ASH 10-K Annual Report Sept. 30, 2018 | Alphaminr
ASHLAND GLOBAL HOLDINGS INC
ALPHAMINR

ASH 10-K Fiscal year ended Sept. 30, 2018

Balance Sheet
Cash Flow
Income Statement
Debt
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1A. RItem 1B. Unresolved Staff CommentsItem 1B. UnresolvItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresItem 4. Mine SafItem X. Executive Officers Of AshlandPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelateItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 7. Management S Discussion and Analysis OfItem 7A. Quantitative and QualitaItem 8. Financial Stateme

Exhibits

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 Ashlands 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 Ashlands 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 Ashlands Form 8-K filed on May 31, 2016 (SEC File No. 001-32532), and incorporated herein by reference). 3.1 Amended and Restated Articles of Incorporation of Ashland Global Holdings Inc. (filed as Exhibit 3.1 to Ashlands 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 Ashlands Form 8-K filed November 17, 2017 (SEC File No. 333-211719), and incorporated by reference herein). 4.2 Indenture, dated as of August 15, 1989, as amended and restated as of August 15, 1990, between Ashland Inc. and Citibank, N.A., as Trustee (filed as Exhibit 4.2 to Ashlands Form 10-K for the fiscal year ended September 30, 2008 (SEC File No. 001-32532), and incorporated herein by reference). 4.4 Indenture, dated May 27, 2009, by and among Ashland Inc., the Guarantors and U.S. Bank National Association (filed as Exhibit 4.1 to Ashlands Form 10-Q for the quarter ended June 30, 2009 (SEC File No. 001-32532), and incorporated herein by reference). 4.10 Indenture, dated as of August 7, 2012, between Ashland Inc. and U.S. Bank N.A., as Trustee (filed as Exhibit 4.1 to Ashlands Form 8-K filed on September 21, 2012 (SEC File No. 001-32532), and incorporated herein by reference). 4.11 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 Ashlands Form 10-K for the fiscal year ended September 30, 2013 (SEC File No. 001-32532), and incorporated herein by reference). 4.12 Indenture, dated as of February 26, 2013, between Ashland Inc. and U.S. Bank National Association, as Trustee (filed as Exhibit 4.3 to Ashlands Form 8-K filed on February 27, 2013 (SEC File No. 001- 32532), and incorporated herein by reference). 4.13 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 Ashlands Form 8-K filed on February 27, 2013 (SEC File No. 001-32532), and incorporated herein by reference). 4.14 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 Ashlands Form 8-K filed on March 18, 2013 (SEC File No. 001-32532), and incorporated herein by reference). 4.15 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 Ashlands Form 8-K filed on October 20, 2016 (SEC File No. 333-211719), and incorporated herein by reference). 4.16 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 Ashlands Form 8-K filed on October 20, 2016 (SEC File No. 333-211719), 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 Ashlands 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 Ashlands 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 Ashlands 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 Ashlands Form 10-Q for the quarter ended December 31, 2016 (SEC File No. 333-211719), and incorporated herein by reference). 10.7 Ashland Supplemental Defined Contribution Plan for Certain Employees (filed as Exhibit 10.3 to Ashlands Form 10-Q for the quarter ended March 31, 2011 (SEC File No. 001-32532), and incorporated herein by reference) (Frozen). 10.8 Ashland Inc. Supplemental Defined Contribution Plan for Certain Employees effective January 1, 2015 (filed as Exhibit 10.1 to Ashlands Form 8-K filed on May 18, 2015 (SEC File No. 001-32532), and incorporated herein by reference) (Frozen). 10.9 Form of Chief Executive Officer Change in Control Agreement (filed as Exhibit 10.1 to Ashlands Form 8-K filed on October 9, 2015 (SEC File No. 001-32532), and incorporated herein by reference). 10.10 Form of Executive Officer Change in Control Agreement (filed as Exhibit 10.2 to Ashlands Form 8-K filed on October 9, 2015 (SEC File No. 001-32532), and incorporated herein by reference). 10.11 Amended and Restated Ashland Inc. Incentive Plan (filed as Exhibit 10.17 to Ashlands Form 10-K for the fiscal year ended September 30, 2009 (SEC File No. 001-32532), and incorporated herein by reference). 