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) November 1, 2011

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 November 1, 2011, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the third quarter ended September 30, 2011. 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 quarterly earnings issued by the Company on November 1, 2011.

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: November 1, 2011

NEWMARKET CORPORATION
By:	/s/ David A. Fiorenza
	David A. Fiorenza
	Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release regarding quarterly earnings issued by the Company on November 1, 2011.

EX-99.1

Exhibit 99.1

NEWMARKET CORPORATION REPORTS IMPROVED THIRD QUARTER AND FIRST NINE MONTHS 2011 RESULTS

• Petroleum Additives Operating Profit Before Gain on Legal Settlement Improves 5 Percent for the Third Quarter and 10 Percent for Nine Months 2011

• Repurchased 442,300 Shares of Common Stock in the Third Quarter

Richmond, VA, November 1, 2011 – 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 2011.

Net income for the third quarter of 2011 improved to $71.4 million, or $5.22 per share, compared to net income of $45.7 million, or $3.18 per share, for the third quarter last year. For the first nine months of this year, net income increased to $173.2 million, or $12.54 per share, compared to net income of $127.7 million, or $8.64 per share for the same period last year.

The earnings for the third quarter and nine month periods of this year include a net gain on a legal settlement. The earnings for the third quarter and nine month periods for both this year and last year include a loss on an interest rate swap. The following Summary of Earnings reflects net income including these two items as well as earnings excluding them 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
	2011			2010		2011			2010
Net Income:
Net income	$	71.4		$	45.7	$	173.2		$	127.7
(Gain) on legal settlement, net		(23.9	)		—		(23.9	)		—
Loss on interest rate swap agreement		7.9			3.3		9.9			10.7
Income excluding (gain) on legal settlement and loss on interest rate swap	$	55.4		$	49.0	$	159.2		$	138.4
Diluted Earnings Per Share:
Net income	$	5.22		$	3.18	$	12.54		$	8.64
(Gain) on legal settlement, net		(1.74	)		—		(1.73	)		—
Loss on interest rate swap agreement		0.58			0.23		0.71			0.73
Income excluding (gain) on legal settlement and loss on interest rate swap	$	4.06		$	3.41	$	11.52		$	9.37

Petroleum additives segment operating profit of $122.8 million for the third quarter of 2011, as well as this year’s nine month operating profit of $288.9 million, includes the $38.7 million before tax gain on the legal settlement. Excluding the gain on the legal settlement for the third quarter of this year, operating profit improved to $84.1 million, an increase of 5 percent over operating profit for third quarter 2010 of $80 million. Sales of petroleum additives for the third quarter of this year improved to $552 million, an increase of 19 percent over sales in the third quarter of last year of $465.1 million while shipments in the third quarter of this year were about even with last year’s third quarter.

Petroleum additives operating profit, excluding the gain on the legal settlement, for the first nine months of this year increased to $250.2 million, an improvement of 10 percent over operating profit for the same period last year of $227 million. Sales of petroleum additives for the first nine months of this year reached $1,627.4 million, an improvement of 23 percent over sales for the same period last year of $1,319.4 million. The increase in sales for the first nine months of this year included the benefit of a 9 percent increase on shipments.

The increase in this year’s third quarter petroleum additives earnings reflects improved fuel additives results over the same period last year while the improvement in petroleum additives results for the first nine months of this year continue to reflect strong performance in the lubricant additives product line as well as improved fuel additive results. Both the third quarter and nine months results include improved results in every major region of our operations.

During the third quarter of this year, we repurchased 442,300 shares of our common stock bringing the total repurchases in the first nine months of this year to 659,373 shares at an average cost of $143.71 per share.

Our petroleum additives business continues its strong performance by delivering new and differentiated products and services to our customers that strengthens their position in the marketplace as we continue increasing our investment in research and development. Our financial position remains strong enhancing our capacity for future growth and our ability to improve shareholder value.

Please read our third quarter Form 10-Q for more details on the operations of the company.

