Ashland Inc. Business Information, Profile, and History

Company Perspectives:

Ashland is 25,100 customer-focused people working to bring superior product and service solutions to industries and consumers around the world. Founded in 1924 as a regional refiner and marketer of petroleum products, we are now a leading provider of petroleum, chemical and highway construction products and services. Our businesses are grounded in a common heritage in petroleum products, a shared passion for customer satisfaction and a common goal to create value for our shareholders.

History of Ashland Inc.

Ashland Inc. is a leading provider of goods and services to basic industrial and consumer markets, primarily those related to transportation and construction sectors. With approximately 25,000 employees and annual sales and operating revenues approaching $8 billion, Ashland has come a long way since its beginnings in 1924 as a regional petroleum refiner. The Covington, Kentucky-based company is now a Fortune 250 company with sales in more than 140 countries. Ashland brings superior product and service solutions to industries and consumers around the world--in highway construction, chemical and thermoplastic distribution, specialty chemicals, motor oil and car-care products.

Company Origins

The history of Ashland Inc. began with J. Fred Miles and the founding in 1910 of Swiss Drilling Company, an Oklahoma corporation. Miles had been raised in Oklahoma and worked in the oil business from his youth. After gathering a store of capital, he created Swiss Drilling with two other men to explore and operate new wells.

During this period, Standard Oil had an overwhelming presence in the industry, and, as a result, the U.S. government ordered a breakup of the company in 1911. The years immediately following the breakup, Standard Oil's near-monopoly was challenging the oil business, and Miles found that he could not survive on the low prices offered for Oklahoma crude. In 1916, he moved his operations to the new fields then opening in eastern Kentucky, where, with the help of some powerful financiers in Chicago and in Cleveland, Ohio, he obtained control of nearly 200,000 acres of oil land. Two years later the energetic Miles incorporated Swiss Oil Company in Lexington, Kentucky, with a group of backers that included the Insulls and the Armours of Chicago, with Miles serving as general manager and J.I. Lamprecht of Cleveland as president. Swiss Oil was soon one of the leading oil concerns in the state of Kentucky.

By the early 1920s, a postwar depression and the early exhaustion of key oil wells had thrust Swiss Oil into a precarious financial condition. Despite the company's difficulties, Fred Miles was eager to expand its operations into refining, and, in 1923, he hired the services of young Paul Blazer to select, buy, and operate the most advantageously located and outfitted refinery obtainable in the area. Blazer had gone into the oil-trading business after college and then picked up valuable experience as a partner in a Lexington refinery, from which he had just resigned when Miles made him the head of Swiss Oil's new division, Ashland Refining Company, in 1924. Blazer selected for his refinery an existing facility at Cattletsburg, Kentucky, on the Ohio River near the West Virginia border and just upstream from Ashland, where Blazer set up his modest offices. The Cattletsburg refinery had a capacity of 1,000 barrels per day and, after a program of extensive repairs, was soon operating profitably.

Blazer's choice of Cattletsburg was excellent because of several factors that would prove critical in the company's long-term success. In general, a refining operation that had access to its own local crude-oil supplies would do well in the eastern Kentucky region. Swiss Oil, though not a terribly successful company, did own a substantial amount of the region's crude and could therefore supply its new subsidiary with most of its needs. Ashland was thus able to sell regionally refined petroleum products, such as gasoline and motor oil, more cheaply than competitors who were forced to transport their crude or finished products from the Atlantic seaboard, the Mississippi River, or the Gulf of Mexico. The Cattletsburg site promised ready access to hundreds of miles of navigable rivers, by means of which Ashland could both receive crude and deliver product to the greater Ohio River basin. Until the introduction of pipelines, river freight was unmatched as an economic carrier of oil, and Ashland remained dependent on its river barges and terminals for the delivery of much of its refined product. These factors gave Ashland an early advantage over its much larger rivals and allowed the company to achieve a firm and lasting position as regional leader.

