DEFA14A

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): March 13, 2011

THE LUBRIZOL CORPORATION

(Exact Name of Registrant as Specified in 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) 934-4200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filling 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)

þ 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

EX-99.1

EX-99.2

EX-99.3

EX-99.4

EX-99.5

Item 1.01. Entry into a Definitive Material Agreement.

          On March 13, 2011, The Lubrizol Corporation, an Ohio corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Berkshire Hathaway Inc., a Delaware corporation (“Parent”), and Ohio Merger Sub, Inc., a wholly owned subsidiary of Parent and an Ohio corporation (“Merger Sub”), providing for the merger (the “Merger”) of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. The merger consideration is $135.00 per share, without interest. A copy of the press release issued by Berkshire Hathaway and Lubrizol announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The material terms of the Merger Agreement, including the conditions to the Merger, will be described in a subsequent filing on Form 8-K.

Item 8.01. Other Events.

Beginning March 14, 2011, the Company distributed the following materials, each of which is attached hereto and is incorporated herein by reference:

• Public FAQs

• Employee FAQs

• Letter to Employees

• Letter to Customers, Suppliers and Partners

Additional Information

          In connection with the proposed transaction, the Company will file a proxy statement with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE COMPANY. You will be able to obtain the proxy statement, as well as other filings containing information about the Company, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings made by the Company with the SEC can also be obtained, free of charge, by directing a request to The Lubrizol Corporation, 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298, attention: Corporate Secretary.

Participants in the Solicitation

          The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed transaction. Information about the Company’s directors and executive officers and their ownership of the company’s common stock is set forth in its Form 10-K which was filed with the SEC on February 25, 2011 and the proxy statement for the Company’s Annual Meeting of shareholders, which was filed with the SEC on March 17, 2010. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed transaction, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed transaction, when filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit Number	Description
99.1	Press release issued by Berkshire Hathaway and Lubrizol dated March 14, 2011
99.2	Public FAQs
99.3	Employee FAQs
99.4	Letter to Employees
99.5	Letter to Customers, Suppliers and Partners

SIGNATURE

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
By:	/s/ Leslie M. Reynolds
	Leslie M. Reynolds
	Corporate Secretary and Counsel

Date: March 14, 2011

EX-99.1

Exhibit 99.1

News Release

For release: Immediately

Berkshire Hathaway to Acquire Lubrizol for $135 per Share
in an All-Cash Transaction

• 28 percent premium represents compelling value for all Lubrizol stakeholders

• Advances Lubrizol’s focus on long-term customer needs

• Lubrizol headquarters to remain in Wickliffe, Ohio

OMAHA, NE / CLEVELAND, OH, March 14, 2011 — Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B) and The Lubrizol Corporation (NYSE: LZ) today announced a definitive agreement for Berkshire Hathaway to acquire 100% of outstanding Lubrizol shares for $135 per share in an all-cash transaction. The transaction, which was unanimously approved by the board of directors of each company, is valued at approximately $9.7 billion, including approximately $0.7 billion in net debt, making it one of the largest acquisitions in Berkshire Hathaway history. This price represents a 28 percent premium over Lubrizol’s closing price on Friday, March 11, 2011, and is also 18 percent higher than Lubrizol’s all-time high share closing price.

“Lubrizol is exactly the sort of company with which we love to partner — the global leader in several market applications run by a talented CEO, James Hambrick,” said Warren Buffett, Berkshire Hathaway chief executive officer. “Our only instruction to James — just keep doing for us what you have done so successfully for your shareholders.”

James Hambrick, Lubrizol chairman, president and chief executive officer, said, “This transaction provides compelling value to our shareholders and is a clear endorsement of the growth and diversification success Lubrizol has achieved. We are very excited to have the opportunity to become part of the Berkshire Hathaway family. We believe its philosophy of supporting long-term global investments in technology, assets and employees will enhance execution of our growth strategies. Such a long-term commitment is more important than ever in today’s global economy to deliver true market-leading products and services for our customers.”

