8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 31, 2006

NewMarket Corporation

(Exact name of Registrant as specified in charter)

Virginia	1-32190	20-0812170
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

330 South Fourth Street, Richmond, Virginia	23218-2189
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code (804) 788-5000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition.

On January 31, 2006, the Company issued a press release regarding its earnings for the fourth quarter and year ended December 31, 2005. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The Company has reported earnings and related per share amounts, excluding certain special items, as more fully discussed in the earnings press release. Earnings and related per share amounts, excluding these special items, are financial measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States (“GAAP”). The Company has included these non-GAAP financial measures in the earnings press release in order to provide transparency to investors and to enhance period-to-period comparability of performance. The Company believes that these non-GAAP financial measures are more reflective of its operations. The Company has also included in the earnings press release both the most directly comparable financial measures calculated and presented in accordance with GAAP and a quantitative reconciliation of the difference between the non-GAAP measures and the comparable GAAP financial measures.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statement and Exhibits.

(c) Exhibits.

99.1    Press release issued by the Company on January 31, 2006.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 31, 2006

NEWMARKET CORPORATION
By:	/s/ David A. Fiorenza
	David A. Fiorenza
	Vice President and Treasurer

3

Exhibit Index

Exhibit No.	Description
99.1	Press release issued by the Company on January 31, 2006.

4

EX-99.1

Exhibit 99.1

NEWMARKET CORPORATION ANNOUNCES CONTINUED EARNINGS IMPROVEMENT

Richmond, VA, January 31, 2006 – NewMarket Corporation (NYSE:NEU) President and Chief Executive Officer, Thomas E. Gottwald, released the following earnings report for the fourth quarter and year 2005.

Earnings for the fourth quarter 2005, excluding special items, were $8.0 million, or $.46 per share, which was an improvement over net income for the fourth quarter 2004 of $2.9 million, or $.17 per share. Net income for the fourth quarter 2005, including the $3.1 million benefit of a special item, was $11.1 million, or $.64 per share.

For the year 2005, earnings, excluding certain special items, were $33.7 million, or $1.95 per share, a significant improvement over earnings on the same basis for the year 2004 of $24.7 million, or $1.43 per share. Including the special items, net income for the year 2005 was $42.4 million, or $2.45 per share, while net income for the year 2004 was $33.1 million, or $1.92 per share. A description of the special items as well as a reconciliation of net income under U.S. generally accepted accounting principles (GAAP) to earnings, excluding special items, is included at the end of this earnings release for further clarification.

Petroleum additives sales surpassed the billion dollar level for the year 2005 reaching $1.1 billion, an increase of $182 million, or 21 percent over year 2004 sales of $884.6 million. Increased shipments accounted for approximately $80 million, with price increases during the year accounting for the remainder. Sales of petroleum additives for the fourth quarter grew to $293.3 million compared to sales for the fourth quarter of last year of $229.1 million.

The increase in earnings for the fourth quarter and year 2005 over the same periods last year reflect significant improvements in the petroleum additives segment operating profit. For the year 2005, petroleum additives operating profit reached $62.6 million, an increase of $19.1 million, or 44 percent over year 2004 operating profit of $43.5 million on a similar basis. Operating profit for the fourth quarter improved to $18.4 million compared to operating profit for the fourth quarter of last year of $4.7 million. When comparing the year 2005 to 2004, the growth in operating profit is a result of the increased volume of products sold and an improved mix of sales, which included higher margin products. These improvements came from a variety of our businesses and are reflective of our increased focus to provide unique technical and marketing solutions to our customers.

Tetraethyl lead (TEL) operating profit for the year 2005, excluding special items, was $14.4 million, compared to earnings of $24.5 million on this same basis for 2004. The market for this product continues to decline, and the exit of a large customer from leaded gasoline in 2005 contributed to our large decline in TEL earnings. We expect to see a continued decline in volume year on year, with cost management and price increases somewhat offsetting the volume decline.

Our cash flow was excellent for the year and we ended the year with no drawn bank debt. We are well positioned from a cash standpoint to implement the stock buyback program approved by the Board, continue our efforts in the acquisition arena and investigate alternate uses of cash and leverage.

The year 2005 was a good year for NewMarket Corporation and included many achievements and continuing challenges. The dedicated team of Afton employees surpassed the billion dollar mark of petroleum additives sales and achieved improved earnings in a very competitive market. These achievements, combined with the contribution from Ethyl’s TEL operations, enabled us to pay off all of our bank debt in 2005 and to begin building cash for future opportunities and resulted in the upgrading of our credit rating during the year by S&P. We enter 2006 with many challenges facing our business including the continuing, rising cost of raw materials in our petroleum additives operations and the volume decline in demand for TEL around the world. As we look forward, we expect TEL will earn less in 2006 than in 2005 and will continue to be a declining contributor to the profit of the Corporation. We expect that Petroleum Additives will earn more in 2006 than in 2005 as we continue to bring value added solutions to our customers. While the challenges remain, the entire NewMarket team is motivated and ready to build on our strong foundation.

