UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 11-K

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK

PURCHASE, SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

(Mark One):

 

 

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

 

For the fiscal year ended December 31, 2019

 

OR

 

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from __________ to __________

 

Commission File Number 333-211719

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

ASHLAND GLOBAL HOLDINGS INC.

8145 Blazer Drive

Wilmington, Delaware 19808

 

Telephone Number (302) 995-3000

 

 

 

 


 

International Specialty Products Inc. 401(k) Plan

 

Financial Statements and Schedules

 

December 31, 2019 and 2018 and for the year ended

December 31, 2019, with Report of Independent Registered Public Accounting Firm

 

CONTENTS

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

3

 

 

Audited Financial Statements

 

 

 

Statements of Net Assets Available for Benefits

4

Statement of Changes in Net Assets Available for Benefits

5

Notes to Financial Statements

6

 

 

Schedules *

 

 

 

Schedule H; Line 4i – Schedule of Assets (Held at End of Year)

17

 

*

Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

 

 

 

 

-2-


 

report of INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Investment and Administrative Oversight Committee

and Participants of the International Specialty Products Inc. 401(k) Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the International Specialty Products Inc. 401(k) Plan (the “Plan”) as of December 31, 2019 and 2018, and the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 and 2018, and the changes in net assets available for benefits for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information contained in Schedule H: Line 4i, has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/S/ Blue and Co

 

We have served as the Plan’s auditor since 2012.

Lexington, Kentucky

June 12, 2020

 

-3-


 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

December 31

 

(in thousands)

 

2019

 

 

2018

 

Assets

 

 

 

 

 

 

 

 

Interest in the Ashland LLC Savings Plan Master Trust:

 

 

 

 

 

 

 

 

Investments at fair value

 

$

97,307

 

 

$

83,693

 

Investment contracts at contract value

 

 

14,253

 

 

 

12,988

 

Receivables:

 

 

 

 

 

 

 

 

Participant contributions

 

 

110

 

 

 

190

 

Employer contributions

 

 

41

 

 

 

73

 

Notes receivable from participants

 

 

2,669

 

 

 

2,279

 

Total assets

 

 

114,380

 

 

 

99,223

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Accrued expenses

 

 

8

 

 

 

42

 

Total liabilities

 

 

8

 

 

 

42

 

 

 

 

 

 

 

 

 

 

Net assets available for benefits

 

$

114,372

 

 

$

99,181

 

 

 

See accompanying notes to financial statements.

 

-4-


 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

Year Ended December 31, 2019

 

(in thousands)

 

 

 

Additions to net assets attributed to:

 

 

 

Contributions:

 

 

 

Participants

$

4,403

 

Employers

 

2,094

 

Rollover

 

52

 

Loan interest

 

112

 

Plan interest in Ashland LLC Savings Plan Master Trust investment income

 

20,447

 

Total additions

 

27,108

 

 

 

 

 

Deductions from net assets attributed to:

 

 

 

Benefits paid to participants

 

(11,886

)

Administrative expenses

 

(31

)

Total deductions

 

(11,917

)

 

 

 

 

Transfers

 

 

 

 

 

 

Net change in plan assets

 

15,191

 

Net assets available for benefits, beginning of year

 

99,181

 

 

 

 

 

Net assets available for benefits, end of year

$

114,372

 

 

See accompanying notes to financial statements.

 

-5-


INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2019 and 2018

(In thousands, except participant and per share data)

NOTE A – DESCRIPTION OF THE PLAN

The following description of the International Specialty Products Inc. 401(k) Plan (Plan) provides only general information.  The information in this Note is not a Summary Plan Description or Plan document, as these terms are defined under the Employee Retirement Income Security Act of 1974 (ERISA).  Instead, this information merely summarizes selected aspects of the Plan.  Read the Summary Plan Description or the Plan document for more information about the Plan.  The Plan document controls the terms of the Plan and supersedes any inconsistencies contained herein or in the Summary Plan Description.  The Ashland Global Holdings Inc. Investment and Administrative Oversight Committee (the IAOC), as Plan Administrator, retains all rights to determine, interpret and apply the Plan’s terms to factual matters and matters of law.  This retained discretionary authority is more particularly described in the Summary Plan Description and in the Plan document.

