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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, 2004
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, 2004: 51,734,424.
THE LUBRIZOL CORPORATION
Quarterly Report on Form 10-Q
Quarter Ended June 30, 2004
Table of Contents
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 29
Item 3 Quantitative and Qualitative Disclosures about Market Risk 48
Item 4 Controls and Procedures 49
PART II. OTHER INFORMATION
Item 2 Changes in Securities and Use of Proceeds 50
Item 4 Submission of Matters to a Vote of Security Holders 50
Item 6 Exhibits and Reports on Form 8-K 50
Signatures 51
2
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements
THE LUBRIZOL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Three Month Period Six Month Period
Ended June 30 Ended June 30
----------------------- ---------------------------
(In Millions Except Per Share Data) 2004 2003 2004 2003
- ----------------------------------- ----------------------- ---------------------------
Net sales $ 720.2 $ 514.3 $ 1,298.1 $ 1,021.3
Royalties and other revenues 1.3 0.4 2.1 1.6
--------- --------- ----------- -----------
Total revenues 721.5 514.7 1,300.2 1,022.9
Cost of sales 529.5 372.6 955.8 740.9
Selling and administrative expenses 70.2 50.2 122.0 101.0
Research, testing and development expenses 45.5 40.6 86.3 82.2
Amortization of intangible assets 4.5 1.2 6.4 2.3
Write-off of acquired in-process research
and development 35.0 35.0
Restructuring charge 8.0 3.5 8.0 7.0
--------- --------- ----------- -----------
Total costs and expenses 692.7 468.1 1,213.5 933.4
Other income (expense) - net (1.9) 1.1 2.4 2.0
Interest income 1.0 1.1 1.9 2.1
Interest expense (18.1) (6.2) (24.3) (12.1)
--------- --------- ----------- -----------
Income before income taxes 9.8 42.6 66.7 81.5
Provision for income taxes 5.9 13.2 25.2 26.1
--------- --------- ----------- -----------
Net income $ 3.9 $ 29.4 $ 41.5 $ 55.4
========= ========= =========== ===========
Net income per share $ 0.08 $ 0.57 $ 0.80 $ 1.07
========= ========= =========== ===========
Net income per share, diluted $ 0.08 $ 0.57 $ 0.80 $ 1.07
========= ========= =========== ===========
Dividends per share $ 0.26 $ 0.26 $ 0.52 $ 0.52
========= ========= =========== ===========
Weighted average common shares outstanding 51.9 51.7 51.8 51.7
Amounts shown are unaudited.
See accompanying notes to the financial statements.
3
THE LUBRIZOL CORPORATION
CONSOLIDATED BALANCE SHEETS
June 30 December 31
(In Millions of Dollars) 2004 2003
- ------------------------ ---------- ----------
ASSETS
Cash and short-term investments $ 227.3 $ 258.7
Receivables 589.7 324.6
Inventories:
Finished products 271.2 150.7
Products in process 71.4 62.3
Raw materials 132.9 78.9
Supplies and engine test parts 26.2 20.0
---------- ----------
501.7 311.9
---------- ----------
Other current assets 102.0 42.7
---------- ----------
Total current assets 1,420.7 937.9
Property and equipment - net 1,348.6 690.0
Goodwill 1,022.6 208.7
Intangible assets - net 591.0 62.4
Investments in non-consolidated companies 7.1 6.3
Other assets 37.3 37.0
---------- ----------
TOTAL $ 4,427.3 $ 1,942.3
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term debt and current portion of long-term debt $ 1,988.1 $ 2.9
Accounts payable 236.1 143.1
Accrued expenses and other current liabilities 320.0 153.5
---------- ----------
Total current liabilities 2,544.2 299.5
---------- ----------
Long-term debt 392.2 386.7
Postretirement health care obligations 103.0 98.4
Noncurrent liabilities 177.4 100.3
Deferred income taxes 184.3 52.8
---------- ----------
Total liabilities 3,401.1 937.7
---------- ----------
Minority interest in consolidated companies 52.1 51.3
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 - 51,734,424 shares as of June 30, 2004 after deducting
34,461,470 treasury shares, 51,588,190 shares as of December 31, 2003
after deducting 34,607,704 treasury shares 129.7 123.8
Retained earnings 893.5 865.5
Accumulated other comprehensive loss (49.1) (36.0)
---------- ----------
Total shareholders' equity 974.1 953.3
---------- ----------
TOTAL $ 4,427.3 $ 1,942.3
========== ==========
Amounts shown are unaudited.
See accompanying notes to the financial statements.
4
THE LUBRIZOL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Month Period
Ended June 30
-----------------------
(In Millions of Dollars) 2004 2003
- ------------------------ ---------- -------
Cash provided from (used for):
Operating activities:
Net income $ 41.5 $ 55.4
Adjustments to reconcile net income to cash provided
by operating activities:
Depreciation and amortization 60.9 48.8
Write-off of acquired in-process research and development 35.0
Deferred income taxes 1.2 1.3
Restructuring charge 1.6 3.3
Change in current assets and liabilities:
Receivables (77.0) (26.6)
Inventories (1.8) (20.2)
Accounts payable, accrued expenses and other
current liabilities 19.9 (18.8)
Other current assets (2.1) 1.2
Other items - net 17.0 0.1
---------- -------
Total operating activities 96.2 44.5
Investing activities:
Capital expenditures (42.2) (36.8)
Acquisitions, net of cash acquired (960.7)
Other - net 0.3
---------- -------
Total investing activities (1,002.9) (36.5)
Financing activities:
Short-term borrowings(repayments)- net 1,800.1 (4.2)
Long-term repayments (934.9) (0.2)
Long-term borrowings 25.0
Dividends paid (26.8) (26.7)
Stock options exercised 5.5 2.1
---------- -------
Total financing activities 868.9 (29.0)
Effect of exchange rate changes on cash 6.4 4.5
---------- -------
Net decrease in cash and short-term
investments (31.4) (16.5)
Cash and short-term investments at beginning of period 258.7 266.4
---------- -------
Cash and short-term investments at end of period $ 227.3 $ 249.9
========== =======
Amounts shown are unaudited.
See accompanying notes to the financial statements.
5
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals unless otherwise noted)
considered necessary for a fair presentation have been included. Operating
results for the three months and six months ended June 30, 2004 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2004.
The balance sheet at December 31, 2003 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements.
2. ACQUISITIONS
On June 3, 2004, the company consummated its acquisition of Noveon
International, Inc. (Noveon) for cash of $920.2 million plus transaction
costs of $10.5 million less certain seller expenses of $32.9 million and
less cash acquired of $103.0 million. In addition, the company assumed
$1,103.1 million of long-term indebtedness from Noveon. Noveon had 2003
revenues of $1,135.9 million. Similar to Lubrizol, Noveon is a global
producer and marketer of technologically advanced specialty materials and
chemicals used in a broad range of consumer and industrial applications.
Noveon's businesses include a number of industry-leading product
franchises marketed under some of the industry's most recognized brand
names. These global brands include Carbopol(R) acrylic thickeners for
personal care, TempRite(R) chlorinated polyvinyl chloride resins and
compounds, Estane(R) thermoplastic polyurethane and Hycar(R) reactive
liquid polymers for engineering adhesives and water-borne acrylic
emulsions for performance coatings. The acquisition of Noveon
significantly expands the company's products and technologies for the
global coatings and personal care markets.
The acquisition and related costs were financed with the proceeds of a
$2,450.0 million 364-day bridge credit facility (see Note 9). Shortly
after the acquisition, the company repaid substantially all of the assumed
long-term debt with proceeds of the temporary bridge loan. The temporary
bridge loan is expected to be replaced with the proceeds of permanent
financing to be obtained by the end of the third quarter of 2004 in the
form of a term loan, debt securities and an equity issuance. At June 30,
2004, there was $1,797.0 million outstanding on the temporary bridge loan.
The consolidated balance sheet of the company as of June 30, 2004 reflects
the acquisition of Noveon under the purchase method of accounting. Various
assets acquired and liabilities assumed, primarily working capital
accounts, of Noveon have been recorded at estimated fair values as
determined by the company's management based on the information currently
available. Appraisals of long-lived assets and identifiable intangible
assets, including an evaluation of in-process research and development
projects, are currently underway and will be completed at various times
within the next twelve months. In addition, the valuations of the
company's projected pension and other post-employment benefit obligations
are also in process and estimates have been reflected in the preliminary
allocation of purchase price. Such amounts are subject to adjustment based
on the completion of
6
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
the valuations and appraisals. Accordingly, the preliminary purchase price
allocation is subject to revision.
The purchase price includes the estimated fair value of research and
development projects totaling $35.0 million that, as of the acquisition
date, had not reached technological feasibility and had no alternative
future use. As a result, this amount was immediately expensed in the
consolidated statement of income in the second quarter of 2004. The
inventory step-up to fair value totaled $24.2 million and the company
expensed $4.9 million of the inventory step-up to cost of sales in the
second quarter of 2004. The company estimates that $4.9 million of
inventory step-up will be expensed to cost of sales in the third quarter
of 2004. As the remaining step-up relates to inventories accounted for on
the LIFO (last-in, first-out) method of accounting, the company does not
anticipate that additional amounts of the step-up will be expensed through
cost of sales in 2004.
The following unaudited pro forma data summarizes the results of
operations for the three-month and six-month periods ended June 30, 2004
and 2003 as if the Noveon acquisition had been completed as of the
beginning of the periods presented. The pro forma data gives effect to
actual operating results prior to the acquisition. Adjustments to cost of
sales for the inventory step-up charge, intangible asset amortization,
interest expense and income taxes related to the acquisition are reflected
in the pro forma data. In addition, the company has assumed the bridge
loan used to finance the acquisition at the beginning of the period was
replaced with long-term financing, consisting of both debt and equity, at
the end of the fourth month of the six-month periods ended June 30, 2004
and 2003. These pro forma amounts do not purport to be indicative of the
results that would have actually been obtained if the acquisition had
occurred as of the beginning of the periods presented or that may be
obtained in the future.
Three Month Period Six Month Period
Ended June 30 Ended June 30
------------------------ -------------------------
2004 2003 2004 2003
--------- --------- --------- ----------
Total revenues $ 939.0 $ 807.1 $ 1,837.9 $ 1,596.4
========= ========= ========= ==========
Income before cumulative
effect of change in
accounting principle $ 9.1 $ 0.0 $ 48.2 $ 27.4
========= ========= ========= ==========
Net income $ 9.1 $ 0.0 $ 48.2 $ 26.7
========= ========= ========= ==========
Income per share before
cumulative effect of
change in accounting
principle $ 0.18 $ 0.00 $ 0.85 $ 0.49
========= ========= ========= ==========
Income per share before
cumulative effect of
change in accounting
principle, diluted $ 0.17 $ 0.00 $ 0.85 $ 0.48
========= ========= ========= ==========
Net income per share $ 0.18 $ 0.00 $ 0.85 $ 0.47
========= ========= ========= ==========
Net income per share,
diluted $ 0.17 $ 0.00 $ 0.85 $ 0.47
========= ========= ========= ==========
7
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
In January 2004, the company completed the acquisition of the coatings
hyperdispersants business of Avecia for cash totaling $133.0 million. This
additives business is headquartered in Blackley, United Kingdom, and
develops, manufactures and markets high-value additives that are based on
polymeric dispersion technology and used in coatings and inks. These
products enrich and strengthen color while reducing production costs and
solvent emissions, and are marketed under the brand names Solsperse(TM),
Solplus(TM) and Solthix(TM). Historical annualized revenues of this
business are approximately $50.0 million. The company is currently in the
process of finalizing the allocation of the purchase price for the
hyperdispersants business purchased from Avecia, so it is possible the
amount of intangible asset amortization or the preliminary purchase price
allocation may change.
The fair value of assets acquired and liabilities assumed in 2004
acquisitions is as follows:
Fair Value of Assets Acquired in 2004
--------------------------------------------
Noveon Hyperdispersants Total
---------- ---------------- ----------
Receivables $ 186.1 $ 8.0 $ 194.1
Inventories 179.8 9.9 189.7
Other current assets 54.8 0.1 54.9
Property and equipment 664.5 5.4 669.9
Goodwill 738.7 74.8 813.5
Intangible assets 527.5 42.7 570.2
Other non-current assets 21.0 21.0
---------- ---------- ----------
Total Assets 2,372.4 140.9 2,513.3
Accounts payable 164.1 2.8 166.9
Accrued expenses 107.7 0.1 107.8
Current and long-term
debt 1,103.1 1,103.1
Noncurrent liabilities 202.7 5.0 207.7
---------- ---------- ----------
Total liabilities 1,577.6 7.9 1,585.5
---------- ---------- ----------
Increase in net assets
from acquisitions $ 794.8 $ 133.0 $ 927.8
========== ========== ==========
3. SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The accounting policies of Noveon are consistent, in general, with the
accounting policies of the company. However, two more policies are being
described due to their increased significance: acquired in-process
research and development (IPR&D) and debt issuance costs.
ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT
Costs to acquire IPR&D projects that have no alternative future use and
that have not reached technological feasibility at the date of acquisition
are expensed upon acquisition (see Note 2).
8
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
DEBT ISSUANCE COSTS
Costs incurred with the issuance of debt and credit facilities are
capitalized and amortized over the life of the associated debt using the
effective interest method of amortization. In June 2004, the company
financed the Noveon acquisition with a bridge facility. Fees associated
with the bridge facility were capitalized and are being amortized over the
bridge financing period. A total of $11.2 million was incurred in bridge
facility fees in June 2004 and these fees are being expensed ratably
through September 2004 when a long-term financing arrangement is expected
to be completed.
NET INCOME PER SHARE
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
-------------------------- --------------------------
2004 2003 2004 2003
--------- --------- --------- ---------
Numerator:
Net income $ 3.9 $ 29.4 $ 41.5 $ 55.4
========= ========= ========= =========
Denominator:
Weighted average common
shares outstanding 51.9 51.7 51.8 51.7
Dilutive effect of stock
options and awards 0.3 0.2 0.3 0.1
--------- --------- --------- ---------
Denominator for net income
per share, diluted 52.2 51.9 52.1 51.8
========= ========= ========= =========
Net income per share $ 0.08 $ 0.57 $ 0.80 $ 1.07
========= ========= ========= =========
Net income per share, diluted $ 0.08 $ 0.57 $ 0.80 $ 1.07
========= ========= ========= =========
Weighted average shares issuable upon the exercise of stock options that
were excluded from the diluted earnings per share calculations because
they were antidilutive for the three-month and six-month periods ended
June 30, 2004 were 1.7 million and 1.8 million, respectively, and for the
three-month and six-month periods ended June 30, 2003 were 2.1 million and
3.0 million, respectively.
9
\
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
STOCK-BASED COMPENSATION
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 per share if the company had applied the fair value recognition
provisions of Statement of Financial Accounting Standard No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123), to stock-based
employee compensation.
Three-Month Period Six-Month Period
Ended June 30 Ended June 30
-------- --------- --------- ---------
2004 2003 2004 2003
-------- --------- --------- ---------
Reported net income $ 3.9 $ 29.4 $ 41.5 $ 55.4
Plus: Stock-based employee
compensation (net of tax)
included in net income 0.8 0.2 0.9 0.4
Less: Stock-based employee
compensation (net of tax)
using the fair value method (1.4) (1.4) (2.4) (2.8)
-------- --------- --------- ---------
Pro forma net income $ 3.3 $ 28.2 $ 40.0 $ 53.0
======== ========= ========= =========
Reported net income per share $ 0.08 $ 0.57 $ 0.80 $ 1.07
======== ========= ========= =========
Pro forma net income per share $ 0.06 $ 0.55 $ 0.77 $ 1.03
======== ========= ========= =========
Reported net income per share,
diluted $ 0.08 $ 0.57 $ 0.80 $ 1.07
======== ========= ========= =========
Pro forma net income per share,
diluted $ 0.06 $ 0.54 $ 0.77 $ 1.02
======== ========= ========= =========
MEDICARE PRESCRIPTION DRUG IMPROVEMENT AND MODERNIZATION ACT
In December 2003, the Medicare Prescription Drug, Improvement and
Modernization Act was enacted, which introduced a Medicare prescription
drug benefit and a federal subsidy to sponsors of retiree health-care
plans that provide a benefit at least actuarially equivalent to the
Medicare benefit. In accordance with the Financial Accounting Standards
Board (FASB) Staff Position (FSP) SFAS 106-2, "Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003," the company has elected to defer recognition
of the effects of the new Medicare Act. The accumulated postretirement
benefit obligation and net periodic postretirement benefit cost do not
reflect the provisions of the Act. The company estimates the annual cash
flows from the federal subsidy to be in the range of $0.6 million to $0.8
million, beginning in 2006. The company has not yet determined the income
statement effect.
10
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
4. COMPREHENSIVE INCOME
Total comprehensive income for the three-month and six-month periods ended
June 30, 2004 and 2003 is comprised as follows:
Three-Month Period Six-Month Period
Ended June 30 Ended June 30
--------------------- ---------------------
2004 2003 2004 2003
------- ------- ------- -------
Net income $ 3.9 $ 29.4 $ 41.5 $ 55.4
Foreign currency translation
adjustment (17.5) 18.7 (18.5) 19.6
Pension plan minimum liability (.3)
Treasury rate locks 8.0 8.0
Unrealized gains (losses)
natural gas hedges (0.5) (0.2) (0.5)
Unrealized gains (losses)
interest rate swaps (1.7) 0.3 (2.1) 0.6
------- ------- ------- -------
Total comprehensive income (loss) $ (7.3) $ 47.9 $ 28.4 $ 75.1
======= ======= ======= =======
5. SEGMENT REPORTING
Beginning in the second quarter of 2004, the company reorganized as a
result of the Noveon acquisition into two operating segments: lubricant
additives and specialty chemicals. The lubricant additives segment, also
referred to as Lubrizol Additives, comprises approximately 55% of the
company's annualized consolidated revenues and is comprised of the
company's previous businesses in fluid technologies for transportation,
advanced fluid systems, emulsified products and the former industrial
additives product group of fluid technologies for industry. The specialty
chemicals segment, also referred to as the Noveon segment, comprises
approximately 45% of the company's annualized consolidated revenues and is
comprised of the businesses of the acquired Noveon International and the
former performance chemicals group of fluid technologies for industry.
Lubricant additives consists of three product lines: engine additives;
specialty driveline and industrial additives; and services and equipment.
Engine additives is comprised of additives for lubricating engine oils,
such as for gasoline, diesel, marine and stationary gas engines and
additive components, additives for fuel products and refinery and oil
field chemicals and PuriNOx((TM)) low-emissions diesel fuel. In addition,
this segment sells additive components and viscosity improvers within its
lubricant and fuel additives product lines. Driveline and industrial
additives is comprised of additives for driveline oils, such as automatic
transmission fluids, gear oils and tractor lubricants and industrial
additives, such as additives for hydraulic, grease and metalworking
fluids, as well as compressor lubricants. Services and equipment is
comprised of outsourcing strategies for supply chain and knowledge center
management, fluid metering devices, particulate emission trap devices and
FluiPak((TM)) sensor systems. The company's lubricant additives product
lines are generally produced in shared manufacturing facilities and sold
largely to a common customer base.
The specialty chemicals segment consists of consumer specialties,
specialty materials and performance coatings product lines. The consumer
specialties product line is characterized by global production of acrylic
thickeners, specialty monomers, film formers, fixatives, emollients,
silicones, surfactants, botanicals, active pharmaceutical ingredients and
intermediates, process chemicals, benzoate preservatives, fragrances,
defoamers, synthetic food dyes and natural colorants. The company markets
11
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
products in the consumer specialties product line to the following primary
end-use industries: personal care, pharmaceuticals, textiles and food and
beverage. The consumer specialties products are sold to customers
worldwide and these customers include major manufacturers of cosmetics,
personal care products, water soluble polymers, household products, soft
drinks and food products. The specialty materials product line is
characterized as the largest global supplier of chlorinated polyvinyl
chloride (CPVC) resins and compounds and reactive liquid polymers (RLP),
and as a leading North American producer of rubber and lubricant
antioxidants and rubber accelerators. The specialty materials product line
is also a leading producer of thermoplastic polyurethane (TPU) and
cross-linked polyethylene compounds (PEX). The company markets products of
specialty materials through the primary product categories of specialty
plastics and polymer additives. Specialty materials products are sold to a
diverse customer base comprised of major manufacturers in the
construction, automotive, telecommunications, electronics, recreation and
aerospace industries. The performance coatings product line includes
high-performance polymers for specialty paper, printing and packaging,
industrial and architectural specialty coatings and textile applications.
The company markets the performance coatings products through the primary
product categories of performance polymers and coatings and textile
performance chemicals. Performance coatings products serve major companies
in the specialty paper, printing and packaging, paint and coatings, and
textile industries.
The company primarily evaluates performance and allocates resources based
on segment operating income, defined as revenues less expenses
identifiable to the product lines included within each segment, as well as
projected future returns. The company has reclassified certain
administrative expenses that were previously deducted in arriving at
segment operating income and are now classified as unallocated corporate
expenses. Segment operating income will reconcile to consolidated income
before tax by deducting the write-off of acquired IPR&D projects,
restructuring charges, net interest expense, corporate expenses and
corporate other income (expense) that are not directly attributable to the
operating segments.
The following table presents a summary of the company's segments for the
three-month and six-month periods ended June 30, 2004 and 2003 based on
the current reporting structure. Current year and prior year amounts have
been restated to reflect the new reporting classifications of products
between the two operating segments and the new definition of segment
operating income.
12
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
Three-Month Period Six-Month Period
Ended June 30 Ended June 30
---------------------- --------------------------
2004 2003 2004 2003
-------- -------- ---------- ----------
Revenues from external
customers:
Lubricant additives $ 522.1 $ 453.3 $ 1,013.3 $ 903.2
Specialty chemicals 199.4 61.4 286.9 119.7
-------- -------- ---------- ----------
Total revenues $ 721.5 $ 514.7 $ 1,300.2 $ 1,022.9
======== ======== ========== ==========
Segment operating income (loss):
Lubricant additives $ 72.8 $ 58.6 $ 135.5 $ 114.2
Specialty chemicals 11.4 .6 16.4 1.4
-------- -------- ---------- ----------
Segment operating
income 84.2 59.2 151.9 115.6
Corporate expenses (12.3) (10.1) (21.6) (20.4)
Corporate other income
(expense) (2.0) 2.1 1.8 3.3
Write-off of acquired
in-process research
and development (35.0) (35.0)
Restructuring charges (8.0) (3.5) (8.0) (7.0)
Interest expense - net (17.1) (5.1) (22.4) (10.0)
-------- -------- ---------- ----------
Income before income taxes $ 9.8 $ 42.6 $ 66.7 $ 81.5
======== ======== ========== ==========
As of As of
June 30, 2004 December 31, 2003
--------------- -----------------
Segment total assets:
Lubricant additives $ 1,460.8 $ 1,168.1
Specialty chemicals 2,632.1 403.6
---------- ----------
Total segment assets 4,092.9 1,571.7
Corporate assets 334.4 370.6
---------- ----------
Total consolidated assets $ 4,427.3 $ 1,942.3
========== ==========
13
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
6. GOODWILL AND INTANGIBLE ASSETS
The major components of the company's identifiable intangible assets are
technology, land use rights, non-compete agreements, distributor networks,
trademarks, customer lists and patents. Excluding the non-amortized
trademarks, which are indefinite and will not be amortized, the intangible
assets are amortized over the lives of the agreements or other periods of
value, which range between five and forty years. The following table shows
the components of the company's identifiable intangible assets as of June
30, 2004 and December 31, 2003.
As of June 30, 2004 As of December 31, 2003
------------------------- ------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
-------- ------------ -------- ------------
Amortized intangible assets:
Customer lists $ 253.7 $ 1.6
Technology 178.7 20.7 $ 38.7 $ 18.3
Trademarks 87.2 1.8 2.2 1.1
Patents 12.6 0.8 1.0 0.3
Non-compete agreements 9.4 2.8 6.9 2.0
Land use rights 7.1 0.7 7.1 0.6
Distributor networks 3.4 0.3 3.3 0.3
Other 10.7 0.6 10.6 0.4
-------- ------- ------- -------
Total amortized
intangible assets 562.8 29.3 69.8 23.0
Non-amortized trademarks 57.5 15.6
-------- ------- ------- -------
Total $ 620.3 $ 29.3 $ 85.4 $ 23.0
======== ======= ======= =======
The fair value of intangible assets acquired in acquisitions during 2004
as of the acquisition date is shown below by major asset class. The
intangible assets will be amortized over periods ranging from three to
twenty years. The company is currently in the process of finalizing the
allocation of the purchase price for the Noveon acquisition and the
hyperdispersants business purchased from Avecia, so it is possible the
amount of amortization or the purchase price allocation may change.
Fair Value of Assets Acquired in 2004
----------------------------------------
Noveon Hyperdispersants Total
-------- ---------------- --------
Amortized intangible assets:
Customer lists $ 230.0 $ 24.0 $ 254.0
Technology 140.0 140.0
Trademarks 85.0 85.0
Acquired in-process
research and development 35.0 35.0
Patents 11.6 11.6
Non-compete agreements 2.5 2.5
Other 0.1 0.1
-------- -------- --------
Total amortized
Intangible assets 492.5 35.7 528.2
Non-amortized trademarks 35.0 7.0 42.0
-------- -------- --------
Total $ 527.5 $ 42.7 $ 570.2
======== ======== ========
14
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
Based on current estimates of the fair value of intangible assets for
recent acquisitions, annual intangible amortization expense for the next
five years will approximate $25.4 million in 2004, $37.4 million in 2005,
$37.0 million in 2006, $35.5 million in 2007 and $8.5 million in 2008.
The carrying amount of goodwill by reporting segment is as follows:
Lubricant Specialty
Additives Chemicals Total
--------- --------- ----------
Balance, December 31, 2002 $ 95.8 $ 72.6 $ 168.4
Goodwill acquired 36.2 36.2
Translation and other adjustments 3.5 0.6 4.1
--------- --------- ----------
Balance, December 31, 2003 99.3 109.4 208.7
Goodwill acquired 813.1 813.1
Translation and other adjustments (0.4) 1.2 .8
--------- --------- ----------
Balance, June 30, 2004 $ 98.9 $ 923.7 $ 1,022.6
========= ========= ==========
7. PENSION AND POSTRETIREMENT BENEFITS
The components of net periodic pension cost and post-employment benefits
costs consisted of the following:
Three-Month Period Six-Month Period
Ended June 30 Ended June 30
------------------- ---------------------
2004 2003 2004 2003
------ ------ ------- -------
Pension Benefits:
Service cost - benefits earned
during period $ 5.2 $ 3.6 $ 8.7 $ 7.2
Interest cost on projected
benefit obligation 8.1 5.6 12.9 11.2
Expected return on plan assets (7.9) (6.6) (13.2) (13.2)
Amortization of prior service
costs 0.6 0.8 1.0 1.6
Amortization of initial net
asset obligation (0.2) (0.2) (0.4) (0.4)
Settlements (gain) loss 0.1 0.2
Recognized net actuarial
(gain)loss 1.5 0.2 1.8 0.4
------ ------ ------- -------
Net periodic pension cost $ 7.3 $ 3.5 $ 10.8 $ 7.0
====== ====== ======= =======
Other Benefits:
Service cost - benefits earned
during period $ 0.7 $ 0.5 $ 1.3 $ 1.0
Interest cost on projected
benefit obligation 1.8 1.7 3.5 3.4
Amortization of prior service
costs (1.5) (1.4) (3.1) (2.8)
Recognized net actuarial
(gain)loss 0.6 0.6 1.3 1.2
------ ------ ------- -------
Net periodic benefit cost $ 1.6 $ 1.4 $ 3.0 $ 2.8
====== ====== ======= =======
15
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
Expected employer contributions for pension benefits in 2004 consist of
$10.5 million to the United States qualified plans including Noveon, $2.5
million to the United States non-qualified plan and a range of $5.0
million to $6.0 million for the United Kingdom plan. The expected
contribution to the non-qualified U.S. plan, which is unfunded, represents
an actuarial estimate of future assumed payments based on historic
retirement and payment patterns. Actual amounts to be paid could differ
from this estimate. Cash payments to the U.K. plan were $1.7 million for
the second quarter of 2004 and $2.5 million for the first six months of
2004. No cash payments were made to the U.S. plans in 2004.
The company anticipates recording an estimated $6.0 million settlement
charge for the U.S. pension plans in the third quarter of 2004 associated
with workforce reductions announced in June 2004.
8. RESTRUCTURING CHARGE
In June 2004, the company recorded a restructuring charge of $8.0 million,
or $0.10 per share, related to workforce reductions and asset impairments
as a result of the Noveon acquisition. The reductions are estimated to
result in annual pre-tax savings of approximately $16.0 million.
The restructuring charge consisted of $6.4 million for workforce
reductions and a write-off of $1.6 million of impaired assets related to
PuriNOx(TM) technology. The company eliminated 95 positions, primarily at
the company's Wickliffe, Ohio headquarters. These reductions are expected
to be completed by the end of the third quarter in 2004. Cash expenditures
through June 30, 2004 were $1.3 million, with a remaining accrued
liability of $5.1 million at June 30, 2004 relating to employee severance
costs.
The second-half 2004 pre-tax restructuring charge will include an
estimated $6.0 million non-cash pension benefit settlement charge and the
remainder of the employee severance costs associated with the workforce
reductions, approximating $3.0 million.
At December 31, 2003, there was a liability recorded of $12.4 million,
primarily related to the 2003 workforce reductions in the United States
that occurred in November 2003. Cash expenditures were $0.4 million for
the second quarter of 2004 and $11.8 million for the first six months of
2004. An accrued liability of $0.6 million remains at June 30, 2004.
The following table shows the reconciliation of the June 30, 2004
liability.
Three-Month Period Six-Month Period
Ended June 30, 2004 Ended June 30, 2004
------------------- -------------------
Beginning balance $ 1.0 $ 12.4
Restructuring charge 8.0 8.0
Less cash paid (1.7) (13.1)
Less asset impairments (1.6) (1.6)
------ -------
Balance, June 30, 2004 $ 5.7 $ 5.7
====== =======
16
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
9. DEBT AND FINANCIAL INSTRUMENTS
As of As of
June 30, 2004 December 31, 2003
------------- -----------------
Short-term debt consists of:
Short-term debt expected to be refinanced:
Borrowings under bridge credit facilities $ 1,797.0
Seller notes, at 13% 186.4
Yen denominated, at weighted-average rates
of .7% and .8% 4.6 $ 2.8
Current portion of long-term debt 0.1 0.1
---------- --------
Total $ 1,988.1 $ 2.9
========== ========
Long-term debt consists of:
Borrowings under revolving credit
facilities $ 75.0
5.875% notes, due 2008, including remaining
unamortized gain on termination of swaps
of $12.1 and $13.4 212.1 $ 213.4
7.25% debentures, due 2025 100.0 100.0
Debt supported by long-term banking
arrangements:
Commercial paper at a weighted-average
rate of 1.1% 50.0
Marine terminal refunding revenue bonds,
at 1.3%, due 2018 18.4
Other 5.2 5.0
---------- --------
392.3 386.8
Less current portion 0.1 0.1
---------- --------
Total $ 392.2 $ 386.7
========== ========
Amounts due on total debt are $191.1 million in 2004, $1,797.1 million in
2005, $79.7 million in 2006, $0.1 million in 2007, $212.3 million in 2008
and $100.0 million thereafter. While the company intends to refinance the
bridge loan in 2004, the bridge loan is not due and payable until May
2005.
In May 2004, the company obtained a 364-day credit facility of $2,450.0
million for the purpose of bridge financing the Noveon acquisition (see
Note 2). This credit facility enables the company to borrow at or below
the U.S. prime rate. In June 2004, the company borrowed $1,797.0 million
to finance the Noveon acquisition and repay a portion of the assumed
Noveon debt. In addition, in July 2004, the company borrowed $175.0
million to repay the outstanding seller notes also assumed as part of the
Noveon acquisition. The seller notes were classified as short-term debt as
they were paid with proceeds of the bridge financing in July 2004. The
company plans to replace the bridge credit facility with permanent
financing in the near-term. The permanent financing is expected to include
the issuance of approximately $425.0 million in new common equity,
$1,100.0 million in unsecured public bonds, with the remainder being
financed through bank loans.
As of June 30, 2004, the company had a committed revolving credit facility
of $350.0 million that expires on July 17, 2006. This facility permits the
company to borrow at or below the United States prime rate. As of June 30,
2004, there were outstanding borrowings under these facilities of $75.0
million, the proceeds of which were used to fund the repayment of
previously outstanding commercial paper and marine terminal bonds, and
liabilities associated with the termination of various floating-to-fixed
rate swaps. In
17
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
addition, prior to the closing of the Noveon acquisition, the company
obtained an amendment to this facility to revise the financial covenant
restrictions until September 30, 2004. This facility also permits the
company to refinance beyond one year $350.0 million of debt which by its
terms is due within one year. As a result, the company had classified as
long-term, at December 31, 2003, both the portion of commercial paper
borrowings then expected to remain outstanding throughout the following
year and the amount due under the marine terminal refunding revenue bonds,
whose bondholders had the right to put the bonds back to the company.
In January 2004, the company obtained a revolving credit facility of euro
50 million for the purpose of financing acquisitions. On June 30, 2004,
the company repaid the outstanding euro 43.0 million borrowed under this
facility in January 2004 to finance a portion of the hyperdispersants
acquisition. The company cancelled this credit facility effective June 30,
2004.
In May 2000, the company borrowed $18.4 million through the issuance of
marine terminal refunding revenue bonds, the proceeds of which were used
to repay previously issued marine terminal refunding revenue bonds. The
bonds had a stated maturity of July 1, 2018; however, the company called
the bonds, at par, effective June 1, 2004.
In July 2002, the company terminated its interest rate swap agreements
expiring December 2008, which converted fixed rate interest on $100.0
million of its 5.875% debentures to a variable rate. In terminating the
swaps, the company received cash of $18.1 million, which is being
amortized as a reduction of interest expense through December 1, 2008, the
due date of the underlying debt. 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 income at the time of such
extinguishment. In 2002, 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 remaining
unrealized gain is $12.1 million and $13.4 million at June 30, 2004 and
December 31, 2003, respectively.
In June 2004, the company entered into interest rate swap agreements that
effectively convert the interest on $200.0 million of outstanding 5.875%
notes due 2008 to a variable rate of six-month LIBOR plus 111 basis
points. These swaps are designated as fair value hedges of underlying
fixed rate debt obligations and are recorded as an increase in noncurrent
assets and long-term debt. These interest rate swaps qualify for the
short-cut method for assessing hedge effectiveness per SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." The
change in fair value of the interest rate swaps at June 30, 2004 was $1.4
million.
The company also has an interest rate swap agreement that expires in
October 2006 that exchanges variable rate interest obligations on a
notional principal amount of Japanese yen 500 million for a fixed rate of
2.0%. This interest rate swap is designated as a cash flow hedge.
18
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
After the announcement of the Noveon acquisition, the company's long-term
debt and commercial paper credit ratings were reduced. The credit rating
change eliminated the company's access to the commercial paper market. As
a result, in April 2004, the company terminated its interest rate swap
agreements expiring in March 2005, which exchanged variable rate interest
obligations on a notional principal amount of $50.0 million for a fixed
rate of 7.6%. The termination of the swap agreements resulted in a $2.9
million pre-tax charge recognized in the second quarter 2004.
In June 2004, the company entered into several Treasury rate lock
agreements with an aggregate notional principal amount of $900.0 million,
all maturing September 30, 2004, whereby the company has locked in
Treasury rates relating to a portion of its anticipated $1,100.0 million
public bond issuance. These rate locks are designated as cash flow hedges
of the forecasted semi-annual interest payments associated with the
expected debt issuance. Accordingly, the change in fair value of these
contracts of $12.2 million ($8.0 million net of tax) was recorded in other
comprehensive income at June 30, 2004.
10. CONTINGENCIES
The company has numerous purchase commitments for materials, supplies and
energy in the ordinary course of business. The company has numerous sales
commitments for product supply contracts in the ordinary course of
business.
GENERAL. There are pending or threatened claims, lawsuits and
administrative proceedings against the company or its subsidiaries, all
arising from the ordinary course of business with respect to commercial,
product liability and environmental matters, which seek remedies or
damages. The company believes that any liability that may finally be
determined with respect to commercial and product liability claims should
not have a material adverse effect on the company's consolidated financial
position, results of operations or cash flows. From time to time, the
company is also involved in legal proceedings as a plaintiff involving
contract, patent protection, environmental and other matters. Gain
contingencies, if any, are recognized when they are realized.
ENVIRONMENTAL. The company and its subsidiaries are generators of both
hazardous and non-hazardous wastes, the treatment, storage, transportation
and disposal of which are regulated by various laws and governmental
regulations. Although the company believes past operations were in
substantial compliance with the then-applicable regulations, either the
company or the predecessor company of Noveon, Performance Materials
Segment of Goodrich, have been designated as a potentially responsible
party (PRP) by the U.S. Environmental Protection Agency (EPA), or similar
state agencies, in connection with several disposal sites. These laws and
regulations, including the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 and similar state laws, generally
impose liability for costs to investigate and remediate contamination
without regard to fault and under certain circumstances liability may be
joint and several resulting in one responsible party being held
responsible for the entire obligation. Liability may also include damages
to natural resources.
The company initiates corrective and/or preventive environmental projects
to ensure environmental compliance and safe and lawful activities at its
current operations. The company also conducts a compliance and management
systems audit program.
19
THE LUBRIZOL CORPORATION
Notes to Consolidated Financial Statements
Amounts in millions (except per share data)
June 30, 2004
The company's environmental engineers and consultants review and monitor
environmental issues at past and existing operating sites, as well as
off-site disposal sites at which the company has been identified as a PRP.
This process includes investigation and remedial action selection and
implementation, as well as negotiations with other PRPs and governmental
agencies. Our estimates of environmental liabilities are based on the
results of this process.
The company's environmental reserves totaled $30.6 million at June 30,
2004 and $9.8 million at December 31, 2003. Of these amounts, $3.7 million
and $1.2 million were included in current liabilities at June 30, 2004 and
December 31, 2003, respectively.
The increase in the company's environmental reserves at June 30, 2004
compared with December 31, 2003, primarily was due to the Noveon
acquisition. The company's June 30, 2004 balance sheet includes
liabilities, measured on an undiscounted basis, of $19.4 million to cover
future environmental expenditures either payable by Noveon or
indemnifiable by Goodrich. Accordingly, the current portion of the
environmental obligations of $1.2 million is recorded in accrued expenses
and $1.4 million of the recovery due from Goodrich is recorded in accounts
receivable. Non-current liabilities include $18.2 million and other
non-current assets include $6.7 million reflecting the recovery due from
Goodrich.
Goodrich provided Noveon with an indemnity for various environmental
liabilities. The company estimates Goodrich's share of such currently
identified liabilities under the indemnity, which extends to 2011, to be
about $8.1 million. In addition to Goodrich's indemnity, several other
indemnities from third parties such as past owners relate to specific
environmental liabilities. Goodrich and other third party indemnitors are
currently indemnifying Noveon for several environmental remediation
projects. Goodrich's share of all of these liabilities may increase to the
extent such third parties fail to honor their indemnity obligations
through 2011.
The company believes that its environmental accruals are adequate based on
currently available information. The company believes that it is
reasonably possible that additional costs may be incurred beyond the
amounts accrued as a result of new information, newly discovered
conditions or a change in the law. Additionally, as the indemnification
from Goodrich extends through 2011, changes in assumptions regarding when
costs will be incurred may result in additional expenses to the company.
However, the additional costs, if any, cannot currently be estimated.
11. GUARANTOR AND NON-GUARANTOR SUBSIDIARY INFORMATION
The repayment of the debt securities is expected to be unconditionally
guaranteed on a joint and several basis by the company and its direct and
indirect, 100 percent-owned, domestic subsidiaries. The following
supplemental consolidating condensed financial information presents the
balance sheets of the company as of June 30, 2004 and December 31, 2003
and its statements of income for the three-month and six-month periods
ended June 30, 2004 and 2003 and its statements of cash flows for the
six-month periods ended June 30, 2004 and 2003.
20
THE LUBRIZOL CORPORATION
Notes to Consolidated Finance Statements
Amounts in millions (except per share data)
June 30, 2004
Condensed Consolidating Statement of Income
Three-Month Period Ended June 30, 2004
--------------------------------------------------------------------------
Parent Subsidiary Other Total
Company Guarantors Subsidiaries Eliminations Consolidated
-------- ---------- ------------ ------------ ------------
Net sales $ 319.0 $ 135.8 $ 368.7 $ (103.3) $ 720.2
Royalties and other revenues 0.9 0.4 1.3
-------- -------- -------- -------- --------
Total revenues 319.9 136.2 368.7 (103.3) 721.5
-------- -------- -------- -------- --------
Cost of sales 234.9 108.7 289.2 (103.3) 529.5
Selling and administrative
expenses 40.2 10.8 19.2 70.2
Research, testing and
development expenses 27.7 5.6 12.2 45.5
Amortization of intangible
assets 0.5 3.0 1.0 4.5
Write-off of acquired in-process
research and development 35.0 35.0
Restructuring charge 5.7 0.6 1.7 8.0
-------- -------- -------- -------- --------
Total cost and expenses 309.0 163.7 323.3 (103.3) 692.7
Other income (expense) - net 7.0 3.7 (11.7) (0.9) (1.9)
Interest income (expense) - net (14.0) (3.3) 0.2 (17.1)
Equity in income of subsidiaries 1.4 6.8 (8.2)
-------- -------- -------- -------- --------
Income (loss) before income taxes 5.3 (20.3) 33.9 (9.1) 9.8
Provision for (benefit from)
income taxes 1.5 (3.8) 8.2 5.9
-------- -------- -------- -------- --------
Net income (loss) $ 3.8 $ (16.5) $ 25.7 $ (9.1) $ 3.9
======== ======== ======== ======== ========
21
THE LUBRIZOL CORPORATION
Notes to Consolidated Finance Statements
Amounts in millions (except per share data)
June 30, 2004
Condensed Consolidating Statement of Income
Six-Month Period Ended June 30, 2004
------------------------------------------------------------------------------------
Parent Subsidiary Other Total
Company Guarantors Subsidiaries Eliminations Consolidated
---------- ---------- ------------ ------------ ------------
Net sales $ 615.8 $ 198.4 $ 682.1 $ (198.2) $ 1,298.1
Royalties and other revenues 1.6 0.4 0.1 2.1
---------- ---------- ---------- ---------- ----------
Total revenues 617.4 198.8 682.2 (198.2) 1,300.2
---------- ---------- ---------- ---------- ----------
Cost of sales 452.4 156.5 545.1 (198.2) 955.8
Selling and administrative
expenses 72.8 16.6 32.6 122.0
Research, testing and
development expenses 55.2 7.1 24.0 86.3
Amortization of intangible
assets 1.5 3.6 1.3 6.4
Write-off of acquired in-process
research and development 35.0 35.0
Restructuring charge 5.7 0.6 1.7 8.0
---------- ---------- ---------- ---------- ----------
Total cost and expenses 587.6 219.4 604.7 (198.2) 1,213.5
Other income (expense) - net 19.9 6.8 (23.0) (1.3) 2.4
Interest income (expense) - net (19.6) (3.3) 0.5 (22.4)
Equity in income of subsidiaries 21.4 8.4 (29.8)
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes 51.5 (8.7) 55.0 (31.1) 66.7
Provision for (benefit from)
income taxes 10.0 (0.2) 15.4 25.2
---------- ---------- ---------- ---------- ----------
Net income (loss) $ 41.5 $ (8.5) $ 39.6 $ (31.1) $ 41.5
========== ========== ========== ========== ==========
22
THE LUBRIZOL CORPORATION
Notes to Consolidated Finance Statements
Amounts in millions (except per share data)
June 30, 2004
Condensed Consolidating Statement of Income
Three-Month Period Ended June 30, 2003
-----------------------------------------------------------------------------
Parent Subsidiary Other Total
Company Guarantors Subsidiaries Eliminations Consolidated
---------- ---------- ------------ ------------ ------------
Net sales $ 277.4 $ 49.7 $ 279.0 $ (91.8) $ 514.3
Royalties and other revenues 0.7 0.1 (0.4) 0.4
---------- ---------- ---------- ---------- ----------
Total revenues 278.1 49.8 278.6 (91.8) 514.7
---------- ---------- ---------- ---------- ----------
Cost of sales 198.4 41.3 222.8 (89.9) 372.6
Selling and administrative
expenses 33.9 5.4 10.9 50.2
Research, testing and
development expenses 28.7 1.6 10.3 40.6
Amortization of intangible
assets 0.7 0.4 0.1 1.2
Restructuring charge 3.5 3.5
---------- ---------- ---------- ---------- ----------
Total cost and expenses 261.7 48.7 247.6 (89.9) 468.1
Other income (expense) - net 4.6 6.1 (9.8) 0.2 1.1
Interest income (expense) - net (5.4) 0.3 (5.1)
Equity in income of subsidiaries 19.7 3.4 (23.1)
---------- ---------- ---------- ---------- ----------
Income before income taxes 35.3 10.6 21.5 (24.8) 42.6
Provision for income taxes 4.7 2.6 6.5 (0.6) 13.2
---------- ---------- ---------- ---------- ----------
Net income $ 30.6 $ 8.0 $ 15.0 $ (24.2) $ 29.4
========== ========== ========== ========== ==========
23
THE LUBRIZOL CORPORATION
Notes to Consolidated Finance Statements
Amounts in millions (except per share data)
June 30, 2004
Condensed Consolidating Statement of Income
Six-Month Period Ended June 30, 2003
------------------------------------------------------------------------------
Parent Subsidiary Other Total
Company Guarantors Subsidiaries Eliminations Consolidated
---------- ---------- ------------ ------------ ------------
Net sales $ 534.5 $ 97.0 $ 557.4 $ (167.6) $ 1,021.3
Royalties and other revenues 1.4 0.2 1.6
---------- ---------- ---------- ---------- ----------
Total revenues 535.9 97.2 557.4 (167.6) 1,022.9
---------- ---------- ---------- ---------- ----------
Cost of sales 388.8 77.5 443.2 (168.6) 740.9
Selling and administrative
expenses 68.2 11.0 21.8 101.0
Research, testing and
development expenses 57.5 3.0 21.7 82.2
Amortization of intangible
assets 1.4 0.8 0.1 2.3
Restructuring charge 7.0 7.0
---------- ---------- ---------- ---------- ----------
Total cost and expenses 515.9 92.3 493.8 (168.6) 933.4
Other income (expense) - net 9.5 9.6 (16.6) (0.5) 2.0
Interest income (expense) - net (10.8) 0.8 (10.0)
Equity in income of subsidiaries 41.3 5.2 (46.5)
---------- ---------- ---------- ---------- ----------
Income before income taxes 60.0 19.7 47.8 (46.0) 81.5
Provision for income taxes 5.3 5.0 15.4 0.4 26.1
---------- ---------- ---------- ---------- ----------
Net income $ 54.7 $ 14.7 $ 32.4 $ (46.4) $ 55.4
========== ========== ========== ========== ==========
24
THE LUBRIZOL CORPORATION
Notes to Consolidated Finance Statements
Amounts in millions (except per share data)
June 30, 2004
Condensed Consolidating Balance Sheet
June 30, 2004
-------------------------------------------------------------------------
Parent Subsidiary Other Total
Company Guarantors Subsidiaries Eliminations Consolidated
---------- ---------- ------------ ------------ ------------
ASSETS
Cash and short-term investments $ 34.4 $ 6.2 $ 186.7 $ 227.3
Receivables 138.1 146.3 305.3 589.7
Inventories 84.8 162.5 283.2 $ (28.8) 501.7
Other current assets 31.2 51.1 10.6 9.1 102.0
---------- ---------- ---------- ---------- ----------
Total current assets 288.5 366.1 785.8 (19.7) 1,420.7
---------- ---------- ---------- ---------- ----------
Property and equipment-at cost 1,180.5 548.2 926.6 2,655.3
Less accumulated depreciation 777.4 21.2 508.1 1,306.7
---------- ---------- ---------- ---------- ----------
Property and equipment - net 403.1 527.0 418.5 1,348.6
---------- ---------- ---------- ---------- ----------
Goodwill 26.6 683.0 313.0 1,022.6
Intangible assets - net 12.1 466.3 112.6 591.0
Investments in subsidiaries
and intercompany balances 2,753.1 911.7 (148.2) (3,516.6)
Investments in non-consolidated
companies 5.4 1.7 7.1
Other assets 14.5 9.4 13.4 37.3
---------- ---------- ---------- ---------- ----------
TOTAL $ 3,503.3 $ 2,965.2 $ 1,495.1 $ (3,536.3) $ 4,427.3
========== ========== ========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term debt and current
portion of long-term debt $ 1,797.1 $ 186.2 $ 4.8 $ 1,988.1
Accounts payable 66.4 54.9 114.8 236.1
Accrued expenses and other
current liabilities 99.4 155.9 64.7 320.0
---------- ---------- ---------- ---------- ----------
Total current liabilities 1,962.9 397.0 184.3 2,544.2
---------- ---------- ---------- ---------- ----------
Long-term debt 387.0 5.2 392.2
Postretirement health care
obligations 93.5 3.8 5.7 103.0
Noncurrent liabilities 45.4 59.4 72.6 177.4
Deferred income taxes 20.8 117.9 45.6 184.3
---------- ---------- ---------- ---------- ----------
Total liabilities 2,509.6 578.1 313.4 3,401.1
---------- ---------- ---------- ---------- ----------
Minority interest in
consolidated companies $ 52.1 52.1
Total shareholders' equity
(deficiency) 993.7 2,387.1 1,181.7 (3,588.4) 974.1
---------- ---------- ---------- ---------- ----------
TOTAL $ 3,503.3 $ 2,965.2 $ 1,495.1 $ (3,536.3) $ 4,427.3
========== ========== ========== ========== ==========
25
THE LUBRIZOL CORPORATION
Notes to Consolidated Finance Statements
Amounts in millions (except per share data)
June 30, 2004
Condensed Consolidating Balance Sheet
December 31, 2003
------------------------------------------------------------------------------
Parent Subsidiary Other Total
Company Guarantors Subsidiaries Eliminations Consolidated
---------- ---------- ------------ ------------ ------------
ASSETS
Cash and short-term investments $ 56.3 $ (1.0) $ 203.4 $ 258.7
Receivables 100.9 39.2 184.5 324.6
Inventories 76.8 44.3 216.6 $ (25.8) 311.9
Other current assets 26.4 0.7 6.6 9.0 42.7
---------- ---------- ---------- ---------- ----------
Total current assets 260.4 83.2 611.1 (16.8) 937.9
---------- ---------- ---------- ---------- ----------
Property and equipment-at cost 1,156.7 71.5 732.3 1,960.5
Less accumulated depreciation 757.1 14.2 499.2 1,270.5
---------- ---------- ---------- ---------- ----------
Property and equipment - net 399.6 57.3 233.1 690.0
---------- ---------- ---------- ---------- ----------
Goodwill 24.9 124.8 59.0 208.7
Intangible assets - net 12.2 32.8 17.4 62.4
Investments in subsidiaries
and intercompany balances 934.2 811.0 (96.9) (1,648.3)
Investments in non-consolidated
companies 5.6 0.7 6.3
Other assets 20.5 3.4 13.1 37.0
---------- ---------- ---------- ---------- ----------
TOTAL $ 1,657.4 $ 1,113.2 $ 836.8 $ (1,665.1) $ 1,942.3
========== ========== ========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term debt and current
portion of long-term debt $ 2.9 $ 2.9
Accounts payable 64.0 17.4 61.7 143.1
Accrued expenses and other
current liabilities 79.9 20.7 52.9 153.5
---------- ---------- ---------- ---------- ----------
Total current liabilities 143.9 38.1 117.5 299.5
---------- ---------- ---------- ---------- ----------
Long-term debt 381.8 4.9 386.7
Postretirement health care
obligations 92.9 5.5 98.4
Noncurrent liabilities 44.7 55.6 100.3
Deferred income taxes 24.0 6.9 21.9 52.8
---------- ---------- ---------- ---------- ----------
Total liabilities 687.3 45.0 205.4 937.7
---------- ---------- ---------- ---------- ----------
Minority interest in
consolidated companies $ 51.3 51.3
Total shareholders' equity
(deficiency) 970.1 1,068.2 631.4 (1,716.4) 953.3
---------- ---------- ---------- ---------- ----------
TOTAL $ 1,657.4 $ 1,113.2 $ 836.8 $ (1,665.1) $ 1,942.3
========== ========== ========== ========== ==========
26
THE LUBRIZOL CORPORATION
Notes to Consolidated Finance Statements
Amounts in millions (except per share data)
June 30, 2004
Condensed Consolidating Statement of Cash Flows
Six-Month Period Ended June 30, 2004
--------------------------------------------------------------------------------------
Parent Subsidiary Other Total
Company Guarantors Subsidiaries Eliminations Consolidated
---------- ---------- ------------ ------------ ------------
CASH PROVIDED FROM (USED FOR):
OPERATING ACTIVITIES:
Net income $ 41.5 $ (8.5) $ 39.6 $ (31.1) $ 41.5
Adjustments to reconcile net
income to cash provided
(used) by operating activities 13.2 (26.5) 36.9 31.1 54.7
---------- ---------- -------- ---------- ----------
Total operating activities 54.7 (35.0) 76.5 96.2
INVESTING ACTIVITIES:
Capital expenditures (23.8) (6.2) (12.2) (42.2)
Acquisitions and investments
in nonconsolidated companies (20.3) (827.7) (112.7) (960.7)
Other - net (0.1) 0.1
---------- ---------- -------- ---------- ----------
Total investing activities (44.2) (833.9) (124.8) (1,002.9)
FINANCING ACTIVITIES:
Short-term repayment 1,797.0 9.8 (6.7) 1,800.1
Long-term repayment (18.4) (908.5) (8.0) (934.9)
Long-term borrowing 25.0 25.0
Dividends paid (26.8) (26.8)
Changes in intercompany
activities (1,821.0) 1,774.6 46.4
Common shares issued upon
exercise of stock options 5.5 5.5
---------- ---------- -------- ---------- ----------
Total financing activities (38.7) 875.9 31.7 868.9
Effect of exchange rate
changes on cash 6.4 0.2 (0.2) 6.4
---------- ---------- -------- ---------- ----------
Net decrease in cash and
short-term investments (21.8) 7.2 (16.8) (31.4)
Cash and short-term investments
at the beginning of period 56.2 (1.0) 203.5 258.7
---------- ---------- -------- ---------- ----------
Cash and short-term investments
at the end of period $ 34.4 $ 6.2 $ 186.7 $ 227.3
========== ========== ======== ========== ==========
27
THE LUBRIZOL CORPORATION
Notes to Consolidated Finance Statements
Amounts in millions (except per share data)
June 30, 2004
Condensed Consolidating Statement of Cash Flows
Six-Month Period Ended June 30, 2003
-------------------------------------------------------------------------
Parent Subsidiary Other Total
Company Guarantors Subsidiaries Eliminations Consolidated
-------- ---------- ------------ ------------ ------------
CASH PROVIDED FROM (USED FOR):
OPERATING ACTIVITIES:
Net income $ 54.7 $ 14.7 $ 32.4 $ (46.4) $ 55.4
-------- -------- -------- -------- --------
Adjustments to reconcile net
income to cash provided
(used) by operating activities (41.3) 101.3 (117.3) 46.4 (10.9)
-------- -------- -------- -------- --------
Total operating activities 13.4 116.0 (84.9) 44.5
INVESTING ACTIVITIES:
Capital expenditures (19.1) (5.3) (12.4) (36.8)
Other - net 0.7 (0.4) 0.3
-------- -------- -------- -------- --------
Total investing activities (18.4) (5.7) (12.4) (36.5)
FINANCING ACTIVITIES:
Short-term repayment (0.2) (4.0) (4.2)
Long-term repayment (0.2) (0.2)
Dividends paid (26.7) (26.7)
Changes in intercompany
activities (15.9) (109.3) 125.2
Common shares issued upon
exercise of stock options 2.1 2.1
-------- -------- -------- -------- --------
Total financing activities (40.5) (109.5) 121.0 (29.0)
Effect of exchange rate
changes on cash 0.3 4.2 4.5
-------- -------- -------- -------- --------
Net decrease in cash and
short-term investments (45.5) 1.1 27.9 (16.5)
Cash and short-term investments
at the beginning of period 116.5 (1.9) 151.8 266.4
-------- -------- -------- -------- --------
Cash and short-term investments
at the end of period $ 71.0 $ (0.8) $ 179.7 $ 249.9
======== ======== ======== ======== ========
28
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
OVERVIEW
We are a leading global producer and marketer of technologically advanced
chemicals and specialty materials for the transportation, consumer and
industrial markets. Our business is founded on technological leadership and
innovation that provides opportunities for us in growth markets and advantages
over our competitors. From a base of approximately 3,000 patents, we use our
product development and formulation expertise to sustain our leading market
positions and fuel our future growth. We create additives, ingredients, resins
and compounds that enhance the performance, quality and value of our customers'
products. Our products are used in a broad range of applications, and are sold
into stable markets such as those for engine oils, specialty driveline
lubricants and metalworking fluids, as well as higher growth markets such as
personal care and pharmaceutical products and performance coatings and inks. Our
specialty materials products are also used in a variety of industries, including
the telecommunications, construction, footwear and automotive industries. We are
an industry leader in the majority of our businesses.
On June 3, 2004, we completed the acquisition of Noveon International, Inc.
(Noveon), a leading global producer and marketer of technologically advanced
specialty materials and chemicals used in the industrial and consumer markets.
With the acquisition of Noveon, we have accelerated our program to attain a
substantial presence in the personal care and coatings markets by adding a
number of higher growth, industry-leading products under highly recognizable
brand names, including Carbopol(R) and Hycar(R), to our already strong portfolio
of lubricant and fuel additives, and consumer products. Additionally, Noveon has
a number of industry-leading and strong, cash flow-generating specialty
materials businesses, including TempRite(R) CPVC and Estane(R) TPU.
Noveon was acquired for cash of $920.2 million plus transaction costs of $10.5
million less certain seller expenses of $32.9 million and less cash acquired of
$103.0 million. In addition, we assumed $1,103.1 million of long-term
indebtedness from Noveon. Noveon had 2003 revenues of $1,135.9 million.
The acquisition and related costs were financed with the proceeds of a $2,450.0
million 364-day bridge credit facility. Shortly after the acquisition, we repaid
substantially all of the assumed long-term debt with proceeds of the temporary
bridge loan. We expect the temporary bridge loan will be replaced with the
proceeds of the permanent financing that we will obtain by the end of the third
quarter in the form of a term loan, debt securities and an equity issuance. At
June 30, 2004, there was $1,797.0 million outstanding on the temporary bridge
loan.
Our consolidated balance sheet as of June 30, 2004 reflects the acquisition of
Noveon under the purchase method of accounting. We recorded various assets
acquired and liabilities assumed, primarily working capital accounts, of Noveon
at their estimated fair values that we determined based on the information
currently available. Appraisals of long-lived assets and identifiable intangible
assets, including an evaluation of in-process research and development (IPR&D)
projects, are currently underway and will be completed at various times within
the next twelve months. In addition, we are valuing the projected pension and
other post-employment benefit obligations and we have reflected estimates of
these in the preliminary allocation of purchase price. These amounts are subject
to adjustment based on the completion of the valuations and appraisals.
Accordingly, the preliminary purchase price allocation is subject to revision.
29
THE LUBRIZOL CORPORATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
The purchase price includes the estimated fair value of research and development
projects of $35.0 million that, as of the acquisition date, had not reached
technological feasibility and had no alternative future use. As a result, we
immediately expensed this amount in the second quarter of 2004. The inventory
step-up to fair value totaled $24.2 million. We expensed $4.9 million of the
inventory step-up to cost of sales in the second quarter and we estimate that
$4.9 million of inventory step-up will be expensed to cost of sales in the third
quarter of 2004. As the remaining step-up relates to inventories on the LIFO
(last-in, first-out) method of accounting, we do not anticipate that additional
amounts of the step-up will be expensed through cost of sales in 2004.
RESULTS OF OPERATIONS
Our revenues increased in the second quarter of 2004 as compared with the second
quarter of 2003, primarily due to acquisitions. Excluding acquisitions, revenues
increased primarily due to higher ongoing shipment volume and favorable
currency. The increased revenues partially were offset by higher raw material
costs, manufacturing expenses and selling and administrative expenses. The 2004
second quarter also included significant purchase accounting charges associated
with the acquisition of Noveon and incremental acquisition-related financing
costs. Primarily as a result of these factors, net income decreased 87% in the
second quarter of 2004, compared with the same period in 2003.
As a result of the June 3, 2004 acquisition of Noveon, we reorganized into two
operating and reporting segments: lubricant additives and specialty chemicals.
Lubricant additives comprised approximately 78% our consolidated revenues and
89% of our segment operating income for the first six months of 2004. See Note 5
to the financial statements and the "Segment Analysis" section for further
financial disclosures by reporting segment.
ANALYSIS OF REVENUES
Excluding
Acquisitions
-------------------
$ % $ %
(Millions of Dollars) 2004 2003 Change Change Change Change
- --------------------- --------- -------- ------- ------ ------- ------
SECOND QUARTER:
Net sales $ 720.2 $ 514.3 $ 205.9 40% $ 74.5 14%
Royalties and other
revenues 1.3 0.4 0.9 239% 1.0 232%
--------- -------- ------- -------
Total revenues