Sincerely,

Thomas E. Gottwald

As noted, net income for the fourth quarter 2005 and full year income for both 2005 and 2004 include certain special items. The Company has reported net income including special items, as well as earnings excluding special items and related per share amounts in this release. The Company believes that even though earnings excluding special items are not required by or presented in accordance with GAAP, this additional measure enhances understanding of the Company’s performance. This is because earnings excluding special items excludes the impact of certain non-recurring items and enhances period to period comparability. Earnings excluding special items should not be considered an alternative to net income determined under GAAP. The following table is a reconciliation of net income under GAAP to earnings excluding special items.

Summary of Earnings for the Fourth Quarter and Year:

	Fourth Quarter Ended December 31					Year Ended December 31
	2005			2004		2005			2004
Net Income
Net income	$	11.1		$	2.9	$	42.4		$	33.1
(Less) Special items:
Benefit of insurance settlements		—			—		(2.5	)		(8.4	)
Gain on sales of property		(3.1	)		—		(5.0	)		—
Benefit of tax settlement		—			—		(1.2	)		—
					—					—
Earnings excluding Special items	$	8.0		$	2.9	$	33.7		$	24.7
Diluted Earnings Per Share:
Net income	$	0.64		$	0.17	$	2.45		$	1.92
(Less) Special items:
Benefit of insurance settlements		—			—		(0.14	)		(0.49	)
Gain on sales of property		(0.18	)		—		(0.29	)		—
Benefit of tax settlement		—			—		(0.07	)		—
Earnings excluding Special items	$	0.46		$	0.17	$	1.95		$	1.43

As a reminder, a conference call and Internet web cast is scheduled for 10:00 a.m. EST on Thursday, February 2, 2006, to review fourth quarter 2005 and year end financial results. You can access the conference call live by dialing 877-407-8031 (domestic) or 201-689-8031 (international) and requesting the NewMarket conference call. To avoid delays, callers should dial in five minutes early. The call will also be broadcast via the Internet and can be accessed through the Company’s website at www.NewMarket.com or www.investorcalendar.com. A teleconference replay of the call will be available until February 7, 2006 at 11:59 p.m. by dialing 877-660-6853 (domestic) and 201-612-7415 (international). The account number is 286. The conference ID number is 188360. A webcast replay will be available for 30 days.

NewMarket Corporation through its subsidiaries, Afton Chemical Corporation and Ethyl Corporation, develops, manufactures, blends, and delivers chemical additives that enhance the performance of petroleum products. From custom-formulated chemical blends to market-general additive components, the NewMarket family of companies provides the world with the technology to make fuels burn cleaner, engines run smoother and machines last longer.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

Factors that could cause actual results to differ materially from expectations include, but are not limited to: timing of sales orders; gain or loss of significant customers; competition from other manufacturers; resolution of environmental liabilities; changes in the demand for our products; significant changes in new product introduction; increases in product cost; the impact of fluctuations in foreign exchange rates on reported results of operations; changes in various markets; geopolitical risks in certain of the countries in which we conduct business; the impact of consolidation of the petroleum additives industry; and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our 2004 Annual Report on Form 10-K, which is available to shareholders upon request.

You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect the company. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.

FOR INVESTOR INFORMATION CONTACT:

David A. Fiorenza

Investor Relations

Phone: 804.788.5555

Fax: 804.788.5688

Email: investorrelations@newmarket.com

NEWMARKET CORPORATION AND SUBSIDIARIES

SEGMENT RESULTS AND OTHER FINANCIAL INFORMATION

(In millions except per share amounts, unaudited)

	Three Months Ended December 31						Twelve Months Ended December 31
	2005			2004			2005			2004
Net sales:
Petroleum additives	$	293.3		$	229.1		$	1,066.9		$	884.6
Tetraethyl lead		0.4			2.1			8.6			9.5
Total	$	293.7		$	231.2		$	1,075.5		$	894.1
Segment operating profit:
Petroleum additives before special item	$	18.4		$	4.7		$	62.6		$	43.5
Special item (a)		—			—			—			0.8
Petroleum additives		18.4			4.7			62.6			44.3
Tetraethyl lead before special items		(1.1	)		4.3			14.4			24.5
Special items (a)		—			—			3.9			12.5
Tetraethyl lead		(1.1	)		4.3			18.3			37.0
Contract manufacturing and other		0.9			0.9			2.7			1.7
Segment operating profit		18.2			9.9			83.6			83.0
Corporate unallocated expense		(4.7	)		(3.9	)		(14.2	)		(14.8	)
Special items (b)		4.9			—			7.8			—
Interest expense		(3.9	)		(4.3	)		(16.8	)		(18.3	)
Other expense, net		(1.0	)		(1.5	)		(3.4	)		(5.3	)
Income before income taxes	$	13.5		$	0.2		$	57.0		$	44.6
Net income:
Earnings excluding special items	$	8.0		$	2.9		$	33.7		$	24.7
Special items (a) (b) (c)		3.1			—			8.7			8.4
Net income	$	11.1		$	2.9		$	42.4		$	33.1
Basic earnings per share:
Earnings excluding special items	$	0.47		$	0.17		$	1.98		$	1.45
Special items (a) (b) (c)		0.18			—			0.51			0.50
Basic earnings per share	$	0.65		$	0.17		$	2.49		$	1.95
Diluted earnings per share:
Earnings excluding special items	$	0.46		$	0.17		$	1.95		$	1.43
Special items (a) (b) (c)		0.18			—			0.50			0.49
Diluted earnings per share	$	0.64		$	0.17		$	2.45		$	1.92

Notes to Segment Results and Other Financial Information

Certain prior periods have been reclassified to conform to the current presentation.

