-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dfBClcM8GCnDK7ir76ttpYOZXfGkac/8eHHf3KqY6llDyuCYjEg51x/qwLW9Lfx6 k2RkOYe49klipYX4aznnQQ== 0000950152-94-000984.txt : 19940928 0000950152-94-000984.hdr.sgml : 19940928 ACCESSION NUMBER: 0000950152-94-000984 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940927 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBRIZOL CORP CENTRAL INDEX KEY: 0000060751 STANDARD INDUSTRIAL CLASSIFICATION: 2890 IRS NUMBER: 340367600 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05263 FILM NUMBER: 94550401 BUSINESS ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 BUSINESS PHONE: 2169434200 MAIL ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 11-K 1 LUBRIZOL 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year ended March 31, 1994 A. Full title and address of Plan: The Lubrizol Corporation Employees' Stock Purchase and Savings Plan 29400 Lakeland Boulevard Wickliffe, Ohio 44092 B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: The Lubrizol Corporation 29400 Lakeland Boulevard Wickliffe, Ohio 44092 REQUIRED INFORMATION Listed below are all of the exhibits and financial statements filed as part of the annual report: a. Exhibit - Consent of Independent Auditors b. Financial Statements Independent Auditors' Report Statement of Assets, Liabilities and Participants' Equity as of March 31, 1994. Statement of Assets, Liabilities and Participants' Equity as of March 31, 1993. 2 Statement of Income and Changes in Participants' Equity for the Year Ended March 31, 1994. Statement of Income and Changes in Participants' Equity for the Year Ended March 31, 1993. Statement of Income and Changes in Participants' Equity for the Year Ended March 31, 1992. Notes to Financial Statements for the Years Ended March 31, 1994, March 31, 1993, and March 31, 1992. Item 27a - Schedule of Assets Held for Investment Purposes as of March 31, 1994. Item 27d - Schedule of Reportable Transactions for the Year Ended March 31, 1994. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. THE LUBRIZOL CORPORATION EMPLOYEES' STOCK PURCHASE AND SAVINGS PLAN Date: September 26, 1994 By: /s/ R. A. Andreas -------------------- -------------------- R. A. Andreas Title: Member, Employee Benefits Administrative Committee 3 THE LUBRIZOL CORPORATION EMPLOYEES' STOCK PURCHASE AND SAVINGS PLAN FINANCIAL STATEMENTS FOR THE YEARS ENDED MARCH 31, 1994, 1993 AND 1992 AND SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED MARCH 31, 1994 AND INDEPENDENT AUDITORS' REPORT 4 THE LUBRIZOL CORPORATION EMPLOYEES' STOCK PURCHASE AND SAVINGS PLAN TABLE OF CONTENTS - ---------------------------------------------------------------------------------------------------
PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS AS OF MARCH 31, 1994 AND 1993 AND FOR THE YEARS ENDED MARCH 31, 1994, 1993 AND 1992: Statements Of Assets, Liabilities and Participants' Equity 2-3 Statements Of Income And Changes In Participants' Equity 4-6 Notes to Financial Statements 7-11 SUPPLEMENTAL SCHEDULES AS OF MARCH 31, 1994 AND FOR THE YEAR THEN ENDED: Schedule I - Item 27a - Schedule Of Assets Held For Investment Purposes 12 Schedule II - Item 27d - Schedule Of Reportable Transactions 13
