ASHLAND INC
10-Q, 2000-08-09
PETROLEUM REFINING
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===============================================================================



                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549



                                 FORM 10-Q

          Quarterly Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934




                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                       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



              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 ____

              At  July  31,   2000,   there  were   69,933,622   shares  of
         Registrant's  Common  Stock  outstanding.  One  Right to  purchase
         one-thousandth  of a share of  Series A  Participating  Cumulative
         Preferred Stock accompanies each outstanding share of Registrant's
         Common Stock.

===============================================================================


<PAGE>



<TABLE>
<CAPTION>

                                                      PART I - FINANCIAL INFORMATION

 ----------------------------------------------------------------------------------------------------------------------------------
 ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
 STATEMENTS OF CONSOLIDATED INCOME
 ----------------------------------------------------------------------------------------------------------------------------------
                                                                                 Three months ended           Nine months ended
                                                                                       June 30                     June 30
                                                                                -----------------------     -----------------------
 (In millions except per share data)                                               2000         1999           2000          1999
 ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>          <C>            <C>           <C>
 REVENUES
     Sales and operating revenues                                               $ 2,103      $ 1,796        $ 5,821       $ 4,945
     Equity income                                                                  197          107            285           208
     Other income                                                                    17           15             53            54
                                                                                ----------   ----------     ----------    ---------
                                                                                  2,317        1,918          6,159         5,207
 COSTS AND EXPENSES
     Cost of sales and operating expenses                                         1,716        1,407          4,712         3,884
     Selling, general and administrative expenses                                   274          264            804           781
     Depreciation, depletion and amortization                                        59           50            175           153
                                                                                ----------   ----------     ----------    ---------
                                                                                  2,049        1,721          5,691         4,818
                                                                                ----------   ----------     ----------    ---------
 OPERATING INCOME                                                                   268          197            468           389
     Net interest and other financial costs                                         (50)         (36)          (138)         (103)
                                                                                ----------   ----------     ----------    ---------
 INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                              218          161            330           286
     Income taxes                                                                   (89)         (62)          (135)         (110)
                                                                                ----------   ----------     ----------    ---------
 INCOME FROM CONTINUING OPERATIONS                                                  129           99            195           176
     Income (loss) from discontinued operations (net of income taxes)                 -            1           (215)            -
     Costs of spin-off of discontinued operations (net of income taxes)               -            -             (3)            -
                                                                                ----------   ----------     ----------    ---------
 INCOME (LOSS) BEFORE EXTRAORDINARY LOSS                                            129          100            (23)          176
     Extraordinary loss on early retirement of debt (net of income taxes)             -            -             (3)            -
                                                                                ----------   ----------     ----------    ---------
 NET INCOME (LOSS)                                                              $   129      $   100        $   (26)      $   176
                                                                                ==========   ==========     ==========    =========

 BASIC EARNINGS (LOSS) PER SHARE - Note A
     Income from continuing operations                                          $  1.83      $  1.35        $  2.74       $  2.36
     Income (loss) from discontinued operations                                       -          .01          (3.02)          .01
     Costs of spin-off of discontinued operations                                     -            -           (.04)            -
     Extraordinary loss on early retirement of debt                                   -            -           (.04)            -
                                                                                ----------   ----------     ----------    ---------
     Net income (loss)                                                          $  1.83      $  1.36        $  (.36)      $  2.37
                                                                                ==========   ==========     ==========    =========
 DILUTED EARNINGS (LOSS) PER SHARE - Note A
     Income from continuing operations                                          $  1.83      $  1.34        $  2.73       $  2.34
     Income (loss) from discontinued operations                                       -          .01          (3.01)          .01
     Costs of spin-off of discontinued operations                                     -            -           (.04)            -
     Extraordinary loss on early retirement of debt                                   -            -           (.04)            -
                                                                                ----------   ----------     ----------    ---------
     Net income (loss)                                                          $  1.83      $  1.35        $  (.36)      $  2.35
                                                                                ==========   ==========     ==========    =========

 DIVIDENDS PAID PER COMMON SHARE                                                $  .275      $  .275        $  .825       $  .825
</TABLE>

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       2
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                June 30         September 30             June 30
(In millions)                                                                      2000                 1999                1999
-----------------------------------------------------------------------------------------------------------------------------------

                               ASSETS

<S>                                                                           <C>                  <C>                  <C>
CURRENT ASSETS
    Cash and cash equivalents                                                 $      29            $     110            $     81
    Accounts receivable                                                           1,239                1,242               1,152
    Allowance for doubtful accounts                                                 (28)                 (23)                (23)
    Inventories - Note A                                                            549                  464                 491
    Deferred income taxes                                                           113                  107                 118
    Other current assets                                                            205                  159                 138
                                                                              ----------           ----------           ---------
                                                                                  2,107                2,059               1,957
INVESTMENTS AND OTHER ASSETS
    Investment in Marathon Ashland Petroleum LLC (MAP)                            2,321                2,172               2,098
    Cost in excess of net assets of companies acquired                              500                  220                 215
    Investment in Arch Coal - discontinued operations                                35                  417                 422
    Other noncurrent assets                                                         353                  264                 335
                                                                              ----------           ----------           ---------
                                                                                  3,209                3,073               3,070
PROPERTY, PLANT AND EQUIPMENT
    Cost                                                                          2,910                2,649               2,594
    Accumulated depreciation, depletion and amortization                         (1,445)              (1,357)             (1,340)
                                                                              ----------           ----------           ---------
                                                                                  1,465                1,292               1,254
                                                                              ----------           ----------           ---------

                                                                              $   6,781            $   6,424            $  6,281
                                                                              ==========           ==========           =========
                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Debt due within one year                                                  $     527            $     219            $    357
    Trade and other payables                                                      1,267                1,135               1,108
    Income taxes                                                                     51                   42                  50
                                                                              ----------           ----------           ---------
                                                                                  1,845                1,396               1,515
NONCURRENT LIABILITIES
    Long-term debt (less current portion)                                         1,898                1,627               1,627
    Employee benefit obligations                                                    400                  418                 416
    Deferred income taxes                                                           196                  226                 129
    Reserves of captive insurance companies                                         190                  175                 183
    Other long-term liabilities and deferred credits                                344                  382                 306
    Commitments and contingencies - Note D
                                                                              ----------           ----------           ---------
                                                                                  3,028                2,828               2,661

COMMON STOCKHOLDERS' EQUITY                                                       1,908                2,200               2,105
                                                                              ----------           ----------           ---------

                                                                              $   6,781            $   6,424            $  6,281
                                                                              ==========           ==========           =========