Success During the Depression and World War II

By 1926, Ashland's gross sales were $3 million a year, and Paul Blazer had confirmed his reputation as an outstanding refinery manager. J. Fred Miles had been eased out of Swiss Oil when the company required a bailout by one of its investors, and it was not long before the Ashland subsidiary was outperforming its parent company. Blazer steadily improved the refinery's operation and expanded sales of its products, and in 1929 he convinced Swiss Oil's board of directors to authorize Ashland's purchase of $400,000 worth of marketing companies in the area. Despite the onset of the Great Depression, this was followed by the 1930 acquisition of Tri-State Refining Company over the West Virginia border. Tri-State had a sizable refinery and its own team of gas stations and trucks, giving Ashland the makings of an integrated refining and marketing organization in the eastern Kentucky region. While inexpensive, river transport was continually threatened with the imposition of federal tolls that would largely negate its economy. Thus, in 1931, Ashland took the first in a long series of steps intended to lessen its dependence on river transportation of its crude supplies. When Ashland bought the Cumberland Pipeline Company for $420,000 in 1931, it facilitated shipment of crude from the Atlantic seaboard, as well as from its Kentucky fields. This opening to the sea would become vital when Ashland grew dependent upon Middle Eastern oil arriving by tanker.

So skilled an operator was Blazer that Ashland continued to turn a profit in the worst Depression years. Ashland was now the staff upon which leaned the ailing Swiss Oil, and in 1936, when it became apparent that the latter could not sustain the two companies, they were merged and Blazer elected president and chief executive officer of the new Ashland Oil & Refining Company. The combined companies showed a 1936 net profit of $677,583 on sales of $4.8 million, good results at any time but remarkable in the Depression era. Blazer forged ahead with new investments, joining Standard Oil Company (Ohio) in a pipeline from fields in southern Illinois and adding a costly new unit to the Cattletsburg refinery. By the time the United States entered World War II in 1941, Ashland had nearly doubled its sales to $8 million.

During World War II, the petroleum industry came under fairly tight government control. Like all the other oil companies, big and small, Ashland benefited mightily from the rapid increase in demand for the entire spectrum of petroleum products, which were needed for everything from gasoline to rubber boots to explosives. With government assistance Ashland built a new facility at Cattletsburg for the refining of 100-octane aviation fuel, and within four years it had doubled and redoubled company revenues to $35 million in 1945. The following years saw an inevitable recession as the war machine was dismantled, but it soon became apparent that postwar America was about to indulge its love affair with the automobile as never before. From the remote mountain towns of West Virginia to the streets of Cincinnati, Ohio, the postwar economy moved on wheels powered by oil, and Ashland remained the region's most economical supplier of that oil.

Postwar Growth

In 1948, Ashland took a major step when it merged with Cleveland-based Allied Oil Company, a fuel-oil broker with sales slightly in excess of Ashland's. Allied had been started in 1925 by Floyd R. Newman and W.W. Vandeveer with the support of Blazer. The combined companies had revenue in that year of $100 million. Ashland's new Allied division was directed by Rex Blazer, nephew of Ashland's president and a former marketing executive at Allied. The merger extended Ashland's marketing area to Cleveland and as far west as Chicago, and, to make use of its new sales opportunities, Ashland soon added a trio of other acquisitions--Aetna Oil Company, a Louisville, Kentucky, refiner and distributor; Frontier Oil Company, of Buffalo, New York; and Freedom-Valvoline Oil Company, the Pennsylvania maker of Valvoline motor oil. The latter was already a well-known brand name and under Ashland's ownership has since become one of the most widely distributed motor oils in the world. By the time these purchases were completed in 1950, Ashland was the 19th-largest oil company in the United States and for the first time was listed on the New York Stock Exchange.

Sales in 1955 topped $250 million, though net income was only $10 million. In contrast to its early years, Ashland as a mature company tended to earn rather low levels of net income, which Blazer attributed to two basic factors. First, the company had far outstripped its limited sources of crude oil and never had much success as a prospector. This meant that it would never enjoy the extraordinary profits brought in by big oil strikes and that its crude-oil expense would always be somewhat higher than for a fully integrated oil concern. Second, Ashland also sold more refined products than it made, supplementing its own production with purchases of refined goods for resale, which necessarily resulted in a diminished margin. Such a policy also meant that Ashland's refineries were kept running at or near capacity, a clear gain in efficiency over plants forced to cut back or work on shorter, more costly runs. Added to its advantageous system of waterway transport and freedom from the advertising expense associated with operation of a high-profile, branded chain of gas stations, Ashland's refining efficiency offset its lack of crude and enabled the company to earn a steady if unspectacular return on investment.

