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Pennzoil-Quaker State Reports First Quarter 1999 Results

3 May 1999

Pennzoil-Quaker State Reports First Quarter 1999 Results
    HOUSTON, May 3 -- Pennzoil-Quaker State Company
today announced first quarter 1999 net income before nonrecurring charges of
$7.6 million, or 10 cents per basic share, compared to recurring net income of
$0.6 million, or 1 cent per basic share, for the same period in 1998.
    Nonrecurring after-tax charges in the first quarter of 1999 totaled
$9.8 million, or 13 cents per basic share, and were primarily associated with
the company's merger with Quaker State Corporation on December 30, 1998.
    Including the nonrecurring charges, Pennzoil-Quaker State Company reported
a net loss of $2.2 million, or 3 cents per basic share, compared to net income
of $0.6 million, or 1 cent per basic share, in the first quarter of 1998.
    First quarter 1999 total revenues were $723.9 million, a 63 percent
increase compared to last year's $443.4 million.  The increase in revenues
primarily resulted from the acquisition of Quaker State Corporation.  Lower
refined product sales, primarily due to lower fuels prices, partially offset
the year-on-year increase.

    Formation of Pennzoil-Quaker State Company
    Pennzoil-Quaker State Company includes the marketing, fast lube and
manufacturing operations of Pennzoil Company spun off on December 30, 1998 in
a tax-free distribution.  Pennzoil Company shareholders received one share of
Pennzoil-Quaker State Company for each share of Pennzoil Company stock held.
Immediately following the distribution, Quaker State Corporation, the second
largest domestic marketer of motor oil and a leading marketer of automotive
consumer products, was acquired by Pennzoil-Quaker State Company in a merger
transaction.  Quaker State Corporation shareholders received .8204 share in
the newly combined company for each share of Quaker State Corporation common
stock held.  Results from operations of Quaker State Corporation are not
included in Pennzoil-Quaker State Company's 1998 results, but are included in
1999 results.
    "The integration of Pennzoil and Quaker State is proceeding well and
according to plan.  First quarter results show that the new Pennzoil-Quaker
State Company is off to a good start," said James L. Pate, chairman and chief
executive officer.
    James J. Postl, chief operating officer, said, "Our objective is to be
consumers' first choice for automotive products that enhance the car and the
driving experience.  Pennzoil-Quaker State Company has tremendous growth
potential, and by combining Pennzoil's marketing and fast oil change
businesses with Quaker State's, we expect to capture savings of between
$90 and $125 million by the end of the year 2000.  We are on track to achieve
those savings."

    Lubricants and Consumer Products
    Lubricants and consumer products reported an excellent first quarter, with
recurring operating income of $46.6 million, a 128 percent increase compared
to $20.4 million last year.  Including nonrecurring charges resulting from
one-time merger costs, reported operating income totaled $42.1 million.  Year-
on-year, total revenue for lubricants and consumer products increased
115 percent, from $232.2 million to $498.9 million.
    Year-on-year recurring operating income increased primarily because of the
acquisition of Quaker State Corporation.  Higher lubricants and domestic
consumer products sales, combined with lower overall expenses, also
contributed significantly to the improvement.
    Postl said, "Across the board, the first quarter was strong for lubricants
and consumer products.  Our market shares were up, sales were up in every
division, and operating income exceeded our expectations."
    Pennzoil(R) motor oil is now entering its 14th consecutive year as
America's number one selling motor oil with a trailing three month average
market share of 21.8 percent compared to 21.6 percent for the same period last
year.  Quaker State(R) motor oil is firmly established as the number two
selling motor oil in the United States with a trailing three month average
market share of 15.9 percent, 1.5 market share points ahead of last year and
2.6 market share points ahead of the number three brand.
    Branded motor oil sales increased significantly compared to last year,
with Pennzoil(R) motor oil sales increasing 4.6 percent, and Quaker State(R)
motor oil sales up 3.9 percent.
    Other automotive consumer products divisions also enjoyed strong sales
increases.  During the first quarter of 1999, Axius sales increased
21.3 percent, Medo sales increased 10.1 percent, Automotive Chemicals sales
increased 9.1 percent and Blue Coral/Slick-50/Rain-X sales increased
5.6 percent.

