ASHLAND INC. - Quarter Report: 2022 December (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☑ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31,
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 333-211719
ASHLAND INC.
(a Delaware corporation)
I.R.S. No. 81-2587835
8145 Blazer Drive
Wilmington, Delaware 19808
Telephone Number (302) 995-3000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, par value $.01 per share |
ASH |
New York Stock Exchange |
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. Yes ☑No ☐
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). Yes ☑No ☐
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.
Large Accelerated Filer |
☑ |
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Accelerated Filer |
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☐ |
Non-Accelerated Filer |
☐ |
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Smaller Reporting Company |
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☐ |
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Emerging Growth Company |
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☐ |
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 December 31, 2022, there were 54,271,587 shares of Registrant’s Common Stock outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions except per share data - unaudited) |
|
2022 |
|
|
2021 |
|
||
Sales |
|
$ |
525 |
|
|
$ |
512 |
|
Cost of sales |
|
|
360 |
|
|
|
351 |
|
Gross profit |
|
|
165 |
|
|
|
161 |
|
|
|
|
|
|
|
|
||
Selling, general and administrative expense |
|
|
93 |
|
|
|
82 |
|
Research and development expense |
|
|
13 |
|
|
|
13 |
|
Intangibles amortization expense - Note G |
|
|
23 |
|
|
|
24 |
|
Equity and other income |
|
|
1 |
|
|
|
— |
|
Operating income |
|
|
37 |
|
|
|
42 |
|
|
|
|
|
|
|
|
||
Net interest and other expense (income) |
|
|
(14 |
) |
|
|
5 |
|
Other net periodic benefit loss |
|
|
(1 |
) |
|
|
— |
|
Income from continuing operations before income taxes |
|
|
50 |
|
|
|
37 |
|
Income tax expense - Note J |
|
|
8 |
|
|
|
5 |
|
Income from continuing operations |
|
|
42 |
|
|
|
32 |
|
Income (loss) from discontinued operations (net of income taxes) - Note C |
|
|
(2 |
) |
|
|
16 |
|
Net income |
|
$ |
40 |
|
|
$ |
48 |
|
|
|
|
|
|
|
|
||
PER SHARE DATA |
|
|
|
|
|
|
||
Basic earnings per share - Note M |
|
|
|
|
|
|
||
Income from continuing operations |
|
$ |
0.77 |
|
|
$ |
0.56 |
|
Income (loss) from discontinued operations |
|
|
(0.03 |
) |
|
|
0.29 |
|
Net income |
|
$ |
0.74 |
|
|
$ |
0.85 |
|
|
|
|
|
|
|
|
||
Diluted earnings per share - Note M |
|
|
|
|
|
|
||
Income from continuing operations |
|
$ |
0.76 |
|
|
$ |
0.55 |
|
Income (loss) from discontinued operations |
|
|
(0.03 |
) |
|
|
0.28 |
|
Net income |
|
$ |
0.73 |
|
|
$ |
0.83 |
|
|
|
|
|
|
|
|
||
COMPREHENSIVE INCOME |
|
|
|
|
|
|
||
Net income |
|
$ |
40 |
|
|
$ |
48 |
|
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
||
Unrealized translation gain (loss) |
|
|
82 |
|
|
|
(17 |
) |
Unrealized loss on commodity hedges |
|
|
(4 |
) |
|
|
(3 |
) |
Other comprehensive income (loss) - Note N |
|
|
78 |
|
|
|
(20 |
) |
Comprehensive income |
|
$ |
118 |
|
|
$ |
28 |
|
|
|
|
|
|
|
|
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
2
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions - unaudited) |
|
December 31 |
|
|
September 30 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
532 |
|
|
$ |
646 |
|
Accounts receivable (a) - Note H |
|
|
351 |
|
|
|
402 |
|
Inventories - Note F |
|
|
724 |
|
|
|
629 |
|
Other assets |
|
|
117 |
|
|
|
91 |
|
Total current assets |
|
|
1,724 |
|
|
|
1,768 |
|
Noncurrent assets |
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
|
|
|
|
||
Cost |
|
|
3,116 |
|
|
|
3,050 |
|
Accumulated depreciation |
|
|
1,770 |
|
|
|
1,712 |
|
Net property, plant and equipment |
|
|
1,346 |
|
|
|
1,338 |
|
Goodwill - Note G |
|
|
1,369 |
|
|
|
1,312 |
|
Intangibles - Note G |
|
|
959 |
|
|
|
963 |
|
Operating lease assets, net - Note I |
|
|
107 |
|
|
|
107 |
|
Restricted investments - Note E |
|
|
343 |
|
|
|
313 |
|
Asbestos insurance receivable (b) - Note L |
|
|
135 |
|
|
|
138 |
|
Deferred income taxes |
|
|
20 |
|
|
|
20 |
|
Other assets |
|
|
256 |
|
|
|
254 |
|
Total noncurrent assets |
|
|
4,535 |
|
|
|
4,445 |
|
Total assets |
|
$ |
6,259 |
|
|
$ |
6,213 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Trade and other payables |
|
$ |
246 |
|
|
$ |
265 |
|
Accrued expenses and other liabilities |
|
|
200 |
|
|
|
269 |
|
Current operating lease obligations - Note I |
|
|
18 |
|
|
|
19 |
|
Total current liabilities |
|
|
464 |
|
|
|
553 |
|
Noncurrent liabilities |
|
|
|
|
|
|
||
Long-term debt - Note H |
|
|
1,316 |
|
|
|
1,270 |
|
Asbestos litigation reserve - Note L |
|
|
454 |
|
|
|
472 |
|
Deferred income taxes |
|
|
176 |
|
|
|
176 |
|
Employee benefit obligations - Note K |
|
|
110 |
|
|
|
103 |
|
Operating lease obligations - Note I |
|
|
95 |
|
|
|
94 |
|
Other liabilities |
|
|
326 |
|
|
|
325 |
|
Total noncurrent liabilities |
|
|
2,477 |
|
|
|
2,440 |
|
|
|
|
|
|
|
|||
Stockholders’ equity - Note N |
|
|
3,318 |
|
|
|
3,220 |
|
|
|
|
|
|
|
|
||
Total liabilities and stockholders' equity |
|
$ |
6,259 |
|
|
$ |
6,213 |
|
|
|
|
|
|
|
|
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
|
|
Three months ended |
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|||||
|
|
December 31 |
|
|||||
(In millions - unaudited) |
|
2022 |
|
|
2021 |
|
||
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES FROM |
|
|
|
|
|
|
||
Net income |
|
$ |
40 |
|
|
$ |
48 |
|
Loss (Income) from discontinued operations (net of income taxes) |
|
|
2 |
|
|
|
(16 |
) |
Adjustments to reconcile income from continuing operations to |
|
|
|
|
|
|
||
cash flows from operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
59 |
|
|
|
60 |
|
Original issue discount and debt issuance costs amortization |
|
|
1 |
|
|
|
1 |
|
Deferred income taxes |
|
|
7 |
|
|
|
3 |
|
Stock based compensation expense |
|
|
7 |
|
|
|
4 |
|
Excess tax benefit on stock based compensation |
|
|
1 |
|
|
|
— |
|
Income from restricted investments |
|
|
(26 |
) |
|
|
(13 |
) |
Asset impairments |
|
|
4 |
|
|
|
— |
|
Pension contributions |
|
|
(1 |
) |
|
|
(1 |
) |
Change in operating assets and liabilities (a) |
|
|
(123 |
) |
|
|
(72 |
) |
Total cash flows provided (used) by operating activities from continuing operations |
|
|
(29 |
) |
|
|
14 |
|
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES FROM |
|
|
|
|
|
|
||
Additions to property, plant and equipment |
|
|
(23 |
) |
|
|
(15 |
) |
Proceeds from disposal of property, plant and equipment |
|
|
— |
|
|
|
1 |
|
Proceeds from settlement of company-owned life insurance contracts |
|
|
2 |
|
|
|
— |
|
Company-owned life insurance payments |
|
|
(1 |
) |
|
|
— |
|
Funds restricted for specific transactions |
|
|
(5 |
) |
|
|
— |
|
Reimbursements from restricted investments |
|
|
— |
|
|
|
7 |
|
Proceeds from sale of securities |
|
|
— |
|
|
|
4 |
|
Purchases of securities |
|
|
— |
|
|
|
(4 |
) |
Total cash flows used by investing activities from continuing operations |
|
|
(27 |
) |
|
|
(7 |
) |
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES FROM |
|
|
|
|
|
|
||
Proceeds from short-term debt |
|
|
— |
|
|
|
11 |
|
Cash dividends paid |
|
|
(18 |
) |
|
|
(17 |
) |
Stock based compensation employee withholding taxes paid in cash |
|
|
(9 |
) |
|
|
(5 |
) |
Total cash flows used by financing activities from continuing operations |
|
|
(27 |
) |
|
|
(11 |
) |
CASH USED BY CONTINUING OPERATIONS |
|
|
(83 |
) |
|
|
(4 |
) |
Cash provided (used) by discontinued operations |
|
|
|
|
|
|
||
Operating cash flows |
|
|
(34 |
) |
|
|
(8 |
) |
Investing cash flows |
|
|
— |
|
|
|
(1 |
) |
Total cash provided by discontinued operations |
|
|
(34 |
) |
|
|
(9 |
) |
Effect of currency exchange rate changes on cash and cash equivalents |
|
|
3 |
|
|
|
(3 |
) |
DECREASE IN CASH AND CASH EQUIVALENTS |
|
|
(114 |
) |
|
|
(16 |
) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD |
|
|
646 |
|
|
|
210 |
|
CASH AND CASH EQUIVALENTS - END OF PERIOD |
|
$ |
532 |
|
|
$ |
194 |
|
|
|
|
|
|
|
|
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 accounting principles generally accepted in the United States for interim financial reporting and Securities and Exchange Commission (SEC) regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. These 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) Annual Report on Form 10-K for the fiscal year ended September 30, 2022. Results of operations for the period ended December 31, 2022 are not necessarily indicative of the expected results for the remaining quarters in 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, see Note Q.
