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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ..... to .....
Commission File Number 1-5263
THE LUBRIZOL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 34-0367600
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
29400 Lakeland Boulevard
Wickliffe, Ohio 44092-2298
(Address of principal executive offices)
(Zip Code)
(440) 943-4200
(Registrant's telephone number, including area code)
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Number of the registrant's common shares, without par value, outstanding, as of
June 30, 2003: 51,501,607.
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
THE LUBRIZOL CORPORATION
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------------------
June 30, December 31,
(In Thousands of Dollars) 2003 2002
- --------------------------------------------------------------------------------------------
ASSETS
Cash and short-term investments........................ $ 249,856 $ 266,428
Receivables............................................ 337,632 295,508
Inventories:
Finished products.................................... 152,759 148,478
Products in process.................................. 81,789 58,643
Raw materials........................................ 77,339 76,779
Supplies and engine test parts ...................... 18,969 19,068
----------- -----------
330,856 302,968
----------- -----------
Other current assets................................... 43,386 44,875
----------- -----------
Total current assets............... 961,730 909,779
Property and equipment - net........................... 675,956 679,155
Goodwill............................................... 170,262 168,352
Intangible assets - net................................ 40,997 43,162
Investments in nonconsolidated companies............... 6,732 6,690
Other assets........................................... 52,424 52,999
----------- -----------
TOTAL......................... $ 1,908,101 $ 1,860,137
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term debt and current portion of long-term debt.. $ 12,689 $ 17,046
Accounts payable....................................... 138,089 140,424
Accrued expenses and other current liabilities......... 135,147 150,271
----------- -----------
Total current liabilities.......... 285,925 307,741
----------- -----------
Long-term debt......................................... 383,487 384,845
Postretirement health care obligation.................. 97,539 96,495
Noncurrent liabilities................................. 98,475 92,655
Deferred income taxes.................................. 58,136 55,761
----------- -----------
Total liabilities.................. 923,562 937,497
----------- -----------
Minority interest in consolidated companies............ 51,464 53,388
Contingencies and commitments
Shareholders' equity:
Preferred stock without par value - authorized
and unissued:
Serial Preferred Stock - 2,000,000 shares
Serial Preference Shares - 25,000,000 shares
Common shares without par value:
Authorized 120,000,000 shares
Outstanding - 51,501,607 shares as of June 30,
2003 after deducting 34,694,287 treasury
shares, 51,457,642 shares as of December 31,
2002 after deducting 34,738,252 treasury shares 121,126 118,985
Retained earnings.................................... 870,336 828,318
Accumulated other comprehensive loss................. (58,387) (78,051)
----------- -----------
Total shareholders' equity......... 933,075 869,252
----------- -----------
TOTAL......................... $ 1,908,101 $ 1,860,137
=========== ===========
Amounts shown are unaudited.
2
THE LUBRIZOL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
- ---------------------------------------------------------------------------------- ----------------------------
Three Month Period Six Month Period
Ended June 30 Ended June 30
---------------------------- ----------------------------
(In Thousands Except Per Share Data) 2003 2002 2003 2002
- ---------------------------------------------------------------------------------- ----------------------------
Net sales................................... $ 514,276 $ 507,505 $ 1,021,276 $ 974,218
Royalties and other revenues................ 401 879 1,614 1,678
----------- ----------- ----------- -----------
Total revenues.................... 514,677 508,384 1,022,890 975,896
Cost of sales............................... 372,611 361,770 740,874 692,980
Selling and administrative expenses......... 50,151 48,427 100,966 97,170
Research, testing and development expenses.. 40,610 41,334 82,243 81,900
Restructuring charge........................ 3,532 - 7,038 -
----------- ----------- ----------- -----------
Total cost and expenses........... 466,904 451,531 931,121 872,050
Other income (expense) - net................ (24) (3,323) (333) (4,042)
Interest income............................. 1,061 1,500 2,102 3,209
Interest expense............................ (6,170) (5,763) (12,058) (11,150)
----------- ----------- ----------- -----------
Income before income taxes and cumulative
effect of change in accounting principle... 42,640 49,267 81,480 91,863
Provision for income taxes.................. 13,257 14,780 26,074 27,559
----------- ----------- ----------- -----------
Income before cumulative effect of change
in accounting principle.................... 29,383 34,487 55,406 64,304
Cumulative effect of change in accounting
principle.................................. - - - (7,785)
----------- ----------- ----------- -----------
Net income.................................. $ 29,383 $ 34,487 $ 55,406 $ 56,519
=========== =========== =========== ===========
Net income per share........................
Income before cumulative effect of
change in accounting principle............ $ 0.57 $ 0.67 $ 1.07 $ 1.25
Cumulative effect of change in accounting
principle................................. - - - (0.15)
----------- ----------- ----------- -----------
Net income per share........................ $ 0.57 $ 0.67 $ 1.07 $ 1.10
=========== =========== =========== ===========
Net income per share, diluted...............
Income before cumulative effect of
change in accounting principle............ $ 0.57 $ 0.67 $ 1.07 $ 1.24
Cumulative effect of change in accounting
principle................................. - - - (0.15)
----------- ----------- ----------- -----------
Net income per share, diluted.............. $ 0.57 $ 0.67 $ 1.07 $ 1.09
=========== =========== =========== ===========
Dividends per share......................... $ 0.26 $ 0.26 $ 0.52 $ 0.52
=========== =========== =========== ===========
Weighted average common shares outstanding . 51,681 51,512 51,662 51,428
Amounts shown are unaudited.
3
THE LUBRIZOL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -----------------------------------------------------------------------------------------
Six Month Period
Ended June 30
------------------------
(In Thousands of Dollars) 2003 2002
- -----------------------------------------------------------------------------------------
Cash provided from (used for):
Operating activities:
Net income........................................... $ 55,406 $ 56,519
Adjustments to reconcile net income to cash provided
by operating activities:
Depreciation and amortization...................... 48,840 46,469
Deferred income taxes.............................. 1,307 (616)
Restructuring charge............................... 3,327 -
Cumulative effect of change in accounting principle - 7,785
Change in current assets and liabilities:
Receivables...................................... (26,592) (9,466)
Inventories...................................... (20,275) (164)
Accounts payable and accrued expenses............ (18,856) 28,829
Other current assets............................. 1,236 (3,294)
Other items - net.................................. 124 2,304
--------- ---------
Total operating activities................... 44,517 128,366
Investing activities:
Capital expenditures................................. (36,803) (29,291)
Acquisitions and investments in nonconsolidated
companies.......................................... - (69,438)
Other - net.......................................... 333 2,604
--------- ---------
Total investing activities................... (36,470) (96,125)
Financing activities:
Short-term borrowings,(repayments)-net............... (4,202) 1,286
Long-term repayments................................. (194) (1,128)
Long-term borrowings................................. 15 -
Dividends paid....................................... (26,766) (26,662)
Stock options exercised.............................. 2,109 7,916
--------- ---------
Total financing activities................... (29,038) (18,588)
Effect of exchange rate changes on cash................ 4,419 6,186
--------- ---------
Net increase (decrease) in cash and short-term
investments.......................................... (16,572) 19,839
Cash and short-term investments at beginning of period 266,428 189,095
--------- ---------
Cash and short-term investments at end of period....... $ 249,856 $ 208,934
========= =========
Amounts shown are unaudited.
