8-K

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): 02/02/2007

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))

Item 2.02. Results of Operations and Financial Condition.

On February 2, 2007, the NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the fourth quarter ended December 31, 2006. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

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.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release issued by the Company on February 2, 2007

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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: February 2, 2007

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 February 2, 2007

4

EX-99.1

Exhibit 99.1

NEWMARKET CORPORATION REPORTS STRONG IMPROVEMENT IN EARNINGS FOR THE YEAR 2006

Richmond, VA, February 2, 2007 – NewMarket Corporation (NYSE – NEU) President and Chief Executive Officer, Thomas E. Gottwald released the following earnings report and update of the company’s operations for the fourth quarter and year 2006.

We are pleased to report to you that the year 2006 was a very successful year for NewMarket Corporation and included several major accomplishments. These accomplishments included a significant improvement in earnings for the year 2006, reflecting strong gains in our petroleum additives segment results. We also recently completed a refinancing of our loan agreements which provides us with more flexibility and favorable terms to build for the future.

Earnings for the year 2006, excluding special items, increased to $53.7 million, or $3.08 per share, a 52 percent improvement over earnings on the same basis for the year 2005 of $35 million, or $2.02 per share. Including special items, net income for the year 2006 was $57.5 million, or $3.30 per share, while net income for the year 2005 was $42.4 million, or $2.45 per share.

Earnings for the fourth quarter 2006, excluding special items, improved to $10.5 million, or $.60 per share, compared to earnings on the same basis for the fourth quarter of 2005 of $8.0 million, or $.46 per share, a 30 percent increase. Including special items, net income for the fourth quarter of this year was $4.5 million, or $.26 per share, while net income for the fourth quarter last year was $11.1 million, or $.64 per share.

The petroleum additives segment continues its strong performance with net sales for the year increasing to $1.3 billion compared to net sales of $1.1 billion for the year 2005. Net sales of petroleum additives in the fourth quarter of this year increased to $304.2 million compared to net sales for the same period last year of $293.3 million. Operating profit before the net benefit of special items for this segment for the year 2006, increased to $100.3 million, an improvement of 67 percent over operating profit on this same basis for last year of $60 million. Petroleum additives operating profit, excluding the benefit of special items for the fourth quarter of this year, improved to $19.6 million compared to operating profit for the same period last year of $17.6 million. The improvement in petroleum additive operating profit in 2006 reflects a better sales mix including increased volumes of certain higher margin products as well as our progress in restoring margins through the introduction of more cost-effective products and price increases to recover cost. These improved results come from a variety of our product lines and reflect our commitment to supply our customers with top quality products and unique technical and marketing solutions.

The expected decline in tetraethyl lead (TEL) continued with operating profit for the year 2006 amounting to $3.1 million compared to operating profit for last year of $14.1 million, excluding the benefit of a special item. This segment will continue to be a minor contributor to the overall profitability of the Company as its usage declines throughout the world.

During the fourth quarter 2006, we replaced our 8.875% senior notes due 2010 with a new issue of 7.125% senior notes due 2016. We also amended and extended our bank credit facility with terms that we believe are more indicative of the financial strength that we now exhibit. The replacement of the senior notes did result in a one time charge that is included in our fourth quarter results, but will also benefit future periods with lower interest expense charges.

The success of the year 2006 is reflected in the improvement of our financial results. We salute the dedicated NewMarket employees around the world for their commitment and the progress they have achieved as they continue to find ways to bring increased value to our customers and shareholders.

Sincerely,

Thomas E. Gottwald

As noted, net income for both the fourth quarters and the years 2006 and 2005 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. Earnings excluding these items 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
	2006			2005			2006			2005
Net Income:
Net income	$	4.5		$	11.1		$	57.5		$	42.4
Special items:
Settlements-net benefit		(1.0	)					(5.5	)		(2.5	)
Earn-out agreement income					—			(3.3	)		—
Gain on sale of property		—			(3.1	)		(2.0	)		(4.9	)
Loss on extinguishment of debt		7.0			—			7.0			—
Earnings excluding special items	$	10.5		$	8.0		$	53.7		$	35.0
Diluted Earnings Per Share:
Net income:	$	0.26		$	0.64		$	3.30		$	2.45
Special items:
Settlements-net benefit		(0.06	)		—			(0.31	)		(0.14	)
Earn-out agreement income		—			—			(0.19	)		—
Gain on sale of property		—			(0.18	)		(0.12	)		(0.29	)
Loss on extinguishment of debt		0.40			—			0.40			—
Earnings excluding special items	$	0.60		$	0.46		$	3.08		$	2.02