</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       3
<PAGE>

<TABLE>
<CAPTION>

 ----------------------------------------------------------------------------------------------------------------------------------
 ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
 STATEMENTS OF CONSOLIDATED COMMON STOCKHOLDERS' EQUITY
 ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          Accumulated
                                                                                                                other
                                                          Common        Paid-in       Retained          comprehensive
(In millions)                                              stock        capital       earnings                   loss         Total
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>            <C>           <C>             <C>                    <C>
BALANCE AT OCTOBER 1, 1998                              $     76       $    602      $   1,501       $           (42)       $ 2,137
   Total comprehensive income (1)                                                          176                   (16)           160
   Cash dividends                                                                          (61)                                 (61)
   Issued common stock under
     Stock incentive plans                                                    6                                                   6
     Acquisitions of other companies                           1             47                                                  48
   Repurchase of common stock                                 (4)          (181)                                               (185)
                                                        ---------      ---------     ----------      ----------------       --------
BALANCE AT JUNE 30, 1999                                $     73       $    474      $   1,616       $           (58)       $ 2,105
                                                        =========      =========     ==========      ================       ========

BALANCE AT OCTOBER 1, 1999                              $     72       $    464      $   1,710       $           (46)       $ 2,200
   Total comprehensive income (loss) (1)                                                   (26)                  (16)           (42)
   Dividends
     Cash                                                                                  (58)                                 (58)
     Spin-off of Arch Coal shares                                                         (123)                                (123)
   Issued common stock under
     Stock incentive plans                                                    1                                                   1
     Acquisitions of other companies                                          1                                                   1
   Repurchase of common stock                                 (2)           (69)                                                (71)
                                                        ---------      ---------     ----------      ----------------       --------
BALANCE AT JUNE 30, 2000                                $     70       $    397      $   1,503       $           (62)       $ 1,908
                                                        =========      =========     ==========      ================       ========

 -----------------------------------------------------------------------------------------------------------------------------------
  (1)  Reconciliations of net income (loss) to total comprehensive income (loss) follow.
</TABLE>
<TABLE>
<CAPTION>
                                                                          Three months ended              Nine months ended
                                                                                June 30                        June 30
                                                                       ---------------------------    ---------------------------
          (In millions)                                                      2000           1999            2000           1999
          -----------------------------------------------------------------------------------------------------------------------

<S>                                                                    <C>             <C>            <C>             <C>
          Net income (loss)                                            $      129      $     100      $      (26)     $     176
          Unrealized translation adjustments                                   (9)            (3)            (23)           (14)
             Related tax benefit                                                1              1               7              3
          Unrealized losses on securities                                       -             (3)              -             (6)
            Related tax benefit                                                 -              1               -              2
          Gains on securities included in net income                            -              -               -             (2)
            Related tax expense                                                 -              -               -              1
                                                                       -----------     -----------    -----------     -----------
          Total comprehensive income (loss)                            $      121      $      96      $      (42)     $     160
                                                                       ===========     ===========    ===========     ===========

          -----------------------------------------------------------------------------------------------------------------------
          At June 30,  2000,  the  accumulated  other  comprehensive  loss was
          comprised of net unrealized  translation losses of $52 million and a
          minimum pension liability of $10 million.

</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       4
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Nine months ended
                                                                                                              June 30
                                                                                                   --------------------------------
(In millions)                                                                                         2000                 1999
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                               <C>                  <C>
CASH FLOWS FROM CONTINUING OPERATIONS
    Income from continuing operations                                                             $    195             $    176
    Expense (income) not affecting cash
      Depreciation, depletion and amortization                                                         175                  153
      Deferred income taxes                                                                             65                   24
      Equity income from affiliates                                                                   (285)                (208)
      Distributions from equity affiliates                                                             142                  210
    Change in operating assets and liabilities (1)                                                     (97)                (224)
                                                                                                  -----------          -----------
                                                                                                       195                  131

CASH FLOWS FROM FINANCING
    Proceeds from issuance of long-term debt                                                           737                  150
    Proceeds from issuance of common stock                                                               1                    4
    Repayment of long-term debt                                                                       (407)                 (50)
    Repurchase of common stock                                                                         (71)                (185)
    Increase in short-term debt                                                                        244                  236
    Dividends paid (2)                                                                                 (58)                 (61)
                                                                                                  -----------          -----------
                                                                                                       446                   94

CASH FLOWS FROM INVESTMENT
    Additions to property, plant and equipment                                                        (161)                (158)
    Purchase of operations - net of cash acquired (3)                                                 (579)                 (40)
    Other - net                                                                                         19                   20
                                                                                                  -----------          -----------
                                                                                                      (721)                (178)
                                                                                                  -----------          -----------
CASH PROVIDED (USED) BY CONTINUING OPERATIONS                                                          (80)                  47
    Cash provided (used) by discontinued operations                                                     (1)                    -
                                                                                                  -----------          -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                       (81)                  47

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                        110                   34
                                                                                                  -----------          -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                                         $     29             $     81
                                                                                                  ===========          ===========

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Excludes changes resulting from operations acquired or sold.
(2)  The 2000 amount  excludes  the dividend of Arch Coal shares to Ashland
     shareholders  which  resulted  in a $123  million  charge to  retained
     earnings.
(3)  Amounts exclude acquisitions through the issuance of common stock of
     $1 million in 2000 and $48 million in 1999.


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       5
<PAGE>
------------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

         INTERIM FINANCIAL REPORTING

         The  accompanying   unaudited  condensed   consolidated  financial
         statements   have  been  prepared  in  accordance  with  generally
         accepted accounting principles for interim financial reporting and
         Securities  and Exchange  Commission  regulations.  Although  such
         statements are subject to any year-end audit adjustments which may
         be  necessary,  in the  opinion  of  management,  all  adjustments
         (consisting of normal recurring accruals) considered necessary for
         a fair presentation have been included. These financial statements
         should be read in conjunction with Ashland's Annual Report on Form
         10-K for the fiscal  year ended  September  30,  1999.  Results of
         operations   for  the  periods  ended  June  30,  2000,   are  not
         necessarily  indicative  of  results to be  expected  for the year
         ending September 30, 2000.

<TABLE>
<CAPTION>
         INVENTORIES

         --------------------------------------------------------------------------------------------------------------------
                                                                              June 30        September 30             June 30
           (In millions)                                                         2000                1999                1999
         --------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                  <C>                 <C>
           Chemicals and plastics                                             $   407              $  358              $  376
           Construction materials                                                  86                  55                  55
           Petroleum products                                                      65                  45                  53
           Other products                                                          55                  55                  51
           Supplies                                                                 6                   5                   8
           Excess of replacement costs over LIFO carrying values                  (70)                (54)                (52)
                                                                              --------             -------             -------
                                                                              $   549              $  464              $  491
                                                                              ========             =======             =======
</TABLE>
         EARNINGS PER SHARE

