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 September 30, 2002
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 and 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 [ ]
Number of the registrant's common shares, without par value, outstanding, as of
October 31, 2002: 51,449,360.
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
THE LUBRIZOL CORPORATION
CONSOLIDATED BALANCE SHEETS
September 30 December 31
(In Thousands of Dollars) 2002 2001
------------------------- ----------- -----------
ASSETS
Cash and short-term investments ............................................ $ 249,555 $ 189,095
Receivables ................................................................ 303,189 279,013
Inventories:
Finished products ........................................................ 148,139 124,503
Products in process ...................................................... 60,657 48,859
Raw materials ............................................................ 70,606 64,504
Supplies and engine test parts ........................................... 18,797 16,744
----------- -----------
298,199 254,610
----------- -----------
Other current assets ....................................................... 38,948 34,006
----------- -----------
Total current assets ................................... 889,891 756,724
Property and equipment - net ............................................... 668,471 644,281
Goodwill and intangible assets - net ....................................... 201,364 166,558
Investments in nonconsolidated companies ................................... 7,043 30,915
Other assets ............................................................... 55,155 63,841
----------- -----------
TOTAL ............................................. $ 1,821,924 $ 1,662,319
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term debt and current portion of long-term debt ...................... $ 16,284 $ 9,120
Accounts payable ........................................................... 136,309 129,833
Accrued expenses and other current liabilities ............................. 141,791 120,261
----------- -----------
Total current liabilities .............................. 294,384 259,214
----------- -----------
Long-term debt ............................................................. 393,954 388,111
Postretirement health care obligation ...................................... 98,042 97,878
Noncurrent liabilities ..................................................... 62,479 55,140
Deferred income taxes ...................................................... 57,997 56,207
----------- -----------
Total liabilities ...................................... 906,856 856,550
----------- -----------
Minority interest in consolidated companies ................................ 54,513 32,577
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 - 51,449,160 shares as of September 30, 2002 after deducting
34,746,734 treasury shares, 51,152,107 shares as of December 31,
2001 after deducting 35,043,787 treasury shares ...................... 118,607 109,692
Retained earnings ........................................................ 816,225 763,312
Accumulated other comprehensive loss ..................................... (74,277) (99,812)
----------- -----------
Total shareholders' equity ............................. 860,555 773,192
----------- -----------
TOTAL ............................................. $ 1,821,924 $ 1,662,319
=========== ===========
Amounts shown are unaudited.
2
THE LUBRIZOL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Third Quarter Period Nine Month Period
Ended September 30 Ended September 30
-------------------------- --------------------------
(In Thousands Except Per Share Data) 2002 2001 2002 2001
------------------------------------ ---- ---- ---- ----
Net sales ................................... $ 509,427 $ 461,109 $ 1,483,645 $ 1,400,828
Royalties and other revenues ................ 876 1,317 2,554 4,031
----------- ----------- ----------- -----------
Total revenues .................... 510,303 462,426 1,486,199 1,404,859
Cost of sales ............................... 358,850 332,887 1,051,830 1,017,571
Selling and administrative expenses ......... 49,530 42,602 146,700 131,402
Research, testing and development expenses .. 42,774 42,467 124,674 119,828
----------- ----------- ----------- -----------
Total cost and expenses ........... 451,154 417,956 1,323,204 1,268,801
Other expense - net ......................... (3,042) (5,726) (7,084) (13,520)
Interest income ............................. 1,796 1,282 5,005 4,614
Interest expense ............................ (5,791) (5,746) (16,941) (18,479)
----------- ----------- ----------- -----------
Income before income taxes and cumulative
effect of change in accounting principle ... 52,112 34,280 143,975 108,673
Provision for income taxes .................. 15,634 11,483 43,193 35,355
----------- ----------- ----------- -----------
Income before cumulative effect of change in
accounting principle ....................... 36,478 22,797 100,782 73,318
Cumulative effect of change in accounting
principle .................................. -- -- (7,785) --
----------- ----------- ----------- -----------
Net income .................................. $ 36,478 $ 22,797 $ 92,997 $ 73,318
=========== =========== =========== ===========
Net income per share:
Income before cumulative effect of change
in accounting principle ................... $ 0.71 $ 0.45 $ 1.96 $ 1.43
Cumulative effect of change in accounting
principle ................................. -- -- (0.15) --
----------- ----------- ----------- -----------
Net income per share ........................ $ 0.71 $ 0.45 $ 1.81 $ 1.43
=========== =========== =========== ===========
Diluted net income per share:
Income before cumulative effect of change
in accounting principle ................... $ 0.71 $ 0.44 $ 1.95 $ 1.42
Cumulative effect of change in accounting
principle ................................. -- -- (0.15) --
----------- ----------- ----------- -----------
Net income per share, diluted ............... $ 0.71 $ 0.44 $ 1.80 $ 1.42
=========== =========== =========== ===========
Dividends per share ......................... $ 0.26 $ 0.26 $ 0.78 $ 0.78
=========== =========== =========== ===========
Weighted average common shares outstanding .. 51,569 51,121 51,475 51,202
=========== =========== =========== ===========
Amounts shown are unaudited.
