-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H5r8WgEZh7KT1LwCz6/aMhA0sn52j5V69hy+7m0p5E4ggVpXHcOwRaK4JnRczE0H KcS3ds2E5JnLJP92E4cH7g== 0000950152-06-006160.txt : 20060727 0000950152-06-006160.hdr.sgml : 20060727 20060727113826 ACCESSION NUMBER: 0000950152-06-006160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060727 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060727 DATE AS OF CHANGE: 20060727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBRIZOL CORP CENTRAL INDEX KEY: 0000060751 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 340367600 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05263 FILM NUMBER: 06983505 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 8-K 1 l21555ae8vk.htm LUBRIZOL CORP. 8-K Lubrizol Corp. 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) July 27, 2006
THE LUBRIZOL CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Ohio   1-5263   34-0367600
 
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
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 2.02. Results of Operations and Financial Condition
The information contained in this Current Report on Form 8-K, including the Exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information contained in this Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, unless such subsequent filing specifically references this Form 8-K.
A copy of the news release of The Lubrizol Corporation dated July 27, 2006 announcing the Company’s results for the quarter ended June 30, 2006 is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Earnings as adjusted (Non-GAAP) is a measure of income that differs from earnings from continuing operations measured in accordance with generally accepted accounting principles (GAAP). Earnings as adjusted (Non-GAAP) is income from continuing operations per our consolidated results, adjusted for exclusion of restructuring and impairment charges. Management believes that both earnings from continuing operations and earnings as adjusted for exclusion of these special charges assist the investor in understanding the results of operations of The Lubrizol Corporation. In addition, management and the Board of Directors of The Lubrizol Corporation evaluate results using the earnings from continuing operations and earnings as adjusted.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits. The following exhibit is furnished herewith:
     
99.1
  The Lubrizol Corporation press release dated July 27, 2006 announcing The Lubrizol Corporation’s financial results for quarter ended June 30, 2006 (furnished pursuant to Item 2.02 of Form 8-K).

 


 

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 July 27, 2006
       
 
       
 
  By:   /s/ Leslie M. Reynolds
 
       
    Name: Leslie M. Reynolds
Title: Corporate Secretary and Counsel

3

EX-99.1 2 l21555aexv99w1.htm EX.99.1 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   David L. Cowen
 
  440/347-1252   440/347-5333
 
  Web Site: http://www.lubrizol.com    
      Lubrizol Announces Earnings from Continuing Operations of $.92 per Share Increased 26% in the Second Quarter of 2006
    Excluding restructuring and impairment charges, earnings from continuing operations of $.94 per share increased 21%
 
    Revenues up 10% to $1 billion, reflecting improvements in price and mix and higher volume
 
    Record quarterly results for the Specialty Chemicals segment: volume, revenues and operating income
 
