SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003
Commission file number 1-2918
ASHLAND INC.
(a Kentucky corporation)
I.R.S. No. 61-0122250
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, Kentucky 41012-0391
Telephone Number: (859) 815-3333
Securities Registered Pursuant to Section 12(b):
Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, par value $1.00 per share New York Stock Exchange
and Chicago Stock Exchange
Rights to Purchase Series A Participating New York Stock Exchange
Cumulative Preferred Stock and Chicago Stock Exchange
Securities Registered Pursuant to Section 12(g): None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [x] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this annual
report on Form 10-K or any amendment to this annual report on Form 10-K. [x]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [x] No
At October 31, 2003, based on the New York Stock Exchange closing
price, the aggregate market value of voting stock held by non-affiliates of
the Registrant was approximately $2,549,347,022. In determining this
amount, the Registrant has assumed that its directors and executive
officers are affiliates. Such assumption shall not be deemed conclusive for
any other purpose.
At October 31, 2003, there were 68,603,477 shares of Registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's definitive Proxy Statement for its January
29, 2004 Annual Meeting of Shareholders are incorporated by reference into
Part III.
EXPLANATORY NOTE
This amendment to the Annual Report on Form 10-K/A for the fiscal year
ended September 30, 2003 of Ashland Inc. ("Ashland") is being filed to
include as exhibits the consents of Tillinghast-Towers Perrin and Hamilton,
Rabinovitz & Alschuler, Inc. In accordance with Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, the text of the amended item
is set forth in its entirety in the pages attached hereto.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report
(1) and (2) Financial Statements and Financial Schedule
The consolidated financial statements and financial schedule of
Ashland presented in this annual report on Form 10-K are listed in the
index on page F-1.
Audited financial statements of Marathon Ashland Petroleum LLC.
Financial statement schedules are omitted because they are not applicable
as the required information is contained in the applicable financial
statements or notes thereto.
(3) Exhibits
3.1 - Third Restated Articles of Incorporation of Ashland (filed
as Exhibit 3 to Ashland's Form 10-Q for the quarter ended
June 30, 2002 and incorporated herein by reference).
3.2 - By-laws of Ashland, effective as of November 15, 2002
(filed as Exhibit 3.2 to Ashland's annual report on Form
10-K for the fiscal year ended September 30, 2002 and
incorporated herein by reference).
4.1 - Ashland agrees to provide the SEC, upon request, copies
of instruments defining the rights of holders of long-term
debt of Ashland and all of its subsidiaries for which
consolidated or unconsolidated financial statements are
required to be filed with the SEC.
4.2 - Indenture, dated as of August 15, 1989, as amended and
restated as of August 15, 1990, between Ashland and
Citibank, N.A., as Trustee (filed as Exhibit 4.2 to
Ashland's annual report on Form 10-K for the fiscal year
ended September 30, 2001 and incorporated herein by
reference).
4.3 - Indenture, dated as of September 7, 2001, between
Ashland and U.S. Bank National Association, as Trustee
(filed as Exhibit 4.3 to Ashland's annual report on Form
10-K for the fiscal year ended September 30, 2001 and
incorporated herein by reference).
4.4 - Rights Agreement, dated as of May 16, 1996, between
Ashland Inc. and the Rights Agent, together with Form of
Right Certificate (filed as Exhibit 4.4 to Ashland's
annual report on Form 10-K for the fiscal year ended
September 30, 2001 and incorporated herein by reference).
The following Exhibits 10.1 through 10.12 are compensatory plans or
arrangements or management contracts required to be filed as exhibits
pursuant to Item 601(b)(10)(ii)(A) of Regulation S-K.
10.1 - Amended Stock Incentive Plan for Key Employees of Ashland
Inc. and its Subsidiaries (filed as Exhibit 10.1 to
Ashland's annual report on Form 10-K for the fiscal year
ended September 30, 1999 and incorporated herein by
reference).
10.2 - Ashland Inc. Deferred Compensation Plan for Non-Employee
Directors (filed as Exhibit 10.2 to Ashland's Form 10-Q
for the quarter ended June 30, 2003 and incorporated
herein by reference).
10.3 - Ashland Inc. Deferred Compensation Plan (filed as
Exhibit 10.1 to Ashland's Form 10-Q for the quarter ended
June 30, 2003 and incorporated herein by reference).