3
THE LUBRIZOL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Month Period
Ended September 30
----------------------
(In Thousands of Dollars) 2002 2001
------------------------- ---- ----
Cash provided from (used for):
Operating activities:
Net income ............................................ $ 92,997 $ 73,318
Adjustments to reconcile net income to cash provided
by operating activities:
Depreciation and amortization ..................... 70,898 74,084
Deferred income taxes ............................. (616) 3,174
Cumulative effect of change in accounting principle 7,785 --
Change in current assets and liabilities:
Receivables ..................................... 7,452 (34,774)
Inventories ..................................... (13,930) (6,289)
Accounts payable and accrued expenses ........... 4,712 19,791
Other current assets ............................ (3,215) 3,051
Other items - net ................................. 7,069 10,685
--------- ---------
Total operating activities .................. 173,152 143,040
Investing activities:
Capital expenditures ................................ (45,976) (48,365)
Acquisitions and investments in nonconsolidated
companies ......................................... (69,438) (14,989)
Other - net ......................................... 2,882 (1,335)
--------- ---------
Total investing activities .................. (112,532) (64,689)
Financing activities:
Net short-term borrowings,(repayments) .............. 6,715 (2,824)
Long-term repayments ................................ (1,654) (2,044)
Dividends paid ...................................... (40,043) (39,927)
Proceeds from termination of interest rate swaps .... 18,134 --
Common shares purchased ............................. -- (30,039)
Stock options exercised ............................. 8,203 21,410
--------- ---------
Total financing activities .................. (8,645) (53,424)
Effect of exchange rate changes on cash ............... 8,485 (2,199)
--------- ---------
Net increase in cash and short-term investments ....... 60,460 22,728
Cash and short-term investments at beginning of period 189,095 145,937
--------- ---------
Cash and short-term investments at end of period ...... $ 249,555 $ 168,665
========= =========
Amounts shown are unaudited.
4
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
September 30, 2002
1. The accompanying unaudited consolidated financial statements contain all
adjustments (consisting only of normal recurring accruals) necessary to
present fairly the financial position as of September 30, 2002 and December
31, 2001, and the results of operations and cash flows for the applicable
periods ended September 30, 2002 and 2001.
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:
Third Quarter Ended Nine Month Period Ended
September 30 September 30
-------------------- -------------------------
2002 2001 2002 2001
------- ------- -------- -------
Numerator:
Net income before cumulative
effect of change in
accounting principle $36,478 $22,797 $100,782 $73,318
Cumulative effect of change
in accounting principle -- -- (7,785) --
------- ------- -------- -------
Net income available to
common shareholders $36,478 $22,797 $ 92,997 $73,318
======= ======= ======== =======
Denominator:
Weighted average common
shares outstanding 51,569 51,121 51,475 51,202
Dilutive effect of stock
options and awards 172 439 323 290
------- ------- -------- -------
Denominator for net income
per share, diluted 51,741 51,560 51,798 51,492
======= ======= ======== =======
Net Income Per Share:
Net income before cumulative
effect of change in
accounting principle $ 0.71 $ 0.45 $ 1.96 $ 1.43
Cumulative effect of change
in accounting principle -- -- (0.15) --
------- ------- -------- -------
Net income per share $ 0.71 $ 0.45 $ 1.81 $ 1.43
======= ======= ======== =======
Diluted Net Income Per Share:
Net income before cumulative
effect of change in
accounting principle $ 0.71 $ 0.44 $ 1.95 $ 1.42
Cumulative effect of change
in accounting principle -- -- (0.15) --
------- ------- -------- -------
Net income per share, diluted $ 0.71 $ 0.44 $ 1.80 $ 1.42
======= ======= ======== =======
5
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
September 30, 2002
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 nine-month periods ended September 30,
2002 were 3.7 million and 1.9 million, respectively, and for the three- and
nine-month periods ended September 30, 2001 were 1.2 million and 1.9
million, respectively.
3. Total comprehensive income for the three- and nine-month periods ended
September 30, 2002 and 2001 is comprised as follows:
Third Quarter Period Nine Month Period
Ended September 30 Ended September 30
--------------------------- ---------------------------
2002 2001 2002 2001
-------- -------- --------- ---------
Net income $ 36,478 $ 22,797 $ 92,997 $ 73,318
Foreign currency translation
adjustment 767 14,692 26,492 (5,652)
Cumulative effect of
accounting change -- -- -- (1,314)
Unrealized gains (losses)
interest rate swaps (836) (1,327) (957) (1,683)
--------- --------- --------- ---------
Total comprehensive income $ 36,409 $ 36,162 $ 118,532 $ 64,669
========= ========= ========= =========
4. Beginning in 2002, the company reorganized its product lines into four
principal operating segments: fluid technologies for transportation, fluid
technologies for industry, advanced fluid systems and emulsified products.
Accordingly, the segment information for prior years has been restated to
conform to the current operating structure.
Fluid technologies for transportation (FTT) is comprised of additives for
lubricating engine oils, such as 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 company 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 and process chemicals. 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 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. In
addition, the company allocates corporate research, testing, selling and
administrative expenses, and excess production capacity costs in arriving
at segment operating profit before tax.
6
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
September 30, 2002
The following table presents a summary of the company's reportable segments
for the three- and nine-month periods ended September 30, 2002 and 2001
based on the current reporting structure.
