<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year ended March 31, 1994
A. Full title and address of Plan:
The Lubrizol Corporation Employees'
Stock Purchase and Savings Plan
29400 Lakeland Boulevard
Wickliffe, Ohio 44092
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
The Lubrizol Corporation
29400 Lakeland Boulevard
Wickliffe, Ohio 44092
REQUIRED INFORMATION
Listed below are all of the exhibits and financial statements filed as
part of the annual report:
a. Exhibit - Consent of Independent Auditors
b. Financial Statements
Independent Auditors' Report
Statement of Assets, Liabilities and Participants'
Equity as of March 31, 1994.
Statement of Assets, Liabilities and Participants'
Equity as of March 31, 1993.
<PAGE> 2
Statement of Income and Changes in Participants'
Equity for the Year Ended March 31, 1994.
Statement of Income and Changes in Participants'
Equity for the Year Ended March 31, 1993.
Statement of Income and Changes in Participants'
Equity for the Year Ended March 31, 1992.
Notes to Financial Statements for the Years Ended
March 31, 1994, March 31, 1993, and March 31, 1992.
Item 27a - Schedule of Assets Held for Investment
Purposes as of March 31, 1994.
Item 27d - Schedule of Reportable Transactions for
the Year Ended March 31, 1994.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
THE LUBRIZOL CORPORATION
EMPLOYEES' STOCK PURCHASE
AND SAVINGS PLAN
Date: September 26, 1994 By: /s/ R. A. Andreas
-------------------- --------------------
R. A. Andreas
Title: Member, Employee Benefits
Administrative Committee
<PAGE> 3
THE LUBRIZOL CORPORATION
EMPLOYEES' STOCK PURCHASE
AND SAVINGS PLAN
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
MARCH 31, 1994, 1993 AND 1992
AND SUPPLEMENTAL SCHEDULES
FOR THE YEAR ENDED
MARCH 31, 1994
AND INDEPENDENT AUDITORS' REPORT
<PAGE> 4
<TABLE>
THE LUBRIZOL CORPORATION EMPLOYEES'
STOCK PURCHASE AND SAVINGS PLAN
TABLE OF CONTENTS
- ---------------------------------------------------------------------------------------------------
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF MARCH 31, 1994 AND 1993
AND FOR THE YEARS ENDED MARCH 31, 1994, 1993 AND
1992:
Statements Of Assets, Liabilities and Participants' Equity 2-3
Statements Of Income And Changes In Participants' Equity 4-6
Notes to Financial Statements 7-11
SUPPLEMENTAL SCHEDULES AS OF MARCH 31, 1994 AND FOR
THE YEAR THEN ENDED:
Schedule I - Item 27a - Schedule Of Assets Held For Investment Purposes 12
Schedule II - Item 27d - Schedule Of Reportable Transactions 13
</TABLE>
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
To the Employee Benefits Administrative
Committee of The Lubrizol Corporation
Employees' Stock Purchase and Savings Plan:
We have audited, by fund and in total, the accompanying statements of assets,
liabilities and participants' equity of The Lubrizol Corporation Employees'
Stock Purchase and Savings Plan (the "Plan") as of March 31, 1994 and 1993, and
the related statements of income and changes in participants' equity for each
of the three years in the period ended March 31, 1994. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, by fund and in total,
in all material respects, the financial position of the Plan as of March 31,
1994 and 1993, and the results of its operations and changes in participants'
equity for each of the three years in the period ended March 31, 1994 in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1)
assets held for investment purposes as of March 31, 1994 and (2) reportable
transactions for the year ended March 31, 1994 are presented for purposes of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. Such supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic 1994
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Cleveland, Ohio
September 9, 1994
<PAGE> 6
<TABLE>
THE LUBRIZOL CORPORATION EMPLOYEES'
STOCK PURCHASE AND SAVINGS PLAN
STATEMENT OF ASSETS, LIABILITIES AND PARTICIPANTS' EQUITY
MARCH 31, 1994
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMPANY EQUITY MONEY FIXED
STOCK INDEX MARKET INCOME
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments:
At fair value (Notes 3, 4 and 5):
