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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Large Accelerated Filer
þ
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Accelerated Filer
o
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Non-Accelerated Filer
o
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company.)
|
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Three months ended
|
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Nine months ended
|
||||||||||||
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June 30
|
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June 30
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||||||||||||
(In millions except per share data - unaudited)
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2014
|
|
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2013
|
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2014
|
|
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2013
|
|
||||
Sales
|
$
|
1,605
|
|
|
$
|
1,624
|
|
|
$
|
4,583
|
|
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$
|
4,621
|
|
Cost of sales
|
1,161
|
|
|
1,192
|
|
|
3,377
|
|
|
3,368
|
|
||||
Gross profit
|
444
|
|
|
432
|
|
|
1,206
|
|
|
1,253
|
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||||
|
|
|
|
|
|
|
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||||||||
Selling, general and administrative expense
|
286
|
|
|
257
|
|
|
891
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|
|
723
|
|
||||
Research and development expense
|
23
|
|
|
26
|
|
|
87
|
|
|
79
|
|
||||
Equity and other income (loss)
|
8
|
|
|
26
|
|
|
(6
|
)
|
|
55
|
|
||||
Operating income
|
143
|
|
|
175
|
|
|
222
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|
|
506
|
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||||
|
|
|
|
|
|
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||||||||
Net interest and other financing expense
|
41
|
|
|
51
|
|
|
124
|
|
|
239
|
|
||||
Net gain (loss) on divestitures
|
(3
|
)
|
|
(1
|
)
|
|
3
|
|
|
6
|
|
||||
Income from continuing operations before
|
|
|
|
|
|
|
|
||||||||
income taxes
|
99
|
|
|
123
|
|
|
101
|
|
|
273
|
|
||||
Income tax expense - Note I
|
28
|
|
|
34
|
|
|
3
|
|
|
55
|
|
||||
Income from continuing operations
|
71
|
|
|
89
|
|
|
98
|
|
|
218
|
|
||||
Income from discontinued operations (net of tax) - Note C
|
28
|
|
|
35
|
|
|
67
|
|
|
60
|
|
||||
Net income
|
$
|
99
|
|
|
$
|
124
|
|
|
$
|
165
|
|
|
$
|
278
|
|
|
|
|
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||||||||
PER SHARE DATA
|
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||||||||
Basic earnings per share - Note L
|
|
|
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|
|
|
|
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|
||||
Income from continuing operations
|
$
|
0.91
|
|
|
$
|
1.14
|
|
|
$
|
1.26
|
|
|
$
|
2.77
|
|
Income from discontinued operations
|
0.36
|
|
|
0.44
|
|
|
0.86
|
|
|
0.76
|
|
||||
Net income
|
$
|
1.27
|
|
|
$
|
1.58
|
|
|
$
|
2.12
|
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|
$
|
3.53
|
|
|
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||||||||
Diluted earnings per share - Note L
|
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|
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|
||||
Income from continuing operations
|
$
|
0.90
|
|
|
$
|
1.12
|
|
|
$
|
1.24
|
|
|
$
|
2.72
|
|
Income from discontinued operations
|
0.35
|
|
|
0.43
|
|
|
0.85
|
|
|
0.75
|
|
||||
Net income
|
$
|
1.25
|
|
|
$
|
1.55
|
|
|
$
|
2.09
|
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|
$
|
3.47
|
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||||||||
DIVIDENDS PAID PER COMMON SHARE
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
1.02
|
|
|
$
|
0.79
|
|
|
|
|
|
|
|
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|
||||||||
COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
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|
||||||||
Net income
|
$
|
99
|
|
|
$
|
124
|
|
|
$
|
165
|
|
|
$
|
278
|
|
Other comprehensive income (loss), net of tax - Note M
|
|
|
|
|
|
|
|
||||||||
Unrealized translation gain (loss)
|
11
|
|
|
(9
|
)
|
|
25
|
|
|
(30
|
)
|
||||
Pension and postretirement obligation adjustment
|
(3
|
)
|
|
(4
|
)
|
|
(12
|
)
|
|
(11
|
)
|
||||
Net change in interest rate hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||
Other comprehensive income (loss)
|
8
|
|
|
(13
|
)
|
|
13
|
|
|
(3
|
)
|
||||
Comprehensive income
|
$
|
107
|
|
|
$
|
111
|
|
|
$
|
178
|
|
|
$
|
275
|
|
|
|
|
|
|
|
|
|
|
|
June 30
|
|
|
September 30
|
|
||
(In millions - unaudited)
|
2014
|
|
|
2013
|
|
||
|
|
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|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
570
|
|
|
$
|
346
|
|
Accounts receivable
(a)
|
1,179
|
|
|
1,113
|
|
||
Inventories - Note F
|
781
|
|
|
758
|
|
||
Deferred income taxes
|
108
|
|
|
107
|
|
||
Other assets
|
75
|
|
|
62
|
|
||
Held for sale - Note B
|
490
|
|
|
487
|
|
||
Total current assets
|
3,203
|
|
|
2,873
|
|
||
Noncurrent assets
|
|
|
|
|
|
||
Property, plant and equipment
|
|
|
|
||||
Cost
|
4,256
|
|
|
4,181
|
|
||
Accumulated depreciation
|
1,818
|
|
|
1,674
|
|
||
Net property, plant and equipment
|
2,438
|
|
|
2,507
|
|
||
Goodwill - Note G
|
2,715
|
|
|
2,709
|
|
||
Intangibles - Note G
|
1,364
|
|
|
1,437
|
|
||
Asbestos insurance receivable - Note K
|
440
|
|
|
437
|
|
||
Equity and other unconsolidated investments
|
84
|
|
|
213
|
|
||
Other assets
|
526
|
|
|
552
|
|
||
Held for sale - Note B
|
1,356
|
|
|
1,360
|
|
||
Total noncurrent assets
|
8,923
|
|
|
9,215
|
|
||
Total assets
|
$
|
12,126
|
|
|
$
|
12,088
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Short-term debt - Note H
|
$
|
365
|
|
|
$
|
308
|
|
Current portion of long-term debt - Note H
|
9
|
|
|
12
|
|
||
Trade and other payables
|
639
|
|
|
714
|
|
||
Accrued expenses and other liabilities
|
554
|
|
|
499
|
|
||
Held for sale - Note B
|
184
|
|
|
194
|
|
||
Total current liabilities
|
1,751
|
|
|
1,727
|
|
||
Noncurrent liabilities
|
|
|
|
|
|
||
Long-term debt - Note H
|
2,941
|
|
|
2,947
|
|
||
Employee benefit obligations - Note J
|
1,219
|
|
|
1,110
|
|
||
Asbestos litigation reserve - Note K
|
711
|
|
|
735
|
|
||
Deferred income taxes
|
345
|
|
|
369
|
|
||
Other liabilities
|
550
|
|
|
548
|
|
||
Held for sale - Note B
|
80
|
|
|
99
|
|
||
Total noncurrent liabilities
|
5,846
|
|
|
5,808
|
|
||
|
|
|
|
||||
Stockholders’ equity
|
4,529
|
|
|
4,553
|
|
||
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
12,126
|
|
|
$
|
12,088
|
|
|
|
|
|
(a)
|
Accounts receivable includes an allowance for doubtful accounts of
$14 million
and
$12 million
at
June 30, 2014
and
September 30, 2013
, respectively.
