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) February 4, 2009

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	23219
(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 February 4, 2009, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the fourth quarter ended December 31, 2008. 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 Statement and Exhibits.

(d) Exhibits.

99.1 Press release issued by the Company on February 4, 2009.

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 4, 2009
	NEWMARKET CORPORATION
	By:	/s/ David A. Fiorenza
		David A. Fiorenza
		Vice President and Treasurer

Exhibit Index

Exhibit No.	Description
99.1	Press release issued by the Company on February 4, 2009.

EX-99.1

Exhibit 99.1

NEWMARKET CORPORATION REPORTS RESULTS

• Income from Continuing Operations, Before Special Items, Improved 6 Percent for the Year and 26 Percent for the Fourth Quarter

• Earnings Per Share from Continuing Operations Before Special Items Improved 17 Percent for the Year and 32 Percent for the Fourth Quarter

• Petroleum Additive Net Sales Increased 18 Percent for the Year and 1 Percent for the Fourth Quarter

Richmond, VA, February 4, 2009 – NewMarket Corporation (NYSE – NEU) President and Chief Executive Officer, Thomas E. Gottwald, released the following earnings report of the company’s operations for the fourth quarter and year 2008.

Income from continuing operations for the year 2008 amounted to $73.2 million, an increase of 6 percent from earnings on the same basis for the year 2007 of $69 million before special items. Earnings per share on this basis for the year 2008 were $4.75 per share, an improvement of 17 percent over earnings per share on this basis for the year 2007 of $4.07 per share before special items. Including the year 2007 discontinued operations and special items, net income for the year 2007 was $95.3 million, or $5.62 per share.

Income from continuing operations for the fourth quarter of 2008 was $19.4 million, an increase of 26 percent from earnings on the same basis for the fourth quarter 2007 of $15.4 million before special items. Earnings per share on this basis for the fourth quarter of 2008 were $1.27 per share, an increase of 32 percent from earnings per share for the fourth quarter of 2007 on this basis of $.96 per share before special items. Including fourth quarter 2007 special items, net income for the fourth quarter of last year was $27 million, or $1.68 per share.

Earnings per share for the 2008 periods reflect the benefit of share repurchases made in both 2007 and 2008. The year 2007 special items include the 2007 gain associated with the termination of the tetraethyl lead (TEL) marketing agreements, as well as the after-tax earnings from these agreements in the first quarter of 2007 (discontinued operations), which together total a benefit of $16.8 million. The year 2007 results also include a tax benefit of $9.5 million primarily associated with the reversal of taxes previously provided on the undistributed earnings of certain of our foreign subsidiaries. These items are reflected separately for clarification in the Summary of Earnings schedule at the end of this press release.

The petroleum additive operations had another strong performance in 2008 with sales increasing to $1.6 billion, an improvement of 18 percent over sales in 2007 of $1.4 billion. This improvement in sales included the benefit of a 4 percent increase in volumes shipped for 2008 as a whole despite experiencing a significant drop in demand during the last two months of 2008. Operating profit for the year 2008 was $130 million, a slight improvement over the year 2007 operating profit of $129.4 million. For the fourth quarter of 2008, petroleum additives net sales were $365.6 million, an improvement of 1 percent from sales for the fourth quarter of last year of $360.6 million. Operating profit for the fourth quarter of this year increased to $32.5 million, an improvement of 13 percent over last year’s fourth quarter operating profit of $28.7 million.

While petroleum additives operating profit for the year 2008 showed a slight improvement over last year, during most of the year the business experienced unprecedented increases in the cost of many of our raw materials compressing margins as raw material cost increases were outpacing our pricing actions. As raw material increases slowed towards the latter part of 2008, we experienced some margin recovery. As the world’s economic problems became more pronounced in the fourth quarter and the price of oil dropped precipitously causing the destocking of inventory by many of our customers, the demand for our lubricant additives dropped approximately 20 percent from the average for the first nine months, as measured in tons shipped. Prior to this demand drop, we had been running our plants at high rates to satisfy our customers’ requirements. During the last part of 2008 we lowered our operating rates significantly in order to properly manage inventory levels and working capital. Some raw material costs have also begun to fall which should benefit us as well as our customers.

While world economies continue to experience turbulent financial conditions, our financial position remains strong. Currently, our volumes continue to be negatively impacted by the worldwide economic slowdown and customer destocking actions which continues into 2009. We believe the destocking process may continue throughout the first quarter, and that the underlying market demand will be within 5 to 8 percent of historical levels. We have also instituted a number of cost controls including travel restrictions, reduced discretionary spend, reduced hiring and delays in certain capital projects.

Overall, we are pleased with our performance in 2008 and we are well positioned for the challenges and opportunities of 2009 and thereafter. Our strong performance in 2008 is the result of the continuing outstanding performance of NewMarket employees around the world and their dedication to provide innovative products and services to our customers.