Lubrizol common stock $ 32,327,535 $ 32,327,535
Investment funds $ 19,498,810 $ 1,221,463 20,720,273
Short-term investments 792,124 143,718 $ 5,017,353 13 5,953,208
At contract value (Notes 3 and 4):
Guaranteed investment contracts 7,403,149 7,403,149
------------ ------------ ------------ ------------- -------------
Total investments 33,119,659 19,642,528 5,017,353 8,624,625 66,404,165
Cash 346,000 346,000
Accrued income receivable 230 42 1,393 1,665
Interfund receivables (payables) 134,846 (67,930) (280,890) 213,974
------------ ------------ ------------ ------------- -------------
TOTAL ASSETS $ 33,254,735 $ 19,574,640 $ 4,737,856 $ 9,184,599 $ 66,751,830
============ ============ ============ ============= =============
LIABILITIES AND PARTICIPANTS' EQUITY:
Liabilities:
Investment purchases pending
settlement $ 392,592 $ 59 $ 392,651
Participants' equity 32,862,143 $ 19,574,640 4,737,797 $ 9,184,599 66,359,179
------------ ------------ ------------ ------------- -------------
TOTAL LIABILITIES AND
PARTICIPANTS' EQUITY $ 33,254,735 $ 19,574,640 $ 4,737,856 $ 9,184,599 $ 66,751,830
============ ============ ============ ============= =============
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 7
<TABLE>
THE LUBRIZOL CORPORATION EMPLOYEES'
STOCK PURCHASE AND SAVINGS PLAN
STATEMENT OF ASSETS, LIABILITIES AND PARTICIPANTS' EQUITY
MARCH 31, 1993
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMPANY EQUITY MONEY FIXED
STOCK INDEX MARKET INCOME
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments:
At fair value (Notes 3, 4 and 5):
Lubrizol common stock $ 25,676,195 $ 25,676,195
Investment funds $ 16,924,166 $ 1,121,650 18,045,816
Short-term investment funds 579,144 386,035 $ 5,579,857 11,525 6,556,561
At contract value (Notes 3 and 4):
Guaranteed investment contracts 5,795,018 5,795,018
------------ ------------ ------------ ------------- -------------
Total investments 26,255,339 17,310,201 5,579,857 6,928,193 56,073,590
Accrued income receivable 119 79 1,104 2 1,304
Interfund receivables (payables) 9,330 185,704 (462,354) 267,320
------------ ------------ ------------ ------------- -------------
TOTAL ASSETS $ 26,264,788 $ 17,495,984 $ 5,118,607 $ 7,195,515 $ 56,074,894
============ ============ ============ ============= =============
LIABILITIES AND PARTICIPANTS' EQUITY:
Liabilities:
Investment purchases pending
settlement $ 578,805 $ 66 $ 578,871
Participants' equity 25,685,983 $ 17,495,984 5,118,541 $ 7,195,515 55,496,023
------------ ------------ ------------ ------------- -------------
TOTAL LIABILITIES AND
PARTICIPANTS' EQUITY $ 26,264,788 $ 17,495,984 $ 5,118,607 $ 7,195,515 $ 56,074,894
============ ============ ============ ============= =============
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 8
<TABLE>
THE LUBRIZOL CORPORATION EMPLOYEES'
STOCK PURCHASE AND SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEAR ENDED MARCH 31, 1994
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
COMPANY EQUITY MONEY FIXED
STOCK INDEX MARKET INCOME
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividend income, Lubrizol
common stock $ 756,643 $ 756,643
Interest income 10,619 $ 5,394 $ 158,999 $ 483,802 658,814
----------- ------------ ----------- ----------- -------------
Total investment income 767,262 5,394 158,999 483,802 1,415,457
Contributions (Notes 1 and 2):
Participants 3,101,486 3,754,283 677,837 1,491,957 9,025,563
Employer 2,016,524 38,115 5,952 32,131 2,092,722
Net appreciation in fair value of
investments (Note 4) 2,958,831 236,459 7,359 99,811 3,302,460
Interfund transfers 81,888 (631,824) (738,899) 1,288,835
----------- ------------ ----------- ----------- -------------
Total 8,925,991 3,402,427 111,248 3,396,536 15,836,202
----------- ------------ ----------- ----------- -------------
DEDUCTIONS:
Distributions to participants 1,749,560 1,323,771 484,547 1,407,402 4,965,280
Other 271 7,445 50 7,766
----------- ------------ ----------- ----------- -------------
Total 1,749,831 1,323,771 491,992 1,407,452 4,973,046
----------- ------------ ----------- ----------- -------------
INCREASE (DECREASE)