Use of estimates, risks and uncertainties
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 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 or other matters.
New accounting pronouncements
A description of new U.S. GAAP accounting standards issued or adopted during the current year 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, 2022. There were no new standards that were either issued or adopted in the current fiscal year that will have a material impact on Ashland's consolidated financial statements.
5
NOTE B – DIVESTITURES
Performance Adhesives
On February 28, 2022, Ashland completed the sale of its Performance Adhesives business to Arkema, a French société anonyme. Proceeds from the sale were approximately $1.7 billion, net of transaction costs.
The transaction represented a strategic shift in Ashland’s business and had a major effect on Ashland’s operations and financial results. Accordingly, the operating results and cash flows related to Performance Adhesives have been reflected as discontinued operations in the Statements of Consolidated Comprehensive Income (Loss) and Statements of Condensed Consolidated Cash Flows. See Note C for the results of operations for Performance Adhesives for all periods presented.
Certain indirect corporate costs included within the selling, general and administrative expense caption of the Statements of Consolidated Comprehensive Income (Loss) that were previously allocated to the Performance Adhesives segment do not qualify for classification within discontinued operations and are now reported as selling, general and administrative expense within continuing operations on a consolidated basis and within the Unallocated and other segment. These costs were zero and $4 million for the three months ended December 31, 2022 and 2021.
Other manufacturing facility sale
During the three months ended December 31, 2022, Ashland entered into a definitive sale agreement to sell a Specialty Additives manufacturing facility for less than $1 million. This transaction is expected to close within the next twelve months. The net asset value related to these sites was less than $1 million and $4 million at December 31, 2022 and September 30, 2022, respectively. During the three months ended December 31, 2022, a $4 million impairment charge was recorded within the selling, general and administrative expense caption of the Statement of Consolidated Comprehensive Income (Loss) for this manufacturing facility.
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 tax items have been recorded within the discontinued operations caption in the Statements of Consolidated Comprehensive Income (Loss) for all periods presented.
Components of amounts reflected in the Statements of Consolidated Comprehensive Income (Loss) related to discontinued operations are presented in the following table for the three months ended December 31, 2022 and 2021.
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Income (loss) from discontinued operations (net of tax) |
|
|
|
|
|
|
||
Performance Adhesives |
|
$ |
(1 |
) |
|
$ |
17 |
|
Distribution |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
$ |
(2 |
) |
|
$ |
16 |
|
|
|
|
|
|
|
|
6
The following table presents a reconciliation of the captions within Ashland's Statements of Consolidated Comprehensive Income (Loss) for the income (loss) from discontinued operations attributable to Performance Adhesives for the three months ended December 31, 2021. This disclosure was not applicable for the three months ended December 31, 2022 as a result of the sale in fiscal 2022.
|
|
Three months ended |
|
|
|
|
December 31 |
|
|
(In millions) |
|
2021 |
|
|
Income (loss) from discontinued operations attributable |
|
|
|
|
Sales |
|
$ |
96 |
|
Cost of sales |
|
|
(67 |
) |
Selling, general and administrative expense |
|
|
(5 |
) |
Research and development expense |
|
|
(2 |
) |
Pretax income of discontinued operations |
|
|
22 |
|
Income tax expense |
|
|
(5 |
) |
Income from discontinued operations |
|
$ |
17 |
|
|
|
|
|
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.
Fiscal 2023 Life Sciences restructuring program
During December 2022, Ashland implemented a restructuring program within the Nutraceuticals business of the Life Sciences segment. Ashland recorded severance expense of $1 million during the three months ended December 31, 2022. As of December 31, 2022, the severance reserve associated with this program was $1 million.
NOTE E – FAIR VALUE MEASUREMENTS
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
7
using fair value models, such as a discounted cash flow model or other standard pricing models that Ashland deems reasonable.
The following table summarizes financial instruments subject to recurring fair value measurements as of December 31, 2022.
|
|
Carrying |
|
|
Total |
|
|
Quoted prices |
|
|
Significant |
|
|
Significant |
|
|||||
(In millions) |
|
value |
|
|
value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents |
|
$ |
532 |
|
|
$ |
532 |
|
|
$ |
532 |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted investments (a) (b) |
|
|
404 |
|
|
|
404 |
|
|
|
404 |
|
|
|
— |
|
|
|
— |
|
Investment of captive insurance company (c) |
|
|
10 |
|
|
|
10 |
|
|
|
10 |
|
|
|
— |
|
|
|
— |
|
Foreign currency derivatives (d) |
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
(d) |
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
Total assets at fair value |
|
$ |
948 |
|
|
$ |
948 |
|
|
$ |
946 |
|
|
$ |
2 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency derivatives (e) |
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
1 |
|
|
$ |
— |
|
(e) |
|
|
3 |
|
|
|
3 |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
Total liabilities at fair value |
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
— |
|
|
$ |
4 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes financial asset instruments subject to recurring fair value measurements as of September 30, 2022.
|
|
Carrying |
|
|
Total |
|
|
Quoted prices |
|
|
Significant |
|
|
Significant |
|
|||||
(In millions) |
|
value |
|
|
value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents |
|
$ |
646 |
|
|
$ |
646 |
|
|
$ |
646 |
|
|
$ |
— |
|
|
$ |
— |
|
Restricted investments (a) (b) |
|
|
374 |
|
|
|
374 |
|
|
|
374 |
|
|
|
— |
|
|
|
— |
|
Investment of captive insurance company (c) |
|
|
9 |
|
|
|
9 |
|
|
|
9 |
|
|
|
— |
|
|
|
— |
|
Foreign currency derivatives (d) |
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
(d) |
|
|
4 |
|
|
|
4 |
|
|
|
— |
|
|
|
4 |
|
|
|
— |
|
Total assets at fair value |
|
$ |
1,034 |
|
|
$ |
1,034 |
|
|
$ |
1,029 |
|
|
$ |
5 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency derivatives (e) |
|
$ |
9 |
|
|
$ |
9 |
|
|
$ |
— |
|
|
$ |
9 |
|
|
$ |
— |
|
(e) |
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
Total liabilities at fair value |
|
$ |
10 |
|
|
$ |
10 |
|
|
$ |
— |
|
|
$ |
10 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
Restricted investments
Ashland maintains certain investments in a 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 securities were classified primarily as noncurrent restricted investment assets, with $61 million classified within other current assets, in the Condensed Consolidated Balance Sheets as of December 31, 2022 and September 30, 2022.
The following table presents gross unrealized gains and losses for the restricted securities as of December 31, 2022 and September 30, 2022:
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
||||
(In millions) |
|
Adjusted Cost |
|
|
Unrealized Gain |
|
|
Unrealized Loss |
|
|
Fair Value |
|
||||
As of December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Demand deposit |
|
$ |
14 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
14 |
|
Equity mutual fund |
|
|
187 |
|
|
|
23 |
|
|
|
(12 |
) |
|
|
198 |
|
Fixed income mutual fund |
|
|
234 |
|
|
|
— |
|
|
|
(42 |
) |
|
|
192 |
|
Fair value |
|
$ |
435 |
|
|
$ |
23 |
|
|
$ |
(54 |
) |
|
$ |
404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Demand deposit |
|
$ |
6 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
6 |
|
Equity mutual fund |
|
|
186 |
|
|
|
20 |
|
|
|
(25 |
) |
|
|
181 |
|
Fixed income mutual fund |
|
|
234 |
|
|
|
— |
|
|
|
(47 |
) |
|
|
187 |
|
Fair value |
|
$ |
426 |
|
|
$ |
20 |
|
|
$ |
(72 |
) |
|
$ |
374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the investment income, net gains and losses realized, funds restricted for specific transactions, and disbursements related to the investments within the portfolio for the three months ended December 31, 2022 and 2021.