|
|
|
|
|
|
|
|
|
|
(In millions - unaudited)
|
Common
stock
|
|
|
Paid-in
capital
|
|
|
Retained
earnings
|
|
|
Accumulated
other
comprehensive
income
|
|
(a)
|
Total
|
|
|||||
BALANCE AT SEPTEMBER 30, 2013
|
$
|
1
|
|
|
$
|
506
|
|
|
$
|
3,758
|
|
|
$
|
288
|
|
|
$
|
4,553
|
|
Total comprehensive income
|
|
|
|
|
|
165
|
|
|
13
|
|
|
178
|
|
||||||
Regular dividends, $1.02 per common share
|
|
|
|
|
|
|
(79
|
)
|
|
|
|
|
(79
|
)
|
|||||
Common shares issued under stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
incentive and other plans
(b)
|
|
|
|
2
|
|
|
|
|
|
|
|
|
2
|
|
|||||
Repurchase of common shares
(c)
|
|
|
(125
|
)
|
|
|
|
|
|
(125
|
)
|
||||||||
BALANCE AT JUNE 30, 2014
|
$
|
1
|
|
|
$
|
383
|
|
|
$
|
3,844
|
|
|
$
|
301
|
|
|
$
|
4,529
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
At
June 30, 2014
and
September 30, 2013
, the after-tax accumulated other comprehensive income of
$301 million
and
$288 million
, respectively, was comprised of unrecognized prior service credits as a result of certain employee benefit plan amendments of
$68 million
and
$80 million
, respectively, and net unrealized translation gains of
$233 million
and
$208 million
, respectively.
|
(b)
|
Common shares issued were
559,952
for the
nine
months ended
June 30, 2014
.
|
(c)
|
As of
June 30, 2014
, the repurchase of common shares includes
$125 million
associated with the prepaid variable share repurchase agreement discussed in Note M of Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
||||||
|
June 30
|
||||||
(In millions - unaudited)
|
2014
|
|
|
2013
|
|
||
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES FROM
|
|
|
|
||||
CONTINUING OPERATIONS
|
|
|
|
||||
Net income
|
$
|
165
|
|
|
$
|
278
|
|
Income from discontinued operations (net of tax)
|
(67
|
)
|
|
(60
|
)
|
||
Adjustments to reconcile income from continuing operations to
|
|
|
|
|
|
||
cash flows from operating activities
|
|
|
|
|
|
||
Depreciation and amortization
|
281
|
|
|
267
|
|
||
Debt issuance cost amortization
|
11
|
|
|
62
|
|
||
Purchased in-process research and development impairment
|
9
|
|
|
4
|
|
||
Deferred income taxes
|
(20
|
)
|
|
16
|
|
||
Equity income from affiliates
|
(22
|
)
|
|
(21
|
)
|
||
Distributions from equity affiliates
|
7
|
|
|
8
|
|
||
Gain from sale of property and equipment
|
(1
|
)
|
|
(1
|
)
|
||
Stock based compensation expense
|
26
|
|
|
24
|
|
||
Net gain on divestitures
|
(3
|
)
|
|
(6
|
)
|
||
Impairment of equity method investment
|
50
|
|
|
—
|
|
||
Losses on pension and other postretirement plan remeasurement
|
121
|
|
|
—
|
|
||
Change in operating assets and liabilities
(a)
|
(153
|
)
|
|
(174
|
)
|
||
Total cash flows provided by operating activities from continuing operations
|
404
|
|
|
397
|
|
||
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES FROM
|
|
|
|
|
|
||
CONTINUING OPERATIONS
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(152
|
)
|
|
(155
|
)
|
||
Proceeds from disposal of property, plant and equipment
|
9
|
|
|
4
|
|
||
Purchase of operations - net of cash acquired
|
(2
|
)
|
|
—
|
|
||
Proceeds from sale of operations or equity investments
|
92
|
|
|
1
|
|
||
Total cash flows used by investing activities from continuing operations
|
(53
|
)
|
|
(150
|
)
|
||
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES FROM
|
|
|
|
|
|
||
CONTINUING OPERATIONS
|
|
|
|
|
|
||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,320
|
|
||
Repayment of long-term debt
|
(12
|
)
|
|
(2,605
|
)
|
||
Proceeds from short-term debt
|
58
|
|
|
112
|
|
||
Repurchase of common stock
|
(125
|
)
|
|
(150
|
)
|
||
Debt issuance costs
|
—
|
|
|
(38
|
)
|
||
Cash dividends paid
|
(79
|
)
|
|
(62
|
)
|
||
Proceeds from exercise of stock options
|
1
|
|
|
1
|
|
||
Excess tax benefits related to share-based payments
|
9
|
|
|
5
|
|
||
Total cash flows used by financing activities from continuing operations
|
(148
|
)
|
|
(417
|
)
|
||
CASH PROVIDED (USED) BY CONTINUING OPERATIONS
|
203
|
|
|
(170
|
)
|
||
Cash provided (used) by discontinued operations
|
|
|
|
|
|
||
Operating cash flows
|
48
|
|
|
53
|
|
||
Investing cash flows
|
(27
|
)
|
|
(31
|
)
|
||
Effect of currency exchange rate changes on cash and cash equivalents
|
—
|
|
|
2
|
|
||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
224
|
|
|
(146
|
)
|
||
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
346
|
|
|
523
|
|
||
CASH AND CASH EQUIVALENTS - END OF PERIOD
|
$
|
570
|
|
|
$
|
377
|
|
|
|
|
|
(a)
|
Excludes changes resulting from operations acquired or sold.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30
|
|
|
September 30
|
|
||
(In millions)
|
2014
|
|
|
2013
|
|
||
Accounts receivable
(a)
|
$
|
325
|
|
|
$
|
332
|
|
Inventories
|
145
|
|
|
141
|
|
||
Other assets
|
20
|
|
|
14
|
|
||
Current assets held for sale
|
$
|
490
|
|
|
$
|
487
|
|
|
|
|
|
||||
Net property, plant and equipment
|
$
|
347
|
|
|
$
|
335
|
|
Goodwill
|
650
|
|
|
657
|
|
||
Intangibles
|
345
|
|
|
354
|
|
||
Equity and other unconsolidated investments
|
5
|
|
|
5
|
|
||
Other assets
|
9
|
|
|
9
|
|
||
Noncurrent assets held for sale
|
$
|
1,356
|
|
|
$
|
1,360
|
|
|
|
|
|
||||
Trade and other payables
|
$
|
161
|
|
|
$
|
171
|
|
Accrued expenses and other liabilities
|
23
|
|
|
23
|
|
||
Current liabilities held for sale
|
$
|
184
|
|
|
$
|
194
|
|
|
|
|
|
||||
Employee benefit obligations
|
$
|
63
|
|
|
$
|
64
|
|
Deferred income taxes
|
14
|
|
|
32
|
|
||
Other liabilities
|
3
|
|
|
3
|
|
||
Noncurrent liabilities held for sale
|
$
|
80
|
|
|
$
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
June 30
|
|
June 30
|
||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Income (loss) from discontinued operations (net of tax)
|
|
|
|
|
|
|
|
||||||||
Water Technologies
(a)
|
$
|
33
|
|
|
$
|
28
|
|
|
$
|
74
|
|
|
$
|
56
|
|
Asbestos-related litigation
|
(5
|
)
|
|
4
|
|
|
(6
|
)
|
|
3
|
|
||||
Distribution
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
Electronic Chemicals
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Gain on disposal of discontinued operations (net of tax)
|
|
|
|
|
|
|
|
|
|
|
|
||||
APAC
|
—
|
|
|
5
|
|
|
—
|
|
|
4
|
|
||||
Total income from discontinued operations (net of tax)
|
$
|
28
|
|
|
$
|
35
|
|
|
$
|
67
|
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
(a)
|
For the three months ended
June 30, 2014
and
2013
, pretax income recorded for Water Technologies was
$46 million
and
$35 million
, respectively, and for the
nine
months ended
June 30, 2014
and
2013
, pretax income recorded for Water Technologies was
$101 million
and
$84 million
, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility
|
|
|
|
|||||
(In millions)
|
Severance
|
|
|
costs
|
|
|
Total
|
|
|||
Balance as of September 30, 2013
|
$
|
17
|
|
|
$
|
8
|
|
|
$
|
25
|
|
Restructuring reserve
|
91
|
|
|
4
|
|
|
95
|
|
|||
Reserve adjustments
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Utilization (cash paid or otherwise settled)
|
(34
|
)
|
|
(2
|
)
|
|
(36
|
)
|
|||
Balance at June 30, 2014
|
$
|
73
|
|
|
$
|
10
|
|
|
$
|
83
|
|
|
|
|
|
|
|
||||||
Balance as of September 30, 2012
|
$
|
29
|
|
|
$
|
15
|
|
|
$
|
44
|
|
Reserve adjustments
|
4
|
|
|
—
|
|
|
4
|
|
|||
Utilization (cash paid or otherwise settled)
|
(16
|
)
|
|
(7
|
)
|
|
(23
|
)
|
|||
Balance at June 30, 2013
|
$
|
17
|
|
|
$
|
8
|
|
|
$
|
25
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Carrying
value
|
|
|
Total
fair
value
|
|
|
Quoted prices
in active
markets for
identical
assets
Level 1
|
|
|
Significant
other
observable
inputs
Level 2
|
|
|
Significant
unobservable
inputs
Level 3
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
570
|
|
|
$
|
570
|
|
|
$
|
570
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred compensation investments
(a)
|
187
|
|
|
187
|
|
|
48
|
|
|
139
|
|
|
—
|
|
|||||
Investments of captive insurance company
(a)
|
3
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Foreign currency derivatives
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Total assets at fair value
|
$
|
761
|
|
|
$
|
761
|
|
|
$
|
621
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency derivatives
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Included in other noncurrent assets in the Condensed Consolidated Balance Sheets.