General

The Plan, which was established on January 1, 2004, is a participant-directed defined contribution plan covering eligible employees of International Specialty Products Inc. and its subsidiaries (ISP).  On August 23, 2011, Ashland completed its acquisition of ISP.  As a result of this transaction, ISP became a wholly owned subsidiary of Ashland Inc.  Effective July 1, 2012, the Plan was amended to change the Plan Administrator to the Ashland Inc. Investment and Administrative Oversight Committee (now the Ashland Global Holdings Inc. Investment and Administrative Oversight Committee).  On July 2, 2012, the Plan transferred all participant accounts from Vanguard Fiduciary Trust Company to Fidelity Management Trust Company, which became the new Trustee of the Plan.

Effective October 1, 2012, the Plan was amended to allow for an Employee Stock Ownership Plan account for participants.  The amendment permits participating employees to invest contributions in shares of Ashland Common Stock (Common Stock), par value $0.01 per share, as one of the investment options available under the Plan.  Employer matching contributions may also be made in the form of shares of Common Stock.

Effective December 31, 2012, a majority of the participants were transferred to the Ashland Inc. Employee Savings Plan, with the exception of a select group of union-affiliated employees.  The union affiliated employees remained in the Plan and will continue to do so indefinitely.  The Plan is intended to qualify under sections 401(a), 401(k), and 401(m) of the Internal Revenue Code (IRC), and under section 404(c) of ERISA.

Eligibility

All full-time employees in designated eligible groups are able to participate in the Plan on the first day of the calendar month immediately following their date of hire.

-6-


 

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

Contributions

Participants are required to determine into which investment funds their contributions are to be invested.  Contributions may be allocated to any combination of funds in multiples of 1%.  Participants are also permitted to change the allocation among investment funds of future and previous contributions.  Such changes are subject to certain plan limitations.

Under the terms of the Plan, allowable contributions are outlined as follows:

Elective Contributions

Participants may elect to defer up to 30% of their annual compensation, as defined, and have this amount contributed to the Plan.

In order to satisfy the nondiscrimination requirements of Section 401(k) of the Internal Revenue Code of 1986 (IRC), contributions are limited to the extent necessary so that the actual deferral percentage for the highly compensated group is in compliance with the limitations, as defined by the IRC.  In addition, total individual pre-tax contributions and Roth 401(k) contributions were limited to a maximum of $19,000 plus a “catch-up” contribution up to a maximum of $6,000 for participants who have attained the age of 50 for 2019.  Furthermore, in order to satisfy the rules of Section 415 of the IRC, in no event shall the annual additions, as defined, exceed the lesser of $56,000 for 2019 and $55,000 for 2018, or 100% of a participant’s compensation, as defined.

Participants can direct their accounts into any one or combination of Plan investment options, including the Vanguard Target Retirement Trust Funds.  The Target Funds most closely match the employee’s assumed retirement date, based on the employee’s age at the time of enrollment.  These investments gradually become more conservative over time and are Common/Collective Trusts.

Voluntary Contributions

Participants may elect to make voluntary after-tax contributions to the Plan which shall not exceed 10% of their compensation, as defined, for the Plan year.

Employer Contributions

ISP makes matching contributions for each participant equal to 66 2/3% of the sum of each participant’s voluntary contribution but not in excess of 4% of the participant’s compensation for the Plan year, as defined.  Additionally, for each Plan year, the employer shall contribute a non-matching contribution equal to 3-5% of each participant’s compensation, as defined, plus an additional annual contribution ranging from $50 to $2,000, based on the participant’s age, to each participant’s account.  

Effective June 15, 2016, the employer matching contribution and annual contribution changed for certain participants at a specific plant location in connection with a Collective Bargaining Agreement (CBA).  For full-time employees under the CBA, Ashland shall make matching contributions equal to 66 2/3% of the first 6.9% to a maximum of 4.6% of the participant’s compensation for the Plan Year, as defined.  For hourly employees under the CBA, Ashland shall contribute a non-matching annual contribution ranging from $300 to $2,200, based on the participant’s age, to each participant’s account.

