UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

(Mark One)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

___________________________
FORM 10-Q
(Mark One)
þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2017

June 30, 2021

OR

o

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 GLOBAL HOLDINGS INC.


(a Delaware corporation)

I.R.S. No. 81-2587835


50 E. RiverCenter Boulevard
Covington, Kentucky 41011

8145 Blazer Drive

Wilmington, Delaware19808

Telephone Number (859) 815-3333


(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.    Yesþ   ☑No  o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).   Yesþ   ☑No  o

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. (Check One):

Large Accelerated Filerþ

Accelerated Filero

Non-Accelerated Filero

Smaller Reporting Companyo

 (Do not check if a smaller reporting company.)

Emerging Growth Companyo

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. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o No þ

At December 31, 2017,June 30, 2021, there were 62,228,81260,733,352 shares of Registrant’s Common Stock outstanding.




PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

 Three months ended
 December 31
(In millions except per share data - unaudited)2017
 2016
Sales$842
 $704
Cost of sales613
 515
Gross profit229
 189
    
Selling, general and administrative expense171
 157
Research and development expense21
 20
Equity and other income2
 3
Operating income39
 15
    
Net interest and other financing expense31
 122
Other net periodic benefit income
 2
Net loss on divestitures1
 1
Income (loss) from continuing operations before income taxes7
 (106)
Income tax expense (benefit) - Note I14
 (41)
Loss from continuing operations(7) (65)
Income from discontinued operations (net of tax) - Note D

3
 75
Net income (loss)(4) 10
Net income attributable to noncontrolling interest (a)

 11
Net loss attributable to Ashland$(4) $(1)
    
PER SHARE DATA   
Basic earnings per share - Note L 
  
Loss from continuing operations
$(0.12) $(1.05)
Income from discontinued operations attributable to Ashland0.05
 1.04
Net loss attributable to Ashland$(0.07) $(0.01)
    
Diluted earnings per share - Note L 
  
Loss from continuing operations

$(0.12) $(1.05)
Income from discontinued operations attributable to Ashland0.05
 1.04
Net loss attributable to Ashland$(0.07) $(0.01)
    
COMPREHENSIVE INCOME (LOSS)   
Net income (loss)$(4) $10
Other comprehensive income (loss), net of tax - Note M   
Unrealized translation gain (loss)3
 (146)
Net change in available-for-sale securities8
 
Pension and postretirement obligation adjustment
 (1)
Other comprehensive income (loss)11
 (147)
Comprehensive income (loss)$7
 $(137)
Comprehensive income attributable to noncontrolling interest
 10
Comprehensive income (loss) attributable to Ashland$7
 $(147)
    
(a)For the three months ended December 31, 2016, this represents the income attributable to the previous noncontrolling interest in Valvoline Inc., whose results are now included within discontinued operations. See Note B for more information.




 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions except per share data - unaudited)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Sales

 

$

637

 

 

$

574

 

 

$

1,786

 

 

$

1,717

 

Cost of sales

 

 

439

 

 

 

378

 

 

 

1,220

 

 

 

1,171

 

Gross profit

 

 

198

 

 

 

196

 

 

 

566

 

 

 

546

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expense

 

 

98

 

 

 

113

 

 

 

289

 

 

 

315

 

Research and development expense

 

 

15

 

 

 

14

 

 

 

44

 

 

 

48

 

Intangibles amortization expense

 

 

24

 

 

 

21

 

 

 

66

 

 

 

63

 

Equity and other income

 

 

1

 

 

 

0

 

 

 

7

 

 

 

7

 

Goodwill impairment

 

 

0

 

 

 

0

 

 

 

0

 

 

 

530

 

Operating income (loss)

 

 

62

 

 

 

48

 

 

 

174

 

 

 

(403

)

 

 

 

 

 

 

 

 

 

 

 

 

Net interest and other expense (income)

 

 

1

 

 

 

(14

)

 

 

18

 

 

 

113

 

Other net periodic benefit income

 

 

0

 

 

 

0

 

 

 

1

 

 

 

1

 

Net income on acquisitions and divestitures

 

 

2

 

 

 

0

 

 

 

11

 

 

 

3

 

Income (loss) from continuing operations before income taxes

 

 

63

 

 

 

62

 

 

 

168

 

 

 

(512

)

Income tax expense (benefit)

 

 

(24

)

 

 

12

 

 

 

(22

)

 

 

(21

)

Income (loss) from continuing operations

 

 

87

 

 

 

50

 

 

 

190

 

 

 

(491

)

Loss from discontinued operations (net of income taxes)

 

 

(7

)

 

 

(13

)

 

 

(14

)

 

 

(22

)

Net income (loss)

 

$

80

 

 

$

37

 

 

$

176

 

 

$

(513

)

 

 

 

 

 

 

 

 

 

 

 

 

PER SHARE DATA

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share - Note M

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

1.42

 

 

$

0.82

 

 

$

3.13

 

 

$

(8.11

)

Income (loss) from discontinued operations

 

 

(0.11

)

 

 

(0.21

)

 

 

(0.23

)

 

 

(0.36

)

Net income (loss)

 

$

1.31

 

 

$

0.61

 

 

$

2.90

 

 

$

(8.47

)

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share - Note M

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

1.40

 

 

$

0.81

 

 

$

3.09

 

 

$

(8.11

)

Income (loss) from discontinued operations

 

 

(0.11

)

 

 

(0.20

)

 

 

(0.22

)

 

 

(0.36

)

Net income (loss)

 

$

1.29

 

 

$

0.61

 

 

$

2.87

 

 

$

(8.47

)

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

80

 

 

$

37

 

 

$

176

 

 

$

(513

)

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized translation gain (loss)

 

 

23

 

 

 

7

 

 

 

37

 

 

 

(7

)

Other comprehensive income (loss)

 

 

23

 

 

 

7

 

 

 

37

 

 

 

(7

)

Comprehensive income (loss)

 

$

103

 

 

$

44

 

 

$

213

 

 

$

(520

)

 

 

 

 

 

 

 

 

 

 

 

 

 

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

2


ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions - unaudited)

 

June 30
2021

 

 

September 30
2020

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

262

 

 

$

454

 

Accounts receivable (a) - Note H

 

 

384

 

 

 

471

 

Inventories - Note F

 

 

517

 

 

 

529

 

Other assets

 

 

72

 

 

 

87

 

Current assets held for sale - Note B

 

 

0

 

 

 

6

 

Total current assets

 

 

1,235

 

 

 

1,547

 

Noncurrent assets

 

 

 

 

 

 

Property, plant and equipment

 

 

 

 

 

 

Cost

 

 

3,343

 

 

 

3,265

 

Accumulated depreciation

 

 

1,819

 

 

 

1,700

 

Net property, plant and equipment

 

 

1,524

 

 

 

1,565

 

Goodwill - Note G

 

 

1,901

 

 

 

1,758

 

Intangibles - Note G

 

 

1,133

 

 

 

1,013

 

Operating lease assets, net - Note I

 

 

134

 

 

 

137

 

Restricted investments - Note E

 

 

315

 

 

 

301

 

Asbestos insurance receivable (b) - Note L

 

 

136

 

 

 

136

 

Deferred income taxes

 

 

26

 

 

 

26

 

Other assets

 

 

362

 

 

 

394

 

Total noncurrent assets

 

 

5,531

 

 

 

5,330

 

Total assets

 

$

6,766

 

 

$

6,877

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Short-term debt - Note H

 

$

95

 

 

$

280

 

Current portion of long-term debt - Note H

 

 

6

 

 

 

0

 

Trade and other payables

 

 

236

 

 

 

233

 

Accrued expenses and other liabilities

 

 

241

 

 

 

277

 

Current operating lease obligations - Note I

 

 

24

 

 

 

23

 

Total current liabilities

 

 

602

 

 

 

813

 

Noncurrent liabilities

 

 

 

 

 

 

Long-term debt - Note H

 

 

1,578

 

 

 

1,573

 

Asbestos litigation reserve - Note L

 

 

501

 

 

 

513

 

Deferred income taxes

 

 

243

 

 

 

229

 

Employee benefit obligations - Note K

 

 

158

 

 

 

157

 

Operating lease obligations - Note I

 

 

118

 

 

 

124

 

Other liabilities

 

 

364

 

 

 

432

 

Total noncurrent liabilities

 

 

2,962

 

 

 

3,028

 

Commitments and contingencies - Note L

 

 

 

 

 

Stockholders’ equity

 

 

3,202

 

 

 

3,036

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

6,766

 

 

$

6,877

 

 

 

 

 

 

 

 


(a)
Accounts receivable includes an allowance for credit losses of $3 million at both June 30, 2021 and September 30, 2020.

(b)
Asbestos insurance receivable includes an allowance for credit losses of $3 million at June 30, 2021.
 December 31
 September 30
(In millions - unaudited)2017
 2017
    
ASSETS   
Current assets   
Cash and cash equivalents$601
 $566
Accounts receivable (a)
597
 612
Inventories - Note F674
 634
Other assets92
 91
Total current assets1,964
 1,903
Noncurrent assets 
  
Property, plant and equipment   
Cost3,795
 3,762
Accumulated depreciation1,850
 1,792
Net property, plant and equipment1,945
 1,970
Goodwill - Note G2,475
 2,465
Intangibles - Note G1,298
 1,319
Restricted investments - Note E315
 302
Asbestos insurance receivable - Note K205
 209
Deferred and other income taxes28
 28
Other assets425
 422
Total noncurrent assets6,691
 6,715
Total assets$8,655
 $8,618
    
LIABILITIES AND EQUITY 
  
Current liabilities 
  
Short-term debt - Note H$355
 $235
Trade and other payables382
 409
Accrued expenses and other liabilities266
 324
Total current liabilities1,003
 968
Noncurrent liabilities 
  
Long-term debt - Note H2,584
 2,584
Asbestos litigation reserve - Note K676
 694
Deferred and other income taxes390
 375
Employee benefit obligations - Note J194
 191
Other liabilities409
 400
Total noncurrent liabilities4,253
 4,244
Commitments and contingencies - Note K

 

Stockholders' equity3,399
 3,406
    
Total liabilities and stockholders' equity$8,655
 $8,618
    
(a)
Accounts receivable includes an allowance for doubtful accounts of $9 million at December 31, 2017 and September 30, 2017.








SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

3


ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED EQUITY

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other

 

 

 

 

 

 

Common

 

 

Paid-in

 

 

Retained

 

 

comprehensive

 

 

 

 

(In millions - unaudited)

 

stock

 

 

capital

 

 

earnings

 

 

income (loss) (a)

 

 

Total

 

BALANCE AT SEPTEMBER 30, 2020

 

$

1

 

 

$

769

 

 

$

2,649

 

 

$

(383

)

 

$

3,036

 

Adoption of new accounting pronouncement (b)

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

(2

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

176

 

 

 

 

 

 

176

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

37

 

 

 

37

 

Regular dividends, $0.850 per common share

 

 

 

 

 

 

(52

)

 

 

 

 

(52

)

Common shares issued under stock incentive and other plans (c)

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

7

 

BALANCE AT JUNE 30, 2021

 

$

1

 

 

$

776

 

 

$

2,771

 

 

$

(346

)

 

$

3,202

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(a)
AtJune 30, 2021andSeptember 30, 2020,the after-tax accumulated other comprehensive loss of $346 million and $383 million, respectively, was each comprised of net unrealized translation losses of $344 million and $381 million, respectively, and unrecognized prior service costs as a result of certain employee benefit plan amendments of $2 million each.
(b)


Represents the cumulative-effect adjustment, net of tax, for the adoption of the new accounting pronouncement related to the measurement of credit losses on financial instruments.

(c)
Common shares issued were 165,158 for theninemonths endedJune 30, 2021.
(In millions - unaudited)
Common
stock

 
Paid-in
capital

 
Retained
earnings

 
Accumulated
other
comprehensive
income (loss)

(a)Total
BALANCE AT SEPTEMBER 30, 2017$1
 $931
 $2,696
 $(222)
$3,406
Total comprehensive income (loss)         
Net loss 
   (4)  
(4)
Other comprehensive income      11
 11
Regular dividends, $0.225 per common share 
  
 (14)  
 (14)
Common shares issued under stock incentive and other plans (b)
 
 
    
 
BALANCE AT DECEMBER 31, 2017$1
 $931
 $2,678
 $(211)
$3,399
          
(a)
At December 31, 2017 and September 30, 2017, the after-tax accumulated other comprehensive loss attributable to Ashland of $211 million and $222 million, respectively, was comprised of net unrealized translation losses of $243 million and $246 million, respectively, net unrealized gains on available-for-sale securities of $29 million and $21 million, respectively, and unrecognized prior service credits as a result of certain employee benefit plan amendments of $3 million for each period.
(b)
Common shares issued were 111,400 for the three months ended December 31, 2017.



























SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

4


ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS

 

 

Nine months ended

 

 

 

June 30

 

(In millions - unaudited)

 

2021

 

 

2020

 

CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES FROM
   CONTINUING OPERATIONS

 

 

 

 

 

 

Net income (loss)

 

$

176

 

 

$

(513

)

Loss from discontinued operations (net of income taxes)

 

 

14

 

 

 

22

 

Adjustments to reconcile income from continuing operations to

 

 

 

 

 

 

cash flows from operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

189

 

 

 

183

 

Original issue discount and debt issuance costs amortization

 

 

4

 

 

 

14

 

Deferred income taxes

 

 

(3

)

 

 

(30

)

Gain from sales of property and equipment

 

 

(3

)

 

 

0

 

Distributions from (to) equity affiliates

 

 

1

 

 

 

(1

)

Stock based compensation expense

 

 

12

 

 

 

11

 

(Income) loss from restricted investments

 

 

(36

)

 

 

(17

)

Excess tax benefit on stock based compensation

 

 

1

 

 

 

1

 

Loss on early retirement of debt

 

 

0

 

 

 

59

 

(Income) loss on acquisitions and divestitures

 

 

(15

)

 

 

0

 

Impairments

 

 

9

 

 

 

530

 

Pension contributions

 

 

(6

)

 

 

(5

)

Change in operating assets and liabilities (a)

 

 

60

 

 

 

(101

)

Total cash flows provided by operating activities from continuing operations

 

 

403

 

 

 

153

 

CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES FROM
   CONTINUING OPERATIONS

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(77

)

 

 

(94

)

Proceeds from disposal of property, plant and equipment

 

 

4

 

 

 

1

 

Purchase of operations - net of cash acquired

 

 

(308

)

 

 

0

 

Proceeds from sale or restructuring of operations

 

 

14

 

 

 

0

 

Proceeds from settlement of Company-owned life insurance contracts

 

 

1

 

 

 

7

 

Company-owned life insurance payments

 

 

(1

)

 

 

(2

)

Net purchase of funds restricted for specific transactions

 

 

(1

)

 

 

(3

)

Reimbursements from restricted investments

 

 

25

 

 

 

26

 

Proceeds from sale of securities

 

 

56

 

 

 

16

 

Purchases of securities

 

 

(56

)

 

 

(16

)

Total cash flows used by investing activities from continuing operations

 

 

(343

)

 

 

(65

)

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES FROM
   CONTINUING OPERATIONS

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

0

 

 

 

804

 

Repayment of long-term debt

 

 

0

 

 

 

(767

)

Premium on long-term debt repayment

 

 

0

 

 

 

(59

)

Proceeds from (repayment of) short-term debt

 

 

(185

)

 

 

281

 

Debt issuance costs

 

 

0

 

 

 

(11

)

Cash dividends paid

 

 

(52

)

 

 

(50

)

Stock based compensation employee withholding taxes paid in cash

 

 

(6

)

 

 

(6

)

Total cash flows provided (used) by financing activities from continuing operations

 

 

(243

)

 

 

192

 

CASH PROVIDED (USED) BY CONTINUING OPERATIONS

 

 

(183

)

 

 

280

 

Cash provided (used) by discontinued operations

 

 

 

 

Operating cash flows

 

 

(4

)

 

 

(98

)

Investing cash flows

 

 

(9

)

 

 

1

 

Total cash used by discontinued operations

 

 

(13

)

 

 

(97

)

Effect of currency exchange rate changes on cash and cash equivalents

 

 

4

 

 

 

1

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

(192

)

 

 

184

 

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

 

 

454

 

 

 

232

 

CASH AND CASH EQUIVALENTS - END OF PERIOD

 

$

262

 

 

$

416

 

 

 

 

 

 


(a)
Excludes changes resulting from operations acquired, sold or held for sale.

 Three months ended
 December 31
(In millions - unaudited)2017
 2016
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES FROM   
CONTINUING OPERATIONS   
Net income (loss)$(4) $10
Income from discontinued operations (net of tax)(3) (75)
Adjustments to reconcile income from continuing operations to 
  
cash flows from operating activities 
  
Depreciation and amortization79
 68
Original issue discount and debt issuance cost amortization2
 94
Deferred and other income taxes8
 2
Stock based compensation expense7
 5
Gain on early retirement of debt
 (3)
Realized gain and investment income on available-for-sale securities(3) (3)
Net loss on divestitures1
 1
Pension contributions(2) (1)
Gain on post-employment plan remeasurement
 (2)
Change in operating assets and liabilities (a)
(109) (156)
Total cash flows used by operating activities from continuing operations(24) (60)
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES FROM 
  
CONTINUING OPERATIONS 
  
Additions to property, plant and equipment(24) (33)
Proceeds from disposal of property, plant and equipment1
 
Proceeds from sale of operations1
 
Net purchase of funds restricted for specific transactions(5) (2)
Reimbursements from restricted investments5
 
Proceeds from sales of available-for-sale securities5
 
Purchases of available-for-sale securities(5) 
Proceeds from the settlement of derivative instruments
 4
Payments for the settlement of derivative instruments(2) 
Total cash flows used by investing activities from continuing operations(24) (31)
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES FROM 
  
CONTINUING OPERATIONS 
  
Repayment of long-term debt(2) (239)
Premium on long-term debt repayment
 (5)
Proceeds (repayment) from short-term debt120
 (154)
Debt issuance costs
 (4)
Cash dividends paid(14) (24)
Stock based compensation employee withholding taxes paid in cash(5) (8)
Total cash flows provided (used) by financing activities from continuing operations99
 (434)
CASH USED BY CONTINUING OPERATIONS51
 (525)
Cash provided (used) by discontinued operations 
  
Operating cash flows, net(16) 70
Investing cash flows, net
 (10)
Financing cash flows, net
 (10)
Total cash provided (used) by discontinued operations(16) 50
Effect of currency exchange rate changes on cash and cash equivalents
 (9)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS35
 (484)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD566
 1,017
Change in cash and cash equivalents held by Valvoline
 (65)
CASH AND CASH EQUIVALENTS - END OF PERIOD$601
 $468
    
(a)Excludes changes resulting from operations acquired or sold.




SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

5


ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





NOTE ASIGNIFICANT 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. Additionally, certain prior period data, primarily related to discontinued operations, have been reclassified in the Consolidated Financial Statements and accompanying notes to conform to the current period presentation, as further described in this section. These statements omit certain information and footnote disclosures required for complete annual financial statements and, therefore, should be read in conjunction with Ashland’sAshland Global Holdings Inc. and consolidated subsidiaries (Ashland) Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2020. Results of operations for the period ended December 31, 2017June 30, 2021 are not necessarily indicative of the expected results for the remaining quartersquarter in the fiscal year.

On May 12, 2017, Ashland completed All amounts are presented in millions except per-share amounts.

Ashland’s reportable segments include the distribution of its remaining 170 million shares of common stock of Valvoline Inc. which represented approximately 83% ofconsumer specialty businesses: Life Sciences and Personal Care & Household; the total outstanding shares of Valvoline Inc.'s common stock. This separation from Valvoline represented a strategic shift in Ashland's businessindustrial specialty businesses: Specialty Additives and qualified as a discontinued operation. Accordingly, Valvoline's operating results and cash flows for the three months ended December 31, 2016 have been classified as discontinued operations within the Condensed Consolidated Financial Statements. See Note B for additional information on the separation of Valvoline Inc.

Subsequent to completing the separation from Valvoline Inc., Ashland's operations are managed within the following three reportable segments: Specialty Ingredients, CompositesPerformance Adhesives; and Intermediates and Solvents. 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, revenues and expenses, and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets (including goodwill and other intangible assets), income taxes and liabilities and receivables associated with asbestos litigation and environmental remediation. 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 standards

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, 2017.2020. The following standards relevant to Ashland were either issued or adopted in the current period,fiscal year or will become effective in a subsequent period.

In May 2014,June 2016, the FASB issued amended accounting guidance outlining a single comprehensive five steprelated to the measurement of credit losses on financial instruments. The amended accounting guidance changes the impairment model for entitiesmost financial assets to use in accountingrequire measurement and recognition of expected credit losses for revenue arising from contracts with customers (ASC 606 Revenue from Contracts with Customers). The new guidance supersedes most current revenue recognition guidance, in an

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE ASIGNIFICANT ACCOUNTING POLICIES (continued)

effort to converge the revenue recognition principles within U.S. GAAP. This new guidance also requires entities to disclose certain quantitative and qualitative information regarding the nature, amount, timing and uncertainty of qualifying revenue and cash flows arising from contracts with customers. Entities have the option of using a full retrospective or a modified retrospective approach to adopt the new guidance. Ashland has identified an implementation team that is currently evaluating the impact of the new standard on the Condensed Consolidated Financial Statements and the adoption method options available as well as the overall impact the new guidance will have on the organization. The assessment process consists of categorizing Ashland’s revenue streams and reviewing the current internal accounting policies and practices to determine potential differences that would result from applying the requirements of the new standard to revenue contracts. Additional discussions and meetings with each revenue stream team have occurred to solicit input, identify potential impacts and appropriate changes to Ashland’s business processes, systems and controls to support the revenue recognition and disclosure requirements under the new standard. Based on various preliminary assessments conducted to date, Ashland has identified agreements with distributors and customers that are subject to rebate and incentive programs that could contain elements of material rights and/or variable consideration. Ashland does not currently believe that these elements would result in a material change to how revenue would be recognized for these agreements. Ashland currently intends to adopt this standard using the modified retrospective approach and does not believe the impact will be material to the Condensed Consolidated Financial Statements but does expect there to be significant additional disclosures within the Notes to Condensed Consolidated Financial Statements.financial assets held. This guidance becomesbecame effective for Ashland on October 1, 2018.
In March 2017, the FASB issued accounting guidance that will change how employers who sponsor defined benefit pension and/or postretirement benefit plans present the net periodic benefit cost in the Statement of Consolidated Comprehensive Income (Loss). This guidance requires employers to present the service cost component of net periodic benefit cost in the same caption within the Statement of Consolidated Comprehensive Income (Loss) as other employee compensation costs from services rendered during the period. All other components of the net periodic benefit cost will be presented separately outside of the operating income caption. This guidance must be applied retrospectively. Ashland elected to early adopt this guidance on October 1, 2017, which resulted in a reclassification of $2 million in income from the selling, general and administrative expense and cost of sales captions to the other net periodic benefit income caption in the Statement of Consolidated Comprehensive Income (Loss) for the three months ended December 31, 2016. The components of net periodic benefits income (costs) reclassified primarily relate to interest cost, expected return on assets, curtailments, settlements and actuarial gains and losses. Ashland did not have to adjust the classification of service cost since it previously was recorded within the caption required by the new guidance. See Note J for additional information on net periodic benefit costs.
In March 2016, the FASB issued new accounting guidance for certain aspects of share-based payments to employees. This guidance requires all excess tax benefits and tax deficiencies related to share-based payments to be recognized as income tax expense in the Statements of Consolidated Comprehensive Income (Loss) instead of additional paid-in capital, and changes the classification of excess tax benefits from a financing activity to an operating activity within the Statements of Condensed Consolidated Cash Flows. This guidance also allows entities to make an accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. In addition, this guidance increases the amount an employer can withhold to cover income taxes on awards and still qualify for equity classification and requires that cash paid by an employer when directly withholding shares for tax-withholding purposes be classified as a financing activity within the Statements of Condensed Consolidated Cash Flows. The guidance became effective for Ashland and was adopted on October 1, 2017. The guidance specifically related to the Statements of Consolidated Comprehensive Income (Loss) was adopted prospectively while the guidance related to the Statements of Condensed Consolidated Cash Flows was adopted retrospectively, as required by the guidance.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE ASIGNIFICANT ACCOUNTING POLICIES (continued)

Upon adoption, the overall impact on Ashland's Condensed Consolidated Financial Statements was not significant.
NOTE B– VALVOLINE
Ashland Separation of Valvoline
On September 22, 2015, Ashland announced that the Board of Directors approved proceeding with a plan to separate Ashland into two independent, publicly traded companies comprising of the new Ashland (now known as Ashland Global Holdings Inc.) and Valvoline Inc. The initial step of the separation, the initial public offering (IPO) of Valvoline Inc., closed on September 28, 2016. As discussed further within the Final Separation section of this Note, Ashland completed the distribution of its remaining shares in Valvoline Inc. on May 12, 2017. The new Ashland is a premier global leader in providing specialty chemical solutions to customers in a wide range of consumer and industrial markets. Key markets and applications include pharmaceutical, personal care, food and beverage, architectural coatings, adhesives, automotive, construction and energy.
After completing the IPO on September 28, 2016 and before the distribution of its remaining shares on May 12, 2017, Ashland owned 170 million shares of Valvoline Inc.’s common stock which represented approximately 83% of the total outstanding shares of Valvoline Inc.’s common stock.2020. As a result, Ashland continuedrecorded a $3 million increase in its allowance for credit losses, primarily related to consolidate Valvoline withinasbestos receivables, and a $2 million decrease to retained earnings, net of tax, reflecting the Condensed Consolidated Financial Statements up untilcumulative effect on retained earnings.

6


Under the distributionnew expected credit loss model, Ashland records an allowance for credit losses inherent in its receivables from revenue transactions and reinsurance recoverables. The allowance for credit losses is a valuation account deducted from the amortized cost basis of the remaining shares. The resulting outside stockholders’ interests in Valvoline Inc., which was approximately 17%, was presented separately as a noncontrolling interest within Ashland’s equity inassets to present their net carrying value at the Condensed Consolidated Balance Sheets up untilamount expected to be collected. Ashland estimates expected credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the distributioncollectability of the reported amount. When measuring expected credit losses, Ashland pools assets with similar country risk and credit risk characteristics. Each period the allowance for credit losses is adjusted through earnings to reflect expected credit losses over the remaining shares. The amountlives of consolidated net income attributable to these minority holders is presented as a separate caption on the Statement of Consolidated Comprehensive Income (Loss) forassets. For the three and nine months ended December 31, 2016.

Final Separation
Ashland completed the distribution of its remaining 170 million shares of common stock of Valvoline Inc. as a pro rata dividend on shares of Ashland common stock outstanding at the close of business on the record date of May 5, 2017. Based on the shares of Ashland common stock outstanding as of May 5, 2017, the record date for the distribution, each share of Ashland common stock received 2.745338 shares of Valvoline common stock in the distribution. The distribution was recorded at the carrying amount of Valvoline Inc.'s net assets which was a deficit of $187 million as of May 12, 2017, as follows:
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – VALVOLINE (continued)



 May 12
(In millions)2017
ASSETS 
Current assets 
Cash179
Accounts receivable, net385
Inventories153
Other current assets24
Total current assets741
Noncurrent assets 
Net property, plant and equipment357
Goodwill329
Equity and other unconsolidated investments31
Deferred income taxes391
Other noncurrent assets93
Total noncurrent assets1,201
Total assets$1,942
LIABILITIES AND EQUITY 
Current liabilities 
Short-term debt75
Current portion of long-term debt16
Trade and other payables353
Other current liabilities34
Total current liabilities478
Noncurrent liabilities 
Long-term debt662
Employee benefit obligations826
Other long-term liabilities163
Total noncurrent liabilities1,651
Total liabilities$2,129
Net deficit$(187)
A Tax Matters Agreement between Ashland and Valvoline Inc. governs the rights and obligations after the separation regarding certain income taxes and other taxes, including certain tax liabilities and benefits, attributes, returns and contests.
Discontinued Operations Assessment
Valvoline met the criteria to qualify as a discontinued operation and accordingly, its operating results and cash flows for the three months ended December 31, 2016 have been classified as discontinued operationsending June 30, 2021, no significant credit losses were incurred within the Condensed Consolidated Financial Statements. See Note D for more information.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE B – VALVOLINE (continued)



Costs of transaction
Ashland recognized separation costs of $6 million and $28 million for the three months ended December 31, 2017 and 2016, respectively. Of these amounts, $6 million of separation costs directly related to Valvoline and were included within the discontinued operations caption of the Statement of Consolidated Comprehensive Income (Loss) for the three months ended December 31, 2016. Otherwise, separation costs are recorded within the selling, general and administrative expense caption of the Statements of Consolidated Comprehensive Income (Loss).

NOTE CB– ACQUISITIONS

Pharmachem
Background
AND DIVESTITURES

Acquisitions

Personal Care & Household acquisition

On May 17, 2017,April 30, 2021, Ashland completed its acquisition of the stockpersonal care business of Pharmachem Laboratories, Inc. (Pharmachem)Schülke & Mayr GmbH (Schülke), a leading providerportfolio company of quality ingredients to the global health and wellness industries and high-value differentiated products to fragrance and flavor houses. With annual revenues of approximately $300 million and 14 manufacturing facilities in the United States and Mexico, New Jersey-based Pharmachem develops, manufactures and supplies custom and branded nutritional and fragrance products.investment organization EQT. Ashland has included Pharmachemthe purchase of this business within the Specialty IngredientsPersonal Care and Household reporting segment.

Purchase price allocation

The acquisition was recorded by Ashland using the purchase method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities acquiredassumed based on respective fair values.

The all-cash purchase price of PharmachemSchülke was $680$311 million. Ashland incurred acquisition related transaction cost of $2 million and $4 million during the three and nine months ended June 30, 2021, respectively, which included working capital adjustmentsare recorded within the net income on acquisitions and divestitures caption within the Statement of approximately $20 million. Consolidated Comprehensive Income (Loss). Within this same caption, Ashland recognized income of $4 million and $1 million during the three and nine months ended June 30, 2021, respectively, associated with foreign currency derivative gains on foreign exchange contracts entered into to mitigate the exposure of the Euro dominated purchase price. The following table summarizes the current preliminary values of the assets acquired and liabilities assumed at the date of acquisition.

 

 

At April 30,

 

Preliminary purchase price allocation (In millions)

 

2021

 

Assets:

 

 

 

Cash and cash equivalents

 

$

3

 

Accounts receivable

 

 

6

 

Inventories

 

 

12

 

Net property, plant and equipment

 

 

3

 

Goodwill

 

 

129

 

Intangibles

 

 

185

 

Liabilities:

 

 

 

Trade and other payables

 

 

(3

)

Deferred income taxes

 

 

(18

)

Employee benefit obligations

 

 

(6

)

Total purchase price

 

$

311

 

 At
 May 17, 2017
Preliminary purchase price allocation (in millions)As Adjusted
Assets: 
Accounts receivable52
Inventory74
Other current assets4
Intangible assets330
Goodwill287
Property, plant and equipment97
Other noncurrent assets20
Liabilities: 
Accounts payable(32)
Deferred tax - net(138)
Other noncurrent liabilities(14)
Total purchase price$680
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE C – ACQUISITIONS (continued)



As of December 31, 2017,June 30, 2021, the purchase price allocation for the acquisition was preliminary.preliminary and subject to completion. Adjustments to the current fair value estimates in the above table may occur as the process conducted for various valuations and assessments, including certain tangible and intangible assets, are finalized. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were based on strategic and synergistic benefits

7


that are expected to be realized from the acquisition. NoneA portion of the goodwill associated with foreign asset deal entities is expected to be deductible for income tax purposes.