|
(In millions)
|
Carrying
value
|
|
|
Total
fair
value
|
|
|
Quoted prices
in active
markets for
identical
assets
Level 1
|
|
|
Significant
other
observable
inputs
Level 2
|
|
|
Significant
unobservable
inputs
Level 3
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
346
|
|
|
$
|
346
|
|
|
$
|
346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred compensation investments
(a)
|
181
|
|
|
181
|
|
|
50
|
|
|
131
|
|
|
—
|
|
|||||
Investments of captive insurance company
(a)
|
3
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Foreign currency derivatives
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Total assets at fair value
|
$
|
531
|
|
|
$
|
531
|
|
|
$
|
399
|
|
|
$
|
132
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Included in other noncurrent assets in the Condensed Consolidated Balance Sheets.
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
June 30
|
|
June 30
|
||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Foreign currency derivative gain (loss)
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
$
|
(2
|
)
|
|
June 30
|
|
|
September 30
|
|
||
(In millions)
|
2014
|
|
|
2013
|
|
||
Foreign currency derivative assets
|
$
|
1
|
|
|
$
|
1
|
|
Notional contract values
|
182
|
|
|
312
|
|
||
|
|
|
|
||||
Foreign currency derivative liabilities
(a)
|
$
|
2
|
|
|
$
|
—
|
|
Notional contract values
|
319
|
|
|
246
|
|
||
|
|
|
|
(a)
|
Fair values of liabilities of $0 denote values less than $1 million.
|
|
|
|
|
|
|
|
|
|
|
June 30
|
|
|
September 30
|
|
||
(In millions)
|
2014
|
|
|
2013
|
|
||
Finished products
|
$
|
546
|
|
|
$
|
518
|
|
Raw materials, supplies and work in process
|
259
|
|
|
261
|
|
||
LIFO reserve
|
(24
|
)
|
|
(21
|
)
|
||
|
$
|
781
|
|
|
$
|
758
|
|
|
|
|
|
|
|
|
|
|
|
Specialty
|
|
|
Performance
|
|
|
|
|
|
|
|||||
(In millions)
|
Ingredients
|
|
|
Materials
|
|
(a)
|
Valvoline
|
|
|
Total
|
|
||||
Balance at September 30, 2013
|
$
|
2,231
|
|
|
$
|
311
|
|
|
$
|
167
|
|
|
$
|
2,709
|
|
Business realignment adjustment
|
(71
|
)
|
|
71
|
|
|
—
|
|
|
—
|
|
||||
Other
(b)
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||
Currency translation adjustment
|
8
|
|
|
1
|
|
|
1
|
|
|
10
|
|
||||
Balance at June 30, 2014
|
$
|
2,164
|
|
|
$
|
383
|
|
|
$
|
168
|
|
|
$
|
2,715
|
|
|
|
|
|
|
|
|
|
(a)
|
As of
June 30, 2014
, goodwill consisted of
$10 million
for the Elastomers reporting unit,
$204 million
for the Intermediates/Solvents reporting unit, and
$169 million
for the Composites reporting unit.
|
(b)
|
Other caption represents the adjustment of certain items identified from previous acquisitions that were revised within the Condensed Consolidated Balance Sheet.
|
|
June 30, 2014
|
||||||||||
|
Gross
|
|
|
|
|
Net
|
|
||||
|
carrying
|
|
|
Accumulated
|
|
|
carrying
|
|
|||
(In millions)
|
amount
|
|
|
amortization
|
|
|
amount
|
|
|||
Trademarks and trade names
|
$
|
375
|
|
|
$
|
(48
|
)
|
|
$
|
327
|
|
Intellectual property
|
827
|
|
|
(214
|
)
|
|
613
|
|
|||
Customer relationships
|
510
|
|
|
(109
|
)
|
|
401
|
|
|||
IPR&D
|
23
|
|
|
—
|
|
|
23
|
|
|||
Total intangible assets
|
$
|
1,735
|
|
|
$
|
(371
|
)
|
|
$
|
1,364
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2013
|
||||||||||
|
Gross
|
|
|
|
|
Net
|
|
||||
|
carrying
|
|
|
Accumulated
|
|
|
carrying
|
|
|||
(In millions)
|
amount
|
|
|
amortization
|
|
|
amount
|
|
|||
Trademarks and trade names
|
$
|
375
|
|
|
$
|
(45
|
)
|
|
$
|
330
|
|
Intellectual property
|
827
|
|
|
(175
|
)
|
|
652
|
|
|||
Customer relationships
|
507
|
|
|
(84
|
)
|
|
423
|
|
|||
IPR&D
|
32
|
|
|
—
|
|
|
32
|
|
|||
Total intangible assets
|
$
|
1,741
|
|
|
$
|
(304
|
)
|
|
$
|
1,437
|
|
|
June 30
|
|
|
September 30
|
|
||
(In millions)
|
2014
|
|
|
2013
|
|
||
4.750% notes, due 2022
|
$
|
1,120
|
|
|
$
|
1,119
|
|
3.875% notes, due 2018
|
700
|
|
|
700
|
|
||
3.000% notes, due 2016
|
600
|
|
|
600
|
|
||
6.875% notes, due 2043
|
376
|
|
|
376
|
|
||
Accounts receivable securitization
|
310
|
|
|
270
|
|
||
6.50% junior subordinated notes, due 2029
|
133
|
|
|
131
|
|
||
Other international loans, interest at a weighted-
|
|
|
|
|
|
||
average rate of 7.3% at June 30, 2014 (6.0% to 11.5%)
|
31
|
|
|
44
|
|
||
Medium-term notes, due 2015-2019, interest at a weighted-
|
|
|
|
|
|
||
average rate of 8.7% at June 30, 2014 (8.4% to 9.4%)
|
14
|
|
|
14
|
|
||
Other
|
31
|
|
|
13
|
|
||
Total debt
|
3,315
|
|
|
3,267
|
|
||
Short-term debt
|
(365
|
)
|
|
(308
|
)
|
||
Current portion of long-term debt
|
(9
|
)
|
|
(12
|
)
|
||
Long-term debt (less current portion)
|
$
|
2,941
|
|
|
$
|
2,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
|
Balance at October 1, 2013
|
$
|
133
|
|
Increases related to positions taken on items from prior years
|
4
|
|
|
Decreases related to positions taken on items from prior years
|
(4
|
)
|
|
Increases related to positions taken in the current year
|
15
|
|
|
Lapse of the statute of limitations
|
(10
|
)
|
|
Balance at June 30, 2014
|
$
|
138
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other postretirement
|
||||||||||
|
Pension benefits
|
|
benefits
|
||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Three months ended June 30
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
45
|
|
|
44
|
|
|
3
|
|
|
2
|
|
||||
Expected return on plan assets
|
(58
|
)
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||
Curtailment, settlement and other
|
17
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Actuarial loss
|
3
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
|
$
|
15
|
|
|
$
|
(7
|
)
|
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
|
|
|
|
|
|
|
||||||||
Nine months ended June 30
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost
|
$
|
30
|
|
|
$
|
32
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
144
|
|
|
132
|
|
|
7
|
|
|
5
|
|
||||
Expected return on plan assets
|
(177
|
)
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(2
|
)
|
|
(1
|
)
|
|
(16
|
)
|
|
(16
|
)
|
||||
Curtailment, settlement and other
|
45
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Actuarial loss
|
99
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
|
$
|
139
|
|
|
$
|
(15
|
)
|
|
$
|
(8
|
)
|
|
$
|
(9
|
)
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
|
|
|||||||
|
June 30
|
|
Years ended September 30
|
|||||||||||
(In thousands)
|
2014
|
|
|
2013
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Open claims - beginning of period
|
65
|
|
|
66
|
|
|
66
|
|
|
72
|
|
|
83
|
|
New claims filed
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
Claims settled
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
Claims dismissed
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(12
|
)
|
Open claims - end of period
|
65
|
|
|
66
|
|
|
65
|
|
|
66
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
|
|
||||||||||||
|
June 30
|
|
Years ended September 30
|
||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
Asbestos reserve - beginning of period
|
$
|
463
|
|
|
$
|
522
|
|
|
$
|
522
|
|
|
$
|
543
|
|
|
$
|
537
|
|
Reserve adjustment
|
4
|
|
|
(28
|
)
|
|
(28
|
)
|
|
11
|
|
|
41
|
|
|||||
Amounts paid
|
(24
|
)
|
|
(25
|
)
|
|
(31
|
)
|
|
(32
|
)
|
|
(35
|
)
|
|||||
Asbestos reserve - end of period
|
$
|
443
|
|
|
$
|
469
|
|
|
$
|
463
|
|
|
$
|
522
|
|
|
$
|
543
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
|
|
||||||||||||
|
June 30
|
|
Years ended September 30
|
||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
Insurance receivable - beginning of period
|