Third Quarter Period Nine Month Period
Ended September 30 Ended September 30
----------------------------- ------------------------------
2002 2001 2002 2001
---------- ---------- ----------- ----------
Revenues from external customers:
FTT $ 400,892 $ 381,943 $1,188,032 $1,158,247
FTI 102,472 75,196 279,181 229,232
All other 6,939 5,287 18,986 17,380
---------- ---------- ---------- ----------
Total revenues $ 510,303 $ 462,426 $1,486,199 $1,404,859
========== ========== ========== ==========
Segment contribution income(loss):
FTT $ 84,663 $ 72,837 $ 243,784 $ 215,846
FTI 18,773 11,868 53,146 36,044
All other (2,336) (3,682) (7,264) (12,040)
---------- ---------- ---------- ----------
Total segment
contribution income $ 101,100 $ 81,023 $ 289,666 $ 239,850
========== ========== ========== ==========
Segment operating
profit(loss) before tax:
FTT $ 45,178 $ 35,639 $ 126,895 $ 112,099
FTI 13,366 7,413 36,727 23,396
All other (2,437) (4,308) (7,711) (12,957)
---------- ---------- ---------- ----------
Total segment operating
profit before tax 56,107 38,744 155,911 122,538
Interest expense - net (3,995) (4,464) (11,936) (13,865)
---------- ---------- ---------- ---------
Consolidated income before
tax and cumulative effect
of an accounting change $ 52,112 $ 34,280 $ 143,975 $ 108,673
========== ========== ========== ==========
Segment total assets:
FTT $1,125,351 $1,142,885
FTI 303,169 214,508
All other 23,007 30,708
---------- ----------
Total segment assets $1,451,527 $1,388,101
Corporate assets 370,397 319,648
---------- ----------
Total consolidated assets $1,821,924 $1,707,749
========== ==========
7
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
September 30, 2002
5. Effective January 1, 2002, the company began accounting for the investment
in its India joint venture, Lubrizol India Private Limited, through
consolidation because an amendment to the joint venture agreement gave the
company control as of that date. The company has ownership of 50% of the
voting shares. The amended joint venture agreement grants the company the
authority to appoint three of Lubrizol India's six board directors and the
unilateral and perpetual ability to appoint its managing director. Further,
the amended joint venture agreement delegates to the managing director the
authority to make all significant decisions to run the day-to-day business
of Lubrizol India. The company had previously accounted for its investment
under the equity method of accounting because the company's joint venture
partner held certain substantive participating rights, which were
eliminated with the amendment to the joint venture agreement. The change to
consolidate Lubrizol India had the effect of increasing revenues and total
cost and expenses by $13.1 million and $8.9 million, respectively, for the
three month period ended September 30, 2002 and by $38.6 million and $31.2
million, respectively, for the nine month period ended September 30, 2002.
The change had no impact on net income.
6. Effective January 1, 2002, the company adopted Statement of Financial
Accounting Standards (SFAS) 142, "Goodwill and Other Intangible Assets."
Under SFAS 142, goodwill and other intangibles determined to have
indefinite lives will no longer be amortized but will be tested for
impairment upon adoption and at least annually thereafter.
In connection with adopting SFAS 142, the company also reassessed the
useful lives and the classification of its intangible assets. The major
components of the identifiable intangible assets are technology, land use
rights, non-compete agreements, distributor networks, trademarks and
patents. Excluding the unpatented technology and non-amortized trademarks,
which are indefinite and will not be amortized, the intangible assets will
continue to be amortized over the lives of the agreements, which range
between five and forty years. The following table shows the components of
identifiable intangible assets as of September 30, 2002 and December 31,
2001.
As of September 30, 2002 As of December 31, 2001
------------------------------- ---------------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
-------- ------------ -------- ------------
Amortized intangible assets:
Technology $30,095 $14,827 $30,095 $12,973
Land use rights 6,990 329 6,990 202
Non-compete agreements 5,511 1,147 711 682
Distributors network 3,000 71 -- --
Trademarks 2,211 653 2,211 378
Other 2,736 496 1,784 287
------- ------- ------- -------
Total amortized
intangible assets 50,543 17,523 41,791 14,522
Non-amortized trademarks 7,021 5 21 5
------- ------- ------- -------
Total $57,564 $17,528 $41,812 $14,527
======= ======= ======= =======
8
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
September 30, 2002
Amortization expense for intangible assets for the three- and nine-month
periods ended September 30, 2002 was $1.2 million and $3.0 million,
respectively, and for the three- and nine-month periods ended September 30,
2001 was $3.5 million and $10.6 million, respectively. The company is
currently in the process of finalizing the allocation of the purchase
price for the Chemron Corporation and Kabo Unlimited, Inc. acquisitions,
so it is possible the amount of amortization or the estimated purchase
price allocation may change. Amortization expense for the full year 2002 is
estimated to be in the range of $4.0 to $4.5 million. Excluding the impact
of further acquisitions, estimated annual intangible amortization expense
for each of the next four years should approximate $4.3 million per year.
SFAS 142 provides for a six month period from the date of adoption for the
company to perform an assessment of potential impairment of goodwill. Any
impairment identified upon adoption is to be recognized as a cumulative
effect of a change in accounting principle effective as of January 1, 2002.
Goodwill is tested for impairment at the reporting unit level. The company
has determined the reporting units will be the same as its four operating
segments, since the component businesses have similar economic
characteristics and can thus be combined under the aggregation rules. The
company determined the carrying value of each operating segment by
assigning the company's assets and liabilities to them, including existing
goodwill, as of January 1, 2002. The company then determined the implied
fair value of each operating segment by using a combination of discounted
cash flow analysis and terminal value calculations. The fair value of each
operating segment was compared to its carrying value to determine if there
was an indication of impairment. This evaluation indicated that goodwill
recorded in the advanced fluid systems operating segment was impaired as of
January 1, 2002. The economic conditions at the time of impairment testing,
including declining revenues, reduced the estimated future expected
performance of this operating segment, which includes the small equipment
businesses the company acquired in fluid metering and particulate traps.
Accordingly, the company recognized a transitional impairment charge of
$7.8 million retroactive to January 1, 2002 in the all other reporting
segment, which includes advanced fluid systems. This is a non-cash charge
and was recorded as a cumulative effect of a change in accounting principle
on the Consolidated Statement of Income for the nine month period ended
September 30, 2002. There was no tax benefit associated with this charge.
SFAS 142 also requires goodwill to be tested annually and between annual
tests if events occur or circumstances change that would more likely than
not reduce the fair value of a reporting segment below its carrying amount.