4
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
June 30, 2003
1. The accompanying unaudited consolidated financial statements contain all
adjustments (consisting only of normal recurring accruals unless otherwise
noted) necessary to present fairly the financial position as of June 30,
2003 and December 31, 2002, and the results of operations and cash flows
for the applicable periods ended June 30, 2003 and 2002.
2. Net income per share is computed by dividing net income by average common
shares outstanding during the period, including contingently issuable
shares. Net income per diluted share includes the dilutive effect resulting
from outstanding stock options and stock awards.
Per share amounts are computed as follows:
Three Month Period Six Month Period
Ended June 30 Ended June 30
------------------ ------------------
2003 2002 2003 2002
------- ------- ------- -------
Numerator:
Income before cumulative
effect of change in
accounting principle $29,383 $34,487 $55,406 $64,304
Cumulative effect of change
in accounting principle - - - (7,785)
------- ------- ------- -------
Net income $29,383 $34,487 $55,406 $56,519
======= ======= ======= =======
Denominator:
Weighted average common
shares outstanding 51,681 51,512 51,662 51,428
Dilutive effect of stock
options and awards 179 396 134 399
------- ------- ------- -------
Denominator for net income
per share, diluted 51,860 51,908 51,796 51,827
======= ======= ======= =======
Net Income Per Share:
Income before cumulative
effect of change in
accounting principle $ 0.57 $ 0.67 $ 1.07 $ 1.25
Cumulative effect of change
in accounting principle - - - (0.15)
------- ------- ------- -------
Net income per share $ 0.57 $ 0.67 $ 1.07 $ 1.10
======= ======= ======= =======
Diluted Net Income Per Share:
Income before cumulative
effect of change in
accounting principle $ 0.57 $ 0.67 $ 1.07 $ 1.24
Cumulative effect of change
in accounting principle - - - (0.15)
------- ------- ------- -------
Net income per share,
Diluted $ 0.57 $ 0.67 $ 1.07 $ 1.09
======= ======= ======= =======
Weighted average shares issuable upon the exercise of stock options which
were excluded from the diluted earnings per share calculations because they
were antidilutive for the three- and six-month periods ended June 30, 2003
were 2.1 million and 3.0 million, respectively, and for the three- and
six-month periods ended June 30, 2002 were .9 million and 1.0 million,
respectively.
5
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
June 30, 2003
3. Total comprehensive income for the three and six-month periods ended June
30, 2003 and 2002 is comprised as follows:
Three Month Period Six Month Period
Ended June 30 Ended June 30
------------------ --------------------
2003 2002 2003 2002
------- ------- -------- --------
Net income $29,383 $34,487 $ 55,406 $ 56,519
Foreign currency translation
adjustment 18,678 28,753 19,550 25,725
Unrealized gains (losses)-
natural gas hedges (490) - (490) -
Unrealized gains (losses)-
interest rate swaps 326 (632) 604 (121)
------- ------- -------- --------
Total comprehensive income $47,897 $62,608 $ 75,070 $ 82,123
======= ======= ======== ========
4. The company aggregates its product lines into four principal operating
segments: fluid technologies for transportation, fluid technologies for
industry, advanced fluid systems and emulsified products. Fluid
technologies for transportation (FTT) is comprised of additives for
lubricating engine oils, such as for gasoline, diesel, marine and
stationary gas engines and additive components; additives for driveline
oils, such as automatic transmission fluids, gear oils and tractor
lubricants; and additives for fuel products and refinery and oil field
chemicals. In addition, this segment sells additive components and
viscosity improvers within its lubricant and fuel additives product lines.
The company's fluid technologies for transportation product lines are
generally produced in shared manufacturing facilities and sold largely to a
common customer base. Fluid technologies for industry (FTI) includes
industrial additives, such as additives for hydraulic, grease and
metalworking fluids and compressor lubricants; and performance chemicals,
such as additives for coatings and inks, defoamers, process chemicals and
surfactants for personal care and industrial cleaners. The advanced fluid
systems and emulsified products operating segments do not constitute
reportable business segments. The results of these two operating segments
have been aggregated into the all other segment. Advanced fluid systems is
comprised of fluid metering devices, particulate emission trap devices, and
FluiPak(TM) sensor systems, and emulsified products is comprised of
PuriNOx(TM) low-emissions diesel fuel.
The company primarily evaluates performance and allocates resources based
on segment contribution income, defined as revenues less expenses directly
identifiable to the product lines aggregated within each segment, as well
as projected future returns. In addition, in calculating segment operating
profit before tax, the company allocates corporate research, testing,
selling and administrative expenses, primarily based upon revenues, and
assigns excess capacity costs to the segments to which it applies. The
company calculates the cost of excess production capacity at our
manufacturing facilities and excludes this amount from product costs when
reporting segment gross profit and segment contribution income.
6
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
June 30, 2003
The following table presents a summary of the company's reportable segments
for the three- and six-month periods ended June 30, 2003 and 2002, based on
the current reporting structure. Prior-year amounts have been restated to
reflect reclassifications of products between reporting segments and
changes in allocation methodology of corporate expenses.
