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Pennzoil-Quaker State Company Reports Third Quarter 1999 Results

    HOUSTON, Nov. 10 /PRNewswire/ -- Pennzoil-Quaker State Company (NYSE: PZL)
today announced third quarter 1999 net income of $5.7 million before
nonrecurring charges, or 7 cents per basic share, compared to $3.0 million, or
6 cents per basic share, for the same period in 1998.
    Nonrecurring after-tax charges in the third quarter of 1999 totaled
$12.5 million, or 16 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 $6.7 million, or 9 cents per basic share, for the third quarter
of 1999 compared to net income of $0.6 million, or 1 cent per basic share, in
the third quarter of 1998.
    Third quarter 1999 total revenues were $779.9 million, 64 percent above
revenues in the same period last year of $474.9 million.  The increase in
revenues resulted primarily from the acquisition of Quaker State Corporation.
    For the first three quarters of 1999, net income was $31.5 million before
nonrecurring charges, or 41 cents per basic share, compared to $9.7 million,
or 20 cents per basic share, for the same period last year.  Year-to-date net
income before nonrecurring charges for 1999 includes a $2.1 million adjustment
for after-tax restructuring charges incurred by base oil and specialty
products during the first half of 1999.  Including nonrecurring charges, the
company reported a net loss of $2.7 million, or 3 cents per basic share, for
the first nine months of 1999, compared to net income of $7.3 million, or
15 cents per basic share, for the first nine months of last year.
Year-to-date, total revenues were $2.3 billion, 61 percent above last year's
$1.4 billion.
    The year-on-year improvement in third quarter and year-to-date recurring
earnings reflects last year's acquisition of Quaker State Corporation, the
benefits of merger-related synergies and efficiencies, lower costs at the
company's refineries and increased lubricants sales.  Poor refining margins
resulted in reduced earnings per share of 17 cents and 49 cents for the third
quarter and year-to-date, respectively, compared to the same periods in 1998.

    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,
Pennzoil-Quaker State Company acquired Quaker State Corporation, the second
largest domestic marketer of motor oil and a leading marketer of automotive
consumer products.  Results from operations of Quaker State Corporation are
not included in Pennzoil-Quaker State Company's 1998 results, but are included
in 1999 results.
    Pennzoil-Quaker State Company expects to achieve annualized merger-related
synergies and efficiencies of $105 million, pretax, by the end of next year.
When the merger was announced in April 1998, management targeted cost savings
of approximately $34 million for the full year 1999 and $75 million for 2000,
with all of the savings to be realized on an annual basis in 2001 and beyond.
    The total of cost of goods sold and selling, general and administrative
expenses (on a recurring basis) have been cut by $43.5 million, or 2 percent,
for the first nine months of 1999 compared to the combined total for these
costs for the merged companies on a pro forma basis during the same period
last year.  Of the total decline in recurring cost of goods sold and selling,
general and administrative expense, approximately $35.0 million represents
merger-related synergies.
    "We are making good progress in integrating Pennzoil's marketing,
manufacturing and fast lube business and Quaker State Corporation into a
powerful automotive consumer products company," said James L. Pate, chairman
and chief executive officer.  "We are ahead of schedule on our cost savings
goals, and we're confident we will reach our savings targets before the end of
next year.  We are also implementing other key strategies, including the
launching of several exciting new car care products."
    James J. Postl, president and chief operating officer, said, "While weak
refining margins impacted third quarter results, operating results for
lubricants and consumer products demonstrate that we are on the road to
achieving our vision of being consumers' first choice for products and
services that enhance the car and the driving experience.  We have launched
Rescue(R), a revolutionary new emergency fuel additive, and an exciting new
lubricant named Pennzoil(R) Synthetic with Pennzane(R).  Pennzane(R) was
developed for the space program and is used by NASA.  And more new products
are on the way."

