ash-10k_20190930.htm
0001674862 --09-30 2019 FY false true 2029-12-31 P1Y true P3Y P5Y P5Y P5Y P3Y P3Y P15Y P22Y P20Y ash:OtherNetPeriodicBenefitIncomeCostsMember ash:OtherNetPeriodicBenefitIncomeCostsMember ash:OtherNetPeriodicBenefitIncomeCostsMember ash:OtherNetPeriodicBenefitIncomeCostsMember ash:OtherNetPeriodicBenefitIncomeCostsMember ash:OtherNetPeriodicBenefitIncomeCostsMember 0.05 0.55 0.00 0.45 0.95 0.05 P6Y P6Y P5Y 2018-10-01 2017-10-01 2016-10-01 2021-09-30 2020-09-30 2019-09-30 0.016 0.013 P3Y P3Y P3Y 0.029 0.018 0.014 0001674862 2018-10-01 2019-09-30 iso4217:USD 0001674862 2019-03-31 xbrli:shares 0001674862 2019-10-31 0001674862 2017-10-01 2018-09-30 0001674862 2016-10-01 2017-09-30 iso4217:USD xbrli:shares 0001674862 2019-09-30 0001674862 2018-09-30 0001674862 us-gaap:CommonStockMember 2016-09-30 0001674862 us-gaap:AdditionalPaidInCapitalMember 2016-09-30 0001674862 us-gaap:RetainedEarningsMember 2016-09-30 0001674862 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-09-30 0001674862 us-gaap:NoncontrollingInterestMember 2016-09-30 0001674862 2016-09-30 0001674862 us-gaap:RetainedEarningsMember 2016-10-01 2017-09-30 0001674862 us-gaap:NoncontrollingInterestMember 2016-10-01 2017-09-30 0001674862 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-10-01 2017-09-30 0001674862 us-gaap:AdditionalPaidInCapitalMember 2016-10-01 2017-09-30 0001674862 us-gaap:CommonStockMember 2017-09-30 0001674862 us-gaap:AdditionalPaidInCapitalMember 2017-09-30 0001674862 us-gaap:RetainedEarningsMember 2017-09-30 0001674862 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-09-30 0001674862 2017-09-30 0001674862 us-gaap:RetainedEarningsMember 2017-10-01 2018-09-30 0001674862 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-10-01 2018-09-30 0001674862 us-gaap:AdditionalPaidInCapitalMember 2017-10-01 2018-09-30 0001674862 us-gaap:CommonStockMember 2018-09-30 0001674862 us-gaap:AdditionalPaidInCapitalMember 2018-09-30 0001674862 us-gaap:RetainedEarningsMember 2018-09-30 0001674862 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-09-30 0001674862 us-gaap:RetainedEarningsMember 2018-10-01 2019-09-30 0001674862 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-10-01 2019-09-30 0001674862 us-gaap:AdditionalPaidInCapitalMember 2018-10-01 2019-09-30 0001674862 us-gaap:CommonStockMember 2019-09-30 0001674862 us-gaap:AdditionalPaidInCapitalMember 2019-09-30 0001674862 us-gaap:RetainedEarningsMember 2019-09-30 0001674862 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-09-30 0001674862 us-gaap:AllowanceForCreditLossMember 2018-10-01 2019-09-30 0001674862 us-gaap:InventoryValuationReserveMember 2018-10-01 2019-09-30 0001674862 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2018-10-01 2019-09-30 0001674862 ash:CompositesOrMarlFacilityMember 2018-10-01 2019-09-30 0001674862 ash:ValvolineIncMember 2018-10-01 2019-09-30 0001674862 ash:PlanAssetFairValueHeirarchyMember 2018-10-01 2019-09-30 0001674862 ash:PlanassetallocationbyassettypeMember 2018-10-01 2019-09-30 0001674862 ash:AshlandGlobalHoldingsIncMember 2018-10-01 2019-09-30 0001674862 ash:HerculesLimitedLiabilityCompanyMember 2018-10-01 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember 2018-10-01 2019-09-30 0001674862 us-gaap:StockCompensationPlanMember 2018-10-01 2019-09-30 0001674862 us-gaap:PerformanceSharesMember 2018-10-01 2019-09-30 xbrli:pure 0001674862 ash:AshlandLimitedLiabilityCompanyMember 2019-09-30 0001674862 srt:MinimumMember 2019-09-30 0001674862 srt:MaximumMember 2019-09-30 0001674862 2016-09-21 2017-05-12 ash:ReportableSegment 0001674862 us-gaap:AllowanceForCreditLossMember 2018-09-30 0001674862 us-gaap:AllowanceForCreditLossMember 2017-09-30 0001674862 us-gaap:AllowanceForCreditLossMember 2016-09-30 0001674862 us-gaap:AllowanceForCreditLossMember 2017-10-01 2018-09-30 0001674862 us-gaap:AllowanceForCreditLossMember 2016-10-01 2017-09-30 0001674862 us-gaap:AllowanceForCreditLossMember 2019-09-30 0001674862 us-gaap:InventoryValuationReserveMember 2018-09-30 0001674862 us-gaap:InventoryValuationReserveMember 2017-09-30 0001674862 us-gaap:InventoryValuationReserveMember 2016-09-30 0001674862 us-gaap:InventoryValuationReserveMember 2017-10-01 2018-09-30 0001674862 us-gaap:InventoryValuationReserveMember 2016-10-01 2017-09-30 0001674862 us-gaap:InventoryValuationReserveMember 2019-09-30 0001674862 us-gaap:BuildingMember srt:MinimumMember 2018-10-01 2019-09-30 0001674862 us-gaap:BuildingMember srt:MaximumMember 2018-10-01 2019-09-30 0001674862 us-gaap:MachineryAndEquipmentMember srt:MinimumMember 2018-10-01 2019-09-30 0001674862 us-gaap:MachineryAndEquipmentMember srt:MaximumMember 2018-10-01 2019-09-30 0001674862 us-gaap:TrademarksAndTradeNamesMember srt:MinimumMember 2018-10-01 2019-09-30 0001674862 us-gaap:TrademarksAndTradeNamesMember srt:MaximumMember 2018-10-01 2019-09-30 0001674862 us-gaap:IntellectualPropertyMember srt:MinimumMember 2018-10-01 2019-09-30 0001674862 us-gaap:IntellectualPropertyMember srt:MaximumMember 2018-10-01 2019-09-30 0001674862 us-gaap:CustomerRelationshipsMember srt:MinimumMember 2018-10-01 2019-09-30 0001674862 us-gaap:CustomerRelationshipsMember srt:MaximumMember 2018-10-01 2019-09-30 0001674862 2014-10-01 2015-09-30 0001674862 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2018-09-30 0001674862 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2017-09-30 0001674862 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2016-09-30 0001674862 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2017-10-01 2018-09-30 0001674862 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2016-10-01 2017-09-30 0001674862 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2019-09-30 0001674862 us-gaap:AccountingStandardsUpdate201409Member 2018-10-01 2019-09-30 0001674862 us-gaap:AccountingStandardsUpdate201616Member srt:MaximumMember 2019-09-30 0001674862 ash:ValvolineIncMember 2017-05-12 0001674862 ash:ValvolineIncMember 2017-05-12 0001674862 ash:ConsumerMarketsMember 2017-05-12 0001674862 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-10-01 2018-09-30 0001674862 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2016-10-01 2017-09-30 0001674862 us-gaap:SegmentDiscontinuedOperationsMember 2016-10-01 2017-09-30 0001674862 ash:PharmachemMember 2017-05-16 2017-05-17 ash:Facility 0001674862 ash:PharmachemMember 2017-05-17 0001674862 ash:PharmachemMember 2017-07-01 2017-09-30 0001674862 ash:PharmachemMember 2017-10-01 2018-09-30 0001674862 us-gaap:TrademarksAndTradeNamesMember ash:PharmachemMember 2017-05-16 2017-05-17 0001674862 us-gaap:IntellectualPropertyMember ash:PharmachemMember 2017-05-16 2017-05-17 0001674862 us-gaap:CustomerRelationshipsMember ash:PharmachemMember 2017-05-16 2017-05-17 0001674862 ash:PharmachemMember 2016-10-01 2017-09-30 0001674862 ash:VorniaLimitedMember 2018-01-01 2018-01-31 0001674862 ash:VorniaLimitedMember 2018-01-31 0001674862 ash:CompositesSegmentAndIntermediatesAndSolventsMarlFacilityMember ash:INEOSEnterprisesMember 2018-11-15 0001674862 ash:CompositesSegmentAndIntermediatesAndSolventsMarlFacilityMember ash:INEOSEnterprisesMember 2019-07-31 2019-07-31 0001674862 ash:CompositesSegmentAndIntermediatesAndSolventsMarlFacilityMember ash:INEOSEnterprisesMember 2019-08-30 2019-08-30 0001674862 ash:CompositesSegmentAndIntermediatesAndSolventsMarlFacilityMember 2018-10-01 2019-09-30 0001674862 ash:CompositesSegmentAndIntermediatesAndSolventsMarlFacilityMember ash:INEOSEnterprisesMember 2019-09-01 2019-09-30 0001674862 ash:SpecialtyIngredientsMember ash:SpecialtyIngredientsFacilityMember 2017-10-01 2018-09-30 0001674862 ash:SpecialtyIngredientsMember ash:SpecialityIngredientsJointVentureMember 2015-10-01 2016-09-30 0001674862 ash:SpecialtyIngredientsMember ash:SpecialityIngredientsJointVentureMember 2016-10-01 2017-09-30 0001674862 ash:CompositesSegmentAndIntermediatesAndSolventsMarlFacilityMember us-gaap:LandAndBuildingMember 2019-09-30 0001674862 ash:CompositesSegmentAndIntermediatesAndSolventsMarlFacilityMember us-gaap:LandAndBuildingMember 2018-09-30 0001674862 ash:ValvolineIncMember 2016-09-21 2017-05-12 0001674862 ash:CompositesOrMarlFacilityMember 2017-10-01 2018-09-30 0001674862 ash:CompositesOrMarlFacilityMember 2016-10-01 2017-09-30 0001674862 ash:ValvolineIncMember 2017-10-01 2018-09-30 0001674862 ash:ValvolineIncMember 2016-10-01 2017-09-30 0001674862 us-gaap:AsbestosIssueMember 2017-10-01 2018-09-30 0001674862 us-gaap:AsbestosIssueMember 2016-10-01 2017-09-30 0001674862 ash:WaterTechnologiesMember 2018-10-01 2019-09-30 0001674862 ash:WaterTechnologiesMember 2016-10-01 2017-09-30 0001674862 ash:AshlandDistributionMember 2018-10-01 2019-09-30 0001674862 ash:AshlandDistributionMember 2017-10-01 2018-09-30 0001674862 ash:AshlandDistributionMember 2016-10-01 2017-09-30 0001674862 ash:WaterTechnologiesMember 2017-10-01 2018-09-30 0001674862 ash:VoluntarySeveranceOfferMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-10-01 2019-09-30 0001674862 ash:VoluntarySeveranceOfferMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-10-01 2018-09-30 0001674862 us-gaap:EmployeeSeveranceMember 2019-09-30 0001674862 us-gaap:FacilityClosingMember 2018-10-01 2019-09-30 0001674862 us-gaap:FacilityClosingMember 2017-10-01 2018-09-30 0001674862 us-gaap:FacilityClosingMember 2019-09-30 0001674862 us-gaap:EmployeeSeveranceMember 2018-09-30 0001674862 us-gaap:FacilityClosingMember 2018-09-30 0001674862 us-gaap:EmployeeSeveranceMember 2018-10-01 2019-09-30 0001674862 us-gaap:SellingGeneralAndAdministrativeExpensesMember us-gaap:FacilityClosingMember 2017-10-01 2018-09-30 0001674862 us-gaap:CostOfSalesMember ash:SpecialtyIngredientsMember ash:PlantRestructuringMember 2018-10-01 2019-09-30 0001674862 ash:AcceleratedDepreciationAndAmortizationMember ash:SpecialtyIngredientsMember ash:PlantRestructuringMember 2018-10-01 2019-09-30 0001674862 us-gaap:EmployeeSeveranceMember ash:SpecialtyIngredientsMember ash:PlantRestructuringMember 2018-10-01 2019-09-30 0001674862 ash:PlantClosureCostMember ash:SpecialtyIngredientsMember ash:PlantRestructuringMember 2018-10-01 2019-09-30 0001674862 ash:PlantClosureCostMember ash:SpecialtyIngredientsMember ash:PlantRestructuringMember 2019-09-30 0001674862 us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember 2019-09-30 0001674862 us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:FairValueMeasurementsRecurringMember 2019-09-30 0001674862 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-09-30 0001674862 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-09-30 0001674862 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-09-30 0001674862 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-09-30 0001674862 us-gaap:FairValueMeasurementsRecurringMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-09-30 0001674862 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2018-09-30 0001674862 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2018-09-30 0001674862 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2018-09-30 0001674862 us-gaap:DemandDepositsMember 2019-09-30 0001674862 us-gaap:DemandDepositsMember 2018-09-30 0001674862 us-gaap:EquityFundsMember 2019-09-30 0001674862 us-gaap:EquityFundsMember 2018-09-30 0001674862 ash:BondMutualFundMember 2019-09-30 0001674862 ash:BondMutualFundMember 2018-09-30 0001674862 us-gaap:AvailableforsaleSecuritiesMember 2019-09-30 0001674862 us-gaap:AvailableforsaleSecuritiesMember 2018-09-30 0001674862 us-gaap:AccountingStandardsUpdate201601Member ash:ReclassifiedFromAccumulatedOtherComprehensiveIncomeToRetainedEarningsMember 2017-10-01 2018-09-30 0001674862 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2018-10-01 2019-09-30 0001674862 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2017-10-01 2018-09-30 0001674862 us-gaap:ForeignExchangeContractMember us-gaap:NondesignatedMember 2016-10-01 2017-09-30 0001674862 us-gaap:ForeignExchangeContractMember us-gaap:AccountsReceivableMember 2019-09-30 0001674862 us-gaap:ForeignExchangeContractMember us-gaap:AccountsReceivableMember 2018-09-30 0001674862 us-gaap:ForeignExchangeContractMember us-gaap:OtherLiabilitiesMember 2019-09-30 0001674862 us-gaap:ForeignExchangeContractMember us-gaap:OtherLiabilitiesMember 2018-09-30 0001674862 us-gaap:LandMember 2019-09-30 0001674862 us-gaap:LandMember 2018-09-30 0001674862 us-gaap:BuildingMember 2019-09-30 0001674862 us-gaap:BuildingMember 2018-09-30 0001674862 us-gaap:MachineryAndEquipmentMember 2019-09-30 0001674862 us-gaap:MachineryAndEquipmentMember 2018-09-30 0001674862 us-gaap:ConstructionInProgressMember 2019-09-30 0001674862 us-gaap:ConstructionInProgressMember 2018-09-30 0001674862 us-gaap:MachineryAndEquipmentMember 2018-10-01 2019-09-30 0001674862 us-gaap:MachineryAndEquipmentMember ash:SpecialtySolutionsMember ash:EquityAndOtherIncomeExpenseMember 2017-10-01 2018-09-30 0001674862 us-gaap:MachineryAndEquipmentMember ash:SpecialtySolutionsMember ash:EquityAndOtherIncomeExpenseMember 2016-10-01 2017-09-30 0001674862 ash:FunctionalMaterialsMember us-gaap:CostOfSalesMember us-gaap:MachineryAndEquipmentMember 2016-10-01 2017-09-30 0001674862 us-gaap:SellingGeneralAndAdministrativeExpensesMember ash:UnallocatedAndOtherMember 2018-10-01 2019-09-30 0001674862 us-gaap:SellingGeneralAndAdministrativeExpensesMember ash:UnallocatedAndOtherMember 2017-10-01 2018-09-30 0001674862 us-gaap:SellingGeneralAndAdministrativeExpensesMember ash:UnallocatedAndOtherMember 2016-10-01 2017-09-30 0001674862 ash:SpecialtyIngredientsMember 2017-09-30 0001674862 ash:IntermediatesAndSolventsMember 2017-09-30 0001674862 ash:SpecialtyIngredientsMember 2017-10-01 2018-09-30 0001674862 ash:IntermediatesAndSolventsMember 2017-10-01 2018-09-30 0001674862 ash:SpecialtyIngredientsMember 2018-09-30 0001674862 ash:IntermediatesAndSolventsMember 2018-09-30 0001674862 ash:SpecialtyIngredientsMember 2018-10-01 2019-09-30 0001674862 ash:IntermediatesAndSolventsMember 2018-10-01 2019-09-30 0001674862 ash:SpecialtyIngredientsMember 2019-09-30 0001674862 ash:IntermediatesAndSolventsMember 2019-09-30 0001674862 us-gaap:TrademarksAndTradeNamesMember 2019-09-30 0001674862 us-gaap:IntellectualPropertyMember 2019-09-30 0001674862 us-gaap:CustomerRelationshipsMember 2019-09-30 0001674862 us-gaap:TrademarksAndTradeNamesMember 2018-09-30 0001674862 us-gaap:IntellectualPropertyMember 2018-09-30 0001674862 us-gaap:CustomerRelationshipsMember 2018-09-30 0001674862 ash:NotesDue2022Member 2019-09-30 0001674862 ash:NotesDue2022Member 2018-09-30 0001674862 ash:TermLoanBDue2024Member 2018-09-30 0001674862 ash:NotesDue2043Member 2019-09-30 0001674862 ash:NotesDue2043Member 2018-09-30 0001674862 ash:TermLoanADue2022Member 2018-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember 2019-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember 2018-09-30 0001674862 us-gaap:JuniorSubordinatedDebtMember 2019-09-30 0001674862 us-gaap:JuniorSubordinatedDebtMember 2018-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember 2018-09-30 0001674862 us-gaap:MediumTermNotesMember 2018-09-30 0001674862 ash:NotesDue2022Member 2018-10-01 2019-09-30 0001674862 ash:TermLoanBDue2024Member 2018-10-01 2019-09-30 0001674862 ash:NotesDue2043Member 2018-10-01 2019-09-30 0001674862 ash:TermLoanADue2022Member 2018-10-01 2019-09-30 0001674862 us-gaap:JuniorSubordinatedDebtMember 2018-10-01 2019-09-30 0001674862 us-gaap:MediumTermNotesMember 2019-09-30 0001674862 us-gaap:MediumTermNotesMember 2018-10-01 2019-09-30 0001674862 ash:EuropeanFacilityMember 2019-09-30 0001674862 ash:EuropeanFacilityMember 2018-09-30 0001674862 ash:TermLoanDue2020Member 2019-09-30 0001674862 ash:TermLoanDue2020Member 2018-10-01 2019-09-30 0001674862 ash:TermLoanADue2022Member 2019-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember 2017-05-17 0001674862 ash:A2017RevolvingCreditFacilityMember 2018-10-01 2019-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember 2019-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember ash:AlternateBaseRateMember 2017-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember us-gaap:LondonInterbankOfferedRateLIBORMember srt:MinimumMember 2017-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember us-gaap:LondonInterbankOfferedRateLIBORMember srt:MaximumMember 2017-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember ash:AlternateBaseRateMember srt:MinimumMember 2017-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember ash:AlternateBaseRateMember srt:MaximumMember 2017-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember 2016-10-01 2017-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember srt:MinimumMember 2016-10-01 2017-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember srt:MaximumMember 2016-10-01 2017-09-30 0001674862 ash:TermLoanBDue2024Member 2019-09-30 0001674862 ash:TermLoanBDue2024Member us-gaap:LondonInterbankOfferedRateLIBORMember 2019-09-30 0001674862 ash:TermLoanBDue2024Member ash:AlternateBaseRateMember 2019-09-30 0001674862 ash:A2015RevolvingCreditFacilityMember 2016-10-01 2017-09-30 0001674862 srt:MinimumMember us-gaap:LondonInterbankOfferedRateLIBORMember ash:A2017RevolvingCreditFacilityMember 2019-09-30 0001674862 srt:MaximumMember us-gaap:LondonInterbankOfferedRateLIBORMember ash:A2017RevolvingCreditFacilityMember 2019-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember ash:A2017RevolvingCreditFacilityMember 2018-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember 2017-10-01 2018-09-30 0001674862 srt:MaximumMember us-gaap:AssetBackedSecuritiesMember ash:A2017RevolvingCreditFacilityMember 2017-10-01 2018-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember ash:A2017RevolvingCreditFacilityMember 2018-10-01 2019-09-30 0001674862 us-gaap:MediumTermNotesMember 2019-09-30 0001674862 us-gaap:MediumTermNotesMember 2018-10-01 2019-09-30 0001674862 ash:SeniorNotesDue2018Member 2017-09-30 0001674862 ash:SeniorNotesDue2018Member 2016-10-01 2017-09-30 0001674862 ash:NotesDue2022Member 2017-09-30 0001674862 ash:NotesDue2018Member 2017-09-30 0001674862 ash:NotesDue2022Member 2016-10-01 2017-09-30 0001674862 ash:NotesDue2018Member 2016-10-01 2017-09-30 0001674862 ash:NotesDue2018And2022Member 2016-10-01 2017-09-30 0001674862 us-gaap:JuniorSubordinatedDebtMember 2016-10-01 2016-12-31 0001674862 us-gaap:JuniorSubordinatedDebtMember 2016-10-01 2017-09-30 iso4217:EUR 0001674862 ash:TwoThousandEighteenAssetBackedSecuritiesMember 2018-07-31 0001674862 ash:TwoThousandEighteenAssetBackedSecuritiesMember 2018-07-30 2018-07-31 0001674862 ash:TwoThousandEighteenAssetBackedSecuritiesMember 2019-09-01 2019-09-30 0001674862 ash:TwoThousandEighteenAssetBackedSecuritiesMember 2019-09-30 0001674862 ash:TwoThousandEighteenAssetBackedSecuritiesMember 2018-09-30 0001674862 ash:TwoThousandTwelveAssetBackedSecuritiesMember 2012-08-31 0001674862 ash:TwoThousandTwelveAssetBackedSecuritiesMember 2012-08-30 2012-08-31 0001674862 ash:TwoThousandTwelveAssetBackedSecuritiesMember 2017-09-30 0001674862 ash:TwoThousandTwelveAssetBackedSecuritiesMember 2018-03-31 0001674862 ash:TwoThousandTwelveAssetBackedSecuritiesMember 2019-08-30 0001674862 ash:TwoThousandTwelveAssetBackedSecuritiesMember 2019-09-30 0001674862 ash:TwoThousandTwelveAssetBackedSecuritiesMember 2018-09-30 0001674862 ash:OtherDebtMember 2019-09-30 0001674862 ash:OtherDebtMember 2018-09-30 0001674862 ash:A2017RevolvingCreditFacilityMember 2019-09-30 0001674862 ash:NotesDue2018Member 2019-09-30 0001674862 us-gaap:JuniorSubordinatedDebtMember 2016-10-01 2017-09-30 0001674862 ash:TransitionTaxMember 2017-10-01 2018-09-30 0001674862 ash:DeferredRateMember 2017-10-01 2018-09-30 0001674862 ash:OtherTaxExpenseMember 2017-10-01 2018-09-30 0001674862 us-gaap:ForeignCountryMember 2017-10-01 2018-09-30 0001674862 ash:UncertainTaxPositionMember 2017-10-01 2018-09-30 0001674862 us-gaap:StateAndLocalJurisdictionMember 2017-10-01 2018-09-30 0001674862 ash:OtherMiscellaneousItemsMember 2017-10-01 2018-09-30 0001674862 us-gaap:ForeignCountryMember 2019-09-30 0001674862 us-gaap:StateAndLocalJurisdictionMember 2019-09-30 0001674862 us-gaap:ForeignCountryMember 2016-10-01 2017-09-30 0001674862 us-gaap:StateAndLocalJurisdictionMember 2016-10-01 2017-09-30 0001674862 ash:ConsumerMarketsMember 2016-10-01 2017-09-30 0001674862 ash:ConsumerMarketsMember 2017-10-01 2018-09-30 0001674862 us-gaap:DomesticCountryMember 2016-10-01 2017-09-30 0001674862 2015-10-01 2016-09-30 0001674862 ash:TransitionTaxMember 2018-10-01 2019-09-30 0001674862 us-gaap:DomesticCountryMember 2017-10-01 2018-09-30 0001674862 us-gaap:StateAndLocalJurisdictionMember 2018-10-01 2019-09-30 0001674862 us-gaap:ForeignCountryMember 2018-10-01 2019-09-30 0001674862 ash:GlobalIntangibleLowTaxedIncomeMember 2018-10-01 2019-09-30 0001674862 ash:ConsumerMarketsMember 2019-09-30 0001674862 ash:ConsumerMarketsMember 2018-09-30 0001674862 ash:AmendmentsToPlanMember us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2016-10-01 2017-09-30 0001674862 ash:AmendmentsToPlanMember us-gaap:ForeignPlanMember 2018-10-01 2019-09-30 0001674862 ash:INEOSEnterprisesMember 2018-10-01 2019-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember 2018-10-01 2019-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember 2017-10-01 2018-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember 2016-10-01 2017-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2018-10-01 2019-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2017-10-01 2018-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2016-10-01 2017-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember 2019-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember 2018-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2019-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2018-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember us-gaap:SegmentContinuingOperationsMember 2018-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember us-gaap:SegmentContinuingOperationsMember 2017-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember us-gaap:SegmentContinuingOperationsMember 2018-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember us-gaap:SegmentContinuingOperationsMember 2017-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember us-gaap:SegmentContinuingOperationsMember 2018-10-01 2019-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember us-gaap:SegmentContinuingOperationsMember 2017-10-01 2018-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember us-gaap:SegmentContinuingOperationsMember 2018-10-01 2019-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember us-gaap:SegmentContinuingOperationsMember 2017-10-01 2018-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember us-gaap:SegmentContinuingOperationsMember 2019-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember us-gaap:SegmentContinuingOperationsMember 2019-09-30 0001674862 ash:USBenefitPlansMember 2018-10-01 2019-09-30 0001674862 ash:USBenefitPlansMember 2017-10-01 2018-09-30 0001674862 us-gaap:CashAndCashEquivalentsMember 2019-09-30 0001674862 us-gaap:CashAndCashEquivalentsMember us-gaap:FairValueInputsLevel1Member 2019-09-30 0001674862 us-gaap:CashAndCashEquivalentsMember us-gaap:FairValueInputsLevel2Member 2019-09-30 0001674862 us-gaap:CashAndCashEquivalentsMember us-gaap:FairValueInputsLevel3Member 2019-09-30 0001674862 us-gaap:USGovernmentDebtSecuritiesMember 2019-09-30 0001674862 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2019-09-30 0001674862 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member 2019-09-30 0001674862 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2019-09-30 0001674862 ash:OtherGovernmentSecuritiesMember 2019-09-30 0001674862 ash:OtherGovernmentSecuritiesMember us-gaap:FairValueInputsLevel1Member 2019-09-30 0001674862 ash:OtherGovernmentSecuritiesMember us-gaap:FairValueInputsLevel2Member 2019-09-30 0001674862 ash:OtherGovernmentSecuritiesMember us-gaap:FairValueInputsLevel3Member 2019-09-30 0001674862 us-gaap:CorporateDebtSecuritiesMember 2019-09-30 0001674862 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2019-09-30 0001674862 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member 2019-09-30 0001674862 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2019-09-30 0001674862 ash:ListedRealAssetsMember 2019-09-30 0001674862 ash:ListedRealAssetsMember us-gaap:FairValueInputsLevel1Member 2019-09-30 0001674862 ash:ListedRealAssetsMember us-gaap:FairValueInputsLevel2Member 2019-09-30 0001674862 ash:ListedRealAssetsMember us-gaap:FairValueInputsLevel3Member 2019-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember 2019-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2019-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2019-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2019-09-30 0001674862 us-gaap:EquitySecuritiesMember 2019-09-30 0001674862 us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel1Member 2019-09-30 0001674862 us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel2Member 2019-09-30 0001674862 us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel3Member 2019-09-30 0001674862 ash:InsuranceContractsMember 2019-09-30 0001674862 ash:InsuranceContractsMember us-gaap:FairValueInputsLevel1Member 2019-09-30 0001674862 ash:InsuranceContractsMember us-gaap:FairValueInputsLevel2Member 2019-09-30 0001674862 ash:InsuranceContractsMember us-gaap:FairValueInputsLevel3Member 2019-09-30 0001674862 us-gaap:FairValueInputsLevel1Member 2019-09-30 0001674862 us-gaap:FairValueInputsLevel2Member 2019-09-30 0001674862 us-gaap:FairValueInputsLevel3Member 2019-09-30 0001674862 us-gaap:CashAndCashEquivalentsMember 2018-09-30 0001674862 us-gaap:CashAndCashEquivalentsMember us-gaap:FairValueInputsLevel1Member 2018-09-30 0001674862 us-gaap:CashAndCashEquivalentsMember us-gaap:FairValueInputsLevel2Member 2018-09-30 0001674862 us-gaap:CashAndCashEquivalentsMember us-gaap:FairValueInputsLevel3Member 2018-09-30 0001674862 us-gaap:USGovernmentDebtSecuritiesMember 2018-09-30 0001674862 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2018-09-30 0001674862 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member 2018-09-30 0001674862 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2018-09-30 0001674862 ash:OtherGovernmentSecuritiesMember 2018-09-30 0001674862 ash:OtherGovernmentSecuritiesMember us-gaap:FairValueInputsLevel1Member 2018-09-30 0001674862 ash:OtherGovernmentSecuritiesMember us-gaap:FairValueInputsLevel2Member 2018-09-30 0001674862 ash:OtherGovernmentSecuritiesMember us-gaap:FairValueInputsLevel3Member 2018-09-30 0001674862 us-gaap:CorporateDebtSecuritiesMember 2018-09-30 0001674862 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2018-09-30 0001674862 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member 2018-09-30 0001674862 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2018-09-30 0001674862 ash:ListedRealAssetsMember 2018-09-30 0001674862 ash:ListedRealAssetsMember us-gaap:FairValueInputsLevel1Member 2018-09-30 0001674862 ash:ListedRealAssetsMember us-gaap:FairValueInputsLevel2Member 2018-09-30 0001674862 ash:ListedRealAssetsMember us-gaap:FairValueInputsLevel3Member 2018-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember 2018-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2018-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2018-09-30 0001674862 us-gaap:AssetBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2018-09-30 0001674862 us-gaap:EquitySecuritiesMember 2018-09-30 0001674862 us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel1Member 2018-09-30 0001674862 us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel2Member 2018-09-30 0001674862 us-gaap:EquitySecuritiesMember us-gaap:FairValueInputsLevel3Member 2018-09-30 0001674862 ash:InsuranceContractsMember 2018-09-30 0001674862 ash:InsuranceContractsMember us-gaap:FairValueInputsLevel1Member 2018-09-30 0001674862 ash:InsuranceContractsMember us-gaap:FairValueInputsLevel2Member 2018-09-30 0001674862 ash:InsuranceContractsMember us-gaap:FairValueInputsLevel3Member 2018-09-30 0001674862 us-gaap:FairValueInputsLevel1Member 2018-09-30 0001674862 us-gaap:FairValueInputsLevel2Member 2018-09-30 0001674862 us-gaap:FairValueInputsLevel3Member 2018-09-30 0001674862 us-gaap:EquitySecuritiesMember srt:MinimumMember 2019-09-30 0001674862 us-gaap:DebtSecuritiesMember srt:MinimumMember 2019-09-30 0001674862 us-gaap:OtherDebtSecuritiesMember srt:MinimumMember 2019-09-30 0001674862 us-gaap:EquitySecuritiesMember srt:MaximumMember 2019-09-30 0001674862 us-gaap:DebtSecuritiesMember srt:MaximumMember 2019-09-30 0001674862 us-gaap:OtherDebtSecuritiesMember srt:MaximumMember 2019-09-30 0001674862 us-gaap:DebtSecuritiesMember 2019-09-30 0001674862 us-gaap:OtherDebtSecuritiesMember 2019-09-30 0001674862 us-gaap:DebtSecuritiesMember 2018-09-30 0001674862 us-gaap:OtherDebtSecuritiesMember 2018-09-30 0001674862 country:US 2018-10-01 2019-09-30 0001674862 country:US 2017-10-01 2018-09-30 0001674862 us-gaap:ForeignPlanMember 2018-10-01 2019-09-30 0001674862 us-gaap:ForeignPlanMember 2017-10-01 2018-09-30 0001674862 country:US 2019-09-30 0001674862 us-gaap:ForeignPlanMember 2019-09-30 0001674862 us-gaap:PensionPlansDefinedBenefitMember ash:ConsumerMarketsMember 2019-09-30 0001674862 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember ash:ConsumerMarketsMember 2019-09-30 0001674862 us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember 2018-10-01 2019-09-30 0001674862 us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember 2017-10-01 2018-09-30 0001674862 us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember 2016-10-01 2017-09-30 0001674862 us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember 2019-09-30 0001674862 us-gaap:OtherPensionPlansPostretirementOrSupplementalPlansDefinedBenefitMember 2018-09-30 ash:Claim 0001674862 ash:AshlandGlobalHoldingsIncMember 2018-09-30 0001674862 ash:AshlandGlobalHoldingsIncMember 2017-09-30 0001674862 ash:AshlandGlobalHoldingsIncMember 2016-09-30 0001674862 ash:AshlandGlobalHoldingsIncMember 2017-10-01 2018-09-30 0001674862 ash:AshlandGlobalHoldingsIncMember 2016-10-01 2017-09-30 0001674862 ash:AshlandGlobalHoldingsIncMember 2019-09-30 0001674862 ash:AshlandGlobalHoldingsIncMember us-gaap:OtherCurrentLiabilitiesMember 2019-09-30 0001674862 ash:AshlandGlobalHoldingsIncMember us-gaap:OtherCurrentLiabilitiesMember 2018-09-30 0001674862 us-gaap:AccountsReceivableMember ash:AshlandGlobalHoldingsIncMember 2019-09-30 0001674862 us-gaap:AccountsReceivableMember ash:AshlandGlobalHoldingsIncMember 2018-09-30 0001674862 ash:HerculesLimitedLiabilityCompanyMember 2018-09-30 0001674862 ash:HerculesLimitedLiabilityCompanyMember 2017-09-30 0001674862 ash:HerculesLimitedLiabilityCompanyMember 2016-09-30 0001674862 ash:HerculesLimitedLiabilityCompanyMember 2017-10-01 2018-09-30 0001674862 ash:HerculesLimitedLiabilityCompanyMember 2016-10-01 2017-09-30 0001674862 ash:HerculesLimitedLiabilityCompanyMember 2019-09-30 0001674862 ash:HerculesLimitedLiabilityCompanyMember us-gaap:OtherCurrentLiabilitiesMember 2019-09-30 0001674862 ash:HerculesLimitedLiabilityCompanyMember us-gaap:OtherCurrentLiabilitiesMember 2018-09-30 0001674862 srt:MinimumMember 2018-10-01 2019-09-30 0001674862 srt:MaximumMember 2018-10-01 2019-09-30 ash:WasteTreatmentorDisposalSite ash:ServiceStationProperty 0001674862 ash:TwoThousandEighteenStockRepurchaseProgramMember 2018-03-31 0001674862 ash:TwoThousandEighteenStockRepurchaseProgramMember 2019-09-30 0001674862 ash:A2019AcceleratedShareRepurchaseAgreementMember 2018-10-01 2019-09-30 0001674862 ash:A2019AcceleratedShareRepurchaseAgreementMember 2019-05-01 2019-05-31 0001674862 2019-07-01 2019-09-30 0001674862 2018-07-01 2018-09-30 0001674862 2019-04-01 2019-06-30 0001674862 2018-04-01 2018-06-30 0001674862 2017-10-01 2017-12-31 0001674862 2018-01-01 2018-03-31 0001674862 2017-04-01 2017-06-30 0001674862 2017-07-01 2017-09-30 0001674862 2017-01-01 2017-03-31 0001674862 2016-10-01 2016-12-31 0001674862 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2018-09-30 0001674862 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2017-09-30 0001674862 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2016-09-30 0001674862 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2018-10-01 2019-09-30 0001674862 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2017-10-01 2018-09-30 0001674862 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2016-10-01 2017-09-30 0001674862 us-gaap:CommonStockIncludingAdditionalPaidInCapitalMember 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember 2017-10-01 2018-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember 2016-10-01 2017-09-30 0001674862 us-gaap:StockCompensationPlanMember 2017-10-01 2018-09-30 0001674862 us-gaap:StockCompensationPlanMember 2016-10-01 2017-09-30 0001674862 us-gaap:PerformanceSharesMember 2017-10-01 2018-09-30 0001674862 us-gaap:PerformanceSharesMember 2016-10-01 2017-09-30 0001674862 ash:CashSettledNonvestedStockAwardsMember 2018-10-01 2019-09-30 0001674862 ash:CashSettledPerformanceSharesMember 2018-10-01 2019-09-30 0001674862 ash:CashSettledNonvestedStockAwardsMember 2017-10-01 2018-09-30 0001674862 ash:CashSettledPerformanceSharesMember 2017-10-01 2018-09-30 0001674862 ash:CashSettledNonvestedStockAwardsMember 2016-10-01 2017-09-30 0001674862 ash:CashSettledPerformanceSharesMember 2016-10-01 2017-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember srt:MinimumMember 2018-10-01 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember srt:MaximumMember 2018-10-01 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember 2018-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember 2017-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember 2016-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember ash:ExercisePriceRange1Member 2018-10-01 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember ash:ExercisePriceRange2Member 2018-10-01 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember ash:ExercisePriceRange3Member 2018-10-01 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember ash:ExercisePriceRange4Member 2018-10-01 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember ash:ExercisePriceRange1Member 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember ash:ExercisePriceRange2Member 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember ash:ExercisePriceRange3Member 2019-09-30 0001674862 us-gaap:StockAppreciationRightsSARSMember ash:ExercisePriceRange4Member 2019-09-30 0001674862 us-gaap:StockCompensationPlanMember srt:MinimumMember 2018-10-01 2019-09-30 0001674862 us-gaap:StockCompensationPlanMember srt:MaximumMember 2018-10-01 2019-09-30 0001674862 us-gaap:StockCompensationPlanMember 2018-09-30 0001674862 us-gaap:StockCompensationPlanMember 2017-09-30 0001674862 us-gaap:StockCompensationPlanMember 2016-09-30 0001674862 us-gaap:StockCompensationPlanMember 2019-09-30 0001674862 us-gaap:RestrictedStockMember 2015-10-01 2016-09-30 0001674862 us-gaap:RestrictedStockMember 2019-09-30 0001674862 us-gaap:RestrictedStockMember 2018-10-01 2019-09-30 0001674862 us-gaap:RestrictedStockMember 2017-10-01 2018-09-30 0001674862 us-gaap:RestrictedStockMember 2016-10-01 2017-09-30 0001674862 us-gaap:RestrictedStockMember srt:MaximumMember 2019-09-30 0001674862 ash:CashSettledNonvestedStockAwardsMember 2019-09-30 0001674862 us-gaap:PerformanceSharesMember 2019-09-30 0001674862 us-gaap:PerformanceSharesMember 2018-09-30 0001674862 us-gaap:PerformanceSharesMember 2017-09-30 0001674862 us-gaap:PerformanceSharesMember 2016-09-30 0001674862 us-gaap:PerformanceSharesMember ash:TotalShareholderReturnMember 2016-10-01 2017-09-30 0001674862 us-gaap:TradeAccountsReceivableMember 2019-09-30 0001674862 us-gaap:TradeAccountsReceivableMember 2018-09-30 0001674862 srt:NorthAmericaMember ash:SpecialtyIngredientsMember 2018-10-01 2019-09-30 0001674862 srt:NorthAmericaMember ash:SpecialtyIngredientsMember 2017-10-01 2018-09-30 0001674862 srt:NorthAmericaMember ash:SpecialtyIngredientsMember 2016-10-01 2017-09-30 0001674862 srt:NorthAmericaMember ash:IntermediatesAndSolventsMember 2018-10-01 2019-09-30 0001674862 srt:NorthAmericaMember ash:IntermediatesAndSolventsMember 2017-10-01 2018-09-30 0001674862 srt:NorthAmericaMember ash:IntermediatesAndSolventsMember 2016-10-01 2017-09-30 0001674862 srt:EuropeMember ash:SpecialtyIngredientsMember 2018-10-01 2019-09-30 0001674862 srt:EuropeMember ash:SpecialtyIngredientsMember 2017-10-01 2018-09-30 0001674862 srt:EuropeMember ash:SpecialtyIngredientsMember 2016-10-01 2017-09-30 0001674862 srt:EuropeMember ash:IntermediatesAndSolventsMember 2018-10-01 2019-09-30 0001674862 srt:EuropeMember ash:IntermediatesAndSolventsMember 2017-10-01 2018-09-30 0001674862 srt:EuropeMember ash:IntermediatesAndSolventsMember 2016-10-01 2017-09-30 0001674862 srt:AsiaPacificMember ash:SpecialtyIngredientsMember 2018-10-01 2019-09-30 0001674862 srt:AsiaPacificMember ash:SpecialtyIngredientsMember 2017-10-01 2018-09-30 0001674862 srt:AsiaPacificMember ash:SpecialtyIngredientsMember 2016-10-01 2017-09-30 0001674862 srt:AsiaPacificMember ash:IntermediatesAndSolventsMember 2018-10-01 2019-09-30 0001674862 srt:AsiaPacificMember ash:IntermediatesAndSolventsMember 2017-10-01 2018-09-30 0001674862 srt:AsiaPacificMember ash:IntermediatesAndSolventsMember 2016-10-01 2017-09-30 0001674862 ash:LatinAmericaAndOtherMember ash:SpecialtyIngredientsMember 2018-10-01 2019-09-30 0001674862 ash:LatinAmericaAndOtherMember ash:SpecialtyIngredientsMember 2017-10-01 2018-09-30 0001674862 ash:LatinAmericaAndOtherMember ash:SpecialtyIngredientsMember 2016-10-01 2017-09-30 0001674862 ash:LatinAmericaAndOtherMember ash:IntermediatesAndSolventsMember 2018-10-01 2019-09-30 0001674862 ash:LatinAmericaAndOtherMember ash:IntermediatesAndSolventsMember 2017-10-01 2018-09-30 0001674862 ash:LatinAmericaAndOtherMember ash:IntermediatesAndSolventsMember 2016-10-01 2017-09-30 0001674862 ash:SpecialtyIngredientsMember 2016-10-01 2017-09-30 0001674862 ash:IntermediatesAndSolventsMember 2016-10-01 2017-09-30 0001674862 ash:SpecialtyIngredientsMember ash:CellulosicsMember 2018-10-01 2019-09-30 0001674862 ash:SpecialtyIngredientsMember ash:CellulosicsMember 2017-10-01 2018-09-30 0001674862 ash:SpecialtyIngredientsMember ash:CellulosicsMember 2016-10-01 2017-09-30 0001674862 ash:SpecialtyIngredientsMember ash:PolyvinylpyrrolidonesMember 2018-10-01 2019-09-30 0001674862 ash:SpecialtyIngredientsMember ash:PolyvinylpyrrolidonesMember 2017-10-01 2018-09-30 0001674862 ash:SpecialtyIngredientsMember ash:PolyvinylpyrrolidonesMember 2016-10-01 2017-09-30 0001674862 ash:SpecialtyIngredientsMember ash:AdhesivesMember 2018-10-01 2019-09-30 0001674862 ash:SpecialtyIngredientsMember ash:AdhesivesMember 2017-10-01 2018-09-30 0001674862 ash:SpecialtyIngredientsMember ash:AdhesivesMember 2016-10-01 2017-09-30 0001674862 ash:SpecialtyIngredientsMember ash:ActivesMember 2018-10-01 2019-09-30 0001674862 ash:SpecialtyIngredientsMember ash:ActivesMember 2017-10-01 2018-09-30 0001674862 ash:SpecialtyIngredientsMember ash:ActivesMember 2016-10-01 2017-09-30 0001674862 ash:SpecialtyIngredientsMember ash:VinylEthersMember 2018-10-01 2019-09-30 0001674862 ash:SpecialtyIngredientsMember ash:VinylEthersMember 2017-10-01 2018-09-30 0001674862 ash:SpecialtyIngredientsMember ash:VinylEthersMember 2016-10-01 2017-09-30 0001674862 ash:SpecialtyIngredientsMember ash:PharmachemMember 2018-10-01 2019-09-30 0001674862 ash:SpecialtyIngredientsMember ash:PharmachemMember 2017-10-01 2018-09-30 0001674862 ash:SpecialtyIngredientsMember ash:PharmachemMember 2016-10-01 2017-09-30 0001674862 ash:SpecialtyIngredientsMember ash:OtherProductsMember 2018-10-01 2019-09-30 0001674862 ash:SpecialtyIngredientsMember ash:OtherProductsMember 2017-10-01 2018-09-30 0001674862 ash:SpecialtyIngredientsMember ash:OtherProductsMember 2016-10-01 2017-09-30 0001674862 ash:IntermediatesAndSolventsMember ash:DerivativesMember 2018-10-01 2019-09-30 0001674862 ash:IntermediatesAndSolventsMember ash:DerivativesMember 2017-10-01 2018-09-30 0001674862 ash:IntermediatesAndSolventsMember ash:DerivativesMember 2016-10-01 2017-09-30 0001674862 ash:IntermediatesAndSolventsMember ash:ButanediolMember 2018-10-01 2019-09-30 0001674862 ash:IntermediatesAndSolventsMember ash:ButanediolMember 2017-10-01 2018-09-30 0001674862 ash:IntermediatesAndSolventsMember ash:ButanediolMember 2016-10-01 2017-09-30 0001674862 country:US 2018-10-01 2019-09-30 0001674862 us-gaap:NonUsMember 2018-10-01 2019-09-30 0001674862 country:US 2017-10-01 2018-09-30 0001674862 us-gaap:NonUsMember 2017-10-01 2018-09-30 0001674862 country:US 2016-10-01 2017-09-30 0001674862 us-gaap:NonUsMember 2016-10-01 2017-09-30 0001674862 country:US 2019-09-30 0001674862 us-gaap:NonUsMember 2019-09-30 0001674862 country:US 2018-09-30 0001674862 us-gaap:NonUsMember 2018-09-30 0001674862 ash:UnallocatedAndOtherMember 2018-10-01 2019-09-30 0001674862 ash:UnallocatedAndOtherMember 2017-10-01 2018-09-30 0001674862 ash:UnallocatedAndOtherMember 2016-10-01 2017-09-30 0001674862 ash:UnallocatedAndOtherMember 2019-09-30 0001674862 ash:UnallocatedAndOtherMember 2018-09-30 0001674862 ash:UnallocatedAndOtherMember 2017-09-30 0001674862 ash:SpecialtyIngredientsMember us-gaap:SegmentContinuingOperationsMember 2018-10-01 2019-09-30 0001674862 ash:SpecialtyIngredientsMember us-gaap:SegmentContinuingOperationsMember 2017-10-01 2018-09-30 0001674862 ash:SpecialtyIngredientsMember us-gaap:SegmentContinuingOperationsMember 2016-10-01 2017-09-30 0001674862 ash:IntermediatesAndSolventsMember us-gaap:SegmentContinuingOperationsMember 2018-10-01 2019-09-30 0001674862 ash:IntermediatesAndSolventsMember us-gaap:SegmentContinuingOperationsMember 2017-10-01 2018-09-30 0001674862 ash:IntermediatesAndSolventsMember us-gaap:SegmentContinuingOperationsMember 2016-10-01 2017-09-30 0001674862 ash:UnallocatedAndOtherMember us-gaap:SegmentContinuingOperationsMember 2018-10-01 2019-09-30 0001674862 ash:UnallocatedAndOtherMember us-gaap:SegmentContinuingOperationsMember 2017-10-01 2018-09-30 0001674862 ash:UnallocatedAndOtherMember us-gaap:SegmentContinuingOperationsMember 2016-10-01 2017-09-30 0001674862 us-gaap:SegmentContinuingOperationsMember 2018-10-01 2019-09-30 0001674862 us-gaap:SegmentContinuingOperationsMember 2017-10-01 2018-09-30 0001674862 us-gaap:SegmentContinuingOperationsMember 2016-10-01 2017-09-30 0001674862 ash:SpecialtyIngredientsMember us-gaap:SegmentContinuingOperationsMember 2019-09-30 0001674862 ash:SpecialtyIngredientsMember us-gaap:SegmentContinuingOperationsMember 2018-09-30 0001674862 ash:SpecialtyIngredientsMember us-gaap:SegmentContinuingOperationsMember 2017-09-30 0001674862 ash:IntermediatesAndSolventsMember us-gaap:SegmentContinuingOperationsMember 2019-09-30 0001674862 ash:IntermediatesAndSolventsMember us-gaap:SegmentContinuingOperationsMember 2018-09-30 0001674862 ash:IntermediatesAndSolventsMember us-gaap:SegmentContinuingOperationsMember 2017-09-30 0001674862 ash:UnallocatedAndOtherMember us-gaap:SegmentContinuingOperationsMember 2019-09-30 0001674862 ash:UnallocatedAndOtherMember us-gaap:SegmentContinuingOperationsMember 2018-09-30 0001674862 ash:UnallocatedAndOtherMember us-gaap:SegmentContinuingOperationsMember 2017-09-30 0001674862 us-gaap:SegmentContinuingOperationsMember 2019-09-30 0001674862 us-gaap:SegmentContinuingOperationsMember 2018-09-30 0001674862 us-gaap:SegmentContinuingOperationsMember 2017-09-30 0001674862 us-gaap:DamageFromFireExplosionOrOtherHazardMember country:IL us-gaap:SubsequentEventMember 2019-11-19 2019-11-19 ash:Defendant 0001674862 us-gaap:DamageFromFireExplosionOrOtherHazardMember country:IL us-gaap:SubsequentEventMember 2019-11-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 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.