In 1957, after heading Ashland Oil for 22 years, Blazer retired as the chief executive. His nephew Rex Blazer took over the top management spot, while Everett Wells, a longtime associate of the senior Blazer, became the new president. The year before these changes, Ashland entered a new field with the purchase of the R.J. Brown Company of St. Louis, Missouri, a diversified manufacturer of petrochemicals. A great number of useful chemicals are derived from petroleum, and the oil industry as a whole was expanding rapidly into this new and largely unexplored area. Ashland steadily increased its petrochemical holdings, in 1962 buying United Carbon Company of Houston, Texas, makers of carbon black, and in 1966 adding Archer Daniels Midland Chemicals Company for $65 million. At that point Ashland formed a new operating subsidiary, Ashland Chemical Company, to oversee the workings of its manifold chemical interests.

The early 1960s were also notable for Ashland's 1962 purchase of the Central Louisiana pipeline system from Humble Oil & Refining. Central Louisiana was a major pipeline, gathering most of the oil produced in greater Louisiana and the Gulf of Mexico fields, and its acquisition by Ashland largely relieved the company of its worries about a steady supply of crude oil, made worse by the intermittent threat of new user tolls on the waterways. The net effect of these acquisitions was to boost Ashland's sales sharply, from $490 million in 1963 to $723 million three years later, elevating the company from the status of an independent to what might be called a "mini-major" oil firm. The robust U.S. economy had much to do with Ashland's prosperity, of course, as more citizens relied on the automobile.

Changes in the 1970s and 1980s

In 1969, Ashland had entered the coal business and soon became one of the top-ten coal producers in the country. It also took advantage of its refineries' asphalt by-products to gain a leading place among the nation's road-construction firms. The result of such diversification was a gradual lessening of Ashland's dependence on oil refining for its sales dollar. By 1971, refining and marketing of oil accounted for only 57 percent of Ashland's $1.4 billion in revenue, with Ashland Chemical providing another 25 percent and its other holdings chipping in the remainder. This apparent balance was somewhat misleading, however; Ashland continued to rely on its refining and marketing divisions for the bulk of its net income, as the growing chemical business proved to be a sluggish moneymaker. Refining capacity reached 350,000 barrels per day in 1973, and, as always, Ashland's crude production was less than 20 percent of that figure, forcing the company to join the mounting number of U.S. oil refiners dependent upon Middle Eastern crude for their survival.

In 1970, shareholders approved changing the company's name from Ashland Oil & Refining to Ashland Oil, Inc. That same year Ashland consolidated most of its Canadian interests with those of Canadian Gridoil Limited to form Ashland Oil Canada Limited. Domestically, Ashland acquired Union Carbide Petroleum Company and Empire State Petroleum, and these were consolidated with other exploration and production activities into Ashland Exploration, Inc.

In the mid-1970s, Ashland became entangled in its first of a series of legal controversies. In 1976 chief executive officer Orin Atkins, a lawyer who had served in that position since 1965, agreed in response to a shareholder suit to repay Ashland some $175,000 in funds he was said to have spent improperly. The previous year, 1975, Ashland had been fined by the Securities and Exchange Commission for illegally contributing more than $700,000 to several political campaigns.

Ashland's problems with meeting its own needs for crude oil became increasingly pronounced as the company continued to expand its refining and marketing operations. The 1973 OPEC embargo and ensuing energy crisis had effectively raised the stakes in the oil-exploration game. After the early 1970s, only those companies willing and able to mount massive drilling campaigns would be likely to reap the benefits of crude-oil supplies. Ashland was simply not big enough to join the majors in their exorbitant outlays, and Ashland therefore got out of the production business entirely. Sale of most of its oil leases, equipment, and reserves netted Ashland about $1.5 billion by 1980, but it also left the company wholly dependent upon outside sources of crude, primarily in the Middle East. In 1975 all construction activities were consolidated, and Ashland Coal, Inc., was formed in anticipation of the increasing potential of coal in the national energy market. Ashland took a comprehensive review of all segments of its operations to determine necessary changes. As an initial step in this strategy to maximize return on existing assets, the company sold its 79 percent interest in Ashland Oil Canada.

