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Pennzoil-Quaker State Reports Strong Second Quarter 1999 Results

5 August 1999

Pennzoil-Quaker State Company Reports Strong Second Quarter 1999 Results as Post Merger Integration Progresses
    HOUSTON, Aug. 5 -- Pennzoil-Quaker State Company
today announced second quarter 1999 net income of $16.1 million before
nonrecurring charges, a 164 percent increase compared to $6.1 million for the
same period in 1998.  On a per share basis, net income before nonrecurring
charges was 21 cents per basic share compared to 13 cents per basic share last
year.
    Nonrecurring after-tax charges in the second 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
net income of $6.3 million, or 8 cents per basic share, compared to net income
of $6.1 million, or 13 cents per basic share, in the second quarter of 1998.
    Second quarter 1999 total revenues were $774.6 million, a 55 percent
increase compared to last year's $499.0 million.  The increase in revenues
primarily resulted from the acquisition of Quaker State Corporation.
    For the first six months of 1999, net income was $23.7 million before
nonrecurring charges, a 254 percent increase compared to $6.7 million for the
same period last year.  On a per share basis, earnings before nonrecurring
charges were 31 cents per basic share compared with 14 cents per basic share
for the first six months of 1998.  Including nonrecurring charges, net income
was $4.1 million, or 5 cents per basic share, compared to net income of
$6.7 million, or 14 cents per basic share, for the first six months of last
year.  The year-on-year improvement in second quarter and first half recurring
earnings reflects the impact of last year's acquisition of Quaker State, the
initial benefits of merger-related synergies and efficiencies, increased
lubricants sales, lower costs and increased other income.
    "Today's results indicate that we're making solid progress with the
integration of Pennzoil and Quaker State into a powerful automotive consumer
products company," said James L. Pate, chairman and chief executive officer.
"Our financial performance has been good, and we're ahead of schedule on our
cost savings goals of $90 to $125 million by the end of the year 2000."
    James J. Postl, chief operating officer, said, "Our progress and operating
results to date have been encouraging despite very weak refining margins.  We
are on our way to achieving our vision which is to be consumers' first choice
for automotive products and services that enhance the car and the driving
experience."

    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.  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.  Results from operations of Quaker State Corporation are not
included in Pennzoil-Quaker State Company's 1998 results, but are included in
1999 results.

    Lubricants and Consumer Products
    Lubricants and consumer products reported second quarter operating income
of $56.1 million before nonrecurring charges, a 122 percent increase compared
to $25.3 million last year.  Including nonrecurring charges resulting from
one-time merger costs, reported operating income totaled $51.6 million.
Second quarter total revenue for lubricants and consumer products increased
106 percent compared to 1998, from $254.7 million to $524.1 million.
    Second quarter 1999 operating income increased compared to last year
primarily because of the acquisition of Quaker State Corporation.  Higher
lubricants revenues, lower expenses and higher international earnings also
contributed to the improvement.
    For the first half of 1999, lubricants and consumer products had operating
income of $102.7 million before nonrecurring charges, a 125 percent increase
from $45.7 million a year ago.  Revenues exceeded $1 billion for the first
half, up 110 percent from $486.9 million in 1998.
    First half of 1999 operating income increased compared to last year
primarily because of the acquisition of Quaker State Corporation.  Lower
expenses and higher international earnings also contributed to the year-on-
year improvement.
    Postl said, "Lubricants and consumer products provided a solid and healthy
foundation for the company's improvement during the second quarter.  This
business will be our growth engine as we pursue our consumer products
strategy.  The merger process is progressing well, and we are realizing the
synergies that we had anticipated."
    Pennzoil(R) motor oil is in its 14th consecutive year as America's number
one selling motor oil.  Quaker State(R) motor oil is firmly established as the
number two selling motor oil in the United States.