The transaction is subject to the approval of Lubrizol’s shareholders and the satisfaction of customary closing conditions, including the expiration of waiting periods and the receipt of approvals under the Hart-Scott-Rodino Antitrust Improvements Act and applicable non-U.S. merger control regulations. Berkshire Hathaway and Lubrizol expect the transaction to be completed during the third quarter of 2011.

After the close of the transaction, Lubrizol will operate as a subsidiary of Berkshire Hathaway and will continue to provide innovative technology, outstanding service and superior global supply chain support to its customers. Lubrizol will remain located at its Wickliffe, Ohio, headquarters and will continue to be led by its current management team.

Citi and Evercore Partners are acting as financial advisors to Lubrizol, and Lubrizol’s legal counsel is Jones Day. Berkshire Hathaway’s transaction counsel is Munger, Tolles & Olson LLP.

About Berkshire Hathaway

Berkshire Hathaway and its subsidiaries engage in diverse business activities including property and casualty insurance and reinsurance, utilities and energy, freight rail transportation, finance, manufacturing, retailing and services. Berkshire’s common stock is listed on the New York Stock Exchange, trading symbols BRK.A and BRK.B.

About The Lubrizol Corporation

The Lubrizol Corporation (NYSE: LZ) is an innovative specialty chemical company that produces and supplies technologies to customers in the global transportation, industrial and consumer markets. These technologies include lubricant additives for engine oils, other transportation-related fluids and industrial lubricants, as well as fuel additives for gasoline and diesel fuel. In addition, Lubrizol makes ingredients and additives for personal care products and pharmaceuticals; specialty materials, including plastics technology; and performance coatings in the form of specialty resins and additives. Lubrizol’s industry-leading technologies in additives, ingredients and compounds enhance the quality, performance and value of customers’ products, while reducing their environmental impact.

With headquarters in Wickliffe, Ohio, The Lubrizol Corporation owns and operates manufacturing facilities in 17 countries, as well as sales and technical offices around the world. Founded in 1928, Lubrizol has approximately 6,900 employees worldwide. Revenues for 2010 were $5.4 billion. For more information, visit www.lubrizol.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to Lubrizol’s operations and business environment that are difficult to predict and may be beyond the control of Lubrizol. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by forward-looking statements. Uncertainties and risk factors that could affect the future performance of Lubrizol and cause results to differ from the forward-looking statements in this release include, but are not limited to, Lubrizol’s ability to manage margins in an environment of volatile raw material costs; conditions affecting Lubrizol’s customers, suppliers and the industries that it serves; competitors’ responses to Lubrizol’s products; changes in accounting, tax or regulatory practices or requirements; other factors that are set forth in management’s discussion and analysis of Lubrizol’s most recently filed reports with the Securities and Exchange Commission; and uncertainties associated with the proposed acquisition of Lubrizol by Berkshire Hathaway, including uncertainties relating to the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction and the ability to complete the transaction. The forward-looking statements contained herein represent the companies’ judgment as of the date of this release and they caution readers not to place undue reliance on

such statements. Berkshire and Lubrizol assume no obligations to update the forward-looking statements contained in this release.

Participants in Solicitation

Lubrizol and its directors and officers may be deemed to be participants in the solicitation of proxies from Lubrizol’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed transaction. Information about Lubrizol’s directors and executive officers and their ownership of Lubrizol’s common stock is set forth in the proxy statement for Lubrizol’s Annual Meeting of shareholders, which was filed with the SEC on March 17, 2010. Shareholders may obtain additional information regarding the interests of Lubrizol and its directors and executive officers in the proposed transaction, which may be different than those of Lubrizol’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed transaction, when filed with the SEC.

Additional Information

In connection with the proposed transaction, Lubrizol will file a proxy statement with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND LUBRIZOL. You will be able to obtain the proxy statement, as well as other filings containing information about Lubrizol, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings made by Lubrizol with the SEC can also be obtained, free of charge, by directing a request to The Lubrizol Corporation, 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298, attention: Mark Sutherland, or by calling Mark Sutherland at (440) 347-1206.