10.13 Amended and Restated 2011 Ashland Inc. Incentive Plan (filed as Exhibit 10.2 to Ashlands Form 8-K filed on February 1, 2013 (SEC File No. 001-32532), and incorporated herein by reference). 10.14 Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (filed as Exhibit 10.21 to Ashlands Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein). 10.15 Form of Stock Appreciation Rights Award Agreement under the Amended and Restated 2011 Ashland Inc. Incentive Plan (filed as Exhibit 10.16 to Ashlands Form 10-K for the fiscal year ended September 30, 2014 (SEC File No. 001-32532), and incorporated herein by reference). 10.16 Form of Restricted Stock Award Agreement under the Amended and Restated 2011 Ashland Inc. Incentive Plan (filed as Exhibit 10.18 to Ashlands Form 10-K for the fiscal year ended September 30, 2014 (SEC File No. 001-32532), and incorporated herein by reference). 10.17 Form of Restricted Stock Award Agreement under the Amended and Restated 2015 Ashland Global Holdings Inc. Incentive Plan (filed as Exhibit 10.5 to Ashlands Form 10-Q for the quarter ended March 31, 2015 (SEC File No. 001-32532), and incorporated herein by reference). 10.18 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 Ashlands Form 10-Q for the quarter ended March 31, 2015 (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 (Double-Trigger Form) (filed as Exhibit 10.2 to Ashlands Form 8-K filed on July 20, 2015 (SEC File No. 001-32532), and incorporated herein by reference). 10.20 Separation Agreement and General Release between Ashland and Luis Fernandez-Moreno dated February28, 2017 (filed as Exhibit 10.4 to Ashlands Form 10-Q for the quarter ended March 31, 2017 (SEC File No. 333-211719), and incorporated herein by reference). 10.21 Confidentiality, Non-Competition and Non-Solicitation Agreement between Ashland and Luis Fernandez-Moreno dated February 28, 2017 (filed as Exhibit 10.6 to Ashlands Form 10-Q for the quarter ended March 31, 2017 (SEC File No. 333-211719), and incorporated herein by reference). 10.22 Letter Agreement between Ashland and William A. Wulfsohn, dated November 12, 2014 (filed as Exhibit 10.1 to Ashlands Form 8-K filed on November 17, 2014 (SEC File No. 001-32532), and incorporated herein by reference). 10.23 Separation Agreement and General Release between Ashland and Gregory Elliott dated February 28, 2017(filed as Exhibit 10.5 to Ashlands Form 10-Q for the quarter ended March 31, 2017 (SEC File No. 333-211719), and incorporated herein by reference). 10.24 Form of Performance-Based Restricted Stock Award Agreement (filed as Exhibit 10.3 to Ashlands Form 8-K filed on October 9, 2015 (SEC File No. 001-32532), and incorporated herein by reference). 10.25 Form of Retention Award Agreement for certain Executive Officers (filed as Exhibit 10.43 to Ashlands Form 10-K for the fiscal year ended September 30, 2015 (SEC File No. 001-32532), and incorporated herein by reference). 10.26 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 Ashlands 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 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 Ashlands Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein). 10.28 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 Ashlands 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 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 Ashlands Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein). 10.30 Form of Indemnification Agreement between Ashland and members of its Board of Directors (filed as Exhibit 10.2 to Ashlands Form 8-K filed on September 20, 2016 (SEC File No. 333-211719), and incorporated herein by reference). 10.31 Amendment to Ashland Inc. Supplemental Defined Contribution Plan for Certain Employees dated September 30, 2016 (Plan Freeze) (filed as Exhibit 10.43 to Ashlands Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein). 10.32 Ashland Severance Pay Plan effective as of August 1, 2016 (filed as Exhibit 10.48 to Ashlands Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein). 10.33 Ashland Severance Pay Plan effective as of January 1, 2017 (filed as Exhibit 10.49 to Ashlands Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein). 10.34 Ashland Global Holdings Inc. Non-Qualified Defined Contribution Plan, as amended (filed as Exhibit 10.1 to Ashlands Form 10-Q for the quarter ended March 31, 2017 (SEC File No. 333-211719), and incorporated herein by reference). 