    Lubricants and Consumer Products
    Lubricants and consumer products reported third quarter operating income
of $53.4 million excluding nonrecurring charges, an 87 percent increase
compared to $28.5 million last year.  Including nonrecurring charges resulting
from one-time merger costs, reported operating income totaled $45.0 million.
Third quarter total revenue for lubricants and consumer products was
$487.8 million, 100 percent above last year's $244.0 million.
    For the first three quarters of 1999, lubricants and consumer products had
operating income of $156.1 million excluding nonrecurring charges, a
110 percent increase from $74.2 million a year ago.  Revenues exceeded
$1.5 billion for the first three quarters, more than double last year's
$730.9 million.
    Operating income for the third quarter and year-to-date 1999 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.
    Year-to-date 1999, market share for both Pennzoil(R) and Quaker State(R)
brand motor oils increased compared to year-to-date 1998.  Pennzoil(R) market
share increased to 21.8 percent from 21.6 percent, while Quaker State(R)
market share increased to 15.4 percent from 15 percent.
    For the third quarter 1999, revenues for the other automotive products
increased substantially compared to last year.  Blue Coral/Slick-50/Rain-X
sales increased nearly 23 percent, Automotive Chemicals sales increased nearly
14 percent, and Medo sales increased nearly 13 percent.
    Pennzoil(R) motor oil is in its 14th consecutive year as America's number
one selling motor oil.  Quaker State(R) motor oil continues to be the number
two selling motor oil in the United States.

    Fast Lube Operations
    Fast lube operations reported third quarter operating income of
$5.9 million excluding nonrecurring charges, a 51 percent increase compared to
$3.9 million for the same quarter last year.  Including nonrecurring charges
resulting from one-time merger costs, fast lube operations reported an
operating loss of $0.3 million for the third quarter.  Third quarter total
revenues for fast lube operations were $103.1 million, up 17 percent compared
to $87.9 million in the third quarter 1998.
    Operating income for the third quarter 1999 increased compared to last
year primarily because of the addition of Quaker State Corporation's Q Lube
operations.
    For the first three quarters of 1999, fast lube operations had
$12.9 million of operating income excluding nonrecurring charges, a 16 percent
decrease compared to $15.4 million for the first three quarters last year.
Revenues for the first nine months were $334.3 million, an increase of
31 percent compared to $255.7 million in the same period in 1998.  The
year-on-year increase in revenues primarily reflects the addition of Quaker
State's Q Lube operations.
    An initiative is now underway to increase car counts and ticket averages
while reducing store-level labor and operating expenses.
    For the third quarter and year-to-date 1999, Jiffy Lube comparable store
sales have increased 2 percent versus last year.  For the third quarter of
1999, systemwide sales increased 21 percent compared to last year, and
year-to-date systemwide sales increased 33 percent.  The increase in
systemwide sales primarily reflects the acquisition of Q Lube.
    Pennzoil-Quaker State Company has nearly completed the conversion of the
Q Lube service centers to Jiffy Lube service centers.  By the end of this
year, the company expects to have over 2,150 Jiffy Lube centers.

    Base Oil and Specialty Products
    Base oil and specialty products reported a third quarter operating loss of
$7.2 million excluding nonrecurring charges, compared to operating income of
$3.0 million in the third quarter of 1998.  Total revenue for the quarter was
$247.1 million, a 26 percent increase from $196.6 million for third quarter of
1998.
    Nonrecurring restructuring charges totaled $1.9 million for the third
quarter of 1999.  Including these nonrecurring charges, base oil and specialty
products reported an operating loss of $9.1 million for the third quarter of
1999 compared to operating income of $4.7 million in the third quarter of
1998.
    Lower base oil and wax margins during the third quarter resulted in a
$20.5 million decline in operating income compared to the same period last
year.  Partially offsetting the impact of lower margins was a $10.2 million
reduction in operating expenses.
    For the first three quarters of 1999, base oil and specialty products had
a recurring operating loss of $10.4 million compared to recurring operating
income of $14.5 million during the first nine months last year.  Year-to-date
1999 revenues were $598.5 million, a one percent increase compared to
$591.5 million last year.
    Lower refining margins during the first nine months of 1999 resulted in a
$61.8 million decline in operating income compared to last year.  Lower
margins offset a decrease in operating expenses of $32.3 million, primarily
associated with the total quality initiative at the Shreveport refinery.
Higher refinery volumes and higher partnership income also partially offset
lower 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 and
nine months ended September 30, 1999 compared with the same periods in 1998.