         The  following  table  sets  forth  the  computation  of basic and
         diluted earnings per share (EPS) from continuing operations.
<TABLE>
<CAPTION>
         -------------------------------------------------------------------------------------------------------------------
                                                                        Three months ended             Nine months ended
                                                                              June 30                       June 30
                                                                       -----------------------       -----------------------
            (In millions except per share data)                            2000         1999              2000         1999
         --------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>          <C>              <C>           <C>
            NUMERATOR
            Numerator for basic and diluted EPS - Income from
               continuing operations                                   $    129     $     99         $     195     $    176
                                                                       ==========   ==========       ===========   ==========
            DENOMINATOR
            Denominator for basic EPS - Weighted average
               common shares outstanding                                     71           73                71           74
            Common shares issuable upon exercise of stock options             -            1                 -            1
                                                                       ----------   ----------       -----------   ----------
            Denominator for diluted EPS - Adjusted weighted
               average shares and assumed conversions                        71           74                71           75
                                                                       ==========   ==========       ===========   ==========

            BASIC EPS FROM CONTINUING OPERATIONS                       $   1.83     $   1.35         $    2.74     $   2.36
            DILUTED EPS FROM CONTINUING OPERATIONS                     $   1.83     $   1.34         $    2.73     $   2.34

</TABLE>




                                       6
<PAGE>
-----------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

NOTE B - UNUSUAL ITEMS

         DISCONTINUED OPERATIONS

         On March  16,  2000,  Ashland's  Board  of  Directors  approved  a
         spin-off of 17.4  million  shares of its Arch Coal Common Stock to
         Ashland's shareholders of record on March 24, 2000, in the form of
         a taxable dividend.  The spin-off resulted in a charge to retained
         earnings of $123 million, with no gain or loss recorded.  However,
         Ashland accrued $5 million of costs related to the spin-off and an
         offsetting tax benefit of $2 million.  Ashland intends, subject to
         then-existing  market  conditions  but before March 16,  2001,  to
         dispose of its  remaining 4.7 million Arch shares in a transaction
         or  transactions  that  qualify as a sale for  federal  income tax
         purposes.   On  August  3,  2000,  Ashland  exercised  its  demand
         registration  rights requesting Arch to effect the registration of
         these shares for sale in a secondary offering under the Securities
         Act of 1933,  as amended.  Results  from the Arch Coal segment are
         shown as  discontinued  operations  with prior  periods  restated.
         Components  of  amounts  reflected  in the income  statements  are
         presented  in the  following  table.  Results  for the nine months
         ended June 30, 2000, include a net loss of $203 million related to
         asset  impairment  and  restructuring  costs,  largely  due to the
         write-down  of  assets  at  Arch's  Dal-Tex  and  Hobet 21  mining
         operations and certain coal reserves in central Appalachia.
<TABLE>
<CAPTION>

          -----------------------------------------------------------------------------------------------------------------------
                                                                           Three months ended              Nine months ended
                                                                                June 30                        June 30
                                                                       --------------------------     ---------------------------
           (In millions)                                                    2000           1999            2000           1999
          -----------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>            <C>             <C>             <C>
           Revenues - Equity income (loss)                              $      -       $      1        $   (246)       $     -
           Costs and expenses - SG&A expenses                                  -              -              (1)            (1)
                                                                       -----------    -----------     ------------    -----------
           Operating income (loss)                                             -              1            (247)            (1)
           Income tax benefit                                                  -              -              32              1
                                                                       -----------    -----------     ------------    -----------
           Income (loss) from discontinued operations                   $      -       $      1        $   (215)       $     -
                                                                       ===========    ===========     ============    ===========

</TABLE>
         EXTRAORDINARY LOSS

         During the nine months ended June 30, 2000,  Ashland  refunded $36
         million of pollution control revenue bonds and repaid $332 million
         of the $600 million  floating-rate  bank credit  agreement used to
         fund  the  acquisition  of the  U.S.  construction  operations  of
         Superfos a/s. The redemption premium on the bonds and write-off of
         unamortized  deferred  debt issuance  expenses  resulted in pretax
         charges  totaling $4 million which,  net of income tax benefits of
         $1 million,  resulted in an extraordinary loss on early retirement
         of debt of $3 million.

         OTHER

         Marathon  Ashland  Petroleum  LLC  (MAP)  maintains  an  inventory
         valuation  reserve to reduce the LIFO cost of its  inventories  to
         their net  realizable  values.  Adjustments  in that  reserve  are
         recognized quarterly based on changes in petroleum product prices,
         creating  non-cash  charges or credits to Ashland's  earnings.  No
         adjustments  to the reserve were  required  during the nine months
         ended June 30, 2000.

                                       7
<PAGE>
-----------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

NOTE B - UNUSUAL ITEMS (continued)

         The  following  tables show the effects of these  unusual items on
         Ashland's  operating  income,  net income and diluted earnings per
         share for the periods ended June 30, 2000, and 1999.

<TABLE>
<CAPTION>
          -----------------------------------------------------------------------------------------------------------------------
                                                                          Three months ended              Nine months ended
                                                                               June 30                         June 30
                                                                       --------------------------     ---------------------------
           (In millions except per share data)                              2000            1999           2000            1999
          ------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>           <C>             <C>             <C>
           Operating income before unusual items                         $   268       $     173       $    468        $    326
             MAP inventory valuation adjustments                               -              24              -              63
                                                                       -----------    -----------     ------------    ------------
           Operating income as reported                                  $   268       $     197       $    468        $    389
                                                                       ===========    ===========     ============    ============

           Net income before unusual items                               $   129       $      84       $    195        $    137
             Income (loss) from discontinued operations                        -               1           (215)              -
             Costs of spin-off of discontinued operations                      -               -             (3)              -
             Extraordinary loss on early retirement of debt                    -               -             (3)              -
             MAP inventory valuation adjustments                               -              15              -              39
                                                                       -----------    -----------     ------------    ------------
           Net income (loss) as reported                                 $   129       $     100       $    (26)       $    176
                                                                       ===========    ===========     ============    ============

           Diluted earnings per share before unusual items              $   1.83       $    1.14       $   2.73        $   1.83
             Impact of unusual items                                           -             .21          (3.09)            .52
                                                                       -----------    -----------     ------------    ------------
           Diluted earnings (loss) per share as reported                $   1.83       $    1.35       $   (.36)       $   2.35
                                                                       ===========    ===========     ============    ============
</TABLE>

NOTE C - UNCONSOLIDATED AFFILIATES

         Ashland  is  required  by  Rule  3-09  of  Regulation  S-X to file
         separate financial  statements for its significant  unconsolidated
         affiliate,   Marathon  Ashland  Petroleum  LLC  (MAP).   Ashland's
         ownership  position  in Arch  Coal,  Inc.  met those  same  filing
         requirements  prior to the spin-off described in Note B. Financial
         statements  for MAP and Arch Coal for the year ended  December 31,
         1999,  were filed on a Form  10-K/A on March 21,  2000.  Unaudited
         income statement information for MAP is shown below.