IN PARTICIPANTS'
EQUITY FOR THE YEAR 7,176,160 2,078,656 (380,744) 1,989,084 10,863,156
PARTICIPANTS' EQUITY,
MARCH 31, 1993 25,685,983 17,495,984 5,118,541 7,195,515 55,496,023
----------- ------------ ----------- ----------- -------------
PARTICIPANTS' EQUITY,
MARCH 31, 1994 $32,862,143 $ 19,574,640 $ 4,737,797 $ 9,184,599 $ 66,359,179
=========== ============ =========== =========== =============
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 9
<TABLE>
THE LUBRIZOL CORPORATION EMPLOYEES'
STOCK PURCHASE AND SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEAR ENDED MARCH 31, 1993
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMPANY EQUITY MONEY FIXED
STOCK INDEX MARKET INCOME
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividend income, Lubrizol
common stock $ 573,145 $ 573,145
Interest income 9,669 $ 25,471 $ 87,347 $ 283,983 406,470
----------- ------------ ----------- ----------- -------------
Total investment income 582,814 25,471 87,347 283,983 979,615
Contributions (Notes 1 and 2):
Participants 2,643,492 3,397,280 924,154 1,413,561 8,378,487
Employer 1,908,753 31,272 6,439 30,180 1,976,644
Net appreciation/(depreciation)
in fair value of investments (Note 4) (1,034,521) 2,007,714 137,873 184,912 1,295,978
Interfund transfers 1,089,005 (345,271) (1,233,321) 489,587
----------- ------------ ----------- ----------- -------------
Total 5,189,543 5,116,466 (77,508) 2,402,223 12,630,724
----------- ------------ ----------- ----------- -------------
DEDUCTIONS:
Distributions to participants 716,271 578,353 361,337 429,198 2,085,159
Other 270 6,111 4,626 9,636 20,643
----------- ------------ ----------- ----------- -------------
Total 716,541 584,464 365,963 438,834 2,105,802
----------- ------------ ----------- ----------- -------------
INCREASE (DECREASE)
IN PARTICIPANTS'
EQUITY FOR THE YEAR 4,473,002 4,532,002 (443,471) 1,963,389 10,524,922
PARTICIPANTS' EQUITY,
MARCH 31, 1992 21,212,981 12,963,982 5,562,012 5,232,126 44,971,101
----------- ------------ ----------- ----------- -------------
PARTICIPANTS' EQUITY,
MARCH 31, 1993 $25,685,983 $ 17,495,984 $ 5,118,541 $ 7,195,515 $ 55,496,023
=========== ============ =========== =========== =============
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 10
<TABLE>
THE LUBRIZOL CORPORATION EMPLOYEES'
STOCK PURCHASE AND SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
YEAR ENDED MARCH 31, 1992
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
GUARANTEED
COMPANY EQUITY MONEY INVESTMENT
STOCK INDEX MARKET CONTRACT
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Dividend income, Lubrizol
common stock $ 451,669 $ 451,669
Interest income 5,659 $ 1,632 $ 3,098 $ 43,079 53,468
------------ ------------ ------------ ------------- -------------
Total investment income 457,328 1,632 3,098 43,079 505,137
------------ ------------ ------------ ------------- -------------
Contributions (Notes 1 and 2):
Participants 1,493,043 2,377,822 1,206,558 1,098,477 6,175,900
Employer 1,311,982 18,135 6,977 21,058 1,358,152
Net appreciation in fair value of
investments (Note 4) 4,354,238 1,094,038 294,128 343,858 6,086,262
Interfund transfers 27,304 1,371,028 (1,088,767) (309,565)
------------ ------------ ------------ ------------- -------------
Total 7,643,895 4,862,655 421,994 1,196,907 14,125,451
------------ ------------ ------------ ------------- -------------
DEDUCTIONS:
Distributions to participants 529,114 580,189 244,922 128,496 1,482,721
Other 7,758 714 15,054 23,526
------------ ------------ ------------ ------------- -------------
Total 529,114 587,947 245,636 143,550 1,506,247
------------ ------------ ------------ ------------- -------------
INCREASE IN PARTICIPANTS'
EQUITY FOR THE YEAR 7,114,781 4,274,708 176,358 1,053,357 12,619,204
PARTICIPANTS' EQUITY,
MARCH 31, 1991 14,098,200 8,689,274 5,385,654 4,178,769 32,351,897
------------ ------------ ------------ ------------- -------------
PARTICIPANTS' EQUITY,
MARCH 31, 1992 $ 21,212,981 $ 12,963,982 $ 5,562,012 $ 5,232,126 $ 44,971,101
============ ============ ============ ============= =============
<FN>
See notes to financial statements.