                               Three Months Ended         Nine Months Ended
                                  September 30               September 30
                               1999          1998(A)      1999         1998(A)
                            (Expressed in thousands except per share amounts)
    REVENUES
      Lubricants and
       Consumer Products  $   487,829   $   243,975  $ 1,510,850  $   730,915
      Base Oil and
       Specialty Products     247,109       196,563      598,508      591,517
      Fast Lube Operations    103,072        87,895      334,278      255,741
      Other                    (1,533)       (1,150)      (3,107)      (3,888)
      Intersegment sales      (56,614)      (52,431)    (162,199)    (157,021)
        Total revenues    $   779,863   $   474,852  $ 2,278,330  $ 1,417,264

    OPERATING INCOME
      Lubricants and
       Consumer Products  $    45,051   $    26,955  $   138,697  $    72,659
      Base Oil and
       Specialty Products      (9,103)        4,606      (18,709)      16,082
      Fast Lube Operations       (330)          985       (1,196)      12,547
      Other                    (5,622)         (703)       5,158       (2,237)
        Total operating
         income                29,996        31,843      123,950       99,051

    Corporate
     administrative
     expenses                  17,489        12,468       58,029       32,041

    Interest charges, net      20,143        17,232       58,965       51,389

    Income (loss) before
     income tax                (7,636)        2,143        6,956       15,621

    Income tax provision         (892)        1,507        9,617        8,336

    NET INCOME (LOSS)     $    (6,744)  $       636  $    (2,661) $     7,285

    BASIC AND DILUTED
     EARNINGS (LOSS)
     PER SHARE            $     (0.09)  $      0.01  $     (0.03) $      0.15

    AVERAGE SHARES
     OUTSTANDING BASIC
     AND DILUTED               77,874        47,847       77,760       47,847

    END OF PERIOD SHARES
     OUTSTANDING - BASIC       77,926        47,847       77,926       47,847

    (A)  Excludes Quaker State Corporation results.

                       PENNZOIL - QUAKER STATE COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEET

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

    Current assets
      Cash and cash equivalents      $     19,094     $     14,899
      Receivables                         344,297          291,997
      Inventories
        Crude Oil                          17,488            6,911
        Petroleum Products                286,809          299,601
      Materials and Supplies               14,560           12,422
      Deferred income taxes                   ---           47,413
      Other current assets                 86,387           63,328
    Total current assets                  768,635          736,571

    Net, property, plant, and equipment   984,466        1,032,076
    Deferred income taxes                  76,384           36,614
    Goodwill                            1,049,467        1,104,353
    Other assets                          195,847          235,380

    TOTAL ASSETS                     $  3,074,799     $  3,144,994

    LIABILITIES AND
     SHAREHOLDERS' EQUITY

    Current liabilities
      Current maturities of
       long-term debt                $      1,074     $      1,283
      Accounts payable                    273,534          245,721
      Payroll accrued                      25,526           18,734
      Other current liabilities           121,936          147,609
    Total current liabilities             422,070          413,347

    Other long-term debt less
     current maturites                    990,079        1,026,054
    Capital lease obligations              70,092           74,464
    Other liabilities                     279,674          280,922
    TOTAL LIABILITIES                   1,761,915        1,794,787

    SHAREHOLDERS' EQUITY                1,312,884        1,350,207

    TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY            $  3,074,799     $  3,144,994

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

                                Three Months Ended         Nine Months Ended
                                    September 30              September 30
                                 1999        1998(A)        1999       1998(A)
                                          (Expressed in thousands)
            Description
    CASH FLOWS FROM
     OPERATING ACTIVITIES:
      Net income (loss)       $  (6,744) $     636      $  (2,661) $   7,285
      Adjustments to net
       income (loss)
        Depreciation and
         amortization            31,656     19,653         95,526     56,329
        Deferred income tax        (981)     8,611          6,751     20,421
        Partnership
         distributions in
         excess of earnings       6,234      3,930          2,100      8,856
        Non-cash items and
         other non-operating
         items                    9,789     (2,155)        14,407     12,238
        Changes in assets and
         liabilities             11,707    (31,778)       (54,935)  (102,501)