         MAP is organized as a limited  liability  company that has elected
         to  be  taxed  as  a  partnership.   Therefore,  the  parents  are
         responsible  for income taxes  applicable  to their share of MAP's
         taxable  income.  The net income  reflected below for MAP does not
         include any  provision  for income taxes which will be incurred by
         its parents.
<TABLE>
<CAPTION>
         --------------------------------------------------------------------------------------------------------------------------
                                                                         Three months ended                Nine months ended
                                                                               June 30                           June 30
                                                                    -------------------------------   -----------------------------
           (In millions)                                                    2000             1999             2000             1999
           ------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>              <C>               <C>
           MAP
              Sales and operating revenues                             $   7,535        $   4,639        $  20,053         $ 13,521
              Income from operations                                         533              299              786              591
              Net income
                Including inventory valuation adjustments                    532              296              789              589
                Excluding inventory valuation adjustments                    532              233              789              422
              Ashland's equity income
                Including inventory valuation adjustments                    196              106              280              203
                Excluding inventory valuation adjustments                    196               82              280              140

</TABLE>


                                       8
<PAGE>
-----------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

NOTE D - LITIGATION, CLAIMS AND CONTINGENCIES

         Ashland  is  subject   to   various   federal,   state  and  local
         environmental  laws  and  regulations  that  require   remediation
         efforts  at  multiple   locations,   including  current  operating
         facilities, operating facilities conveyed to MAP, previously owned
         or operated  facilities,  and Superfund or other waste sites.  For
         information   regarding    environmental    reserves,    see   the
         "Miscellaneous - Environmental  Matters" section of Ashland's Form
         10-K.

         Environmental   reserves   are   subject  to   numerous   inherent
         uncertainties  that affect Ashland's ability to estimate its share
         of the  ultimate  costs  of  required  remediation  efforts.  Such
         uncertainties  involve the nature and extent of  contamination  at
         each site, the extent of required  cleanup  efforts under existing
         environmental  regulations,  widely  varying  costs  of  alternate
         cleanup  methods,  changes  in  environmental   regulations,   the
         potential   effect  of  continuing   improvements  in  remediation
         technology,  and  the  number  and  financial  strength  of  other
         potentially  responsible parties at multiparty sites. Reserves are
         regularly  adjusted as  environmental  assessments and remediation
         efforts proceed.

         In addition to these  matters,  Ashland and its  subsidiaries  are
         parties to numerous  other claims and lawsuits,  some of which are
         for substantial amounts.  While these actions are being contested,
         the  outcome  of  individual   matters  is  not  predictable  with
         assurance.

         Ashland does not believe that any liability  resulting from any of
         the above matters,  after taking into  consideration its insurance
         coverage and amounts  already  provided  for, will have a material
         adverse effect on its consolidated financial position,  cash flows
         or liquidity.  However,  such matters could have a material effect
         on results of operations in a particular quarter or fiscal year as
         they develop or as new issues are identified.

NOTE E - ACQUISITIONS

         In October 1999,  Ashland  completed its tender offer for Superfos
         a/s, a Denmark based  industrial  company.  In November 1999, in a
         series of  transactions,  Ashland sold the businesses of Superfos,
         other than its U.S. construction operations, to a unit of Industri
         Kapital,   a  European   private  equity  fund.  In  the  November
         transactions,  Ashland received from Industri Kapital a short-term
         note for $285  million,  which  was  redeemed  in the  March  2000
         quarter.  Ashland's net cost for the U.S. construction business of
         Superfos  was  approximately  $537  million.  Prior  to  Ashland's
         acquisition,   these  operations  generated  sales  and  operating
         revenues  of $557  million  and  operating  income of $30  million
         during the year ended September 30, 1999.

         Primarily  as a result of this  acquisition,  APAC's  total assets
         increased  from $996  million at  September  30,  1999,  to $1.664
         billion at June 30, 2000.  APAC's capital employed  increased from
         $663 million at September 30, 1999, to $1.223  billion at June 30,
         2000. The  acquisition  was funded with short-term debt and a $600
         million,  floating-rate  bank  credit  agreement  that  matures in
         increasing  payments  between 2000 and 2004.  Ashland  repaid $285
         million of the bank  credit  agreement  in the March 2000  quarter
         upon  redemption  of the  note  described  above,  and  repaid  an
         additional  $47 million in the June 2000  quarter.  Primarily as a
         result of this new debt and the charges to equity  related to Arch
         Coal (see  Note B),  Ashland's  debt  amounted  to 56% of  capital
         employed at June 30, 2000, compared to 46% at September 30, 1999.



                                       9
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
INFORMATION BY INDUSTRY SEGMENT
------------------------------------------------------------------------------------------------------------------------------------
                                                                        Three months ended                   Nine months ended
                                                                              June 30                             June 30
                                                                  -----------------------------       ------------------------------
(In millions)                                                             2000             1999               2000             1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>                <C>              <C>
REVENUES
   Sales and operating revenues
     APAC                                                           $      701       $      458         $    1,738       $    1,149
     Ashland Distribution                                                  841              754              2,421            2,175
     Ashland Specialty Chemical                                            327              322                963              935
     Valvoline                                                             264              289                788              773
     Intersegment sales
       Ashland Distribution                                                 (9)              (8)               (28)             (25)
       Ashland Specialty Chemical                                          (21)             (18)               (60)             (58)
       Valvoline                                                             -               (1)                (1)              (4)
                                                                   ------------     ------------       ------------     ------------
                                                                         2,103            1,796              5,821            4,945
   Equity income
     Ashland Specialty Chemical                                              1                1                  4                4
     Valvoline                                                               -                -                  1                1
     Refining and Marketing                                                196              106                280              203
                                                                   ------------     ------------       ------------     ------------
                                                                           197              107                285              208
   Other income
     APAC                                                                    5                2                 11                7
     Ashland Distribution                                                    1                2                  6                5
     Ashland Specialty Chemical                                              8                4                 21               13
     Valvoline                                                               2                2                  6                5
     Refining and Marketing                                                  -                3                  5               15
     Corporate                                                               1                2                  4                9
                                                                   ------------     ------------       ------------     ------------
                                                                            17               15                 53               54
                                                                   ------------     ------------       ------------     ------------
                                                                    $    2,317       $    1,918         $    6,159       $    5,207
                                                                   ============     ============       ============     ============
OPERATING INCOME (1)
   APAC                                                             $       41       $       35         $       79       $       63
   Ashland Distribution                                                     20               17                 47               42
   Ashland Specialty Chemical                                               23               33                 76               82
   Valvoline                                                                20               24                 54               48
   Refining and Marketing                                                  184              102                262              199
   Corporate                                                               (20)             (14)               (50)             (45)
                                                                   ------------     ------------       ------------     ------------
                                                                    $      268       $      197         $      468       $      389
                                                                   ============     ============       ============     ============

------------------------------------------------------------------------------------------------------------------------------------
(1)      See Note B to the Condensed Consolidated Financial Statements for a discussion of unusual items.
</TABLE>



