlook may have an effect on Ashland’s borrowing rate or ability to access capital markets in the future.
Ashland debt covenant restrictions
Ashland's 2022 Credit Agreement contains usual and customary representations, warranties and affirmative and negative covenants, including financial covenants for leverage and interest coverage ratios, limitations on liens, additional subsidiary indebtedness, restrictions on subsidiary distributions, investments, mergers, sale of assets and restricted payments and other customary limitations. As of March 31, 2026, Ashland is in compliance with all debt agreement covenant restrictions under the 2022 Credit Agreement.
The maximum consolidated net leverage ratio permitted under the 2022 Credit Agreement is 4.0. The 2022 Credit Agreement defines the consolidated net leverage ratio as the ratio of consolidated indebtedness minus unrestricted cash and cash equivalents to consolidated EBITDA (Covenant Adjusted EBITDA) for any measurement period. In general, the 2022 Credit Agreement defines Covenant Adjusted EBITDA as net income (loss) plus consolidated interest charges, taxes, depreciation and amortization expense, fees and expenses related to capital market transactions and proposed or actual acquisitions and divestitures, restructuring and integration charges, noncash stock and equity compensation expense, and any other nonrecurring expenses or losses that do not represent a cash item in such period or any future period; less any noncash gains or other items increasing net income (loss). The computation of Covenant Adjusted EBITDA differs from the calculation of EBITDA and Adjusted EBITDA, which have been reconciled above in the “consolidated review” section. In general, consolidated indebtedness includes debt plus all purchase money indebtedness, banker’s acceptances and bank guaranties, deferred purchase price of property or services, attributable indebtedness and guarantees. At March 31, 2026, Ashland’s calculation of the consolidated net leverage ratio was 2.6.
The minimum required consolidated interest coverage ratio under the 2022 Credit Agreement is 3.0. The 2022 Credit Agreement defines the consolidated interest coverage ratio as the ratio of Covenant Adjusted EBITDA to
56
consolidated interest charges for any measurement period. At March 31, 2026, Ashland’s calculation of the consolidated interest coverage ratio was 6.5.
Any change in Covenant Adjusted EBITDA of $100 million would have an approximate 0.5x effect on the consolidated net leverage ratio and a 1.6x effect on the consolidated interest coverage ratio. The change in consolidated indebtedness of $100 million would affect the consolidated leverage ratio by approximately 0.3x.
Additional capital resources
Total equity
Total equity decreased by $38 million since September 30, 2025 to $1,866 million at March 31, 2026. The decrease of $38 million was due to dividends of $38 million and $10 million of translation losses partially offset by $6 million of common stock issued and $4 net income.
2023 Stock Repurchase program
On June 28, 2023, Ashland's board of directors authorized a new evergreen $1 billion common share repurchase program ("2023 Stock Repurchase Program"). As of March 31, 2026, $520 million remained available for repurchase under the 2023 Stock Repurchase Program.
Stock repurchase program agreements
The following table provides the common stock repurchase activity:
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
March 31 |
|
|
March 31 |
|
||||||||||
(In millions, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Number of shares repurchased |
|
|
— |
|
|
|
1.50 |
|
|
|
— |
|
|
|
1.50 |
|
Weighted-average price per share(a) |
|
$ |
— |
|
|
$ |
64.90 |
|
|
$ |
— |
|
|
$ |
64.90 |
|
Aggregate purchase price(a) |
|
$ |
— |
|
|
$ |
100 |
|
|
$ |
— |
|
|
$ |
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stockholder dividends
Ashland paid dividends of 41.5 cents per share for the first and second quarters of fiscal 2026 and 40.5 cents per share in the first and second quarters of fiscal 2025.
Capital expenditures
Capital expenditures were $31 million for the six months ended March 31, 2026, compared to $44 million for the six months ended March 31, 2025.
CRITICAL ACCOUNTING POLICIES
The preparation of Ashland’s Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses, and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include, but are not limited to, environmental remediation, asbestos litigation, the accounting for goodwill and other indefinite-lived intangible assets and income taxes. These accounting policies are discussed in detail in “Management’s Discussion and Analysis – Critical Accounting Policies” in Ashland’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. Management has reviewed the estimates affecting these items with the Audit Committee of Ashland’s Board of Directors. No material changes have been made to the valuation techniques during the three and six months ended March 31, 2026.