-7-


 

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

ISP has the right under the Plan to discontinue its contributions at any time.

Vesting

Participants are vested immediately in their contributions plus actual earnings thereon.  All participants are vested in the employer’s contribution at the earlier of completing six consecutive months of service or participant reaching age 65.  For 2019, there were no forfeitures reducing employer contributions.  Unallocated forfeiture balances as of December 31, 2019 and 2018 were each $3.

Voting Rights

Participants may instruct the trustee on how to vote shares of Ashland Global Holdings Inc. Common Stock held in their Ashland Common Stock Fund account and are notified by the trustee prior to the time such rights are to be exercised.  The trustee will vote fractional shares and shares for which it received no instructions in the same proportion as the voting instructions on allocated shares received from participants.  Participants may also direct the trustee on how to respond if a tender offer is made for Ashland Global Holdings Inc. Common Stock. If no instructions are received from a participant on a tender offer, it will be considered to be instruction to the trustee not to respond to the offer.

Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of (a) the employer’s contributions and (b) Plan earnings (losses), and charged with an allocation of administrative expenses.  Allocations are based on participant earnings or account balances, as defined.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Rollovers

Participants may elect to rollover amounts from other qualified plans into this Plan upon filing a written request with the Plan Administrator, which shall determine if the rollover contribution meets the requirements for a tax-free rollover, as defined in the IRC.

Notes Receivable from Participants

The Plan allows participants to borrow against their aggregate balance outstanding in the Plan. Total loans to a participant cannot exceed the lesser of 50% of the participant’s account balance based upon the most recent valuation or $50,000 (reduced by the highest outstanding loan balance in the previous 12 months). The minimum amount of any loan granted to a participant shall be at least $1,000. Each loan bears interest at rates ranging from 3.25% to 8.25% as determined by the Trustee. Loans are required to mature within five years, unless used to purchase or acquire a qualified dwelling.

Loans are offset against the participant’s account and the related portion does not share in any income, expenses, gains, or losses (other than the interest on the loan) which are realized by the Plan. The entire unpaid principal amount of the loan will become immediately due either upon the participant’s termination of employment or a default in payment of either principal or interest. Loans are recorded at their unpaid principal balance, plus any accrued but unpaid interest.

-8-


 

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

Payments of Benefits

Participants may withdraw a certain portion of their account while employed.  The portion that can be withdrawn depends upon whether the employee is age 59-½ and the source of funds.  The withdrawal cannot exceed the current value of the total account.

Upon termination of employment, the participant, or beneficiary in the event of death, may receive the entire value of the account in either a lump sum payment or installments paid monthly, quarterly, or annually over a limited period of time.  If the total value of the account is $1,000 or less, the value of the account will be distributed in a lump sum without the participant’s consent.

Plan Termination

Although it has not expressed any intention to do so, Ashland reserves the right, at its sole discretion, to amend, suspend, modify, interpret, discontinue, or terminate the Plan or change the funding method at any time without the requirement to give cause or consideration to any individual, subject to the provisions set forth in ERISA. No accounting treatment or funding of the Plan shall be deemed evidence of intent to limit in any way the right to amend or terminate the Plan.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have been prepared on the accrual basis of accounting.

Use of Estimates

The preparation of the financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles requires the Plan’s management to make estimates and assumptions that affect the amounts reported.  Actual results could differ from those estimates.

Master Trust

The investments of the Plan are pooled with the investments of the Ashland Employee Savings Plan, the Ashland Union Employee Savings Plan and the Pharmachem Profit Sharing Plan in a master trust pursuant to an amended agreement between Fidelity Management Trust Company, the Trustee, and Ashland - Ashland LLC Savings Plan Master Trust (the Master Trust), effective October 1, 2012.

Investments

The Plan’s investment in the Master Trust is stated at fair value based on the fair value of the underlying investments of the Master Trust.  These investments are determined primarily by quoted market prices (see Note E).