(a) The special item of $3.9 million ($2.5 million after income taxes) in the tetraethyl lead segment for twelve months 2005 represents the gain associated with the insurance settlement related to premises asbestos liabilities.

The 2004 special item in the petroleum additives segment operating profit of $800 thousand and the tetraethyl lead segment operating profit of $12.5 million represents a gain on an insurance settlement related to environmental issues. The aggregate after tax gain was $8.4 million.

(b) The special items for both twelve months 2005 and fourth quarter 2005 are gains on sales of corporate property. The after tax gain amounted to $5.0 million for twelve months 2005 and $3.1 million for the fourth quarter 2005.

(c) Net income for the twelve months ended December 31, 2005 includes a benefit of $1.2 million related to the settlement of certain tax years with the Internal Revenue Service.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts, unaudited)

	Three Months Ended December 31					Twelve Months Ended December 31
	2005		2004			2005		2004
Net sales	$	293,656	$	231,161		$	1,075,544	$	894,109
Cost of goods sold		241,843		191,883			875,286		715,809
Gross profit		51,813		39,278			200,258		178,300
Operating profit from TEL marketing agreements services		3,525		6,287			23,154		33,226
Selling, general, and administrative expenses		25,581		24,698			96,810		96,855
Research, development, and testing expenses		17,398		16,405			65,394		65,356
Special item income (a)		4,922		—			11,668		13,245
Operating profit		17,281		4,462			72,876		62,560
Interest and financing expenses		3,929		4,312			16,849		18,254
Other income, net		182		83			925		324
Income before income taxes		13,534		233			56,952		44,630
Income tax expense (benefit) (b)		2,383		(2,679	)		14,571		11,572
Net income	$	11,151	$	2,912		$	42,381	$	33,058
Basic earnings per share	$	0.65	$	0.17		$	2.49	$	1.95
Diluted earnings per share	$	0.64	$	0.17		$	2.45	$	1.92
Shares used to compute basic earnings per share		17,071		16,976			17,028		16,916
Shares used to compute diluted earnings per share		17,341		17,318			17,320		17,199

Notes to Consolidated Statements of Income

(a) Special items for twelve months 2005 include gains of $7.8 million ($5.0 million after tax) on sales of corporate property, and a gain of $3.9 million ($2.5 million after tax) associated with the insurance settlement related to premises asbestos liabilities. The special item for the fourth quarter 2005 was related to a gain on the sale of corporate property amounting to $3.1 million after tax.

The 2004 special item represents a gain on an insurance settlement related to environmental issues. The after tax gain was $8.4 million.

(b) Income tax expense for the twelve months ended December 31, 2005 includes a benefit of $1.1 million related to the settlement of certain tax years with the Internal Revenue Service.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31 2005 (unaudited)			December 31 2004
ASSETS
Current assets:
Cash and cash equivalents	$	56,413		$	28,778
Restricted cash		1,419			1,706
Trade and other accounts receivable, less allowance for doubtful accounts ($1,045 - 2005; $1,067 - 2004)		186,678			158,423
Receivable - TEL marketing agreements services		2,782			3,298
Inventories		151,999			157,789
Prepaid expenses		3,119			2,387
Deferred income taxes		9,289			7,874
Total current assets		411,699			360,255
Property, plant and equipment, at cost		764,945			777,105
Less accumulated depreciation and amortization		610,939			610,876
Net property, plant and equipment		154,006			166,229
Prepaid pension cost		18,316			20,101
Deferred income taxes		23,157			4,367
Other assets and deferred charges		44,480			68,961
Intangibles, net of amortization		49,874			56,282
Total assets	$	701,532		$	676,195
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	88,350		$	75,719
Accrued expenses		58,847			52,710
Book overdraft		4,222			5,015
Long-term debt, current portion		640			601
Income taxes payable		14,728			6,138
Total current liabilities		166,787			140,183
Long-term debt		153,189			183,837
Other noncurrent liabilities		115,496			120,293
Shareholders’ equity
Common stock and paid in capital (without par value) Issued - 17,081,559 in 2005 and 16,980,759 in 2004		85,162			84,724
Accumulated other comprehensive loss		(30,511	)		(21,870	)
Retained earnings		211,409			169,028
		266,060			231,882
Total liabilities and shareholders’ equity	$	701,532		$	676,195