5 INDEPENDENT AUDITORS' REPORT To the Employee Benefits Administrative Committee of The Lubrizol Corporation Employees' Stock Purchase and Savings Plan: We have audited, by fund and in total, the accompanying statements of assets, liabilities and participants' equity of The Lubrizol Corporation Employees' Stock Purchase and Savings Plan (the "Plan") as of March 31, 1994 and 1993, and the related statements of income and changes in participants' equity for each of the three years in the period ended March 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, by fund and in total, in all material respects, the financial position of the Plan as of March 31, 1994 and 1993, and the results of its operations and changes in participants' equity for each of the three years in the period ended March 31, 1994 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes as of March 31, 1994 and (2) reportable transactions for the year ended March 31, 1994 are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic 1994 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP Cleveland, Ohio September 9, 1994 6 THE LUBRIZOL CORPORATION EMPLOYEES' STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF ASSETS, LIABILITIES AND PARTICIPANTS' EQUITY MARCH 31, 1994 - -------------------------------------------------------------------------------------------------------------------------
COMPANY EQUITY MONEY FIXED STOCK INDEX MARKET INCOME FUND FUND FUND FUND TOTAL ASSETS: Investments: At fair value (Notes 3, 4 and 5): Lubrizol common stock $ 32,327,535 $ 32,327,535 Investment funds $ 19,498,810 $ 1,221,463 20,720,273 Short-term investments 792,124 143,718 $ 5,017,353 13 5,953,208 At contract value (Notes 3 and 4): Guaranteed investment contracts 7,403,149 7,403,149 ------------ ------------ ------------ ------------- ------------- Total investments 33,119,659 19,642,528 5,017,353 8,624,625 66,404,165 Cash 346,000 346,000 Accrued income receivable 230 42 1,393 1,665 Interfund receivables (payables) 134,846 (67,930) (280,890) 213,974 ------------ ------------ ------------ ------------- ------------- TOTAL ASSETS $ 33,254,735 $ 19,574,640 $ 4,737,856 $ 9,184,599 $ 66,751,830 ============ ============ ============ ============= ============= LIABILITIES AND PARTICIPANTS' EQUITY: Liabilities: Investment purchases pending settlement $ 392,592 $ 59 $ 392,651 Participants' equity 32,862,143 $ 19,574,640 4,737,797 $ 9,184,599 66,359,179 ------------ ------------ ------------ ------------- ------------- TOTAL LIABILITIES AND PARTICIPANTS' EQUITY $ 33,254,735 $ 19,574,640 $ 4,737,856 $ 9,184,599 $ 66,751,830 ============ ============ ============ ============= ============= See notes to financial statements.
- 2 - 7 THE LUBRIZOL CORPORATION EMPLOYEES' STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF ASSETS, LIABILITIES AND PARTICIPANTS' EQUITY MARCH 31, 1993 - ------------------------------------------------------------------------------------------------------------------------
COMPANY EQUITY MONEY FIXED STOCK INDEX MARKET INCOME FUND FUND FUND FUND TOTAL ASSETS: Investments: At fair value (Notes 3, 4 and 5): Lubrizol common stock $ 25,676,195 $ 25,676,195 Investment funds $ 16,924,166 $ 1,121,650 18,045,816 Short-term investment funds 579,144 386,035 $ 5,579,857 11,525 6,556,561 At contract value (Notes 3 and 4): Guaranteed investment contracts 5,795,018 5,795,018 ------------ ------------ ------------ ------------- ------------- Total investments 26,255,339 17,310,201 5,579,857 6,928,193 56,073,590 Accrued income receivable 119 79 1,104 2 1,304 Interfund receivables (payables) 9,330 185,704 (462,354) 267,320 ------------ ------------ ------------ ------------- ------------- TOTAL ASSETS $ 26,264,788 $ 17,495,984 $ 5,118,607 $ 7,195,515 $ 56,074,894 ============ ============ ============ ============= ============= LIABILITIES AND PARTICIPANTS' EQUITY: Liabilities: Investment purchases pending settlement $ 578,805 $ 66 $ 578,871 Participants' equity 25,685,983 $ 17,495,984 5,118,541 $ 7,195,515 55,496,023 ------------ ------------ ------------ ------------- ------------- TOTAL LIABILITIES AND PARTICIPANTS' EQUITY $ 26,264,788 $ 17,495,984 $ 5,118,607 $ 7,195,515 $ 56,074,894 ============ ============ ============ ============= ============= See notes to financial statements.