 

Delaware

(State or other jurisdiction of incorporation or organization)

81-2587835

(I.R.S. Employer Identification No.)

 

50 E. RiverCenter Boulevard

Covington, Kentucky 41011

Telephone Number (859) 815-3333

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $.01 per share

ASH

New York Stock Exchange

 

Securities Registered Pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes      No  

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  

 

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer  

Smaller Reporting Company  

Emerging Growth Company  

 

 

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

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

At March 31, 2019, the aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $4,880,568,000.    In determining this amount, the Registrant has assumed that its directors and executive officers are affiliates. Such assumption shall not be deemed conclusive for any other purpose.

At October 31, 2019, there were 60,183,754 shares of Registrant’s common stock outstanding.

Documents Incorporated by Reference

Portions of Registrant’s Proxy Statement (Proxy Statement) for its Annual Meeting of Stockholders are incorporated by reference into Part III of this annual report on Form 10-K to the extent described herein.

 

 

 

 


 

TABLE OF CONTENTS

 

 

 

 

Page

PART I

 

 

 

 

Item 1.

Business

1

 

 

General

1

 

 

Specialty Ingredients

2

 

 

Intermediate and Solvents

4

 

 

Miscellaneous

4

 

Item 1A.

Risk Factors

7

 

Item 1B.

Unresolved Staff Comments

15

 

Item 2.

Properties

16

 

Item 3.

Legal Proceedings

16

 

Item 4.

Mine Safety Disclosures

18

 

Item X.

Information about our Executive Officers

18

 

 

 

 

PART II

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

20

 

Item 6.

Selected Financial Data

21

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

21

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

21

 

Item 8.

Financial Statements and Supplementary Data

22

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

22

 

Item 9A.

Controls and Procedures

22

 

Item 9B.

Other Information

22

 

 

 

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

23

 

Item 11.

Executive Compensation

23

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

23

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

25

 

Item 14.

Principal Accounting Fees and Services

25

 

 

 

 

PART IV

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

26

 

Item 16.  

Form 10-K Summary

33

 

 


 

PART I

ITEM 1. BUSINESS

GENERAL

Ashland Global Holdings Inc. is a Delaware corporation, with its principal executive offices located at 50 E. RiverCenter Boulevard, Covington, Kentucky 41011 (Telephone: (859) 815-3333). Ashland Global Holdings Inc. was incorporated in 2016 as the successor to a Kentucky corporation named Ashland Inc. organized in 2004 (now known as Ashland LLC), which was itself organized as the successor to a Kentucky corporation of the same name organized in 1936. The new holding company structure was put in place to allow Ashland Inc. to reincorporate in Delaware and to help facilitate the separation of the Valvoline business from the specialty chemicals businesses, creating two independent, publicly held companies (the Reorganization). As a result of the Reorganization, Ashland Global Holdings Inc. replaced Ashland Inc. as the publicly held corporation, and Ashland Inc. was converted to a Kentucky limited liability company and is now an indirect, wholly owned subsidiary of Ashland Global Holdings Inc. The terms “Ashland” and the “Company” as used herein include Ashland Global Holdings Inc., its predecessors and its consolidated subsidiaries, except where the context indicates otherwise. As a result of the Reorganization, Ashland is the successor issuer to Ashland Inc. pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the Exchange Act) and files periodic and other reports required by the Exchange Act.  Effective January 1, 2020, Ashland will move its headquarters and principal executive offices to 8145 Blazer Drive, Wilmington, Delaware 19808.

Ashland is a global leader in providing specialty chemical solutions to customers in a wide range of consumer and industrial markets, including adhesives, architectural coatings, construction, energy, food and beverage, nutraceuticals, personal care and pharmaceutical. With approximately 4,700 employees worldwide, Ashland serves customers in more than 100 countries.

On August 30, 2019, Ashland closed the sale of its Composites segment (excluding the Maleic business) and its Intermediates and Solvents facility in Marl, Germany to INEOS Enterprises in a transaction valued at $1.015 billion.  Subsequent to completing the Composites disposition during the current year, Ashland’s operations are now managed in the following two reportable segments: Specialty Ingredients and Intermediates and Solvents.

Specialty Ingredients is a global leader in cellulose ethers, vinyl pyrrolidones and biofunctionals. It offers industry-leading products, technologies and resources for solving formulation and product-performance challenges. Specialty Ingredients uses natural, synthetic and semisynthetic polymers derived from cellulose ethers, vinyl pyrrolidones, acrylic polymers, polyester and polyurethane-based adhesives, and plant and seed extract. Specialty Ingredients’ end markets offer comprehensive and innovative solutions for today’s demanding consumer and industrial applications. Key customers include: pharmaceutical companies; makers of personal care products; food and beverage manufacturers; makers of nutraceuticals and supplements; manufacturers of paint, coatings and construction materials; packaging and converting companies; and oilfield service companies.

