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) April 25, 2012

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 April 25, 2012, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the first quarter ended March 31, 2012. 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 8.01. Other Events

On April 26, 2012, the Company issued a press release reporting that the Company’s Board of Directors had declared a dividend of 75.0 cents per share of the Company’s common stock, payable on July 2, 2012 to the Company’s shareholders of record as of June 15, 2012. A copy of this press release is attached hereto as Exhibit 99.2 and incorporated by reference.

Item 9.01. Financial Statement and Exhibits

(d) Exhibits.

99.1	Press release regarding quarterly earnings issued by the Company on April 25, 2012.
99.2	Press release regarding the quarterly dividend issued by the Company on April 26, 2012.

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: April 26, 2012

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 April 25, 2012.
99.2	Press release regarding the quarterly dividend issued by the Company on April 26, 2012.

EX-99.1

Exhibit 99.1

NEWMARKET CORPORATION REPORTS RECORD FIRST QUARTER RESULTS

• Net Income Increases 34 Percent

• Earnings Per Share Increases 39 Percent

• Petroleum Additives Operating Profit Increases 33 Percent

• New $650MM Loan Agreement Completed in First Quarter

• $150MM Bonds Redeemed

Richmond, VA, April 25, 2012 – NewMarket Corporation (NYSE – NEU) President and Chief Executive Officer, Thomas E. Gottwald, released the following earnings report of the Company’s operations for the first quarter of 2012.

Net income for the first quarter of 2012 increased to $66.5 million, an improvement of 34 percent over net income of $49.6 million for the first quarter of last year. Earnings per share increased to $4.96 from $3.57 in the first quarter of last year, an improvement of 39 percent.

Earnings for both the first quarter of this year and first quarter last year include an income benefit from an interest rate swap, while the first quarter of this year also includes a charge for the early extinguishment of debt. The following Summary of Earnings reflects net income and earnings per share with and without these two items.

	Summary of Earnings
	(In millions, except per-share amounts)
	First Quarter Ended
	March 31
	2012			2011
Net Income
Net income	$	66.5		$	49.6
(Gain) on interest rate swap agreement		(1.1	)		(0.5	)
Loss on early extinguishment of debt		2.0			—
Income excluding the effects of extinguishment of debt and swap	$	67.4		$	49.1
Diluted Earnings Per Share:
Net income	$	4.96		$	3.57
(Gain) on interest rate swap agreement		(0.08	)		(0.04	)
Loss on early extinguishment of debt		0.15			—
Income excluding the effects of extinguishment of debt and swap	$	5.03		$	3.53

Petroleum Additives had an excellent first quarter with operating profit increasing to $107.2 million. This represents an improvement of 33 percent over operating profit for the first quarter of last year of $80.6 million. Sales of petroleum additives for this year’s first quarter of $557.7 million reflect an increase of 11 percent over sales for last year’s first quarter of $502.7 million. Shipments were about even with the first quarter last year. The strong performance reflects higher operating profit margins and improvements in all of our major product lines as well as

most major geographic regions in which we operate. First quarter volumes and profits were also up considerably compared to the fourth quarter of 2011. Demand has rebounded from the low levels of the fourth quarter – up 11 percent sequentially – to levels more in keeping with normal industry consumption. Some raw material costs were lower in the first quarter, and the fourth quarter had negative effects of considerable one-time costs. Our operating profit margin increased to 19.2 percent for the first quarter of this year. We are currently experiencing rising raw material costs which will impact future quarters’ performances. For the four consecutive quarters that ended March 31, 2012, our operating margin was 15.4 percent, which is in line with our expectations for this business. We expect 2012 to show better financial results than 2011, but we do not expect to post four consecutive quarters like this one.

We believe the long-term fundamentals of the business are solid. Our industry produces products that are essential for the proper operation of modern equipment, and market demand continues to grow at an average of 1-2 percent per year. Our plans call for us to grow somewhat faster than the industry by expanding geographically in areas where we are underrepresented; extending our product line offerings; and most important, continuing to supply our customers with innovative, technology-driven marketing solutions through differentiated quality products and services. Over the last several years, we have seen wider swings in quarterly demand patterns, and this is likely to continue.