The company has elected to perform its annual tests for potential goodwill
impairment as of October 1st of each year. Subsequent impairment losses, if
any, will be reflected in income from continuing operations. The carrying
amount of goodwill by reporting segment is as follows:
FTT FTI All Other Total
--------- --------- --------- ---------
Balance, December 31, 2001 $ 42,755 $ 88,850 $ 7,668 $ 139,273
Goodwill acquired -- 27,338 -- 27,338
Transitional impairment
charge -- -- (7,785) (7,785)
Translation & other
adjustments 1,373 1,012 117 2,502
--------- --------- --------- ---------
Balance, September 30, 2002 $ 44,128 $ 117,200 $ -- $ 161,328
========= ========= ========= =========
9
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
September 30, 2002
In accordance with SFAS 142, the company discontinued the amortization of
goodwill and certain trademarks effective January 1, 2002. The following
table reconciles the company's net income and earnings per share for the
three- and nine-month periods ended September 30, 2002 and 2001. The prior
year results have been adjusted to exclude goodwill amortization expense.
Current period results include an adjustment for the cumulative effect of a
change in accounting principle for the transitional impairment loss under
SFAS 142 and are presented for comparative purposes.
Third Quarter Period Nine Month Period
Ended September 30 Ended September 30
--------------------------------- ----------------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Reported net income $ 36,478 $ 22,797 $ 92,997 $ 73,318
Add Goodwill & trademark
amortization, net of tax -- 1,834 -- 5,567
Cumulative effect of a
change in accounting
principle -- -- 7,785 --
----------- ----------- ----------- -----------
Pro forma adjusted net income $ 36,478 $ 24,631 $ 100,782 $ 78,885
=========== =========== =========== ===========
Reported net income per share $ 0.71 $ 0.45 $ 1.81 $ 1.43
Add: Goodwill & trademark
amortization, net of tax -- 0.04 -- 0.11
Cumulative effect of a
change in accounting
principle -- -- 0.15 --
----------- ----------- ----------- -----------
Pro forma adjusted net income
per share $ 0.71 $ 0.49 $ 1.96 $ 1.54
=========== =========== =========== ===========
Reported net income per share,
diluted $ 0.71 $ 0.44 $ 1.80 $ 1.42
Add: Goodwill & trademark
amortization, net of tax -- 0.04 -- 0.11
Cumulative effect of a
change in accounting
principle -- -- 0.15 --
----------- ----------- ----------- -----------
Pro forma adjusted net income
per share, diluted $ 0.71 $ 0.48 $ 1.95 $ 1.53
=========== =========== =========== ===========
10
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in thousands (except per share data)
September 30, 2002
7. In June 2001, the Financial Accounting Standards Board issued SFAS 143,
"Accounting for Asset Retirement Obligations," which will become effective
for the company on January 1, 2003. This statement requires entities to
record the fair value of a liability for an asset retirement obligation in
the period in which it is incurred. Asset retirement obligation refers to
an obligation associated with the retirement of a tangible long-lived
asset. The amount recorded as a liability will be capitalized by increasing
the carrying amount of the related long-lived asset. Subsequent to initial
measurement, the liability is accreted to the ultimate amount anticipated
to be paid and is also adjusted for revisions to the timing or amount of
estimated cash flows. The capitalized cost is depreciated over the useful
life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or
loss. The company has not determined the impact, if any, that SFAS 143 will
have on its consolidated financial position or results of operations.
8. On July 24, 2002, the company terminated its interest rate swap agreements
expiring December 2008, which converted fixed rate interest on $100 million
of 5.875% debentures to a variable rate. Gains and losses on terminations
of interest rate swap agreements designated as fair value hedges are
deferred as an adjustment to the carrying amount of the outstanding
obligation and amortized as an adjustment to interest expense related to
the obligation over the remaining term of the original contract life of the
terminated swap agreement. In the event of early extinguishment of the
outstanding obligation, any unamortized gain or loss from the swaps would
be recognized in the consolidated statement of operations at the time of
such extinguishment. In terminating the swaps, the company received cash of
$18.1 million, which will be amortized as a reduction of interest expense
through December 1, 2008, the due date of the underlying debt. The company
recorded a $17.3 million unrealized gain, net of accrued interest, on the
termination of the interest rate swaps as an increase in the underlying
long-term debt. The carrying value of the unrealized gain at September 30,
2002 is $16.8 million.
11
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
We achieved record consolidated revenues in the third quarter of 2002, primarily
due to higher shipment volume from the consolidation of Lubrizol India Private
Limited and the favorable impact of acquisitions of Chemron Corporation and Kabo
Unlimited, Inc. Lower average raw material cost combined with lower per-unit
manufacturing cost (manufacturing costs per metric ton sold), as well as an
increase in ongoing volume, resulted in higher gross profit margin in the third
quarter of 2002 compared with the same period in 2001. The increased margin,
elimination of goodwill amortization and a lower effective tax rate, partially
offset by increased STAR (selling, testing, administrative and research)
expenses resulted in increased net income in the third quarter of 2002 compared
with the same period in 2001.
We group our product lines into three reportable segments: fluid technologies
for transportation, fluid technologies for industry and all other, which is
comprised of advanced fluid systems and emulsified products. Fluid technologies
for transportation comprised approximately 80% of our consolidated revenues and
81% of our segment pre-tax operating profits for the first nine months of 2002.
This discussion and analysis of our financial condition and results of
operations is primarily focused on the company as a whole, since we believe this
provides the most appropriate understanding of our business. See Note 4 to the
financial statements for additional financial disclosures by reporting segment.
Our consolidated revenues increased $47.9 million, or 10%, in the third quarter
of 2002 compared with the same period in 2001 and increased $81.3 million, or
6%, in the first nine months of 2002 compared with 2001. The increase in the
third quarter of 2002 compared with the same period in 2001 was due to 13%
higher volume (3% higher volume excluding acquisitions and the consolidation of
Lubrizol India), partially offset by a 3% decrease in average selling price. The
increase for the first nine months of 2002 compared with the same period in 2001
was due to 10% higher volume (3% excluding acquisitions and the consolidation of
Lubrizol India), partially offset by a 4% decline in average selling price.
