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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2006

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



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NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|VIRGINIA                                                       |  | 20-0812170                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                           |  |           
|------------------------------------------ |  | ----------
|330 SOUTH FOURTH STREET RICHMOND, VIRGINIA |  | 23218-2189
|(Address of principal executive offices)   |  | (Zip Code)

Registrants telephone number, including area code - (804) 788-5000



---

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  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

Number of shares of common stock, without par value, outstanding as of April 30, 2006: 17,224,259.



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##### Table of Contents

NEWMARKET CORPORATION

INDEX



|                                                                                              |  |           
|--------------------------------------------------------------------------------------------- |  | ----------
|                                                                                              |  | PageNumber
|PART I.
FINANCIAL INFORMATION                                                                 |  |           
|                                                                                              | 
|ITEM 1.
Financial Statements (unaudited)                                                      |  |           
|                                                                                              | 
|Condensed Consolidated Statements of Income  Three Months Ended March 31, 2006 and 2005      |  | 3         
|                                                                                              | 
|Condensed Consolidated Balance Sheets  March 31, 2006 and December 31, 2005                  |  | 4         
|                                                                                              | 
|Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2006 and 2005  |  | 5         
|                                                                                              | 
|Notes to Condensed Consolidated Financial Statements                                          |  | 6 - 23    
|                                                                                              | 
|ITEM 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 24 - 32   
|                                                                                              | 
|ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk                            |  | 32        
|                                                                                              | 
|ITEM 4.
Controls and Procedures                                                               |  | 33        
|                                                                                              | 
|PART II.
OTHER INFORMATION                                                                    |  |           
|                                                                                              | 
|ITEM 1.
Legal Proceedings                                                                     |  | 34        
|                                                                                              | 
|ITEM 6.
Exhibits                                                                              |  | 34        
|                                                                                              | 
|SIGNATURES                                                                                    |  | 35        



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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)



|                                                        |  |                            |         |      |   |        
|------------------------------------------------------- |  | -------------------------- | ------- | ---- | - | -------
|                                                        |  | Three Months EndedMarch 31
|                                                        |  | 2006                       |         | 2005
|Net sales                                               |  | $                          | 301,950 |      | $ | 239,114
|Cost of goods sold                                      |  |                            | 237,946 |      |   | 196,001
|                                                        |  |                            |         |      |   |        
|Gross profit                                            |  |                            | 64,004  |      |   | 43,113 
|                                                        |  |                           
|Operating profit from TEL marketing agreements services |  |                            | 1,338   |      |   | 6,451  
|                                                        |  |                           
|Selling, general, and administrative expenses           |  |                            | 24,798  |      |   | 22,293 
|Research, development, and testing expenses             |  |                            | 16,566  |      |   | 16,280 
|                                                        |  |                            |         |      |   |        
|Operating profit                                        |  |                            | 23,978  |      |   | 10,991 
|                                                        |  |                           
|Interest and financing expenses                         |  |                            | 3,906   |      |   | 4,327  
|Other income, net                                       |  |                            | 597     |      |   | 240    
|                                                        |  |                            |         |      |   |        
|Income before income taxes                              |  |                            | 20,669  |      |   | 6,904  
|Income tax expense                                      |  |                            | 6,897   |      |   | 2,142  
|                                                        |  |                            |         |      |   |        
|Net income                                              |  | $                          | 13,772  |      | $ | 4,762  
|                                                        |  |                            |         |      |   |        
|Basic earnings per share                                |  | $                          | 0.80    |      | $ | 0.28   
|                                                        |  |                            |         |      |   |        
|Diluted earnings per share                              |  | $                          | 0.79    |      | $ | 0.28   
|                                                        |  |                            |         |      |   |        
|Shares used to compute basic earnings per share         |  |                            | 17,122  |      |   | 16,982 
|                                                        |  |                            |         |      |   |        
|Shares used to compute diluted earnings per share       |  |                            | 17,394  |      |   | 17,314 
|                                                        |  |                            |         |      |   |        
|Cash dividends declared per common share                |  | $                          | 0.125   |      | $ |       
|                                                        |  |                            |         |      |   |        

See accompanying notes to the condensed consolidated financial statements.



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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)



|                                                                                                        |  |              |         |   |                 |   |         |  
|------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | --------------- | - | ------- | -
|                                                                                                        |  | March 312006 |         |   | December 312005 |  
|ASSETS                                                                                                  |  |              |         |   |                 |   |         |  
|Current assets:                                                                                         |  |              |         |   |                 |   |         |  
|Cash and cash equivalents                                                                               |  | $            | 56,465  |   |                 | $ | 56,413  |  
|Restricted cash                                                                                         |  |              | 300     |   |                 |   | 1,419   |  
|Trade and other accounts receivable, less allowance for doubtful accounts ($983 - 2006; $1,045 - 2005)  |  |              | 174,072 |   |                 |   | 189,460 |  
|Inventories:                                                                                            |  |              |         |   |                 |   |         |  
|Finished goods                                                                                          |  |              | 131,952 |   |                 |   | 121,493 |  
|Raw materials                                                                                           |  |              | 28,667  |   |                 |   | 22,440  |  
|Stores, supplies and other                                                                              |  |              | 8,370   |   |                 |   | 8,066   |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|                                                                                                        |  |              | 168,989 |   |                 |   | 151,999 |  
|Deferred income taxes                                                                                   |  |              | 8,031   |   |                 |   | 9,289   |  
|Prepaid expenses                                                                                        |  |              | 8,718   |   |                 |   | 3,119   |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|Total current assets                                                                                    |  |              | 416,575 |   |                 |   | 411,699 |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|Property, plant and equipment, at cost                                                                  |  |              | 756,159 |   |                 |   | 764,945 |  
|Less accumulated depreciation and amortization                                                          |  |              | 602,479 |   |                 |   | 610,939 |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|Net property, plant and equipment                                                                       |  |              | 153,680 |   |                 |   | 154,006 |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|Prepaid pension cost                                                                                    |  |              | 17,268  |   |                 |   | 18,316  |  
|Deferred income taxes                                                                                   |  |              | 22,807  |   |                 |   | 23,157  |  
|Other assets and deferred charges                                                                       |  |              | 43,526  |   |                 |   | 44,480  |  
|Intangibles, net of amortization                                                                        |  |              | 48,761  |   |                 |   | 49,874  |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|Total assets                                                                                            |  | $            | 702,617 |   |                 | $ | 701,532 |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                    |  |              |         |   |                 |   |         |  
|Current liabilities:                                                                                    |  |              |         |   |                 |   |         |  
|Accounts payable                                                                                        |  | $            | 87,391  |   |                 | $ | 88,350  |  
|Accrued expenses                                                                                        |  |              | 51,285  |   |                 |   | 58,847  |  
|Dividends payable                                                                                       |  |              | 2,148   |   |                 |   | -       |  
|Book overdraft                                                                                          |  |              | 3,586   |   |                 |   | 4,222   |  
|Long-term debt, current portion                                                                         |  |              | 650     |   |                 |   | 640     |  
|Income taxes payable                                                                                    |  |              | 11,514  |   |                 |   | 14,728  |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|Total current liabilities                                                                               |  |              | 156,574 |   |                 |   | 166,787 |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|Long-term debt                                                                                          |  |              | 153,020 |   |                 |   | 153,189 |  
|Other noncurrent liabilities                                                                            |  |              | 113,691 |   |                 |   | 115,496 |  
|                                                                                                        |  |             
|Commitments and contingencies (Note 9)                                                                  |  |              |         |   |                 |   |         |  
|                                                                                                        |  |             
|Shareholders equity:                                                                                   |  |              |         |   |                 |   |         |  
|Common stock and paid-in capital (without par value) Issued - 17,188,109 in 2006 and 17,081,059 in 2005 |  |              | 86,200  |   |                 |   | 85,162  |  
|Accumulated other comprehensive loss                                                                    |  |              | (29,901 | ) |                 |   | (30,511 | )
|Retained earnings                                                                                       |  |              | 223,033 |   |                 |   | 211,409 |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|                                                                                                        |  |              | 279,332 |   |                 |   | 266,060 |  
|                                                                                                        |  |              |         |   |                 |   |         |  
|Total liabilities and shareholders equity                                                              |  | $            | 702,617 |   |                 | $ | 701,532 |  
|                                                                                                        |  |              |         |   |                 |   |         |  

See accompanying notes to the condensed consolidated financial statements.



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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                             |  |                            |         |   |      |   |         |  
|---------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ---- | - | ------- | -
|                                                                             |  | Three Months EndedMarch 31 |        
|                                                                             |  | 2006                       |         |   | 2005 |  
|Cash and cash equivalents at beginning of year                               |  | $                          | 56,413  |   |      | $ | 28,778  |  
|                                                                             |  |                            |         |   |      |   |         |  
|Cash flows from operating activities:                                        |  |                            |         |   |      |   |         |  
|Net income                                                                   |  |                            | 13,772  |   |      |   | 4,762   |  
|Adjustments to reconcile net income to cash flows from operating activities: |  |                            |         |   |      |   |         |  
|Depreciation and other amortization                                          |  |                            | 7,491   |   |      |   | 9,166   |  
|Amortization of deferred financing costs                                     |  |                            | 472     |   |      |   | 473     |  
|Noncash pension expense                                                      |  |                            | 3,344   |   |      |   | 3,282   |  
|Deferred income tax expense (benefit)                                        |  |                            | 1,289   |   |      |   | (389    | )
|Working capital changes                                                      |  |                            | (20,259 | ) |      |   | (20,396 | )
|Excess tax benefits from stock-based payment arrangements                    |  |                            | (576    | ) |      |   |        |  
|Cash pension contributions                                                   |  |                            | (3,399  | ) |      |   | (1,308  | )
|Proceeds from insurance settlement                                           |  |                            | 4,200   |   |      |   | 3,750   |  
|Long-term receivable - TEL marketing agreements                              |  |                            | 696     |   |      |   | (416    | )
|Other, net                                                                   |  |                            | (681    | ) |      |   | 2,540   |  
|                                                                             |  |                            |         |   |      |   |         |  
|Cash provided from operating activities                                      |  |                            | 6,349   |   |      |   | 1,464   |  
|                                                                             |  |                            |         |   |      |   |         |  
|Cash flows from investing activities:                                        |  |                            |         |   |      |   |         |  
|Capital expenditures                                                         |  |                            | (4,329  | ) |      |   | (3,193  | )
|Other, net                                                                   |  |                            |        |   |      |   | 57      |  
|                                                                             |  |                            |         |   |      |   |         |  
|Cash used in investing activities                                            |  |                            | (4,329  | ) |      |   | (3,136  | )
|                                                                             |  |                            |         |   |      |   |         |  
|Cash flows from financing activities:                                        |  |                            |         |   |      |   |         |  
|Net borrowings under revolving credit agreement                              |  |                            |        |   |      |   | 2,500   |  
|Dividends                                                                    |  |                            | (2,148  | ) |      |   |        |  
|Change in book overdraft                                                     |  |                            | (636    | ) |      |   | (2,281  | )
|Proceeds from exercise of stock options                                      |  |                            | 462     |   |      |   | 4       |  
|Excess tax benefits from stock-based payment arrangements                    |  |                            | 576     |   |      |   |        |  
|Decrease in capital lease                                                    |  |                            | (159    | ) |      |   | (149    | )
|                                                                             |  |                            |         |   |      |   |         |  
|Cash (used in) provided from financing activities                            |  |                            | (1,905  | ) |      |   | 74      |  
|                                                                             |  |                            |         |   |      |   |         |  
|Effect of foreign exchange on cash and cash equivalents                      |  |                            | (63     | ) |      |   | (1,800  | )
|                                                                             |  |                            |         |   |      |   |         |  
|Increase (decrease) in cash and cash equivalents                             |  |                            | 52      |   |      |   | (3,398  | )
|                                                                             |  |                            |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                   |  | $                          | 56,465  |   |      | $ | 25,380  |  
|                                                                             |  |                            |         |   |      |   |         |  

See accompanying notes to the condensed consolidated financial statements.