During the quarter we made some significant changes to our debt structure to increase capacity and reduce cost. We entered into a new $650 million five-year unsecured revolving credit facility, replacing the company’s previous $300 million unsecured revolving credit facility which would have matured on November 12, 2015. This new credit facility provides us with significantly lower cost of borrowing and increased operating flexibility to execute our long-term business plans. We believe the terms of this new credit facility reflect the strength of our business, the significant cash flow we generate and the strength of our balance sheet. On April 16, 2012, we completed the early redemption of all the bonds we had outstanding at the end of last year. Those bonds had a principal amount of $150MM and a coupon rate of 7.125 percent and were due in December of 2016.

We are pleased with our earnings performance for the first quarter of this year in which we mark 125 years as a corporation. This excellent start continues to enhance our strong financial position. This, together with our recently secured new loan agreement, strengthens our capacity for future growth and our ability to improve shareholder value.

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

Sincerely,

/s/ Thomas E. Gottwald

Thomas E. Gottwald

The earnings for the first quarter of this year and first quarter last year include an income benefit from 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 first quarter of this year also includes a loss on the early extinguishment of debt. 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 has also included the non-GAAP financial measure EBITDA in this earnings release. A schedule following the financial statements included in this earnings release is provided reflecting the calculation of EBITDA, defined as Net income, before the deduction of interest and financing expenses, income taxes, depreciation and amortization. EBITDA is shown on the schedule both including and excluding the benefit of valuing the swap agreement and the loss on the early extinguishment of debt. The Company believes that even though these items are not required by or presented in accordance with United States generally accepted accounting principles (GAAP), these additional measures enhance understanding of the Company’s performance and period to period comparability. The Company believes that these 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 3:00 p.m. EDT on Thursday, April 26, 2012, to review first 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 May 2, 2012 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 391868. 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 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 2011 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
	March 31
	2012			2011
Revenue:
Petroleum additives	$	557.7		$	502.7
Real estate development		2.9			2.9
All other (a)		2.1			2.5
Total	$	562.7		$	508.1
Segment operating profit:
Petroleum additives	$	107.2		$	80.6
Real estate development		1.8			1.8
All other (a)		0.5			0.2
Segment operating profit		109.5			82.6
Corporate unallocated expense		(5.5	)		(4.1	)
Interest and financing expenses		(4.5	)		(4.6	)
Gain on an interest rate swap agreement (b)		1.7			0.9
Loss on early extinguishment of debt (c)		(3.2	)		0.0
Other income (expense), net		0.8			(1.4	)
Income before income tax expense	$	98.8		$	73.4
Net income	$	66.5		$	49.6
Basic earnings per share	$	4.96		$	3.57
Diluted earnings per share	$	4.96		$	3.57

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 gain 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.

(c) In March 2012, we entered into a $650 million five-year unsecured revolving credit facility which replaces our previous $300 million unsecured revolving credit facility. In April 2012, we used a portion of this larger credit facility to fund the early redemption of all of our outstanding 7.125% senior notes due 2016, representing an aggregate principal amount of $150 million. As a result, during the three months ended March 31, 2012, we recognized a loss on early extinguishment of debt of $3.2 million from accelerated amortization of financing fees associated with the prior revolving credit agreement and cost associated with redeeming the senior notes prior to maturity.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts, unaudited)

	Three Months Ended
	March 31
	2012		2011
Revenue:
Net sales - product	$	559,821	$	505,225
Rental revenue		2,858		2,858
		562,679		508,083
Costs:
Cost of goods sold - product		392,075		366,051
Cost of rental		1,068		1,068
		393,143		367,119
Gross profit		169,536		140,964
Selling, general, and administrative expenses		36,908		38,424
Research, development, and testing expenses		27,895		24,461
Operating profit		104,733		78,079
Interest and financing expenses		4,482		4,645
Loss on early extinguishment of debt (a)		3,221		—
Other income (expense), net (b)		1,773		(67	)
Income before income tax expense		98,803		73,367
Income tax expense		32,256		23,778
Net income	$	66,547	$	49,589
Basic earnings per share	$	4.96	$	3.57
Diluted earnings per share	$	4.96	$	3.57
Shares used to compute basic earnings per share		13,405		13,890
Shares used to compute diluted earnings per share		13,405		13,906
Cash dividends declared per share	$	0.75	$	0.44

