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 8, 2008
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 2.02. |
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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 8, 2008
announcing the Company’s results for the quarter and year ended December 31, 2007 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 earnings
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. Management believes that both earnings from continuing
operations and earnings as adjusted for exclusion of these special charges 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 earnings from continuing operations and earnings as adjusted.
Earnings before interest and taxes (EBIT) (Non-GAAP) and earnings before interest,
taxes and restructuring and impairment charges (Adjusted EBIT) (Non-GAAP) is a
measure of income that differs from income from continuing operations measured in
accordance with generally accepted accounting principles (GAAP). EBIT is defined as
income from continuing operations per our consolidated results, adjusted for
interest expense – net and the provision for income taxes. EBIT is further adjusted
for restructuring and impairment charges to derive Adjusted EBIT. Management
believes that both EBIT and Adjusted EBIT 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 income from
continuing operations, EBIT and Adjusted EBIT.
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| Item 9.01 |
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Financial Statements and Exhibits |
(c) Exhibits. The following exhibit is furnished herewith:
| 99.1 |
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The Lubrizol Corporation press release dated
February 8, 2008 announcing The Lubrizol Corporation’s financial
results for the quarter and year ended December 31, 2007 (furnished
pursuant to Item 2.02 of Form 8-K). |