Ashland (ASH) 8-K Regulation FD Disclosure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  April 28, 2020

ASHLAND GLOBAL HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation) 

333-211719	81-2587835
(Commission File Number)	(I.R.S. Employer Identification No.)

8145 Blazer Drive

Wilmington, DE 19808

Registrant’s telephone number, including area code (302) 995-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $.01)	ASH	NYSE

Item 7.01.  Regulation FD Disclosure.

During the second quarter of fiscal year 2020, Ashland Global Holdings Inc. (“Ashland”) changed the manner in which it manages the business, moving from a functionally-led to a business-led organization.  As a result, Ashland’s operations are now managed by the chief operating decision maker within the following five reportable segments:

• Life Sciences: this segment is comprised of pharmaceuticals, nutrition, nutraceuticals, agricultural chemicals, advanced materials and fine chemicals.

• Personal Care & Household: this segment is comprised of biofunctionals, preservatives, skin care, sun care, oral care, hair care and household.

• Specialty Additives: this segment is comprised of rheology- and performance-enhancing additives serving the coatings, construction, energy, automotive and various industrial markets.

• Performance Adhesives: this segment is comprised of adhesives used in packaging, converting and structural applications.

• Intermediates & Solvents: this segment is comprised of the production of 1,4 butanediol (BDO) and related derivatives serving diverse end markets as well as providing feedstocks for the Life Sciences and Personal Care segments.  

• Unallocated and Other generally includes items such as certain significant company-wide restructuring activities, corporate governance costs and legacy costs or adjustments that relate to divested businesses that are no longer operated by Ashland.

Ashland is providing summary historical financial information for the four quarters of fiscal year 2019 and the first quarter of fiscal year 2020 based upon the new segment reporting adopted during the second quarter of fiscal year 2020 within Tables 1 through 6.

These segment changes have no impact on our historical consolidated balance sheets, statements of earnings or cash flows. The recast unaudited information related to Ashland’s previously issued historical financial information that is provided in this Current Report on Form 8-K is revised on a basis that is consistent with the reorganization of Ashland’s reportable segments.  This Current Report on Form 8-K should be read in conjunction with Ashland’s Quarterly Reports on Form 10-Q for the four quarters of fiscal year 2019 and the first quarter of fiscal year 2020 filed with the Securities and Exchange Commission.

2

Ashland Global Holdings Inc. and Consolidated Subsidiaries													Table 1
ADJUSTED RESULTS SUMMARY (a)
(in millions except percentages - preliminary and unaudited)
	Three Months Ended
	December 31, 2018			March 30, 2019			June 30, 2019			September 30, 2019			December 31, 2019
Life Sciences
Sales	$	170		$	196		$	190		$	176		$	155
Adjusted EBITDA		38			48			47			41			37
Adjusted EBITDA Margin		22.4	%		24.5	%		24.7	%		23.3	%		23.9	%
Personal Care & Household
Sales	$	154		$	183		$	158		$	157		$	137	��
Adjusted EBITDA		37			44			37			47			30
Adjusted EBITDA Margin		24.0	%		24.0	%		23.4	%		29.9	%		21.9	%
Consumer Specialties
Sales	$	324		$	379		$	348		$	333		$	292
Adjusted EBITDA		75			92			84			88			67
Adjusted EBITDA Margin		23.1	%		24.3	%		24.1	%		26.4	%		22.9	%
Specialty Additives
Sales	$	148		$	169		$	177		$	161		$	139
Adjusted EBITDA		26			38			42			44			29
Adjusted EBITDA Margin		17.6	%		22.5	%		23.7	%		27.3	%		20.9	%
Performance Adhesives
Sales	$	81		$	89		$	88		$	85		$	74
Adjusted EBITDA		13			21			20			19			15
Adjusted EBITDA Margin		16.0	%		23.6	%		22.7	%		22.4	%		20.3	%
Industrial Specialties
Sales	$	229		$	258		$	265		$	246		$	213
Adjusted EBITDA		39			59			62			63			44
Adjusted EBITDA Margin		17.0	%		22.9	%		23.4	%		25.6	%		20.7	%
Intermediates & Solvents
Sales	$	33		$	44		$	41		$	42		$	28
Adjusted EBITDA		5			12			12			13			(9	)
Adjusted EBITDA Margin		15.2	%		27.3	%		29.3	%		31.0	%		-32.1	%
Corporate & Other
Sales	$	(10	)	$	(14	)	$	(13	)	$	(12	)	$	-
Adjusted EBITDA		(19	)		(21	)		(18	)		(14	)		(14	)
Adjusted EBITDA Margin	N/M			N/M			N/M			N/M			N/M
Ashland Global Holdings Inc.
Sales	$	576		$	667		$	641		$	609		$	533
Adjusted EBITDA		100			142			140			150			88
Adjusted EBITDA Margin		17.4	%		21.3	%		21.8	%		24.6	%		16.5	%
(a) All figures are presented on an adjusted basis except Sales.  Tables 2 through 6 reconcile adjusted amounts to amounts reported under GAAP, including reconciliations of Net Income to Adjusted EBITDA.  Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Sales.