    Fast Lube Operations
    Fast lube operations had $4.1 million of operating income before
nonrecurring charges on revenues of $110.1 million during the second quarter
of 1999.  Operating income during the second quarter last year was
$6.9 million on revenues of $87.1 million.  Year-on-year, revenues increased
26 percent primarily reflecting the addition of Quaker State's Q Lube
operations.
    Second quarter 1999 nonrecurring charges of $5.1 million primarily
resulted from one-time merger costs and losses on the sales of company
operated stores.  Including nonrecurring charges, fast lube operations had an
operating loss of $1.0 million for the second quarter of 1999.
    Fast lube operations' results were impacted by lower company store
earnings resulting from sales of company operated centers.  As part of
Pennzoil-Quaker State's plan to integrate Jiffy Lube and Q Lube, certain
company operated centers have been sold to franchisees, causing a year-to-year
decline in results from company operated stores.
    A revitalization effort is underway that includes programs designed to
increase car counts, utilize the fast lube service center retail platform to
expand Pennzoil-Quaker State Company car care product sales and identify and
capitalize on future trends in the growing do-it-for-me automotive service
market.  In addition, the company continues to move forward with the
conversion of Q Lubes to Jiffy Lubes, effectively expanding the regional scope
of fast lube operations.
    "We made progress in fast lube operations during the second quarter.  The
conversion of Q Lubes to Jiffy Lubes is proceeding according to plan, and we
appointed a new head of our fast lube operations," said Postl.
    On July 14, Pennzoil-Quaker State Company announced that Marc C. Graham
had been named president of Jiffy Lube International, Inc.  Graham has
29 years of automotive and business development experience, most recently as
president and general manager of Paccar Automotive, where he was the architect
of a significant corporate turnaround.  "Marc knows the automotive aftermarket
business inside and out, and his leadership will be key to the continued
growth and revitalization of Pennzoil-Quaker State Company's fast lube
operations," said Postl.
    For the first half of 1999, fast lube operations had $7.0 million of
operating income before nonrecurring charges on revenues of $231.2 million.
Operating income for the first half of last year was $11.6 million before
nonrecurring charges on revenues of $167.8 million.  Year-on-year, revenues
increased 38 percent primarily reflecting the addition of Quaker State's Q
Lube operations.
    First half 1999 nonrecurring charges of $7.9 million primarily resulted
from one-time merger costs and losses on the sales of company operated stores.

    Base Oil and Specialty Products
    Base oil and specialty products reported an operating loss of $2.2 million
compared to recurring operating income of $7.0 million in 1998.  Total revenue
for the quarter was $195.4 million, a four percent decrease from
$203.3 million for second quarter of 1998.  Base oil and specialty products
results were impacted primarily by very weak refining margins.
    Nonrecurring restructuring charges totaled $1.4 million for the second
quarter of 1999.  Including these nonrecurring charges, base oil and specialty
products reported an operating loss of $3.6 million for the second quarter of
1999.
    For the first half of 1999, base oil and specialty products had a
recurring operating loss of $6.6 million compared to recurring operating
income of $11.4 million last year.  First half revenues were $351.4 million,
an 11 percent decline compared to $395.0 million last year.
    For the second quarter and first half of 1999, base oil and specialty
products' operating expenses declined compared to the same periods last year.
However, these improvements were more than offset by very weak refining
margins.

    Strategic Review of Manufacturing Assets
    In June, Pennzoil-Quaker State Company completed a strategic review of its
manufacturing assets and businesses, including:
    --  the Shreveport refinery with capacity of 46,200 barrels-per-day;
    --  the Rouseville refinery with capacity of 16,500 barrels-per-day;
    --  Excel Paralubes, a 21,000 barrel-per-day state-of-the-art base oil
        manufacturing joint venture with Conoco Inc.;
    --  Penreco, a $200 million per year specialty products manufacturing and
        marketing joint venture with Conoco; and
    --  Bareco, a wax marketing joint venture with Baker Petrolite.

    The review evaluated the strategic and financial benefits the company
derives from the vertical integration of its manufacturing and marketing
capabilities.
    "While Pennzoil-Quaker State has excellent manufacturing facilities and
people, we undertook this strategic review to determine whether these assets
and businesses contribute to our primary corporate goal, which is to be the
world's leading automotive consumer products company," said Pate.
    The company is now evaluating its options, which include disposition,
restructuring, formation of joint ventures or other actions affecting some or
all of these operations.
    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 and
six months ended June 30, 1999 compared with the same periods in 1998.