$
|
408
|
|
|
$
|
423
|
|
|
$
|
423
|
|
|
$
|
431
|
|
|
$
|
421
|
|
Receivable adjustment
|
7
|
|
|
(3
|
)
|
|
(3
|
)
|
|
19
|
|
|
42
|
|
|||||
Amounts collected
|
(7
|
)
|
|
(11
|
)
|
|
(12
|
)
|
|
(27
|
)
|
|
(32
|
)
|
|||||
Insurance receivable - end of period
|
$
|
408
|
|
|
$
|
409
|
|
|
$
|
408
|
|
|
$
|
423
|
|
|
$
|
431
|
|
|
Nine months ended
|
|
|
|
|
|
|
|||||||
|
June 30
|
|
Years ended September 30
|
|||||||||||
(In thousands)
|
2014
|
|
|
2013
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
Open claims - beginning of period
|
21
|
|
|
21
|
|
|
21
|
|
|
21
|
|
|
20
|
|
New claims filed
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
Claims dismissed
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
Open claims - end of period
|
21
|
|
|
21
|
|
|
21
|
|
|
21
|
|
|
21
|
|
|
Nine months ended
|
|
|
|
|
|
|
||||||||||||
|
June 30
|
|
Years ended September 30
|
||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
Asbestos reserve - beginning of period
|
$
|
342
|
|
|
$
|
320
|
|
|
$
|
320
|
|
|
$
|
311
|
|
|
$
|
375
|
|
Reserve adjustment
|
10
|
|
|
46
|
|
|
46
|
|
|
30
|
|
|
(48
|
)
|
|||||
Amounts paid
|
(19
|
)
|
|
(19
|
)
|
|
(24
|
)
|
|
(21
|
)
|
|
(16
|
)
|
|||||
Asbestos reserve - end of period
|
$
|
333
|
|
|
$
|
347
|
|
|
$
|
342
|
|
|
$
|
320
|
|
|
$
|
311
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
|
|
||||||||||||
|
June 30
|
|
Years ended September 30
|
||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
Insurance receivable - beginning of period
|
$
|
75
|
|
|
$
|
56
|
|
|
$
|
56
|
|
|
$
|
48
|
|
|
$
|
68
|
|
Receivable adjustment
|
3
|
|
|
19
|
|
|
19
|
|
|
9
|
|
|
(20
|
)
|
|||||
Amounts collected
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||||
Insurance receivable - end of period
|
$
|
77
|
|
|
$
|
75
|
|
|
$
|
75
|
|
|
$
|
56
|
|
|
$
|
48
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
||||||
|
June 30
|
||||||
(In millions)
|
2014
|
|
|
2013
|
|
||
Reserve - beginning of period
|
$
|
211
|
|
|
$
|
228
|
|
Disbursements, net of cost recoveries
|
(29
|
)
|
|
(35
|
)
|
||
Revised obligation estimates and accretion
|
24
|
|
|
27
|
|
||
Foreign currency translation
|
—
|
|
|
1
|
|
||
Reserve - end of period
|
$
|
206
|
|
|
$
|
221
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
June 30
|
|
June 30
|
||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Environmental expense
|
$
|
13
|
|
|
$
|
20
|
|
|
$
|
22
|
|
|
$
|
25
|
|
Accretion
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Legal expense
|
2
|
|
|
—
|
|
|
4
|
|
|
1
|
|
||||
Total expense
|
15
|
|
|
20
|
|
|
28
|
|
|
28
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Insurance receivable
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||
Total expense, net of receivable activity
(a)
|
$
|
14
|
|
|
$
|
17
|
|
|
$
|
25
|
|
|
$
|
24
|
|
|
|
|
|
|
|
|
|
(a)
|
Net expense of
$1 million
and
$3 million
for the three months ended
June 30, 2014
and
2013
, respectively, and
$2 million
and
$5 million
for the
nine
months ended
June 30, 2014
and
2013
, respectively, relates to divested businesses which qualified for treatment as discontinued operations and for which certain environmental liabilities were retained by Ashland. These amounts are classified within the income from discontinued operations caption of the Statements of Consolidated Comprehensive Income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
June 30
|
|
June 30
|
||||||||||||
(In millions except per share data)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Numerator for basic and diluted EPS – Income
|
|
|
|
|
|
|
|
||||||||
from continuing operations
|
$
|
71
|
|
|
$
|
89
|
|
|
$
|
98
|
|
|
$
|
218
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|||||
Denominator for basic EPS – Weighted-average
|
|
|
|
|
|
|
|
|
|
|
|||||
common shares outstanding
|
78
|
|
|
79
|
|
|
78
|
|
|
79
|
|
||||
Share-based awards convertible to common shares
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Denominator for diluted EPS – Adjusted weighted-
|
|
|
|
|
|
|
|
|
|
|
|||||
average shares and assumed conversions
|
79
|
|
|
80
|
|
|
79
|
|
|
80
|
|
||||
|
|
|
|
|
|
|
|
||||||||
EPS from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.91
|
|
|
$
|
1.14
|
|
|
$
|
1.26
|
|
|
$
|
2.77
|
|
Diluted
|
0.90
|
|
|
1.12
|
|
|
1.24
|
|
|
2.72
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
|
Tax
|
|
|
|
|
|
|
Tax
|
|
|
|
||||||||||
|
Before
|
|
|
(expense)
|
|
|
Net of
|
|
|
Before
|
|
|
(expense)
|
|
|
Net of
|
|
||||||
(In millions)
|
tax
|
|
|
benefit
|
|
|
tax
|
|
|
tax
|
|
|
benefit
|
|
|
tax
|
|
||||||
Three months ended June 30
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized translation gain (loss)
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
(12
|
)
|
|
$
|
3
|
|
|
$
|
(9
|
)
|
Pension and postretirement obligation adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of unrecognized prior service
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
credits included in net income
(a)
|
(6
|
)
|
|
3
|
|
|
(3
|
)
|
|
(6
|
)
|
|
2
|
|
|
(4
|
)
|
||||||
Total other comprehensive income (loss)
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
8
|
|
|
$
|
(18
|
)
|
|
$
|
5
|
|
|
$
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Nine months ended June 30
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized translation gain (loss)
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
(33
|
)
|
|
$
|
3
|
|
|
$
|
(30
|
)
|
Pension and postretirement obligation adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of unrecognized prior service
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
credits included in net income
(a)
|
(18
|
)
|
|
6
|
|
|
(12
|
)
|
|
(17
|
)
|
|
6
|
|
|
(11
|
)
|
||||||
Net change in interest rate hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrealized loss during period
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Reclassification adjustment for losses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
included in net income
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
(24
|
)
|
|
41
|
|
||||||
Total other comprehensive income (loss)
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
(15
|
)
|
|
$
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Amortization of unrecognized prior service credits are included in the calculation of net periodic benefit costs for pension and other postretirement plans. Of the total amortization in each period,
$2 million
during the three months ended
June 30, 2014
and
2013
, and
$5 million
and
$4 million
during the
nine
months ended
June 30, 2014
and
2013
, respectively, was included in the cost of sales caption of the Statements of Consolidated Comprehensive Income, and
$3 million
during the three months ended
June 30, 2014
and
2013
, and
$10 million
during the
nine
months ended
June 30, 2014
and
2013
, was included in the selling, general and administrative expense caption of the Statements of Consolidated Comprehensive Income. Additionally, as as result of the expected sale of Water Technologies, the amortization of unrecognized prior service credits related to Water Technologies have been reflected as discontinued operations for the periods presented. As such,
$1 million
during the three months ended
June 30, 2014
and
2013
, and
$3 million
during the
nine
months ended
June 30, 2014
and
2013
, was included in the discontinued operations caption of the Statements of Consolidated Comprehensive Income. See Note J for further information.