3

Ashland Global Holdings Inc. and Consolidated Subsidiaries																	Table 2
STATEMENTS OF CONSOLIDATED INCOME (LOSS)
(In millions - preliminary and unaudited)
	Three Months Ended December 31, 2018
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives			Performance Adhesives		Industrial Specialties			Intermediates & Solvents		Corporate & Other			Total
Sales	$	170	$	154	$	324	$	148		$	81	$	229		$	33	$	(10	)	$	576
Cost of sales						208							198			28		(10	)		424
GROSS PROFIT						116							31			5		-			152
Selling, general and administrative expense						48							34			3		37			122
Research and development expense						11							6			-		-			17
Intangible amortization expense						16							5			-		-			21
Equity and Other Income						-							-			-		1			1
OPERATING INCOME (LOSS)		23		18		41		(23	)		9		(14	)		2		(36	)		(7	)
Net interest and other expense																		55			55
Other net periodic benefit income																		18			18
Net income (loss) on divestitures						-							-			-		(3	)		(3	)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		23		18		41		(23	)		9		(14	)		2		(76	)		(47	)
Income tax expense (benefit)																		24			24
INCOME (LOSS) FROM CONTINUING OPERATIONS		23		18		41		(23	)		9		(14	)		2		(100	)		(71	)
Income (loss) from discontinued operations (net of income taxes)																		23			23
NET INCOME (LOSS)	$	23	$	18	$	41	$	(23	)	$	9	$	(14	)	$	2	$	(77	)	$	(48	)

4

Ashland Global Holdings Inc. and Consolidated Subsidiaries																		Table 2 - Continued
SEGMENT COMPONENTS OF KEY ITEMS FOR APPLICABLE INCOME STATEMENT CAPTIONS
(In millions except per share data - preliminary and unaudited)
	Three Months Ended December 31, 2018
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives			Performance Adhesives		Industrial Specialties			Intermediates & Solvents			Corporate & Other			Total
OPERATING INCOME (LOSS)
Operating key items	$	-	$	-	$	-	$	(28	)	$	-	$	(28	)	$	-		$	(17	)	$	(45	)
All other operating income (loss)		23		18		41		5			9		14			2			(19	)		38
Operating income (loss)		23		18		41		(23	)		9		(14	)		2			(36	)		(7	)
NET INTEREST AND OTHER EXPENSE
Key items																			30			30
All other net interest and other expense																			25			25
NET INCOME (LOSS) ON DIVESTITURES
Key items																			(3	)		(3	)
INCOME TAX EXPENSE (BENEFIT)
Tax effect of key items																			(8	)		(8	)
Tax specific key items
Deferred tax rate changes																			2			2
One-time transition tax																			22			22
Restructuring and separation activity																	��		1			1
Other tax reform related activity																			3			3
All other income tax expense (benefit)																			4			4
OTHER NET PERIODIC BENEFIT INCOME (COSTS)
Key items																			18			18
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	23	$	18	$	41	$	(23	)	$	9	$	(14	)	$	2		$	(100	)	$	(71	)

