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Fri Oct 23 · markets open6 signals today103 insider buys this week · $208.8MCIRO short report next: Oct 31The week ahead

ASH

ASHLAND INC.
NYSE · INDUSTRIALS · WHOLESALE-CHEMICALS & ALLIED PRODUCTS
73.57
+1.43 +1.98%
USD · close Oct 22
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MKT CAP $3.4BP/E 70.1DIV YIELD —FCF YIELD 7.42%REV TTM $1.8B −1.4%NET INCOME $52MNET DEBT $934M52W 47.84 – 76.45SEC XBRL · TTM TO Invalid Date

How ASH rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
27%
of sentences unchanged
Added
468
new sentences
Dropped
434
sentences removed
Length
+2,284
words, now 29,753

New in FY2025

  • M- 41 OUTLOOK Ashland is issuing the following guidance for fiscal 2026, Ashland intends to deliver against these commitments with a focus on execution, consistency, and credibility.
  • Full-year fiscal 2026 guidance • S ales: $1,835 million to $1,905 million, reflecting organic growth of approximately one to five percent over the prior year. • Adjusted EBITDA: $400 million to $430 million. • Adjusted Diluted Earnings Per Share Excluding Intangibles Amortization Expense growth: double-digit-plus; reflecting operating improvement and Portfolio Optimization. • Ongoing Free Cash Flow Conversion: approximately 50 percent of Adjusted EBITDA; capital expenditures of approximately $100 million.
  • These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, as well as the economy and other future events or circumstances.
  • The risks and uncertainties we face which may cause our actual results to differ materially from the results expressed, projected, or implied in these forward-looking statements include, but are not limited to: Ashland’s aggressive growth goals and the extent to which such goals may be impacted by a failure to optimize our tangible and intangible assets, a failure to identify and integrate acquisition targets, any unexpected costs and liabilities associated with such acquisitions, and goodwill impairment; business disruptions stemming from natural, operational, and other catastrophic events, including disruptions to supply and logistics functions, manufacturing delays, and information technology system and network failures; climate change and related resource impacts; changes in consumer preferences and a reduction in demand for Ashland’s products; risks inherent in operating a global business, including tariffs and other trade policies, geopolitical instability and armed conflict, and challenges associated with hiring and managing a diverse workforce across countries with differing laws, regulations, and cultural practices; economic downturns and disruptions in the financial markets; Ashland’s substantial indebtedness, including the possibility that such indebtedness and related restrictive covenants may adversely affect our future cash flows, limit our ability to repay debt and obtain future financing, place Ashland at a competitive disadvantage, and make us more vulnerable to interest rate increases; our ability to develop and market new products and remain competitive in the markets in which we operate; our ability to pass increases in the costs of energy and raw materials to customers and to fulfill our contractual requirements with customers and vendors; downward pressures on prices and margins; the ability to attract and retain key employees and to provide for effective succession planning; cybersecurity risks, including disruptions to or failures in Ashland’s information technology systems and networks, malicious cyberattacks, and the inadvertent or accidental disclosure or loss of proprietary or sensitive information; Ashland’s ability to effectively protect and enforce its intellectual property rights; exposure to products liability claims; risks related to compliance with environmental, health, and safety regulations, including the potential for costly litigation, remediation, and settlement actions; exposure to pending and threatened asbestos-related litigation; changes in the legal and regulatory landscapes in which we operate; and changes in taxation or adverse tax rulings.
  • These risks and uncertainties also include, but are not limited to, the risk factors set forth in Item 1A.
  • “Risk Factors” to this Annual Report on Form 10-K, elsewhere in this Annual Report on Form 10-K, and in our other periodic reports filed with the SEC.
  • Ashland believes its expectations and M- 42 assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved.
  • Unless legally required, Ashland undertakes no obligation to update publicly any forward-looking statements made in this Annual Report on Form 10-K whether as a result of new information, future events or otherwise.
  • Information on Ashland’s website is not incorporated into or a part of this Annual Report on Form 10-K.
  • As of September 30, 2025 and 2024, Ashland had not identified any significant credit risk on open derivative contracts.
  • Ashland did not have any significant open hedging contracts with respect to commodities or any related raw material requirements as of and for the year ended September 30, 2025.
  • FINANCIAL STATEME NTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Management's report on internal control over financial reporting F- 2 Reports of independent registered public accounting firm (Ernst & Young LLP; PCAOB ID: 42 ) F- 3 Consolidated Financial Statements: Statements of Consolidated Comprehensive Income (Loss) F- 8 Consolidated Balance Sheets F- 9 Statements of Consolidated Equity F- 10 Statements of Consolidated Cash Flows F- 11 Notes to Consolidated Financial Statements F- 12 F- 1 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for the preparation and integrity of the Consolidated Financial Statements and other financial information included in this Annual Report on Form 10-K.
