##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
 For the transition period from ______ to ______
 Commission file number 1-5263
 THE LUBRIZOL CORPORATION
  OHIO
    
    34-0367600(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 
 
 Title of each class
    
    Name of each exchange on which registeredCommon Shares without par value
    
    New York Stock ExchangeCommon Share purchase rights
    
    New York Stock Exchange
   þ o
  o þ
  þ o
 þ
  þ o o
 o þ
   Documents Incorporated by Reference




---



TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESExhibit 10.19 Employment AgreementExhibit 10.29 UpdateExhibit 12.1 Comp of Ratio of Earnings to Fixed ChargesExhibit 13.1 Discussion and AnalysisExhibit 21.1 SubsidiariesExhibit 31.1 CertificationExhibit 31.2 CertificationExhibit 32 Certification    Table of Contents  
 PART I
 
 ITEM 1. BUSINESS
  Overview
  ® ® ® ®
   www.lubrizol.com
 Acquisition History
   2




---



##### Table of Contents



The Noveon International Acquisition
  
    
    maintain technology leadership;
    
    apply our formulation expertise to extend applications into new markets; and
    
    expand the global breadth of our businesses.
   3




---



##### Table of Contents



Divestitures
  ®
 Business Segments
   4




---



##### Table of Contents



Lubricant Additives Segment
    
    
    antioxidants that retard oil thickening;
 5




---



##### Table of Contents




    
    anti-wear agents that prevent surfaces metal-to-metal contact;
    
    corrosion inhibitors that prevent rust;
    
    detergents that prevent deposit build-up;
    
    dispersants that protect equipment by suspending contaminant particles;
    
    friction modifiers that control friction at surfaces;
    
    polymer-based viscosity modifiers that allow lubricants to operate over broad
temperature ranges; and
    
    pour point depressants that control low temperature fluid thickening.
   Engine Additives.
  Category
    
    Product/Brand
    
    DescriptionEngine Additives
    
    Passenger car motor oils,
heavy-duty diesel engine
oils, marine diesel,
small engines, stationery
gas and viscosity
modifiers
    
    Additives that extend
engine life, lower
emissions and enhance
fuel economy.Fuel, refinery and
oilfield products and
other components
    
    Additives designed to
eliminate deposits and
provide fuel system
cleanliness, prevent rust
and corrosion, enhance
fuel economy, provide
anti-knock, lower
volatility and improve
storage stability.
 Specialty Driveline and Industrial Oil Additives.
 Specialty Driveline Additives
  6




---



##### Table of Contents



Industrial Oil Additives
   Category
    
    Product/Brand
    
    DescriptionSpecialty Driveline
and Industrial Oil
Additives
    
    Driveline additives
for automatic
transmission fluids,
gear oils and farm
tractor fluids
    
    OEM-specific additives that provide multiple and
complex performance properties, including
reducing friction in order to prevent wear
of transmissions, gears and farm
tractor components.Additives for
industrial fluids,
including hydraulics,
metalworking,
industrial gear,
grease and compressor
fluids
    
    A wide range of
additives to meet the
lubricant performance
requirements of
industrial equipment.
 Services.
 Specialty Chemicals Segment
    Consumer Specialties .
 Personal Care and Pharmaceuticals
  7




---



##### Table of Contents




    
    Carbopol acrylic thickener, which is a global leader in synthetic thickeners due to
its efficient stabilizing properties and superior thickening capabilities. Primary
end-uses in the personal care industry include hair care, skin care and personal and
oral hygiene products. Pharmaceutical primary end-uses include topical and
controlled-release applications.
    
    Methyl glucoside and lanolin derivatives that enhance the functional and aesthetic
properties of personal care products by delivering characteristics such as
emulsification, thickening and moisturizing, as well as imparting the elegant feel to
lotions and creams.
    
    AMPS® specialty monomers that are used in the manufacture of polymers for
a variety of applications such as dishwashing detergents to reduce spotting, skin
creams to improve lubricity and feel, medical gels for defibrillator pads to enhance
conductivity, and coatings and adhesives to improve adhesion.
    
    Specialty surfactants and additives that enhance the functional and aesthetic
properties of personal care products and household and industrial cleaners by improving
characteristics such as foaming, cleansing, conditioning and mildness. Surfactants primarily are
used in hair care products, such as shampoos and body washes.
   Category
    
    Product/Brand
    
    DescriptionPersonal Care and
Pharmaceuticals
    
    Carbopol®
    
    Acrylic thickener, which imparts stability and
improves aesthetics. Often used as a controlled
release agent.Pemulen®
    
    Polymeric emulsifier reducing formulation
irritancy and providing unique sensory
properties.Avalure®
    
    Polymers for color cosmetics and skin care.Specialty silicones
    
    Polymers affecting slip-and-feel.Fixate
    
    Resin for hair styling.Emollients
    
    Improve skin feel and appearance.Colorants
    
    Impart color in personal care products.Botanical extracts
    
    Specialty additives for cosmetic and skin care
formulations.Methyl glucoside
derivatives, including
Glucamate®
    
    Natural thickeners, emulsifiers and moisturizers
for shampoos, liquid cleansers, face and body
creams and lotions.Lanolin derivatives
    
    Natural emollients, emulsifiers and conditioners
for creams, lotions and color cosmetics.AMPS® monomers
    
    Specialty monomer for high performance polymers.Specialty surfactants,
including Sulfochem®
    
    Enhance cleansing, foaming and moisturizing of
shampoos, body washes and industrial and household cleaners.
 8




---



##### Table of Contents



Category
    
    Product/Brand
    
    DescriptionPolycarbophil
    
    Active agent for bulk laxatives.Amino acid-based actives
    
    Over-the-counter ingredients for pharmaceuticals.Advanced intermediates
    
    Used in the production of over-the-counter
pharmaceutical ingredients.Cassia gum
    
    Gelling agents for human food (Japan) and pet
food.
 Food and Beverage
     Category
    