10.35 Form of Cash-Settled Performance Unit (LTIP) Award Agreement under the Amended and Restated Ashland Global Holdings Inc. Incentive Plan (Double-Trigger Form) (filed as Exhibit 10.59 to Ashlands Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein). 10.36 Amended and Restated Hercules Deferred Compensation Plan effective January 1, 2008 (filed as Exhibit 10.8 to Ashlands Form 10-K for the fiscal year ended on September 30, 2010 (SEC File No. 001-32532), and incorporated herein by reference). 10.37 Amendment to the Amended and Restated Hercules Deferred Compensation Plan dated September 30, 2016 (annuity cash-out) (filed as Exhibit 10.61 to Ashlands Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein). 10.38 Amended and Restated Ashland Inc. Deferred Compensation Plan for Employees (2005) (filed as Exhibit 10.3 to Ashlands Form 10-K for the fiscal year ended September 30, 2008 (SEC File No. 001-32532) and incorporated herein by reference). 10.39 Amendment No. 1 to the Ashland Global Holdings Inc. Non-Qualified Defined Contribution Plan (filed as Exhibit 10.1 to Ashlands Form 10-Q for the quarter ended December 31, 2017 (SEC File No. 333-211719) and incorporated herein by reference). 10.40 Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (filed as Exhibit 10.1 to Ashlands Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference). 10.41 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 Ashlands Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference). 10.42 Form of Restricted Stock Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (filed as Exhibit 10.3 to Ashlands Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference). 10.43 Form of Stock Appreciation Rights Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (filed as Exhibit 10.4 to Ashlands Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference). 10.44 Form of Performance Unit Award Agreement under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (filed as Exhibit 10.5 to Ashlands Form 8-K filed on January 26, 2018 (SEC File No. 333-211719), and incorporated herein by reference). 10.45 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 Ashlands Form 8-K filed on January 26, 2018 (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 Ashlands Form 8-K filed on May 31, 2011 (SEC File No. 001-32532), and incorporated herein by reference). 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 Ashlands 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 Ashlands 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 Ashlands 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 Ashlands 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 Ashlands 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 Ashlands 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 Ashlands Form 8-K filed on September 28, 2016 (SEC File No. 333-211719), and incorporated herein by reference). 10.54 Transition Services Agreement dated as of September 22, 2016, between and among Ashland Global Holdings Inc. and Valvoline Inc. (filed as Exhibit 10.2 to Ashlands Form 8-K filed on September 28, 2016 (SEC File No. 333-211719), and incorporated herein by reference). 10.55 Reverse Transition Services Agreement dated as of September 22, 2016, between and among Ashland Global Holdings Inc. and Valvoline Inc. (filed as Exhibit 10.3 to Ashlands Form 8-K filed on September 28, 2016 (SEC File No. 333-211719), and incorporated herein by reference). 10.56 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 Ashlands Form 8-K filed on September 28, 2016 (SEC File No. 333-211719), and incorporated herein by reference). 10.57 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 Ashlands Form 8-K filed on September 28, 2016 (SEC File No. 333-211719), and incorporated herein by reference). 10.58 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 Ashlands Form 8-K filed on May 18, 2017 (SEC File No. 333-211719) and incorporated herein by reference). 10.59 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 Ashlands Form 8-K filed on May 18, 2017 (SEC File No. 333-211719) and incorporated herein by reference). 10.60 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 Ashlands Form 10-K for the fiscal year ended September 30, 2017 (SEC File No. 333-211719), and incorporated by reference herein). 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.