In 1981, Atkins was forced out as chairman and chief executive officer by a group of executives who brought to light illegal payments Atkins had made to government officials in Middle East countries, most notably Oman. He was replaced in both positions by John R. Hall. In June 1988, two former Ashland employees won a wrongful-discharge suit against the company. The employees, a former vice-president for oil supply and a former vice-president for government relations, had accused Ashland of firing them in 1983 for refusing to cover up the illegal payments. The jury awarded the plaintiffs $70.85 million, $1.25 million of which was to be paid by Hall personally. The plaintiffs ultimately settled out of court for $25 million.

On July 13, 1988, Atkins was arrested by customs agents at John F. Kennedy International Airport and accused of selling company documents to the National Iranian Oil Company (NIOC). Atkins denied the charges. The papers Atkins allegedly peddled related to an ongoing, $283 million billing dispute between Ashland and NIOC. In 1989, Ashland settled the case with a $325 million payment to NIOC. The company's public image was not helped by a 1988 spill of four million gallons of diesel fuel into the Ohio River, although Ashland was credited with a prompt, candid response.

In the meantime, Ashland sales skyrocketed along with the price of oil. Hall watched revenue hit an all-time peak of $9.5 billion in 1981, but Ashland found itself squeezed by the high cost of crude, and net income actually dropped into a net loss during the first part of 1982, when a spreading recession only made matters worse. Atkins had also saddled Ashland with an unusually high debt ratio when, in 1981, he used the receipts from the oil-drilling asset sale to buy United States Filter Corporation and Integon Corporation for $661 million. Integon, an insurance holding company, hardly matched the range of Ashland's other interests and in due time was sold to reduce debt. Once the recession had eased by 1983, Ashland's earnings again picked up, and the company's future brightened.

Scurlock Oil Company, a crude-oil gathering, transporting, and marketing firm, was acquired in 1982, thereby aiding Ashland in a shift from foreign to domestic crude-oil sources. In 1982, more than 20 corporate staff departments were brought together to form Ashland Services Company, a division that would cut overhead and also provide cost-effective services to the corporation and to its divisions and subsidiaries.

Restructuring and Acquisitions: Ashland in the 1990s

Ashland began the 1990s with a strong financial position. In 1992, Ashland surpassed $10 billion in sales for the first time, and it also established itself as the leading distributor of chemicals and solvents in North America by acquiring the majority of Unocal's chemical distribution business. Though refining profits were largely disappointing during the early 1990s, Ashland's chemical profits remained a boon for the company. Operating income from chemicals increased to $47 million in the last three months of 1994 compared to $28 million the year before.

Several important developments occurred in 1994. Ashland's Valvoline division purchased Zerex, the nation's number two antifreeze. Ashland also acquired Eurobase (Italy) and ACT Inc. (Pennsylvania), both companies that produced chemicals used in the creation of semiconductors. Also that year, Ashland began a new multi-well oil exploration in Nigeria and made a promising discovery in the first well sunk.

In an effort to have the name of the company reflect Ashland's increasingly diversified business, shareholders approved the name change from Ashland Oil, Inc., to Ashland Inc. in 1995. At the same time, the company began to shore up its nonrefining business segments to minimize the effect of its weak refining margins. According to Paul W. Chellgren, the company's president and chief operating officer, Ashland's strategy was to become an "integrated, but diversified company" by adding value to its petroleum products rather than by increasing volume. In 1996, Ashland chairman and chief executive officer John Hall announced his retirement, and Chellgren succeeded him in both positions.