    Guidance for 2006 EPS from continuing operations raised, anticipating 20% to 24% growth vs. 2005 EPS from continuing operations, excluding restructuring and impairment charges
CLEVELAND, Ohio, July, 27, 2006 — The Lubrizol Corporation (NYSE: LZ) announced that consolidated earnings from continuing operations for the second quarter ended June 30, 2006 were $63.5 million or $.92 per diluted share, including a restructuring charge of $.02 per diluted share. Comparable earnings from continuing operations for the second quarter of 2005 were $50.2 million or $.73 per diluted share, which included a restructuring and impairment charge of $.05 per diluted share related to the closure of manufacturing facilities.
Q2 Consolidated Results Detail
Excluding restructuring and impairment charges, adjusted earnings from continuing operations were $64.8 million, or $.94 per diluted share, for the second quarter of 2006 compared to $53.8 million, or $.78 per diluted share, for the second quarter of 2005.
Earnings for the second quarter of 2006 increased compared to the prior-year second quarter primarily as a result of improvements in the combination of price and product mix and higher volume, which offset higher raw material costs, higher taxes and unfavorable currency. The $.02 per diluted share restructuring charge primarily related to the phase-out of the lubricant additives manufacturing facility located in Bromborough, United Kingdom, which began in January 2005.
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(Lubrizol logo)
Consolidated revenues for the quarter increased 10 percent to $1.04 billion compared to $942 million in the second quarter of 2005. Improvements in the combination of selling price and product mix increased revenues by 10 percent and volume increased 1 percent compared to the strong second quarter a year ago. Currency had a 1 percent unfavorable impact on revenues in the second quarter.
Discontinued operations in the quarter related to the divestiture of two businesses: Food Ingredients and Industrial Specialties (FIIS), which closed on May 1, 2006, and Pharmaceutical Actives and Intermediates (A&I), which closed on May 23, 2006. These transactions concluded the divestiture program that was reviewed in the company’s July 27, 2005 earnings teleconference.
Discontinued operations had a net loss of $12.4 million or $.18 per diluted share for the second quarter 2006. This consisted of three parts: $4.7 million for costs associated with the completion of the transaction; taxes of $7.8 million related to the taxable gain on sale; and operating income of $0.1 million. The two divested businesses previously were part of the Specialty Chemicals segment. Most of FIIS and all of A&I were part of the Consumer Specialties product line. A small portion of the FIIS divestiture was part of the Performance Coatings product line.
Six Months Results
For the first six months of 2006, consolidated revenues increased 13 percent to $2.03 billion compared to $1.79 billion for the first six months of 2005. Consolidated earnings from continuing operations were $109.3 million or $1.58 per diluted share, including a pre-tax restructuring charge of $3.6 million or $.04 per diluted share. Earnings from continuing operations for the first six months of 2005 were $90.3 million, or $1.32 per diluted share, including a pre-tax restructuring and impairment charge of $11.5 million or $0.11 per diluted share. Excluding the restructuring and impairment charges in both periods, earnings from continuing operations of $1.62 per diluted share for the first six months of 2006 increased 13 percent compared to $1.43 per diluted share in the first half of 2005.
Quarterly Segment Results
Second quarter 2006 revenues in the Lubricant Additives segment of $678.4 million were 12 percent higher than the second quarter of 2005. The 2006 trend of solid demand continued through the second quarter, with volume up 4 percent from the strong first quarter of 2006. Compared to the year-earlier quarter, revenues primarily increased as a result of a 14 percent improvement in the combination of price and product mix. Average raw material cost in the quarter increased 19 percent compared to the second quarter of 2005. Price increases were implemented successfully in the quarter in response to higher raw material costs. Lubricant Additives segment operating income of $89.8 million in the quarter increased 8 percent compared to the second quarter of 2005.
The Specialty Chemicals segment reported record quarterly results for volume, revenues and segment operating income. Segment revenues of $362.7 million in the second quarter of 2006 increased 8 percent compared to $337.0 million in the second quarter of 2005. Volume increased 9 percent compared to the second quarter of 2005, which more than offset a 1 percent decrease in revenues from unfavorable currency. Average raw material cost for the segment was unchanged from the prior-year period.
Second quarter Specialty Chemicals segment revenues by product line consisted of $93.3 million for Consumer Specialties, $138.6 million for Performance Coatings and $130.8 million for
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(Lubrizol logo)
Specialty Materials. Specialty Chemicals segment operating income was $48.4 million for the second quarter and increased 28 percent compared to the second quarter of 2005.
In the Consumer Specialties product line, revenues increased 5 percent compared to the very strong second quarter of 2005. The year-ago quarter was marked by atypical order patterns attributable to pipeline filling for customer product launches. Volume and revenues for surfactants increased modestly over the year-ago period as the business improvement initiatives for these products were implemented. Consumer Specialties launched two new personal care products in the quarter, including a new hair fixative targeted for the growing Latin American market.
In the Performance Coatings product line, revenues were unchanged compared to the second quarter of 2005 largely due to changes in regional sales mix that offset volume gains. Volume increased 3 percent over the prior-year quarter, with the Asia-Pacific region posting double-digit gains. Growth of textile coatings in the Asia-Pacific region continued to accelerate. Overall in the quarter, Performance Coatings improved product line profitability by sharpening its focus on selected product areas and increasing its emphasis on targeted customer segments.
In the Specialty Materials product line, revenues increased 19 percent compared to the second quarter a year ago driven by increases in volume in both the TempRite® engineered polymer and Estane® thermoplastic polyurethane (TPU) businesses. Conversion to TempRite engineered polymers from metals continued as copper and steel pricing remained high. Despite the declining trend in housing starts in the first half of 2006, shipments of TempRite plumbing products in North America have been steady. Shipments of TempRite products into the Middle East and Asia-Pacific reflected high levels of construction activity. Estane® TPU volume increased compared to the year-ago quarter, which more than offset the unfavorable impact of sales mix and currency. Volume increases for Estane TPU are attributed to higher demand in wire and cable, hose and tube, and other industrial applications.
Earnings Outlook
The company updated its guidance for earnings from continuing operations issued on May 1. The company’s new guidance for 2006, including restructuring charges of approximately $.10 per diluted share related to the previously announced closure of manufacturing facilities, is in the range of $2.90 to $3.00 per diluted share. Excluding restructuring charges, guidance for 2006 adjusted earnings from continuing operations is in the range of $3.00 to $3.10 per diluted share. On a continuing operations basis, 2005 earnings were $2.35 per diluted share, including restructuring and impairment charges of $.15 per diluted share. Excluding restructuring and impairment charges, 2005 adjusted earnings from continuing operations were $2.50 per diluted share. Compared to $2.50 in 2005, 2006 adjusted earnings per diluted share from continuing operations are projected to increase 20 to 24 percent.
Key assumptions in the 2006 guidance include:
    Revenue growth of approximately 12 percent over 2005;
 