5

Ashland Global Holdings Inc. and Consolidated Subsidiaries																	Table 2 - Continued
RECONCILIATION OF NON-GAAP DATA - ADJUSTED EBITDA
(in millions except per share data - preliminary and unaudited)
	Three Months Ended December 31, 2018
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives			Performance Adhesives		Industrial Specialties			Intermediates & Solvents		Corporate & Other			Total
Net income (loss) (as reported)	$	23	$	18	$	41	$	(23	)	$	9	$	(14	)	$	2	$	(77	)	$	(48	)
Income tax expense (benefit)						-							-					24			24
Net interest and other expense						-							-					55			55
Subtotal		23		18		41		(23	)		9		(14	)		2		2			31
Add:
Depreciation and amortization (a)		15		19		34		21			4		25			3		-			62
Operating key items		-		-		-		28			-		28			-		17			45
Net income (loss) on divestitures key items						-							-					3			3
Income (loss) from discontinued operations      (net of taxes)						-							-					(23	)		(23	)
Gain on pension and other postretirement      plan remeasurements						-							-					(18	)		(18	)
Adjusted EBITDA (non-GAAP)	$	38	$	37	$	75	$	26		$	13	$	39		$	5	$	(19	)	$	100
(a) Depreciation and amortization excludes accelerated depreciation of $19 million for Specialty Additives for the three months ended December 31, 2018 which is included as a key item within this table.

6

Ashland Global Holdings Inc. and Consolidated Subsidiaries								Table 2 - Continued
RECONCILIATION OF CERTAIN NON-GAAP DATA
(in millions except per share data - preliminary and unaudited)
	Three Months Ended December 31, 2018
	Life Sciences	Personal Care & Household	Consumer Specialties	Specialty Additives	Performance Adhesives	Industrial Specialties	Intermediates & Solvents	Corporate & Other	Total
Diluted EPS from continuing operations (as reported)									$	(1.14	)
Key items, before tax
Restructuring, separation and other costs										0.71
Gain on pension and other postretirement      plan measurements										(0.29	)
Unrealized (gain) loss on securities										0.47
Net loss on acquisitions and divestitures										0.05
Key items, before tax										0.94
Tax effect of key items (a)										(0.11	)
Key items, after tax										0.83
Tax specific key items (b):
Deferred tax rate changes										0.03
One-time transition tax										0.35
Restructuring and separation activity										0.02
Other tax reform related activity										0.05
Tax specific key items:										0.45
Total key items										1.28
Adjusted diluted EPS from continuing operations (non-GAAP)									$	0.14
Amortization expense, after tax										0.26
Adjusted diluted EPS from continuing operations excluding intangible amortization expense (non-GAAP)									$	0.40
Average Diluted Common Shares Outstanding										63
(a) Represents the tax effect of the key items that are previously identified above.
(b) Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items.

7

Ashland Global Holdings Inc. and Consolidated Subsidiaries																Table 3
STATEMENTS OF CONSOLIDATED INCOME (LOSS)
(In millions - preliminary and unaudited)
	Three Months Ended March 31, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives			Performance Adhesives		Industrial Specialties		Intermediates & Solvents		Corporate & Other			Total
Sales	$	196	$	183	$	379	$	169		$	89	$	258	$	44	$	(14	)	$	667
Cost of sales						249							201		33		(14	)		469
GROSS PROFIT						130							57		11		-			198
Selling, general and administrative expense						45							31		2		37			115
Research and development expense						11							6		-		-			17
Intangible amortization expense						16							5		-		-			21
Equity and Other Income						-							-		-		(1	)		(1	)
OPERATING INCOME (LOSS)		33		25		58		(2	)		17		15		9		(38	)		44
Net interest and other expense																	(3	)		(3	)
Other net periodic benefit income																	(1	)		(1	)
Net income (loss) on divestitures																	-			-
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		33		25		58		(2	)		17		15		9		(36	)		46
Income tax expense (benefit)																	1			1
INCOME (LOSS) FROM CONTINUING OPERATIONS		33		25		58		(2	)		17		15		9		(37	)		45
Income (loss) from discontinued operations (net of income taxes)																	31			31
NET INCOME (LOSS)	$	33	$	25	$	58	$	(2	)	$	17	$	15	$	9	$	(6	)	$	76