Investment Contracts

Investment contracts held by a defined contribution plan are required to be reported at fair value, except for fully benefit-responsive investment contracts.  Contract value is the relevant measure for the portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants normally would receive if they were to initiate permitted transactions under the terms of the Plan.

-9-


 

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

Income and Expense Recognition

Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  Net appreciation (depreciation) includes the Master Trust’s gains and losses on investments bought and sold as well as held during the year.  This activity is presented as “Plan interest in Ashland LLC Savings Plan Master Trust investment income (expense)” on the Statement of Changes in Net Assets Available for Benefits.

Payment of Benefits

Benefits are recorded when paid.

Administrative Expenses

The majority of costs and expenses of administering the Plan are paid by Ashland, except that loan initiation and maintenance fees, short-term redemption fees and overnight charges are paid by participants.  Investment management fees are paid to the investment managers from their respective funds.

Recent Accounting Pronouncements

In February 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965), which requires additional disclosures related to the Plan’s interest in the master trust.  These disclosures have been made in Note C.  This guidance was adopted retrospectively. As a result of the adoption, the 2018 Master Trust disclosures in notes C, E and F have been restated.

In August 2018, the FASB issued Accounting Standards Update 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurements which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This guidance must be applied retrospectively for all periods presented in most instances and is effective for all entities for fiscal years beginning after December 15, 2019. Plan management is currently evaluating the impact this guidance will have on the Plan Financial Statements and Notes to Financial Statements.

      Reclassifications

Certain prior year amounts have been reclassified in Note C and Note E to conform to the current method of presentation.  

NOTE C – MASTER TRUST INVESTMENTS

The Plan’s investments are in the Master Trust, which was established for the investment of assets of the Plan and the other Ashland sponsored retirement plans.  The Master Trust allocates certain individual assets to each plan participating in the Master Trust arrangement. Therefore, the investment results from certain individual assets of the Plan may not reflect its proportionate interest in the Master Trust.

-10-


 

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

The following table presents the assets including investments, receivables and liabilities of the Master Trust at December 31:

 

 

2019

 

 

2018

 

 

Master Trust Balances

 

 

Plan's Interest in Master Trust Balances

 

 

Master Trust Balances

 

 

Plan's Interest in Master Trust Balances

 

Investments, at fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ashland Common Stock Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market Fund

$

495

 

 

$

9

 

 

$

1,047

 

 

$

17

 

Ashland Global Holdings Inc. Common Stock

 

66,884

 

 

 

1,305

 

 

 

73,478

 

 

 

1,228

 

Shares of Registered Investment Companies

 

749,704

 

 

 

59,484

 

 

 

680,770

 

 

 

52,434

 

Common/Collective Trusts

 

513,558

 

 

 

36,035

 

 

 

466,671

 

 

 

29,445

 

Stable Value Fund Money Market Fund

 

7,299

 

 

 

474

 

 

 

9,827

 

 

 

569

 

Total investments at fair value

 

1,337,940

 

 

 

97,307

 

 

 

1,231,793

 

 

 

83,693

 

Investments, at contract value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stable Value Fund Investment Contracts

 

220,350

 

 

 

14,253

 

 

 

224,470

 

 

 

12,988

 

Total investments at contract value

 

220,350

 

 

 

14,253

 

 

 

224,470

 

 

 

12,988

 

Net assets available for benefits

$

1,558,290

 

 

$

111,560

 

 

$

1,456,263

 

 

$

96,681

 

 

The following table presents the net appreciation in investments (including gains and losses on investments bought and sold, as well as held during the year) and investment income (expense) in the Master Trust for the year ended December 31:

 

 

2019

 

Net realized and unrealized appreciation in fair value of investments

$

239,974

 

Investment income:

 

 

 

Dividends

 

31,641

 

Interest

 

6,523

 

 

 

38,164

 

Total

$

278,138

 

NOTE D – INVESTMENT CONTRACTS

The investment contracts held by the Master Trust in the Stable Value Fund are known as synthetic and separate account guaranteed investment contracts (GICs).