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Investment income (a) |
|
$ |
4 |
|
|
$ |
8 |
|
Net gains (losses) (a) |
|
|
21 |
|
|
|
4 |
|
Funds restricted for specific transactions |
|
|
5 |
|
|
|
— |
|
Disbursements |
|
|
— |
|
|
|
(7 |
) |
|
|
|
|
|
|
|
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 on certain assets and liabilities, including short-term inter-company 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. 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. The following table summarizes the net gains and losses recognized during the three months ended December 31, 2022 and 2021 within the Statements of Consolidated Comprehensive Income (Loss).
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Foreign currency derivative gains |
|
$ |
8 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
9
The following table summarizes the fair values of the outstanding foreign currency derivatives as of December 31, 2022 and September 30, 2022 included in accounts receivable and accrued expenses and other liabilities of the Condensed Consolidated Balance Sheets.
|
|
December 31 |
|
|
September 30 |
|
||
(In millions) |
|
2022 |
|
|
2022 |
|
||
Foreign currency derivative assets |
|
$ |
1 |
|
|
$ |
1 |
|
Notional contract values |
|
|
147 |
|
|
|
133 |
|
|
|
|
|
|
|
|
||
Foreign currency derivative liabilities |
|
$ |
1 |
|
|
$ |
9 |
|
Notional contract values |
|
|
185 |
|
|
|
535 |
|
|
|
|
|
|
|
|
Commodity 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 gains and losses recognized during the three months ended December 31, 2022 and 2021, respectively, within the cost of sales caption of the Statements of Consolidated Comprehensive Income (Loss).
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
|
$ |
1 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
The following table summarizes the fair values of the outstanding commodity derivatives as of December 31, 2022, and September 30, 2022 included in accounts receivable and accrued expenses and other liabilities of the Condensed Consolidated Balance Sheets.
|
|
December 31 |
|
|
September 30 |
|
||
(In millions) |
|
2022 |
|
|
2022 |
|
||
Commodity derivative assets |
|
$ |
1 |
|
|
$ |
4 |
|
Notional contract values |
|
|
6 |
|
|
|
13 |
|
|
|
|
|
|
|
|
||
Commodity derivative liabilities |
|
$ |
3 |
|
|
$ |
1 |
|
Notional contract values |
|
|
16 |
|
|
|
9 |
|
|
|
|
|
|
|
|
Other financial instruments
At December 31, 2022 and September 30, 2022, Ashland's long-term debt (including the current portion and excluding debt issuance cost discounts) had a carrying value of $1,330 million and $1,284 million, respectively, compared to a fair value of $1,186 million and $1,102 million, respectively. The fair values of long-term debt are based on quoted market prices or, if market prices are not available, the present values of the underlying cash flows discounted at Ashland’s incremental borrowing rates. The carrying value of long-term debt with variable interest approximated fair value.
NOTE F – INVENTORIES
Inventories are carried at the lower of cost or net realizable value. Inventories are stated at cost using the weighted-average cost method. This method values inventories using average costs for raw materials and most recent production costs for labor and overhead.
The following table summarizes Ashland’s inventories as of the reported Condensed Consolidated Balance Sheet dates.
|
|
December 31 |
|
|
September 30 |
|
||
(In millions) |
|
2022 |
|
|
2022 |
|
||
Finished products |
|
$ |
462 |
|
|
$ |
391 |
|
Raw materials, supplies and work in process |
|
|
262 |
|
|
|
238 |
|
|
|
$ |
724 |
|
|
$ |
629 |
|
10
NOTE G – GOODWILL AND OTHER INTANGIBLES
Goodwill
Ashland tests goodwill and other indefinite-lived intangible assets for impairment annually as of July 1 and when events and circumstances indicate an impairment may have occurred.
No indicators of impairment were identified in the three months ended December 31, 2022.
The following is a progression of goodwill by reportable segment for the three months ended December 31, 2022.
|
Life |
|
|
Personal |
|
|
Specialty |
|
|
|
|
|
|
|
|||||
(In millions) |
Sciences |
|
|
Care (a) |
|
|
Additives (a) |
|
|
Intermediates (a) |
|
|
Total |
|
|||||
Balance at September 30, 2022 |
$ |
787 |
|
|
$ |
118 |
|
|
$ |
407 |
|
|
$ |
— |
|
|
$ |
1,312 |
|
Currency translation |
|
35 |
|
|
|
5 |
|
|
|
17 |
|
|
|
— |
|
|
|
57 |
|
Balance at December 31, 2022 |
$ |
822 |
|
|
$ |
123 |
|
|
$ |
424 |
|
|
$ |
— |
|
|
$ |
1,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible assets
Intangible assets principally consist of trademarks and trade names, intellectual property and customer and supplier relationships. Intangible assets classified as finite are amortized on a straight-line basis over their estimated useful lives. The cost of trademarks and trade names is amortized principally over 3 to 20 years, intellectual property over 3 to 20 years, and customer and supplier relationships over 10 to 24 years.
Ashland annually reviews, as of July 1, indefinite-lived intangible assets for possible impairment or whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.
No indicators of impairment were identified in the three months ended December 31, 2022.
Other intangible assets were comprised of the following as of December 31, 2022 and September 30, 2022.
|
December 31, 2022 |
|
|||||||||
|
Gross |
|
|
|
|
|
Net |
|
|||
|
carrying |
|
|
Accumulated |
|
|
carrying |
|
|||
(In millions) |
amount |
|
|
amortization |
|
|
amount |
|
|||
Definite-lived intangibles |
|
|
|
|
|
|
|
|
|||
Trademarks and trade names |
$ |
98 |
|
|
$ |
(39 |
) |
|
$ |
59 |
|
Intellectual property |
|
734 |
|
|
|
(546 |
) |
|
|
188 |
|
Customer and supplier relationships |
|
824 |
|
|
|
(390 |
) |
|
|
434 |
|
Total definite-lived intangibles |
|
1,656 |
|
|
|
(975 |
) |
|
|
681 |
|
|
|
|
|
|
|
|
|
|
|||
Indefinite-lived intangibles |
|
|
|
|
|
|
|
|
|||
Trademarks and trade names |
|
278 |
|
|
|
— |
|
|
|
278 |
|
Total intangible assets |
$ |
1,934 |
|
|
$ |
(975 |
) |
|
$ |
959 |
|
11
|
September 30, 2022 |
|
|||||||||
|
Gross |
|
|
|
|
|
Net |
|
|||
|
carrying |
|
|
Accumulated |
|
|
carrying |
|
|||
(In millions) |
amount |
|
|
amortization |
|
|
amount |
|
|||
Definite-lived intangibles |
|
|
|
|
|
|
|
|
|||
Trademarks and trade names |
$ |
95 |
|
|
$ |
(37 |
) |
|
$ |
58 |
|
Intellectual property |
|
718 |
|
|
|
(523 |
) |
|
|
195 |
|
Customer and supplier relationships |
|
801 |
|
|
|
(369 |
) |
|
|
432 |
|
Total definite-lived intangibles |
|
1,614 |
|
|
|
(929 |
) |
|
|
685 |
|
|
|
|
|
|
|
|
|
|
|||
Indefinite-lived intangibles |
|
|
|
|
|
|
|
|
|||
Trademarks and trade names |
|
278 |
|
|
|
— |
|
|
|
278 |
|
Total intangible assets |
$ |
1,892 |
|
|
$ |
(929 |
) |
|
$ |
963 |
|
Amortization expense recognized on intangible assets was $23 million and $24 million for the three months ended December 31, 2022 and 2021, respectively, and is included in the intangibles amortization expense caption of the Statements of Consolidated Comprehensive Income (Loss). Estimated amortization expense for future periods is $92 million in 2023 (includes three months actual and nine months estimated), $78 million in 2024, $73 million in 2025, $70 million in 2026 and $50 million in 2027. Actual amounts may change from such estimated amounts due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions and divestitures, potential impairment, accelerated amortization, or other events.
NOTE H – DEBT AND OTHER FINANCING ACTIVITIES
The following table summarizes Ashland’s current and long-term debt as of the dates reported in the Condensed Consolidated Balance Sheets.
(In millions) |
|
December 31, 2022 |
|
|
September 30, 2022 |
|
||
3.375% Senior Notes, due 2031 |
|
$ |
450 |
|
|
$ |
450 |
|
2.00% Senior Notes, due 2028 (Euro 500 million principal) |
|
|
534 |
|
|
|
489 |
|
6.875% notes, due 2043 |
|
|
282 |
|
|
|
282 |
|
6.50% junior subordinated notes, due 2029 |
|
|
61 |
|
|
|
60 |
|
Other (a) |
|
|
(11 |
) |
|
|
(11 |
) |
Total debt |
|
|
1,316 |
|
|
|
1,270 |
|
Short-term debt (includes current portion of long-term debt) |
|
|
— |
|
|
|
— |
|
Long-term debt (less current portion) |
|
$ |
1,316 |
|
|
$ |
1,270 |
|
|
|
|
|
|
|
|
The scheduled aggregate maturities of long-term debt by year (including the current portion and excluding debt issuance costs) are as follows as of December 31, 2022: zero in the next 4 years and $4 million in 2027.