</TABLE>
- 6 -
<PAGE> 11
THE LUBRIZOL CORPORATION EMPLOYEES'
STOCK PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 1994, 1993 AND 1992
- -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following brief description of The Lubrizol Corporation Employees'
Stock Purchase and Savings Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan document
for more complete information.
GENERAL - The Lubrizol Corporation (the "Company") established the Plan
for the purpose of encouraging employee long-term, tax-deferred savings
for retirement and employee ownership of common shares of the Company.
The Plan is subject to the reporting and disclosure requirements, the
minimum participation and vesting standards, and the fiduciary
responsibility requirements of the Employee Retirement Income Security Act
of 1974.
ADMINISTRATION - The Plan is administered by the Employee Benefits
Administrative Committee which is appointed by the Board of Directors of
the Company. The Committee's powers and duties relate to the issuance of
interpretive rules and regulations in accordance with the Plan document,
including determination of the method and time of benefit distributions,
and authorization of disbursements from the Plan.
The assets of the various funds are maintained and administered by a
bank acting as Trustee. Effective October 1, 1992 the trustee of the Plan
was changed. The Trustee is responsible for the custody of the assets and
the investment of the funds, including the purchase of Lubrizol common
shares.
PARTICIPATION AND CONTRIBUTIONS - All employees of the Company (except
SVO Specialty Products, Inc., AGC Holdings, Inc., and former employees of
Agrigenetics Company, formerly a division of the Company) or participating
subsidiaries who have been credited with one year of eligibility service
(as defined in the Plan) may participate in the Plan. As of March 31,
1994 there were no subsidiaries of the Company participating in the Plan.
Eligible employees may elect a base salary deduction ranging from 1% to
12% (subject to the limitations of the Tax Reform Act of 1986) and to have
such amount contributed to the Plan as a before-tax contribution ("CODA
Contribution"). The Company will contribute a Matching Contribution to
the Plan in an amount equal to 50% of an employee's CODA Contributions
which are not in excess of the "Matched Percentage." The Matched
Percentage is fixed each year by the Board of Directors but in no event
will it exceed 5% of an employee's base salary.
Eligible employees may also make contributions ranging from 1% to 12% of
their base salary on an after-tax basis ("Supplemental Contribution"),
provided that the total of an employee's CODA and Supplemental
Contributions may not exceed 12% plus the Matched Percentage. CODA and
Matching Contributions are excluded from the participant's taxable income
until such amounts are received by them as a distribution from the Plan.
Supplemental Contributions are included in the participant's taxable
income in the period of contribution. Effective April 1, 1989, annual
compensation subject to contribution is limited to a maximum of $200,000,
as adjusted for inflation.
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<PAGE> 12
In addition to CODA, Supplemental and Matching Contributions, the Plan
provides for Rollover Contributions (described in Sections 402, 403 and
408 of the Internal Revenue Code) and Transferred Contributions (assets
transferred from certain other tax-qualified plans) by or on behalf of an
employee in accordance with procedures established by the Company.