Intermediates and Solvents is a leading producer of 1,4 butanediol (BDO) and related derivatives, including n-methylpyrrolidone. These products are used as chemical intermediates in the production of engineering polymers and polyurethanes, and as specialty process solvents in a wide array of applications including electronics, pharmaceuticals, water filtration membranes and more. Butanediol is also supplied to Ashland’s Specialty Ingredients business for use as a raw material.

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

1


 

Available Information - Ashland’s Internet address is http://www.ashland.com. On this website, Ashland makes available, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as well as any beneficial ownership reports of officers and directors filed on Forms 3, 4 and 5. All such reports are available as soon as reasonably practicable after they are electronically filed with, or electronically furnished to, the Securities and Exchange Commission (SEC). Ashland also makes available, free of charge on its website, its Corporate Governance Guidelines, Board Committee Charters, Director Independence Standards and global code of conduct that applies to Ashland’s directors, officers and employees. These documents are also available in print to any stockholder who requests them. Information contained on Ashland’s website is not part of this annual report on Form 10-K and is not incorporated by reference in this document. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

SPECIALTY INGREDIENTS

Specialty Ingredients offers industry-leading products, technologies and resources for solving formulation and product-performance challenges. Using natural, synthetic and semisynthetic polymers derived from cellulose ethers, vinyl pyrrolidones, acrylic polymers, polyester and polyurethane-based adhesives, and plant and seed extract, Specialty Ingredients offers comprehensive and innovative solutions for consumer and industrial applications.

Key customers include pharmaceutical companies; makers of personal care products; food and beverage manufacturers; makers of nutraceuticals and supplements; manufacturers of paint, coatings and construction materials; packaging and converting companies; and oilfield service companies. Certain customer relationships are significant, and the loss of any one of those customers could have a material adverse effect on the Specialty Ingredients reportable segment.

Specialty Ingredients’ areas of expertise include: organic and synthetic chemistry, polymer chemistry, surface and colloid science, rheology, structural analysis and microbiology.

Specialty Ingredients’ solutions provide an array of properties, including: thickening and rheology control, water retention, adhesive strength, binding power, film formation, conditioning and deposition, colloid stabilization and suspension.

Specialty Ingredients is composed of various end use markets. Many of the products of the end markets are produced in shared manufacturing facilities, to better manage capacity and achieve desired returns.

Oral Care - Specialty Ingredients’ portfolio of oral care products delivers active ingredients in toothpaste and mouthwashes; provides bioadhesive functionality for dentures; delivers flavor, texture and other functional properties; and provides product binding to ensure form and function throughout product lifecycle.

Hair Care - Specialty Ingredients’ portfolio of hair care products includes advanced styling polymers, fixatives, conditioning polymers, emulsifiers, preservatives and rheology modifiers.

Skin Care - Specialty Ingredients’ portfolio of ingredients and solutions for skin care, sun care, and cosmetics, with a focus on natural and sustainable solutions. Ashland Skin Care is a leader in organic UV filters, biofunctional actives, preservatives, and specialty polymers to provide functionality such as water resistance and rheology. Our natural ingredients include a wide range of cellulose, guar, and cassia derivatives; unique active ingredients derived from botanical sources using exclusive Ashland technologies such as Zeta Fraction and PSR technology; emollients based on natural chemistries; encapsulation technology derived from alginates; and efficacious preservative blends inspired by nature.

Home Care - Specialty Ingredients’ portfolio of products and technologies is used in many types of cleaning and fragrance applications, including fabric care, home care and dishwashing. Specialty Ingredients’ products are used in a variety of applications for viscosity enhancement, particle suspension, rheology modification, stabilization and fragrance enhancement.

2


 

Health and Wellness - Specialty Ingredients is a leading supplier of excipients and tablet coating systems to the pharmaceutical and nutraceutical industries. Excipients include a comprehensive range of polymers for use as tablet binders, superdisintegrants, sustained-release agents and drug solubilizers, as well as a variety of coating formulations for immediate, delayed, and sustained release applications. The portfolio also includes branded and proprietary nutraceutical ingredients and expertise in nutraceutical formulation, particle engineering and contract manufacturing. Its nutrition portfolio provides functional benefits in areas such as thickening, texture control, thermal gelation, structure enhancement, water binding, clarification and stabilization. Its core products include cellulose gums and vinyl pyrrolidone polymers which are used in a wide range of offerings for bakery, beverage, dairy, desserts, meat products, pet food, prepared foods, sauces and savory products.

Adhesives - Specialty Ingredients manufactures and sells adhesive solutions to the packaging and converting, building and construction, and transportation markets and manufactures and markets specialty coatings and adhesive solutions for use across multiple industries. Key technologies and markets include: acrylic polymers for pressure-sensitive adhesives; urethane adhesive for flexible packaging applications; aqueous and radiation-curable adhesives and specialty coatings for printing and converting applications; emulsion polymer isocyanate adhesives for structural wood bonding; elastomeric polymer adhesives for commercial roofing applications; acrylic, polyurethane and epoxy structural adhesives for bonding fiberglass reinforced plastics, composites, thermoplastics and metals in automotive, marine, recreational and industrial applications; specialty phenolic resins for paper impregnation and friction material bonding. Adhesive’s products provide an array of functional properties including high-strength bonding, ease and speed of product assembly, heat and moisture resistance and design flexibility.

Coatings - Specialty Ingredients is a recognized leader in rheology solutions for waterborne architectural paint and coatings. Products include hydroxyethylcellulose (HEC), which provides thickening and application properties for interior and exterior paints, and nonionic synthetic associative thickeners (NSATs), which are APEO-free liquid synthetics for high-performance paint and industrial coatings. The Coatings Specialties market complements its rheology offering with a broad portfolio of performance foam-control agents, surfactants and wetting agents, dispersants and pH neutralizers.

Construction - Specialty Ingredients is a major producer and supplier of cellulose ethers and companion products for the construction industry. These products control properties such as water retention, open time, workability, adhesion, stabilization, pumping, sag resistance, rheology, strength, appearance and performance in dry-mortar formulations.

Energy - Specialty Ingredients is a leading global manufacturer of synthetic- and cellulosic-based products for drilling fluids, oil-well cement slurries, completion and workover fluids, fracturing fluids and production chemicals. Energy Specialties offers the oil and gas industry solutions for drilling, stimulation, completion, cementing and production applications.

Performance - Specialty Ingredients provides products and services to over 30 industries. Ashland offers a broad spectrum of organo- and water-soluble polymers that are derived from both natural and synthetic resources. Product lines include derivatized cellulose polymers, synthetics, and vinyl pyrrolidone polymers that impart effective functionalities to serve a variety of industrial markets and specialized applications. Many of the products within Performance Specialties function as performance additives that deliver high levels of end-user value in formulated products. In other areas, such as plastics and textiles, Performance Specialties’ products function as a processing aid, improving the quality of end products and reducing manufacturing costs.

For fiscal 2019, the following Specialty Ingredients products were 10% or greater of Ashland’s total consolidated sales:

Product

% of Specialty Ingredients sales

% of Ashland total consolidated sales

Cellulosics

35%

34%

Polyvinylpyrrolidones (PVP)

17%

17%

3


 

Specialty Ingredients operates throughout the Americas, Europe and Asia Pacific. It has 45 manufacturing and lab facilities in ten countries which serve its various end markets and participates in one joint venture. Specialty Ingredients has manufacturing facilities in Huntsville, Alabama; Anaheim, California; Wilmington, Delaware; Calumet City, Illinois; Calvert City, Kentucky; Freetown, Massachusetts; Chatham, Kearny, Parlin, Paterson, S. Hackensack (two facilities) and Totowa, New Jersey; Monroe and Ossining, New York; Merry Hill, North Carolina; Ashland, Columbus, Dublin and Hilliard, Ohio; White City, Oregon; Piedmont and Summerville, South Carolina; Kenedy and Texas City, Texas; Hopewell, Virginia; and Menomonee Falls, Wisconsin within the United States and Doel-Beveren, Belgium; Cabreuva and Sao Paolo, Brazil; Nanjing and Shanghai, China; Alizay and Sophia Antipolis, France; Dusseldorf, Germany; Dublin, Ireland; Hyderabad and Mumbai, India; Mexico City and Tamaulipas, Mexico (two locations); Zwijndrecht, the Netherlands and Bradford, Kidderminster, Newton Aycliffe and Poole, United Kingdom.

Specialty Ingredients markets and distributes its products and services directly and through third-party distributors in the Americas, Europe, the Middle East, Africa and Asia Pacific.

INTERMEDIATES AND SOLVENTS

Intermediates and Solvents is a leading producer of 1,4 butanediol and related derivatives, including n-methylpyrrolidone. These products are used as chemical intermediates in the production of engineering polymers and polyurethanes, and as specialty process solvents in a wide array of applications including electronics, pharmaceuticals, water filtration membranes and more. Butanediol is also supplied to Ashland’s Specialty Ingredients business for use as a raw material.  On August 30, 2019, Ashland closed the sale of its Composites segment and the Intermediates and Solvents manufacturing facility in Marl, Germany.

Key customers include Ashland’s Specialty Ingredients business, general industrial manufacturers, plastics and polymers producers, pharmaceutical companies, agricultural firms and producers of electronic components and systems.

Intermediates and Solvents has a manufacturing facility in Lima, Ohio, while some derivatives are produced at Specialties Ingredients facilities in Texas City, Texas and Calvert City, Kentucky. Intermediates and Solvents’ markets and distributes its products directly and through third-party distributors in the Americas, Europe, and Asia Pacific.

MISCELLANEOUS

Environmental Matters

Ashland maintains a companywide environmental policy overseen by the Environmental, Health, Safety and Quality Committee of Ashland’s Board of Directors. Ashland’s Environmental, Health, Safety, Quality and Regulatory Affairs (EHSQ&RA) department has the responsibility to ensure that Ashland’s businesses worldwide maintain environmental compliance in accordance with applicable laws and regulations. This responsibility is carried out via training; widespread communication of EHSQ&RA policies; information and regulatory updates; formulation of relevant policies, procedures and work practices; design and implementation of EHSQ&RA management systems; internal auditing; monitoring of legislative and regulatory developments that may affect Ashland’s operations; assistance to the businesses in identifying compliance issues and opportunities for voluntary actions that go beyond compliance; and incident response planning and implementation.

Federal, state and local laws and regulations relating to the protection of the environment have a significant impact on how Ashland conducts its businesses. In addition, Ashland’s operations outside the United States are subject to the environmental laws of the countries in which they are located. These laws include regulation of air emissions and water discharges, waste handling, remediation and product inventory, registration and regulation. New laws and regulations may be enacted or adopted by various regulatory agencies globally. The costs of compliance with any new laws or regulations cannot be estimated until the manner in which they will be implemented has been more precisely defined.

4


 

At September 30, 2019, Ashland’s reserves for environmental remediation and related environmental litigation amounted to $186 million, reflecting Ashland’s best estimates of the most likely costs that will be incurred over an extended period to remediate identified conditions for which the costs are reasonably estimable, without regard to any third-party recoveries. Engineering studies, historical experience and other factors are used to identify and evaluate remediation alternatives and their related costs in determining the estimated reserves for environmental remediation. Environmental remediation reserves are subject to numerous inherent uncertainties that affect Ashland’s ability to estimate its share of the costs. Such uncertainties involve the nature and extent of contamination at each site, the extent of required cleanup efforts under existing environmental regulations, widely varying costs of alternate cleanup methods, changes in environmental regulations, the potential effect of continuing improvements in remediation technology and the number and financial strength of other potentially responsible parties at multiparty sites. Although it is not possible to predict with certainty the ultimate costs of environmental remediation, Ashland currently estimates that the upper end of the reasonably possible range of future costs for identified sites could be as high as approximately $440 million. No individual remediation location is significant, as the largest reserve for any site is 14% of the remediation reserve. Ashland regularly adjusts its reserves as environmental remediation continues. Environmental remediation expense, net of insurance receivables, amounted to $34 million in 2019, compared to $65 million in 2018 and $24 million in 2017.

Product Control, Registration and Inventory - Many of Ashland’s products and operations are subject to chemical control laws of the countries in which they are located. These laws include regulation of chemical substances and inventories under the Toxic Substances Control Act (TSCA) in the United States and the Registration, Evaluation and Authorization of Chemicals (REACH) regulation in Europe. Under REACH, additional testing requirements, documentation, risk assessments and registrations are occurring and will continue to occur and may adversely affect Ashland’s costs of products produced in or imported into the European Union. Examples of other product control regulations include right to know laws under the Global Harmonized System (GHS) for hazard communication, regulation of chemicals used in the manufacture of pharmaceuticals and personal care products and that contact food under the Food, Drug and Cosmetics Act in the United States, the Framework Regulation in Europe and other product control requirements for chemical weapons, drug precursors and import/export. New laws and regulations may be enacted or adopted by various regulatory agencies globally. The costs of compliance with any new laws or regulations cannot be estimated until the manner in which they will be implemented has been more precisely defined.

Remediation - Ashland currently operates, and in the past has operated, various facilities at which, during the normal course of business, releases of hazardous substances have occurred. Additionally, Ashland has known or alleged potential environmental liabilities at a number of third-party sites. Federal and state laws, including but not limited to the Resource Conservation and Recovery Act (RCRA), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and various other remediation laws, require that contamination caused by hazardous substance releases be assessed and, if necessary, remediated to meet applicable standards. Some of these laws also provide for liability for related damage to natural resources, and claims for alleged property and personal injury damage can also arise related to contaminated sites. Laws in other jurisdictions in which Ashland operates require that contamination caused by such releases at these sites be assessed and, if necessary, remediated to meet applicable standards.

Air - In the United States, the Clean Air Act (CAA) imposes stringent limits on facility air emissions, establishes a federally mandated operating permit program, allows for civil and criminal enforcement actions and sets limits on the volatile or toxic content of many types of industrial materials and consumer products. The CAA establishes national ambient air quality standards (NAAQS) with attainment deadlines and control requirements based on the severity of air pollution in a given geographical area. Various state clean air acts implement, complement and, in many instances, add to the requirements of the federal CAA. The requirements of the CAA and its state counterparts have a significant impact on the daily operation of Ashland’s businesses and, in many cases, on product formulation and other long-term business decisions. Other countries where Ashland operates also have laws and regulations relating to air quality. Ashland’s businesses maintain numerous permits and emission control devices pursuant to these clean air laws.

5


 

The United States Environmental Protection Agency (USEPA) has increased its frequency in reviewing the NAAQS. The USEPA has stringent standards for particulate matter, ozone and sulfur dioxide. Throughout 2019, state and local agencies continued to implement options for meeting the newest standards. Particulate matter strategies include dust control measures for construction sites and reductions in emission rates allowed for industrial operations. Options for ozone include emission controls for certain types of sources, reduced limits on the volatile organic compound content of industrial materials and consumer products, and requirements on the transportation sector. Most options for sulfur dioxide focus on coal and diesel fuel combustion sources. It is not possible at this time to estimate the potential financial impact that these newest standards may have on Ashland’s operations or products. Ashland will continue to monitor and evaluate these standards to meet these and all air quality requirements.

Solid Waste - Ashland’s businesses are subject to various laws relating to and establishing standards for the management of hazardous and solid waste. In the United States, Ashland’s facilities are subject to RCRA and its regulations governing generators of hazardous waste. Ashland has implemented systems to oversee compliance with the RCRA regulations. In addition to regulating current waste disposal practices, RCRA also addresses the environmental effects of certain past waste disposal operations, the recycling of wastes and the storage of regulated substances in underground tanks. Ashland has the remediation liability for certain facilities subject to these regulations. Other countries where Ashland operates also have laws and regulations relating to hazardous and solid waste, and Ashland has systems in place to oversee compliance.

Water - Ashland’s businesses maintain numerous discharge permits. In the United States, such permits may be required by the National Pollutant Discharge Elimination System of the Clean Water Act and similar state programs. Other countries have similar laws and regulations requiring permits and controls relating to water discharge.

Climate Change and Related Regulatory Developments - Ashland has been collecting energy use data and calculating greenhouse gas (GHG) emissions for many years. Ashland evaluates the potential impacts from both climate change and the anticipated GHG regulations to facilities, products and other business interests, as well as the strategies commonly considered by the industrial sector to reduce the potential impact of these risks. These risks are generally grouped as impacts from legislative, regulatory and international developments, impacts from business and investment trends and impacts to company assets from the physical effects of climate change. Current North American, European and other regional regulatory developments are not expected to have a material effect on Ashland’s operations, although some facilities are subject to promulgated rules. Business and investment trends are expected to drive an increase in the demand for products that improve energy efficiency, reduce energy use and increase the use of renewable resources. At this time, Ashland cannot estimate the impact of this expected demand increase to its businesses. Physical effects from climate change have the potential to affect Ashland’s assets in areas prone to sea level rise or extreme weather events much as they do the general public and other businesses. Due to the uncertainty of these matters, Ashland cannot estimate the impact at this time of GHG-related developments on its operations or financial condition.

Competition

Ashland competes in the highly fragmented specialty chemicals industry. The participants in the industry offer a varied and broad array of product lines designed to meet specific customer requirements. Participants compete with service and product offerings on a global, regional and/or local level subject to the nature of the businesses and products, as well as the end-markets and customers served. Competition is based on several key criteria, including product performance and quality, product price, product availability and security of supply, responsiveness of product development in cooperation with customers, customer service, industry knowledge and technical capability. Certain key competitors are significantly larger than Ashland and have greater financial resources, leading to greater operating and financial flexibility. The industry has become increasingly global as participants have focused on establishing and maintaining leadership positions outside of their home markets. Many of these segments’ product lines face domestic and international competition, because of industry consolidation, pricing pressures and competing technologies. To improve its competitive position, as Ashland narrows its focus on specialty chemicals, the company is building and more strongly leveraging the Ashland corporate brand as a differentiator to create value and better communicate the capabilities, promise and scale of the company, making it easier to introduce new product lines and applications.

6


 

Intellectual Property

Ashland has a broad intellectual property portfolio which is an important component of all of Ashland’s reportable segments. Ashland’s Specialty Ingredients and Intermediates and Solvents reportable segments rely on patents, trade secrets, formulae and know-how to protect and differentiate their products and technologies. In addition, these reportable segments own valuable trademarks which identify and differentiate Ashland’s products from its competitors. Ashland also uses licensed intellectual property rights from third-parties.

