PART I [Item 1. Business](index=3&type=section&id=Item%201.%20Business) Ashland is a global specialty chemical solutions leader with two reportable segments after divesting its Composites business [General](index=3&type=section&id=General) - Ashland Global Holdings Inc. was incorporated in 2016 in Delaware, succeeding Ashland Inc. to facilitate the separation of the Valvoline business[3](index=3&type=chunk) - The company is a global leader in specialty chemical solutions, serving over 100 countries with approximately **4,700 employees**[3](index=3&type=chunk) - Following the sale of its Composites segment and Marl facility on August 30, 2019, Ashland's operations are managed under two reportable segments: **Specialty Ingredients** and **Intermediates and Solvents**[3](index=3&type=chunk) [Specialty Ingredients](index=4&type=section&id=Specialty%20Ingredients) - Specialty Ingredients is a global leader in cellulose ethers, vinyl pyrrolidones, and biofunctionals for diverse consumer and industrial markets[3](index=3&type=chunk)[5](index=5&type=chunk) - The segment's expertise spans multiple chemistry disciplines to provide properties like thickening, water retention, and film formation[5](index=5&type=chunk) Specialty Ingredients Products as % of Total Consolidated Sales (Fiscal 2019) | Product | % of Specialty Ingredients sales | % of Ashland total consolidated sales | | :--- | :--- | :--- | | Cellulosics | 35% | 34% | | Polyvinylpyrrolidones (PVP) | 17% | 17% | [Intermediates and Solvents](index=6&type=section&id=Intermediate%20and%20Solvents) - Intermediates and Solvents is a leading producer of 1,4 butanediol (BDO) and its derivatives for various industrial applications[3](index=3&type=chunk)[11](index=11&type=chunk) - Butanediol is also supplied internally to Ashland's Specialty Ingredients business as a key raw material[3](index=3&type=chunk)[11](index=11&type=chunk) - The segment operates a primary manufacturing facility in Lima, Ohio, following the sale of its Marl, Germany facility in August 2019[11](index=11&type=chunk) [Miscellaneous](index=6&type=section&id=Miscellaneous) - Ashland maintains a company-wide environmental policy and an EHSQ&RA department to ensure compliance with global environmental laws[12](index=12&type=chunk)[14](index=14&type=chunk) - Ashland operates in a highly fragmented specialty chemicals industry, competing on product performance, quality, price, and service[17](index=17&type=chunk) - The company's broad intellectual property portfolio is crucial for protecting and differentiating its products and technologies[19](index=19&type=chunk) - Research and development focuses on new chemistries and customer-driven solutions, while facing volatile raw material costs[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) Environmental Remediation Reserves and Expense | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | Environmental remediation reserves | $186 | $187 | N/A | | Upper end of reasonably possible range | ~$440 | N/A | N/A | | Environmental remediation expense, net of insurance receivables | $34 | $65 | $24 | [Item 1A. Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks in operations, global markets, regulations, and financial obligations - Ashland's aggressive growth goals face risks from global economic changes, competition, and failures in talent retention or product innovation[26](index=26&type=chunk) - The company's success depends on attracting and retaining key employees, particularly with a large portion of U.S-based employees nearing retirement[26](index=26&type=chunk) - Failure to develop and market new products in the fast-changing specialty chemical industry could impact Ashland's competitive position[27](index=27&type=chunk) - Ashland operates in highly competitive markets, facing price and margin pressure from larger competitors with greater financial resources[29](index=29&type=chunk)[30](index=30&type=chunk) - The company is exposed to potential product liability claims and recalls, which could result in substantial expenditures and reputational damage[30](index=30&type=chunk) - Rising and volatile raw material and energy costs may negatively impact Ashland's costs and profitability[32](index=32&type=chunk) - Ashland's substantial global operations expose it to risks from differing legal requirements, exchange rate fluctuations, and trade disputes[32](index=32&type=chunk) - New or changing laws and regulations could increase compliance costs and restrict business operations[34](index=34&type=chunk) - The IPO and final distribution of Valvoline shares could result in **significant tax liability** for Ashland if the transactions are deemed not to qualify for non-recognition of gain[36](index=36&type=chunk) - Business disruptions from natural disasters, IT system failures, or cyber-security threats could seriously harm Ashland's operations[36](index=36&type=chunk)[38](index=38&type=chunk) - Ashland relies on intellectual property but faces risks of infringement claims or unauthorized disclosure of proprietary information[39](index=39&type=chunk) - The company incurs substantial costs for environmental liabilities, with potential future remediation costs estimated as high as **$440 million**[41](index=41&type=chunk) - Ashland's substantial indebtedness could adversely affect its financial condition by requiring a significant portion of cash flow for debt service[41](index=41&type=chunk) - Ashland is exposed to liabilities from asbestos-related claims, primarily from indemnification obligations and the acquisition of Hercules LLC[43](index=43&type=chunk) [Item 1B. Unresolved Staff Comments](index=17&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments to report - No unresolved staff comments were reported[44](index=44&type=chunk) [Item 2. Properties](index=18&type=section&id=Item%202.%20Properties) The company maintains global offices and properties suitable for its operations, with a headquarters move to Delaware - Ashland's corporate headquarters will relocate from Covington, Kentucky, to Wilmington, Delaware, by December 2019[45](index=45&type=chunk) - All of Ashland's physical properties are either owned or leased, and the company believes they are suitable for its business operations[45](index=45&type=chunk) [Item 3. Legal Proceedings](index=18&type=section&id=Item%203.%20Legal%20Proceedings) Ashland is involved in material legal proceedings related to historical asbestos and environmental liabilities - Ashland is subject to asbestos-related litigation primarily due to indemnification obligations from the sale of Riley Stoker Corporation and claims against its subsidiary Hercules LLC[46](index=46&type=chunk) - Under CERCLA and similar laws, Ashland has been identified as a 'potentially responsible party' (PRP) at **80 waste treatment or disposal sites**[47](index=47&type=chunk) - Specific environmental proceedings include RCRA matters in Hattiesburg, Mississippi, and Freetown, MA, and involvement as a PRP in the Lower Passaic River, New Jersey[49](index=49&type=chunk) - For all pending legal proceedings, Ashland believes adequate reserves have been recorded as of September 30, 2019[50](index=50&type=chunk) [Item 4. Mine Safety Disclosures](index=20&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to Ashland Global Holdings Inc[52](index=52&type=chunk) [Item X. Information about our Executive Officers](index=20&type=section&id=Item%20X.%20Information%20about%20our%20Executive%20Officers) This section details the executive team and highlights the upcoming CEO transition - Guillermo Novo will succeed William A. Wulfsohn as Chairman and Chief Executive Officer effective December 31, 2019[53](index=53&type=chunk) - Key executive officers include J. Kevin Willis (CFO), Peter J. Ganz (General Counsel), Anne T. Schumann (CHRO), Vito J. Consiglio (CCO), Osama M. Musa (CTO), and Keith C. Silverman (SVP, Global Operations)[53](index=53&type=chunk)[55](index=55&type=chunk) - J. William Heitman, Vice President and Controller, is retiring on December 31, 2019[55](index=55&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=22&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE, and this section details shareholder returns and share repurchase activities - Ashland Global Holdings Inc.'s common stock (ASH) began trading on the NYSE on September 20, 2016, with approximately **10,500 holders of record** at October 31, 2019[57](index=57&type=chunk) - The five-year cumulative total shareholder return graph compares Ashland's performance against the S&P MidCap 400† index and a peer group[58](index=58&type=chunk)[61](index=61&type=chunk) - During the three months ended September 30, 2019, Ashland repurchased **400,508 shares** at an average price of $75.84 per share[62](index=62&type=chunk) - In May 2019, Ashland initiated a **$200 million accelerated share repurchase (ASR) program**, resulting in the repurchase of 2.6 million shares[62](index=62&type=chunk) Five-Year Cumulative Total Return Comparison (Indexed to 100 in 2014) | | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Ashland | 100 | 98 | 114 | 127 | 165 | 153 | | S&P MidCap 400 † | 100 | 101 | 117 | 137 | 157 | 153 | | Peer Group - Materials | 100 | 83 | 103 | 125 | 130 | 131 | [Item 6. Selected Financial Data](index=23&type=section&id=Item%206.%20Selected%20Financial%20Data) Selected five-year financial data is provided on page F-69 of the report - Five-Year Selected Financial Information is available on page F-69[63](index=63&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation](index=38&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operation) This section provides a comprehensive analysis of financial condition, results of operations, and liquidity [BUSINESS OVERVIEW](index=38&type=section&id=BUSINESS%20OVERVIEW) - Ashland is a global leader in specialty chemical solutions, serving diverse consumer and industrial markets[109](index=109&type=chunk) - The company has approximately **4,700 employees** worldwide and serves customers in over 100 countries, with **60% of sales generated outside North America**[109](index=109&type=chunk) - Ashland's reporting structure consists of two reportable segments: Specialty Ingredients and Intermediates and Solvents[111](index=111&type=chunk) Sales by Geography (Percentage of Total Consolidated Sales) | Sales by Geography | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | North America (a) | 40% | 40% | 40% | | Europe | 33% | 32% | 30% | | Asia Pacific | 19% | 19% | 20% | | Latin America & other | 8% | 9% | 10% | | Total | 100% | 100% | 100% | Sales by Reportable Segment (Percentage of Total Consolidated Sales) | Sales by Reportable Segment | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Specialty Ingredients | 96% | 95% | 96% | | Intermediates and Solvents | 4% | 5% | 4% | | Total | 100% | 100% | 100% | [KEY DEVELOPMENTS](index=38&type=section&id=KEY%20DEVELOPMENTS) - The increase in Net Income for 2019 was primarily driven by a **$372 million after-tax gain** on the sale of the Composites segment and Marl facility[113](index=113&type=chunk)[116](index=116&type=chunk) - Adjusted EBITDA increased by **$17 million** in 2019, mainly due to lower selling, general and administrative costs[113](index=113&type=chunk) - On August 30, 2019, Ashland completed the sale of its Composites business and Marl facility to INEOS Enterprises for **$1.015 billion**[116](index=116&type=chunk) - Ashland announced a company-wide restructuring program in May 2018 to achieve **$120 million in annualized run-rate savings**, with $115 million captured by September 2019[117](index=117&type=chunk) - The Tax Cuts and Jobs Act of 2017 led to net unfavorable tax adjustments of **$29 million** in 2019[119](index=119&type=chunk) - In May 2019, Ashland initiated a **$200 million accelerated share repurchase (ASR) program**, repurchasing 2.6 million shares[120](index=120&type=chunk) - Ashland's Board of Directors increased the quarterly cash dividend to **27.5 cents per share** in May 2019[121](index=121&type=chunk) - Debt was reduced by approximately **$0.9 billion** in fiscal 2019, leading to corporate credit rating upgrades from Standard & Poor's (BB to BB+) and Moody's (Ba2 to Ba1)[122](index=122&type=chunk) Ashland's Net Income and Adjusted EBITDA (2019 vs. 2018) | Metric | 2019 (Millions USD) | 2018 (Millions USD) | Change (Millions USD) | | :--- | :--- | :--- | :--- | | Net Income | $505 | $114 | +$391 | | Adjusted EBITDA | $532 | $515 | +$17 | [RESULTS OF OPERATIONS – CONSOLIDATED REVIEW](index=40&type=section&id=RESULTS%20OF%20OPERATIONS%20–%20CONSOLIDATED%20REVIEW) - Ashland uses non-GAAP measures like EBITDA and Adjusted EBITDA to provide a clearer understanding of ongoing operating performance[123](index=123&type=chunk)[126](index=126&type=chunk) - Discontinued operations significantly impacted net income, contributing **$481 million in 2019**, including a $372 million gain on the Composites/Marl sale[129](index=129&type=chunk) - Operating income included key items such as restructuring costs (**$51M in 2019**), accelerated depreciation (**$39M in 2019**), and environmental reserve adjustments (**$15M in 2019**)[132](index=132&type=chunk) - Sales decreased by **$96 million (4%)** in 2019 due to unfavorable volume/product mix and foreign currency exchange[144](index=144&type=chunk) - Sales increased by **$280 million (12%)** in 2018, driven by the Pharmachem acquisition and improved volume[144](index=144&type=chunk) - Cost of sales was flat in 2019 compared to 2018, with increases from accelerated depreciation and higher production costs offset by volume declines[146](index=146&type=chunk) - Selling, general and administrative (SG&A) expense decreased by **$153 million** in 2019, primarily due to lower net environmental-related expenses and reduced restructuring costs[149](index=149&type=chunk) - Research and development expense decreased by **$7 million** in 2019 due to company-wide cost reduction programs[151](index=151&type=chunk) - Net interest and other financing expense decreased by **$3 million** in 2019, primarily due to lower debt levels[153](index=153&type=chunk) - The 2019 effective tax rate was **66%**, impacted by jurisdictional income mix, restructuring activities, and U.S. tax reform[157](index=157&type=chunk) - The **$372 million gain on disposal** in 2019 is from the sale of the Composites business and Marl facility[164](index=164&type=chunk) - The decrease in other comprehensive income (loss) in 2019 was primarily due to a **$5 million pension and postretirement obligation adjustment**[167](index=167&type=chunk) Consolidated Net Income and EPS Attributable to Ashland | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | Net income attributable to Ashland | $505 | $114 | $1 | | Diluted earnings per share | $8.03 | $1.79 | $0.01 | Consolidated Operating Income | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | Operating income | $166 | $102 | $49 | Consolidated EBITDA and Adjusted EBITDA | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | EBITDA | $900 | $471 | $487 | | Adjusted EBITDA | $532 | $515 | $430 | Consolidated Sales and Changes | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | 2019 Change (Millions USD) | 2018 Change (Millions USD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Sales | $2,493 | $2,589 | $2,309 | $(96) | $280 | Consolidated Cost of Sales and Gross Profit Margin | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | Cost of sales | $1,726 | $1,726 | $1,580 | | Gross profit as a percent of sales | 30.8% | 33.3% | 31.6% | Consolidated Selling, General and Administrative Expense | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | Selling, general and administrative expense | $539 | $692 | $610 | | As a percent of sales | 21.6% | 26.7% | 26.4% | Consolidated Research and Development Expense | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | Research and development expense | $66 | $73 | $73 | Consolidated Net Interest and Other Expense (Income) | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | Net interest and other expense (income) | $99 | $102 | $229 | Consolidated Income Tax Expense (Benefit) and Effective Tax Rate | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | Income tax expense (benefit) | $46 | $(8) | $(16) | | Effective tax rate | 66% | (73)% | 8% | Consolidated Income (Loss) from Discontinued Operations (Net of Taxes) | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | Composites and Marl Facility | $94 | $86 | $75 | | Asbestos-related litigation | $0 | $13 | $(25) | | Water Technologies | $1 | $3 | $2 | | Distribution | $14 | $(6) | $(3) | | Valvoline | $0 | $(1) | $159 | | Gain on disposal of discontinued operations (Composites/Marl facility) | $372 | $0 | $0 | | Total Income from discontinued operations (net of taxes) | $481 | $95 | $208 | Consolidated Other Comprehensive Income (Loss) (Net of Taxes) | Metric | 2019 (Millions USD) | 2018 (Millions USD) | 2017 (Millions USD) | | :--- | :--- | :--- | :--- | | Unrealized translation gain (loss) | $(80) | $(82) | $81 | | Pension and postretirement obligation adjustment | $(5) | $0 | $(4) | | Net change in investment securities | $0 | $13 | $15 | | Total other comprehensive income (loss), net of tax | $(85) | $(69) | $92 | [RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW](index=54&type=section&id=RESULTS%20OF%20OPERATIONS%20–%20REPORTABLE%20SEGMENT%20REVIEW) - Ashland's operations are managed within two reportable segments: Specialty Ingredients and Intermediates and Solvents[169](index=169&type=chunk) - Specialty Ingredients sales decreased by **$88 million (4%)** in 2019, driven by lower volume/mix and unfavorable foreign currency[173](index=173&type=chunk) - Specialty Ingredients gross profit decreased by **$95 million** in 2019, with gross profit margin falling 2.7 percentage points to 31.1%[175](index=175&type=chunk) - Specialty Ingredients operating income decreased to **$272 million** in 2019, but Adjusted EBITDA margin increased 0.2 percentage points to 23.4%[175](index=175&type=chunk) - Intermediates and Solvents sales decreased by **$8 million (7%)** to $111 million in 2019, primarily due to lower volume and mix[182](index=182&type=chunk) - Intermediates and Solvents gross profit decreased by **$2 million** in 2019, but gross profit margin increased 0.1 percentage points to 23.1%[182](index=182&type=chunk)[184](index=184&type=chunk) - Unallocated and other expenses decreased to **$122 million** in 2019 from $229 million in 2018, primarily due to lower restructuring and environmental expenses[189](index=189&type=chunk) Reportable Segment Sales (Millions USD) | Segment | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Specialty Ingredients | $2,382 | $2,470 | $2,216 | | Intermediates and Solvents | $111 | $119 | $93 | | Total | $2,493 | $2,589 | $2,309 | Reportable Segment Operating Income (Loss) (Millions USD) | Segment | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Specialty Ingredients | $272 | $314 | $233 | | Intermediates and Solvents | $16 | $17 | $(6) | | Unallocated and Other | $(122) | $(229) | $(178) | | Total | $166 | $102 | $49 | Specialty Ingredients Operating Information | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Sales per shipping day (Millions USD) | $9.4 | $9.8 | $8.8 | | Metric tons sold (thousands) | 317.2 | 324.7 | 317.2 | | Gross profit as a percent of sales | 31.1% | 33.8% | 32.7% | Specialty Ingredients Adjusted EBITDA (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Operating income | $272 | $314 | $233 | | Depreciation and amortization | $235 | $246 | $229 | | EBITDA | $507 | $560 | $462 | | Accelerated depreciation | $38 | $6 | $14 | | Severance and other costs | $10 | $5 | $4 | | Asset impairment | $0 | $2 | $0 | | Environmental reserve adjustment | $1 | $1 | $0 | | Inventory fair value adjustment | $0 | $0 | $7 | | Unplanned plant shutdown | $2 | $0 | $6 | | Adjusted EBITDA | $558 | $574 | $493 | Intermediates and Solvents EBITDA (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Operating income | $16 | $17 | $(6) | | Depreciation and amortization | $13 | $14 | $14 | | EBITDA | $29 | $31 | $8 | Unallocated and Other Segment Expense (Millions USD) | Expense Category | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Restructuring activities | $(87) | $(139) | $(136) | | Environmental expenses | $(25) | $(58) | $(20) | | Asset impairment charges | $0 | $(14) | $0 | | Legal settlement/reserve | $0 | $5 | $(5) | | Tax indemnity expense | $(6) | $(5) | $0 | | Proxy costs | $(4) | $0 | $0 | | Other income (expense) | $0 | $(18) | $(17) | | Total unallocated expense | $(122) | $(229) | $(178) | [FINANCIAL POSITION](index=59&type=section&id=FINANCIAL%20POSITION) - As of September 30, 2019, **$157 million** of cash and cash equivalents were held by foreign subsidiaries[192](index=192&type=chunk) - Cash flows from operating activities from continuing operations were **$228 million** in 2019[196](index=196&type=chunk)[197](index=197&type=chunk)[201](index=201&type=chunk) - Investing activities used **$118 million** in 2019, primarily for capital expenditures ($154M)[204](index=204&type=chunk) - Financing activities used **$1,149 million** in 2019, mainly for repayments of long-term debt ($797M) and common stock repurchases ($200M)[208](index=208&type=chunk) - Cash flows from discontinued operations provided **$980 million** in 2019, including $972 million net proceeds from the sale of the Composites business[210](index=210&type=chunk) - Working capital increased to **$676 million** at September 30, 2019, from $647 million in 2018[214](index=214&type=chunk) - Total debt decreased to **$1,667 million** in 2019 from $2,529 million in 2018, with debt as a percent of capital employed falling to 32% from 43%[216](index=216&type=chunk) - Ashland's consolidated net leverage ratio was **2.6** and consolidated interest coverage ratio was **6.1** at September 30, 2019, both in compliance with debt covenants[233](index=233&type=chunk) - Ashland's corporate credit ratings were upgraded to **BB+ by S&P** and **Ba1 by Moody's** in September/October 2019[234](index=234&type=chunk) - Total equity increased to **$3,571 million** at September 30, 2019, from $3,406 million in 2018[236](index=236&type=chunk) Cash and Cash Equivalents (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $232 | $294 | $566 | Cash Flows Summary (Millions USD) | Cash Flow Category | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Operating activities from continuing operations | $228 | $241 | $174 | | Investing activities from continuing operations | $(118) | $(174) | $(798) | | Financing activities from continuing operations | $(1,149) | $(368) | $136 | | Discontinued operations | $980 | $28 | $(129) | | Net decrease in cash and cash equivalents | $(62) | $(272) | $(622) | Free Cash Flow (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Cash flows provided by operating activities from continuing operations | $228 | $241 | $174 | | Less: Additions to property, plant and equipment | $(154) | $(157) | $(168) | | Free cash flows | $74 | $84 | $6 | Total Debt (Millions USD) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Short-term debt | $166 | $254 | | Long-term debt | $1,501 | $2,275 | | Total debt | $1,667 | $2,529 | Capital Expenditures by Segment (Millions USD) | Segment | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Specialty Ingredients | $137 | $138 | $148 | | Intermediates and Solvents | $7 | $5 | $5 | | Unallocated and other | $10 | $14 | $15 | | Total capital expenditures | $154 | $157 | $168 | Contractual Obligations and Other Commitments (Millions USD) as of Sep 30, 2019 | Contractual obligations | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Raw material and service contract purchase obligations | $180 | $79 | $85 | $11 | $5 | | Employee benefit obligations | $84 | $9 | $12 | $31 | $32 | | Operating lease obligations | $213 | $28 | $58 | $24 | $103 | | Debt | $1,726 | $166 | $1,083 | $0 | $477 | | Interest payments | $844 | $88 | $172 | $65 | $519 | | Unrecognized tax benefits | $165 | $0 | $0 | $0 | $165 | | One-time transition tax | $60 | $5 | $11 | $15 | $29 | | Total contractual obligations | $3,272 | $375 | $1,421 | $146 | $1,330 | | Other commitments: Letters of credit | $48 | $48 | $0 | $0 | $0 | [CRITICAL ACCOUNTING POLICIES](index=72&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES) - Ashland's critical accounting policies involve significant estimates for environmental remediation, asbestos litigation, long-lived assets, and income taxes[251](index=251&type=chunk) - Environmental remediation reserves amounted to **$186 million** at September 30, 2019, with the upper end of the reasonably possible range of future costs as high as **$440 million**[252](index=252&type=chunk)[253](index=253&type=chunk) - Asbestos litigation reserves totaled **$604 million** at September 30, 2019, with potential future costs ranging up to **$550 million** for Ashland-related and **$390 million** for Hercules-related litigation[254](index=254&type=chunk)[255](index=255&type=chunk)[257](index=257&type=chunk)[259](index=259&type=chunk) - Long-lived assets, including goodwill and other intangibles, are tested annually for impairment using discounted cash flow models and earnings multiples[260](index=260&type=chunk)[261](index=261&type=chunk)[263](index=263&type=chunk)[264](index=264&type=chunk)[266](index=266&type=chunk) - Income taxes involve significant judgment in forecasting taxable income and recognizing uncertain tax positions[267](index=267&type=chunk) [FORWARD-LOOKING STATEMENTS](index=77&type=section&id=FORWARD-LOOKING%20STATEMENTS) - This annual report contains forward-looking statements based on Ashland's expectations and assumptions regarding future performance[271](index=271&type=chunk) - These statements are subject to risks and uncertainties, including the success of cost elimination programs, indebtedness, and economic conditions[271](index=271&type=chunk) - Ashland undertakes no obligation to update any forward-looking statements unless legally required[273](index=273&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=78&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Ashland primarily manages market risk through foreign currency derivative instruments - Ashland uses foreign currency derivative instruments to manage exposure to foreign currency fluctuations on transactions[274](index=274&type=chunk) - These derivative contracts typically have maturities of less than twelve months, with changes in fair value recorded in SG&A expense[274](index=274&type=chunk) - The potential loss from a hypothetical **10% adverse change** in foreign currency rates would be largely offset by gains on non-functional currency transactions[274](index=274&type=chunk) - As of September 30, 2019, Ashland had no significant credit risk on open derivative contracts and no significant commodity hedging contracts[274](index=274&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=79&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements, notes, and supplementary data [MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING](index=80&type=section&id=MANAGEMENT'S%20REPORT%20ON%20INTERNAL%20CONTROL%20OVER%20FINANCIAL%20REPORTING) - Management is responsible for the integrity of the Consolidated Financial Statements and maintaining adequate internal control over financial reporting[277](index=277&type=chunk) - Ashland's internal control over financial reporting is designed to provide reasonable assurance regarding financial reporting reliability[277](index=277&type=chunk) - Management concluded that Ashland maintained **effective internal control** over financial reporting as of September 30, 2019[277](index=277&type=chunk) - Ernst & Young LLP audited and expressed an **unqualified opinion** on the effectiveness of Ashland's internal control over financial reporting[277](index=277&type=chunk) [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Opinion on Internal Control Over Financial Reporting)](index=81&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM) - Ernst & Young LLP audited Ashland Global Holdings Inc.'s internal control over financial reporting as of September 30, 2019[279](index=279&type=chunk) - The firm expressed an **unqualified opinion**, stating that Ashland maintained effective internal control over financial reporting[279](index=279&type=chunk) - The audit was conducted in accordance with PCAOB standards to obtain reasonable assurance about the effectiveness of internal control[280](index=280&type=chunk) [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Opinion on Financial Statements)](index=82&type=section&id=REPORT%20OF%20INDEPENDENT%20REGISTERED%20PUBLIC%20ACCOUNTING%20FIRM%20(Opinion%20on%20Financial%20Statements)) - Ernst & Young LLP audited Ashland Global Holdings Inc.'s consolidated financial statements for the three years ended September 30, 2019[283](index=283&type=chunk) - The firm expressed an **unqualified opinion**, stating that the consolidated financial statements present fairly the financial position in conformity with U.S. GAAP[283](index=283&type=chunk) - The audit was conducted in accordance with PCAOB standards, including assessing risks of material misstatement[284](index=284&type=chunk) [Critical Audit Matters](index=82&type=section&id=Critical%20Audit%20Matters) - The valuation of **Environmental Remediation Reserves ($186 million)** was a critical audit matter due to inherent uncertainties in estimating costs[287](index=287&type=chunk) - The valuation of **Asbestos Litigation Reserve ($604 million)** was a critical audit matter due to the highly judgmental nature of projecting future costs[288](index=288&type=chunk) [Statements of Consolidated Comprehensive Income (Loss)](index=85&type=section&id=Statements%20of%20Consolidated%20Comprehensive%20Income%20(Loss)) Consolidated Comprehensive Income (Loss) (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Sales | $2,493 | $2,589 | $2,309 | | Gross profit | $767 | $863 | $729 | | Operating income | $166 | $102 | $49 | | Income (loss) from continuing operations before income taxes | $70 | $11 | $(196) | | Income tax expense (benefit) | $46 | $(8) | $(16) | | Income (loss) from continuing operations | $24 | $19 | $(180) | | Income from discontinued operations (net of tax) | $481 | $95 | $208 | | Net income | $505 | $114 | $28 | | Net income attributable to Ashland | $505 | $114 | $1 | | Basic earnings per share (attributable to Ashland) | $8.15 | $1.82 | $0.01 | | Diluted earnings per share (attributable to Ashland) | $8.03 | $1.79 | $0.01 | | Other comprehensive income (loss), net of tax | $(85) | $(69) | $92 | | Comprehensive income attributable to Ashland | $420 | $45 | $93 | [Consolidated Balance Sheets](index=86&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheets (Millions USD) as of September 30 | Asset/Liability/Equity Category | 2019 | 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $232 | $294 | | Accounts receivable | $481 | $522 | | Inventories | $597 | $596 | | Current assets held for sale | $59 | $240 | | Total current assets | $1,433 | $1,712 | | Net property, plant and equipment | $1,577 | $1,646 | | Goodwill | $2,253 | $2,304 | | Intangibles | $1,088 | $1,185 | | Restricted investments | $310 | $312 | | Asbestos insurance receivable | $157 | $179 | | Deferred income taxes | $23 | $28 | | Other assets | $410 | $416 | | Noncurrent assets held for sale | $0 | $477 | | Total noncurrent assets | $5,818 | $6,547 | | **Total assets** | $7,251 | $8,259 | | **Liabilities and Equity** | | | | Short-term debt | $166 | $254 | | Trade and other payables | $313 | $331 | | Accrued expenses and other liabilities | $271 | $328 | | Current liabilities held for sale | $7 | $163 | | Total current liabilities | $757 | $1,076 | | Long-term debt | $1,501 | $2,275 | | Asbestos litigation reserve | $555 | $612 | | Deferred income taxes | $264 | $286 | | Employee benefit obligations | $150 | $156 | | Other liabilities | $453 | $422 | | Noncurrent liabilities held for sale | $0 | $26 | | Total noncurrent liabilities | $2,923 | $3,777 | | Common stock | $1 | $1 | | Paid-in capital | $756 | $946 | | Retained earnings | $3,224 | $2,750 | | Accumulated other comprehensive loss | $(410) | $(291) | | Total equity | $3,571 | $3,406 | | **Total liabilities and equity** | $7,251 | $8,259 | [Statements of Consolidated Equity](index=87&type=section&id=Statements%20of%20Consolidated%20Equity) - Total equity increased from **$3,406 million** in 2018 to **$3,571 million** in 2019, driven by net income of $505 million[295](index=295&type=chunk) - The adoption of new accounting pronouncements in 2019 resulted in a reclassification of **$34 million** from accumulated other comprehensive loss to retained earnings[295](index=295&type=chunk) Consolidated Equity (Millions USD) | Metric | Sep 30, 2016 | Sep 30, 2017 | Sep 30, 2018 | Sep 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Common stock | $1 | $1 | $1 | $1 | | Paid-in capital | $923 | $931 | $946 | $756 | | Retained earnings | $2,704 | $2,696 | $2,750 | $3,224 | | Accumulated other comprehensive income (loss) | $(281) | $(222) | $(291) | $(410) | | Noncontrolling interest | $(182) | $0 | $0 | $0 | | Total | $3,165 | $3,406 | $3,406 | $3,571 | Cash Dividends Declared Per Common Share | Year | Dividend Per Share | | :--- | :--- | | 2019 | $1.05 | | 2018 | $0.95 | | 2017 | $1.23 | [Statements of Consolidated Cash Flows](index=88&type=section&id=Statements%20of%20Consolidated%20Cash%20Flows) - Operating cash flows from continuing operations were **$228 million** in 2019, $241 million in 2018, and $174 million in 2017[297](index=297&type=chunk) - Investing activities from continuing operations used **$118 million** in 2019, primarily due to additions to property, plant and equipment ($154 million)[297](index=297&type=chunk) - Financing activities from continuing operations used **$1,149 million** in 2019, largely due to repayment of long-term debt ($797 million) and repurchase of common stock ($200 million)[297](index=297&type=chunk) - Cash provided by discontinued operations was **$980 million** in 2019, mainly due to the sale of the Composites business and Marl facility[297](index=297&type=chunk) Consolidated Cash Flows (Millions USD) | Cash Flow Category | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Cash flows provided by operating activities from continuing operations | $228 | $241 | $174 | | Cash flows used by investing activities from continuing operations | $(118) | $(174) | $(798) | | Cash flows provided (used) by financing activities from continuing operations | $(1,149) | $(368) | $136 | | Cash provided (used) by discontinued operations | $980 | $28 | $(129) | | Effect of currency exchange rate changes on cash and cash equivalents | $(3) | $1 | $(5) | | Decrease in cash and cash equivalents | $(62) | $(272) | $(622) | | Cash and cash equivalents - end of year | $232 | $294 | $566 | [Notes to Consolidated Financial Statements](index=89&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [NOTE A – SIGNIFICANT ACCOUNTING POLICIES](index=89&type=section&id=NOTE%20A%20–%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - Ashland Global Holdings Inc. was reincorporated in Delaware in 2016, with financial statements prepared in accordance with U.S. GAAP[299](index=299&type=chunk) - Valvoline Inc. (separated May 2017) and the Composites business/Marl facility (sold August 2019) are classified as discontinued operations[299](index=299&type=chunk) - Significant estimates are made for environmental remediation, asbestos litigation, long-lived assets, and income taxes[300](index=300&type=chunk)[302](index=302&type=chunk) - Inventories are carried at the lower of cost or net realizable value, primarily using the weighted-average cost method[306](index=306&type=chunk) - Goodwill and other indefinite-lived intangible assets are tested for impairment annually (July 1) or when circumstances indicate[311](index=311&type=chunk) - Ashland adopted **ASC 606 (Revenue from Contracts with Customers)** on October 1, 2018, with no material impact on its financial statements[315](index=315&type=chunk)[317](index=317&type=chunk) - Asbestos-related litigation liabilities are estimated with the assistance of third-party actuarial experts[321](index=321&type=chunk)[323](index=323&type=chunk) - New accounting pronouncements include new lease guidance (**ASC 842**) effective Oct 1, 2019, expected to add **$140M-$180M** in operating lease liabilities[331](index=331&type=chunk)[332](index=332&type=chunk)[333](index=333&type=chunk) Allowance for Doubtful Accounts (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Allowance for doubtful accounts - beginning of year | $3 | $3 | $5 | | Adjustments to net income | $0 | $1 | $(1) | | Reserves utilized | $0 | $(1) | $(1) | | Allowance for doubtful accounts - end of year | $3 | $3 | $3 | Inventories (Millions USD) as of September 30 | Category | 2019 | 2018 | | :--- | :--- | :--- | | Finished products | $395 | $381 | | Raw materials, supplies and work in process | $197 | $215 | | LIFO benefit (reserve) | $5 | $0 | | Total | $597 | $596 | Tax Valuation Allowances (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Tax valuation allowances - beginning of year | $79 | $122 | $136 | | Adjustments to income tax expense (benefit) | $8 | $(5) | $27 | | Reserves utilized | $(4) | $(38) | $(41) | | Tax valuation allowances - end of year | $83 | $79 | $122 | Basic and Diluted EPS from Continuing Operations Attributable to Ashland | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Income (loss) from continuing operations, net of tax | $24 | $19 | $(180) | | Denominator for basic EPS (Weighted-average common shares outstanding) | 62 | 63 | 62 | | Denominator for diluted EPS (Adjusted weighted-average shares and assumed conversions) | 63 | 64 | 62 | | Basic EPS from continuing operations | $0.39 | $0.30 | $(2.90) | | Diluted EPS from continuing operations | $0.39 | $0.29 | $(2.90) | [NOTE B – VALVOLINE](index=98&type=section&id=NOTE%20B%20–%20VALVOLINE) - Ashland completed the separation of Valvoline Inc. into two independent, publicly traded companies, with the IPO closing on September 28, 2016[336](index=336&type=chunk) - Ashland distributed its remaining **170 million shares (83%)** of Valvoline Inc. common stock as a pro rata dividend on May 12, 2017[338](index=338&type=chunk) - The distribution was recorded at a carrying amount of Valvoline Inc.'s net assets, which was a deficit of **$187 million**[338](index=338&type=chunk) - Valvoline qualified as a discontinued operation, and its results are classified as such for all periods presented[339](index=339&type=chunk) - Ashland recognized separation costs of **$10 million in 2018** and **$95 million in 2017**[339](index=339&type=chunk) [NOTE C – ACQUISITIONS](index=100&type=section&id=NOTE%20C%20–%20ACQUISITIONS) - On May 17, 2017, Ashland acquired Pharmachem Laboratories, Inc. for **$680 million** in cash[341](index=341&type=chunk)[342](index=342&type=chunk) - Pharmachem had approximately **$300 million in annual revenues** and its operations are included in Ashland's Specialty Ingredients segment[341](index=341&type=chunk) - The acquisition included **$330 million in definite-lived intangible assets** and **$288 million in goodwill**[347](index=347&type=chunk)[348](index=348&type=chunk) - In January 2018, Ashland acquired Vornia Limited for **$12 million**, primarily for its intellectual property[353](index=353&type=chunk) Pharmachem Purchase Price Allocation (Millions USD) as of May 17, 2017 | Category | Value | | :--- | :--- | | Accounts receivable | $52 | | Inventory | $74 | | Other current assets | $4 | | Intangible assets | $330 | | Goodwill | $288 | | Property, plant and equipment | $94 | | Other noncurrent assets | $17 | | Accounts payable | $(33) | | Deferred tax - net | $(132) | | Other noncurrent liabilities | $(14) | | Total purchase price | $680 | Pharmachem Results of Operations Included in Ashland's 2017 Results (Millions USD) | Metric | 2017 | | :--- | :--- | | Sales | $104 | | Operating income | $7 | [NOTE D – DIVESTITURES](index=102&type=section&id=NOTE%20D%20–%20DIVESTITURES) - On August 30, 2019, Ashland completed the sale of its Composites business and Marl facility to INEOS Enterprises for **$1.015 billion**[354](index=354&type=chunk) - Ashland recognized a **$372 million after-tax gain** from this sale, recorded within income from discontinued operations[354](index=354&type=chunk) - Certain indirect corporate costs previously allocated to the divested businesses are now reported within continuing operations[354](index=354&type=chunk) - Ashland is pursuing options to divest several corporate assets with a net value of **$6 million** at September 30, 2019[358](index=358&type=chunk) Assets and Liabilities Held for Sale (Millions USD) as of September 30 | Category | 2019 | 2018 | | :--- | :--- | :--- | | **Current assets held for sale** | | | | Accounts receivable, net | $5 | $159 | | Inventories | $3 | $67 | | Net property, plant and equipment | $34 | $0 | | Goodwill | $14 | $0 | | Other assets | $3 | $14 | | Total current assets held for sale | $59 | $240 | | **Noncurrent assets held for sale** | | | | Net property, plant and equipment | $0 | $254 | | Goodwill | $0 | $144 | | Intangibles | $0 | $40 | | Deferred income taxes | $0 | $7 | | Other assets | $0 | $32 | | Total noncurrent assets held for sale | $0 | $477 | | **Current liabilities held for sale** | | | | Trade and other payables | $6 | $152 | | Accrued expenses and other liabilities | $1 | $11 | | Total current liabilities held for sale | $7 | $163 | | **Noncurrent liabilities held for sale** | | | | Employee benefit obligations | $0 | $23 | | Other liabilities | $0 | $3 | | Total noncurrent liabilities held for sale | $0 | $26 | [NOTE E – DISCONTINUED OPERATIONS](index=104&type=section&id=NOTE%20E%20–%20DISCONTINUED%20OPERATIONS) - Ashland has divested several businesses classified as discontinued operations, including Valvoline and the Composites business/Marl facility[363](index=363&type=chunk)[364](index=364&type=chunk) - Asbestos-related litigation, Water Technologies, and Ashland Distribution are also reported within discontinued operations[365](index=365&type=chunk) - The **$423 million pre-tax gain on disposal** in 2019 is from the sale of the Composites business and Marl facility[368](index=368&type=chunk)[369](index=369&type=chunk) - Valvoline's activity in 2019 and 2018 primarily reflects subsequent adjustments related to the Tax Matters Agreement[365](index=365&type=chunk)[371](index=371&type=chunk) Income (Loss) from Discontinued Operations (Millions USD) | Category | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Composites/Marl facility | $118 | $103 | $98 | | Valvoline | $0 | $(1) | $240 | | Asbestos-related litigation | $0 | $14 | $(31) | | Water Technologies | $(1) | $0 | $1 | | Distribution | $18 | $(11) | $(5) | | Gain on disposal of discontinued operations (Composites/Marl facility) | $423 | $0 | $0 | | Income before taxes | $558 | $105 | $303 | | Income tax benefit (expense) | $(79) | $(10) | $(95) | | Income from discontinued operations (net of taxes) | $481 | $95 | $208 | [NOTE F – RESTRUCTURING ACTIVITIES](index=107&type=section&id=NOTE%20F%20–%20RESTRUCTURING%20ACTIVITIES) - Ashland initiated a company-wide restructuring program in 2018, resulting in **$6 million expense in 2019** and **$36 million in 2018**[373](index=373&type=chunk) - Lease abandonment charges of **$7 million in 2019** and **$9 million in 2018** were incurred due to office facility exits[374](index=374&type=chunk)[375](index=375&type=chunk) - In 2018, Ashland incurred **$16 million in asset impairment charges** related to restructuring activities[376](index=376&type=chunk) - In 2019, Specialty Ingredients incurred **$47 million in restructuring charges** for a manufacturing facility cost reduction plan[377](index=377&type=chunk) Restructuring Reserves Activity (Millions USD) | Metric | Severance costs | Facility costs | Total | | :--- | :--- | :--- | :--- | | Balance as of September 30, 2018 | $36 | $7 | $43 | | Restructuring reserve | $6 | $7 | $13 | | Utilization (cash paid) | $(35) | $(7) | $(42) | | Balance as of September 30, 2019 | $7 | $7 | $14 | [NOTE G – FAIR VALUE MEASUREMENTS](index=108&type=section&id=NOTE%20G%20–%20FAIR%20VALUE%20MEASUREMENTS) - Ashland uses a three-level fair value hierarchy to prioritize inputs for fair value measurements[379](index=379&type=chunk) - Restricted investments, held in a trust for asbestos costs, are designated as available-for-sale securities and classified as Level 1[383](index=383&type=chunk) - Ashland uses foreign currency derivatives to manage currency exposure, recognizing a **$2 million gain** in 2019 compared to a **$32 million loss** in 2018[388](index=388&type=chunk)[389](index=389&type=chunk) - Long-term debt had a carrying value of **$1,513 million** and a fair value of **$1,680 million** in 2019[391](index=391&type=chunk) Financial Instruments Subject to Recurring Fair Value Measurements (Millions USD) as of September 30, 2019 | Category | Carrying value | Total fair value | Level 1 | Level 2 | Level 3 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | | Cash and cash equivalents | $232 | $232 | $232 | $0 | $0 | | Restricted investments | $334 | $334 | $334 | $0 | $0 | | Investments of captive insurance company | $5 | $5 | $5 | $0 | $0 | | Foreign currency derivatives | $2 | $2 | $0 | $2 | $0 | | Total assets at fair value | $573 | $573 | $571 | $2 | $0 | | **Liabilities** | | | | | | | Foreign currency derivatives | $2 | $2 | $0 | $2 | $0 | Restricted Investments Activity (Millions USD) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Adjusted cost, beginning of year | $288 | $297 | | Investment income | $10 | $8 | | Net unrealized gain | $29 | $54 | | Realized gain | $32 | $6 | | Settlement funds | $7 | $10 | | Disbursements | $(32) | $(33) | | Fair value, end of year | $334 | $342 | Foreign Currency Derivatives (Millions USD) as of September 30 | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Foreign currency derivative assets | $2 | $11 | | Notional contract values (assets) | $271 | $1,209 | | Foreign currency derivative liabilities | $2 | $3 | | Notional contract values (liabilities) | $168 | $755 | [NOTE H – PROPERTY, PLANT AND EQUIPMENT](index=111&type=section&id=NOTE%20H%20–%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) - Depreciation in 2019 included **$38 million of accelerated depreciation** for a Specialty Ingredients manufacturing facility cost reduction plan[394](index=394&type=chunk) - In 2017, **$13 million of accelerated depreciation** was recorded for a Specialty Ingredients manufacturing facility closure[395](index=395&type=chunk)[396](index=396&type=chunk) Property, Plant and Equipment (Millions USD) as of September 30 | Category | 2019 | 2018 | | :--- | :--- | :--- | | Land | $148 | $148 | | Buildings | $461 | $461 | | Machinery and equipment | $2,361 | $2,363 | | Construction in progress | $195 | $200 | | Total (gross) | $3,165 | $3,172 | | Accumulated depreciation | $(1,588) | $(1,526) | | Total (net) | $1,577 | $1,646 | Depreciation and Capitalized Interest (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Depreciation | $203 | $184 | $185 | | Capitalized interest | $0 | $0 | $1 | [NOTE I – GOODWILL AND OTHER INTANGIBLES](index=112&type=section&id=NOTE%20I%20–%20GOODWILL%20AND%20OTHER%20INTANGIBLES) - Goodwill for Specialty Ingredients decreased from **$2,304 million** in 2018 to **$2,253 million** in 2019, primarily due to currency translation effects[398](index=398&type=chunk) - Amortization expense for intangible assets was **$86 million** in 2019, with estimated amortization for 2020 also at $86 million[399](index=399&type=chunk) - Ashland performed its annual goodwill and other intangibles impairment tests as of July 1, 2019, and concluded **no impairment existed**[401](index=401&type=chunk)[402](index=402&type=chunk) Goodwill by Reportable Segment (Millions USD) | Segment | Sep 30, 2017 | Sep 30, 2018 | Sep 30, 2019 | | :--- | :--- | :--- | :--- | | Specialty Ingredients | $2,315 | $2,304 | $2,253 | | Intermediates and Solvents | $0 | $0 | $0 | | Total | $2,315 | $2,304 | $2,253 | Other Intangible Assets (Millions USD) as of September 30, 2019 | Intangible asset type | Gross carrying amount | Accumulated amortization | Net carrying amount | | :--- | :--- | :--- | :--- | | **Definite-lived intangible assets** | | | | | Trademarks and trade names | $66 | $(29) | $37 | | Intellectual property | $712 | $(391) | $321 | | Customer and supplier relationships | $744 | $(292) | $452 | | Total definite-lived intangible assets | $1,522 | $(712) | $810 | | **Indefinite-lived intangible assets** | | | | | Trademarks and trade names | $278 | $0 | $278 | | Total intangible assets | $1,800 | $(712) | $1,088 | [NOTE J – DEBT](index=114&type=section&id=NOTE%20J%20–%20DEBT) - Total debt decreased to **$1,667 million** in 2019 from $2,529 million in 2018[404](index=404&type=chunk) - The 2017 Credit Agreement provided facilities to finance the Pharmachem acquisition and refinance existing debt[405](index=405&type=chunk)[407](index=407&type=chunk) - In 2019, Ashland repaid the remaining principal balances of the TLA Facility (**$195M**) and TLB Facility (**$593M**) using proceeds from the Composites/Marl facility sale[408](index=408&type=chunk)[409](index=409&type=chunk)[411](index=411&type=chunk) - Ashland repatriated approximately **$900 million** in cash in 2019 primarily to repay existing debt[409](index=409&type=chunk) - Ashland operates two accounts receivable securitization facilities with total borrowings of **$144 million** as of Sep 30, 2019[412](index=412&type=chunk)[414](index=414&type=chunk) - Ashland was in compliance with all debt agreement covenants as of September 30, 2019[418](index=418&type=chunk) Ashland's Current and Long-Term Debt (Millions USD) as of September 30 | Debt Type | 2019 | 2018 | | :--- | :--- | :--- | | 4.750% notes, due 2022 | $1,080 | $1,083 | | Term loan B, due 2024 | $0 | $593 | | 6.875% notes, due 2043 | $374 | $376 | | Term loan A, due 2022 | $0 | $195 | | Accounts receivable securitizations | $144 | $195 | | 6.50% junior subordinated notes, due 2029 | $54 | $52 | | Revolving credit facility | $0 | $25 | | Medium-term notes, due 2019, interest of 9.35% | $0 | $5 | | Other | $15 | $5 | | Total debt | $1,667 | $2,529 | | Short-term debt (includes current portion of long-term debt) | $(166) | $(254) | | Long-term debt (less current portion and debt issuance cost discounts) | $1,501 | $2,275 | Net Interest and Other Expense (Income) (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Interest expense | $114 | $116 | $227 | | Interest income | $(2) | $(4) | $(4) | | Investment securities income | $(17) | $(14) | $(11) | | Other financing costs | $4 | $4 | $17 | | Total | $99 | $102 | $229 | [NOTE K – OTHER NONCURRENT ASSETS AND LIABILITIES](index=119&type=section&id=NOTE%20K%20–%20OTHER%20NONCURRENT%20ASSETS%20AND%20LIABILITIES) - Deferred compensation investments generated gains of **$7 million** in 2019, **$10 million** in 2018, and **$11 million** in 2017[425](index=425&type=chunk) Components of Other Noncurrent Assets (Millions USD) as of September 30 | Category | 2019 | 2018 | | :--- | :--- | :--- | | Deferred compensation investments | $170 | $165 | | Tax and tax indemnity receivables | $68 | $74 | | Life insurance policies | $56 | $52 | | Manufacturing catalyst supplies | $38 | $35 | | Defined benefit plan assets | $33 | $35 | | Equity and other unconsolidated investments | $6 | $8 | | Land use rights | $6 | $11 | | Environmental insurance receivables | $12 | $11 | | Debt issuance costs | $4 | $6 | | Other | $17 | $19 | | Total | $410 | $416 | Components of Other Noncurrent Liabilities (Millions USD) as of September 30 | Category | 2019 | 2018 | | :--- | :--- | :--- | | Tax liabilities | $220 | $176 | | Environmental remediation reserves | $143 | $147 | | Deferred compensation | $42 | $47 | | Other | $48 | $52 | | Total | $453 | $422 | [NOTE L – LEASE COMMITMENTS](index=120&type=section&id=NOTE%20L%20–%20LEASE%20COMMITMENTS) - Ashland leases office buildings, transportation equipment, warehouses, and other facilities[429](index=429&type=chunk) Future Minimum Rental Payments (Millions USD) as of September 30, 2019 | Year | Amount | | :--- | :--- | | 2020 | $28 | | 2021 | $25 | | 2022 | $33 | | 2023 | $13 | | 2024 | $11 | | 2025 and later | $103 | Rental Expense Under Operating Leases (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Minimum rentals | $42 | $46 | $40 | | Sublease rental income | $(1) | $(1) | $(2) | | Total | $41 | $45 | $38 | [NOTE M – INCOME TAXES](index=120&type=section&id=NOTE%20M%20–%20INCOME%20TAXES) - The Tax Cuts and Jobs Act of 2017 resulted in net unfavorable tax adjustments of **$29 million** in 2019 related to the transition tax[430](index=430&type=chunk)[431](index=431&type=chunk) - Ashland has elected to treat taxes due on future Global Intangible Low-Taxed Income (GILTI) as a current period expense[435](index=435&type=chunk) - Ashland had **$165 million of unrecognized tax benefits** at September 30, 2019, with $155 million affecting the tax rate[443](index=443&type=chunk) Provision for Income Taxes Related to Continuing Operations (Millions USD) | Category | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Current** | | | | | Federal | $(2) | $20 | $(26) | | State | $(7) | $(2) | $(1) | | Foreign | $35 | $74 | $37 | | Total Current | $26 | $92 | $10 | | **Deferred** | | | | | Deferred | $20 | $(100) | $(26) | | Income tax expense (benefit) | $46 | $(8) | $(16) | Deferred Tax Assets and Liabilities (Millions USD) as of September 30 | Category | 2019 | 2018 | | :--- | :--- | :--- | | **Deferred tax assets** | | | | Foreign net operating loss carryforwards | $36 | $39 | | Employee benefit obligations | $29 | $28 | | Environmental, self-insurance and litigation reserves | $114 | $119 | | State net operating loss carryforwards | $38 | $48 | | Compensation accruals | $28 | $31 | | Credit carryforwards | $10 | $10 | | Other items | $38 | $32 | | Valuation allowances | $(83) | $(79) | | Total deferred tax assets | $210 | $228 | | **Deferred tax liabilities** | | | | Goodwill and other intangibles | $243 | $269 | | Property, plant and equipment | $207 | $217 | | Unremitted earnings | $1 | $0 | | Total deferred tax liabilities | $451 | $486 | | Net deferred tax liability | $(241) | $(258) | Reconciliation of Statutory Federal Income Tax to Provision for Income Taxes (Millions USD) | Category | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Income taxes computed at U.S. statutory rate | $15 | $3 | $(69) | | Tax reform | $29 | $44 | $0 | | Uncertain tax positions | $10 | $(13) | $12 | | Foreign dividends, deemed inclusions and other restructuring | $11 | $48 | $125 | | Foreign tax credits | $(17) | $(54) | $(29) | | Valuation allowance changes | $14 | $(2) | $(3) | | Research and development credits | $(6) | $(5) | $(6) | | State taxes | $(5) | $(3) | $(16) | | International rate differential | $(30) | $(50) | $(57) | | Other items | $25 | $24 | $27 | | Income tax expense (benefit) | $46 | $(8) | $(16) | Changes in Unrecognized Tax Benefits (Millions USD) | Metric | Amount | | :--- | :--- | | Balance at September 30, 2017 | $194 | | Increases related to positions taken on items from prior years | $5 | | Decreases related to positions taken on items from prior years | $(40) | | Increases related to positions taken in the current year | $14 | | Lapse of statute of limitations | $(5) | | Settlement of uncertain tax positions with tax authorities | $(4) | | Balance at September 30, 2018 | $164 | | Increases related to positions taken on items from prior years | $1 | | Decreases related to positions taken on items from prior years | $(5) | | Increases related to positions taken in the current year | $21 | | Lapse of statute of limitations | $(10) | | Disposition of Composites and Marl facility | $(6) | | Balance at September 30, 2019 | $165 | [NOTE N – EMPLOYEE BENEFIT PLANS](index=124&type=section&id=NOTE%20N%20–%20EMPLOYEE%20BENEFIT%20PLANS) - Ashland sponsors several defined benefit pension plans for international and certain U.S. union employees[446](index=446&type=chunk) - In 2019, Ashland settled a non-U.S. pension plan, resulting in an **$18 million curtailment gain**[448](index=448&type=chunk)[449](index=449&type=chunk) - Ashland contributed **$1 million** to U.S. pension plans and **$4 million** to non-U.S. pension plans in 2019[464](index=464&type=chunk) - Company contributions to savings plans for eligible employees amounted to **$26 million** in 2019[466](index=466&type=chunk) Components of Net Periodic Benefit Costs (Income) (Millions USD) | Metric | 2019 Pension | 2018 Pension | 2017 Pension | 2019 Other Postretirement | 2018 Other Postretirement | 2017 Other Postretirement | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Service cost | $6 | $9 | $8 | $1 | $1 | $1 | | Interest cost | $10 | $10 | $8 | $2 | $1 | $2 | | Curtailment, settlement and other | $(18) | $0 | $0 | $0 | $0 | $0 | | Expected return on plan assets | $(10) | $(12) | $(12) | $0 | $0 | $0 | | Amortization of prior service credit | $0 | $0 | $0 | $0 | $0 | $0 | | Actuarial (gain) loss | $18 | $(14) | $2 | $(7) | $0 | $6 | | Total | $6 | $(7) | $6 | $(4) | $2 | $9 | Weighted-Average Plan Assumptions for Net Periodic Benefit Costs | Assumption | 2019 Pension | 2018 Pension | 2017 Pension | 2019 Other Postretirement | 2018 Other Postretirement | 2017 Other Postretirement | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Discount rate for service cost | 2.40% | 2.54% | 1.93% | 4.37% | 3.93% | 3.93% | | Discount rate for interest cost | 3.02% | 2.55% | 2.25% | 3.91% | 3.13% | 2.86% | | Rate of compensation increase | 2.52% | 2.53% | 2.81% | N/A | N/A | N/A | | Expected long-term rate of return on plan assets | 3.44% | 3.36% | 3.44% | N/A | N/A | N/A | Pension and Other Postretirement Benefit Obligations and Funded Status (Millions USD) as of September 30 | Metric | 2019 Pension | 2018 Pension | 2019 Other Postretirement | 2018 Other Postretirement | | :--- | :--- | :--- | :--- | :--- | | Benefit obligations at October 1 | $404 | $428 | $58 | $62 | | Benefit obligations at September 30 | $405 | $404 | $52 | $58 | | Value of plan assets at October 1 | $341 | $349 | $0 | $0 | | Value of plan assets at September 30 | $337 | $341 | $0 | $0 | | Unfunded status of the plans | $(68) | $(63) | $(52) | $(58) | | Noncurrent benefit assets | $33 | $35 | $0 | $0 | | Current benefit liabilities | $(3) | $(3) | $(3) | $(4) | | Noncurrent benefit liabilities | $(98) | $(95) | $(49) | $(54) | | Net amount recognized | $(68) | $(63) | $(52) | $(58) | Pension Plan Assets by Investment Category (Millions USD) as of September 30, 2019 | Investment Category | Total fair value | Level 1 | Level 2 | Level 3 | | :--- | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $5 | $5 | $0 | $0 | | U.S. Government securities | $29 | $0 | $29 | $0 | | Non-U.S. Government securities | $73 | $0 | $73 | $0 | | Corporate debt instruments | $145 | $0 | $145 | $0 | | Listed real assets | $11 | $0 | $11 | $0 | | Asset-backed securities | $22 | $0 | $22 | $0 | | Corporate stocks | $29 | $0 | $29 | $0 | | Insurance contracts | $23 | $0 | $23 | $0 | | Total assets at fair value | $337 | $5 | $332 | $0 | Weighted-Average Asset Allocations for U.S. and Non-U.S. Plans | Plan assets allocation | Target | Actual at September 30, 2019 | Actual at September 30, 2018 | | :--- | :--- | :--- | :--- | | Equity securities | 5 - 45% | 9% | 9% | | Fixed income securities | 55 - 95% | 88% | 88% | | Other | 0 - 5% | 3% | 3% | | Total | | 100% | 100% | Projected Benefit Payments (Millions USD) | Year | Pension benefits | Other postretirement benefits | | :--- | :--- | :--- | | 2020 | $18 | $3 | | 2021 | $18 | $3 | | 2022 | $18 | $3 | | 2023 | $19 | $4 | | 2024 | $19 | $4 | | 2025 - 2029 | $99 | $18 | [NOTE O – LITIGATION, CLAIMS AND CONTINGENCIES](index=129&type=section&id=NOTE%20O%20–%20LITIGATION%2C%20CLAIMS%20AND%20CONTINGENCIES) - Ashland and Hercules face asbestos-related litigation, with reserve estimates updated annually by third-party actuarial experts[467](index=467&type=chunk) - Ashland's asbestos-related liability reserves totaled **$352 million** at September 30, 2019[471](index=471&type=chunk) - Ashland's receivable for asbestos insurance recoveries was **$123 million** at September 30, 2019[475](index=475&type=chunk) - Hercules' asbestos-related liability reserves totaled **$252 million** at September 30, 2019[479](index=479&type=chunk) - Hercules' receivable from insurers for asbestos claims was **$49 million** at September 30, 2019[481](index=481&type=chunk) - Projecting future asbestos costs is highly uncertain, with total future costs estimated to range up to **$550 million** for Ashland-related and **$390 million** for Hercules-related litigation[482](index=482&type=chunk)[484](index=484&type=chunk) - Environmental remediation reserves were **$186 million** at September 30, 2019[485](index=485&type=chunk)[486](index=486&type=chunk) - Ashland believes adequate reserves have been recorded for other pending legal proceedings and claims[490](index=490&type=chunk) Ashland Asbestos Claims Activity (Thousands) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Open claims - beginning of year | 53 | 54 | 57 | | New claims filed | 2 | 2 | 2 | | Claims settled | (1) | (1) | (1) | | Claims dismissed | (1) | (2) | (4) | | Open claims - end of year | 53 | 53 | 54 | Ashland Asbestos Reserve Activity (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Asbestos reserve - beginning of year | $380 | $419 | $415 | | Reserve adjustment | $1 | $(8) | $36 | | Amounts paid | $(29) | $(31) | $(32) | | Asbestos reserve - end of year | $352 | $380 | $419 | Hercules Asbestos Claims Activity (Thousands) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Open claims - beginning of year | 13 | 12 | 15 | | New claims filed | 1 | 2 | 1 | | Claims dismissed | (1) | (1) | (4) | | Open claims - end of year | 13 | 13 | 12 | Environmental Remediation Expense (Millions USD) | Metric | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Environmental expense | $

Ashland Global Holdings Inc. (NYSE:ASH) Q4 2019 Earnings Conference Call November 19, 2019 9:00 AM ET Company Participants Seth Mrozek - Director IR Bill Wulfsohn - Chairman & CEO Guillermo Novo - Director, Incoming Chairman & CEO Kevin Willis - SVP & CFO Conference Call Participants David Begleiter - Deutsche Bank Christopher Parkinson - Credit Suisse Dan Rizzo - Jefferies Mike Sison - KeyBanc John Roberts - UBS Mike Harrison - Seaport Global Securities Operator Ladies and gentlemen, thank you for standing ...