Accounts Receivable Facilities and Off-Balance Sheet Arrangements
U.S. Accounts Receivable Sales Program
Ashland continues to maintain its U.S. Accounts Receivable Sales Program entered into during fiscal 2021. Ashland accounts for the receivables transferred to buyers as sales. Ashland recognizes any gains or losses based on the excess of proceeds received net of buyer’s discounts and fees compared to the carrying value of the assets. Proceeds received, net of buyer’s discounts and fees, are recorded within the operating activities of the Statements of Condensed Consolidated Cash Flows. Losses on sale of assets, including related transaction expenses are recorded within the net interest and other expense (income) caption of the Statements of Consolidated Comprehensive Income (Loss). Ashland regularly assesses its servicing obligations and records them as assets or liabilities when appropriate. Ashland also monitors its obligation with regards to the limited guarantee and records the resulting guarantee liability when warranted. When applicable, Ashland discloses the amount of the receivable that serves as over-collateralization as a restricted asset.
12
Ashland recognized a loss of less than $1 million within the Statements of Consolidated Comprehensive Income (Loss) for the three months ended December 31, 2022 and 2021, respectively, within the net interest and other expense (income) caption associated with sales under the program. Ashland has recorded $90 million of sales at December 31, 2022 against the buyer’s limit, which was $100 million at December 31, 2022 compared to $110 million of sales at September 30, 2022 against the buyer's limit, which was $125 million at September 30, 2022. Ashland transferred $115 million and $136 million in receivables to the special purpose entity (SPE) as of December 31, 2022 and September 30, 2022, respectively. Ashland recorded liabilities related to its service obligations and limited guarantee as of December 31, 2022 and September 30, 2022 of less than $1 million. As of December 31, 2022, the year-to-date gross cash proceeds received for receivables transferred and derecognized was $49 million, of which $68 million was collected, which includes collections from the sales in prior year transferred to the buyer. The difference of $19 million represents the impact of a net reduction in accounts receivable sales volume during the current year.
Foreign Accounts Receivable Securitization Facility
Ashland continues to maintain its Foreign 2018 Accounts Receivable Securitization Facility. Ashland accounts for the Foreign 2018 Accounts Receivable Securitization Facility as secured borrowings, and the receivables sold pursuant to the facility are included in the Consolidated Balance Sheets as accounts receivable. At December 31, 2022 and September 30, 2022, the outstanding amounts of accounts receivable transferred by Ashland were $158 million and $162 million, respectively, and there were zero borrowings (denominated in multiple currencies) under the facility in both periods.
Available borrowing capacity and liquidity
The borrowing capacity remaining under the 2022 Credit Agreement which included the $600 million Revolving Credit Facility was $581 million due to an outstanding balance of zero, as well as a reduction of $19 million for letters of credit outstanding as of December 31, 2022. Ashland's total borrowing capacity at December 31, 2022 was $687 million, which included $106 million of available capacity from the foreign 2018 Accounts Receivable Securitization Facility.
Additionally, Ashland had zero available liquidity under its current U.S. Accounts Receivable Sales Program as of December 31, 2022.
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 December 31, 2022, Ashland is in compliance with all debt agreement covenant restrictions.
The maximum consolidated net leverage ratio permitted under Ashland's current credit agreement (the 2022 Credit Agreement) is 4.0. At December 31, 2022, Ashland’s calculation of the consolidated net leverage ratio was 1.3.
The minimum required consolidated interest coverage ratio under the 2022 Credit Agreement during its entire duration is 3.0. At December 31, 2022, Ashland’s calculation of the interest coverage ratio was 10.8.
13
NOTE I – LEASING ARRANGEMENTS
The components of lease cost recognized within the Statements of Consolidated Comprehensive Income (Loss) were as follows:
|
|
|
|
Three months ended |
|
|||||
|
|
|
|
December 31 |
|
|||||
(In millions) |
|
Location |
|
2022 |
|
|
2021 |
|
||
Lease cost: |
|
|
|
|
|
|
|
|
||
Operating lease cost |
|
Selling, General & Administrative |
|
$ |
3 |
|
|
$ |
3 |
|
Operating lease cost |
|
Cost of Sales |
|
|
3 |
|
|
|
4 |
|
Variable lease cost |
|
Selling, General & Administrative |
|
|
1 |
|
|
|
1 |
|
Variable lease cost |
|
Cost of Sales |
|
|
2 |
|
|
|
1 |
|
Short-term leases |
|
Cost of Sales |
|
|
1 |
|
|
|
1 |
|
Total lease cost |
|
|
|
$ |
10 |
|
|
$ |
10 |
|
Right-of-use assets exchanged for new operating lease obligations was $2 million and $1 million for the three months ended December 31, 2022 and 2021, respectively.
The following table provides cash paid for amounts included in the measurement of operating lease liabilities:
|
|
|
|
Three months ended |
|
|||||
|
|
|
|
December 31 |
|
|||||
(In millions) |
|
|
|
2022 |
|
|
2021 |
|
||
Operating cash flows from operating leases |
|
$ |
7 |
|
|
$ |
7 |
|
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 overall effective tax rate was 16% for the three months ended December 31, 2022.
The current quarter tax rate was impacted by jurisdictional income mix, as well as net $1 million from favorable tax discrete items.
Prior fiscal year
The overall effective tax rate was 13% for the three months ended December 31, 2021. The quarter tax rate was impacted by jurisdictional income mix, as well as $3 million from favorable tax discrete items.
Unrecognized tax benefits
Changes in unrecognized tax benefits are summarized as follows for the three months ended December 31, 2022.
(In millions) |
|
|
|
Balance at October 1, 2022 |
$ |
84 |
|
Increases related to positions taken in the current year |
|
1 |
|
Balance at December 31, 2022 |
$ |
85 |
|
|
|
|
From a combination of statute expirations and audit settlements in the next twelve months, Ashland expects a decrease in the amount accrued for uncertain tax positions of between $25 million and $35 million. It is reasonably possible that there could be other material changes to the amount of uncertain tax positions due to activities of the taxing authorities, settlement of audit issues or the reassessment of existing uncertain tax positions; however, Ashland is not able to estimate the impact of these items at this time.
14
NOTE K - EMPLOYEE BENEFIT PLANS
Plan contributions
For the three months ended December 31, 2022, Ashland contributed $1 million to its non-U.S. pension plans and zero to its U.S. pension plans. Ashland does not expect to contribute to its U.S. pension plans and expects to make additional contributions of approximately $3 million to its non-U.S. pension plans during the remainder of fiscal 2023.
Components of net periodic benefit loss (income)
The following table details the components of pension and other postretirement benefit costs for continuing operations.
|
|
Pension benefits |
|
|
Other postretirement |
|
||||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Three months ended December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost |
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
— |
|
Interest cost |
|
|
3 |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
Expected return on plan assets |
|
|
(2 |
) |
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
Total net periodic benefit loss |
|
$ |
2 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
— |
|
For segment reporting purposes, service cost is proportionately allocated to each segment, excluding the Unallocated and other segment, and is recorded within the selling, general and administrative expense and cost of sales captions on the Statements of Consolidated Comprehensive Income (Loss). All other components are recorded within the other net periodic benefit loss caption on the Statements of Consolidated Comprehensive Income (Loss), which netted to $1 million and zero for the three months ended December 31, 2022 and 2021, respectively.
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 Stoker Corporation (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-related liabilities and receivables are recorded on an after-tax basis within the discontinued operations caption in the Statements of Consolidated Comprehensive Income (Loss).
15
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. A summary of Ashland asbestos claims activity, excluding Hercules claims, follows.
|
|
Three months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||
Open claims - beginning of year |
|
|
44 |
|
|
|
46 |
|
|
|
46 |
|
|
|
49 |
|
|
|
53 |
|
New claims filed |
|
|
1 |
|
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
Claims settled |
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(1 |
) |
Claims dismissed |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(3 |
) |
|
|
(4 |
) |
|
|
(5 |
) |
Open claims - end of period |
|
|
44 |
|
|
|
45 |
|
|
|
44 |
|
|
|
46 |
|
|
|
49 |
|
Ashland asbestos-related liability
From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus.
During the most recent update completed during 2022, it was determined that the liability for Ashland asbestos-related claims should be increased by $16 million. Total reserves for asbestos claims were $292 million at December 31, 2022 compared to $305 million at September 30, 2022.
A progression of activity in the asbestos reserve is presented in the following table.
|
|
Three months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||
Asbestos reserve - beginning of year |
|
$ |
305 |
|
|
$ |
320 |
|
|
$ |
320 |
|
|
$ |
335 |
|
|
$ |
352 |
|
Reserve adjustment |
|
|
— |
|
|
|
— |
|
|
|
16 |
|
|
|
12 |
|
|
|
13 |
|
Amounts paid |
|
|
(13 |
) |
|
|
(13 |
) |
|
|
(31 |
) |
|
|
(27 |
) |
|
|
(30 |
) |
Asbestos reserve - end of period (a) |
|
$ |
292 |
|
|
$ |
307 |
|
|
$ |
305 |
|
|
$ |
320 |
|
|
$ |
335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ashland asbestos-related receivables
Ashland has insurance coverage for certain litigation defense and claim settlement costs incurred in connection with its asbestos claims, and coverage-in-place agreements exist with the insurance companies that provide substantially all of the coverage that will be accessed.
