<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Mark One
X QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
----- OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995.
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 1-2677
QUAKER STATE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 25-0742820
-------- ----------
(State or other jurisdiction of incorporation or (IRS Employer
organization) Identification No.)
255 Elm Street
Oil City, Pennsylvania 16301
(Address of Principal Executive Offices)
(Zip Code)
(814) 676-7676
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
As of April 30, 1995, 31,525,909 shares of Capital Stock, par value
$1.00 per share, of the registrant were outstanding.
<PAGE> 2
PART I.
FINANCIAL INFORMATION
<PAGE> 3
CONSOLIDATED STATEMENT OF OPERATIONS
Quaker State Corporation and Subsidiaries
<TABLE>
<CAPTION>
For the quarter ended March 31 1995 1994
--------------------------------------------------------------------------------------------------------
(in thousands except per share data, unaudited)
<S> <C> <C>
REVENUES
Sales and operating revenues $244,982 $175,478
Other, net 3,716 1,720
--------------------------------------------------------------------------------------------------------
248,698 177,198
COSTS AND EXPENSES
Cost of sales and operating costs 172,356 112,014
Selling, general and administrative 56,427 49,696
Depreciation, depletion and amortization 9,353 7,587
Interest 1,536 1,275
--------------------------------------------------------------------------------------------------------
239,672 170,572
--------------------------------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 9,026 6,626
--------------------------------------------------------------------------------------------------------
PROVISION FOR (BENEFIT FROM) INCOME TAXES
Current 4,850 3,620
Deferred (1,420) (813)
--------------------------------------------------------------------------------------------------------
3,430 2,807
--------------------------------------------------------------------------------------------------------
INCOME FROM CONTINUING OPERATIONS 5,596 3,819
INCOME FROM DISCONTINUED INSURANCE
OPERATIONS, NET OF TAXES -- 1,764
--------------------------------------------------------------------------------------------------------
$ 5,596 $ 5,583
========================================================================================================
PER SHARE:
INCOME FROM CONTINUING OPERATIONS $.18 $.14
DISCONTINUED INSURANCE OPERATIONS -- .06
--------------------------------------------------------------------------------------------------------
NET INCOME PER SHARE $.18 $.20
========================================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 31,586 27,323
========================================================================================================
CASH DIVIDENDS PAID PER SHARE $.10 $.10
========================================================================================================
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE> 4
CONSOLIDATED STATEMENT OF CASH FLOWS
Quaker State Corporation and Subsidiaries
<TABLE>
<CAPTION>
For the quarter ending March 31 1995 1994
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
(in thousands, unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 5,596 $ 5,583
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 9,353 7,587
Deferred income taxes and investment tax credit (306) 958
Increase (decrease) from changes in:
Receivables (9,831) (22,945)
Inventories 1,516 549
Other current assets (545) 2,021
Accounts payable (4,110) 6,077
Accrued liabilities (8,719) 6,604
Other (1,125) (2,204)
Changes in discontinued insurance operations -- 1,897
-----------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (8,171) 6,127
-----------------------------------------------------------------------------------------------------
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from disposal of property and equipment 2,239 1,128
Capital expenditures (7,013) (4,003)
Proceeds from sale of discontinued coal assets -- 1,009
DISCONTINUED INSURANCE OPERATIONS
Proceeds from sale of bonds and securities -- 26,005
Purchase of bonds and securities -- (34,626)
-----------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (4,774) (10,487)
-----------------------------------------------------------------------------------------------------
CASH FLOW FROM FINANCING ACTIVITIES
Dividends paid (3,149) (2,725)
Proceeds from notes payable 404 213
Payments on long-term debt (883) (63)
-----------------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES (3,628) (2,575)
-----------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (16,573) (6,935)
Cash and cash equivalents at beginning of year: 29,805 15,628
-----------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,232 $ 8,693
=====================================================================================================
</TABLE>
<PAGE> 5
CONSOLIDATED BALANCE SHEET
Quaker State Corporation and Subsidiaries
<TABLE>
<CAPTION>
3/31/95 12/31/94*