    Fast Lube Operations
    Fast lube operations had $2.9 million of recurring operating income on
revenues of $121.1 million during the first quarter of 1999.  Recurring
operating income during the first quarter last year was $4.7 million on
revenues of $80.7 million.  Year-on-year, revenues increased 50 percent
primarily reflecting the addition of Quaker State's Q Lube operations.
    First quarter 1999 nonrecurring charges of $2.8 million primarily resulted
from one-time merger costs.  Reported operating income for fast lube
operations was $0.1 million for the first quarter of 1999.
    The year-on-year decline in recurring operating income was primarily due
to increased expenses.  During the fourth quarter of 1998, the fast lubes
segment was reorganized, new company store management was added, emphasis was
placed on comparable store sales increases, and new operating disciplines
designed to reduce costs and increase margins were implemented.  As a result,
first quarter 1999 results reflect an improvement over the fourth quarter
1998.  "We are beginning to see improvement in fast lube operations' results,
mostly because of our renewed focus on improving profitability through top
line growth and greater efficiency.  First quarter results were not where we'd
like them to be, but the business is making good progress," said Postl.

    Base Oil and Specialty Products
    Base oil and specialty products reported a recurring operating loss of
$4.4 million compared to recurring operating income of $4.4 million in 1998.
Nonrecurring restructuring charges totaled $1.6 million for the first quarter
of 1999.
    Including nonrecurring charges, base oil and specialty products reported
an operating loss of $6.0 million for the first quarter of 1999.  Total
revenue for the quarter was $156.0 million, a decline of 18.6 percent compared
to the first quarter of 1998.  Base oil and specialty products operating
expenses declined during the first quarter compared to last year; however,
these improvements were offset by weak refining margins.
    Pennzoil-Quaker State Company is a leading worldwide automotive consumer
products company that markets Pennzoil(R) and Quaker State(R) brand motor
oils, the number one and number two selling motor oils in the United States.
Jiffy Lube, a wholly owned subsidiary of Pennzoil-Quaker State Company, is the
world's largest fast lube operator and franchiser.  Pennzoil-Quaker State
Company also markets a complete line of automotive car care products including
Axius(TM) auto accessories, Blue Coral(R) and Classic(R) waxes and washes,
Black Magic(R) and Westley's(R) tire and wheel care products, Fix-A-Flat(R)
tire sealants, Medo(R) air fresheners, Rain-X(R) glass treatments, Gumout(R),
Snap(R) and The Outlaw(R) maintenance chemicals and Slick-50(R) engine
treatments.

        The following are the unaudited results of operations for the quarter
    ended March 31, 1999 compared with the same period in 1998.

                                                       Three Months Ended
                                                            March 31
                                                     1999           1998 (A)
                                                    (Expressed in thousands
                                                    except per share amounts)

    REVENUES
      Lubricants and Consumer Products            $498,947           $232,247
        Base Oil and Specialty Products            156,033            191,650
      Fast Lube Operations                         121,099             80,710
      Other                                           (906)            (1,469)
      Intersegment sales                           (51,292)           (59,696)
        Total revenues                            $723,881           $443,442

    OPERATING INCOME
      Lubricants and Consumer Products             $42,078            $20,405
      Base Oil and Specialty Products               (5,978)             4,435
      Fast Lube Operations                             112              4,650
      Other                                          3,529               (742)
        Total operating income                      39,741             28,748

    Corporate administrative expenses               21,812              9,467
    Interest charges, net                           17,741             16,746

    Income before income tax                           188              2,535
    Income tax provision                             2,407              1,936

    NET (LOSS) INCOME                              $(2,219)              $599

    BASIC AND DILUTED
      EARNINGS (LOSS) PER SHARE                     $(0.03)             $0.01

    AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                             77,648             47,847

    END OF PERIOD SHARES OUTSTANDING - BASIC        77,697             47,847


    (A) Excludes Quaker State Corporation results.


                         PENNZOIL - QUAKER STATE COMPANY
                       CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                           March 31,       December 31,
                                             1999             1998
                                            (Expressed in thousands)
    ASSETS

    Current assets
     Cash and cash equivalents           $  219,343       $  14,899
     Receivables                            376,934         291,997
     Inventories
      Crude oil                              13,457           6,911
      Petroleum Products                    303,394         299,601
     Materials and supplies                  12,996          12,422
     Deferred income taxes                   47,413          47,413
     Other current assets                    66,405          63,328
    Total current assets                  1,039,942         736,571

    Net, property, plant, and equipment   1,013,797       1,032,076
    Deferred income taxes                    34,693          36,614
    Goodwill                              1,092,799       1,104,353
    Other assets                            209,068         235,380