                                       10

<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
INFORMATION BY INDUSTRY SEGMENT
-----------------------------------------------------------------------------------------------------------------------------------
                                                                          Three months ended                 Nine months ended
                                                                                June 30                           June 30
                                                                    -----------------------------     -----------------------------
                                                                            2000            1999             2000            1999
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>             <C>               <C>             <C>
OPERATING INFORMATION
   APAC
     Construction backlog at June 30 (millions)                                                         $   1,410        $    912
     Hot mix asphalt production (million tons)                             9.7             7.2               23.7            17.1
     Aggregate production (million tons)                                   7.9             5.3               19.8            14.6
     Ready-mix concrete production (thousand cubic yards)                  673             342              1,899             963
   Ashland Distribution (1)
     Sales per shipping day (millions)                                $   13.4        $   12.0          $    12.8        $   11.6
     Gross profit as a percent of sales                                   15.5%           15.9%              15.5%           16.0%
   Ashland Specialty Chemical (1)
     Sales per shipping day (millions)                                $    5.2        $    5.1          $     5.1        $    5.0
     Gross profit as a percent of sales                                   34.0%           37.7%              34.8%           36.4%
   Valvoline lubricant sales (thousand barrels per day)                   12.2            13.0               12.2            12.3
   Refining and Marketing (2)
     Refined products sold (thousand barrels per day)                    1,345           1,259              1,295           1,207
     Crude oil refined (thousand barrels per day)                          965             939                880             883
     Merchandise sales (millions)                                     $    607        $    524          $   1,691        $  1,470
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Sales are defined as sales and  operating  revenues.  Gross  profit is
     defined  as sales  and  operating  revenues,  less  cost of sales  and
     operating  expenses,  less  depreciation and amortization  relative to
     manufacturing assets.
(2)  Amounts represent 100 percent of the volumes of MAP, in which Ashland
     owns a 38 percent interest.

                                       11
<PAGE>
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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------------------------------------------------

RESULTS OF OPERATIONS

         Current  Quarter - Ashland's  net income was $129  million for the
         quarter  ended June 30,  2000,  compared  to $100  million for the
         quarter ended June 30, 1999.  Excluding unusual items described in
         Note B to the Condensed  Consolidated  Financial  Statements,  net
         income  amounted to $129 million in the 2000  period,  compared to
         $84 million in the 1999 period.  The increase  reflected  improved
         refining margins for Marathon Ashland Petroleum (MAP),  which more
         than offset the impact of rising  hydrocarbon  costs on  Ashland's
         wholly owned businesses.  APAC reported record results, reflecting
         higher revenues due to recent  acquisitions and high equipment and
         manpower utilization rates. However,  rising liquid asphalt prices
         and higher fuel costs significantly  reduced operating income from
         what it would have been otherwise. Ashland Distribution reported a
         21%  increase  in  operating  income  due  primarily  to  improved
         performance  from  its  European  plastics   operations.   Ashland
         Specialty  Chemical  reported a 31% decline in operating income as
         unsaturated   polyester   resins,   Ashland's   largest  specialty
         business, continued to experience margin compression due to rising
         raw material prices. Valvoline's operating income declined 19% due
         primarily to lower sales of R-12 automotive refrigerant. Partially
         offsetting the overall  improvement in operating income was higher
         net interest and other financial costs,  resulting  primarily from
         debt  incurred to purchase  the U.S.  construction  operations  of
         Superfos a/s.

         Year-to-Date  - For the nine months ended June 30,  2000,  Ashland
         recorded a net loss of $26 million, compared to net income of $176
         million for the nine months ended June 30, 1999. Excluding unusual
         items,  net income  amounted to $195  million in the 2000  period,
         compared  to $137  million  in the 1999  period.  The  improvement
         reflects a 9% increase in combined operating income from Ashland's
         wholly owned  businesses  and improved  refining  margins for MAP.
         Three of the four wholly owned businesses  improved,  with Ashland
         Specialty  Chemical  showing  the  only  decline.  APAC's  results
         benefited  from the  acquisition  of  Superfos  and  other  recent
         acquisitions,  and a change  in  estimated  depreciable  lives and
         salvage   values   for   its   construction   equipment.   Ashland
         Distribution  was up despite  margin  compression in the chemicals
         and  solvents  business,  reflecting  strong  performances  in the
         plastics  and  fine  ingredients  units.  Valvoline's  improvement
         reflects the net effects of higher earnings from the sales of R-12
         refrigerant and antifreeze, improved international results, record
         earnings from VIOC, and reduced lubricant margins.  The decline in
         Ashland Specialty  Chemical reflects  increased raw material costs
         for  unsaturated  polyester  resins  and higher  butane  costs for
         petrochemicals,   partially  offset  by  strong   improvements  in
         adhesives  and  electronic  chemicals.  The  increase in operating
         income  was  partially  offset by higher  net  interest  and other
         financial costs, resulting primarily from increased debt levels.

         APAC

         Current  Quarter  -  Operating  income  from  APAC's  construction
         operations  amounted  to a record  $41  million  for the June 2000
         quarter,  compared  to $35 million in the June 1999  quarter.  The
         improvement  reflects  a 53%  increase  in  revenues  due  to  the
         acquired U.S.  construction  operations of Superfos (see Note E to
         the Condensed  Consolidated Financial Statements) and a high level
         of construction activity and asphalt production.  In addition, the
         current period includes a reduction of approximately $5 million in
         depreciation  expense  related to changes in the estimated  useful
         lives and salvage values of APAC's construction  equipment.  These
         favorable  variances  more than  offset  the  adverse  effects  of
         significant increases in APAC's liquid asphalt and fuel costs.


                                       12
<PAGE>
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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------------------------------------------------

         APAC (CONTINUED)

         Year-to-Date  - For the nine  months  ended  June 30,  2000,  APAC
         reported operating income of $79 million,  compared to $63 million
         for the  same  period  of 1999.  The  increase  reflects  the same
         factors  described in the current quarter  comparison  above, with
         the change in  depreciation  adding  approximately  $15 million to
         year-to-date results. Revenues increased 51%, as production of hot
         mix  asphalt  was  up  39%,  crushed  aggregate  was up  36%,  and
         ready-mix   concrete  was  up  97%  from  the  1999  period.   The
         construction  backlog at June 30, 2000, amounted to $1.41 billion,
         up 55% from a year ago and the  highest in company  history.  This
         growth  reflects  APAC's  acquisitions,  as well as robust highway
         funding.

         Due to the unanticipated  increases in the cost of liquid asphalt,
         gasoline, diesel fuel, and other fuels, it is not likely that APAC
         will meet its  previously  projected  $170  million  in  operating
         income for fiscal year 2000. Nevertheless,  Ashland expects APAC's
         operating  income for fiscal 2000 to be a record and a substantial
         increase compared to the $108 million recorded for 1999.