10.4 - Eleventh Amended and Restated Ashland Inc. Supplemental
Early Retirement Plan for Certain Employees (filed as
Exhibit 10.3 to Ashland's Form 10-Q for the quarter ended
June 30, 2003 and incorporated herein by reference).
10.5 - Ashland Inc. Salary Continuation Plan (filed as Exhibit
10.5 to Ashland's annual report on Form 10-K for the
fiscal year ended September 30, 2002 and incorporated
herein by reference).
10.6 - Form of Ashland Inc. Executive Employment Contract
between Ashland Inc. and certain executives of Ashland
(filed as Exhibit 10.6 to Ashland's annual report on Form
10-K for the fiscal year ended September 30, 2002 and
incorporated herein by reference).
10.7 - Form of Indemnification Agreement between Ashland Inc.
and members of its Board of Directors.
10.8 - Ashland Inc. Nonqualified Excess Benefit Pension
Plan (filed as Exhibit 10.4 to Ashland's Form 10-Q for the
quarter ended June 30, 2003 and incorporated herein by
reference).
10.9 - Ashland Inc. Directors' Charitable Award Program (filed
as Exhibit 10.11 to Ashland's annual report on Form 10-K
for the fiscal year ended September 30, 2002 and
incorporated herein by reference).
10.10 - Ashland Inc. 1993 Stock Incentive Plan (filed as Exhibit
10.11 to Ashland's annual report on Form 10-K for the
fiscal year ended September 30, 2000 and incorporated
herein by reference).
10.11 - Ashland Inc. 1997 Stock Incentive Plan (filed as Exhibit
10.14 to Ashland's annual report on Form 10-K for the
fiscal year ended September 30, 2002 and incorporated
herein by reference).
10.12 - Amended and Restated Ashland Inc. Incentive Plan (filed
as Exhibit 10.15 to Ashland's annual report on Form 10-K
for the fiscal year ended September 30, 2002 and
incorporated herein by reference).
10.13 - Amended and Restated Limited Liability Company Agreement
of Marathon Ashland Petroleum LLC dated as of December 31,
1998 (filed as Exhibit 10.17 to Ashland's annual report on
Form 10-K for the fiscal year ended September 30, 1999 and
incorporated herein by reference).
10.14 - Put/Call, Registration Rights and Standstill Agreement
as amended to December 31, 1998 among Marathon Oil
Company, USX Corporation, Ashland Inc. and Marathon
Ashland Petroleum (filed as Exhibit 10.18 to Ashland's
annual report on Form 10-K for the fiscal year ended
September 30, 1999 and incorporated herein by reference).
11 - Computation of Earnings Per Share (appearing on page F-9
of this annual report on Form 10-K).
12 - Computation of Ratio of Earnings to Fixed Charges.
21 - List of subsidiaries.
23.1 - Consent of independent auditors.
23.2 - Consent of PricewaterhouseCoopers LLP.
23.3* - Consent of Tillinghast-Towers Perrin.
23.4* - Consent of Hamilton, Rabinovitz & Alschuler, Inc.
24 - Power of Attorney, including resolutions of the Board of
Directors.
31.1* - Certificate of James J. O'Brien, Chief Executive Officer
of Ashland, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2* - Certificate of J. Marvin Quin, Chief Financial Officer
of Ashland, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32* - Certificate of James J. O'Brien, Chief Executive Officer
of Ashland, and J. Marvin Quin, Chief Financial Officer of
Ashland, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
*Filed herewith
Upon written or oral request, a copy of the above exhibits will be
furnished at cost.
(b) Reports on Form 8-K
During the quarter ended September 30, 2003, and between such date and
the filing of the annual report on Form 10-K, Ashland filed or furnished
the following reports on Form 8-K.
(1) A report on Form 8-K dated July 18, 2003 reporting the filing of a
lawsuit by a third party seeking, among other remedies, a preliminary and
permanent injunction preventing the consummation of the proposed sale of
the net assets of Ashland's Electronic Chemicals business and certain
related subsidiaries.
(2) A report on Form 8-K dated July 22, 2003 reporting Ashland's third
quarter results.
