The Lubrizol Corporation 8-K
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) July 27, 2005
(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
of incorporation)
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(Commission
File Number)
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(IRS Employer
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
(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))
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 July 27, 2005
announcing the Company’s results for the quarter ended June 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
measured in accordance with generally accepted accounting principles (GAAP).
Earnings as adjusted (Non-GAAP) is earnings per our consolidated results, adjusted
for exclusion of restructuring charges, the write-off of 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
July 27, 2005 announcing The Lubrizol Corporation’s financial results
for quarter ended June 30, 2005 (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.
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THE LUBRIZOL CORPORATION |
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Date July 27, 2005 |
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By:
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/s/ Leslie M. Reynolds
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Name: Leslie M. Reynolds |
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Title: Corporate Secretary and Counsel |