Berkshire Hathaway Contact:

Financial/Investor Contact
Marc D. Hamburg
402/346-1400

Lubrizol Contacts:
Financial/Investor Contact	Media Contact
Mark Sutherland	Julie Young
440/347-1206	440/347-4432

# # #

EX-99.2

Exhibit 99.2

Acquisition of Lubrizol by Berkshire Hathaway:
Frequently Asked Questions

1. Why are you selling the company and why is this deal in the best interests of Lubrizol’s shareholders?

After a thorough evaluation, the board concluded that this transaction will deliver a substantial return to our shareholders with significant value and immediate liquidity. This transaction offers compelling value to our shareholders and is in the best interests of all of our constituents, including customers, employees, investors, suppliers, partners and communities in which we operate. The offer price of $135 per Lubrizol share represents a premium of approximately 28% to the closing price on Friday, March 11, 2011, and an 18% premium to the all-time high closing stock price.

2.

Why does Berkshire Hathaway want to own Lubrizol?

Lubrizol is a premier, global specialty chemicals company with approximately 24% EBITDA margins. In addition to being the number-one lubricant additives supplier in the world and a leading personal care ingredients producer, Lubrizol has technology and market leadership positions in diverse end markets and has a strong international presence. The business portfolio is comprised of a high margin and high cash generating lubricant additives business segment and a very profitable, high-growth advanced materials business segment with access to large addressable markets. Lubrizol also matches the other criteria that Warren Buffett has laid out for acquiring companies — it has demonstrated consistent earning power and has a straightforward business model with strong management in place.

3. Does Berkshire Hathaway plan to retain the Lubrizol management team going forward? Any changes expected?

Berkshire Hathaway believes that Lubrizol is a well-run company and plans to retain the current management team and its employees.

4.	What approvals do you need to close the transaction?
	The transaction is subject to the approval of Lubrizol’s shareholders and the satisfaction of customary closing conditions, including the expiration of waiting periods and the receipt of approvals under the Hart-Scott-Rodino Antitrust Improvements Act and applicable non-U.S. merger control regulations. We do not anticipate any issues regarding approval of the transaction.

Page 2 of 3

5.	What percentage of Lubrizol’s shareholders are required to approve this transaction?
	The transaction requires the approval of a majority of Lubrizol’s outstanding shares.
6.	Where can I find out more details about the transaction?
	We expect to file the merger agreement on Tuesday, March 15, 2011, which will provide additional details. Once filed, the agreement will be available in the Investor Relations section of the Lubrizol website, www.lubrizol.com.
7.	When is the transaction expected to be completed?
	The transaction is expected to close during the third quarter of 2011.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to Lubrizol’s operations and business environment that are difficult to predict and may be beyond the control of Lubrizol. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by forward-looking statements. Uncertainties and risk factors that could affect the future performance of Lubrizol and cause results to differ from the forward-looking statements in this release include, but are not limited to, Lubrizol’s ability to manage margins in an environment of volatile raw material costs; conditions affecting Lubrizol’s customers, suppliers and the industries that it serves; competitors’ responses to Lubrizol’s products; changes in accounting, tax or regulatory practices or requirements; other factors that are set forth in management’s discussion and analysis of Lubrizol’s most recently filed reports with the Securities and Exchange Commission; and uncertainties associated with the proposed acquisition of Lubrizol by Berkshire Hathaway, including uncertainties relating to the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction and the ability to complete the transaction. The forward-looking statements contained herein represent the companies’ judgment as of the date of this release and they caution readers not to place undue reliance on such statements. Berkshire and Lubrizol assume no obligations to update the forward-looking statements contained in this release.

Participants in Solicitation

Lubrizol and its directors and officers may be deemed to be participants in the solicitation of proxies from Lubrizol’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed transaction. Information

Page 3 of 3

about Lubrizol’s directors and executive officers and their ownership of Lubrizol’s common stock is set forth in its Form 10-K which was filed with the SEC on February 25, 2011 and the proxy statement for the Company’s Annual Meeting of shareholders, which was filed with the SEC on March 17, 2010. Shareholders may obtain additional information regarding the interests of Lubrizol and its directors and executive officers in the proposed transaction, which may be different than those of Lubrizol’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed transaction, when filed with the SEC.