-----------------------------------------------------------------------------------------------------------
(in thousands except share data) (unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 13,232 $ 29,805
Accounts and notes receivable, less allowance of
$2,676 at 3/31/95 and $2,185 at 12/31/94 104,232 94,401
-----------------------------------------------------------------------------------------------------------
Inventories: (Note 2)
Crude oil 1,421 1,490
Finished and in-process petroleum products 45,469 49,252
Other 25,198 22,862
-----------------------------------------------------------------------------------------------------------
Total inventories 72,088 73,604
-----------------------------------------------------------------------------------------------------------
Deferred income taxes 12,096 11,790
Other current assets 13,085 12,540
-----------------------------------------------------------------------------------------------------------
Total current assets 214,733 222,140
Property, plant, and equipment, net of accumulated depreciation
and depletion of $358,722 at 3/31/95 and $353,018 at 12/31/94 244,462 247,935
Other assets 155,835 159,943
-----------------------------------------------------------------------------------------------------------
TOTAL ASSETS $615,030 $630,018
===========================================================================================================
LIABILITIES
Current Liabilities:
Accounts payable $ 54,794 $ 58,500
Accrued liabilities 49,768 58,487
Installments on long-term debt 3,497 3,714
-----------------------------------------------------------------------------------------------------------
Total current liabilities 108,059 120,701
-----------------------------------------------------------------------------------------------------------
Long-term debt, less debt payable within one year 68,869 69,535
Other long-term liabilities 184,067 187,932
-----------------------------------------------------------------------------------------------------------
Total liabilities 360,995 378,168
-----------------------------------------------------------------------------------------------------------
Commitments and contingencies (Note 3)
STOCKHOLDERS' EQUITY
Capital stock, $1.00 par value; authorized shares, 37,500,000;
issued shares, 31,525,909 at 3/31/95 and 31,517,305 at 12/31/95 31,526 31,517
Treasury stock, at cost, 53,393 shares at 3/31/95 and
33,498 shares at 12/31/94 (747) (467)
Additional capital 120,221 120,131
Retained earnings 106,733 104,286
Cumulative foreign currency translation adjustment (903) (709)
Unearned compensation (2,795) (2,908)
-----------------------------------------------------------------------------------------------------------
Total stockholders' equity 254,035 251,850
-----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $615,030 $630,018
===========================================================================================================
</TABLE>
The accompanying notes are an integral part of the financial statements.
*Amounts are from December 31, 1994 audited balance sheet and footnotes.
<PAGE> 6
OTHER FINANCIAL INFORMATION
Quaker State Corporation and Subsidiaries
The sales and operating revenues and contributions to income from continuing
operations, by industry segment, are as follows:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
For the quarter ended March 31 1995 1994
---------------------------------------------------------------------------------------------
(in thousands, unaudited)
<S> <C> <C>
SALES AND OPERATING REVENUES
Motor Oil $191,084 $122,749
Q Lube 28,714 26,159
Natural Gas E&P 6,785 7,663
Truck-Lite 25,683 24,660
Docks 773 693
Intersegment sales (8,057) (6,446)
---------------------------------------------------------------------------------------------
Total sales and operating revenues $244,982 $175,478
=============================================================================================
OPERATING PROFIT
Motor Oil $ 6,174 $ 5,204
Q Lube 1,659 1,301
Natural Gas E&P 1,375 1,836
Truck-Lite 3,762 2,864
Docks 205 219
---------------------------------------------------------------------------------------------
Total operating profit from continuing operations 13,175 11,424
Corporate income 1,640 521
Interest expense, net (1,513) (1,159)
Corporate expenses (4,276) (4,160)
---------------------------------------------------------------------------------------------
Income from continuing operations before income taxes $ 9,026 $ 6,626
=============================================================================================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quaker State Corporation and Subsidiaries
(unaudited)
1. In the opinion of management of Quaker State Corporation (the company), the
accompanying financial statements include all adjustments which are
necessary to a fair statement of the results for such periods. All of these
adjustments are of a normal recurring nature. These statements should be
read in conjunction with the financial statements included as a part of the
1994 annual report on Form 10-K.