         ASHLAND DISTRIBUTION

         Current Quarter - Ashland  Distribution  reported operating income
         of $20 million for the quarter  ended June 30,  2000,  compared to
         $17 million for last year's June quarter. The 21% increase was due
         primarily  to  improved   performance   from   European   plastics
         operations.  In North  America,  chemical  distribution  margins -
         especially  of  commodities  - were  adversely  affected by rising
         costs for  hydrocarbon-based  raw  materials.  To a lesser extent,
         margins in plastics  distribution  also encountered some pressure.
         However, unit volumes were strong across all of the North American
         distribution businesses.

         Year-to-Date  - For the nine months ended June 30,  2000,  Ashland
         Distribution reported operating income of $47 million, compared to
         $42  million for the same period of 1999.  Sales  volumes  were up
         over the prior year, but much of that increase was offset by lower
         gross profit  percentages,  due to higher product  costs.  Results
         from IC&S declined due to higher costs for  hydrocarbon-based  raw
         materials that adversely  affected  margins,  but the effects were
         more  than  offset  by  better  results  from  each  of the  other
         distribution  businesses.  European  plastics and fiber reinforced
         plastics operations showed the biggest improvements.

         ASHLAND SPECIALTY CHEMICAL

         Current  Quarter - For the quarter  ended June 30,  2000,  Ashland
         Specialty  Chemical  reported  operating  income  of $23  million,
         compared  to $33  million  reported  for the  June  1999  quarter.
         Composite  Polymers continued to experience margin compression due
         to higher costs for styrene and other raw materials.  The price of
         styrene,  a key raw material in polyester  resins, is up more than
         60% from a year ago. Although  Composite  Polymers has implemented
         multiple price  increases over the past year,  selling prices have
         not kept pace with  increased  costs.  Results for  Petrochemicals
         have  also  declined   reflecting   reduced   margins  for  maleic
         anhydride,  caused  by  significant  increases  in  butane  costs.
         Overall,  unit  volumes  are  healthy  in  each  of the  specialty
         chemical  product lines,  with particular  strength being shown in
         the adhesives and electronic chemicals businesses.



                                       13
<PAGE>
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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------------------------------------------------

         ASHLAND SPECIALTY CHEMICAL (CONTINUED)

         Year-to-Date  - For the nine months ended June 30,  2000,  Ashland
         Specialty  Chemical  reported  operating  income  of $76  million,
         compared to $82 million for the first nine months of 1999.  On the
         positive side,  Electronic  Chemicals has recovered  strongly from
         the worldwide semiconductor recession experienced during the first
         half of fiscal 1999.  Specialty  Polymers & Adhesives is up on the
         strength of increased  sales volumes and margins.  However,  these
         improvements  were  more  than  offset by  declines  in  Composite
         Polymers and  Petrochemicals  due to the same factors discussed in
         the current quarter comparison above.

         VALVOLINE

         Current  Quarter - For the quarter ended June 30, 2000,  Valvoline
         reported operating income of $20 million,  compared to $24 million
         for the June 1999  quarter.  The decrease was primarily the result
         of lower sales volumes of R-12 automotive  refrigerant.  In total,
         Valvoline  expects  R-12  profits in fiscal 2000 to be  comparable
         with last year. However, this year the bulk of R-12 sales occurred
         in  the  March  quarter  versus  in  the  June  quarter  of  1999.
         Valvoline's  lubricants  business  continued to experience  rising
         base  lube  stock  costs,  which  are  not  easily  passed  on  to
         customers.  On the  positive  side,  Valvoline  Instant Oil Change
         (VIOC) posted record June quarter results,  reflecting  higher car
         counts,  improvement in the average ticket price, and gains on the
         sale of certain  company  owned units.  Improvements  in Valvoline
         International  earnings  reflect better results from operations in
         Europe and Latin America.

         Year-to-Date - For the nine months ended June 30, 2000,  Valvoline
         reported operating income of $54 million,  compared to $48 million
         for the same period of 1999.  Contributing to the improvement were
         better R-12 automotive  refrigerant  results, as well as increased
         antifreeze   sales  revenues,   partially   offset  by  compressed
         lubricant  margins  attributed to increasing  raw material  costs.
         Valvoline  International  earnings  improved due to better results
         from  operations in Europe,  Asia and Latin America.  In addition,
         VIOC reported record income for the nine months,  primarily due to
         improvements in franchise  royalty income and gains on the sale of
         certain company owned units. The elimination of losses incurred by
         First   Recovery   in  1999  also   contributed   to   Valvoline's
         improvement.

         REFINING AND MARKETING

         Current  Quarter - Operating  income from  Refining and  Marketing
         amounted to $184 million for the quarter ended June 30, 2000. This
         compares  to $78  million  for the  quarter  ended  June 30,  1999
         (excluding  $24 million in favorable  inventory  market  valuation
         adjustments). Results for both periods include Ashland's 38% share
         of MAP's earnings,  amortization of Ashland's excess investment in
         MAP,  and  results  of certain  retained  refining  and  marketing
         activities.  Refining margins were very strong,  particularly when
         compared  to  depressed   levels  of  a  year  ago  when  industry
         conditions  led to the worst margins in at least a decade.  In the
         June 2000 quarter, strong demand, pipeline problems and logistical
         difficulties    associated   with   new   reformulated    gasoline
         requirements  resulted in volatile  markets and  unusually  strong
         product  margins,  particularly  in  the  Midwest  where  MAP is a
         leading petroleum product marketer.

         Year-to-Date  -  Operating  income  from  Refining  and  Marketing
         amounted to $262  million for the nine months ended June 30, 2000.
         This  compares to $136  million for the nine months ended June 30,
         1999  (excluding  $63  million  in  favorable   inventory   market
         valuation adjustments).  The increase in operating income reflects
         improved refining  margins,  higher refined product sales volumes,
         and increased  merchandise sales volumes.  These improvements were
         partially offset by decreased retail product margins.


                                       14

<PAGE>

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------------------------------------------------

         CORPORATE

         Corporate  expenses  amounted to $20 million in the quarter  ended
         June 30, 2000,  compared to $14 million for the quarter ended June
         30, 1999.  Corporate  expenses on a year-to-date basis amounted to
         $50  million in the 2000  period,  compared  to $45 million in the
         1999 period.  The higher level of expenses  reflects  increases in
         incentive and deferred compensation costs.

         NET INTEREST AND OTHER FINANCIAL COSTS

         For the  quarter  ended  June 30,  2000,  net  interest  and other
         financial  costs totaled $50 million,  compared to $36 million for
         the June 1999  quarter.  For the  year-to-date,  net  interest and
         other financial costs amounted to $138 million in the 2000 period,
         compared to $103 million in the 1999 period. The increases reflect
         higher  debt  levels  resulting  primarily  from the debt  used to
         finance the  acquisition  of the U.S.  construction  operations of
         Superfos  and higher  interest  rates on  floating-rate  debt.  In
         addition,  the 2000 periods  include costs  associated with a $150
         million sale of receivables program initiated in March 2000.

         DISCONTINUED OPERATIONS

         As described  in Note B to the  Condensed  Consolidated  Financial
         Statements,   in  March  2000  Ashland   distributed   to  Ashland
         shareholders  the major portion of its common shares of Arch Coal.
         The spin-off  resulted in no gain or loss, but Ashland  accrued $3
         million  in  after-tax  costs  related  to the  transaction.  As a
         result,   the  former  Arch  Coal   segment  is  now  shown  as  a
         discontinued operation, with prior periods restated.

         For the nine months  ended June 30, 2000,  Ashland  recorded a net
         loss of $215 million from its investment in Arch Coal, compared to
         breakeven  results in the June 1999 period.  The current year loss
         includes a $203 million net charge in the December quarter related
         to asset  impairment  and  restructuring  costs.  The  charge  was
         largely  due to the  write-down  of assets at Arch's  Dal-Tex  and
         Hobet 21 mining  operations  and certain coal  reserves in central
         Appalachia.

         EXTRAORDINARY LOSS

         During the nine months ended June 30, 2000,  Ashland  refunded $36
         million of pollution control revenue bonds and repaid $332 million
         of the $600 million  floating-rate  bank credit  agreement used to
         fund  the  acquisition  of the  U.S.  construction  operations  of
         Superfos.  The  redemption  premium on the bonds and  write-off of
         unamortized  deferred  debt issuance  expenses  resulted in pretax
         charges  totaling $4 million which,  net of income tax benefits of
         $1 million,  resulted in an extraordinary loss on early retirement
         of debt of $3 million.

FINANCIAL POSITION

         LIQUIDITY

         Ashland's  financial position has enabled it to obtain capital for
         its financing  needs and to maintain  investment  grade ratings on
         its  senior  debt of Baa2 from  Moody's  and BBB from  Standard  &
         Poor's.  Ashland has two revolving credit agreements providing for
         up to $425 million in  borrowings,  neither of which was in use at
         June 30, 2000. Under a shelf registration,  Ashland can also issue
         an additional  $600 million in debt and equity  securities  should
         future opportunities or needs arise. Furthermore, Ashland has


                                       15

<PAGE>

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------------------------------------------------

         LIQUIDITY (CONTINUED)

         access to various uncommitted lines of credit and commercial paper
         markets,  under which $426 million of short-term  borrowings  were
         outstanding  at June 30, 2000.  The  revolving  credit  agreements
         contain a covenant  limiting new borrowings.  Primarily due to the
         debt incurred to finance the acquisition of the U.S.  construction
         operations  of  Superfos,  the $203  million  charge  to  earnings
         resulting  from  Arch  Coal's  asset  impairment   write-down  and
         restructuring  costs, and the Arch Coal spin-off,  additional debt
         permissible  has been reduced from $1.454 billion at September 30,
         1999, to $438 million at June 30, 2000.

         Cash flows from operations, a major source of Ashland's liquidity,
         amounted to $195  million for the nine months ended June 30, 2000,
         compared to $131  million for the nine months ended June 30, 1999.
         The  increase  reflects  the  sale of  $150  million  of  accounts
         receivable under a new program initiated in March 2000.  Ashland's
         cash flows from operations  exceeded its capital  requirements for
         net property  additions  and  dividends by $2 million for the nine
         months ended June 30, 2000.

         Operating  working capital  (accounts  receivable and inventories,
         less trade and other payables) at June 30, 2000, was $493 million,
         compared to $548 million at September  30, 1999,  and $512 million
         at June 30,  1999.  Liquid  assets  (cash,  cash  equivalents  and
         accounts  receivable)  amounted to 67% of current  liabilities  at
         June 30, 2000,  compared to 95% at September 30, 1999,  and 80% at
         June 30, 1999. Ashland's working capital is affected by its use of
         the LIFO method of inventory  valuation,  which valued inventories
         $70 million below their replacement costs at June 30, 2000.

         CAPITAL RESOURCES

         For the nine  months  ended  June  30,  2000,  property  additions
         amounted to $161  million,  compared to $158  million for the same
         period last year.  Property  additions and cash  dividends for the
         remainder  of fiscal 2000 are  estimated  at $90  million  and $20
         million.  Under Ashland's share  repurchase  program  initiated in
         August 1998,  Ashland  repurchased 8.3 million shares through June
         30, 2000. On July 19, 2000,  Ashland's board of directors approved
         a fourth  authorization in the program and increased the number of
         shares  available for repurchase to a total of three million.  The
         number of shares ultimately  purchased and the prices Ashland will
         pay for its stock are  subject to periodic  review by  management.
         Ashland   anticipates   meeting   its   remaining   2000   capital
         requirements for property additions,  dividends and scheduled debt
         repayments  of  $17  million  from  internally   generated  funds.
         However,  external financing may be necessary to fund common stock
         repurchases and acquisitions.

         At June 30, 2000, Ashland's debt level amounted to $2.425 billion,
         compared to $1.846  billion at September  30,  1999.  The increase
         reflects a floating-rate bank credit agreement and short-term debt
         incurred  to  finance  the  acquisition  of the U.S.  construction
         operations of Superfos.  Common  stockholders' equity decreased by
         $292  million   during  the  nine  months  ended  June  30,  2000,
         reflecting the $203 million charge to earnings resulting from Arch
         Coal's asset impairment  write-down and  restructuring  costs, and
         the spin-off of Arch Coal shares.  As a result,  debt as a percent
         of capital employed amounted to 56% at June 30, 2000,  compared to
         46% at September 30, 1999.  Ashland's long-term debt included $408
         million  of  floating-rate  debt at June 30,  2000.  As a  result,
         Ashland's  interest costs for the remainder of 2000 will fluctuate
         based  on  short-term  interest  rates  on  that  portion  of  its
         long-term debt outstanding, as well as on any short-term notes and
         commercial paper.

                                    16
<PAGE>

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------------------------------------------------

ENVIRONMENTAL MATTERS

         Federal,  state and local  laws and  regulations  relating  to the
         protection of the  environment  have resulted in higher  operating
         costs and capital  investments  by the industries in which Ashland
         operates.   Because  of  the  continuing   trends  toward  greater
         environmental awareness and ever increasing  regulations,  Ashland
         believes  that  expenditures  for  environmental  compliance  will
         continue to have a significant effect on its businesses.  Although
         it cannot  accurately  predict how such trends will affect  future
         operations   and  earnings,   Ashland   believes  the  nature  and
         significance of its ongoing compliance costs will be comparable to
         those of its  competitors.  For  information  on certain  specific
         environmental  proceedings  and  investigations,  see  the  "Legal
         Proceedings" section of this Form 10-Q. For information  regarding
         environmental  reserves,  see the  "Miscellaneous  - Environmental
         Matters" section of Ashland's Form 10-K.