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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|1. | Financial Statement Presentation
|-- | --------------------------------

In the opinion of
management, the accompanying condensed consolidated financial statements of NewMarket Corporation and Subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of
March 31, 2006, as well as our consolidated results of operations for the three-months ended March 31, 2006 and 2005 and our consolidated cash flows for the three-months ended March 31, 2006 and 2005. The financial statements are
subject to normal year-end adjustments and do not include comprehensive footnotes. All adjustments are of a normal, recurring nature, unless otherwise disclosed. These financial statements should be read in conjunction with the consolidated
financial statements and related notes included in the NewMarket Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (2005 Annual Report), as filed with the Securities and Exchange Commission (SEC). The results of
operations for the three-month period ended March 31, 2006 are not necessarily indicative of the results to be expected for the full year. The December 31, 2005 condensed consolidated balance sheet data was derived from audited financial
statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Unless the context otherwise requires, all references to we, us, our, the Company and NewMarket are to NewMarket Corporation and its consolidated subsidiaries.

At both March 31, 2006 and December 31, 2005, we had a book overdraft for some of our disbursement cash accounts. A book overdraft represents
transactions that have not cleared the bank accounts at the end of the reporting period. We transfer cash on an as-needed basis to fund these items as they clear the bank in subsequent periods.



|2. | Asset Retirement Obligations
|-- | ----------------------------

The following table
illustrates the activity associated with our asset retirement obligations for the three-months ended March 31, 2006 and the year ended December 31, 2005. The asset retirement obligations are related primarily to our tetraethyl lead (TEL)
operations. We expense accretion in current operations. The current portion of our asset retirement obligations is included in accrued expenses on our balance sheet. The long-term portion of the obligation is included in other noncurrent liabilities
on our balance sheet.



|                                                 |  |                |        |   |                 |   |        |  
|------------------------------------------------ |  | -------------- | ------ | - | --------------- | - | ------ | -
|                                                 |  | March 312006   |        |   | December 312005 |  
|                                                 |  | (in thousands) |       
|Asset retirement obligation, beginning of period |  | $              | 10,386 |   |                 | $ | 10,268 |  
|Accretion expense                                |  |                | 178    |   |                 |   | 761    |  
|Liabilities incurred                             |  |                |       |   |                 |   | 675    |  
|Liabilities settled                              |  |                | (970   | ) |                 |   | (3,736 | )
|Changes in expected cash flows and timing        |  |                | (374   | ) |                 |   | 2,292  |  
|Foreign currency impact                          |  |                | 22     |   |                 |   | 126    |  
|                                                 |  |                |        |   |                 |   |        |  
|Asset retirement obligation, end of period       |  | $              | 9,242  |   |                 | $ | 10,386 |  
|                                                 |  |                |        |   |                 |   |        |  



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|3. | Stock-Based Compensation
|-- | ------------------------

On May 27, 2004, at
the Ethyl annual meeting, Ethyl shareholders approved the 2004 Incentive Compensation and Stock Plan (the Plan). In connection with the holding company formation, NewMarket assumed all of Ethyls rights, liabilities, and obligations under the
Plan. Any employee of our company or an affiliate or a person who is a member of our board of directors or the board of directors of an affiliate is eligible to participate in the Plan if the Bonus, Salary and Stock Option Committee of our Board of
Directors (the Administrator), in its sole discretion, determines that such person has contributed significantly or can be expected to contribute significantly to the profits or growth of our company or its affiliates (each, a participant). Under
the terms of the Plan, we may grant a participant stock awards, incentive awards, or options, which may be either incentive stock options or nonqualified stock options. Stock options entitle the participant to purchase a specified number of shares
of our common stock at a price that is fixed by the Administrator at the time the option is granted; provided, however, that the price cannot be less than the shares fair market value on the date of grant. The maximum period in which an option
may be exercised is fixed by the Administrator at the time the option is granted but, in the case of an incentive stock option, cannot exceed ten years. The Plan also permits the award of stock appreciation rights (SARs), which may only be granted
with a related option, stock awards, and incentive awards.

The maximum aggregate number of shares of our common stock that may be issued
under the Plan is 1,500,000. No participant may be granted or awarded in any calendar year options or SARs covering more than 200,000 shares of our common stock in the aggregate. For purposes of this limitation and the individual limitation on the
grant of options, an option and corresponding SAR are treated as a single award.

Some previously granted options become exercisable when
the market price of our common stock reaches specified levels or when our earnings meet designated objectives. Other options become exercisable over a stated period of time. These previously granted outstanding options were awarded under
Ethyls 1982 Stock Option Plan, which terminated in March 2004, and pursuant to which no further options may be granted.

A summary of
NewMarkets stock option plan is presented below in whole shares.



|                               |  |          |   |  |                               |       |                                                   |      |                                         |   |      
|------------------------------ |  | -------- | - |  | ----------------------------- | ----- | ------------------------------------------------- | ---- | --------------------------------------- | - | -----
|                               |  | Shares   |   |  | Weighted-AverageExercisePrice |       | Weighted-AverageRemainingContractualTerm in Years |      | Aggregate Intrinsic Value (inthousands)
|Outstanding at January 1, 2006 |  | 379,200  |   |  | $                             | 9.63  |                                                   |      |                                         |   |      
|Exercised                      |  | (106,550 | ) |  |                               | 4.35  |                                                   |      |                                         | $ | 3,256
|                               |  |          |   |  |                               |       |                                                   |      |                                         |   |      
|Outstanding at March 31, 2006  |  | 272,650  |   |  | $                             | 11.69 |                                                   | 4.70 |                                         | $ | 9,788
|                               |  |          |   |  |                               |       |                                                   |      |                                         |   |      
|Exercisable at March 31, 2006  |  | 222,650  |   |  |                               | 4.35  |                                                   | 5.59 |                                         | $ | 9,627
|                               |  |          |   |  |                               |       |                                                   |      |                                         |   |      

We have 50,000 options outstanding at $44.375 with stock appreciation rights attached. At
March 31, 2006, none of these options are vested or exercisable. These options will become 100% vested



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and exercisable on November 13, 2006 and will expire on December 13, 2006. We also have 222,650
options outstanding at $4.35. These options are fully vested and exercisable at March 31, 2006 and do not have any associated stock appreciation rights. All but 20,000 of the $4.35 options will expire on September 28, 2011. The remaining
20,000 options will expire on October 10, 2012.

On January 1, 2006, we adopted Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment (SFAS 123R), using the modified prospective application. SFAS 123R requires that the cost from share-based payment transactions be recognized in the financial statements and be determined
using a fair-value-based measurement method. We use an option-pricing model similar to Black-Scholes to estimate the fair-value of options. This standard primarily applies to all awards granted or modified after January 1, 2006, as well as
non-vested awards.

We have neither granted nor modified any awards since January 1, 2006. We have recorded no compensation costs
during the three-months ended March 31, 2006 related to our stock options. We have recognized a tax benefit of $576 thousand related to the $4.35 options. Due to a significant increase in the trading price of our common stock during the last
four days of the first quarter 2006, there was approximately $350 thousand of unrecognized compensation cost at March 31, 2006 related to the $44.375 options. We expect to recognize the cost over the next 8.5 months.

Prior to adoption of SFAS 123R, we accounted for our stock-based compensation plan using the intrinsic-value method. Under this method, we did not record
compensation cost for stock options unless the quoted market price of the stock at grant date or other measurement date exceeded the amount the employee must pay to exercise the stock option. Compensation cost for restricted stock grants, if issued,
was recognized over the vesting period. The following table illustrates the effect on net income and earnings per share as if we had applied the fair-value method of accounting for the stock-based compensation plan during the three-months ended
March 31, 2005.



|                                                                                                                              |  |                                         |       |  
|----------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ----- | -
|                                                                                                                              |  | Three Months EndedMarch 31, 2005        |      
|                                                                                                                              |  | (in thousands, exceptper share amounts) |      
|Net income, as reported                                                                                                       |  | $                                       | 4,762 |  
|Less: Total stock-based employee compensation expense determined under the fair-value based method, net of related tax effect |  |                                         | (23   | )
|                                                                                                                              |  |                                         |       |  
|Net income, pro forma                                                                                                         |  | $                                       | 4,739 |  
|                                                                                                                              |  |                                         |       |  
|Earnings per share:                                                                                                           |  |                                         |       |  
|Basic, as reported                                                                                                            |  | $                                       | 0.28  |  
|                                                                                                                              |  |                                         |       |  
|Basic, pro forma                                                                                                              |  | $                                       | 0.28  |  
|                                                                                                                              |  |                                         |       |  
|Diluted, as reported                                                                                                          |  | $                                       | 0.28  |  
|                                                                                                                              |  |                                         |       |  
|Diluted, pro forma                                                                                                            |  | $                                       | 0.27  |  
|                                                                                                                              |  |                                         |       |  



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|4. | Segment Information
|-- | -------------------

The tables below show our
consolidated net sales by segment, operating profit by segment, including a reconciliation to income before income taxes, and depreciation and amortization by segment.



|                                              |  |                            |       |   |      |   |       |  
|--------------------------------------------- |  | -------------------------- | ----- | - | ---- | - | ----- | -
|Net Sales by Segment                          | 
|                                              | 
|                                              |  | Three Months EndedMarch 31 |      
|                                              |  | 2006                       |       |   | 2005 |  
|                                              |  | (in millions)              |      
|Petroleum additives                           |  | $                          | 299.5 |   |      | $ | 237.1 |  
|Tetraethyl lead                               |  |                            | 2.4   |   |      |   | 2.0   |  
|                                              |  |                            |       |   |      |   |       |  
|Consolidated net sales                        |  | $                          | 301.9 |   |      | $ | 239.1 |  
|                                              |  |                            |       |   |      |   |       |  
|                                             
|Segment Operating Profit                      | 
|                                              | 
|                                              |  | Three Months EndedMarch 31 |      
|                                              |  | 2006                       |       |   | 2005 |  
|                                              |  | (in millions)              |      
|Petroleum additives                           |  | $                          | 25.7  |   |      | $ | 9.1   |  
|Tetraethyl lead                               |  |                            | 0.2   |   |      |   | 4.3   |  
|Contract manufacturing and other              |  |                            | 1.1   |   |      |   | 0.7   |  
|                                              |  |                            |       |   |      |   |       |  
|Segment operating profit                      |  |                            | 27.0  |   |      |   | 14.1  |  
|Corporate, general and administrative expense |  |                            | (3.0  | ) |      |   | (2.8  | )
|Interest expense                              |  |                            | (3.9  | ) |      |   | (4.3  | )
|Other income (expense), net                   |  |                            | 0.6   |   |      |   | (0.1  | )
|                                              |  |                            |       |   |      |   |       |  
|Income before income taxes                    |  | $                          | 20.7  |   |      | $ | 6.9   |  
|                                              |  |                            |       |   |      |   |       |  

Certain prior period amounts have been reclassified to conform to the current presentation.
There was no impact on net income in any period.



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Depreciation and Amortization



|                                    |  |                            |     |      |   |    
|----------------------------------- |  | -------------------------- | --- | ---- | - | ---
|                                    |  | Three Months EndedMarch 31
|                                    |  | 2006                       |     | 2005
|                                    |  | (in millions)             
|Petroleum additives                 |  | $                          | 5.8 |      | $ | 7.1
|Tetraethyl lead                     |  |                            | 1.4 |      |   | 1.7
|Other long-lived assets             |  |                            | 0.3 |      |   | 0.4
|                                    |  |                            |     |      |   |    
|Total depreciation and amortization |  | $                          | 7.5 |      | $ | 9.2
|                                    |  |                            |     |      |   |    



|5. | Pension and Postretirement Plans
|-- | --------------------------------

During the first
three months of 2006, we made contributions of approximately $1.8 million for domestic pension plans and approximately $600 thousand for domestic postretirement plans. We expect to make total contributions in 2006 of approximately $7 million for our
domestic pension plans and approximately $2 million for our domestic postretirement plans.