2. Inventories are stated at the lower of cost or market. Cost is determined
on the last-in, first-out (LIFO) basis for all crude oil, the majority of
company refined petroleum and vehicular lighting products; and on the
first-in, first-out (FIFO) basis for other inventories. The reserve to
reduce the carrying value of inventories from FIFO basis to LIFO basis
amounted to $22,075,000 at March 31, 1995, and $20,267,000 at December 31,
1994.
3. In December 1993, the United States of America commenced a lawsuit
against the company in the U.S. District Court for the Northern District
of West Virginia. The complaint alleges the company violated the federal
Resource Conservation and Recovery Act and the federal Clean Air Act at the
Congo refinery on various dates starting in 1980 and seeks civil penalties
not to exceed $25,000 per day for each violation. The company intends to
vigorously defend itself in this lawsuit. In the first quarter of 1994,
the company recorded a charge of $1,000,000 as its estimate of probable
liability associated with the lawsuit.
In addition, the company has received notices from the EPA and others
that it is a "potentially responsible party" relative to certain waste
disposal sites identified by the EPA and may be required to share in the
cost of cleanup. The company has accrued for all matters which are probable
and can be reasonably estimated.
In April 1994, purported class actions were commenced in the U.S.
District Court for the Western District of Pennsylvania against the company
and two other oil companies. The complaints allege violations of Section 1
of the Sherman Act. The company believes there is no basis for the
allegations in the complaints and intends to defend these matters
vigorously.
Contingent liabilities of an indeterminate amount exist in connection
with suits and claims arising in the ordinary course of business.
In the opinion of management, all matters discussed above are
adequately accrued for or covered by insurance or, if not so provided for,
are without merit or the disposition is not anticipated to have a material
effect on the company's financial position; however, one or more of these
matters could have a material effect on future quarterly or annual results
of operations when resolved.
4. The effective income tax rate of 38% for continuing operations is higher
than the 35% federal rate due to the added impact of state and
foreign taxes.
5. On March 28, 1995, the company announced that it had reached a
preliminary agreement for the acquisition of Slick 50, Inc. I, a marketer
of automotive engine treatments, automotive chemical products, and
specialty lubricants for the automotive and industrial markets. On April
20, 1995, the company and Slick 50, Inc. I entered into a letter of intent
under which the company indicated its intent to acquire all of the capital
stock of Slick 50, Inc. I in a statutory merger, in exchange for cash and
shares of the company's common stock, subject to certain adjustments and
conditions including the negotiation of a definitive acquisition agreement
and any necessary governmental approvals. The transaction is expected to be
concluded during the second calendar quarter of 1995.
(more)
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quaker State Corporation and Subsidiaries
(unaudited)
6. On April 28, 1995 the company announced plans to restructure its
organization to integrate recent acquisitions, consolidate management and
administrative activities, and move its corporate headquarters and Motor
Oil Division to the Dallas, Texas area. The company plans to complete the
move by the first quarter of 1996. The pre-tax costs and expenses
associated with the restructuring and relocating the workforce and
closing the headquarters facility in Oil City, Pennsylvania and its
administrative unit in Shreveport, Louisiana will approximate
$25,000,000. Certain of these costs will be recognized in the second
quarter of 1995, and the remainder when incurred.
7. On April 28, 1995 the company also announced that the Board of Directors
approved a $25,000,000 development project for the Red River port in
Shreveport, Louisiana, which will become the company's manufacturing and
technical headquarters.
8. The following schedule is prepared on a pro forma basis as though
Specialty and Westland had been acquired as of the beginning of 1994,
after including the impact of adjustments, such as amortization of
intangible assets, intercompany sales elimination and related tax
effects.