Three Month Period Six Month Period
Ended June 30 Ended June 30
----------------------- -----------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
Revenues from external
customers:
FTT $ 393,116 $ 405,165 $ 783,592 $ 786,586
FTI 113,633 96,947 224,175 177,262
All other 7,928 6,272 15,123 12,048
---------- ---------- ---------- ----------
Total revenues $ 514,677 $ 508,384 $1,022,890 $ 975,896
========== ========== ========== ==========
Segment contribution
income(loss):
FTT $ 81,718 $ 81,458 $ 157,116 $ 158,775
FTI 15,908 18,488 36,486 34,643
All other (1,856) (2,019) (3,921) (5,043)
---------- ---------- ---------- ----------
Total segment
contribution income $ 95,770 $ 97,927 $ 189,681 $ 188,375
========== =========== ========== ==========
Segment operating
profit(loss) before
tax:
FTT $ 47,226 $ 43,575 $ 85,756 $ 83,352
FTI 7,694 13,273 19,751 23,881
All other (3,639) (3,318) (7,033) (7,429)
---------- ---------- ---------- ----------
Total segment
operating profit
before tax 51,281 53,530 98,474 99,804
Restructuring charge (3,532) - (7,038) -
Interest expense - net (5,109) (4,263) (9,956) (7,941)
---------- ---------- ---------- ----------
Income before income
taxes and cumulative
effect of an
accounting change $ 42,640 $ 49,267 $ 81,480 $ 91,863
========== =========== ========== ==========
7
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
June 30, 2003
5. The company has elected the intrinsic value method to account for employee
stock options. The following table shows the pro forma effect on net income
and earnings per share if the company had applied the fair value
recognition provisions of SFAS 123, "Accounting for Stock-Based
Compensation," to stock-based employee compensation.
Three Month Period Six Month Period
Ended June 30 Ended June 30
------------------ ------------------
2003 2002 2003 2002
------- ------- ------- -------
Reported net income $29,383 $34,487 $55,406 $56,519
Plus: Stock-based employee
compensation (net of
tax) included in
net income 187 97 368 106
Less: Stock-based employee
compensation (net of
tax) using the fair
value method (1,403) (1,526) (2,803) (3,034)
------- ------- ------- -------
Pro forma net income $28,167 $33,058 $52,971 $53,591
======= ======= ======= =======
Reported net income per
share $ 0.57 $ 0.67 $ 1.07 $ 1.10
======= ======= ======= =======
Pro forma net income per
share $ 0.55 $ 0.64 $ 1.03 $ 1.04
======= ======= ======= =======
Reported net income per
share, diluted $ 0.57 $ 0.67 $ 1.07 $ 1.09
======= ======= ======= =======
Pro forma net income per
share, diluted $ 0.54 $ 0.64 $ 1.02 $ 1.03
======= ======= ======= =======
6. In February 2003, the company notified employees at its Bromborough,
England facility of plans to restructure and reduce operational costs to
remain competitive. The facility consolidated various operational
activities to achieve greater efficiency through improved business
processes. There will be a reduction by the end of 2003 of 40 employees, or
approximately 35% of the facility's headcount. These changes began during
the first quarter of 2003 and are expected to be completed by the end of
2003. As a result of these changes, the company recorded a restructuring
charge for Bromborough of $2.8 million in the second quarter and $6.3
million in the first six months of 2003. The charge in the second quarter
consisted of $1.9 million in asset impairments of production equipment
taken out of service, $.7 million in severance costs and $.2 million in
other miscellaneous costs. The charge in the first six months of 2003
consisted of $2.8 million in severance costs, $3.3 million in asset
impairments and $.2 million in other miscellaneous costs. Cash expenditures
in the second quarter of 2003 were $1.9 million and in the first six months
of 2003 were $2.5 million. An accrued liability of $.5 million remains at
June 30, 2003, relating to employee severance costs. Additional severance
costs of approximately $.5 million are expected to be incurred during the
remainder of 2003 for those employees that will be separated after 90 days
of the legal notification date of the restructuring. The restructuring
charge in both the second quarter of 2003 and in the first six months of
2003 also includes $.7 million for a voluntary separation program to
employees at the company's India joint venture, Lubrizol India Private
Limited, which is accounted for using the consolidated method. Cash
expenditures for India were $.7 million in both the second quarter and the
first half of 2003. The charge for both cost reduction
8
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
June 30, 2003
initiatives are reported as a separate line item in the consolidated income
statement, entitled "Restructuring charge" and are included in the "Total
cost and expenses" subtotal on the consolidated income statement. The
charge relates primarily to the fluid technologies for transportation
segment. The following table shows the reconciliation of the June 30, 2003
liability balance for the second quarter of 2003 and the first six months
of 2003.
Three Month Period Six Month Period
Ended June 30, 2003 Ended June 30, 2003
------------------- -------------------
Beginning balance $ 1,468 $ -
Restructuring charge 3,532 7,038
Less cash paid (2,591) (3,225)
Less asset impairments (1,939) (3,327)
Translation adjustments 30 14
--------- ---------
June 30, 2003 balance $ 500 $ 500
========= =========
7. The company has various financial instruments, including cash and
short-term investments, investments in nonconsolidated companies, foreign
currency forward contracts, commodity hedges, interest rate swaps and
short- and long-term debt. The company has determined the estimated fair
value of these financial instruments by using available market information
and generally accepted valuation methodologies. The use of different market
assumptions or estimation methodologies could have a material effect on the
estimated fair value amounts. The company uses derivative financial
instruments including interest rate and commodity hedges and forward
foreign currency exchange contracts to manage market risks. The company
does not use derivative financial instruments for trading purposes.
The company recognizes all derivatives on the balance sheet at fair value
and establishes criteria for designation and effectiveness of hedging
relationships. Derivatives that are not hedges must be adjusted to fair
value through income. Depending upon the nature of the hedge, changes in
fair value of the derivative are either offset against the change in fair
value of assets, liabilities or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in
value is immediately recognized in earnings.
The company is exposed to the effect of changes in commodity prices for
natural gas and electric utility expenses on its earnings and cash flow. In
the second quarter of 2003, the company modified its commodity hedging
program for natural gas and electricity purchasing by using financial
instruments to lower utility expenses and reduce the volatility on
earnings. These contracts relate to transactions with maturities of less
than one year and are accounted for as cash flow hedges and any effective
unrealized gains or losses on open contracts are recorded in other
comprehensive income, net of tax. At June 30, 2003 open contracts totaled
$8.8 million. A hedge liability was recorded at June 30, 2003 of $.8
million, which represents the unrealized loss based upon current futures
prices at that date, of which $.5 million is included in other
comprehensive income and $.3 is included in deferred taxes. The company
does expect all of these existing losses to be reclassified into earnings
within the next 12 months.
9
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
Our revenues increased in the second quarter of 2003 and in the first half of
2003 compared with the same periods in 2002, due to favorable currency and
positive price and product mix, partially offset by lower shipment volume. In
addition to the lower shipment volume, higher average raw material cost and
higher manufacturing expenses resulted in lower gross profit margin in both the
second quarter of 2003 and the first half of 2003 compared with the same periods
in 2002. These factors together with higher STAR (selling, testing
administrative and research) expense, a restructuring charge, higher interest
expense and lower other expense, along with an increased effective tax rate,
reduced net income in the second quarter of 2003 and the first half of 2003
compared with the same periods in 2002.