We made contributions of approximately $1.6
million for our foreign pension plans and approximately $25 thousand for a foreign postretirement plan during the first three months of 2006. During 2006, we expect to make total contributions of approximately $6 million to our foreign pension plans
and $100 thousand to our foreign postretirement plan.

The tables below present information on periodic benefit cost for our domestic and
foreign pension and postretirement plans.



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##### Table of Contents

|                                   |  |                             |        |   |                         |   |        |      |  |   |      |   |  |   |      |  
|---------------------------------- |  | --------------------------- | ------ | - | ----------------------- | - | ------ | ---- |  | - | ---- | - |  | - | ---- | -
|                                   |  | Domestic                    |       
|                                   |  | Pension Benefits            |        |   | Postretirement Benefits |  
|                                   |  | Three Months Ended March 31 |       
|                                   |  | 2006                        |        |   | 2005                    |   |        | 2006 |  |   | 2005 |  
|                                   |  | (in thousands)              |       
|Service cost                       |  | $                           | 1,433  |   |                         | $ | 1,368  |      |  | $ | 410  |   |  | $ | 340  |  
|Interest cost                      |  |                             | 1,557  |   |                         |   | 1,476  |      |  |   | 958  |   |  |   | 936  |  
|Expected return on plan assets     |  |                             | (1,564 | ) |                         |   | (1,496 | )    |  |   | (471 | ) |  |   | (485 | )
|Amortization of prior service cost |  |                             | 114    |   |                         |   | 200    |      |  |   | (5   | ) |  |   | (7   | )
|Amortization of net loss           |  |                             | 650    |   |                         |   | 506    |      |  |   |     |   |  |   |     |  
|                                   |  |                             |        |   |                         |   |        |      |  |   |      |   |  |   |      |  
|                                   |  | $                           | 2,190  |   |                         | $ | 2,054  |      |  | $ | 892  |   |  | $ | 784  |  
|                                   |  |                             |        |   |                         |   |        |      |  |   |      |   |  |   |      |  



|                                   |  |                             |       |   |                        |   |       |      |  |   |   
|---------------------------------- |  | --------------------------- | ----- | - | ---------------------- | - | ----- | ---- |  | - | --
|                                   |  | Foreign                    
|                                   |  | Pension Benefits            |       |   | PostretirementBenefits
|                                   |  | Three Months Ended March 31
|                                   |  | 2006                        |       |   | 2005                   |   |       | 2006
|                                   |  | (in thousands)             
|Service cost                       |  | $                           | 637   |   |                        | $ | 541   |      |  | $ | 4 
|Interest cost                      |  |                             | 1,036 |   |                        |   | 1,113 |      |  |   | 28
|Expected return on plan assets     |  |                             | (947  | ) |                        |   | (889  | )    |  |   |  
|Amortization of prior service cost |  |                             | 76    |   |                        |   | 82    |      |  |   |  
|Amortization of transition asset   |  |                             | (9    | ) |                        |   | (12   | )    |  |   | 16
|Amortization of net loss           |  |                             | 361   |   |                        |   | 393   |      |  |   | 13
|                                   |  |                             |       |   |                        |   |       |      |  |   |   
|                                   |  | $                           | 1,154 |   |                        | $ | 1,228 |      |  | $ | 61
|                                   |  |                             |       |   |                        |   |       |      |  |   |   



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|6. | Earnings Per Share
|-- | ------------------

Basic and diluted earnings per
share are calculated as shown in the table below. Options are not included in the computation of diluted earnings per share when the option exercise price exceeds the average market price of the common stock. At both March 31, 2006 and
March 31, 2005, there were outstanding options to purchase 50,000 shares of NewMarket common stock at $44.375 per share. These options were not included in the computation of diluted earnings per share for any period due to their anti-dilutive
impact.



|                                                     |  |                                         |        |      |   |       
|---------------------------------------------------- |  | --------------------------------------- | ------ | ---- | - | ------
|                                                     |  | Three Months EndedMarch 31             
|                                                     |  | 2006                                    |        | 2005
|                                                     |  | (in thousands, except pershare amounts)
|Basic earnings per share                             |  |                                         |        |      |   |       
|Numerator:                                           |  |                                         |        |      |   |       
|Income from continuing operations, as reported       |  | $                                       | 13,772 |      | $ | 4,762 
|                                                     |  |                                         |        |      |   |       
|Denominator:                                         |  |                                         |        |      |   |       
|Average number of shares of common stock outstanding |  |                                         | 17,122 |      |   | 16,982
|                                                     |  |                                         |        |      |   |       
|Basic earnings per share                             |  | $                                       | .80    |      | $ | .28   
|                                                     |  |                                         |        |      |   |       
|Diluted earnings per share                           |  |                                         |        |      |   |       
|Numerator:                                           |  |                                         |        |      |   |       
|Income from continuing operations, as reported       |  | $                                       | 13,772 |      | $ | 4,762 
|                                                     |  |                                         |        |      |   |       
|Denominator:                                         |  |                                         |        |      |   |       
|Average number of shares of common stock outstanding |  |                                         | 17,122 |      |   | 16,982
|                                                     |  |                                        
|Shares issuable upon exercise of stock options       |  |                                         | 272    |      |   | 332   
|                                                     |  |                                         |        |      |   |       
|Total shares                                         |  |                                         | 17,394 |      |   | 17,314
|                                                     |  |                                         |        |      |   |       
|Diluted earnings per share                           |  | $                                       | .79    |      | $ | .28   
|                                                     |  |                                         |        |      |   |       



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|7. | Intangibles, net of amortization
|-- | --------------------------------

The following
table provides certain information related to our intangible assets.



|                                                             |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|------------------------------------------------------------ |  | ------------------------ | ------- | ----------------------- | - | ------------------- |  | ----------------------- | ------- |  | - | ------
|                                                             |  | March 31, 2006           |         | December 31, 2005      
|                                                             |  | Identifiable Intangibles
|                                                             |  | GrossCarryingAmount      |         | AccumulatedAmortization |   | GrossCarryingAmount |  | AccumulatedAmortization
|                                                             |  | (in thousands)          
|Amortizing intangible assets                                 |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|Formulas                                                     |  | $                        | 85,910  |                         | $ | 41,037              |  | $                       | 85,910  |  | $ | 39,905
|Contracts                                                    |  |                          | 40,873  |                         |   | 40,873              |  |                         | 40,873  |  |   | 40,873
|                                                             |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|                                                             |  | $                        | 126,783 |                         | $ | 81,910              |  | $                       | 126,783 |  | $ | 80,778
|                                                             |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|Nonamortizing intangible assets: minimum pension liabilities |  | $                        | 3,888   |                         |   |                     |  | $                       | 3,869   |  |   |       
|                                                             |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|Aggregate amortization expense                               |  |                          |         |                         | $ | 1,132               |  |                         |         |  | $ | 5,364 
|                                                             |  |                          |         |                         |   |                     |  |                         |         |  |   |       

Estimated annual amortization expense related to our intangible assets for the next five years is
expected to be: (in thousands)



|          |  |           
|--------- |  | ----------
|    2006 |  | $    4,524
|          | 
|    2007 |  | $    4,524
|          | 
|    2008 |  | $    4,524
|          | 
|    2009 |  | $    4,524
|          | 
|    2010 |  | $    4,524

We amortize the cost of intangible assets by the straight-line method, over their economic lives.
We generally amortize contracts over five years to ten years. Our contracts are now fully amortized. We generally amortize formulas over 20 years.



|8. | Long-term Debt
|-- | --------------

Long-term debt consisted of the
following:



|                                     |  |                |         |   |                 |   |         |  
|------------------------------------ |  | -------------- | ------- | - | --------------- | - | ------- | -
|                                     |  | March 312006   |         |   | December 312005 |  
|                                     |  | (in thousands) |        
|Senior notes                         |  | $              | 150,000 |   |                 | $ | 150,000 |  
|Capital lease obligations            |  |                | 3,670   |   |                 |   | 3,829   |  
|                                     |  |                |         |   |                 |   |         |  
|                                     |  |                | 153,670 |   |                 |   | 153,829 |  
|Current maturities of long-term debt |  |                | (650    | ) |                 |   | (640    | )
|                                     |  |                |         |   |                 |   |         |  
|                                     |  | $              | 153,020 |   |                 | $ | 153,189 |  
|                                     |  |                |         |   |                 |   |         |  



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Senior Notes- On April 30, 2003, Ethyl Corporation (Ethyl) sold senior notes
in the aggregate principal amount of $150 million that bear interest at a fixed rate of 8.875% and are due in 2010. The senior notes are callable on or after May 1, 2007.

The senior notes are our senior unsecured obligations and are jointly and severally guaranteed on an unsecured basis by all of our existing and future
wholly-owned domestic restricted subsidiaries and certain of our existing wholly-owned foreign subsidiaries. We incurred financing costs of approximately $5 million related to the senior notes, which are being amortized over seven years.

In connection with the holding company formation, NewMarket assumed all of Ethyls rights, liabilities and obligations under the senior notes,
effective June 18, 2004.

The senior notes and the subsidiary guarantees rank:



| |  | effectively junior to all of our and the guarantors existing and future secured indebtedness, including any borrowings under the senior credit facility described below;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | equal in right of payment with any of our and the guarantors existing and future unsecured senior indebtedness; and
| | - | --------------------------------------------------------------------------------------------------------------------



| |  | senior in right of payment to any of our and the guarantors existing and future subordinated indebtedness.
| | - | -----------------------------------------------------------------------------------------------------------

The indenture governing the senior notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:



| |  | incur additional indebtedness;
| | - | ------------------------------



| |  | create liens;
| | - | -------------



| |  | pay dividends or repurchase capital stock;
| | - | ------------------------------------------



| |  | make certain investments;
| | - | -------------------------



| |  | sell assets or consolidate or merge with or into other companies; and
| | - | ---------------------------------------------------------------------



| |  | engage in transactions with affiliates.
| | - | ---------------------------------------

We were in
compliance with these covenants as of both March 31, 2006 and December 31, 2005.

Senior Credit Facility
- On April 30, 2003, we entered into a long-term debt structure for Ethyl. The debt structure included the senior notes discussed above and a senior credit facility with a bank term loan and a revolving credit facility.

On June 18, 2004, prior to the completion of the holding company formation, Ethyl entered into an Amended and Restated Credit Agreement, which
consists of a $100 million revolving credit facility. This agreement amended and restated the credit agreement that Ethyl had entered into on April 30, 2003. Effective with the completion of the holding company formation, NewMarket assumed all
of Ethyls rights and obligations under the Amended and Restated Credit Agreement pursuant to the First Amendment thereto. We incurred additional financing costs of approximately $1 million, which resulted in total deferred financing costs of
approximately $6 million related to the amended and restated credit facility. These costs are being amortized over five years.



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The $100 million revolving credit facility is for working capital and other general corporate purposes
for NewMarket and our subsidiaries and includes a sub-facility for letters of credit. Borrowings bear interest, at our election, at either a base rate plus a margin (50 basis points as of March 31, 2006) or LIBOR plus a margin (200 basis points
as of March 31, 2006). The revolving credit facility matures on June 18, 2009. There were no borrowings outstanding at March 31, 2006 under the revolving credit facility. At March 31, 2006, we had outstanding letters of credit of
$2.7 million, resulting in the unused portion of the revolver amounting to $97.3 million.

The revolving credit facility is secured by liens
on substantially all of our U.S. assets. In addition, the credit facility is guaranteed by our U.S. subsidiaries and certain foreign subsidiaries to the extent that such guarantees would not result in adverse tax consequences.