  • The report of Ashland’s Audit Committee can be found in Ashland’s Proxy for its 2026 Annual Meeting.
  • Management assessed the effectiveness of Ashland’s internal control over financial reporting as of September 30, 2025.
  • Based on this assessment, management believes that Ashland maintained effective internal control over financial reporting as of September 30, 2025.
  • Ernst & Young LLP, an independent registered public accounting firm, has audited and reported on the Consolidated Financial Statements of Ashland Inc. and Consolidated Subsidiaries as of and for the year ended September 30, 2025, and the effectiveness of Ashland’s internal control over financial reporting as of September 30, 2025.
  • The reports of the independent registered public accounting firm are contained in this Annual Report on Form 10-K. /s/ Guillermo Novo Guillermo Novo Chair of the Board and Chief Executive Officer /s/ William C.
  • Whitaker Senior Vice President and Chief Financial Officer November 20, 2025 F- 2 Report of Independe nt Registered Public Accounting Firm To the Stockholders and the Board of Directors of Ashland Inc.
  • Opinion on Internal Control Over Financial Reporting We have audited Ashland Inc. and Consolidated Subsidiaries’ internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
  • In our opinion, Ashland Inc. and Consolidated Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on the COSO criteria.
  • We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2025 and 2024, the related statements of consolidated comprehensive income (loss), consolidated equity and consolidated cash flows for each of the three years in the period ended September 30, 2025, and the related notes and our report dated November 20, 2025, expressed an unqualified opinion thereon.
  • Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Grandview Heights, Ohio November 20, 2025 F- 3 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Ashland Inc.
  • Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Ashland Inc. and Consolidated Subsidiaries (the Company) as of September 30, 2025 and 2024, the related statements of consolidated comprehensive income (loss), consolidated equity and consolidated cash flows, for each of the three years in the period ended September 30, 2025, and the related notes (collectively referred to as the "consolidated financial statements").
  • In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with U.S. generally accepted accounting principles.
  • We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 20, 2025, expressed an unqualified opinion thereon.
  • Company's Disclosure of an Additional Measure of Segment Profit or Loss In Note Q to the consolidated financial statements, the Company has elected to disclose earnings before income taxes, depreciation and amortization (EBITDA) as an additional segment profit or loss measure as permitted pursuant to ASC 280, Segment Reporting, and that the U.S.
  • Securities and Exchange Commission (SEC) defines as a non-GAAP measure.
  • Accordingly, we express no opinion on whether the additional segment profit or loss measure complies with SEC Regulation S-K, Item 10(e) and Regulation G, Item 101.
  • Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
  • F- 4 Valuation of Environmental Remediation Reserves Description of the Matter At September 30, 2025, the environmental remediation reserves amounted to $226 million.
  • As discussed within Note M of the consolidated financial statements, the environmental remediation reserves reflect the Company’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 and probable of being incurred, without regard to any third-party recoveries.
  • The Company regularly adjusts its reserves as environmental remediation continues.
  • Auditing the environmental remediation reserves was complex due to inherent uncertainties that affect the Company’s ability to estimate probable costs.
  • How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant internal controls over the Company’s environmental remediation reserves process.
  • For example, we tested internal controls over the Company’s annual reserve setting training process, management’s monitoring of sites, and management’s development of the environmental remediation reserves estimates.
  • We also tested management’s internal controls over the completeness and accuracy of the underlying data used in the environmental remediation reserves estimates.
  • To test the environmental remediation reserves, we performed audit procedures that included, among others: assessing the appropriateness of the Company’s policies and procedures and testing management’s development of the environmental remediation reserves estimates.
  • We obtained an understanding of the nature and extent of contamination at each site, the nature and extent of required cleanup efforts, and the corresponding environmental remediation reserves through discussions with the Company’s remediation project managers.
  • We also involved our environmental remediation subject matter specialists to evaluate the reasonableness of management’s estimates, including consideration of information available on regulatory databases in the public domain that was assessed for possible contrary evidence.
  • With the support of our environmental remediation subject matter specialists, we evaluated whether the environmental remediation reserves estimates were appropriate based on engineering studies and historical experience.