Intangible assets identified

The purchase price allocation included $330 $185million of certain definite-lived intangible assets which are being amortized over the estimated useful life in proportion to the economic benefits consumed. The determination of the useful lives is based upon various industry studies, historical acquisition experience, economic factors, and future cash flows of the combined company. In addition, Ashland reviewed certain technological trends and also considered the relative stability and retention rates in the current PharmachemSchülke personal care customer base.

The following details the total intangible assets identified as of May 17, 2017.April 30, 2021.

 

 

 

 

 

Weighted-average

 

 

 

 

 

amortization period

Intangible asset type (in millions)

 

Value

 

 

(years)

Trademarks and trade names

 

$

42

 

 

20

Intellectual property

 

 

24

 

 

9

Customer and supplier relationships

 

 

119

 

 

20

Total

 

$

185

 

 

 

Divestitures

Composites and Marl facility

On August 30, 2019, Ashland completed the sale of its Composites business (excluding the Maleic business) and butanediol manufacturing facility in Marl, Germany to INEOS Enterprises (INEOS).

On September 30, 2020, Ashland completed the sale of its Maleic business to AOC Materials, LLC (AOC). Net proceeds from the sale were approximately $98 million.

The disposal of the Composites business and Maleic business represented a strategic shift and had a major effect on Ashland’s operations and financial results. The operating results and cash flows related to Composites and the Marl facility, including the Maleic business, have been reflected as discontinued operations in the Statements of Consolidated Comprehensive Income (Loss) and Statements of Condensed Consolidated Cash Flows. See Note C of the Notes to Condensed Consolidated Financial Statements for the results of operations for Composites and the Marl facility, including the Maleic business, for all periods presented.

Subsequent to the completion of the sale, Ashland is providing certain transition services to INEOS for a fee. While the transition services are expected to vary in duration depending upon the type of service provided, Ashland expects to reduce certain costs as the transition services are completed. Ashland recognized transition service fee income of $3 million during the three months ended June 30, 2021 and 2020, respectively, and $8 million and $9 million during the nine months ended June 30, 2021 and 2020, respectively.

Other manufacturing facility sales

During the nine months ended June 30, 2021, Ashland completed the sale of a Specialty Additives facility, the assets and liabilities of which were classified as held for sale as of September 30, 2020. Net proceeds received from the sale were approximately $14 million in the December 31, 2020 quarter ($20 million in total including a deposit received in fiscal year 2020). The Company recognized a pre-tax gain of $14 million recorded within the Net income on acquisitions and divestitures caption in the Statements of Consolidated Comprehensive Income (Loss) for the nine months ended June 30, 2021.

   Weighted-average
   amortization period
Intangible asset type (in millions)Value
 (years)
Trademarks and trade names$26
 15
Intellectual property68
 22
Customer and supplier relationships236
 20
Total$330
  

NOTE D –C– DISCONTINUED OPERATIONS

In previous periods,

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 and are discussed further within this note.

presented.

8


As previously discussed in Notes A and B, Ashland completed the distribution of its remaining 170 million shares of common stock of Valvoline Inc. on May 12, 2017. Ashland determined that the Valvoline separation qualified as a discontinued operation, in accordance with U.S. GAAP, since it represents a strategic shift for Ashland and has a major effect on Ashland's operations and financial results. Accordingly, Valvoline's operating results and cash flows for the three months ended December 31, 2016 have been classified as discontinued operations within the Condensed Consolidated Financial Statements.

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 and nine months ended December 31, 2017June 30, 2021 and 2016.2020.

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Income (loss) from discontinued operations (net of tax)

 

 

 

 

 

 

 

 

 

 

 

 

Composites/Marl facility

 

$

2

 

 

$

1

 

 

$

1

 

 

$

5

 

Valvoline

 

 

2

 

 

 

0

 

 

 

2

 

 

 

(1

)

Asbestos

 

 

(8

)

 

 

(8

)

 

 

(8

)

 

 

(15

)

Water Technologies

 

 

(1

)

 

 

(1

)

 

 

(1

)

 

 

(1

)

Distribution

 

 

(2

)

 

 

(5

)

 

 

(4

)

 

 

(7

)

Gain (loss) on disposal of discontinued operations (net of taxes)

 

 

 

 

 

 

 

 

 

 

 

 

Composites/Marl facility

 

 

0

 

 

 

0

 

 

 

(4

)

 

 

(3

)

 

$

(7

)

 

$

(13

)

 

$

(14

)

 

$

(22

)

 

 

 

 

 

 

 

 

 

 

 

 

 

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE D – DISCONTINUED OPERATIONS (continued)

 Three months ended
 December 31
(In millions)2017
 2016
Income from discontinued operations (net of tax)   
Valvoline$3
 $75
Total income from discontinued operations (net of tax)$3
 $75

The following table presents a reconciliation of the historically reported captions within Ashland's Statements of Consolidated Comprehensive Income (Loss) for the income (loss) from discontinued operations attributable to Valvoline Composites and the Marl facility for the three and nine months ended June 30, 2020. The Maleic business, which was sold during fiscal 2020 to AOC, was operated under the Composites business and Marl facility disposal group and is therefore reported in discontinued operations.

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

2020

 

 

2020

 

Income (loss) from discontinued operations attributable
   to Composites/Marl facility

 

 

 

 

 

 

Sales

 

$

10

 

 

$

38

 

Cost of sales

 

 

(6

)

 

 

(26

)

Selling, general and administrative expense

 

 

(2

)

 

 

(5

)

Equity and other income

 

 

0

 

 

 

2

 

Pretax income of discontinued operations

 

 

2

 

 

 

9

 

Income tax expense

 

 

(1

)

 

 

(4

)

Income from discontinued operations

 

$

1

 

 

$

5

 

NOTE D – RESTRUCTURING ACTIVITIES

Company-wide restructuring activities

Ashland periodically implements company-wide 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.

9


Fiscal 2020 and 2021 restructuring program

Ashland incurred severance income of $6 million and expense of $12 million during the three months ended June 30, 2021 and 2020, respectively, and $2 million and $30 million during the nine months ended June 30, 2021 and 2020, respectively, attributable to executive management changes and business management changes within the organization. As of June 30, 2021, the severance reserve associated with this transition was $14 million.

The following table details at June 30, 2021 and 2020, the amount of restructuring severance reserves related to this program. The severance reserves were primarily recorded within accrued expenses and other liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2021 and 2020.

(In millions)

Severance costs

 

Balance at of September 30, 2020

 

39

 

Restructuring reserve

 

2

 

Utilization (cash paid)

 

(27

)

Balance at June 30, 2021

$

14

 

(In millions)

Severance costs

 

Balance at of September 30, 2019

 

0

 

Restructuring reserve

 

30

 

Utilization (cash paid)

 

(8

)

Balance at June 30, 2020

$

22

 

Fiscal 2018 restructuring program

During fiscal 2018, Ashland initiated a company-wide cost reduction program as a result of ongoing strategic asset plans and activities. As part of this restructuring program, Ashland announced a voluntary severance offer to certain qualifying employees that was formally approved during 2018. Additionally, during fiscal 2018, an involuntary program for employees was also initiated as part of the restructuring program. These programs resulted in additional severance expense of 0for the three months ended December 31, 2016.

June 30, 2021 and 2020, and 0 and $1 million for the nine months ended June 30, 2021 and 2020, respectively, which was primarily recorded within the selling, general and administrative expense caption of the Statement of Consolidated Comprehensive Income (Loss). As of June 30, 2021, the severance reserve for the company-wide restructuring program was 0.

The following table details at June 30, 2020, the amount of restructuring reserves related to the programs discussed above, and the related activity in these reserves during the nine months ended June 30, 2020. The severance reserve was primarily recorded within accrued expenses and other liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2020.

(In millions)

Severance costs

 

Balance at of September 30, 2019

 

7

 

Restructuring reserve

 

1

 

Utilization (cash paid)

 

(8

)

Balance at June 30, 2020

$

0

 

 Three months ended
(In millions)December 31, 2016
Income from discontinued operations 
attributable to Valvoline

 
Sales$489
Cost of sales(293)
Selling, general and administrative expense(82)
Research and development expense(3)
Equity and other income9
Operating income of discontinued operations120
Net interest and other financing expense(10)
Pretax income of discontinued operations110
Income tax expense(35)
Income from discontinued operations$75

NOTE E – FAIR VALUE MEASUREMENTS

As required by U.S. GAAP, Ashland uses applicable guidance for defining fair value, the initial recording and periodic remeasurement of certain assets and liabilities measured at fair value and related disclosures for instruments measured at fair value. Fair value accounting guidance establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. The three levels within the fair value hierarchy are described as follows.

Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

10


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

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE E – FAIR VALUE MEASUREMENTS (continued)

models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment.

For assets that are measured using quoted prices in active markets (Level 1), the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using significant other observable inputs (Level 2) are primarily valued by reference to quoted prices of similar assets or liabilities in active markets, adjusted for any terms specific to that asset or liability. For all other assets and liabilities for which unobservable inputs are used (Level 3), fair value is derived through the use ofusing 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, 2017.

June 30, 2021.

 

 

Carrying

 

 

Total
fair

 

 

Quoted prices
in active
markets for
identical
assets

 

 

Significant
other
observable
inputs

 

 

Significant
unobservable
inputs

 

(In millions)

 

value

 

 

value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

262

 

 

$

262

 

 

$

262

 

 

$

0

 

 

$

0

 

Restricted investments (a)

 

 

342

 

 

 

342

 

 

 

342

 

 

 

0

 

 

 

0

 

Investment of captive insurance company (b)

 

 

8

 

 

 

8

 

 

 

8

 

 

 

0

 

 

 

0

 

Foreign currency derivatives

 

 

1

 

 

 

1

 

 

 

0

 

 

 

1

 

 

 

0

 

Total assets at fair value

 

$

613

 

 

$

613

 

 

$

612

 

 

$

1

 

 

$

0

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Foreign currency derivatives

 

$

1

 

 

$

1

 

 

$

0

 

 

$

1

 

 

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Included in restricted investments is $27 million classified in the other current assets caption on 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$601
 $601
 $601
 $
 $
Restricted investments (a)
345
 345
 345
 
 
Deferred compensation investments (b)
160
 160
 
 160
 
Investments of captive insurance company (b)
3
 3
 3
 
 
Foreign currency derivatives4
 4
 
 4
 
Total assets at fair value$1,113
 $1,113
 $949
 $164
 $
          
Liabilities 
  
  
  
  
Foreign currency derivatives$13
 $13
 $
 $13
 $
          
(b)
Included in other noncurrent assets in the Condensed Consolidated Balance Sheets.
(a)Included in restricted investments is $30 million classified in the other current assets caption on the Condensed Consolidated Balance Sheets.
(b)Included in other noncurrent assets in the Condensed Consolidated Balance Sheets.

The following table summarizes financial asset instruments subject to recurring fair value measurements as of September 30, 2017.

2020.

 

 

Carrying

 

 

Total
fair

 

 

Quoted prices
in active
markets for
identical
assets

 

 

Significant
other
observable
inputs

 

 

Significant
unobservable
inputs

 

(In millions)

 

value

 

 

value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

454

 

 

$

454

 

 

$

454

 

 

$

0

 

 

$

0

 

Restricted investments (a)

 

 

331

 

 

 

331

 

 

 

331

 

 

 

0

 

 

 

0

 

Investment of captive insurance company (b)

 

 

9

 

 

 

9

 

 

 

9

 

 

 

0

 

 

 

0

 

Foreign currency derivatives

 

 

1

 

 

 

1

 

 

 

0

 

 

 

1

 

 

 

0

 

Total assets at fair value

 

$

795

 

 

$

795

 

 

$

794

 

 

$

1

 

 

$

0

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency derivatives

 

$

3

 

 

$

3

 

 

$

0

 

 

$

3

 

 

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Included in restricted investments is $30 million classified in the other current assets caption on the Condensed Consolidated Balance Sheets.
(b)
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE E – FAIR VALUE MEASUREMENTS (continued)

(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$566
 $566
 $566
 $
 $
Restricted investments (a)
332
 332
 332
 
 
Deferred compensation investments (b)
158
 158
 
 158
 
Investments of captive insurance company (b)
3
 3
 3
 
 
Foreign currency derivatives2
 2
 
 2
 
Total assets at fair value$1,061
 $1,061
 $901
 $160
 $
          
Liabilities 
  
  
  
  
Foreign currency derivatives$36
 $36
 $
 $36
 $
          
(a)Included in restricted investments is $30 million classified in the other current assets caption on the Condensed Consolidated Balance Sheets.
(b)Included in other noncurrent assets in the Condensed Consolidated Balance Sheets.
Restricted investments
During 2015, Ashland and Hercules entered into a comprehensive settlement agreement related to certain insurance coverage for asbestos bodily injury claims with Underwriters at Lloyd’s, certain London Companies and Chartis (AIG) member companies, along with National Indemnity Company and Resolute Management, Inc., under which Ashland and Hercules received a total of $398 million (the January 2015 asbestos insurance settlement). Ashland placed $335 million of the settlement funds from the January 2015 asbestos insurance settlement into a renewable annual trust restricted for the purpose of paying ongoing and future litigation defense and claim settlement costs incurred in conjunction with asbestos claims. These funds were classified primarily as noncurrent restricted investment assets, with $30 million classified within other current assets in the Condensed Consolidated Balance Sheets as of December 31, 2017 and September 30, 2017.Sheets.
During 2015, Ashland diversified the restricted

11


Restricted investments received from the January 2015 asbestos insurance settlement into primarily equity and corporate bond mutual funds that are designated as available-for-sale securities, classified as Level 1 measurements within the fair value hierarchy. Available-for-sale securities are reported at fair value with unrealized gains and losses, net of related deferred income taxes, included in the stockholders' equity section of the Condensed Consolidated Balance Sheets as a component of accumulated other comprehensive income (AOCI).

Investment income and realized gains and losses on the available-for-sale securitiesthese company-restricted investments are reported inwithin the net interest and other financing expense caption inon the Statements of Consolidated Comprehensive Income. Income (Loss). The following table provides a summary of the available-for-sale securitiesactivity within the investment portfolio as of December 31, 2017June 30, 2021 and September 30, 2017:2020:

(In millions)

 

June 30
2021

 

 

September 30
2020

 

Original cost

 

$

335

 

 

$

335

 

Accumulated adjustments, net (a)

 

 

(50

)

 

 

(30

)

Adjusted cost, beginning of year

 

 

285

 

 

 

305

 

Investment income (b)

 

 

10

 

 

 

10

 

Net unrealized gain (c)

 

 

55

 

 

 

46

 

Realized gains (c)

 

 

16

 

 

 

2

 

Settlement funds

 

 

1

 

 

 

3

 

Disbursements

 

 

(25

)

 

 

(35

)

Fair value

 

$

342

 

 

$

331

 

 

 

 

 

 

 

 

(a)
The accumulated adjustments include investment income, realized gains, disbursements and settlements recorded in previous periods.
(b)
Investment income for the demand deposit includes interest income as well as dividend income transferred from the equity and fixed income mutual funds.
(c)
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Presented under the original cost method.
NOTE E – FAIR VALUE MEASUREMENTS (continued)

 December 31
 September 30
(In millions)2017
 2017
Original cost$335
 $335
Accumulated adjustments, net (a)

(38) (24)
Adjusted cost, beginning of year297
 311
Investment income (b)
2
 9
Unrealized gain45
 35
Realized gain1
 2
Settlement funds5
 2
Disbursements(5) (27)
Fair value$345
 $332
    
(a)The accumulated adjustments include investment income, realized gains, disbursements and settlements recorded in previous periods.
(b)Investment income for the demand deposit includes interest income as well as dividend income transferred from the equity and corporate bond mutual funds.

The following table presents gross unrealized gains and losses for the restricted investment available-for-sale securities as of December 31, 2017June 30, 2021 and September 30, 2017:2020:

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

(In millions)

 

Adjusted Cost

 

 

Unrealized Gain

 

 

Unrealized Loss

 

 

Fair Value

 

As of June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposit

 

$

6

 

 

$

0

 

 

$

0

 

 

$

6

 

Equity mutual fund

 

 

92

 

 

 

48

 

 

 

0

 

 

 

140

 

Fixed income mutual fund

 

 

189

 

 

 

7

 

 

 

0

 

 

 

196

 

 

 

$

287

 

 

$

55

 

 

$

0

 

 

$

342

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposit

 

$

7

 

 

$

0

 

 

$

0

 

 

$

7

 

Equity mutual fund

 

 

116

 

 

 

31

 

 

 

(1

)

 

 

146

 

Fixed income mutual fund

 

 

162

 

 

 

16

 

 

 

0

 

 

 

178

 

 

 

$

285

 

 

$

47

 

 

$

(1

)

 

$

331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Gross
 Gross
  
(In millions)Adjusted Cost
 Unrealized Gain
 Unrealized Loss
 Fair Value
As of December 31, 2017       
Demand Deposit$17
 $
 $
 $17
Equity Mutual Fund163
 45
 
 208
Corporate bond Mutual Fund120
 
 
 120
Fair value$300
 $45
 $
 $345
        
As of September 30, 2017       
Demand Deposit$9
 $
 $
 $9
Equity Mutual Fund168
 34
 
 202
Corporate bond Mutual Fund120
 1
 
 121
Fair value$297
 $35
 $
 $332

The unrealized gains and losses as of December 31, 2017 and September 30, 2017 were recognized within AOCI. Ashland invests in highly-rated investment grade mutual funds. No other-than-temporary impairment was recognized in AOCI during the three months ended December 31, 2017 and 2016.

The following table presents the investment income, net gains and losses realized and disbursements related to the investments within the portfolio for the three and nine months ended December 31, 2017June 30, 2021 and 2016.

2020.

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Investment income

 

$

2

 

 

$

2

 

 

$

10

 

 

$

8

 

Net gains (losses) unrealized (a)

 

 

15

 

 

 

31

 

 

 

26

 

 

 

9

 

Disbursements

 

 

(6

)

 

 

(7

)

 

 

(25

)

 

 

(26

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
 Three months ended
 December 31
(In millions)2017
 2016
Investment income$2
 $3
Realized gains1
 
Disbursements(5) 
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE E – FAIR VALUE MEASUREMENTS (continued)

Deferred compensation investments
Deferred compensation investments consistAshland determined that all unrealized gains and (losses) were related to equity securities with readily determinable fair values. Due to accounting guidance adopted in the first quarter of Level 2 measurementsfiscal year 2019, the net unrealized gains and (losses) during the year ended September 30, 2019 and forward were recorded within the fair value hierarchy which are comprised primarily of a guaranteednet interest fund, a common stock index fund and an intermediate government bond fund. Gains and losses related to deferred compensation investments are immediately recognized withinother expense caption in the Statements of Consolidated Comprehensive Income (Loss).

12


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 except for a contract entered into to manage the foreign currency exposure related to the acquisition of the Schülke personal care business, which is reported within the net income from acquisitions and divestitures 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/orand losses recognized during the three and nine months ended December 31, 2017June 30, 2021 and 20162020 within the Statements of Consolidated Comprehensive Income (Loss).

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Foreign currency derivative gains (a)

 

$

3

 

 

$

1

 

 

$

6

 

 

$

5

 

(a)
Includes gains of $4 million and $1 million reported within the net income from acquisitions and divestitures caption for the three and nine months ended June 30, 2021.

 Three months ended
 December 31
(In millions)2017
 2016
Foreign currency derivative loss$(11) $(8)

The following table summarizes the fair values of the outstanding foreign currency derivatives as of December 31, 2017June 30, 2021 and September 30, 20172020 included in accounts receivable and accrued expenses and other liabilities of the Condensed Consolidated Balance Sheets.

 

 

June 30

 

 

September 30

 

(In millions)

 

2021

 

 

2020

 

Foreign currency derivative assets

 

$

1

 

 

$

1

 

Notional contract values

 

 

204

 

 

 

170

 

 

 

 

 

 

Foreign currency derivative liabilities

 

$

1

 

 

$

3

 

Notional contract values

 

 

180

 

 

 

215

 

 December 31
 September 30
(In millions)2017
 2017
Foreign currency derivative assets$4
 $2
Notional contract values425
 79
    
Foreign currency derivative liabilities$13
 $36
Notional contract values810
 1,601

Other financial instruments

At December 31, 2017June 30, 2021 and September 30, 2017,2020, Ashland's long-term debt (including the current portion and excluding debt issuance cost discounts) had a carrying value of $2,614$1,597 million and 2,615$1,588 million, respectively, compared to a fair value of $2,755$1,749 million and $2,768$1,708 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, which are deemed to be Level 2 measurements within the fair value hierarchy.

rates.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE F – INVENTORIES


Inventories are carried at the lower of cost or market.net realizable value. Inventories are primarily stated at cost using the weighted-average cost method. In addition, certain inventories are valued at cost using the last-in, first-out (LIFO) method.

The following table summarizes Ashland’s inventories as of the reported Condensed Consolidated Balance Sheet dates.

 

 

June 30

 

 

September 30

 

(In millions)

 

2021

 

 

2020

 

Finished products

 

$

305

 

 

$

336

 

Raw materials, supplies and work in process

 

 

212

 

 

 

193

 

 

 

$

517

 

 

$

529

 

13


 December 31
 September 30
(In millions)2017
 2017
Finished products$421
 $390
Raw materials, supplies and work in process256
 245
LIFO reserves(3) (1)
 $674
 $634

NOTE G – GOODWILL AND OTHER INTANGIBLES

Goodwill

Goodwill

Ashland reviewstests goodwill and other indefinite-lived intangible assets for impairment annually oras of July 1 and when events and circumstances indicate an impairment may have occurred. This annual assessment is performed as of July 1Ashland tests goodwill and consists of Ashland determining each reporting unit’s currentother indefinite-lived intangible assets for impairment by comparing the estimated fair value comparedof the reporting units (for goodwill) and other indefinite-lived intangible assets to its currentthe related carrying value. ForIf the carrying amount of a reporting unit or other indefinite-lived intangible asset exceeds its July 1, 2017estimated fair value, Ashland records an impairment loss based on the difference between fair value and carrying amount, in the case of reporting units, not to exceed to the associated carrying amount of goodwill.

No indicators of impairment were identified in the three and nine months ended June 30, 2021.

Ashland’s assessment of an impairment on any of these assets classified currently as having indefinite lives, including goodwill, could change in future periods if significant events happen and/or circumstances change that effect the previously mentioned assumptions such as: a significant change in projected business results, a divestiture decision, increase in Ashland’s weighted-average cost of capital rates, decrease in growth rates or assumptions, economic deterioration that is more severe or of a longer duration than anticipated, or another significant economic event.

During the second quarter of fiscal 2020, Ashland realigned its operations which resulted in a reassessment of the Company’s reporting units used to evaluate goodwill impairment.  The Company’s reporting units align with its reportable segments. Ashland determined that its reporting units for the allocation of goodwill are its three reportable segments:Life Sciences, Personal Care & Household, Specialty Ingredients, CompositesAdditives, Performance Adhesives, and Intermediates and Solvents.  AtPrior to the business realignment, the reporting units consisted of Ashland Specialty Ingredients and Intermediates and Solvents. The Ashland Specialty Ingredients reporting unit contained all of Ashland’s reported goodwill at September 30, 2019.  

In conjunction with the realignment, Ashland tested goodwill for impairment for each reporting unit both immediately before and immediately after the business realignment.  The fair values of the reporting units were determined using a combination of discounted cash flow models and valuations based on earnings multiples for guideline public companies in each reporting unit’s industry peer group. Significant assumptions inherent in the valuation methodologies include estimates of future projected business results (principally revenue and EBITDA), long-term growth rates, and the weighted-average cost of capital.

The goodwill impairment test under the former reporting unit structure concluded that time,0 impairment existed at the remeasurement date.  Ashland determined no additionalthen allocated goodwill to the new reporting unit structure using a relative fair value approach and re-assessed goodwill for impairment existed.for each of its new reporting units.  The impairment test under the new reporting unit structure concluded that the carrying value of the Personal Care & Household and the Specialty Additives reporting units exceeded their fair value, resulting in a non-cash goodwill impairment charge of $530 million, which was recorded within the Goodwill impairment caption within the Statement of Consolidated Comprehensive Income (Loss) for the nine months ended June 30, 2020.  The Personal Care & Household goodwill impairment charge was due in large part to lower growth and lower margins since the acquisition of the Oral Care and Avoca businesses, which collectively have resulted in reduced cash flow projections. The Specialty Additives goodwill impairment charge was also due in large part to lower growth and lower margins within the global construction and energy markets, which collectively have resulted in reduced cash flow projections.

14


The following is a progression of goodwill by reportable segment for the threenine months ended December 31, 2017.

June 30, 2021.

(In millions)

Life Sciences

 

 

Personal Care & Household

 

(a)

Specialty Additives

 

(a)

Performance Adhesives

 

 

Intermediates and Solvents

 

(a)

Total

 

Balance at September 30, 2020

$

861

 

 

$

0

 

 

$

444

 

 

$

453

 

 

$

0

 

 

$

1,758

 

Acquisitions (b)

 

0

 

 

 

129

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

129

 

Currency translation

 

8

 

 

 

(1

)

 

 

7

 

 

 

0

 

 

 

0

 

 

 

14

 

Balance at June 30, 2021

$

869

 

 

$

128

 

 

$

451

 

 

$

453

 

 

$

0

 

 

$

1,901

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
As of June 30, 2021 and September 30, 2020, there were accumulated impairments of $356 million, $174 million and $90 million related to the Personal Care & Household, Specialty Additives and Intermediates and Solvents reportable segments, respectively.
 Specialty
   Intermediates
  
(In millions)Ingredients
 Composites
 and Solvents
(a)Total
Balance as of September 30, 2017$2,315
 $150
 $
 $2,465
Currency translation adjustment10
 
 
 10
Balance as of December 31, 2017$2,325
 $150
 $
 $2,475
        
(b)
Relates to the acquisition of the Schülke personal care business during the current quarter. See Note B for more information.
(a)As of December 31, 2017, there was accumulated impairment of $171 million related to the Intermediates and Solvents reportable segment.

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 25 years, intellectual property over 5 to 25 years, and customer and supplier relationships over 3 to 24 years.

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.

Trademarks and trade names are valued using a “relief-from-royalty” valuation method compared to the carrying value. No indicators of impairment were identified in the three and nine months ended June 30, 2021.

As a result of the business realignment executed during the second quarter of fiscal 2020, Ashland tested its indefinite-lived tangible assets for impairment and found no indicators of impairment.

Intangible assets were comprised of the following as of December 31, 2017June 30, 2021 and September 30, 2017.

2020.

 

June 30, 2021

 

 

Gross

 

 

 

 

 

Net

 

 

carrying

 

 

Accumulated

 

 

carrying

 

(In millions)

amount (a)

 

 

amortization

 

 

amount

 

Definite-lived intangibles

 

 

 

 

 

 

 

 

Trademarks and trade names

$

107

 

 

$

(35

)

 

$

72

 

Intellectual property

 

742

 

 

 

(480

)

 

 

262

 

Customer and supplier relationships

 

887

 

 

 

(366

)

 

 

521

 

Total definite-lived intangibles

 

1,736

 

 

 

(881

)

 

 

855

 

 

 

 

 

 

 

 

 

Indefinite-lived intangibles

 

 

 

 

 

 

 

 

Trademarks and trade names

 

278

 

 

 

 

 

 

278

 

Total intangible assets

$

2,014

 

 

$

(881

)

 

$

1,133

 

(a)
Includes an addition of $185 million of intangibles from the Schülke personal care business acquisition. See note B for additional information.

 

September 30, 2020

 

 

Gross

 

 

 

 

 

Net

 

 

carrying

 

 

Accumulated

 

 

carrying

 

(In millions)

amount

 

 

amortization

 

 

amount

 

Definite-lived intangibles

 

 

 

 

 

 

 

 

Trademarks and trade names

$

66

 

 

$

(32

)

 

$

34

 

Intellectual property

 

721

 

 

 

(442

)

 

 

279

 

Customer and supplier relationships

 

757

 

 

 

(335

)

 

 

422

 

Total definite-lived intangibles

 

1,544

 

 

 

(809

)

 

 

735

 

 

 

 

 

 

 

 

 

Indefinite-lived intangibles

 

 

 

 

 

 

 

 

Trademarks and trade names

 

278

 

 

 

 

 

 

278

 

Total intangible assets

$

1,822

 

 

$

(809

)

 

$

1,013

 

15


ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE G – GOODWILL AND OTHER INTANGIBLES (continued)

 December 31, 2017
 Gross
   Net
 carrying
 Accumulated
 carrying
(In millions)amount
 amortization
 amount
Definite-lived intangible assets     
Trademarks and trade names$67
 $(22) $45
Intellectual property758
 (340) 418
Customer and supplier relationships780
 (246) 534
Total definite-lived intangible assets1,605
 (608) 997
      
Indefinite-lived intangible assets     
Trademarks and trade names301
 
 301
Total intangible assets$1,906
 $(608) $1,298


 September 30, 2017
 Gross
   Net
 carrying
 Accumulated
 carrying
(In millions)amount
 amortization
 amount
Definite-lived intangible assets     
Trademarks and trade names$67
 $(22) $45
Intellectual property757
 (326) 431
Customer and supplier relationships777
 (235) 542
Total definite-lived intangible assets1,601
 (583) 1,018
      
Indefinite-lived intangible assets     
Trademarks and trade names301
 
 301
Total intangible assets$1,902
 $(583) $1,319

Amortization expense recognized on intangible assets was $24$24 million and $19$21 million for the three months ended December 31, 2017June 30, 2021 and 2016,2020, respectively, and $66 million and $63 million for the nine months ended June 30, 2021 and 2020, respectively, and is included in the selling, general and administrative expenseIntangibles Amortization Expense caption of the Statements of Consolidated Comprehensive Income (Loss). Estimated amortization expense for future periods is $94$99 million in 20182021 (includes threenine months actual and ninethree months estimated), $90$98 million in 2019, $892022, $98 million in 2020, $892023, $82 million in 20212024 and $87$79 million in 2022. The amortization expense for future periods is an estimate.2025. 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)

 

June 30, 2021

 

 

September 30, 2020

 

4.750% notes, due 2022

 

$

411

 

 

$

411

 

2.00% Senior Notes, due 2028 (Euro 500 million principal)

 

 

595

 

 

 

587

 

6.875% notes, due 2043

 

 

282

 

 

 

282

 

Term loan A

 

 

250

 

 

 

250

 

Accounts receivable securitizations

 

 

71

 

 

 

177

 

6.50% junior subordinated notes, due 2029

 

 

57

 

 

 

55

 

Revolving credit facility

 

 

0

 

 

 

80

 

Other (a)

 

 

13

 

 

 

11

 

Total debt

 

 

1,679

 

 

 

1,853

 

Short-term debt (includes current portion of long-term debt)

 

 

(101

)

 

 

(280

)

Long-term debt (less current portion)

 

$

1,578

 

 

$

1,573

 

 

 

 

 

 

 

 

(a)
Includes $13 million and $15 million of debt issuance cost discounts as of June 30, 2021 and September 30, 2020, respectively. Additionally, as of June 30, 2021 and September 30, 2020, Other includes a European short-term loan facility with an outstanding balance of $24 million and $23 million, respectively.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE H – DEBT (continued)

 December 31
 September 30
(In millions)2017
 2017
4.750% notes, due 2022$1,082
 $1,082
Term Loan B, due 2024597
 599
6.875% notes, due 2043376
 376
Revolving Credit Facility285
 173
Term Loan A, due 2022250
 250
Term Loan A, due 2020250
 250
Accounts receivable securitization64
 56
6.50% junior subordinated notes, due 202951
 51
Medium-term notes, due 2019, interest of 9.4% at December 31, 20175
 5
Other (a)
(21) (23)
Total debt2,939
 2,819
Short-term debt (includes current portion of long-term debt)(355) (235)
Long-term debt (less current portion and debt issuance cost discounts)$2,584
 $2,584
    
(a)Other includes $24 million and $25 million of debt issuance cost discounts as of December 31, 2017 and September 30, 2017, respectively.