    TOTAL ASSETS                         $3,390,299      $3,144,994

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities
     Current maturities of long-term
       debt                              $    1,338      $    1,283
     Accounts payable and accrued
       liabilities                          266,610         245,721
     Payroll accrued                         28,661          18,734
     Other current liabilities              126,480         147,609
    Total current liabilities               423,089         413,347

    Other long-term debt, less current
      maturities                          1,281,329       1,026,054
    Capital lease obligations                72,508          74,464
    Other liabilities                       276,033         280,922
    TOTAL LIABILITIES                     2,052,959       1,794,787

    SHAREHOLDERS' EQUITY                  1,337,340       1,350,207

    TOTAL LIABILITIES AND SHAREHOLDERS'
      EQUITY                             $3,390,299      $3,144,994


                       PENNZOIL - QUAKER STATE COMPANY
                          CASH FLOW FROM OPERATIONS
                                 (UNAUDITED)

                                                        Three Months Ended
                                                             March 31
                                                      1999           1998(A)
                                                     (Expressed in thousands)

                Description
    CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income (loss)                               $(2,219)           $599
      Adjustments to net income
        Depreciation and amortization                  33,514          17,764
        Deferred income tax                             1,815           5,840
        Partnership distributions in excess of
         (less than) earnings                            (980)          1,054
        Non-cash items and other non-operating items    2,963           6,748
        Changes in assets and liabilities             (87,264)        (45,341)

    NET CASH FROM OPERATING ACTIVITIES                (52,171)        (13,336)

    CASH FLOW FROM INVESTING AND FINANCING ACTIVITIES:

    Capital expenditures                              (11,343)        (16,370)
    Net debt increase                                 253,514          12,096
    Proceeds from the sales of assets                  30,479          11,200
    Dividends paid                                    (14,560)            ---
    Other                                              (1,475)          7,267

    Total Cash Flow                                   204,444             857

    Beginning Balance                                  14,899           9,132

    Ending Balance                                   $219,343          $9,989

    (A) Excludes Quaker State Corporation results.


                         PENNZOIL - QUAKER STATE COMPANY
                               OPERATING HIGHLIGHTS
                                   (UNAUDITED)

                                                 Three Months Ended
                                                      March 31
                                              1999               1998(A)
    OPERATING DATA

    LUBRICANTS AND CONSUMER PRODUCTS
     Total revenues (in thousands):
           Lubricants                     $  355,904         $  191,608
           Consumer Products                  93,100             12,979
           International                      49,943             27,660
              Total revenues              $  498,947         $  232,247


     Operating income (excludes unallocated division overhead) (in thousands):
           Lubricants                      $  36,538          $  24,687
           Consumer Products                  10,386              2,551
           International                       1,633             (1,652)
              Total operating income       $  48,557          $  25,586

    FAST LUBE OPERATIONS
     Domestic systemwide sales
       (in thousands)                     $  259,048         $  191,847
     Same center sales Jiffy Lube
       (in thousands)                     $  193,503         $  190,447
     Centers open                              2,127              1,537

    (A)  Excludes Quaker State Corporation statistics.


                         PENNZOIL - QUAKER STATE COMPANY
                               OPERATING HIGHLIGHTS
                                   (UNAUDITED)

                                                         Three Months Ended
                                                              March 31
                                                        1999          1998 (A)
    OPERATING DATA

    BASE OIL AND SPECIALTY PRODUCTS
      Raw materials processed (barrels per day)        60,983          71,143
      Refining capacity (barrels per day)              76,000          76,000

      Refiner's  margin  ($ per barrel)                 $7.80           $8.00
      Operating costs ($ per barrel)                    $5.82           $5.78
      Depreciation ($ per barrel)                       $1.35           $1.12

      Refinery Feedstocks:
        Paraffinic Crude Oil                               70%             71%
        Naphthenic Crude Oil                                8%              7%
        Other Feedstocks and Blendstocks                   22%             22%

      Refinery Yields:
        Gasolines                                          29%             30%
        Distillates                                        31%             33%
        Lube Base Stocks                                   25%             23%
        Waxes                                               3%              3%
        Other Products                                     12%             11%

      Market Data
        WTI Crude Oil                                  $13.06          $15.92
        3-2-1 crack spread ($ per barrel) (B)           $1.41           $2.57
        Base oil gross margin ($ per barrel) (C)       $19.03          $20.29

    (A)  Excludes Quaker State Corporation statistics.
    (B)  Regular unleaded gasoline and low sulphur diesel vs. WTI crude oil.
    (C)  Exxon 100N posting vs WTI crude oil.