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Quaker State Income Rises in Third Quarter

30 October 1998

Quaker State Income Rises in Third Quarter as Company Prepares for Merger With Pennzoil Downstream Operations
    IRVING, Texas, Oct. 30 -- Quaker State Corporation
today announced income from continuing operations for the third
quarter of 1998, before unusual charges, of $7,635,000, or $.21 per share, an
8.1% increase over $7,060,000, or $.20 per share, for the same period last
year.
    Including previously announced charges (totaling $6,649,000, or $0.18 per
share) for costs related to its pending merger with the Pennzoil Products
Group of Pennzoil Company , restructuring and costs for integrating
the company's new SAP computer system, Quaker State's net income for the third
quarter was $986,000, or $0.03 per share.  Year-ago net income of $5,309,000,
or $0.15 per share, included special charges of $3,228,000, or $.09 per share
and $1,477,000, or $0.04 per share, from discontinued Truck-Lite operations.
    Revenues for the quarter ended September 30, 1998 were $296,509,000, down
2% from $303,356,000 in the prior year.  The decrease primarily reflected the
elimination of $7,000,000 in sales resulting from last year's divestiture of
the company's West Virginia refinery operations and lower Slick 50 sales
volume.  The sales decline was partially offset by the inclusion of Axius auto
accessories and the Rain-X brand of window treatments (both of which were
acquired in the second half of 1997) as well as increased sales at Quaker
State's fast lube operations.
    "Pennzoil and Quaker State expect to complete their merger during the
fourth quarter of 1998," said Herbert M. Baum, Quaker State chairman and chief
executive officer.  "I'm pleased with the spirit and commitment of the Quaker
State employees who are staying through the merger process."
    "The market share for Quaker State branded motor oil continues to rise,"
Baum added.  "Our year-to-date share now stands at 15.0%, versus 14.5% for the
same period last year.  This is the highest it's been since 1989, and we're
confident in the brand's future growth prospects under the new Pennzoil  --
Quaker State Company."
    Quaker State's chairman pointed to the continuing strong performance in
the company's lubricants and lubricant services operations.  He attributed the
weak performance of the Slick 50 business to competitive pressures that
intensified as the brand complied with advertising restrictions agreed to with
the Federal Trade Commission.  New Slick 50 advertising and marketing support
is scheduled to appear early in 1999, aimed at rebuilding Slick 50 brand
strength.

    Income Rises in Nine Months of 1998
    For the nine months ending September 30, 1998, Quaker State reported
income from continuing operations, before restructuring, systems integration
and merger charges, of $24,173,000, or $0.66 per share, an 18.5% increase over
$20,398,000, or $0.58 per share, for the prior-year period.  Operating profit
for three quarters of 1998 was $76,460,000, an 11.6% increase over the 1997
period.  The company attributed these results to the strong performance of its
Lubricants and Lubricant Services businesses in the third quarter and the
inclusion of Axius and Rain-X in its consumer car care portfolio.
    Sales for the nine-month period were $907,917,000, slightly below
$916,983,000 for the first three quarters of 1997.  Improved sales at Q Lube
and Quaker State's Canadian businesses, plus the inclusion of Axius and Rain-
X, virtually offset the impact of lost refinery sales from the company's
divested West Virginia refining operations and lower volumes of Slick 50
during nine months of this year.
    Including after-tax charges of $19,794,000, or $0.54 per share, related to
the restructuring and computer systems integration program and costs
associated with the proposed merger with the Pennzoil Products Group, Quaker
State's year-to-date net income was $4,379,000, or $0.12 per share, compared
to $21,018,000, or $0.60 per share, for the nine months ended September
30,1997.  Year-ago net income for the period also included special charges of
$3,228,000, or $.09 per share and $3,848,000, or $0.11 per share, from
discontinued Truck-Lite operations.