For the Ashland asbestos-related obligations, Ashland has estimated the value of probable insurance recoveries associated with its asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage, including an assumption that all solvent insurance carriers remain solvent. Substantially all of the estimated receivables from insurance companies are expected to be due from domestic insurers, all of which are solvent.
At December 31, 2022, Ashland’s receivable for recoveries of litigation defense and claim settlement costs from insurers amounted to $99 million (excluding the Hercules receivable for asbestos claims discussed below) compared to $101 million at September 30, 2022. During fiscal year 2022, the annual update of the model used for purposes of valuing the asbestos reserve and its impact on valuation of future recoveries from insurers was completed. This model update resulted in a $7 million increase in the receivable for probable insurance recoveries.
16
A progression of activity in the Ashland insurance receivable is presented in the following table.
|
|
Three months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||
Insurance receivable - beginning of year |
|
$ |
101 |
|
|
$ |
100 |
|
|
$ |
100 |
|
|
$ |
103 |
|
|
$ |
123 |
|
Receivable adjustment (a) |
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
6 |
|
|
|
1 |
|
Insurance settlement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10 |
) |
Amounts collected |
|
|
(2 |
) |
|
|
(1 |
) |
|
|
(6 |
) |
|
|
(9 |
) |
|
|
(11 |
) |
Insurance receivable - end of period (b) |
|
$ |
99 |
|
|
$ |
99 |
|
|
$ |
101 |
|
|
$ |
100 |
|
|
$ |
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. A summary of Hercules’ asbestos claims activity follows.
|
|
Three months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||
Open claims - beginning of year |
|
|
11 |
|
|
|
12 |
|
|
|
12 |
|
|
|
12 |
|
|
|
13 |
|
New claims filed |
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
Claims dismissed |
|
|
— |
|
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
Open claims - end of period |
|
|
11 |
|
|
|
12 |
|
|
|
11 |
|
|
|
12 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hercules asbestos-related liability
From the range of estimates, Ashland records the amount it believes to be the best estimate of future payments for litigation defense and claim settlement costs. Ashland reviews this estimate, and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 40-year model developed with the assistance of Gnarus. As a result of the most recent annual update of this estimate, completed during fiscal year 2022, it was determined that the liability for Hercules asbestos-related claims should be increased by $15 million. Total reserves for asbestos claims were $209 million at December 31, 2022 compared to $213 million at September 30, 2022.
A progression of activity in the asbestos reserve is presented in the following table.
|
|
Three months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||
Asbestos reserve - beginning of year |
|
$ |
213 |
|
|
$ |
217 |
|
|
$ |
217 |
|
|
$ |
229 |
|
|
$ |
252 |
|
Reserve adjustments |
|
|
— |
|
|
|
— |
|
|
|
15 |
|
|
|
8 |
|
|
|
(3 |
) |
Amounts paid |
|
|
(4 |
) |
|
|
(6 |
) |
|
|
(19 |
) |
|
|
(20 |
) |
|
|
(20 |
) |
Asbestos reserve - end of period (a) |
|
$ |
209 |
|
|
$ |
211 |
|
|
$ |
213 |
|
|
$ |
217 |
|
|
$ |
229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
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 December 31, 2022, Ashland’s receivable for recoveries of litigation defense and claims costs from insurers with respect to Hercules amounted to $51 million compared to $52 million at September 30, 2022. During fiscal year 2022, the annual update of the model used for purposes of valuing the asbestos reserve and its impact on valuation of future recoveries from insurers was completed. This model update resulted in an increase of $7 million in the receivable for probable insurance recoveries.
A progression of activity in the Hercules insurance receivable is presented in the following table.
|
|
Three months ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31 |
|
|
Years ended September 30 |
|
||||||||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||
Insurance receivable - beginning of year |
|
$ |
52 |
|
|
$ |
47 |
|
|
$ |
47 |
|
|
$ |
47 |
|
|
$ |
49 |
|
Receivable adjustment (a) |
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
1 |
|
|
|
(2 |
) |
Amounts collected |
|
|
(1 |
) |
|
|
— |
|
|
|
(2 |
) |
|
|
(1 |
) |
|
|
— |
|
Insurance receivable - end of period (b) |
|
$ |
51 |
|
|
$ |
47 |
|
|
$ |
52 |
|
|
$ |
47 |
|
|
$ |
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asbestos litigation cost projection
Projecting future asbestos costs is subject to numerous variables that are difficult to predict. In addition to the uncertainties surrounding the number of claims that might be received, other variables include the type and severity of the disease alleged by each claimant and the related costs incurred in resolving those claims, mortality rates, dismissal rates, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, Ashland believes that the asbestos reserves for Ashland and Hercules represent the best estimate within a range of possible outcomes. As a part of the process to develop these estimates of future asbestos costs, a range of long-term cost models was developed. These models are based on national studies that predict the number of people likely to develop asbestos-related diseases and are heavily influenced by assumptions regarding long-term inflation rates for indemnity payments and legal defense costs, as well as other variables mentioned previously. Ashland has currently estimated in various models ranging from approximately 40 year periods that it is reasonably possible that total future litigation defense and claim settlement costs on an inflated and undiscounted basis could range as high as approximately $456 million for the Ashland asbestos-related litigation (current reserve of $292 million) and approximately $317 million for the Hercules asbestos-related litigation (current reserve of $209 million), depending on the combination of assumptions selected in the various models. If actual experience is worse than projected, relative to the number of claims filed, the severity of alleged disease associated with those claims or costs incurred to resolve those claims, or actuarial refinement or improvements to the assumptions used within these models are initiated, Ashland may need to further increase the estimates of the costs associated with asbestos claims and these increases could be material over time.
Environmental remediation and asset retirement obligations
Ashland is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively environmental remediation) at multiple locations. At December 31, 2022, such locations included 59 sites where Ashland has been identified as a potentially responsible party under Superfund or similar state laws, 109 current and former operating facilities and about 1225 service station properties, of which 17 are being actively remediated.
18
Ashland’s reserves for and related environmental litigation amounted to $206 million at December 31, 2022 compared to $211 million at September 30, 2022, of which $157 million at December 31, 2022 and September 30, 2022 was classified in other noncurrent liabilities on the Condensed Consolidated Balance Sheets. The remaining reserves were classified in accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets.
The following table provides a reconciliation of the changes in the environmental remediation reserves during the three months ended December 31, 2022 and 2021.
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Reserve - beginning of period |
|
$ |
211 |
|
|
$ |
207 |
|
Disbursements |
|
|
(13 |
) |
|
|
(13 |
) |
Revised obligation estimates and accretion |
|
|
8 |
|
|
|
3 |
|
Reserve - end of period |
|
$ |
206 |
|
|
$ |
197 |
|
|
|
|
|
|
|
|
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 continues to discount certain environmental sites and 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 December 31, 2022 and September 30, 2022, Ashland’s recorded receivable for these probable insurance recoveries was $20 million and $21 million, of which $17 million at December 31, 2022 and September 30, 2022 was classified in other noncurrent assets on the Condensed Consolidated Balance Sheets.
Components of environmental remediation expense included within the selling, general and administrative expense caption of the Statements of Consolidated Comprehensive Income (Loss) are presented in the following table for the three ended December 31, 2022 and 2021.
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Environmental expense |
|
$ |
8 |
|
|
$ |
3 |
|
Legal expense |
|
|
1 |
|
|
|
1 |
|
Total expense |
|
|
9 |
|
|
|
4 |
|
|
|
|
|
|
|
|
||
Insurance receivable |
|
|
— |
|
|
|
— |
|
Total expense, net of receivable activity (a) |
|
$ |
9 |
|
|
$ |
4 |
|
|
|
|
|
|
|
|
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 $460 million. The largest reserve for any site is 13% of the remediation reserve.
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
19
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 December 31, 2022. 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 December 31, 2022.
NOTE M – EARNINGS PER SHARE
The following is the computation of basic and diluted earnings per share (EPS) from continuing operations attributable to Ashland. Stock appreciation rights (SARs), stock options and warrants available to purchase shares outstanding for each reporting period whose grant price was greater than the average market price of Ashland Common Stock for each applicable period were not included in the computation of income from continuing operations per diluted share because the effect of these instruments would be antidilutive. The total number of these shares outstanding was approximately 1 million at December 31, 2022 and 2021, respectively. The majority of these shares are for warrants with a strike price of $128.66. Earnings per share is reported under the treasury stock method.