Raw Materials

Ashland purchases its raw materials from multiple sources of supply in the United States and other countries and believes that raw material supplies will be available in quantities sufficient to meet demand in fiscal 2020. All of Ashland’s reportable segments were impacted to varying degrees in fiscal 2019 by the volatility of raw materials costs, and these conditions may continue in fiscal 2020.

Research and Development

Ashland’s program of research and development is focused on defining the needs of the marketplace and framing those needs into technology platforms. Ashland has the capability to deliver and develop the intellectual property required to grow and protect those platforms. Ashland is focused on developing new chemistries, market-changing technologies and customer driven solutions at numerous technology centers located in the Americas, Europe and the Asia Pacific region.

Seasonality

Ashland’s business may vary due to seasonality. Ashland’s business units typically experience stronger demand during warmer weather months.

Forward-Looking Statements

This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts and generally are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “is likely,” “predicts,” “projects,” “forecasts,” “may,” “will,” “should,” and “intends” and the negative of these words or other comparable terminology. Although Ashland believes that its expectations are based on reasonable assumptions, such expectations are subject to risks and uncertainties that are difficult to predict and may be beyond Ashland’s control. As a result, Ashland cannot assure that the expectations contained in such statements will be achieved. Important factors that could cause actual results to differ materially from those contained in such statements are discussed under “Use of estimates, risks and uncertainties” in Note A of Notes to Consolidated Financial Statements in this annual report on Form 10-K. For a discussion of other factors and risks that could affect Ashland’s expectations and operations, see “Item 1A. Risk Factors” in this annual report on Form 10-K.

ITEM 1A. RISK FACTORS

The following discussion of “risk factors” identifies the most significant factors that may adversely affect Ashland’s business, operations, financial position or future financial performance. This information should be read in conjunction with Management’s Discussion and Analysis and the consolidated financial statements and related notes incorporated by reference into this annual report on Form 10-K. The following discussion of risks is designed to highlight what Ashland believes are important factors to consider when evaluating its expectations. These factors could cause future results to differ from those in forward-looking statements and from historical trends.

7


 

Ashland has set aggressive growth goals for its businesses, including increasing sales, cash flow and margins, in order to achieve its long term strategic objectives. Ashland’s successful execution of its growth strategies and business plans to facilitate that growth involves a number of risks.

Ashland has set aggressive growth goals for its businesses in order to meet long term strategic objectives and improve shareholder value. Ashland’s failure to meet one or more of these goals or objectives would negatively impact Ashland’s potential value and the businesses. One of the most important risks is that Ashland might fail to adequately execute its business and growth plans, by optimizing the efficient use of its physical and intangible assets. Aspects of that risk include changes to global economic environment, changes to the competitive landscape, attraction and retention of skilled employees, the potential failure of product innovation plans, failure to comply with existing or new regulatory schemes, failure to maintain a competitive cost structure and other risks outlined in greater detail in this Item 1A.

Ashland’s success depends upon its ability to attract and retain key employees and the identification and development of talent to succeed senior management.

Ashland’s success depends on its ability to attract and retain key personnel, and Ashland relies heavily on its management team. The inability to recruit and retain key personnel or the unexpected loss of key personnel may adversely affect Ashland’s operations. Also, a substantial portion of Ashland’s U.S.-based employees will be retirement-eligible within the next several years. That, combined with the relatively small number of middle tier managers with substantial experience in place to replace this group of retirement eligible employees, increases the potential negative impact of the risk that key employees could leave the Company. Additionally, the Company’s redesign and cost reduction program may result in key employees departing who may not be replaced.  This risk of unwanted employee turnover also is substantial in positions that require certain technical expertise and geographically in developing markets which Ashland has targeted for growth, especially in Asia, India, South America and Eastern Europe. In addition, because of its reliance on its management team, Ashland’s future success depends, in part, on its ability to identify and develop talent to succeed its senior management and other key positions throughout the organization. If Ashland fails to identify and develop successors, the company is at risk of being harmed by the departures of these key employees.

Failure to develop and market new products and production technologies could impact Ashland’s competitive position and have an adverse effect on its businesses and results of operations.

The specialty chemical industry is subject to periodic technological change and ongoing product improvements. In order to maintain margins and remain competitive, Ashland must successfully develop and introduce new products or improvements that appeal to its customers and ultimately to global consumers. Ashland plans to grow earnings, in part, by focusing on developing markets and solutions to meet increasing demand in those markets, including demand for personal care and pharmaceutical products which are subject to lengthy regulatory approval processes. The fast change in Ashland’s industry and those of its customers necessitates that Ashland continue the development of new technologies to replace older technologies whose demand or market position may be fading. Ashland’s efforts to respond to changes in customer demand in a timely and cost-efficient manner to drive growth could be adversely affected by difficulties or delays in product development, including the inability to identify viable new products, successfully complete research and development, obtain regulatory approvals, obtain intellectual property protection or gain market acceptance of new products. Due to the lengthy development process, technological challenges and intense competition, there can be no assurance that any of the products Ashland is currently developing, or could develop in the future, will achieve substantial commercial success.

8


 

Ashland faces competition from other companies, which places downward pressure on prices and margins and may adversely affect Ashland’s businesses and results of operations.

Ashland operates in highly competitive markets, competing against a number of domestic and foreign companies. Competition is based on several key criteria, including product performance and quality, product price, product availability and security of supply, responsiveness of product development in cooperation with customers and customer service, as well as the ability to bring innovative products or services to the marketplace. Certain key competitors are significantly larger than Ashland and have greater financial resources, leading to greater operating and financial flexibility. As a result, these competitors may be better able to withstand changes in conditions within the relevant industry, changes in the prices of raw materials and energy and changes in general economic conditions. In addition, competitors’ pricing decisions could compel Ashland to decrease its prices, which could negatively affect its margins and profitability. Additional competition in markets served by Ashland could adversely affect margins and profitability and could lead to a reduction in market share. Also, Ashland competes in certain markets that are declining and has targeted other markets for growth opportunities. Competitive and pricing pressures could also impact Ashland’s production volumes, which can in turn reduce cost efficiency. If Ashland’s strategies for dealing with declining markets and leveraging opportunity markets are not successful, its businesses and results of operations could be negatively affected.

Ashland’s customers could change their products in way that reduces the demand for Ashland’s products.

Ashland produces and sells specialty chemicals that are used by its customers for a broad range of applications. Many of these Ashland materials become part of end products that are sold to consumers. Changes in consumer preferences and demands can lead to certain Ashland customers making changes to their products. In other instances, Ashland’s customers may change their products or production techniques to take advantage of newer technologies, alternative chemistries, more effective formulations, or improved processes, or in response to various market, technical, or regulatory changes.

Such changes in Ashland’s customers’ products or production techniques may cause these customers to reduce consumption of Ashland’s products or eliminate their need entirely. Ashland may not be able to supply products that meet the customers’ new requirements. Such lost sales opportunities may not be replaced by those offering equal revenue potential or margin. It is important for Ashland to continue developing new products, and new applications of existing products to replace such lost business. Otherwise Ashland faces the risk of a loss of market share, margins and cash flow if it is unable to manage a potential change in the demands of its products.  

Ashland’s business exposes it to potential product liability claims and recalls, which could adversely affect its financial condition and performance.

The development, manufacture and sale of specialty chemical and other products by Ashland, including products produced for the food, beverage, personal care, pharmaceutical and nutritional supplement industries, involve an inherent risk of exposure to product liability claims, product recalls, product seizures and related adverse publicity. Ashland also produces products that are subject to rigorous specifications and quality standards, with an expectation from its customers around these strict requirements. A product liability claim, recall or judgment against Ashland, or a customer complaint on product specifications, could also result in substantial and unexpected expenditures, affect consumer or customer confidence in its products, and divert management’s attention from other responsibilities. Although Ashland maintains product liability insurance, there can be no assurance that this type or level of coverage is adequate or that Ashland will be able to continue to maintain its existing insurance or obtain comparable insurance at a reasonable cost, if at all. A product recall or a partially or completely uninsured product liability judgment against Ashland could have a material adverse effect on its reputation, results of operations and financial condition.

9


 

The competitive nature of Ashland’s markets may delay or prevent the Company from passing increases in raw materials or energy costs on to its customers. In addition, certain of Ashland’s suppliers may be unable to deliver products or raw materials or fulfill contractual requirements. The occurrence of either event could adversely affect Ashland’s results of operations.

Rising and volatile raw material prices, especially those of hydrocarbon derivatives, cotton linters or wood pulp, may negatively impact Ashland’s costs, results of operations and the valuation of its inventory. Similarly, energy costs are a significant component of certain of Ashland’s product costs. Ashland is not always able to raise prices in response to such increased costs, and its ability to pass on the costs of such price increases is dependent upon market conditions. Likewise, reductions in the valuation of Ashland’s inventory due to market volatility may not be recovered and could result in losses.

Ashland purchases certain products and raw materials from suppliers, often pursuant to written supply contracts. If those suppliers are unable to meet Ashland’s orders in a timely manner or choose to terminate or not fulfill contractual arrangements, Ashland may not be able to make alternative supply arrangements. Also, domestic and global government regulations related to the manufacture, transport or import of certain raw materials may impede Ashland’s ability to obtain those raw materials on commercially reasonable terms. Certain Ashland businesses rely on agricultural output of clary sage, aloe, guar, and cotton linters, and the availability of these materials can be severely impacted by crop yields, weather events, and other factors. If Ashland is unable to obtain and retain qualified suppliers under commercially acceptable terms, its ability to manufacture and deliver products in a timely, competitive and profitable manner or grow its business successfully could be adversely affected.

Ashland’s substantial global operations subject it to risks of doing business in foreign countries, which could adversely affect its business, financial condition and results of operations.

Greater than half of Ashland’s net sales for fiscal 2020 are expected to be to customers outside of North America. Ashland expects sales from international markets to continue to represent an even larger portion of the Company’s sales in the future. Also, a significant portion of Ashland’s manufacturing capacity is located outside of the United States. Accordingly, Ashland’s business is subject to risks related to the differing legal, political, cultural, social and regulatory requirements and economic conditions of many jurisdictions.

The global nature of Ashland’s business presents difficulties in hiring and maintaining a workforce in certain countries. Fluctuations in exchange rates may affect product demand and may adversely affect the profitability in U.S. dollars of products and services provided in foreign countries. In addition, foreign countries may impose additional withholding taxes or otherwise tax Ashland’s foreign income, or adopt other restrictions on foreign trade or investment, including currency exchange controls. The imposition of new tariffs or trade quotas, or an impairment of existing trade agreements is also a risk that could impair Ashland’s financial performance.

Certain legal and political risks are also inherent in the operation of a company with Ashland’s global scope. For example, if the United States fails to implement the United States-Mexico-Canada Agreement (USMCA) to replace the North American Free Trade Agreement (NAFTA), or the United Kingdom’s exit from the European Union (E.U.) moves forward in a manner that disrupts European supply chains or customs regimes, Ashland’s ability to do business and execute its growth strategies could be adversely affected.  Ashland could also be impacted negatively if the ongoing trade disputes between the United States and China, or those between the United States and the E.U. were to worsen. In addition, it may be more difficult for Ashland to enforce its agreements or collect receivables through foreign legal systems. There is a risk that foreign governments may nationalize private enterprises in certain countries where Ashland operates. In certain countries or regions, terrorist activities and the response to such activities may threaten Ashland’s operations more than those in the United States. In Europe, the effect of economic sanctions imposed on Russia and/or Russia’s reaction to the sanctions could adversely impact Ashland’s performance and results of operations. The risks associated with localized or regional armed conflict in many parts of the world remain high and could disrupt and/or adversely impact Ashland’s businesses. Social and cultural norms in certain countries may not support compliance with Ashland’s corporate policies including those that require compliance with substantive laws and regulations. Also, changes in general economic and political conditions in countries where Ashland operates, particularly in Europe, the Middle East and emerging markets, are a risk to Ashland’s financial performance.

10


 

As Ashland continues to operate its business globally, its success will depend, in part, on its ability to anticipate and effectively manage these and other related risks. There can be no assurance that the consequences of these and other factors relating to its multinational operations will not have an adverse effect on Ashland’s business, financial condition or results of operations.

The impact of changing laws or regulations or the manner of interpretation or enforcement of existing rules could adversely impact Ashland’s financial performance and restrict its ability to operate its business or execute its strategies.

New laws or regulations, or changes in existing laws or regulations or the manner of their interpretation or enforcement, could increase Ashland’s cost of doing business and restrict its ability to operate its business or execute its strategies. This includes, among other things, the possible taxation under U.S. law of certain income from foreign operations, the possible taxation under foreign laws of certain income Ashland reports in other jurisdictions, tariffs or quotas levied on Ashland products, raw materials or key components by certain countries, regulations related to the protection of private information of Ashland’s employees and customers, regulations issued by the U.S. Food and Drug Administration (and analogous non-U.S. agencies) affecting Ashland and its customers, compliance with The U.S. Foreign Corrupt Practices Act (and analogous non-U.S. laws) and the European Union’s Registration, Authorisation and Restriction of Chemicals (REACH) regulation (and analogous non-EU initiatives), and potential operational impacts of General Data Protection Regulation (GDPR). Uncertainty associated with the passage of new laws, application of executive authority beyond the legislative process, as well as changes in and enforcement of existing laws, can limit Ashland’s ability to make and execute business plans effectively. In addition, compliance with laws and regulations is complicated by Ashland’s substantial and growing global footprint, which will require significant and additional resources to comprehend and ensure compliance with applicable laws in the more than one hundred countries where Ashland conducts business. Compliance with current and future regulations is further complicated by uncertainty around the reevaluation of international agreements by various countries, including the United States, and the resulting impact on regulatory regimes, customs regulations, tariffs, sanctions, and other transnational protocols.  

Imposition of new taxes, disagreements with tax authorities or additional tax liabilities could adversely affect Ashland’s business, financial condition, reputation or results of operations.

Ashland’s products are made, manufactured, distributed or sold in more than 100 countries and territories.  A significant portion of Ashland’s revenues are generated outside the United States. As such, Ashland is subject to taxes in the United States as well as numerous foreign countries. Ashland’s future effective tax rates could be affected by changes in the mix of earnings in countries with differing tax rates, changes in the valuation of deferred tax assets and liabilities, changes in liabilities for uncertain tax positions, cost of repatriations or changes in tax laws, regulations, administrative practices or their interpretation. Moreover, because Ashland is subject to the regular examination of its income tax returns by various tax authorities, the economic and political pressure to increase tax revenues in these jurisdictions may make resolving tax disputes even more difficult, and the final resolution of tax audits and any related litigation may differ from our historical provisions and accruals resulting in an adverse impact on our business, financial condition, reputation or results of operations. The Tax Cuts and Jobs Act (the Tax Act), enacted in December 2017, made significant changes to US tax law; many other countries or organizations, including those where Ashland has significant operations, are actively considering or enacting changes to tax laws which could significantly impact our tax rate and cash flows.  The increasingly complex global tax environment, including changes in how United States multinational corporations are taxed, could adversely affect Ashland’s business, financial condition or results of operations.  

Other than the one-time transition tax enacted by the Tax Act, Ashland will continue to be indefinitely reinvested in our foreign earnings.  As such, Ashland has not accrued income taxes or foreign withholding taxes on undistributed earnings for most non-US subsidiaries because those earnings are intended to be indefinitely reinvested in the operations of those subsidiaries. If these earnings are needed for Ashland’s operations in the United States, the repatriation of such earnings could adversely affect its business, results of operations or financial condition.

11


 

The IPO of Valvoline and final distribution of its shares could result in significant tax liability to Ashland and its stockholders.

Ashland believes that the Valvoline IPO and certain related internal transactions should be nontaxable transactions for U.S. federal income tax purposes and has obtained written opinions of counsel to that effect. Ashland also obtained a written opinion of counsel to the effect that the final distribution should qualify for non-recognition of gain and loss under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”). The opinions are based on certain assumptions and representations as to factual matters from Ashland and Valvoline, as well as certain covenants by those parties. The opinions cannot be relied upon if any of the assumptions, representations or covenants is incorrect, incomplete or inaccurate or is violated in any material respect, or if there are changes in law with retroactive effect. The opinions are not binding on the IRS or the courts, and it is possible that the IRS or a state or local taxing authority could take the position that the internal transactions, the final distribution or the receipt of proceeds from the Valvoline IPO resulted in the recognition of significant taxable gain by Ashland, in which case Ashland may be subject to material tax liabilities.

If the final distribution were determined not to qualify for non-recognition of gain and loss, Ashland stockholders that received Valvoline common stock in the final distribution could be subject to tax. If the final distribution were determined not to qualify for non-recognition of gain and loss, then Ashland would recognize gain as if it had sold Valvoline common stock in a taxable transaction in an amount up to the fair market value of the Valvoline common stock it distributed in the final distribution. The tax liability resulting from such gain could have a material impact on Ashland’s operations.

Business disruptions from natural, operational and other catastrophic risks could seriously harm Ashland’s operations and financial performance. In addition, a catastrophic event at one of Ashland’s facilities or involving its products or employees could lead to liabilities that could further impair its operations and financial performance.

Business disruptions, including those related to operating hazards inherent with the production of chemicals, natural disasters, severe weather conditions, supply or logistics disruptions, increasing costs for energy, temporary plant and/or power outages, information technology systems and network disruptions, cyber-security breach, terrorist attacks, armed conflict, war, pandemic diseases, fires, floods or other catastrophic events, could seriously harm Ashland’s operations, as well as the operations of its customers and suppliers, and may adversely impact Ashland’s financial performance. Although it is impossible to predict the occurrence or consequences of any such events, they could result in reduced demand for Ashland’s products, make it difficult or impossible for Ashland to manufacture its products or deliver products and services to its customers or to receive raw materials from suppliers, or create delays and inefficiencies in the supply chain. In addition to leading to a serious disruption of Ashland’s businesses, a catastrophic event at one of our facilities or involving our products or employees could lead to substantial legal liability to or claims by parties allegedly harmed by the event.

While Ashland maintains business continuity plans that are intended to allow it to continue operations or mitigate the effects of events that could disrupt its business, Ashland cannot provide assurances that its plans would fully protect it from all such events. In addition, insurance maintained by Ashland to protect against property damage, loss of business and other related consequences resulting from catastrophic events is subject to various deductibles and coverage limitations, depending on the nature of the risk insured. This insurance may not be sufficient to cover all of Ashland’s damages or damages to others in the event of a catastrophe. In addition, insurance related to these types of risks may not be available now or, if available, may not be available in the future at commercially reasonable rates.