Sincerely,

Thomas E. Gottwald

Summary of Earnings for the Fourth Quarter and Year:

As noted, net income for both the fourth quarter and year 2007 include certain special items. The 2007 special items include the settlement of the arbitration actions with Innospec and the resulting gain on termination of the TEL marketing agreements. Following the settlement and termination of the TEL marketing agreements, it was determined that the continuing operations of our TEL business no longer represented a significant segment. The gain on settlement and termination of the TEL agreements and their previous operations are reflected as discontinued operations. The other special item in 2007 primarily represents a reversal of deferred tax provisions previously provided on the undistributed earnings of certain of our subsidiaries following the company’s determination that no dividends would be paid by these foreign subsidiaries for the foreseeable future.

The company has reported net income including special items, as well as income from continuing operations, excluding special items, and related per share amounts in this release. The company believes that even though income from continuing operations, excluding special items, is not required by or presented in accordance with generally accepted accounting principles (GAAP) accepted in the United States, this additional measure enhances understanding of the company’s performance. The company believes earnings, excluding these items, enhance period to period comparability. The company believes that income from continuing operations, 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 income from continuing operations, excluding special items.

	Fourth Quarter Ended December 31					Year Ended December 31
	2008		2007			2008		2007
Net Income
Net income	$	19.4	$	27.0		$	73.2	$	95.3
Special items:
Discontinued operations including 2007 gain on settlement and termination of TEL Marketing Agreements		—		—			—		(16.8	)
Adjustment of income tax provision		—		(11.6	)		—		(9.5	)
Income from continuing operations excluding special items	$	19.4	$	15.4		$	73.2	$	69.0
Diluted Earnings Per Share:
Net income	$	1.27	$	1.68		$	4.75	$	5.62
Special items:
Discontinued operations including 2007 gain on settlement and termination of TEL Marketing Agreements		—		—			—		(0.99	)
Adjustment of income tax provision		—		(0.72	)		—		(0.56	)
Income from continuing operations excluding special items	$	1.27	$	0.96		$	4.75	$	4.07

As a reminder, a conference call and Internet web cast is scheduled for 10 a.m. EST on Thursday, February 5, 2009, to review fourth quarter and year 2008 financial results. You can access the conference call live by dialing 1-877-407-8031 (domestic) or 1-201-689-8031 (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 19, 2009 at 11:59 p.m. EST by dialing 1-877-660-6853 (domestic) and 1-201-612-7415 (international). The account number is 286. The conference ID number is 309859. 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: changes in the demand for our products; increases in product cost and our ability to increase prices; timing of sales orders; gain or loss of significant customers; competition from other manufacturers and resellers; resolution of environmental liabilities; significant changes in new product introduction; 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; our ability to complete construction and obtain permanent long-term financing of the office building for MeadWestvaco within budget and in a timely manner; 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 2007 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
	2008			2007			2008			2007
Net sales:
Petroleum additives	$	365.6		$	360.6		$	1,604.3		$	1,357.9
All other (a)		3.0			3.5			13.1			17.0
Total	$	368.6		$	364.1		$	1,617.4		$	1,374.9
Segment operating profit:
Petroleum additives (b)	$	32.5		$	28.7		$	130.0		$	129.4
All other (a)		0.5			(2.3	)		1.5			(6.7	)
Segment operating profit		33.0			26.4			131.5			122.7
Corporate unallocated expenses		(4.2	)		(3.6	)		(15.0	)		(13.8	)
Interest and financing expenses		(3.2	)		(2.8	)		(12.0	)		(11.6	)
Other (expense) income, net		(0.4	)		0.6			0.8			3.1
Income from continuing operations before income taxes	$	25.2		$	20.6		$	105.3		$	100.4
Net income:
Income from continuing operations excluding special items	$	19.4		$	15.4		$	73.2		$	69.0
Special items (c)		—			11.6			—			9.5
Discontinued operations (d)		—			—			—			16.8
Net income	$	19.4		$	27.0		$	73.2		$	95.3
Basic earnings per share:
Income from continuing operations excluding special items	$	1.27		$	0.96		$	4.77		$	4.09
Special items (c)		—			0.73			—			0.57
Discontinued operations (d)		—			—			—			1.00
Basic earnings per share	$	1.27		$	1.69		$	4.77		$	5.66
Diluted earnings per share:
Income from continuing operations excluding special items	$	1.27		$	0.96		$	4.75		$	4.07
Special items (c)		—			0.72			—			0.56
Discontinued operations (d)		—			—			—			0.99
Diluted earnings per share	$	1.27		$	1.68		$	4.75		$	5.62

Notes to Segment Results and Other Financial Information

(a) During the second quarter 2007 and after the settlement of the Arbitration Actions with Innospec Inc. and the resulting termination of the tetraethyl lead (TEL) marketing agreements with Innospec Inc. (see note d), we determined the continuing operations of our TEL business no longer represented a significant segment. As a result, we have reclassified the continuing results of our TEL business in the “All other” caption above. Also included in the “All other” caption is certain contract manufacturing of Ethyl Corporation and the real estate development activities.