8

Ashland Global Holdings Inc. and Consolidated Subsidiaries																		Table 3 - Continued
SEGMENT COMPONENTS OF KEY ITEMS FOR APPLICABLE INCOME STATEMENT CAPTIONS
(In millions except per share data - preliminary and unaudited)
	Three Months Ended March 31, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives			Performance Adhesives		Industrial Specialties			Intermediates & Solvents			Corporate & Other			Total
OPERATING INCOME (LOSS)
Operating key items	$	-	$	-	$	-	$	(20	)	$	-	$	(20	)	$	-		$	(17	)	$	(37	)
All other operating income (loss)		33		25		58		18			17		35			9			(21	)		81
Operating income (loss)		33		25		58		(2	)		17		15			9			(38	)		44
NET INTEREST AND OTHER EXPENSE
Key items																	��		(27	)		(27	)
All other net interest and other expense																			24			24
NET INCOME (LOSS) ON DIVESTITURES
Key items																			-			-
INCOME TAX EXPENSE (BENEFIT)
Tax effect of key items																			2			2
Tax specific key items
Deferred tax rate changes																			-			-
One-time transition tax																			-			-
Restructuring and separation activity																			(2	)		(2	)
Other tax reform related activity																			(3	)		(3	)
All other income tax expense (benefit)																			4			4
OTHER NET PERIODIC BENEFIT INCOME (COSTS)
Key items																			(1	)		(1	)
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	33	$	25	$	58	$	(2	)	$	17	$	15		$	9		$	(37	)	$	45

9

Ashland Global Holdings Inc. and Consolidated Subsidiaries																Table 3 - Continued
RECONCILIATION OF NON-GAAP DATA - ADJUSTED EBITDA
(in millions except per share data - preliminary and unaudited)
	Three Months Ended March 31, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives			Performance Adhesives		Industrial Specialties		Intermediates & Solvents		Corporate & Other			Total
Net income (loss) (as reported)	$	33	$	25	$	58	$	(2	)	$	17	$	15	$	9	$	(6	)	$	76
Income tax expense (benefit)						-							-				1			1
Net interest and other expense						-							-				(3	)		(3	)
Subtotal		33		25		58		(2	)		17		15		9		(8	)		74
Add:
Depreciation and amortization (a)		15		19		34		20			4		24		3		1			62
Operating key items		-		-		-		20			-		20		-		17			37
Net income (loss) on divestitures key items						-							-				-			-
Income (loss) from discontinued operations      (net of taxes)						-							-				(31	)		(31	)
Gain on pension and other postretirement     plan remeasurements						-							-				-			-
Adjusted EBITDA (non-GAAP)	$	48	$	44	$	92	$	38		$	21	$	59	$	12	$	(21	)	$	142
(a) Depreciation and amortization exclude accelerated depreciation of $19 million for Specialty Additives for the three months ended March 31, 2019 and $1 million for Unallocated and Other for the three months ended March 31, 2019, which are included as a key item within this table.

10

Ashland Global Holdings Inc. and Consolidated Subsidiaries									Table 3 - Continued
RECONCILIATION OF CERTAIN NON-GAAP DATA
(in millions except per share data - preliminary and unaudited)
	Three Months Ended March 31, 2019
	Life Sciences	Personal Care & Household	Consumer Specialties	Specialty Additives	Performance Adhesives		Industrial Specialties	Intermediates & Solvents	Corporate & Other	Total
Diluted EPS from continuing operations (as reported)										$	0.71
Key items, before tax
Restructuring, separation and other costs											0.58
Gain on pension and other postretirement      plan measurements											-
Unrealized (gain) loss on securities											(0.42	)
Net loss on acquisitions and divestitures											-
Key items, before tax											0.16
Tax effect of key items (a)											0.04
Key items, after tax											0.20
Tax specific key items (b):						��
Deferred tax rate changes											-
One-time transition tax											-
Restructuring and separation activity											(0.03	)
Other tax reform related activity											(0.05	)
Tax specific key items:											(0.08	)
Total key items											0.12
Adjusted diluted EPS from continuing operations (non-GAAP)										$	0.83
Amortization expense, after tax											0.25
Adjusted diluted EPS from continuing operations excluding intangible amortization expense (non-GAAP)										$	1.08
Average Diluted Common Shares Outstanding											64
(a) Represents the tax effect of the key items that are previously identified above.
(b) Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items.