and 428 more.

Gone since FY2024

  • M- 40 OUTLOOK Portfolio-optimization actions Ashland is taking the following actions to offset the impact of portfolio optimization and to further strengthen the company’s core: • Reviewing strategic alternatives for Avoca business line; • Completed a share buyback program of $150 million to offset the annual adjusted earnings per share impact from the divestiture of nutraceuticals and the potential future exit of Avoca; • Initiation of $30 million restructuring plan to offset impact from the nutraceuticals sale and other portfolio optimization actions, with 50 percent realization in fiscal year 2025 and 50 percent in fiscal year 2026; • Advancing a multi-year manufacturing optimization restructuring plan to improve operational cost and strengthen the competitive position of HEC and VP&D which is expected to generate pre-tax savings of $60 million once fully achieved, including savings of $5 million in fiscal year 2025.
  • Financial Outlook For fiscal year 2025, Ashland’s outlook is based on the following assumptions: • Continued geopolitical and economic uncertainty results in lower overall growth in most regions; • China’s economy will remain challenged for the fiscal year, especially the property market; • Increased competitive intensity in China and several export markets result in volume growth being partially offset by additional price erosion; • +$45 million in improved first-half absorption when compared to inventory actions in fiscal 2024; • +$20 million in realized cost reduction actions; • Generally stable raw material environment; • ($30) million from reduced earnings and stranded costs from our nutraceuticals sale and other portfolio optimization actions; • ($20) million in negative price carryover from fiscal year 2024; • For Avoca, Ashland exited an unprofitable tolling operation and will sell or close the remaining sclareolide business; ($15) million year-over-year EBITDA erosion; and • ($10) million in variable incentive reset.
  • For fiscal year 2025, Ashland expects sales to be in the range of $1.90 billion to $2.05 billion, and Adjusted EBITDA to be in the range of $430 million to $470 million.
  • 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 M- 41 performance and financial condition, as well as the economy and other future events or circumstances.
  • Ashland’s expectations and assumptions include, without limitation, those mentioned within the MD&A, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies, cost savings and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: the impact of acquisitions and/or divestitures Ashland has made or may make (including the possibility that Ashland may not realize the anticipated benefits from such transactions); Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); execution risks associated with our growth strategies; the competitive nature of our business; severe weather, natural disasters, public health crises, cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); the ongoing Ukraine/Russia and Israel/Hamas conflict on the geographies in which Ashland operates, the end markets Ashland serves and on Ashland’s supply chain and customers; and without limitation, risks and uncertainties affecting Ashland that are contained in “Use of estimates, risks and uncertainties” in Note A of Notes to Consolidated Financial Statements and in Item 1A of this Annual Report Form 10-K.
  • Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements.
  • Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved.
  • Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this Form 10-K whether as a result of new information, future events or otherwise.
  • Information on Ashland’s website is not incorporated into or a part of this Form 10-K.
  • As of September 30, 2024 and 2023, Ashland had not identified any significant credit risk on open derivative contracts.
  • Ashland did not have any significant open hedging contracts with respect to commodities or any related raw material requirements as of and for the year ended September 30, 2024.
  • FINANCIAL STATEME NTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Management's report on internal control over financial reporting F- 2 Reports of independent registered public accounting firm (Ernst & Young LLP; PCAOB ID: 42 ) F- 3 Consolidated Financial Statements: Statements of Consolidated Comprehensive Income (Loss) F- 7 Consolidated Balance Sheets F- 8 Statements of Consolidated Equity F- 9 Statements of Consolidated Cash Flows F- 10 Notes to Consolidated Financial Statements F- 11 F- 1 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for the preparation and integrity of the Consolidated Financial Statements and other financial information included in this Annual Report on Form 10-K.
  • The report of Ashland’s Audit Committee can be found in Ashland’s Proxy for its 2025 Annual Meeting.
  • Management assessed the effectiveness of Ashland’s internal control over financial reporting as of September 30, 2024.