<TABLE>
<CAPTION>
For the quarter ended March 31, 1994
(in thousands except per share data, unaudited)
------------------------------------------------------------------
<S> <C>
REVENUES $242,246
Income from continuing operations $ 3,727
Income per share from continuing operations $ .12
------------------------------------------------------------------
</TABLE>
The pro forma results are not necessarily indicative of what would have
occurred if the acquisition had been in effect for the period
presented. In addition, they are not intended to be a projection of
future results and do not reflect any synergies that might be
achieved from combining the operations.
9. In March 1995, the Financial Accounting Standards Board issued
Standard No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of" which establishes accounting
standards for the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be held and used
and for long-lived assets and certain identifiable intangibles to be
disposed of. The new Standard must be implemented in 1996. The company
is currently evaluating what effect, if any, this Standard will have on
its financial position and results of operations.
<PAGE> 9
QUAKER STATE CORPORATION AND SUBSIDIARIES
Discussion and Analysis of Results of
Operations and Financial Condition
__________
The consolidated financial statements and related notes including information
about Quaker State Corporation's (the company) operations in different segments
included in this Form 10-Q should be read as an integral part of this review.
__________
Quaker State Corporation reported 1995 first quarter net income of
$5,596,000, or $.18 per share, compared to $5,583,000, or $.20 per share, last
year. The 1994 results included $1,764,000, or $.06 per share, from the
discontinued insurance operations. Even though the 1995 net income was
approximately the same as 1994, earnings per share declined $.02 because the
weighted average shares of capital stock outstanding increased to 31,586,000 in
1995 from 27,323,000 in 1994, primarily as the result of issuing 4,000,000
shares in the third quarter of 1994 for the acquisition of the Specialty and
Westland companies. Sales and operating revenues in 1995 were $244,982,000
compared to $175,478,000 in 1994 and included $76,586,000 of additional sales
from the Specialty and Westland companies that were acquired in the third
quarter of 1994. Operating profits in 1995 increased 15%, to $13,175,000, as
all major business segments reported improved results, except the Natural Gas
Exploration and Production Division where a 20% decline in natural gas prices
held down revenues and operating profits. All 1994 sales and operating revenues
and operating profits exclude the insurance operations which were discontinued
in 1994.
Motor Oil Division operating profits increased 19% to $6,174,000 while
revenues in the first quarter increased 56% to $191,084,000 and included
$76,586,000 of sales from the Specialty and Westland companies that were
purchased in the third quarter of 1994. Branded motor oil sales volume was down
8% against last year's first quarter volume which was favorably impacted by
sales incentive programs. A 10% decline in gross margins resulted from higher
material costs for all motor oil products and the inclusion of the private
label sales from the Specialty and Westland acquisitions where gross margins
are lower than the margins for branded motor oil sales. First quarter
reductions of over $6,000,000 for marketing, incentive and overhead expenses
more than offset the impact of the lower branded motor oil volume and gross
margins. In addition, refinery sales volume increased 7% and last year's first
quarter included a $1,000,000 charge to reserve for the company's estimate of
its probable liability associated with alleged environmental violations at the
Congo refinery. In the division's private label and industrial lubricants
business, operating results were negatively impacted by higher material costs
combined with the inability to pass those cost increases to customers and soft
sales volumes. Price increases for private label and industrial lubricant
products were implemented late in the first quarter and should improve gross
margins for those products for the remainder of 1995.
Q Lube reported first quarter operating profits of $1,659,000 on sales
and operating revenues of $28,714,000 compared to profits of $1,301,000 on
revenues of $26,159,000 last year. Car counts in 1995 increased 5% and average
per car sales improved 4%. A 12% reduction in administrative expenses was
offset by higher advertising, depreciation
<PAGE> 10
QUAKER STATE CORPORATION AND SUBSIDIARIES
Discussion and Analysis of Results of Operations and Financial Condition
__________
and amortization expenses resulting from the conversion of the fast lube
outlets to the new Q Lube format. This conversion will continue in 1995 with
approximately 100 additional stores expected to be completed by the end of the
year.