We group our product lines into three reportable segments: fluid technologies
for transportation, fluid technologies for industry and all other. Fluid
technologies for transportation comprised approximately 77% of our consolidated
revenues and 87% of our segment pre-tax operating profits in the first six
months of 2003. See Note 4 to the financial statements for further financial
disclosures by reporting segment.
Our consolidated revenues increased $6.3 million, or 1%, in the second quarter
of 2003 compared with the same period in 2002, due to a 10% increase in average
selling price, partially offset by a 9% decline in shipment volume. Excluding
the impact of acquisitions in the second quarter, revenues were about the same
as the prior year. The impact of acquisitions on the revenue line was small, as
our largest acquisition in 2002, Chemron Corporation, occurred in April, 2002
and Chemron's results are included in both 2003 and 2002 second quarter results.
Consolidated revenues increased $47.0 million, or 5%, in the first half of 2003
compared with the same period in 2002, due to an 8% increase in average selling
price, partially offset by a 3% decline in shipment volume. Excluding the impact
of acquisitions (Kabo Unlimited, Inc., Dock Resins Corporation, Chemron
Corporation and Intermountain Specialties, Inc., also known as Brose Chemical
Company), revenues increased $20.3 million, or 2%, in the first half of 2003
compared with 2002, due to an 8% increase in average selling price partially
offset by a 6% decline in shipment volume.
Changes in our shipment volume vary in different geographic zones. The following
table shows our shipment volume by geographic zone in the second quarter and the
first half of 2003.
2nd Qtr YTD
2003 2003
Volume Volume
------- ------
North America 46% 45%
Europe 28% 29%
Asia-Pacific/Middle East 20% 20%
Latin America 6% 6%
--- ---
Total 100% 100%
=== ===
10
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following table shows the changes in shipment volume by geographic zone in
the second quarter and first half of 2003 compared with the same periods in
2002.
2nd Qtr YTD
2003 vs. 2002 2003 vs. 2002
Increase (Decrease) Increase (Decrease)
-------------------- -------------------
Excluding Excluding
Total Acquisitions Total Acquisitions
----- ------------ ----- ------------
North America (9%) (10%) 0% (8%)
Europe (10%) (10%) (6%) (6%)
Asia-Pacific/Middle East (9%) (9%) (6%) (6%)
Latin America (2%) (2%) 2% 2%
Total (9%) (9%) (3%) (6%)
Excluding acquisitions, shipment volume decreased 9% in the second quarter of
2003 and 6% in the first half of 2003 compared with the same periods in 2002.
Approximately one-third of the decrease in the second quarter of 2003 and
one-half of the decrease in the first six months of 2003 was due to a shift in
our viscosity modifier product line from liquids to a higher-value concentrated
solid form. All zones were affected by the shift to solid viscosity modifiers,
though the effects were mostly seen in North America and Europe. The remaining
shipment volume decrease was primarily due to losses associated with a major
international customer, which mainly affected North America. The severe acute
respiratory syndrome (SARS) outbreak in Southeast Asia, along with a month-long
truck strike in India, affected the decline in the Asia-Pacific/ Middle East
zone during the second quarter. See the "Segment Analysis" section for
additional explanation of shipment volume variances by business segment and
geographic zone in 2003 compared with 2002.
Our average additive selling price increased 10% in the second quarter of 2003
compared to the same period in 2002 equally due to favorable currency effects
and an increase in the combination of price and product mix. Our average
additive selling price increased 8% in the first half of 2003 compared to the
first half of 2002 due to a 5% favorable currency impact and a 3% increase in
the combination of price and product mix. Sequentially, the second quarter 2003
average additive selling price was 3% higher than the first quarter of 2003, due
to favorable currency and the implementation of a price increase in the form of
a surcharge at the end of the first quarter of 2003 designed to cover increases
incurred in raw material prices and natural gas-fired utilities over the last
nine months.
Royalties and other revenues decreased $.5 million, or 54%, in the second
quarter of 2003 compared with the second quarter of 2002 and were even in the
first six months of 2003 compared with the same period in the prior year. The
decrease in the second quarter was due to a reclassification of third party toll
processing fees to net sales for the first half of 2003.
Our cost of sales increased $10.8 million, or 3% ($7.1 million, or 2%, excluding
acquisitions), in the second quarter of 2003 and $47.9 million, or 7% ($28.8
million, or 4%, excluding acquisitions) in the first half of 2003 compared with
the same periods in 2002. The increase for both periods was primarily due to
higher average raw material cost and total manufacturing expenses. Average raw
material cost increased 10% in the second quarter of 2003 and 8% in the first
half of 2003 compared with the same periods of 2002 due primarily to an increase
in the combination of raw material prices, driven mainly by higher prices of
crude oil and natural gas, and higher priced product mix along with some
unfavorable currency effects. Sequentially, average raw
11
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
material cost in the second quarter of 2003 increased 3% from the first quarter
of 2003.
Cost of sales in the second quarter of 2003 included approximately $3 million in
manufacturing expenses to cover the costs associated with two fires that
occurred in this period. In April 2003, an after-working-hours fire destroyed a
metalworking additive blending facility we leased in Detroit. There were no
injuries, nor any damage to a nearby warehouse where we stored finished goods.
We were able to supply customers from this warehouse and we have permanently
shifted production to our Painesville, Ohio plant. Also in April 2003, a fire
associated with a maintenance shutdown occurred in a dispersant production unit
at our plant in Le Havre, France.
Total manufacturing expenses increased 9% (8% excluding acquisitions) in the
second quarter of 2003 and 12% (10% excluding acquisitions) in the first half of
2003 compared with the same periods in 2002. The non-acquisition-related
increase for both periods was primarily due to unfavorable currency, higher
utility and maintenance expenses and the charge associated with the Detroit and
Le Havre fires. Total manufacturing expenses also included a reclassification of
expenses at certain subsidiaries of our fluid technologies for industry (FTI)
and advanced fluid systems (AFS) operating segments that were previously charged
to selling and administrative expenses or material costs. The reclassification
increased manufacturing expenses by $.8 million in the second quarter of 2003
and $2.7 million in the first half of 2003. We estimate the total impact of the
reclassification to manufacturing expenses for 2003 will be approximately $5.0
million.
Gross profit (net sales less cost of sales) decreased $4.1 million, or 3% ($6.5
million, or 4%, excluding acquisitions), in the second quarter of 2003 and $.8
million, or less than 1% ($8.3 million, or 3%, excluding acquisitions), in the
first six months of 2003 compared with the same periods in 2002. The decrease
for both periods was primarily due to lower shipment volume, higher average raw
material cost and higher manufacturing expenses, partially offset by higher
average selling price. Our gross profit percentage (gross profit divided by net
sales) decreased to 27.5% for both the second quarter of 2003 and the first six
months of 2003, compared with 28.7% in the second quarter of 2002 and 27.9% in
the first half of 2002. The decrease in the gross profit percentages for both
periods was due to the reasons previously described. The impact of acquisitions
and the expense reclassification accounted for a decrease of 30 basis points in
our gross profit percentage in the first six months of 2003. Sequentially, the
gross profit percentage increased slightly from 27.4% in the first quarter of
2003.