The scheduled aggregate maturities of long-term debt by year (including the current portion and excluding debt issuance costs) are as follows: $5 millionfollows as of June 30, 2021: 0 remaining in 2018, $112021, $421 million in 2019, $2692022, $22 million in 2020, $562023, $44 million in 2024 and $175 million in 2025.

Accounts Receivable Facilities and Off-Balance Sheet Arrangements

U.S. Accounts Receivable Securitization Facility

On March 17, 2021, Ashland terminated its U.S. 2012 Accounts Receivable Securitization Facility. The program had no outstanding borrowings at its termination. At September 30, 2020, the outstanding amount of accounts receivable pledged was $151 million and borrowings under the facility totaled $84 million. This program did not meet the criteria for sale accounting and was reported as secured borrowing under ASC 860.

U.S. Accounts Receivable Sales Program

On March 17, 2021, a wholly-owned, bankruptcy-remote special purpose entity (SPE) and consolidated Ashland subsidiary entered into an agreement with a group of entities (buyers) to sell certain trade receivables, without recourse beyond the pledged receivables, of two other U.S. based Ashland subsidiaries. Under the agreement, Ashland can transfer whole receivables up to a limit established by the buyer, which is currently set at $125 million between February and October of each year and up to $100 million all other times. Ashland’s continuing involvement is limited to servicing the receivables, including billing, collections and remittance of payments to the buyers as well as a limited guarantee on over-collateralization. The arrangement terminates on May 31, 2023, unless terminated earlier pursuant to the terms of the agreement.

16


Ashland determined that any receivables transferred under this agreement are put presumptively beyond the reach of Ashland and its creditors, even in bankruptcy or other receivership. Ashland received a true sale at law and non-consolidation opinions to support the legal isolation of these receivables. Consequently, Ashland accounts for the receivables transferred to buyers as part of this agreement as sales under ASC 860. 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 Statement 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 Statement 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.

Ashland recognized a $1 million loss within its Statement of Consolidated Comprehensive Income (Loss) for the three and nine months ended June 30, 2021 within the net interest and other expense (income) caption associated with sales under the program. Ashland has recorded $90 million of sales against the buyer’s limit, which was $117 million at June 30, 2021. Ashland transferred $139 million in receivables to the SPE as of June 30, 2021. Ashland recorded liabilities related to its service obligations and limited guarantee as of June 30, 2021 of less than $1 million. As of June 30, 2021, the year-to-date gross cash proceeds received for receivables transferred and derecognized was $233 million, of which $143 million was collected. The difference of $90 million represents the proceeds from new transfers of receivables as of June 30, 2021.

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 June 30, 2021 and $1,279September 30, 2020, the outstanding amount of accounts receivable transferred by Ashland was $104 million and $131 million, respectively, and there were $71 million and $93 million, respectively, of borrowings (denominated in 2022.  

Ashland Financing Activities
2017 multiple currencies) under the facility.

Debt

Credit Agreement

On May 17, 2017, in conjunction with the closing and Refinancing

During January 2020, Ashland LLC and Ashland Services B.V., indirect wholly owned subsidiaries of the Pharmachem acquisition, Ashland, entered into a securedsenior unsecured credit agreement (the 20172020 Credit Agreement) with a group of lenders. The 20172020 Credit Agreement providedprovides for (i) a $250$600 million three-year term loan A facility (the Three-Year TLA Facility), (ii) a $250 million unsecured five-year term loan A facility (the Five-Year TLA Facility and together with the Three-Year TLA Facility, the TLA Facilities) and (iii) a $680 million five-year revolving credit facility (including a $125 million letter of credit sublimit) (the 2017 Revolving Credit Facility) and (ii) a $250 million unsecured five-year term loan facility (the 2020 Term Loan Facility). Proceeds

Ashland incurred $4 million of borrowings undernew debt issuance costs in connection with the TLA Facilities were used solely to finance the acquisition of Pharmachem, while the proceeds of the 2017 Revolving Credit Facility were used to finance, in part, the acquisition of Pharmachem, to refinance the 2015 Senior2020 Credit Agreement, and for general corporate purposes. On May 19, 2017, Ashland entered into Amendment No. of which $1 to million was expensed immediately during the 2017 Credit Agreement, which increased the aggregate commitments under the 2017 Revolving Credit Facility from $680 million to $800 million.

At Ashland’s option, loans issued under the 2017 Credit Agreement bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. Loans bear interest at LIBOR plus 1.75% per annum, in the case of LIBOR borrowings, or at the alternate base rate plus 0.75%, in the alternative, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between LIBOR plus 1.375% per annum and LIBOR plus 2.500% per annum (or between the alternate base rate plus 0.375% per annum and the alternate base rate plus 1.500% per annum), based upon Ashland’s secured facilities ratings or the consolidated net leverage ratio (as defined in the 2017 Credit Agreement) (whichever yields a lower applicable interest rate margin) at such time. In addition, Ashland was required to pay fees of 0.25% per annum on the daily unused amount of the 2017 Revolving Credit Facility through and including the date of delivery of a compliance certificate, and thereafter the fee rate will fluctuate between 0.175% and 0.40% per annum, based upon Ashland’s secured facilities rating or the consolidated net leverage ratio (whichever yields a lower applicable rate). The TLA Facilities may be prepaid at any time without
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE H – DEBT (continued)

premium. The Three-Year TLA Facility will not amortize and will be due on May 17, 2020.  The Five-Year TLA Facility will not amortize in each of the first, second and third years and will amortize at a rate of 20% per annum in each of the fourth and fifth years (payable in equal quarterly installments), with the outstanding balance of the Five-Year TLA Facility to be paid on May 17, 2022.
Onnine months ended June 14, 2017, Ashland entered into Amendment No. 2 to the 2017 Credit Agreement, which provided for a new $600 million seven-year senior secured term loan B facility (the 2017 TLB Facility). At Ashland’s option, loans issued under the 2017 TLB Facility bear interest at either (x) LIBOR plus 2.00% per annum or (y) an alternate base rate plus 1.00% per annum. The 2017 TLB Facility may be prepaid at any time. The 2017 TLB Facility amortizes at a rate of 1.00% per annum (payable in equal quarterly installments) with the outstanding balance to be paid on May 17, 2024.
6.50% junior subordinated notes due 2029
In December 2016, Hercules LLC (Hercules) (formerly Hercules Incorporated), an indirect wholly-owned subsidiary of Ashland, repurchased, through a cash tender offer (the Tender Offer), $182 million of the aggregate principal par value amount of its 6.50% junior subordinated notes due 2029 (2029 notes) for an aggregate purchase price of $177 million. As a result of the Tender Offer, the carrying value of the 2029 notes was reduced by $90 million and Ashland recognized a $92 million charge related to accelerated accretion of the recorded debt discount (compared to the total par value) and $5 million of a net gain related to the repayment of the debt. The charge and net gain are included in30, 2020 within the net interest and other financing expense caption of the Statements of Consolidated Comprehensive Income (Loss). The remaining balance is amortized using either the effective interest method or straight-line method. Additionally, as a result of the termination of the 2017 Credit Agreement, Ashland recognized a $1 million charge for the threeaccelerated amortization of previously capitalized debt issuance costs during the nine months ended December 31, 2016.
Open market repurchasesJune 30, 2020, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss).

17


Note Issuance and existing notes tender

During January 2020, a subsidiary of Ashland, Ashland Services B.V., completed the issuance of 2.00% senior unsecured notes due 2028 with an aggregate principal amount of €500 million (the 2028 Notes).

Ashland incurred $8 million of new debt issuance costs in connection with the 2028 Notes, which is amortized using the effective interest method over the term of the Notes.

Tender offers of 4.750% notes due 2022 and 3.875% notes due 2018

During the threenine months ended December 31, 2016,June 30, 2020, Ashland executed open market repurchases of its 4.750%4.750% notes due 2022 (the 2022 (2022 notes) and its 3.875% notes due 2018 (2018 notes)Notes). As a result of these repurchases, the carrying values of the 2022 notes and 2018 notesNotes were reduced by $36 million and $29 million, respectively.$670 million. Ashland recognized a $2$5 million charge related to premiums paid in the open market repurchasesaccelerated accretion on debt discounts and accelerated amortization of previously capitalized debt issuance costs, which is included in the net interest and other financing expense caption of the Statements of Consolidated Comprehensive Income (Loss) for the threenine months ended December 31, 2016.

RemainingJune 30, 2020.

Tender offers of 6.875% notes due 2043

During the nine months ended June 30, 2020, Ashland executed open market repurchases of its 6.875% notes due 2043 (the 2043 Notes). As a result of these repurchases, the carrying values of the 2043 Notes were reduced by $92 million. Ashland recognized a $1 million charge related to accelerated accretion on debt premiums and accelerated amortization previously capitalized debt issuance costs, which is included in the net interest and other expense caption of the Statements of Consolidated Comprehensive Income (Loss) for the nine months ended June 30, 2020.

Tender offers of 6.500% Junior Subordinated Debentures due 2029

During the nine months ended June 30, 2020, Ashland executed open market repurchases of Hercules LLC’s 6.500% notes due 2029 (the 2029 Junior Debentures). As a result of these repurchases, the carrying values of the 2029 Junior Debentures were reduced by $2 million.

Total premiums paid for all tender offers noted above were $59 million, which is included in the net interest and other expenses caption of the Statements of Consolidated Comprehensive Income (Loss) for the nine months ended June 30, 2020.

Available borrowing capacity

and liquidity

The borrowing capacity remaining under the 20172020 $600 million Revolving Credit Facility was $467$581 million due to an outstanding balance of $285 million, as well as a reduction of $48$19 million for letters of credit outstanding at December 31, 2017.as of June 30, 2021. Ashland's total borrowing capacity at December 31, 2017June 30, 2021 was $498$614 million, which included $31$33 million of available capacity from the accounts receivable securitization facility.

foreign 2018 Accounts Receivable Securitization Facility.

Additionally, Ashland has $27 million available liquidity under its current U.S. Accounts Receivable Sales Program.

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, 2017,June 30, 2021, Ashland is in compliance with all debt agreement covenant restrictions.

The maximum consolidated net leverage ratio permitted under Ashland's most recent credit agreement (the 20172020 Credit Agreement) is 4.5.4.0. At December 31, 2017,June 30, 2021, Ashland’s calculation of the consolidated net leverage ratio was 3.9.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE H – DEBT (continued)

2.6.

The minimum required consolidated interest coverage ratio under the 20172020 Credit Agreement during its entire duration is 3.0.3.0. At December 31, 2017,June 30, 2021, Ashland’s calculation of the interest coverage ratio was 4.6.8.3.

NOTE I – INCOME TAXESLEASING ARRANGEMENTS

Ashland determines if an arrangement is or contains a lease at contract inception and determines its classification as an operating or finance lease at lease commencement. Ashland leases certain office buildings, transportation

18


equipment, warehouses and storage facilities, and equipment. All of Ashland’s leases are operating leases. Real estate leases represent approximately 89% of the total lease liability. Operating lease assets and obligations are reflected within operating lease assets, net; current operating lease obligations; and non-current operating lease obligations captions on the Condensed Consolidated Balance Sheets.

Lease expense for these leases is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred. The components of lease cost recognized within the Statements of Consolidated Comprehensive Income (Loss) were as follows:

 

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

 

 

June 30

 

 

June 30

 

(In millions)

 

Location

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease cost

 

Selling, General & Administrative

 

$

3

 

 

$

4

 

 

$

11

 

 

$

12

 

Operating lease cost

 

Cost of Sales

 

 

4

 

 

 

4

 

 

 

11

 

 

 

10

 

Variable lease cost

 

Selling, General & Administrative

 

 

1

 

 

 

0

 

 

 

2

 

 

 

2

 

Variable lease cost

 

Cost of Sales

 

 

1

 

 

 

0

 

 

 

2

 

 

 

4

 

Short-term leases

 

Cost of Sales

 

 

1

 

 

 

1

 

 

 

3

 

 

 

4

 

Total lease cost

 

 

 

$

10

 

 

$

9

 

 

$

29

 

 

$

32

 

Tax Law Changes

The Tax Cutsfollowing table summarizes Ashland’s lease assets and Jobs Act (Tax Act)liabilities as presented in the Condensed Consolidated Balance Sheet:

(In millions)

 

 

 

June 30,
2021

 

 

September 30,
2020

 

Assets

 

 

 

 

 

 

Operating lease assets, net

 

$

134

 

 

$

137

 

Total lease assets

 

$

134

 

 

$

137

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current operating lease obligations

 

$

24

 

 

$

23

 

Non-current operating lease obligations

 

 

118

 

 

 

124

 

Total lease liabilities

 

$

142

 

 

$

147

 

Ashland often has options to renew lease terms for buildings and other assets. The exercise of lease renewal options are generally at Ashland’s sole discretion. In addition, certain lease arrangements may be terminated prior to their original expiration date at Ashland’s discretion. Ashland evaluates renewal and termination options at the lease commencement date to determine if it is reasonably certain to exercise the option on the basis of economic factors. The weighted average remaining lease term for operating leases as of June 30, 2021 and September 30, 2020 was enacted on December 22, 2017. The Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. At December 31, 2017,approximately 15 years for each period.

Residual value guarantees are not common within Ashland’s lease agreements nor are restrictions or covenants imposed by leases. Ashland has elected the practical expedient to combine lease and non-lease components. The discount rate implicit within the leases is generally not completeddeterminable. Therefore, Ashland determines the internal accounting assessment fordiscount rate based on its incremental borrowing rate. The incremental borrowing rate is determined using a buildup method resulting in an estimated range of secured borrowing rates matching the tax effects of enactmentlease term and the currency of the Tax Act; however,jurisdiction in which lease payments are made, adjusted for impacts of collateral. Consideration was given to Ashland’s own relevant debt issuances as well as debt instruments of comparable companies with similar credit characteristics. The weighted average discount rate used to measure operating lease liabilities as of June 30, 2021 and September 30, 2020 was 2.9%, respectively. As of June 30, 2021, Ashland determined a reasonable estimateentered into certain leases that have not yet commenced but that create significant rights and obligations. The aggregate value of the effects on our existing deferred tax balancesthese leases was $5 million.

19


Right-of-use assets exchanged for new operating lease obligations were $6 million and the one-time transition tax. Ashland recognized a provisional amount$1 million for the three months ended December 31, 2017, which is includedJune 30, 2021 and 2020, respectively, and $16 million and $3 million for the nine months ended June 30, 2021 and 2020. This includes $1 million of right-of-use assets and operating lease obligations recorded as a component of income tax expense from continuing operations. Ashland recorded net unfavorable tax adjustments of $16 million primarily related to deferred tax rate changes and a one-time transition tax assessed on foreign cash and unremitted earnings.

Provisional amounts - Deferred and other income tax assets and liabilities
Ashland remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, Ashland is still analyzing certain aspectsresult of the Tax Actpurchase of the Schülke personal care business during the three and refining certain calculations, which could potentially affectnine months ended June 30, 2021.

Cash paid for amounts included in the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the remeasurementoperating lease liabilities:

 

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

 

 

June 30

 

 

June 30

 

(In millions)

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating cash flows from operating leases

 

$

8

 

 

$

7

 

 

$

23

 

 

$

21

 

Maturity Analysis of the deferred tax balance was a favorable tax adjustmentLease Liabilities

Maturities of $126 million.

Provisional amounts - Foreign tax effects
The one-time transition tax is based on Ashland's total post-1986 earningslease liabilities are shown below as of June 30, 2021 and profits (E&P) of foreign subsidiaries that were previously deferred from U.S. income taxes. Ashland recorded a provisional amount for this one-time transition tax liability of $142 million. Ashland has not yet completed its calculation of the total post-1986 E&P for these foreign subsidiaries. In addition, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when Ashland finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the transition tax, or any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations. Ashland determined that the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis difference in these entities (i.e., basis difference in excess of that subject to the one-time transition tax) is not practicable at this time.September 30, 2020:

(In millions)

 

 

 

June 30,
2021

 

 

September 30,
2020

 

Remainder of 2021

 

$

7

 

 

$

28

 

2022

 

 

40

 

 

 

35

 

2023

 

 

19

 

 

 

17

 

2024

 

 

15

 

 

 

13

 

2025

 

 

13

 

 

 

11

 

Thereafter

 

$

92

 

 

$

88

 

Total lease payments

 

 

186

 

 

 

192

 

Less amount of lease payment representing interest

 

 

(44

)

 

 

(45

)

Total present value of lease payments

 

$

142

 

 

$

147

 

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 200%a benefit of 38% and 13% for the three and nine months ended June 30, 2021.

The currentquarter tax rate was impacted by jurisdictional income mix, as well as $33 million from favorable tax discrete items primarily related to the favorable resolution of previously uncertain tax positions. The current nine months tax rate was impacted by jurisdictional mix as well as $53 million from favorable tax discrete items primarily related to the Specialty Additives facility sale and uncertain tax positions.

Prior fiscal year

The overall effective tax rate was an expense of 19% for the three months ended December 31, 2017June 30, 2020 and a benefit of 4% for the nine months ended June 30, 2020. The quarter tax rate was primarily impacted by income mix and net unfavorable discrete items of $4 million. The nine months tax rate was impacted by the nondeductible goodwill impairment of $527 million of the $530 million charge and a favorable tax discrete adjustments of $16 millionitem from the tax benefit related to the Swiss Tax Act.

Prior fiscal year
The overall effective tax benefit rate was 39% for the three months ended December 31, 2016 and was primarily impacted by income mix.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE I – INCOME TAXES (continued)

Reform.

Unrecognized tax benefits

Changes in unrecognized tax benefits are summarized as follows for the threenine months ended December 31, 2017.June 30, 2021.

(In millions)

 

 

Balance at October 1, 2020

$

171

 

Increases related to positions taken on items from prior years

 

0

 

Increases related to positions taken in the current year

 

9

 

Decreases related to positions taken in prior years (a)

 

(68

)

Settlements

 

(20

)

Lapse of statute of limitations

 

(4

)

Balance at June 30, 2021

$

88

 

 

 

 

(a) The Ashland indemnity from Valvoline was reduced by $30 million.

 (In millions) 
Balance at October 1, 2017$194
Increases related to positions taken on items from prior years2
Increases related to positions taken in the current year3
Balance at December 31, 2017$199

20


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 $22$14 million and $32$18 million for continuing operations. 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.

NOTE JK - EMPLOYEE BENEFIT PLANS

Schülke personal care acquisition

In April 2021, in conjunction with the purchase of the Schülke personal care business, Ashland assumed $6 million of net liabilities associated with defined benefit pension plans.

Plan contributions

For the threenine months ended December 31, 2017,June 30, 2021, Ashland contributed $2$5 million to its non-U.S. pension plans and zero$1 million to its U.S. pension plans. Ashland expectsdoes 0t expect to make additional contributions of approximately $5 million to its non-U.S. plans and $1 million to its U.S. pension plans during the remainder of 2018.

Plan Remeasurements
Effective January 1, 2017, Ashland discontinued certain post-employment health and life insurance benefits. The effect of these plan changes resulted in a remeasurement gain of $2 million recorded within the other net period benefit cost (income) caption on the Statement of Consolidated Comprehensive Income (Loss) for the three months ended December 31, 2016.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE J – EMPLOYEE BENEFIT PLANS (continued)

fiscal 2021.

Components of net periodic benefit costs (income)

The following table details the components of pension and other postretirement benefit costs for continuing operations.

 

 

Pension benefits

 

 

Other postretirement
benefits

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Three months ended June 30

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

1

 

 

$

1

 

 

$

0

 

 

$

0

 

Interest cost

 

 

2

 

 

 

2

 

 

 

0

 

 

 

1

 

Expected return on plan assets

 

 

(2

)

 

 

(3

)

 

 

0

 

 

 

0

 

Curtailment

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Total net periodic benefit costs

 

$

1

 

 

$

0

 

 

$

0

 

 

$

1

 

Nine months ended June 30

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

4

 

 

$

3

 

 

$

0

 

 

$

1

 

Interest cost

 

 

4

 

 

 

5

 

 

 

1

 

 

 

1

 

Expected return on plan assets

 

 

(6

)

 

 

(7

)

 

 

0

 

 

 

0

 

Curtailment

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Total net periodic benefit costs

 

$

2

 

 

$

1

 

 

$

1

 

 

$

2

 

     Other postretirement
 Pension benefits benefits
(In millions)2017
 2016
 2017
 2016
Three months ended December 31       
Service cost (a)
$2
 $2
 $1
 $
Interest cost (b)
3
 2
 
 1
Expected return on plan assets (b)
(3) (3) 
 
Actuarial gain (b)

 
 
 (2)
Total net periodic benefit costs (income)$2
 $1
 $1
 $(1)
        
(a)Service cost was not impacted by new accounting guidance adopted in the current quarter and is therefore still classified within the selling, general and administrative expense and cost of sales captions on the Statements of Consolidated Comprehensive Income (Loss). See Note A for additional information.
(b)These components are now classified within the other net periodic benefit income caption on the Statements of Consolidated Comprehensive Income (Loss) due to the adoption of new accounting guidance in the current quarter. See Note A for additional information.

For segment reporting purposes, service cost for continuing operations is proportionately allocated to each segment, excluding the Unallocated and other segment, while alland is recorded within the selling, general and administrative expense and cost of sales captions on the Statements of Consolidated Comprehensive Loss (Income). All other costs for continuing operationscomponents are recorded within the other net periodic benefit income caption on the Statements of Consolidated Comprehensive Income (Loss)Loss (Income).

NOTE KLLITIGATION, CLAIMS AND CONTINGENCIES

Asbestos litigation

Ashland and Hercules haveis 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.

21


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 Hamilton, Rabinovitz &Nathan Associates Inc. (HR&A)(Nathan). The methodology used by HR&ANathan to project future asbestos costs is based largely on recent experience, including claim-filing and settlement rates, disease mix, enacted legislation, 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, HR&ANathan 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.Income (Loss).

Ashland asbestos-related litigation

The claims alleging personal injury caused by exposure to asbestos asserted against Ashland result primarily from indemnification obligations undertaken in 1990 in connection with the sale of Riley Stoker Corporation, a former subsidiary.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.

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30

 

 

Years ended September 30

 

(In thousands)

 

2021

 

 

 

2020

 

 

2020

 

 

2019

 

 

2018

 

Open claims - beginning of year

 

 

49

 

 

 

53

 

 

 

53

 

 

 

53

 

 

 

54

 

New claims filed

 

 

1

 

 

 

1

 

 

 

2

 

 

 

2

 

 

 

2

 

Claims settled

 

 

0

 

 

 

0

 

 

 

(1

)

 

 

(1

)

 

 

(1

)

Claims dismissed

 

 

(3

)

 

 

(5

)

 

 

(5

)

 

 

(1

)

 

 

(2

)

Open claims - end of period

 

 

47

 

 

 

49

 

 

 

49

 

 

 

53

 

 

 

53

 

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE K – LITIGATION, CLAIMS AND CONTINGENCIES (continued)


 Three months ended      
 December 31   Years ended September 30
(In thousands)2017
 2016
 2017
 2016
 2015
Open claims - beginning of period54
 57
 57
 60
 65
New claims filed1
 
 2
 2
 2
Claims settled
 
 (1) 
 
Claims dismissed(1) (1) (4) (5) (7)
Open claims - end of period54
 56
 54
 57
 60

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, which generally approximates the mid-point of the estimated range of exposure from model results. Ashland reviews this estimate and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 50-year model developed with the assistance of HR&A.  

Nathan.

During the most recent annual update of this estimate completed during the June 20172021 quarter, it was determined that the liability for Ashland asbestos-related claims should be increased by $36$12 million. Total reserves for asbestos claims were $409$326 million at December 31, 2017June 30, 2021 compared to $419335 million at September 30, 2017.

2020.

A progression of activity in the asbestos reserve is presented in the following table.

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30

 

 

Years ended September 30

 

(In millions)

 

2021

 

 

 

2020

 

 

2020

 

 

2019

 

 

2018

 

Asbestos reserve - beginning of year

 

$

335

 

 

$

352

 

 

$

352

 

 

$

380

 

 

$

419

 

Reserve adjustment

 

 

12

 

 

 

13

 

 

 

13

 

 

 

1

 

 

 

(8

)

Amounts paid

 

 

(21

)

 

 

(24

)

 

 

(30

)

 

 

(29

)

 

 

(31

)

Asbestos reserve - end of period (a)

 

$

326

 

 

$

341

 

 

$

335

 

 

$

352

 

 

$

380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Included$29 million classified in accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets as of June 30, 2021 and September 30, 2020.
 Three months ended      
 December 31   Years ended September 30
(In millions)2017
 2016
 2017
 2016
 2015
Asbestos reserve - beginning of period$419
 $415
 $415
 $409
 $438
Reserve adjustment
 
 36
 37
 
Amounts paid(10) (9) (32) (31) (29)
Asbestos reserve - end of period (a)
$409
 $406
 $419
 $415
 $409
          
(a)Included $34 million classified in accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets as of December 31, 2017 and September 30, 2017.

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.

22


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 allA substantial portion of the estimated receivables from insurance companies are expected to be due from domestic insurers, all of which are solvent.

insurers.

At December 31, 2017,June 30, 2021, Ashland’s receivable for recoveries of litigation defense and claim settlement costs from insurers amounted to $151$102 million (excluding the Hercules receivable for asbestos claims) compared to $155$103 million at September 30, 2017.2020. During the June 20172021 quarter, 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 $15$8 million increase in the receivable for probable insurance recoveries.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE K – LITIGATION, CLAIMS AND CONTINGENCIES (continued)


A progression of activity in the Ashland insurance receivable is presented in the following table.

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30

 

 

Years ended September 30

 

(In millions)

 

2021

 

 

 

2020

 

 

2020

 

 

2019

 

 

2018

 

Insurance receivable - beginning of year

 

$

103

 

 

$

123

 

 

$

123

 

 

$

140

 

 

$

155

 

Receivable adjustment (a)

 

 

6

 

 

 

1

 

 

 

1

 

 

 

(5

)

 

 

(5

)

Insurance settlement

 

 

0

 

 

 

(10

)

 

 

(10

)

 

 

0

 

 

 

0

 

Amounts collected

 

 

(7

)

 

 

(9

)

 

 

(11

)

 

 

(12

)

 

 

(10

)

Insurance receivable - end of period (b)

 

$

102

 

 

$

105

 

 

$

103

 

 

$

123

 

 

$

140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
The nine months ended June 30, 2021 includes a $2 million reserve adjustment related to allowances for credit losses as a result of Ashland’s adoption of the new credit measurement standard described in Note A.
 Three months ended      
 December 31 Years ended September 30
(In millions)2017
 2016
 2017
 2016
 2015
Insurance receivable - beginning of period$155
 $151
 $151
 $150
 $402
Receivable adjustment
 
 15
 16
 (3)
Insurance settlement
 
 (5) (4) (227)
Amounts collected(4) (2) (6) (11) (22)
Insurance receivable - end of period (a)
$151
 $149
 $155
 $151
 $150
          
(b)
Includes$12 million and $14 million classified in accounts receivable on the Condensed Consolidated Balance Sheets as of June 30, 2021 and September 30, 2020, respectively.
(a)Included $14 million classified in accounts receivable on the Condensed Consolidated Balance Sheets as of December 31, 2017 and September 30, 2017.

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.

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30

 

 

Years ended September 30

 

(In thousands)

 

2021

 

 

 

2020

 

 

2020

 

 

2019

 

 

2018

 

Open claims - beginning of year

 

 

12

 

 

 

13

 

 

 

13

 

 

 

13

 

 

 

12

 

New claims filed

 

 

1

 

 

 

1

 

 

 

1

 

 

 

1

 

 

 

2

 

Claims dismissed

 

 

(1

)

 

 

(1

)

 

 

(2

)

 

 

(1

)

 

 

(1

)

Open claims - end of period

 

 

12

 

 

 

13

 

 

 

12

 

 

 

13

 

 

 

13

 

 Three months ended      
 December 31 
  Years ended September 30
(In thousands)2017
 2016
 2017
 2016
 2015
Open claims - beginning of period12
 15
 15
 20
 21
New claims filed
 
 1
 1
 1
Claims dismissed
 
 (4) (6) (2)
Open claims - end of period12
 15
 12
 15
 20

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, which generally approximates the mid-point of the estimated range of exposure from model results. Ashland reviews this estimate, and related assumptions quarterly and annually updates the results of a non-inflated, non-discounted approximate 50-year model developed with the assistance of HR&A.Nathan. As a result of the most recent annual update of this estimate, completed during the June 20172021 quarter, it was determined that the liability for Hercules asbestos-related claims should be increased by $16$8 million. Total reserves for asbestos claims were $315$221 million at December 31, 2017June 30, 2021 compared to $323229 million at September 30, 2017.

2020.

23


A progression of activity in the asbestos reserve is presented in the following table.

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30

 

 

Years ended September 30

 

(In millions)

 

2021

 

 

 

2020

 

 

2020

 

 

2019

 

 

2018

 

Asbestos reserve - beginning of year

 

$

229

 

 

$

252

 

 

$

252

 

 

$

282

 

 

$

323

 

Reserve adjustments

 

 

8

 

 

 

(3

)

 

 

(3

)

 

 

(10

)

 

 

(19

)

Amounts paid

 

 

(16

)

 

 

(14

)

 

 

(20

)

 

 

(20

)

 

 

(22

)

Asbestos reserve - end of period (a)

 

$

221

 

 

$

235

 

 

$

229

 

 

$

252

 

 

$

282

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Included $18 million and $22 million classified in accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets as of both June 30, 2021 and September 30, 2020, respectively.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE K – LITIGATION, CLAIMS AND CONTINGENCIES (continued)


 Three months ended      
 December 31 Years ended September 30
(In millions)2017
 2016
 2017
 2016
 2015
Asbestos reserve - beginning of period$323
 $321
 $321
 $311
 $329
Reserve adjustment
 
 16
 25
 4
Amounts paid(8) (3) (14) (15) (22)
Asbestos reserve - end of period (a)$315
 $318
 $323
 $321
 $311
          
(a)Included $14 million classified in accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets as of December 31, 2017 and September 30, 2017.

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, 2017June 30, 2021, Ashland’s receivable for recoveries of litigation defense and September 30, 2017, the receivablesclaims costs from insurers with respect to Hercules amounted to $68$48 million. During the June 20172021 quarter, 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 $5an increase of $2 million increase in the receivable for probable insurance recoveries.

A progression of activity in the Hercules insurance receivable is presented in the following table.

 

 

Nine months ended

 

 

 

 

 

 

 

 

 

 

 

 

June 30

 

 

Years ended September 30

 

(In millions)

 

2021

 

 

 

2020

 

 

2020

 

 

2019

 

 

2018

 

Insurance receivable - beginning of year

 

$

47

 

 

$

49

 

 

$

49

 

 

$

54

 

 

$

68

 

Receivable adjustment (a)

 

 

1

 

 

 

(2

)

 

 

(2

)

 

 

(5

)

 

 

(14

)

Insurance receivable - end of period (b)

 

$

48

 

 

$

47

 

 

$

47

 

 

$

49

 

 

$

54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
The nine months ended June 30, 2021 includes a $1 million reserve adjustment related to allowances for credit losses as a result of Ashland’s adoption of the new credit measurement standard described in Note A.
 Three months ended      
 December 31 Years ended September 30
(In millions)2017
 2016
 2017
 2016
 2015
Insurance receivable - beginning of period$68
 $63
 $63
 $56
 $77
Receivable adjustment
 
 5
 7
 1
Insurance settlement
 
 
 
 (22)
Insurance receivable - end of period$68
 $63
 $68
 $63
 $56
(b)
Includes$2 million and 0 classified in accounts receivable on the Condensed Consolidated Balance Sheets as of June 30, 2021 and September 30, 2020, respectively.

