UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 7, 2005
THE LUBRIZOL CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 1-5263 34-0367600
---------------------------- ----------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440) 943-4200
Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information contained in this Current Report on Form 8-K,
including the Exhibit attached hereto, is being furnished and shall
not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section. Furthermore, the information
contained in this Form 8-K shall not be deemed to be incorporated by
reference into any registration statement or other document filed
pursuant to the Securities Act of 1933, as amended, unless such
subsequent filing specifically references this Form 8-K.
A copy of the news release of The Lubrizol Corporation dated
February 7, 2005 announcing the Company's results for the quarter
and year ended December 31, 2004 is furnished as Exhibit 99.1 to
this Current Form 8-K.
Net income as adjusted for exclusion of restructuring charges, the
write-off of acquired in-process research and development (IPR&D)
costs and the currency forward contract gain is net income per our
consolidated results, adjusted for restructuring charges, the
write-off or credits related to acquired IPR&D costs and the impact
of the currency forward contract gain in the first quarter.
Management believes that both net income and net income as adjusted
for exclusion of these special charges and credits assist the
investor in understanding the results of operations of The Lubrizol
Corporation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit is furnished herewith:
99.1 The Lubrizol Corporation press release dated February 7,
2005 announcing The Lubrizol Corporation's financial
results for quarter and year ended December 31, 2004
(furnished pursuant to Item 2.02 of Form 8-K).
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 hereunto duly authorized.
THE LUBRIZOL CORPORATION
Date February 7, 2005
By: /s/ Leslie M. Reynolds
----------------------------------
Name: Leslie M. Reynolds
Title: Corporate Secretary and Counsel