11

Ashland Global Holdings Inc. and Consolidated Subsidiaries															Table 4
STATEMENTS OF CONSOLIDATED INCOME (LOSS)
(In millions - preliminary and unaudited)
	Three Months Ended June 30, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives		Performance Adhesives		Industrial Specialties		Intermediates & Solvents		Corporate & Other			Total
Sales	$	190	$	158	$	348	$	177	$	88	$	265	$	41	$	(13	)	$	641
Cost of sales						227						190		30		(13	)		434
GROSS PROFIT						121						75		11		-			207
Selling, general and administrative expense						45						29		2		53			129
Research and development expense						11						6		-		-			17
Intangible amortization expense						16						5		-		-			21
Equity and Other Income						-						-		-		3			3
OPERATING INCOME (LOSS)		32		17		49		19		16		35		9		(50	)		43
Net interest and other expense																21			21
Other net periodic benefit income																-			-
Net income (loss) on divestitures																-			-
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		32		17		49		19		16		35		9		(71	)		22
Income tax expense (benefit)																(1	)		(1	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		32		17		49		19		16		35		9		(70	)		23
Income (loss) from discontinued operations (net of income taxes)																43			43
NET INCOME (LOSS)	$	32	$	17	$	49	$	19	$	16	$	35	$	9	$	(27	)	$	66

12

Ashland Global Holdings Inc. and Consolidated Subsidiaries																	Table 4 - Continued
SEGMENT COMPONENTS OF KEY ITEMS FOR APPLICABLE INCOME STATEMENT CAPTIONS
(In millions except per share data - preliminary and unaudited)
	Three Months Ended June 30, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives			Performance Adhesives		Industrial Specialties			Intermediates & Solvents		Corporate & Other			Total
OPERATING INCOME (LOSS)
Operating key items	$	-	$	-	$	-	$	(3	)	$	-	$	(3	)	$	-	$	(32	)	$	(35	)
All other operating income (loss)		32		17		49		22			16		38			9		(18	)		78
Operating income (loss)		32		17		49		19			16		35			9		(50	)		43
NET INTEREST AND OTHER EXPENSE
Key items																		(6	)		(6	)
All other net interest and other expense																		27			27
NET INCOME (LOSS) ON DIVESTITURES
Key items																		-			-
INCOME TAX EXPENSE (BENEFIT)
Tax effect of key items																		(5	)		(5	)
Tax specific key items
Deferred tax rate changes																		-			-
One-time transition tax																		6			6
Uncertain tax positions																		(8	)		(8	)
Other																		3			3
All other income tax expense (benefit)																		3			3
OTHER NET PERIODIC BENEFIT INCOME (COSTS)
Key items																		-			-
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	32	$	17	$	49	$	19		$	16	$	35		$	9	$	(70	)	$	23

13

Ashland Global Holdings Inc. and Consolidated Subsidiaries															Table 4 - Continued
RECONCILIATION OF NON-GAAP-DATA - ADJUSTED EBITDA
(in millions except per share data - preliminary and unaudited)
	Three Months Ended June 30, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives		Performance Adhesives		Industrial Specialties		Intermediates & Solvents		Corporate & Other			Total
Net income (loss) (as Reported)	$	32	$	17	$	49	$	19	$	16	$	35	$	9	$	(27	)	$	66
Income tax expense (benefit)						-						-				(1	)		(1	)
Net interest and other expense						-						-				21			21
Subtotal		32		17		49		19		16		35		9		(7	)		86
Add:
Depreciation and amortization		15		20		35		20		4		24		3		-			62
Operating key items		-		-		-		3		-		3		-		32			35
Net income (loss) on divestitures key items						-						-				-			-
Income (loss) from discontinued operations      (net of taxes)						-						-				(43	)		(43	)
Gain on pension and other postretirement      plan remeasurements						-						-				-			-
Adjusted EBITDA (non-GAAP)	$	47	$	37	$	84	$	42	$	20	$	62	$	12	$	(18	)	$	140