OUTLOOK
Ashland is updating its full-year fiscal 2026 sales guidance to a range of $1,835 to $1,870 million and its Adjusted EBITDA guidance to a range of $385 to $400 million. The updated outlook reflects productivity challenges associated with the Hopewell scale-up, as well as softer energy-related demand tied to the Middle East conflict and
57
reduced EV driven demand for BDO based derivatives. These impacts are partially offset by resilient demand in core end markets, ongoing pricing actions, and continued growth across the globalize and innovate platforms.
Despite a mixed macroeconomic backdrop, Ashland’s core Personal Care and Life Sciences end markets continue to show resilience, underpinned by stable fundamentals and sustained momentum in innovation‑led and globalized product offerings. Second quarter sales trends were encouraging, reflecting solid momentum across several consumer‑focused markets, with early third quarter activity showing a continuation of this commercial strength. While cost‑savings initiatives remain in progress, a slower‑than‑anticipated productivity ramp‑up associated with the Hopewell HEC manufacturing site is delaying the pace of benefit realization. Ashland continues to expect the year to follow a typical seasonal cadence, with stronger performance anticipated in the second half as commercial activity builds and operational stability improves.
Updating prior guidance
Key planning assumptions
58
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Ashland’s market risk exposure at March 31, 2026 is generally consistent with the types of market risk exposures presented in Ashland’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures - As of the end of the period covered by this quarterly report, Ashland, under the supervision and with the participation of its management, including Ashland’s Chief Executive Officer and its Chief Financial Officer, evaluated the effectiveness of Ashland’s disclosure controls and procedures pursuant to Rule 13a-15(b) and 15d-15(b) promulgated under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of March 31, 2026.
Changes in Internal Control over Financial Reporting - During the six months ended March 31, 2026, there were no significant changes in Ashland's internal control over financial reporting, or in other factors, that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, Ashland's internal control over financial reporting.
59
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following is a description of Ashland’s material legal proceedings. Ashland’s threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.
Asbestos-Related Litigation
Ashland is subject to liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims result primarily from indemnification obligations undertaken in 1990 in connection with the sale of Riley Stoker Corporation (Riley), a former subsidiary. Although Riley was neither a producer nor a manufacturer of asbestos, its industrial boilers contained some asbestos-containing components provided by other companies.
Hercules LLC (formerly Hercules Incorporated), an indirect wholly-owned subsidiary of Ashland, is also subject to liabilities from asbestos-related personal injury lawsuits involving claims which typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market.
Ashland and Hercules are also defendants in lawsuits alleging exposure to asbestos at facilities formerly or presently owned or operated by Ashland or Hercules.
For additional detailed information regarding liabilities arising from asbestos-related litigation, see Note L of the Notes to Condensed Consolidated Financial Statements in this quarterly report on Form 10-Q.
Environmental Proceedings
(a) CERCLA and Similar State Law Sites - Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state laws, Ashland and its subsidiaries may be subject to joint and several liability for cleanup costs in connection with alleged releases of hazardous substances at sites where it has been identified as a “potentially responsible party” (PRP). As of March 31, 2026, Ashland and its subsidiaries have been identified as a PRP by U.S. federal and state authorities, or by private parties seeking contribution, for the cost of environmental investigation and/or cleanup at 52 sites. These sites are currently subject to ongoing investigation and remedial activities, overseen by the United States Environmental Protection Agency (USEPA) or a state agency, in which Ashland or its subsidiaries are typically participating as a member of a PRP group. Generally, the types of relief sought include remediation of contaminated soil and/or groundwater, reimbursement for past costs of site cleanup and administrative oversight and/or long-term monitoring of environmental conditions at the sites. The ultimate costs are not predictable with assurance.