Additional Information

In connection with the proposed transaction, Lubrizol will file a proxy statement with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND LUBRIZOL. You will be able to obtain the proxy statement, as well as other filings containing information about Lubrizol, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings made by Lubrizol with the SEC can also be obtained, free of charge, by directing a request to The Lubrizol Corporation, 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298, attention: Mark Sutherland, or by calling Mark Sutherland at (440) 347-1206.

EX-99.3

Exhibit 99.3

Answers to Employees’ Questions about the Proposed Transaction

1.	Why are you selling the company?
	After a thorough evaluation, the board concluded that this transaction will deliver a substantial return to our shareholders with significant value and immediate liquidity. This transaction offers compelling value to our shareholders and is in the best interests of all of our constituents, including customers, employees, investors, suppliers, partners and communities in which we operate. The offer price of $135 per Lubrizol share represents a premium of approximately 28% to the closing price on Friday, March 11, 2011, and an 18% premium to the all-time high closing stock price.
	Additionally, we believe that Berkshire Hathaway’s long-term investment philosophy will allow us to continue to grow our business and serve our customers by providing them with the innovative technology necessary for their success.
2.	Who is Berkshire Hathaway?
	Berkshire Hathaway is a Fortune 100 company with more than $135 billion in revenues and more than 70 different businesses internationally. Berkshire Hathaway and its subsidiaries engage in diverse business activities including property and casualty insurance and reinsurance, utilities and energy, freight rail transportation, finance, manufacturing, retailing and services. Berkshire’s CEO, Warren Buffett, is one of the world’s most respected business leaders, and Berkshire Hathaway has an extensive track record of investing for the long run. For more information, visit www.berkshirehathaway.com.
3.	Why is this change good for employees?
	This transaction will allow us to continue to operate as The Lubrizol Corporation and remain focused on our long-term plans without the constraints of short-term public market requirements. Berkshire Hathaway’s philosophy of supporting long-term investment will allow Lubrizol to continue to successfully grow and invest in the enterprise. We believe this change in ownership is in the best interests of all of our constituents, including our employees, customers, investors, suppliers, partners and communities in which we operate.
4.	If employees own stock in the company, do they benefit from this transaction?
	This transaction offers compelling value to all our shareholders, including employee shareholders. Any Lubrizol stock — including any held in retirement accounts — will be valued at $135 per share at the close of the proposed transaction.
5.	How long before the transaction closes? What approvals are required?
	The transaction is expected to close during the third quarter of 2011, subject to the receipt of shareholder approval and the satisfaction of customary closing conditions including the expiration of waiting periods and the receipt of approvals under the Hart-Scott-Rodino Antitrust Improvements Act and applicable non-U.S. merger control regulations.

 2

6.	What can employees expect in the interim?
	Until the closing, Lubrizol and Berkshire Hathaway remain separate companies, and it will be business as usual. Employees should continue to focus on serving our customers with the same high level of service that they have come to expect from Lubrizol. Even after the closing, there will be little, if any, change in day-to-day operations for Lubrizol employees.
7.	What does this transaction mean for my job? Will there be any changes in employee benefits and compensation?
	Berkshire Hathaway believes that Lubrizol is a well-run company and that our solid foundation, along with our talented employees, positions us well for the future. We do not anticipate any significant change in daily Lubrizol operations. Both Lubrizol and Berkshire Hathaway are committed to providing competitive a compensation and benefits package that will allow us to attract and retain the talent needed to successfully drive Lubrizol forward. It is very important that we remain completely focused on our business and continue to deliver the superior products and services that our customers have come to rely upon.
8.	After the closing of the transaction, what will the combined company be called, where will it be headquartered, and who will lead it?
	Lubrizol will keep its name and headquarters. It will become part of the Berkshire Hathaway family of businesses after the closing of this transaction. Berkshire Hathaway plans to retain the current management team.
9.	How will this transaction affect our relationship with our customers?
	This transaction is a significant win for our customers. Berkshire Hathaway’s long-term investment philosophy will allow Lubrizol to continue to successfully grow while focusing on our customers’ needs.
10.	Why did the management not inform employees first? Why did I have to read about it in the media?
	We realize that hearing about this in the public domain might have been frustrating for our valued employees. However since we are a publicly listed company and are constrained by securities laws and other legal considerations, we were unable to inform our employees before we formally notified the public markets.
11.	Do I still work for Lubrizol? Or do I work for Berkshire Hathaway?
	Lubrizol employees will continue to work for Lubrizol. Once the transaction closes, Lubrizol will simply be part of the Berkshire Hathaway family of businesses.
12.	How should I respond to questions from the media, investors, customers or suppliers about the transaction?
	The Securities and Exchange Commission has strict rules regarding communication on pending transactions. Therefore, it is essential that all inquiries from the media or investors be routed through the proper Lubrizol representatives. Absolutely do not discuss this matter with the media, investors or other third parties; direct all such inquiries to Mark Sutherland or Julie Young.