                              Three Months Ended           Six Months Ended
                                   June 30                   June 30
                               1999       1998 (A)       1999        1998 (A)
                             (Expressed in thousands except per share amounts)
    REVENUES
     Lubricants and
      Consumer Products      $524,074     $254,693     $1,023,021    $486,940
     Base Oil and Specialty
      Products                195,366      203,304        351,399     394,954
     Fast Lube Operations     110,107       87,136        231,206     167,846
     Other                       (668)      (1,270)        (1,574)     (2,739)
     Intersegment sales       (54,293)     (44,894)      (105,585)   (104,590)
      Total revenues         $774,586     $498,969     $1,498,467    $942,411

    OPERATING INCOME
     Lubricants and
      Consumer Products       $51,568      $25,299        $93,646     $45,704
     Base Oil and Specialty
      Products                 (3,628)       7,041         (9,606)     11,476
     Fast Lube Operations        (978)       6,912           (866)     11,562
     Other                      7,251         (792)        10,780      (1,534)
      Total operating income   54,213       38,460         93,954      67,208

    Corporate administrative
     expenses                  18,728       10,106         40,540      19,573
    Interest charges, net      21,081       17,411         38,822      34,157

    Income before income tax   14,404       10,943         14,592      13,478
    Income tax provision        8,102        4,893         10,509       6,829

    NET INCOME                 $6,302       $6,050         $4,083      $6,649

    BASIC AND DILUTED
     EARNINGS PER SHARE         $0.08        $0.13          $0.05       $0.14


    AVERAGE SHARES OUTSTANDING
     BASIC                     77,757       47,847         77,703      47,847
     DILUTED                   78,053       47,847         78,006      47,847

    END OF PERIOD SHARES
     OUTSTANDING - BASIC       77,823       47,847         77,823      47,847

    (A)  Excludes Quaker State Corporation results.


                         PENNZOIL - QUAKER STATE COMPANY
                       CONDENSED CONSOLIDATED BALANCE SHEET

                                               June 30,          December 31,
                                                 1999                 1998
                                             (Unaudited)
                                                  (Expressed in Thousands)

    ASSETS
    Current assets
     Cash and cash equivalents                  $37,088             $14,899
     Receivables                                341,211             291,997
     Inventories
      Crude Oil                                   7,749               6,911
      Petroleum Products                        288,207             299,601
     Materials and Supplies                      13,348              12,422
     Deferred income taxes                       47,413              47,413
     Other current assets                        63,647              63,328
    Total current assets                        798,663             736,571

    Net, property, plant, and equipment         990,981           1,032,076
    Deferred income taxes                        21,025              36,614
    Goodwill                                  1,108,648           1,104,353
    Other assets                                211,971             235,380

    TOTAL ASSETS                             $3,131,288          $3,144,994

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities
     Current maturities of long-term debt        $1,080              $1,283
     Accounts payable                           243,988             245,721
     Payroll accrued                             28,618              18,734
     Other current liabilities                  149,768             147,609
    Total current liabilities                   423,454             413,347

    Other long-term debt less
     current maturities                       1,039,547           1,026,054
    Capital lease obligations                    71,346              74,464
    Other liabilities                           271,334             280,922
    TOTAL LIABILITIES                         1,805,681           1,794,787

    SHAREHOLDERS' EQUITY                      1,325,607           1,350,207

    TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY                    $3,131,288          $3,144,994


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

                                  Three Months Ended        Six Months Ended
                                       June 30                 June 30
                                  1999        1998 (A)      1999      1998 (A)
                                             (Expressed in thousands)

    Description
    CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                   $6,302        $6,050      $4,083      $6,649
    Adjustments to net income
     Depreciation and
      amortization               30,356        18,912      63,870      36,676
     Deferred income tax          5,917         5,970       7,732      11,810
     Partnership distributions
      in excess of (less than)
      earnings                   (3,154)        3,872      (4,134)      4,926
     Non-cash items and other
      non-operating items         1,655         7,645       4,618      14,393
     Changes in assets and
      liabilities                20,622       (25,382)    (66,642)    (70,723)