    Product/Brand
    
    DescriptionFood and Beverage
    
    ColorsFood, drug and cosmetic
dyes, lakes, natural colors
and pigments
    
    Colorants for beverages,
confectionary goods, cosmetics, dry
mixes/snacks, processed foods and pet
food and colorants for inks, paints
and paper dyes.BenzoatesSodium benzoate and
potassium benzoate
    
    Improves shelf life for certain
consumable goods. Preservative for
manufacturers of soft drinks, bottled
beverages, fruit-based products and
prepared salads.Flavors and FragrancesBenzaldehyde-based chemicals
    
    Food, personal care and soap products.
 9




---



##### Table of Contents



Category
    
    Product/Brand
    
    DescriptionIntermediatesPhenol, benzaldehyde, benzyl
alcohol and benzoic acid
    
    Pharmaceuticals,
coatings, agrochemical
products, plasticizers,
adhesives, sealant
products and alkyd
resins.Foam Control AgentsSilicone and other chemistries
    
    Reduce foam in
processing of food,
grain, fermentation and
a wide range of
industrial products.
 Polymer Additives
 ®
 ® ®
  Category
    
    Product/Brand
    
    DescriptionPolymer Additives
    
    Reactive Liquid PolymerHycar®
    
    Used as a toughener and flexibilizer
in thermoset resin formulations
(construction, composites, coatings
and structural adhesives).AntioxidantsGood-Rite®
    
    Primarily used by rubber manufacturers
to prevent oxidative degradations,
impart durability and prevent loss of
flexibility.AcceleratorsCure-Rite®
    
    Helps reduce vulcanization/curing time.
 Performance Coatings.
  10




---



##### Table of Contents



Specialty Resins and Polymers
  ®
  Category
    
    Product-line
    
    DescriptionSpecialty Resins and
Polymers
    
    Acrylic Emulsions,
Polyurethane
Dispersions and Other
Water-based Systems,
Hycar®,
Sancure®,
Algan®,
Performax®
    
    Provide superior
gloss and durability
properties to paints
and coatings. End
markets include wood,
paper, metal,
concrete, plastic and
textiles.Acrylic and Other
Polymer Resins,
Doresco®
    
    Function as carriers
for pigments, and
provide surface
protection and
adhesion properties.
End-markets include
paint and coatings,
printing ink,
laminating, adhesives
and sealants and
grease.
 Coating Additives
  
    
    High-performance hyperdispersants for coatings, inks, thermoplastics and thermoset
composites. We are a world leader in polymeric hyperdispersant technology, sold under
the Solsperse® and Solplus® trade names. Hyperdispersants
improve the dispersion of almost any solid particulate (including pigments, fillers,
flame retardants and fibers) into almost any liquid medium (water, solvents and
resins). They are primarily used to achieve even color saturation. They enrich and
strengthen color, while reducing production costs and solvent emissions. We also
produce Ircosperse® pigment dispersants for coatings and COLORBURST pigment
dispersants for printing inks.
 11




---



##### Table of Contents




    
    Surface modifiers improve the performance of industrial, architectural, can, coil,
wood and powder coatings by enhancing and protecting surfaces. Lanco®,
Lanco® Glidd, Lanco® Matt and Aquaslip surface modifiers impart
a variety of properties to a coating, including enhanced slip, improved abrasion and
scratch resistance, matting, texturing and a silky, soft feel.
    
    Rheology control additives improve the performance of coatings by providing
thickening, sag control, pigment anti-settling and improved surface appearance.
Rheology control additives are sold under the brand names Ircothix®,
Ircogel® and Solthix®.
    
    Foam control additives for paints and coatings minimize air bubbles and are sold
under the FOAM BLAST® and Antibubble brands.
    
    Specialized additives for inks improve rub resistance properties and film
characteristics.
  Category
    
    Product/Brand
    
    DescriptionCoating Additives
    
    Dispersants,
Solsperse®
Ircosperse®,
COLORBURST
    
    Improve the dispersion of almost any solid
particulate into almost any liquid medium.
End-markets include coatings and printing
inks.Surface Modifiers Lanco®,
Lanco®
Glidd,
Lanco®
Matt, Aquaslip
    
    Impart a variety of properties to a
coating, including enhanced slip, improved
abrasion and scratch resistance, matting,
texturing and a silky, soft feel. End
markets include industrial, architectural,
can and coil, wood and powder coatings.Rheology Control
Additives,
Ircothix®,
Ircogel®
and
Solthix®
    
    Provide thickening, sag control and
improved surface appearance of coatings.Foam Control
Additives, FOAM
BLAST®
and Antibubble
    
    Minimize air bubbles in paints and coatings.Specialized
Additives for Inks,
Duotron®,
Liquitron®,
Fluotron®
    
    Improve the processing, performance and rub
resistance properties.
 Specialty Materials.
 Engineered Polymers
 ® ® ® ®
 12




---



##### Table of Contents



Category
    
    Product/Brand
    
    DescriptionEP
    
    TempRite®
    
    Residential plumbingFlowGuard®
    
    Residential and commercial plumbingFlowGuard Gold®
    
    Residential and commercial plumbingCorzan®
    
    Industrial and commercial pipingBlazeMaster®
    
    Fire sprinkler pipingPEX
    
    TempRite®
    
    Flexible piping systems
 Thermoplastic Polyurethane
 ® ®
   Category
    
    Product/Brand
    
    DescriptionTPU
    
    Estane®
    
    Aromatic grades for film and sheet,
wire and cable insulation, athletic
equipment, medical applications,
pneumatic tubing, automotive molded
parts and adhesives.Estaloc®
    
    Automotive trim, sporting goods,
agricultural equipment and other
mechanical components.Stat-Rite®
    
    Packaging of semiconductors, sensitive
electronic components, disk drive
heads and cell phone components.Tecoflex®
    
    Aliphatic grades for optical film,
medical tubing and general industrial
applications.
 13