 3

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to Lubrizol’s operations and business environment that are difficult to predict and may be beyond the control of Lubrizol. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by forward-looking statements. Uncertainties and risk factors that could affect the future performance of Lubrizol and cause results to differ from the forward-looking statements in this release include, but are not limited to, Lubrizol’s ability to manage margins in an environment of volatile raw material costs; conditions affecting Lubrizol’s customers, suppliers and the industries that it serves; competitors’ responses to Lubrizol’s products; changes in accounting, tax or regulatory practices or requirements; other factors that are set forth in management’s discussion and analysis of Lubrizol’s most recently filed reports with the Securities and Exchange Commission; and uncertainties associated with the proposed acquisition of Lubrizol by Berkshire Hathaway, including uncertainties relating to the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction and the ability to complete the transaction. The forward-looking statements contained herein represent the companies’ judgment as of the date of this release and they caution readers not to place undue reliance on such statements. Berkshire and Lubrizol assume no obligations to update the forward-looking statements contained in this release.

Participants in Solicitation

Lubrizol and its directors and officers may be deemed to be participants in the solicitation of proxies from Lubrizol’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed transaction. Information about Lubrizol’s directors and executive officers and their ownership of Lubrizol’s common stock is set forth in its Form 10-K which was filed with the SEC on February 25, 2011 and the proxy statement for the Company’s Annual Meeting of shareholders, which was filed with the SEC on March 17, 2010. Shareholders may obtain additional information regarding the interests of Lubrizol and its directors and executive officers in the proposed transaction, which may be different than those of Lubrizol’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed transaction, when filed with the SEC.

Additional Information

In connection with the proposed transaction, Lubrizol will file a proxy statement with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND LUBRIZOL. You will be able to obtain the proxy statement, as well as other filings containing information about Lubrizol, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings made by Lubrizol with the SEC can also be obtained, free of charge, by directing a request to The Lubrizol Corporation, 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298, attention: Mark Sutherland, or by calling Mark Sutherland at (440) 347-1206.

EX-99.4

Exhibit 99.4

Page 1 of 2

March 14, 2011

Fellow Employees:

This morning we announced that Lubrizol has entered into a merger agreement to be acquired by Berkshire Hathaway Inc. for $135 per share. This is a transformative event that we believe will provide tremendous opportunities for our company and its employees. Berkshire Hathaway, the company led by legendary businessman Warren Buffett, has a long-term investing approach, and we are very excited about the prospect of becoming part of the Berkshire Hathaway family. A joint news release is available on www.lubrizol.com.

I have shared with you my confidence that Lubrizol is well positioned for continued sustainable growth, and this transaction reaffirms that confidence. Berkshire Hathaway believes Lubrizol is well run and that our solid foundation and talented employees position us well for the future. I believe Berkshire Hathaway’s investment represents a clear endorsement of your hard work and the superior results you have helped us achieve.

Let me assure you that it remains business as usual at Lubrizol — now and after the transaction closes. At its core, this simply represents a change of ownership, as we will become an operating subsidiary of Berkshire Hathaway led by the current management team and headquartered in Wickliffe, Ohio. Our Founders’ vision and the values that have always guided us will continue to shape an even stronger future. We will strive to be the essential ingredient in our customers’ success by delivering the innovative technology, outstanding service and superior global supply chain they value from us.

The transaction is expected to close during the third quarter of 2011, subject to the receipt of shareholder approval and the satisfaction of customary closing conditions, including the expiration of waiting periods and the receipt of approvals under the Hart-Scott-Rodino Antitrust Improvements Act and applicable non-U.S. merger control regulations. Once the transaction closes, Lubrizol will become part of Berkshire Hathaway and will no longer be a publicly traded company. However, we will continue to operate as The Lubrizol Corporation and remain focused on our long-term plans without the constraints of short-term public market requirements.

Because I know that you will have many questions, we have prepared a list of responses that will be available on The Channel. Please direct any other questions to employee.questions@lubrizol.com. We will also post periodic updates when we can do so.

The Securities and Exchange Commission has strict rules regarding communication on pending transactions. Therefore, it is essential that all inquiries from the media or investors be routed through the proper Lubrizol representatives. Absolutely do not discuss this matter with the media, investors or other third parties; direct all such inquiries to Mark Sutherland (jmsu@lubrizol.com) or Julie Young (jlsy@lubrizol.com).

Once again, thank you for all that you do for Lubrizol. Because of your efforts, we have been able to deliver substantial value to our shareholders and position our company and our employees for an exciting future. I am extremely proud of you and Lubrizol.

Sincerely,

James L. Hambrick
Chairman, President and Chief Executive Officer

Page 2 of 2

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to Lubrizol’s operations and business environment that are difficult to predict and may be beyond the control of Lubrizol. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by forward-looking statements. Uncertainties and risk factors that could affect the future performance of Lubrizol and cause results to differ from the forward-looking statements in this release include, but are not limited to, Lubrizol’s ability to manage margins in an environment of volatile raw material costs; conditions affecting Lubrizol’s customers, suppliers and the industries that it serves; competitors’ responses to Lubrizol’s products; changes in accounting, tax or regulatory practices or requirements; other factors that are set forth in management’s discussion and analysis of Lubrizol’s most recently filed reports with the Securities and Exchange Commission; and uncertainties associated with the proposed acquisition of Lubrizol by Berkshire Hathaway, including uncertainties relating to the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction and the ability to complete the transaction. The forward-looking statements contained herein represent the companies’ judgment as of the date of this release and they caution readers not to place undue reliance on such statements. Berkshire and Lubrizol assume no obligations to update the forward-looking statements contained in this release.

Participants in Solicitation

Lubrizol and its directors and officers may be deemed to be participants in the solicitation of proxies from Lubrizol’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed transaction. Information about Lubrizol’s directors and executive officers and their ownership of Lubrizol’s common stock is set forth in its Form 10-K which was filed with the SEC on February 25, 2011 and the proxy statement for the Company’s Annual Meeting of shareholders, which was filed with the SEC on March 17, 2010. Shareholders may obtain additional information regarding the interests of Lubrizol and its directors and executive officers in the proposed transaction, which may be different than those of Lubrizol’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed transaction, when filed with the SEC.

Additional Information

In connection with the proposed transaction, Lubrizol will file a proxy statement with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND LUBRIZOL. You will be able to obtain the proxy statement, as well as other filings containing information about Lubrizol, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings made by Lubrizol with the SEC can also be obtained, free of charge, by directing a request to The Lubrizol Corporation, 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298, attention: Mark Sutherland, or by calling Mark Sutherland at (440) 347-1206.

