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) October 28, 2010

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))

Item 2.02. Results of Operations and Financial Condition

On October 28, 2010, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the third quarter ended September 30, 2010. 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 regarding third quarter earnings issued by the Company on October 28, 2010.

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: October 28, 2010

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

Exhibit Index

Exhibit No.	Description
99.1	Press release regarding the third quarter earnings issued by the Company on October 28, 2010.

EX-99.1

Exhibit 99.1

NEWMARKET CORPORATION REPORTS THIRD QUARTER AND FIRST NINE MONTHS 2010 RESULTS

• Petroleum Additives Posts Highest Quarterly Profits for the Year

• Nine Months Net Income up 10 Percent

Richmond, VA, October 28, 2010 – NewMarket Corporation (NYSE – NEU) President and Chief Executive Officer, Thomas E. Gottwald, released the following earnings report of the Company’s operations for the third quarter and first nine months of 2010.

Net income for the third quarter of 2010 was $45.7 million, or $3.18 per share. For the first nine months of 2010, net income was $127.7 million, or $8.64 per share. Net income for the third quarter and first nine months of this year included charges to earnings from recording at fair value an interest rate swap agreement related to financing on Foundry Park. Excluding these charges, earnings for the third quarter and first nine months of 2010 were $49 million, or $3.41 per share, and $138.4 million, or $9.37 per share, respectively.

Petroleum additives operations in the third quarter of this year continued to grow from the first and second quarters with operating profit of $80 million. Sales of petroleum additives for the third quarter of this year improved to $465.1 million, an increase of 12 percent over sales for the third quarter last year of $413.7 million. The improvement in sales included the benefit of a 6 percent increase in shipments for the quarter and the benefit of the acquisition we made earlier in the year.

Petroleum additives operating profit for the first nine months of this year improved to $227 million, an increase of 6 percent over operating profit for the same period last year of $214 million. The improvements in the nine months results for this year reflect the continuing strong performance of the lubricant additives product line. Sales of petroleum additives for the first nine months of this year improved to $1,319.4 million, an increase of 18 percent over sales for the same period last year of $1,116.7 million. Shipments of petroleum additives for the first nine months of 2010 have increased 16 percent over the same period last year.

Net income for the third quarter of 2009 was $56.7 million, or $3.72 per share. For the first nine months of 2009, net income was $116.0 million, or $7.61 per share. The following Summary of Earnings reflects net income including the losses on the agreement related to financing on Foundry Park, as well as earnings excluding the losses and the related per-share amounts.

	Summary of Earnings (In millions, except per-share amounts)
	Third Quarter Ended September 30				Nine Months Ended September 30
	2010		2009		2010		2009
Net Income
Net income	$	45.7	$	56.7	$	127.7	$	116.0
Loss on interest rate swap agreement		3.3		2.4		10.7		9.8
Income excluding loss on interest rate swap	$	49.0	$	59.1	$	138.4	$	125.8
Diluted Earnings Per Share:
Net income	$	3.18	$	3.72	$	8.64	$	7.61
Loss on interest rate swap agreement		0.23		0.16		0.73		0.64
Income excluding loss on interest rate swap	$	3.41	$	3.88	$	9.37	$	8.25

Our petroleum additives business continues to deliver excellent results and is performing as we expected. Our overall demand leveled off in the third quarter compared to the second, which is in line with a recovering industry as demand for our products returns to the levels seen before the recession. We are able to deliver this excellent performance by continuing to deliver new and differentiated products and services to our customers that enhance their position in the marketplace. Our plants are running well and operating at high rates.

During the first quarter of this year, we utilized our strong financial position to acquire Polartech, a leading metalworking additives company. Year to date, we have purchased 925,241 shares (98,903 shares in the third quarter) of our common stock for $89 million and reduced total debt by $12.8 million.

Our business is performing well as our continuing investment in research and development and geographic expansion enhance our ability to service our customers in the marketplace. We plan to continue to invest in the people, technology, and facilities that it will take to excel in this market.

Sincerely,

Thomas E. Gottwald

Summary of Earnings for the 2010 and 2009 Periods

As noted, net income for the third quarter and first nine months periods for both 2010 and 2009 includes charges on an interest rate swap agreement. These amounts result from the company valuing an interest rate swap agreement at its fair value on both September 30, 2010 and 2009.

The company has reported net income including these amounts, as well as income excluding them, and related per share amounts in this release. The company believes that even though income, excluding these amounts, 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 this item, enhance period to period comparability. The company believes that income, excluding this item, should not be considered an alternative to net income determined under GAAP.

As a reminder, a conference call and Internet webcast is scheduled for 10:00 a.m. EDT on Friday, October 29, 2010, to review third quarter financial results. You can access the conference call live by dialing 1-877-407-9210 (domestic) or 1-201-689-8049 (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 November 5, 2010 at 11:59 p.m. EDT by dialing 1-877-660-6853 (domestic) and 1-201-612-7415 (international). The account number is 286. The conference ID number is 358015. 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: availability of raw materials and transportation systems; ability to respond effectively to technological changes in our industry; supply disruptions at single sourced facilities; failure to protect our intellectual property rights; political, economic, and regulatory factors concerning our products; hazards common to chemical businesses; occurrence or threat of extraordinary events, including natural disasters and terrorist attacks; competition from other manufacturers; sudden or sharp raw materials price increases; gain or loss of significant customers; risks related to operating outside of the United States; the impact of fluctuations in foreign exchange rates; future governmental regulation; resolution of environmental liabilities or legal proceedings; inability to complete future acquisitions or successfully integrate future acquisitions into our business 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 2009 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)