Notes to Consolidated Statements of Income

(a) In March 2012, we entered into a $650 million five-year unsecured revolving credit facility which replaces our previous $300 million unsecured revolving credit facility. In April 2012, we used a portion of this larger credit facility to fund the early redemption of all of our outstanding 7.125% senior notes due 2016, representing an aggregate principal amount of $150 million. As a result, during the three months ended March 31, 2012, we recognized a loss on early extinguishment of debt of $3.2 million from accelerated amortization of financing fees associated with the prior revolving credit agreement and cost associated with redeeming the senior notes prior to maturity.

(b) On June 25, 2009 we entered into an interest rate swap. The gain on the interest rate swap was $1.7 million for the three months ended March 31, 2012 and $0.9 million for the three months ended March 31, 2011. 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)

	March 31			December 31
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	72,746		$	50,370
Trade and other accounts receivable, less allowance for doubtful accounts ($518 - 2012; $516 - 2011)		311,888			278,332
Inventories		315,101			306,785
Deferred income taxes		5,334			7,261
Prepaid expenses and other current assets		39,932			36,983
Total current assets		745,001			679,731
Property, plant and equipment, at cost		1,046,349			1,034,472
Less accumulated depreciation and amortization		692,524			681,506
Net property, plant and equipment		353,825			352,966
Prepaid pension cost		12,596			11,494
Deferred income taxes		34,242			35,805
Other assets and deferred charges		71,478			73,619
Intangibles (net of amortization) and goodwill		36,355			38,047
Total assets	$	1,253,497		$	1,191,662
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	119,608		$	103,217
Accrued expenses		65,383			78,546
Dividends payable		8,521			8,529
Book overdraft		7,712			1,680
Long-term debt, current portion		10,798			10,966
Income taxes payable		28,931			13,086
Total current liabilities		240,953			216,024
Long-term debt		209,831			232,601
Other noncurrent liabilities		188,542			193,444
Shareholders’ equity
Common stock and paid in capital (without par value) Issued and Outstanding - 13,404,831 in 2012 and 2011		64			64
Accumulated other comprehensive loss		(90,647	)		(98,732	)
Retained earnings		704,754			648,261
		614,171			549,593
Total liabilities and shareholders’ equity	$	1,253,497		$	1,191,662

NEWMARKET CORPORATION AND SUBSIDIARIES

SELECTED CONSOLIDATED CASH FLOW DATA

(In thousands, unaudited)

	Three Months Ended March 31
	2012			2011
Net income	$	66,547		$	49,589
Depreciation and amortization		10,065			10,167
Loss on early extinguishment of debt		3,221			—
Working capital changes		(22,877	)		(45,598	)
Capital expenditures		(7,432	)		(24,151	)
Net (repayments) borrowings under revolving credit agreements		(22,000	)		37,000
Repurchases of common stock		—			(27,427	)
Dividends paid		(10,054	)		(903	)
All other		4,906			1,934
Increase in cash and cash equivalents	$	22,376		$	611

NEWMARKET CORPORATION AND SUBSIDIARIES

NON-GAAP FINANCIAL INFORMATION

(In thousands, unaudited)

	Three Months Ended March 31
	2012			2011
Net Income	$	66,547		$	49,589
Add:
Interest and financing expenses		4,482			4,645
Income tax expense		32,256			23,778
Depreciation and amortization		10,065			10,167
EBITDA		113,350			88,179
Less Gain: Interest rate swap agreement		(1,735	)		(866	)
Plus Loss: Early Extinguishment of Debt		3,221			—
EBITDA, as adjusted	$	114,836		$	87,313

EX-99.2

EXHIBIT 99.2

NEWMARKET CORPORATION DECLARES QUARTERLY DIVIDEND

Richmond, VA, April 26, 2012 - The Board of Directors of NewMarket Corporation (NYSE:NEU) declared a quarterly dividend in the amount of 75 cents per share on the common stock of the Corporation. The dividend is payable July 2, 2012 to NewMarket shareholders of record at the close of business on June 15, 2012.

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 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 2011 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