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Divestitures
12 Months Ended
Sep. 30, 2019
Divestitures [Abstract]  
Divestitures

NOTE D – DIVESTITURES

Composites and Marl facility

On November 15, 2018, Ashland announced that it had signed a definitive agreement to sell its Composites segment and Intermediates and Solvents Marl facility to INEOS Enterprises (INEOS) in a transaction valued at $1.1 billion. Ashland was to retain the remaining Intermediates and Solvents facility in Lima, Ohio primarily for its own internal business use.

In late July of 2019, Ashland and INEOS agreed to certain additional changes to the sale agreement. As part of the proposed changes, the purchase price was adjusted to $1.015 billion while Ashland retained the right to the Maleic business, including the retention of any subsequent sale proceeds.

On August 30, 2019 Ashland completed the previously announced sale of its Composites business (excluding the Maleic business) and butanediol manufacturing facility in Marl, Germany to INEOS. Net proceeds from the sale were approximately $1 billion and were used primarily for debt reductions. Approximately $0.9 billion of debt has been retired by September 30, 2019.

As a result of the sale, Ashland recognized a $372 million after-tax gain within the Statement of Consolidated Comprehensive Income (Loss) within the income from discontinued operations caption.

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

Certain indirect corporate costs included within the selling, general and administrative expense caption of the Statements of Consolidated Comprehensive Income (Loss) that were previously allocated to the Composites segment and Marl facility do not qualify for classification within discontinued operations and are now reported as selling, general and administrative expense within continuing operations on a consolidated basis and within the Unallocated and other segment. These costs were $41 million, $46 million and $36 million during the twelve months ended September 30, 2019, 2018, and 2017, respectively.  Ashland is currently implementing plans to eliminate these costs as part of the global restructuring program.

Subsequent to the completion of the sale, Ashland is providing certain transition services to INEOS for a fee. While the transition services are expected to vary in duration depending upon the type of service provided, Ashland expects to reduce costs as the transition services are completed. Ashland recognized transition service fees of $1 million during 2019 for the one month period since the completion of the divestiture.

Specialty Ingredients Facility

During 2017, Ashland committed to a plan to reorganize certain operations within the Specialty Ingredients reportable segment resulting in the closure of a manufacturing facility that was previously operational. As a result of this closure, Ashland recorded accelerated depreciation of $13 million for the remaining value of the machinery and equipment related to this facility, as well as an additional $1 million reserve for employee costs associated with the facility closure during 2017.

During 2018, Ashland entered into a definitive sale agreement to sell the facility and recognized a loss of $2 million before tax. The loss was reported within the net loss on acquisitions and divestitures caption within the Statement of Consolidated Comprehensive Income (Loss) for 2018.

Ashland determined this transaction did not qualify for discontinued operations treatment since it did not represent a strategic shift that had or will have a major effect on Ashland’s operations and financial results.

Specialty Ingredients Joint Venture

During September 2016, Ashland entered into a definitive sale agreement to sell its ownership interest in a Specialty Ingredients consolidated joint venture. Ashland recognized a loss of $12 million before tax in 2016 to recognize the assets at fair value less cost to sell, using Level 2 nonrecurring fair value measurements.

During 2017, Ashland completed the transfer of its ownership interest in the joint venture and recognized an additional loss of $4 million primarily related to a license fee and tax adjustments.

The loss in 2017 was reported within the net loss on acquisitions and divestitures caption within the Statements of Consolidated Comprehensive Income (Loss).

Ashland determined this transaction did not qualify for discontinued operations treatment since it did not represent a strategic shift that had or will have a major effect on Ashland’s operations and financial results.

 

Other corporate assets

Ashland is currently in the process of pursuing options to divest several corporate assets, primarily related to land and buildings, that are expected to close within the next 12 months. The net property, plant and equipment value related to these sites was $6 million at September 30, 2019 and $9 million at September 30, 2018. During 2019, a $5 million impairment charge was recorded within the selling, general and administrative expense caption of the Statement of Consolidated Comprehensive Income (Loss) for one of these corporate assets.

Held for sale classification

 

The assets and liabilities of Composites and the Marl facility, including the Maleic business, along with other corporate asset divestitures for current and prior periods have been reflected as assets and liabilities held for sale. As a result, in accordance with U.S. GAAP standards, depreciation and amortization were not being recorded within the Statements of Consolidated Comprehensive Income (Loss) and the Consolidated Balance Sheets. These assets and liabilities are comprised of the following components:

 

(In millions)

 

2019

 

 

2018

 

Accounts receivable, net (a)

 

$

5

 

 

$

159

 

Inventories

 

 

3

 

 

 

67

 

Net property, plant and equipment

 

 

34

 

 

 

 

Goodwill

 

 

14

 

 

 

 

Intangibles

 

 

 

 

 

 

Deferred income taxes

 

 

 

 

 

 

Other assets

 

 

3

 

 

 

14

 

Current assets held for sale

 

$

59

 

 

$

240

 

 

 

 

 

 

 

 

 

 

Net property, plant and equipment

 

$

 

 

$

254

 

Goodwill

 

 

 

 

 

144

 

Intangibles

 

 

 

 

 

40

 

Deferred income taxes

 

 

 

 

 

7

 

Other assets

 

 

 

 

 

32

 

Noncurrent assets held for sale

 

$

 

 

$

477

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

$

6

 

 

$

152

 

Employee benefit obligations

 

 

 

 

 

 

Accrued expenses and other liabilities

 

 

1

 

 

 

11

 

Other liabilities

 

 

 

 

 

 

Current liabilities held for sale

 

$

7

 

 

$

163

 

 

 

 

 

 

 

 

 

 

Employee benefit obligations

 

 

 

 

 

23

 

Other liabilities

 

 

 

 

 

3

 

Noncurrent liabilities held for sale

 

$

 

 

$

26

 

 

 

 

 

 

 

 

 

 

(a)

Accounts receivable included an allowance for doubtful accounts of $3 million as of September 30, 2018.