In early 1997, Ashland announced plans to consolidate operations of Arch Mineral and Ashland Coal, thus creating the fifth-largest coal producer in the United States. Also in early 1997 Ashland was the first to be granted foreign trade subzone status at Akron-Canton Regional Airport in Ohio (known as "Foreign Trade Zone 181"). This status allowed Ashland to import crude oil to its Canton refinery and Lima storage facility without paying duties and tariffs. The subzone status was designed to protect those companies who imported oil not in its finished state (such as crude oil) and that diminished in volume once the oil had been processed into products such as asphalt, diesel fuel, or home heating oil. Tariffs on foreign crude were 2.5 cents a barrel in 1997. Not having to pay the fee saved Ashland more than $250,000 a year at its Canton facility. To further enhance efficiency and increase profitability, Ashland Inc. and Marathon Oil Co. announced in May 1997 a plan to merge their refining and marketing operations, with Marathon holding 62 percent of ownership and Ashland 38 percent. Ashland Chemical was expected to be the largest customer of the joint venture. On January 1, 1998, the merger was completed and Marathon Ashland Petroleum LLC (MAP) was formed, combining the major elements of the refining, marketing and transportation operations of the two companies.

In the late 1990s, Ashland was a highly diversified energy company, with extensive coal and petrochemical holdings to complement its core of oil refining and marketing. It was the nation's leading designer and builder of roadways through its APAC subsidiaries, which laid more than 13 million tons of asphalt in fiscal 1996. Oil remained the centerpiece of Ashland's corporate structure, however. Still relying on cheap river transport for much of its outgoing freight, Ashland delivered gasoline and related petroleum products to a large network of wholesalers and Ashland-affiliated gas stations. Ashland itself operated 742 SuperAmerica retail gasoline-grocery outlets in 1996 (SuperAmerica Group's 1996 sales were $1.9 billion). Added to these was the $1.2 billion in sales generated by the Valvoline, Inc., subsidiary, Ashland's nationally recognized brand name. Combined oil activities thus still provided well over half of the company's revenue and earnings, as Ashland continued to fill a narrow niche between international oil giant and regional independent.

In 1998, Ashland purchased 20 companies, including Eagle One Industries, a maker of car-care products; and Masters-Jackson, a group of highway construction companies. Ashland exited the coal mining business by spinning off Arch Coal, resulting in a reduction of its company holdings from 58 percent to 12 percent. Ashland would later sell its remaining holdings. In 2000, Ashland acquired Copenhagen-based Superfos, whose principal assets included a U.S. road construction business serving the Ashland operating area. The company was later sold, except for its road construction operations. Other acquisitions included Winyah Concrete & Block, a South Carolina-based full-service concrete and masonry supply organization; and Oklahoma's Vinita Rock Company. The purchase of MicroClean Inc., a semiconductor process parts cleaning operation, enhanced Ashland's position as a leading provider to the microelectronics industry through its Specialty Chemical's division. In the area of e-commerce, Ashland and e-Chemicals, Inc., the leading online chemical marketplace, created the chemical industry's first e-commerce alliance, enabling customers to purchase an array of 2,500 Ashland-distributed products through www.e-chemicals.com.

CEO Chellgren reported an "outstanding year" in 2000: "We dramatically improved our financial performance, continued to narrow our business focus while expanding key businesses, and adopted a new identity that boldly declares who we are and how we work." Operating income, net income and earnings per share all reached record highs. MAP continued to be their most important cash generator, and was described by Chellgren as "one of the best performing refining and marketing operations in the United States."

Ashland Strives to Change Its Image

For 34 years the Ashland logo represented a gas station sign. To better portray the new image of a "can-do" company for the twenty-first Century, Ashland adopted a new logo and tag line, "The Who In How Things Work." Through this new identity, Ashland hoped to project the diversity and innovative mentality that define Ashland and its people, the people who know how to ask the right questions and deliver the right answers.

Chellgren reported another record year for Ashland in 2001: new records were set in earnings per share, net income, and operating income. He described 2001 as "the year of MAP." Ashland's thirty-eight percent interest in Marathon Ashland Petroleum LLC yielded operating income from refining and marketing that was nearly double that of any prior year in the company's history. As a result, operating profit from refining and marketing accounted for 76 percent of the operating income before corporate expenses.

The Valvoline division produced near-record results, with sales of premium motors oils climbing 27 percent. Their Eagle One line of automotive appearance products increased sales by 16 percent.

Other divisions performed less than remarkably. Ashland's chemical operations reported significant reductions in sales. Operating income fell in the APAC highway construction businesses, due to compressed construction margins, a severe winter in APAC's market area and special charges associated with improper recognition of construction contract earnings in the Manassas, Virginia, unit.

