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) January 17, 2005

THE LUBRIZOL CORPORATION

(Exact name of registrant as specified in its 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) 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))

Item 2.05. Costs Associated with Exit or Disposal Activities.

     On January 17, 2005, The Lubrizol Corporation announced it will close its lubricant additives manufacturing plant in Bromborough, England and resource that plant production to its other facilities, primarily in France and in the United States. Senior management communicated this decision to close the facility to the Bromborough employees on the same date. The purpose of this closure is to achieve further manufacturing cost efficiencies while continuing to satisfy the needs of our customers. Senior management made this decision to shut down the Bromborough facility after obtaining the necessary delegation of authority from the Company’s board of directors on December 13, 2004. Production phase-out is planned to begin in the second quarter of 2005 and is expected to be completed by the fourth quarter of 2006.

     The plant closure will affect 69 employees, some of whom may have an opportunity to relocate to other Lubrizol facilities. A pre-tax charge of approximately $17 million will be recorded in the fourth quarter of 2004, which includes only non-cash costs relating to an impairment of the plant’s long-lived assets.

     The Company currently anticipates that future pre-tax charges and cash expenditures of approximately $13 million to $15 million will be incurred in 2005 through 2006 to satisfy anticipated severance and retention obligations (approximately $5 million), plant dismantling, site restoration and other site environmental evaluation costs (approximately $4 million to $6 million) and lease-related costs (approximately $4 million). In addition, the Company anticipates capital expenditures of approximately $20 million, which will be incurred over the next two years to enable its plants in France and the United States to assume the production from Bromborough. When fully implemented, the Company estimates its pre-tax operating cost savings will approximate $10 million annually.

     A copy of the news release of The Lubrizol Corporation dated January 17, 2005 announcing the Company’s decision to close the Bromborough, United Kingdom facility is set forth in Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.06. Material Impairments.

     The asset impairment charge to be recorded by the Company in the fourth quarter in connection with the closure of its Bromborough facility are described above in Item 2.05 to this Current Report on Form 8-K and are incorporated herein by reference. In accordance with the provisions of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company’s senior management determined as of December 31, 2004 that an impairment of certain of the facility’s long-lived assets had been triggered due to its commitment to close the facility as of that date. As a result, a $17 million impairment charge will be recorded in December 2004 to appropriately reflect the related assets at their estimated fair values.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits.
	99.1	The Lubrizol Corporation press release dated January 17, 2005.

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.

	THE LUBRIZOL CORPORATION
Date: January 19, 2005
	By: /s/ Leslie M. Reynolds
	Name: Leslie M. Reynolds
	Title: Corporate Secretary and Counsel

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EX-99.1

Exhibit 99.1

     The Lubrizol Corporation

     29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298

News Release

FOR RELEASE:	Immediately
FROM:	Financial/Investor Contact	Media Contact
	Joanne Wanstreet	James S. Baldwin
	440/347-1252	440/347-1838
	Web Site: http://www.lubrizol.com

Lubrizol Announces Plan to Close U.K. Manufacturing Facility

CLEVELAND, Ohio, January 17, 2005 – The Lubrizol Corporation (NYSE:LZ) announced today its plans to close its manufacturing facility in Bromborough, England. The facility produces additives for fuels, additives for engine oil lubricants and specialty monomers. Production phase-out is planned to begin in the second quarter of 2005 and is expected to be completed by late 2006. During this phase-out, U.K. production will be transferred to higher capacity facilities in France and Texas.

A fourth quarter, 2004 non-cash restructuring charge of approximately $17 million pre-tax will be recorded for the impairment of property, plant and equipment. In addition, restructuring charges, consisting of employee severance and other plant closure costs, are estimated to total approximately $15 million and will be incurred in 2005 and 2006.

Some of the 69 affected employees at the U.K. plant will have an opportunity to relocate to other Lubrizol facilities. Referring to the manufacturing facility closure, Lubrizol Chairman, President and Chief Executive Officer James L. Hambrick said, “This move is consistent with Lubrizol’s strategy of optimizing our manufacturing infrastructure to lower our cost structure while simultaneously improving our service capabilities for valued customers. We expect the U.K. facility closure and transfer of production to more efficient manufacturing locations to ultimately generate annual cost savings of $10 million by 2007.” In addition to the restructuring charges, the company also expects to invest $20 million over two years for capacity upgrades at alternative manufacturing facilities that will absorb production previously undertaken at the U.K. facility.

The Lubrizol Corporation (NYSE: LZ) is a global provider of specialty chemicals and materials for a wide variety of markets and end-use applications, such as 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; performance coatings in the form of specialty resins and additives; and additives for the food and beverage industry. Lubrizol’s industry-leading positions in additives, ingredients and compounds enhance the quality, performance and value of customers’ products, while reducing their environmental impact.

-more-

Headquartered in Wickliffe, Ohio, The Lubrizol Corporation owns and operates manufacturing facilities in 22 countries, as well as sales and technical offices around the world. Founded in 1928, Lubrizol has more than 7,700 employees worldwide. In June 2004, Lubrizol acquired Noveon International, Inc. With Noveon, Lubrizol generated pro forma revenues of $3.2 billion in 2003 and $2.8 billion in the first nine months of 2004. For more information, visit www.lubrizol.com.

This press 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 the company’s operations and business environment that are difficult to predict and may be beyond the control of the company. 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 the company and cause results to differ from the forward-looking statements in this press release are more fully described under “Risk Factors” contained in the company’s Registration Statement on Form S-3, as amended, filed with the Securities and Exchange Commission on August 24, 2004, which is available on the company’s website at www.lubrizol.com and upon request.

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