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) April 26, 2006

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 8.01 Other Events

Subsidiaries of The Lubrizol Corporation (“Lubrizol”) signed a definitive sale agreement on March 16, 2006 for the sale of the food ingredients and industrial specialties businesses, which includes a small piece of the performance coatings product line, and another agreement on March 31, 2006 for the active pharmaceutical ingredient and intermediate compounds business. As of March 31, 2006, these businesses were classified as held for sale pursuant to the provisions of Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” and will be included in discontinued operations.

The following unaudited pro forma consolidated statements of income give effect to the disposition of the food ingredients and industrial specialties businesses and the active pharmaceutical ingredient and intermediate compounds business to be accounted for as discontinued operations in accordance with SFAS No 144. The unaudited pro forma consolidated statement of income gives effect to the classification of these businesses as discontinued operations for the year ended December 31, 2005 as if the dispositions occurred on January 1, 2005. We have also included unaudited quarterly pro forma consolidated statement of income information as of March 31, June 30, September 30 and December 31 for 2005. These unaudited pro forma financial statements should be read in conjunction with the historical financial statements and notes thereto of Lubrizol.

The dispositions of the Lubrizol Performance Systems business and the Engine Control Systems business occurred during 2005 and, therefore, the historical results of Lubrizol already include these businesses as discontinued operations. The Telene^® resins business was a held-for-sale entity in 2005 and therefore the historical results of Lubrizol already include the Telene resins business as a discontinued operation.

Item 9.01 Financial Statements and Exhibits

(d)		Exhibits
	99.1	Unaudited Pro Forma Consolidated Statement of Income for the year ended December 31, 2005
	99.2	Unaudited Pro Forma Consolidated Statement of Income for the quarters ended March 31, June 30, September 30 and December 31, 2005

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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 April 26, 2006
	By:	/s/ Leslie M. Reynolds
	Name: Leslie M. Reynolds
	Title: Corporate Secretary and Counsel

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EX-99.1

Exhibit 99.1

Pro Forma Statement of Income (Unaudited)

Year Ended December 31, 2005

							Pro Forma
(In Millions of Dollars Except Per Share Data)	As Reported			Dispositions			Results of Operations
Net sales	$	4,039.2		$	(420.4	)	$	3,618.8
Royalties and other revenues		3.5			(0.1	)		3.4
Total revenues		4,042.7			(420.5	)		3,622.2
Cost of sales		3,048.9			(352.3	)		2,696.6
Selling and administrative expenses		367.7			(19.3	)		348.4
Research, testing and development expenses		204.8			(5.8	)		199.0
Amortization of intangible assets		25.2			(1.7	)		23.5
Restructuring and impairment charges		22.2			(6.4	)		15.8
Total costs and expenses		3,668.8			(385.5	)		3,283.3
Other (expense) income – net		(2.0	)		3.6			1.6
Interest income		8.1			–			8.1
Interest expense		(105.1	)		–			(105.1	)
Income from continuing operations before income taxes		274.9			(31.4	)		243.5
Provision for income taxes		93.6			(11.6	)		82.0
Income from continuing operations	$	181.3		$	(19.8	)	$	161.5
Basic earnings from continuing operations per share	$	2.67		$	(0.29	)	$	2.38
Diluted earnings from continuing operations per share	$	2.63		$	(0.28	)	$	2.35

EX-99.2

Exhibit 99.2

Pro Forma Statements of Income (Unaudited)
Quarterly Summary for the Year Ended December 31, 2005

													Year to Date
(In Millions of Dollars Except Per Share Data)	March 31			June 30			September 30			December 31			2005
Net sales	$	847.9		$	941.7		$	898.9		$	930.3		$	3,618.8
Royalties and other revenues		0.9			0.6			0.6			1.3			3.4
Total revenues		848.8			942.3			899.5			931.6			3,622.2
Cost of sales		618.2			694.9			669.2			714.3			2,696.6
Selling and administrative expenses		85.6			86.5			87.6			88.7			348.4
Research, testing and development expenses		48.5			49.2			48.1			53.2			199.0
Amortization of intangible assets		5.9			5.9			5.8			5.9			23.5
Restructuring and impairment charges		6.1			5.4			1.0			3.3			15.8
Total costs and expenses		764.3			841.9			811.7			865.4			3,283.3
Other (expense) income – net		0.6			0.6			0.5			(0.1	)		1.6
Interest income		1.8			1.9			2.3			2.1			8.1
Interest expense		(26.3	)		(26.8	)		(27.4	)		(24.6	)		(105.1	)
Income from continuing operations before income taxes		60.6			76.1			63.2			43.6			243.5
Provision for income taxes		20.5			25.9			20.5			15.1			82.0
Income from continuing operations	$	40.1		$	50.2		$	42.7		$	28.5		$	161.5
Basic earnings from continuing operations per share	$	0.59		$	0.74		$	0.63		$	0.42		$	2.38
Diluted earnings from continuing operations per share	$	0.59		$	0.73		$	0.62		$	0.41		$	2.35

Pro Forma Statement of Income (Unaudited)
Quarter Ended March 31, 2005

							Pro Forma
(In Millions of Dollars Except Per Share Data)	As Reported			Dispositions			Results of Operations
Net sales	$	956.0		$	(108.1	)	$	847.9
Royalties and other revenues		0.8			0.1			0.9
Total revenues		956.8			(108.0	)		848.8
Cost of sales		707.6			(89.4	)		618.2
Selling and administrative expenses		90.6			(5.0	)		85.6
Research, testing and development expenses		49.9			(1.4	)		48.5
Amortization of intangible assets		6.6			(0.7	)		5.9
Restructuring and impairment charges		6.1			–			6.1
Total costs and expenses		860.8			(96.5	)		764.3
Other (expense) income – net		0.6			–			0.6
Interest income		1.8			–			1.8
Interest expense		(26.3	)		–			(26.3	)
Income from continuing operations before income taxes		72.1			(11.5	)		60.6
Provision for income taxes		24.9			(4.4	)		20.5
Income from continuing operations	$	47.2		$	(7.1	)	$	40.1
Basic earnings from continuing operations per share	$	0.70		$	(0.11	)	$	0.59
Diluted earnings from continuing operations per share	$	0.69		$	(0.10	)	$	0.59

Pro Forma Statement of Income (Unaudited)
Quarter Ended June 30, 2005

							Pro Forma
(In Millions of Dollars Except Per Share Data)	As Reported			Dispositions			Results of Operations
Net sales	$	1,047.9		$	(106.2	)	$	941.7
Royalties and other revenues		0.6			–			0.6
Total revenues		1,048.5			(106.2	)		942.3
Cost of sales		782.8			(87.9	)		694.9
Selling and administrative expenses		92.1			(5.6	)		86.5
Research, testing and development expenses		50.3			(1.1	)		49.2
Amortization of intangible assets		6.0			(0.1	)		5.9
Restructuring and impairment charges		5.4			–			5.4
Total costs and expenses		936.6			(94.7	)		841.9
Other (expense) income – net		0.8			(0.2	)		0.6
Interest income		1.9			–			1.9
Interest expense		(26.8	)		–			(26.8	)
Income from continuing operations before income taxes		87.8			(11.7	)		76.1
Provision for income taxes		29.7			(3.8	)		25.9
Income from continuing operations	$	58.1		$	(7.9	)	$	50.2
Basic earnings from continuing operations per share	$	0.85		$	(0.11	)	$	0.74
Diluted earnings from continuing operations per share	$	0.84		$	(0.11	)	$	0.73

Pro Forma Statement of Income (Unaudited)
Quarter Ended September 30, 2005

							Pro Forma
(In Millions of Dollars Except Per Share Data)	As Reported			Dispositions			Results of Operations
Net sales	$	1,003.8		$	(104.9	)	$	898.9
Royalties and other revenues		0.7			(0.1	)		0.6
Total revenues		1,004.5			(105.0	)		899.5
Cost of sales		759.2			(90.0	)		669.2
Selling and administrative expenses		91.8			(4.2	)		87.6
Research, testing and development expenses		49.6			(1.5	)		48.1
Amortization of intangible assets		6.3			(0.5	)		5.8
Restructuring and impairment charges		7.4			(6.4	)		1.0
Total costs and expenses		914.3			(102.6	)		811.7
Other (expense) income – net		(1.1	)		1.6			0.5
Interest income		2.3			–			2.3
Interest expense		(27.4	)		–			(27.4	)
Income from continuing operations before income taxes		64.0			(0.8	)		63.2
Provision for income taxes		20.6			(0.1	)		20.5
Income from continuing operations	$	43.4		$	(0.7	)	$	42.7
Basic earnings per share from continuing operations	$	0.63		$	–		$	0.63
Diluted earnings per share from continuing operations	$	0.63		$	(0.01	)	$	0.62

Pro Forma Statement of Income (Unaudited)
Quarter Ended December 31, 2005

							Pro Forma
(In Millions of Dollars Except Per Share Data)	As Reported			Dispositions			Results of Operations
Net sales	$	1,031.6		$	(101.3	)	$	930.3
Royalties and other revenues		1.3			–			1.3
Total revenues		1,032.9			(101.3	)		931.6
Cost of sales		799.4			(85.1	)		714.3
Selling and administrative expenses		93.2			(4.5	)		88.7
Research, testing and development expenses		54.9			(1.7	)		53.2
Amortization of intangible assets		6.3			(0.4	)		5.9
Restructuring and impairment charges		3.3			–			3.3
Total costs and expenses		957.1			(91.7	)		865.4
Other (expense) income – net		(2.3	)		2.2			(0.1	)
Interest income		2.1			–			2.1
Interest expense		(24.6	)		–			(24.6	)
Income from continuing operations before income taxes		51.0			(7.4	)		43.6
Provision for income taxes		18.4			(3.3	)		15.1
Income from continuing operations	$	32.6		$	(4.1	)	$	28.5
Basic earnings from continuing operations per share	$	0.48		$	(0.06	)	$	0.42
Diluted earnings from continuing operations per share	$	0.47		$	(0.06	)	$	0.41