INVESTMENT OF CONTRIBUTIONS - Participants elect investment of their
CODA Contributions and Supplemental Contributions in one or more of the
Plan's four funds in 25% increments. All Matching Contributions are
automatically invested in the Company Stock Fund with the exception that a
participant who is at least 55 years old may elect to invest this
contribution in 25% increments in the other three funds. A participant
may elect to change his investment elections as to future contributions
and may also elect to reallocate a portion or all of past CODA and
Supplemental Contributions among the investment funds in increments of 25%
of the total amount to be reallocated. All such elections must be filed
with the Company at least 15 days before the Enrollment Date (any January
1, April 1, July 1 and October 1 of each year) when such election is to be
effective.
The value of the Company Stock Fund, the Equity Index Fund, the Money
Market Fund, and the Fixed Income Fund (changed from the Guaranteed
Investment Contract Fund effective October 1, 1992), and the interests of
Participants under each Fund, are calculated as of the last day of each
month ("Valuation Date").
VESTING AND DISTRIBUTIONS - Each participant is immediately and fully
vested in all CODA and Supplemental Contributions and earnings thereon.
Participants vest in Matching Contributions by the Company at a rate of
20% for each full year of eligible service and become completely vested
after five years, at retirement at or after age 55, upon death, or upon
termination of employment due to permanent and total disability.
Participants may request voluntary withdrawals of their Supplemental
Contributions only once every six months. Participants may also apply for
hardship withdrawals from their CODA Contributions, subject to adherence
to Internal Revenue Service regulations and approval by the Employee
Benefits Administrative Committee. When a Participant's employment
terminates, his vested interest in the Funds is distributed in a single
lump-sum payment as soon as practicable after the first Valuation Date
following receipt of a participant's application for distribution of
account balances. Amounts to be distributed to terminated employees at
March 31, 1994 and March 31, 1993 were:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Company Stock Fund $ 635,244 $ 111,763
Equity Index Fund 397,925 46,252
Money Market Fund 203,236 24,086
Fixed Income Fund 502,805 105,802
------------- -------------
Total $ 1,739,210 $ 287,903
============= =============
</TABLE>
2. DESCRIPTION OF THE SEPARATE FUNDS
The Plan provides for the establishment of four separate investment
funds. The Plan maintains separate accounts for each participant and
invests such participants' contributions, as required by the Plan or as
directed by each of the participants, in one or more of the following
funds:
- The Company Stock Fund, which consists of Common Stock of The
Lubrizol Corporation and temporary investments in the Trustee's
EB Temporary Investment Fund. Prior to October 1, 1992,
temporary investments were made in the predecessor Trustee's BT
Pyramid Directed Account Cash Fund.
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<PAGE> 13
- The Equity Index Fund, which consists of units of the Trustee's
EB Stock Index Fund, a fund of common stocks designed to
approximate the overall performance of the common stocks included
in the Standard & Poor's Composite Stock Price Index, and temporary
investments in the Trustee's EB Temporary Investment Fund. Prior
to October 1, 1992 the Equity Income Fund consisted of units of the
predecessor Trustee's BT Pyramid Equity Index Fund, a fund whose
investment strategy was similar to that of the EB Stock Index Fund,
and temporary investments in the Trustee's BT Pyramid Discretionary
Cash Fund.
- The Money Market Fund, which consists of units of the
predecessor Trustee's BT Pyramid Super Cash Ancillary Fund, a fund
of commercial paper and loan participations, and temporary
investments in the Trustee's EB Temporary Investment Fund. Prior
to October 1, 1992 the Money Market Fund consisted of units of the
predecessor Trustee's BT Pyramid Super Cash Fund, a fund of liquid,
short-term instruments and other short-term investment vehicles.
- The Fixed Income Fund, which consists of units of the
predecessor Trustee's BT Pyramid Guaranteed Investment Contract III
1990 Fund, other guaranteed investment contracts purchased directly
by the trustee, and temporary investments in the Trustee's EB
Temporary Investment Fund. Prior to October 1, 1992 the Fixed
Income Fund consisted of units of the predecessor Trustee's BT
Pyramid Guaranteed Investment Contract III 1989 Fund, units of BT
Pyramid Guaranteed Investment Contract III 1990 Fund, other
guaranteed investment contracts purchased directly by the trustee,
and temporary investments in the predecessor Trustee's BT Pyramid
Directed Account Cash Fund.