24


Asbestos litigation cost projection

Projecting future asbestos costs is subject to numerous variables that are extremely difficult to predict. In addition to the significant uncertainties surrounding the number of claims that might be received, other variables include the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, mortality rates, dismissal rates, costs of medical treatment, the impact of bankruptcies of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light ofConsidering 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 to 50 year periods that it is reasonably

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE K – LITIGATION, CLAIMS AND CONTINGENCIES (continued)


possible that total future litigation defense and claim settlement costs on an inflated and undiscounted basis could range as high as approximately $660$482 million for the Ashland asbestos-related litigation (current reserve of $409$326 million) and approximately $510$334 million for the Hercules asbestos-related litigation (current reserve of $315$221 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, 2017,June 30, 2021, such locations included 82 waste treatment or disposal sites where Ashland has been identified as a potentially responsible party under Superfund or similar state laws, 118113 current and former operating facilities (including certain operating facilities conveyed as part of the MAP Transaction)previous divestitures) and about 1,225 service station properties, of which 3620 are being actively remediated.

Ashland’s reserves for environmental remediation and related environmental litigation amounted to $168$205 million at December 31, 2017June 30, 2021 compared to $163$200 million at September 30, 2017,2020, of which $125$155 million at December 31, 2017June 30, 2021 and $121$150 million at September 30, 20172020 were 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 threenine months ended December 31, 2017June 30, 2021 and 2016.2020.

 

 

Nine months ended

 

 

 

June 30

 

(In millions)

 

2021

 

 

 

2020

 

Reserve - beginning of period

 

$

200

 

 

$

186

 

Disbursements

 

 

(35

)

 

 

(28

)

Revised obligation estimates and accretion

 

 

40

 

 

 

40

 

Reserve - end of period

 

$

205

 

 

$

198

 

 Three months ended
 December 31
(In millions)2017
 2016
Reserve - beginning of period$163
 $177
Disbursements(8) (7)
Revised obligation estimates and accretion13
 4
Reserve - end of period$168
 $174

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, probability techniques, 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, 2017June 30, 2021 and September 30, 2017, 2020,

25


Ashland’s recorded receivable for these probable insurance recoveries was $14$14 million and $15$15 million, respectively, of which $13$11 million and $14$12 million at December 31, 2017June 30, 2021 andSeptember 30, 2017,2020, respectively, werewas classified in other noncurrent assets on the Condensed Consolidated Balance Sheets.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE K – LITIGATION, CLAIMS AND CONTINGENCIES (continued)


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 and nine months ended December 31, 2017June 30, 2021 and 20162020.

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

2021

 

 

 

2020

 

 

2021

 

 

 

2020

 

Environmental expense

 

$

24

 

 

$

29

 

 

$

39

 

 

$

39

 

Accretion

 

 

0

 

 

 

0

 

 

 

1

 

 

 

1

 

Legal expense

 

 

1

 

 

 

1

 

 

 

2

 

 

 

4

 

Total expense

 

 

25

 

 

 

30

 

 

 

42

 

 

 

44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Insurance receivable

 

 

0

 

 

 

(1

)

 

 

(1

)

 

 

(4

)

Total expense, net of receivable activity (a)

 

$

25

 

 

$

29

 

 

$

41

 

 

$

40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Net expense of $3 million and $6 million for the three and nine months ended June 30, 2021, respectively, and $8 million and $10 million for the three and nine months ended June 30, 2020, relates to divested businesses which qualified for treatment as discontinued operations 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 (loss).
 Three months ended
 December 31
(In millions)2017
 2016
Environmental expense$12
 $4
Accretion1
 
Legal expense1
 2
Total expense14
 6
    
Insurance receivable (a)

 
Total expense, net of receivable activity$14
 $6
    
(a)Activity of $0 denotes value less than $1 million.

Environmental remediation reserves are subject to numerous inherent 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, the extent of required cleanup efforts under existing environmental regulations, widely varying costs of alternate cleanup methods, changes in environmental regulations, the potential effect of continuing improvements in remediation technology, and the number and financial strength of other potentially responsible parties at multiparty sites. 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 $412$490 million. The largest reserve for any site is approximately 15%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 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, 2017June 30, 2021 and September 30, 2017.2020. 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, 2017.June 30, 2021.

NOTE LM– 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

26


shares outstanding was approximately 0.7 1million and 0.92 million at December 31, 2017June 30, 2021 and 2016,2020, respectively. Earnings per share is reported under the treasury stock method.

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions, except per share data)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Numerator

 

 

 

 

 

 

 

 

Numerator for basic and diluted EPS -

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

87

 

 

$

50

 

 

$

190

 

 

$

(491

)

Denominator

 

 

 

 

 

 

 

 

Denominator for basic EPS - Weighted-
   average common shares outstanding

 

 

61

 

 

 

60

 

 

 

61

 

 

 

61

 

Share based awards convertible to common shares (a)

 

 

1

 

 

 

1

 

 

 

1

 

 

 

0

 

Denominator for diluted EPS - Adjusted weighted-
   average shares and assumed conversions

 

 

62

 

 

 

61

 

 

 

62

 

 

 

61

 

EPS from continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.42

 

 

$

0.82

 

 

$

3.13

 

 

$

(8.11

)

Diluted

 

 

1.40

 

 

 

0.81

 

 

 

3.09

 

 

 

(8.11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
As a result of the loss from continuing operations attributable to Ashland during the nine months ended June 30, 2020, the effect of the share-based awards convertible to common shares would be antidilutive and have been excluded from the diluted EPS calculation.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE L EARNINGS PER SHARE (continued)


 Three months ended
 December 31
(In millions except per share data)2017
 2016
Numerator   
Numerator for basic and diluted EPS –   
Loss from continuing operations$(7) $(65)
Denominator 
  
Denominator for basic EPS – Weighted-average 
  
common shares outstanding62
 62
Share-based awards convertible to common shares (a)

 
Denominator for diluted EPS – Adjusted weighted- 
  
average shares and assumed conversions62
 62
    
EPS from continuing operations attributable to Ashland   
Basic$(0.12) $(1.05)
Diluted(0.12) (1.05)
    
(a)As a result of the loss from continuing operations attributable to Ashland during the three months ended December 31, 2017 and 2016, the effect of the share-based awards convertible to common shares would be antidilutive. In accordance with U.S. GAAP, they have been excluded from the diluted EPS calculation.
NOTE MN– EQUITY ITEMS
Stock repurchase programs
In April 2015, Ashland's Board of Directors approved a $1 billion share repurchase authorization that was set to expire on December 31, 2017 (the 2015 stock repurchase program). This authorization allows for Ashland’s common shares to be repurchased in open market transactions, privately negotiated transactions or pursuant to one or more accelerated stock repurchase programs or Rule 10b5-1 plans.
During 2017, Ashland's Board of Directors extended the 2015 stock repurchase program indefinitely. As of December 31, 2017, $500 million of share repurchase authorization remains under the 2015 stock repurchase program.

Stockholder dividends

In May 2017, subsequent to the final distribution of Valvoline Inc.'s common stock,2021, the Board of Directors of Ashland announced a quarterly cash dividend of 22.530 cents per share to eligible shareholders atstockholders of record, which was paid for quarterly dividendsin the third quarter of fiscal 2021. This dividend represented a 9% increase over the previous quarter's dividend. Dividends of 27.5 cents per share were paid in the first and second quarters of fiscal 2021, each quarter of fiscal 20182020, and the third and fourth quarters of fiscal 2017. This represented a reduction from the previous quarterly dividend of 39 cents per share which was paid for quarterly dividends in the first and second quarters of fiscal 2017.

2019.

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.

 

 

2021

 

 

2020

 

(In millions)

 

Before
tax

 

 

Tax
(expense) benefit

 

 

Net of
tax

 

 

Before
tax

 

 

Tax
(expense) benefit

 

 

Net of
tax

 

Three months ended June 30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized translation gain (loss)

 

$

23

 

 

$

0

 

 

$

23

 

 

$

7

 

 

$

0

 

 

$

7

 

Total other comprehensive income (loss)

 

$

23

 

 

$

0

 

 

$

23

 

 

$

7

 

 

$

0

 

 

$

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended June 30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized translation gain (loss)

 

$

38

 

 

$

(1

)

 

$

37

 

 

$

(7

)

 

$

0

 

 

$

(7

)

Total other comprehensive income (loss)

 

$

38

 

 

$

(1

)

 

$

37

 

 

$

(7

)

 

$

0

 

 

$

(7

)

27


Summary of stockholders’ equity

A reconciliation of changes in stockholders’ equity are as follows:

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Common stock and paid in capital

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

773

 

 

$

766

 

 

$

770

 

 

$

757

 

Common shares issued under stock incentive and other plans (a)

 

 

4

 

 

 

3

 

 

 

7

 

 

 

12

 

Balance, end of period

 

 

777

 

 

 

769

 

 

 

777

 

 

 

769

 

Retained earnings

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

2,710

 

 

 

2,641

 

 

 

2,649

 

 

 

3,224

 

Adoption of new accounting pronouncements (b)

 

 

 

 

 

 

 

 

(2

)

 

 

 

Net income (loss)

 

 

80

 

 

 

37

 

 

 

176

 

 

 

(513

)

Regular dividends

 

 

(19

)

 

 

(17

)

 

 

(52

)

 

 

(50

)

Balance, end of period

 

 

2,771

 

 

 

2,661

 

 

 

2,771

 

 

 

2,661

 

Accumulated other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

(369

)

 

 

(424

)

 

 

(383

)

 

 

(410

)

Unrealized translation gain (loss)

 

 

23

 

 

 

7

 

 

 

37

 

 

 

(7

)

Balance, end of period

 

 

(346

)

 

 

(417

)

 

 

(346

)

 

 

(417

)

Total stockholders' equity

 

$

3,202

��

 

$

3,013

 

 

$

3,202

 

 

$

3,013

 

Cash dividends declared per common share

 

$

0.300

 

 

$

0.275

 

 

$

0.850

 

 

$

0.825

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Common shares issued were 24,452 shares and 14,460 for the three months ended June 30, 2021 and 2020, respectively, and 165,158 shares and 293,485 shares for the nine months ended June 30, 2021 and 2020, respectively.
(b)
Represents adjustment related to the adoption of the new guidance related to allowances for credit losses described in Note A.

28


ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE M – EQUITY ITEMS (continued)


 2017 2016
   Tax
     Tax
  
 Before
 (expense)
 Net of
 Before
 (expense)
 Net of
(In millions)tax
 benefit
 tax
 tax
 benefit
 tax
Three months ended December 31           
Other comprehensive income (loss)           
Unrealized translation gain (loss)$3
 $
 $3
 $(150) $4
 $(146)
Pension and postretirement obligation adjustment:           
Amortization of unrecognized prior service           
credits included in net income (a)

 
 
 (3) 2
 (1)
Net change in available-for-sale securities:           
Unrealized gains during period11
 (2) 9
 
 
 
Reclassification adjustment for realized gains           
included in net income(1) 
 (1) 
 
 
Total other comprehensive income (loss)$13
 $(2) $11
 $(153) $6
 $(147)
            
(a)For the three months ended December 31, 2016, the amortization of unrecognized prior service credits was related to pension and other postretirement benefit plans that transferred to Valvoline and was classified in the discontinued operations caption on the Statements of Consolidated Comprehensive Income (Loss).
NOTE NO – STOCK INCENTIVE PLANS

Ashland has stock incentive plans under which key employees or directors are granted stock appreciation rights (SARs), performance awards or nonvested stock awards.  Each program is typically a long-term incentive plan designed to link employee compensation with increased shareholder value or reward superior performance and encourage continued employment with Ashland.  Ashland recognizes compensation expense for the grant date fair value of stock-based awards over the applicable vesting period.

The components of Ashland’s pretaxpre-tax stock-based compensation expense included in continuing operations are as follows:

 

Three months ended

 

 

Nine months ended

 

 

June 30

 

 

June 30

 

(In millions)

2021 (a)

 

 

2020 (b)

 

 

2021 (a)

 

 

2020 (b)

 

SARs

$

0

 

 

$

1

 

 

$

1

 

 

$

4

 

Nonvested stock awards

 

2

 

 

 

4

 

 

 

8

 

 

 

7

 

Performance share awards

 

2

 

 

 

0

 

 

 

5

 

 

 

1

 

 

$

4

 

 

$

5

 

 

$

14

 

 

$

12

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
 Three months ended
 December 31
(In millions)
2017 (a)

 
2016 (b)

SARs$1
 $1
Nonvested stock awards6
 4
Performance awards4
 2
 $11
 $7
    
(a)The three months ended December 31, 2017 included $2Included 0 and $2 million of expense related to cash-settled nonvested restricted stock awards and $2 million of expense related to cash-settled performance units.
(b)The three months ended December 31, 2016 included $1 million of expense related to cash-settled nonvested restricted stock awards and $1 million of expense related to cash-settled performance units.
SARs
SARs are granted to employees or directors at a price equal to the fair market value of the stock on the date of grant and typically become exercisable over periods of one to three years.  Unexercised SARs lapse ten years and one month after the date of grant. SARs granted for the three months ended December 31, 2017 and 2016 were 470 thousand and 422 thousand, respectively. As of December 31, 2017, there was $13 million
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE N – STOCK INCENTIVE PLANS (continued)

of total unrecognized compensation costs related to SARs.  That cost is expected to be recognized over a weighted-average period of 2.4 years.  Ashland estimates the fair value of SARs granted using the Black-Scholes option-pricing model.  This model requires several assumptions, which Ashland has developed and updates based on historical trends and current market observations.  The accuracy of these assumptions is critical to the estimate of fair value for these equity instruments.
Nonvested stock awards
Nonvested stock awards are granted to employees or directors at a price equal to the fair market value of the stock on the date of grant and generally vest over a one-to-five-year period.  However, such shares or units are subject to forfeiture upon termination of service before the vesting period ends. Only nonvested stock awards granted in the form of shares entitle employees or directors to vote the shares.  Dividends on nonvested stock awards granted are in the form of additional units or shares of nonvested stock awards, which are subject to vesting and forfeiture provisions.  
Stock-settled nonvested stock awards
Nonvested stock awards granted in the form of shares were 142 thousand and 81 thousand for the three months ended December 31, 2017 and 2016, respectively. As of December 31, 2017, there was $12 million of total unrecognized compensation costs related to these nonvested stock awards.  That cost is expected to be recognized over a weighted-average period of 2.0 years.
Cash-settled nonvested stock awards
Certain nonvested stock awards are granted to employees and are settled in cash upon vesting. As of December 31, 2017, 220 thousand cash-settled nonvested stock awards were outstanding. The value of these cash-settled nonvested stock awards changes in connection with changes in the fair market value of the Ashland Common Stock. These awards generally vest over a period of three years. The expense recognized related to cash-settled nonvested restricted stock awards was $2 million and $1 million during the three and nine months ended December 31, 2017June 30, 2021.
(b)
Included $2 million and 2016, respectively.
Executive performance incentive and retention program
During 2016, certain executives were granted performance-based restricted shares of Ashland in order to provide an incentive to remain employed in the period after the full separation. At December 31, 2017, there were 60 thousand shares outstanding in connection with these awards, which includes forfeitures and the cumulative value of forfeitable dividends. The expense recognition for these awards commenced upon completing the full separation of Valvoline which occurred on May 12, 2017, as discussed further in Note B, and resulted in $2$1 million of expense related to cash-settled nonvested restricted stock awards during the three and nine months June 30, 2020.

NOTE P – REVENUE

Revenue recognition

Ashland’s revenue is measured as the amount of consideration it expects to receive in exchange for transferring goods or providing services and is recognized when performance obligations are satisfied under the terms of contracts with customers. Ashland generally utilizes standardized language for the three months ended December 31, 2017. Asterms of December 31, 2017, there was $8 millioncontracts, unless a separate agreement has been entered into with a customer that supersedes the standard language.

A performance obligation is deemed to be satisfied by Ashland when control of total unrecognized compensation costs related to these awards.

Performance awards
Ashland sponsors a long-term incentive plan that awards performance shares/units to certain key employees that are primarily tied to Ashland’s overall financial performance relative to internal targets. Additionally, certain outstanding performance awards are tied to Ashland's overall financial performance relativethe product or service is transferred to the financialcustomer. The transaction price of a contract, or the amount Ashland expects to receive upon satisfaction of all performance of selected industry peer groups.  Awards are granted annually, with each award coveringobligations, is determined by reference to the contract’s terms and includes adjustments, if applicable, for any variable consideration, such as volume discounts, rebates, refunds and right to return. Where a three-year vesting period. 
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE N – STOCK INCENTIVE PLANS (continued)

For awards granted in fiscal 2016,contract contains more than one distinct performance obligation, the transaction price is allocated to each performance share/unitobligation based on the standalone selling price of each performance obligation, although these situations do not occur frequently and are generally not included within Ashland’s contracts. Any unsatisfied performance obligations are not material. Standalone selling prices are based on prices Ashland charges to customers, which in some cases is convertiblebased on established market prices. Ashland generally collects the cash from its customers within 60 days of the product delivery date. Sales and other similar taxes collected from customers on behalf of third parties are excluded from the contract price.

All of Ashland’s revenue is derived from contracts with customers, and nearly all contracts with customers contain one performance obligation for the transfer of goods where such performance obligation is satisfied at a point in time. Control of a product is deemed to be transferred to the customer generally upon shipment or delivery. Costs for shipping and handling activities, whether performed before or after the customer obtains control of the goods, are accounted for as fulfillment costs when not reimbursed.

Costs incurred to obtain contracts with customers have historically not been significant and are expensed immediately as the amortization period is generally one shareyear or less. Ashland estimates expected credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of Ashland Common Stock.  These plansthe customers receivable amount.

Trade receivables

Trade receivables are defined as receivables arising from contracts with customers and are recorded as a component of stockholders’ equity inwithin the accounts receivable caption within the Condensed Consolidated Balance Sheets. Performance measures usedAshland’s trade receivables were $345 million and $441 million as of June 30, 2021 and September 30, 2020, respectively. See Note H for additional information on Ashland’s program to determine the actual numbersell certain receivables on a revolving basis to third party banks up to an aggregate purchase limit.

29


Disaggregation of performance shares issuable upon vesting include an equal weighting of Ashland’s total shareholder return (TSR) performancerevenue

Ashland disaggregates its revenue by segment and Ashland’s return on investment (ROI) performancegeographical region as compared to the internal targets.  TSR relative to peers is considered a market condition while ROI is considered a performance condition under applicable U.S. GAAP. 

For awards granted in fiscal 2017 and 2018, the performance measure used to determine the actual number of performance shares/units issuable upon vesting isAshland believes these categories best depict how management reviews the financial performance of Ashland compared to award targets. The financial performance award metric is considered a performance condition under applicable U.S. GAAP. Additionally,its operations. See the actual number of performance shares/units issuable upon vesting can be potentially increased or decreased based on a TSR performance modifier relative to peers of Ashland. For awards granted in fiscal 2017, each performance unit will be settled in cash based on the fair value of Ashland common stock. For awards granted in fiscal 2018, each performance share/unit is convertible to one share of Ashland Common Stock.
Nonvested performance shares/units do not entitle employees to vote the shares or to receive any dividends thereon. Performance shares/units grantedfollowing tables for the three months ended December 31, 2017 and 2016 were 101 thousand and 56 thousand, respectively. As of December 31, 2017, there was $17 million of total unrecognized compensation costs related to performance shares/units.  That cost is expected to be recognized over a weighted-average period of 2.2 years.details. See Note Q for additional information.

Sales by geography

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Life Sciences

 

North America

 

$

60

 

 

$

58

 

 

$

171

 

 

$

166

 

Europe

 

 

63

 

 

 

62

 

 

 

177

 

 

 

174

 

Asia Pacific

 

 

52

 

 

 

50

 

 

 

146

 

 

 

135

 

Latin America & other

 

 

18

 

 

 

19

 

 

 

54

 

 

 

53

 

 

$

193

 

 

$

189

 

 

$

548

 

 

$

528

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Personal Care & Household

 

North America

 

$

46

 

 

$

42

 

 

$

129

 

 

$

133

 

Europe

 

 

59

 

 

 

65

 

 

 

162

 

 

 

190

 

Asia Pacific

 

 

25

 

 

 

28

 

 

 

68

 

 

 

74

 

Latin America & other

 

 

17

 

 

 

20

 

 

 

50

 

 

 

54

 

 

$

147

 

 

$

155

 

 

$

409

 

 

$

451

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Specialty Additives

 

North America

 

$

53

 

 

$

50

 

 

$

146

 

 

$

148

 

Europe

 

 

65

 

 

 

48

 

 

 

179

 

 

 

157

 

Asia Pacific

 

 

43

 

 

 

29

 

 

 

123

 

 

 

97

 

Latin America & other

 

 

8

 

 

 

8

 

 

 

26

 

 

 

27

 

 

$

169

 

 

$

135

 

 

$

474

 

 

$

429

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Performance Adhesives

 

North America

 

$

74

 

 

$

59

 

 

$

215

 

 

$

196

 

Europe

 

 

14

 

 

 

8

 

 

 

35

 

 

 

24

 

Asia Pacific

 

 

4

 

 

 

2

 

 

 

11

 

 

 

5

 

Latin America & other

 

 

2

 

 

 

1

 

 

 

6

 

 

 

4

 

 

$

94

 

 

$

70

 

 

$

267

 

 

$

229

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Intermediates and Solvents

 

North America

 

$

33

 

 

$

21

 

 

$

73

 

 

$

59

 

Europe

 

 

7

 

 

 

6

 

 

 

19

 

 

 

17

 

Asia Pacific

 

 

7

 

 

 

8

 

 

 

21

 

 

 

21

 

Latin America & other

 

 

2

 

 

 

2

 

 

 

5

 

 

 

5

 

 

$

49

 

 

$

37

 

 

$

118

 

 

$

102

 

30


NOTE OQ – 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 isand EBITDA are the primary measure on the Statementsmeasures of Consolidated Comprehensive Income (Loss)performance that isare 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.

Change in

Reportable Segments

Subsequent to completing the separation from Valvoline Inc. on May 12, 2017, Ashland's operations are managed by the chief operating decision maker within the following three

Ashland’s reportable segments:segments include Life Sciences, Personal Care & Household, Specialty Ingredients, CompositesAdditives, Performance Adhesives and Intermediates and Solvents. As a result,Unallocated and Other includes corporate governance activities and certain legacy matters. Ashland has also provided subtotals by its consumer and industrial businesses to reflect the financial information for the newend markets served by each reportable segments (Composites and Intermediates and Solvents) has been disclosed for all periods presented. Prior to the separation from Valvoline Inc., Composites and Intermediates and Solvents were reporting units included within the previous Ashland Performance Materials reportable segment.

Reportable segment business descriptions

Specialty Ingredients

Consumer Specialties

The Consumer Specialties business is comprised of the following reportable segments:

Life Sciences is comprised of pharmaceuticals, nutrition, nutraceuticals, agricultural chemicals, 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 providing 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 & Household is comprised of biofunctionals, preservatives, skin care, sun care, oral care, hair care and household. These businesses have a global leader in cellulose ethers, vinyl pyrrolidonesbroad range of nature-based, biodegradable, and biofunctionals. It offers industry-leading products, technologiesperformance-enhancing ingredients for customer-driven solutions to help protect, renew, moisturize and resources for solving formulationrevitalize skin and product-performance challenges. Specialty Ingredients uses natural, synthetichair, and semisynthetic polymers derived from cellulose ethers, vinyl pyrrolidones, acrylic polymers, polyester and polyurethane-based adhesives, and plant and seed extract. Specialty Ingredients’ end markets offer comprehensive and innovativeprovide solutions for today’s demandingtoothpastes, 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 industrial applications. Key customers include: pharmaceutical companies; makers of personal care products, food and beverages; makers of nutraceuticals and supplements; manufacturers of paint, coatings and construction materials; packaging and converting; and oilfield servicesmaller, independent boutique companies. On May 17, 2017,April 30, 2021, Ashland completed its acquisition of the stockSchülke personal care business. The business, results and cash flows of Pharmachem, a leading providerSchülke have been integrated within the Personal Care & Household operating segment. See Note B for more information.

Industrial Specialties

The Industrial Specialties business is comprised of qualitythe following reportable segments:

Specialty Additives is comprised of rheology- and performance-enhancing additives serving the 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 to

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE O – REPORTABLE SEGMENT INFORMATION (continued)



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.

31


Performance Adhesives is comprised of adhesives used in packaging, converting and structural applications. Packaging adhesives has an extensive line of pressure sensitive adhesives, functional coatings and primers combined with innovative technology solutions for narrow-, mid- and wide-web applications. Products meet stringent requirements in food and beverage safety, shipping, transportation, health and wellness industriesbeauty, industrial, postage and high-value differentiated productssecurity printing. Structural adhesives include light weighting vehicles and eliminating VOCs in buildings. Customers include converters of packaging materials, manufacturers of building materials and tier one suppliers to fragrance and flavor houses. With 14 manufacturing facilities in the United States and Mexico, New Jersey-based Pharmachem develops, manufactures and supplies custom and branded nutritional and fragrance products. See Note C for more information.

Composites is a global leader in unsaturated polyester resins, vinyl ester resins and gelcoats. The Composites business manufactures and sells a broad range of general-purpose and high-performance grades of unsaturated polyester and vinyl ester resins, gelcoats and low-profile additives for the reinforced plasticstransportation industry. The products in the Composites business provide an array of functional properties including corrosion resistance, fire retardance, ultraviolet resistance, water and chemical resistance, high mechanical strength, impact and scratch resistance and high strength-to-weight ratios. Key end markets include transportation, construction, marine and infrastructure. In addition, the business manufactures and sells molten maleic anhydride for the manufacture of a variety of products such as unsaturated polyester resins, copolymers, lubricating oil additives, alkenyl succinic anhydrides, malic acid, fumaric acid and numerous derivative chemicals. Key markets include composites, personal care, dispersants and paper sizing.

Other

Intermediates and Solvents is a leading producercomprised of the production of 1,4 butanediol (BDO) and related derivatives, including tetrahydrofuran and 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 suppliedprovided to Ashland’sLife Sciences, Personal Care, and Specialty Ingredients businessAdditives for use as a raw material.

Unallocated and Other generally includes items such as certain significant company-wide restructuring activities, including internal separationcorporate governance costs and legacy costs or adjustmentsactivities 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 adjustmentsactivities that relate to former businesses that Ashland no longer operates. The service cost component of pension and other postretirement benefits costs is allocated to each reportable segment on a ratable basis; while the remaining components of pension and other postretirement benefits costs are recorded within the other net periodic benefit income 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.

32


The following table presents various financial information for each reportable segment for the three and nine months ended December 31, 2017June 30, 2021 and 2016. 

2020.

 

Three months ended

 

 

Nine months ended

 

 

June 30

 

 

June 30

 

(In millions - unaudited)

2021

 

 

2020

 

 

2021

 

 

2020

 

SALES

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

$

193

 

 

$

189

 

 

$

548

 

 

$

528

 

Personal Care & Household

 

147

 

 

 

155

 

 

 

409

 

 

 

451

 

Consumer Specialties

 

340

 

 

 

344

 

 

 

957

 

 

 

979

 

Specialty Additives

 

169

 

 

 

135

 

 

 

474

 

 

 

429

 

Performance Adhesives

 

94

 

 

 

70

 

 

 

267

 

 

 

229

 

Industrial Specialties

 

263

 

 

 

205

 

 

 

741

 

 

 

658

 

Intermediates and Solvents

 

49

 

 

 

37

 

 

 

118

 

 

 

102

 

Intersegment sales (a)

 

 

 

 

 

 

 

 

 

 

 

Intermediates and Solvents

 

(15

)

 

 

(12

)

 

 

(30

)

 

 

(22

)

$

637

 

 

$

574

 

 

$

1,786

 

 

$

1,717

 

OPERATING INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

$

37

 

 

$

40

 

 

$

101

 

 

$

97

 

Personal Care & Household

 

16

 

 

 

16

 

 

 

49

 

 

 

(309

)

Consumer Specialties

 

53

 

 

 

56

 

 

 

150

 

 

 

(212

)

Specialty Additives (b)

 

15

 

 

 

15

 

 

 

36

 

 

 

(137

)

Performance Adhesives

 

13

 

 

 

13

 

 

 

52

 

 

 

40

 

Industrial Specialties

 

28

 

 

 

28

 

 

 

88

 

 

 

(97

)

Intermediates and Solvents

 

11

 

 

 

7

 

 

 

17

 

 

 

(7

)

Unallocated and other

 

(30

)

 

 

(43

)

 

 

(81

)

 

 

(87

)

 

$

62

 

 

$

48

 

 

$

174

 

 

$

(403

)

DEPRECIATION EXPENSE

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

$

9

 

 

$

8

 

 

$

26

 

 

$

24

 

Personal Care & Household

 

10

 

 

 

10

 

 

 

29

 

 

 

30

 

Consumer Specialties

 

19

 

 

 

18

 

 

 

55

 

 

 

54

 

Specialty Additives

 

16

 

 

 

15

 

 

 

49

 

 

 

46

 

Performance Adhesives

 

2

 

 

 

4

 

 

 

9

 

 

 

10

 

Industrial Specialties

 

18

 

 

 

19

 

 

 

58

 

 

 

56

 

Intermediates and Solvents

 

4

 

 

 

4

 

 

 

10

 

 

 

10

 

 

$

41

 

 

$

41

 

 

$

123

 

 

$

120

 

AMORTIZATION EXPENSE

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

$

7

 

 

$

7

 

 

$

21

 

 

$

21

 

Personal Care & Household

 

11

 

 

 

9

 

 

 

30

 

 

 

27

 

Consumer Specialties

 

18

 

 

 

16

 

 

 

51

 

 

 

48

 

Specialty Additives

 

5

 

 

 

5

 

 

 

14

 

 

 

14

 

Performance Adhesives

 

1

 

 

 

0

 

 

 

1

 

 

 

1

 

Industrial Specialties

 

6

 

 

 

5

 

 

 

15

 

 

 

15

 

Intermediates and Solvents

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

$

24

 

 

$

21

 

 

$

66

 

 

$

63

 

EBITDA (c)

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

$

53

 

 

$

55

 

 

$

148

 

 

$

142

 

Personal Care & Household

 

37

 

 

 

35

 

 

 

108

 

 

 

(252

)

Consumer Specialties

 

90

 

 

 

90

 

 

 

256

 

 

 

(110

)

Specialty Additives

 

36

 

 

 

35

 

 

 

99

 

 

 

(77

)

Performance Adhesives

 

16

 

 

 

17

 

 

 

62

 

 

 

51

 

Industrial Specialties

 

52

 

 

 

52

 

 

 

161

 

 

 

(26

)

Intermediates and Solvents

 

15

 

 

 

11

 

 

 

27

 

 

 

3

 

Unallocated and other

 

(30

)

 

 

(43

)

 

 

(81

)

 

 

(87

)

 

$

127

 

 

$

110

 

 

$

363

 

 

$

(220

)

33


 

June 30

 

 

September 30

 

(In millions - unaudited)

2021

 

 

2020

 

TOTAL ASSETS

 

 

 

 

 

Life Sciences

$

1,941

 

 

$

1,974

 

Personal Care & Household (d)

 

1,204

 

 

 

939

 

Consumer Specialties

 

3,145

 

 

 

2,913

 

Specialty Additives

 

1,646

 

 

 

1,666

 

Performance Adhesives

 

599

 

 

 

591

 

Industrial Specialties

 

2,245

 

 

 

2,257

 

Intermediates and Solvents

 

154

 

 

 

161

 

Unallocated and other

 

1,222

 

 

 

1,546

 

 

$

6,766

 

 

$

6,877

 

 

 

 

 

 

 

(a)
Intersegment sales from Intermediates and Solvents are accounted for at prices that approximate fair value. All other intersegment sales are accounted for at cost.
(b)
Includes a capital project impairment of $9 million for the nine months ended June 30, 2021 relating to a long-term capital project plan change at a plant facility.
(c)
Excludes income (loss) from discontinued operations, other net periodic benefit income (expense) and net income (loss) on divestitures. See the Statement of Consolidated Comprehensive Income (Loss) for applicable amounts excluded.
(d)
See Note B for acquired assets associated with the Schülke personal care business on April 30, 2021.

