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View Annual Report ABOUT THE COMPANY 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 additive components to custom-formulated chemical blends, the NewMarket family of companies provides the world with products and solutions to make fuels burn cleaner, engines run smoother, and machines last longer. FINANCIAL HIGHLIGHTS 2008 2007 (in thousands except per-share amounts) OPERATIONS: Earnings from continuing operations excluding special item ............ $ 73,227 $ 68,993 Special item income (a) ......................................... — 9,557 Discontinued operations (b) ..................................... — 16,771 Net income .................................................. $ 73,227 $ 95,321 PER DILUTED COMMON SHARE: (c) Earnings per share: Earnings from continuing operations excluding special item ........ $ 4.75 $ 4.07 Special item income (a) ..................................... — .56 Discontinued operations (b) ................................. — .99 Net income .................................................. $ 4.75 $ 5.62 Shares used to compute diluted earnings per share .................... 15,430 16,957 Shares outstanding at end of year ................................. 15,199 15,566 FINANCIAL POSITION AND OTHER DATA: Cash and cash equivalents ....................................... $ 21,761 $ 71,872 Total debt ................................................... $237,162 $157,797 Shareholders’ equity ........................................... $291,123 $317,007 Cash dividends declared per share ................................ $ 0.800 $ 0.575 EBITDA from continuing operations (a) ........................... $145,339 140,109 (a) The earnings for 2007 include a special income tax item. We have reported net income including the special item, as well as earnings from continuing operations excluding the special item and the related per-share amounts. Earnings and earnings per share from continuing operations, excluding the special item, are not financial measures required by, or calculated in accordance with, accounting principles generally accepted in the United States (GAAP). We have presented these non-GAAP financial measures with the most directly comparable GAAP financial measures and have reconciled them to such GAAP financial measures above. Our management believes this provides information about our operations and, in doing so, provides transparency to investors and enhances period-to-period comparability of performance. Our management further believes that this information enables the reader to have a clear understanding of the results of operations included in the GAAP financial statements. (b) Discontinued operations reflect the settlement of the arbitration actions and the resulting termination of the TEL marketing agreements with Innospec Inc. effective April 1, 2007. (c) Information on basic earnings per share is included in the Consolidated Statements of Income. [THIS PAGE INTENTIONALLY LEFT BLANK] To Our Shareholders: Once again, it is my pleasure to report to you that last year was another successful year for our company. This performance is especially rewarding given the extremely challenging economic environment we faced throughout 2008. The petroleum additives segment had another excellent year. Its operating profit was better than 2007 by effectively performing in two significantly different business environments during 2008. In the first three quarters, our plants operated at very high rates and raw material prices skyrocketed. Crude oil prices escalated from $70 to $140 per barrel and the commodity chemicals market was challenged by tightness of supply and rapidly escalating prices, which directly affected the cost of the materials we purchased. Our team worked effectively to meet the demands by maintaining uninterrupted supply to our customers and working with our customers to secure several price increases to recover the impact of multiple cost increases. Beginning in November, we experienced a dramatic decline in demand for our products. We believe that the sharp drop in crude oil pricing during the quarter and the impact of a slowing economy caused many of our customers to destock. Effectively, this destocking caused them to use their existing higher priced inventory in anticipation of future price declines. Once again, our team acted quickly to manage this business environment. We took steps to control spending, deferred capital projects, and adjusted our working capital levels through targeted inventory reductions. We believe we have taken appropriate actions needed at this time. We are fortunate to operate in a market where the products we manufacture are not discretionary as modern machinery requires the products our industry produces to function properly. We are confident that our company will perform well in the ultimate business environment that will exist after the destocking ends. Our project to build an office building for MeadWestvaco Corporation continued on schedule and within budget during the year. We remain excited about this project and the value it will bring to our shareholders, to MeadWestvaco, and to the community. We remain focused on using our cash flow to generate shareholder value. During 2008, we completed one small acquisition, repurchased $27 million of our stock, and paid quarterly dividends totaling 80 cents per share for the year. Acquisitions remain an area of high interest with our primary focus in the petroleum additives industry. We continue to be patient and intend to make the right acquisition for our company when the opportunity arises. Meanwhile, we believe we have many internal opportunities for growth in our core business, from both geographical and product line extensions. We enter 2009 with the realities of an uncertain economic environment. We are certain, however, that our team will manage whatever conditions we face in order to continue to deliver the goods and services that our customers have come to expect of us. This confidence is supported by the dedication and work-ethic of the employees of NewMarket. To them I say “Thank You” for another successful year as we look forward to many more to come. Sincerely, Thomas E. Gottwald President and CEO [THIS PAGE INTENTIONALLY LEFT BLANK] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-32190 NEWMARKET CORPORATION Incorporated pursuant to the Laws of the Commonwealth of Virginia Internal Revenue Service Employer Identification No. 20-0812170 330 South Fourth Street Richmond, Virginia 23219-4350 804-788-5000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered COMMON STOCK, without par value NEW YORK STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ‘ No È Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È Aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2008 (the last business day of the registrant’s most recently completed second fiscal quarter): $816,599,607* Number of shares of Common Stock outstanding as of January 31, 2009: 15,203,207 DOCUMENTS INCORPORATED BY REFERENCE Portions of NewMarket Corporation’s definitive Proxy Statement for its 2009 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 are incorporated by reference into Part III of this Annual Report on Form 10-K. * In determining this figure, an aggregate of 3,164,616 shares of Common Stock as beneficially owned by Bruce C. Gottwald and members of his immediate family have been excluded and treated as shares held by affiliates. See Item 12. The aggregate
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