(3) A report on Form 8-K dated July 23, 2003 containing a Regulation
FD disclosure.
(4) A report on Form 8-K dated August 20, 2003 reporting that Ashland
had signed a definitive agreement to sell the net assets of its Electronic
Chemicals business group to Air Products and Chemicals, Inc.
(5) A report on Form 8-K dated August 27, 2003 containing a Regulation
FD disclosure.
(6) A report on Form 8-K dated August 29, 2003 reporting that Ashland
had completed the sale of its Electronic Chemicals business group to Air
Products and Chemicals, Inc.
(7) A report on Form 8-K dated October 1, 2003 containing a Regulation
FD disclosure.
(8) A report on Form 8-K dated October 21, 2003 reporting Ashland's
fourth quarter and fiscal 2003 results.
(9) A report on Form 8-K dated October 23, 2003 containing a
Regulation FD disclosure.
(10) A report on Form 8-K dated November 26, 2003, as amended by a
Form 8-K/A dated November 26, 2003, containing a Regulation FD disclosure.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
By:
/s/ J. Marvin Quin
-----------------------------------
J. Marvin Quin
Senior Vice President and Chief
Financial Officer
Date: November 8, 2004
EXHIBIT INDEX
23.3 Consent of Tillinghast-Towers Perrin.
23.4 Consent of Hamilton, Rabinovitz & Alschuler, Inc.
31.1 - Certificate of James J. O'Brien, Chief Executive Officer
of Ashland, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 - Certificate of J. Marvin Quin, Chief Financial Officer
of Ashland, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32 - Certificate of James J. O'Brien, Chief Executive Officer
of Ashland, and J. Marvin Quin, Chief Financial Officer of
Ashland, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
EXHIBIT 23.3
CONSENT OF TILLINGHAST-TOWERS PERRIN
We hereby consent to being named in Ashland Inc.'s Annual Report on
Form 10-K-A for the year ended September 30, 2003 in the form and context
in which we are named. We do not authorize or cause the filing of such
Annual Report and do not make or purport to make any statement other than
as reflected in the Annual Report.
/s/ John W. Brumbach, Principal
- ----------------------------------------
Tillinghast-Towers Perrin
November 8, 2004
EXHIBIT 23.4
CONSENT OF HAMILTON, RABINOVITZ & ALSCHULER, INC.
We hereby consent to being named in Ashland Inc.'s Annual Report on
Form 10-K-A for the year ended September 30, 2003 in the form and context
in which we are named. We do not authorize or cause the filing of such
Annual Report and do not make or purport to make any statement other than
as reflected in the Annual Report.
/s/ Francine F. Rabinovitz
- -------------------------------------------
Hamilton, Rabinovitz & Alschuler, Inc.
November 1, 2004
Exhibit 31.1
CERTIFICATION
Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by
Chief Executive Officer Regarding Facts and Circumstances Relating to
Exchange Act Filings.
I, James J. O'Brien, Chief Executive Officer of Ashland Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of Ashland Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 8, 2004
/s/ James J. O'Brien
--------------------------------
Chief Executive Officer
Exhibit 31.2
CERTIFICATION
Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by
Chief Financial Officer Regarding Facts and Circumstances Relating to
Exchange Act Filings.
I, J. Marvin Quin, Chief Financial Officer of Ashland Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of Ashland Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing
the equivalent functions):
a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 8, 2004
/s/ J Marvin Quin
-----------------------------------
Chief Financial Officer
Exhibit 32
ASHLAND INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Ashland Inc. (the "Company") on
Form 10-K/A for the period ended September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), each
of the undersigned, James J. O'Brien, Chief Executive Officer of the
Company, and J. Marvin Quin, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1) The Report fully complies, in all material respects, with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company as of and for the periods presented in the report.
The foregoing certification is provided solely for purposes of complying
with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is
not intended to be used or relied upon for any other purpose.
/s/ James J. O'Brien
James J. O'Brien
Chief Executive Officer
November 8, 2004
/s/ J. Marvin Quin
J. Marvin Quin
Chief Financial Officer
November 8, 2004
A signed original of this written statement required by Section 906 has
been provided to Ashland Inc. and will be retained by Ashland Inc. and
furnished to the Securities and Exchange Commission or staff upon request.