Our selling and administrative expenses increased $1.7 million, or 4% ($1.3
million, or 3%, excluding acquisitions), in the second quarter of 2003 and $3.8
million, or 4% ($.9 million, or less than 1%, excluding acquisitions), in the
first six months of 2003 compared with the same periods in 2002. Excluding
acquisitions, the increase for both periods was primarily due to unfavorable
currency and higher salaries and employee benefit costs.
Our research, testing and development expenses (technology expenses) decreased
$.7 million, or 2% ($1.1 million, or 3%, excluding acquisitions), in the second
quarter of 2003 and increased $.3 million (decreased $.6 million, or 1%,
excluding acquisitions) in the first six months of 2003 compared with the same
periods in 2002. The decrease for both periods, excluding acquisitions, was due
to lower testing at outside laboratories, partially offset by unfavorable
currency. In addition, technology expenses included write-downs of $.5 million
and $1.4 million in the second quarter of 2003 and first six months of 2003,
respectively, related to a former technical facility in Japan that we expect to
sell this year.
12
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
In the first quarter of 2003, we recorded a restructuring charge of $3.5 million
related to our Bromborough, England intermediate production and blending
facility. In the second quarter of 2003, we recorded an additional $3.5 million
restructuring charge, of which $2.8 million was primarily for asset write-offs
and employee severance at the Bromborough facility and $.7 million was for a
voluntary separation program at our joint venture in India. In the first half of
2003, the total restructuring charge was $7.0 million, or $.09 per share, which
included $6.3 million for Bromborough and $.7 million for India. The Bromborough
charge primarily consisted of $2.8 million in employee separation benefits and
$3.3 million in asset impairments for production units taken out of service. We
have eliminated some capacity at this facility and have planned a reduction of
40 positions. We expect the Bromborough restructuring initiative will be
completed by year-end. We estimate the full year restructuring charge will be
approximately $7.5 million, or $.10 per share, and total annualized savings from
the combined restructuring activities are projected to be $4.5 million, of which
approximately $2.0 million is expected to be realized in 2003.
The change in other income (expense) favorably affected pre-tax income by $3.3
million in the second quarter of 2003 and $3.7 million in the first half of 2003
compared with the same periods in 2002. The favorable variance for both periods
was primarily due to increased currency translation gains, partially offset by
lower equity earnings.
Interest income decreased $.4 million in the second quarter of 2003 and $1.1
million in the first half of 2003 compared with the same periods in 2002 as a
result of lower interest rates. Interest expense increased $.4 million in the
second quarter of 2003 and $.9 million in the first half of 2003 compared with
the same periods in 2002, due to the absence of the interest rate swap
agreements we utilized in 2002. The swap agreements reduced 2002 interest
expense by approximately $1.4 million in the second quarter and $2.7 million in
the first half of 2002, calculated as the difference in interest expense between
our fixed rate interest and the lower variable rate interest per the swap
agreements. As a result of the interest rate swaps that were terminated in 2002,
the unrecognized gain is being amortized as a reduction of interest expense
through December 1, 2008. Amortization of the unrealized gain reduced interest
expense in the second quarter of 2003 by approximately $.7 million and in the
first half of 2003 by approximately $1.4 million.
As a result of the above factors, our income before income taxes and the
cumulative effect of a change in accounting principle decreased 13% to $42.6
million in the second quarter of 2003, and 11% to $81.5 million in the first
half of 2003, compared with $49.3 million and $91.9 million for the respective
corresponding periods in 2002.
We had an effective tax rate of 31.1% in the second quarter of 2003 and 32.0% in
the first six months of 2003, compared with 30.0% for both periods in 2002. The
higher effective tax rate in 2003, which reduced earnings by $.01 per share in
the second quarter of 2003 and by $.03 per share in the first half of 2003, was
primarily due to the absence of a U.S. tax benefit from a charitable
contribution of technology made in 2002 that is not expected to recur in 2003.
We lowered our estimated 2003 effective tax rate in the second quarter mainly
due to higher expected levels of non-taxable currency translation gains.
As a result of the factors described above, income before the cumulative effect
of a change in accounting principle decreased $5.1 million, or 15% in the second
quarter of 2003 and $8.9 million, or 14%, in the first half of 2003 compared
with the same periods in 2002. Income per share, before the cumulative effect of
a change in accounting principle, was $.57 in the second
13
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
quarter of 2003 and $1.07 in the first six months of 2003, compared with $.67
and $1.25 for the respective corresponding periods in 2002.
During the first half of 2002, we completed the impairment analysis required for
Statement of Financial Accounting Standards 142 (SFAS 142), "Goodwill and Other
Intangible Assets," which we adopted on January 1, 2002. There was no impairment
either in the fluid technologies for transportation segment or in the fluid
technologies for industry operating segment. However, for the advanced fluid
systems operating segment, which is included in the all other reporting segment,
we recorded an impairment of $7.8 million, thus eliminating all the goodwill for
the all other reporting segment. The charge was recorded as a cumulative effect
of a change in accounting principle as of January 1, 2002.
Primarily as a result of the above factors, our net income in the second quarter
of 2003 decreased 15% to $29.4 million ($.57 per share), compared with $34.5
million ($.67 per share) in the second quarter of 2002. Net income in the first
six months of 2003 decreased 2% to $55.4 million ($1.07 per share) compared with
$56.5 million ($1.10 per share) in the first half of 2002.
14
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
SEGMENT ANALYSIS
A description of the company's operating segments along with the products,
services and markets for each of the operating segments is included in Note 4 to
the financial statements. Prior year amounts have been restated to reflect
reclassifications of products among the reportable segments.