14

Ashland Global Holdings Inc. and Consolidated Subsidiaries								Table 4 - Continued
RECONCILIATION OF NON-GAAP-DATA - ADJUSTED EBITDA
(in millions except per share data - preliminary and unaudited)
	Three Months Ended June 30, 2019
	Life Sciences	Personal Care & Household	Consumer Specialties	Specialty Additives	Performance Adhesives	Industrial Specialties	Intermediates & Solvents	Corporate & Other	Total
Diluted EPS from continuing operations (as reported)									$	0.37
Key items, before tax
Restructuring, separation and other costs										0.19
Tax indemnity expense										0.10
Environmental reserve adjustment										0.24
Unplanned plant shutdowns										0.03
Unrealized (gain) loss on securities										(0.10	)
Key items, before tax										0.46
Tax effect of key items (a)										(0.08	)
Key items, after tax										0.38
Tax specific key items:
Deferred tax rate changes										-
One-time transition tax										0.10
Restructuring and separation activity										(0.13	)
Other										0.05
Tax specific key items (b):										0.02
Total key items										0.40
Adjusted diluted EPS from continuing operations (non-GAAP)									$	0.77
Amortization expense, after tax										0.25
Adjusted diluted EPS from continuing operations excluding intangible amortization expense (non-GAAP)									$	1.02
Average Diluted Common Shares Outstanding										62
(a) Represents the tax effect of the key items that are previously identified above.
(b) Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items.

15

Ashland Global Holdings Inc. and Consolidated Subsidiaries															Table 5
STATEMENTS OF CONSOLIDATED INCOME (LOSS)
(In millions - preliminary and unaudited)
	Three Months Ended September 30, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives		Performance Adhesives		Industrial Specialties		Intermediates & Solvents		Corporate & Other			Total
Sales	$	176	$	157	$	333	$	161	$	85	$	246	$	42	$	(12	)	$	609
Cost of sales						212						170		30		(12	)		400
GROSS PROFIT						121						76		12		-			209
Selling, general and administrative expense						42						28		3		15			88
Research and development expense						10						5		-		-			15
Intangible amortization expense						16						5		-		-			21
Equity and Other Income						-						-		-		-			-
OPERATING INCOME (LOSS)		26		27		53		23		15		38		9		(15	)		85
Net interest and other expense																26			26
Other net periodic benefit income																(11	)		(11	)
Net income (loss) on divestitures																1			1
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		26		27		53		23		15		38		9		(51	)		49
Income tax expense (benefit)																22			22
INCOME (LOSS) FROM CONTINUING OPERATIONS		26		27		53		23		15		38		9		(73	)		27
Income (loss) from discontinued operations (net of income taxes)																384			384
NET INCOME (LOSS)	$	26	$	27	$	53	$	23	$	15	$	38	$	9	$	311		$	411

16

Ashland Global Holdings Inc. and Consolidated Subsidiaries															Table 5 - Continued
SEGMENT COMPONENTS OF KEY ITEMS FOR APPLICABLE INCOME STATEMENT CAPTIONS
(In millions except per share data - preliminary and unaudited)
	Three Months Ended September 30, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives		Performance Adhesives		Industrial Specialties		Intermediates & Solvents		Corporate & Other			Total
OPERATING INCOME (LOSS)
Operating key items	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	-
All other operating income (loss)		26		27		53		23		15		38		9		(15	)		85
Operating income (loss)		26		27		53		23		15		38		9		(15	)		85
NET INTEREST AND OTHER EXPENSE
Key items																1			1
All other net interest and other expense																25			25
NET INCOME (LOSS) ON DIVESTITURES
Key items																1			1
INCOME TAX EXPENSE (BENEFIT)
Tax effect of key items																(3	)		(3	)
Tax specific key items
Uncertain tax positions																2			2
Restructuring and separation activity																13			13
Other tax reform related activity																(4	)		(4	)
All other income tax expense (benefit)																14			14
OTHER NET PERIODIC BENEFIT INCOME (COSTS)
Key items																(11	)		(11	)
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	26	$	27	$	53	$	23	$	15	$	38	$	9	$	(73	)	$	27

17

Ashland Global Holdings Inc. and Consolidated Subsidiaries															Table 5 - Continued
RECONCILIATION OF NON-GAAP DATA - ADJUSTED EBITDA
(in millions except per share data - preliminary and unaudited)
	Three Months Ended September 30, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives		Performance Adhesives		Industrial Specialties		Intermediates & Solvents		Corporate & Other			Total
Net income (loss) (as Reported)	$	26	$	27	$	53	$	23	$	15	$	38	$	9	$	311		$	411
Income tax expense (benefit)						-						-				22			22
Net interest and other expense						-						-				26			26
Subtotal		26		27		53		23		15		38		9		359			459
Add:
Depreciation and amortization		15		20		35		21		4		25		4		-			64
Operating key items		-		-		-		-		-		-		-		-			-
Net income (loss) on divestitures key items						-						-				-			-
Income (loss) from discontinued operations      (net of taxes)						-						-				(384	)		(384	)
Gain on pension and other postretirement      plan remeasurements						-						-				11			11
Adjusted EBITDA (non-GAAP)	$	41	$	47	$	88	$	44	$	19	$	63	$	13	$	(14	)	$	150

