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) October 27, 2005
THE LUBRIZOL CORPORATION
(Exact name of registrant as specified in its charter)
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| Ohio
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1-5263
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34-0367600 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 29400 Lakeland Boulevard, Wickliffe, Ohio
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44092-2298 |
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| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
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 October 27, 2005
announcing the Company’s results for the quarter ended September 30, 2005 is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Earnings as adjusted (Non-GAAP) is a measure of income that differs from net income
from continuing operations measured in accordance with generally accepted accounting
principles (GAAP). Earnings as adjusted (Non-GAAP) is income from continuing
operations per our consolidated results, adjusted for exclusion of restructuring and
impairment charges, the write-off of (credit for) acquired in-process research and
development (IPR&D) and the currency forward contract gain. Management believes
that both earnings and earnings as adjusted for exclusion of these special charges
and credits assist the investor in understanding the results of operations of The
Lubrizol Corporation. In addition, management and the Board of Directors of The
Lubrizol Corporation evaluate results using the earnings and earnings as adjusted
basis.
Item 9.01 Financial Statements and Exhibits
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(c) |
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Exhibits. The following exhibit is furnished herewith: |
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99.1 |
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The Lubrizol Corporation press release dated
October 27, 2005 announcing The Lubrizol Corporation’s financial
results for quarter ended September 30, 2005 (furnished pursuant to
Item 2.02 of Form 8-K). |