Sincerely,

Thomas E. Gottwald

Both the third quarter and nine months 2011 included a net gain on a legal settlement. Also, the current year and prior year third quarter and nine months periods include a loss on an interest rate swap related to financing on Foundry Park resulting from the Company valuing the swap agreement at fair value at the end of each reporting period. The Company is reporting net income including these items, as well as income excluding them, and related per share amounts in the Summary of Earnings included in the earnings release. The Company believes that even though income excluding these 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 presenting our earnings excluding these items enhances period to period comparability. The Company believes that income, excluding those items, should not be considered an alternative to net income determined under GAAP.

As a reminder, a conference call and Internet webcast is scheduled for 11:00 a.m. EDT on Wednesday, November 2, 2011, to review third quarter 2011 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 9, 2011 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 381053. 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; supply disruptions at single sourced facilities; ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; 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; political, economic, and regulatory factors concerning our products; future governmental regulation; resolution of environmental liabilities or legal proceedings; inability to complete recent or future acquisitions or successfully integrate recent or 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 2010 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
	2011			2010			2011			2010
Revenue:
Petroleum additives	$	552.0		$	465.1		$	1,627.4		$	1,319.4
Real estate development		2.8			2.9			8.6			8.6
All other (a)		2.6			3.8			8.0			8.7
Total	$	557.4		$	471.8		$	1,644.0		$	1,336.7
Segment operating profit:
Petroleum additives
Petroleum additives before gain on legal settlement, net	$	84.1		$	80.0		$	250.2		$	227.0
Gain on legal settlement, net (b)		38.7			0.0			38.7			0.0
Total petroleum additives		122.8			80.0			288.9			227.0
Real estate development		1.8			1.8			5.4			5.3
All other (a)		0.1			1.2			1.5			3.2
Segment operating profit		124.7			83.0			295.8			235.5
Corporate unallocated expense		(3.8	)		(5.6	)		(11.5	)		(14.5	)
Interest and financing expenses		(4.8	)		(4.5	)		(14.1	)		(12.7	)
Loss on an interest rate swap agreement (c)		(13.0	)		(5.5	)		(16.2	)		(17.6	)
Other income (expense), net		0.2			0.2			(0.9	)		(0.2	)
Income before income tax expense	$	103.3		$	67.6		$	253.1		$	190.5
Net income	$	71.4		$	45.7		$	173.2		$	127.7
Basic earnings per share	$	5.22		$	3.19		$	12.54		$	8.66
Diluted earnings per share	$	5.22		$	3.18		$	12.54		$	8.64

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) On September 13, 2011 we signed a settlement agreement with Innospec Inc. and its subsidiaries Alcor Chemie Vertriebs GmbH and Innospec Ltd. (collectively, Innospec) which provided for mutual releases of the parties and dismissal of the actions with prejudice. Under the settlement agreement, Innospec will pay NewMarket an aggregate amount of approximately $45 million in a combination of cash, a promissory note, and stock, of which $25 million was paid in cash on September 20, 2011 and $5 million was paid in the form of 195,313 shares of unregistered Innospec Inc. common stock. Fifteen million dollars is payable in three equal annual installments of $5 million under the promissory note, which bears simple interest at 1% per year. The first installment is due on September 10, 2012. The gain is net of expenses related to the settlement of the lawsuit.

(c) The loss on an interest rate swap 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 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
	2011		2010		2011		2010
Revenue:
Net sales - product	$	554,539	$	468,919	$	1,635,429	$	1,328,170
Rental revenue		2,857		2,858		8,573		8,574
		557,396		471,777		1,644,002		1,336,744
Costs:
Cost of goods sold - product		411,133		334,766		1,206,843		944,968
Cost of rental		1,067		1,089		3,203		3,245
		412,200		335,855		1,210,046		948,213
Gross profit		145,196		135,922		433,956		388,531
Selling, general, and administrative expenses		36,075		35,711		111,818		102,478
Research, development, and testing expenses		26,888		22,719		76,728		65,866
Gain on legal settlement, net (a)		38,656		—		38,656		—
Operating profit		120,889		77,492		284,066		220,187
Interest and financing expenses		4,797		4,465		14,135		12,728
Other expenses, net (b)		12,825		5,453		16,879		16,974
Income before income tax expense		103,267		67,574		253,052		190,485
Income tax expense		31,906		21,855		79,843		62,772
Net income	$	71,361	$	45,719	$	173,209	$	127,713
Basic earnings per share	$	5.22	$	3.19	$	12.54	$	8.66
Diluted earnings per share	$	5.22	$	3.18	$	12.54	$	8.64
Shares used to compute basic earnings per share		13,680		14,353		13,807		14,756
Shares used to compute diluted earnings per share		13,680		14,383		13,814		14,788
Cash dividends declared per share	$	0.600	$	0.375	$	1.64	$	1.125