34


ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE O – REPORTABLE SEGMENT INFORMATION (continued)



 Three months ended
 December 31
(In millions - unaudited)2017
 2016
SALES   
Specialty Ingredients$550
 $482
Composites218
 165
Intermediates and Solvents74
 57
 $842
 $704
OPERATING INCOME (LOSS) 
  
Specialty Ingredients$42
 $40
Composites18
 15
Intermediates and Solvents8
 (7)
Unallocated and other(29) (33)
 $39
 $15
ASHLAND GLOBAL HOLDINGS 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. In addition, Ashland may from time to time make forward-looking statements in its annual reports,Annual Report to Shareholders, quarterlyreports 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 acquisition of PharmachemSchülke & Mayr’s personal care business (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 Ashland’s growth strategies; the potential that Ashland does not realize allcompetitive nature of the expected benefits of the separation of its ValvolineAshland’s business; the potential that the Tax Cuts and Jobs Act enacted on December 22, 2017 will have a negative impact on Ashland’s financial results, and 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).  Various risks; the effects of the COVID-19 pandemic on the geographies in which Ashland operates, the end markets Ashland serves and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements, including,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 in its most recent Form 10-K filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. 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 is 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.



35


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ASHLAND GLOBAL HOLDINGS 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 premier global leader in providing specialty chemical solutions tomaterials company with a conscious and proactive mindset for sustainability. The Company serves customers in a wide range of consumer and industrial markets, including adhesives, architectural coatings, automotive, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. With approximately 6,5004,200 employees worldwide, Ashland serves customers in more than 100 countries.

Ashland’s sales generated outside of North America were 61% for the three and nine months ended June 30, 2021 and 62% and 60% for both the three and nine months ended December 31, 2017 and 2016.June 30, 2020, respectively. Sales by region expressed as a percentage of total consolidated sales for the three and nine months ended December 31June 30 were as follows:

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

Sales by Geography

 

2021

 

 

2020

 

 

2021

 

 

2020

 

North America (a)

 

 

39

%

 

 

38

%

 

 

39

%

 

 

40

%

Europe

 

 

33

%

 

 

33

%

 

 

32

%

 

 

33

%

Asia Pacific

 

 

21

%

 

 

20

%

 

 

21

%

 

 

19

%

Latin America & other

 

 

7

%

 

 

9

%

 

 

8

%

 

 

8

%

 

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
 Three months ended
 December 31
Sales by Geography2017
 2016
North America (a)
40% 40%
Europe34% 31%
Asia Pacific18% 20%
Latin America & other8% 9%
 100% 100%
    
(a)Ashland includes only U.S. and Canada in its North America designation.

Reportable segments

Subsequent to completing the separation from Valvoline Inc., Ashland's businesses are managed within the following three

Ashland’s reportable segments:segments include Life Sciences, Personal Care & Household, Specialty Ingredients, CompositesAdditives, Performance Adhesives and Intermediates and Solvents. For further descriptions ofUnallocated and Other includes corporate governance activities and certain legacy matters. Ashland has also provided subtotals by its consumer and industrial businesses to reflect the end markets served by each reportable segment, see “Results of Operations – Reportable Segment Review” beginning on page 45.

segment. The contribution to sales by each reportable segment expressed as a percentage of total consolidated sales for the three and nine months ended December 31June 30 were as follows:

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

Sales by Reportable Segment

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Life Sciences

 

 

31

%

 

 

33

%

 

 

31

%

 

 

31

%

Personal Care & Household

 

 

23

%

 

 

27

%

 

 

23

%

 

 

26

%

Consumer Specialties

 

 

54

%

 

 

60

%

 

 

54

%

 

 

57

%

Specialty Additives

 

 

27

%

 

 

24

%

 

 

27

%

 

 

25

%

Performance Adhesives

 

 

15

%

 

 

12

%

 

 

15

%

 

 

14

%

Industrial Specialties

 

 

42

%

 

 

36

%

 

 

42

%

 

 

39

%

Intermediates and Solvents

 

 

4

%

 

 

4

%

 

 

4

%

 

 

4

%

 

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

36


KEY DEVELOPMENTS

Business results current quarter

Ashland recorded net income of $80 million (income of $87 million in continuing operations and loss of $7 million in discontinued operations) and net income of $37 million (income of $50 million in continuing operations and loss of $13 million in discontinued operations) in the current and prior year quarters, respectively. Ashland’s EBITDA of $122 million increased by $25 million, while Ashland’s Adjusted EBITDA was $148 million for the current quarter compared to $143 million in the prior year quarter (see U.S. GAAP reconciliation below under consolidated review). These increases were primarily driven by improved industrial volumes and favorable foreign currency, partially offset by weaker personal care volumes and increased plant, manufacturing, and shipping costs.

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. This includes the execution of shelter in place, social distancing and deep cleaning process requirements. Through the third quarter of fiscal year 2021, Ashland has not experienced any additional major operating surprises related to the COVID-19 pandemic, continues to maintain a robust supply chain in a challenging environment, had strong safety performance in the face of unprecedented pressures and improved operating discipline across each of its businesses. The consumer specialties businesses continued to show resiliency in the face of difficult economic circumstances. The industrial specialties businesses and the Intermediates and Solvents business experienced downward pressure on demand as a result of the COVID-19 pandemic’s impact on those businesses’ end markets in 2020, with improved conditions through the third quarter of 2021. Ashland’s overall liquidity remains strong and Ashland is 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 continue to improve.

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.

Other items

Operational business model changes and restructurings

During the second quarter of fiscal year 2020, Ashland changed the manner in which it manages the business moving from a functionally led to a business led organization. This new business-centric operational redesign of core operating systems and processes lead to a realignment in both the selling, general and administrative and research and development costs (SARD) associated with each business. In addition to the realignment of SARD, a productivity review with a focus on cost of goods sold (COGS) was also initiated. Based on these initiatives, Ashland is currently targeting the following savings:

$50 million of incremental SARD cost savings
 Three months ended
 December 31
Sales by Reportable Segment2017
 2016
Specialty Ingredients65% 69%
Composites26% 23%
Intermediates and Solvents9% 8%
 100% 100%
$50 million of incremental COGS productivity savings
ASHLAND GLOBAL HOLDINGS INC. AND

37


As of June 30, 2021, Ashland achieved greater than 91% of its target run-rate cost savings, representing $93 million in annualized run-rate savings under these initiatives. Ashland expects to be substantially complete with these initiatives by the end of the calendar year 2021.

Personal Care & Household acquisition

On April 30, 2021, Ashland completed its acquisition of the personal care business of Schülke & Mayr GmbH (Schülke), a portfolio company of the global investment organization EQT. Ashland has included the purchase of this business within the Personal Care and Household reporting segment.

The acquisition was recorded by Ashland using the purchase method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible assets and liabilities acquired based on respective fair values.

The all-cash purchase price of Schülke was $311 million. Ashland incurred acquisition related transaction cost of $2 million and $4 million during the three and nine months ended June 2021, respectively, which are recorded within the net income on acquisitions and divestitures caption within the Statement of Consolidated Comprehensive Income (Loss). Within this same caption, Ashland recognized income of $4 million and $1 million during the three and nine months ended June 30, 2021, respectively, associated with foreign currency derivative and gains on foreign exchange contracts entered into to mitigate the exposure of the Euro denominated purchase price.

Strategic review of Performance Adhesives business

On May 25, 2021, Ashland announced a strategic review of its Performance Adhesives business unit. Ashland intends to evaluate all options with respect to the business unit, including a potential sale. Ashland anticipates completing the strategic review by the end of calendar year 2021.

RESULTS OF OPERATIONS – CONSOLIDATED SUBSIDIARIES

REVIEW

Consolidated review

Net income

Ashland’s net income is primarily affected by results within operating income, net interest and other expense, income taxes, discontinued operations and other significant events or transactions that are unusual or nonrecurring.

Current Quarter – Key financial results for the three months ended June 30, 2021 and 2020 included the following:

MANAGEMENT’S DISCUSSION AND ANALYSIS


KEY DEVELOPMENTS
Business results
Ashland’s net income amounted to $80 million compared to $37 million for the three months ended June 30, 2021 and 2020, respectively, or income of $1.29 and $0.61 diluted earnings per share, respectively.
Discontinued operations, which are reported net of taxes, resulted in losses of $7 million and $13 million during the three months ended June 30, 2021 and 2020, respectively.
Income from continuing operations, which excludes results from discontinued operations, amounted to income of $87 million and $50 million for the three months ended June 30, 2021 and 2020, respectively.
The effective income tax rates were a benefit of 38% and an expense of 19% for the three months ended June 30, 2021 and 2020, respectively, and were significantly impacted by certain tax discrete items in both the current and prior year quarters.
Ashland incurred pretax net interest and other expense of $1 million and income of $14 million for the three months ended June 30, 2021 and 2020, respectively. This includes gains of $15 million and $31 million on restricted investments, respectively, for the current and prior year quarters.
Net income on divestitures totaled income of $2 million for the three months ended June 30, 2021.
Operating income was $62 million and $48 million for the three months ended June 30, 2021 and 2020, respectively.

Year-to-date – Key financial results for the nine months ended June 30, 2021 and 2020 included the following:

38


Ashland’s net income/loss amounted to income of $176 million compared to a loss of $513 million for the nine months ended June 30, 2021 and 2020, respectively, or income of $2.87 and loss of $8.47 diluted earnings per share, respectively.
Discontinued operations, which are reported net of taxes, resulted in a loss of $14 million and $22 million during the nine months ended June 30, 2021 and 2020, respectively.
Income/loss from continuing operations, which excludes results from discontinued operations, amounted to income of $190 million and a loss of $491 million for the nine months ended June 30, 2021 and 2020, respectively.
Results from continuing operations include a goodwill impairment charge of $530 million during the prior year period related to the Personal Care & Household and the Specialty Additives segments.
The effective income tax rates were benefits of 13% percent and 4% for the nine months ended June 30, 2021 and 2020, respectively, and were significantly impacted by certain tax discrete items in both the current and prior year periods.
Ashland incurred pretax net interest and other expense of $18 million and $113 million for the nine months ended June 30, 2021 and 2020, respectively. This includes gains of $26 million and $9 million on restricted investments, respectively, for the current and prior year periods, as well as charges for $59 million and $9 million for debt refinancing costs and accelerated debt issuance costs, respectively, for the prior year period.
Net income on divestitures totaled income of $11 million and $3 million for the nine months ended June 30, 2021 and 2020, respectively.
Operating income/loss was income of $174 million and a loss of $403 million for the nine months ended June 30, 2021 and 2020, respectively.

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

Current Quarter – Operating income/loss amounted to income of $62 million and $48 million for the three months ended June 30, 2021 and 2020, respectively. The current and prior year quarters’ operating income included certain key items that were excluded to arrive at Adjusted EBITDAand 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:

Restructuring, separation and other costs – Ashland periodically implements company-wide cost reduction programs related to acquisitions, divestitures and other cost reduction programs in order to enhance profitability through streamlined operations and an improved overall cost structure. Ashland often incurs severance, facility and integration costs associated with these programs. See Note D in the Notes to Condensed Consolidated Financial Statements for further information on the restructuring activities.
Inventory adjustment - Ashland recorded non-cash charges related to the fair value adjustment of inventory acquired from Schülke at the date of acquisition during the current quarter.
Environmental reserve adjustments – 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. As a result of these activities, Ashland recorded adjustments during the current and prior year quarters to its environmental liabilities and receivables related to operating facilities and previously divested businesses or non-operational sites. See Note L of the Notes to Condensed Consolidated Financial Statements for more information.

Operating income/loss for both the three months ended June 30, 2021 and 2020 included depreciation and amortization of $65 million and $62 million, respectively.

39


Year-to-date – Operating income/loss amounted to income of $174 million and loss of $403 million for the nine months ended June 30, 2021 and 2020, respectively. The current and prior year periods’ operating income included certain key items that were excluded to arrive at Adjusted EBITDAand 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:

Restructuring, separation and other costs – Ashland periodically implements company-wide cost reduction programs related to acquisitions, divestitures and other cost reduction programs in order to enhance profitability through streamlined operations and an improved overall cost structure. Ashland often incurs severance, facility and integration costs associated with these programs. See Note D in the Notes to Condensed Consolidated Financial Statements for further information on the restructuring activities.
Goodwill impairment – During the prior year period, Ashland realigned its operations into five reportable segments which resulted in a reassessment of the Company’s reporting units used to evaluate goodwill impairment. The impairment test under the new reporting unit structure concluded that the carrying value of the Personal Care & Household and the Specialty Additives reporting units exceeded their fair value, resulting in a non-cash goodwill impairment charge.
Inventory adjustment - Ashland recorded non-cash charges related to the fair value adjustment of inventory acquired from Schülke at the date of acquisition during the current year period. In the prior year period a lower of cost or net realizable value inventory adjustment was recorded. Inventories are carried at the lower of cost or net realizable value. When comparing the stated value of its inventory to its net realizable value, Ashland determined that an adjustment was required for the prior year period.
Capital project impairment - During the current year period, Ashland incurred an impairment charge associated with a long-term capital project plan change at a plant facility.
Environmental reserve adjustments – 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. As a result of these activities, Ashland recorded adjustments during the current and prior year periods to its environmental liabilities and receivables related to operating facilities and previously divested businesses or non-operational sites. See Note L of the Notes to Condensed Consolidated Financial Statements for more information.

Operating income/loss for the nine months ended June 30, 2021 and 2020 included depreciation and amortization of $189 million and $183 million, respectively.

Non-operating key items affecting EBITDA

Net income (loss) on acquisitions and divestitures – Ashland recorded income of $2 million and $11 million during the three and nine months ended June 30, 2021, respectively. This includes a $2 million gain and $3 million of expense relating to transaction costs associated with acquisitions during the three and nine months ended June 30, 2021 and a $14 million gain related to the sale of a Specialty Additives facility during the nine months ended June 30, 2021.

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 and nine months ended June 30, 2021 and 2020.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Sales

 

$

637

 

 

$

574

 

 

$

63

 

 

$

1,786

 

 

$

1,717

 

 

$

69

 

40


The following table provides a reconciliation of the change in sales for the three and nine months ended June 30, 2021 and 2020.

 

 

Three months ended

 

 

Nine months ended

 

(In millions)

 

June 30, 2021

 

 

June 30, 2021

 

Volume

 

$

31

 

 

$

17

 

Pricing

 

 

13

 

 

 

6

 

Currency exchange

 

 

19

 

 

 

46

 

Change in sales

 

$

63

 

 

$

69

 

Current Quarter – Sales for the current quarter increased $63 million compared to the prior year quarter. Favorable volume, including the acquisition of Schülke within the Personal Care and Household reportable segment, product pricing and foreign currency exchange increased sales by $31 million, $13 million and $19 million, respectively.

Year-to-date – Sales for the current year increased $69 million compared to the prior year period. Favorable volume, including the acquisition of Schülke within the Personal Care and Household reportable segment, product pricing and foreign currency exchange increased sales by $17 million, $6 million and $46 million, respectively.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Cost of sales

 

$

439

 

 

$

378

 

 

$

61

 

 

$

1,220

 

 

$

1,171

 

 

$

49

 

Gross profit as a percent of sales

 

 

31.1

%

 

 

34.1

%

 

 

 

 

 

31.7

%

 

 

31.8

%

 

 

 

The following table provides a reconciliation of the change in cost of sales between the three and nine months ended June 30, 2021 and 2020.

 

 

Three months ended

 

 

Nine months ended

 

(In millions)

 

June 30, 2021

 

 

June 30, 2021

 

Changes in:

 

 

 

 

 

 

Volume

 

$

26

 

 

$

22

 

Price/mix

 

 

13

 

 

 

(17

)

Currency exchange

 

 

9

 

 

 

22

 

Operating costs

 

 

13

 

 

 

22

 

Change in cost of sales

 

$

61

 

 

$

49

 

Current Quarter – Cost of sales for the current quarter increased $61 million compared to the prior year quarter. Foreign currency exchange, price/mix, higher volume, including Schülke, and higher operating costs, principally related to current global supply-chain and logistics disruptions, increased cost of sales by $9 million, $13 million, $26 million and $13 million, respectively.

Year-to-date – Cost of sales for the current year increased $49 million compared to the prior year period. Foreign currency exchange, higher volume, including Schülke, and higher operating costs, including the winter storm impact of $11 million and current global supply-chain and logistics disruptions, increased cost of sales by $22 million, $22 million and $22 million, respectively. These increases were offset by the impact of lower price/mix, which decreased cost of sales by $17 million.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Selling, general and administrative expense

 

$

98

 

 

$

113

 

 

$

(15

)

 

$

289

 

 

$

315

 

 

$

(26

)

As a percent of sales

 

 

15.4

%

 

 

19.7

%

 

 

 

 

 

16.2

%

 

 

18.3

%

 

 

 

Current Quarter – Selling, general and administrative expense for the current quarter decreased $15 million compared to the prior year quarter with expenses as a percent of sales decreasing 4.3 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to the prior year quarter were:

Income of $3 million and losses of $14 million comprised of key items for severance, lease abandonment and other restructuring costs during the three months ended June 30, 2021 and 2020, respectively;

41


$22 million and $23 million in net environmental-related expenses during the current and prior year period, respectively (see Note L for more information);
Unfavorable currency exchange of $1 million during the three months ended June 30, 2021.

The remaining decrease was mainly due to achieved cost savings during the three months ended June 30, 2021 from restructuring programs initiated in fiscal year 2020 offset by higher incentive compensation.

Year-to-date – Selling, general and administrative expense for the current year decreased $26 million compared to the prior year period with expenses as a percent of sales decreasing 2.1 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to the prior year period were:

$10 million and $36 million of key items for severance, lease abandonment and other restructuring costs during the nine months ended June 30, 2021 and 2020, respectively;
$9 million related to a capital project impairment during the nine months ended June 30, 2021;
Unfavorable environmental expense of $3 million; and
Unfavorable currency exchange of $7 million during the nine months ended June 30, 2021.

The remaining decrease was mainly due to achieved cost savings during the nine months ended June 30, 2021 from restructuring programs initiated in fiscal year 2020 offset by higher incentive compensation.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Research and development expense

 

$

15

 

 

$

14

 

 

$

1

 

 

$

44

 

 

$

48

 

 

$

(4

)

Current Quarter – Research and development expense is relatively consistent with the prior year quarter.

Year-to-date – The decrease is due to $2 million of one-time research and development credit charges in the prior year period and achieved cost savings from the restructuring programs initiated in fiscal 2020.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Intangibles amortization expense

 

$

24

 

 

$

21

 

 

$

3

 

 

$

66

 

 

$

63

 

 

$

3

 

Current Quarter – The increase in amortization expense in the current quarter is due to the amortization of intangible assets associated with the Schülke acquisition.

Year-to-date – The increase in amortization expense in the current year period is due to the amortization of intangible assets associated with the Schülke acquisition.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Equity and other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

$

1

 

 

$

 

 

$

1

 

 

$

7

 

 

$

7

 

 

$

-

 

 

 

$

1

 

 

$

 

 

$

1

 

 

$

7

 

 

$

7

 

 

$

 

Current Quarter – Other income is relatively consistent with the prior year quarter.

Year-to-date – Other income was primarily related to a gain on sale of excess corporate property of roughly $4 million in the current quarter compared to net incomeyear and a liquidation gain of $10$3 million in the prior year period. Both periods included income from China subsidies.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Goodwill impairment

 

$

 

 

$

 

 

$

 

 

$

 

 

$

530

 

 

$

(530

)

Current Quarter – Ashland did not record an impairment charge in the current or prior year quarter. Ashland’s Adjusted EBITDA

42


Year-to-Date – Ashland recorded an impairment charge of $530 million in the prior year period. See Note G for additional information.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Net interest and other expense (income)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

17

 

 

$

18

 

 

$

(1

)

 

$

50

 

 

$

70

 

 

$

(20

)

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

1

 

Loss on early retirement of debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

59

 

 

 

(59

)

Loss (income) from restricted investments

 

 

(17

)

 

 

(33

)

 

 

16

 

 

 

(37

)

 

 

(17

)

 

 

(20

)

Loss on U.S. Accounts Receivable Sales Program

 

 

1

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

 

 

1

 

Other financing costs

 

 

 

 

 

1

 

 

 

(1

)

 

 

4

 

 

 

2

 

 

 

2

 

 

 

$

1

 

 

$

(14

)

 

$

15

 

 

$

18

 

 

$

113

 

 

$

(95

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Quarter - Net interest and other expense increased by 25% to $136$15 million (see U.S. GAAP reconciliation on page 41). The increase in Adjusted EBITDA was primarily due to growth in the Intermediates and Solvents and Specialty Ingredients reportable segments, which reported increases to Adjusted EBITDA of $16 million and $10 million, respectively. The significant improvement in the performance of Intermediates and Solvents was primarily driven by improved product pricing and reduced costs induring the current quarter compared to the prior year quarter. ExcludingInterest expense decreased $1 million primarily due to lower cost of debt and lower debt levels during the current quarter compared to the prior year quarter. Restricted investments included gains of $15 million compared to $31 million for the three months ended June 30, 2021 and 2020, respectively. See Note E for more information on the restricted investments.

Year-to-date - Net interest and other expense decreased by $95 million during the current year compared to the prior year period. Interest expense decreased $20 million primarily due to lower cost of debt and lower debt levels during the current year compared to the prior year period excluding accelerated debt issuance costs and original issuance discount costs. Ashland incurred $8 million of accelerated debt issuance costs and original issuance discount costs, as well as $59 million of debt refinancing costs during the prior year period. Restricted investments included gains of $26 million compared to $9 million for the nine months ended June 30, 2021 and 2020, respectively. See Note E for more information on the restricted investments.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Other net periodic benefit income

 

$

 

 

$

 

 

$

 

 

$

1

 

 

$

1

 

 

$

 

Current Quarter – Other net periodic benefit income is consistent with the prior year quarter.

Year-to-date – Other net periodic benefit income is consistent with the prior year period.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

 

2020

 

 

Change

 

 

2021

 

 

 

2020

 

 

Change

 

Net income on acquisitions and divestitures

 

$

2

 

 

$

 

 

$

2

 

 

$

11

 

 

$

3

 

 

$

8

 

Current Quarter – The activity in the current quarter relates to a $2 million gain in transaction net costs associated with the personal care acquisition of Pharmachem,Schülke, including a gain of $4 million associated with foreign currency derivatives entered into to mitigate the increaseforeign exchange exposure of the purchase price.

Year-to-date – The activity in profitabilitythe current year relates to a $3 million expense in transaction net costs associated with the personal care acquisition of Schülke, including a gain of $1 million associated with foreign currency derivatives entered into to mitigate the foreign exchange exposure of the purchase price. In addition there was also a $14 million gain related to the sale of a Specialty Additives facility within the current period. The activity in the prior year related to post-closing adjustments for certain divestitures.

 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Income tax expense (benefit)

 

$

(24

)

 

$

12

 

 

$

(36

)

 

$

(22

)

 

$

(21

)

 

$

(1

)

Effective tax rate

 

 

-38

%

 

 

19

%

 

 

 

 

 

-13

%

 

 

-4

%

 

 

 

Current Quarter – 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 a benefit of 38% for

43


the three months ended June 30, 2021. The current quarter tax rate was impacted by jurisdictional income mix, as well as favorable discrete items of $33 million primarily related to uncertain tax positions.

The overall effective tax rate was an expense of 19% for the three months ended June 30, 2020 and was impacted primarily by income mix and unfavorable discrete items of $4 million.

Year-to-date – 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 a benefit 13% for the nine months ended June 30, 2021 and was impacted by jurisdictional income mix, as well as favorable discrete items of $53 million primarily related to the sale of a Specialty IngredientsAdditives facility and uncertain tax positions.

The overall effective tax rate was a benefit of 4% for the nine months ended June 30, 2020 and was primarily impacted by nondeductible goodwill impairment of $527 million as well as $20 million favorable tax discrete items from the tax benefit related to the Swiss Tax Reform enacted in the first quarter of fiscal 2020.

44


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 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 and nine months ended June 30, 2021 and 2020 was significantly impacted by the following tax specific key items:

Uncertain tax positions – Includes the impact from the settlement of uncertain tax positions with various taxing authorities;
Restructuring and separation activity – Includes the impact from company-wide cost reduction programs, and the impact of the sale of a Specialty Additives facility; and
Other tax reform – Includes the impact from other items related to The Tax Cut and Jobs Act (Tax Act) and other tax law changes including Swiss Tax Reform. The Swiss Tax Reform benefit is an estimate based on ten year income projections and is subject to approval by the Swiss tax authorities. Ashland will monitor this amount and make adjustments as appropriate in future periods. These adjustments also include the impact from the deductibility of compensation items and miscellaneous state tax items.

The following table is a calculation of the effective tax rate, excluding these key items.

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

2021

 

 

 

2020

 

 

2021

 

 

 

2020

 

Income (loss) from continuing operations before income taxes

 

$

63

 

 

$

62

 

 

$

168

 

 

$

(512

)

Key items (pre-tax) (a)

 

 

4

 

 

 

2

 

 

 

5

 

 

 

647

 

Adjusted income from continuing operations

 

 

 

 

 

 

 

 

 

 

 

 

before income taxes

 

$

67

 

 

$

64

 

 

$

173

 

 

$

135

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

$

(24

)

 

$

12

 

 

$

(22

)

 

$

(21

)

Income tax rate adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Tax effect of key items

 

 

1

 

 

 

1

 

 

 

(1

)

 

 

20

 

Tax specific key items: (b)

 

 

 

 

 

 

 

 

 

 

 

 

Uncertain tax positions

 

 

33

 

 

 

 

 

 

39

 

 

 

 

Restructuring and separation activity

 

 

 

 

 

 

 

 

13

 

 

 

 

Other tax reform

 

 

 

 

 

 

 

 

 

 

 

25

 

Total income tax rate adjustments

 

 

34

 

 

 

1

 

 

 

51

 

 

 

45

 

Adjusted income tax expense

 

$

10

 

 

$

13

 

 

$

29

 

 

$

24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective tax rate, excluding key items (Non-GAAP) (c)

 

 

15

%

 

 

20

%

 

 

17

%

 

 

18

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
See Adjusted EBITDA reconciliation table disclosed in this MD&A for a summary of the key items, before tax.
(b)
For additional information on the effect that these tax specific key items had on EPS, see the Adjusted Diluted EPS table disclosed in this MD&A.
(c)
Due to rounding conventions, the effective tax rate presented may not recalculate precisely based on the numbers disclosed within this table.

45


 

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Income (loss) from discontinued operation (net of taxes)

 

 

 

 

 

 

 

 

 

 

Composites/Marl facility

 

$

2

 

 

$

1

 

 

$

1

 

 

$

1

 

 

$

5

 

 

$

(4

)

Valvoline

 

 

2

 

 

 

 

 

 

2

 

 

 

2

 

 

 

(1

)

 

 

3

 

Water Technologies

 

 

(1

)

 

 

(1

)

 

 

 

 

 

(1

)

 

 

(1

)

 

 

 

Distribution

 

 

(2

)

 

 

(5

)

 

 

3

 

 

 

(4

)

 

 

(7

)

 

 

3

 

Asbestos

 

 

(8

)

 

 

(8

)

 

 

 

 

 

(8

)

 

 

(15

)

 

 

7

 

Gain (loss) on disposal of discontinued operations (net of taxes)

 

 

 

 

 

 

 

 

 

 

Composites/Marl facility

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

(3

)

 

 

(1

)

 

$

(7

)

 

$

(13

)

 

$

6

 

 

$

(14

)

 

$

(22

)

 

$

8

 

Current Quarter – The activity for Water Technologies, Distribution and Composites/Marl facility during the current and prior year quarters was related to post-closing adjustments. In the prior year quarter,as a result of the divestiture of the Composites segment and Marl facility, the related operating results were reflected as discontinued operations (net of tax) within the Statements of Consolidated Comprehensive Income (Loss). For the Maleic business component of the Composites business not sold to INEOS, the sales and pre-tax operating income included in discontinued operations were $10 million and $2 million, respectively, for the prior year quarter. Asbestos activity in the current and prior year quarter relates to Ashland's annual update associated with asbestos related litigation.

Year-to-date – The activity for Valvoline, Water Technologies, Distribution and Composites/Marl facility during the current and prior year periods was related to post-closing adjustments. In the prior year period,as a result of the divestiture of the Composites segment and Marl facility, the related operating results were reflected as discontinued operations (net of tax) within the Statements of Consolidated Comprehensive Income (Loss). For the Maleic business component of the Composites business not sold to INEOS, the sales and pre-tax operating income included in discontinued operations were $38 million and $9 million, respectively, for the prior year period. Asbestos activity in the current and prior year period primarily relates to Ashland's annual update associated with asbestos related litigation.

Other comprehensive income (loss)

A comparative analysis of the components of other comprehensive income is provided below for the three and nine months ended June 30, 2021 and 2020.

 

Three months ended June 30

 

 

Nine months ended June 30

 

(In millions)

2021

 

 

2020

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Other comprehensive income (loss) (net of taxes)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized translation gain (loss)

$

23

 

 

$

7

 

 

$

16

 

 

$

37

 

 

$

(7

)

 

$

44

 

 

$

23

 

 

$

7

 

 

$

16

 

 

$

37

 

 

$

(7

)

 

$

44

 

Current Quarter – Total other comprehensive income (loss), net of tax, for the current quarter increased $16 million compared to the prior year quarter was primarily driven by improvementsas a result of the following:

For the three months ended June 30, 2021, the change in volume and mix and favorableunrealized gain (loss) from foreign currency exchange.
Tax law changes
The Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017. The Tax Act reduces the U.S. federal corporate tax rate from 35%translation adjustments resulted in a gain of $23 million compared to 21%, requires companies to pay a one-time transition tax on earningsgain of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. At December 31, 2017, Ashland has not completed the internal accounting assessment for the tax effects of enactment of the Tax Act; however, Ashland determined a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. Ashland recognized a provisional amount$7 million for the three months ended December 31, 2017, which is includedJune 30, 2020. The fluctuations in unrealized translation gains and losses are primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.

Year-to-date – Total other comprehensive income (loss), net of tax, for the current year increased $44 million compared to the prior year period primarily as a componentresult of income tax expensethe following:

For the nine months ended June 30, 2021, the change in unrealized gain (loss) from continuing operations. Ashland recorded net unfavorable taxforeign currency translation adjustments resulted in a gain of $16$37 million compared to a loss of $7 million for the nine months ended June 30, 2020. The fluctuations in unrealized translation gains and losses are primarily relateddue to deferred tax rate changes and a one-time transition tax assessed ontranslating foreign cash and unremitted earnings.subsidiary financial statements from local currencies to U.S. Dollars.
RESULTS OF OPERATIONS – CONSOLIDATED REVIEW

46


Use of non-GAAP measures

Ashland has included within this document the following non-GAAP measures, on both a consolidated and reportable segment basis, which are not defined within U.S. GAAP and do not purport to be alternatives to net income or cash flows from operating activities as a measure of operating performance or cash flows:

EBITDA - net income (loss), plus income tax expense (benefit), net interest and other financing expenses, and depreciation and amortization.
Adjusted EBITDA - EBITDA adjusted for noncontrolling interests, discontinued operations, net gainincome (loss) on acquisitions and divestitures, other income and (expense) and key items (including the remeasurement gains and losses related to pension and other postretirement plans).
Adjusted EBITDA margin - Adjusted EBITDA which can include pro forma adjustments, divided by sales.
Adjusted diluted earnings per share (EPS) - income (loss) from continuing operations, adjusted for key items, net of tax, divided by the average outstanding diluted shares for the applicable period.
Adjusted diluted earnings per share (EPS) excluding intangibles amortization expense – Adjusted earnings per share adjusted for intangibles amortization expense net of tax, divided by the average outstanding diluted shares for the applicable period.
Free cash flow - operating cash flows less capital expenditures and certain other adjustments as applicable.