Excluding acquisitions and the consolidation of Lubrizol India, revenues
increased $16.9 million, or 4%, in the third quarter of 2002 and $6.9 million,
or 1%, in the first nine months of 2002 compared with the same periods in 2001.
Fluid technologies for transportation revenues increased $18.9 million, or 5%,
in the third quarter of 2002 and increased $29.8 million, or 3%, in the first
nine months of 2002, compared with the same periods in 2001. The increases in
both the third quarter and the first nine months of 2002 were primarily due to
the consolidation of Lubrizol India, as well as an increase in ongoing shipment
volume, partially offset by lower average selling price. Fluid technologies for
industry revenues increased $27.3 million, or 36%, in the third quarter of 2002
and $49.9 million, or 22%, in the first nine months of 2002 compared with the
same periods in 2001. The increases in revenues for this segment were primarily
due to the Chemron and Kabo acquisitions, along with growth in the other
businesses in this segment. The organic growth in this segment is due to
strengthening markets compared with a year ago, particularly in coatings and
inks and metalworking, as well as the introduction of new products in both of
these areas. The revenues of the all other segment increased $1.7 million, or
31%, in the third quarter of 2002 and $1.6 million, or 9%, in the first nine
months of 2002, compared with the same periods in 2001.
12
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Changes in our shipment volume vary by geographic area. The following table
shows our third quarter 2002 and first nine months of 2002 shipment volume by
geographic area as well as the corresponding changes compared with same periods
in 2001.
3rd Quarter Year-to-date
2002 Increase 2002 Increase
Volume (Decrease) Volume (Decrease)
------ ---------- ------ ----------
North America 47% 26% 46% 19%
Europe, Middle East 29% 4% 29% 6%
Asia-Pacific 18% 5% 19% 7%
Latin America 6% (3%) 6% (9%)
--- ---
Total 100% 13% 100% 10%
The increases in North America and Europe were due to the strengthening of our
business with major fluid technologies for transportation customer accounts for
engine oils and specialty driveline additives, the strengthening of our fluid
technologies for industry markets, including coatings and inks and metalworking
and the acquisitions of Chemron and Kabo. Excluding these acquisitions, North
American shipment volume increased 10% in the third quarter and 8% in the first
nine months of 2002. We believe that the North American growth rate for fluid
technologies for transportation lubricant additives will return to lower,
historical levels in 2003. Asia-Pacific volume, excluding the consolidation of
Lubrizol India, decreased 10% in the third quarter and 8% in the first nine
months of 2002. The decline in ongoing Asian volume was primarily the result of
business lost in Japan in mid-2001 and the weak business environment and
competitive intensity in Asia. Latin America, our smallest zone, experienced
volume declines as the result of economic conditions, timing of orders and some
business losses after the first quarter of 2001 due to price increases. In 2003,
we anticipate that our volume will be affected by the loss of a portion of our
business with a customer as a result of an oil industry merger. However, we
believe this company will continue to be among our top ten customers during
2003.
Our average selling price decreased 3% in the third quarter of 2002 and 4% for
the first nine months of 2002, compared with the same periods in 2001. In the
third quarter of 2002, the combination of price and product mix declined 5% from
the third quarter of 2001, partially offset by 2% favorable currency effects,
due mainly to the weakening of the dollar against the euro and the yen.
Approximately half of the decline of price and product mix is a result of the
Chemron acquisition made in April of this year, due to its lower priced product
mix. In the first nine months of 2002, the combination of price and product mix
declined 4% and there were minimal currency effects. Sequentially, third quarter
2002 average selling price was 1% higher than the second quarter of 2002, due to
2% favorable currency impact partially offset by a 1% decline in the combination
of price and product mix. The Chemron acquisition also contributed to the
sequential decrease in average selling price.
Royalties and other revenues decreased $.4 million, or 34%, in the third quarter
of 2002 and decreased $1.5 million, or 37%, in the first nine months of 2002,
compared with the same periods in 2001. The decrease was primarily due to the
consolidation of Lubrizol India, effective January 1, 2002, as royalties from
India are eliminated when reporting consolidated results.
13
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Our cost of sales for the third quarter of 2002 increased $26.0 million, or 8%
($2.0 million, or 1%, excluding acquisitions and the consolidation of Lubrizol
India), compared with the third quarter of 2001. In the first nine months of
2002, our cost of sales increased $34.3 million, or 3% (decreased $25.9 million,
or 3%, excluding acquisitions and the consolidation of Lubrizol India), compared
with the first nine months of 2001. The increases for the quarter and the first
nine months were due to higher shipment levels and higher manufacturing costs,
partially offset by a decrease in average raw material cost. Average raw
material cost decreased 4% in the third quarter of 2002, compared with the same
period in 2001, due to a 5% decline in the combination of raw material prices
and product mix, partially offset by 1% unfavorable currency effects. Average
raw material cost decreased 7% in the first nine months of 2002, compared with
the same period in 2001, due to the combination of lower material prices and
product mix changes.
Manufacturing costs were 10% higher for the 2002 third quarter and 5% higher for
the first nine months of 2002, compared to the same periods in 2001. The
increase in manufacturing costs for the third quarter was due to higher volume,
unfavorable currency effects and higher salary compensation costs, consisting of
variable pay, salaries and employee benefit costs, partially offset by lower
utility and environmental expenses. The increase in manufacturing costs for the
first nine months was due to higher volume and higher compensation costs,
partially offset by lower utility and environmental expenses. Excluding
acquisitions and the consolidation of Lubrizol India, manufacturing costs
increased $2.0 million, or 2%, in the third quarter and decreased $3.0 million,
or 1%, in the first nine months of 2002 compared with the same periods in 2001.