|
(b)
|
Losses from interest rate hedges are recorded in the net interest and other financing expense caption of the Statements of Consolidated Comprehensive Income. See Note E for further information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
June 30
|
|
June 30
|
||||||||||||
(In millions - unaudited)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
SALES
|
|
|
|
|
|
|
|
||||||||
Specialty Ingredients
|
$
|
653
|
|
|
$
|
673
|
|
|
$
|
1,862
|
|
|
$
|
1,893
|
|
Performance Materials
|
420
|
|
|
438
|
|
|
1,199
|
|
|
1,240
|
|
||||
Valvoline
|
532
|
|
|
513
|
|
|
1,522
|
|
|
1,488
|
|
||||
|
$
|
1,605
|
|
|
$
|
1,624
|
|
|
$
|
4,583
|
|
|
$
|
4,621
|
|
OPERATING INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Ingredients
|
$
|
80
|
|
|
$
|
87
|
|
|
$
|
192
|
|
|
$
|
223
|
|
Performance Materials
|
22
|
|
|
22
|
|
|
—
|
|
|
80
|
|
||||
Valvoline
|
90
|
|
|
77
|
|
|
246
|
|
|
222
|
|
||||
Unallocated and other
(a)
|
(49
|
)
|
|
(11
|
)
|
|
(216
|
)
|
|
(19
|
)
|
||||
|
$
|
143
|
|
|
$
|
175
|
|
|
$
|
222
|
|
|
$
|
506
|
|
|
|
|
|
|
|
|
|
(a)
|
As a result of the sale of Water Technologies, Unallocated and other is impacted by certain items related to discontinued operations accounting. For the three months ended
June 30, 2014
and
2013
, Unallocated and other includes
$9 million
and
$10 million
of costs, respectively, and for the nine months ended
June 30, 2014
and
2013
, includes
$28 million
and
$27 million
of costs, respectively, previously charged to the Water Technologies business for primarily indirect corporate cost allocations that U.S. GAAP provisions require to be included within continuing operations. Additionally, a portion of the components of pension and other postretirement benefit costs other than service costs (i.e. interest cost, expected return on assets, and amortization of prior service credit) related to Water Technologies has been reclassified from the Unallocated and other segment to the discontinued operations caption of the Statements of Consolidated Comprehensive Income. Pension and other postretirement benefit income for the three months ended
June 30, 2014
and 2013 of
$2 million
and
$3 million
, respectively, and for the
nine
months ended
June 30, 2014
and 2013, of
$6 million
and
$9 million
, respectively, was classified within discontinued operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
June 30
|
|
June 30
|
||||||||
Sales by Geography
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
North America
(a)
|
53
|
%
|
|
53
|
%
|
|
53
|
%
|
|
54
|
%
|
Europe
|
25
|
%
|
|
25
|
%
|
|
25
|
%
|
|
25
|
%
|
Asia Pacific
|
15
|
%
|
|
15
|
%
|
|
15
|
%
|
|
15
|
%
|
Latin America & other
|
7
|
%
|
|
7
|
%
|
|
7
|
%
|
|
6
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
June 30
|
|
June 30
|
||||||||
Sales by Reportable Segment
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
Specialty Ingredients
|
41
|
%
|
|
41
|
%
|
|
41
|
%
|
|
41
|
%
|
Performance Materials
|
26
|
%
|
|
27
|
%
|
|
26
|
%
|
|
27
|
%
|
Valvoline
|
33
|
%
|
|
32
|
%
|
|
33
|
%
|
|
32
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
More than half of the previously announced 800 job eliminations have been completed.
|
•
|
Ashland is finalizing plans to substantially reduce selected external support services and to move a significant number of jobs to existing, lower-cost regional centers of excellence.
|
•
|
Ashland’s previously centralized supply chain organization has been integrated into the commercial units, optimizing the level of support needed to serve the varying needs of customers and markets.