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions, except per share data) |
|
2022 |
|
|
2021 |
|
||
Numerator |
|
|
|
|
|
|
||
Numerator for basic and diluted EPS - |
|
$ |
42 |
|
|
$ |
32 |
|
Denominator |
|
|
|
|
|
|
||
Denominator for basic EPS - Weighted- |
|
|
54 |
|
|
|
57 |
|
Share based awards convertible to common shares |
|
|
1 |
|
|
|
1 |
|
Denominator for diluted EPS - Adjusted weighted- |
|
|
55 |
|
|
|
58 |
|
EPS from continuing operations |
|
|
|
|
|
|
||
Basic |
|
$ |
0.77 |
|
|
$ |
0.56 |
|
Diluted |
|
|
0.76 |
|
|
|
0.55 |
|
|
|
|
|
|
|
|
NOTE N – EQUITY ITEMS
Stockholder dividends
Dividends of cents and cents per share were paid in the first quarters of fiscal 2023 and 2022, respectively.
Accumulated other comprehensive income (loss)
Components of other comprehensive income (loss) recorded in the Statements of Consolidated Comprehensive Income (Loss) are presented below, before tax and net of tax effects.
|
|
2022 |
|
|
2021 |
|
||||||||||||||||||
(In millions) |
|
Before |
|
|
Tax |
|
|
Net of |
|
|
Before |
|
|
Tax |
|
|
Net of |
|
||||||
Three months ended December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized translation gain (loss) |
|
$ |
83 |
|
|
$ |
(1 |
) |
|
$ |
82 |
|
|
$ |
(18 |
) |
|
$ |
1 |
|
|
$ |
(17 |
) |
Unrealized loss on commodity hedges |
|
|
(5 |
) |
|
|
1 |
|
|
|
(4 |
) |
|
|
(4 |
) |
|
|
1 |
|
|
|
(3 |
) |
Total other comprehensive income (loss) |
|
$ |
78 |
|
|
$ |
— |
|
|
$ |
78 |
|
|
$ |
(22 |
) |
|
$ |
2 |
|
|
$ |
(20 |
) |
20
Summary of stockholders’ equity
A reconciliation of changes in stockholders’ equity are as follows:
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Common stock and paid in capital |
|
|
|
|
|
|
||
Balance, beginning of period |
|
$ |
136 |
|
|
$ |
328 |
|
Common shares issued under stock incentive and other plans (a) |
|
|
(2 |
) |
|
|
— |
|
Balance, end of period |
|
|
134 |
|
|
|
328 |
|
Retained earnings |
|
|
|
|
|
|
||
Balance, beginning of period |
|
|
3,653 |
|
|
|
2,796 |
|
Net income |
|
|
40 |
|
|
|
48 |
|
Regular dividends |
|
|
(18 |
) |
|
|
(17 |
) |
Balance, end of period |
|
|
3,675 |
|
|
|
2,827 |
|
Accumulated other comprehensive income (loss) |
|
|
|
|
|
|
||
Balance, beginning of period |
|
|
(569 |
) |
|
|
(372 |
) |
Unrealized translation gain (loss) |
|
|
82 |
|
|
|
(17 |
) |
Unrealized loss on commodity hedges |
|
|
(4 |
) |
|
|
(3 |
) |
Balance, end of period |
|
|
(491 |
) |
|
|
(392 |
) |
Total stockholders' equity |
|
$ |
3,318 |
|
|
$ |
2,763 |
|
Cash dividends declared per common share |
|
$ |
0.335 |
|
|
$ |
0.300 |
|
|
|
|
|
|
|
|
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 |
|
|||||
|
December 31 |
|
|||||
(In millions) |
2022 (a) |
|
|
2021 (b) |
|
||
Nonvested stock awards |
|
3 |
|
|
|
4 |
|
Performance share awards |
|
5 |
|
|
|
2 |
|
|
$ |
8 |
|
|
$ |
6 |
|
|
|
|
|
|
|
21
NOTE P – REVENUE
Disaggregation of revenue
Ashland disaggregates its revenue by 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 |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Life Sciences |
|
|||||||
North America |
|
$ |
47 |
|
|
$ |
53 |
|
Europe |
|
|
74 |
|
|
|
55 |
|
Asia Pacific |
|
|
60 |
|
|
|
46 |
|
Latin America & other |
|
|
26 |
|
|
|
16 |
|
|
|
$ |
207 |
|
|
$ |
170 |
|
|
|
|
|
|
|
|
||
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Personal Care |
|
|||||||
North America |
|
$ |
42 |
|
|
$ |
41 |
|
Europe |
|
|
51 |
|
|
|
57 |
|
Asia Pacific |
|
|
28 |
|
|
|
32 |
|
Latin America & other |
|
|
17 |
|
|
|
17 |
|
|
|
$ |
138 |
|
|
$ |
147 |
|
|
|
|
|
|
|
|
||
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Specialty Additives |
|
|||||||
North America |
|
$ |
53 |
|
|
$ |
52 |
|
Europe |
|
|
48 |
|
|
|
55 |
|
Asia Pacific |
|
|
35 |
|
|
|
41 |
|
Latin America & other |
|
|
7 |
|
|
|
8 |
|
|
|
$ |
143 |
|
|
$ |
156 |
|
|
|
|
|
|
|
|
||
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Intermediates |
|
|||||||
North America |
|
$ |
34 |
|
|
$ |
32 |
|
Europe |
|
|
9 |
|
|
|
10 |
|
Asia Pacific |
|
|
8 |
|
|
|
9 |
|
Latin America & other |
|
|
3 |
|
|
|
2 |
|
|
|
$ |
54 |
|
|
$ |
53 |
|
Trade receivables
Trade receivables are defined as receivables arising from contracts with customers and are recorded within the accounts receivable caption within the Condensed Consolidated Balance Sheets. Ashland’s trade receivables were $322 million and $369 million as of December 31, 2022 and September 30, 2022, respectively. See Note H for additional information on Ashland’s program to sell certain receivables on a revolving basis to third party banks up to an aggregate purchase limit (U.S Accounts Receivable Sales Program).
22
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 the chief operating decision maker, which includes determining resource allocation methodologies used for reportable segments. Operating income and EBITDA are the primary measures of performance that are reviewed by the chief operating decision maker in assessing each reportable segment's financial performance. Ashland does not aggregate operating segments to arrive at these reportable segments.
Reportable segment business descriptions
Life Sciences is comprised of pharmaceuticals, nutrition, nutraceuticals, agricultural chemicals, diagnostic films (formerly known as advanced materials) and fine chemicals. Pharmaceutical solutions include controlled release polymers, disintegrants, film coatings, solubilizers, and tablet binders. Nutrition solutions include thickeners, stabilizers, emulsifiers and additives for enhancing mouthfeel, controlling moisture migration, reducing oil uptake and controlling color. Nutraceutical solutions include products for weight management, joint comfort, stomach and intestinal health, sports nutrition and general wellness, and provide custom formulation, toll processing and particle engineering solutions. Customers include pharmaceutical, food, beverage, nutraceuticals and supplements manufacturers, hospitals and radiologists and industrial 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. Household supplies nature-derived rheology ingredients, biodegradable surface wetting agents, performance encapsulates, and specialty polymers for household, industrial and institutional cleaning products. Customers include formulators at large multinational branded consumer products companies and smaller, independent boutique companies.
Specialty Additives is comprised of rheology and performance-enhancing additives serving the architectural coatings, construction, energy, automotive and various industrial markets. Solutions include coatings additives for architectural paints, finishes and lacquers, cement and gypsum based dry mortars, ready-mixed joint compounds, synthetic plasters for commercial and residential construction, and specialty materials for industrial applications. Products include rheology modifiers (cellulosic and associative thickeners), foam control agents, surfactants and wetting agents, pH neutralizers, advanced ceramics used in catalytic converters, and environmental filters, ingredients that aid the manufacturing process of ceramic capacitors, plasma display panels and solar cells, ingredients for textile printing, thermoplastic metals and alloys for welding. Products help improve desired functional outcomes through rheology modification and control, water retention, workability, adhesive strength, binding power, film formation, deposition and suspension and emulsification. Customers include global paint manufacturers, electronics and automotive manufacturers, textile mills, the construction industry, and welders.
Intermediates is comprised of the production of 1,4 butanediol (BDO) and related derivatives, including n-methylpyrrolidone. These products are used as chemical intermediates in the production of engineering polymers and polyurethanes, and as specialty process solvents in a wide array of applications including electronics, pharmaceuticals, water filtration membranes and more. Butanediol 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 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
23
costs are recorded within the other net periodic benefit loss caption on the Statements of Consolidated Comprehensive Income (Loss). Ashland refines its expense allocation methodologies to the reportable segments from time to time as internal accounting practices are improved, more refined information becomes available and the industry or market changes. Significant revisions to Ashland’s methodologies are adjusted for all segments on a retrospective basis.