Management believes the use of EBITDA and Adjusted EBITDA measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


operating expenses, providing a perspective not immediately apparent from net income and operating income. The adjustments Ashland makes to derive the non-GAAP measures of EBITDA and Adjusted EBITDA exclude items which may cause short-term fluctuations in net income and operating income and which Ashland does not consider to be the fundamental attributes or primary drivers of its business. EBITDA and Adjusted EBITDA provide disclosure on the same basis as that used by Ashland’s management to evaluate financial performance on a consolidated and reportable segment basis and provide consistency in our financial reporting, facilitate internal and external comparisons of Ashland’s historical operating performance and its business units and provide continuity to investors for comparability purposes.

The Adjusted diluted EPS metric enables Ashland to demonstrate what effect key items have on an earnings per diluted share basis by taking income (loss) from continuing operations, adjusted for key items after tax that have been identified in the Adjusted EBITDA table, and dividing by the average outstanding diluted shares for the applicable period. Ashland’s management believes this presentation is helpful to illustrate how the key items have impacted this metric during the applicable period.

The Adjusted diluted EPS, excluding intangibles amortization expense metric enables Ashland to demonstrate the impact of non-cash intangibles amortization expense on EPS, in addition to the key items previously mentioned. Ashland’s management believes this presentation is helpful to illustrate how previous acquisitions impact applicable period results.

The free cash flow metric enables Ashland to provide a better indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Unlike cash flow provided by operating activities, free cash flow includes the impact of capital expenditures from continuing operations, providing a more complete picture of cash generation. Free cash flow has certain limitations, including that it does not reflect adjustment for certain non-discretionary cash flows such as mandatory debt repayments. The amount of mandatory versus discretionary expenditures can vary significantly between periods.

Although Ashland providesmay provide forward-looking guidance for Adjusted EBITDA, Adjusted diluted EPS and free cash flow, Ashland is not reaffirming or providing forward-looking guidance for U.S. GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items that affect these metrics such as domestic and international economic, political, legislative, regulatory and legal actions. In addition, certain economic conditions, such as recessionary trends, inflation, interest

47


and monetary exchange rates, government fiscal policies and changes in the prices of certain key raw materials, can have a significant effect on operations and are difficult to predict with certainty.

These non-GAAP measures should be considered supplemental in nature and should not be construed as more significant than comparable measures defined by U.S. GAAP. Limitations associated with the use of these non-GAAP measures include that these measures do not present all of the amounts associated with our results as determined in accordance with U.S. GAAP. The non-GAAP measures provided are used by Ashland management and may not be determined in a manner consistent with the methodologies used by other companies. EBITDA and Adjusted EBITDA provide a supplemental presentation of Ashland’s operating performance on a consolidated and reportable segment basis. Adjusted EBITDA generally includes adjustments for items that impact comparability between periods. In addition, certain financial covenants related to Ashland’s 20172020 Credit Agreement are based on similar non-GAAP measures and are defined further in the sections that referencerefer to this metric.

In accordance with U.S. GAAP, Ashland recognizes actuarial gains

EBITDA and losses for defined benefit pension and other postretirement benefit plans annually in the fourth quarterAdjusted EBITDA

EBITDA totaled income of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. Actuarial gains and losses occur when actual experience differs from the estimates used to allocate the change in value of pension and other postretirement benefit plans to expense throughout the year or when assumptions change, as they may each year. Significant factors that can contribute to the recognition of actuarial gains and losses include changes in discount rates used to remeasure pension and other postretirement obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets and other changes in actuarial assumptions, for example, the life expectancy of plan participants. Management believes Adjusted EBITDA,

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


which includes the expected return on pension plan assets yet excludes both the actual return on pension plan assets and the impact of actuarial gains and losses, provides investors with a meaningful supplemental presentation of Ashland’s operating performance (see the Adjusted EBITDA reconciliation table on page 41 for additional details on exact amounts included within this non-GAAP measure related to pension and other postretirement plans.) Management believes these actuarial gains and losses are primarily financing activities that are more reflective of changes in current conditions in global financial markets (and in particular interest rates) that are not directly related to the underlying business. For further information on the actuarial assumptions and plan assets referenced above, see Note M of the Notes to Consolidated Financial Statements within the 2017 Form 10-K.
Consolidated review
Net income
Ashland’s net income is primarily affected by results within operating income, net interest and other financing expense, 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, 2017 and 2016 included the following:
Ashland’s net loss attributable to Ashland amounted to $4$122 million and $1$97 million for the three months ended December 31, 2017June 30, 2021 and 2016,2020, respectively, orand income of $361 million and a loss of $0.07 and $0.01 diluted earnings per share, respectively.  
Ashland’s net income attributable to noncontrolling interest amounted to $11$238 million for the threenine months ended December 31, 2016June 30, 2021 and reflects the noncontrolling interest of Valvoline Inc. before the final separation occurred on May 12, 2017.
Discontinued operations, which are reported net of taxes, resulted in income of $3 million and $75 million during the three months ended December 31, 2017 and 2016, respectively.  The activity within discontinued operations for the three months ended December 31, 2016 includes the operating results of Valvoline Inc.
Loss from continuing operations, which excludes results from discontinued operations, amounted to $7 million and $65 million for the three months ended December 31, 2017 and 2016, respectively.
The effective income tax rate was 200% and 39% for the three months ended December 31, 2017 and 2016, and was impacted by certain discrete items in both the current and prior year quarters. The current quarter rate was primarily impacted by income mix and net unfavorable tax discrete adjustments of $16 million related to the Tax Act.
Ashland incurred pretax net interest and other financing expense of $31 million and $122 million for the three months ended December 31, 2017 and 2016, respectively. The prior year quarter was impacted by $92 million of net charges associated with debt financing activity.
Operating income was $39 million and $15 million for the three months ended December 31, 2017 and 2016, respectively.  
For further information on the items reported above, see the discussion in the comparative Statements of Consolidated Comprehensive Income caption review analysis.
Operating income
Operating income amounted to $39 million and $15 million for the three months ended December 31, 2017 and 2016, respectively. The current and prior year quarters' operating income included certain key items that were excluded to arrive at Adjusted EBITDA. These key items are summarized as follows:
$11 million of environmental charges during the three months ended December 31, 2017;
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


Separation, restructuring and other costs and accelerated depreciation include the following:
$6 million and $22 million of costs related to the separation of Valvoline during the three months ended December 31, 2017 and 2016, respectively;
$4 million of accelerated depreciation related to the planned closure of an office building during the three months ended December 31, 2017;
$2 million of accelerated depreciation for the termination of a contract at a manufacturing facility during the three months ended December 31, 2017;
$1 million of severance and other restructuring charges for the closure of a manufacturing plant during the three months ended December 31, 2017; and
$1 million of integration costs related to the acquisition of Pharmachem for the three months ended December 31, 2017;
Remeasurement gain of $2 million associated with the discontinuation of certain post-employment health and life insurance benefits during the three months ended December 31, 2016; and
a $5 million charge for a legal reserve during the three months ended December 31, 2016.
Operating income for the three months ended December 31, 2017 and 2016 included depreciation and amortization of $73 million and $68 million, respectively (which excluded accelerated depreciation of $6 million for the three months ended December 31, 2017).
EBITDA and Adjusted EBITDA
EBITDA totaled $114 million and $159 million for the three months ended December 31, 2017 and 2016,2020, respectively. EBITDA and Adjusted EBITDA results in the table below have been prepared to illustrate the ongoing effects of Ashland’s operations, which exclude certain key items previously described. Management believes the use of such non-GAAP measures on a consolidated and reportable segment basis assists investors in understanding the impact of Ashland's previous noncontrolling interest in Valvoline Inc.  
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


 Three months ended
 December 31
(In millions)2017
 2016
Net income (loss)$(4) $10
Income tax expense (benefit)14
 (41)
Net interest and other financing expense31
 122
Depreciation and amortization (a)
73
 68
EBITDA114
 159
Income from discontinued operations (net of tax)(3) (75)
Environmental reserve adjustments11
 
Separation, restructuring and other costs8
 22
Accelerated depreciation6
 
Legal reserve
 5
Gain on post-employment plan remeasurement
 (2)
Adjusted EBITDA (b)
$136
 $109
    
(a)Excludes $6 million of accelerated depreciation for the three months ended December 31, 2017.
ongoing operating performance by presenting the financial results between periods on a more comparable basis.

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

 

2020

 

Net income (loss)

 

$

80

 

 

$

37

 

 

$

176

 

 

$

(513

)

Income tax expense (benefit)

 

 

(24

)

 

 

12

 

 

 

(22

)

 

 

(21

)

Net interest and other expense

 

 

1

 

 

 

(14

)

 

 

18

 

 

 

113

 

Depreciation and amortization

 

 

65

 

 

 

62

 

 

 

189

 

 

 

183

 

EBITDA

 

 

122

 

 

 

97

 

 

 

361

 

 

 

(238

)

Loss from discontinued operations (net of tax)

 

 

7

 

 

 

13

 

 

 

14

 

 

 

22

 

Key items included in EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring, separation and other costs

 

 

(2

)

 

 

14

 

 

 

10

 

 

 

36

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

530

 

Inventory adjustment

 

 

2

 

 

 

 

 

 

2

 

 

 

4

 

Capital project impairment

 

 

 

 

 

 

 

 

9

 

 

 

 

Environmental reserve adjustments

 

 

21

 

 

 

19

 

 

 

21

 

 

 

19

 

Net gain (loss) on acquisitions and divestitures

 

 

(2

)

 

 

 

 

 

(11

)

 

 

 

Total key items included in EBITDA

 

 

19

 

 

 

33

 

 

 

31

 

 

 

589

 

Adjusted EBITDA

 

$

148

 

 

$

143

 

 

$

406

 

 

$

373

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total key items included in EBITDA

 

$

19

 

 

$

33

 

 

$

31

 

 

$

589

 

Accelerated amortization of debt issuance costs

 

 

 

 

 

 

 

 

 

 

 

8

 

Debt refinancing costs

 

 

 

 

 

 

 

 

 

 

 

59

 

Unrealized (gain) loss on securities

 

 

(15

)

 

 

(31

)

 

 

(26

)

 

 

(9

)

Total key items, before tax

 

$

4

 

 

$

2

 

 

$

5

 

 

$

647

 

48


Diluted EPS and Adjusted Diluted EPS

The following table reflects the U.S. GAAP calculation for the income (loss) from continuing operations adjusted for the cumulative diluted EPS effect for key items after tax that have been identified in the Adjusted EBITDA table in the previous section. Key items are defined as the financial effects from significant transactions that may have caused short-term fluctuations in net income and/or operating income which Ashland believes do not accurately reflect Ashland’s underlying business performance and trends. The Adjusted diluted EPS for the income (loss) from continuing operations in the following table has been prepared to illustrate the ongoing effects of Ashland’s operations since managementoperations. Management believes theinvestors and analysts use ofthis financial measure in assessing Ashland's business performance and that presenting this non-GAAP measuresmeasure on a consolidated and reportable segment basis assists investors in better understanding Ashland’s ongoing business performance and enhances their ability to compare period-to-period financial results.

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

 

 

2021

 

 

2020

 

 

2021

 

 

 

2020

 

Diluted EPS from continuing operations (as reported)

 

$

1.40

 

 

$

0.81

 

 

$

3.09

 

 

$

(8.11

)

Key items, before tax:

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring, separation and other costs

 

 

(0.04

)

 

 

0.23

 

 

 

0.16

 

 

 

0.58

 

Environmental reserve adjustments

 

 

0.33

 

 

 

0.32

 

 

 

0.33

 

 

 

0.32

 

Capital project impairment

 

 

 

 

 

 

 

 

0.16

 

 

 

 

Unrealized (gain) loss on securities

 

 

(0.24

)

 

 

(0.51

)

 

 

(0.42

)

 

 

(0.15

)

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

8.75

 

Inventory adjustment

 

 

0.03

 

 

 

 

 

 

0.03

 

 

 

0.06

 

Accelerated amortization of debt issuance costs

 

 

 

 

 

 

 

 

 

 

 

0.13

 

Debt refinancing costs

 

 

 

 

 

 

 

 

 

 

 

0.97

 

Net gain (loss) on acquisitions and divestitures

 

 

(0.03

)

 

 

 

 

 

(0.17

)

 

 

 

Key items, before tax

 

 

0.05

 

 

 

0.04

 

 

 

0.09

 

 

 

10.66

 

Tax effect of key items (a)

 

 

(0.02

)

 

 

(0.01

)

 

 

0.02

 

 

 

(0.33

)

Key items, after tax

 

 

0.03

 

 

 

0.03

 

 

 

0.11

 

 

 

10.33

 

Tax specific key items:

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring and separation activity

 

 

 

 

 

 

 

 

(0.22

)

 

 

 

Uncertain tax positions

 

 

(0.52

)

 

 

 

 

 

(0.63

)

 

 

 

Other tax reform related activity

 

 

 

 

 

 

 

 

 

 

 

(0.41

)

Tax specific key items (b)

 

 

(0.52

)

 

 

 

 

 

(0.85

)

 

 

(0.41

)

Total key items

 

 

(0.49

)

 

 

0.03

 

 

 

(0.74

)

 

 

9.92

 

Adjusted diluted EPS from continuing operations (non-GAAP)

 

$

0.91

 

 

$

0.84

 

 

$

2.35

 

 

$

1.81

 

Amortization expense adjustment (net of tax) (c)

 

$

0.31

 

 

$

0.28

 

 

$

0.86

 

 

$

0.83

 

Adjusted diluted EPS from continuing operations (non-GAAP) excluding intangibles amortization expense

 

$

1.22

 

 

$

1.12

 

 

$

3.21

 

 

$

2.64

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Represents the ongoing operating performance by presentingdiluted EPS impact from the financial results between periods on a more comparable basis.  
tax effect of the key items that are identified above.
 Three months ended
 December 31
 2017
 2016
Diluted EPS from continuing operations (as reported)$(0.12) $(1.05)
Key items0.54
 1.19
Adjusted diluted EPS from continuing operations (non-GAAP)$0.42
 $0.14
(b)
StatementsRepresents the diluted EPS impact from tax specific financial transactions, tax law changes or other matters that fall within the definition of Consolidated Comprehensive Income – caption review
A comparative analysiskey items. For additional explanation of these tax specific key items, see the income tax expense (benefit) discussion within the Statements of Consolidated Comprehensive Income by(Loss) caption is provided as followsreview section above.
(c)
Amortization expense adjustment (net of tax) tax rates were 21% for the three and nine months ended December 31, 2017June 30, 2021 and 2016.
 Three months ended December 31 
(In millions)2017
 2016
 Change
 
Sales$842
 $704
 $138
 
The following table provides a reconciliation of the change in sales between the three months ended December 31, 2017 and 2016.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


 Three months ended 
(In millions)December 31, 2017 
Acquisitions and divestitures $63
Pricing 30
Currency exchange 20
Volume 18
Product mix 7
Change in sales $138
Sales for the current quarter increased $138 million compared to the prior year quarter. The acquisition of Pharmachem within the Specialty Ingredients reportable segment increased sales by $58 million, or 8%, while the net impact of other acquisitions and divestitures increased sales by $5 million. Improvements in pricing increased sales by $30 million, or 4%, while favorable foreign currency exchange increased sales by $20 million, or 3%. Higher volumes and changes in product mix increased sales by $18 million and $7 million, respectively.
 Three months ended December 31
(In millions)2017
 2016
 Change
Cost of sales$613
 $515
 $98
Gross profit as a percent of sales27.2% 26.8%  
Fluctuations in cost of sales are driven primarily by raw material prices, volume and changes in product mix, currency exchange, acquisitions and divestitures and other certain charges incurred as a result of changes or events within the businesses or restructuring activities. The following table provides a quantified reconciliation of the changes in cost of sales between the three months ended December 31, 2017 and 2016.
 Three months ended 
(In millions)December 31, 2017 
Changes in:  
Acquisitions and divestitures $50
Production costs 20
Currency exchange 15
Volume 8
Product mix 4
Severance and other restructuring costs 1
Change in cost of sales $98
Cost of sales for the current quarter increased $98 million compared to the prior year quarter. The Pharmachem acquisition increased cost of sales by $44 million, or 9%, while the net impact of other acquisitions and divestitures increased cost of sales by $6 million. Unfavorable production costs and foreign currency exchange increased cost of sales by $20 million, or 4%, and $15 million, or 3%, respectively. Higher volumes and changes in product mix increased cost of sales by $8 million and $4 million, respectively, while the current quarter also included $1 million of severance and other restructuring charges related to a plant closure.
 Three months ended December 31
(In millions)2017
 2016
 Change
Selling, general and administrative expense$171
 $157
 $14
As a percent of sales20.3% 22.3%  
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


Selling, general and administrative expense for the current quarter increased $14 million compared to the prior year quarter with expenses as a percent of sales decreasing 2.0 percentage points. Key drivers of the fluctuation in selling, general and administrative expense compared to the prior year quarter were:
$10 million of incremental costs related to Pharmachem’s operations and $1 million of Pharmachem integration costs during the current quarter;
$14 million and $6 million in net environmental-related expenses during the current and prior year quarters, respectively;
an increase of $7 million due to higher employee-related costs in the current quarter;
an increase of $5 million due to unfavorable foreign currency exchange in the current quarter;
$4 million of accelerated depreciation related to the planned closure of an office building during the current quarter;
$6 million of costs related to the separation of Valvoline during the current quarter compared to $22 million in the prior year quarter; and
a $5 million charge for a legal reserve during the prior year quarter.
 Three months ended December 31
(In millions)2017
 2016
 Change
Research and development expense$21
 $20
 $1
Research and development expense remained relatively consistent with the prior year quarter.
 Three months ended December 31
(In millions)2017
 2016
 Change
Equity and other income 
  
  
Equity income (a)
$
 $
 $
Other income2
 3
 (1)
 $2
 $3
 $(1)
      
(a)Activity of $0 denotes value less than $1 million.
Equity and other income remained relatively consistent with the prior year quarter.
 Three months ended December 31
(In millions)2017
 2016
 Change
Net interest and other financing expense (income)     
Interest expense$34
 $126
 $(92)
Interest income(1) (1) 
Available-for-sale securities income(3) (3) 
Other financing costs1
 
 1
 $31
 $122
 $(91)
Net interest and other financing expense decreased $91 million during the current quarter compared to the prior year quarter. The current quarter decrease in interest expense was primarily due to the prior year quarter including $92 million of accelerated accretion related to the December 2016 tender offer of the 2029 notes. Available-for-sale securities income of $3 million during both the current and the prior year quarters represents investment income and realized gains related to restricted investments discussed in Note E of the Notes to Condensed Consolidated Financial Statements.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


 Three months ended December 31
(In millions)2017
 2016
 Change
Other net periodic benefit income$
 $2
 $(2)
The income in the prior year quarter primarily related to a $2 million gain on the remeasurement of certain post-employment health and life insurance benefit plans that were discontinued.
 Three months ended December 31
(In millions)2017
 2016
 Change
Net loss on divestitures$1
 $1
 $
The activity in the current and prior year quarters primarily related to post-closing adjustments for certain divestitures.
 Three months ended December 31
(In millions)2017
 2016
 Change
Income tax expense (benefit)$14
 $(41) $55
Effective tax rate200% 39%  
The overall effective tax expense rate was 200%20% for the three and nine months ended December 31, 2017 and was primarily impacted by the current quarter income mix and net unfavorable tax discrete adjustments of $16 million related to the enactment of the Tax Act. These net unfavorable adjustments primarily included deferred tax rate changes and a one-time transition tax assessed on foreign cash and unremitted earnings.
The overall effective tax benefit rate was 39% for the three months ended December 31, 2016 and was primarily impacted by income mix.
June 30, 2020.
 Three months ended December 31
(In millions)2017
 2016
 Change
Income from discontinued operations (net of tax)     
Valvoline$3
 $75
 $(72)
As a result of the full separation of Valvoline Inc. on May 12, 2017, the operating results related to Valvoline Inc., including the operating results of the former Valvoline reportable segment, have been reflected as discontinued operations (net of tax) within the Statement of Consolidated Comprehensive Income (Loss). The activity within the current quarter represents subsequent adjustments that were made in conjunction with the Tax Matters Agreement. See Note B for more information on the Tax Matters Agreement. During the prior year quarter, Valvoline's sales and pre-tax operating income included in discontinued operations were $489 million and $120 million, respectively.     
 Three months ended December 31
(In millions)2017
 2016
 Change
Net income attributable to noncontrolling interest$
 $11
 $(11)
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


Since Ashland's ownership interest in Valvoline Inc. was approximately 83% until the final separation on May 12, 2017, the amount of net income attributable to the outside stockholders' approximately 17% noncontrolling interest in Valvoline Inc. is presented within this caption on the Statement of Consolidated Comprehensive Income (Loss) for the three months ended December 31, 2016.
Other comprehensive income (loss)
A comparative analysis of the components of other comprehensive income (loss) is provided below for the three months ended December 31, 2017 and 2016.
 Three months ended December 31
(In millions)2017
 2016
 Change
Other comprehensive income (loss) (net of taxes)     
Unrealized translation gain (loss)$3
 $(146) $149
     Net change in available-for-sale securities8
 
 8
Pension and postretirement obligation adjustment
 (1) 1
 $11
 $(147) $158
Total other comprehensive income, net of tax, for the current quarter increased $158 million compared to the prior year quarter as a result of the following components:
For the three months ended December 31, 2017, the change in unrealized gain (loss) from foreign currency translation adjustments was a gain of $3 million compared to a loss of $146 million for the three months ended December 31, 2016. The fluctuations in unrealized translation gains and losses are primarily due to translating foreign subsidiary financial statements from local currencies to U.S. Dollars.
Gains on available-for-sale securities related to restricted investments amounted to $8 million, net of tax, during the three months ended December 31, 2017.
Pension and postretirement obligation adjustment was $1 million for the three months ended December 31, 2016. This amount related to amortization of unrecognized prior services credits for pension and other postretirement benefit plans and was reclassified into net income during the prior year quarter.

49


RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW

Subsequent to completing the separation from Valvoline Inc. on May 12, 2017, Ashland's operations are managed within the following three

Ashland’s reportable segments:segments include Life Sciences, Personal Care & Household, Specialty Ingredients, CompositesAdditives, Performance Adhesives and Intermediates and Solvents.

Unallocated and Other includes corporate governance activities and certain legacy matters. Ashland has also provided subtotals by its consumer and industrial businesses to reflect the end markets served by each reportable segment.

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 adjustmentsactivities that relate to former businesses that Ashland no longer operates. The service cost component of pension and other postretirement benefits costs is allocated to each reportable segment on a ratable basis; while the remaining components of pension and other postretirement benefits costs are recorded within the other net periodic benefit income 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.

The following table discloses sales, operating income, depreciation and amortization and EBITDA by reportable segment for the three and nine months ended June 30, 2021 and 2020.

50


 

Three months ended

 

 

Nine months ended

 

 

June 30

 

 

June 30

 

(In millions - unaudited)

2021

 

 

2020

 

 

2021

 

 

2020

 

SALES

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

$

193

 

 

$

189

 

 

$

548

 

 

$

528

 

Personal Care & Household

 

147

 

 

 

155

 

 

 

409

 

 

 

451

 

Consumer Specialties

 

340

 

 

 

344

 

 

 

957

 

 

 

979

 

Specialty Additives

 

169

 

 

 

135

 

 

 

474

 

 

 

429

 

Performance Adhesives

 

94

 

 

 

70

 

 

 

267

 

 

 

229

 

Industrial Specialties

 

263

 

 

 

205

 

 

 

741

 

 

 

658

 

Intermediates and Solvents

 

49

 

 

 

37

 

 

 

118

 

 

 

102

 

Intersegment sales (a)

 

 

 

 

 

 

 

 

 

 

 

Intermediates and Solvents

 

(15

)

 

 

(12

)

 

 

(30

)

 

 

(22

)

$

637

 

 

$

574

 

 

$

1,786

 

 

$

1,717

 

OPERATING INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

$

37

 

 

$

40

 

 

$

101

 

 

$

97

 

Personal Care & Household

 

16

 

 

 

16

 

 

 

49

 

 

 

(309

)

Consumer Specialties

 

53

 

 

 

56

 

 

 

150

 

 

 

(212

)

Specialty Additives (b)

 

15

 

 

 

15

 

 

 

36

 

 

 

(137

)

Performance Adhesives

 

13

 

 

 

13

 

 

 

52

 

 

 

40

 

Industrial Specialties

 

28

 

 

 

28

 

 

 

88

 

 

 

(97

)

Intermediates and Solvents

 

11

 

 

 

7

 

 

 

17

 

 

 

(7

)

Unallocated and other

 

(30

)

 

 

(43

)

 

 

(81

)

 

 

(87

)

 

$

62

 

 

$

48

 

 

$

174

 

 

$

(403

)

DEPRECIATION EXPENSE

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

$

9

 

 

$

8

 

 

$

26

 

 

$

24

 

Personal Care & Household

 

10

 

 

 

10

 

 

 

29

 

 

 

30

 

Consumer Specialties

 

19

 

 

 

18

 

 

 

55

 

 

 

54

 

Specialty Additives

 

16

 

 

 

15

 

 

 

49

 

 

 

46

 

Performance Adhesives

 

2

 

 

 

4

 

 

 

9

 

 

 

10

 

Industrial Specialties

 

18

 

 

 

19

 

 

 

58

 

 

 

56

 

Intermediates and Solvents

 

4

 

 

 

4

 

 

 

10

 

 

 

10

 

 

$

41

 

 

$

41

 

 

$

123

 

 

$

120

 

AMORTIZATION EXPENSE

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

$

7

 

 

$

7

 

 

$

21

 

 

$

21

 

Personal Care & Household

 

11

 

 

 

9

 

 

 

30

 

 

 

27

 

Consumer Specialties

 

18

 

 

 

16

 

 

 

51

 

 

 

48

 

Specialty Additives

 

5

 

 

 

5

 

 

 

14

 

 

 

14

 

Performance Adhesives

 

1

 

 

 

 

 

 

1

 

 

 

1

 

Industrial Specialties

 

6

 

 

 

5

 

 

 

15

 

 

 

15

 

Intermediates and Solvents

 

 

 

 

 

 

 

 

 

 

 

 

$

24

 

 

$

21

 

 

$

66

 

 

$

63

 

EBITDA (c)

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

$

53

 

 

$

55

 

 

$

148

 

 

$

142

 

Personal Care & Household

 

37

 

 

 

35

 

 

 

108

 

 

 

(252

)

Consumer Specialties

 

90

 

 

 

90

 

 

 

256

 

 

 

(110

)

Specialty Additives

 

36

 

 

 

35

 

 

 

99

 

 

 

(77

)

Performance Adhesives

 

16

 

 

 

17

 

 

 

62

 

 

 

51

 

Industrial Specialties

 

52

 

 

 

52

 

 

 

161

 

 

 

(26

)

Intermediates and Solvents

 

15

 

 

 

11

 

 

 

27

 

 

 

3

 

Unallocated and other

 

(30

)

 

 

(43

)

 

 

(81

)

 

 

(87

)

 

$

127

 

 

$

110

 

 

$

363

 

 

$

(220

)

 

 

 

 

 

 

 

 

 

 

 

 

51


(a)
Intersegment sales from Intermediates and Solvents are accounted for at prices that approximate fair value. All other intersegment sales are accounted for at cost.
(b)
Includes a capital project impairment of $9 million for the nine months ended June 30, 2021 relating to a long-term capital project plan change at a plant facility.
(c)
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS

Excludes income (loss) from discontinued operations, other net periodic benefit income (expense) and net income (loss) on divestitures. See the Statement of Consolidated Comprehensive Income (Loss) for applicable amounts excluded.

Consumer Specialties

The Consumer Specialties business is comprised of the following reportable segments:

Life Sciences

Life Sciences is comprised of pharmaceuticals, nutrition, nutraceuticals, agricultural chemicals, 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 providing 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 & Household

Personal Care & Household is comprised of biofunctionals, preservatives, skin care, sun care, oral care, hair care and household. These businesses have a broad range of nature-based, biodegradable, and performance-enhancing 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.

On April 30, 2021, Ashland completed its acquisition of the Schülke personal care business. See Note B within the Notes to the Condensed Consolidated Financial Statements for more information.

June 2021 quarter compared to June 2020 quarter

Consumer Specialties’ sales decreased $4 million to $340 million in the current quarter. Life Sciences represented an increase of $4 million, offset by a decrease of $8 million for Personal Care & Household. Lower volume, net of the Schülke acquisition, decreased sales by $15 million. Favorable currency exchange and product pricing increased sales for Consumer Specialties by $10 million and $1 million, respectively.

Operating income decreased $3 million to income of $53 million for the current quarter. Life Sciences and Personal Care & Household recorded income of $37 million and $16 million, respectively. Favorable foreign currency exchange and lower costs increased operating income by $7 million and $10 million, respectively. These increases were more than offset by an inventory adjustment related to the Schülke acquisition, unfavorable price/mix and lower volume which decreased operating income by $2 million, $10 million and $8 million, respectively. Current quarter EBITDA remained consistent at $90 million while Adjusted EBITDA increased $2 million to $92 million, of which $53 million was in Life Sciences and $39 million in Personal Care & Household. Adjusted EBITDA margin increased 0.9 percentage points in the current quarter to 27.1%.

Fiscal 2021 year-to-date compared to fiscal 2020 year-to-date

Consumer Specialties’ sales decreased $22 million to $957 million in the current period. Life Sciences represented an increase of $20 million, offset by a decrease of $42 million for Personal Care & Household. Favorable currency exchange increased sales for Consumer Specialties by $24 million. These increases were more than offset by product pricing and lower volume, net of the Schülke acquisition, which decreased sales by $2 million and $44 million, respectively.

52


Operating income increased $362 million to income of $150 million for the current period. Life Sciences and Personal Care & Household recorded income of $101 million and $49 million, respectively. Favorable foreign currency exchange, lower costs, a prior year goodwill impairment and prior year restructuring costs increased operating income by $18 million, $20 million, $356 million and $1 million, respectively. These increases were partially offset by an inventory adjustment related to the Schülke acquisition, lower volume, unfavorable price/mix and storm related unplanned plant shutdown costs which decreased operating income by $2 million, $18 million, $2 million and $11 million, respectively. Current period EBITDA increased $366 million to $256 million, and Adjusted EBITDA increased $11 million to $258 million of which $5 million was in Life Sciences and $6 million in Personal Care & Household. Adjusted EBITDA margin increased 1.8 percentage points in the current period to 27.0%.