EX-99.5

Exhibit 99.5

March 14, 2011

To: All Lubrizol Customers, Suppliers and Partners

A message regarding Lubrizol’s proposed acquisition by Berkshire Hathaway

You are probably aware by now that we have reached an agreement to be acquired by Berkshire Hathaway Inc. We are very excited about the prospect of becoming part of the Berkshire Hathaway family, and believe the efforts of our combined corporate cultures will bring added strength, growth and greater overall opportunity to our valued customers and business partners. Berkshire Hathaway is a Fortune 100 company with more than $135 billion in revenues and more than 70 different businesses internationally. Berkshire’s CEO, Warren Buffett, is one of the world’s most respected business leaders, and the organization has an extensive track record of investing for the long run.

Berkshire Hathaway plans to support the current growth strategy of Lubrizol and provide the necessary resources to ensure that we continue to invest in the innovative technology, outstanding services and superior supply chain management that allow our customers to win in the changing global marketplace.

It will remain business as usual at Lubrizol, with even greater opportunities ahead. Our leadership will remain in place and remain focused on providing value to the marketplace. This transaction announcement in no way changes your existing relationship with Lubrizol — your day-to-day contacts will remain the same, and we will work to ensure that the transition will be seamless to you. We’ll continue to deliver quality and value, and will strive to exceed customer expectations. We will also actively participate in customer meetings, industry associations and other forums where we can strengthen our relationships with our global customers.

Lubrizol expects the acquisition to be final during the third quarter of 2011, subject to regulatory and shareholder approvals. We have a dedicated team working on all transaction-specific processes, so there will be no distractions to our business operations and Lubrizol will continue to provide excellent customer service.

I want to personally thank you for your ongoing support as we move into this exciting new phase. Our goal is to provide our customers with innovative technology, outstanding service and superior global supply chain support, and we believe those tenets of our business will be enhanced through this transaction.

We look forward to updating you as we move forward.

Sincerely,

James L. Hambrick
Chairman, President and Chief Executive Officer

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements relate to anticipated trends and expectations rather than historical matters. Forward-looking statements are subject to uncertainties and factors relating to Lubrizol’s operations and business environment that are difficult to predict and may be beyond the control of Lubrizol. Such uncertainties and factors may cause actual results to differ materially from those expressed or implied by forward-looking statements. Uncertainties and risk factors that could affect the future performance of Lubrizol and cause results to differ from the forward-looking statements in this release include, but are not limited to, Lubrizol’s ability to manage margins in an environment of volatile raw material costs; conditions affecting Lubrizol’s customers, suppliers and the industries that it serves; competitors’ responses to Lubrizol’s products; changes in accounting, tax or regulatory practices or requirements; other factors that are set forth in management’s discussion and analysis of Lubrizol’s most recently filed reports with the Securities and Exchange Commission; and uncertainties associated with the proposed acquisition of Lubrizol by Berkshire Hathaway, including uncertainties relating to the anticipated timing of filings and approvals relating to the transaction, the expected timing of completion of the transaction and the ability to complete the transaction. The forward-looking statements contained herein represent the companies’ judgment as of the date of this release and they caution readers not to place undue reliance on such statements. Berkshire and Lubrizol assume no obligations to update the forward-looking statements contained in this release.

Participants in Solicitation

Lubrizol and its directors and officers may be deemed to be participants in the solicitation of proxies from Lubrizol’s shareholders with respect to the special meeting of shareholders that will be held to consider the proposed transaction. Information about Lubrizol’s directors and executive officers and their ownership of Lubrizol’s common stock is set forth in its Form 10-K which was filed with the SEC on February 25, 2011 and the proxy statement for the Company’s Annual Meeting of shareholders, which was filed with the SEC on March 17, 2010. Shareholders may obtain additional information regarding the interests of Lubrizol and its directors and executive officers in the proposed transaction, which may be different than those of Lubrizol’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed transaction, when filed with the SEC.

Additional Information

In connection with the proposed transaction, Lubrizol will file a proxy statement with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND LUBRIZOL. You will be able to obtain the proxy statement, as well as other filings containing information about Lubrizol, free of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and other filings made by Lubrizol with the SEC can also be obtained, free of charge, by directing a request to The Lubrizol Corporation, 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298, attention: Mark Sutherland, or by calling Mark Sutherland at (440) 347-1206.