In a synthetic GIC structure, the underlying investments are owned by the Master Trust and held in the trust for plan participants.  The contract values of the synthetic GIC contracts including unsettled receivables and payables at December 31, 2019 and 2018 were $220,350 and $122,890, respectively.

In a separate account GIC structure, investments are in a segregated account of assets maintained by an insurance company for the benefit of the investors. The total return of the segregated account assets supports the separate account GIC return.  The contract values of the separate account GIC including unsettled receivables and payables at December 31, 2019 and 2018 were zero and $101,580, respectively.

-11-


 

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

Both synthetic and separate account GIC instruments have wrapper contracts that are purchased from an insurance company or bank.  The wrapper contracts amortize the realized and unrealized gains and losses on the underlying fixed income investments, typically over the duration of the investments, through adjustments to the future interest crediting rate. The contract value assigned to the wrapper contracts at December 31, 2019 and 2018 was zero.  

The key factors that influence the future interest crediting rates include:  the level of market interest rates; the amount and timing of participant contributions, transfers, and withdrawals into and out of the contract; the investment returns generated by the underlying fixed income investments; and the duration of the underlying investments.

To determine the interest crediting rate, wrapper contracts use a formula that is based on the characteristics of the underlying fixed income portfolio, including the contract interest credit rate, yield to maturity of underlying investments, market value of underlying investments, contract value, duration of the portfolio, and wrapper contract fees.  The wrapper contracts amortize the realized and unrealized gains and losses on the underlying fixed income investments, typically over the duration of the investments, through adjustments to the future interest crediting rate.  The interest crediting rates of the contracts are typically reset on a quarterly basis.  All wrapper contracts provide for a minimum interest crediting of zero percent.

Limits to Ability to Transact at Fair Value

In certain circumstances, the amount withdrawn from a wrapper contract would be payable at fair value rather than at contract value.  These circumstances include termination of the Plan, a material adverse change to the provisions of the Plan, if Ashland withdraws from a wrapper contract in order to switch to a different investment provider, or if the terms of a successor plan do not meet the wrapper contract issuer’s underwriting criteria.  The circumstances described above that could result in payment of benefits at market value rather than contract value are not probable of occurring in the foreseeable future.

Issuer-Initiated Contract Termination

Examples of events that would permit a wrapper contract issuer to terminate a wrapper contract upon short notice include the Plan’s loss of its qualified status, material and adverse changes to the provisions of the Plan, or uncured material breaches of responsibilities.  If one of these events was to occur, the wrapper contract issuer could terminate the wrapper contract at the market value of the underlying investments, or in the case of a traditional GIC, at the hypothetical market value based upon a contractual formula.

NOTE E – FAIR VALUE MEASUREMENTS

FASB Accounting Standards Codification 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.  The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).  An instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement.  The three levels within the fair value hierarchy are described as follows:

-12-


 

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs, other than quoted prices included in Level 1, which are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 – Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date.

As of December 31, 2019 and 2018, the Plan held no investments outside of its interest held in the Master Trust.  The Plan's policy is to recognize transfers between levels as of the end of the reporting period. During 2019 and 2018, there were no transfers of investments between Level 2 to Level 1 or Level 3 to Level 2.  The following table sets forth by level, within the fair value hierarchy, the Master Trust’s investment assets at fair value as of December 31, 2019:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Ashland Common Stock Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market Fund

 

$

495

 

 

$

 

 

$

 

 

$

495

 

Ashland Global Holdings Inc. Common Stock

 

 

66,884

 

 

 

 

 

 

 

 

 

66,884

 

Shares of Registered Investment Companies

 

 

749,704

 

 

 

 

 

 

 

 

 

749,704

 

Stable Value Fund Money Market Fund

 

 

7,299

 

 

 

 

 

 

 

 

 

 

 

7,299

 

Total assets in the fair value hierarchy

 

 

824,382

 

 

 

 

 

 

 

 

 

824,382

 

Common/Collective Trusts (a)

 

 

 

 

 

 

 

 

 

 

 

513,558

 

Investments at fair value

 

$

824,382

 

 

$

 

 

$

 

 

$

1,337,940

 

 

 

(a)

Common/Collective Trusts are measured at fair value using the net asset value per share or its equivalent as a practical expedient and are therefore not required to be classified in the fair value hierarchy.