OPERATING RESULTS BY BUSINESS SEGMENT Three Month Period Six Month Period
(in Millions of Dollars) Ended June 30 Ended June 30
2003 2002 2003 2002
-------- -------- -------- --------
Revenues:
Fluid technologies for transportation $ 393.1 $ 405.2 $ 783.6 $ 786.6
Fluid technologies for industry 113.7 97.0 224.2 177.3
All other 7.9 6.2 15.1 12.0
-------- -------- -------- --------
Total $ 514.7 $ 508.4 $1,022.9 $ 975.9
======== ======== ======== ========
Gross Profit:
Fluid technologies for transportation $ 118.8 $ 120.2 $ 230.9 $ 234.7
Fluid technologies for industry 32.2 32.7 68.3 61.8
All other 1.9 1.6 3.8 2.7
-------- -------- -------- --------
Total $ 152.9 $ 154.5 $ 303.0 $ 299.2
======== ======== ======== ========
Segment Contribution Income(Loss):
Fluid technologies for transportation $ 81.7 $ 81.5 $ 157.1 $ 158.8
Fluid technologies for industry 15.9 18.4 36.5 34.6
All other (1.8) (2.0) (3.9) (5.0)
-------- -------- -------- --------
Total $ 95.8 $ 97.9 $ 189.7 $ 188.4
======== ======== ======== ========
Fluid Technologies for Transportation Segment
Segment revenues decreased $12.1 million, or 3%, in the second quarter of 2003
compared with the same period in 2002, due to a 12% decline in shipment volume,
partially offset by a 9% increase in average selling price. Segment revenues
decreased $3.0 million, or less than 1%, in the first half of 2003 compared with
the first half of 2002 due to an 8% decrease in shipment volume offset by an 8%
increase in average selling price. The increase in average selling price was
primarily due to favorable currency effects of 5% in both periods and the
remainder was due to the combination of favorable product mix effects and higher
price.
The following table shows the changes in shipment volume by geographic zone in
the second quarter and first half of 2003 compared with the same periods in
2002.
2nd Qtr YTD
2003 vs. 2002 2003 vs. 2002
Increase (Decrease) Increase (Decrease)
------------------- -------------------
North America (15%) (10%)
Europe (11%) (7%)
Asia-Pacific/Middle East (10%) (7%)
Latin America (3%) 2%
Total (12%) (8%)
15
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
The shipment volume decline in both the second quarter and the first six months
of 2003 was partially due to lower unit sales of viscosity modifiers, caused
principally by a shift from liquid polymers to solid polymers. Generally, solids
are one-tenth the volume of liquids. Excluding this shift in our viscosity
modifier product line, total shipment volume decreased 9% in the second quarter
and 5% in the first half of 2003. The shipment volume decreases in North America
and Europe were partially due to losses in our engine oils business and
specialty driveline business associated with a major international customer. We
also shifted some products in our specialties business to more concentrated
formulations, resulting in a decline in shipment volume. The decrease in
Asia-Pacific/Middle East was the result of the weak business environment, SARS
and a month-long truck strike in India.
The fluid technologies for transportation segment implemented a price increase
in December 2002 for the North America zone and in January 2003 for the rest of
the world. In addition, a second price increase that was structured as a
surcharge was implemented in late March for North America and in late April for
products sourced from Asia and Latin America. The surcharge was designed to
address increases incurred in raw material prices and natural gas-fired
utilities which began at the start of the fourth quarter of 2002. Although we
have not recovered the cumulative increases since the costs began to climb, we
realized higher pricing sufficient to cover those higher costs in May and June
of 2003.
Segment gross profit decreased $1.5 million, or 1%, in the second quarter of
2003 and $3.8 million, or 2%, in the first half of 2003 compared with the same
periods in 2002. The decrease for both periods was due to lower shipment volume
and higher average material cost and higher manufacturing expenses, partially
offset by higher average selling price due to favorable currency, higher price
and improved product mix. In calculating gross profit at the operating segment
level, we exclude our estimate of the cost of excess capacity from product costs
(See Note 4 to the financial statements.) The gross profit percentage for this
segment was 30.2% in the second quarter of 2003 and 29.7% in the first six
months of 2003, compared with 29.5% and 29.9% in the respective comparable
periods in 2002.
Direct selling, marketing and technical expenses decreased $2.4 million, or 6%,
in the second quarter of 2003 and $3.3 million, or 4%, in the first half of 2003
compared with the same periods in 2002, primarily due to lower technical
spending at outside test laboratories. The decrease in direct expenses in the
second quarter of 2003 more than offset the decline in segment gross profit for
the quarter, resulting in a slight increase in segment contribution income of
$.2 million. Segment contribution income decreased $1.7 million, or 1%, in the
first half of 2003 compared with the first half of 2002 as a result of lower
gross profit and lower equity earnings, partially offset by lower direct
expenses.
16
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Fluid Technologies for Industry Segment
Segment revenues increased $16.7 million, or 17% ($10.7 million, or 11%,
excluding acquisitions), in the second quarter of 2003 and $46.9 million, or 26%
($20.3 million, or 11%, excluding acquisitions), in the first half of 2003
compared with the same periods in 2002. The 2002 acquisitions contributed $6.0
million of the increase in segment revenues in the second quarter of 2003,
primarily due to Dock Resins, and $26.6 million of the increase in segment
revenues in the first half of 2003, primarily due to Dock Resins and Chemron.
The increase in segment revenues during the second quarter of 2003, excluding
acquisitions, was primarily due to a 12% increase in shipment volume slightly
offset by a 1% decrease in average selling price. The increase in segment
revenues during the first half of 2003, excluding acquisitions, was due to an
11% increase in shipment volume.
The shipment volume increase in both periods was primarily due to ongoing
shipment growth as the result of new business gains and the introduction of new
products. Average selling price decreased 1% in the second quarter of 2003 and
remained even in the first six months of 2003, compared with the same periods in
2002, despite 5% favorable currency effects in both periods due to a decrease in
the combination of price and product mix. The decrease in the combination of
price and product mix in both periods occurred in our inks additives business,
process chemicals business and synthetic refrigerant lubricants business and was
primarily due to lower priced product mix. Slightly higher royalty income of $.1
million in the second quarter of 2003 and $.4 in the first half of 2003 compared
with the same periods in 2002 also contributed to the increased segment
revenues. The increase in royalties was in our synthetic refrigerant lubricants
business.
The following table shows the changes in shipment volume by geographic zone in
the second quarter and first half of 2003 compared with the same periods in
2002.