Notes to Consolidated Statements of Income

(a) On September 13, 2011, we signed a settlement agreement with Innospec Inc. and its subsidiaries Alcor Chemie Vertriebs GmbH and Innospec Ltd. (collectively, Innospec) which provided for mutual releases of the parties and dismissal of the actions with prejudice. Under the settlement agreement, Innospec will pay NewMarket an aggregate amount of approximately $45 million in a combination of cash, a promissory note, and stock, of which $25 million was paid in cash on September 20, 2011 and $5 million was paid in the form of 195,313 shares of unregistered Innospec Inc. common stock. Fifteen million dollars is payable in three equal annual installments of $5 million under the promissory note, which bears simple interest at 1% per year. The first installment is due on September 10, 2012. The gain is net of expenses related to the settlement of the lawsuit.

(b) On June 25, 2009 we entered into an interest rate swap. The loss on the interest rate swap was $13.0 million for the third quarter ended September 30, 2011 and $16.2 million for the nine months ended September 30, 2011. 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			December 31
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	54,462		$	49,192
Short-term investments		0			300
Trade and other accounts receivable, less allowance for doubtful accounts ($680 - 2011; $733 - 2010)		307,702			257,748
Inventories		314,191			273,215
Deferred income taxes		5,237			6,876
Prepaid expenses and other current assets		35,578			15,444
Total current assets		717,170			602,775
Property, plant and equipment, at cost		1,029,559			988,180
Less accumulated depreciation and amortization		677,256			654,204
Net property, plant and equipment		352,303			333,976
Prepaid pension cost		14,410			8,597
Deferred income taxes		17,891			21,974
Other assets and deferred charges		70,769			48,893
Intangibles (net of amortization) and goodwill		40,291			46,526
Total assets	$	1,212,834		$	1,062,741
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	97,065		$	109,250
Accrued expenses		89,143			71,558
Dividends payable		6,903			5,304
Book overdraft		6,182			1,063
Long-term debt, current portion		9,690			4,369
Income taxes payable		29,429			14,843
Total current liabilities		238,412			206,387
Long-term debt		266,358			217,544
Other noncurrent liabilities		151,497			147,170
Shareholders’ equity
Common stock and paid in capital (without par value) Issued and Outstanding - 13,404,831 in 2011 and 14,034,884 in 2010		—			—
Accumulated other comprehensive loss		(68,050	)		(73,820	)
Retained earnings		624,617			565,460
		556,567			491,640
Total liabilities and shareholders’ equity	$	1,212,834		$	1,062,741

NEWMARKET CORPORATION AND SUBSIDIARIES

SELECTED CONSOLIDATED CASH FLOW DATA

(In thousands, unaudited)

	Nine Months Ended September 30
	2011			2010
Net income	$	173,209		$	127,713
Depreciation and amortization		31,149			27,831
Cash pension and postretirement contributions		(23,479	)		(15,556	)
Noncash pension and postretirement expense		11,907			12,358
Gain on legal settlement, net		(38,656	)		—
Net proceeds from legal settlement		25,000			—
Working capital changes		(88,411	)		(61,212	)
Capital expenditures		(42,771	)		(25,143	)
Acquisition of business		—			(41,300	)
Net borrowings under revolving credit agreement		51,000			20,000
Repayment of Foundry Park I construction loan		—			(99,102	)
Borrowing under Foundry Park I mortgage loan		—			68,400
Repurchases of common stock		(85,892	)		(88,969	)
Dividends paid		(22,534	)		(16,396	)
All other		14,748			(10,172	)
Increase (decrease) in cash and cash equivalents	$	5,270		$	(101,548	)