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Acquisitions and Divestitures
9 Months Ended
Jun. 30, 2022
Business Combinations [Abstract]  
Acquisitions and Divestitures

NOTE B – ACQUISITIONS AND DIVESTITURES

Acquisitions

Personal Care acquisition

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

The all-cash purchase price of Schülke was $312 million. Ashland incurred acquisition related transaction costs of $2 million and $4 million during the three and nine months ended June 30, 2021, respectively, which are recorded within the income on acquisitions and divestitures, net caption within the Statement of Consolidated Comprehensive Income (Loss). Within this same caption, Ashland recognized income of $4 million and $1 million during the three and nine months ended June 30, 2021, respectively, associated with foreign currency derivatives gains on foreign exchange contracts entered into to mitigate the exposure of the Euro dominated purchase price.

Divestitures

Performance Adhesives

On February 28, 2022, Ashland completed the sale of its Performance Adhesives business. Proceeds from the sale were approximately $1.7 billion, net of transaction costs. Ashland recognized a $732 million gain on sale within the Income (loss) from Discontinued Operations caption of the Statements of Consolidated Comprehensive Income (Loss) during the second quarter of fiscal 2022.

The transaction represented a strategic shift in Ashland’s business and had a major effect on Ashland’s operations and financial results. Accordingly, the operating results and cash flows related to Performance Adhesives have been reflected as discontinued operations in the Statements of Consolidated Comprehensive Income (Loss) and Statements of Condensed Consolidated Cash Flows, while the assets and liabilities that were sold have been classified within the Condensed Consolidated Balance Sheets as held for sale in periods preceding the sale. See Note C for the results of operations for Performance Adhesives 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 Performance Adhesives segment 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 $1 million and $4 million for the three months ended June 30, 2022 and 2021, respectively, and $8 million and $12 million for the nine months ended June 30, 2022 and 2021, respectively.

Following the completion of the sale, Ashland is providing certain transition services to Arkema for a fee. While the transition services are expected to vary in duration depending upon the type of service provided, Ashland does not expect these transition services, or related fees, will be significant. Ashland recognized transaction service fee income of less than $1 million for the three and nine months ended June 30, 2022.

Other manufacturing facility sales

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

Other corporate assets

During the three and nine months ended June 30, 2022, Ashland completed the sale of two excess land properties. The net book value of the land was $8 million as of September 30, 2021. Ashland received net proceeds of approximately $50 million and recorded pre-tax gains of $35 million and $42 million within the Income (loss) on acquisitions and divestitures, net caption of the Statements of Consolidated Comprehensive Income (Loss) for the three and nine months ended June 30, 2022, respectively.

Held for sale classification

The assets and liabilities of the Performance Adhesives segment, along with other properties, had been reflected as assets and liabilities held for sale as described above for the period ended September 20, 2021. 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 Condensed Consolidated Balance Sheets. These assets and liabilities are comprised of the following components:

 

 

September 30

 

(In millions)

 

2021

 

Accounts receivable, net

 

$

26

 

Inventories

 

 

27

 

Net property, plant and equipment

 

 

80

 

Goodwill

 

 

453

 

Operating lease assets, net

 

 

10

 

Other assets

 

 

1

 

Current assets held for sale

 

$

597

 

 

 

 

 

Trade and other payables

 

$

33

 

Accrued expenses and other liabilities

 

 

7

 

Current operating lease obligations

 

 

1

 

Operating lease obligations

 

 

9

 

Current liabilities held for sale

 

$

50