2nd Qtr YTD
2003 vs. 2002 2003 vs. 2002
Increase (Decrease) Increase (Decrease)
------------------- -------------------
Excluding Excluding
Total Acquisitions Total Acquisitions
----- ------------ ----- ------------
North America 17% 12% 51% 11%
Europe 15% 15% 12% 12%
Asia-Pacific/Middle East 14% 14% 19% 19%
Latin America 5% 5% 8% 8%
Total 16% 12% 37% 11%
The shipment volume increase in North America in the first half of 2003,
compared with the same period in 2002, was primarily due to the 2002
acquisitions of Chemron and Dock Resins. Excluding acquisitions, the increase in
North America in 2003 was partially due to increases in our personal care and
synthetic refrigerant lubricants businesses from market share gains and
increases in the inks business from the introduction of new products. The
increase in Europe was related to increases in our metalworking and synthetic
refrigerant lubricant businesses and new applications in our specialty monomers
business. The increase in the first half of 2003 for Asia-Pacific/Middle East
was partially due to increased shipments in our metalworking business as a
result of a distributor relationship that was terminated at the beginning of
2002. Our metalworking sales in this zone in the first half of 2002 were below
normal levels because our customers were buying from the distributor's
inventory. Our customers have subsequently resumed purchasing the products from
us, beginning in the second half of 2002. The increase in Latin America in the
17
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
second quarter of 2003, compared with the same period in 2002, was due to a
shift of our specialty emulsifiers business with some of our existing customers
from North America to Latin America along with some business gains in our
coatings and inks business.
Segment gross profit decreased $.5 million, or 2% ($2.9 million, or 9%,
excluding acquisitions), in the second quarter of 2003 and increased $6.5
million, or 11% ($1.0 million decrease, or 1%, excluding acquisitions), in the
first half of 2003 compared with the same periods in 2002. The second quarter
decrease was due to higher manufacturing expenses, which included costs related
to the fire at the Detroit metalworking facility, along with the
reclassification of $.9 million in FTI selling and administrative expenses to
manufacturing expenses. In addition, unfavorable product mix in the anti-wear
hydraulics business lowered segment gross profit in the second quarter of 2003.
The non-acquisition-related decrease in segment gross profit in the first six
months of 2003 was due to higher manufacturing expenses and average raw material
cost, which more than offset the higher shipment volume and higher average
selling price. The gross profit percentage for this segment was 28.5% in the
second quarter of 2003 and 30.6% in the first half of 2003, compared with 33.8%
and 35.0% in the respective corresponding periods in 2002. The decreases in the
gross profit percentage in 2003 were due to the impact of the Chemron
acquisition, higher raw material costs and increased manufacturing expenses as a
result of the metalworking fire and the reclassification of FTI selling and
administrative expenses to manufacturing expense.
Segment contribution income decreased $2.6 million, or 14%, in the second
quarter of 2003 and increased $1.8 million, or 5%, in the first half of 2003
compared with the same periods in 2002. The decrease in the second quarter of
2003 was primarily due to higher direct technical and selling expenses along
with slightly lower gross profit and $4 million in costs related to the
metalworking facility fire. The increase in the first half of 2003 was due to
higher gross profit, partially offset by higher direct technical and selling
expenses and higher amortization expenses resulting from 2002 acquisitions.
WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $44.5 million in the first half of
2003 compared with $128.4 million in the first half of 2002. The decrease in
cash from operating activities of $83.8 million in the first half of 2003 was
primarily due to an increase in working capital. Increased receivables consumed
cash of $26.6 million because of the impact of higher revenues on receivable
balances and the recording of approximately $8.0 million of insurance
receivables from the fires at our manufacturing facilities. Average days sales
outstanding in the first six months of 2003 were 54.6 days, which is the same as
the first six months of 2002. Increased inventory consumed cash of $20.3
million, due to higher unit values, some slowing of sales and a build-up of
safety stock to ensure adequate supply to customers after the fire in France. We
paid down accounts payable and accrued liabilities by $18.9 million since
year-end compared with a build up of $28.8 million in the first six months of
2002 due to the payment of variable compensation in the first quarter of 2003,
relating to 2002, and the timing of procurement and payment to vendors. We have
not changed our payment terms to suppliers.
Our capital expenditures in the first six months of 2003 were $36.8 million, as
compared with $29.3 million for same period in 2002. In 2003, we estimate
capital expenditures will be in the range of $80 million to $90 million as
compared with $65.3 million in 2002. Capital expenditures include the purchase
of a multipurpose chemical production facility in Spartanburg, South Carolina
with additional adjacent land in April 2003 for $2.8 million. The facility is
18
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
capable of producing several products used in a variety of applications for the
fluid technologies for industry segment.
We completed an acquisition in July 2003 to purchase the North American-based
silicones business from BASF, which expands our foam control additives business
to about $40 million in annual revenues. BASF's North American-based silicones
business includes customer lists, MASIL(R) and MAZU(R) trademarks, manufacturing
technology and other related intellectual property specifically developed for
silicone products in the North America region, and finished goods inventory.
Silicones are used in the manufacture of sealants, caulks and water proofing
products. Historical annual revenues for these silicone products approximate $6
million.
Our net debt to capitalization ratio at June 30, 2003 was 15.6%. Net debt is the
total of short- and long-term debt, reduced by cash and short-term investments
in excess of an assumed operating cash level of $40 million and excluding
unrealized gains and losses on derivative instruments designated as fair value
hedges of fixed rate debt. Capitalization is shareholders' equity plus net debt.
Total debt as a percent of capitalization was 29.0% at June 30, 2003.
Our share repurchase program has been suspended indefinitely as we are holding
our financial resources in reserve for future acquisitions. As a result of all
of the above activities and the payment of dividends, our balance of cash and
short-term investments decreased $16.6 million at June 30, 2003 compared with
December 31, 2002.
We intend to make a U.S. pension contribution for the 2002 plan year of
approximately $3.6 million late in the third quarter this year. We also
anticipate making a plan year 2003 contribution of approximately $3.0 million in
September, 2004. This latter amount may change depending on asset and liability
valuations as of year end.
Our financial position remains strong with a ratio of current assets to current
liabilities of 3.4 to 1 at June 30, 2003, compared with 3.0 to 1 at December 31,
2002. We currently have $350 million of committed revolving credit facilities
that will expire in July 2006. We had an additional $175 million of committed
revolving credit facilities that expired in July 2003, which we chose not to
renew. We believe our existing credit facilities, internally generated funds and
ability to obtain additional financing, if desired, will be sufficient to meet
our future capital needs, including acquisitions to expand into new and existing
fluid technology markets.
In the second quarter of 2003, we modified our commodity hedging program for
natural gas and electricity purchases by using financial instruments. These
contracts are accounted for as cash flow hedges and any effective unrealized
gains or losses on open contracts are recorded in other comprehensive income,
net of tax. At June 30, 2003, open contracts totaled $8.8 million. Maturities
ranged from one to twelve months. A hedge liability was recorded at June 30,
2003 of $.8 million, which represents the unrealized loss based upon current
future prices at that date, of which $.5 million is included in other
comprehensive income and $.3 million is included in deferred taxes.