24
The following table presents various financial information for each reportable segment for the three months ended December 31, 2022 and 2021.
|
Three months ended |
|
|||||
|
December 31 |
|
|||||
(In millions - unaudited) |
2022 |
|
|
2021 |
|
||
SALES |
|
|
|
|
|
||
Life Sciences |
$ |
207 |
|
|
$ |
170 |
|
Personal Care |
|
138 |
|
|
|
147 |
|
Specialty Additives |
|
143 |
|
|
|
156 |
|
Intermediates |
|
54 |
|
|
|
53 |
|
Intersegment sales (a) |
|
(17 |
) |
|
|
(14 |
) |
|
$ |
525 |
|
|
$ |
512 |
|
OPERATING INCOME (LOSS) |
|
|
|
|
|
||
Life Sciences |
$ |
34 |
|
|
$ |
21 |
|
Personal Care |
|
11 |
|
|
|
15 |
|
Specialty Additives |
|
1 |
|
|
|
17 |
|
Intermediates |
|
20 |
|
|
|
16 |
|
Unallocated and other |
|
(29 |
) |
|
|
(27 |
) |
|
$ |
37 |
|
|
$ |
42 |
|
DEPRECIATION EXPENSE |
|
|
|
|
|
||
Life Sciences |
$ |
10 |
|
|
$ |
8 |
|
Personal Care |
|
9 |
|
|
|
9 |
|
Specialty Additives |
|
14 |
|
|
|
16 |
|
Intermediates |
|
3 |
|
|
|
3 |
|
|
$ |
36 |
|
|
$ |
36 |
|
AMORTIZATION EXPENSE |
|
|
|
|
|
||
Life Sciences |
$ |
7 |
|
|
$ |
7 |
|
Personal Care |
|
12 |
|
|
|
12 |
|
Specialty Additives |
|
4 |
|
|
|
5 |
|
Intermediates |
|
— |
|
|
|
— |
|
|
$ |
23 |
|
|
$ |
24 |
|
EBITDA (b) |
|
|
|
|
|
||
Life Sciences |
$ |
51 |
|
|
$ |
36 |
|
Personal Care |
|
32 |
|
|
|
36 |
|
Specialty Additives |
|
19 |
|
|
|
38 |
|
Intermediates |
|
23 |
|
|
|
19 |
|
Unallocated and other |
|
(29 |
) |
|
|
(27 |
) |
|
$ |
96 |
|
|
$ |
102 |
|
|
December 31 |
|
|
September 30 |
|
||
(In millions - unaudited) |
2022 |
|
|
2022 |
|
||
TOTAL ASSETS |
|
|
|
|
|
||
Life Sciences |
$ |
1,944 |
|
|
$ |
1,905 |
|
Personal Care |
|
1,078 |
|
|
|
1,073 |
|
Specialty Additives |
|
1,621 |
|
|
|
1,567 |
|
Intermediates |
|
169 |
|
|
|
170 |
|
Unallocated and other |
|
1,447 |
|
|
|
1,498 |
|
|
$ |
6,259 |
|
|
$ |
6,213 |
|
|
|
|
|
|
|
25
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 and expected effects of the COVID-19 pandemic on Ashland’s business, 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 (including the COVID-19 pandemic), cyber events and legal proceedings and claims (including product recalls, environmental and asbestos matters); the effects of the COVID-19 pandemic and the ongoing Ukraine and Russia 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 its most recent Form 10-K filed with SEC. Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements. The extent and duration of the COVID-19 pandemic on our business and operations remains uncertain. Factors that influence the impact on our business and operations include the duration and extent of the pandemic, the extent of imposed or recommended containment and mitigation measures, and the general economic consequences of the pandemic. 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.
26
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 environment, social and governance (ESG). The Company serves customers in a wide range of consumer and industrial markets, including architectural coatings, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. With approximately 3,900 employees worldwide, Ashland serves customers in more than 100 countries.
Ashland’s sales generated outside of North America was 70% and 68% for the three months ended December 31, 2022 and 2021, respectively. Sales by region expressed as a percentage of total consolidated sales for the three months ended December 31 were as follows:
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
Sales by Geography |
|
2022 |
|
|
2021 |
|
||
North America (a) |
|
|
30 |
% |
|
|
32 |
% |
Europe |
|
|
35 |
% |
|
|
35 |
% |
Asia Pacific |
|
|
25 |
% |
|
|
25 |
% |
Latin America & other |
|
|
10 |
% |
|
|
8 |
% |
|
|
|
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 for the three months ended December 31 was as follows:
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
Sales by Reportable Segment |
|
2022 |
|
|
2021 |
|
||
Life Sciences |
|
|
40 |
% |
|
|
33 |
% |
Personal Care |
|
|
26 |
% |
|
|
29 |
% |
Specialty Additives |
|
|
27 |
% |
|
|
30 |
% |
Intermediates |
|
|
7 |
% |
|
|
8 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
KEY DEVELOPMENTS
Business results current quarter
Ashland recorded net income of $40 million (income of $42 million in continuing operations and a loss of $2 million in discontinued operations) and net income of $48 million (income of $32 million in continuing operations and $16 million in discontinued operations) in the current and prior year quarters, respectively. Ashland’s EBITDA of $93 million decreased by $25 million for the current quarter, while Ashland’s Adjusted EBITDA of $108 million
27
increased by $2 million for the current quarter, each compared to the prior year quarter (see U.S. GAAP reconciliation below under consolidated review). The increase was primarily driven by improved pricing and mix, substantially offset by increased plant, manufacturing and shipping costs, unfavorable foreign currency exchange, and lower sales volumes.
Life Sciences experienced strong global demand for pharmaceutical ingredients, while Specialty Additives and Personal Care experienced weaker demand driven primarily by the impact of COVID-19 on the China re-opening, the general economic slowdown in Europe and significant distributor destocking in China and Europe.
Additionally operating costs within Specialty Additives was impacted by planned plant maintenance shutdowns plus COVID-19 dynamics which resulted in an extended unplanned plant shutdown at the company's Nanjing, China, facility late in the quarter.
Uncertainty relating to the Ukraine and Russia conflict
Business disruptions, including those related to the ongoing conflict between Ukraine and Russia continue to impact businesses around the globe. While it is impossible to predict the effects of the conflict 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 the situation and maintains business continuity plans that are intended to continue operations or mitigate the effects of events that could disrupt its business.
Ashland does not have manufacturing operations in Russia, Ukraine, or Belarus. Ashland sells (or previously sold) additives and specialty ingredients to manufacturers in these countries for their use in pharmaceuticals, personal care, and coatings applications. Sales to Russia and Belarus were previously limited and our products were primarily used in products and applications that are essential to the population's wellbeing and currently support our customers' humanitarian efforts. We have sales controls in place to ensure that future potential sales into the region are only to support critical pharmaceutical or personal hygiene products which are essential for the general population and in accordance with any applicable sanctions. Sales to Ukraine, Russia, and Belarus represent less than 1% of total consolidated sales and less than 1% of total consolidated assets (related to accounts receivable).
Uncertainty relating to the COVID-19 pandemic
Ashland continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business and geographies, including how it will impact customers, employees, suppliers, vendors, business partners and distribution channels. Ashland is unable to predict the impact that the COVID-19 pandemic will have on its future financial position and operating results due to numerous uncertainties. These uncertainties include the severity of the virus, the duration of the outbreak, governmental, business or other actions, impacts on Ashland’s supply chain, the effect on customer demand, or changes to Ashland’s operations. The health of Ashland’s workforce and its ability to meet staffing needs throughout the critical functions cannot be predicted and is vital to operations. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer spending as well as other unanticipated consequences remain unknown. In addition, Ashland cannot predict the impact that the COVID-19 pandemic will have on its customers, vendors, suppliers and other business partners; however, any material effect on these parties could adversely impact Ashland.
Ashland continues to successfully navigate the uncertain environment associated with the COVID-19 pandemic. Through the first quarter of fiscal 2023, Ashland has not experienced any additional major operating surprises related to the COVID-19 pandemic, continues to maintain supply chains in a challenging environment, had strong safety performance in the face of unprecedented pressures and improved operating discipline across each of its businesses. Ashland's businesses continued to show resiliency in the face of difficult economic circumstances. While sales were up in the quarter period-over-period, the COVID-19 impact related to the China re-opening did negatively impact demand during the current quarter for both the Specialty Additives and Personal Care business segments. Additionally Specialty Additives was also impacted by extended unplanned plant shutdowns at its Nanjing, China, facility as a result of these same dynamics. Ashland’s overall liquidity remains strong and Ashland is more than able to meet its operating cash needs and other investing and financing cash requirements at this time, including those necessary to grow the business as economic conditions improve.
28
The situation surrounding the COVID-19 pandemic remains fluid, and Ashland is actively managing its response in collaboration with customers, government officials, team members and business partners. For further information regarding the impact of the COVID-19 pandemic on the Company, please see Item 1A, Risk Factors in Ashland’s most recent Form 10-K filed with the SEC.
RESULTS OF OPERATIONS – CONSOLIDATED REVIEW
Consolidated review
Net income
Ashland’s net income is primarily affected by results within operating income, net interest and other expense (income), income taxes, discontinued operations and other significant events or transactions that are unusual or nonrecurring.
Key financial results for the three months ended December 31, 2022 and 2021 included the following:
For further information on the items reported above, see the discussion in the comparative Statements of Consolidated Comprehensive Income (Loss) caption review analysis.