Operating profits for the first quarter of 1995 at the Natural Gas
Exploration and Production Division were $1,375,000 compared to $1,836,000 in
1994 while revenues declined 11% to $6,785,000. Natural gas prices declined 20%
to account for lower operating profits and revenues. Natural gas prices appear
to have stabilized since the beginning of 1995 but are not expected to rise
significantly for the remainder of 1995. Crude oil prices have increased 19% to
partially offset the impact of the lower natural gas prices.
Truck-Lite operating profits in 1995 of $3,762,000 increased 31% over
1994. Revenues were up 4% to $25,683,000. An 8% increase in sales volume and
reduced operating expenses accounted for the improved results.
Corporate income increased $1,119,000 and included approximately
$1,000,000 of additional royalty payments received for coal deliveries made by
the purchaser of a long-term coal sales agreement. Interest expense in 1995
increased 30% to $1,513,000 as a result of debt assumed in the acquisition of
Westland Oil Company, Inc. in the third quarter of 1994. Corporate expenses of
$4,276,000 were approximately the same as 1994.
The effective tax rate of 38% for continuing operations is higher than
the 35% federal rate due to the added impact of state and foreign taxes.
Cash used by operations in the first quarter of 1995 was $8,171,000 and
resulted from additional working capital requirements. In 1994 cash provided by
operating activities was $6,127,000. Cash used by discontinued coal activities
in 1995 was $3,448,000 compared to $4,432,000 last year. Cash used by investing
activities included capital expenditures of $7,013,000 and proceeds from the
sale of property and equipment of $2,239,000. Cash used in financing activities
was $3,628,000 and included $3,149,000 paid for dividends.
On March 28, 1995, the company announced that it had reached a
preliminary agreement for the acquisition of Slick 50, Inc. I, a marketer of
automotive engine treatments, automotive chemical products, and specialty
lubricants for the automotive and industrial markets. On April 20, 1995, the
company and Slick 50, Inc. I entered into a letter of intent under which the
company indicated its intent to acquire all of the capital stock of Slick 50,
Inc. I in a statutory merger, in exchange for cash and shares of the company's
common stock, subject to certain adjustments and conditions including the
negotiation of a definitive acquisition agreement and any necessary
governmental approvals. The transaction is expected to be concluded during the
second quarter of 1995.
<PAGE> 11
QUAKER STATE CORPORATION AND SUBSIDIARIES
Discussion and Analysis of Results of Operations and Financial Condition
__________
On April 27, 1995 the Board of Directors of the company declared a
quarterly dividend of 10 cents per share payable June 15 to shareholders of
record as of May 15, 1995.
On April 28, 1995, the company announced plans to restructure its
organization to integrate recent acquisitions, consolidate management and
administrative activities, and move its corporate headquarters and Motor Oil
Division to the Dallas, Texas area. The company plans to complete the move by
the first quarter of 1996. The pre-tax costs associated with restructuring and
relocating the workforce and closing the headquarters facility in Oil City,
Pennsylvania and its administrative unit in Shreveport, Louisiana will
approximate $25,000,000. Certain of the costs will be recognized in the second
quarter of 1995 and the remainder when incurred.
On April 28, 1995, the company also announced that the Board of Directors
approved a $25,000,000 development project for the Red River port in
Shreveport, Louisiana which will become the company's lubricants manufacturing
and technical headquarters.
In March 1995, the Financial Accounting Standards Board issued Standard
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" which establishes accounting standards for the
impairment of long-lived assets, certain identifiable intangibles, and goodwill
related to those assets to be held and used and for long-lived assets and
certain identifiable intangibles to be disposed of. The new Standard must be
implemented in 1996. The company is currently evaluating what effect, if any,
this Standard will have on its financial position and results of operations.
<PAGE> 12
PART II.