The credit agreement contains covenants, representations, and events of default that management considers typical of a credit agreement of this nature.
The financial covenants include:



| |  | minimum consolidated net worth;
| | - | -------------------------------



| |  | a minimum fixed charge coverage ratio;
| | - | --------------------------------------



| |  | a maximum leverage ratio;
| | - | -------------------------



| |  | a maximum senior secured leverage ratio; and
| | - | --------------------------------------------



| |  | restrictions on the payment of dividends or repurchases of capital stock.
| | - | -------------------------------------------------------------------------

We were in compliance with these covenants as of both March 31, 2006 and December 31, 2005.



|9. | Contractual Commitments and Contingencies
|-- | -----------------------------------------

There
have been no significant changes in our contractual commitments from those reported in our 2005 Annual Report.

We are involved in legal
proceedings that are incidental to our business and include administrative or judicial actions seeking remediation under environmental laws, such as Superfund.

These proceedings include certain product liability cases. The only product liability case of potential consequence in which we are involved is TEL-related. In that case, Ethyl was served as a defendant in a
case filed in the Circuit Court for Baltimore City, Maryland, in September 1999. Smith, et al. v. Lead Industries Association, Inc., et al., alleged personal injuries for seven children from lead exposure arising from lead paint and dust from
tailpipe emissions due to leaded gasoline. The court dismissed Ethyl and some other defendants from the case in February 2002 and granted summary judgment to other defendants in November 2002. The plaintiffs appealed both decisions, but
did not appeal the dismissal of Ethyl as a defendant. After the Court of Appeals of Maryland dismissed the appeal and remanded the case to the trial court, the trial court entered orders severing certain claims, and the plaintiffs have again
appealed the dismissal of the severed claims. If such claims are further pursued against Ethyl, we believe Ethyl has strong defenses and will vigorously defend any such claims.



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In December 2005, Afton Chemical Corporation (Afton) was sued by a competitor, Infineum International
Ltd. and Infineum USA L.P., in federal court in Delaware. The suit alleges patent infringement of one patent in connection with some lubricant additive packages. Afton believes it has strong defenses and intends to vigorously defend the
lawsuit.

Our accruals for environmental remediation were approximately $22 million at March 31, 2006 and $23 million at
December 31, 2005. In addition to the accruals for environmental remediation, we also have accruals for dismantling and decommissioning costs of approximately $7 million at both March 31, 2006 and December 31, 2005.



|10. | Comprehensive Income and Accumulated Other Comprehensive Loss
|--- | -------------------------------------------------------------

The components of comprehensive income consist of the following:



|                                                |  |                            |        |      |   |        |  
|----------------------------------------------- |  | -------------------------- | ------ | ---- | - | ------ | -
|                                                |  | Three Months EndedMarch 31 |       
|                                                |  | 2006                       |        | 2005 |  
|                                                |  | (in thousands)             |       
|Net income                                      |  | $                          | 13,772 |      | $ | 4,762  |  
|Other comprehensive income (loss), net of tax   |  |                            |        |      |   |        |  
|Unrealized loss on marketable equity securities |  |                            |       |      |   | (99    | )
|Unrealized gain on derivative instruments       |  |                            |       |      |   | 871    |  
|Foreign currency translation adjustments        |  |                            | 610    |      |   | (1,897 | )
|                                                |  |                            |        |      |   |        |  
|Other comprehensive income (loss)               |  |                            | 610    |      |   | (1,125 | )
|                                                |  |                            |        |      |   |        |  
|Comprehensive income                            |  | $                          | 14,382 |      | $ | 3,637  |  
|                                                |  |                            |        |      |   |        |  

The components of accumulated other comprehensive loss consist of the following:



|                                                |  |                |         |   |                 |   |         |  
|----------------------------------------------- |  | -------------- | ------- | - | --------------- | - | ------- | -
|                                                |  | March 312006   |         |   | December 312005 |  
|                                                |  | (in thousands) |        
|Unrealized gain on marketable equity securities |  | $              | 19      |   |                 | $ | 19      |  
|Minimum pension liability adjustment            |  |                | (18,313 | ) |                 |   | (18,313 | )
|Foreign currency translation adjustments        |  |                | (11,607 | ) |                 |   | (12,217 | )
|                                                |  |                |         |   |                 |   |         |  
|Accumulated other comprehensive loss            |  | $              | (29,901 | ) |                 | $ | (30,511 | )
|                                                |  |                |         |   |                 |   |         |  



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|11. | Recently Issued Accounting Pronouncements
|--- | -----------------------------------------

In
September 2005, Emerging Issues Task Force (EITF) 04-13, Accounting for Purchases and Sales of Inventory with the Same Counterparty was issued. The EITF addressed the circumstances under which inventory purchase and sales transactions
with the same counterparty should be considered a single exchange transaction, as well as the circumstances under which nonmonetary exchanges of inventory within the same line of business should be recognized at fair value. The EITF is effective for
the first interim or annual period beginning after March 15, 2006. We do not expect this EITF to have a material impact on our financial statements.



|12. | Consolidating Financial Information
|--- | -----------------------------------

The 8.875%
senior notes due 2010 are fully and unconditionally guaranteed by certain of our subsidiaries (Guarantor Subsidiaries) on a joint and several unsecured senior basis. The Guarantor Subsidiaries include all of our existing and future wholly-owned
domestic restricted subsidiaries and certain of our existing wholly-owned foreign subsidiaries. The Guarantor Subsidiaries and the subsidiaries that do not guarantee the senior notes (the Non-Guarantor Subsidiaries) are wholly owned by NewMarket
Corporation (the Parent Company). The Guarantor Subsidiaries consist of the following:



|                                   |  |                                          
|---------------------------------- |  | -----------------------------------------
|Domestic Subsidiaries              |  |                                          
|Ethyl Corporation                  |  | Afton Chemical Corporation               
|Ethyl Asia Pacific LLC             |  | Afton Chemical Asia Pacific LLC          
|Ethyl Canada Holdings, Inc.        |  | Afton Chemical Canada Holdings, Inc.     
|Ethyl Export Corporation           |  | Afton Chemical Japan Holdings, Inc.      
|Ethyl Interamerica Corporation     |  | Afton Chemical Additives Corporation     
|Ethyl Ventures, Inc.               |  | NewMarket Services Corporation           
|Interamerica Terminals Corporation |  | The Edwin Cooper Corporation             
|Afton Chemical Intangibles LLC     |  | Old Town LLC                             
|                                   | 
|Foreign Subsidiaries               |  |                                          
|Ethyl Europe S.P.R.L.              |  | Afton Chemical S.P.R.L.                  
|Ethyl Administration GmbH          |  | Afton Chemical Industria de Aditivos Ltda
|Ethyl Services GmbH                |  |                                          

We conduct all of our business and derive all of our income from our subsidiaries. Therefore, our
ability to make payments on the senior notes or other obligations is dependent on the earnings and the distribution of funds from our subsidiaries. There are no restrictions on the ability of any of our domestic subsidiaries to transfer funds to the
Parent Company. We are currently able to transfer funds from our foreign subsidiaries, although certain conditions may arise occasionally that may restrict these transfers.

The following sets forth the consolidating statements of income for the three months ended March 31, 2006 and 2005, consolidating balance sheets as
of March 31, 2006 and December 31, 2005, and condensed consolidating statements of cash flows for the three months ended March 31, 2006 and 2005 for the Parent Company, the Guarantor Subsidiaries and Non-Guarantor Subsidiaries. The
financial information is based on our understanding of the SECs interpretation and application of Rule 3-10 of SEC Regulation S-X.

The financial information may not necessarily be indicative of the results of operations or financial position had the Guarantor Subsidiaries or Non-Guarantor Subsidiaries operated as independent entities. The Parent Company accounts for
investments in these subsidiaries using the equity method.



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NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Three Months Ended March 31, 2006

(in thousands)



|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        
|----------------------------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------- | ------------------------- |  | - | ----------------------------- | - |  | ------------ | ------- | - |  | - | -------
|                                                                        |  | Parent |        |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated
|Net sales                                                               |  | $      |       |   |                       | $ | 232,950 |                           |  | $ | 146,368                       |   |  | $            | (77,368 | ) |  | $ | 301,950
|Cost of goods sold                                                      |  |        |       |   |                       |   | 184,216 |                           |  |   | 130,031                       |   |  |              | (76,301 | ) |  |   | 237,946
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        
|Gross profit                                                            |  |        |       |   |                       |   | 48,734  |                           |  |   | 16,337                        |   |  |              | (1,067  | ) |  |   | 64,004 
|                                                                        |  |        |        |   |                      
|Operating profit from TEL marketing agreements services                 |  |        |       |   |                       |   | (1,381  | )                         |  |   | 2,719                         |   |  |              |        |   |  |   | 1,338  
|Intercompany service fee income (expense) from TEL marketing agreements |  |        |       |   |                       |   | 2,689   |                           |  |   | (2,689                        | ) |  |              |        |   |  |   |       
|                                                                        |  |        |        |   |                      
|Selling, general, and administrative expenses                           |  |        | 911    |   |                       |   | 17,749  |                           |  |   | 6,138                         |   |  |              |        |   |  |   | 24,798 
|Research, development, and testing expenses                             |  |        |       |   |                       |   | 12,902  |                           |  |   | 3,664                         |   |  |              |        |   |  |   | 16,566 
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        
|Operating (loss) profit                                                 |  |        | (911   | ) |                       |   | 19,391  |                           |  |   | 6,565                         |   |  |              | (1,067  | ) |  |   | 23,978 
|                                                                        |  |        |        |   |                      
|Interest and financing expenses                                         |  |        | 3,891  |   |                       |   | 15      |                           |  |   |                              |   |  |              |        |   |  |   | 3,906  
|Other income, net                                                       |  |        | 243    |   |                       |   | 68      |                           |  |   | 286                           |   |  |              |        |   |  |   | 597    
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        
|(Loss) income before income taxes and equity income of subsidiaries     |  |        | (4,559 | ) |                       |   | 19,444  |                           |  |   | 6,851                         |   |  |              | (1,067  | ) |  |   | 20,669 
|Income tax (benefit) expense                                            |  |        | (1,594 | ) |                       |   | 6,777   |                           |  |   | 2,117                         |   |  |              | (403    | ) |  |   | 6,897  
|Equity income of subsidiaries                                           |  |        | 16,737 |   |                       |   |        |                           |  |   |                              |   |  |              | (16,737 | ) |  |   |       
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        
|Net income                                                              |  | $      | 13,772 |   |                       | $ | 12,667  |                           |  | $ | 4,734                         |   |  | $            | (17,401 | ) |  | $ | 13,772 
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        



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NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Three Months Ended March 31, 2005