 

The following table sets forth by level, within the fair value hierarchy, the Master Trust’s investment assets at fair value as of December 31, 2018:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Ashland Common Stock Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market Fund

 

$

1,047

 

 

$

 

 

$

 

 

$

1,047

 

Ashland Global Holdings Inc. Common Stock

 

 

73,478

 

 

 

 

 

 

 

 

 

73,478

 

Shares of Registered Investment Companies

 

 

680,770

 

 

 

 

 

 

 

 

 

680,770

 

Stable Value Fund Money Market Fund

 

 

9,827

 

 

 

 

 

 

 

 

 

9,827

 

Total assets in the fair value hierarchy

 

 

765,122

 

 

 

 

 

 

 

 

 

765,122

 

Common/Collective Trusts (a)

 

 

 

 

 

 

 

 

 

 

 

466,671

 

Investments at fair value

 

$

765,122

 

 

$

 

 

$

 

 

$

1,231,793

 

 

 

(a)

Common/Collective Trusts are measured at fair value using the net asset value per share or its equivalent as a practical expedient and are therefore not required to be classified in the fair value hierarchy.

Following is a description of the valuation methodologies used for assets measured at fair value as of December 31, 2019 and 2018.

Money Market Funds, Shares of Registered Investment Companies, Ashland Global Holdings Inc. Common Stock – Valued at the quoted market price of shares held by the Plan at year-end.

-13-


 

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

Common/Collective Trusts (CCT) Valued using a Net Asset Value (NAV).  The NAV of a CCT is based on the market values of the underlying securities.  The beneficial interest of each investor is represented in units.  Units are issued and redeemed daily at the fund's closing NAV.

Investments Measured Using Net Asset Value per Share Practical Expedient – The following table sets forth the investments valued at NAV as of December 31, 2019:

 

 

Fair

Value

 

 

Unfunded

Commitments

 

Redemption

Frequency

 

Other

Redemption

Restrictions

 

Redemption

Notice

Period

Vanguard Target Retirement Trusts

 

$

513,558

 

 

None

 

Daily

 

None

 

None

 

The following table sets forth the investments valued at NAV as of December 31, 2018:

 

 

Fair

Value

 

 

Unfunded

Commitments

 

Redemption

Frequency

 

Other

Redemption

Restrictions

 

Redemption

Notice

Period

Vanguard Target Retirement Trusts

 

$

466,671

 

 

None

 

Daily

 

None

 

None

The Vanguard Target Retirement Trusts use an asset allocation glide path to offer an appropriate level of exposure to risk and return as investors progress along the path to retirement. The year in the trust name refers to the approximate year (the target date) when an investor in the fund would retire and leave the workforce. The fund will gradually shift its emphasis from more aggressive investments to more conservative ones based on its target date. The trusts use a simple fund of funds structure which seeks to build appropriate asset allocation from preselected stock, bond, and money market portfolios. All of the assets are invested in index funds.

NOTE F – TRANSACTIONS WITH RELATED PARTIES

The Plan’s portion of the Master Trust held 16,515 shares and 17,075 shares of Ashland Global Holdings Inc. Common Stock as of December 31, 2019 and 2018, respectively, with a fair value of $1,305 and $1,228, respectively.  The Plan’s interest in the Master Trust received dividends on Ashland Global Holdings Inc. Common Stock of $15 in 2019.  The remaining dividends relate to certain Master Trust investments classified as Shares of Registered Investment Companies.  Fidelity Management Trust Company acts as the Trustee and Recordkeeper of the Plan.  PIMCO, an Allianz Global Investors company, Newport Trust Company and Dimeo, Schneider & Associates, LLC were also providers of fiduciary services to the Master Trust during the year.  

Fees of $31 were paid by the Plan for investment management services.  Costs paid by Ashland are not charged to the Plan or Master Trust for services it performs on behalf of the Plan.