OTHER INFORMATION
<PAGE> 13
PART II
OTHER INFORMATION
QUAKER STATE CORPORATION AND SUBSIDIARIES
Item 5. Other Information.
On March 28, 1995, the Corporation announced that it had reached a
preliminary agreement for the acquisition of Slick 50, Inc. I, a marketer of
automotive engine treatments, automotive chemical products, and specialty
lubricants for the automotive and industrial markets. On April 20, 1995, the
Corporation and Slick 50, Inc. I entered into a letter of intent under which
the Corporation indicated its intent to acquire all of the capital stock of
Slick 50, Inc. I in a statutory merger, in exchange for cash and shares of the
Corporation's common stock, subject to certain adjustments and conditions
including the negotiation of a definitive acquisition agreement and any
necessary governmental approvals. The transaction is expected to be concluded
during the second calendar quarter of 1995.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits:
11. Computation of Net Income Per Share for the quarters ended
March 31, 1995 and 1994, filed herewith.
27. Financial Data Schedule, filed herewith.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by Quaker State Corporation during the
quarter ending March 31, 1995.
<PAGE> 14
QUAKER STATE CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
QUAKER STATE CORPORATION
(Registrant)
Date May 12, 1995 By /s/ Herbert M. Baum
----------------------- -------------------------
Herbert M. Baum
Chairman of the Board, President
and Chief Executive Officer
Date May 12, 1995 By /s/ R. Scott Keefer
----------------------- --------------------------
R. Scott Keefer
Vice President, Finance and Chief
Financial Officer
<PAGE> 15
QUAKER STATE CORPORATION
EXHIBIT LIST
The following Exhibits are required to be filed with this quarterly
report on Form 10-Q.
Exhibit No. and Document
- ------------------------
11. Computation of Net Income Per Share for the quarters ended
March 31, 1995 and 1994, filed herewith.
27. Financial Data Schedule, filed herewith.
<PAGE> 1
EXHIBIT 11
COMPUTATION OF NET INCOME PER SHARE
Quaker State Corporation and Subsidiaries
<TABLE>
<CAPTION>
For the quarter ended March 31 1995 1994
- --------------------------------------------------------------------------------------------------
(in thousands except per share data, unaudited)
<S> <C> <C> <C>
1. Net income $ 5,596 $ 5,583
==================================================================================================
2. Average number of shares of capital stock outstanding 31,473 27,249
3. Shares issuable upon exercise of dilutive stock
options outstanding during the period, based on
average market prices 113 74
4. Shares issuable upon exercise of dilutive stock
options outstanding during the period, based on
higher of average or period-end market prices 113 74
5. Average number of capital and capital equivalent
shares outstanding (2 + 3) 31,586 27,323
6. Average number of capital shares outstanding,
assuming full dilution (2 + 4) 31,586 27,323
7. Net income per capital and capital equivalent share
(1 divided by 5) $.18 $.20
==================================================================================================
8. Net income per capital share assuming full dilution
(1 divided by 6) $.18 $.20
==================================================================================================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000081381
<NAME> QUAKER STATE OIL
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 13,232
<SECURITIES> 0
<RECEIVABLES> 106,908
<ALLOWANCES> 2,676
<INVENTORY> 72,088
<CURRENT-ASSETS> 214,733
<PP&E> 603,184
<DEPRECIATION> 358,722
<TOTAL-ASSETS> 615,030
<CURRENT-LIABILITIES> 108,059
<BONDS> 0
<COMMON> 31,526
0
0
<OTHER-SE> 222,509
<TOTAL-LIABILITY-AND-EQUITY> 615,030
<SALES> 244,982
<TOTAL-REVENUES> 248,698
<CGS> 132,274
<TOTAL-COSTS> 172,356
<OTHER-EXPENSES> 65,451
<LOSS-PROVISION> 329
<INTEREST-EXPENSE> 1,536
<INCOME-PRETAX> 9,026
<INCOME-TAX> 3,430
<INCOME-CONTINUING> 5,596
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,596
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