Participant distributions from the Equity Index, Money Market, and Fixed
Income Funds shall be paid in cash; amounts distributed from the Company
Stock Fund shall be paid in the form of common shares of the Company or
their cash equivalent at the election of the participant or their
beneficiary.
The number of employees actively participating in each of the four funds
based upon their participation elections at March 31, 1994 and 1993 were
as follows:
<TABLE>
<CAPTION>
NUMBER OF
PARTICIPANTS
-----------------
1994 1993
<S> <C> <C>
Company Stock Fund 1,483 1,441
Equity Index Fund 1,518 1,499
Money Market Fund 446 527
Guaranteed Investment Contract Fund 737 773
</TABLE>
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - Each Fund of the Plan is accounted for separately.
The accounts of these Funds are maintained, and the accompanying financial
statements have been prepared, on the accrual basis of accounting.
VALUATION OF INVESTMENTS - Investments are accounted for at cost on the
trade-date and, except for guaranteed investment contracts, are reported
in the Statement of Assets, Liabilities and Participants' Equity at market
value. The Company Stock Fund is valued utilizing the year-end closing
price listed by the New York Stock Exchange. Investment funds are stated
at values determined by the Trustee based upon the market values of the
underlying assets of the funds. Guaranteed investment contracts are
stated at values equivalent to cost plus reinvested interest.
All share data for Lubrizol Common Stock has been restated to reflect a
2-for-1 stock split effected by the Company on August 31, 1992.
- 9 -
<PAGE> 14
TAX EXEMPT STATUS - The Plan obtained its latest determination letter
dated August 4, 1988, in which the Internal Revenue Service stated that
the Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been amended
since receiving this determination letter. However, the Company believes
that the Plan is currently designed and is being operated in compliance
with the applicable requirements of the Internal Revenue Code. Therefore,
no provision for income taxes has been included in the Plan's financial
statements.
EXPENSES - Expenses in connection with administration of the Plan for
the years ended March 31, 1994, 1993 and 1992 have been paid by the
Company except investment manager fees which have been paid by the Plan.
4. INVESTMENTS
The Plan Agreement provides that the Trustee of the Plan shall hold,
invest, reinvest, manage and administer all assets of the Plan as a trust
fund for the exclusive benefit of participants and their beneficiaries.
The following table presents investments. Investments that represent 5
percent or more of the Plan's participants' equity are separately
identified.
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
INVESTMENTS AT FAIR VALUE
The Lubrizol Corporation common stock,
937,030 and 824,938 shares, respectively $ 32,327,535 $ 25,676,195
Investment funds:
Mellon Bank, N.A. EB Stock Index Fund,
49,673 and 43,741 units, respectively 19,498,810 16,924,166
Other 1,221,463 1,121,650
-------------- --------------
20,720,273 18,045,816
Short-term investments:
Mellon Bank, N.A. EB Temporary Investment Fund,
5,727,950 and 6,338,670 units, respectively 5,727,950 6,338,670
Other 225,258 217,891
-------------- -------------
5,953,208 6,556,561
-------------- -------------
59,001,016 50,278,572
-------------- -------------
INVESTMENTS AT CONTRACT VALUE - Guaranteed
Investment Contracts 7,403,149 5,795,018
-------------- -------------
Total investments $ 66,404,165 $ 56,073,590
============== =============
</TABLE>
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<PAGE> 15
The Plan's investments (including investments bought, sold, and held
during the year) appreciated/(depreciated) in value as follows:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Lubrizol common stock $ 2,958,831 $ (1,034,521) $ 4,354,238
Investment funds 336,270 2,192,626 1,437,896
Short-term investments 7,359 137,873 294,128
------------ ------------ -------------
Total $ 3,302,460 $ 1,295,978 $ 6,086,262
============ ============ =============
</TABLE>
5. TRANSACTIONS IN PLAN SPONSOR SECURITIES
The Company Stock Fund invests in shares of common stock of the Company.