12


 

Ashland uses information technology (IT) systems to conduct business and these IT systems are at risk of potential disruption and cyber security threats.

Ashland’s businesses rely on their IT systems to operate efficiently and in some cases, at all. Ashland employs third parties to manage and maintain a significant portion of its IT systems, including, but not limited to data centers, IT infrastructure, network, client support and end user services, as well as the functions of backing up and securing those systems. A partial or complete failure of Ashland’s IT systems or those of our third parties managing, providing or servicing them for any amount of time more than several hours could result in significant business disruption causing harm to Ashland’s reputation, results of operations or financial condition. In addition, the nature of our businesses, the markets we serve, and geographic profile of our operations make Ashland a target of cyber security threats. Despite steps Ashland takes to mitigate or eliminate them, cyber security threats in general are increasing and becoming more advanced and could occur as a result of the activity of hackers, employee error or employee misconduct. A breach of our IT systems could lead to the loss and destruction of trade secrets, confidential information, proprietary data, intellectual property, customer and supplier data, and employee personal information, and could disrupt business operations which could adversely affect Ashland’s relationships with business partners and harm our brands, reputation, and financial results.

Adverse developments in the global economy and potential disruptions of financial markets could negatively impact Ashland’s customers and suppliers, and therefore have a negative impact on Ashland’s results of operations.

A global or regional economic downturn may reduce customer demand or inhibit Ashland’s ability to produce and sell products. Ashland’s business and operating results are sensitive to global and regional economic downturns, credit market tightness, declining consumer and business confidence, fluctuating commodity prices, volatile exchange rates, changes in interest rates, sovereign debt defaults and other challenges, including those related to international sanctions and acts of aggression or threatened aggression that can affect the global economy. In the event of adverse developments or stagnation in the economy or financial markets, Ashland’s customers may experience deterioration of their businesses, reduced demand for their products, cash flow shortages and difficulty obtaining financing. As a result, existing or potential customers might delay or cancel plans to purchase products and may not be able to fulfill their obligations to Ashland in a timely fashion. Further, suppliers may experience similar conditions, which could impact their ability to fulfill their obligations to Ashland. A weakening or reversal of the current economic conditions in the global economy or a substantial part of it could negatively impact Ashland’s business, results of operations, financial condition and ability to grow.

Ashland may not be able to effectively protect or enforce its intellectual property rights.

Ashland relies on the patent, trademark, trade secret and copyright laws of the United States and other countries to protect its intellectual property rights. The laws of some countries may not protect Ashland’s intellectual property rights to the same extent as the laws of the United States. Failure of foreign countries to have laws to protect Ashland’s intellectual property rights or an inability to effectively enforce such rights in foreign countries could result in the loss of valuable proprietary information, which could have an adverse effect on Ashland’s business and results of operations.

Even in circumstances where Ashland has a patent on certain technologies, such patents may not provide meaningful protection against competitors or against competing technologies. In addition, any patent applications submitted by Ashland may not result in an issued patent. There can be no assurance that Ashland’s intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable. Ashland could also face claims from third parties alleging that Ashland’s products or processes infringe on their proprietary rights. If Ashland is found liable for infringement, it could be responsible for significant damages, prohibited from using certain products or processes or required to modify certain products and processes. Any such infringement liability could adversely affect Ashland’s product and service offerings, profitability and results of operations.

13


 

Ashland also has substantial intellectual property associated with its know-how and trade secrets that are not protected by patent or copyright laws. Ashland protects these rights by entering into confidentiality and non-disclosure agreements with most of its employees and with third parties. There can be no assurance that such agreements will not be breached or that Ashland will be able to effectively enforce them. In addition, Ashland’s trade secrets and know-how may be improperly obtained by other means, such as a breach of Ashland’s information technologies security systems or direct theft. Any unauthorized disclosure of any of Ashland’s material know-how or trade secrets could adversely affect Ashland’s business and results of operations.

Ashland has incurred, and will continue to incur, substantial costs as a result of environmental, health and safety, and hazardous substances liabilities and related compliance requirements. These costs could adversely impact Ashland’s cash flow, and, to the extent they exceed Ashland’s established reserves for these liabilities, its results of operations.

Ashland is subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment and human health and safety, and the generation, storage, handling, treatment, disposal and remediation of hazardous substances and waste materials. Ashland has incurred, and will continue to incur, significant costs and capital expenditures to comply with these laws and regulations.

Environmental, health and safety regulations change frequently, and such regulations and their enforcement have tended to become more stringent over time. Accordingly, changes in environmental, health and safety laws and regulations and the enforcement of such laws and regulations could interrupt Ashland’s operations, require modifications to its facilities or cause Ashland to incur significant liabilities, costs or losses that could adversely affect its profitability. Actual or alleged violations of environmental, health or safety laws and regulations could result in restrictions or prohibitions on plant operations as well as substantial damages, penalties, fines, civil or criminal sanctions and remediation costs. In addition, under some environmental laws, Ashland may be strictly liable and/or jointly and severally liable for environmental damages and penalties.

Ashland is also subject to various federal, state, local and foreign environmental laws and regulations that require environmental assessment or remediation efforts (collectively, environmental remediation) at multiple locations. Ashland uses engineering studies, historical experience and other factors to identify and evaluate remediation alternatives and their related costs in determining the estimated reserves for environmental remediation. Environmental remediation reserves are subject to numerous inherent uncertainties that affect Ashland’s ability to estimate its share of the applicable costs. Such uncertainties involve the nature and extent of contamination at each site, the extent of required cleanup efforts under existing environmental regulations, widely varying costs of alternate cleanup methods, changes in environmental regulations, the potential effect of continuing improvements in remediation technology and the number and financial strength of other potentially responsible parties at multiparty sites. There may also be situations in which certain environmental liabilities are not known to Ashland or are not probable and estimable. As a result, Ashland’s actual costs for environmental remediation could affect Ashland’s cash flow and, to the extent costs exceed established reserves for those liabilities, its results of operations.

Ashland’s substantial indebtedness may adversely affect its business, results of operations and financial condition.

Ashland maintains a substantial amount of debt. Ashland’s substantial indebtedness could adversely affect its business, results of operations and financial condition by, among other things:

 

requiring Ashland to dedicate a substantial portion of its cash flow from operations to pay principal and interest on its debt, which would reduce the availability of Ashland’s cash flow to fund working capital, capital expenditures, acquisitions, execution of its growth strategy and other general corporate purposes;

 

limiting Ashland’s ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, execution of its growth strategy and other purposes;

 

making Ashland more vulnerable to adverse changes in general economic, industry and regulatory conditions and in its business by limiting Ashland’s flexibility in planning for, and making it more difficult for Ashland to react quickly to, changing conditions;

 

placing Ashland at a competitive disadvantage compared with those of its competitors that have less debt and lower debt service requirements;

14


 

 

making Ashland more vulnerable to increases in interest rates since some of its indebtedness is subject to variable rates of interest; and

 

making it more difficult for Ashland to satisfy its financial obligations.

In addition, Ashland may not be able to generate sufficient cash flow from its operations to repay its indebtedness when it becomes due and to meet its other cash needs. If Ashland is not able to pay its debts as they become due, it could be in default under its credit facility or other indebtedness. Ashland might also be required to pursue one or more alternative strategies to repay indebtedness, such as selling assets, refinancing or restructuring its indebtedness or selling additional debt or equity securities. Ashland may not be able to refinance its debt or sell additional debt or equity securities or its assets on favorable terms, if at all, and if Ashland must sell its assets, it may negatively affect its ability to generate revenues.

Ashland is responsible for, and has financial exposure to, liabilities from pending and threatened claims, including those alleging personal injury caused by exposure to asbestos, which could adversely impact Ashland’s results of operations and cash flow.

There are various claims, lawsuits and administrative proceedings pending or threatened, including those alleging personal injury caused by exposure to asbestos, against Ashland and its current and former subsidiaries. Such actions are with respect to commercial matters, product liability, toxic tort liability and other matters that seek remedies or damages, some of which are for substantial amounts. While these actions are being contested, their outcome is not predictable. Ashland’s results could be adversely affected by financial exposure to these liabilities. Insurance maintained by Ashland to protect against claims for damages alleged by third parties is subject to coverage limitations, depending on the nature of the risk insured. This insurance may not be sufficient to cover all of Ashland’s liabilities to others. In addition, insurance related to these types of risks may not be available now or, if available, may not be available in the future at commercially reasonable rates. Ashland’s ability to recover from its insurers for asbestos liabilities could also have an adverse impact on its results of operations. Projecting future asbestos costs is subject to numerous variables that are extremely difficult to predict. In addition to the significant uncertainties surrounding the number of claims that might be received, other variables include the type and severity of the disease alleged by each claimant, the long latency period associated with asbestos exposure, dismissal rates, costs of medical treatment, the impact of bankruptcies of other companies that are co-defendants in claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential changes in legislative or judicial standards. Furthermore, any predictions with respect to these variables are subject to even greater uncertainty as the projection period lengthens. In light of these inherent uncertainties, Ashland believes that its asbestos reserves represent the best estimate within a range of possible outcomes. As a part of the process to develop these estimates of future asbestos costs, a range of long-term cost models was developed. These models are based on national studies that predict the number of people likely to develop asbestos-related diseases and are heavily influenced by assumptions regarding long-term inflation rates for indemnity payments and legal defense costs, as well as other variables mentioned previously. Because of the inherent uncertainties in projecting future asbestos liabilities and establishing appropriate reserves, Ashland’s actual asbestos costs could adversely affect its results of operations and, to the extent they exceed its reserves, could adversely affect its results of operations.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

15


 

ITEM 2. PROPERTIES

Ashland’s corporate headquarters is located in Covington, Kentucky and will move to Wilmington, Delaware by December 2019.  Principal offices of other major operations are located in Wilmington, Delaware (Specialty Ingredients and Corporate); Bridgewater, New Jersey (Specialty Ingredients and Corporate); Dublin, Ohio (Specialty Ingredients and Corporate); Covington, Kentucky (Corporate); and Shanghai, China; Hyderabad, India; Warsaw, Poland; and Schaffhausen, Switzerland (all of which are shared service centers of Ashland’s and house Corporate and direct business unit personnel). All of these locations are leased, except for the Wilmington, Delaware site which is owned. Principal manufacturing, marketing and other materially important physical properties of Ashland and its subsidiaries are described within the applicable business units under “Item 1” in this annual report on Form 10-K. All of Ashland’s physical properties are owned or leased. Ashland believes its physical properties are suitable and adequate for the Company’s business. Additional information concerning leases may be found in Note L of Notes to Consolidated Financial Statements in this annual report on Form 10-K.

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

Asbestos-Related Litigation

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

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

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

For additional detailed information regarding liabilities arising from asbestos-related litigation, see “Management’s Discussion and Analysis - Critical Accounting Policies - Asbestos Litigation” and Note O of Notes to Consolidated Financial Statements in this annual report on Form 10-K.

Environmental Proceedings

(a) CERCLA and Similar State Law Sites - Under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state laws, Ashland and its subsidiaries may be subject to joint and several liability for cleanup costs in connection with alleged releases of hazardous substances at sites where it has been identified as a “potentially responsible party” (PRP). As of September 30, 2019, Ashland and its subsidiaries have been identified as a PRP by U.S. federal and state authorities, or by private parties seeking contribution, for the cost of environmental investigation and/or cleanup at 80 waste treatment or disposal sites. These sites are currently subject to ongoing investigation and remedial activities, overseen by the United States Environmental Protection Agency (USEPA) or a state agency, in which Ashland or its subsidiaries are typically participating as a member of a PRP group. Generally, the types of relief sought include remediation of contaminated soil and/or groundwater, reimbursement for past costs of site cleanup and administrative oversight and/or long-term monitoring of environmental conditions at the sites. The ultimate costs are not predictable with assurance.

16


 

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

(c) Lower Passaic River, New Jersey Matters - Ashland, through two formerly owned facilities, and ISP, through a now-closed facility, have been identified as PRPs, along with approximately 70 other companies (the Cooperating Parties Group or the CPG), in a May 2007 Administrative Order of Consent (AOC) with the USEPA. The parties are required to perform a remedial investigation and feasibility study (RI/FS) of the entire 17 miles of the Passaic River. In June 2007, the USEPA separately commenced a Focused Feasibility Study (FFS) as an interim measure. In accordance with the 2007 AOC, in June 2012 the CPG voluntarily entered into another AOC for an interim removal action focused solely at mile 10.9 of the Passaic River. The allocations for the 2007 AOC and the 2012 removal action are based on interim allocations, are immaterial and have been accrued. In April 2014, the USEPA released the FFS. The CPG submitted the Draft RI/FS Report on April 30, 2015. The USEPA has released the FFS Record of Decision for the lower 8 miles and reached an agreement with another chemical company to conduct and pay for the remedial design.  This chemical company has sued Ashland, ISP and numerous other defendants to recover past and future costs pursuant to the CERCLA.   Ashland’s motion to dismiss was partially granted, and the surviving claims are in the early stages of discovery. Ashland and ISP are participating in an USEPA allocation process. The release of the FFS Record of Decision, the current allocations proceedings and the lawsuit are not expected to be material to Ashland.

(d) Freetown, MA Resource Conservation and Recovery Act (RCRA) Matter—On September 27, 2018, the USEPA issued a Complaint, Compliance Order and Opportunity for Hearing to ISP Freetown Fine Chemicals, Inc.’s facility in Assonet, Massachusetts alleging various violations of the RCRA relating to certain distillation tanks at the facility and seeking a penalty of $203,792.  Ashland disputes USEPA’s stated interpretation of the RCRA regulations and their applicability to these tanks. While this matter could result in a penalty from USEPA in excess of $100,000, the potential penalty is not expected to be material to Ashland.  

For additional information regarding environmental matters and reserves, see Note O of Notes to Consolidated Financial Statements in this annual report on Form 10-K.

Other Pending Legal Proceedings

In addition to the matters described above, there are other various claims, lawsuits and administrative proceedings pending or threatened against Ashland and its current and former subsidiaries. Such actions are with respect to commercial matters, product liability, toxic tort liability, employment matters and other environmental matters which seek remedies or damages, some of which are for substantial amounts. While Ashland cannot predict with certainty the outcome of such actions, it believes that adequate reserves have been recorded and losses already recognized with respect to such actions were immaterial as of September 30, 2019. There is a reasonable possibility that a loss exceeding amounts already recognized may be incurred related to these actions; however, Ashland believes that such potential losses were immaterial as of September 30, 2019.

17


 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM X. INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following is a list of Ashland’s current executive officers, their ages and their positions and offices during the last five years.  On October 8, 2019, Ashland announced that Mr. Guillermo Novo would succeed Mr. Wulfsohn as Chairman and Chief Executive Officer effective December 31, 2019.

WILLIAM A. WULFSOHN (age 57) is Chairman and Chief Executive Officer of Ashland Global Holdings Inc. since September 2016 and held the same positions at Ashland Inc. since January 1, 2015. Prior to joining Ashland, Mr. Wulfsohn served as President and Chief Executive Officer of Carpenter Technology Corp., a manufacturer of stainless steel, titanium, and other specialty metals and engineered products, from July 2010 to November 2014. Mr. Wulfsohn also served as a Director for Carpenter Technology Corp. from April 2009 to November 2014 and of Valvoline Inc. from September 2016 to January 2018. Mr. Wulfsohn serves as a director of PolyOne Corporation.

GUILLERMO NOVO (age 57) is the incoming Chairman and Chief Executive Officer of Ashland Global Holdings Inc.  Mr. Novo has served as a director of Ashland’s Board since May 22, 2019.   Most recently, Mr. Novo served as the President and CEO of Versum Materials, Inc., a premier specialty materials company, and was a member of the board of directors. Previously, Mr. Novo served as Executive Vice President, Materials Technologies of Air Products and Chemicals, Inc. (“Air Products”), an industrial gases and related equipment company, since October 2014. He joined Air Products in September 2012 as Senior Vice President Electronics, Performance Materials, Strategy and Technology.   Mr. Novo also served as a director of Bemis Company until May 2019.

J. KEVIN WILLIS (age 54) is Senior Vice President and Chief Financial Officer of Ashland Global Holdings Inc. since September 2016. Mr. Willis held the same positions at Ashland Inc. and served in such capacities since May 2013.

PETER J. GANZ (age 57) is Senior Vice President, General Counsel and Secretary; Chief Legal and Compliance Officer of Ashland Global Holdings Inc. and has served as Senior Vice President and General Counsel of Ashland Inc. since July 2011 and Secretary since November 2012. From July 2011 to August 2016, Mr. Ganz served as Chief Compliance Officer, a role he assumed again in February 2019.

ANNE T. SCHUMANN (age 59) is Senior Vice President, Chief Human Resources and Information Technology Officer of Ashland Global Holdings Inc. since March 2017. Prior to this role, Ms. Schumann served as the Vice President and Chief Information and Administrative Services Officer of Ashland Global Holdings Inc. and served in the same capacities with Ashland Inc. since 2008 and 2009, respectively.

VITO J. CONSIGLIO (age 55) is Senior Vice President and Chief Commercial Officer of Ashland Global Holdings Inc. since November 2018 and Group Vice President, Ashland Specialty Ingredients since July 2016.  Prior to joining Ashland, Mr. Consiglio served as Vice President at Carpenter Technology, leading the transportation business unit for the specialty steel manufacturer from 2013 to 2016.

18


 

OSAMA M. MUSA (age 51) is Senior Vice President and Chief Technology Officer of Ashland Global Holdings Inc. since November 2018.  Previously, Mr. Musa served as Vice President, ASI Technology from November 2014 to November 2018 and Vice President, Technology and Innovation of Ashland from August 2012 until November 2014.

KEITH C. SILVERMAN (age 52) is Senior Vice President, Global Operations, Quality and Environmental Health and Safety of Ashland Global Holdings Inc. since November 2018.  Previously, Mr. Silverman served as Vice President, Global Operations, Quality and Environmental Health and Safety of Ashland Global Holdings Inc. and served in similar capacities at Ashland Inc. since June 2012.

J. WILLIAM HEITMAN (age 65) is Vice President and Controller of Ashland Global Holdings Inc. and has served in such capacities with Ashland Inc. since 2008. On November 12, 2019, Ashland announced that Mr. Heitman will be retiring on December 31, 2019.