 

-14-


 

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE G – DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500.

 

 

 

December 31

 

 

 

2019

 

 

2018

 

Net assets available for benefits per financial statements

 

$

114,372

 

 

$

99,181

 

Benefit claims payable

 

 

(5

)

 

 

(14

)

Receivable on deemed distributions of participant loans

 

 

(58

)

 

 

(56

)

Net assets available for benefits per Form 5500

 

$

114,309

 

 

$

99,111

 

 

The following is a reconciliation of the net investment appreciation per the financial statements to the Form 5500 for the year ended December 31:

 

 

 

 

2019

 

Plan interest in Ashland LLC Savings Plan Master Trust investment income (expense)

 

 

 

$

20,447

 

Loan interest

 

 

 

 

112

 

Total appreciation of investments per Form 5500

 

 

 

$

20,559

 

NOTE H – TAX STATUS OF THE PLAN

The Plan has received a determination letter from the Internal Revenue Service (IRS) dated May 24, 2017, stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation.  The Plan is required to operate in conformity with the IRC to maintain its qualification.  The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes the Plan, as amended, is qualified and the related trust is tax exempt.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2019 and 2018, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for the plan years ending prior to 2016.

NOTE I – RISKS AND UNCERTAINTIES

The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

-15-


 

 

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE J – SUBSEQUENT EVENTS

On March 11, 2020, the World Health Organization declared Coronavirus (COVID-19) a pandemic, triggering volatility in financial markets and a negative impact on the global economy. As a result, the Plan’s investment portfolio has incurred a decline in fair value since December 31, 2019. However, because the values of the Plan’s individual investments have and will fluctuate in response to changing market conditions, the amount of losses that may be recognized in subsequent periods, if any, cannot be determined.   The full impact is currently unknown and cannot be reasonably estimated at the date the financial statements were issued.

During 2020, the Plan has been amended for distribution provisions under the Coronavirus Aid, Relief, and Economic Security (CARES) Act.  The Plan allows eligible participants to request penalty-free distributions of up to $100,000 between May 27, 2020 and December 30, 2020 for qualifying COVID-19 related reasons.

 

 

-16-


 

 

 

SCHEDULE H

 

International Specialty Products Inc. 401(k) Plan

Employer Identification Number 20-0865835

Plan Number 013

Schedule H; Line 4i - Schedule of Assets (Held at End of Year)

December 31, 2019

($ in thousands)

 

(a)

(b)

 

(c)

 

(d)

 

 

(e)

 

Identity of Issue

 

Description of Investment

 

Cost^

 

 

Current Value

 

*

Participant Loans

 

1-30 Years, interest 3.25% - 8.25%

 

 

 

 

$

2,669

 

 

*

Indicates parties-in-interest to the Plan

^

Required for nonparticipant-directed investments only

 

 

 

-17-


SIGNATURE

THE PLAN.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERNATIONAL SPECIALTY PRODUCTS INC. 401(K) PLAN

 

 

 

 

 

 

/S/ J. Kevin Willis

Date:  June 12, 2020

 

J. Kevin Willis

 

 

Senior Vice President and Chief Financial Officer
Chairperson of the Ashland Global Holdings Inc.

Investment and Administrative Oversight Committee

 

 

 

 

 

 

-18-


EXHIBIT INDEX

 

23.1

Consent of Blue & Co., LLC

-19-

ash-ex231_6.htm

EXHIBIT 23.1

 

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement No. 333-184109-01 and 333-203840-01 on Form S-8 of Ashland Global Holdings Inc. of our report dated June 12, 2020, with respect to the statements of net assets available for benefits of the International Specialty Products Inc. 401(k) Plan as of December 31, 2019 and 2018, the related statement of changes in net assets available for benefits for the year ended December 31, 2019, and the related supplemental schedule of Schedule H, line 4i-schedule of assets (held at end of year) as of December 31, 2019, which report appears in the December 31, 2019 annual report on Form 11-K of the International Specialty Products Inc. 401(k) Plan.

 

/S/ Blue and Co

Lexington, Kentucky

June 12, 2020