    Lubricants and Lubricant Services
    Quaker State's Lubricants and Lubricant Services segment recorded
operating profit for the third quarter of $18,529,000, and $44,417,000 for the
nine-month period.  This represented a rise of 64% for the quarter and a 36%
increase for the nine-months compared to the prior-year period.  The company
attributed this improvement to increased branded volume and product cost
savings.  Additionally, Q Lube same-store car counts for the third quarter
were 3% higher than the prior-year period, and average ticket prices at same
stores increased 8% due to additional services offered.
    Revenues for Lubricants and Lubricant Services in the third quarter were
$228,192,000, down 4% from the prior year.  Year-to-date revenues for the
segment were $661,867,000, a 6% decline from the same period in 1997.  The
decrease was primarily due to lost refinery sales, offset in part by increases
in sales at Q Lube and Quaker State in Canada.

    Consumer Car Care Products
    Third-quarter operating profit for the Consumer Products segment was
$5,701,000, down 48% from the prior-year period.  For the nine months ended
September 30,1998, operating profit for the company's Consumer Products
businesses was $32,043,000, down 11% from the same period in 1997, again due
almost exclusively to performance of its Slick 50 product line.
    Third-quarter Consumer Products sales were $70,415,000, up 3% versus the
prior-year period.  For the nine months ended September 30, 1998, sales for
the segment were $252,762,000, up 16% from the same period in 1997.  The
inclusion of Axius auto accessories and Rain-X window treatments were offset
by the weak sales at Slick 50.
    Certain matters discussed in this release are forward looking statements
subject to risks and uncertainties outlined in Item 7 of the company's 1997
report on SEC Form 10-K, which item is incorporated herein by reference.
    Quaker State Corporation is principally a manufacturer and distributor of
leading consumer aftermarket products and services, including motor oil and a
full range of high-quality automotive treatment, appearance, accessory and air
freshener products.

    Quaker State Corporation and Subsidiaries
    Consolidated Statement of Operations
    (unaudited)
    (in thousands, except per share data)

                                   For the Quarter     For the Nine Months
                                  Ended September 30    Ended September 30
                                    1998      1997        1998      1997
    Revenues
    Sales and operating revenues
      Lubricants and
        lubricant services      $228,192   $237,540   $661,867   $706,823
      Consumer products           70,415     68,405    252,762    217,675
      Intersegment sales          (2,098)    (2,589)    (6,712)    (7,515)
    Total operating revenues     296,509    303,356    907,917    916,983
    Other, net                     3,531      1,132      6,111      4,551
    Total revenues               300,040    304,488    914,028    921,534
    Costs and Expenses
    Costs of sales
      and operating costs        183,340    194,710    551,836    590,311
    Selling, general
      and administrative          83,038     80,566    263,369    246,408
    Depreciation
      and amortization            12,612     10,350     35,392     30,303
    Interest                       7,385      7,189     21,899     20,251
    Restructuring, systems
      integration, merger
       and other special charges  10,929      5,291     32,603      5,291
    Total costs and expenses     297,304    298,106    905,099    892,564
    Pretax income from
      continuing operations        2,736      6,382      8,929     28,970
    Provision for income taxes     1,750      2,550      4,550     11,800
    Income from continuing
      operations                     986      3,832      4,379     17,170
    Income from
      discontinued operations        ---      1,477        ---      3,848
    Net income                  $    986   $  5,309    $ 4,379   $ 21,018
    Per Share (basic and diluted)
    Income from continuing
      operations                $   0.03   $   0.11    $  0.12   $   0.49
    Income from
      discontinued operations        ---       0.04        ---       0.11
    Net income per share        $   0.03   $   0.15    $  0.12   $   0.60
    Weighted average capital
      shares outstanding
       - basic                    36,430     35,140     36,384     35,042

    Segment Operating Profit
    Lubricants and
      lubricant services        $ 18,529   $ 11,292    $ 44,417  $ 32,563
    Consumer products              5,701     11,036      32,043    35,921
    Total operating profit        24,230     22,328      76,460    68,484
    Corporate income                 142        235         406       616
    Interest expense              (7,385)    (7,189)    (21,899)  (20,251)
    Corporate expenses            (3,322)    (3,701)    (13,435)  (14,588)
    Restructuring, systems
      integration, merger
       and other special charges (10,929)    (5,291)    (32,603)   (5,291)
    Pretax income from
      continuing operations     $  2,736   $  6,382     $ 8,929  $ 28,970