    NET CASH PROVIDED BY
     (USED IN) OPERATING
     ACTIVITIES                  51,661     (1,103)        61,188      2,628

    CASH FLOW FROM INVESTING
     AND FINANCING ACTIVITIES:

    Capital expenditures        (19,470)   (14,321)       (50,395)   (43,349)
    Net debt increase
     (decrease)                 (52,264)     9,091        (40,614)    11,334
    Proceeds from the sales
     of assets                   22,408      4,194         95,514     17,982
    Dividends paid              (14,604)       ---        (43,747)       ---
    Other                        (5,725)       617        (17,751)     8,916

    Total Cash Flow             (17,994)    (1,522)         4,195     (2,489)

    Beginning Balance            37,088      8,165         14,899      9,132

    Ending Balance            $  19,094  $   6,643      $  19,094  $   6,643

    (A)  Excludes Quaker State Corporation results.

                       PENNZOIL - QUAKER STATE COMPANY
                             OPERATING HIGHLIGHTS
                                 (UNAUDITED)

                                Three Months Ended        Nine Months Ended
                                   September 30             September 30
                                 1999       1998(A)        1999       1998(A)
    OPERATING DATA

    LUBRICANTS AND
     CONSUMER PRODUCTS

      Total revenues
       (in thousands):
        Lubricants            $ 353,107  $ 199,978     $1,083,752  $ 599,026
        Consumer Products        80,968     15,092        265,483     44,205
        International            53,662     28,527        161,681     87,257
        Eliminations & Other         92        378            (66)       427
          Total revenues      $ 487,829  $ 243,975     $1,510,850  $ 730,915

    Operating income
     (excludes unallocated
     division overhead)
     (in thousands):
        Lubricants            $  37,711  $  28,989     $  110,572  $  81,380
        Consumer Products         8,819      2,609         33,129      7,521
        International             3,436     (2,156)         9,098     (5,257)
          Total operating
           income             $  49,966  $  29,442     $  152,799  $  83,644

    FAST LUBE OPERATIONS
      Domestic systemwide
       sales (in thousands)   $ 253,579  $ 209,961     $  809,386  $ 610,402
      Same center sales
       Jiffy Lube
       (in thousands)         $ 201,428  $ 197,750     $  582,163  $ 569,434
      Centers open                2,117      1,574          2,117      1,574

    (A)  Excludes Quaker State Corporation statistics.

                       PENNZOIL - QUAKER STATE COMPANY
                             OPERATING HIGHLIGHTS
                                 (UNAUDITED)

                                Three Months Ended        Nine Months Ended
                                   September 30             September 30
                                 1999       1998(A)        1999       1998(A)
    OPERATING DATA

    BASE OIL AND
     SPECIALTY PRODUCTS (B)
      Raw materials
       processed
       (barrels per day)         74,895     70,857         70,548     72,064
      Refining capacity
       (barrels per day)         76,000     76,000         76,000     76,000
      Refiner's margin
       ($ per barrel)             $5.01      $8.36          $5.55      $8.09
      Operating costs
       ($ per barrel)             $4.67      $6.14          $4.58      $6.08
      Depreciation
       ($ per barrel)             $1.08      $1.14          $1.16      $1.11

    Refinery Feedstocks:
      Paraffinic Crude Oil          62%        65%            66%        67%
      Naphthenic Crude Oil           8%         7%             7%         7%
      Other Feedstocks
       and Blendstocks              30%        28%            27%        26%

    Refinery Yields:
      Gasolines                     27%        28%            28%        29%
      Distillates                   33%        30%            33%        31%
      Lube Base Stocks              27%        27%            27%        25%
      Waxes                          2%         2%             2%         2%
      Other Products                11%        13%            10%        13%

    Market Data:
      WTI Crude Oil              $21.72     $14.15         $17.47     $14.93
      3-2-1 crack spread
       ($ per barrel) (C)         $2.81      $2.30          $1.94      $2.92
      Base oil gross margin
       ($ per barrel) (D)        $14.49     $18.98         $16.67     $19.74

    (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.


SOURCE Pennzoil-Quaker State Company




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    CONTACT:
    Greg Panagos, 713-546-8914, or Ray Scippa,
    713-546-8942, both of Pennzoil-Quaker State Company