- 3 - 8 THE LUBRIZOL CORPORATION EMPLOYEES' STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY YEAR ENDED MARCH 31, 1994 - -----------------------------------------------------------------------------------------------------------------
COMPANY EQUITY MONEY FIXED STOCK INDEX MARKET INCOME FUND FUND FUND FUND TOTAL ADDITIONS: Investment income: Dividend income, Lubrizol common stock $ 756,643 $ 756,643 Interest income 10,619 $ 5,394 $ 158,999 $ 483,802 658,814 ----------- ------------ ----------- ----------- ------------- Total investment income 767,262 5,394 158,999 483,802 1,415,457 Contributions (Notes 1 and 2): Participants 3,101,486 3,754,283 677,837 1,491,957 9,025,563 Employer 2,016,524 38,115 5,952 32,131 2,092,722 Net appreciation in fair value of investments (Note 4) 2,958,831 236,459 7,359 99,811 3,302,460 Interfund transfers 81,888 (631,824) (738,899) 1,288,835 ----------- ------------ ----------- ----------- ------------- Total 8,925,991 3,402,427 111,248 3,396,536 15,836,202 ----------- ------------ ----------- ----------- ------------- DEDUCTIONS: Distributions to participants 1,749,560 1,323,771 484,547 1,407,402 4,965,280 Other 271 7,445 50 7,766 ----------- ------------ ----------- ----------- ------------- Total 1,749,831 1,323,771 491,992 1,407,452 4,973,046 ----------- ------------ ----------- ----------- ------------- INCREASE (DECREASE) IN PARTICIPANTS' EQUITY FOR THE YEAR 7,176,160 2,078,656 (380,744) 1,989,084 10,863,156 PARTICIPANTS' EQUITY, MARCH 31, 1993 25,685,983 17,495,984 5,118,541 7,195,515 55,496,023 ----------- ------------ ----------- ----------- ------------- PARTICIPANTS' EQUITY, MARCH 31, 1994 $32,862,143 $ 19,574,640 $ 4,737,797 $ 9,184,599 $ 66,359,179 =========== ============ =========== =========== ============= See notes to financial statements.
- 4 - 9 THE LUBRIZOL CORPORATION EMPLOYEES' STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY YEAR ENDED MARCH 31, 1993 - --------------------------------------------------------------------------------------------------------------------
COMPANY EQUITY MONEY FIXED STOCK INDEX MARKET INCOME FUND FUND FUND FUND TOTAL ADDITIONS: Investment income: Dividend income, Lubrizol common stock $ 573,145 $ 573,145 Interest income 9,669 $ 25,471 $ 87,347 $ 283,983 406,470 ----------- ------------ ----------- ----------- ------------- Total investment income 582,814 25,471 87,347 283,983 979,615 Contributions (Notes 1 and 2): Participants 2,643,492 3,397,280 924,154 1,413,561 8,378,487 Employer 1,908,753 31,272 6,439 30,180 1,976,644 Net appreciation/(depreciation) in fair value of investments (Note 4) (1,034,521) 2,007,714 137,873 184,912 1,295,978 Interfund transfers 1,089,005 (345,271) (1,233,321) 489,587 ----------- ------------ ----------- ----------- ------------- Total 5,189,543 5,116,466 (77,508) 2,402,223 12,630,724 ----------- ------------ ----------- ----------- ------------- DEDUCTIONS: Distributions to participants 716,271 578,353 361,337 429,198 2,085,159 Other 270 6,111 4,626 9,636 20,643 ----------- ------------ ----------- ----------- ------------- Total 716,541 584,464 365,963 438,834 2,105,802 ----------- ------------ ----------- ----------- ------------- INCREASE (DECREASE) IN PARTICIPANTS' EQUITY FOR THE YEAR 4,473,002 4,532,002 (443,471) 1,963,389 10,524,922 PARTICIPANTS' EQUITY, MARCH 31, 1992 21,212,981 12,963,982 5,562,012 5,232,126 44,971,101 ----------- ------------ ----------- ----------- ------------- PARTICIPANTS' EQUITY, MARCH 31, 1993 $25,685,983 $ 17,495,984 $ 5,118,541 $ 7,195,515 $ 55,496,023 =========== ============ =========== =========== ============= See notes to financial statements.