(in thousands)



|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        
|----------------------------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------------------------- |  | - | ----------------------------- | - |  | ------------ | ------- | - |  | - | -------
|                                                                        |  | Parent |        |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated
|Net sales                                                               |  | $      |       |   |                       | $ | 173,890                   |  | $ | 122,121                       |   |  | $            | (56,897 | ) |  | $ | 239,114
|Cost of goods sold                                                      |  |        | 347    |   |                       |   | 152,063                   |  |   | 100,070                       |   |  |              | (56,479 | ) |  |   | 196,001
|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        
|Gross (loss) profit                                                     |  |        | (347   | ) |                       |   | 21,827                    |  |   | 22,051                        |   |  |              | (418    | ) |  |   | 43,113 
|                                                                        |  |        |        |   |                      
|Operating profit from TEL marketing agreements services                 |  |        |       |   |                       |   | 2,245                     |  |   | 4,206                         |   |  |              |        |   |  |   | 6,451  
|Intercompany service fee income (expense) from TEL marketing agreements |  |        |       |   |                       |   | 4,007                     |  |   | (4,007                        | ) |  |              |        |   |  |   |       
|                                                                        |  |        |        |   |                      
|Selling, general, and administrative expenses                           |  |        | 1,769  |   |                       |   | 9,902                     |  |   | 10,622                        |   |  |              |        |   |  |   | 22,293 
|Research, development, and testing expenses                             |  |        |       |   |                       |   | 12,507                    |  |   | 3,773                         |   |  |              |        |   |  |   | 16,280 
|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        
|Operating (loss) profit                                                 |  |        | (2,116 | ) |                       |   | 5,670                     |  |   | 7,855                         |   |  |              | (418    | ) |  |   | 10,991 
|Interest and financing expenses                                         |  |        | 4,279  |   |                       |   | 48                        |  |   |                              |   |  |              |        |   |  |   | 4,327  
|Other income, net                                                       |  |        | 152    |   |                       |   | 56                        |  |   | 32                            |   |  |              |        |   |  |   | 240    
|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        
|(Loss) income before income taxes and equity income of subsidiaries     |  |        | (6,243 | ) |                       |   | 5,678                     |  |   | 7,887                         |   |  |              | (418    | ) |  |   | 6,904  
|Income tax (benefit) expense                                            |  |        | (2,704 | ) |                       |   | 1,756                     |  |   | 3,248                         |   |  |              | (158    | ) |  |   | 2,142  
|Equity income of subsidiaries                                           |  |        | 8,301  |   |                       |   |                          |  |   |                              |   |  |              | (8,301  | ) |  |   |       
|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        
|Net income                                                              |  | $      | 4,762  |   |                       | $ | 3,922                     |  | $ | 4,639                         |   |  | $            | (8,561  | ) |  | $ | 4,762  
|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        



19



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##### Table of Contents

NewMarket Corporation and Subsidiaries

Consolidating Balance Sheets

March 31, 2006

(in thousands)



|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|-------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------------------------ | - |  | ------------ | -------- | - |  | - | ------- | -
|                                             |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Total ConsolidatingAdjustments |   |  | Consolidated |         
|ASSETS                                       |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Cash and cash equivalents                    |  | $      | 32,029  |   |                       | $ | 8,270   |                           |  | $ | 16,166                         |   |  | $            |         |   |  | $ | 56,465  |  
|Restricted cash                              |  |        | 300     |   |                       |   |        |                           |  |   |                               |   |  |              |         |   |  |   | 300     |  
|Trade and other accounts receivable, net     |  |        | 2,836   |   |                       |   | 86,630  |                           |  |   | 84,606                         |   |  |              |         |   |  |   | 174,072 |  
|Amounts due from affiliated companies        |  |        |        |   |                       |   | 211,260 |                           |  |   | 36,895                         |   |  |              | (248,155 | ) |  |   |        |  
|Inventories                                  |  |        |        |   |                       |   | 95,261  |                           |  |   | 81,512                         |   |  |              | (7,784   | ) |  |   | 168,989 |  
|Deferred income taxes                        |  |        | 1,316   |   |                       |   | 3,615   |                           |  |   | 127                            |   |  |              | 2,973    |   |  |   | 8,031   |  
|Prepaid expenses                             |  |        | 2,678   |   |                       |   | 4,746   |                           |  |   | 1,294                          |   |  |              |         |   |  |   | 8,718   |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Total current assets                         |  |        | 39,159  |   |                       |   | 409,782 |                           |  |   | 220,600                        |   |  |              | (252,966 | ) |  |   | 416,575 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Property, plant and equipment, at cost       |  |        |        |   |                       |   | 703,830 |                           |  |   | 52,329                         |   |  |              |         |   |  |   | 756,159 |  
|Less accumulated depreciation & amortization |  |        |        |   |                       |   | 554,993 |                           |  |   | 47,486                         |   |  |              |         |   |  |   | 602,479 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Net property, plant and equipment            |  |        |        |   |                       |   | 148,837 |                           |  |   | 4,843                          |   |  |              |         |   |  |   | 153,680 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Investment in consolidated subsidiaries      |  |        | 525,012 |   |                       |   |        |                           |  |   |                               |   |  |              | (525,012 | ) |  |   |        |  
|Prepaid pension cost                         |  |        | 15,164  |   |                       |   |        |                           |  |   | 2,104                          |   |  |              |         |   |  |   | 17,268  |  
|Deferred income taxes                        |  |        | 16,098  |   |                       |   | 11,259  |                           |  |   | (4,550                         | ) |  |              |         |   |  |   | 22,807  |  
|Other assets and deferred charges            |  |        | 7,436   |   |                       |   | 29,180  |                           |  |   | 6,910                          |   |  |              |         |   |  |   | 43,526  |  
|Intangibles, net of amortization             |  |        | 729     |   |                       |   | 46,415  |                           |  |   | 1,617                          |   |  |              |         |   |  |   | 48,761  |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Total assets                                 |  | $      | 603,598 |   |                       | $ | 645,473 |                           |  | $ | 231,524                        |   |  | $            | (777,978 | ) |  | $ | 702,617 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY         |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Accounts payable                             |  | $      | 39      |   |                       | $ | 57,963  |                           |  | $ | 29,389                         |   |  | $            |         |   |  | $ | 87,391  |  
|Accrued expenses                             |  |        | 9,406   |   |                       |   | 32,575  |                           |  |   | 9,304                          |   |  |              |         |   |  |   | 51,285  |  
|Dividends payable                            |  |        | 2,148   |   |                       |   |        |                           |  |   |                               |   |  |              |         |   |  |   | 2,148   |  
|Book overdraft                               |  |        | 33      |   |                       |   | 3,553   |                           |  |   |                               |   |  |              |         |   |  |   | 3,586   |  
|Amounts due to affiliated companies          |  |        | 101,753 |   |                       |   | 57,100  |                           |  |   | 89,302                         |   |  |              | (248,155 | ) |  |   |        |  
|Long-term debt, current portion              |  |        |        |   |                       |   | 650     |                           |  |   |                               |   |  |              |         |   |  |   | 650     |  
|Income taxes payable                         |  |        | (801    | ) |                       |   | 11,943  |                           |  |   | 372                            |   |  |              |         |   |  |   | 11,514  |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Total current liabilities                    |  |        | 112,578 |   |                       |   | 163,784 |                           |  |   | 128,367                        |   |  |              | (248,155 | ) |  |   | 156,574 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Long-term debt                               |  |        | 150,000 |   |                       |   | 3,020   |                           |  |   |                               |   |  |              |         |   |  |   | 153,020 |  
|Other noncurrent liabilities                 |  |        | 61,688  |   |                       |   | 38,294  |                           |  |   | 13,709                         |   |  |              |         |   |  |   | 113,691 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Total liabilities                            |  |        | 324,266 |   |                       |   | 205,098 |                           |  |   | 142,076                        |   |  |              | (248,155 | ) |  |   | 423,285 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Shareholders equity:                        |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Common stock and paid-in capital             |  |        | 86,200  |   |                       |   | 272,218 |                           |  |   | 40,716                         |   |  |              | (312,934 | ) |  |   | 86,200  |  
|Accumulated other comprehensive loss         |  |        | (29,901 | ) |                       |   | (15,931 | )                         |  |   | (9,706                         | ) |  |              | 25,637   |   |  |   | (29,901 | )
|Retained earnings                            |  |        | 223,033 |   |                       |   | 184,088 |                           |  |   | 58,438                         |   |  |              | (242,526 | ) |  |   | 223,033 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Total shareholders equity                   |  |        | 279,332 |   |                       |   | 440,375 |                           |  |   | 89,448                         |   |  |              | (529,823 | ) |  |   | 279,332 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  
|Total liabilities and shareholders equity   |  | $      | 603,598 |   |                       | $ | 645,473 |                           |  | $ | 231,524                        |   |  | $            | (777,978 | ) |  | $ | 702,617 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                                |   |  |              |          |   |  |   |         |  



20



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##### Table of Contents

NewMarket Corporation and Subsidiaries

Consolidating Balance Sheets

December 31, 2005

(in thousands)



|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|-------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ----------------------------- | - |  | ------------ | -------- | - |  | - | ------- | -
|                                             |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated |         
|ASSETS                                       |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|                                             |  |        |         |   |                      
|Cash and cash equivalents                    |  | $      | 26,973  |   |                       | $ | 10,532  |                           |  | $ | 18,908                        |   |  | $            |         |   |  | $ | 56,413  |  
|Restricted cash                              |  |        | 917     |   |                       |   | 502     |                           |  |   |                              |   |  |              |         |   |  |   | 1,419   |  
|Trade and other accounts receivable, net     |  |        | 2,663   |   |                       |   | 92,209  |                           |  |   | 94,588                        |   |  |              |         |   |  |   | 189,460 |  
|Amounts due from affiliated companies        |  |        |        |   |                       |   | 197,268 |                           |  |   | 31,590                        |   |  |              | (228,858 | ) |  |   |        |  
|Inventories                                  |  |        |        |   |                       |   | 84,601  |                           |  |   | 74,114                        |   |  |              | (6,716   | ) |  |   | 151,999 |  
|Deferred income taxes                        |  |        | 1,128   |   |                       |   | 4,701   |                           |  |   | 890                           |   |  |              | 2,570    |   |  |   | 9,289   |  
|Prepaid expenses                             |  |        | 129     |   |                       |   | 2,173   |                           |  |   | 817                           |   |  |              |         |   |  |   | 3,119   |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total current assets                         |  |        | 31,810  |   |                       |   | 391,986 |                           |  |   | 220,907                       |   |  |              | (233,004 | ) |  |   | 411,699 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Property, plant and equipment, at cost       |  |        |        |   |                       |   | 697,881 |                           |  |   | 67,064                        |   |  |              |         |   |  |   | 764,945 |  
|Less accumulated depreciation & amortization |  |        |        |   |                       |   | 548,477 |                           |  |   | 62,462                        |   |  |              |         |   |  |   | 610,939 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Net property, plant and equipment            |  |        |        |   |                       |   | 149,404 |                           |  |   | 4,602                         |   |  |              |         |   |  |   | 154,006 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Investment in consolidated subsidiaries      |  |        | 507,668 |   |                       |   |        |                           |  |   |                              |   |  |              | (507,668 | ) |  |   |        |  
|Prepaid pension cost                         |  |        | 16,233  |   |                       |   |        |                           |  |   | 2,083                         |   |  |              |         |   |  |   | 18,316  |  
|Deferred income taxes                        |  |        | 16,180  |   |                       |   | 10,348  |                           |  |   | (3,371                        | ) |  |              |         |   |  |   | 23,157  |  
|Other assets and deferred charges            |  |        | 7,483   |   |                       |   | 29,978  |                           |  |   | 7,019                         |   |  |              |         |   |  |   | 44,480  |  
|Intangibles, net of amortization             |  |        | 729     |   |                       |   | 47,547  |                           |  |   | 1,598                         |   |  |              |         |   |  |   | 49,874  |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total assets                                 |  | $      | 580,103 |   |                       | $ | 629,263 |                           |  | $ | 232,838                       |   |  | $            | (740,672 | ) |  | $ | 701,532 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY         |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|                                             |  |        |         |   |                      
|Accounts payable                             |  | $      | 12      |   |                       | $ | 55,939  |                           |  | $ | 32,399                        |   |  | $            |         |   |  | $ | 88,350  |  
|Accrued expenses                             |  |        | 5,561   |   |                       |   | 44,360  |                           |  |   | 8,926                         |   |  |              |         |   |  |   | 58,847  |  
|Book overdraft                               |  |        | 10      |   |                       |   | 4,212   |                           |  |   |                              |   |  |              |         |   |  |   | 4,222   |  
|Amounts due to affiliated companies          |  |        | 105,559 |   |                       |   | 32,008  |                           |  |   | 91,291                        |   |  |              | (228,858 | ) |  |   |        |  
|Long-term debt, current portion              |  |        |        |   |                       |   | 640     |                           |  |   |                              |   |  |              |         |   |  |   | 640     |  
|Income taxes payable                         |  |        | (9,166  | ) |                       |   | 22,717  |                           |  |   | 1,177                         |   |  |              |         |   |  |   | 14,728  |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total current liabilities                    |  |        | 101,976 |   |                       |   | 159,876 |                           |  |   | 133,793                       |   |  |              | (228,858 | ) |  |   | 166,787 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Long-term debt                               |  |        | 150,000 |   |                       |   | 3,189   |                           |  |   |                              |   |  |              |         |   |  |   | 153,189 |  
|Other noncurrent liabilities                 |  |        | 62,067  |   |                       |   | 39,183  |                           |  |   | 14,246                        |   |  |              |         |   |  |   | 115,496 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total liabilities                            |  |        | 314,043 |   |                       |   | 202,248 |                           |  |   | 148,039                       |   |  |              | (228,858 | ) |  |   | 435,472 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Shareholders equity:                        |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Common stock and paid-in capital             |  |        | 85,162  |   |                       |   | 272,217 |                           |  |   | 40,718                        |   |  |              | (312,935 | ) |  |   | 85,162  |  
|Accumulated other comprehensive loss         |  |        | (30,511 | ) |                       |   | (16,577 | )                         |  |   | (9,669                        | ) |  |              | 26,246   |   |  |   | (30,511 | )
|Retained earnings                            |  |        | 211,409 |   |                       |   | 171,375 |                           |  |   | 53,750                        |   |  |              | (225,125 | ) |  |   | 211,409 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total shareholders equity                   |  |        | 266,060 |   |                       |   | 427,015 |                           |  |   | 84,799                        |   |  |              | (511,814 | ) |  |   | 266,060 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total liabilities and shareholders equity   |  | $      | 580,103 |   |                       | $ | 629,263 |                           |  | $ | 232,838                       |   |  | $            | (740,672 | ) |  | $ | 701,532 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  