Each executive officer is elected by the Board of Directors of Ashland to a term of one year, or until a successor is duly elected, at the annual meeting of the Board of Directors, except in those instances where the officer is elected other than at an annual meeting of the Board of Directors, in which case his or her tenure will expire at the next annual meeting of the Board of Directors unless the officer is re-elected.

19


 

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

On September 20, 2016, Ashland Inc. became an indirect wholly owned subsidiary of Ashland Global Holdings Inc., and Ashland Inc.’s common stock ceased trading on the New York Stock Exchange (NYSE). Ashland Global Holdings Inc.’s common stock began trading on NYSE under the symbol “ASH” on September 20, 2016.

At October 31, 2019, there were approximately 10,500 holders of record of Ashland’s Common Stock. Ashland Common Stock is listed on the NYSE (ticker symbol ASH) and has trading privileges on Nasdaq.

There were no sales of unregistered securities required to be reported under Item 5 of Form 10-K.

FIVE-YEAR TOTAL RETURN PERFORMANCE GRAPH

The following graph compares Ashland’s five-year cumulative total shareholder return with the cumulative total return of the S&P MidCap 400 index and one peer group of companies. Ashland is listed in the S&P MidCap 400 index. The cumulative total shareholder return assumes the reinvestment of dividends. On May 12, 2017, Ashland completed the final separation of Valvoline Inc. with the pro rata distribution of 2.745338 shares of Valvoline Inc. common stock for every share of Ashland Common Stock to Ashland stockholders. The effect of the final separation of Valvoline Inc. is reflected in the cumulative total return of Ashland Common Stock as a reinvested dividend.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

ASHLAND, S&P MIDCAP 400 INDEX AND PEER GROUP

 

 

 

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

 

The peer group consists of the following industry indices:

 

Peer Group – Materials: S&P 500 Materials (large-cap) and S&P MidCap 400 Materials. As of September 30, 2019, this peer group consisted of 57 companies.

20


 

Purchase of Company Common Stock

Share repurchase activity during the three months ended September 30, 2019 was as follows:

 

Q4 Fiscal Periods

 

Total Number

of Shares

Purchased

 

 

Average

Price Paid

per Share,

including

commission

 

 

Total Number of

Shares

Purchased as

Part of Publicly

Announced

Plans or

Programs

 

 

Dollar Value

of Shares

That May Yet

Be Purchased

Under the

Plans or

Programs

(in millions) (a)

 

July 1, 2019 to July 31, 2019

 

 

 

 

$

 

 

 

 

 

$

800

 

August 1, 2019 to August 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019 ASR (b)

 

 

400,508

 

 

 

75.84

 

 

 

400,508

 

 

 

800

 

September 1, 2019 to September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

400,508

 

 

 

 

 

 

 

400,508

 

 

$

800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

During March 2018, Ashland’s Board of Directors approved a new $1 billion stock repurchase program, which replaced the previous stock repurchase program. The Company's stock repurchase program does not obligate it to acquire any specific number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 of the Exchange Act. As of September 30, 2019, $800 million remains available for repurchase under this authorization.

(b)

In May 2019, the Company entered into an accelerated share repurchase program (ASR) to purchase $200 million of the Company’s common stock.  In exchange for upfront payments totaling $200 million, the financial institution committed to deliver shares during the ASR’s purchase period, which would end no later than August 2019.  In August 2019, the bank exercised its early termination option and the pricing period closed.  The settlement price, which represents the weighted average price of Ashland’s common stock over the pricing period less a discount, was $75.84 per share.  Based on this settlement price, the final number of shares repurchased by Ashland that were delivered to the financial institution under the ASR was 2.6 million shares, approximately 2.2 million of which were delivered in the third quarter of 2019.  Ashland received the additional 400,508 shares in the fourth quarter of 2019 to settle the difference between the initial share delivery and the total number of shares repurchased.

 

ITEM 6. SELECTED FINANCIAL DATA

See Five-Year Selected Financial Information on page F-69.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

See Management’s Discussion and Analysis of Financial Condition and Results of Operations on pages M-1 through M-41.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Quantitative and Qualitative Disclosures about Market Risk on page M-41.

21


 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of Ashland presented in this annual report on Form 10-K are listed in the index on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures – As of September 30, 2019, Ashland, under the supervision and with the participation of Ashland’s management, including Ashland’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of Ashland’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of September 30, 2019.

Internal Control over Financial Reporting - See Management’s Report on Internal Control Over Financial Reporting on page F-2 and the Reports of the Independent Registered Public Accounting Firm on pages F-3 and F-4.

Changes in Internal Control over Financial Reporting –  There have been no changes in Ashland’s internal control over financial reporting that occurred during the quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, Ashland’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

22


 

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

There is hereby incorporated by reference the information to appear under the caption “Proposal One - Election of Directors” in Ashland’s Proxy Statement, which will be filed with the SEC within 120 days after September 30, 2019. See also the list of Ashland’s executive officers and related information under “Information About Our Executive Officers” in Part I - Item X in this annual report on Form 10-K.

There is hereby incorporated by reference the information to appear under the caption “Corporate Governance - Governance Principles” in Ashland’s Proxy Statement.

There is hereby incorporated by reference the information to appear under the caption “Corporate Governance - Stockholder Nominations of Directors” in Ashland’s Proxy Statement.

There is hereby incorporated by reference the information to appear under the caption “Audit Committee Report” regarding Ashland’s audit committee and audit committee financial experts, as defined under Item 407(d)(4) and (5) of Regulation S-K in Ashland’s Proxy Statement.

There is hereby incorporated by reference the information to appear under the caption “Corporate Governance – Delinquent Section 16(a) Reports” in Ashland’s Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

There is hereby incorporated by reference the information to appear under the captions “Compensation of Directors,” “Corporate Governance - Compensation Committee Interlocks and Insider Participation,” and “Executive Compensation,” in Ashland’s Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

There is hereby incorporated by reference the information to appear under the captions “Ashland Common Stock Ownership of Certain Beneficial Owners,” and “Ashland Common Stock Ownership of Directors and Executive Officers of Ashland” in Ashland’s Proxy Statement.

 

23


 

The following table summarizes the equity compensation plans under which Ashland Common Stock may be issued as of September 30, 2019.

 

 

 

Equity Compensation Plan Information

 

 

Plan Category

 

Number of

securities

to be issued upon

exercise of

outstanding

options,

warrants

and rights

 

 

 

Weighted-average

exercise price of

outstanding

options, warrants

and rights

 

 

 

Number of

securities

remaining

available

for future

issuance

under equity

compensation

plans

(excluding

securities

reflected

in column (a))

 

 

 

 

(a)

 

 

 

 

(b)

 

 

 

(c)

 

 

Equity compensation plans

   approved by security holders

 

 

951,008

 

(1)

 

$

57.94

 

(2)

 

 

6,721,999

 

(3)

Equity compensation plans not

   approved by security holders

 

 

243,278

 

(4)

 

 

 

 

 

 

1,321,738

 

(5)

Total

 

 

1,194,286

 

 

 

$

57.94

 

(2)

 

 

8,043,737

 

 

 

(1)

This figure includes 47,087 net shares that could be issued under stock-settled SARs under the 2006 Ashland Inc. Incentive Plan (“2006 Incentive Plan”), 275,177 net shares that could be issued under stock-settled SARs under the Amended and Restated 2011 Ashland Inc. Incentive Plan (“2011 Incentive Plan”), 216,871 net shares that could be issued under stock-settled SARs, 98,413 shares that could be issued under stock-settled restricted stock units under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (“2015 Incentive Plan”), 109,564 shares that could be issued under stock settled restricted stock units under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (the “2018 Omnibus Plan”), based upon the closing price of Ashland Common Stock on the NYSE as of September 30, 2019 of $77.05. Additionally, this figure includes 18,750 restricted shares granted under the Amended and Restated Ashland Inc. Incentive Plan (“Amended Plan”) and deferred, and 89,781 performance units for the fiscal 2018-2020 performance period payable in Ashland Common Stock under the 2015 Incentive Plan and 71,861 performance units for the fiscal 2019-2021 performance period payable in Ashland Common Stock under the 2018 Omnibus Plan, estimated assuming target performance is achieved. Also included in the figure are 23,504 shares to be issued under the pre-2005 Deferred Compensation Plan for Employees payable in Ashland Common Stock upon termination of employment or service with Ashland. The fiscal 2017-2019 LTIPP is cash-settled and therefore not included in the table above.

(2)

The weighted-average exercise price excludes shares in Ashland Common Stock which may be distributed under the deferred compensation plans and the deferred restricted stock, and performance share units and restricted stock units which may be distributed under the 2011 Incentive Plan, the 2015 Incentive Plan and the 2018 Omnibus Plan, as described in footnotes (1) and (4) in this table.

(3)

This figure includes 3,089,398 shares available for issuance under the Ashland Global Holdings Inc. 2018 Omnibus Plan, 114,653 shares available for issuance under the pre-2005 Deferred Compensation Plan for Employees (closed) and 375,653 shares available for issuance under the pre-2005 Deferred Compensation Plan for Non-Employee Directors (closed). Under the 2018 Incentive Plan, full-value awards, which include all awards other than stock options and SARs, reduce the share reserve on a 2-to-1 basis.  The remaining balance of shares available for grant under the 2015 Incentive Plan are now available for grant under the 2018 Omnibus Plan and are included in the numbers of shares available for issuance under the 2018 Omnibus Plan.  This figure also includes 71,150 shares available for issuance under the 2006 Incentive Plan, 2,565,652 shares available for issuance under the 2011 Incentive Plan and 505,493 shares available for issuance under the 2015 Incentive Plan; however, these plans are closed for new issuances and the only shares remaining to be issued are shares paid in lieu of dividends and for the 2015 Incentive Plan, shares to be issued for unvested performance units and restricted stock units.  

(4)

This figure includes 45,760 shares to be issued under the Deferred Compensation Plan for Employees (2005), which is described in the “Non-Qualified Deferred Compensation-Ashland Employees’ Deferral Plan” section of Ashland’s proxy statement, and 197,518 shares to be issued under the Deferred Compensation Plan for Non-Employee Directors (2005), which is described in the “Compensation of Directors” section of Ashland’s proxy statement, payable in Ashland Common Stock upon termination of employment or service with Ashland. Because these plans are not equity compensation plans as defined by the rules of the NYSE, neither plan required approval by Ashland’s stockholders.

(5)

This figure includes 625,395 shares available for issuance under the Deferred Compensation Plan for Employees (2005) and 696,343 shares available for issuance under the Deferred Compensation Plan for Non-Employee Directors (2005). Because these plans are not equity compensation plans as defined by the rules of the NYSE, neither plan required approval by Ashland’s stockholders.

 

24


 

There is hereby incorporated by reference the information to appear under the captions “Corporate Governance - Director Independence and Certain Relationships,” “Corporate Governance - Related Person Transaction Policy,” and “Audit Committee Report” in Ashland’s Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

There is hereby incorporated by reference the information with respect to principal accounting fees and services to appear under the captions “Audit Committee Report” and “Proposal Two - Ratification of Independent Registered Public Accountants” in Ashland’s Proxy Statement.

25


 

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Report

(1) Financial Statements; and

(2) See Item 15(b) in this annual report on Form 10-K

The consolidated financial statements of Ashland presented in this annual report on Form 10-K are listed in the index on page F-1.

Schedules other than that listed above have been omitted because of the absence of the conditions under which they are required or because the information required is shown in the consolidated financial statements or the notes thereto. Separate financial statements of unconsolidated affiliates are omitted because each company does not constitute a significant subsidiary using the 20% tests when considered individually.

(b) Documents required by Item 601 of Regulation S-K

2.1

Stock and Asset Purchase Agreement, dated as of February 18, 2014, between Ashland Inc. and CD&R Seahawk Bidco, LLC (filed as Exhibit 2.1 to Ashland’s Form 8-K filed on February 24, 2014 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

2.2

Sale and Purchase Agreement related to the ASK Chemicals Group, dated April 8, 2014, among Ashland Inc., Ashland International Holdings, Inc., Clariant Produkte (Deutschland) GmbH, Clariant Corp., mertus 158. GmbH, Ascot US Bidco Inc. and Ascot UK Bidco Limited (filed as Exhibit 2.1 to Ashland’s Form 8-K filed on April 14, 2014 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

2.3

Agreement and Plan of Merger dated May 31, 2016, by and among Ashland Inc., Ashland Global Holdings Inc. and Ashland Merger Sub Corp. (filed as Exhibit 2.1 to Ashland’s Form 8-K filed on May 31, 2016 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

2.4

Stock and Asset Purchase Agreement, dated November 14, 2018, between Ashland Global Holdings Inc. and INEOS Enterprises Holdings Limited (pursuant to Item 601(b)(2) of Regulation S-K, exhibits, schedules and certain annexes to the Stock and Asset Purchase Agreement have been omitted; exhibits, schedules and annexes will be supplementally provided to the SEC upon request) (filed as Exhibit 2.1 to Ashland’s Form 8-K filed on November 20, 2018 (SEC File No. 333-211719), and incorporated herein by reference.)

 

 

 

2.5

First Amendment to Stock and Asset Purchase Agreement, dated July 1, 2019, between Ashland Global Holdings Inc. and INEOS Enterprises Holdings Limited (pursuant to Item 601(b)(2) of Regulation S-K, exhibits, schedules and certain annexes to the Stock and Asset Purchase Agreement have been omitted; exhibits, schedules and annexes will be supplementally provided to the SEC upon request) (filed as Exhibit 2.1 to Ashland’s Form 8-K filed on July 8, 2019 (SEC File No. 333-211719) and incorporated herein by reference).

 

 

 

2.6

Second Amendment to Stock and Asset Purchase Agreement, dated July 30, 2019, between Ashland Global Holdings Inc. and INEOS Enterprises Holdings Limited (pursuant to Item 601(b)(2) of Regulation S-K, exhibits, schedules and certain annexes to the Stock and Asset Purchase Agreement have been omitted; exhibits, schedules and annexes will be supplementally provided to the SEC upon request (filed as Exhibit 2.1 to Ashland’s Form 8-K filed on August 2, 2019 (SEC File No. 333-211719) and incorporated herein by reference).

 

 

 

3.1

Amended and Restated Articles of Incorporation of Ashland Global Holdings Inc. (filed as Exhibit 3.1 to Ashland’s Form 8-K filed on September 20, 2016 (SEC File No. 001-32532), and incorporated by reference herein).

 

 

 

3.2

Amended and Restated By-laws of Ashland Global Holdings Inc. (filed as Exhibit 3.1 to Ashland’s Form 8-K filed November 17, 2017 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

4.1

Ashland agrees to provide the SEC, upon request, copies of instruments defining the rights of holders of long-term debt of Ashland and all of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed with the SEC.

 

 

 

26


 

4.2

Warrant Agreement dated July 27, 1999 between Hercules and The Chase Manhattan Bank, as warrant agent (filed as Exhibit 4.4 to Hercules’ Form 8-K filed on July 28, 1999 (SEC File No. 001-00496), and incorporated herein by reference).

 

 

 

4.3

Form of Series A Junior Subordinated Deferrable Interest Debentures (filed as Exhibit 4.5 to Hercules’ Form 8-K filed on July 28, 1999 (SEC File No. 001-00496), and incorporated herein by reference).

 

 

 

4.4

Form of CRESTSM Unit (filed as Exhibit 4.7 to Hercules’ Form 8-K filed on July 28, 1999 (SEC File No. 001-00496), and incorporated herein by reference).

 

 

 

4.5

Form of Warrant (filed as Exhibit 4.8 to Hercules’ Form 8-K filed on July 28, 1999 (SEC File No. 001-00496), and incorporated herein by reference).

 

 

 

4.6

Form of $100,000,000 6.6% Debenture due August 27, 2027 (filed as Exhibit 4.2 to Hercules’ Form 8-K filed on July 30, 1997 (SEC File No. 001-00496), and incorporated herein by reference).

 

 

 

4.7

Indenture, dated as of August 7, 2012, between Ashland Inc. and U.S. Bank N.A., as Trustee (filed as Exhibit 4.1 to Ashland’s Form 8-K filed on September 21, 2012 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

4.8

First Supplemental Indenture, dated as of February 26, 2013, between Ashland Inc. and U.S. Bank National Association, as Trustee, in respect of the senior notes due 2022 (filed as Exhibit 4.11 to Ashland’s Form 10-K for the fiscal year ended September 30, 2013 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

4.9

Indenture, dated as of February 26, 2013, between Ashland Inc. and U.S. Bank National Association, as Trustee (filed as Exhibit 4.3 to Ashland’s Form 8-K filed on February 27, 2013 (SEC File No. 001- 32532), and incorporated herein by reference).

 

 

 

4.10

First Supplemental Indenture, dated as of February 26, 2013, between Ashland Inc. and U.S. Bank National Association, as Trustee, in respect of the senior notes due 2016, 2018 and 2043 (filed as Exhibit 4.4 to Ashland’s Form 8-K filed on February 27, 2013 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

4.11

Second Supplemental Indenture, dated as of March 14, 2013, between Ashland Inc. and U.S. Bank National Association, as Trustee, in respect of the senior notes due 2043 (filed as Exhibit 4.2 to Ashland’s Form 8-K filed on March 18, 2013 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

4.12

Second Supplemental Indenture dated October 19, 2016, among Ashland LLC, Ashland Global Holdings Inc. and US Bank National Association, to the Indenture dated as of August 7, 2012 between Ashland LLC and US Bank National Association (filed as Exhibit 4.1 to Ashland’s Form 8-K filed on October 20, 2016 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

4.13

Third Supplemental Indenture dated October 19, 2016, among Ashland LLC, Ashland Global Holdings Inc. and US Bank National Association, to the Indenture dated as of February 27, 2013 between Ashland LLC and US Bank National Association (filed as Exhibit 4.2 to Ashland’s Form 8-K filed on October 20, 2016 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

4.14(a)**

Description of Capital Stock.

 

 

 

4.14(b)**

Description of 6.875% Senior Notes due 2043.

 

 

 

4.14(c)**

Description of 4.750% Senior Notes due 2022.

 

 

27


 

The following Exhibits 10.1 through 10.45 are contracts or compensatory plans or arrangements or management contracts required to be filed as exhibits pursuant to Items 601(b)(10)(ii)(A) and 601(b)(10)(iii)(A) and (B) of Regulation S-K.