The Plan purchased Lubrizol common stock as follows: 1994 - 162,086
shares at a cost of $5,432,982; 1993 - 200,309 shares at a cost of
$5,800,200; and 1992 - 119,200 shares at a cost of $3,147,100. All shares
purchased during 1994 were acquired at the then current market value on
the open market. During 1993, shares were acquired at the then current
market value as follows: 119,819 shares from The Lubrizol Corporation
Employees' Profit-Sharing Plan; 61,538 shares from the Company; and 18,952
on the open market. All shares purchased during 1992 were acquired at the
then current market value from The Lubrizol Corporation Employees'
Profit-Sharing Plan. In addition, the Plan sold or distributed Lubrizol
common stock as follows: 1994 - 32,932 shares for proceeds of $1,160,514;
1993 - 15,833 shares for proceeds of $376,195; and 1992 - 8,178 shares for
proceeds of $215,979.
6. PLAN TERMINATION
The Plan was adopted with the expectation that it will continue
indefinitely. The Board of Directors of the Company may, however,
terminate the Plan at any time and may amend the Plan from time to time.
In addition, the Board of Directors of any subsidiary may withdraw such
subsidiary from the Plan at any time. In the event of termination of the
Plan, all participants will immediately become fully vested in the value
of all employer contributions made on their behalf.
7. PLAN MERGER
On June 27, 1994, the Board of Directors of the Company approved the
merger of the Plan with The Lubrizol Corporation Employees' Profit-
Sharing Plan effective January 1, 1995. The merged plan will be known as
The Lubrizol Corporation Employees' Profit-Sharing and Savings Plan (the
"Merged Plan"). All participants of the Plan will become participants in
the Merged Plan. In addition, all assets and liabilities of the Plan will
transfer to the Merged Plan.
* * * * * *
- 11 -
<PAGE> 16
<TABLE>
THE LUBRIZOL CORPORATION EMPLOYEES' SCHEDULE I
STOCK PURCHASE AND SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
MARCH 31, 1994
- ---------------------------------------------------------------------------------------------------------------
<CAPTION>
(A) (B) (C) (D) (E)
IDENTITY OF ISSUER, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C> <C>
Company Stock Fund:
-------------------
* The Lubrizol Corporation Common Stock - 937,030 Shares $ 21,948,241 $ 32,327,535
* Mellon Bank, N.A. EB Temporary Investment Fund -
792,124 Units 792,124 792,124
------------- ------------
Total Company Stock Fund 22,740,365 33,119,659
------------- ------------
Equity Index Fund
-----------------
* Mellon Bank, N.A. EB Stock Index Fund - 49,673 Units 18,372,815 19,498,810
* Mellon Bank, N.A. EB Temporary Investment Fund -
143,718 Units 143,718 143,718
------------- ------------
Total Equity Income Fund 18,516,533 19,642,528
------------- ------------
Money Market Fund:
------------------
Bankers Trust Company BT Pyramid Super Cash Ancillary Fund -
143,669 Units 181,617 225,250
* Mellon Bank, N.A. EB Temporary Investment Fund -
4,792,103 Units 4,792,103 4,792,103
------------- ------------
Total Money Market Fund 4,973,720 5,017,353
------------- ------------
Fixed Income Fund:
-----------------
* Bankers Trust Company BT Pyramid Close End GIC III 1990
Fund - 887,568 Units 926,970 1,221,463
Provident Life and Accident Group Annuity Contract (GA-627-05251) -
Insurance Company 1,144,954 Units 1,144,954 1,144,954
Hartford Life Insurance Group Annuity Contract (GA 9171A) -
1,748,255 Units 1,748,255 1,748,255
Protective Life Insurance Group Annuity Contract (GA 685) -
1,388,043 Units 1,388,043 1,388,043