21



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##### Table of Contents

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Three Months Ended
March 31, 2006

(in thousands)



|                                                          |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  
|--------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ----------------------------- | - |  | ------------ | ------- | - |  | - | ------ | -
|                                                          |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated |        
|Cash (used in) provided from operating activities         |  | $      | (10,032 | ) |                       | $ | 18,359  |                           |  | $ | (1,978                        | ) |  | $            |        |   |  | $ | 6,349  |  
|                                                          |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  
|Cash flows from investing activities                      |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  
|Capital expenditures                                      |  |        |        |   |                       |   | (3,907  | )                         |  |   | (422                          | ) |  |              |        |   |  |   | (4,329 | )
|Decrease in intercompany loans                            |  |        | (3,225  | ) |                       |   |        |                           |  |   |                              |   |  |              | 3,225   |   |  |   |       |  
|Cash dividends from subsidiaries                          |  |        | 19,400  |   |                       |   |        |                           |  |   |                              |   |  |              | (19,400 | ) |  |   |       |  
|                                                          |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  
|Cash provided from (used in) investing activities         |  |        | 16,175  |   |                       |   | (3,907  | )                         |  |   | (422                          | ) |  |              | (16,175 | ) |  |   | (4,329 | )
|                                                          |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  
|Cash flows from financing activities                      |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  
|Change in book overdraft                                  |  |        | 23      |   |                       |   | (659    | )                         |  |   |                              |   |  |              |        |   |  |   | (636   | )
|Financing from affiliated companies                       |  |        |        |   |                       |   | 3,225   |                           |  |   |                              |   |  |              | (3,225  | ) |  |   |       |  
|Dividends                                                 |  |        | (2,148  | ) |                       |   | (19,400 | )                         |  |   |                              |   |  |              | 19,400  |   |  |   | (2,148 | )
|Excess tax benefits from stock-based payment arrangements |  |        | 576     |   |                       |   |        |                           |  |   |                              |   |  |              |        |   |  |   | 576    |  
|Proceeds from exercise of stock options                   |  |        | 462     |   |                       |   |        |                           |  |   |                              |   |  |              |        |   |  |   | 462    |  
|Decrease in capital lease                                 |  |        |        |   |                       |   | (159    | )                         |  |   |                              |   |  |              |        |   |  |   | (159   | )
|                                                          |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  
|Cash used in financing activities                         |  |        | (1,087  | ) |                       |   | (16,993 | )                         |  |   |                              |   |  |              | 16,175  |   |  |   | (1,905 | )
|                                                          |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  
|Effect of foreign exchange on cash and cash equivalents   |  |        |        |   |                       |   | 279     |                           |  |   | (342                          | ) |  |              |        |   |  |   | (63    | )
|                                                          |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  
|Increase (decrease) in cash and cash equivalents          |  |        | 5,056   |   |                       |   | (2,262  | )                         |  |   | (2,742                        | ) |  |              |        |   |  |   | 52     |  
|Cash and cash equivalents at beginning of year            |  |        | 26,973  |   |                       |   | 10,532  |                           |  |   | 18,908                        |   |  |              |        |   |  |   | 56,413 |  
|                                                          |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  
|Cash and cash equivalents at end of period                |  | $      | 32,029  |   |                       | $ | 8,270   |                           |  | $ | 16,166                        |   |  | $            |        |   |  | $ | 56,465 |  
|                                                          |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        |  



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NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Three Months Ended
March 31, 2005

(in thousands)



|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|------------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------ | ------------------------- |  | - | ----------------------------- | - |  | ------------ | ------ | - |  | - | ------ | -
|                                                        |  | Parent |        |   | GuarantorSubsidiaries |   |        | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated |       
|Cash provided from (used in) operating activities       |  | $      | 1,880  |   |                       | $ | 2,183  |                           |  | $ | (2,599                        | ) |  | $            |       |   |  | $ | 1,464  |  
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Cash flows from investing activities                    |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Capital expenditures                                    |  |        |       |   |                       |   | (2,892 | )                         |  |   | (301                          | ) |  |              |       |   |  |   | (3,193 | )
|Increase in intercompany loans                          |  |        | (5,350 | ) |                       |   |       |                           |  |   |                              |   |  |              | 5,350  |   |  |   |       |  
|Cash dividends from subsidiaries                        |  |        | 1,050  |   |                       |   |       |                           |  |   |                              |   |  |              | (1,050 | ) |  |   |       |  
|Other, net                                              |  |        |       |   |                       |   | 57     |                           |  |   |                              |   |  |              |       |   |  |   | 57     |  
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Cash used in investing activities                       |  |        | (4,300 | ) |                       |   | (2,835 | )                         |  |   | (301                          | ) |  |              | 4,300  |   |  |   | (3,136 | )
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Cash flows from financing activities                    |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Borrowings under revolving credit agreement             |  |        | 2,500  |   |                       |   |       |                           |  |   |                              |   |  |              |       |   |  |   | 2,500  |  
|Change in book overdraft                                |  |        |       |   |                       |   | (2,281 | )                         |  |   |                              |   |  |              |       |   |  |   | (2,281 | )
|Financing from affiliated companies                     |  |        |       |   |                       |   | 5,350  |                           |  |   |                              |   |  |              | (5,350 | ) |  |   |       |  
|Dividends                                               |  |        |       |   |                       |   | (1,050 | )                         |  |   |                              |   |  |              | 1,050  |   |  |   |       |  
|Proceeds from exercise of stock options                 |  |        | 4      |   |                       |   |       |                           |  |   |                              |   |  |              |       |   |  |   | 4      |  
|Decrease in capital lease                               |  |        |       |   |                       |   | (149   | )                         |  |   |                              |   |  |              |       |   |  |   | (149   | )
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Cash provided from financing activities                 |  |        | 2,504  |   |                       |   | 1,870  |                           |  |   |                              |   |  |              | (4,300 | ) |  |   | 74     |  
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Effect of foreign exchange on cash and cash equivalents |  |        |       |   |                       |   | 389    |                           |  |   | (2,189                        | ) |  |              |       |   |  |   | (1,800 | )
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Increase (decrease) in cash and cash equivalents        |  |        | 84     |   |                       |   | 1,607  |                           |  |   | (5,089                        | ) |  |              |       |   |  |   | (3,398 | )
|Cash and cash equivalents at beginning of year          |  |        | 51     |   |                       |   | 8,587  |                           |  |   | 20,140                        |   |  |              |       |   |  |   | 28,778 |  
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Cash and cash equivalents at end of period              |  | $      | 135    |   |                       | $ | 10,194 |                           |  | $ | 15,051                        |   |  | $            |       |   |  | $ | 25,380 |  
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  



|13. | Subsequent Event
|--- | ----------------

On April 27, 2006, the Board
of Directors declared a quarterly dividend in the amount of $0.125 per share on the common stock of the corporation. The dividend is payable July 1, 2006 to shareholders of record at the close of business on June 15, 2006.



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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The following discussion contains forward-looking statements about future events and
expectations within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future results. When we use words in this document, such as
anticipates, intends, plans, believes, estimates, expects, and similar expressions, we do so to identify forward-looking statements. Examples of forward-looking statements
include, but are not limited to, statements we make regarding future prospects of growth in the petroleum additives market, the level of future declines in the market for tetraethyl lead (TEL), other trends in the petroleum additives market, our
ability to maintain or increase our market share, and our future capital expenditure levels.

We believe our forward-looking statements are
based on reasonable expectations and assumptions, within the bounds of what we know about our business and operations. However, we offer no assurance that actual results will not differ materially from our expectations due to uncertainties and
factors that are difficult to predict and beyond our control.

These factors include, but are not limited to, timing of sales orders, gain
or loss of significant customers, competition from other manufacturers, resolution of environmental liabilities, changes in the demand for our products, significant changes in new product introduction, increases in product cost, 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, and the impact of consolidation of the petroleum additives industry.
In addition, we also discuss certain risk factors in Item 1A, Risk Factors in the 2005 Annual Report and incorporate the same herein by reference.

You should keep in mind that any forward-looking statement made by us in this discussion or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is
impossible for us to predict these events or how they may affect us. 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.

Overview

The first quarter 2006 reflected improvements in net sales, as well as operating
profit, across all petroleum additives product lines as compared to the first quarter 2005. We believe the improvement in earnings reflects our continuing success in growing our petroleum additives product lines by supplying our customers with a
strong and diverse portfolio of products to meet their requirements. We maintain our efforts to improve profitability in this very competitive marketplace, which continues to experience rising raw material costs, by improving pricing and introducing
more cost effective products.

Our balance sheet remains strong with improved working capital and no outstanding bank debt. During the first
quarter 2006, as a result of our improved financial condition, the Board of Directors declared a quarterly dividend of 12.5 cents per share on our common stock, for the first time since 2000. The dividend was paid on April 3, 2006 to NewMarket
shareholders of record at the close of



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##### Table of Contents

business on March 16, 2006. During the first quarter 2006, we did not repurchase any shares under
our $50 million stock buy-back program that was authorized by the Board of Directors in December 2005.

Results of Operations

Net Sales

Our consolidated net sales for the first quarter 2006 amounted to $301.9 million, representing an increase of 26% from the 2005 level of $239.1 million. The table below shows our consolidated net sales by segment.

Net Sales by Segment

(in millions)



|                       |  |                            |       |      |   |      
|---------------------- |  | -------------------------- | ----- | ---- | - | -----
|                       |  | Three Months EndedMarch 31
|                       |  | 2006                       |       | 2005
|Petroleum additives    |  | $                          | 299.5 |      | $ | 237.1
|Tetraethyl lead        |  |                            | 2.4   |      |   | 2.0  
|                       |  |                            |       |      |   |      
|Consolidated net sales |  | $                          | 301.9 |      | $ | 239.1
|                       |  |                            |       |      |   |      

Petroleum Additives Segment

Petroleum additives net sales in the first quarter 2006 of $299.5 million were up $62.4 million, or approximately 26%, from $237.1 million in the first
quarter 2005. Shipments for the first quarter 2006 increased approximately 10% as compared to first quarter 2005. The increase in shipments was across all product lines. While the improvement in shipments between the first quarter 2006 and the first
quarter of 2005 is significant, the 2006 first quarter shipment level reflects a less significant improvement when compared to the levels that we experienced during last three quarters of 2005. Higher selling prices, which were partially offset by
an unfavorable foreign currency impact, also resulted in higher net sales between the two first quarter periods.