As a reminder, a conference call and Internet web cast is scheduled for 10:00 a.m. EST on Monday, February 5, 2007 to review fourth quarter and year 2006 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 12, 2007 at 11:59 p.m. EST by dialing 877-660-6853 (domestic) and 201-612-7415 (international). The account number is 286. The conference ID number is 227252. 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 1A, “Risk Factors” of our 2005 Annual Report on Form 10-K and in Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, which are 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
	2006			2005			2006			2005
Net sales:
Petroleum additives	$	304.2		$	293.3		$	1,252.6		$	1,066.9
Tetraethyl lead		2.0			0.4			10.7			8.6
Total	$	306.2		$	293.7		$	1,263.3		$	1,075.5
Segment operating profit:
Petroleum additives before special items	$	19.6		$	17.6		$	100.3		$	60.0
Special items income, net (a)		1.6			—			4.1			—
Petroleum additives		21.2			17.6			104.4			60.0
Tetraethyl lead before special item		0.6			(1.2	)		3.1			14.1
Special item income (b)		—			—			—			3.9
Tetraethyl lead		0.6			(1.2	)		3.1			18.0
Contract manufacturing and other		0.9			0.9			4.2			2.7
Segment operating profit		22.7			17.3			111.7			80.7
Corporate unallocated expense		(3.2	)		(4.8	)		(12.9	)		(14.6	)
Special items income (c)		—			4.9			13.0			7.8
Interest expense		(3.7	)		(3.9	)		(15.4	)		(16.8	)
Loss on early extinguishment of debt (d)		(11.2	)		—			(11.2	)		—
Other income (expense), net		0.9			—			2.9			(0.1	)
Income before income taxes	$	5.5		$	13.5		$	88.1		$	57.0
Net income:
Earnings excluding special items	$	10.5		$	8.0		$	53.7		$	35.0
Special items (a) (b) (c) (d)		(6.0	)		3.1			3.8			7.4
Net income	$	4.5		$	11.1		$	57.5		$	42.4
Basic earnings per share:
Earnings excluding special items	$	0.61		$	0.47		$	3.12		$	2.05
Special items (a) (b) (c) (d)		(0.35	)		0.18			0.22			0.44
Basic earnings per share	$	0.26		$	0.65		$	3.34		$	2.49
Diluted earnings per share:
Earnings excluding special items	$	0.60		$	0.46		$	3.08		$	2.02
Special items (a) (b) (c) (d)		(0.34	)		0.18			0.22			0.43
Diluted earnings per share	$	0.26		$	0.64		$	3.30		$	2.45

Notes to Segment Results and Other Financial Information

Certain prior period amounts have been reclassified to conform to the current presentation. There was no impact on net income in any period.

(a) Special items income in petroleum additives includes a gain associated with a legal settlement related to transportation charges of $3.3 million ($2.1 million after tax) for twelve months 2006 and $0.7 million ($0.5 million after tax) for fourth quarter 2006. In addition, special items income in petroleum additives also includes a net gain of approximately $0.9 million ($0.5 million after tax) for both the twelve months 2006 and fourth quarter 2006 resulting from other legal settlements.

(b) The 2005 special item in TEL represents the gain associated with the insurance settlement related to premises asbestos liabilities. The after tax gain amounted to $2.5 million.

(c) Twelve months 2006 includes a $5.3 million gain ($3.3 million after tax) related to an earn-out agreement for certain pharmaceutical intellectual property that we sold in 1994; a $3.3 million gain ($2.0 million after tax) on the sale of property; and a $4.4 million gain for interest on an income tax settlement ($2.9 million after tax).

The special item 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 fourth quarter 2005.

(d) In December 2006 in a tender offer, we purchased $149.75 million of the outstanding $150 million aggregate principal amount of our 8.875% senior notes due 2010. As a result of the transaction, we recognized a loss of $11.2 million ($7.0 million after tax) on the early extinguishment of debt for both the twelve months 2006 and fourth quarter 2006. This loss included the write-off of unamortized deferred financing costs of $2.6 million and cash paid associated with the purchase of $8.6 million. Subsequently in December 2006, we issued $150 million aggregate principal amount of 7.125% senior notes due in 2016.