19
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
CAUTIONARY STATEMENT FOR SAFE HARBOR PURPOSES
This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of the federal
securities laws. As a general matter, forward-looking statements are those
focused upon future plans, objectives or performance as opposed to historical
items and include statements of anticipated events or trends and expectations
and beliefs relating to matters not historical in nature. Such forward-looking
statements are subject to uncertainties and factors relating to our operations
and business environment, all of which are difficult to predict and many of
which are beyond our control. These uncertainties and factors could cause our
actual results to differ materially from those matters expressed in or implied
by such forward-looking statements.
We believe that the following factors, among others, could affect our future
performance and cause our actual results to differ materially from those
expressed or implied by forward-looking statements made in this quarterly
report:
- - the overall demand for lubricant and fuel additives on a worldwide basis,
which has a slow growth rate in mature markets such as North America and
Europe;
- - the effect on our business resulting from economic and political
uncertainty within the Asia-Pacific, Middle East and Latin American
regions;
- - the lubricant additive demand in developing regions such as China and
India, which geographic zones are an announced focus of our activities;
- - the potential negative impact on product pricing and shipment volume demand
from the consolidation of finished lubricant marketers;
- - the degree of competition resulting from lubricant additive industry
overcapacity;
- - technology developments that affect longer-term trends for lubricant
additives, such as improved equipment design, fuel economy, longer oil
drain intervals, alternative fuel powered engines and emission system
compatibility;
- - the overall global economic environment, which affects the operating
results of fluid technologies for industry in particular;
- - the extent to which we are successful in expanding our business in new and
existing fluid technology markets incorporating chemicals, systems and
services for industry and transportation;
- - our ability to identify, complete and integrate acquisitions for profitable
growth;
- - our success at continuing to develop proprietary technology to meet or
exceed new industry performance standards and individual customer and
original equipment manufacturers' expectations;
- - the frequency of change in industry performance standards, which affects
the level and timing of our technology costs, the product life cycles and
the relative quantity of additives required for new specifications;
- - our ability to continue to reduce complexities and conversion costs and
modify our cost structure to maintain and enhance our competitiveness;
- - our success in strengthening relationships and growing business with our
largest customers, including those with affiliated lubricant additive
companies, and retaining the business of our largest customers over
extended time periods;
- - the cost, availability and quality of raw materials, including
petroleum-based products;
- - the cost and availability of energy, including natural gas and electricity;
20
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
- - the effects of fluctuations in currency exchange rates upon our reported
results from international operations, together with non-currency risks of
investing in and conducting significant operations in foreign countries,
including those relating to political, social, economic and regulatory
factors;
- - the extent to which we achieve market acceptance of our PuriNOx(TM)
low-emission, water-blend fuel product;
- - significant changes in government regulations affecting environmental
compliance.
21
THE LUBRIZOL CORPORATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We operate manufacturing and blending facilities, laboratories and offices
around the world and utilize fixed and variable rate debt to finance our
global operations. As a result, we are subject to business risks inherent
in non-U.S. activities, including political and economic uncertainties,
import and export limitations, and market risks related to changes in
interest rates, commodity prices and foreign currency exchange rates. We
believe the political and economic risks related to our foreign operations
are mitigated due to the stability of the countries in which our largest
foreign operations are located.
In the normal course of business, we use derivative financial instruments
including interest rate and commodity hedges and forward foreign currency
exchange contracts to manage our market risks. Our objective in managing
our exposure to changes in interest rates is to limit the impact of such
changes on earnings and cash flow and to lower our overall borrowing costs.
Our objective in managing our exposure to changes in foreign currency
exchange rates is to reduce volatility on our earnings and cash flow
associated with such changes. Our principal currency exposures are the
euro, the pound sterling, the Japanese yen and certain Latin American
currencies. Our objective in managing our exposure to changes in commodity
prices is to reduce the volatility on our earnings and to lower our utility
expenses. We do not purchase derivatives for trading purposes.
Our primary commodity hedge exposures relate to natural gas and electric
utility expenses. The calculation of potential loss in fair value is based
on an immediate change in the U.S. dollar equivalent balances of our
commodity exposures due to a 10% shift in the underlying commodity prices.
The potential loss in cash flow and income before tax is based on the
change in cash flow and income before tax over a one-year period resulting
from an immediate 10% change in commodity prices. A hypothetical 10%
increase in commodity prices would have had a favorable impact and a
hypothetical 10% decrease in commodity prices would have had an unfavorable
impact on fair value of $.8 million, cash flow of $.8 million, and income
before tax of $.8 million in 2003.
A quantitative and qualitative discussion about our market risk is
contained on page 21 of our 2002 Annual Report to our shareholders. There
have been no material changes in the market risks faced by us since
December 31, 2002.
Item 4. Controls and Procedures
We carried out an evaluation, under the supervision and with the
participation of our chief executive officer and chief financial officer,
of the effectiveness of our disclosure controls and procedures (as defined
in Exchange Act Rule 13a-14(c)) as of June 30, 2003. Based on that
evaluation, our chief executive officer and chief financial officer
concluded that, as of June 30, 2003, our disclosure controls and procedures
are effective in timely alerting them to material information relating to
the company and its consolidated subsidiaries required to be included in
our periodic SEC filings. There were no significant changes in our internal
control over financial reporting that occurred during the second quarter of
2003 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
22
THE LUBRIZOL CORPORATION
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(c) On May 1, 2003, 202 common shares were issued in a private
placement transaction exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) of that Act. We
issued the common shares to a former director pursuant to a
deferred compensation plan for directors.
Item 4. Submission of Matters to a Vote of Security Holders
Our Annual Meeting of Shareholders was held April 28, 2003. The
following matters were voted on by the shareholders:
1. Election of directors:
a. Jerald A. Blumberg. The vote was 39,656,120 shares for
and 246,789 shares to withhold authority.
b. Forest J. Farmer, Sr. The vote was 39,648,511 shares for
and 254,398 shares to withhold authority.
c. Ronald A. Mitsch. The vote was 39,495,529 shares for and
407,380 shares to withhold authority.
d. Daniel E. Somers. The vote was 39,495,608 shares for and
407,301 shares to withhold authority.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31 Rule 13a-14(a) Certifications
32 Certification of Chief Executive Officer and Chief
Financial Officer of The Lubrizol Corporation Pursuant to
18 U.S.C. Section 1350
(b) Reports on Form 8-K
On April 24, 2003, we furnished a Form 8-K with respect to our
press release dated April 24, 2003, announcing our results for
the three months ended March 31, 2003.
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.
THE LUBRIZOL CORPORATION
/s/ John R. Ahern
-------------------------------
John R. Ahern
Chief Accounting Officer and
Duly Authorized Signatory of
The Lubrizol Corporation
Date: August 5, 2003
23