The approximate components
of the petroleum additives increase in net sales of $62.4 million between the two first quarter periods are shown below (in millions):



|                                                                      |  |             |      
|--------------------------------------------------------------------- |  | ----------- | -----
|                                                                      |  | ThreeMonths
|Period ended March 31, 2005                                           |  | $           | 237.1
|Change in shipments and product mix                                   |  |             | 27.4 
|Changes in selling prices, net of unfavorable foreign currency impact |  |             | 35.0 
|                                                                      |  |             |      
|Period ended March 31, 2006                                           |  | $           | 299.5
|                                                                      |  |             |      

Tetraethyl Lead Segment

Most of the TEL marketing activity is through marketing agreements with Innospec Inc. (formerly The Associated Octel Company Limited and its affiliates)
(Innospec), under which we do not record the sales transactions. Therefore, the TEL net sales shown in the table above are those made by our wholly-owned subsidiary, Ethyl Corporation (Ethyl) in areas not covered by the marketing agreements. The
sales made in areas not covered by the Innospec marketing



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##### Table of Contents

agreements are very minor compared to the TEL sales made through the marketing agreements. The TEL sales
for the first quarter 2006 were slightly higher than the same period in 2005.

Segment Operating Profit

NewMarket evaluates the performance of the petroleum additives business of Afton and Ethyls TEL business based on segment operating profit.
NewMarket Services Corporation (NewMarket Services) departments and other expenses are billed to Afton and Ethyl based on the services provided under the holding company structure pursuant to services agreements between NewMarket Services and Afton
and NewMarket Services and Ethyl. Depreciation on segment property, plant, and equipment and amortization of segment intangible assets and the prepayment for services are included in the operating profit of each segment.

The table below reports operating profit by segment for the first quarter 2006 and 2005. The Contract manufacturing and other classification
in the table below primarily represents certain manufacturing operations that Ethyl provides to Afton. Certain prior period amounts have been reclassified to conform to the current presentation.

Segment Operating Profit

(in millions)



|                                 |  |                           |      |      |   |    
|-------------------------------- |  | ------------------------- | ---- | ---- | - | ---
|                                 |  | Three MonthsEndedMarch 31
|                                 |  | 2006                      |      | 2005
|Petroleum additives              |  | $                         | 25.7 |      | $ | 9.1
|                                 |  |                           |      |      |   |    
|Tetraethyl lead                  |  | $                         | 0.2  |      | $ | 4.3
|                                 |  |                           |      |      |   |    
|Contract manufacturing and other |  | $                         | 1.1  |      | $ | 0.7
|                                 |  |                           |      |      |   |    

Petroleum Additives Segment

First Quarter 2006 vs. First Quarter 2005 - Petroleum additives showed a significant improvement in operating profit when comparing this
quarter to the same quarter last year. The first quarter 2006 operating profit was $25.7 million as compared to $9.1 million for first quarter 2005. The 2006 period included a small unfavorable foreign currency impact versus the 2005 period. The
increase in operating profit was across all product lines.

Net sales were approximately 26% higher and shipments were approximately 10%
higher for the first quarter 2006 than the same 2005 period, resulting in the higher operating profit for the first quarter 2006. The increase of 10% in shipments accounted for about half of the improvement in operating profit. This increase in
shipments was widespread across all product lines.

We believe another positive factor influencing operating profit for the first quarter
2006 was the price margin of our business. We were able to implement certain price increases to partially restore our margins that have been under pressure since the increase in raw material costs began in mid-2004. We have also recognized
additional improvements in operating profit through introducing more cost effective products into the marketplace, as this continues to be a very competitive business.



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Selling, general, and administrative (SG&A) expenses were $1.6 million higher when comparing the two
first quarter periods. In addition, research, development, and testing (R&D) expenses increased $0.5 million from first quarter 2005. As a percentage of net sales, SG&A expenses combined with R&D expenses, decreased from 14.6% for the
first quarter 2005 to 12.3% for the same period this year. This decrease reflects higher sales, partially offset by the 6% increase in combined SG&A and R&D expenses.

TEL Segment

Results of our TEL
segment include the operating profit contribution from our marketing agreements with Innospec, as well as certain TEL operations not included in the marketing agreements.

The operating profit from our marketing agreements for the first quarter 2006 was $1.3 million, which was $5.1 million lower than the first quarter last year. The 2006 period reflects improved pricing over 2005,
however, this was more than offset by a 72% decrease in volume for the first quarter 2006 compared to the same period in 2005. The TEL market continues to decline as customers discontinue use of the product. Amortization of the prepayment for
services was about $300 thousand lower for the first quarter 2006 as compared to first quarter 2005, reflecting the declining balance method of amortization.

Other TEL operations not included in the marketing agreements were $1.0 million favorable when comparing first quarter 2006 to first quarter 2005. The other TEL operations results for both first quarter periods
include charges for environmental sites, as well as premises asbestos reserves. The first quarter 2006 reflects lower environmental charges when compared to first quarter 2005. The favorable impact from environmental costs is partially offset by an
unfavorable impact from premises asbestos charges when comparing the two first quarter periods.

We expect TEL shipments and earnings in
2006 to be significantly lower than last year, and income from the TEL segment may vary greatly from quarter to quarter.

The following
discussion references the Condensed Consolidated Financial Statements beginning on page 3 of this Quarterly Report on Form 10-Q.

Interest and Financing Expenses

First quarter 2006 interest and financing expenses were $3.9 million, while first
quarter 2005 interest and financing expenses were $4.3 million. The decrease resulted primarily from lower debt during the first quarter 2006 as compared to first quarter 2005. We had no drawn bank debt under our revolving credit facility during the
first quarter 2006. Fees and amortization of financing costs were substantially unchanged between the two periods.

Other Income,
Net

Other income, net was $600 thousand income for the first quarter 2006 compared to $200 thousand income for the first quarter
2005. All periods were comprised of a number of individually immaterial items.

Income Taxes

Income taxes were $6.9 million for the first quarter 2006 and $2.1 million for the first quarter 2005. The effective tax rate was 33.4% for the first
quarter 2006 and 31.0% for the first quarter 2005. The effective tax rate for 2005 includes the benefit of a research and development credit, which is not reflected in the 2006 effective rate as the credit has not been extended to date beyond 2005
by Congress.



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The increase in income before income taxes from 2005 to 2006 resulted in an increase of $4.3 million in
income taxes in the first quarter 2006, while the increase in the effective tax rate between 2006 and 2005 resulted in the additional increase in tax expense of $500 thousand.

Our deferred taxes are in a net asset position. Based on our current projections, we believe that we will recover the full benefit of our deferred tax
assets.

Net Income

Our net income for the first quarter 2006 was $13.8 million or $0.79 per diluted share. This compares to net income for first quarter 2005 of $4.8 million or $0.28 per diluted share.

Cash Flows, Financial Condition, and Liquidity

Cash and cash equivalents at March 31, 2006 were $56.5 million, which was an increase of $52 thousand since December 31, 2005 and included a $63 thousand negative impact from foreign currency translation.
Cash flows from operating activities for the three months 2006 were $6.3 million. We used these cash flows to fund capital expenditures of $4.3 million and fund dividends of $2.1 million. Included in the 2006 cash flows from operating activities
were collections of $4.2 million related to the 2004 environmental insurance settlement. Cash flows from operating activities for the 2006 period also included a smaller increase in working capital requirements, which are discussed more fully below
under Working Capital. We expect that cash from operations, together with borrowing available under our senior credit facility, will continue to be sufficient to cover our operating expenses and planned capital expenditures for the
foreseeable future.

The terms of the 2004 environmental insurance settlement provide for a total payment of $15.6 million. In addition to
the $4.2 million received in the first quarter 2006, we also received $3.7 million in the first quarter 2005 and $7.7 million during 2004.

Cash

We had restricted cash of $300 thousand at March 31, 2006 and $1.4 million at December 31, 2005. In
addition, at March 31, 2006, we also had restricted funds of $1.1 million recorded as a long-term asset in other assets. Of these total restricted cash and funds at both March 31, 2006 and December 31, 2005, an aggregate of $900
thousand was cash received from Metropolitan Life Insurance Company (Metropolitan) during 2005 and 2003. The funds from Metropolitan are used to reduce the employee portion of retiree health benefits costs. The remaining $500 thousand of restricted
cash and funds represents monies related to the issuance of a European bank guarantee.

Debt

Senior Notes-On April 30, 2003, Ethyl Corporation (Ethyl) sold senior notes in the aggregate principal amount of $150 million
that bear interest at a fixed rate of 8.875% and are due in 2010. The senior notes are callable on or after May 1, 2007.

The senior
notes are our senior unsecured obligations and are jointly and severally guaranteed on an unsecured basis by all of our existing and future wholly-owned domestic restricted subsidiaries and certain of our existing wholly-owned foreign subsidiaries.
We incurred financing costs of approximately $5 million related to the senior notes, which are being amortized over seven years.

In
connection with the holding company formation, NewMarket assumed all of Ethyls rights, liabilities and obligations under the senior notes, effective June 18, 2004.



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##### Table of Contents

The senior notes and the subsidiary guarantees rank:



| |  | effectively junior to all of our and the guarantors existing and future secured indebtedness, including any borrowings under the senior credit facility described below;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | equal in right of payment with any of our and the guarantors existing and future unsecured senior indebtedness; and
| | - | --------------------------------------------------------------------------------------------------------------------



| |  | senior in right of payment to any of our and the guarantors existing and future subordinated indebtedness.
| | - | -----------------------------------------------------------------------------------------------------------

The indenture governing the senior notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:



| |  | incur additional indebtedness;
| | - | ------------------------------



| |  | create liens;
| | - | -------------



| |  | pay dividends or repurchase capital stock;
| | - | ------------------------------------------



| |  | make certain investments;
| | - | -------------------------



| |  | sell assets or consolidate or merge with or into other companies; and
| | - | ---------------------------------------------------------------------



| |  | engage in transactions with affiliates.
| | - | ---------------------------------------

We were in
compliance with these covenants as of both March 31, 2006 and December 31, 2005.

Senior Credit Facility
- On April 30, 2003, we entered into a long-term debt structure for Ethyl. The debt structure included the senior notes discussed above and a senior credit facility with a bank term loan and a revolving credit facility.

On June 18, 2004, prior to the completion of the holding company formation, Ethyl entered into an Amended and Restated Credit Agreement, which
consists of a $100 million revolving credit facility. This agreement amended and restated the credit agreement that Ethyl had entered into on April 30, 2003. Effective with the completion of the holding company formation, NewMarket assumed all
of Ethyls rights and obligations under the Amended and Restated Credit Agreement pursuant to the First Amendment thereto. We incurred additional financing costs of approximately $1 million, which resulted in total deferred financing costs of
approximately $6 million related to the amended and restated credit facility. These costs are being amortized over five years.

The $100
million revolving credit facility is for working capital and other general corporate purposes for NewMarket and our subsidiaries and includes a sub-facility for letters of credit. Borrowings bear interest, at our election, at either a base rate plus
a margin (50 basis points as of March 31, 2006) or LIBOR plus a margin (200 basis points as of March 31, 2006). The revolving credit facility matures on June 18, 2009. There were no borrowings outstanding at March 31, 2006 under
the revolving credit facility. At March 31, 2006, we had outstanding letters of credit of $2.7 million, resulting in the unused portion of the revolver amounting to $97.3 million.