[PART I - FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This part presents Ashland Global Holdings Inc.'s unaudited condensed consolidated financial statements and related disclosures [ITEM 1. FINANCIAL STATEMENTS](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents Ashland Global Holdings Inc.'s unaudited condensed consolidated financial statements and detailed notes on accounting policies, divestitures, and segment performance [Statements of Consolidated Comprehensive Income (Loss)](index=2&type=section&id=Statements%20of%20Consolidated%20Comprehensive%20Income%20(Loss)) The Statements of Consolidated Comprehensive Income (Loss) provide a snapshot of Ashland's financial performance for the three and nine months ended June 30, 2019 and 2018, detailing sales, gross profit, operating income, net income, and comprehensive income, along with per-share data **Consolidated Comprehensive Income (Loss) Highlights (Millions USD, except per share data):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Sales | $641 | $668 | $1,884 | $1,922 | | Gross profit | $207 | $229 | $557 | $632 | | Operating income | $43 | $30 | $80 | $98 | | Net income | $66 | $36 | $94 | $104 | | Basic earnings per share | $1.06 | $0.57 | $1.50 | $1.67 | | Diluted earnings per share | $1.05 | $0.56 | $1.50 | $1.64 | | Comprehensive income (loss) | $69 | $(102) | $51 | $26 | [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The Condensed Consolidated Balance Sheets present Ashland's financial position as of June 30, 2019, and September 30, 2018, detailing assets, liabilities, and equity, highlighting changes in current assets held for sale and overall asset and equity levels **Consolidated Balance Sheet Highlights (Millions USD):** | Metric | June 30, 2019 | September 30, 2018 | | :-------------------------------- | :------------ | :----------------- | | Cash and cash equivalents | $132 | $294 | | Accounts receivable (net) | $507 | $522 | | Inventories | $595 | $596 | | Current assets held for sale | $756 | $240 | | Total current assets | $2,037 | $1,712 | | Total noncurrent assets | $5,888 | $6,547 | | **Total assets** | **$7,925** | **$8,259** | | Short-term debt | $332 | $254 | | Total current liabilities | $1,007 | $1,076 | | Long-term debt | $2,275 | $2,275 | | Total noncurrent liabilities | $3,701 | $3,777 | | **Total liabilities and stockholders' equity** | **$7,925** | **$8,259** | | Stockholders' equity | $3,217 | $3,406 | [Statement of Consolidated Equity](index=4&type=section&id=Statement%20of%20Consolidated%20Equity) The Statement of Consolidated Equity details the changes in stockholders' equity for the nine months ended June 30, 2019, reflecting the impact of net income, dividends, stock repurchases, and adjustments from new accounting pronouncements and other comprehensive income/loss **Consolidated Equity Activity (Millions USD):** | Metric | Balance at September 30, 2018 | Nine months ended June 30, 2019 | | :-------------------------------- | :---------------------------- | :------------------------------ | | Total Equity (beginning) | $3,406 | $3,406 | | Adoption of new accounting pronouncements | $0 | $0 | | Net income | $94 | $94 | | Other comprehensive income (loss) | $(43) | $(43) | | Regular dividends | $(48) | $(48) | | Common shares issued | $8 | $8 | | Repurchase of common stock | $(200) | $(200) | | **Total Equity (ending)** | **$3,217** | **$3,217** | **Note:** The table above reflects the changes from the September 30, 2018 balance to the June 30, 2019 balance - At June 30, 2019, the after-tax accumulated other comprehensive loss attributable to Ashland was **$367 million**, primarily comprising net unrealized translation losses of **$365 million**[7](index=7&type=chunk) [Statements of Condensed Consolidated Cash Flows](index=5&type=section&id=Statements%20of%20Condensed%20Consolidated%20Cash%20Flows) The Statements of Condensed Consolidated Cash Flows outline the cash flows from operating, investing, and financing activities for the nine months ended June 30, 2019 and 2018, showing a net decrease in cash and cash equivalents for both periods **Consolidated Cash Flow Highlights (Millions USD):** | Activity | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------------- | :------------------------------ | :------------------------------ | | Cash flows from operating activities (continuing operations) | $93 | $93 | | Cash flows from investing activities (continuing operations) | $(76) | $(120) | | Cash flows from financing activities (continuing operations) | $(183) | $(346) | | Cash provided (used) by discontinued operations | $6 | $(13) | | Effect of currency exchange rate changes on cash | $(2) | $2 | | **Increase (decrease) in cash and cash equivalents** | **$(162)** | **$(384)** | | Cash and cash equivalents - beginning of period | $294 | $566 | | **Cash and cash equivalents - end of period** | **$132** | **$182** | [Notes to Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the condensed consolidated financial statements, covering accounting policies, divestitures, and segment information [NOTE A – SIGNIFICANT ACCOUNTING POLICIES](index=6&type=section&id=NOTE%20A%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the basis of presentation for the financial statements, the reclassification of the Composites and Marl facility as discontinued operations, the use of management estimates, and the adoption of new accounting pronouncements for revenue recognition (ASC 606), leases, and financial instruments, noting their impact on reporting - The Composites segment and Marl facility divestiture represents a strategic shift, leading to their classification as **discontinued operations** in the financial statements[13](index=13&type=chunk)[14](index=14&type=chunk) - Ashland adopted new revenue recognition guidance (ASC 606) using a modified retrospective approach, which had **no material impact** on the Condensed Consolidated Financial Statements but required additional disclosures[19](index=19&type=chunk)[21](index=21&type=chunk) - New lease accounting guidance, effective October 1, 2019, is expected to significantly affect Ashland's Condensed Consolidated Balance Sheet and disclosures by requiring recognition of lease assets and liabilities[22](index=22&type=chunk)[24](index=24&type=chunk) - The adoption of new accounting guidance for financial instruments resulted in a cumulative-effect adjustment to reclassify **$34 million** net after-tax unrealized gains on equity securities from AOCI to retained earnings, with future changes in fair value now recognized in net income[26](index=26&type=chunk) [NOTE B – DIVESTITURES](index=10&type=section&id=NOTE%20B%20%E2%80%93%20DIVESTITURES) This note details the definitive agreement to sell the Composites segment and Marl facility to INEOS Enterprises for an adjusted price of $1.015 billion, with net proceeds of approximately $0.9 billion expected to reduce debt. The Maleic business was initially excluded but later retained by Ashland. The transaction is expected to close by late summer 2019, with a pre-tax gain exceeding $400 million - Ashland signed a definitive agreement to sell its Composites segment and Marl facility to INEOS Enterprises for an adjusted price of **$1.015 billion**, with Ashland retaining the Maleic business[28](index=28&type=chunk)[30](index=30&type=chunk) - Net proceeds of approximately **$0.9 billion** are expected from the sale, primarily to be used for debt reduction and other corporate purposes[31](index=31&type=chunk) - Upon closing, expected by late summer, Ashland anticipates recognizing a pre-tax gain in excess of **$400 million**[32](index=32&type=chunk) **Assets and Liabilities Held for Sale (Millions USD):** | Category | June 30, 2019 | September 30, 2018 | | :------------------------------- | :------------ | :----------------- | | Current assets held for sale | $756 | $240 | | Noncurrent assets held for sale | $0 | $477 | | Current liabilities held for sale | $159 | $163 | | Noncurrent liabilities held for sale | $0 | $26 | [NOTE C – DISCONTINUED OPERATIONS](index=11&type=section&id=NOTE%20C%20%E2%80%93%20DISCONTINUED%20OPERATIONS) This note provides a breakdown of income from discontinued operations, primarily driven by the Composites/Marl facility divestiture and a significant pre-tax gain from a property sale related to the Distribution segment - The Composites segment and Marl facility operating results and cash flows are classified as **discontinued operations** due to their strategic shift and major effect on Ashland's financials[42](index=42&type=chunk) - A **$28 million** pre-tax gain was recorded during the three and nine months ended June 30, 2019, from a property sale directly related to Ashland's Distribution segment, which was sold in 2011[44](index=44&type=chunk) **Income from Discontinued Operations (Net of Tax, Millions USD):** | Category | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Composites/Marl facility | $24 | $25 | $77 | $74 | | Valvoline | $0 | $(7) | $1 | $1 | | Asbestos-related litigation | $0 | $9 | $0 | $12 | | Water Technologies | $0 | $0 | $1 | $(1) | | Distribution | $19 | $(2) | $18 | $(3) | | **Total** | **$43** | **$25** | **$97** | **$83** | **Composites/Marl Facility Discontinued Operations (Pretax, Millions USD):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Sales | $281 | $303 | $840 | $865 | | Pretax operating income | $44 | $36 | $125 | $102 | | Income from discontinued operations | $24 | $25 | $77 | $74 | [NOTE D – RESTRUCTURING ACTIVITIES](index=13&type=section&id=NOTE%20D%20%E2%80%93%20RESTRUCTURING%20ACTIVITIES) This note details Ashland's company-wide restructuring programs aimed at enhancing profitability through cost reduction, including severance costs, facility lease abandonment charges, and plant restructuring, with associated expenses and reserves - Additional severance expense of **$3 million** (three months) and **$7 million** (nine months) was incurred during fiscal 2019 for company-wide cost reduction programs, with a severance reserve of **$14 million** as of June 30, 2019[49](index=49&type=chunk) - Lease abandonment charges of **$8 million** were incurred during the nine months ended June 30, 2019, due to the exit from certain office facilities, with a reserve of **$8 million** for facility costs[50](index=50&type=chunk) - Specialty Ingredients incurred **$47 million** in restructuring charges during the nine months ended June 30, 2019, for a manufacturing facility cost reduction plan, including **$38 million** of accelerated depreciation and amortization[53](index=53&type=chunk) **Restructuring Reserves Activity (Millions USD):** | Category | Balance as of September 30, 2018 | Restructuring Reserve | Utilization (cash paid) | Balance as of June 30, 2019 | | :--------------- | :------------------------------- | :-------------------- | :---------------------- | :-------------------------- | | Severance costs | $36 | $7 | $(29) | $14 | | Facility costs | $7 | $8 | $(7) | $8 | | **Total** | **$43** | **$15** | **$(36)** | **$22** | [NOTE E – FAIR VALUE MEASUREMENTS](index=14&type=section&id=NOTE%20E%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) This note explains Ashland's fair value hierarchy (Level 1, 2, 3) for financial instruments and summarizes recurring fair value measurements for assets and liabilities, including restricted investments and foreign currency derivatives, noting the impact of new accounting guidance on unrealized gains and losses - Ashland categorizes fair value measurements into three levels: **Level 1** (quoted prices in active markets), **Level 2** (observable inputs other than Level 1), and **Level 3** (unobservable inputs)[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) - Due to new accounting guidance adopted in the current year, unrealized gains and losses on equity securities are now recognized in net income, rather than accumulated other comprehensive income (AOCI), impacting net income by **$6 million** (three months) and **$3 million** (nine months) ended June 30, 2019[26](index=26&type=chunk)[61](index=61&type=chunk) **Financial Instruments Subject to Recurring Fair Value Measurements (Millions USD):** | Asset/Liability | Carrying Value (June 30, 2019) | Total Fair Value (June 30, 2019) | Level 1 (June 30, 2019) | Level 2 (June 30, 2019) | Level 3 (June 30, 2019) | | :-------------------------------- | :------------------------------- | :------------------------------- | :---------------------- | :---------------------- | :---------------------- | | Cash and cash equivalents | $132 | $132 | $132 | $0 | $0 | | Restricted investments | $329 | $329 | $329 | $0 | $0 | | Deferred compensation investments | $168 | $168 | $0 | $168 | $0 | | Investment of captive insurance company | $4 | $4 | $4 | $0 | $0 | | Foreign currency derivatives (assets) | $3 | $3 | $0 | $3 | $0 | | **Total Assets at Fair Value** | **$636** | **$636** | **$465** | **$171** | **$0** | | Foreign currency derivatives (liabilities) | $3 | $3 | $0 | $3 | $0 | **Investment Portfolio Activity (Millions USD):** | Metric | June 30, 2019 | September 30, 2018 | | :------------------------------- | :------------ | :----------------- | | Adjusted cost, beginning of year | $288 | $297 | | Investment income | $7 | $8 | | Net unrealized gain | $31 | $54 | | Realized gains | $26 | $6 | | Fair value | $329 | $342 | **Note:** The table above summarizes the activity within the investment portfolio as of June 30, 2019 and September 30, 2018 [NOTE F – INVENTORIES](index=17&type=section&id=NOTE%20F%20%E2%80%93%20INVENTORIES) This note details the composition of Ashland's inventories, which are carried at the lower of cost or net realizable value, primarily using the weighted-average cost method, with certain inventories valued using the last-in, first-out (LIFO) method **Inventories (Millions USD):** | Category | June 30, 2019 | September 30, 2018 | | :-------------------------------- | :------------ | :----------------- | | Finished products | $374 | $381 | | Raw materials, supplies and work in process | $221 | $215 | | **Total** | **$595** | **$596** | [NOTE G – GOODWILL AND OTHER INTANGIBLES](index=18&type=section&id=NOTE%20G%20%E2%80%93%20GOODWILL%20AND%20OTHER%20INTANGIBLES) This note discusses Ashland's annual impairment review for goodwill and indefinite-lived intangible assets, and provides a detailed breakdown of intangible assets by type, gross carrying amount, accumulated amortization, and net carrying amount, along with estimated future amortization expense - Ashland reviews goodwill and indefinite-lived intangible assets for impairment annually as of July 1, or when events indicate impairment may have occurred[77](index=77&type=chunk) - Due to the expected divestiture of the Composites reporting unit, Ashland now has two remaining reporting units for goodwill allocation: **Specialty Ingredients** and **Intermediates and Solvents**[77](index=77&type=chunk) **Goodwill by Reportable Segment (Millions USD):** | Segment | Balance at September 30, 2018 | Currency Translation | Balance at June 30, 2019 | | :-------------------------- | :---------------------------- | :------------------- | :----------------------- | | Specialty Ingredients | $2,304 | $(19) | $2,285 | | Intermediates and Solvents | $0 | $0 | $0 | | **Total** | **$2,304** | **$(19)** | **$2,285** | **Intangible Assets (Millions USD):** | Category | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | | :-------------------------- | :-------------------- | :----------------------- | :------------------ | | **As of June 30, 2019** | | | | | Definite-lived intangibles | $1,538 | $(698) | $840 | | Indefinite-lived intangibles | $278 | $0 | $278 | | **Total** | **$1,816** | **$(698)** | **$1,118** | | **As of September 30, 2018** | | | | | Definite-lived intangibles | $1,546 | $(639) | $907 | | Indefinite-lived intangibles | $278 | $0 | $278 | | **Total** | **$1,824** | **$(639)** | **$1,185** | - Amortization expense recognized on intangible assets was **$22 million** for the three months and **$65 million** for the nine months ended June 30, 2019. Estimated amortization expense for future periods is **$86 million annually** from 2019 to 2023[84](index=84&type=chunk) [NOTE H – DEBT](index=19&type=section&id=NOTE%20H%20%E2%80%93%20DEBT) This note provides a summary of Ashland's current and long-term debt, including specific notes and term loans, details available borrowing capacity, and confirms compliance with all debt agreement covenants, highlighting the consolidated net leverage and interest coverage ratios **Current and Long-Term Debt (Millions USD):** | Debt Type | June 30, 2019 | September 30, 2018 | | :-------------------------------- | :------------ | :----------------- | | 4.750% notes, due 2022 | $1,083 | $1,083 | | Term Loan B, due 2024 | $588 | $593 | | 6.875% notes, due 2043 | $376 | $376 | | Term Loan A, due 2022 | $195 | $195 | | Accounts receivable securitizations | $214 | $195 | | 6.50% junior subordinated notes, due 2029 | $53 | $52 | | Revolving credit facility | $90 | $25 | | Other | $8 | $5 | | **Total debt** | **$2,607** | **$2,529** | | Short-term debt (includes current portion) | $(332) | $(254) | | **Long-term debt (less current portion)** | **$2,275** | **$2,275** | - The borrowing capacity remaining under the Revolving Credit Facility was **$661 million** at June 30, 2019, with total borrowing capacity of **$673 million**[88](index=88&type=chunk) - Ashland is in compliance with all debt agreement covenant restrictions, with a consolidated net leverage ratio of **3.6** (maximum 4.5) and an interest coverage ratio of **5.6** (minimum 3.0) at June 30, 2019[89](index=89&type=chunk)[90](index=90&type=chunk) [NOTE I – INCOME TAXES](index=20&type=section&id=NOTE%20I%20%E2%80%93%20INCOME%20TAXES) This note discusses the impact of the Tax Cuts and Jobs Act (Tax Act) on deferred taxes and foreign tax effects, Ashland's election regarding Global Intangible Low-Taxed Income (GILTI) tax rules, and the effective tax rates for the current and prior periods, highlighting the influence of discrete tax items - Ashland finalized its assessment of the Tax Act, resulting in net unfavorable tax adjustments of **$24 million** (three months ended December 31, 2018) and **$6 million** (three months ended June 30, 2019), primarily related to the one-time transition tax on foreign cash and unremitted earnings[90](index=90&type=chunk)[93](index=93&type=chunk) - Ashland elected to treat taxes due on future Global Intangible Low-Taxed Income (GILTI) exclusions as a **current period expense** when incurred[94](index=94&type=chunk) **Effective Tax Rates:** | Period | Effective Tax Rate | | :------------------------------- | :----------------- | | Three months ended June 30, 2019 | (5)% | | Nine months ended June 30, 2019 | 114% | | Three months ended June 30, 2018 | Not meaningful | | Nine months ended June 30, 2018 | (17)% | **Changes in Unrecognized Tax Benefits (Millions USD):** | Activity | Nine months ended June 30, 2019 | | :-------------------------------- | :------------------------------ | | Balance at October 1, 2018 | $164 | | Decreases related to prior years | $(3) | | Increases related to current year | $5 | | Lapse of statute of limitations | $(8) | | **Balance at June 30, 2019** | **$158** | [NOTE J – EMPLOYEE BENEFIT PLANS](index=22&type=section&id=NOTE%20J%20%E2%80%93%20EMPLOYEE%20BENEFIT%20PLANS) This note outlines Ashland's contributions to its pension plans, details a significant curtailment gain from a non-U.S. pension plan remeasurement, and presents the components of net periodic benefit costs for continuing operations - For the nine months ended June 30, 2019, Ashland contributed **$3 million** to its non-U.S. pension plans and **$1 million** to its U.S. pension plans, with an additional **$2 million** expected for non-U.S. plans during the remainder of 2019[100](index=100&type=chunk) - A non-U.S. pension plan settlement during the first quarter of fiscal 2019 resulted in an **$18 million curtailment gain**[101](index=101&type=chunk) **Components of Net Periodic Benefit Costs (Income) for Continuing Operations (Millions USD):** | Metric | Pension Benefits (2019) | Pension Benefits (2018) | Other Postretirement Benefits (2019) | Other Postretirement Benefits (2018) | | :-------------------------------- | :---------------------- | :---------------------- | :----------------------------------- | :----------------------------------- | | **Three months ended June 30** | | | | | | Total net periodic benefit costs | $1 | $2 | $1 | $1 | | **Nine months ended June 30** | | | | | | Total net periodic benefit costs (income) | $(14) | $4 | $2 | $2 | [NOTE K – LITIGATION, CLAIMS AND CONTINGENCIES](index=23&type=section&id=NOTE%20K%20%E2%80%93%20LITIGATION,%20CLAIMS%20AND%20CONTINGENCIES) This note details Ashland's asbestos-related litigation and environmental remediation obligations, including reserve estimates, insurance recoveries, and the inherent uncertainties in projecting future costs. It covers claims against Ashland and Hercules, as well as various environmental sites and legal proceedings - Ashland and Hercules face liabilities from claims alleging personal injury caused by **asbestos exposure**, with reserve estimates based on recent experience and epidemiological studies[105](index=105&type=chunk) - Ashland's asbestos reserve was **$360 million** at June 30, 2019 (up **$1 million** from the annual update), and Hercules' asbestos reserve was **$257 million** (down **$10 million** from the annual update)[109](index=109&type=chunk)[119](index=119&type=chunk) - Ashland's receivable for asbestos insurance recoveries was **$130 million** (Ashland) and **$49 million** (Hercules) at June 30, 2019[114](index=114&type=chunk)[123](index=123&type=chunk) - Environmental remediation reserves totaled **$192 million** at June 30, 2019, with an estimated upper end of the reasonably possible range of future costs as high as **$450 million**[129](index=129&type=chunk)[135](index=135&type=chunk) **Ashland Asbestos Claims Activity (Thousands):** | Metric | Nine months ended June 30, 2019 | Years ended September 30, 2018 | | :-------------------------- | :------------------------------ | :----------------------------- | | Open claims - beginning of year | 53 | 54 | | New claims filed | 2 | 2 | | Claims settled | (1) | (1) | | Claims dismissed | (1) | (2) | | **Open claims - end of period** | **53** | **53** | [NOTE L – EARNINGS PER SHARE AND STOCKHOLDERS' EQUITY](index=28&type=section&id=NOTE%20L%20%E2%80%93%20EARNINGS%20PER%20SHARE%20AND%20STOCKHOLDERS'%20EQUITY) This note provides the computation of basic and diluted EPS from continuing operations, details the $1 billion stock repurchase program and recent accelerated share repurchase, outlines stockholder dividends, and reconciles changes in stockholders' equity, including components of other comprehensive income/loss and stock-based compensation plans **Basic and Diluted EPS from Continuing Operations (USD):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Basic EPS from continuing operations | $0.38 | $0.18 | $(0.05) | $0.33 | | Diluted EPS from continuing operations | $0.37 | $0.18 | $(0.05) | $0.32 | - Ashland's Board approved a **$1 billion** stock repurchase program in March 2018; **$800 million** remained available as of June 30, 2019, after a **$200 million** accelerated share repurchase in May 2019[140](index=140&type=chunk)[141](index=141&type=chunk) - The quarterly cash dividend increased by **10% to 27.5 cents per share** in May 2019, following an **11% increase to 25 cents per share** in fiscal 2018[142](index=142&type=chunk) **Summary of Stockholders' Equity (Millions USD):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Common stock and paid in capital (end of period) | $755 | $943 | $755 | $943 | | Retained earnings (end of period) | $2,830 | $2,756 | $2,830 | $2,756 | | Accumulated other comprehensive income (loss) (end of period) | $(368) | $(300) | $(368) | $(300) | | **Total Stockholders' Equity** | **$3,217** | **$3,399** | **$3,217** | **$3,399** | **Pre-Tax Stock-Based Compensation Expense (Continuing Operations, Millions USD):** | Category | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | SARs | $1 | $2 | $5 | $5 | | Nonvested stock awards | $6 | $6 | $16 | $17 | | Performance share awards | $(1) | $4 | $1 | $10 | | **Total** | **$6** | **$12** | **$22** | **$32** | [NOTE O – REVENUE](index=32&type=section&id=NOTE%20O%20%E2%80%93%20REVENUE) This note explains Ashland's revenue recognition policies under ASC 606, noting no material impact from its adoption, and provides a detailed disaggregation of revenue by segment, geographical region, and product category for the reported periods - Ashland recognizes revenue when performance obligations are satisfied, typically upon shipment or delivery of goods, with most contracts containing a **single performance obligation**[160](index=160&type=chunk)[162](index=162&type=chunk) - Trade receivables were **$472 million** as of June 30, 2019, a decrease from **$482 million** at September 30, 2018[166](index=166&type=chunk) **Sales by Geography (Continuing Operations, Millions USD):** | Geography | Specialty Ingredients (3M 2019) | Specialty Ingredients (3M 2018) | Intermediates and Solvents (3M 2019) | Intermediates and Solvents (3M 2018) | | :-------------------- | :------------------------------ | :------------------------------ | :----------------------------------- | :----------------------------------- | | North America | $246 | $253 | $15 | $14 | | Europe | $204 | $208 | $5 | $6 | | Asia Pacific | $117 | $121 | $7 | $9 | | Latin America & other | $46 | $56 | $1 | $1 | | **Total (3 months)** | **$613** | **$638** | **$28** | **$30** | | | | | | | | Geography | Specialty Ingredients (9M 2019) | Specialty Ingredients (9M 2018) | Intermediates and Solvents (9M 2019) | Intermediates and Solvents (9M 2018) | | :-------------------- | :------------------------------ | :------------------------------ | :----------------------------------- | :----------------------------------- | | North America | $712 | $733 | $42 | $42 | | Europe | $594 | $597 | $16 | $19 | | Asia Pacific | $348 | $339 | $20 | $23 | | Latin America & other | $149 | $165 | $3 | $4 | | **Total (9 months)** | **$1,803** | **$1,834** | **$81** | **$88** | **Sales by Product Category (Continuing Operations, Millions USD):** | Product Category | 3 Months Ended June 30, 2019 | 3 Months Ended June 30, 2018 | 9 Months Ended June 30, 2019 | 9 Months Ended June 30, 2018 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | **Ashland Specialty Ingredients** | | | | | | Cellulosics | $219 | $223 | $633 | $616 | | Poly-vinyl pyrrolidones | $108 | $110 | $312 | $320 | | Adhesives | $88 | $90 | $259 | $259 | | Actives | $36 | $36 | $116 | $116 | | Vinyl ethers | $25 | $39 | $80 | $106 | | Pharmachem | $59 | $55 | $182 | $176 | | Other | $78 | $85 | $221 | $241 | | **Intermediates and Solvents** | | | | | | Derivatives | $22 | $25 | $67 | $73 | | Butanediol | $6 | $5 | $14 | $15 | | **Total Sales** | **$641** | **$668** | **$1,884** | **$1,922** | [NOTE P – REPORTABLE SEGMENT INFORMATION](index=35&type=section&id=NOTE%20P%20%E2%80%93%20REPORTABLE%20SEGMENT%20INFORMATION) This note describes Ashland's two reportable segments, Specialty Ingredients and Intermediates and Solvents, following the reclassification of the Composites segment and Marl facility to discontinued operations. It presents their sales and operating income, along with business descriptions and allocation methodologies - Ashland's operations are now managed under two reportable segments: **Specialty Ingredients** and **Intermediates and Solvents**, following the divestiture of the Composites segment and Marl facility[172](index=172&type=chunk) - Specialty Ingredients offers industry-leading products and solutions for consumer and industrial applications, while Intermediates and Solvents is a leading producer of **1,4 butanediol** and related derivatives[173](index=173&type=chunk)[174](index=174&type=chunk) **Sales and Operating Income by Reportable Segment (Millions USD):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | **Sales** | | | | | | Specialty Ingredients | $613 | $638 | $1,803 | $1,834 | | Intermediates and Solvents | $28 | $30 | $81 | $88 | | **Total Sales** | **$641** | **$668** | **$1,884** | **$1,922** | | **Operating Income (Loss)** | | | | | | Specialty Ingredients | $84 | $91 | $180 | $222 | | Intermediates and Solvents | $5 | $5 | $10 | $11 | | Unallocated and other | $(46) | $(66) | $(110) | $(135) | | **Total Operating Income** | **$43** | **$30** | **$80** | **$98** | [FORWARD-LOOKING STATEMENTS](index=37&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section provides a standard disclosure regarding forward-looking statements, outlining various risks and uncertainties that could cause actual results to differ materially from projections, including economic conditions, the impact of divestitures, substantial indebtedness, and legal proceedings - Forward-looking statements are based on Ashland's expectations and assumptions regarding future operating performance, financial condition, the economy, and other future events or circumstances[180](index=180&type=chunk) - Various risks and uncertainties, such as the effectiveness of cost elimination programs, the anticipated benefits from divestitures, substantial indebtedness, the ability to generate sufficient cash for stock repurchase plans, and legal proceedings, may cause actual results to differ materially from projections[180](index=180&type=chunk) [PART II – OTHER INFORMATION](index=38&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part provides management's discussion and analysis of financial condition, results of operations, market risks, controls, legal proceedings, and equity security sales [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=39&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section analyzes Ashland's financial condition and results, including business overview, key developments, segment performance, liquidity, and fiscal year 2019 outlook [BUSINESS