---



##### Table of Contents



Competition
   Product Line
    
    Principal CompetitorsConsumer specialties
    
    Cognis, CP Kelco, Croda, DSM, FMC,
Hercules, ISP, Nihon Junkayu, Quest,
Rhodia, Rohm and Haas, Sensient,
Sigma/3V, Sumitomo Seika, Symrise,
Tessenderlo, VelsicolPerformance coatings
    
    Avecia, BASF, Bayer, Byk, Ciba,
Clariant, Dow Chemical, Eastman,
Johnson Polymer, OMNOVA, Parachem,
PolymerLatex, Reichhold, Rohm and
Haas, Tego, UCBSpecialty materials
    
    Atofina, BASF, Bayer, Dow, Georgia
Gulf, Huntsman, Kaneka, Sekisui
Chemical, Victaulic
 Sales and Marketing
     Research, Development and Technology
  14




---



##### Table of Contents



Lubricant Additives
   Specialty Chemicals.
  Patents
 Research, Testing and Development Expenditures
  15




---



##### Table of Contents



Raw Materials
   Environmental Matters
     Employees
  16




---



##### Table of Contents



Manufacturing and Properties
  Geographic Area Information
   
 ITEM 1A. RISK FACTORS
 If any of the events contemplated by the following discussion of risks should occur, our
business, results of operations and financial condition could suffer significantly. The risks
described below are not the only risks that we face. Additional risks not currently known to us or
that we currently deem immaterial may also impair our business.
 Financial Risks
 The limits imposed on us by the restrictive covenants contained in our credit facilities could
prevent us from making acquisitions or capital improvements or cause us to lose access to these
facilities.
  
    
    borrow money or guarantee the debts of others;
    
    use assets as security in other transactions;
    
    make investments or other restricted payments or distributions;
    
    change our business or enter into new lines of business; and
    
    sell or acquire assets or merge with or into other companies.
   17




---



##### Table of Contents



We may not have access to capital in the future.
  We could be adversely affected if our debt is downgraded.
  Risks Relating to our Business
 Increases in raw material prices could reduce our profitability and reductions in the availability
of raw material supplies could disrupt our operations.
   We face competition from other chemical companies, which could adversely affect our revenue
and financial condition.
  18




---



##### Table of Contents



Failure to make continued improvements in our technology and productivity could hurt our
competitive position.
  Our and our suppliers production facilities are subject to operating risks that may adversely
affect our operations.
  Some of our businesses are cyclical and demand by our customers for our products weakens during
economic downturns.
  We face numerous risks relating to our foreign operations, including foreign currency exchange rate
fluctuations, exchange controls and currency devaluations, that may adversely affect our results of
operations.
  19




---



##### Table of Contents



International social, political and economic conditions may adversely affect our operating
performance.
  Our production facilities are of the type that may attract terrorist attacks, and any attack may
disrupt our operations and cause us to incur significant costs and liabilities.
  Certain of our employees are covered by collective bargaining agreements, and the failure to renew
these agreements could result in labor disruptions and increased labor costs.
  The applicability of numerous environmental laws to our manufacturing facilities could cause us to
incur material costs and liabilities.
   20




---



##### Table of Contents



If we are unable to protect our intellectual property rights, our product sales and financial
performance could be adversely affected.
   
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  21




---



##### Table of Contents



ITEM 2. PROPERTIES
  SizeLaboratory
    
    (approx.)
    
    Reporting SegmentsOwned/
    
    (R&D/Testing) or
    
    in square
    
    Lubricant
    
    SpecialtyLocation
    
    Leased
    
    Manufacturing
    
    feet
    
    Additives
    
    ChemicalsSydney, Australia
    
    Owned
    
    Manufacturing
    
    
    45,000
    
    
    x
    
    xAntwerp, Belgium
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    81,000
    
    
    
    
    xOevel, Belgium
    
    Owned
    
    Manufacturing
    
    
    215,000
    
    
    
    
    xVilvoorde, Belgium
    
    Owned
    
    Manufacturing
    
    
    27,000
    
    
    
    
    xRio de Janeiro, Brazil
    
    Owned
    
    Manufacturing
    
    
    270,000
    
    
    x
    
    xNiagara Falls, Ontario, Canada
    
    Owned
    
    Manufacturing
    
    
    175,000
    
    
    xLanzhou, China(1)
    
    Plant is owned;
land is leased
    
    Manufacturing
    
    
    35,500
    
    
    xHong Kong, China
    
    Leased
    
    Laboratory
    
    
    1,300
    
    
    
    
    xQingpu, China
    
    Leased
    
    Laboratory,
Manufacturing
    
    
    45,000
    
    
    
    
    xShanghai, China
    
    Leased
    
    Laboratory
    
    
    5,000
    
    
    
    
    xSongjiang, China
    
    Leased
    
    Manufacturing
    
    
    54,000
    
    
    
    
    xTianjin, China (1)
    
    Leased
    
    Manufacturing
    
    
    320,000
    
    
    xWenzhou, China(1)
    
    Leased
    
    Manufacturing
    
    
    53,000
    
    
    
    
    xZhejiang, China(1)
    
    Owned
    
    Manufacturing
    
    
    13,700
    
    
    
    
    xLe Havre, France
    
    Owned
    
    Manufacturing
    
    
    960,000
    
    
    xLyon, France(2)
    
    Leased
    
    Laboratory,
Manufacturing
    
    
    13,500
    
    
    
    
    xMourenx, France
    
    Owned
    
    Manufacturing
    
    
    40,000
    
    
    xRouen, France
    
    Owned
    
    Manufacturing
    
    
    760,000
    
    
    xHamburg, Germany
    
    Leased
    
    Laboratory,
Manufacturing
    
    
    65,000
    
    
    xRaubling, Germany
    
    Leased/Owned
    
    Laboratory,
Manufacturing
    
    
    134,500
    
    
    
    
    xRitterhude, Germany
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    85,000
    
    
    
    
    xChennai, India
    
    Leased
    
    Manufacturing
    
    
    114,000
    
    
    
    
    xMumbai, India(1)
    
    Plant is owned;
land is leased
    
    Manufacturing
    
    
    230,000
    
    
    xVadadora, India
    
    Owned
    
    Manufacturing
    
    
    294,000
    
    
    
    
    xKinuura, Japan
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    710,400
    
    
    x
    
    xSeremban, Malaysia
    
    Owned
    
    Manufacturing
    
    
    38,000
    
    
    
    
    xApodaca, Mexico(1)
    
    Owned
    
    Manufacturing
    
    
    135,000
    
    
    xDelfzijl, The Netherlands
    
    Leased
    
    Manufacturing
    
    
    50,000
    
    
    
    
    xYanbu, Saudi Arabia(1)
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    4,900
    
    
    xSingapore
    
    Plant is owned;
land is leased
    
    Manufacturing
    
    
    500,000
    
    
    xSingapore
    
    Leased
    
    Laboratory
    
    
    1,300
    
    
    
    
    xDurban, South Africa
    
    Owned
    
    Manufacturing
    
    
    75,000
    
    
    x
    
    xPohang, South Korea
    
    Leased/Owned
    
    Manufacturing
    
    
    49,000
    
    
    
    
    xBarcelona, Spain
    
    Leased/Owned
    
    Laboratory,
Manufacturing
    
    
    76,000
    
    
    
    
    xMuang, Thailand
    
    Jointly Owned
    
    Laboratory,
Manufacturing
    
    
    15,000
    
    
    
    
    xBarnsley, United Kingdom
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    50,000
    
    
    
    
    xBlackley, Manchester, United
Kingdom
    
    Leased
    
    Laboratory
    
    
    13,000
    
    
    
    
    xBromborough, United Kingdom
(3)
    
    Owned
    
    Manufacturing
    
    
    140,000
    
    
    x
    
    x
 22




---



##### Table of Contents



SizeLaboratory
    
    (approx.)
    
    Reporting SegmentsOwned/
    
    (R&D/Testing) or
    
    in square
    
    Lubricant
    
    SpecialtyLocation
    
    Leased
    
    Manufacturing
    
    feet
    
    Additives
    
    ChemicalsHazelwood, United
Kingdom
    
    Owned
    
    Laboratory
    
    
    77,000
    
    
    xHuddersfield,
United Kingdom
    
    Plant is owned;
land is leased
    
    Laboratory,
Manufacturing
    
    
    37,000
    
    
    
    
    xGrangemouth, Scotland, United Kingdom
    
    Leased
    
    Laboratory
    
    
    900
    
    
    
    
    xPaso Robles, CA
    
    Plant is owned;
land is leased
    
    Laboratory,
Manufacturing
    
    
    26,000
    
    
    
    
    xPeachtree City, GA
    
    Owned
    
    Manufacturing
    
    
    42,500
    
    
    
    
    xCountryside, IL
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    60,000
    
    
    
    
    xHenry, IL
    
    Owned
    
    Manufacturing
    
    
    100,000
    
    
    
    
    xMcCook, IL
    
    Leased
    
    Laboratory,
Manufacturing
    
    
    68,000
    
    
    
    
    xCalvert City, KY
    
    Owned
    
    Manufacturing
    
    
    75,000
    
    
    
    
    xLouisville, KY
    
    Owned
    
    Manufacturing
    
    
    232,000
    
    
    
    
    xLawrence, MA
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    160,000
    
    
    
    
    xWilmington, MA
    
    Leased
    
    Manufacturing
    
    
    83,600
    
    
    
    
    xMidland, MI
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    68,700
    
    
    xLinden, NJ(4)
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    9,500
    
    
    
    
    xPedricktown, NJ
    
    Owned
    
    Manufacturing
    
    
    40,000
    
    
    
    
    xCharlotte, NC
    
    Leased
    
    Laboratory
    
    
    2,000
    
    
    
    
    xCharlotte, NC
    
    Owned
    
    Manufacturing
    
    
    270,000
    
    
    
    
    xGastonia, NC
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    116,000
    
    
    
    
    xAkron, OH
    
    Owned
    
    Manufacturing
    
    
    236,000
    
    
    
    
    xAvon Lake, OH
    
    Owned
    
    Manufacturing
    
    
    240,000
    
    
    
    
    xBowling Green, OH
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    75,000
    
    
    
    
    xBrecksville, OH
    
    Owned
    
    Laboratory
    
    
    142,000
    
    
    
    
    xChagrin Falls, OH
    
    Owned
    
    Manufacturing
    
    
    49,000
    
    
    
    
    xCincinnati, OH
    
    Leased
    
    Laboratory,
Manufacturing
    
    
    450,000
    
    
    
    
    xPainesville, OH
    
    Owned
    
    Manufacturing
    
    
    450,000
    
    
    x
    
    xWickliffe, OH
    
    Owned
    
    Laboratory
    
    
    233,000
    
    
    xSpartanburg, SC
    
    Leased
    
    Laboratory
    
    
    22,300
    
    
    xSpartanburg, SC
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    71,000
    
    
    x
    
    xBayport, TX
    
    Owned
    
    Manufacturing
    
    
    810,000
    
    
    x
    
    xDeer Park, TX
    
    Owned
    
    Manufacturing
    
    
    1,570,000
    
    
    x
    
    xHouston, TX
    
    Owned
    
    Manufacturing
    
    
    39,000
    
    
    
    
    xKalama, WA
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    550,000
    
    
    
    
    xCheyenne, WY
    
    Owned
    
    Laboratory,
Manufacturing
    
    
    32,000
    
    
    
    
    x
 
 (1)
    
    These manufacturing plants are owned and operated by joint venture companies licensed by
Lubrizol.(2)
    
    Operations are expected to cease by the end of the first quarter of 2006.(3)
    
    Operations are expected to cease by the end of 2006.(4)
    
    Operations are expected to cease by the end of the second quarter of 2006.   23




---



##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS
    
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  24




---



##### Table of Contents



EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    
    PositionJames L. Hambrick
    
    51
    
    
    
    Chairman of the Board, President and Chief Executive OfficerJoseph W. Bauer
    
    52
    
    
    
    Vice President and General CounselDonald W. Bogus
    
    58
    
    
    
    Senior Vice President and President  Specialty ChemicalsCharles P. Cooley
    
    50
    
    
    
    Senior Vice President and Chief Financial OfficerW. Scott Emerick
    
    41
    
    
    
    Corporate ControllerStephen F. Kirk
    
    56
    
    
    
    Senior Vice President and President  Lubricant AdditivesAnnora C. Marcus
    
    43
    
    
    
    Director  Foreign Audits / Transfer PricingMark W. Meister
    
    51
    
    
    
    Vice President and Chief Ethics OfficerRosanne S. Potter
    
    46
    
    
    
    TreasurerLeslie M. Reynolds
    
    45
    
    
    
    Corporate SecretaryPatrick Saunier
    
    50
    
    
    
    Vice President, Information SystemsJeffrey A. Vavruska
    
    45
    
    
    
    Chief Tax OfficerJoanne Wanstreet
    
    54
    
    
    
    Vice President, Investor Relations
 James L. Hambrick
 Joseph W. Bauer
 Donald W. Bogus
 Charles P. Cooley
 W. Scott Emerick
 Stephen F. Kirk
 Annora C. Marcus
 Mark W. Meister
 Rosanne S. Potter
 25




---



##### Table of Contents



Leslie M. Reynolds
 Patrick H. Saunier
 Jeffrey A. Vavruska
 Joanne Wanstreet
  26




---



##### Table of Contents



PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
   Common Share Price History
    
    
    Dividends2005
    
    
    2004
    
    
    Per Common ShareHigh
    
    
    Low
    
    
    High
    
    
    Low
    
    
    2005
    
    
    20041st quarter
    
    $
    43.57
    
    
    $
    35.25
    
    
    $
    33.55
    
    
    $
    29.44
    
    
    $
    .26
    
    
    $
    .262nd quarter
    
    
    44.51
    
    
    
    36.74
    
    
    
    36.81
    
    
    
    30.67
    
    
    
    .26
    
    
    
    .263rd quarter
    
    
    44.50
    
    
    
    39.12
    
    
    
    37.37
    
    
    
    33.00
    
    
    
    .26
    
    
    
    .264th quarter
    
    
    44.16
    
    
    
    39.83
    
    
    
    37.33
    
    
    
    32.12
    
    
    
    .26
    
    
    
    .26$
    1.04
    
    
    $
    1.04
      (d) Maximum Number(c) Total Number
    
   (or Approximate Dollarof Shares (or Units)
    
   Value) of Shares (or(a) Total Number of
    
    (b) Average Price
    
    Purchased as Part of
    
     Units) that May YetShares (or Units)
    
    Paid per Share
    
    Publicly Announced
    
    be Purchased Under thePeriod
    
    Purchased1
    
    (or Unit)
    
    Plans or Programs
    
        Plans or ProgramsMonth #1
(Oct. 1, 2005 through
Oct. 31, 2005)
    
    5,076 Shares
    
    $
    43.33
    
    
    
    N/A
    
    
    
    N/AMonth #2
(Nov. 1, 2005 through
Nov. 30, 2005)
    
    31 Shares
    
    $
    41.59
    
    
    
    N/A
    
    
    
    N/AMonth #3
(Dec. 1, 2005 through
Dec. 31, 2005)
    
    81 Shares
    
    $
    42.21
    
    
    
    N/A
    
    
    
    N/ATotal
    
    5,188 Shares
 
 1
    
    This column represents common shares that we purchased pursuant to: 27




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
   
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
  28




---



##### Table of Contents



ITEM 9B. OTHER INFORMATION
  29




---



##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  www.lubrizol.com
 
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
   (a)Number of
    
    
    
    
    
    (c)Securities to
    
    (b)
    
    Number of Securitiesbe Issued upon
    
    Weighted-Average
    
    Remaining AvailableExercise
    
    Exercise
    
    for Future Issuance underof Outstanding
    
    Price of Outstanding
    
    Equity Compensation PlansOptions,
    
    Options, Warrants
    
    (excluding SecuritiesPlan Category
    
    Warrants and Rights
    
    and Rights
    
    reflected in Column (a))Equity compensation plans
approved by security
holders
    
    
    4,283,917
    
    
    $
    32.35
    
    
    
    3,055,540
    (1)Equity compensation
plans not
approved by security
holders
    
    
    (2)
    
    
    
    N/A
    
    
    
    (2)Total
    
    
    4,283,917
    
    
    $
    32.35
    
    
    
    3,055,540
    (1)
 
 (1)
    
    The 1991 Stock Incentive Plan was terminated with respect to future grants effective
November 15, 2004. The shares shown are with respect to the 2005 Stock Incentive Plan. In
addition to the shares shown, effective January 1, 2003, pursuant to grants under the 1991
Stock Incentive Plan, Donald W. Bogus, Charles P. Cooley and Stephen F. Kirk each will be
issued 15,000 shares if the officer remains an employee until January 1, 2008. There are no
voting or dividend rights associated with these common shares unless and until they are
issued.(2)
    
    Under a deferred compensation plan, certain executive officers may defer any amount of
their variable pay under the performance pay plan. Deferred amounts are converted into share
units based on the current market price of 30




---



##### Table of Contents



Lubrizols common shares. There is a 25% company
match. Additional share units are credited for quarterly dividends paid on Lubrizol common
shares. At the end of the deferral period, which is at least three years, common shares are
issued equal to the number of share units in the participants account. Amounts attributable
to the company match credited after January 1, 2004 will be paid in cash. As of December 31,
2005, there were 86,482 share units outstanding that are payable in shares. Prior to January 1, 2004, under a deferred stock compensation plan for outside directors,
each director who was not a Lubrizol employee received 500 share units on each October 1st and
was credited with additional share units for quarterly dividends paid on Lubrizol common shares.
When a person is no longer a director, Lubrizol common shares are issued equal to the number of
share units in the persons account. As of December 31, 2005, there were 41,744 share units
outstanding that are payable in shares. No additional share units other than those credited for
quarterly dividends have been or will be granted after January 1, 2004.Under a deferred compensation plan for directors, each director who is not a Lubrizol
employee may defer all or any portion of his or her yearly fee and meeting attendance fees and
have these amounts credited to various cash investment accounts and/or a share unit account. The
number of share units credited to the share unit account is based on
the price of Lubrizol common shares on the day the share units are credited to the account and includes share units credited
for quarterly dividends paid on Lubrizol common shares. When a person is no longer a director,
Lubrizol shares are issued equal to the number of share units in the persons share unit account.
As of December 31, 2005, there were 49,596 share units outstanding.Under a deferred compensation plan for officers, each executive officer may defer all or any
portion of his or her total annual pay and have these amounts credited to various cash investment
accounts and/or a share unit account. The number of share units credited to the share unit
account is based on the price of Lubrizol common shares on the day the share units are credited
to the account and includes share units credited for quarterly dividends paid on Lubrizol common
shares. Upon the distribution date, Lubrizol common shares are issued equal to the number of
share units in the persons share unit account. As of December 31, 2005, there were 62,735 share
units outstanding.Under a supplemental retirement plan for Donald W. Bogus, 500 share units are credited each
anniversary date of the officers employment to an officers account and includes shares units
credited for quarterly dividends paid on Lubrizol common shares. Upon retirement, Mr. Bogus may
elect to receive cash or Lubrizol shares equal to the number of share units in the account. As
of December 31, 2005, there were 2,281 share units outstanding that could be paid in shares. For units credited after January
1, 2004, the payment will be made in cash only.
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  31




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    Documents filed as part of this Annual Report:
 1.
    
    The following consolidated financial statements of The Lubrizol Corporation and its
subsidiaries, together with the report of the independent registered public accounting firm
relating thereto, contained on pages 27 through 57, inclusive, of our 2005 Annual Report
to shareholders, and incorporated herein by reference:Managements Report on Internal Controls over Financial
ReportingReport of Independent Registered Public Accounting Firm.Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003.Consolidated Balance Sheets at December 31, 2005 and 2004.Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003.Consolidated Statements of Shareholders Equity for the years ended December 31, 2005, 2004
and 2003.Notes to Consolidated Financial Statements.2.
    
    Schedule
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   
 32




---



##### Table of Contents



SCHEDULE II   (in millions of dollars)
 Balance at
    
    
    
    
    
    
    
    
    
    Balance atBeginning
    
    Charged/(Credited)
    
    Charged/(Credited) to
    
    
    
    
    
    End ofDescription
    
    of Year
    
    to Expenses
    
    Other Accounts*
    
    Deductions
    
    YearYear ended December 31, 2005Allowance for
uncollectible
accounts
    
    $
    11.0
    
    
    $
    1.9
    
    
    $
    (0.9
    )
    
    $
    1.9
    
    
    $
    10.1Inventory reserves
    
    $
    19.1
    
    
    $
    12.4
    
    
    $
    (4.3
    )
    
    $
    9.0
    
    
    $
    18.2Deferred tax asset valuation allowance
    
    $
    18.8
    
    
    $
    4.0
    
    
    $
    (4.7
    )
    
    
    
    
    
    $
    18.1Year ended December 31, 2004Allowance for
uncollectible
accounts
    
    $
    4.2
    
    
    $
    0.4
    
    
    $
    7.7
    
    
    $
    1.3
    
    
    $
    11.0Inventory reserves
    
    $
    9.0
    
    
    $
    5.9
    
    
    $
    8.0
    
    
    $
    3.8
    
    
    $
    19.1Deferred tax asset valuation allowance
    
    $
    1.9
    
    
    $
    2.4
    
    
    $
    14.5
    
    
    
    
    
    
    $
    18.8Year ended December 31, 2003Allowance for
uncollectible
accounts
    
    $
    4.4
    
    
    
    
    
    
    
    
    
    
    $
    0.2
    
    
    $
    4.2Inventory reserves
    
    $
    9.2
    
    
    $
    (0.1
    )
    
    
    
    
    
    $
    0.1
    
    
    $
    9.0Deferred tax asset valuation allowance
    
    $
    3.6
    
    
    $
    (1.7
    )
    
    
    
    
    
    
    
    
    
    $
    1.9
 
 *
    
    Valuation and qualifying accounts associated with acquired and
discontinued operation companies. All other schedules have been omitted because they are not applicable.
 3.
    
    Exhibits
 3.1
    
    Amended Articles of Incorporation of The Lubrizol Corporation, as adopted
September 23, 1991 (incorporated by reference to Exhibit 3.1 to The Lubrizol
Corporations Annual Report on Form 10-K for the year ended December 31, 2004).3.2
    
    Regulations of The Lubrizol Corporation, as amended effective April 27, 1992
((incorporated by reference to Exhibit 3.2 to The Lubrizol Corporations Annual Report
on Form 10-K for the year ended December 31, 2004).4.1
    
    Amendment to Article Fourth of Amended Articles of Incorporation (incorporated
by reference to Exhibit 4.1 to The Lubrizol Corporations Annual Report on Form 10-K
for the year ended December 31, 2004).4.2
    
    Amended and Restated Rights Agreement between The Lubrizol Corporation and
American Stock Transfer & Trust Company dated as of July 26, 1999 (incorporated by
reference to Exhibit 4.2 to The Lubrizol Corporations Annual Report on Form 10-K for
the year ended December 31, 2004).4.3
    
    Amended and Restated Indenture dated September 28, 2004 (originally dated June
1, 1995) by and among The Lubrizol Corporation, all of The Lubrizol Corporations
wholly owned direct and indirect domestic subsidiaries, as guarantors, and J.P. Morgan
Trust Company, National Association, as successor trustee (incorporated by reference to
Exhibit 99.1 of the Form 8-K of The Lubrizol Corporation filed with the SEC on
September 29, 2004).4.4
    
    Amended and Restated Indenture dated September 28, 2004 (originally dated
November 25, 1998), by and among The Lubrizol Corporation, all of The Lubrizol
Corporations wholly owned direct and indirect domestic subsidiaries, as guarantors,
and J.P. Morgan Trust Company, National Association, as successor trustee (incorporated
by reference to Exhibit 99.2 of the Form 8-K of The Lubrizol Corporation filed with the
SEC on September 29, 2004).4.5
    
    Form of Indenture for Debt Securities of The Lubrizol Corporation (incorporated
by reference to Exhibit 4.2 of Amendment No. 2 to the Registration Statement on Form
S-3 of The Lubrizol Corporation filed with the SEC on August 24, 2004).10.1*
    
    The Lubrizol Corporation 1991 Stock Incentive Plan, as amended (incorporated
by reference to Exhibit (10)(h) to The Lubrizol Corporations Current Report on Form
8-K filed with the SEC on November 18, 2004).
 33




---



##### Table of Contents



10.2*
    
    The Lubrizol Corporation 2005 Stock Incentive Plan, as amended (incorporated
by reference to Exhibit 10.1 to The Lubrizol Corporations Current Report on Form 8-K/A
filed with the SEC on March 2, 2005).10.3*
    
    The Lubrizol Corporation Amended Deferred Compensation Plan for Directors
(incorporated by reference to Exhibit (10)(b) to The Lubrizol Corporations Current
Report on Form 8-K filed with the SEC on November 18, 2004).10.4*
    
    The Lubrizol Corporation Deferred Stock Compensation Plan for Outside
Directors, as amended (incorporated by reference to Exhibit (10)(i) to The Lubrizol
Corporations Annual Report on Form 10-K for the year ended December 31, 2003).10.5*
    
    The Lubrizol Corporation Deferred Compensation Plan for Officers, as amended
(incorporated by reference to Exhibit (10)(k) to The Lubrizol Corporations Current
Report on Form 8-K filed with the SEC on November 18, 2004).10.6*
    
    The Lubrizol Corporation Executive Council Deferred Compensation Plan, as
amended (incorporated by reference to Exhibit (10)(l) to The Lubrizol Corporations
Current Report on Form 8-K filed with the SEC on November 18, 2004).10.7*
    
    The Lubrizol Corporation 2005 Deferred Compensation Plan for Directors
(incorporated by reference to Exhibit (10)(v) to The Lubrizol Corporations Current
Report on Form 8-K filed with the SEC on November 18, 2004).10.8*
    
    The Lubrizol Corporation Senior Management Deferred Compensation Plan (fna The
Lubrizol Corporation 2005 Deferred Compensation Plan for Officers) (incorporated by
reference to Exhibit 10.8 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on December 13, 2005).10.9*
    
    The Lubrizol Corporation 2005 Executive Council Deferred Compensation Plan
(incorporated by reference to Exhibit 10.7 to The Lubrizol Corporations Current Report
on Form 8-K filed with the SEC on December 13, 2005).10.10*
    
    The Lubrizol Corporation Excess Defined Benefit Plan, as amended (incorporated by
reference to Exhibit (10)(d) to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on December 15, 2004).10.11*
    
    The Lubrizol Corporation Excess Defined Contribution Plan, as amended (incorporated
by reference to Exhibit (10)(e) to The Lubrizol Corporations Current Report on Form
8-K filed with the SEC on December 15, 2004).10.12*
    
    The Lubrizol Corporation Officers Supplemental Retirement Plan, as amended
(incorporated by reference to Exhibit (10)(j) to The Lubrizol Corporations Current
Report on Form 8-K filed with the SEC on December 15, 2004).10.13*
    
    The Lubrizol Corporation 2005 Excess Defined Benefit Plan (incorporated by reference
to Exhibit 10.4 to The Lubrizol Corporations Current Report on Form 8-K filed with the
SEC on December 13, 2005).10.14*
    
    The Lubrizol Corporation 2005 Excess Defined Contribution Plan (incorporated by
reference to Exhibit 10.3 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on December 13, 2005).10.15*
    
    The Lubrizol Corporation 2005 Officers Supplemental Retirement Plan (incorporated by
reference to Exhibit 10.5 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on December 13, 2005).10.16*
    
    Supplemental Retirement for Donald W. Bogus (incorporated by reference to Exhibit
10.6 to The Lubrizol Corporations Current Report on Form 8-K filed with the SEC on
December 13, 2005).
 34




---



##### Table of Contents



10.17*
    
    The Lubrizol Corporation Executive Death Benefit Plan, as amended (incorporated by
reference to Exhibit 10.11 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on December 13, 2005).10.18*
    
    The Lubrizol Corporation Executive Officer Long Term Incentive Plan (incorporated by
reference to Exhibit (10)(n) to The Lubrizol Corporations Annual Report on Form 10-K
for the year ended December 31, 2003).10.19*
    
    Form of Employment Agreement between The Lubrizol Corporation and certain of its
senior executive officers.10.20*
    
    Employment Agreement effective January 1, 2003, between The Lubrizol Corporation and
Charles P. Cooley (incorporated by reference to Exhibit (10)(o) to The Lubrizol
Corporations Quarterly Report on Form 10-Q for the period ended on March 31, 2003).10.21*
    
    Employment Agreement effective January 1, 2003, between The Lubrizol Corporation and
Stephen F. Kirk (incorporated by reference to Exhibit (10)(p) to The Lubrizol
Corporations Quarterly Report on Form 10-Q for the period ended on March 31, 2003).10.22*
    
    Employment Agreement effective January 1, 2003, between The Lubrizol Corporation and
Donald W. Bogus (incorporated by reference to Exhibit (10)(r) to The Lubrizol
Corporations Quarterly Report on Form 10-Q for the period ended on March 31, 2003).10.23*
    
    The Lubrizol Corporation Annual Incentive Pay Plan (incorporated by reference to
Exhibit 10.10 to The Lubrizol Corporations Current Report on Form 8-K filed with the
SEC on December 13, 2005).10.24*
    
    The Lubrizol Corporation Annual Incentive Pay Plan Award Letter, as amended
(incorporated by reference to Exhibit 10.2 to The Lubrizol Corporations Current Report
on Form 8-K filed with the SEC on December 13, 2005).10.25*
    
    The Lubrizol Corporation 2005 Stock Incentive Plan Performance Shares Award, as
amended for the 2005-2007 grant (incorporated by reference to Exhibit 10.1 to The
Lubrizol Corporations Current Report on Form 8-K/A filed with the SEC on March 11,
2005).10.26*
    
    Named Executive Officer Salary Increases during 2005 (incorporated by reference to
The Lubrizol Corporations Current Report on Form 8-K filed with the SEC on September
30, 2005).10.27*
    
    Named Executive Officer Annual Incentive Pay Plan payments for incentive pay earned
during 2004 (incorporated by reference to The Lubrizol Corporations Current Report on
Form 8-K filed with the SEC on March 8, 2005).10.28*
    
    The Lubrizol Corporation 2005 Stock Incentive Plan Performance Shares Award, as
amended for the 2006-2008 grant (incorporated by reference to The Lubrizol
Corporations Current Report on Form 8K filed with the SEC on December 13, 2005).10.29*
    
    The Lubrizol Corporation Long-Term Incentive Pay Plan Award Letter for the 2004-2006
period.10.30
    
    Credit Agreement dated as of August 24, 2004 among The Lubrizol Corporation,
the Initial Lenders named therein, Citigroup Global Markets Inc. and KeyBanc Capital
Markets, as co-lead arrangers and co-bookrunners, KeyBank National Association and ABN
Amro Bank N.V., as co-syndication agents, Wachovia Bank, National Association, as
documentation agent, and Citicorp North America, Inc., as agent (incorporated by
reference to Exhibit 10.1 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on August 30, 2004).10.31
    
    Amended and Restated Credit Agreement dated as of March 29, 2005 among The
Lubrizol Corporation, the Initial Lenders named therein, Citicorp North America, Inc.,
as administrative agent, and Citigroup Global Markets, Inc., as arranger and
syndication agent (incorporated by
 35




---



##### Table of Contents



reference to Exhibit 10.5 to The Lubrizol Corporations Quarterly Report on Form
10-Q for the period ended March 31, 2005).10.32
    
    Five Year Credit Agreement dated as of September 14, 2005 among Europe
Chemical Holdings C.V., Noveon Holdings France S.A.S. and Noveon Europe BVBA, The
Lubrizol Corporation, the Initial Lenders named therein, ABN AMRO Bank N.V. as
administrative agent, and ABN AMRO Bank N.V., Calyon, Citigroup Global Markets Inc.,
and Fortis Capital Corp as mandated lead arrangers and bookrunners (incorporated by
reference to Exhibit 10.1 to The Lubrizol Corporations Current Report on Form 8-K
filed with the SEC on September 16, 2005).12.1
    
    Computation of Ratio of Earnings to Fixed Charges.13.1
    
    The following portions of The Lubrizol Corporation 2005 Annual Report to its
shareholders (the 2005 Annual Report is available on our website at www.lubrizol.comas
a separate pdf file):
 Pages 9-26 Managements Discussion and Analysis of Financial Condition
and Results of Operations.Page 27 Managements Report on Internal Control Over Financial Reporting.Page 27 NYSE Certification.Page 28 Reports of Independent Registered Public Accounting Firm.Page 29 Consolidated Statements of Income for the years ended December
31, 2005, 2004 and 2003.Page 30 Consolidated Balance Sheets at December 31, 2005 and 2004.Page 31 Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004 and 2003.Page 32 Consolidated Statements of Shareholders Equity for the years
ended December 31, 2005, 2004 and 2003.Pages 33-57 Notes to Consolidated Financial Statements.Pages 58-59 Historical Summary.
 21.1
    
    List of Subsidiaries of The Lubrizol Corporation.23.1
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Rule 13a-14(a) Certification of the Chief Executive Officer, as created by
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Rule 13a-14(a) Certification of the Chief Financial Officer, as created by
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial Officer of The
Lubrizol Corporation pursuant to 18 U.S.C. Section 1350, as created by Section 906 of
the Sarbanes-Oxley Act of 2002.
 
 *Indicates management contract or compensatory plan or arrangement. 36




---



##### Table of Contents



SIGNATURES
  THE LUBRIZOL CORPORATIONBY
    
    /s/ James L. HambrickJames L. Hambrick, President and

Chief Executive Officer
  /s/ James L. Hambrick
    
    Chairman of the Board, President and Chief Executive OfficerJames L. Hambrick
    
    (Principal Executive Officer)/s/ Charles P. Cooley
    
    Sr. Vice President and Chief Financial OfficerCharles P. Cooley
    
    (Principal Financial Officer)/s/ W. Scott Emerick
    
    Corporate ControllerW. Scott Emerick
    
    (Chief Accounting Officer)/s/ Robert E. Abernathy
    
    DirectorRobert E. Abernathy/s/ Jerald A. Blumberg
    
    DirectorJerald A. Blumberg/s/ Forest J. Farmer, Sr.
    
    DirectorForest J. Farmer, Sr./s/ Gordon D. Harnett
    
    DirectorGordon D. Harnett/s/ Victoria F. Haynes
    
    DirectorVictoria F. Haynes/s/ William P. Madar
    
    DirectorWilliam P. Madar/s/ Peggy Gordon Miller
    
    DirectorPeggy Gordon Miller/s/ Ronald A. Mitsch
    
    DirectorRonald A. Mitsch/s/ Dominic J. Pileggi
    
    DirectorDominic J. Pileggi/s/ Daniel E. Somers
    
    DirectorDaniel E. Somers
 37