SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 25, 2005
ASHLAND INC.
(Exact name of registrant as specified in its charter)
Kentucky
(State or other jurisdiction of incorporation)
1-2918 61-0122250
(Commission File Number) (I.R.S. Employer
Identification No.)
50 E. RiverCenter Boulevard, Covington, Kentucky 41012-0391
(Address of principal executive offices) (Zip Code)
P.O. Box 391, Covington, Kentucky 41012-0391
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code (859) 815-3333
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
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On January 28, 2005, Ashland Inc. ("Ashland") announced that it has
made a revision to its first quarter fiscal 2005 results issued on January
25, 2005. As a result, net income was reduced to $94 million, or $1.28 a
share, for the December 2004 quarter rather than the previously reported
$101 million, or $1.39 a share. Operating income was reduced to $180
million from $193 million. There is no cash flow impact from this
correction of past accounting treatment.
Subsequent to Ashland's earnings release on January 25, 2005, Ashland
was informed by its independent public accounting firm that the major
public accounting firms had re-evaluated the appropriateness of historical
accounting practices within the industry for certain insurance policies
issued through an energy industry mutual insurance consortium. After
completing its own review and discussions with its independent accountants,
Ashland has concluded, based on this re-evaluation, that accounting
standards require a shareholder of a mutual insurance company to record a
liability for the estimated effect of past losses of the shareholder group
on the individual shareholder's future insurance premiums. As a result,
Ashland recorded a liability of approximately $7 million for the estimated
effect on its future premiums, which increased the operating loss from
corporate activities to $27 million, compared to the previously reported
$20 million.
In addition, Marathon Ashland Petroleum LLC (MAP) recorded a liability
of $15 million for the estimated effect on its future premiums, which was
included in the earnings Marathon Oil Corporation reported on January 27,
2005. Ashland's 38-percent share of that liability reduced Ashland's equity
income from MAP by approximately $6 million. This reduction decreased
Ashland's Refining and Marketing operating income to $136 million, compared
to the previously reported $142 million.
Ashland has not yet filed its quarterly report on Form 10-Q for the
quarter ended December 31, 2004. Ashland's financial statements in the 10-Q
will reflect the revised accounting treatment. No restatement of prior
periods was required as the impact on such periods would not have been
material.
A copy of Ashland's January 28, 2005 press release with respect to this
matter is attached as Exhibit 99.1 and is incorporated by reference into
this Item 2.02.
The information in this report, being furnished pursuant to Item 2.02
of Form 8-K, shall not be deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section, and is not
incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits
99.1 Press Release dated January 28, 2005
SIGNATURES
Pursuant to the requirements 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 INC.
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(Registrant)
Date: January 28, 2005 /s/ J. Marvin Quin
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Name: J. Marvin Quin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release dated January 28, 2005