EBITDA and Adjusted EBITDA reconciliation

The EBITDA and Adjusted EBITDA amounts presented within this business section are provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for each segment. Each of these non-GAAP measures is defined as follows: EBITDA (operating income (loss) plus depreciation and amortization), Adjusted EBITDA (EBITDA adjusted for key items, which may include pro forma effects for significant acquisitions or divestitures, as applicable), and Adjusted EBITDA margin (Adjusted EBITDA, which may include pro forma adjustments, divided by sales or sales adjusted for pro forma results). Ashland does not allocate items to each reportable segment below operating income, such as interest expense and income taxes. As a result, reportable segment EBITDA and Adjusted EBITDA are reconciled directly to operating income since it is the most directly comparable caption to the Statements of Consolidated Comprehensive Income.

Income (Loss) caption.

The following table discloses sales, operating income, depreciation and amortization and statistical operating information by reportable segmentEBITDA presentation for the three and nine months ended December 31, 2017June 30, 2021 and 2016.  

 Three months ended
 December 31
(In millions)2017
 2016
Sales   
Specialty Ingredients$550
 $482
Composites218
 165
Intermediates and Solvents74
 57
 $842
 $704
Operating income (loss) 
  
Specialty Ingredients$42
 $40
Composites18
 15
Intermediates and Solvents8
 (7)
Unallocated and other(29) (33)
 $39
 $15
Depreciation and amortization 
  
Specialty Ingredients$62
 $55
Composites5
 6
Intermediates and Solvents8
 7
Unallocated and other4
 
 $79
 $68
Operating information 
  
Specialty Ingredients 
  
Sales per shipping day$9.0
 $7.9
Metric tons sold (thousands)73.0
 72.6
Gross profit as a percent of sales (a)
31.5% 32.0 %
Composites 
  
Sales per shipping day$3.6
 $2.7
Metric tons sold (thousands)91.2
 78.4
Gross profit as a percent of sales (a)
18.4% 21.1 %
Intermediates and Solvents 
  
Sales per shipping day$1.2
 $0.9
Metric tons sold (thousands)32.7
 32.2
Gross profit as a percent of sales (a)
21.3% (0.9)%
    
(a)Gross profit is defined as sales, less cost of sales divided by sales.
Sales by region expressed2020 is provided as a percentagemeans to enhance the understanding of reportable segment salesfinancial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Consumer Specialties. The key items during the three and nine months ended December 31, 2017June 30, 2021 related to inventory adjustments within Personal Care & Household. The key items during the nine months ended June 30, 2020 related to a goodwill impairment of $356 million for Personal Care & Household and 2016 were as follows. Ashland includes only U.S.$1 million in restructuring costs for Life Sciences.

 

 

Life Sciences

 

 

Personal Care & Household

 

 

Consumer Specialties

 

 

 

Three months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating income

 

$

37

 

 

$

40

 

 

$

16

 

 

$

16

 

 

$

53

 

 

$

56

 

Depreciation and amortization

 

 

16

 

 

 

15

 

 

 

21

 

 

 

19

 

 

 

37

 

 

 

34

 

EBITDA

 

 

53

 

 

 

55

 

 

 

37

 

 

 

35

 

 

 

90

 

 

 

90

 

Restructuring and other costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory adjustment

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

Adjusted EBITDA

 

$

53

 

 

$

55

 

 

$

39

 

 

$

35

 

 

$

92

 

 

$

90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Life Sciences

 

 

Personal Care & Household

 

 

Consumer Specialties

 

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating income

 

$

101

 

 

$

97

 

 

$

49

 

 

$

(309

)

 

$

150

 

 

$

(212

)

Depreciation and amortization

 

 

47

 

 

 

45

 

 

 

59

 

 

 

57

 

 

 

106

 

 

 

102

 

EBITDA

 

 

148

 

 

 

142

 

 

 

108

 

 

 

(252

)

 

 

256

 

 

 

(110

)

Restructuring and other costs

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

356

 

 

 

 

 

 

356

 

Inventory adjustment

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

Adjusted EBITDA

 

$

148

 

 

$

143

 

 

$

110

 

 

$

104

 

 

$

258

 

 

$

247

 

53


Industrial Specialties

The Industrial Specialties business is comprised of the below reportable segments:

Specialty Additives

Specialty Additives is comprised of rheology- and Canadaperformance-enhancing additives serving the 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 its North American designation.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


 Three months ended December 31, 2017
 
Sales by Geography
Specialty Ingredients Composites Intermediates and Solvents
North America41% 45% 21%
Europe30% 34% 59%
Asia Pacific19% 14% 17%
Latin America & other10% 7% 3%
 100% 100% 100%

 Three months ended December 31, 2016
 
Sales by Geography
Specialty Ingredients Composites Intermediates and Solvents
North America39% 48% 23%
Europe29% 28% 57%
Asia Pacific22% 16% 17%
Latin America & other10% 8% 3%
 100% 100% 100%
Specialty Ingredients
Specialty Ingredientscatalytic 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.

Performance Adhesives

Performance Adhesives is a global leadercomprised of adhesives used in cellulose ethers, vinyl pyrrolidonespackaging, converting and biofunctionals. It offers industry-leading products, technologiesstructural applications. Packaging adhesives has an extensive line of pressure sensitive adhesives, functional coatings and resources for solving formulation and product-performance challenges. Specialty Ingredients uses natural, synthetic and semisynthetic polymers derived from cellulose ethers, vinyl pyrrolidones, acrylic polymers, polyester and polyurethane-based adhesives, and plant and seed extract. Specialty Ingredients’ end markets offer comprehensive andprimers combined with innovative technology solutions for today’s demanding consumernarrow-, mid- and industrialwide-web applications. Key customers include: pharmaceutical companies; makers of personal care products,Products meet stringent requirements in food and beverages; makersbeverage safety, shipping, transportation, health and beauty, industrial, postage and security printing. Structural adhesives include light weighting vehicles and eliminating VOCs in buildings. Customers include converters of nutraceuticals and supplements;packaging materials, manufacturers of paint, coatingsbuilding materials and construction materials; packaging and converting; and oilfield service companies.

On May 17, 2017, Ashland completed its acquisition of the stock of Pharmachem, a leading provider of quality ingredientstier one suppliers to the global health and wellness industries and high-value differentiated products to fragrance and flavor houses. With annual revenues of approximately $300 million and 14 manufacturing facilities in the United States and Mexico, New Jersey-based Pharmachem develops, manufactures and supplies custom and branded nutritional and fragrance products. See Note C within the Notes to Condensed Consolidated Financial Statements for more information.
Additionally, Ashland completed the transfer of its ownership interest in a consolidated joint venture during the third quarter of fiscal 2017.
December 2017transportation industry.

June 2021 quarter compared to December 2016June 2020 quarter

Specialty Ingredients’

Industrial Specialties’ sales increased $68$58 million to $550$263 million in the current quarter. The acquisitionSpecialty Additives represented and increase of Pharmachem increased sales by $58$34 million or 12%. Favorable foreignand Performance Adhesives showed an increase of $24 million. Higher volume, favorable currency exchange increased sales by $10 million, while volume and mix combined to increase sales by $9 million. In addition, improved product pricing increased sales by $2 million. These increases were partially offset by a decrease of $11$43 million, from divestitures which was primarily related to the transfer of ownership interest in a consolidated joint venture.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


Gross profit during$8 million and $7 million, respectively.

Operating income remained consistent at $28 million for the current quarter increased $19quarter. Specialty Additives and Performance Adhesives recorded income of $15 million compared to the prior year quarter. The acquisition of Pharmachem increased gross profit by $14and $13 million, while improvedrespectively. Higher volume, and favorable price/mix, combined to increase gross profit by $9 million. Favorableand foreign currency exchange increased gross profitoperating income by $4 million.$12 million, $2 million and $1 million, respectively. These increases were partially offset by the net impacthigher production costs and increased environmental of pricing and costs which decreased gross profit by $6$14 million and the joint venture divestiture which decreased gross profit by $2 million. In total, gross profit margin during the current quarter decreased 0.5 percentage points as compared to the prior year quarter to 31.5%.

Selling, general and administrative expenses (which include research and development expenses throughout the reportable segment discussion and analysis) increased $15$1 million, in the current quarter as compared to the prior year quarter largely due to incremental costs of $10 million related to Pharmachem’s operations. The remaining increase in selling, general and administrative expenses was primarily due to higher employee-related costs and unfavorable foreign currency exchange. Equity and other income decreased $2 million compared to the prior year quarter.
Operating income totaled $42 million for the current quarter compared to $40 million in the prior year quarter.respectively. Current quarter EBITDA increased $7 million to $102remained consistent at $52 million while Adjusted EBITDA increased $10$1 million to $105 million.$55 million, of which $39 million and $16 million originated from Specialty Additives and Performance Adhesives, respectively. Adjusted EBITDA margin decreased 0.65.4 percentage points in the current quarter to 19.1%20.9%.

Fiscal 2021 year-to-date compared to fiscal 2020 year-to-date

Industrial Specialties’ sales increased $83 million to $741 million in the current period. Specialty Additives and Performance Adhesives represented $45 million and $38 million of the increase, respectively. Higher volume, favorable currency exchange and product pricing increased sales by $60 million, $20 and $3 million, respectively.

Operating income increased $185 million to $88 million for the current period. Specialty Additives and Performance Adhesives recorded income of $36 million and $52 million, respectively, up $173 million and $12 million from the prior year period, respectively. Higher volume, favorable price/mix, foreign currency exchange and a prior year goodwill impairment increased operating income by $15 million, $11 million, $2 million and $174 million, respectively. Those improvements were partially offset by higher production costs, a capital project impairment and an environmental reserve adjustment of $7 million, $9 million and $1 million, respectively. Current period EBITDA increased $187 million to $161 million, $99 million income in Specialty Additives and $62 million income in Performance Adhesives. Adjusted EBITDA increased $23 million to $173 million, of which $111 million and $62

54


million originated from Specialty Additives and Performance Adhesives, respectively. Adjusted EBITDA margin increased 0.6 percentage points in the current period to 23.4%.

EBITDA and adjusted EBITDA reconciliation

The following EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the three and nine months ended December 31, 2017June 30, 2021 and 20162020 below is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Specialty Ingredients.Industrial Specialties. Adjusted EBITDA results have been prepared to illustrate the ongoing effects of Ashland'sAshland’s operations, which exclude certain key items. The key items during the three and nine months ended June 30, 2021 related to a capital project impairment and environmental reserve adjustments within the current quarter relate to $2 million of accelerated depreciation for the termination of a contract at a manufacturing facility and $1 million of severance and other restructuring charges for the closure of a manufacturing plant. There were no unusual orSpecialty Additives. The key items that affected comparability for EBITDA during the prior year quarter.
 Three months ended
 December 31
(In millions)2017
 2016
Operating income$42
 $40
Depreciation and amortization (a)
60
 55
EBITDA102
 95
Accelerated depreciation2
 
Severance and other restructuring costs1
 
Adjusted EBITDA$105
 $95
    
(a)Excludes $2 million of accelerated depreciation for the three months ended December 31, 2017.
Composites
Composites is a global leader in unsaturated polyester resins, vinyl ester resins and gelcoats. The Composites business manufactures and sells a broad range of general-purpose and high-performance grades of unsaturated polyester and vinyl ester resins, gelcoats and low-profile additives for the reinforced plastics industry. The products in the Composites business provide an array of functional properties including corrosion resistance, fire retardance, ultraviolet resistance, water and chemical resistance, high mechanical strength, impact and scratch resistance and high strength-to-weight ratios. Key end markets include transportation, construction, marine and infrastructure. In addition, the business manufactures and sells molten maleic anhydride for the manufacture of a variety of products such as unsaturated polyester resins, copolymers, lubricating oil additives,
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


alkenyl succinic anhydrides, malic acid, fumaric acid and numerous derivative chemicals. Key markets include composites, personal care, dispersants and paper sizing.
December 2017 quarter compared to December 2016 quarter
Composites’ sales increased$53 million to $218 million in the current quarter. Improved product pricing increased sales by $19 million, or 12%. The acquisition of an unsaturated polyester resins manufacturing facility in the third of quarter of fiscal 2017 increased sales by $16 million, or 10%. Improved volume and mix increased sales by $12 million, or 7%, as metric tons sold increased to 91.2 thousand in the current quarter, while favorable foreign currency exchange increased sales by $6 million, or 4%.
Gross profit increased $5 million in the current quarter compared to the prior year quarter. Changes in volume and mix combined to increase gross profit by $3 million, while the facility acquisition and favorable foreign currency exchange each increased gross profit by $1 million. The net effects of pricing and raw material increases did not impact gross profit in the current quarter. In total, gross profit margin decreased 2.7 percentage points as compared to the prior year quarter to 18.4%.
Selling, general and administrative expenses during the current quarter increased $3 million compared to the prior year quarter primarily due to higher employee-related costs and unfavorable foreign currency exchange. Equity and other income increased $1 million compared to the prior year quarter.
Operating income totaled $18 million in the current quarter compared to $15 million in the prior year quarter.  EBITDA increased $2 million to $23 million in the current quarter, while EBITDA margin decreased 2.1 percentage points in the current quarter to 10.6%.
EBITDA and Adjusted EBITDA reconciliation
The following EBITDA presentation for the threenine months ended December 31, 2017June 30, 2020 related to a goodwill impairment and 2016 below is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparisonenvironmental reserve adjustments for the results of Composites. There were no unusual or key items that affected comparability for EBITDA during the current and prior year quarters.
 Three months ended
 December 31
(In millions)2017
 2016
Operating income$18
 $15
Depreciation and amortization5
 6
EBITDA$23
 $21
Specialty Additives.

 

 

Specialty Additives

 

 

Performance Adhesives

 

 

Industrial Specialties

 

 

 

Three months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating income

 

$

15

 

 

$

15

 

 

$

13

 

 

$

13

 

 

$

28

 

 

$

28

 

Depreciation and amortization

 

 

21

 

 

 

20

 

 

 

3

 

 

 

4

 

 

 

24

 

 

 

24

 

EBITDA

 

 

36

 

 

 

35

 

 

 

16

 

 

 

17

 

 

 

52

 

 

 

52

 

Environmental reserve adjustments

 

 

3

 

 

 

2

 

 

 

 

 

 

 

 

 

3

 

 

 

2

 

Adjusted EBITDA

 

$

39

 

 

$

37

 

 

$

16

 

 

$

17

 

 

$

55

 

 

$

54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Specialty Additives

 

 

Performance Adhesives

 

 

Industrial Specialties

 

 

 

Nine months ended June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating income

 

$

36

 

 

$

(137

)

 

$

52

 

 

$

40

 

 

$

88

 

 

$

(97

)

Depreciation and amortization

 

 

63

 

 

 

60

 

 

 

10

 

 

 

11

 

 

 

73

 

 

 

71

 

EBITDA

 

 

99

 

 

 

(77

)

 

 

62

 

 

 

51

 

 

 

161

 

 

 

(26

)

Capital project impairment

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

9

 

 

 

 

Goodwill impairment

 

 

 

 

 

174

 

 

 

 

 

 

 

 

 

 

 

 

174

 

Environmental reserve adjustments

 

 

3

 

 

 

2

 

 

 

 

 

 

 

 

 

3

 

 

 

2

 

Adjusted EBITDA

 

$

111

 

 

$

99

 

 

$

62

 

 

$

51

 

 

$

173

 

 

$

150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intermediates and Solvents

Intermediates and Solvents is a leading producercomprised of the production of 1,4 butanediol (BDO) and related derivatives, including tetrahydrofuran and 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 suppliedprovided to Ashland’sLife Sciences, Personal Care, and Specialty Ingredients businessAdditives for use as a raw material.

December 2017

June 2021 quarter compared to December 2016June 2020 quarter

Intermediates and Solvents’ sales increased $17$12 million to $74$49 million in the current period primarily due to higher product pricing.

Operating income/loss increased $4 million to $11 million for the current quarter. Higher product pricingPrice/mix increased salesoperating income by $9 million whileand was partially offset by higher volumesproduction costs which decreased operating income by $5 million. Current quarter EBITDA and favorable foreign currency exchange eachAdjusted EBITDA increased sales by $4 million to $15 million.

Gross profitAdjusted EBITDA margin for the current quarter was 30.6%.

Fiscal 2021 year-to-date compared to fiscal 2020 year-to-date

Intermediates and Solvents’ sales increased $16 million during the current quarter compared to the prior year quarter. Lower facility turn around costs in the current quarter resulted in an $8 million increase in gross profit as a result of a significant

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


planned plant shutdown that occurred in the prior year quarter. The net impact of pricing and costs increased gross profit by $7 million primarily due to improvements in product pricing. Higher volumes contributed to a $1 million increase in gross profit. In total, gross profit margin increased 22.2 percentage points as compared to the prior year quarter to 21.3%.
Selling, general and administrative expenses increased by $1 million compared to the prior year quarter.
Operating income totaled $8$118 million in the current quarter as comparedperiod primarily due to a product pricing and higher volume.

Operating income/loss of $7increased $24 million into $17 million for the current period. Pricing/mix, lower production costs and prior year quarter.inventory adjustments increased operating income by $10 million, $13 million and $4 million,

55


respectively. This increase was partially offset by unfavorable volume which decreased operating income by $3 million. Current period EBITDA and increased $24 million to $27 million, while Adjusted EBITDA increased $20 million to $27 million.AdjustedEBITDA margin infor the current quarter increased to $16 million and 21.6%, respectively.

period was 22.9%.

EBITDA and Adjusted EBITDA reconciliation

The following EBITDA presentation (as defined and described in the section above) for the three and nine months ended December 31, 2017June 30, 2021 and 20162020 is provided as a means to enhance the understanding of financial measurements that Ashland has internally determined to be relevant measures of comparison for the results of Intermediates and Solvents. There were no unusual or keyKey items that affected comparability for EBITDA during the current and prior year quarters.

 Three months ended
 December 31
(In millions)2017
 2016
Operating income (loss)$8
 $(7)
Depreciation and amortization8
 7
EBITDA$16
 $
nine months ended June 30, 2020 included an inventory adjustment of $4 million.

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating income

 

$

11

 

 

$

7

 

 

$

17

 

 

$

(7

)

Depreciation and amortization

 

 

4

 

 

 

4

 

 

 

10

 

 

 

10

 

EBITDA

 

 

15

 

 

 

11

 

 

$

27

 

 

$

3

 

Inventory adjustment

 

 

 

 

 

 

 

 

 

 

 

4

 

Adjusted EBITDA

 

$

15

 

 

$

11

 

 

$

27

 

 

$

7

 

Unallocated and other

The following table summarizes the key components of the Unallocated and other segment'ssegment’s operating lossincome (loss) for the three and nine months ended December 31, 2017June 30, 2021 and 2016.

 Three months ended
 December 31
(In millions)2017
 2016
Restructuring activities (includes separation, severance, integration   
and stranded divestiture costs)$14
 $24
Environmental expense for divested businesses13
 4
Legal reserve
 5
Other expense2
 
Total expense$29
 $33
December 20172020.

 

 

Three months ended

 

 

Nine months ended

 

 

 

June 30

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Restructuring activities

 

$

2

 

 

$

(14

)

 

$

(10

)

 

$

(36

)

Environmental expenses

 

 

(18

)

 

 

(18

)

 

 

(30

)

 

 

(26

)

Other expenses (primarily governance and legacy expenses)

 

 

(14

)

 

 

(11

)

 

 

(41

)

 

 

(25

)

Total expense

 

$

(30

)

 

$

(43

)

 

$

(81

)

 

$

(87

)

June 2021 quarter compared to December 2016June 2020 quarter

Unallocated and other recorded expense of $29$30 million and $33$43 million for the three months ended December 31, 2017June 30, 2021 and 2016,2020, respectively. The unallocated items for the current and prior year quarters included income of $2 million and charges of $14 million, respectively, for restructuring activities mainly comprised of $14 millionseverance, lease abandonment and $24 million, respectively. Restructuring activities included $6 million and $22 million ofother restructuring costs related to the separation of Valvoline and stranded divestiture costs of $3 million and $2 millioncompany-wide cost reduction programs during the current and prior year quarters, respectively.

The current quarter alsoand prior year quarter included $4$18 million for environmental expenses.

Other expenses increase of accelerated depreciation$3 million is primarily as a result of higher deferred compensation expense and incentive accruals.

Fiscal 2021 year-to-date compared to fiscal 2020 year-to-date

Unallocated and other recorded expense of $81 million and $87 million for the nine months ended June 30, 2021 and 2020, respectively. The current and prior year periods included charges for restructuring activities of $10 million and $36 million, respectively, which were comprised of severance, lease abandonment and other restructuring costs related to the planned closure of an office building and $1 million of integration charges related to the acquisition of Pharmachem.

The remaining unallocated itemscompany-wide cost reduction programs during the current quarter primarily included $13 million for environmental-related expenses while the remaining items during theand prior year quarter primarilyperiods.

The current and prior year periods included $5$30 million of expense for a legal reserve and $4$26 million for environmental reserve adjustments.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


expenses, respectively.

Other expenses increased $16 million primarily as a result of unfavorable foreign currency and higher employee incentive compensation expenses.

56


FINANCIAL POSITION

Liquidity

Ashland had $601$262 million in cash and cash equivalents as of December 31, 2017,June 30, 2021, of which $581$227 million was held by foreign subsidiaries and had no significant limitations that would prohibit remitting the funds to satisfy corporate obligations. In certain circumstances, if such amounts were repatriated to the United States, additional taxes might need to be accrued and paid depending on the source of the earnings remitted. Ashland currently has no plans to repatriate any amounts for which additional taxes would need to be accrued. However, due

Ashland has taken actions and may continue to take actions intended to increase its cash position and preserve financial flexibility in light of current uncertainty in the global markets. On March 17, 2021, Ashland terminated its U.S. accounts receivable securitization facility and entered into an agreement with a group of entities to sell certain trade receivables, without recourse, of two U.S. based Ashland subsidiaries. Under the agreement, Ashland can transfer whole receivables up to a limit established by the buyer. As of June 30, 2021, Ashland has sold $90 million of receivables under this agreement against the buyers’ limit, which was at $117 million at June 30, 2021. See Note H for more information. In January 2020, Ashland renewed and extended its Revolving Credit Agreement through 2025 and issued new 2.00% senior notes in Europe for €500 million which mature in 2028. During the nine months ended June 30, 2021, Ashland elected not to access funds on its Revolving Credit Facility. As of June 30, 2021, Ashland has total remaining borrowing capacity of $614 million, comprised of amounts remaining available under the Revolving Credit Facility and foreign Accounts Receivable Securitization Facility. Ashland also had an additional $27 million available liquidity under the U.S. Accounts Receivable Sales Program as of June 30, 2021. Ashland has no significant maturities related to our term loans, revolving credit facilities or bonds until August 2022.

Ashland believes that cash flow from operations, availability under existing credit facilities and arrangements, current cash and investment balances and the ability to obtain other financing, if necessary, will provide adequate cash funds for Ashland’s foreseeable working capital needs, capital expenditures at existing facilities, dividend payments and debt service obligations. Ashland’s cash requirements are subject to change as business conditions warrant and opportunities arise. The timing and size of any new business ventures or acquisitions that the Company may complete may also impact its cash requirements. For information regarding the impact of COVID-19 on the Company, including on its liquidity and capital resources, please see item 1A, in Ashland’s most recent Tax Act, Ashland will be reassessing this position in future quarters.

Form 10-K filed with the SEC.

Ashland’s cash flows from operating, investing and financing activities, as reflected in the Statements of Condensed Consolidated Cash Flows, are summarized as follows for the threenine months ended December 31, 2017June 30, 2021 and 2016.  

 Three months ended
 December 31
(In millions)2017
 2016
Cash provided (used) by:   
Operating activities from continuing operations$(24) $(60)
Investing activities from continuing operations(24) (31)
Financing activities from continuing operations99
 (434)
Discontinued operations(16) 50
Effect of currency exchange rate changes on cash and cash equivalents
 (9)
Net increase (decrease) in cash and cash equivalents$35
 $(484)
2020.

 

 

Nine months ended

 

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

Cash provided (used) by:

 

 

 

 

 

 

Operating activities from continuing operations

 

$

403

 

 

$

153

 

Investing activities from continuing operations

 

 

(343

)

 

 

(65

)

Financing activities from continuing operations

 

 

(243

)

 

 

192

 

Discontinued operations

 

 

(13

)

 

 

(97

)

Effect of currency exchange rate changes on cash and cash equivalents

 

 

4

 

 

 

1

 

Net increase (decrease) in cash and cash equivalents

 

$

(192

)

 

$

184

 

57


Operating activities

The following discloses the cash flows associated with Ashland’s operating activities for the threenine months ended December 31, 2017June 30, 2021 and 2016.

2020.

 

 

Nine months ended

 

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

Cash flows provided (used) by operating activities from continuing operations

 

 

 

 

 

 

Net income (loss)

 

$

176

 

 

$

(513

)

Loss from discontinued operations (net of income taxes)

 

 

14

 

 

 

22

 

Adjustments to reconcile income from continuing operations to

 

 

 

 

 

 

cash flows from operating activities:

 

 

 

 

Depreciation and amortization

 

 

189

 

 

 

183

 

Original issue discount and debt issuance costs amortization

 

 

4

 

 

 

14

 

Deferred income taxes

 

 

(3

)

 

 

(30

)

Gain from sales of property and equipment

 

 

(3

)

 

 

 

Distributions from (to) equity affiliates

 

 

1

 

 

 

(1

)

Stock based compensation expense

 

 

12

 

 

 

11

 

(Income) loss from restricted investments

 

 

(36

)

 

 

(17

)

Excess tax benefit on stock based compensation

 

 

1

 

 

 

1

 

Loss on early retirement of debt

 

 

 

 

 

59

 

(Income) loss on acquisitions and divestitures

 

 

(15

)

 

 

 

Impairments

 

 

9

 

 

 

530

 

Pension contributions

 

 

(6

)

 

 

(5

)

Change in operating assets and liabilities (a)

 

 

60

 

 

 

(101

)

Total cash flows provided by operating activities from continuing operations

 

$

403

 

 

$

153

 

 

 

 

 

 

 

 

(a)
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


 Three months ended
 December 31
(In millions)2017
 2016
Cash flows provided (used) by operating activities from continuing operations   
Net income (loss)$(4) $10
Income from discontinued operations (net of tax)(3) (75)
Adjustments to reconcile income from continuing operations to 
  
cash flows from operating activities 
  
Depreciation and amortization79
 68
Original issue discount and debt issuance cost amortization2
 94
Deferred income taxes8
 2
Stock based compensation expense7
 5
Gain on early retirement of debt
 (3)
Realized gain and investment income on available-for-sale securities(3) (3)
Net loss on divestitures1
 1
Pension contributions(2) (1)
Gain on post-employment plan remeasurement
 (2)
Change in operating assets and liabilities (a)
(109) (156)
Total cash flows used by operating activities from continuing operations$(24) $(60)
    
(a)Excludes changes resulting from operations acquired or sold.

Cash flows usedprovided from operating activities from continuing operations a major source of Ashland’s liquidity, amounted to cash inflows of $24$403 million and $60$153 million in the current and prior year quarters,periods, respectively.

Operating Activities - Operating Assets and Liabilities

The cash results during each quarterperiod are primarily driven by net income, (loss), excluding discontinued operation results, adjusted for certain non-cash items including depreciation and amortization (including original issue discount and debt issuance cost amortization), as well as changes in working capital, which are fluctuations within accounts receivable, inventory, trade payables and accrued expenses. Ashland continues to emphasize working capital management as a high priority and focus.

Changes in operating assets and liabilities accounted for inflows of $60 million compared to outflows of $101 million for the nine months ended June 30, 2021 and 2020, respectively, and were primarily driven by the following net working capital accounted for outflows of $96 million and $71 million for the three months ended December 31, 2017 and 2016, respectively, and were driven by the following:

accounts:

Accounts receivable - There were cash inflows of $15$89 million and $9inflows of $23 million during the current and prior year quarters, respectively, which were primarily due to collections in excess of sales during the first quarter of each fiscal year.
Inventory -periods, respectively. The current quarter hadperiod includes a cash outflow of $39$90 million compared to a cash inflow of $15 million duringfrom accounts receivables sold under the prior year quarter, which were primarily due to sales volumes and inventory management strategies.U.S. Accounts Receivable Sales Program.
Trade and other payables -
Inventory – There were cash inflows of $20 million and outflows of $72 million and $95$21 million during the current and prior year quarters, respectively, whichperiods, respectively.
Trade and other payables – There were primarily driven by seasonal fluctuations in trade payablescash outflows of $21 million and incentive compensation payouts from$91 million during the current and prior year paid duringperiods, respectively, and primarily related to the first quarter of each fiscal year. Additionally, the prior year quarter included the paymenttiming of certain Valvoline separation costs that were incurred in the preceding fiscal year.
payments and management of supplier/vendor payment terms.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


The remaining outflows within changes into operating assets and liabilities resulted in outflows of $13$28 million and $85outflows of $12 million in the current and prior year quarters,periods, respectively, relateand were primarily due to income taxes paid or income tax refunds, interest paid, and adjustments to certain accruals and long termother long-term assets and liabilities as well as income taxes received and paid.

liabilities.

58


Operating Activities - Summary

Operating cash flows for the current quarteryear period included income from continuing operations of $190 million. Additionally, the current period included non-cash adjustments of $189 million for depreciation and amortization, $12 million for stock-based compensation expense, $36 million of income from restricted investments, $15 million of income on acquisitions and divestitures and $9 million for impairment charges.

Operating cash flows for the prior year period included a loss from continuing operations of $7 million, noncash$491 million. Additionally, the prior year period included non-cash adjustments of $79$530 million for a goodwill impairment charge, $183 million for depreciation and amortization, and $2$59 million forloss on early retirement of debt, issuance cost amortization.

Operating cash flows for the prior year quarter included a loss from continuing operations of $65$14 million and noncash adjustments of $68 million for depreciation and amortization and $94 million for original issue discountdiscounts and debt issuance cost amortization, including $92$11 million of accelerated accretion related to the tender offer of the 2029 notes.
for stock-based compensation expense and $17 million income on restricted investments.

Investing activities

The following discloses the cash flows associated with Ashland’s investing activities for the threenine months ended December 31, 2017June 30, 2021 and 2016.

 Three months ended
 December 31
(In millions)2017
 2016
Cash flows provided (used) by investing activities from continuing operations   
Additions to property, plant and equipment$(24) $(33)
Proceeds from disposal of property, plant and equipment1
 
Proceeds from sale of operations1
 
Net purchase of funds restricted for specific transactions(5) (2)
Reimbursements from restricted investments5
 
Proceeds from sales of available-for-sale securities5
 
Purchases of available-for-sale securities(5) 
Proceeds from the settlement of derivative instruments
 4
Payments for the settlement of derivative instruments(2) 
Total cash flows used by investing activities from continuing operations$(24) $(31)
2020.

 

 

Nine months ended

 

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

Cash flows provided (used) by investing activities from continuing operations

 

 

 

 

 

 

Additions to property, plant and equipment

 

$

(77

)

 

$

(94

)

Proceeds from disposal of property, plant and equipment

 

 

4

 

 

 

1

 

Purchase of operations - net of cash acquired

 

 

(308

)

 

 

 

Proceeds from sale or restructuring of operations

 

 

14

 

 

 

 

Proceeds from settlement of Company-owned life insurance contracts

 

 

1

 

 

 

7

 

Company-owned life insurance payments

 

 

(1

)

 

 

(2

)

Net purchase of funds restricted for specific transactions

 

 

(1

)

 

 

(3

)

Reimbursements from restricted investments

 

 

25

 

 

 

26

 

Proceeds from sale of securities

 

 

56

 

 

 

16

 

Purchases of securities

 

 

(56

)

 

 

(16

)

Total cash flows used by investing activities from continuing operations

 

$

(343

)

 

$

(65

)

Cash used by investing activities was $24$343 million and $31$65 million for the current and prior year quarters,periods, respectively. The significant cash investing activities for the current quarterperiod primarily related to cash outflows of $24$308 million for the purchase of operations related to the Schülke personal care acquisition, see Note B for more information, and cash outflows of $77 million for property additions compared to $33$94 million in the prior year quarter.

period. Additionally, there were reimbursements from the restricted renewable annual asbestos trust of $25 million during the current period compared to $26 million in the prior year period, proceeds from disposal of property, plant and equipment of $4 million in the current period and proceeds from sale or restructuring of operations of $14 million in the current period. The current and prior year period also included a rebalancing within the asbestos trust, which resulted in $56 million and $16 million of proceeds from the sale of securities offset by $56 million and $16 million of purchases of securities, respectively.