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The revolving credit facility is secured by liens on substantially all of our U.S. assets. In addition,
the credit facility is guaranteed by our U.S. subsidiaries and certain foreign subsidiaries to the extent that such guarantees would not result in adverse tax consequences.

The credit agreement contains covenants, representations, and events of default that management considers typical of a credit agreement of this nature.
The financial covenants include:



| |  | minimum consolidated net worth;
| | - | -------------------------------



| |  | a minimum fixed charge coverage ratio;
| | - | --------------------------------------



| |  | a maximum leverage ratio;
| | - | -------------------------



| |  | a maximum senior secured leverage ratio; and
| | - | --------------------------------------------



| |  | restrictions on the payment of dividends or repurchases of capital stock.
| | - | -------------------------------------------------------------------------

We were in compliance with these covenants as of both March 31, 2006 and December 31, 2005.

** *

We had total long-term debt, including the current portion, of $153.7 million at March 31, 2006, representing a decrease of $159
thousand in our total debt since December 31, 2005. The decrease resulted from payments of $159 thousand on capital leases.

As a
percentage of total capitalization (total long-term debt and shareholders equity), our total debt decreased from 36.6% at the end of 2005 to 35.5% at March 31, 2006. The lower percentage was primarily the result of the increase in
shareholders equity, which was due to net income. Normally, we repay long-term debt with cash from operations and with proceeds from occasional sales of business units, plant sites, or other assets.

Capital Expenditures

We funded
capital expenditures of $4.3 million through March 31, 2006, and we estimate our total capital spending during 2006 will be approximately $20 million. We expect to continue to finance capital spending through cash provided from operations.

Working Capital

We
had working capital at March 31, 2006, of $260.0 million, resulting in a current ratio of 2.66 to 1. At December 31, 2005, working capital was $244.9 million and the current ratio was 2.47 to 1.

The increase in working capital primarily reflects higher inventories and prepaid expenses, as well as lower accrued expenses and income taxes payable.
These favorable impacts on working capital were partially offset by a decrease in accounts receivable. The increase in inventory resulted from higher costs, as well as an increase in volumes due to increased customer demands. The increase in prepaid
expenses primarily resulted from the funding of our dividend to the transfer agent, which disburses the dividend to our shareholders, as well as higher prepaid insurance amounts, which will be amortized over the year. The accrued expenses decrease
was primarily due to payments made on customer rebates in the first quarter 2006, while the decrease in income taxes payable was the result of having made tax payments during the first quarter 2006. The decrease in accounts receivable resulted
mostly from a reduction in miscellaneous receivables, including the receipt of the final payment related to the 2004 environmental settlement, as well as a reduction in trade accounts receivables, which were down about 3%.



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Critical Accounting Policies

It is our goal to clearly present our financial information in a manner that enhances the understanding of our sources of earnings and our financial
condition. We do this by including the information required by the SEC, as well as additional information that gives further insight into our financial operations.

This report, as well as the 2005 Annual Report, includes a discussion of our accounting principles, as well as methods and estimates used in the preparation of our financial statements. We believe these discussions
and statements fairly represent the financial position and operating results of our company. The purpose of this portion of our discussion is to further emphasize some of the more critical areas where a significant change in facts and circumstances
in our operating and financial environment might cause a change in reported financial results.

As discussed in the 2005 Annual Report, we
have made certain prepayments related to our TEL marketing agreements. The unamortized total at March 31, 2006 for these prepayments is $12.2 million. We are amortizing these costs on an accelerated basis using a declining balance method over
the life of the contracts. We believe this is the appropriate methodology and time period for this amortization based on the facts and circumstances of our TEL operations and the estimated product life of TEL. The customer base of TEL is
significantly concentrated in a few countries and when conditions change that cause a shorter product life or other restrictions outside of our control, the amortization period is adjusted accordingly. Any adjustment to the amortization period would
impact earnings, but would have no effect on cash flows. We continue to keep our accounting for this issue current with the business conditions.

We also have certain identifiable intangibles amounting to $44.9 million at March 31, 2006. These intangibles relate to our petroleum additives business and are being amortized over periods with up to ten years of remaining life. We
continue to assess the market related to these intangibles, as well as their specific values, and conclude the amortization periods and values are appropriate. We also evaluate these intangibles for any potential impairment when significant events
or circumstances occur that might impair the value of these assets. These evaluations continue to support the value at which these identifiable intangibles are carried on our financial statements. However, if conditions were to deteriorate
substantially in this market, it could possibly cause a reduction in the periods of this amortization charge or could possibly result in a noncash write-off of a portion of the intangibles carrying value. A reduction in the amortization period
would have no cash effect. While we do not anticipate such a change in the market conditions, this disclosure is provided to enhance the understanding of the factors involved.

We have made disclosure of our environmental issues in Part I, Item I of the 2005 Annual Report, as well as in the Notes to Consolidated Financial
Statements of the 2005 Annual Report. We believe our environmental accruals are appropriate for the exposures and regulatory guidelines under which we currently operate. While we currently do not anticipate significant changes to the many factors
that could impact our environmental requirements, we continue to keep our accruals consistent with these requirements as they change.

Also,
as noted in the discussion of Legal Proceedings in Item 3 of the 2005 Annual Report, while it is not possible to predict or determine the outcome of any legal proceeding, it is our opinion, based on our current knowledge, that we will not
experience materially adverse effects on our results of operations or financial condition as a result of any pending or threatened proceeding.

We use significant assumptions to record the impact of the pension and postretirement plans in the financial statements. These assumptions include the discount rate, expected long-term rate of



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return, rate of compensation increase, and health care cost trend rate. A change in any one of these
assumptions could result in significantly different results for the plans. We develop these assumptions after considering advice from a major global actuarial consulting firm. Information is provided on the pension and postretirement plans in Note
19 of the 2005 Annual Report. In addition, further disclosure on the impact of changes in these assumptions is provided in the Financial Position and Liquidity section of Item 7 of the 2005 Annual Report.

Recently Issued Accounting Pronouncements

In September 2005, Emerging Issues Task Force (EITF) 04-13, Accounting for Purchases and Sales of Inventory with the Same Counterparty was issued. The EITF addressed under which circumstances inventory
purchase and sales transactions with the same counterparty should be considered a single exchange transaction, as well as under which circumstances nonmonetary exchanges of inventory within the same line of business should be recognized at fair
value. The EITF is effective for the first interim or annual period beginning after March 15, 2006. We do not expect this EITF to have a material impact on our financial statements

Outlook

Petroleum
Additives

The petroleum additives business performed very well during the first quarter of 2006. Volumes were strong, and we were
able to make some improvements to restore our margins, which have been under pressure due to rising raw material costs, by improving pricing and introducing more cost effective products. As we look ahead for the remainder of the year, we see a very
high level of uncertainty with respect to the cost of our raw materials. The price of crude oil is at historically high levels and could indicate that our costs may rise as we go through the year. We monitor this situation daily and intend to
attempt to manage this situation with pricing actions in our marketplace. We continue to believe that petroleum additives will have higher operating profit in 2006 as compared to 2005.

TEL

TEL operating profit
dropped in the first quarter of 2006 as shipments were down about 72% from the first quarter of 2005. We do not expect the annual reduction in shipments to be as significant as the first quarter 2006 reduction; however, this segment will experience
significantly lower operating profit this year and will become a less significant contributor to the overall performance of the company. The reduction in operating profit is a function of lower demand around the world for TEL.

Cash Flows

We have no
outstanding bank debt and our senior notes are not callable until May 1, 2007. We expect to build cash on our balance sheet while investigating alternative uses of that cash, including possible acquisitions.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant
changes in our market risk from the information provided in the 2005 Annual Report.



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ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of internal control over financial reporting to provide reasonable, but not absolute, assurance of the reliability
of the financial records and the protection of assets. Our controls and procedures include written policies and procedures, careful selection and training of qualified personnel, and an internal audit program. We use a third-party firm, separate
from our independent registered public accounting firm, to assist with internal audit services.

We work closely with the business groups,
operations personnel, and information technology to ensure transactions are recorded properly. Environmental and legal staff are consulted to determine the appropriateness of our environmental and legal liabilities for each reporting period. We
regularly review the regulations and rule changes that affect our financial disclosures.

Our disclosure control procedures include signed
representation letters from our regional officers, as well as senior management.

We have formed a Financial Disclosure Committee, which is
made up of the president and senior vice president of Afton, the president of Ethyl, the general counsel of NewMarket and the controller of NewMarket. The committee, as well as regional management, makes representations with regard to the financial
statements that, to the best of their knowledge, the report does not contain any misstatement of a material fact or omit a material fact that is necessary to make the statements not misleading with respect to the periods covered by the report.

The committee and the regional management also represent, to the best of their knowledge, that the financial statements and other financial
information included in the report fairly present, in all material respects, the financial condition, results of operations and cash flows of the company as of and for the periods presented in the report.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act), we carried out an evaluation, with the participation of our
management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e)) under the Exchange Act as of the end of the period covered by
this report. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures are effective.

There has been no change in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act, during the
quarter ended March 31, 2006, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II  Other Information

ITEM 1. Legal Proceedings

We are involved in legal proceedings that are incidental to our business
and include administrative or judicial actions seeking remediation under environmental laws, such as Superfund.

These proceedings include
certain product liability cases. The only product liability case of potential consequence in which we are involved is TEL-related. In that case, Ethyl was served as a defendant in a case filed in the Circuit Court for Baltimore City,
Maryland, in September 1999. Smith, et al. v. Lead Industries Association, Inc., et al., alleged personal injuries for seven children from lead exposure arising from lead paint and dust from tailpipe emissions due to leaded gasoline. The
court dismissed Ethyl and some other defendants from the case in February 2002 and granted summary judgment to other defendants in November 2002. The plaintiffs appealed both decisions, but did not appeal the dismissal of Ethyl as a
defendant. After the Court of Appeals of Maryland dismissed the appeal and remanded the case to the trial court, the trial court entered orders severing certain claims, and the plaintiffs have again appealed the dismissal of the severed
claims. If such claims are further pursued against Ethyl, we believe Ethyl has strong defenses and will vigorously defend any such claims.

In December 2005, Afton was sued by a competitor, Infineum International Ltd. and Infineum USA L.P., in federal court in Delaware. The suit alleges patent infringement of one patent in connection with some lubricant additive
packages. Afton believes it has strong defenses and intends to vigorously defend the lawsuit.

ITEM 6. Exhibits



|              |  |                                                                                                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31(a) |  | Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald
|              | 
|Exhibit 31(b) |  | Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by David A. Fiorenza 
|              | 
|Exhibit 32(a) |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald                                  
|              | 
|Exhibit 32(b) |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by David A. Fiorenza                                   



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SIGNATURES

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 thereunto duly authorized.



|                  |  |                       |  |                               
|----------------- |  | --------------------- |  | ------------------------------
|                  |  | NEWMARKET CORPORATION
|                  |  | (Registrant)         
|                  |  |                      
|Date: May 1, 2006 |  | By:                   |  | /s/ D. A. Fiorenza            
|                  |  |                       |  | David A. Fiorenza             
|                  |  |                       |  | Vice President and            
|                  |  |                       |  | Treasurer                     
|                  |  |                       |  | (Principal Financial Officer) 
|                  |  |                      
|Date: May 1, 2006 |  | By:                   |  | /s/ Wayne C. Drinkwater       
|                  |  |                       |  | Wayne C. Drinkwater           
|                  |  |                       |  | Controller                    
|                  |  |                       |  | (Principal Accounting Officer)



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EXHIBIT INDEX



|              |  |                                                                                                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31(a) |  | Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Thomas E. Gottwald
|              | 
|Exhibit 31(b) |  | Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of David A. Fiorenza 
|              | 
|Exhibit 32(a) |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald                                  
|              | 
|Exhibit 32(b) |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by David A. Fiorenza                                   



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