(b) Petroleum additives segment operating profit for twelve months 2008 includes a gain of $3.2 million from a class action lawsuit related to raw materials.

(c) Special items for 2007 primarily represents a reversal of deferred tax provisions that were previously provided on the undistributed earnings of certain foreign subsidiaries following our determination that no dividends would be paid by these subsidiaries for the foreseeable future. The twelve months 2007 amount was $9.5 million and the fourth quarter 2007 after tax amount was $11.6 million.

(d) Discontinued operations reflect the termination of the TEL marketing agreements with Innospec Inc. effective April 1, 2007. The gain on the settlement of this business was $22.8 million ($14.6 million after tax or $.84 per share) for twelve months 2007. The remaining amount for 2007 represents the after tax earnings of the discontinued business.

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
	2008		2007			2008		2007
Net sales	$	368,595	$	364,119		$	1,617,431	$	1,374,874
Cost of goods sold (a)		291,475		291,563			1,302,937		1,078,302
Gross profit		77,120		72,556			314,494		296,572
Selling, general, and administrative expenses		28,634		29,655			116,382		111,115
Research, development, and testing expenses		20,173		20,447			81,752		76,834
Operating profit		28,313		22,454			116,360		108,623
Interest and financing expenses		3,192		2,814			12,046		11,557
Other income, net		111		976			1,012		3,358
Income from continuing operations before income taxes		25,232		20,616			105,326		100,424
Income tax expense (benefit) (b)		5,873		(6,380	)		32,099		21,874
Income from continuing operations		19,359		26,996			73,227		78,550
Discontinued operations (c):
Gain on settlement of discontinued business (net of tax)		—		—			—		14,554
Income from operations of discontinued business (net of tax)		—		—			—		2,217
Net income	$	19,359	$	26,996		$	73,227	$	95,321
Basic earnings per share
Income from continuing operations	$	1.27	$	1.69		$	4.77	$	4.66
Discontinued operations (c)		—		—			—		1.00
	$	1.27	$	1.69		$	4.77	$	5.66
Diluted earnings per share
Income from continuing operations	$	1.27	$	1.68		$	4.75	$	4.63
Discontinued operations (c)		—		—			—		0.99
	$	1.27	$	1.68		$	4.75	$	5.62
Shares used to compute basic earnings per share		15,196		16,001			15,362		16,841
Shares used to compute diluted earnings per share		15,242		16,117			15,430		16,957
Cash dividends declared per share	$	0.20	$	0.20		$	0.80	$	0.575

Notes to Consolidated Statements of Income

(a) Cost of goods sold for twelve months 2008 includes a gain of $3.2 million from a legal settlement related to raw materials.

(b) Income tax (benefit) expense for both twelve months 2007 and fourth quarter 2007 includes a special item primarily representing a reversal of deferred tax provisions that were previously provided on the undistributed earnings of certain foreign subsidiaries following our determination that no dividends would be paid by these subsidiaries for the foreseeable future. The twelve months 2007 amount was $9.5 million and the fourth quarter 2007 amount was $11.6 million

(c) Discontinued operations reflect the termination of the TEL marketing agreements with Innospec Inc. effective April 1, 2007. The gain on the settlement of this business was $22.8 million ($14.6 million after tax or $.84 per share) for twelve months 2007. The income from operations for twelve months 2007 represents the after tax earnings of the discontinued business. Income from operations before tax amounted to $3.5 million for the twelve months 2007.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	December 31 2008			December 31 2007
ASSETS
Current assets:
Cash and cash equivalents	$	21,761		$	71,872
Trade and other accounts receivable, less allowance for doubtful accounts ($1,141 - 2008; $1,059 - 2007)		203,551			207,190
Inventories		201,072			193,694
Deferred income taxes		14,090			18,727
Prepaid expenses and other current assets		5,704			3,558
Total current assets		446,178			495,041
Property, plant and equipment, at cost		848,011			789,634
Less accumulated depreciation and amortization		606,275			606,072
Net property, plant and equipment		241,736			183,562
Prepaid pension cost		159			2,616
Deferred income taxes		37,744			21,396
Other assets and deferred charges		31,566			22,764
Intangibles, net of amortization and goodwill		54,069			45,555
Total assets	$	811,452		$	770,934
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	60,505		$	104,636
Accrued expenses		63,715			57,043
Dividends payable		2,646			3,154
Book overdraft		999			6,249
Long-term debt, current portion		784			736
Income taxes payable		7,264			5,843
Total current liabilities		135,913			177,661
Long-term debt		236,378			157,061
Other noncurrent liabilities		148,038			119,205
Shareholders’ equity
Common stock and paid in capital (without par value) Issued and Outstanding - 15,199,207 in 2008 and 15,566,225 in 2007		115			5,235
Accumulated other comprehensive loss		(95,750	)		(34,360	)
Retained earnings		386,758			346,132
		291,123			317,007
Total liabilities and shareholders’ equity	$	811,452		$	770,934