|
•
|
Regional business teams in Europe, Asia, and Latin America have been realigned to provide better service and value to customers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
||||||
|
June 30
|
||||||
(In millions)
|
2014
|
|
|
2013
|
|
||
Net income
|
$
|
99
|
|
|
$
|
124
|
|
Income tax expense
|
28
|
|
|
34
|
|
||
Net interest and other financing expense
|
41
|
|
|
51
|
|
||
Depreciation and amortization
(a)
|
89
|
|
|
89
|
|
||
EBITDA
|
257
|
|
|
298
|
|
||
Income from discontinued operations (net of tax)
|
(28
|
)
|
|
(35
|
)
|
||
Settled claim
|
—
|
|
|
(13
|
)
|
||
Losses on pension and other postretirement plan remeasurement
|
16
|
|
|
—
|
|
||
Restructuring
|
22
|
|
|
7
|
|
||
Foreign tax indemnification receivable adjustment
|
5
|
|
|
—
|
|
||
Impairment of ASK joint venture
|
4
|
|
|
—
|
|
||
Environmental reserve adjustments
|
13
|
|
|
16
|
|
||
Accelerated depreciation
|
9
|
|
|
—
|
|
||
Adjusted EBITDA
|
$
|
298
|
|
|
$
|
273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
||||||
|
June 30
|
||||||
(In millions)
|
2014
|
|
|
2013
|
|
||
Net income
|
$
|
165
|
|
|
$
|
278
|
|
Income tax expense
|
3
|
|
|
55
|
|
||
Net interest and other financing expense
|
124
|
|
|
239
|
|
||
Depreciation and amortization
(a)
|
265
|
|
|
265
|
|
||
EBITDA
|
557
|
|
|
837
|
|
||
Income from discontinued operations (net of tax)
|
(67
|
)
|
|
(60
|
)
|
||
Settled claim
|
—
|
|
|
(13
|
)
|
||
Insurance settlement
|
—
|
|
|
(22
|
)
|
||
Impairment of IPR&D assets
|
9
|
|
|
4
|
|
||
Foreign tax assessment
|
—
|
|
|
2
|
|
||
Foreign tax indemnification receivable adjustment
|
5
|
|
|
—
|
|
||
Losses on pension and other postretirement plan remeasurement
|
121
|
|
|
—
|
|
||
Restructuring and other integration costs
|
102
|
|
|
19
|
|
||
Impairment of ASK joint venture
|
50
|
|
|
—
|
|
||
Environmental reserve adjustments
|
13
|
|
|
16
|
|
||
Accelerated depreciation
|
16
|
|
|
2
|
|
||
Adjusted EBITDA
|
$
|
806
|
|
|
$
|
785
|
|
|
|
|
|
|
Three months ended June 30
|
|
Nine months ended June 30
|
||||||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
||||||
Sales
|
$
|
1,605
|
|
|
$
|
1,624
|
|
|
$
|
(19
|
)
|
|
$
|
4,583
|
|
|
$
|
4,621
|
|
|
$
|
(38
|
)
|
|
Three months ended June 30
|
|
Nine months ended June 30
|
||||||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
||||||
Cost of sales
|
$
|
1,161
|
|
|
$
|
1,192
|
|
|
$
|
(31
|
)
|
|
$
|
3,377
|
|
|
$
|
3,368
|
|
|
$
|
9
|
|
Gross profit as a percent of sales
|
27.7
|
%
|
|
26.6
|
%
|
|
|
|
|
26.3
|
%
|
|
27.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30
|
|
Nine months ended June 30
|
||||||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
||||||
Selling, general and administrative
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
expense
|
$
|
286
|
|
|
$
|
257
|
|
|
$
|
29
|
|
|
$
|
891
|
|
|
$
|
723
|
|
|
$
|
168
|
|
As a percent of sales
|
17.8
|
%
|
|
15.8
|
%
|
|
|
|
|
19.4
|
%
|
|
15.6
|
%
|
|
|
|
|
Three months ended June 30
|
|
Nine months ended June 30
|
||||||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
||||||
Research and development expense
|
$
|
23
|
|
|
$
|
26
|
|
|
$
|
(3
|
)
|
|
$
|
87
|
|
|
$
|
79
|
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30
|
|
Nine months ended June 30
|
||||||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
||||||
Equity and other income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity income (loss)
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
(3
|
)
|
|
$
|
(28
|
)
|
|
$
|
21
|
|
|
$
|
(49
|
)
|
Other income
|
4
|
|
|
19
|
|
|
(15
|
)
|
|
22
|
|
|
34
|
|
|
(12
|
)
|
||||||
|
$
|
8
|
|
|
$
|
26
|
|
|
$
|
(18
|
)
|
|
$
|
(6
|
)
|
|
$
|
55
|
|
|
$
|
(61
|
)
|
|
Three months ended June 30
|
|
Nine months ended June 30
|
||||||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
||||||
Net interest and other financing
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
41
|
|
|
$
|
46
|
|
|
$
|
(5
|
)
|
|
$
|
123
|
|
|
$
|
231
|
|
|
$
|
(108
|
)
|
Interest income
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
(3
|
)
|
||||||
Other financing costs
|
2
|
|
|
6
|
|
|
(4
|
)
|
|
6
|
|
|
10
|
|
|
(4
|
)
|
||||||
|
$
|
41
|
|
|
$
|
51
|
|
|
$
|
(10
|
)
|
|
$
|
124
|
|
|
$
|
239
|
|
|
$
|
(115
|
)
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30
|
|
Nine months ended June 30
|
||||||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
||||||
Net gain (loss) on divestitures
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
MAP Transaction adjustments
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
|
$
|
6
|
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
|
$
|
6
|
|
|
$
|
(3
|
)
|
|
Three months ended June 30
|
|
Nine months ended June 30
|
||||||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
||||||
Income tax expense
|
$
|
28
|
|
|
$
|
34
|
|
|
$
|
(6
|
)
|
|
$
|
3
|
|
|
$
|
55
|
|
|
$
|
(52
|
)
|
Effective tax rate
|
28.3
|
%
|
|
27.6
|
%
|
|
|
|
|
3.0
|
%
|
|
20.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30
|
|
Nine months ended June 30
|
||||||||||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
Change
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
||||||
Income (loss) from discontinued
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
operations (net of tax)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Water Technologies
|
$
|
33
|
|
|
$
|
28
|
|
|
$
|
5
|
|
|
$
|
74
|
|
|
$
|
56
|
|
|
$
|
18
|
|
Distribution
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
||||||
Asbestos-related litigation
|
(5
|
)
|
|
4
|
|
|
(9
|
)
|
|
(6
|
)
|
|
3
|
|
|
(9
|
)
|
||||||
APAC
|
—
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
4
|
|
|
(4
|
)
|
||||||
Electronic Chemicals
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
|
$
|
28
|
|
|
$
|
35
|
|
|
$
|
(7
|
)
|
|
$
|
67
|
|
|
$
|
60
|
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
June 30
|
|
June 30
|
||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Sales
|
|
|
|
|
|
|
|
||||||||
Specialty Ingredients
|
$
|
653
|
|
|
$
|
673
|
|
|
$
|
1,862
|
|
|
$
|
1,893
|
|
Performance Materials
|
420
|
|
|
438
|
|
|
1,199
|
|
|
1,240
|
|
||||
Valvoline
|
532
|
|
|
513
|
|
|
1,522
|
|
|
1,488
|
|
||||
|
$
|
1,605
|
|
|
$
|
1,624
|
|
|
$
|
4,583
|
|
|
$
|
4,621
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Ingredients
|
$
|
80
|
|
|
$
|
87
|
|
|
$
|
192
|
|
|
$
|
223
|
|
Performance Materials
|
22
|
|
|
22
|
|
|
—
|
|
|
80
|
|
||||
Valvoline
|
90
|
|
|
77
|
|
|
246
|
|
|
222
|
|
||||
Unallocated and other
|
(49
|
)
|
|
(11
|
)
|
|
(216
|
)
|
|
(19
|
)
|
||||
|
$
|
143
|
|
|
$
|
175
|
|
|
$
|
222
|
|
|
$
|
506
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Ingredients
|
$
|
61
|
|
|
$
|
61
|
|
|
$
|
180
|
|
|
$
|
181
|
|
Performance Materials
|
27
|
|
|
18
|
|
|
71
|
|
|
57
|
|
||||
Valvoline
|
9
|
|
|
9
|
|
|
27
|
|
|
26
|
|
||||
Unallocated and other
|
1
|
|
|
1
|
|
|
3
|
|
|
3
|
|
||||
|
$
|
98
|
|
|
$
|
89
|
|
|
$
|
281
|
|
|
$
|
267
|
|
Operating information
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty Ingredients
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales per shipping day
|
$
|
10.2
|
|
|
$
|
10.5
|
|
|
$
|
9.9
|
|
|
$
|
10.0
|
|
Metric tons sold (thousands)
|
95.0
|
|
|
90.7
|
|
|
264.1
|
|
|
248.8
|
|
||||
Gross profit as a percent of sales
(a)
|
31.5
|
%
|
|
30.2
|
%
|
|
31.7
|
%
|
|
31.0
|
%
|
||||
Performance Materials
|
|
|
|
|
|
|
|
|
|
||||||
Sales per shipping day
|
$
|
6.6
|
|
|
$
|
6.8
|
|
|
$
|
6.3
|
|
|
$
|
6.6
|
|
Metric tons sold (thousands)
|
154.7
|
|
|
155.4
|
|
|
446.0
|
|
|
443.0
|
|
||||
Gross profit as a percent of sales
(a)
|
14.9
|
%
|
|
13.0
|
%
|
|
13.0
|
%
|
|
14.5
|
%
|
||||
Valvoline
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lubricant sales gallons
|
42.8
|
|
|
41.3
|
|
|
121.1
|
|
|
117.6
|
|
||||
Premium lubricants (percent of U.S. branded volumes)
|
37.8
|
%
|
|
33.6
|
%
|
|
36.9
|
%
|
|
33.5
|
%
|
||||
Gross profit as a percent of sales
(a)
|
32.7
|
%
|
|
32.4
|
%
|
|
32.0
|
%
|
|
31.5
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
June 30
|
|
June 30
|
||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Operating income
|
$
|
80
|
|
|
$
|
87
|
|
|
$
|
192
|
|
|
$
|
223
|
|
Depreciation and amortization
|
61
|
|
|
61
|
|
|
180
|
|
|
181
|
|
||||
EBITDA
|
141
|
|
|
148
|
|
|
372
|
|
|
404
|
|
||||
Settled claim
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||
Environmental reserve adjustment
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Insurance settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||
Impairment of IPR&D assets
|
—
|
|
|
—
|
|
|
9
|
|
|
4
|
|
||||
Adjusted EBITDA
|
$
|
142
|
|
|
$
|
135
|
|
|
$
|
382
|
|
|
$
|
373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
June 30
|
|
June 30
|
||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Operating income
|
$
|
22
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
80
|
|
Depreciation and amortization
(a)
|
18
|
|
|
18
|
|
|
55
|
|
|
55
|
|
||||
EBITDA
|
40
|
|
|
40
|
|
|
55
|
|
|
135
|
|
||||
Impairment of ASK joint venture
|
4
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||
Severance
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
Accelerated depreciation and other plant closure costs
|
9
|
|
|
—
|
|
|
16
|
|
|
2
|
|
||||
Adjusted EBITDA
|
$
|
53
|
|
|
$
|
40
|
|
|
$
|
134
|
|
|
$
|
137
|
|
|
|
|
|
|
|
|
|
(a)
|
Excludes
$9 million
and
$16 million
of accelerated depreciation for the three and
nine
months ended
June 30, 2014
, respectively, and
$2 million
of accelerated depreciation for the
nine
months ended
June 30, 2013
.