59


Financing activities

The following discloses the cash flows associated with Ashland’s financing activities for the threenine months ended December 31, 2017June 30, 2021 and 2016.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


 Three months ended
 December 31
(In millions)2017
 2016
Cash flows provided (used) by financing activities from continuing operations   
Repayment of long-term debt$(2) $(239)
Premium on long-term debt repayment
 (5)
Proceeds (repayment) from short-term debt120
 (154)
Debt issuance costs
 (4)
Cash dividends paid(14) (24)
Stock based compensation employee withholding taxes paid in cash(5) (8)
Total cash flows provided (used) by financing activities from continuing operations$99
 $(434)
2020.

 

 

Nine months ended

 

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

Cash flows provided (used) by financing activities from continuing operations

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

$

 

 

$

804

 

Repayment of long-term debt

 

 

 

 

 

(767

)

Premium on long-term debt repayment

 

 

 

 

 

(59

)

Proceeds from (repayment of) short-term debt

 

 

(185

)

 

 

281

 

Debt issuance costs

 

 

 

 

 

(11

)

Cash dividends paid

 

 

(52

)

 

 

(50

)

Stock based compensation employee withholding taxes paid in cash

 

 

(6

)

 

 

(6

)

Total cash flows provided (used) by financing activities from continuing operations

 

$

(243

)

 

$

192

 

Cash flows generatedused by financing activities was $99resulted in an outflow of $243 million for the current quarter asperiod compared to cash usedan inflow of $434$192 million for the prior year quarter.

period.

Significant cash financing activities for the current quarterperiod included short-term debt net cash inflowsrepayments of $120$185 million, primarily related to debt outstanding on the 20172020 Revolving Credit Facility and the accounts receivable securitization.securitization facilities. The current quarterperiod included cash dividends paid of $0.225$0.850 per share, for a total of $14$52 million.

Significant cash financing activities for the prior year quarterperiod included cash outflowsproceeds from issuance of $239long-term debt, repayment of long-term debt, premiums on retirement of long-term debt, and debt issuance costs paid of $804 million, $767 million, $59 million and $11 million, respectively, all related to the repayments of a portion of the 2029 notes, 2022 notes and 2018 notes. Additionally, thedebt refinancing activity. The prior year quarterperiod also included short-term debt net repaymentscash inflows of $154$281 million, which was primarily related to draws on the $150 million full repayment of a term loan held by a foreign subsidiary.2020 Revolving Credit Facility. The prior year quarterperiod included cash dividends paid of $0.39$0.825 per share, for a total of $24$50 million.

The following discloses the cash flows associated with Ashland’s discontinued operations for the threenine months ended December 31, 2017June 30, 2021 and 2016.

 Three months ended
 December 31
(In millions)2017
 2016
Cash used by discontinued operations   
Operating cash flows$(16) $70
Investing cash flows
 (10)
Financing cash flows
 (10)
Total cash provided (used) by discontinued operations$(16) $50
2020.

 

 

Nine months ended

 

 

 

June 30

 

(In millions)

 

2021

 

 

2020

 

Cash provided (used) by discontinued operations

 

 

 

 

 

 

Operating cash flows

 

$

(4

)

 

$

(98

)

Investing cash flows

 

 

(9

)

 

 

1

 

Total cash used by discontinued operations

 

$

(13

)

 

$

(97

)

Cash flows for discontinued operations in the current quarterperiod primarily related to previously divested businesses, including net payments of asbestos and environmental liabilities.

liabilities, and a $30 million cash inflow for a tax refund associated with the Composites divestiture.

Cash flows for discontinued operations in the prior year quarter primarily relate to net cash inflows of $62 millionperiod related to the activity of Valvoline Inc. The remaining cash flows in the prior year quarter related to other previously divested businesses, including net payments of asbestos, environmental liabilities and environmental liabilities.

tax payments associated with the Composites divestiture, which was a $59 million cash outflow.

60


Free cash flow and other liquidity resources

The following represents Ashland’s calculation of free cash flow for the disclosed quarters.periods. Free cash flow does not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments.

 

 

Nine months ended

 

 

 

June 30

 

(In millions)

 

2021

 

 

 

2020

 

Total cash flows provided by operating activities from continuing operations

 

$

403

 

 

$

153

 

Adjustments:

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(77

)

 

 

(94

)

Free cash flows (a) (b)

 

$

326

 

 

$

59

 

 

 

 

 

 

 

 

(a)
Includes $35 million and $22 million of restructuring payments for the nine months ended June 30, 2021 and 2020, respectively.
(b)
Includes $90 million of cash inflows for the nine months ended June 30, 2021 associated with the U.S. Accounts Receivable Sales Program.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


 Three months ended
 December 31
(In millions)2017
 2016
Cash flows provided by operating activities from continuing operations$(24) $(60)
Adjustments: 
  
Additions to property, plant and equipment(24) (33)
Free cash flows (a)
$(48) $(93)
    
(a)Includes $23 million and $29 million of restructuring payments for the three months ended December 31, 2017 and 2016, respectively.
At December 31, 2017, working

Working capital (current assets minus current liabilities, excluding long-term debt due within one year) amounted to $967$639 million compared to $941and $734 million atas of June 30, 2021 and September 30, 2017.2020, respectively. Liquid assets (cash, cash equivalents and accounts receivable) amounted to 119%107% and 122%114% of current liabilities at December 31, 2017(excluding current liabilities held for sale) as of June 30, 2021 and September 30, 2017,2020, respectively.

The following summary reflects Ashland’s cash, and unused borrowing capacity and liquidity as of December 31, 2017June 30, 2021 and September 30, 2017.

 December 31
 September 30
(In millions)2017
 2017
Cash and cash equivalents$601
 $566
    
Unused borrowing capacity 
  
2017 Revolving Credit Facility$467
 $579
Accounts receivable securitization facility31
 35
2020.

(In millions)

 

June 30
2021

 

 

September 30
2020

 

Cash and investment securities

 

 

 

 

 

 

Cash and cash equivalents

 

$

262

 

 

$

454

 

 

 

 

 

 

 

 

Unused borrowing capacity and liquidity

 

 

 

 

Revolving credit facility

 

$

581

 

 

$

500

 

2018 accounts receivable securitization (foreign)

 

 

33

 

 

 

 

2012 accounts receivable securitization (U.S.)

 

 

 

 

 

 

Accounts receivable sales program (U.S.)

 

$

27

 

 

$

 

The borrowing capacity remaining under the 2017 Revolving Credit Facility$600 million revolving credit facility was $467$581 million due to an outstanding balance of $285 million, as well as a reduction of $48$19 million for letters of credit outstanding at December 31, 2017.June 30, 2021. In total, Ashland’s available liquidity position, which includes cash, the revolving credit facility and theforeign accounts receivable securitization facility, was $1,099$876 million at December 31, 2017,June 30, 2021, compared to $1,180$954 million at September 30, 2017.

2020. Ashland also had an additional $27 million liquidity available under the U.S. accounts receivable sales program as of June 30, 2021.

Capital resources

Debt

The following summary reflects Ashland’s debt as of December 31, 2017June 30, 2021 and September 30, 2017.

2020.

(In millions)

 

June 30
2021

 

 

September 30
2020

 

Short-term debt (includes current portion of long-term debt)

 

$

101

 

 

$

280

 

Long-term debt (less current portion and debt issuance cost discounts) (a)

 

 

1,578

 

 

 

1,573

 

Total debt

 

$

1,679

 

 

$

1,853

 

 

 

 

 

 

 

 

(a)
 December 31
 September 30
(In millions)2017
 2017
Short-term debt (includes current portion of long-term debt)$355
 $235
Long-term debt (including current portion and debt issuance cost discounts) (a)
2,584
 2,584
Total debt$2,939
 $2,819
    
(a)Includes $24$13 million and $25$15 million of debt issuance cost discounts as of December 31, 2017June 30, 2021 and September 30, 2017, 2020, respectively.
The current portion of long-term debt was $6 million at December 31, 2017.  

61


Debt as a percent of capital employed was 46%34% and 38% at December 31, 2017June 30, 2021 and 45% at September 30, 2017.2020, respectively. At December 31, 2017,June 30, 2021, Ashland’s total debt had an outstanding principal balance of $3,015$1,733 million, discounts of $52$41 million, and debt issuance costs of $24$13 million. The scheduled aggregate maturities of long-term debt by year (including the current portion and excluding debt issuance costs) are as follows: $5 millionzero remaining in 2018, $112021, $421 million in 2019, $2692022, $22 million in 2020, $562023, $44 million in 20212024 and $1,279$175 million in 2022.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


Financing Activities
2017 Credit Agreement
On May 17, 2017, in conjunction with the closing of the Pharmachem acquisition, Ashland entered into a secured credit agreement (the 2017 Credit Agreement) with a group of lenders. The 2017 Credit Agreement provided for (i) a $250 million three-year term loan A facility (the Three-Year TLA Facility), (ii) a $250 million five-year term loan A facility (the Five-Year TLA Facility and together with the Three-Year TLA Facility, the TLA Facilities) and (iii) a $680 million five-year revolving credit facility (including a $125 million letter of credit sublimit) (the 2017 Revolving Credit Facility). Proceeds of borrowings under the TLA Facilities were used solely to finance the acquisition of Pharmachem, while the proceeds of the 2017 Revolving Credit Facility were used to finance, in part, the acquisition of Pharmachem, to refinance the 2015 Senior Credit Agreement and for general corporate purposes. On May 19, 2017, Ashland entered into Amendment No. 1 to the 2017 Credit Agreement, which increased the aggregate commitments under the 2017 Revolving Credit Facility from $680 million to $800 million.
At Ashland’s option, loans issued under the 2017 Credit Agreement bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. Loans bear interest at LIBOR plus 1.75% per annum, in the case of LIBOR borrowings, or at the alternate base rate plus 0.75%, in the alternative, through and including the date of delivery of a quarterly compliance certificate and thereafter the interest rate will fluctuate between LIBOR plus 1.375% per annum and LIBOR plus 2.500% per annum (or between the alternate base rate plus 0.375% per annum and the alternate base rate plus 1.500% per annum), based upon Ashland’s secured facilities ratings or the consolidated net leverage ratio (as defined in the 2017 Credit Agreement) (whichever yields a lower applicable interest rate margin) at such time. In addition, Ashland was required to pay fees of 0.25% per annum on the daily unused amount of the 2017 Revolving Credit Facility through and including the date of delivery of a compliance certificate, and thereafter the fee rate will fluctuate between 0.175% and 0.40% per annum, based upon Ashland’s secured facilities rating or the consolidated net leverage ratio (whichever yields a lower applicable rate). The TLA Facilities may be prepaid at any time without premium. The Three-Year TLA Facility will not amortize and will be due on May 17, 2020.  The Five-Year TLA Facility will not amortize in each of the first, second and third years and will amortize at a rate of 20% per annum in each of the fourth and fifth years (payable in equal quarterly installments), with the outstanding balance of the Five-Year TLA Facility to be paid on May 17, 2022.
On June 14, 2017, Ashland entered into Amendment No. 2 to the 2017 Credit Agreement, which provided for a new $600 million seven-year senior secured term loan B facility (the 2017 TLB Facility). At Ashland’s option, loans issued under the 2017 TLB Facility bear interest at either (x) LIBOR plus 2.00% per annum or (y) an alternate base rate plus 1.00% per annum. The 2017 TLB Facility may be prepaid at any time. The 2017 TLB Facility amortizes at a rate of 1.00% per annum (payable in equal quarterly installments) with the outstanding balance to be paid on May 17, 2024.
6.50% junior subordinated notes due 2029
In December 2016, Hercules LLC (Hercules) (formerly Hercules Incorporated), an indirect wholly-owned subsidiary of Ashland, repurchased, through a cash tender offer (the Tender Offer), $182 million of the aggregate principal par value amount of its 6.50% junior subordinated notes due 2029 (2029 notes) for an aggregate purchase price of $177 million. As a result of the Tender Offer, the carrying value of the 2029 notes was reduced by $90 million and Ashland recognized a $92 million charge related to accelerated accretion of the recorded debt discount (compared to the total par value) and $5 million of a net gain related to the repayment of the debt. The charge and net gain are included in the net interest and other financing expense caption of the Statements of Consolidated Comprehensive Income (Loss) for the three months ended December 31, 2016.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


Open market repurchases of 4.750% notes due 2022 and 3.875% notes due 2018
During the three months ended December 31, 2016, Ashland executed open market repurchases of its 4.750% notes due 2022 (2022 notes) and its 3.875% notes due 2018 (2018 notes). As a result of these repurchases, the carrying values of the 2022 notes and 2018 notes were reduced by $36 million and $29 million, respectively. Ashland recognized a $2 million charge related to premiums paid in the open market repurchases and accelerated amortization of previously capitalized debt issuance costs, which is included in the net interest and other financing expense caption of the Statements of Consolidated Comprehensive Income (Loss) for the three months ended December 31, 2016.
2025.

Ashland credit ratings

Ashland’s corporate credit rating withratings remained unchanged at BB+ by Standard & Poor’s is BB, whileand Ba1 by Moody’s Investor Services. As of June 30, 2021, Moody’s Investor Services is Ba2. Moody’s Investor Services andoutlook remained at stable, while Standard & Poor's outlooks bothoutlook remained at stable.negative. Subsequent changes to these ratings or outlook may have an effect on Ashland’s borrowing rate or ability to access capital markets in the future.

Ashland debt covenant restrictions

Ashland's most recent credit agreement (the 20172020 Credit Agreement) contains usual and customary representations, warranties and affirmative and negative covenants, including financial covenants for leverage and interest coverage ratios, limitations on liens, additional subsidiary indebtedness, restrictions on subsidiary distributions, investments, mergers, sale of assets and restricted payments and other customary limitations. As of December 31, 2017,June 30, 2021, Ashland is in compliance with all debt agreement covenant restrictions under the 20172020 Credit Agreement.

The maximum consolidated net leverage ratio permitted under the 20172020 Credit Agreement is 4.5.4.0. The 20172020 Credit Agreement defines the consolidated net leverage ratio as the ratio of consolidated indebtedness minus unrestricted cash and cash equivalents to consolidated EBITDA (Covenant Adjusted EBITDA) for any measurement period. In general, the 20172020 Credit Agreement defines Covenant Adjusted EBITDA as net income plus consolidated interest charges, taxes, depreciation and amortization expense, fees and expenses related to capital market transactions and proposed or actual acquisitions and divestitures, restructuring and integration charges, noncash stock and equity compensation expense, and any other nonrecurring expenses or losses that do not represent a cash item in such period or any future period; less any noncash gains or other items increasing net income. The computation of Covenant Adjusted EBITDA differs from the calculation of EBITDA and Adjusted EBITDA, which have been reconciled on page 41.above in the “consolidated review” section. In general, consolidated indebtedness includes debt plus all purchase money indebtedness, banker’s acceptances and bank guaranties, deferred purchase price of property or services, attributable indebtedness and guarantees.

At June 30, 2021, Ashland’s calculation of the consolidated net leverage ratio was 2.6.

The minimum required consolidated interest coverage ratio under the 20172020 Credit Agreement is 3.0. The 20172020 Credit Agreement defines the consolidated interest coverage ratio as the ratio of Covenant Adjusted EBITDA to consolidated interest charges for any measurement period.

At December 31, 2017, Ashland’s calculation of the consolidated net leverage ratio was 3.9, which is below the maximum consolidated ratio permitted under the 2017 Credit Agreement of 4.5. At December 31, 2017,June 30, 2021, Ashland’s calculation of the consolidated interest coverage ratio was 4.6, which exceeds the minimum required consolidated ratio of 3.0.
The average8.3.

Any change in Covenant Adjusted EBITDA of $100 million would have an approximate 0.7x0.4x effect on the consolidated net leverage ratio and a 0.8x1.5x effect on the consolidated interest coverage ratio. The average change in consolidated indebtedness of $100 million would affect the consolidated leverage ratio by approximately 0.2x.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


62


Additional capital resources

Cash projection

Ashland projectsbelieves that cash flow from operations, availability under existing credit facilities and arrangements, current cash and investment balances and the ability to obtain other available financial resources such asfinancing, if necessary, will provide adequate cash on hand and revolving credit should be sufficient to meet investing and financing requirements to enable Ashland to comply withfunds for the covenants and other terms of its financing obligations.  These projections are based on various assumptions that include, but are not limited to: operational results, capital expenditures,Company’s foreseeable working capital needs, and taxcapital expenditures at existing facilities, dividend payments and receipts.

debt service obligations. The Company’s cash requirements are subject to change as business conditions warrant and opportunities arise. The timing and size of any new business ventures or acquisitions that the Company may complete may also impact its cash requirements. For information regarding the impact of COVID-19 on the Company, including on its liquidity and capital resources, please see item 1A, in Ashland’s most recent Form 10-K filed with the SEC.

Total equity

Total equity decreased $7increased by $166 million since September 30, 20172020 to $3,399$3,202 million at December 31, 2017.June 30, 2021. The decreaseincrease of $7$166 million was due to cash dividendsnet income of $14$176 million, deferred translation gain of $37 million and a net loss$7 million of $4 million, partiallycommon shares issued under stock incentive plans, offset by an $8$52 million net increase in available-for-sale securitiesof dividends and $3$2 million related to deferred translation gains.

Stock repurchase program
In April 2015, Ashland's Boardthe adoption of Directors approved a $1 billion share repurchase authorization that was set to expire on December 31, 2017 (the 2015 stock repurchase program). This authorization allows for Ashland’s common shares to be repurchased in open market transactions, privately negotiated transactions or pursuant to one or more accelerated stock repurchase programs or Rule 10b5-1 plans.
During 2017, Ashland's Boardnew accounting guidance around the measurement of Directors extended the 2015 stock repurchase program indefinitely. As of December 31, 2017, $500 million of share repurchase authorization remains under the 2015 stock repurchase program.
credit losses.

Stockholder dividends

In May 2017, subsequent to the final distribution of Valvoline Inc.'s common stock,2021, the Board of Directors of Ashland announced a quarterly cash dividend of 22.530 cents per share to eligible shareholders atstockholders of record, which was paid for quarterly dividendsin the third quarter of fiscal 2021. This dividend represented a 9% increase over the previous quarter's dividend. Dividends of 27.5 cents per share were paid in the first two quarters of fiscal 2021, each quarter of fiscal 20182020 and the third and fourth quarters of fiscal 2017. This represented a reduction from the previous quarterly dividend of 39 cents per share which was paid for quarterly dividends in the first and second quarters of fiscal 2017.

2019.

Capitalexpenditures

Capital expenditures were $24$77 million for the threenine months ended December 31, 2017 and averaged approximately $217June 30, 2021 compared to $94 million duringfor the last three fiscal years.

Contractual obligations and commitments
As a result of the Tax Act that was enacted during December 2017, Ashland has currently estimated and identified that the one-time transition tax related to the new law is estimated to be approximately $160 million payable over eight years, with the first payment of approximately $13 million due during the first quarter of fiscal year 2019.   Ashland will continue to reassess this estimate in future periods. 
In addition, during January 2018, Ashland repatriated approximately $300 million in cash that was used to repay existing debt.  There were no other significant changes to the contractual obligations table as presented at Septembernine months ended June 30, 2017.
ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


2020.

CRITICAL ACCOUNTING POLICIES

The preparation of Ashland’s Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses, and the disclosures of contingent assets and liabilities. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets (including goodwill and other intangible assets), income taxes, other liabilities and receivables associated with asbestos litigation and environmental remediation. These accounting policies are discussed in detail in “Management’s Discussion and Analysis – Critical Accounting Policies” in Ashland’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2020. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. Management has reviewed the estimates affecting these items with the Audit Committee of Ashland’s Board of Directors. No material changes have been made to the valuation techniques during the threenine months ended December 31, 2017.

OUTLOOK
Fiscal Year 2018
Ashland updated its financial outlook for fiscal 2018 as shown in the table below.
Prior FY 2018 OutlookUpdated FY 2018 Outlook
Adjusted EBITDA
Specialty Ingredients$560 - $590 millionNo change
Composites$85 - $95 millionNo change
Intermediates & Solvents$40 - $50 millionNo change
Unallocated and other($35 - $45 million)No change
Key Operating Metrics
Free cash flow>$220 millionNo change
Adjusted diluted EPS$3.20 - $3.40$2.90 - $3.10
Corporate Items
Depreciation & amortization~$290 millionNo change
Interest expense$125 - $135 millionNo change
Effective tax rate8 - 13%16 - 20%
Capital expenditures$195 - $205 millionNo change
Diluted share count~64 millionNo change
Second Quarter of 2018
For the second quarter of fiscal 2018, Ashland expects Adjusted diluted EPS to be in the range of $0.80-$0.90 per diluted share. This estimate assumes an effective tax rate of 18% based on the new U.S. tax legislation.
June 30, 2021.

63


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Ashland’s market risk exposure at December 31, 2017June 30, 2021 is generally consistent with the types of market risk exposures presented in Ashland’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

ASHLAND GLOBAL HOLDINGS INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS


2020.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures - As of the end of the period covered by this quarterly report, Ashland, under the supervision and with the participation of its management, including Ashland’s Chief Executive Officer and its Chief Financial Officer, evaluated the effectiveness of Ashland’s disclosure controls and procedures pursuant to Rule 13a-15(b) and 15d-15(b) promulgated under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2017.

June 30, 2021.

Changes in Internal Control over Financial Reporting - During the threenine months ended December 31, 2017,June 30, 2021, Ashland completed its purchase of Schülke. Although management believes appropriate internal controls and procedures have been maintained, Schülke's controls and procedures for recording, processing and summarizing of financial information have not been fully evaluated by Ashland's management as of June 30, 2021. As such, there is a risk that deficiencies may exist which have not yet been identified that could constitute significant deficiencies or in the aggregate, a material weakness related to the Schülke business. Otherwise, there were no other significant changes in Ashland’s internal control over financial reporting, or in other factors, that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, Ashland’s internal control over financial reporting.

During the June 2017 quarter, Ashland completed its purchase of Pharmachem. Although management believes appropriate internal controls and procedures have been maintained, Pharmachem’s controls and procedures for the recording, processing, and summarizing of financial information have not been fully evaluated by Ashland’s management as of December 31, 2017. As such, there is a risk that deficiencies may exist and not yet be identified that could constitute significant deficiencies or in the aggregate, a material weakness related to Pharmachem's businesses.


64


PART II – OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

The following is a description of Ashland’s material legal proceedings.

Ashland’s threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.

Asbestos-Related Litigation

Ashland is subject to liabilities from claims alleging personal injury caused by exposure to asbestos. Such claims result primarily from indemnification obligations undertaken in 1990 in connection with the sale of Riley Stoker Corporation (Riley), a former subsidiary. Although Riley was neither a producer nor a manufacturer of asbestos, its industrial boilers contained some asbestos-containing components provided by other companies.

Hercules LLC (formerly Hercules Incorporated), an indirect wholly-owned subsidiary of Ashland, is also subject to liabilities from asbestos-related personal injury lawsuits involving claims which typically arise from alleged exposure to asbestos fibers from resin encapsulated pipe and tank products which were sold by one of Hercules’ former subsidiaries to a limited industrial market.

Ashland and Hercules are also defendants in lawsuits alleging exposure to asbestos at facilities formerly or presently owned or operated by Ashland or Hercules.

For additional detailed information regarding liabilities arising from asbestos-related litigation, see Note KL of Notes to Condensed Consolidated Financial Statements in this quarterly report on Form 10-Q.

Environmental Proceedings

(a) CERCLA and Similar State Law Sites - Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state laws, Ashland and its subsidiaries may be subject to joint and several liability for cleanup costs in connection with alleged releases of hazardous substances at sites where it has been identified as a “potentially responsible party” (PRP). As of December 31, 2017,June 30, 2021, Ashland and its subsidiaries have been identified as a PRP by U.S. federal and state authorities, or by private parties seeking contribution, for the cost of environmental investigation and/or cleanup at 82 waste treatment or disposal sites. These sites are currently subject to ongoing investigation and remedial activities, overseen by the United States Environmental Protection Agency (USEPA) or a state agency, in which Ashland or its subsidiaries are typically participating as a member of a PRP group. Generally, the types of relief sought include remediation of contaminated soil and/or groundwater, reimbursement for past costs of site cleanup and administrative oversight and/or long-term monitoring of environmental conditions at the sites. The ultimate costs are not predictable with assurance.

(b)     Hattiesburg, Mississippi Resource Conservation and Recovery Act Matter - In November 2008, the Mississippi Department of Environmental Quality (MDEQ) issued a Notice of Violation to Hercules’ now-closed Hattiesburg, Mississippi manufacturing facility alleging that a process water impoundment basin at the facility had been operated as a hazardous waste storage and treatment facility without a permit in violation of the Resource Conservation and Recovery Act.  In May 2011, the USEPA issued an inspection report from a September 2010 inspection with allegations similar to those of the MDEQ and promulgated an information request.  Ashland has been working with the MDEQ and USEPA to settle this matter in the context of the shutdown and ongoing remediation of the Hattiesburg facility.  The USEPA proposed a settlement penalty in excess of $100,000.  While it is reasonable to believe that this matter will involve a penalty from the MDEQ and/or the USEPA exceeding $100,000, the potential penalty with respect to this enforcement matter should not be material to Ashland.

(c) Lower Passaic River, New Jersey Matters - Ashland, through two formerly owned facilities, and ISP, through a now-closed facility, have been identified as PRPs, along with approximately 70 other companies (the Cooperating Parties Group or the CPG), in a May 2007 Administrative Order of Consent (AOC) with the USEPA. The parties are required to perform a remedial investigation and feasibility study (RI/FS) of the entire 17 miles of the Passaic River. In June 2007, the USEPA separately commenced a Focused Feasibility Study (FFS) as an interim measure. In accordance with the 2007 AOC, in June 2012 the CPG voluntarily entered into another AOC for an interim removal action focused solely at mile 10.9 of the Passaic River. The allocations for the 2007 AOC and the 2012 removal action are based on interim allocations, are immaterial and have been accrued. In April 2014, the USEPA released the FFS. The CPG

submitted the Draft RI/FS Report on April 30, 2015. The USEPA has released the FFS Record of Decision for the lower 8 miles and recently reached an agreement with Occidentalanother chemical company to conduct and pay for the remedial design. TheThis chemical company has sued Ashland, ISP and numerous other defendants to recover past and future costs pursuant to the CERCLA. Ashland, ISP and numerous other defendants have filed a Motion to Dismiss all of the claims. Ashland and ISP are participating in an USEPA has advised that it will be working to secure similar agreements with other PRPs.allocation process. The release of the FFS Record of Decision, did not have a material adverse impact on Ashland’s business and financial operations; however, there are a number of contingencies in the future that could possibly have a material impact including adverse rulings or verdicts, allocationcurrent allocations proceedings and related orders.
the lawsuit are not expected to be material to Ashland.

For additional information regarding environmental matters and reserves, see Note KL of Notes to Condensed Consolidated Financial Statements in this quarterly report on Form 10-Q.

65


Other Pending Legal Proceedings

In addition to the matters described above, there are other various claims, lawsuits and administrative proceedings pending or threatened against Ashland and its current and former subsidiaries. Such actions are with respect to commercial matters, product liability, toxic tort liability and other environmental matters which seek remedies or damages, some of which are for substantial amounts. While Ashland cannot predict with certainty the outcome of such actions, it believes that adequate reserves have been recorded and losses already recognized with respect to such actions were immaterial as of December 31, 2017.June 30, 2021. 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, 2017.

June 30, 2021.

66


ITEM 1A. RISK FACTORS

During the period covered by this report, there were no material changes from the risk factors previously disclosed in Ashland’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share

There was no share repurchase activity during the three months ended December 31, 2017 was as follows:

June 30, 2021.

Issuer Purchases of Equity Securities

 

Q3 Fiscal Periods

 

Total Number of
Shares Purchased

 

 

Average Price
Paid Per Share,
including
commission

 

 

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs

 

 

Dollar Value of
Shares that May
Be Purchased
Under the Plans
or Programs
(in millions)(a)

 

April 1, 2021 to April 30, 2021

 

 

 

 

$

 

 

 

 

 

$

800

 

May 1, 2021 to May 31, 2021

 

 

 

 

 

 

 

 

 

 

 

800

 

June 1, 2021 to June 30, 2021

 

 

 

 

 

 

 

 

 

 

 

800

 

Total

 

 

 

 

 

 

 

 

 

 

$

800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)
Issuer Purchases of Equity Securities
Q1 Fiscal PeriodsTotal Number of Shares PurchasedAverage Price Paid Per Share, including commission Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(a)
October 1, 2017 to October 31, 2017
  $
 
 $500
November 1, 2017 to November 30, 2017:     

  
Employee Tax Withholdings16,465
(b) 66.56
 
 500
December 1, 2017 to December 31, 2017
  
 
 500
         Total..........................................................16,465
    
 $500

(a)In April 2015, the Company'sDuring March 2018, Ashland’s Board of Directors authorizedapproved a program to repurchase up tonew $1 billion ofstock repurchase program, which replaced the Company'sprevious stock with the authorization expiring December 31, 2017. In September 2017, the Company's Board of Directors renewed the program for the remaining $500 million. The Company's sharerepurchase program. Ashland’s stock repurchase program does not obligate it to acquire any specific number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 of the Exchange Act. As of December 31, 2017, $500June 30, 2021, $800 million remains available for repurchase under this authorization.
(b)Shares withheld from employees to cover their withholding requirements for personal income taxes related to the vesting of restricted stock.


67


ITEM 6. EXHIBITS

(a) Exhibits

2.1

2.2*

31.1*

101.INS**

Inline XBRL Instance Document.

101.SCH**

Inline XBRL Taxonomy Extension Schema Document.

101.CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF**

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB**

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE**

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*Filed herewith.
**Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language):  (i) Statements of Consolidated Comprehensive Income for the three months ended December 31, 2017 and December 31, 2016; (ii) Condensed Consolidated Balance Sheets at December 31, 2017 and September 30, 2017; (iii) Statements of Consolidated Equity at December 31, 2017; (iv) Statements of Condensed Consolidated Cash Flows for the three months ended December 31, 2017 and December 31, 2016; and (v) Notes to Condensed Consolidated Financial Statements.  


SM Service mark, Ashland or its subsidiaries, registered in various countries.
™ Trademark, Ashland or its subsidiaries, registered in various countries.

*

Filed herewith.

**

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Statements of Consolidated Comprehensive Income (Loss) for the three and nine months ended June 30, 2021 and June 30, 2020; (ii) Condensed Consolidated Balance Sheets at June 30, 2021 and September 30, 2020; (iii) Statements of Consolidated Equity at June 30, 2021; (iv) Statements of Condensed Consolidated Cash Flows for the nine months ended June 30, 2021 and June 30, 2020; and (v) Notes to Condensed Consolidated Financial Statements.

SM

Service mark, Ashland or its subsidiaries, registered in various countries.

Trademark, Ashland or its subsidiaries, registered in various countries.

68


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Ashland Global Holdings Inc.

(Registrant)

January 30, 2018

July 29, 2021

/s/ J. Kevin Willis

J. Kevin Willis

Senior Vice President and Chief Financial Officer

(on behalf of the Registrant and as principal

financial officer)



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