18

Ashland Global Holdings Inc. and Consolidated Subsidiaries								Table 5 - Continued
RECONCILIATION OF CERTAIN NON-GAAP DATA
(in millions except per share data - preliminary and unaudited)
	Three Months Ended September 30, 2019
	Life Sciences	Personal Care & Household	Consumer Specialties	Specialty Additives	Performance Adhesives	Industrial Specialties	Intermediates & Solvents	Corporate & Other	Total
Diluted EPS from continuing operations (as reported)									$	0.44
Key items, before tax
Restructuring, separation and other costs										-
Gain on pension and other postretirement      plan measurements										0.18
Unrealized (gain) loss on securities										(0.07	)
Debt Refinancing Costs										0.09
Key items, before tax										0.20
Tax effect of key items (a)										(0.05	)
Key items, after tax										0.15
Tax specific key items:
Uncertain tax positions										0.03
Restructuring and separation activity										0.21
Other tax reform related activity										(0.06	)
Tax specific key items (b):										0.18
Total key items										0.33
Adjusted diluted EPS from continuing operations (non-GAAP)									$	0.77
Amortization expense, after tax										0.26
Adjusted diluted EPS from continuing operations excluding intangible amortization expense (non-GAAP)									$	1.03
Average Diluted Common Shares Outstanding										61
(a) Represents the tax effect of the key items that are previously identified above.
(b) Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items.

19

Ashland Global Holdings Inc. and Consolidated Subsidiaries																Table 6
STATEMENTS OF CONSOLIDATED INCOME (LOSS)
(In millions - preliminary and unaudited)
	Three Months Ended December 31, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives		Performance Adhesives		Industrial Specialties		Intermediates & Solvents			Corporate & Other			Total
Sales	$	155	$	137	$	292	$	139	$	74	$	213	$	28		$	-		$	533
Cost of sales						189						154		37			-			380
GROSS PROFIT						103						59		(9	)		-			153
Selling, general and administrative expense						44						29		2			24			99
Research and development expense						10						6		-			-			16
Intangible amortization expense						16						5		-			-			21
Equity and Other Income						-						-		-			-			-
OPERATING INCOME (LOSS)		22		11		33		8		11		19		(11	)		(24	)		17
Net interest and other expense																	10			10
Other net periodic benefit income																	-			-
Net income (loss) on divestitures																	3			3
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		22		11		33		8		11		19		(11	)		(31	)		10
Income tax expense (benefit)																	(24	)		(24	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		22		11		33		8		11		19		(11	)		(7	)		34
Income (loss) from discontinued operations (net of income taxes)																	(2	)		(2	)
NET INCOME (LOSS)	$	22	$	11	$	33	$	8	$	11	$	19	$	(11	)	$	(9	)	$	32

20

Ashland Global Holdings Inc. and Consolidated Subsidiaries																Table 6 - Continued
SEGMENT COMPONENTS OF KEY ITEMS FOR APPLICABLE INCOME STATEMENT CAPTIONS
(In millions except per share data - preliminary and unaudited)
	Three Months Ended December 31, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives		Performance Adhesives		Industrial Specialties		Intermediates & Solvents			Corporate & Other			Total
OPERATING INCOME (LOSS)
Operating key items	$	-	$	-	$	-	$	-	$	-	$	-	$	-		$	(7	)	$	(7	)
All other operating income (loss)		22		11		33		8		11		19		(11	)		(17	)		24
Operating income (loss)		22		11		33		8		11		19		(11	)		(24	)		17
NET INTEREST AND OTHER EXPENSE
Key items																	(9	)		(9	)
All other net interest and other expense																	19			19
NET INCOME (LOSS) ON DIVESTITURES
Key items																	-			-
All other net income (loss) on divestitures key items																	3			3
INCOME TAX EXPENSE (BENEFIT)
Tax effect of key items																	1			1
Tax specific key items
Deferred tax rate changes																	-			-
One-time transition tax																	-			-
Restructuring and separation activity																	-			-
Other tax reform related activity																	(25	)		(25	)
All other income tax expense (benefit)																	-			-
OTHER NET PERIODIC BENEFIT INCOME (COSTS)
Key items																	-			-
INCOME (LOSS) FROM CONTINUING OPERATIONS	$	22	$	11	$	33	$	8	$	11	$	19	$	(11	)	$	(7	)	$	34