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
June 30
|
|
June 30
|
||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Operating income
|
$
|
90
|
|
|
$
|
77
|
|
|
$
|
246
|
|
|
$
|
222
|
|
Depreciation and amortization
|
9
|
|
|
9
|
|
|
27
|
|
|
26
|
|
||||
EBITDA
|
$
|
99
|
|
|
$
|
86
|
|
|
$
|
273
|
|
|
$
|
248
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
June 30
|
|
June 30
|
||||||||||||
(In millions)
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
Losses on pension and other postretirement plan
|
|
|
|
|
|
|
|
||||||||
remeasurement
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
(121
|
)
|
|
$
|
—
|
|
Pension and other postretirement net periodic income
|
|
|
|
|
|
|
|
||||||||
(excluding service cost)
|
14
|
|
|
17
|
|
|
38
|
|
|
49
|
|
||||
Restructuring activities (includes severance, integration
|
|
|
|
|
|
|
|
|
|
|
|
||||
and stranded divestiture costs)
|
(31
|
)
|
|
(17
|
)
|
|
(117
|
)
|
|
(46
|
)
|
||||
Environmental expense for divested businesses
|
(12
|
)
|
|
(16
|
)
|
|
(21
|
)
|
|
(20
|
)
|
||||
Other income (expense)
|
(4
|
)
|
|
5
|
|
|
5
|
|
|
(2
|
)
|
||||
Total unallocated expense
|
$
|
(49
|
)
|
|
$
|
(11
|
)
|
|
$
|
(216
|
)
|
|
$
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
||||||
|
June 30
|
||||||
(In millions)
|
2014
|
|
|
2013
|
|
||
Cash provided (used) by:
|
|
|
|
||||
Operating activities from continuing operations
|
$
|
404
|
|
|
$
|
397
|
|
Investing activities from continuing operations
|
(53
|
)
|
|
(150
|
)
|
||
Financing activities from continuing operations
|
(148
|
)
|
|
(417
|
)
|
||
Discontinued operations
|
21
|
|
|
22
|
|
||
Effect of currency exchange rate changes on cash and cash equivalents
|
—
|
|
|
2
|
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
224
|
|
|
$
|
(146
|
)
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
||||||
|
June 30
|
||||||
(In millions)
|
2014
|
|
|
2013
|
|
||
Cash flows provided (used) by operating activities from continuing operations
|
|
|
|
||||
Net income
|
$
|
165
|
|
|
$
|
278
|
|
Income from discontinued operations (net of tax)
|
(67
|
)
|
|
(60
|
)
|
||
Adjustments to reconcile income from continuing operations to
|
|
|
|
|
|
||
cash flows from operating activities
|
|
|
|
|
|
||
Depreciation and amortization
|
281
|
|
|
267
|
|
||
Debt issuance cost amortization
|
11
|
|
|
62
|
|
||
Purchased in-process research and development impairment
|
9
|
|
|
4
|
|
||
Deferred income taxes
|
(20
|
)
|
|
16
|
|
||
Equity income from affiliates
|
(22
|
)
|
|
(21
|
)
|
||
Distributions from equity affiliates
|
7
|
|
|
8
|
|
||
Gain from sale of property and equipment
|
(1
|
)
|
|
(1
|
)
|
||
Stock based compensation expense
|
26
|
|
|
24
|
|
||
Net gain on divestitures
|
(3
|
)
|
|
(6
|
)
|
||
Impairment of equity method investment
|
50
|
|
|
—
|
|
||
Losses on pension and other postretirement plan remeasurement
|
121
|
|
|
—
|
|
||
Change in operating assets and liabilities
(a)
|
(153
|
)
|
|
(174
|
)
|
||
Total cash flows provided by operating activities from continuing operations
|
$
|
404
|
|
|
$
|
397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
||||||
|
June 30
|
||||||
(In millions)
|
2014
|
|
|
2013
|
|
||
Cash flows provided (used) by investing activities from continuing operations
|
|
|
|
||||
Additions to property, plant and equipment
|
$
|
(152
|
)
|
|
$
|
(155
|
)
|
Proceeds from disposal of property, plant and equipment
|
9
|
|
|
4
|
|
||
Purchase of operations - net of cash acquired
|
(2
|
)
|
|
—
|
|
||
Proceeds from sale of operations or equity investments
|
92
|
|
|
1
|
|
||
Total cash flows used by investing activities from continuing operations
|
$
|
(53
|
)
|
|
$
|
(150
|
)
|
|
Nine months ended
|
||||||
|
June 30
|
||||||
(In millions)
|
2014
|
|
|
2013
|
|
||
Cash flows provided (used) by financing activities from continuing operations
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
$
|
—
|
|
|
$
|
2,320
|
|
Repayment of long-term debt
|
(12
|
)
|
|
(2,605
|
)
|
||
Proceeds from short-term debt
|
58
|
|
|
112
|
|
||
Repurchase of common stock
|
(125
|
)
|
|
(150
|
)
|
||
Debt issuance costs
|
—
|
|
|
(38
|
)
|
||
Cash dividends paid
|
(79
|
)
|
|
(62
|
)
|
||
Proceeds from exercise of stock options
|
1
|
|
|
1
|
|
||
Excess tax benefits related to share-based payments
|
9
|
|
|
5
|
|
||
Total cash flows used by financing activities from continuing operations
|
$
|
(148
|
)
|
|
$
|
(417
|
)
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
||||||
|
June 30
|
||||||
(In millions)
|
2014
|
|
|
2013
|
|
||
Cash provided (used) by discontinued operations
|
|
|
|
||||
Operating cash flows
|
$
|
48
|
|
|
$
|
53
|
|
Investing cash flows
|
(27
|
)
|
|
(31
|
)
|
||
Total cash flows provided by discontinued operations
|
$
|
21
|
|
|
$
|
22
|
|
|
Nine months ended
|
||||||
|
June 30
|
||||||
(In millions)
|
2014
|
|
|
2013
|
|
||
Cash flows provided by operating activities from continuing operations
|
$
|
404
|
|
|
$
|
397
|
|
Adjustments:
|
|
|
|
|
|
||
Additions to property, plant and equipment
|
(152
|
)
|
|
(155
|
)
|
||
Payment resulting from termination of interest rate swaps
(a)
|
—
|
|
|
52
|
|
||
Free cash flows
|
$
|
252
|
|
|
$
|
294
|
|
|
|
|
|
(a)
|
Since payment was generated as a result of financing activity, this amount has been included within this calculation.