  • Based on this assessment, management believes that Ashland maintained effective internal control over financial reporting as of September 30, 2024.
  • Ernst & Young LLP, an independent registered public accounting firm, has audited and reported on the Consolidated Financial Statements of Ashland Inc. and Consolidated Subsidiaries as of and for the year ended September 30, 2024, and the effectiveness of Ashland’s internal control over financial reporting as of September 30, 2024.
  • The reports of the independent registered public accounting firm are contained in this Annual Report on Form 10-K. /s/ Guillermo Novo Guillermo Novo Chair of the Board and Chief Executive Officer /s/ J.
  • Kevin Willis Senior Vice President and Chief Financial Officer November 18, 2024 F- 2 Report of Independe nt Registered Public Accounting Firm To the Stockholders and the Board of Directors of Ashland Inc.
  • Opinion on Internal Control Over Financial Reporting We have audited Ashland Inc. and Consolidated Subsidiaries’ internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).
  • In our opinion, Ashland Inc. and Consolidated Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on the COSO criteria.
  • We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2024 and 2023, the related consolidated statements of comprehensive income (loss), equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes and our report dated November 18, 2024 expressed an unqualified opinion thereon.
  • Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Grandview Heights, Ohio November 18, 2024 F- 3 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Ashland Inc.
  • Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Ashland Inc. and Consolidated Subsidiaries (the Company) as of September 30, 2024 and 2023, the related statements of consolidated comprehensive income (loss), equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
  • In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024, in conformity with U.S. generally accepted accounting principles.
  • We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 18, 2024 expressed an unqualified opinion thereon.
  • Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
  • F- 4 Valuation of Environmental Remediation Reserves Description of the Matter At September 30, 2024, the reserves for environmental remediation amounted to $221 million.
  • As discussed within Note M of the consolidated financial statements, the 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 and probable of being incurred, without regard to any third-party recoveries.
  • Auditing the environmental remediation reserve was complex due to inherent uncertainties that affect Ashland’s ability to estimate probable costs.
  • How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over Ashland’s environmental remediation reserves process.
  • For example, we tested controls over the Company’s annual reserve setting training process, management’s monitoring of sites, and management’s development of the environmental reserve estimates.
  • We also tested management’s controls over the completeness and accuracy of the underlying data used in the reserve estimates.
  • To test the environmental reserves, we performed audit procedures that included, among others: assessing the appropriateness of Ashland’s policies and procedures and testing management’s development of the environmental reserve estimates.
  • We obtained an understanding of the nature and extent of contamination at each site, the nature and extent of required cleanup efforts, and the corresponding environmental remediation reserves through discussions with Ashland’s remediation project managers.
  • We also involved our environmental reserve subject matter specialists to evaluate the reasonableness of management’s reserve estimates, including consideration of information available on regulatory databases in the public domain that was assessed for possible contrary evidence.
  • With the support of our environmental reserve subject matter specialists, we evaluated whether the environmental reserve estimates were appropriate based on engineering studies and historical experience.
  • F- 5 Valuation of Asbestos Litigation Reserves Description of the Matter At September 30, 2024, the reserves for asbestos litigation amounted to $459 million.
  • As discussed within Note M of the consolidated financial statements, Ashland has liabilities from claims alleging personal injury caused by exposure to asbestos.
  • Ashland retained third-party actuarial experts to assist in developing and annually updating independent reserve estimates for future asbestos claims and related costs given various assumptions.
  • Auditing the Company’s asbestos litigation reserve was complex due to uncertainty associated with the estimate of projected future asbestos costs.

and 394 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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