OVERVIEW](index=39&type=section&id=BUSINESS%20OVERVIEW) Ashland is a premier global leader in specialty chemical solutions, with a significant portion of its sales generated outside North America. Its operations are managed through two reportable segments: Specialty Ingredients and Intermediates and Solvents - Ashland is a global leader in providing **specialty chemical solutions** to customers across various consumer and industrial markets in over 100 countries[183](index=183&type=chunk) - Sales generated outside of North America accounted for **59%** and **60%** for the three and nine months ended June 30, 2019, respectively[184](index=184&type=chunk) **Sales by Reportable Segment (% of Total Consolidated Sales):** | Segment | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Specialty Ingredients | 96% | 95% | 96% | 95% | | Intermediates and Solvents | 4% | 5% | 4% | 5% | | **Total** | **100%** | **100%** | **100%** | **100%** | [KEY DEVELOPMENTS](index=40&type=section&id=KEY%20DEVELOPMENTS) This section highlights key business results, updates on the Composites and Marl facility divestiture, progress on the company-wide cost reduction program, and details of the share repurchase program - Net income increased by **83% to $66 million** in the current quarter, with Adjusted EBITDA decreasing by **1% to $140 million**[187](index=187&type=chunk) - The Composites and Marl facility sale price was adjusted to **$1.015 billion**, with Ashland retaining the Maleic business. Net proceeds of approximately **$0.9 billion** are expected, primarily for debt reduction[190](index=190&type=chunk)[191](index=191&type=chunk) - Ashland's cost reduction program aims to eliminate **$120 million** in run-rate savings by the end of calendar year 2019, with **$85 million** in annualized run-rate savings captured as of June 30, 2019[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk) - An accelerated share repurchase agreement for **$200 million** was entered in May 2019, resulting in an initial delivery of **2.2 million shares**. **$800 million** remains available under the **$1 billion** stock repurchase program[201](index=201&type=chunk)[202](index=202&type=chunk) [RESULTS OF OPERATIONS – CONSOLIDATED REVIEW](index=41&type=section&id=RESULTS%20OF%20OPERATIONS%20%E2%80%93%20CONSOLIDATED%20REVIEW) This section reviews Ashland's consolidated financial performance, including net income, operating income, non-GAAP measures, and a detailed analysis of comprehensive income statements [Use of non-GAAP measures](index=41&type=section&id=Use%20of%20non-GAAP%20measures) Ashland utilizes non-GAAP financial measures such as EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS, and Free cash flow to provide investors with a clearer understanding of ongoing operating performance by excluding certain non-cash charges, interest, taxes, and highly variable items. These measures are used internally for evaluation and comparability - Ashland uses non-GAAP measures like **EBITDA**, **Adjusted EBITDA**, and **Free cash flow** to help investors understand ongoing operating performance by presenting comparable financial results between periods, excluding certain non-cash charges, interest, taxes, and highly variable items[203](index=203&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk) - These non-GAAP measures are considered supplemental and should not be construed as more significant than comparable U.S. GAAP measures, as they do not present all amounts associated with results determined in accordance with U.S. GAAP[211](index=211&type=chunk) [Consolidated Financial Performance](index=43&type=section&id=Consolidated%20Financial%20Performance) Ashland's consolidated financial performance for the three and nine months ended June 30, 2019, showed an increase in net income for the quarter but a decrease year-to-date, influenced by continuing and discontinued operations, as well as various operating and non-operating key items **Consolidated Net Income and EPS (Millions USD, except per share data):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income | $66 | $36 | $94 | $104 | | Diluted earnings per share | $1.05 | $0.56 | $1.50 | $1.64 | | Income from continuing operations | $23 | $11 | $(3) | $21 | | Income from discontinued operations | $43 | $25 | $97 | $83 | **Consolidated Operating Income (Millions USD):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Operating income | $43 | $30 | $80 | $98 | | Depreciation and amortization (excluding accelerated) | $62 | $65 | $186 | $196 | - Key items impacting operating income include restructuring, separation and other costs, accelerated depreciation, environmental reserve adjustments, tax indemnity expense, unplanned plant shutdowns, proxy costs, and a legal settlement[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk) - Non-operating key items include a **$18 million gain** on pension and other postretirement plan remeasurements (nine months 2019) and net losses on divestitures of **$3 million** (nine months 2019 and 2018)[230](index=230&type=chunk)[231](index=231&type=chunk) [EBITDA and Adjusted EBITDA Reconciliation](index=46&type=section&id=EBITDA%20and%20Adjusted%20EBITDA%20Reconciliation) This section reconciles net income to EBITDA and Adjusted EBITDA, excluding certain key items, to provide a clearer, more comparable view of Ashland's ongoing operating performance for the three and nine months ended June 30, 2019 and 2018 **EBITDA and Adjusted EBITDA (Millions USD):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income | $66 | $36 | $94 | $104 | | Income tax expense (benefit) | $(1) | $(11) | $24 | $(3) | | Net interest and other expense | $21 | $28 | $73 | $78 | | Depreciation and amortization (a) | $62 | $65 | $186 | $196 | | **EBITDA** | **$148** | **$118** | **$377** | **$375** | | Income from discontinued operations (net of tax) | $(43) | $(25) | $(97) | $(83) | | Total key items included in EBITDA | $35 | $48 | $102 | $81 | | **Adjusted EBITDA** | **$140** | **$141** | **$382** | **$373** | (a) Excludes accelerated depreciation [Diluted EPS and Adjusted Diluted EPS Reconciliation](index=47&type=section&id=Diluted%20EPS%20and%20Adjusted%20Diluted%20EPS%20Reconciliation) This section reconciles diluted EPS from continuing operations to Adjusted diluted EPS by accounting for the after-tax effects of key items and tax-specific key items, providing a clearer view of Ashland's underlying business performance **Diluted EPS and Adjusted Diluted EPS from Continuing Operations (USD):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Diluted EPS from continuing operations (as reported) | $0.37 | $0.18 | $(0.05) | $0.32 | | Key items, after tax | $0.38 | $0.59 | $1.40 | $0.99 | | Tax specific key items | $0.02 | $0.00 | $0.38 | $0.16 | | **Adjusted diluted EPS from continuing operations (non-GAAP)** | **$0.77** | **$0.77** | **$1.73** | **$1.47** | [Statements of Consolidated Comprehensive Income (Loss) – Caption Review](index=47&type=section&id=Statements%20of%20Consolidated%20Comprehensive%20Income%20(Loss)%20%E2%80%93%20Caption%20Review) This section provides a detailed comparative analysis of changes in key income statement captions for the three and nine months ended June 30, 2019 and 2018 **Sales and Change Drivers (Millions USD):** | Metric | Three months ended June 30, 2019 | Change | Nine months ended June 30, 2019 | Change | | :-------------------------- | :------------------------------- | :----- | :------------------------------ | :----- | | Sales | $641 | $(27) | $1,884 | $(38) | | **Change Drivers (3 months)** | | | | | | Currency exchange | $(13) | | | | | Volume/product mix | $(12) | | | | | Pricing | $3 | | | | | Acquisitions and divestitures | $(5) | | | | | **Change Drivers (9 months)** | | | | | | Currency exchange | | | $(39) | | | Volume/product mix | | | $(14) | | | Pricing | | | $20 | | | Acquisitions and divestitures | | | $(5) | | **Cost of Sales and Gross Profit (Millions USD):** | Metric | Three months ended June 30, 2019 | Change | Nine months ended June 30, 2019 | Change | | :-------------------------- | :------------------------------- | :----- | :------------------------------ | :----- | | Cost of sales | $434 | $(5) | $1,327 | $37 | | Gross profit as a percent of sales | 32.3% | (2.0 pp) | 29.6% | (3.3 pp) | | **Change Drivers (3 months)** | | | | | | Production and raw material costs | $10 | | | | | Volume/product mix | $(6) | | | | | Currency exchange | $(6) | | | | | Acquisitions and divestitures | $(5) | | | | | **Change Drivers (9 months)** | | | | | | Accelerated depreciation | | | $38 | | | Severance and other restructuring costs | | | $10 | | | Production and raw material costs | | | $19 | | | Volume/product mix | | | $(5) | | | Currency exchange | | | $(20) | | | Acquisitions and divestitures | | | $(5) | | **Selling, General and Administrative Expense (SG&A) (Millions USD):** | Metric | Three months ended June 30, 2019 | Change | Nine months ended June 30, 2019 | Change | | :-------------------------- | :------------------------------- | :----- | :------------------------------ | :----- | | SG&A expense | $150 | $(31) | $429 | $(52) | | SG&A as % of sales | (3.7 pp decrease) | | (2.2 pp decrease) | | | **Key Drivers (3 months)** | | | | | | Net environmental-related expenses | $(17) | | | | | Restructuring, separation and other costs | $(12) | | | | | Tax indemnity costs | $(6) | | | | | Lower variable compensation | $(5) | | | | | Favorable currency exchange & cost savings | $(4) | | | | | **Key Drivers (9 months)** | | | | | | Net environmental-related expenses | | | $(24) | | | Restructuring, separation and other costs | | | $(42) | | | Tax indemnity costs | | | $(6) | | | Proxy costs | | | $(5) | | | Lower variable compensation | | | $(10) | | | Favorable currency exchange & cost savings | | | $(8) | | **Net Interest and Other Expense (Income) (Millions USD):** | Metric | Three months ended June 30, 2019 | Change | Nine months ended June 30, 2019 | Change | | :-------------------------------- | :------------------------------- | :----- | :------------------------------ | :----- | | Net interest and other expense (income) | $21 | $(7) | $73 | $(5) | | Interest expense | $28 | $(2) | $81 | $(7) | | Loss (income) from restricted investments | $(8) | $(6) | $(10) | $0 | **Income Tax Expense (Benefit) (Millions USD):** | Metric | Three months ended June 30, 2019 | Change | Nine months ended June 30, 2019 | Change | | :-------------------------------- | :------------------------------- | :----- | :------------------------------ | :----- | | Income tax expense (benefit) | $(1) | $10 | $24 | $27 | | Effective tax rate | (5)% | | 114% | | **Income (Loss) from Discontinued Operations (Net of Taxes, Millions USD):** | Metric | Three months ended June 30, 2019 | Change | Nine months ended June 30, 2019 | Change | | :-------------------------------- | :------------------------------- | :----- | :------------------------------ | :----- | | Total income (loss) from discontinued operations | $43 | $18 | $97 | $14 | | Composites/Marl facility | $24 | $(1) | $77 | $3 | | Distribution | $19 | $21 | $18 | $21 | **Other Comprehensive Income (Loss) (Net of Taxes, Millions USD):** | Metric | Three months ended June 30, 2019 | Change | Nine months ended June 30, 2019 | Change | | :-------------------------------- | :------------------------------- | :----- | :------------------------------ | :----- | | Total other comprehensive income (loss) | $3 | $141 | $(43) | $41 | | Unrealized translation gain (loss) | $3 | $143 | $(37) | $45 | | Pension and postretirement obligation adjustment | $0 | $0 | $(6) | $(6) | | Net change in investment securities | $0 | $(2) | $0 | $(4) | [RESULTS OF OPERATIONS – REPORTABLE SEGMENT REVIEW](index=55&type=section&id=RESULTS%20OF%20OPERATIONS%20%E2%80%93%20REPORTABLE%20SEGMENT%20REVIEW) This section reviews the financial performance of Ashland's two reportable segments: Specialty Ingredients and Intermediates and Solvents, along with the Unallocated and Other segment. It provides detailed sales, operating income, and EBITDA figures, highlighting key drivers and changes for each segment [Specialty Ingredients](index=56&type=section&id=Specialty%20Ingredients) The Specialty Ingredients segment experienced a decrease in sales and gross profit for both the three and nine months ended June 30, 2019, primarily due to unfavorable foreign currency, acquisitions/divestitures, and volume/product mix. Despite this, the Adjusted EBITDA margin remained flat year-to-date, supported by cost reduction programs - Sales decreased by **$25 million** (three months) and **$31 million** (nine months) due to unfavorable foreign currency exchange, acquisitions and divestitures, and volume/product mix, partially offset by improved product pricing[286](index=286&type=chunk)[292](index=292&type=chunk) - Gross profit decreased by **$22 million** (three months) and **$73 million** (nine months), with gross profit margin declining to **32.7%** (three months) and **30.0%** (nine months)[287](index=287&type=chunk)[288](index=288&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk) - Operating income totaled **$84 million** (three months) and **$180 million** (nine months). Adjusted EBITDA decreased **$9 million to $146 million** (three months) but remained **flat at $406 million** (nine months), with Adjusted EBITDA margin at **23.8%** (three months) and **22.5%** (nine months)[290](index=290&type=chunk)[296](index=296&type=chunk) **Specialty Ingredients Financials (Millions USD):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Sales | $613 | $638 | $1,803 | $1,834 | | Operating income | $84 | $91 | $180 | $222 | | Depreciation and amortization | $59 | $63 | $213 | $189 | | Adjusted EBITDA | $146 | $155 | $406 | $413 | | Adjusted EBITDA margin | 23.8% | 24.3% | 22.5% | 22.5% | [Intermediates and Solvents](index=58&type=section&id=Intermediates%20and%20Solvents) The Intermediates and Solvents segment experienced slight decreases in sales and operating income for the reported periods, primarily due to lower volumes and unfavorable foreign currency exchange, though gross profit margin remained stable for the quarter - Sales decreased **$2 million** (three months) and **$7 million** (nine months) primarily due to lower volume/product mix and unfavorable foreign currency exchange, partially offset by improved product pricing[301](index=301&type=chunk)[305](index=305&type=chunk) - Gross profit was **flat** for the three months, with gross profit margin remaining at **24.5%**, but decreased **$1 million** for the nine months, with gross profit margin declining to **21.0%**[302](index=302&type=chunk)[306](index=306&type=chunk) - Operating income was **$5 million** (three months) and **$10 million** (nine months). EBITDA remained **$8 million** (three months) but decreased **$2 million to $19 million** (nine months)[303](index=303&type=chunk)[307](index=307&type=chunk) **Intermediates and Solvents Financials (Millions USD):** | Metric | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Sales | $28 | $30 | $81 | $88 | | Operating income | $5 | $5 | $10 | $11 | | Depreciation and amortization | $3 | $3 | $9 | $10 | | EBITDA | $8 | $8 | $19 | $21 | | EBITDA margin | 28.6% | 26.7% | 23.5% | 23.9% | [Unallocated and Other](index=59&type=section&id=Unallocated%20and%20Other) The Unallocated and Other segment recorded expenses primarily driven by restructuring activities, including stranded divestiture costs and company-wide cost reduction programs, as well as environmental expenses, tax indemnity costs, and proxy defense costs - Total expense for the Unallocated and Other segment was **$46 million** (three months) and **$110 million** (nine months) ended June 30, 2019[311](index=311&type=chunk) - Restructuring activities accounted for **$24 million** (three months) and **$77 million** (nine months), including stranded divestiture costs related to the Composites segment and Marl facility, and severance/lease abandonment costs from company-wide cost reduction programs[312](index=312&type=chunk)[315](index=315&type=chunk) - Other significant expenses include environmental expenses (**$16 million** for three months, **$22 million** for nine months), tax indemnity costs (**$6 million** for three and nine months), and proxy defense costs (**$5 million** for nine months)[315](index=315&type=chunk)[316](index=316&type=chunk) [FINANCIAL POSITION](index=60&type=section&id=FINANCIAL%20POSITION) This section analyzes Ashland's financial position, covering liquidity, capital resources (debt, credit ratings, and covenants), total equity changes, stock repurchase programs, stockholder dividends, and capital expenditures [Liquidity](index=60&type=section&id=Liquidity) Ashland's liquidity analysis shows a decrease in cash and cash equivalents, with operating cash flows remaining stable. Investing activities used less cash, while financing activities used more, primarily due to share repurchases. Total available liquidity decreased compared to the prior fiscal year-end - Cash and cash equivalents were **$132 million** at June 30, 2019, with **$118 million** held by foreign subsidiaries, which had no significant limitations on remittance[317](index=317&type=chunk) - Cash flows from operating activities from continuing operations amounted to **$93 million** for both the nine months ended June 30, 2019 and 2018[320](index=320&type=chunk)[321](index=321&type=chunk) - Cash used by investing activities from continuing operations was **$76 million** for the nine months ended June 30, 2019, compared to **$120 million** in the prior year, primarily due to property additions[320](index=320&type=chunk)[329](index=329&type=chunk) - Cash flows used by financing activities from continuing operations were **$183 million** for the nine months ended June 30, 2019, compared to **$346 million** in the prior year, including a **$200 million** outflow for the accelerated share repurchase program in 2019[320](index=320&type=chunk)[331](index=331&type=chunk)[332](index=332&type=chunk) - Free cash flow was **$(10) million** for the nine months ended June 30, 2019, compared to **$6 million** in the prior year[338](index=338&type=chunk) - Total available liquidity, including cash and unused borrowing capacity, was **$805 million** at June 30, 2019, down from **$1,048 million** at September 30, 2018[341](index=341&type=chunk) [Capital Resources](index=64&type=section&id=Capital%20Resources) This section details Ashland's debt structure, credit ratings, and compliance with debt covenants, emphasizing the consolidated net leverage and interest coverage ratios as key financial health indicators **Ashland's Debt Summary (Millions USD):** | Metric | June 30, 2019 | September 30, 2018 | | :-------------------------------- | :------------ | :----------------- | | Short-term debt (includes current portion) | $332 | $254 | | Long-term debt (less current portion) | $2,275 | $2,275 | | **Total Debt** | **$2,607** | **$2,529** | - Debt as a percent of capital employed was **45%** at June 30, 2019, up from **43%** at September 30, 2018[345](index=345&type=chunk) - Ashland's corporate credit ratings are **BB with Standard & Poor's** and **Ba2 with Moody's Investor Services**, both with stable outlooks[346](index=346&type=chunk) - Ashland is in compliance with all debt agreement covenant restrictions, with a consolidated net leverage ratio of **3.6** (maximum 4.5) and an interest coverage ratio of **5.6** (minimum 3.0) at June 30, 2019[346](index=346&type=chunk)[347](index=347&type=chunk)[348](index=348&type=chunk) [Total Equity](index=66&type=section&id=Total%20Equity) Total equity decreased by $189 million since September 30, 2018, primarily due to the accelerated share repurchase program, cash dividends, and deferred translation losses, partially offset by net income - Total equity decreased by **$189 million** to **$3,217 million** at June 30, 2019, from **$3,406 million** at September 30, 2018[352](index=352&type=chunk) - The decrease was primarily driven by **$200 million** from the accelerated share repurchase program, **$48 million** in cash dividends, and **$37 million** in deferred translation losses, partially offset by **$94 million** in net income[352](index=352&type=chunk) [Stock Repurchase Program](index=66&type=section&id=Stock%20Repurchase%20Program) Ashland's $1 billion stock repurchase program, approved in March 2018, had $800 million remaining available as of June 30, 2019, following a $200 million accelerated share repurchase in the third quarter - **$800 million** remained available for repurchase under the **$1 billion** stock repurchase program as of June 30, 2019, after the acquisition of **2.2 million shares** for **$200 million** during the third quarter[353](index=353&type=chunk) [Stockholder Dividends](index=66&type=section&id=Stockholder%20Dividends) In May 2019, Ashland's Board of Directors announced a quarterly cash dividend of 27.5 cents per share, representing a 10% increase over the previous quarter's dividend - The quarterly cash dividend increased to **27.5 cents per share** in May 2019, a **10% increase** over the previous quarter's dividend of **25 cents per share**[354](index=354&type=chunk) [Capital Expenditures](index=66&type=section&id=Capital%20Expenditures) Capital expenditures for the nine months ended June 30, 2019, increased to $103 million compared to $87 million in the prior year period **Capital Expenditures (Millions USD):** | Metric | Nine months ended June 30, 2019 | Nine months ended June 30, 2018 | | :-------------------------- | :------------------------------ | :------------------------------ | | Capital expenditures | $103 | $87 | [CRITICAL ACCOUNTING POLICIES](index=66&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES) Ashland's critical accounting policies, which involve significant estimates and assumptions for long-lived assets, income taxes, and asbestos/environmental liabilities, remain consistent with those disclosed in the prior annual report, with no material changes to valuation techniques during the nine months ended June 30, 2019 - Critical accounting policies, involving significant estimates and assumptions for long-lived assets, income taxes, and asbestos/environmental liabilities, are **consistent with the FY2018 Annual Report on Form 10-K**, with no material changes to valuation techniques[356](index=356&type=chunk) [OUTLOOK](index=67&type=section&id=OUTLOOK) Ashland updated its financial outlook for fiscal year 2019, revising targets for Adjusted EBITDA, Adjusted diluted EPS, and Free cash flow, while reaffirming projections for depreciation & amortization, capital expenditures, and diluted share count **Updated FY 2019 Financial Outlook (Millions USD, except per share data):** | Metric | Prior FY 2019 Outlook | Updated FY 2019 Outlook | | :-------------------------- | :-------------------- | :---------------------- | | **Adjusted EBITDA** | | | | Specialty Ingredients | $585 - $610 million | $560 - $570 million | | Intermediates & Solvents | $20 - $30 million | $23 - $27 million | | Unallocated and other | ($45 - $55) million | ($50 - $55) million | | **Key Operating Metrics** | | | | Adjusted diluted EPS | $2.90 - $3.20 | $2.65 - $2.75 | | Free cash flow | ~$165 - $175 million | ~$100 - $110 million | | **Corporate Items** | | | | Depreciation & amortization | ~250 million | Reaffirmed | | Interest expense | $90 - $100 million | $95 - $100 million | | Effective tax rate | 14-16% | 10-12% | | Capital expenditures | ~$160 million | Reaffirmed | | Diluted share count | ~63 million | Reaffirmed | - For the fourth quarter of fiscal 2019, Ashland expects adjusted diluted earnings per share in the range of **$0.92-$1.02**, assuming an effective tax rate of **13%**[359](index=359&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=67&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Ashland's market risk exposure at June 30, 2019, is generally consistent with the types of market risk exposures previously presented in its Annual Report on Form 10-K for the fiscal year ended September 30, 2018 - Market risk exposure at June 30, 2019, is **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, 2018[360](index=360&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=67&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Ashland's management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of disclosure controls and procedures, concluding they were effective as of June 30, 2019. No significant changes in internal control over financial reporting occurred during the period - Ashland's disclosure controls and procedures were evaluated and concluded to be **effective** as of June 30, 2019[361](index=361&type=chunk) - No **significant changes** in Ashland's internal control over financial reporting occurred during the nine months ended June 30, 2019[362](index=362&type=chunk) [ITEM 1. LEGAL PROCEEDINGS](index=68&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section describes Ashland's material legal proceedings, primarily focusing on asbestos-related litigation against Ashland and Hercules, and various environmental proceedings under CERCLA and RCRA, including specific sites like Hattiesburg, Mississippi, and the Lower Passaic River, New Jersey - Ashland and its indirect wholly-owned subsidiary, Hercules LLC, are subject to liabilities from **asbestos-related personal injury claims**, primarily due to indemnification obligations and former product sales[365](index=365&type=chunk)[366](index=366&type=chunk) - Ashland has been identified as a 'potentially responsible party' (PRP) at **80 waste treatment or disposal sites** under CERCLA and similar state laws, requiring environmental assessment or remediation efforts[368](index=368&type=chunk) - Specific environmental matters include a Notice of Violation at Hercules' Hattiesburg, Mississippi facility under RCRA and participation in the remedial investigation and feasibility study (RI/FS) for the Lower Passaic River, New Jersey[369](index=369&type=chunk)[371](index=371&type=chunk) - While some potential penalties for environmental matters may exceed **$100,000**, they are not expected to be material to Ashland[369](index=369&type=chunk)[372](index=372&type=chunk)[374](index=374&type=chunk) [ITEM 1A. RISK FACTORS](index=69&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section states that 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, 2018, during the period covered by this report - **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, 2018, were identified during the period covered by this report[375](index=375&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=70&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details Ashland's share repurchase activity during the three months ended June 30, 2019, under its $1 billion stock repurchase program, including an accelerated share repurchase agreement **Issuer Purchases of Equity Securities (Q3 Fiscal Periods):** | Period | Total Number of Shares Purchased | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Dollar Value of Shares Yet to Be Purchased Under the Plans or Programs (Millions USD) | | :-------------------------------- | :------------------------------- | :------------------------------------------------------------------------------- | :-------------------------------------------------------------------------------- | | April 1, 2019 to April 30, 2019 | — | — | $1,000 | | May 1, 2019 to May 31, 2019 | 2,236,546 | 2,236,546 | $800 | | June 1, 2019 to June 30, 2019 | — | — | $800 | | **Total** | **2,236,546** | **2,236,546** | **$800** | - In May 2019, Ashland entered into an accelerated share repurchase (ASR) agreement to purchase **$200 million** of its common stock, with **2,236,546 shares** initially delivered. **$800 million** remained available for repurchase under the **$1 billion** program as of June 30, 2019[377](index=377&type=chunk) [ITEM 6. EXHIBITS](index=71&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including amendments to purchase agreements, various deferred compensation and stock award agreements, and XBRL financial documents - Exhibits include the First Amendment to Stock and Asset Purchase Agreement (July 1, 2019), several deferred compensation and stock award agreements, and XBRL Instance, Schema, Calculation, Definition, Label, and Presentation Linkbase Documents[379](index=379&type=chunk) [SIGNATURE](index=73&type=section&id=SIGNATURE) This section contains the official certification and signature for the submitted report [SIGNATURE](index=73&type=section&id=SIGNATURE) The report is signed by J. Kevin Willis, Senior Vice President and Chief Financial Officer of Ashland Global Holdings Inc., on July 31, 2019, certifying its submission - The report was signed by **J. Kevin Willis**, Senior Vice President and Chief Financial Officer of Ashland Global Holdings Inc., on **July 31, 2019**[383](index=383&type=chunk)

Ashland Global Holdings Inc. (NYSE:ASH) Q3 2019 Earnings Conference Call July 31, 2019 10:00 AM ET Company Participants Seth Mrozek - Director of Investor Relations Bill Wulfsohn - Chairman & Chief Executive Officer Kevin Willis - Senior Vice President & Chief Financial Officer Conference Call Participants Christopher Parkinson - Credit Suisse John Roberts - UBS Bhavesh Lodaya - BMO Capital David Begleiter - Deutsche Bank Jim Sheehan - SunTrust Mike Sison - KeyBanc Dan Rizzo - Jefferies Mike Harrison - Seap ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-211719 ASHLAND GLOBAL HOLDINGS INC. (a Delaware corporation) I.R.S. No. 81-2587835 50 E. RiverCenter Boulevard Covington, Kentuc ...

Ashland, Inc. (NYSE:ASH) Q2 2019 Earnings Conference Call May 1, 2019 9:00 AM ET Company Participants Seth Mrozek - Director of Investor Relations Bill Wulfsohn - Chairman & Chief Executive Officer Kevin Willis - Senior Vice President & Chief Financial Officer Conference Call Participants Christopher Parkinson - Credit Suisse John McNulty - BMO Capital Market David Begleiter - Deutsche Bank Mike Sison - KeyBanc Laurence Alexander - Jefferies Josh Spector - UBS Jeff Zekauskas - JP Morgan Mike Harrison - Seap ...