    NET CASH PROVIDED BY
     OPERATING ACTIVITIES        61,698        17,067       9,527       3,731

    CASH FLOW FROM INVESTING
     AND FINANCING ACTIVITIES:
    Capital expenditures        (19,582)      (12,658)    (30,925)    (29,028)
    Net debt increase
     (decrease)                (241,864)       (9,853)     11,650       2,243
    Proceeds from the
     sales of assets             42,627         2,588      73,106      13,788
    Dividends paid              (14,583)          ---     (29,143)        ---
    Other                       (10,551)        1,032     (12,026)      8,299

    Total Cash Flow            (182,255)       (1,824)     22,189        (967)

    Beginning Balance           219,343         9,989      14,899       9,132

    Ending Balance              $37,088        $8,165     $37,088      $8,165

    (A)  Excludes Quaker State Corporation results.


                       PENNZOIL - QUAKER STATE COMPANY
                             OPERATING HIGHLIGHTS
                                 (UNAUDITED)

                               Three Months Ended        Six Months Ended
                                     June 30                   June 30
                                1999        1998 (A)     1999        1998 (A)
    OPERATING DATA

    LUBRICANTS AND CONSUMER PRODUCTS
    Total revenues (in thousands):
     Lubricants                $376,037     $207,884    $730,645     $399,048
     Consumer Products           90,149       16,134     184,515       29,113
     International               58,071       31,070     108,019       58,730
     Eliminations & Other          (183)        (395)       (158)          49
      Total revenues           $524,074     $254,693  $1,023,021     $486,940

    Operating income (excludes unallocated division overhead) (in thousands):

     Lubricants                 $36,323      $27,704     $72,861      $52,391
     Consumer Products           13,925        2,361      24,311        4,912
     International                4,028       (1,449)      5,661       (3,101)
      Total operating income    $54,276      $28,616    $102,833      $54,202

    FAST LUBE OPERATIONS
     Domestic systemwide
      sales(in thousands)      $278,895     $208,594    $555,807     $400,441
     Same center sales
      Jiffy Lube (in
      thousands)               $210,020     $206,623    $403,354     $396,919
    Centers open                  2,147        1,556       2,147        1,556

    (A)  Excludes Quaker State Corporation statistics.


                       PENNZOIL - QUAKER STATE COMPANY
                             OPERATING HIGHLIGHTS
                                 (UNAUDITED)

                             Three Months Ended          Six Months Ended
                                   June 30                    June 30
                             1999         1998 (A)      1999      1998 (A)
    OPERATING DATA

    BASE OIL AND SPECIALTY PRODUCTS (B)
      Raw materials
       processed (barrels
       per day)             75,815        69,600       68,400    70,367
      Refining capacity
       (barrels per day)    76,000        76,000       76,000    76,000
      Refiner's margin
       ($ per barrel)        $4.92         $7.57        $6.19     $7.79
      Operating costs
       ($ per barrel)        $3.50         $6.15        $4.53     $5.97
      Depreciation
       ($ per barrel)        $1.08         $1.14        $1.20     $1.13

    Refinery Feedstocks:
      Paraffinic Crude Oil     66%           69%          68%       71%
      Naphthenic Crude Oil      6%            7%           7%        7%
      Other Feedstocks and
       Blendstocks             28%           24%          25%       22%

    Refinery Yields:
      Gasolines                27%           31%          27%       30%
      Distillates              33%           32%          32%       32%
      Lube Base Stocks         27%           26%          27%       24%
      Waxes                     3%            3%           3%        3%
      Other Products           10%            8%          11%       11%

    Market Data:
      WTI Crude Oil         $17.66        $14.69       $15.35    $15.32
      3-2-1 crack spread
       ($ per barrel) (C)    $1.62         $3.89        $1.50     $3.23
      Base oil gross margin
       ($ per barrel) (D)   $16.38        $19.87       $17.77    $20.08

    (A)  Excludes Quaker State Corporation statistics.
    (B)  Includes Pennzoil-Quaker State's 50% ownership in Excel Paralubes.
    (C)  Regular unleaded gasoline and low sulphur diesel vs. WTI crude oil.
    (D)  Exxon 100N posting vs. WTI crude oil.