(b) Lower Passaic River, New Jersey Matters - Ashland, through two formerly owned facilities, and ISP, through a now-closed facility, have been identified as PRPs, along with approximately 70 other companies (the Cooperating Parties Group or the CPG), in a May 2007 Administrative Order of Consent (AOOC) with the USEPA. The parties are required to perform a remedial investigation and feasibility study (RI/FS) of the entire 17 miles of the Passaic River. In June 2007, the USEPA separately commenced a Focused Feasibility Study (FFS) as an interim measure. In accordance with the 2007 AOOC, in June 2012 the CPG voluntarily entered into another AOOC for an interim removal action focused solely at mile 10.9 of the Passaic River. The allocations for the 2007 AOOC and the 2012 removal action are based on interim allocations, are immaterial and have been accrued. In April 2014, the USEPA released the FFS. The CPG submitted the Draft RI/FS Report on April 30, 2015. The USEPA has released the FFS Record of Decision for the lower 8 miles and reached an agreement with another chemical company to conduct and pay for the remedial design. This chemical company has sued Ashland, ISP and numerous other defendants to recover past and future costs pursuant to the CERCLA. Ashland and ISP participated in an USEPA allocation process that resulted in a partial settlement with the EPA. Possible future allocation proceedings are not expected to have a significant impact to Ashland.
For additional information regarding environmental matters and reserves, see Note L of the Notes to Condensed Consolidated Financial Statements in this quarterly report on Form 10-Q.
60
Other Pending Legal Proceedings
In addition to the matters described above, there are other various claims, lawsuits and administrative proceedings pending or threatened against Ashland and its current and former subsidiaries. Such actions are with respect to commercial matters, product liability, toxic tort liability and other environmental matters which seek remedies or damages, some of which are for substantial amounts. While Ashland cannot predict with certainty the outcome of such actions, it believes that adequate reserves have been recorded as of March 31, 2026. There is a reasonable possibility that a loss exceeding amounts already recognized may be incurred related to these actions; however, Ashland believes that such potential losses were immaterial as of March 31, 2026.
ITEM 1A. RISK FACTORS
During the period covered by this report, there were no material changes from the risk factors previously disclosed in Ashland’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share repurchase activity during the three months ended March 31, 2026 was as follow:
Issuer Purchases of Equity Securities |
|
|||||||||||||||
Q2 Fiscal Periods |
|
Total Number of |
|
|
Average Price |
|
|
Total Number of |
|
|
Dollar Value of |
|
||||
January 1, 2026 to January 31, 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
520 |
|
February 1, 2026 to February 28, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
520 |
|
March 1, 2026 to March 31, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
520 |
|
Total |
|
|
— |
|
|
|
|
|
|
— |
|
|
$ |
520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
61
ITEM 6. EXHIBITS
(a) Exhibits |
|
|
|
3.1 |
Amended and Restated Articles of Incorporation of Ashland Global Holdings Inc. (filed as Exhibit 3.1 to Ashland’s Form 8-K filed on September 20, 2016 (SEC File No. 001-32532)) and incorporated by reference herein). |
|
|
3.2 |
Certificate of Ownership & Merger, amending the Company’s Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to Ashland’s Form 8-K filed on August 1, 2022 (SEC File No. 001-32532) and incorporated by reference herein). |
|
|
3.3 |
By-laws of Ashland Inc. (Amended and Restated as of September 20, 2022) (filed as Exhibit 3.1 to Ashland’s Form 8-K filed on September 20, 2022 (SEC File No. 333-211719) and incorporated by reference herein). |
|
|
31.1* |
Certificate of Guillermo Novo, Chief Executive Officer of Ashland pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
31.2* |
Certificate of William C. Whitaker, Chief Financial Officer of Ashland pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32* |
Certificate of Guillermo Novo, Chief Executive Officer of Ashland, and William C. Whitaker, Chief Financial Officer of Ashland pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
101.INS** |
Inline XBRL Instance Document. |
|
|
101.SCH** |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document. |
|
|
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
|
* |
Filed herewith. |
|
** |
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Statements of Condensed Consolidated Comprehensive Income (Loss) for the three and six months ended March 31, 2026 and March 31, 2025; (ii) Condensed Consolidated Balance Sheets at March 31, 2026 and September 30, 2025; (iii) Statements of Condensed Consolidated Cash Flows for the six months ended March 31, 2026 and March 31, 2025; and (iv) Notes to Condensed Consolidated Financial Statements. |
|
SM |
Service mark, Ashland or its subsidiaries, registered in various countries. |
|
™ |
Trademark, Ashland or its subsidiaries, registered in various countries. |
62
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Ashland Inc. |
|
|
(Registrant) |
April 29, 2026 |
|
/s/ William C. Whitaker |
|
|
William C. Whitaker |
|
|
Senior Vice President and Chief Financial Officer (on behalf of the Registrant and as Principal Financial Officer) |
63