Ashland was optimistic for 2002 although doubtful that they would match the record results of 2001. Their optimism was based on the strength of refining and marketing operations of MAP. In 2001, MAP launched or completed several initiatives that would add considerably to their future operating income, including retail expansion in the Midwest, a new nationwide network of travel centers, and the startup of a heavy crude oil conversion unit at the Garyville, Lousiana, refinery. In an attempt to consolidate operations, Ashland Distribution closed nine facilities and conducted a "quality of business" review to focus on its most profitable accounts. E-commerce efforts accounted for 15 percent of Ashland Distribution revenues.

Ashland Specialty Chemical remained a worldwide market and technology leader supplying high-performance products and services. A leading European producer of gelcoats and polyester resins was acquired more than doubling the size of Ashland's unsaturated polyester resins business in Europe. Research and development efforts focused on new products and aggressively seeking to build new geographic markets and applications for existing product lines.

Valvoline continued to develop new products, including MaxLife motor oil, the first oil specifically formulated for higher mileage engines, and MaxLife transmission fluids and antifreeze.

Chellgren's vision for the future of Ashland is to provide solutions for customers; provide opportunity for employees to achieve and grow; provide value for shareholders; and provide commitment to shareholders. To achieve these goals, Ashland commits to the "delivery of products and services that are differentiated by our knowledge of customers' needs as well as our technical expertise. We will attract, develop and retain talented and diverse people and provide an environment that encourages innovation, demands accountability and rewards performance. We will achieve high returns on investment that result in high returns for our shareholders." Through a combination of people, technology, and customer focus, Ashland strives to be "The Who In How Things Work."

Principal Subsidiaries:Ashland International Ltd.; Ashland Petroleum Company; APAC, Inc; Ashland Distribution Company; Ashland Specialty Chemical Company; The Valvoline Company; Ashland Services B. V.; Marathon Ashland Petroleum LLC; Speedway SuperAmerica LLC.

Principal Competitors:Honeywell, Inc.; Pennzoil-Quaker State Company; Safety-Kleen Corp.; ATMI, Inc.; American International Petroleum Corporation.

Chronology

• Key Dates:
• 1910: Swiss Drilling Company is founded by J. Fred Miles.
• 1916: Miles moves his operations to Kentucky.
• 1918: Swiss Oil Company is incorporated in Lexington, Kentucky.
• 1923: Paul Blazer is hired to head up Ashland Refining Company.
• 1930: Ashland acquires Tri-State Refining Company.
• 1931: Ashland buys Cumberland Pipeline Company.
• 1936: Swiss Oil and Ashland Refining Company merge to create Ashland Oil and Refining Company; Blazer is elected president and CEO of the new company.
• 1948: Ashland merges with Cleveland-based Allied Oil Company; acquires Aetna Oil Company, Frontier Oil Company, and Freedom-Valvoline Oil Company.
• 1956: Ashland acquires R.J. Brown Company.
• 1957: Blazer retires as CEO. His nephew Rex Blazer takes over the top management spot, with Everett Wells becoming the new president.
• 1962: Ashland acquires United Carbon Company and Humble Oil & Refining Company.
• 1965: Orin Atkins becomes CEO.
• 1966: Ashland acquires Archer Daniels Midland Chemicals Company; Ashland forms a new operating subsidiary, Ashland Chemical Company.
• 1970: Shareholders approve changing the company's name to Ashland Oil, Inc. Acquisitions include Union Carbide Petroleum Company and Empire State Petroleum; Ashland Oil Canada Limited is formed.
• 1975: Ashland Coal, Inc. is formed.
• 1981: Ashland acquires United States Filter Corporation and Integon Corporation; Atkins resigns his position of CEO and is replaced by John R. Hall.
• 1982: Scurlock Oil Company is acquired; Ashland Services Company is formed.
• 1994: Ashland's Valvoline division purchases Zerex; Ashland acquires Eurobase (Italy) and ACT Inc. (Pennsylvania).
• 1995: Company name is changed to Ashland Oil, Inc.
• 1996: Paul W. Chellgren succeeds Hall as chairman and CEO.
• 1997: Ashland consolidates operations of Arch Mineral and Ashland Coal.
• 1998: Marathon Oil Company and Ashland Inc. merge to form Marathon Ashland Petroleum LLC.