|
|
|
|
|
|
|
|
|
|
|
June 30
|
|
|
September 30
|
|
||
(In millions)
|
2014
|
|
|
2013
|
|
||
Cash and cash equivalents
|
$
|
570
|
|
|
$
|
346
|
|
|
|
|
|
||||
Unused borrowing capacity
|
|
|
|
|
|
||
Revolving credit facility
|
$
|
1,127
|
|
|
$
|
1,119
|
|
Accounts receivable securitization facility
|
$
|
40
|
|
|
$
|
80
|
|
|
June 30
|
|
|
September 30
|
|
||
(In millions)
|
2014
|
|
|
2013
|
|
||
Short-term debt
|
$
|
365
|
|
|
$
|
308
|
|
Long-term debt (including current portion)
|
2,950
|
|
|
2,959
|
|
||
Total debt
|
$
|
3,315
|
|
|
$
|
3,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer Purchases of Equity Securities
(1)
|
|||||||||||
Period
|
Total Number of Shares Purchased (1)
|
Average Price Paid Per Share (2)
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans (3)
|
||||||
|
(a)
|
(b)
|
(c)
|
|
(d)
|
||||||
April 1 - April 30
|
352
|
|
$
|
96.77
|
|
0
|
|
$
|
1,350,000,000
|
|
|
May 1 - May 31
|
43,687
|
|
$
|
101.66
|
|
43,687
|
|
$
|
1,345,558,716
|
|
|
June 1 - June 30
|
380,916
|
|
$
|
104.63
|
|
380,916
|
|
$
|
1,305,702,984
|
|
|
Total
|
424,955
|
|
|
424,603
|
|
$
|
1,305,702,984
|
|
|
|
Ashland Inc.
|
|
(Registrant)
|
August 1, 2014
|
/s/ J. Kevin Willis
|
|
J. Kevin Willis
|
|
Senior Vice President and Chief Financial Officer
(on behalf of the Registrant and as principal
financial officer)
|
Exhibit No.
|
|
Description
|
10.1*
|
|
Fourth Amendment to Transfer and Administration Agreement, dated as of June 30, 2014, among Ashland Inc., CVG Capital III LLC, the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party thereto, and the Bank of Nova Scotia, as Agent for the Investors.
|
|
|
|
10.2*
|
|
First Amendment to Sale Agreement, dated as of June 30, 2014, among Ashland Inc., Hercules Incorporated, Ashland Specialty Ingredients G.P., ISP Technologies Inc., Ashland Elastomers LLC and CVG Capital III LLC.
|
|
|
|
12*
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
31.1*
|
|
Certificate of James J. O’Brien, Chief Executive Officer of Ashland pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certificate of J. Kevin Willis, Chief Financial Officer of Ashland pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32*
|
|
Certificate of James J. O’Brien, Chief Executive Officer of Ashland, and J. Kevin Willis, Chief Financial Officer of Ashland pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS**
|
|
XBRL Instance Document.
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
CVG CAPITAL III LLC, as SPV
|
|
|
|
|
|
|
|
|
By:
|
/s/ Brian D. Menshouse
|
|
Name:
|
Brian D. Menshouse
|
|
Title:
|
President
|
|
ASHLAND INC., individually and as Master Servicer
|
|
|
|
|
|
|
|
|
By:
|
/s/ Eric N. Boni
|
|
Name:
|
Eric N. Boni
|
|
Title:
|
Vice President and Treasurer
|
|
LIBERTY STREET FUNDING LLC, as a Conduit Investor and Uncommitted Investor
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jill A. Russo
|
|
Name:
|
Jill A. Russo
|
|
Title:
|
Vice President
|
|
GOTHAM FUNDING CORPORATION, as a Conduit Investor and Uncommitted Investor
|
|
|
|
|
|
|
|
|
By:
|
/s/ David V. DeAngelis
|
|
Name:
|
David V. DeAngelis
|
|
Title:
|
Vice President
|
|
THE BANK OF NOVA SCOTIA, as Agent, as a Letter of Credit Issuer, as a Managing Agent, Administrator and Committed Investor for the
Scotiabank Investor Group
|
|
|
|
|
|
|
|
|
By:
|
/s/ Darren Ward
|
|
Name:
|
Darren Ward
|
|
Title:
|
Director
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Managing Agent and Administrator
for the BTMU Investor Group
|
|
|
|
|
|
|
|
|
By:
|
/s/ Christopher Pohl
|
|
Name:
|
Christopher Pohl
|
|
Title:
|
Managing Director
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Letter of Credit Issuer and Committed Investor for the BTMU Investor Group
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark Campbell
|
|
Name:
|
Mark Campbell
|
|
Title:
|
Authorized Signatory
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a Letter of Credit Issuer, Managing Agent, Administrator, Committed Investor for the PNC Investor Group and Assignee
|
|
|
|
|
|
|
|
|
By:
|
/s/ Robyn Reeher
|
|
Name:
|
Robyn Reeher
|
|
Title:
|
Vice President
|
|
SUNTRUST BANK,
as a Letter of Credit Issuer, a Committed Investor, the Managing Agent and Administrator for the SunTrust Investor Group
|
|
|
|
|
|
|
|
|
By:
|
/s/ Emily Shields
|
|
Name:
|
Emily Shields
|
|
Title:
|
First Vice President
|
|
HERCULES INCORPORATED, as Originator
|
|
|
|
|
|
|
|
|
By:
|
/s/ Eric N.Boni
|
|
Name:
|
Eric N. Boni
|
|
Title:
|
Vice President - Finance
|
|
ASHLAND SPECIALTY INGREDIENTS G.P., as Originator
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lynn P. Freeman
|
|
Name:
|
Lynn P. Freeman
|
|
Title:
|
Vice President / Assistant Secretary and Treasurer
|
|
ISP TECHNOLOGIES INC., as Originator
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lynn P. Freeman
|
|
Name:
|
Lynn P. Freeman
|
|
Title:
|
Vice President / Assistant Secretary and Treasurer
|
|
ASHLAND ELASTOMERS LLC, as Originator
|
|
|
|
|
|
|
|
|
By:
|
/s/ Eric N.Boni
|
|
Name:
|
Eric N. Boni
|
|
Title:
|
Vice President - Finance
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CVG CAPITAL III LLC, as SPV
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By:
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/s/ Brian D. Menshouse
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Name:
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Brian D. Menshouse
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Title:
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President
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ASHLAND INC., individually and as Originator
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By:
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/s/ Eric N. Boni
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Name:
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Eric N. Boni
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Title:
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Vice President and Treasurer
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HERCULES INCORPORATED, as Originator
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By:
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/s/ Eric N.Boni
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Name:
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Eric N. Boni
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Title:
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Vice President - Finance
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ASHLAND SPECIALTY INGREDIENTS G.P., as Originator
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By:
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/s/ Lynn P. Freeman
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Name:
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Lynn P. Freeman
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Title:
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Vice President / Assistant Secretary and Treasurer
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ISP TECHNOLOGIES INC., as Originator
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By:
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/s/ Lynn P. Freeman
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Name:
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Lynn P. Freeman
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Title:
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Vice President / Assistant Secretary and Treasurer
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ASHLAND ELASTOMERS LLC, as Originator
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By:
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/s/ Eric N.Boni
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Name:
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Eric N. Boni
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Title:
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Vice President - Finance
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OBLGOR
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ADDITIONAL CRITERIA
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Reserved.
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Reserved.
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OBLGOR
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ADDITIONAL CRITERIA
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[Name of Obligor]
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Each Retained Receivable owing by this Obligor shall meet all the following criteria: (i) [___________], (ii) [___________] and (iii) such Receivable comes into existence on or after [___________].[
2
]
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1.
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I have reviewed this quarterly report on Form 10-Q of Ashland Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ James J. O’Brien
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James J. O’Brien
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Ashland Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ J. Kevin Willis
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J. Kevin Willis
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Chief Financial Officer
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(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ James J. O'Brien
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James J. O'Brien
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Chief Executive Officer
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August 1, 2014
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/s/ J. Kevin Willis
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J. Kevin Willis
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Chief Financial Officer
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August 1, 2014
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