 

10.1

Ashland Inc. Deferred Compensation Plan for Non-Employee Directors and Amendment No. 1 (filed as Exhibit 10.5 to Ashland’s Form 10-Q for the quarter ended December 31, 2004 (SEC File No. 001-02918), and incorporated herein by reference).

 

 

 

10.2

Ashland Inc. Deferred Compensation Plan and Amendment No. 1 (filed as Exhibit 10.3 to Ashland’s Form 10-Q for the quarter ended December 31, 2004 (SEC File No. 001-02918), and incorporated herein by reference).

 

 

 

10.3

Amended and Restated Ashland Global Holdings Inc. Deferred Compensation Plan for Employees (2005) effective as of January 1, 2017 (filed as Exhibit 10.3 to Ashland’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

10.4

Amended and Restated Ashland Inc. Deferred Compensation Plan for Non-Employee Directors (2005) (filed as Exhibit 10.4 to Ashland’s Form 10-K for the fiscal year ended September 30, 2008 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.5

Amendment to the Amended and Restated Ashland Inc. Deferred Compensation Plan for Non-Employee Directors (2005) (filed as Exhibit 10.4 to Ashland’s Form 10-Q for the quarter ended March 31, 2015 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.6

Amended and Restated Ashland Global Holdings Inc. Deferred Compensation Plan for Non-Employee Directors (2005) effective as of January 1, 2017 (filed as Exhibit 10.4 to Ashland’s Form 10-Q for the quarter ended December 31, 2016 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.7

Amended and Restated Ashland Inc. Deferred Compensation Plan for Employees (2005) (filed as Exhibit 10.3 to Ashland’s Form 10-K for the fiscal year ended September 30, 2008 (SEC File No. 001-32532) and incorporated herein by reference).

 

 

 

10.8

 

Ashland Global Holdings Inc. Deferred Compensation Plan for Employees (Amended and Restated Effective as of May 22, 2019) (filed as Exhibit 10.1 to Ashland’s Form10-Q for the quarter ended June 30, 2019 (SEC File No. 33-211719), and incorporated herein by reference).

 

 

 

10.9

 

Ashland Global Holdings Inc. Deferred Compensation Plan for Non-Employee Directors (Amended and Restated as of May 22, 2019) (filed as Exhibit 10.2 to Ashland’s Form 10-Q for the quarter ended June 30, 2019 (SEC File No. 33-21179), and incorporated herein by reference).

 

 

 

10.10

Ashland Supplemental Defined Contribution Plan for Certain Employees (filed as Exhibit 10.3 to Ashland’s Form 10-Q for the quarter ended March 31, 2011 (SEC File No. 001-32532), and incorporated herein by reference) (Frozen).

 

 

 

10.11

Form of Chief Executive Officer Change in Control Agreement (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on October 9, 2015 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.12

Form of Executive Officer Change in Control Agreement (filed as Exhibit 10.2 to Ashland’s Form 8-K filed on October 9, 2015 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.13

Amended and Restated Ashland Inc. Incentive Plan (filed as Exhibit 10.17 to Ashland’s Form 10-K for the fiscal year ended September 30, 2009 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.14

2006 Ashland Inc. Incentive Plan (filed as Exhibit 10 to Ashland’s Form 10-Q for the quarter ended December 31, 2005 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.15

Amended and Restated 2011 Ashland Inc. Incentive Plan (filed as Exhibit 10.2 to Ashland’s Form 8-K filed on February 1, 2013 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.16

Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (filed as Exhibit 10.21 to Ashland’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

10.17

Form of Stock Appreciation Rights Award Agreement under the Amended and Restated 2011 Ashland Inc. Incentive Plan (filed as Exhibit 10.16 to Ashland’s Form 10-K for the fiscal year ended September 30, 2014 (SEC File No. 001-32532), and incorporated herein by reference).

28


 

 

 

 

10.18

Form of Restricted Stock Award Agreement under the Amended and Restated 2011 Ashland Inc. Incentive Plan (filed as Exhibit 10.18 to Ashland’s Form 10-K for the fiscal year ended September 30, 2014 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.19

Form of Restricted Stock Award Agreement under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (filed as Exhibit 10.5 to Ashland’s Form 10-Q for the quarter ended March 31, 2015 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.20

Form of Stock Appreciation Rights Award Agreement under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (filed as Exhibit 10.7 to Ashland’s Form 10-Q for the quarter ended March 31, 2015 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.21

Form of Restricted Stock Award Agreement under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (Double-Trigger Form) (filed as Exhibit 10.2 to Ashland’s Form 8-K filed on July 20, 2015 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.22

Form of Performance-Based Restricted Stock Award Agreement (filed as Exhibit 10.3 to Ashland’s Form 8-K filed on October 9, 2015 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.23

Form of Restricted Stock Award Agreement under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (Double-Trigger Form) (filed as Exhibit 10.37 to Ashland’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

10.24

Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (Double-Trigger Form) (filed as Exhibit 10.38 to Ashland’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

10.25

Form of Stock Appreciation Rights Award Agreement under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (Double-Trigger Form) (filed as Exhibit 10.39 to Ashland’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

10.26

Form of Performance Unit (LTIP) Award Agreement under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (Double-Trigger Form) (filed as Exhibit 10.40 to Ashland’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

10.27

Form of Indemnification Agreement between Ashland and members of its Board of Directors (filed as Exhibit 10.2 to Ashland’s Form 8-K filed on September 20, 2016 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.28

Ashland Severance Pay Plan effective as of January 1, 2017 (filed as Exhibit 10.49 to Ashland’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

10.29

 

Form of Cash-Settled Performance Unit (LTIP) Award Agreement under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (Double-Trigger Form) (filed as Exhibit 10.59 to Ashland’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

10.30

Amended and Restated Hercules Deferred Compensation Plan effective January 1, 2008 (filed as Exhibit 10.8 to Ashland’s Form 10-K for the fiscal year ended on September 30, 2010 (SEC File No. 001-32532), and incorporated herein by reference).

 

 

 

10.31

Amendment to the Amended and Restated Hercules Deferred Compensation Plan dated September 30, 2016 (annuity cash-out) (filed as Exhibit 10.61 to Ashland’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

10.32

Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

29


 

10.33

Form of Stock-Settled Restricted Stock Unit Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (filed as Exhibit 10.2 to Ashland’s Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.34

Form of Restricted Stock Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (filed as Exhibit 10.3 to Ashland’s Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.35

Form of Stock Appreciation Rights Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (filed as Exhibit 10.4 to Ashland’s Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.36

Form of Performance Unit Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (filed as Exhibit 10.5 to Ashland’s Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.37

Form of Cash-Settled Restricted Stock Unit Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (filed as Exhibit 10.6 to Ashland’s Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.38

Ashland Global Holdings Inc. NonQualified Defined Contribution Plan (Amended and Restated as of May 22, 2019) (filed as Exhibit 10.3 to Ashland’s Form 10-Q for the quarter ended June 30, 2019 (SEC File No. 33-21179), and incorporated herein by reference).

 

 

 

10.39**

Ashland Global Holdings Inc. Supplemental Defined Contribution Plan for Certain Employees (Amended and Restated as of May 22, 2019).

 

 

 

10.40

Form of Restricted Stock Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (with pro-rata vesting upon death, disability and retirement) (filed as Exhibit 10.5 to Ashland’s Form 10-Q for the quarter ended June 30, 2019 (SEC File No. 33-211719), and incorporated herein by reference).

 

 

 

10.41

Form of Stock Appreciation Rights Award Agreement (Stock Settled) under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (with pro-rata vesting upon death, disability and retirement) (filed as Exhibit 10.6 to Ashland’s Form 10-Q for the quarter ended June 30, 2019 (SEC File No. 33-211719), and incorporated herein by reference).

 

 

 

10.42

Form of Restricted Stock Unit Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (with pro-rata vesting upon death, disability and retirement) (filed as Exhibit 10.7 to Ashland’s Form 10-Q for the quarter ended June 30, 2019 (SEC File No. 33-211719), and incorporated herein by reference).

 

 

 

10.43

Form of Stock-Settled Performance Unit Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (with pro-rata vesting upon death, disability and retirement) (filed as Exhibit 10.8 to Ashland’s Form 10-Q for the quarter ended June 30, 2019 (SEC File No. 33-211719), and incorporated herein by reference).

 

 

 

10.44

Offer Letter dated as of October 8, 2019, entered into by Guillermo Novo and Ashland Global Holdings Inc. (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on October 8, 2019 (SEC File No. 333-211719) and incorporated herein by reference).

 

 

 

10.45

Letter Agreement dated as of October 8, 2019, entered into by William A. Wulfsohn and Ashland Global Holdings Inc. (filed as Exhibit 10.2 to Ashland’s Form 8-K filed on October 8, 2019 (SEC File No. 333-211719) and incorporated herein by reference).

 

 

 

10.46

Stock Purchase Agreement dated as of May 30, 2011, entered into by and among The Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman, The Samuel J. Heyman 1981 Continuing Trust for Eleanor S. Heyman, The Samuel J. Heyman 1981 Continuing Trust for Jennifer L. Heyman, The Samuel J. Heyman 1981 Continuing Trust for Elizabeth D. Heyman, The Lazarus S. Heyman Age 50 Trust for Assets Appointed Under Will of Lazarus S. Heyman, The Eleanor S. Heyman Age 50 Trust for Assets Appointed Under Will of Lazarus S. Heyman, The Jennifer L. Heyman Age 50 Trust for Assets Appointed Under Will of Lazarus S. Heyman, The Elizabeth D. Heyman Age 50 Trust for Assets Appointed Under Will of Lazarus S. Heyman, The Horizon Holdings Residual Trust, RFH Investment Holdings LLC, Ashland and Ronnie F. Heyman, as representative of the Seller Parties (filed as Exhibit 2.1 to Ashland’s Form 8-K filed on May 31, 2011 (SEC File No. 001-32532), and incorporated herein by reference).

30


 

 

 

 

10.47

Credit Agreement, dated as of May 17, 2017, among Ashland LLC, as Borrower, The Bank of Nova Scotia, as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender and L/C Issuer party thereto and the other agents party thereto (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on May 18, 2017 (SEC File No. 333-211719) and incorporated herein by reference).

 

 

 

10.48

Amendment No. 1 dated as of May 19, 2017, among Ashland LLC, as Borrower (the “Borrower”), certain subsidiaries of the Borrower, The Bank of Nova Scotia, as Administrative Agent (the “Administrative Agent”), and Citibank, N.A., as the Incremental Revolving Credit Lender, to the Credit Agreement dated as of May 17, 2017, among the Borrower, the Administrative Agent, each lender and letter of credit issuer party thereto and the other agents party thereto (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on May 22, 2017 (SEC File No. 333-211719) and incorporated herein by reference).

 

 

 

10.49

Amendment No. 2 dated as of June 14, 2017, among Ashland LLC, as Borrower (the “Borrower”), certain subsidiaries of the Borrower, The Bank of Nova Scotia, as Administrative Agent (the “Administrative Agent”), and Citibank, N.A., as the Term B Lender, to the Credit Agreement dated as of May 17, 2017, among the Borrower, the Administrative Agent, each lender and letter of credit issuer party thereto and the other agents party thereto (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on June 14, 2017 (SEC File No. 333-211719) and incorporated herein by reference).

 

 

 

10.50

Amendment No. 3 to the Credit Agreement dated as of May 17, 2017, dated as of May 22, 2018, among Ashland LLC, as Borrower, the Lenders from time to time party thereto, The Bank of Nova Scotia, as Administrative Agent, Swing Line Lender and an L/C Issuer, each other L/C Issuer from time to time party thereto and Citibank, N.A., as Syndication Agent, and the various other parties thereto (as amended by Amendment No. 1 to the Credit Agreement, dated as of May 19, 2017, as further amended by Amendment No. 2 to the Credit Agreement, dated as of June 14, 2017, and as further amended, restated, modified and supplemented from time to time) (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on May 23, 2018 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.51

Amendment No. 4 to the Credit Agreement dated as of May 17, 2017, dated as of June 29, 2018, among Ashland LLC, as Borrower, The Lenders from time to time party thereto, The Bank of Nova Scotia, as Administrative Agent (the “Administrative Agent”), Swing Line Lender and an L/C Issuer, each other L/C Issuer from time to time party thereto and Citibank, N.A., as Syndication Agent, and the various other parties thereto (as amended by Amendment No. 1 to the Credit Agreement, dated as of May 19, 2017, as further amended by Amendment No. 2 to the Credit Agreement, dated as of June 14, 2017 and Amendment No. 3 to the Credit Agreement, dated as of May 22, 2018, and as further amended, restated, modified and supplemented from time to time) (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on July 2, 2018 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.52

Assumption Agreement dated September 20, 2016, by and between Ashland Global Holdings Inc. and Ashland Inc. (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on September 20, 2016 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.53

Separation Agreement dated as of September 22, 2016, between and among Ashland Global Holdings Inc. and Valvoline Inc. (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on September 28, 2016 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.54

Tax Matters Agreement dated as of September 22, 2016, between and among Ashland Global Holdings Inc. and Valvoline Inc. (filed as Exhibit 10.4 to Ashland’s Form 8-K filed on September 28, 2016 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.55

Employee Matters Agreement dated as of September 22, 2016, between and among Ashland Global Holdings Inc. and Valvoline Inc. (filed as Exhibit 10.5 to Ashland’s Form 8-K filed on September 28, 2016 (SEC File No. 333-211719), and incorporated herein by reference).

 

 

 

10.56

Stock Purchase Agreement, dated April 14, 2017, by and among Ashland LLC, Pharmachem Laboratories, Inc., the holders of common stock of Pharmachem Laboratories, Inc., Dr. David Peele, and Photon SH Representative LLC, solely as the shareholders’ representative (filed as Exhibit 2.1 to Ashland’s Form 8-K filed on May 18, 2017 (SEC File No. 333-211719) and incorporated herein by reference).

31


 

 

 

 

10.57

Amendment No. 1 to the Stock Purchase Agreement, dated May 16, 2017, by and among Ashland LLC, Pharmachem Laboratories, Inc., the holders of common stock of Pharmachem Laboratories, Inc., Dr. David Peele, and Photon SH Representative LLC, solely as the shareholders’ representative (filed as Exhibit 2.2 to Ashland’s Form 8-K filed on May 18, 2017 (SEC File No. 333-211719) and incorporated herein by reference).

 

 

 

10.58

Amendment No. 2 to the Stock Purchase Agreement, dated August 23, 2017, by and among Ashland LLC, Pharmachem Laboratories, Inc., the holders of common stock of Pharmachem Laboratories, Inc., Dr. David Peele, and Photon SH Representative LLC, solely as the shareholders’ representative (filed as Exhibit 10.84 to Ashland’s Form 10-K for the fiscal year ended September 30, 2017 (SEC File No. 333-211719), and incorporated by reference herein).

 

 

 

10.59

Agreement, dated January 22, 2019, by and amount Ashland Global Holdings Inc., Cruiser Capital Advisors, LLC, Keith M. Rosenbloom, Cruiser Capital Master Fund LP, Metamorphosis IV LLC, William H. Joyce, Metamorphosis Master Fund LP, Cruiser Capital Metamorphosis Advisors, LLC, Cruiser Capital, LLC, Cruiser Capital, Ltd., the William H. Joyce Revocable Trust and the Joyce Family Irrevocable Trust (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on January 22, 2019 (SEC File No. 333-211719), and incorporated herein by reference.)

 

 

 

10.60

Master Confirmation – Uncollared Accelerated Share Repurchase, dated May 6, 2019, between Ashland Global Holdings Inc. and Goldman Sachs (filed as Exhibit 10.1 to Ashland’s Form 8-K filed on May 7, 2019 (SEC File No. 333-211719) and incorporated herein by reference).

 

 

 

21**

List of Subsidiaries.

 

 

 

23.1**

Consent of Ernst & Young LLP.

 

 

 

23.2**

Consent of Hamilton, Rabinovitz & Associates, Inc.

 

 

 

23.3**

Consent of Nathan Associates, Inc.

 

 

 

24**

Power of Attorney.

 

 

 

31.1**

Certification of William A. Wulfsohn, Chief Executive Officer of Ashland, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2**

Certification of J. Kevin Willis, Chief Financial Officer of Ashland, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32**

Certification of William A. Wulfsohn, Chief Executive Officer of Ashland, and J. Kevin Willis, Chief Financial Officer of Ashland, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS*

 

Inline XBRL Instance Document.

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

104

 

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

 

 

 

 

*

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Statements of Consolidated Comprehensive Income (Loss) for years ended September 30, 2019, 2018 and 2017; (ii) Consolidated Balance Sheets at September 30, 2019 and 2018; (iii) Statements of Consolidated Equity at

32


 

September 30, 2019, 2018 and 2017; (iv) Statements of Consolidated Cash Flows for years ended September 30, 2019, 2018 and 2017; and (v) Notes to Consolidated Financial Statements.

**

Filed herewith.

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

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

Trademark owned by a third party.

Upon written or oral request, a copy of the above exhibits will be furnished at cost.

 

ITEM 16. FORM 10-K SUMMARY

None.

33


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

ASHLAND GLOBAL HOLDINGS INC.

 

(Registrant)

 

By:

 

/s/ J. Kevin Willis

 

J. Kevin Willis

 

Senior Vice President and Chief Financial Officer

 

Date: November 25, 2019

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, in the capacities indicated, on November 25, 2019.

 

Signatures

 

Capacity

/s/ William A. Wulfsohn

 

Chairman of the Board, Chief Executive Officer and Director

William A. Wulfsohn

 

(Principal Executive Officer)

/s/ J. Kevin Willis

 

Senior Vice President and Chief Financial Officer

J. Kevin Willis

 

(Principal Financial Officer)

/s/ J. William Heitman

 

Vice President and Controller

J. William Heitman

 

(Principal Accounting Officer)

 

 

 

*

 

Director

Brendan M. Cummins

 

 

*

 

Director

William G. Dempsey

 

 

*

 

Director

Jay V. Ihlenfeld

 

 

*

 

Director

Susan L. Main

 

 

*

 

Director

Guillermo Novo

 

 

*

 

Director

Jerome A. Peribere

 

 

*

 

Director

Craig A. Rogerson

 

 

*

 

Director

Mark C. Rohr

 

 

*

 

Director

Janice J. Teal

 

 

*

 

Director

Kathleen Wilson-Thompson

 

 

 

*By:

/s/ Peter J. Ganz

 

Peter J. Ganz

 

Attorney-in-Fact

 

 

Date: