LUBRIZOL CORP - 10-K Annual Report

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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

[ ] 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
(Exact name of registrant as specified in its charter)

OHIO 34-0367600
(State of incorporation) (I.R.S. Employer Identification No.)

29400 Lakeland Boulevard
Wickliffe, Ohio 44092-2298
(Address of principal executive officers, including zip code)

Registrant's telephone number, including area code: (440) 943-4200
Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
- ------------------------------- -----------------------
Common Shares without par value New York Stock Exchange
Common Share purchase rights New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------ -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes X No
------ -----

Aggregate market value (on basis of closing sale price) of voting
stock held by nonaffiliates as of June 30, 2003: $1,586,154,693.

Number of the registrant's Common Shares, without par value,
outstanding as of February 1, 2004: 51,596,502.

Documents Incorporated by Reference

Portions of the registrant's 2003 Annual Report to its shareholders
(Incorporated into Part I and II of this Form 10-K)

Portions of the registrant's Proxy Statement dated March 17, 2004
(Incorporated into Part III of this Form 10-K)

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PART I

ITEM 1. BUSINESS

The Lubrizol Corporation was organized under the laws of Ohio in 1928.
We began business as a compounder of special-purpose lubricants, and in the
early 1930's were among the first to commence research in the field of lubricant
additives. Today, we are a global fluid technology company that develops,
produces and sells high-performance chemicals, systems and services for
transportation and industry. We create these products by applying advanced
chemical and mechanical technologies to enhance the performance, quality and
value and reduce the environmental impact of the customer products in which our
products are used. Beginning in 2002, we reorganized our product lines into
three principal reporting segments: fluid technologies for transportation, fluid
technologies for industry and all other, which is comprised of the advanced
fluid systems(AFS) and emulsified products operating segments.

Principal Products. Fluid technologies for transportation is comprised
of additives for lubricating engine oils, such as for gasoline, diesel, marine
and stationary gas engines and additive components; additives for driveline
oils, such as automatic transmission fluids, gear oils and tractor lubricants;
and additives for fuel products and refinery and oil field chemicals. In
addition, this segment sells additive components and viscosity improvers within
its lubricant and fuel additives product lines. Fluid technologies for industry
includes additives for industrial fluids, such as additives for hydraulic,
grease and metalworking fluids and compressor lubricants; and performance
chemicals, such as additives for coatings and inks, defoamers, process chemicals
and surfactants for personal care and industrial cleaners. Advanced fluid
systems principally is comprised of fluid metering devices, particulate emission
trap devices, and FluiPaKTM sensor systems. Emulsified products is comprised of
PuriNOxTM low-emissions diesel fuel.

Revenues within the fluid technologies for transportation (FTT) segment
comprised 76%, 79% and 83% of consolidated revenues in 2003, 2002 and 2001,
respectively. Within FTT, additives for lubricating engine oils comprised 51%,
54% and 55% of consolidated revenues in 2003, 2002 and 2001, respectively and
additives for driveline oils comprised 20%, 21% and 22% of consolidated revenues
for these same respective periods. Revenues within the fluid technologies for
industry (FTI) segment comprised 23%, 19% and 16% of consolidated revenues in
2003, 2002 and 2001, respectively. Within FTI, additives for industrial fluids
comprised 10% of consolidated revenues in 2003, 2002 and 2001 and performance
chemicals comprised 13% of revenues in 2003. Prior to 2003, performance
chemicals comprised less than 10% of revenues. Further financial information for
the company's operating segments is contained in Note 13 to the Financial
Statements, which is included in our 2003 Annual Report to shareholders and is
incorporated herein by reference.

Additives improve the lubricants and fuels used in cars, trucks, buses,
off-highway equipment, marine engines and industrial applications. Additives in
lubricants enable oil to withstand a broader range of temperatures, limit the
buildup of sludge and varnish deposits, reduce wear, inhibit the formation of
foam, rust and corrosion, and retard oxidation. Additives in fuels help maintain
efficient operation of the fuel delivery system, help control deposits and
corrosion, improve combustion and assist in preventing decomposition during
storage.

Coatings additives are used to enhance the appearance and durability of
coatings in architectural and industrial uses, as well as to improve their
processing and application characteristics. Inks additives improve the
processing and performance of printing inks, pigment dispersions, and coatings
to the printing ink industry by improving the abrasion resistance properties and
film characteristics of printing ink and coatings. Defoamer and anti-foam
additives are used in many industrial and food processing applications to
control the quantity of foam that occurs in a process. Specialty surfactants
enhance the performance of emulsion explosives by improving long term stability,
imparting waterproofing characteristics, enabling viscosity control, and
improving the

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detonation properties of the formula by their versatility to a wide range of
density control methods. Specialty monomers are used in acrylic fibers to
improve incorporation of dyes, dishwashing detergents to reduce filming on
glassware and utensils, skin creams to improve lubricity and feel, medical gels
for defibrillator pads to enhance conductivity, coatings and adhesives to
improve adhesion to glass and other substrates, and water treatment polymers to
reduce corrosion in cooling towers. Personal care and industrial cleaner
additives enhance the functional and aesthetic properties of personal care
products and many household and industrial cleaners by improving characteristics
such as foaming, cleansing and moisturizing, as well as imparting the elegant
"feel" to lotions and creams.

Our advanced fluid systems products principally involve products used in
emission controls, such as catalyst, exhaust and filter systems and precision
metering devices used in blending and additive injection operations.

Competition. Our FTT and FTI segments are highly competitive in terms of
price, technology development, product performance and customer service. Our
principal competitors within FTT, both in the United States and overseas, are
Infineum, a joint venture involving two major petroleum companies (Shell Oil
Company and Exxon Mobil Corporation); Chevron Oronite Company, a subsidiary of
ChevronTexaco Corporation, a major petroleum company; and one chemical company
(Ethyl Corporation). The petroleum companies either directly or indirectly
produce lubricant and fuel additives for their own use and also sell additives
to others. These petroleum companies are also our customers and may also sell
base oil to us. We believe, based on volume sold, that we are the largest
supplier to the petroleum industry of performance additive packages for
lubricants. In FTI, we primarily compete in the metalworking fluids, hydraulic
fluids, synthetic refrigerant lubricants and additives for paints, coatings and
inks and specialty surfactants markets, with numerous competitors within each
market.

Customers. We primarily market our FTT and FTI products worldwide
through our own sales organization. In addition, we use sales agents and
distributors where necessary. Our additive customers primarily consist of oil
refiners and independent oil blenders and are located in more than 100
countries. In 2003, approximately 45% of our consolidated sales were made to
customers in North America, 29% to customers in Europe and 26% to customers in
Asia-Pacific, Middle East and Latin America. Our ten largest customers, most of
which are international oil companies and a number of which are groups of
affiliated entities, accounted for approximately 52% of consolidated sales in
2003. The loss of one or more of these customers could have a material adverse
effect on our business, specifically in FTT. BP was our largest customer within
FTT during 2003, comprising 11% of consolidated sales. FTI is not materially
dependent on a single customer or on a few customers.

Raw Materials. We use a broad variety of chemical raw materials in the
manufacture of our additives and use oil in processing and blending additives.
These materials are obtainable from several sources, and for the most part are
derived from petroleum. Political and economic conditions in the Middle East
have, in the past, caused and may continue to cause the cost of raw materials to
fluctuate significantly; however, our access to raw materials has not been
significantly affected when these conditions occurred. We expect raw materials
to be available in adequate quantities during 2004.

Research, Testing and Development. We historically have emphasized
research and have developed a large percentage of the additives we manufacture
and sell. Technological developments in the design of engines and other
automotive equipment, combined with rising demands for environmental protection
and fuel economy, require increasingly sophisticated chemical additives to meet
industry performance standards. The frequency of changes in industry performance
affects our technical spending patterns.

Consolidated research and development expenditures were $93.9 million in
2003, $93.5 million in 2002 and $87.6 million in 2001. These amounts were
equivalent to 4.6%, 4.7% and 4.7% of the respective revenues for those years.
These amounts include expenditures for the performance evaluation of additive

3

developments in engines and other types of mechanical equipment as well as
expenditures for the development of specialty chemicals for industrial
applications. In addition, we spent $73.0 million, $74.8 million and $70.9
million in 2003, 2002 and 2001, respectively, for technical service (testing)
activities, principally for evaluation in mechanical equipment of specific
lubricant formulations designed for the needs of petroleum industry customers
throughout the world.

Research, testing and development expenditures by reporting segment were
as follows (in thousands of dollars):

We have two research facilities at Wickliffe, Ohio, one of which is
principally for lubricant additive research and the other for research in the
field of other specialty chemicals. We also maintain a mechanical testing
laboratory at Wickliffe, equipped with a variety of gasoline and diesel engines
and other mechanical equipment to evaluate the performance of additives for
lubricants and fuels. We have similar mechanical testing laboratories in England
and Japan and, in addition, make extensive use of independent contract research
firms. Extensive field testing is conducted through various arrangements with
fleet operators and others. We also have laboratories that perform research and
customer testing in Paso Robles, California; Spartanburg, South Carolina;
Linden, New Jersey; Midland, Michigan; and Ritterhude, Germany for our fluid
technologies for industry business and in Newmarket, Ontario for our advanced
fluid systems business.

Liaison offices in Detroit, Michigan; Hazelwood, England; Hamburg,
Germany; Tokyo, Japan; and Paris, France, maintain close contact with the
principal automotive and equipment manufacturers of the world and keep us
abreast of the performance requirements for our products in the face of changing
technologies. These liaison activities also serve as contacts for cooperative
development and evaluation of products for future applications. Contacts with
the automotive and equipment industry are important so that we may have the
necessary direction and lead time to develop products for use in engines,
transmissions, gear sets, and other areas of equipment that require lubricants
of advanced design.

Patents. We own a variety of United States and foreign patents relating
to lubricant and fuel additives, lubricants, chemical compositions and
processes, and protective coating materials and processes. While these domestic
and foreign patents expire from time to time, we continue to apply for and
obtain patent protection on an ongoing basis. Although we believe that, in the
aggregate, our patents constitute an important asset, we do not regard our
business as being materially dependent upon any single patent or any group of
related patents. We use patents in all operating segments.

4

Environmental Matters. We are subject to federal, state and local laws
and regulations designed to protect the environment and limit manufacturing
wastes and emissions. We believe that as a general matter our policies,
practices and procedures are properly designed to prevent unreasonable risk of
environmental damage and the consequent financial liability to the company.
Compliance with environmental laws and regulations requires continuing
management effort and expenditures. Capital expenditures for environmental
projects were $5.5 million in 2003, which represented 6.2% of 2003 capital
expenditures. We believe that the cost of complying with environmental laws and
regulations will not have a material affect on our earnings, liquidity or
competitive position.

We are engaged in the handling, manufacture, use, transportation and
disposal of substances that are classified as hazardous or toxic by one or more
regulatory agencies. We believe that our handling, manufacture, use,
transportation and disposal of such substances generally have been in accord
with environmental laws and regulations.

Among other environmental laws, we are subject to the federal
"Superfund" law, under which we have been designated as a "potentially
responsible party" that may be liable for cleanup costs associated with various
waste sites, some of which are on the U.S. Environmental Protection Agency
Superfund priority list. Our experience, consistent with what we believe to be
the experience of others in similar cases, is that Superfund site liability
tends to be apportioned among parties based upon contribution of materials to
the Superfund site. Accordingly, we measure our liability and carry out our
financial reporting responsibilities with respect to Superfund sites based upon
this standard, even though Superfund site liability is technically joint and
several in nature. We view the expense of such remedial cleanups as a part of
our product cost, and accrue for estimated environmental liabilities with
charges to cost of sales. We consider our environmental accrual to be adequate
to provide for our portion of costs for all such known environmental
liabilities. Based upon consideration of currently available information, we
believe liabilities for environmental matters will not have a material adverse
affect on our financial position, operating results or liquidity.

Employees. At December 31, 2003, we and our subsidiaries had 5,032
employees of which approximately 53% were in the U.S.

Geographic Area Information. Financial information with respect to
domestic and foreign operations is contained in Note 13 to the Financial
Statements which is included in our 2003 Annual Report to shareholders, and is
incorporated herein by reference.

We supply additive customers abroad through export from the United
States and from overseas manufacturing plants. We have sales and technical
service offices in approximately 30 countries outside the United States. As a
result, we are subject to business risks inherent in non-U.S. activities,
including political and economic uncertainty, import and export limitations and
market risk related to changes in interest rates and foreign currency exchange
rates. We believe the political and economic risks related to our foreign
operations are mitigated due to the stability of the countries in which our
largest foreign operations are located.

Changes in the U.S. dollar value of foreign currencies will affect
earnings from time to time. Our consolidated net income generally will benefit
as foreign currencies increase in value compared to the U.S. dollar and
generally will decline as foreign currencies decrease in value.

Available Information. Our Internet address is www.lubrizol.com. We make
available free of charge on our Internet website the annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we electronically file the
material with or furnish it to the SEC.

ITEM 2. PROPERTIES

5

Our general offices are located in Wickliffe, Ohio. We have other
offices and facilities around the world as indicated in the following chart.

6

In some cases, the ownership or leasing of these facilities is through a
subsidiary or affiliate.

In addition, manufacturing/blending plants in India, Saudi Arabia and
China are owned and operated by joint venture companies licensed by Lubrizol.
Our ownership of each of these companies ranges from 49% to 50.05%. At both the
Lanzhou, China plant and the Mumbai, India plant, the land on which the plants
are located is leased.

We have entered into long-term contracts for our exclusive use of major
marine terminal facilities at the Port of Houston, Texas. In addition we have
leases for storage facilities in Australia, Chile, Denmark, Ecuador, England,
Finland, France, Holland, Singapore, Spain, South Africa, Sweden and Turkey;
Paso Robles, Bakersfield and Los Angeles, California; St. Paul, Minnesota;
Bayonne and Edison, New Jersey; Perrysburg, Ohio; Oklahoma City, Oklahoma;
Odessa, Texas and Tacoma, Washington.

We maintain a capital expenditure program to support our operations and
believe our facilities are adequate for our present operations and for the
foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

Lubrizol and our subsidiaries are participants in ordinary routine
litigation incidental to the business but are not defendants in any material
pending legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to the vote of the security holders during the
three months ended December 31, 2003.

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EXECUTIVE OFFICERS OF THE REGISTRANT

The following sets forth the name, age, recent business experience and
certain other information relative to each person who was an executive officer
as of February 9, 2004.

Name Business Experience

W. G. Bares Mr. Bares, age 62, became Chairman of the Board on April 22, 1996, and Chief Executive Officer on January 1,
1996. He was President from 1982 to January 10, 2003.

J. R. Ahern Mr. Ahern, age 57, has been Controller - Accounting and Financial Reporting and Principal Accounting Officer
since April 26, 1999. From 1993 to April 1999 he was Controller - Operations.

J. W. Bauer Mr. Bauer, age 50, has been Vice President and General Counsel since April 1992.

D. W. Bogus Mr. Bogus, age 56, joined the company and became Vice President in May, 2000. He is responsible for fluid
technologies for industry. Prior to joining the company, he was with PPG Industries, Inc., where he was Vice
President of Governmental Affairs from May 1999 to February 2000 and Vice President Coatings from October
1998 to May 1999.

C. P. Cooley Mr. Cooley, age 48, has been Vice President and Chief Financial Officer since he joined the company in April
1998. In addition, he was Treasurer from April 1998 to September 2001. In June 1998 he also became
responsible for corporate strategic planning.

S. A. Di Biase Dr. Di Biase, age 51, has been Vice President since September 1993. He has been responsible for emulsified
products since October 2001. Prior to that, he was responsible for research and development.

J. L. Hambrick Mr. Hambrick, age 49, was elected President on January 10, 2003. From May 2000 to January 2003 he was Vice
President responsible for managing corporate strategies in the Asia Pacific. From October 1998 to April
2000 he was global business manager - engine oils.

G. R. Hill Dr. Hill, age 62, has been Senior Vice President since 1988. He has been responsible for research and
development since October 2001 and has been responsible for business development since October 1993.

J. E. Hodge Mr. Hodge, age 61, has been Vice President since September 1993. He is responsible for operations.

S. F. Kirk Mr. Kirk, age 54, has been Vice President since September 1993. Since January 1999, he has been responsible
for sales and marketing. From April 1996 to January 1999, he was responsible for sales.

Y. Le Couedic Mr. Le Couedic, age 56, has been Vice President since September 1993. He is responsible for management
information systems.

8

Name Business Experience

G. R. Lewis Mr. Lewis, age 44, was elected Vice President responsible for managing Corporate strategies in the Asia
Pacific region on January 10, 2003. He was Assistant Secretary from April 2001 to January 2003 and was
Assistant to the General Counsel from October 1997 to January 2003.

G. P. Lieb Mr. Lieb, age 51, has been Controller - Commercial Analysis and Support since April 26, 1999. From 1993 to
April 1999 he was Controller - Accounting and Financial Reporting. From 1994 to April 1999 he was also
Principal Accounting Officer.

A.C. Marcus Ms. Marcus, age 41, was named Assistant Secretary in April 2003. In addition, she has been Manager of Tax
Planning - International since October 1997.

M. W. Meister Mr. Meister, age 49, has been Vice President since April 1993, and was named Chief Ethics Officer in April
1998. He is responsible for human resources.

R. S. Potter Ms. Potter, age 44, joined the company and was named Treasurer in September 2001. Prior to joining the
company, she was Vice President and Treasurer at Dexter Corporation from 1999 to 2000 and Leader of
Facilities Integration at Hercules, Inc. from 1998 to 1999.

L. M. Reynolds Ms. Reynolds, age 43, was named Corporate Secretary in April 2001, and has been Counsel since February 1991.
From April 1995 until April 2001, she was Assistant Secretary.

J. D. Stearns Mr. Stearns, age 56, was named Chief Tax Officer in September 1990. In addition, he has been Controller -
Tax Administration since September 1986.

J. Wanstreet Ms. Wanstreet, age 52, was elected Vice President on April 22, 2002. She is responsible for global
communications and investor relations. From January 2001 to April 2002 she was Manager, Investor Relations.
From January 1999 to December 2000 she was Finance Manager.

All executive officers serve at the pleasure of the Board.

9

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our common shares are listed on the New York Stock Exchange under the
symbol LZ. The number of shareholders of record of common shares was 3,894 as of
February 9, 2004.

Information relating to the recent price and dividend history of our
common shares follows:

Common Share Price History Dividends
2003 2002 Per Common Share
---- ---- ----------------

High Low High Low 2003 2002
---- --- ---- --- ---- ----

1st quarter $32.06 $26.54 $36.18 $31.75 $ .26 $ .26
2nd quarter 32.46 29.50 36.36 32.26 .26 .26
3rd quarter 34.40 30.50 33.55 27.01 .26 .26
4th quarter 34.31 29.23 31.60 26.20 .26 .26
----- -----
$1.04 $1.04
===== =====

On October 31, 2003, 292 common shares were issued in a transaction exempt from
registration under the Securities Act of 1933 pursuant to Regulation S. The
common shares were issued pursuant to an employee benefit plan to one employee
of one of our wholly-owned UK subsidiaries.

ITEM 6. SELECTED FINANCIAL DATA.

The summary of selected financial data for each of the last five years
included in the Historical Summary contained on pages 48 of our 2003 Annual
Report to shareholders is incorporated herein by reference. Total costs and
expenses includes restructuring charges of $22.5 million in 2003 and $19.6
million in 1999 and a restructuring credit of $4.5 million in 2000.

Total debt reported in the Historical Summary includes the
following amounts classified as long-term at December 31: $386.7 in 2003, $384.8
million in 2002, $388.1 million in 2001, $378.8 million in 2000, and $365.4
million in 1999.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

The Management's Discussion and Analysis of Financial Condition and
Results of Operations, including the information appearing under the heading
"Cautionary Factors That May Affect Future Results," contained on pages 11
through 25, inclusive, of our 2003 Annual Report to shareholders is incorporated
herein by reference.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information appearing under the heading "Quantitative and
Qualitative Disclosures about Market Risk" contained on page 25 of our 2003
Annual Report to shareholders is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our consolidated financial statements, together with the independent
auditors' report relating thereto, contained on pages 26 through 47, inclusive,
of our 2003 Annual Report to shareholders, and the Quarterly Financial Data
(Unaudited) contained on page 26 of the 2003 Annual Report, are incorporated
herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

We evaluated, under the supervision and with the participation of our
chief executive officer and chief financial officer, the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e))
as of December 31, 2003. Based on that evaluation, our chief executive officer
and chief financial officer concluded that, as of December 31, 2003, our
disclosure controls and procedures were effective in timely alerting them to
material information relating to Lubrizol and our consolidated subsidiaries
required to be included in our periodic SEC filings. There were no significant
changes in our internal control over financial reporting that occurred during
the fourth quarter of 2003 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information contained under the headings "Election of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance" of our Proxy Statement
dated March 17, 2004, is incorporated herein by reference. Information relative
to executive officers is contained under "Executive Officers of the Registrant"
in Part I of this Annual Report on Form 10-K. Information regarding the
identification of a financial expert on the Audit Committee is contained under
the heading "Audit Committee" of our Proxy Statement dated March 17, 2004, is
incorporated herein by reference.

We have a code of ethics, entitled the Ethical and Legal Conduct
Guidelines, that applies to our directors and all employees, including our chief
executive officer, chief financial officer, and controller. The Ethical and
Legal Conduct Guidelines are posted at the company overview area of our website,
www.lubrizol.com.

ITEM 11. EXECUTIVE COMPENSATION.

The information relating to executive compensation contained under the
headings "Director Compensation," "Executive Compensation - Summary Compensation
Table," "Executive Compensation - Stock Incentive Plans," "Executive
Compensation - Long-Term Incentive Plans," "Employee and Executive Officer
Benefit Plans - Pension Plans," "Employee and Executive Officer Benefit Plans -
Supplemental Retirement Plan" and "Employee and Executive Officer Benefit Plans
- - Executive Agreements" of our Proxy Statement dated March 17, 2004, is
incorporated herein by reference.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information relating to security ownership set forth under the
heading "Share Ownership of Directors, Executive Officers and Large Beneficial
Owners" of our Proxy Statement dated March 17, 2004, is incorporated herein by
reference.

The following table gives information about our common stock that may be issued
under the company's equity compensation plans as of December 31, 2003.

Equity Compensation Plan Information

(1) The number of shares available under the 1991 Stock Incentive
Plan during a calendar year is 1% of the outstanding shares on
January 1 of that year, plus any unused shares from previous
years. As of January 1, 2004, the number of shares available
was 1,370,725.

(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 Lubrizol's shares.
There is a 25% company match. Additional share units are
credited for quarterly dividends paid on Lubrizol 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, 2002, there were 68,315 share units
outstanding.

Prior to January 1, 2004, under a deferred stock compensation
plan for outside directors, each director who is not a Lubrizol
employee received 500 share units on each October 1 and is
credited with additional share units for quarterly dividends
paid on Lubrizol shares. When a person is no longer a director,
Lubrizol shares are issued equal to the number of share units
in the person's account. As of December 31, 2003, there were
46,552 share units outstanding. No additional share units other
than those credited for quarterly dividends 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
shares on the day the share units are credited to the account

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and includes share units credited for quarterly dividends paid
on Lubrizol 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, 2003,
there were 42,227 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 shares on the day the share units are credited to the
account and includes share units credited for quarterly
dividends paid on Lubrizol shares. Upon the distribution date,
Lubrizol shares are issued equal to the number of share units
in the person's share unit account. As of December 31, 2003,
there were 61,430 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
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, 2003, there were 2,159 share units
outstanding. For units credited after January 1, 2004, the
payment will be made in cash only.

Under a one-year renewable consulting agreement for a
non-Lubrizol employee, 1,500 common shares are issued to the
consultant each renewal date, if any, of the consulting
agreement. No further shares will be issued under this
agreement after January 1, 2004.

Under agreements with Donald W. Bogus, Charles P. Cooley and
Stephen F. Kirk, 15,000 shares each will be issued provided the
officer remains an employee until January 1, 2008. Under an
agreement with Stephen A. DiBiase, 5,000 shares will be issued
provided the officer remains an employee until January 1, 2008.
There are no voting or dividend rights associated with these
shares unless and until they are issued.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information contained in footnotes (1) and (3) under the heading
"Share Ownership of Directors, Executive Officers and Large Beneficial Owners -
Five Percent Beneficial Owners" of our Proxy Statement dated March 17, 2004, is
incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information included under the heading entitled "Independent
Accountant Fees" of our Proxy Statement dated March 17, 2004, is incorporated
herein by reference.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(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 independent
auditors' report relating thereto, contained on
pages 26 through 47, inclusive, of our 2003
Annual Report to its shareholders, and
incorporated herein by reference:

Independent Auditors' Report.

Consolidated Statements of Income for the years
ended December 31, 2003, 2002 and 2001.

Consolidated Balance Sheets at December 31, 2003
and 2002.

Consolidated Statements of Cash Flows for the
years ended December 31, 2003, 2002 and 2001.

Consolidated Statements of Shareholders' Equity
for the years ended December 31, 2003, 2002 and
2001.

Notes to Financial Statements.

Quarterly Financial Data (Unaudited).

2. Schedules

No financial statement schedules are required to
be filed as part of this Annual Report.

3. Exhibits

(3)(a) Amended Articles of Incorporation of The
Lubrizol Corporation, as adopted September
23, 1991. (Reference is made to Exhibit
(3)(a) to The Lubrizol Corporation's
Annual Report on Form 10-K for the year
ended December 31, 1999, which Exhibit is
incorporated herein by reference.)

(3)(b) Regulations of The Lubrizol Corporation,
as amended effective April 27, 1992.
(Reference is made to Exhibit (3)(b) to
The Lubrizol Corporation's Annual Report
on Form 10-K for the year ended December
31, 1999, which Exhibit is incorporated
herein by reference.)

(4)(a) Amendment to Article Fourth of Amended
Articles of Incorporation. (Reference is
made to Exhibit (4)(a) to The Lubrizol
Corporation's Annual Report on Form 10-K
for the year ended December 31, 1999,
which Exhibit is incorporated herein by
reference.)

(4)(b) Indenture dated as of November 25, 1998,
between The Lubrizol Corporation and The
First National Bank of Chicago as Trustee.
(Reference is made to Exhibit (4)(b) to
The Lubrizol Corporation's Annual Report
on Form 10-K for the year ended December
31, 1998, which Exhibit is incorporated
herein by reference.) The company agrees,
upon request, to furnish to the Securities
and Exchange Commission a copy of any
instrument authorizing long-term debt that
does not

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authorize debt in excess of 10% of the
total assets of the company and its
subsidiaries on a consolidated basis.

(4)(c) Amended and Restated Rights Agreement
between The Lubrizol Corporation and
American Stock Transfer & Trust Company
dated as of July 26, 1999. (Reference is
made to Exhibit 4.l to The Lubrizol
Corporation's Registration Statement on
Form 8-A/A dated August 17, 1999, which
Exhibit is incorporated herein by
reference.)

(10)(a)* The Lubrizol Corporation 1985 Employee
Stock Option Plan, as amended. (Reference
is made to Exhibit (10)(a) to The Lubrizol
Corporation's Annual Report on Form 10-K
for the year ended December 31, 2000,
which Exhibit is incorporated herein by
reference.)

(10)(b)* The Lubrizol Corporation Amended Deferred
Compensation Plan for Directors.
(Reference is made to Exhibit (10)(b) to
The Lubrizol Corporation's Quarterly
Report on Form 10-Q for the quarterly
period ended March 31, 2000, which Exhibit
is incorporated herein by reference.)

(10)(c)* Form of Employment Agreement between The
Lubrizol Corporation and certain of its
senior executive officers. (Reference is
made to Exhibit (10)(c) to The Lubrizol
Corporation's Quarterly Report on Form
10-Q for the quarterly period ended
September 30, 2000, which Exhibit is
incorporated herein by reference.)

(10)(d)* The Lubrizol Corporation Excess Defined
Benefit Plan, as amended. (Reference is
made to Exhibit (10)(d) to the Lubrizol
Corporation's Quarterly Report on Form
10-Q for the period ended September 30,
2002 which Exhibit is incorporated herein
by reference.)

(10)(e)* The Lubrizol Corporation Excess Defined
Contribution Plan, as amended. (Reference
is made to Exhibit (10)(e) to The Lubrizol
Corporation's Quarterly Report on Form
10-Q for the quarterly period ended
September 30, 2002, which Exhibit is
incorporated herein by reference.)

(10)(f)* The Lubrizol Corporation Performance Pay
Plan, as amended. (Reference is made to
Exhibit (10)(f) to The Lubrizol
Corporation's Annual Report on Form 10-K
for the year ended December 31, 1998,
which Exhibit is incorporated herein by
reference.)

(10)(g)* The Lubrizol Corporation Executive Death
Benefit Plan, as amended. (Reference is
made to Exhibit (10)(g) to The Lubrizol
Corporation's Quarterly Report on Form
10-Q for the period ended March 31,2003
which Exhibit is incorporated herein by
reference.)

(10)(h)* The Lubrizol Corporation 1991 Stock
Incentive Plan, as amended.

(10)(i)* The Lubrizol Corporation Deferred Stock
Compensation Plan for Outside Directors,
as amended.

(10)(j)* The Lubrizol Corporation Officers'
Supplemental Retirement Plan, as amended.
(Reference is made to Exhibit (10)(j) to
The Lubrizol Corporation's Quarterly

15

Report on Form 10-Q for the period ended
March 31, 2003, which Exhibit is
incorporated herein by reference.)

(10)(k)* The Lubrizol Corporation Deferred
Compensation Plan for Officers, as
amended.

(10)(l)* The Lubrizol Corporation Executive Council
Deferred Compensation Plan, as amended.

(10)(m)* Supplemental Retirement Plan for Donald W.
Bogus.

(10)(n)* The Lubrizol Corporation Executive Officer
Long Term Incentive Plan.

(10)(o)* Employment Agreement effective January 1,
2003, between The Lubrizol Corporation and
Charles P. Cooley. (Reference is made to
Exhibit (10)(o) to The Lubrizol
Corporation's Quarterly Report on Form
10-Q for the period ended on March 31,
2003, which Exhibit is incorporated herein
by reference.)

(10)(p)* Employment Agreement effective January 1,
2003, between The Lubrizol Corporation and
Stephen F. Kirk. (Reference is made to
Exhibit (10)(o) to The Lubrizol
Corporation's Quarterly Report on Form
10-Q for the period ended on March 31,
2003, which Exhibit is incorporated herein
by reference.)

(10)(q)* Employment Agreement effective January 1,
2003, between The Lubrizol Corporation and
Stephen A. Di Biase. (Reference is made to
Exhibit (10)(o) to The Lubrizol
Corporation's Quarterly Report on Form
10-Q for the period ended on March 31,
2003, which Exhibit is incorporated herein
by reference.)

(10)(r)* Employment Agreement effective January 1,
2003, between The Lubrizol Corporation and
Donald W. Bogus. (Reference is made to
Exhibit (10)(o) to The Lubrizol
Corporation's Quarterly Report on Form
10-Q for the period ended on March 31,
2003, which Exhibit is incorporated herein
by reference.)

(10)(s)* Relocation Agreement between The Lubrizol
Corporation and Joe E. Hodge

(12) Computation of Ratio of Earnings to Fixed
Charges.

(13) The following portions of The Lubrizol
Corporation 2003 Annual Report to its
shareholders (The 2003 annual report is
available on our website at
www.lubrizol.com as a separate pdf file):

Pages 11-25 Management's Discussion
and Analysis of Financial
Condition and Results of
Operations

Page 26 Quarterly Financial Data
(Unaudited).

Page 26 Independent Auditors' Report.

Page 27 Consolidated Statements of
Income for the years ended
December 31, 2003, 2002 and
2001.

16

Page 28 Consolidated Balance Sheets
at December 31, 2003 and 2002.

Page 29 Consolidated Statements of
Cash Flows for the years ended
December 31, 2003, 2002 and
2001.

Page 30 Consolidated Statements of
Shareholders' Equity for the
years ended December 31, 2003,
2002 and 2001.

Pages 31-47 Notes to Financial
Statements.

Page 48 Historical Summary.

(21) List of Subsidiaries of The Lubrizol
Corporation.

(23) Consent of Independent Auditors.

(31) Rule 13a-14(a) Certifications.

(32) Certification of Chief Executive Officer
and Chief Financial Officer of The
Lubrizol Corporation Pursuant to 18 U.S.C.
Section 1350.

*Indicates management contract or compensatory plan or arrangement.

(b) Reports on Form 8-K

On October 14, 2003, we furnished a Form 8-K to the
Securities and Exchange Commission with respect to our news
release dated October 13, 2003, announcing updated earnings
guidance for the year 2003.

On October 21, 2003, we furnished a Form 8-K to the
Securities and Exchange Commission with respect to our news
release dated October 21, 2003, announcing the results for
the three months ended September 30, 2003.

On October 24, 2003, we furnished a Form 8-K to the
Securities and Exchange Commission with respect to the
transcript of our teleconference on October 21, 2003,
relating to the results for the three months ended
September 30, 2003.

On November 4, 2003, we furnished a Form 8-K to the
Securities and Exchange Commission with respect to our news
release dated November 4, 2003, announcing workforce
reductions.

On November 6, 2003, we furnished Form 8-K/A to the
Securities and Exchange Commission with respect to our news
release dated October 21, 2003, announcing the results for
the three months ended September 30, 2003.

17

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on February
23, 2004, on its behalf by the undersigned, thereunto duly authorized.

THE LUBRIZOL CORPORATION

BY /s/W. G. Bares
---------------------------------------
W. G. Bares, Chairman of the Board
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below on February 23, 2004, by the following persons
on behalf of the Registrant and in the capacities indicated.

/s/W. G. Bares Chairman of the Board and Chief Executive
- ------------------------------- Officer
W. G. Bares (Principal Executive Officer)

/s/J. H. Hambrick President
- ----------------------------------
J.H. Hambrick

/s/C. P. Cooley Vice President and Chief Financial Officer
- ------------------------------- (Principal Financial Officer)
C. P. Cooley

/s/J. R. Ahern Controller, Accounting and Financial
- ------------------------------- Reporting
J. R. Ahern (Chief Accounting Officer)

/s/Jerald A. Blumberg Director
- -------------------------------
Jerald A. Blumberg

/s/Forest J. Farmer, Sr. Director
- -------------------------------
Forest J. Farmer, Sr.

/s/Gordon D. Harnett Director
- -------------------------------
Gordon D. Harnett

/s/Victoria F. Haynes Director
- -------------------------------
Victoria F. Haynes

/s/David H. Hoag Director
- -------------------------------
David H. Hoag

/s/William P. Madar Director
- -------------------------------
William P. Madar

/s/Peggy Gordon Miller Director
Peggy Gordon Miller

/s/Ronald A. Mitsch Director
- -------------------------------
Ronald A. Mitsch

/s/Daniel E. Somers Director
- --------------------------------
Daniel E. Somers

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