- 5 - 10 THE LUBRIZOL CORPORATION EMPLOYEES' STOCK PURCHASE AND SAVINGS PLAN STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY YEAR ENDED MARCH 31, 1992 - ---------------------------------------------------------------------------------------------------------------------
GUARANTEED COMPANY EQUITY MONEY INVESTMENT STOCK INDEX MARKET CONTRACT FUND FUND FUND FUND TOTAL ADDITIONS: Investment income: Dividend income, Lubrizol common stock $ 451,669 $ 451,669 Interest income 5,659 $ 1,632 $ 3,098 $ 43,079 53,468 ------------ ------------ ------------ ------------- ------------- Total investment income 457,328 1,632 3,098 43,079 505,137 ------------ ------------ ------------ ------------- ------------- Contributions (Notes 1 and 2): Participants 1,493,043 2,377,822 1,206,558 1,098,477 6,175,900 Employer 1,311,982 18,135 6,977 21,058 1,358,152 Net appreciation in fair value of investments (Note 4) 4,354,238 1,094,038 294,128 343,858 6,086,262 Interfund transfers 27,304 1,371,028 (1,088,767) (309,565) ------------ ------------ ------------ ------------- ------------- Total 7,643,895 4,862,655 421,994 1,196,907 14,125,451 ------------ ------------ ------------ ------------- ------------- DEDUCTIONS: Distributions to participants 529,114 580,189 244,922 128,496 1,482,721 Other 7,758 714 15,054 23,526 ------------ ------------ ------------ ------------- ------------- Total 529,114 587,947 245,636 143,550 1,506,247 ------------ ------------ ------------ ------------- ------------- INCREASE IN PARTICIPANTS' EQUITY FOR THE YEAR 7,114,781 4,274,708 176,358 1,053,357 12,619,204 PARTICIPANTS' EQUITY, MARCH 31, 1991 14,098,200 8,689,274 5,385,654 4,178,769 32,351,897 ------------ ------------ ------------ ------------- ------------- PARTICIPANTS' EQUITY, MARCH 31, 1992 $ 21,212,981 $ 12,963,982 $ 5,562,012 $ 5,232,126 $ 44,971,101 ============ ============ ============ ============= ============= See notes to financial statements.
- 6 - 11 THE LUBRIZOL CORPORATION EMPLOYEES' STOCK PURCHASE AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 1994, 1993 AND 1992 - ------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following brief description of The Lubrizol Corporation Employees' Stock Purchase and Savings Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. GENERAL - The Lubrizol Corporation (the "Company") established the Plan for the purpose of encouraging employee long-term, tax-deferred savings for retirement and employee ownership of common shares of the Company. The Plan is subject to the reporting and disclosure requirements, the minimum participation and vesting standards, and the fiduciary responsibility requirements of the Employee Retirement Income Security Act of 1974. ADMINISTRATION - The Plan is administered by the Employee Benefits Administrative Committee which is appointed by the Board of Directors of the Company. The Committee's powers and duties relate to the issuance of interpretive rules and regulations in accordance with the Plan document, including determination of the method and time of benefit distributions, and authorization of disbursements from the Plan. The assets of the various funds are maintained and administered by a bank acting as Trustee. Effective October 1, 1992 the trustee of the Plan was changed. The Trustee is responsible for the custody of the assets and the investment of the funds, including the purchase of Lubrizol common shares. PARTICIPATION AND CONTRIBUTIONS - All employees of the Company (except SVO Specialty Products, Inc., AGC Holdings, Inc., and former employees of Agrigenetics Company, formerly a division of the Company) or participating subsidiaries who have been credited with one year of eligibility service (as defined in the Plan) may participate in the Plan. As of March 31, 1994 there were no subsidiaries of the Company participating in the Plan. Eligible employees may elect a base salary deduction ranging from 1% to 12% (subject to the limitations of the Tax Reform Act of 1986) and to have such amount contributed to the Plan as a before-tax contribution ("CODA Contribution"). The Company will contribute a Matching Contribution to the Plan in an amount equal to 50% of an employee's CODA Contributions which are not in excess of the "Matched Percentage." The Matched Percentage is fixed each year by the Board of Directors but in no event will it exceed 5% of an employee's base salary. Eligible employees may also make contributions ranging from 1% to 12% of their base salary on an after-tax basis ("Supplemental Contribution"), provided that the total of an employee's CODA and Supplemental Contributions may not exceed 12% plus the Matched Percentage. CODA and Matching Contributions are excluded from the participant's taxable income until such amounts are received by them as a distribution from the Plan. Supplemental Contributions are included in the participant's taxable income in the period of contribution. Effective April 1, 1989, annual compensation subject to contribution is limited to a maximum of $200,000, as adjusted for inflation. - 7 - 12 In addition to CODA, Supplemental and Matching Contributions, the Plan provides for Rollover Contributions (described in Sections 402, 403 and 408 of the Internal Revenue Code) and Transferred Contributions (assets transferred from certain other tax-qualified plans) by or on behalf of an employee in accordance with procedures established by the Company. INVESTMENT OF CONTRIBUTIONS - Participants elect investment of their CODA Contributions and Supplemental Contributions in one or more of the Plan's four funds in 25% increments. All Matching Contributions are automatically invested in the Company Stock Fund with the exception that a participant who is at least 55 years old may elect to invest this contribution in 25% increments in the other three funds. A participant may elect to change his investment elections as to future contributions and may also elect to reallocate a portion or all of past CODA and Supplemental Contributions among the investment funds in increments of 25% of the total amount to be reallocated. All such elections must be filed with the Company at least 15 days before the Enrollment Date (any January 1, April 1, July 1 and October 1 of each year) when such election is to be effective. The value of the Company Stock Fund, the Equity Index Fund, the Money Market Fund, and the Fixed Income Fund (changed from the Guaranteed Investment Contract Fund effective October 1, 1992), and the interests of Participants under each Fund, are calculated as of the last day of each month ("Valuation Date"). VESTING AND DISTRIBUTIONS - Each participant is immediately and fully vested in all CODA and Supplemental Contributions and earnings thereon. Participants vest in Matching Contributions by the Company at a rate of 20% for each full year of eligible service and become completely vested after five years, at retirement at or after age 55, upon death, or upon termination of employment due to permanent and total disability. Participants may request voluntary withdrawals of their Supplemental Contributions only once every six months. Participants may also apply for hardship withdrawals from their CODA Contributions, subject to adherence to Internal Revenue Service regulations and approval by the Employee Benefits Administrative Committee. When a Participant's employment terminates, his vested interest in the Funds is distributed in a single lump-sum payment as soon as practicable after the first Valuation Date following receipt of a participant's application for distribution of account balances. Amounts to be distributed to terminated employees at March 31, 1994 and March 31, 1993 were:
1994 1993 Company Stock Fund $ 635,244 $ 111,763 Equity Index Fund 397,925 46,252 Money Market Fund 203,236 24,086 Fixed Income Fund 502,805 105,802 ------------- ------------- Total $ 1,739,210 $ 287,903 ============= =============
2. DESCRIPTION OF THE SEPARATE FUNDS The Plan provides for the establishment of four separate investment funds. The Plan maintains separate accounts for each participant and invests such participants' contributions, as required by the Plan or as directed by each of the participants, in one or more of the following funds: - The Company Stock Fund, which consists of Common Stock of The Lubrizol Corporation and temporary investments in the Trustee's EB Temporary Investment Fund. Prior to October 1, 1992, temporary investments were made in the predecessor Trustee's BT Pyramid Directed Account Cash Fund. - 8 - 13 - The Equity Index Fund, which consists of units of the Trustee's EB Stock Index Fund, a fund of common stocks designed to approximate the overall performance of the common stocks included in the Standard & Poor's Composite Stock Price Index, and temporary investments in the Trustee's EB Temporary Investment Fund. Prior to October 1, 1992 the Equity Income Fund consisted of units of the predecessor Trustee's BT Pyramid Equity Index Fund, a fund whose investment strategy was similar to that of the EB Stock Index Fund, and temporary investments in the Trustee's BT Pyramid Discretionary Cash Fund. - The Money Market Fund, which consists of units of the predecessor Trustee's BT Pyramid Super Cash Ancillary Fund, a fund of commercial paper and loan participations, and temporary investments in the Trustee's EB Temporary Investment Fund. Prior to October 1, 1992 the Money Market Fund consisted of units of the predecessor Trustee's BT Pyramid Super Cash Fund, a fund of liquid, short-term instruments and other short-term investment vehicles. - The Fixed Income Fund, which consists of units of the predecessor Trustee's BT Pyramid Guaranteed Investment Contract III 1990 Fund, other guaranteed investment contracts purchased directly by the trustee, and temporary investments in the Trustee's EB Temporary Investment Fund. Prior to October 1, 1992 the Fixed Income Fund consisted of units of the predecessor Trustee's BT Pyramid Guaranteed Investment Contract III 1989 Fund, units of BT Pyramid Guaranteed Investment Contract III 1990 Fund, other guaranteed investment contracts purchased directly by the trustee, and temporary investments in the predecessor Trustee's BT Pyramid Directed Account Cash Fund. Participant distributions from the Equity Index, Money Market, and Fixed Income Funds shall be paid in cash; amounts distributed from the Company Stock Fund shall be paid in the form of common shares of the Company or their cash equivalent at the election of the participant or their beneficiary. The number of employees actively participating in each of the four funds based upon their participation elections at March 31, 1994 and 1993 were as follows:
NUMBER OF PARTICIPANTS ----------------- 1994 1993 Company Stock Fund 1,483 1,441 Equity Index Fund 1,518 1,499 Money Market Fund 446 527 Guaranteed Investment Contract Fund 737 773
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - Each Fund of the Plan is accounted for separately. The accounts of these Funds are maintained, and the accompanying financial statements have been prepared, on the accrual basis of accounting. VALUATION OF INVESTMENTS - Investments are accounted for at cost on the trade-date and, except for guaranteed investment contracts, are reported in the Statement of Assets, Liabilities and Participants' Equity at market value. The Company Stock Fund is valued utilizing the year-end closing price listed by the New York Stock Exchange. Investment funds are stated at values determined by the Trustee based upon the market values of the underlying assets of the funds. Guaranteed investment contracts are stated at values equivalent to cost plus reinvested interest. All share data for Lubrizol Common Stock has been restated to reflect a 2-for-1 stock split effected by the Company on August 31, 1992. - 9 - 14 TAX EXEMPT STATUS - The Plan obtained its latest determination letter dated August 4, 1988, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving this determination letter. However, the Company believes that the Plan is currently designed and is being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. EXPENSES - Expenses in connection with administration of the Plan for the years ended March 31, 1994, 1993 and 1992 have been paid by the Company except investment manager fees which have been paid by the Plan. 4. INVESTMENTS The Plan Agreement provides that the Trustee of the Plan shall hold, invest, reinvest, manage and administer all assets of the Plan as a trust fund for the exclusive benefit of participants and their beneficiaries. The following table presents investments. Investments that represent 5 percent or more of the Plan's participants' equity are separately identified.
1994 1993 INVESTMENTS AT FAIR VALUE The Lubrizol Corporation common stock, 937,030 and 824,938 shares, respectively $ 32,327,535 $ 25,676,195 Investment funds: Mellon Bank, N.A. EB Stock Index Fund, 49,673 and 43,741 units, respectively 19,498,810 16,924,166 Other 1,221,463 1,121,650 -------------- -------------- 20,720,273 18,045,816 Short-term investments: Mellon Bank, N.A. EB Temporary Investment Fund, 5,727,950 and 6,338,670 units, respectively 5,727,950 6,338,670 Other 225,258 217,891 -------------- ------------- 5,953,208 6,556,561 -------------- ------------- 59,001,016 50,278,572 -------------- ------------- INVESTMENTS AT CONTRACT VALUE - Guaranteed Investment Contracts 7,403,149 5,795,018 -------------- ------------- Total investments $ 66,404,165 $ 56,073,590 ============== =============
- 10 - 15 The Plan's investments (including investments bought, sold, and held during the year) appreciated/(depreciated) in value as follows:
1994 1993 1992 Lubrizol common stock $ 2,958,831 $ (1,034,521) $ 4,354,238 Investment funds 336,270 2,192,626 1,437,896 Short-term investments 7,359 137,873 294,128 ------------ ------------ ------------- Total $ 3,302,460 $ 1,295,978 $ 6,086,262 ============ ============ =============
5. TRANSACTIONS IN PLAN SPONSOR SECURITIES The Company Stock Fund invests in shares of common stock of the Company. The Plan purchased Lubrizol common stock as follows: 1994 - 162,086 shares at a cost of $5,432,982; 1993 - 200,309 shares at a cost of $5,800,200; and 1992 - 119,200 shares at a cost of $3,147,100. All shares purchased during 1994 were acquired at the then current market value on the open market. During 1993, shares were acquired at the then current market value as follows: 119,819 shares from The Lubrizol Corporation Employees' Profit-Sharing Plan; 61,538 shares from the Company; and 18,952 on the open market. All shares purchased during 1992 were acquired at the then current market value from The Lubrizol Corporation Employees' Profit-Sharing Plan. In addition, the Plan sold or distributed Lubrizol common stock as follows: 1994 - 32,932 shares for proceeds of $1,160,514; 1993 - 15,833 shares for proceeds of $376,195; and 1992 - 8,178 shares for proceeds of $215,979. 6. PLAN TERMINATION The Plan was adopted with the expectation that it will continue indefinitely. The Board of Directors of the Company may, however, terminate the Plan at any time and may amend the Plan from time to time. In addition, the Board of Directors of any subsidiary may withdraw such subsidiary from the Plan at any time. In the event of termination of the Plan, all participants will immediately become fully vested in the value of all employer contributions made on their behalf. 7. PLAN MERGER On June 27, 1994, the Board of Directors of the Company approved the merger of the Plan with The Lubrizol Corporation Employees' Profit- Sharing Plan effective January 1, 1995. The merged plan will be known as The Lubrizol Corporation Employees' Profit-Sharing and Savings Plan (the "Merged Plan"). All participants of the Plan will become participants in the Merged Plan. In addition, all assets and liabilities of the Plan will transfer to the Merged Plan. * * * * * * - 11 - 16 THE LUBRIZOL CORPORATION EMPLOYEES' SCHEDULE I STOCK PURCHASE AND SAVINGS PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES MARCH 31, 1994 - ---------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) IDENTITY OF ISSUER, BORROWER, CURRENT LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE Company Stock Fund: ------------------- * The Lubrizol Corporation Common Stock - 937,030 Shares $ 21,948,241 $ 32,327,535 * Mellon Bank, N.A. EB Temporary Investment Fund - 792,124 Units 792,124 792,124 ------------- ------------ Total Company Stock Fund 22,740,365 33,119,659 ------------- ------------ Equity Index Fund ----------------- * Mellon Bank, N.A. EB Stock Index Fund - 49,673 Units 18,372,815 19,498,810 * Mellon Bank, N.A. EB Temporary Investment Fund - 143,718 Units 143,718 143,718 ------------- ------------ Total Equity Income Fund 18,516,533 19,642,528 ------------- ------------ Money Market Fund: ------------------ Bankers Trust Company BT Pyramid Super Cash Ancillary Fund - 143,669 Units 181,617 225,250 * Mellon Bank, N.A. EB Temporary Investment Fund - 4,792,103 Units 4,792,103 4,792,103 ------------- ------------ Total Money Market Fund 4,973,720 5,017,353 ------------- ------------ Fixed Income Fund: ----------------- * Bankers Trust Company BT Pyramid Close End GIC III 1990 Fund - 887,568 Units 926,970 1,221,463 Provident Life and Accident Group Annuity Contract (GA-627-05251) - Insurance Company 1,144,954 Units 1,144,954 1,144,954 Hartford Life Insurance Group Annuity Contract (GA 9171A) - 1,748,255 Units 1,748,255 1,748,255 Protective Life Insurance Group Annuity Contract (GA 685) - 1,388,043 Units 1,388,043 1,388,043 Allstate Life Insurance Group Annuity Contract (GA 5307) - Company 1,141,082 Units 1,141,082 1,141,082 John Hancock Mutual Group Annuity Contract (GAC 7026) - Life Insurance Co. 1,267,303 Units 1,267,303 1,267,303 Peoples Security Life Group Annuity Contract (BDA 00353FR) - Insurance Company 713,512 Units 713,512 713,512 * Mellon Bank, N.A. EB Temporary Investment Fund - 5 Units 5 5 * Bankers Trust Company BT Pyramid Directed Account Cash Fund - 8 Units 8 8 ------------- ------------ Total Fixed Income Fund 8,330,132 8,624,625 ------------- ------------ Total Assets Held for Investment Purposes $ 54,560,750 $ 66,404,165 ============= ============
* Party-in-interest - 12 - 17 THE LUBRIZOL CORPORATION EMPLOYEES' STOCK PURCHASE AND SAVINGS PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED MARCH 31, 1994 SCHEDULE II - --------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE PARTY INVOLVED OF ASSET PRICE PRICE RENTAL SERIES OF TRANSACTIONS The Lubrizol Corporation Common Shares $ 5,432,982 N/A N/A The Lubrizol Corporation Common Shares N/A $ 1,160,514 N/A John Hancock Mutual Group Annuity Contract 2,077,312 N/A N/A John Hancock Mutual Group Annuity Contract Life Insurance Co. (GAC 7026) N/A 877,312 N/A Peoples Security Life Group Annuity Contract Insurance Co. (BDA 00353 IR) 2,176,768 N/A N/A Peoples Security Life Group Annuity Contract Insurance Co. (BDA 00353 PR) N/A 1,487,452 N/A Mellon Bank EB Temporary Investment Fund 11,084,107 N/A N/A Mellon Bank EB Temporary Investment Fund N/A 11,694,826 N/A Mellon Bank EB Stock Index Fund 3,019,117 N/A N/A Mellon Bank EB Stock Index Fund N/A 680,932 N/A
(A) (B) (F) (G) (H) (J) EXPENSE CURRENT VALUE NET INCURRED COST OF ASSET ON GAIN IDENTITY OF DESCRIPTION WITH OF TRANSACTION OR PARTY INVOLVED OF ASSET TRANSACTION ASSETS DATE (LOSS) SERIES OF TRANSACTIONS The Lubrizol Corporation Common Shares $ 6,505 $ 5,432,982 $ 5,432,982 N/A The Lubrizol Corporation Common Shares 89 748,878 1,160,514 $411,636 John Hancock Mutual Group Annuity Contract None 2,077,312 2,077,312 N/A John Hancock Mutual Group Annuity Contract Life Insurance Co. (GAC 7026) None 877,312 877,312 None Peoples Security Life Group Annuity Contract Insurance Co. (BDA 00353 IR) None 2,176,768 2,176,768 N/A Peoples Security Life Group Annuity Contract Insurance Co. (BDA 00353 PR) None 1,487,452 1,487,452 None Mellon Bank EB Temporary Investment Fund None 11,084,107 11,084,107 N/A Mellon Bank EB Temporary Investment Fund None 11,694,826 11,694,826 None Mellon Bank EB Stock Index Fund None 3,019,117 3,019,117 N/A Mellon Bank EB Stock Index Fund None 610,877 680,932 70,055 NOTE - Reportable transactions are single transactions or series of transactions in the same issue that, when aggregated, are in excess of 5% of the current value of plan assets at the beginning of the plan year.
- 13 - 18 EXHIBIT INDEX Exhibit Description Page Number - ------------------- ----------- Exhibit 23 - Consent of Independent Auditors EX-23 2 LUBRIZOL EX-23 1 INDEPENDENT AUDITORS' CONSENT The Lubrizol Corporation: We consent to the incorporation by reference in Registration Statement No. 33-2842 of The Lubrizol Corporation on Form S-8 of our report dated September 9, 1994, appearing in this Annual Report on Form 11-K of The Lubrizol Corporation Employees' Stock Purchase and Savings Plan for the years ended March 31, 1994, 1993 and 1992. /S/Deloitte & Touche LLP DELOITTE & TOUCHE LLP Cleveland, Ohio September 23, 1994 -----END PRIVACY-ENHANCED MESSAGE-----