Allstate Life Insurance Group Annuity Contract (GA 5307) -
Company 1,141,082 Units 1,141,082 1,141,082
John Hancock Mutual Group Annuity Contract (GAC 7026) -
Life Insurance Co. 1,267,303 Units 1,267,303 1,267,303
Peoples Security Life Group Annuity Contract (BDA 00353FR) -
Insurance Company 713,512 Units 713,512 713,512
* Mellon Bank, N.A. EB Temporary Investment Fund - 5 Units 5 5
* Bankers Trust Company BT Pyramid Directed Account Cash
Fund - 8 Units 8 8
------------- ------------
Total Fixed Income Fund 8,330,132 8,624,625
------------- ------------
Total Assets Held for Investment Purposes $ 54,560,750 $ 66,404,165
============= ============
</TABLE>
* Party-in-interest
- 12 -
<PAGE> 17
<TABLE>
THE LUBRIZOL CORPORATION EMPLOYEES'
STOCK PURCHASE AND SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED MARCH 31, 1994 SCHEDULE II
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
(A) (B) (C) (D) (E)
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL
<S> <C> <C> <C> <C>
SERIES OF TRANSACTIONS
The Lubrizol Corporation Common Shares $ 5,432,982 N/A N/A
The Lubrizol Corporation Common Shares N/A $ 1,160,514 N/A
John Hancock Mutual Group Annuity Contract 2,077,312 N/A N/A
John Hancock Mutual Group Annuity Contract
Life Insurance Co. (GAC 7026) N/A 877,312 N/A
Peoples Security Life Group Annuity Contract
Insurance Co. (BDA 00353 IR) 2,176,768 N/A N/A
Peoples Security Life Group Annuity Contract
Insurance Co. (BDA 00353 PR) N/A 1,487,452 N/A
Mellon Bank EB Temporary Investment Fund 11,084,107 N/A N/A
Mellon Bank EB Temporary Investment Fund N/A 11,694,826 N/A
Mellon Bank EB Stock Index Fund 3,019,117 N/A N/A
Mellon Bank EB Stock Index Fund N/A 680,932 N/A
</TABLE>
<TABLE>
<CAPTION>
(A) (B) (F) (G) (H) (J)
EXPENSE CURRENT VALUE NET
INCURRED COST OF ASSET ON GAIN
IDENTITY OF DESCRIPTION WITH OF TRANSACTION OR
PARTY INVOLVED OF ASSET TRANSACTION ASSETS DATE (LOSS)
<S> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS
The Lubrizol Corporation Common Shares $ 6,505 $ 5,432,982 $ 5,432,982 N/A
The Lubrizol Corporation Common Shares 89 748,878 1,160,514 $411,636
John Hancock Mutual Group Annuity Contract None 2,077,312 2,077,312 N/A
John Hancock Mutual Group Annuity Contract
Life Insurance Co. (GAC 7026) None 877,312 877,312 None
Peoples Security Life Group Annuity Contract
Insurance Co. (BDA 00353 IR) None 2,176,768 2,176,768 N/A
Peoples Security Life Group Annuity Contract
Insurance Co. (BDA 00353 PR) None 1,487,452 1,487,452 None
Mellon Bank EB Temporary Investment Fund None 11,084,107 11,084,107 N/A
Mellon Bank EB Temporary Investment Fund None 11,694,826 11,694,826 None
Mellon Bank EB Stock Index Fund None 3,019,117 3,019,117 N/A
Mellon Bank EB Stock Index Fund None 610,877 680,932 70,055
<FN>
NOTE - Reportable transactions are single transactions or series of
transactions in the same issue that, when aggregated, are in excess of 5% of
the current value of plan assets at the beginning of the plan year.
</TABLE>
- 13 -
<PAGE> 18
EXHIBIT INDEX
Exhibit Description Page Number
- ------------------- -----------
Exhibit 23 - Consent of Independent Auditors
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
The Lubrizol Corporation:
We consent to the incorporation by reference in Registration Statement No.
33-2842 of The Lubrizol Corporation on Form S-8 of our report dated September
9, 1994, appearing in this Annual Report on Form 11-K of The Lubrizol
Corporation Employees' Stock Purchase and Savings Plan for the years ended
March 31, 1994, 1993 and 1992.
/S/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Cleveland, Ohio
September 23, 1994