    STAR expenses to be approximately 14 percent of revenues for the year;
 
    Pricing actions will be sufficient to address raw material cost increases, barring any significant spikes;
 
    An effective tax rate of 35.4 percent;
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(Lubrizol logo)
    Stock option expense of $0.03 per share, related to the adoption of SFAS 123R;
 
    Incremental global pension expense of approximately $0.09 per share;
 
    Restructuring charges of approximately 10 million dollars, primarily related to the closure of the U.K. lubricant additive facility.
Commentary
Commenting on the results, James L. Hambrick, Chairman, President and Chief Executive Officer, said, “I am very pleased with the overall performance of our business. Improvements in pricing and mix and steady demand for our products drove earnings growth this quarter. Demand is likely to remain solid through the end of the year, unless there are major global economic disruptions.
“In our drive to build a strong foundation for success in 2006 and beyond, we are focused on improving operating profitability and efficiencies, generating organic growth and strengthening the portfolio of our product lines and technologies.
“We saw improvement in our operating margins for the quarter. In our Lubricant Additives segment, we continued to address raw material cost pressures successfully through appropriate pricing actions. Across both segments of our organization, we also achieved efficiency gains that enabled faster and better technology development, improved operations and enhanced realization of commercial opportunities.
“We have been diligent in working to improve the financial performance of our largest product lines: Engine Additives and Performance Coatings. In Engine Additives, our investments in productivity improvements in our operating plants and test facilities are contributing to our earnings improvement. We have made good progress this year in beginning to restore Engine Additives profitability to levels prior to the significant raw material increases, but we are still not there yet. Achieving improved returns in the Engine Additives product line is necessary to sustain the technology and capital investment required to meet the global emission and fuel economy needs of the future. In addition, our Performance Coatings business turnaround is advancing and has reached a point to justify additional investment for technology and global expansion.
“Our organic growth initiatives are well underway. We are seeing good volume growth for our products in the developing markets of Asia-Pacific and Latin America. Almost all product lines can point to gains in these regions, particularly in China. Our product development pipeline has generated a number of products either ready to launch or in plant trials. These include new lubricant additives that are needed to meet the next generation of OEM requirements, as well as new personal care, coatings and specialty materials offerings.
“Looking ahead, our businesses are healthy and our cash balances are substantial. Combined with the proceeds from our recent divestitures, we have ample resources to fund debt reduction, organic growth and acquisitions.”
Conference Call on the Web
An audio webcast of the second quarter earnings conference call with investors will be available today live at 1:00 p.m. Eastern time on the investor earnings release site of www.lubrizol.com and will be archived for 30 days. Following the call, a transcript will be posted on the investor earnings release page of the web site.
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(Lubrizol logo)
About The Lubrizol Corporation
The Lubrizol Corporation (NYSE: LZ) is an innovative specialty chemical company that produces and supplies technologies that improve the quality and performance of our customers’ products 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, a Fortune 500 company, owns and operates manufacturing facilities in 20 countries, as well as sales and technical offices around the world. Founded in 1928, Lubrizol has approximately 6,700 employees worldwide. Revenues for 2005 were $3.6 billion, excluding operations discontinued in 2006 that had 2005 revenues of $0.4 billion. 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 include, but are not limited to, the increased leverage resulting from the financing of the Noveon International, Inc. acquisition; the company’s ability to raise prices in an environment of increasing raw material prices; conditions affecting the company’s customers, suppliers and the industries that it serves; competitors’ responses to the company’s products; changes in accounting, tax or regulatory practices or requirements; and other factors that are set forth in the company’s most recently filed reports with the Securities and Exchange Commission. The forward-looking statements contained herein represent the company’s judgment as of the date of this release and it cautions readers not to place undue reliance on such statements. The company assumes no obligations to update the statements contained in this release.
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THE LUBRIZOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Millions Except Per Share Data)
                                 
    Three Months     Six Months  
    Ended June 30,     Ended June 30,  
    2006     2005     2006     2005  
Net sales
  $ 1,039.9     $ 941.6     $ 2,023.4     $ 1,789.6  
Royalties and other revenues
    1.2       0.7       1.9       1.5  
 
                       
Total revenues
    1,041.1       942.3       2,025.3       1,791.1  
Cost of sales
    774.5       694.9       1,513.0       1,313.1  
Selling and administrative expenses
    85.7       86.5       178.9       172.1  
Research, testing and development expenses
    52.6       49.2       102.3       97.7  
Amortization of intangible assets
    5.9       5.9       11.7       11.8  
Restructuring and impairment charges
    1.8       5.4       3.6       11.5  
 
                       
Total costs and expenses
    920.5       841.9       1,809.5       1,606.2  
Other (expense) income — net
    (0.3 )     0.6       (1.8 )     1.2  
Interest expense — net
    21.0       24.9       44.1       49.4  
 
                       
Income from continuing operations before income taxes
    99.3       76.1       169.9       136.7  
Provision for income taxes
    35.8       25.9       60.6       46.4  
 
                       
Income from continuing operations
    63.5       50.2       109.3       90.3  
Discontinued operations — net of tax
    (12.4 )     9.9       (73.1 )     18.3  
 
                       
Net income
  $ 51.1     $ 60.1     $ 36.2     $ 108.6  
 
                       
Basic earnings (loss) per share
                               
Continuing operations
  $ 0.92     $ 0.74     $ 1.60     $ 1.33  
Discontinued operations
    (0.18 )     0.14       (1.07 )     0.27  
 
                       
Net income per share, basic
  $ 0.74     $ 0.88     $ 0.53     $ 1.60  
 
                       
Diluted earnings (loss) per share
                               
Continuing operations
  $ 0.92     $ 0.73     $ 1.58     $ 1.32  
Discontinued operations
    (0.18 )     0.14       (1.06 )     0.27  
 
                       
Net income per share, diluted
  $ 0.74     $ 0.87     $ 0.52     $ 1.59  
 
                       

 


 

THE LUBRIZOL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions of Dollars)
                 
    June 30,     December 31,  
    2006     2005  
Assets
               
Cash and short-term investments
  $ 491.5     $ 262.4  
Receivables
    614.6       585.6  
Inventories
    544.8       586.0  
Other current assets
    91.2       138.3  
 
           
Total current assets
    1,742.1       1,572.3  
Property and equipment — net
    1,072.4       1,184.4  
Goodwill and intangible assets — net
    1,441.2       1,543.4  
Investments and other assets
    61.6       66.2  
 
           
Total
  $ 4,317.3     $ 4,366.3  
 
           
 
Liabilities and Shareholders’ Equity
               
Short-term debt and current portion of long-term debt
  $ 14.9     $ 7.9  
Accounts payable
    349.4       372.2  
Accrued expenses and other current liabilities
    264.0       284.8  
 
           
Total current liabilities
    628.3       664.9  
Long-term debt
    1,608.7       1,662.9  
Other noncurrent liabilities
    408.7       420.3  
 
           
Total liabilities
    2,645.7       2,748.1  
 
           
Minority interest in consolidated companies
    48.8       51.0  
 
           
Shareholders’ equity
    1,622.8       1,567.2  
 
           
Total
  $ 4,317.3     $ 4,366.3  
 
           

 


 

THE LUBRIZOL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions of Dollars)
                 
    Six Months  
    Ended June 30,  
    2006     2005  
Cash provided by (used for):
               
 
               
Operating activities:
               
Net income
  $ 36.2     $ 108.6  
Adjustments to reconcile net income to cash provided by operating activities:
               
Depreciation and amortization
    82.4       91.7  
Restructuring and impairment charges
    61.0       5.1  
Net change in working capital
    (147.5 )     (92.5 )
Other items — net
    57.5       32.8  
 
           
Total operating activities
    89.6       145.7  
 
               
Investing activities:
               
Capital expenditures
    (62.2 )     (58.6 )
Net proceeds from divestitures and sales of property and equipment
    275.4       3.5  
Other items — net
    (0.7 )     (0.3 )
 
           
Total investing activities
    212.5       (55.4 )
 
               
Financing activities:
               
Changes in short-term debt, net
    6.9       (3.7 )
Repayments of long-term debt
    (57.7 )     (125.0 )
Dividends paid
    (35.5 )     (35.0 )
Proceeds from the exercise of stock options
    10.3       32.3  
 
           
Total financing activities
    (76.0 )     (131.4 )
 
               
Effect of exchange rate changes on cash
    3.0       (15.8 )
 
           
 
               
Net increase (decrease) in cash and short-term investments
    229.1       (56.9 )
 
               
Cash and short-term investments at the beginning of period
    262.4       335.9  
 
           
 
               
Cash and short-term investments at the end of period
  $ 491.5     $ 279.0  
 
           

 


 

THE LUBRIZOL CORPORATION
SEGMENT INFORMATION
(In Millions of Dollars)
                                 
    Three Months     Six Months  
    Ended June 30,     Ended June 30,  
    2006     2005     2006     2005  
Revenues from External Customers:
                               
Lubricant Additives
  $ 678.4     $ 605.3     $ 1,306.0     $ 1,118.8  
Specialty Chemicals
    362.7       337.0       719.3       672.3  
 
                       
Total revenue
  $ 1,041.1     $ 942.3     $ 2,025.3     $ 1,791.1  
 
                       
 
                               
Segment operating income:
                               
Lubricant Additives
  $ 89.8     $ 83.2     $ 164.4     $ 151.0  
Specialty Chemicals
    48.4       37.7       92.9       76.6  
 
                       
Total segment operating income
    138.2       120.9       257.3       227.6  
Corporate expenses
    (12.6 )     (14.7 )     (34.0 )     (29.4 )
Corporate other (expense) income — net
    (3.5 )     0.2       (5.7 )     (0.6 )
Restructuring and impairment charges
    (1.8 )     (5.4 )     (3.6 )     (11.5 )
Interest expense — net
    (21.0 )     (24.9 )     (44.1 )     (49.4 )
 
                       
Income from continuing operations before income taxes
  $ 99.3     $ 76.1     $ 169.9     $ 136.7  
 
                       

 


 

The Lubrizol Corporation
Supplemental Financial Information — Second Quarter 2006
Reconciliation of Earnings from Continuing Operations to Earnings As Adjusted
    for the Three and Six Months Ended June 30, 2006 and 2005
(In Millions of Dollars, Except Per Share Data)

Earnings as adjusted (Non-GAAP) is a measure of income that differs from earnings from continuing operations measured in accordance with generally accepted accounting principles (“GAAP”). Earnings as adjusted (Non-GAAP) is income from continuing operations per our consolidated results, adjusted for exclusion of restructuring and impairment charges. Management believes that both earnings from continuing operations and earnings as adjusted for exclusion of these special charges assist the investor in understanding the results of operations of The Lubrizol Corporation. In addition, Management and the Board evaluate results using the earnings from continuing operations and earnings as adjusted.
                                                 
    2nd Quarter 2006   2nd Quarter 2005        
    Income     Income             Income     Income        
    Before     After     Diluted     Before     After     Diluted  
    Tax     Tax     EPS     Tax     Tax     EPS  
                             
Earnings from continuing operations
  $ 99.3     $ 63.5     $ 0.92     $ 76.1     $ 50.2     $ 0.73  
Adjustments:
                                               
Restructuring and impairment charges
    1.8       1.3     $ 0.02       5.4       3.6       0.05  
                             
Earnings as adjusted (Non-GAAP)
  $ 101.1     $ 64.8     $ 0.94     $ 81.5     $ 53.8     $ 0.78  
                             
                             
                                                 
    Six Months Ended     Six Months Ended        
    June 30, 2006   June 30, 2005        
    Income     Income             Income     Income        
    Before     After     Diluted     Before     After     Diluted  
    Tax     Tax     EPS     Tax     Tax     EPS  
                             
Earnings from continuing operations
  $ 169.9     $ 109.3     $ 1.58     $ 136.7     $ 90.3     $ 1.32  
Adjustments:
                                               
Restructuring and impairment charges
    3.6       2.5       0.04       11.5       7.7       0.11  
                             
Earnings as adjusted (Non-GAAP)
  $ 173.5     $ 111.8     $ 1.62     $ 148.2     $ 98.0     $ 1.43  
                             
                             

 


 

The Lubrizol Corporation
Summary of Discontinued Operations
Results for the Three and Six Months Ended June 30, 2006 and 2005
(In Millions, Except Per Share Data)

Earnings as adjusted from discontinued operations (Non-GAAP) is a measure of income that differs from earnings (loss) from operations of discontinued operations measured in accordance with generally accepted accounting principles (“GAAP”). Earnings as adjusted from discontinued operations (Non-GAAP) is earnings (loss) from operating results of discontinued operations per our consolidated results, adjusted for exclusion of impairment charges. Management believes that both earnings (loss) from operating results of discontinued operations and earnings as adjusted from discontinued operations for exclusion of these impairment charges assist the investor in understanding the results of operations of the discontinued operations of The Lubrizol Corporation. In addition, Management and the Board evaluate results using the earnings (loss) from operating results of discontinued operations and earnings as adjusted from discontinued operations.
                                 
    Q2     Q2     YTD     YTD  
    2006     2005     2006     2005  
Discontinued operations, net of tax:
                               
Earnings (loss) from operating results of discontinued operations
  $ 0.1     $ 9.9     $ (59.7 )   $ 18.3  
Loss on sale of discontinued operations
    (12.5 )           (13.4 )      
 
                       
Total Discontinued Operations, net of tax
  $ (12.4 )   $ 9.9     $ (73.1 )   $ 18.3  
 
                       
Computation of Shares Outstanding Amounts:
                               
Weighted Average Common Shares Outstanding
    68.6       68.0       68.5       67.7  
Dilutive effect of stock options and awards
    0.6       0.7       0.6       0.8  
 
                       
Denominator for per share calculation, diluted
    69.2       68.7       69.1       68.5  
 
                       
Diluted (Loss) Earnings per Share:
                               
Operating Results of Discontinued Operations, net of tax
  $ 0.00     $ 0.14     $ (0.86 )   $ 0.27  
Loss on Sale of Discontinued Operations, net of tax
    (0.18 )           (0.20 )      
 
                       
Diluted (loss) earnings per share of discontinued operations, net of tax
  $ (0.18 )   $ 0.14     $ (1.06 )   $ 0.27  
 
                       
Reconciliation of Earnings (Loss) from Operations of Discontinued Operations to Earnings as Adjusted from Discontinued Operations:
                               
Earnings (loss) from operating results of discontinued operations
  $ 0.1     $ 9.9     $ (59.7 )   $ 18.3  
Adjustment: Impairment charges, net of tax
                (60.6 )      
 
                       
Earnings as adjusted from discontinued operations (Non-GAAP)
  $ 0.1     $ 9.9     $ 0.9     $ 18.3  
 
                       
Reconciliation of Earnings (Loss) from Operations of Discontinued Operations to Earnings as Adjusted from Discontinued Operations on a per share basis:
                               
Earnings (loss) from operating results of discontinued operations
  $ 0.00     $ 0.14     $ (0.86 )   $ 0.27  
Adjustment: Impairment charges, net of tax
                (0.87 )      
 
                       
Earnings as adjusted from discontinued operations (Non-GAAP)
  $ 0.00     $ 0.14     $ 0.01     $ 0.27  
 
                       

 

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