Even though total manufacturing costs were up, unit manufacturing cost was down
4% for the third quarter of 2002 and down 5% for the first nine months of 2002,
compared with the same periods of 2001, primarily due to productivity
improvements, lower utility costs and increased volume.
Sequentially, average raw material cost in the third quarter of 2002 increased
1% from the second quarter of 2002 and was even with the first quarter of 2002.
We believe raw material prices will increase further in the fourth quarter as a
result of five sequential base-oil increases that occurred between the end of
April 2002 and the middle of October 2002, along with increases in other raw
materials that have been announced. Base oil prices have increased 24 percent
over the last six months. Approximately half of our global sales are costed on a
first-in-first-out (FIFO) basis, which produces a lag before raw material price
changes are reflected in our average raw material cost in the income statement.
To recover the rapidly rising oil and petrochemical feedstock costs that are
impacting our business, we recently announced an additive price increase in our
fluid technologies for transportation segment to take effect over the next few
months.
Gross profit (net sales less cost of sales) increased $22.4 million, or 17%, in
the third quarter of 2002 and increased $48.6 million, or 13% in the first nine
months of 2002, compared with the same periods in 2001. Excluding acquisitions
and the consolidation of Lubrizol India, gross profit increased $14.7 million,
or 11%, in the third quarter of 2002 and increased $32.5 million, or 8%, in the
first nine months of 2002, compared with the same periods in 2001. The increases
were because the effect of higher volume and lower raw material costs more than
offset the increased manufacturing costs and lower selling prices. Fluid
technologies for transportation gross profit increased $15.2 million, or 14%,
for the third quarter of 2002 and $36.7 million, or 11%, for the first nine
months of 2002 compared with the same periods in 2001 for the same reasons
14
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
previously described. Fluid technologies for industry gross profit increased
$7.3 million, or 27%, in the third quarter of 2002 and $14.6 million, or 18%,
for the first nine months of 2002 compared with the same periods in 2001 for the
same reasons previously described. The all other segment gross profit increased
$.9 million, or 91%, for the third quarter of 2002 and $1.2 million, or 34%, for
the first nine months of 2002 compared with the same periods of 2001. The
increases in the all other segment were primarily due to higher volume and lower
total material costs. In calculating gross profit at the reporting segment level
for internal management reporting, we exclude excess production capacity from
product costs.
Our gross profit percentage (gross profit divided by net sales) was 29.6% in the
third quarter of 2002 (as compared with 27.8% in the 2001 third quarter) and
29.1% in the first nine months of 2002 (as compared with 27.4% in the same
period of 2001) for the reasons stated above. Excluding the impact of the
consolidation of Lubrizol India and acquisitions, our gross profit percentage
was 29.9% in the third quarter of 2002 and 29.5% in the first nine months of
2002. Sequentially, the gross profit percentage increased slightly from 28.7% in
the second quarter of 2002.
Selling and administrative expenses increased $6.9 million, or 16%, for the
third quarter of 2002 and increased $15.3 million, or 12%, in the first nine
months of 2002 compared with the same periods in 2001. Excluding acquisitions
and the consolidation of Lubrizol India, selling and administrative expenses
increased $5.7 million or 13% for the third quarter of 2002 and increased $12.2
million, or 9%, in the first nine months of 2002 compared with the same periods
in 2001. Excluding acquisitions and the consolidation of Lubrizol India, the
increases for both the third quarter and first nine months of 2002 were
primarily due to higher salary compensation costs, consisting of variable pay,
salaries and employee benefit costs for existing businesses and incremental
staffing and other costs associated with our strategy to expand into new
markets. In addition, the first quarter of 2002 included a $2.0 million accrual
for a contract claim related to an employee offsite personal injury.
Our research, testing and development expenses (technology expenses) increased
$.3 million, or less than 1%, for the third quarter of 2002 and increased $4.8
million, or 4%,in the first nine months of 2002 compared with the same periods
in 2001. Excluding acquisitions and the consolidation of Lubrizol India,
technology expenses decreased $.1 million in the third quarter of 2002 and
increased $4.4 million, or 4%, in the first nine months of 2002, compared with
the same periods in 2001. Technology expenses were higher in the third quarter
and the first nine months of 2002, primarily as a result of three engine oil
programs. The first program pertains to the upcoming U.S. passenger car motor
oil technical standard, GF-4. This new standard was originally slated for
commercial introduction in the third quarter of 2003, but has been delayed one
year to late 2004. Even though the GF-4 program introduction has been delayed,
we continued our work on the program during the third quarter. The second
program pertains to the European program for reduced emission targets for both
diesel and passenger car applications (Euro IV), slated for official
introduction in 2005. The third program pertains to the next U.S. diesel engine
oil specification, PC-9. Even though this new specification was formally
introduced in the third quarter of 2002, we began testing customer-specific
versions of North American PC-9 diesel additives that are designed to be
compatible with part-synthetic base stocks.
15
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
The change in other income (expense) favorably affected pre-tax income by $2.7
million in the third quarter of 2002 and by $6.4 million in the first nine
months of 2002, compared with the same periods in 2001. Beginning in 2002, this
line item no longer includes amortization of goodwill or equity income from
Lubrizol India. Goodwill amortization expense was approximately $1.8 million in
the third quarter of 2001 and $5.6 million for the first nine months of 2001.
Equity income for Lubrizol India was $.9 million in the third quarter of 2001
and $2.0 million for the first nine months of 2001. The remaining variance was
primarily due to lower levels of foreign exchange and joint venture losses,
partially offset by an increase in the minority interest in our consolidated
joint ventures.
Interest income increased $.5 million in the third quarter of 2002 and $.4
million in the first nine months of 2002, compared with the same periods in
2001. The increases were primarily due to higher level of cash investments in
2002, partially offset by lower interest rates. Interest expense in the third
quarter was about even with the same period in 2001 and decreased $1.5 million
in the first nine months of 2002, compared with the same period in 2001, due to
lower interest rates.
As a result of the above factors, our income before income taxes and before the
cumulative effect of an accounting change increased 52% to $52.1 million in the
third quarter of 2002 and increased 32% to $144.0 million for the first nine
months of 2002, compared with the same periods in 2001. Segment operating profit
before tax, which excludes interest expense and the cumulative effect of an
accounting change, increased for fluid technologies for transportation by $9.5
million, or 27%, for the 2002 third quarter and increased $14.8 million, or 13%,
for the first nine months of 2002, compared with the same periods in 2001. The
year-to-date increase was due to higher revenues and lower raw material costs,
partially offset by higher manufacturing and technical expenses.
Segment operating profit before tax for fluid technologies for industry
increased $6.0 million, or 80%, in the third quarter of 2002 and $13.3 million,
or 57%, in the first nine months of 2002, compared with the corresponding
periods in 2001. These increases were due to higher revenues and the accounting
change for goodwill amortization. The elimination of goodwill amortization,
effective January 1, 2002, benefited this segment by approximately $1.4 million
for the third quarter of 2002 and by $4.8 million for the first nine months of
2002.
Segment operating loss before tax for the all other segment decreased $1.9
million, or 43%, in the third quarter of 2002 and $5.2 million, or 40%, in the
first nine months of 2002, compared with the same periods in 2001. These
decreases were primarily due to increased revenues, lower levels of equity
losses and the elimination of goodwill amortization in 2002.
We had an effective tax rate of 30.0% for both the third quarter and first nine
months of 2002, compared with 33.5% and 32.5% for the corresponding periods in
2001. The lower effective tax rate in 2002 was primarily due to the U.S. tax
benefit from a charitable contribution of technology made in 2002 that did not
occur in 2001, along with the elimination of book goodwill amortization pursuant
to the new accounting standard. We expect our effective tax rate for 2003 will
be higher than the 2002 rate, due to the absence of the 2002 donation of
technology to a non-profit organization.
16
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
The changes in currency exchange rates were favorable during the third quarter
of 2002 and slightly unfavorable during the first nine months of 2002 compared
with the same periods in 2001.
As a result of the factors described above, net income increased $13.7 million,
or 60%, for the third quarter of 2002 and net income before the cumulative
effect of an accounting change increased $27.4 million, or 37%, for the first
nine months of 2002, compared with the same periods in 2001. Net income per
share was $.71 for the third quarter and net income per share, before the
cumulative effect of an accounting change, was $1.96 for the first nine months
of 2002, compared with $.45 and $1.43 for the corresponding periods in 2001.
In the second quarter 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. Goodwill was tested for
impairment by comparing the fair value of each operating segment to its carrying
value as of January 1, 2002. There was no impairment either in the fluid
technologies for transportation or the fluid technologies for industry operating
segments. 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 an accounting change in 2002.
After adjusting net income for the cumulative effect of an accounting change,
net income for the first nine months of 2002 increased $19.7 million, or 27%,
compared with the first nine months of 2001. Net income per share was $1.81 for
the first nine months of 2002, compared with $1.43 for the same period in 2001.
WORKING CAPITAL, LIQUIDITY AND CAPITAL RESOURCES
Cash provided from operating activities was $173.2 million for the first nine
months of 2002 as compared with $143.0 million for the same period of 2001. The
increase of $30.1 million in 2002 was primarily due to higher earnings and a
$13.2 million favorable change in working capital items (current assets and
liabilities) because of continued strong receivable management, partially offset
by higher inventory levels and the timing of payment of current liabilities. The
higher inventory levels were primarily due to the consolidation of Lubrizol
India, which did not effect cash flow.
Our capital expenditures in the first nine months of 2002 were $46.0 million,
compared with $48.4 million for same period in 2001. The slower spending pattern
in 2002 reflects timing of projects. We estimate capital spending for the full
year 2002 to be in the range of $65 million to $70 million, compared with actual
spending in 2001 of $66.3 million.
We completed an acquisition in each of the first and second quarters of 2002 for
a total of $69 million. In the first quarter, we purchased Kabo Unlimited, Inc.,
which specializes in the development, manufacture and sale of antifoam and
defoaming agents to the food, fermentation, mining and wastewater industries.
Kabo's product lines expand the defoamer offering and capabilities of our fluid
technologies for industry segment. In the second quarter of 2002, we purchased
Chemron Corporation, which formulates, produces and supplies specialty
surfactants used in personal care products, industrial cleaners and a wide range
of other consumer and industrial products. The acquisition extends Lubrizol's
17
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
existing surfactants business into growth markets where it had not previously
competed. During 2001, the annual revenues of Kabo and Chemron were
approximately $14 million and $55 million, respectively.
In the fourth quarter of 2002, we completed two acquisitions in our fluid
technologies for industry segment for approximately $18 million. In October
2002, we acquired Dock Resins, which develops, manufactures and sells
proprietary polymers including acrylic, methacrylic, alkyd, and polyester resins
to customers in the paint and coatings, printing ink, laminating, adhesives and
sealants, and grease markets. In October 2002, we also acquired Intermountain
Specialties Inc., more commonly known in the defoamer industry as Brose Chemical
Company. Brose's product lines complement our integrated foam control business
and will be manufactured in our Kabo foam control facility. Annual revenues for
Dock and Brose are approximately $17 million in the aggregate.
Our net debt to capitalization ratio at September 30, 2002 was 18%, compared
with 23% at December 31, 2001. 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. Debt as a percent of
capitalization, without adjusting for cash, was 31% at September 30, 2002,
compared with 33% at December 31, 2001.
On July 24, 2002 we terminated our interest rate swap agreements, which had
converted the fixed interest rate on $100 million of 5.875% debentures to a
variable rate. In terminating the swaps, we received cash of $18.1 million,
which will be amortized as a reduction of interest expense through December 1,
2008, the due date of the underlying debt. We recorded a $17.3 million
unrealized gain, net of accrued interest, on the termination of the interest
rate swaps as an increase in the underlying long-term debt. The carrying value
of the unrealized gain at September 30, 2002 is $16.8 million.
Our share repurchase program has been suspended in the near term as we are
holding our financial resources in reserve for future acquisitions. Primarily as
a result of these activities and the payment of dividends, our balance of cash
and short-term investments increased $60.5 million at September 30, 2002
compared with December 31, 2001.
Our financial position remains strong with a ratio of current assets to current
liabilities of 3.0 to 1 at September 30, 2002, which is slightly higher than the
ratio at December 31, 2001 of 2.9 to 1. Effective July 16, 2002, we renewed $175
million of committed revolving credit facilities which mature July 15, 2003. On
October 31, 2002, we terminated $50 million of committed credit facilities that
would have matured on June 30, 2003. We also have $350 million of other existing
facilities that mature on July 17, 2006. As a result, we have total available
committed credit facilities of $525 million, which allow us to borrow at or
below the U.S. prime rate. 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.
18
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. These 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 and Latin American regions;
- the lubricant additive demand in developing regions such as China and
India, which geographic areas are an announced focus of our activities;
- the potential negative impact on product pricing and volume demand from the
consolidation of finished lubricant marketers;
- the degree of competition resulting from lubricant additive industry over
capacity;
- 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 economic uncertainty and weak business environment within the
global economy;
- 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;
19
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
- the cost, availability and quality of raw materials, including
petroleum-based products;
- the cost and availability of energy, including natural gas and electricity;
- 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 risks 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.
20
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 uncertainty,
import and export limitations, and market risk related to changes in
interest rates 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 swaps and foreign currency forward 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 in the
major European currencies, the Japanese yen and certain Latin American
currencies. We do not hold derivatives for trading purposes.
Our primary interest rate exposures relate to our cash and short-term
investments, fixed and variable rate debt and interest rate swaps. The
calculation of potential loss in fair values is based on an immediate
change in the net present values of our interest rate-sensitive exposures
resulting from a 10% change in interest rates. The potential loss in cash
flows and income before tax is based on the change in the net interest
income/expense over a one-year period due to an immediate 10% change in
rates. A hypothetical 10% change in interest rates would have had a
favorable/unfavorable impact on fair values of $13.6 million, cash flows of
$.2 million and income before tax of $.2 million as of September 30, 2002
and $20.2 million, $1.0 million and $1.0 million as of December 31, 2001.
A quantitative and qualitative discussion about our market risk is
contained on page 23 of our 2001 Annual Report to our shareholders. Other
than the termination of our interest rate swaps agreements, there have been
no material changes in the market risks faced by us since December 31,
2001.
Item 4. Controls and Procedures
Within the 90 days prior to the date of this report, 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-14c). Based on that evaluation, our chief executive officer and chief
financial officer concluded that, as of the evaluation date, 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 have been no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation.
21
THE LUBRIZOL CORPORATION
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds
(c) On September 5, 2002, we issued 1,500 common shares 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 shares
to a consultant as partial payment for services rendered in accordance
with a consulting contract.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(10)(d)* The Lubrizol Corporation Excess Defined Benefit Plan, as
amended 9/23/02.
(10)(e)* The Lubrizol Corporation Excess Defined Contribution Plan,
as amended 9/23/02.
(10)(j)* The Lubrizol Corporation Officers' Supplemental Retirement
Plan, as amended 9/23/02.
* Indicates management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K:
During the quarter ended September 30, 2002, we filed a Current Report
on Form 8-K dated August 2, 2002, reporting under "Item 5 - Other
Events" our filing with the Securities and Exchange Commission sworn
statements by the Chief Executive Officer and Chief Financial Officer
pursuant to Section 21(a) of the Securities Exchange Act of 1934.
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: November 12, 2002
22
THE LUBRIZOL CORPORATION
Part II. Other Information
CERTIFICATIONS
I, William G. Bares, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Lubrizol
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ William G. Bares
--------------------------
William G. Bares
Chief Executive Officer
November 11, 2002
23
THE LUBRIZOL CORPORATION
Part II. Other Information
CERTIFICATIONS
I, Charles P. Cooley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Lubrizol
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ Charles P. Cooley
--------------------------------
Charles P. Cooley
Chief Financial Officer
November 11, 2002
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THE LUBRIZOL CORPORATION
Certification of Chief Executive Officer and Chief Financial Officer of
The Lubrizol Corporation Pursuant to 18 U.S.C. Section 1350
I certify that, to the best of my knowledge and belief, the Quarterly Report on
Form 10-Q of The Lubrizol Corporation for the period ending September 30, 2002:
(1) fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of The Lubrizol Corporation.
/s/ William G. Bares
-------------------------------
William G. Bares
Chief Executive Officer
November 11, 2002
I certify that, to the best of my knowledge and belief, the Quarterly Report on
Form 10-Q of The Lubrizol Corporation for the period ending September 30, 2002:
(1) fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of The Lubrizol Corporation.
/s/ Charles P. Cooley
---------------------------
Charles P. Cooley
Chief Financial Officer
November 11, 2002
25