	Third Quarter Ended September 30						Nine Months Ended September 30
	2010			2009			2010			2009
Revenue:
Petroleum additives	$	465.1		$	413.7		$	1,319.4		$	1,116.7
Real estate development		2.9			—			8.6			—
All other (a)		3.8			4.1			8.7			9.2
Total	$	471.8		$	417.8		$	1,336.7		$	1,125.9
Segment operating profit:
Petroleum additives	$	80.0		$	96.3		$	227.0		$	214.0
Real estate development		1.8			(0.2	)		5.3			(0.5	)
All other (a)		1.2			1.2			3.2			(0.8	)
Segment operating profit		83.0			97.3			235.5			212.7
Corporate unallocated expense		(5.6	)		(3.3	)		(14.5	)		(12.1	)
Interest and financing expenses		(4.5	)		(2.9	)		(12.7	)		(8.7	)
Loss on an interest rate swap agreement (b)		(5.5	)		(3.8	)		(17.6	)		(15.7	)
Other income (expense), net		0.2			(0.3	)		(0.2	)		0.2
Income before income tax expense	$	67.6		$	87.0		$	190.5		$	176.4
Net income	$	45.7		$	56.7		$	127.7		$	116.0
Basic earnings per share	$	3.19		$	3.73		$	8.66		$	7.63
Diluted earnings per share	$	3.18		$	3.72		$	8.64		$	7.61

Notes to Segment Results and Other Financial Information

(a) “All other” includes the results of our TEL business, as well as certain contract manufacturing of Ethyl Corporation.

(b) The loss on an interest rate swap agreement represents the change, since the beginning of the reporting period, in the fair value of an interest rate swap which we entered into on June 25, 2009. We are not using hedge accounting to record the interest rate swap and, accordingly, any change in the fair value is immediately recognized in earnings.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts, unaudited)

	Third Quarter Ended September 30				Nine Months Ended September 30
	2010		2009		2010		2009
Revenue:
Net sales - product	$	468,919	$	417,832	$	1,328,170	$	1,125,881
Rental revenue		2,858		—		8,574		—
		471,777		417,832		1,336,744		1,125,881
Costs:
Cost of goods sold - product		334,766		274,865		944,968		780,427
Cost of rental		1,089		—		3,245		—
		335,855		274,865		948,213		780,427
Gross profit		135,922		142,967		388,531		345,454
Selling, general, and administrative expenses		35,711		27,618		102,478		83,141
Research, development, and testing expenses		22,719		21,602		65,866		61,448
Operating profit		77,492		93,747		220,187		200,865
Interest and financing expenses		4,465		2,909		12,728		8,704
Other expense, net (a)		5,453		3,804		16,974		15,734
Income before income tax expense		67,574		87,034		190,485		176,427
Income tax expense		21,855		30,347		62,772		60,394
Net income	$	45,719	$	56,687	$	127,713	$	116,033
Basic earnings per share	$	3.19	$	3.73	$	8.66	$	7.63
Diluted earnings per share	$	3.18	$	3.72	$	8.64	$	7.61
Shares used to compute basic earnings per share		14,353		15,208		14,756		15,205
Shares used to compute diluted earnings per share		14,383		15,245		14,788		15,243
Cash dividends declared per share	$	0.375	$	0.25	$	1.125	$	0.70

Notes to Consolidated Statements of Income

(a) On June 25, 2009 we entered into an interest rate swap. The loss on the interest rate swap was $5.5 million for the third quarter ended September 30, 2010 and $17.6 million for the nine months ended September 30, 2010. We are not using hedge accounting to record the interest rate swap, and accordingly, any change in the fair value is immediately recognized in earnings.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	September 30 2010			December 31 2009
ASSETS
Current assets:
Cash and cash equivalents	$	50,283		$	151,831
Short-term investments		300			300
Trade and other accounts receivable, less allowance for doubtful accounts ($717 - 2010; $1,195 - 2009)		266,513			214,887
Inventories		261,866			192,903
Deferred income taxes		5,208			4,118
Prepaid expenses and other current assets		17,959			39,100
Total current assets		602,129			603,139
Property, plant and equipment, at cost		980,486			934,382
Less accumulated depreciation and amortization		648,487			631,967
Net property, plant and equipment		331,999			302,415
Prepaid pension cost		5,522			2,430
Deferred income taxes		35,589			34,670
Other assets and deferred charges		55,412			37,475
Intangibles (net of amortization) and goodwill		48,706			45,063
Total assets	$	1,079,357		$	1,025,192
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	113,300		$	88,186
Accrued expenses		67,796			63,775
Dividends payable		4,662			4,992
Book overdraft		2,657			2,230
Long-term debt, current portion		3,038			33,881
Income taxes payable		10,919			4,988
Total current liabilities		202,372			198,052
Long-term debt		234,246			216,200
Other noncurrent liabilities		164,112			152,755
Shareholders’ equity
Common stock and paid in capital (without par value) Issued and Outstanding - 14,291,122 in 2010 and 15,209,989 in 2009		—			275
Accumulated other comprehensive loss		(76,831	)		(74,784	)
Retained earnings		555,458			532,694
		478,627			458,185
Total liabilities and shareholders’ equity	$	1,079,357		$	1,025,192