21

Ashland Global Holdings Inc. and Consolidated Subsidiaries																Table 6 - Continued
RECONCILATION OF NON-GAAP DATA - ADJUSTED EBITDA
(in millions except per share data - preliminary and unaudited)
	Three Months Ended December 31, 2019
	Life Sciences		Personal Care & Household		Consumer Specialties		Specialty Additives		Performance Adhesives		Industrial Specialties		Intermediates & Solvents			Corporate & Other			Total
Net income (loss) (as reported)	$	22	$	11	$	33	$	8	$	11	$	19	$	(11	)	$	(9	)	$	32
Income tax expense (benefit)						-						-					(24	)		(24	)
Net interest and other expense						-						-					10			10
Subtotal		22		11		33		8		11		19		(11	)		(23	)		18
Add:
Depreciation and amortization		15		19		34		21		4		25		2			-			61
Operating key items		-		-		-		-		-		-		-			7			7
Net income (loss) on divestitures key items						-						-					-			-
Income (loss) from discontinued operations      (net of taxes)						-						-					2			2
Gain on pension and other postretirement      plan remeasurements						-						-					-			-
Adjusted EBITDA (non-GAAP)	$	37	$	30	$	67	$	29	$	15	$	44	$	(9	)	$	(14	)	$	88
								��

22

Ashland Global Holdings Inc. and Consolidated Subsidiaries								Table 6 - Continued
RECONCILATION OF CERTAIN NON-GAAP DATA
(in millions except per share data - preliminary and unaudited)
	Three Months Ended December 31, 2019
	Life Sciences	Personal Care & Household	Consumer Specialties	Specialty Additives	Performance Adhesives	Industrial Specialties	Intermediates & Solvents	Corporate & Other	Total
Diluted EPS from continuing operations (as reported)									$	0.56
Key items, before tax
Restructuring, separation and other costs										0.12
Gain on pension and other postretirement      plan measurements										-
Unrealized (gain) loss on securities										(0.15	)
Net loss on acquisitions and divestitures										-
Key items, before tax										(0.03	)
Tax effect of key items (a)										0.02
Key items, after tax										(0.01	)
Tax specific key items (b):
Deferred tax rate changes										-
One-time transition tax										-
Restructuring and separation activity										-
Other tax reform related activity										(0.42	)
Tax specific key items:										(0.42	)
Total key items										(0.43	)
Adjusted diluted EPS from continuing operations (non-GAAP)									$	0.13
Amortization expense, after tax										0.28
Adjusted diluted EPS from continuing operations excluding intangible amortization expense (non-GAAP)									$	0.41
Average Diluted Common Shares Outstanding										61
(a) Represents the tax effect of the key items that are previously identified above.
(b) Represents key items resulting from tax specific financial transactions, tax law changes or other matters that fall within the definition of tax specific key items.

23

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 expenses, and depreciation and amortization.

• Adjusted EBITDA – EBITDA adjusted for noncontrolling interests, discontinued operations, net income (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 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.

Management believes the use of EBITDA and Adjusted EBITDA measures on a consolidated and reportable segment basis assists investors in understanding the ongoing operating performance by presenting comparable financial results between periods. Ashland believes that by removing the impact of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes and certain other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide Ashland’s investors with performance measures that reflect the impact to operations from trends in changes in sales, margin and operating expenses, providing a perspective not immediately apparent from net income 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. Ashland’s management believes this presentation is helpful to illustrate how previous acquisitions have impacted applicable period results.

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’s 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.

24

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

The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

25

SIGNATURES

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 hereunto duly authorized.

	ASHLAND GLOBAL HOLDINGS INC.
	(Registrant)
April 28, 2020	/s/ J. Kevin Willis
	J. Kevin Willis
	Senior Vice President and Chief Financial Officer

26