         Environmental   reserves   are   subject  to   numerous   inherent
         uncertainties  that affect Ashland's ability to estimate its share
         of the  ultimate  costs  of  required  remediation  efforts.  Such
         uncertainties  involve the nature and extent of  contamination  at
         each site, the extent of required  cleanup  efforts under existing
         environmental  regulations,  widely  varying  costs  of  alternate
         cleanup  methods,  changes  in  environmental   regulations,   the
         potential   effect  of  continuing   improvements  in  remediation
         technology,  and  the  number  and  financial  strength  of  other
         potentially  responsible parties at multiparty sites. Reserves are
         regularly  adjusted as  environmental  assessments and remediation
         efforts proceed.

         Ashland  does  not  believe  that  any  liability  resulting  from
         environmental   matters,   after  taking  into  consideration  its
         insurance  coverage and amounts already  provided for, will have a
         material  adverse effect on its consolidated  financial  position,
         cash  flows or  liquidity.  However,  such  matters  could  have a
         material  effect on results of operations in a particular  quarter
         or fiscal year as they develop or as new issues are identified.

CONVERSION TO THE EURO

         On January 1,  1999,  certain  member  countries  of the  European
         Economic and Monetary  Union (EMU)  established  fixed  conversion
         rates  between  their  existing  currencies  and the EMU's  common
         currency,  the Euro.  Entities in the participating  countries can
         conduct  their  business   operations  in  either  their  existing
         currencies or the Euro until  December 31, 2001.  After that date,
         all  non-cash   transactions   will  be  conducted  in  Euros  and
         circulation  of Euro  notes and coins for cash  transactions  will
         commence. National notes and coins will be withdrawn no later than
         June 30, 2002.

         Ashland conducts  business in all of the  participating  countries
         and is addressing  the issues  associated  with the Euro. The more
         important  issues  include   converting   information   technology
         systems,  reassessing currency risk, and processing accounting and
         tax records.  Based on the progress to date, Ashland believes that
         the use of the  Euro  will not have a  significant  impact  on the
         manner  in  which it  conducts  its  business  and  processes  its
         accounting  records.  Accordingly,  the  use  of the  Euro  is not
         expected  to have a  material  effect  on  Ashland's  consolidated
         financial position, results of operations or cash flows.



                                       17

<PAGE>

-------------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
-------------------------------------------------------------------------------

FORWARD LOOKING STATEMENTS

         This Form 10-Q  contains  forward-looking  statements,  within the
         meaning of Section 27A of the  Securities  Act of 1933 and Section
         21E of the  Securities  Exchange  Act of  1934,  with  respect  to
         Ashland's  operating  performance  and  earnings.  Estimates as to
         operating  performance  and  earnings  are based  upon a number of
         assumptions,  including (among others) prices,  supply and demand,
         market  conditions,  cost of raw materials,  weather and operating
         efficiencies.  Although Ashland believes that its expectations are
         based  on  reasonable  assumptions,  it  cannot  assure  that  the
         expectations    reflected   herein   will   be   achieved.    This
         forward-looking information may prove to be inaccurate, and actual
         results may differ  significantly  from those  anticipated.  Other
         factors and risks  affecting  Ashland are  contained  in Ashland's
         Form 10-K for the fiscal year ended September 30, 1999.



                                       18
<PAGE>
                        PART II - OTHER INFORMATION

-------------------------------------------------------------------------------

ITEM 1.  LEGAL PROCEEDINGS

         Environmental  Proceedings - (1) As of June 30, 2000,  Ashland had
         been identified as a "potentially responsible party" ("PRP") under
         Superfund or similar  state laws for  potential  joint and several
         liability for clean-up costs in connection  with alleged  releases
         of hazardous  substances in connection  with 87 waste treatment or
         disposal  sites.  These  sites are  currently  subject  to ongoing
         investigation  and remedial  activities,  overseen by the EPA or a
         state  agency,  in which Ashland is typically  participating  as a
         member  of a PRP  group.  Generally,  the  type of  relief  sought
         includes  remediation  of  contaminated  soil and/or  groundwater,
         reimbursement  for past costs of site clean-up and  administrative
         oversight, and/or long-term monitoring of environmental conditions
         at the sites.  Ashland  carefully  monitors the  investigatory and
         remedial activity at many of these sites.  Based on its experience
         with site remediation,  its familiarity with current environmental
         laws and  regulations,  its  analysis  of the  specific  hazardous
         substances  at issue,  the existence of other  financially  viable
         PRPs and its current  estimates  of  investigatory,  clean-up  and
         monitoring costs at each site, Ashland believes that its liability
         at these sites,  either  individually  or in the aggregate,  after
         taking  into  account  its  insurance   coverage  and  established
         financial  reserves,  will not have a material  adverse  effect on
         Ashland's consolidated financial position, cash flow or liquidity.
         However,  such matters  could have a material  effect on Ashland's
         results of  operations  in a particular  quarter or fiscal year as
         they develop or as new issues are identified.  Estimated costs for
         these matters are recognized in accordance with generally accepted
         accounting  principles governing the likelihood that costs will be
         incurred  and  Ashland's  ability to  reasonably  estimate  future
         costs.

         (2)  Pursuant  to a 1990  Agreed  Order with the  Commonwealth  of
         Kentucky's Natural Resources and Environmental  Protection Cabinet
         ("NREPC"), Ashland has conducted source investigation and remedial
         activities related to hydrocarbon contamination of the groundwater
         beneath the Catlettsburg,  Kentucky refinery,  operated since 1998
         by a subsidiary  of Marathon  Ashland  Petroleum  LLC ("MAP").  In
         connection  with the  formation of MAP,  Ashland  agreed to retain
         responsibility  for this  matter.  In 1999,  Ashland and the NREPC
         initiated negotiations for a new Agreed Order which would identify
         future investigative efforts and establish timetables for remedial
         activities.  This  Order is  expected  to also  include a monetary
         penalty, reimbursement of state oversight costs and a supplemental
         environmental   project.  With  negotiations  nearing  conclusion,
         Ashland believes that the settlement will have no material adverse
         effect on Ashland's consolidated financial position,  cash flow or
         liquidity.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              12  Computation  of Ratios of Earnings  to Fixed  Charges and
                  Earnings to Combined  Fixed Charges and  Preferred  Stock
                  Dividends.

              27  Financial  Data  Schedule for the quarter  ended June 30,
                  2000.

         (b)  Reports on Form 8-K

              None.

                                    19
<PAGE>


                                 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.
                                         ----------------------------------
                                                 (Registrant)



Date:  August 9, 2000                    /s/ Kenneth L. Aulen
                                         ----------------------------------
                                         Kenneth L. Aulen
                                         Administrative Vice President and
                                           Controller (Chief Accounting Officer)


Date:  August 9, 2000                    /s/ David L. Hausrath
                                         ----------------------------------
                                         David L. Hausrath
                                         Vice President and General Counsel




                                    20
<PAGE>
                               EXHIBIT INDEX

Exhibit No.              Description
-----------         --------------------------------------------------------

12     Computation  of Ratios of  Earnings to Fixed  Charges  and  Earnings to
       Combined  Fixed Charges and Preferred  Stock  Dividends
27     Financial Data Schedule for the quarter ended June 30, 2000.




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