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
	2006		2005		2006		2005
Net sales	$	306,162	$	293,656	$	1,263,297	$	1,075,544
Cost of goods sold (a)		241,945		241,843		999,211		875,286
Gross profit		64,217		51,813		264,086		200,258
Operating profit from TEL marketing agreements services		1,755		3,525		8,181		23,154
Selling, general, and administrative expenses		29,931		25,581		109,191		96,810
Research, development, and testing expenses		19,999		17,398		70,263		65,394
Special items income, net (b)		3,732		4,922		14,825		11,668
Operating profit		19,774		17,281		107,638		72,876
Interest and financing expenses		3,714		3,929		15,403		16,849
Loss on early extinguishment of debt (c)		11,209		—		11,209		—
Other income, net (d)		615		182		7,117		925
Income before income taxes		5,466		13,534		88,143		56,952
Income tax expense (e)		1,006		2,383		30,621		14,571
Net income	$	4,460	$	11,151	$	57,522	$	42,381
Basic earnings per share	$	0.26	$	0.65	$	3.34	$	2.49
Diluted earnings per share	$	0.26	$	0.64	$	3.30	$	2.45
Shares used to compute basic earnings per share		17,281		17,071		17,223		17,028
Shares used to compute diluted earnings per share		17,415		17,341		17,407		17,320

Notes to Consolidated Statements of Income

(a) Twelve months 2006 and fourth quarter 2006 includes certain settlement cost of $2.1 million ($1.3 million after tax).

(b) Twelve months 2006 includes a $5.3 million gain ($3.3 million after tax) related to an earn-out agreement for certain pharmaceutical intellectual property that we sold in 1994; a $3.3 million gain ($2.1 million after tax) associated with a legal settlement related to transportation charges; a $3.0 million net gain ($1.9 million after tax) resulting from other legal settlements; and a $3.3 million gain ($2.0 million after tax) on the sale of property. The fourth quarter 2006 includes $0.7 million gain ($0.5 million after tax) associated with the legal settlement related to transportation charges and $3.0 million net gain ($1.9 million after tax) resulting from the other legal settlements.

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.

(c) In December 2006 in a tender offer, we purchased $149.75 million of the outstanding $150 million aggregate principal amount of our 8.875% senior notes due 2010. As a result of the transaction, we recognized a loss of $11.2 million ($7.0 million after tax) on the early extinguishment of debt for both twelve months 2006 and fourth quarter 2006. This loss included the write-off of unamortized deferred financing costs of $2.6 million and cash paid associated with the purchase of $8.6 million. Subsequently in December 2006, we issued $150 million aggregate principal amount of 7.125% senior notes due in 2016.

(d) Other income, net for twelve months 2006 includes a gain of $4.4 million for interest on an income tax settlement. The after tax gain amounted to $2.9 million.

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

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31 2006 (unaudited)			December 31 2005
ASSETS
Current assets:
Cash and cash equivalents	$	60,300		$	56,413
Restricted cash		240			1,419
Trade and other accounts receivable, less allowance for doubtful accounts ($835—2006;
$1,045 - 2005)		198,243			189,460
Inventories		185,581			151,999
Deferred income taxes		12,277			9,289
Prepaid expenses		5,319			3,119
Total current assets		461,960			411,699
Property, plant and equipment, at cost		751,355			764,945
Less accumulated depreciation and amortization		589,241			610,939
Net property, plant and equipment		162,114			154,006
Prepaid pension cost		85			18,316
Deferred income taxes		26,696			23,157
Other assets and deferred charges		38,838			44,480
Intangibles, net of amortization		51,708			49,874
Total assets	$	741,401		$	701,532
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	81,623		$	88,350
Accrued expenses		59,692			58,847
Dividends payable		2,162			—
Book overdraft		2,549			4,222
Long-term debt, current portion		691			640
Income taxes payable		13,466			14,728
Total current liabilities		160,183			166,787
Long-term debt		152,748			153,189
Other noncurrent liabilities		130,460			115,496
Shareholders’ equity
Common stock and paid in capital (without par value) Issued—17,289,860 in 2006 and 17,081,559 in 2005		88,263			85,162
Accumulated other comprehensive loss		(50,557	)		(30,511	)
Retained earnings		260,304			211,409
		298,010			266,060
Total liabilities and shareholders’ equity	$	741,401		$	701,532