Operating income
Operating income/loss amounted to income of $37 million and $42 million for the three months ended December 31, 2022 and 2021, respectively. The current and prior year quarters’ operating income included certain key items that were excluded to arrive at Adjusted EBITDA and are quantified in the table below in the “EBITDA and Adjusted EBITDA” section. These operating key items for the applicable periods are summarized as follows:
29
Operating income for the three months ended December 31, 2022 and 2021 included depreciation and amortization of $59 million and $60 million, respectively.
Statements of Consolidated Comprehensive Income (Loss) – caption review
A comparative analysis of the Statements of Consolidated Comprehensive Income (Loss) by caption is provided as follows for the three months ended December 31, 2022 and 2021.
|
|
Three months ended December 31 |
|
|||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
Change |
|
|||
Sales |
|
$ |
525 |
|
|
$ |
512 |
|
|
$ |
13 |
|
The following table provides a reconciliation of the change in sales for the three ended December 31, 2022 and 2021.
|
|
Three months ended |
|
|
(In millions) |
|
December 31, 2022 |
|
|
Volume |
|
$ |
(25 |
) |
Pricing |
|
|
62 |
|
Foreign currency exchange |
|
|
(24 |
) |
Change in sales |
|
$ |
13 |
|
Sales for the current quarter increased $13 million compared to the prior year quarter. Favorable product pricing associated with cost inflation pricing actions increased sales by $62 million which was partially offset by lower sales volume and unfavorable foreign currency exchange of $25 million and $24 million, respectively.
|
|
Three months ended December 31 |
|
|||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
Change |
|
|||
Cost of sales |
|
$ |
360 |
|
|
$ |
351 |
|
|
$ |
9 |
|
Gross profit as a percent of sales |
|
|
31.4 |
% |
|
|
31.4 |
% |
|
|
|
The following table provides a reconciliation of the change in cost of sales between the three months ended December 31, 2022 and 2021.
|
|
Three months ended |
|
|
(In millions) |
|
December 31, 2022 |
|
|
Changes in: |
|
|
|
|
Volume |
|
$ |
(22 |
) |
Price/mix |
|
|
7 |
|
Foreign currency exchange |
|
|
(10 |
) |
Operating costs |
|
|
34 |
|
Change in cost of sales |
|
$ |
9 |
|
Cost of sales for the current quarter increased $9 million compared to the prior year quarter. Price/mix and higher operating costs, which includes cost inflation associated with plant manufacturing and shipping costs (as well as planned and unplanned plant shutdowns and maintenance), increased cost of sales by $7 million and $34 million, respectively. These increases were partially offset by lower volume and foreign currency exchange, which decreased cost of sales by $22 million and $10 million, respectively. Gross profit as a percentage of sales held steady at 31.4% driven by pricing and mix improvement actions across business segments.
|
|
Three months ended December 31 |
|
|||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
Change |
|
|||
Selling, general and administrative expense |
|
$ |
93 |
|
|
$ |
82 |
|
|
$ |
11 |
|
As a percent of sales |
|
|
17.7 |
% |
|
|
16.0 |
% |
|
|
|
30
Selling, general and administrative expense for the current quarter increased $11 million compared to the prior year quarter with expenses as a percent of sales increasing 1.7 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to the prior year quarter were:
|
|
Three months ended December 31 |
|
|||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
Change |
|
|||
Research and development expense |
|
$ |
13 |
|
|
$ |
13 |
|
|
$ |
— |
|
Research and development expense is consistent with the prior year quarter.
|
|
Three months ended December 31 |
|
|||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
Change |
|
|||
Intangibles amortization expense |
|
$ |
23 |
|
|
$ |
24 |
|
|
$ |
(1 |
) |
Intangibles amortization expense is primarily consistent with the prior year quarter.
|
|
Three months ended December 31 |
|
|||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
Change |
|
|||
Net interest and other expense (income) |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
$ |
14 |
|
|
$ |
16 |
|
|
$ |
(2 |
) |
Interest income |
|
|
(4 |
) |
|
|
— |
|
|
|
(4 |
) |
Income from restricted investments |
|
|
(25 |
) |
|
|
(12 |
) |
|
|
(13 |
) |
Other financing costs |
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
$ |
(14 |
) |
|
$ |
5 |
|
|
$ |
(19 |
) |
|
|
|
|
|
|
|
|
|
|
Net interest and other expense (income) decreased by $19 million during the current quarter compared to the prior year quarter. Interest expense decreased $2 million primarily due to lower debt levels during the current quarter compared to the prior year quarter. Restricted investments income of $25 million and $12 million included gains of $21 million compared to $4 million for the three months ended December 31, 2022 and 2021, respectively. See Note E for more information on the restricted investments.
|
|
Three months ended December 31 |
|
|||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
Change |
|
|||
Other net periodic benefit loss |
|
$ |
(1 |
) |
|
$ |
— |
|
|
$ |
(1 |
) |
Other net periodic benefit loss for the three months ended December 31, 2022 primarily included interest cost of $3 million which was partially offset by expected return on plan assets of $2 million.
|
|
Three months ended December 31 |
|
|||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
Change |
|
|||
Income tax expense |
|
$ |
8 |
|
|
$ |
5 |
|
|
$ |
3 |
|
Effective tax rate |
|
|
16 |
% |
|
|
13 |
% |
|
|
|
Ashland’s effective tax rate in any interim period is subject to adjustments related to discrete items and the mix of domestic and foreign operating results. The overall effective tax rate was 16% for the three months ended December 31, 2022 and was primarily impacted by jurisdictional income mix, as well as net favorable discrete items of $1 million.
The overall effective tax rate was 13% for the three months ended December 31, 2021 and was primarily impacted by jurisdictional income mix, as well as favorable discrete items of $3 million.
Adjusted income tax expense (benefit)
Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income and/or operating income which Ashland believes do not accurately reflect Ashland’s
31
underlying business performance and trends. Tax specific key items are defined as the financial effects from tax specific financial transactions, tax law changes or other matters that fall within the definition of key items as previously described. The effective tax rate, excluding key items, which is a non-GAAP measure, has been prepared to illustrate the ongoing tax effects of Ashland’s operations. Management believes investors and analysts use this financial measure in assessing Ashland's business performance and that presenting this non-GAAP measure on a consolidated basis assists investors in better understanding Ashland’s ongoing business performance and enhancing their ability to compare period-to-period financial results.
The effective tax rate during the three months ended December 31, 2022 and 2021 was not impacted by tax specific key items.
The following table is a calculation of the effective tax rate, excluding these key items.
|
|
Three months ended |
|
|||||
|
|
December 31 |
|
|||||
(In millions) |
|
2022 |
|
|
|
2021 |
|
|
Income from continuing operations before income taxes |
|
$ |
50 |
|
|
$ |
37 |
|
Key items (pre-tax) (a) |
|
|
(8 |
) |
|
|
— |
|
Adjusted income from continuing operations |
|
|
|
|
|
|
||
before income taxes |
|
$ |
42 |
|
|
$ |
37 |
|
|
|
|
|
|
|
|
||
Income tax expense (benefit) |
|
$ |
8 |
|
|
$ |
5 |
|
Income tax rate adjustments: |
|
|
|
|
|
|
||
Tax effect of key items |
|
|
(2 |
) |
|
|
— |
|
Total income tax rate adjustments |
|
|
(2 |
) |
|
|
— |
|
Adjusted income tax expense |
|
$ |
6 |
|
|
$ |
5 |
|
|
|
|
|
|
|
|
||
Effective tax rate, excluding key items (Non-GAAP) (c) |
|
|
15 |
% |
|
|
13 |
% |
|
|
|
|
|
|
|
|
|
Three months ended December 31 |
|
|||||||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
Change |
|
|||
Income (loss) from discontinued operation (net of taxes) |
|
|||||||||||
Performance Adhesives |
|
$ |
(1 |
) |
|
$ |
17 |
|
|
$ |
(18 |
) |
Distribution |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
— |
|
|
|
$ |
(2 |
) |
|
$ |
16 |
|
|
$ |
(18 |
) |
The activity for Distribution during the current and prior year quarters was related to post-closing adjustments for environmental expenses. The Performance Adhesives segment operations had sales and pre-tax operating income included in discontinued operations of $96 million and $22 million for the prior year quarter.
Other comprehensive income (loss)
A comparative analysis of the components of other comprehensive income is provided below for the three months ended December 31, 2022 and 2021.
|
Three months ended December 31 |
|
|||||||||
(In millions) |
2022 |
|
|
2021 |
|
|
Change |
|
|||
Other comprehensive income (loss) (net of taxes) |
|
|
|
|
|
|
|
|
|||
Unrealized translation gain (loss) |
$ |
82 |
|
|
$ |
(17 |
) |
|
$ |
99 |
|
Unrealized loss on commodity hedges |
|
(4 |
) |
|
|
(3 |
) |
|
|
(1 |
) |
|
$ |
78 |
|
|
$ |
(20 |
) |
|
$ |
98 |
|
32
Total other comprehensive income (loss), net of tax, for the current quarter increased $98 million compared to the prior year quarter primarily as a result of the following: