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LZ > SEC Filings for LZ > Form 10-Q on 8-May-2009All Recent SEC Filings

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Form 10-Q for LUBRIZOL CORP


8-May-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
(In Millions of Dollars Except Per Share Data)
This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the unaudited consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. Historical results and percentage relationships set forth in the consolidated financial statements, including trends that might appear, should not be taken as indicative of future operations. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including those described under the section "Cautionary Statements for Safe Harbor Purposes" included elsewhere in this Quarterly Report on Form 10-Q.
OVERVIEW
We are an innovative specialty chemical company that produces and supplies technologies that improve the quality and performance of our customers' products in the global transportation, industrial and consumer markets. Our business is founded on technological leadership. Innovation provides opportunities for us in growth markets as well as advantages over our competitors. From a base of approximately 1,600 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, while minimizing their environmental impact. Our products are used in a broad range of applications and are sold into relatively 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 over-the-counter pharmaceutical products, performance coatings and inks and compressor lubricants. Our specialty chemical products also are used in a variety of industries, including the construction, sporting goods, medical products and automotive industries. We are geographically diverse, with an extensive global manufacturing, supply chain, technical and commercial infrastructure. We operate facilities in 27 countries, including production facilities in 19 countries and laboratories in 12 countries, in key regions around the world through the efforts of approximately 6,800 employees. We sell our products in more than 100 countries and believe that our customers recognize and value our ability to provide customized, high quality, cost-effective performance formulations and solutions worldwide. We also believe our customers highly value our global supply chain capabilities.
We use a broad range of raw materials in our manufacturing processes. The majority of our raw materials are derived from petroleum and petrochemical-based feedstocks, with lubricant base oil being our single largest raw material. The cost of our raw materials can be highly volatile. As a result, our financial performance is influenced significantly by how effectively we manage the margin between our selling prices and the cost of our raw materials.
We are organized into two operating and reportable segments called Lubrizol Additives and Lubrizol Advanced Materials, and we are an industry leader in many of the markets in which our product lines compete. Lubrizol Additives consists of two product lines: (i) engine additives and (ii) driveline and industrial additives. Engine additives is comprised of additives for lubricating engine oils, such as for gasoline, diesel, marine and stationary gas engines, and additives for fuels, refinery and oil field chemicals. 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.
The Lubrizol Advanced Materials segment consists of three product lines:
(i) engineered polymers, (ii) performance coatings and (iii) Noveon® consumer specialties. The engineered polymers product line is characterized by products such as TempRite® engineered polymers and Estane® thermoplastic polyurethane used within the construction, automotive, telecommunications, electronics and recreation industries. The performance coatings product line includes high-performance polymers and additives for specialty paper, graphic arts, paints, textiles and coatings applications that are sold to customers worldwide. The Noveon consumer specialties product line is characterized by production of acrylic thickeners, film formers, fixatives, emollients, silicones, specialty surfactants, methyl glucoside, lanolin derivatives and cassia used within cosmetics, personal care and household products.


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The following factors most affected our consolidated results during the first quarter of 2009:
• The ongoing global recession has affected the markets we serve and negatively impacted our results. Volume declined 27% compared with the same period in 2008 as demand declined sharply and customers continued to reduce their inventory levels.

• Our disciplined margin management largely offset the volume decline and resulted in an increase in our gross profit percentage to 27.1% from 23.9% in the same period in 2008.

• Our aggressive cost reduction actions and organizational restructuring eliminated operating inefficiencies and improved profitability. We reduced manufacturing expenses during the quarter by curtailing production and reducing spending on supplies and services. Selling, testing, administrative and research (STAR) expenses declined by 12% due to reductions in travel and entertainment, salaries and benefits, information technology expenses, outside services and lower incentive compensation. Manufacturing and STAR expenses both benefited from a favorable currency impact. In conjunction with our organizational restructuring, we incurred $10.9 million of severance and benefit charges. We estimate these cost reduction and organizational restructuring actions will result in approximately $50.0 million to $60.0 million of pre-tax savings during 2009.

• Our inventory reduction initiatives contributed to the significant cash flow from operations. We significantly reduced production to achieve our inventory reduction goals and in response to lower sales volume. As a result of our abnormally low production, we incurred $38.1 million of unabsorbed manufacturing costs. The reduction in inventory quantities also resulted in incremental charges of $7.1 million due to a liquidation of LIFO inventory quantities carried at higher costs.

• As compared with the same period in 2008, currency fluctuations were unfavorable to revenues by 3%, favorable to operating costs and unfavorable to net income attributable to The Lubrizol Corporation by an estimated $0.08 per share.

• Our issuance of $500.0 million of 8.875% senior unsecured notes at a price of 99.256% in January 2009 was intended primarily to repay our 4.625% notes due October 1, 2009. We entered into a $150.0 million term loan in February 2009 to fund, in part, the acquisition of the thermoplastic polyurethane business from The Dow Chemical Company (Dow). The proceeds from these borrowings will be sufficient to retire in full the 4.625% notes due 2009 and enabled us to repay in full our outstanding U.S. revolver balance, while strengthening our liquidity with approximately $175.0 million of additional cash. However, the additional interest costs associated with these borrowings, coupled with lower interest income, reduced our earnings by approximately $0.12 per share as compared with the same period in 2008.

During the year ended December 31, 2008, we determined goodwill associated with our performance coatings, Estane and TempRite reporting units within our Lubrizol Advanced Materials segment was impaired as the carrying value of goodwill within these reporting units exceeded its fair value. No goodwill remained within our performance coatings reporting unit at March 31, 2009. The remaining value of goodwill associated with our Estane and TempRite reporting units totaled $61.8 million and $73.3 million at March 31, 2009, respectively. A 10% decrease in the fair value of our Estane reporting unit or any further decrease in the fair value of our TempRite reporting unit could indicate the potential for an additional impairment of goodwill. The products within our Estane reporting unit are used within film and sheet for various coating processes, wire and cable insulation, athletic equipment (such as footwear), medical applications, pneumatic tubing and automotive molded parts, and the demand for these products are affected by overall economic conditions. Our TempRite reporting unit serves customers who produce plastic piping for residential and commercial plumbing, fire sprinkler systems and industrial piping applications, and is thus subject to cyclical demand patterns within these markets. To the extent the weakness in the economy, including the residential and commercial construction markets, persists longer than expected or our cost of capital increases, our Estane or TempRite reporting units could experience a decline in fair value that may result in an additional impairment of goodwill.


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RESULTS OF OPERATIONS
Three Months Ended March 31, 2009 Compared With Three Months Ended March 31,
2008

                                                            Three Months
                                                          Ended March 31,
(In Millions of Dollars Except Per Share Data)         2009              2008             $ Change           % Change
Revenues                                            $  1,012.4        $  1,227.3        $     (214.9 )          (18 %)
Cost of sales                                            738.5             934.5              (196.0 )          (21 %)

Gross profit                                             273.9             292.8               (18.9 )           (6 %)

Selling and administrative expenses                       93.8             108.6               (14.8 )          (14 %)
Research, testing and development expenses                49.0              54.1                (5.1 )           (9 %)
Amortization of intangible assets                          6.3               7.0                (0.7 )          (10 %)
Restructuring and impairment charges                      11.4               4.8                 6.6              *
Other income - net                                        (5.2 )            (4.9 )               0.3              6 %
Interest income                                           (2.7 )            (4.2 )              (1.5 )          (36 %)
Interest expense                                          29.4              17.9                11.5             64 %

Income before income taxes                                91.9             109.5               (17.6 )          (16 %)
Provision for income taxes                                26.7              33.5                (6.8 )          (20 %)

Net income                                                65.2              76.0               (10.8 )          (14 %)
Net income attributable to noncontrolling
interests                                                  1.0               2.4                (1.4 )          (58 %)

Net income attributable to The Lubrizol
Corporation                                         $     64.2        $     73.6        $       (9.4 )          (13 %)


Basic earnings per share attributable to The
Lubrizol Corporation                                $     0.95        $     1.07        $      (0.12 )          (11 %)


Diluted earnings per share attributable to The
Lubrizol Corporation                                $     0.95        $     1.06        $      (0.11 )          (10 %)

* Calculation not meaningful

Revenues The decrease in revenues during the first quarter of 2009 compared with the same period in 2008 was due to a 27% decrease in volume and a 3% unfavorable currency impact, partially offset by a 12% improvement in the combination of price and product mix. Included in these factors were incremental revenues from the thermoplastic polyurethane businesses acquired from Dow and SK Chemicals Co., Ltd. (SK), which contributed 1% to revenues for the quarter.


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The following table shows the geographic mix of our volume during the first quarter of 2009 as well as the percentage changes compared with the same period in 2008:

                                                                          Excluding
                                                                        the Impact of
                                      2009          2009 vs. 2008       Acquisitions
                                     Volume           % Change            % Change
    North America                          42 %           (30 %)                 (31 %)
    Europe                                 28 %           (25 %)                 (25 %)
    Asia-Pacific / Middle East             23 %           (24 %)                 (25 %)
    Latin America                           7 %           (27 %)                 (27 %)

    Total                                 100 %           (27 %)                 (28 %)

We experienced volume decreases across all geographic zones and product categories as a result of inventory destocking by our customers and the continued weakness in the global economy and its impact on demand for our products.
Segment volume variances by geographic zone, as well as the factors explaining the changes in segment revenues during the first quarter of 2009 compared with the same period in 2008, are contained within the "Segment Analysis" section. Cost of Sales The decrease in cost of sales in the first quarter of 2009 compared with the same period in 2008 primarily was due to lower volume. Average raw material cost increased 1% in the first quarter of 2009 compared with the same period in 2008. Total manufacturing expenses decreased 2% in the first quarter of 2009 compared with the same quarter last year primarily due to a favorable currency impact, reductions in spending on supplies and services and lower utility costs, offset by $38.1 million of unabsorbed manufacturing costs due to abnormally low production. Cost of sales during the first quarter of 2009 also included incremental charges of $7.1 million associated with a liquidation of LIFO inventory quantities carried at higher costs.
Gross Profit Gross profit decreased $18.9 million, or 6%, during the first quarter of 2009 compared with the same period in 2008. The decrease primarily was due to lower volume, the impact of unfavorable manufacturing cost absorption and an unfavorable currency impact, partially offset by an improvement in the combination of price and product mix. Our gross profit percentage increased in the first quarter of 2009 to 27.1% compared with 23.9% in the same quarter last year as a result of price increases initiated in 2008 to recover higher costs. Selling and Administrative Expenses Selling and administrative expenses decreased $14.8 million, or 14%, during the first quarter of 2009 compared with the same period in 2008. The decrease primarily was due to our cost reduction initiatives that resulted in lower travel and entertainment, salaries and benefits and expenses associated with information technology and outside services, along with lower incentive compensation and a favorable currency impact.
Research, Testing and Development Expenses Research, testing and development expenses decreased $5.1 million, or 9%, during the first quarter of 2009 compared with the same period in 2008. The decrease primarily was due to a favorable currency impact and our cost reduction initiatives that resulted in lower spending on supplies and services.


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Restructuring and Impairment Charges The components of restructuring charges recorded during the first quarter of 2009 are as follows:

                                                                            Three Months Ended March 31, 2009
                                                            Asset                       Severance
                                                         Impairments                   and Benefits                     Total
Corporate organizational restructuring                  $           -                 $         10.9                 $       10.9
Lubrizol Additives plant closure and workforce
reductions                                                          -                            0.5                          0.5

Total restructuring charges                             $           -                 $         11.4                 $       11.4

Restructuring charges of $10.9 million related to our organizational restructuring initiated during the first quarter of 2009, which eliminated operating inefficiencies and improved profitability. These organizational changes are expected to result in approximately $14.0 million of pre-tax savings for 2009.
Restructuring charges of $0.5 million related to the decision made in the third quarter of 2008 to close a Lubrizol Additives blending, packaging and warehouse facility in Ontario, Canada. We expect to record an additional $5.3 million of restructuring charges related to this facility closure, of which $0.8 million is expected to be recognized in 2009. The components of restructuring and impairment charges recorded during the first quarter of 2008 are as follows:

                                                                            Three Months Ended March 31, 2008
                                                            Asset                       Severance
                                                         Impairments                   and Benefits                     Total
Performance coatings 2008 business improvement
initiatives                                             $         4.0                 $          0.8                 $        4.8

We recorded aggregate restructuring and impairment charges of $4.8 million primarily related to business improvement initiatives in the performance coatings product line of the Lubrizol Advanced Materials segment. We completed the disposition of a textile compounding plant and recognized an asset impairment for a textile coatings production line.
Interest Expense The increase in interest expense in the first quarter of 2009 compared with the same period in 2008 primarily was due to the incremental interest expense associated with the issuance of our 8.875% notes due 2019 and borrowings under our $150.0 million term loan in the first quarter of 2009. In addition, we repurchased $177.0 million of our 4.625% notes due 2009 at a purchase price of 100.5% per note, resulting in a loss on retirement of $1.3 million and accelerated amortization of $0.6 million in debt issuance costs, Treasury rate lock agreements and original issue discounts associated with the repurchased notes.
Provision for Income Taxes Our effective tax rate of 29.1% in the first quarter of 2009 decreased from 30.6% in the same period in 2008 as the prior-year period did not contain a benefit from the U.S. research credit.
Net Income Attributable to The Lubrizol Corporation Primarily as a result of the above factors, net income per diluted share attributable to The Lubrizol Corporation decreased 10% to $0.95 during the first quarter of 2009 compared with $1.06 in the same period in 2008.


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SEGMENT ANALYSIS
We primarily evaluate performance and allocate 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 performance. Segment operating income will reconcile to consolidated income before income taxes by deducting corporate expenses and corporate other income that are not attributable to the operating segments, restructuring and impairment charges and net interest expense.
In the fourth quarter of 2008, the company reorganized its reporting structure for the following two businesses:
• The AMPS® specialty monomer business, with 2008 annual revenues of $35.3 million, which previously was reported as part of the Noveon consumer specialties product line, and

• The ADEXTM explosives emulsifier business, with 2008 annual revenues of $45.0 million, which previously was reported as part of the engineered polymers product line.

The results for these two businesses now are reported in the driveline and industrial additives product line within the Lubrizol Additives segment. Additionally, upon the adoption of Statement of Financial Accounting Standards (SFAS) 160, the company revised its measurement of segment operating income to include income attributable to noncontrolling interests. Previously, segment operating income excluded the portion of income attributable to noncontrolling interests. The results for the prior period presented have been retrospectively adjusted to conform to the current year presentation.
The proportion of consolidated revenues and segment operating income attributed to each segment was as follows:

                                                  Three Months Ended
                                                      March 31,
                                                  2009          2008
                 Revenues:
                 Lubrizol Additives                 72 %          69 %
                 Lubrizol Advanced Materials        28 %          31 %

                 Segment Operating Income:
                 Lubrizol Additives                 82 %          80 %
                 Lubrizol Advanced Materials        18 %          20 %


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OPERATING RESULTS BY SEGMENT

                                                        Three Months Ended
                                                             March 31,                                                %
                                                     2009                 2008               $ Change               Change
Revenues:
Lubrizol Additives                                $    727.8           $    844.7           $   (116.9 )              (14 %)
Lubrizol Advanced Materials                            284.6                382.6                (98.0 )              (26 %)

Total                                             $  1,012.4           $  1,227.3           $   (214.9 )              (18 %)


Gross Profit:
Lubrizol Additives                                $    188.7           $    193.0           $     (4.3 )               (2 %)
Lubrizol Advanced Materials                             85.2                 99.8                (14.6 )              (15 %)

Total                                             $    273.9           $    292.8           $    (18.9 )               (6 %)


Segment Operating Income:
Lubrizol Additives                                $    118.7           $    116.8           $      1.9                  2 %
Lubrizol Advanced Materials                             25.5                 29.2                 (3.7 )              (13 %)

Total                                             $    144.2           $    146.0           $     (1.8 )               (1 %)

Three Months Ended March 31, 2009 Compared With Three Months Ended March 31, 2008

LUBRIZOL ADDITIVES SEGMENT

Revenues Revenues decreased 14% during the first quarter of 2009 compared with the same period in 2008. The decrease was due to a 24% decrease in volume and a 3% unfavorable currency impact, partially offset by a 13% increase in the combination of price and product mix.

The following table shows the geographic mix of our volume during the first quarter of 2009 as well as the percentage changes compared with the same period in 2008:

                                                          2009         2009 vs. 2008
                                                         Volume          % Change
         North America                                       34 %            (25 %)
         Europe                                              32 %            (24 %)
         Asia-Pacific / Middle East                          26 %            (23 %)
         Latin America                                        8 %            (24 %)

         Total                                              100 %            (24 %)

We experienced volume decreases across all geographic zones as a result of weak end-market demand and continued destocking of customers' inventories. We believe that this customer destocking substantially is complete. Declines were seen in both of our product lines; however, our driveline and industrial additives were affected more severely than engine additives. By comparison, demand in the first quarter of 2008 was very strong and benefitted from business gains in our international regions.
Gross Profit Gross profit decreased $4.3 million, or 2%, in the first quarter of 2009 compared with the same period in 2008. The decrease primarily related to lower volume, higher manufacturing costs and an unfavorable currency impact, offset by improvements in the combination of price and product mix. Average raw material cost increased 1% during the first quarter of 2009 compared with the same period in 2008. Total manufacturing costs increased 5% in the first quarter of 2009 compared with the same period in 2008. We significantly reduced production to


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achieve our inventory reduction goals and in response to lower sales volume. As a result, we incurred $27.6 million of unabsorbed manufacturing costs due to abnormally low production. Although we experienced higher manufacturing costs, we realized savings from a favorable currency impact, lower utility and other variable production costs and cost reduction initiatives at our plants. Cost of sales during the first quarter of 2009 also included incremental charges of $6.3 million associated with a liquidation of LIFO inventory quantities carried at higher costs.
The gross profit percentage increased to 25.9% during the first quarter of 2009 from 22.8% in the same period in 2008 as a result of price increases initiated in 2008 to recover higher costs.
Selling, Testing, Administrative and Research Expenses STAR expenses decreased $5.4 million, or 7%, during the first quarter of 2009 compared with the same period in 2008. The decrease in STAR expenses primarily was due to a favorable currency impact and cost reduction initiatives taken during the first quarter of 2009, including decreases in travel and entertainment.
Segment Operating Income Segment operating income increased 2% during the first quarter of 2009 compared with the same period in 2008 due to the factors discussed above.
LUBRIZOL ADVANCED MATERIALS SEGMENT
Revenues Revenues decreased 26% during the first quarter of 2009 compared with . . .

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