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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 June 30, 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



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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 July 31, 2006: 17,248,259.



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##### Table of Contents

NEWMARKET CORPORATION

I N D E X



|                                                                                                |  |            
|----------------------------------------------------------------------------------------------- |  | -----------
|                                                                                                |  | Page Number
|PART I. FINANCIAL INFORMATION                                                                   |  |            
|                                                                                                | 
|ITEM 1. Financial Statements (unaudited)                                                        |  |            
|                                                                                                | 
|Condensed Consolidated Statements of Income  Three and Six Months Ended June 30, 2006 and 2005 |  | 3          
|                                                                                                | 
|Condensed Consolidated Balance Sheets  June 30, 2006 and December 31, 2005                     |  | 4          
|                                                                                                | 
|Condensed Consolidated Statements of Cash Flows  Six Months Ended June 30, 2006 and 2005       |  | 5          
|                                                                                                | 
|Notes to Condensed Consolidated Financial Statements                                            |  | 6-25       
|                                                                                                | 
|ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations   |  | 26-34      
|                                                                                                | 
|ITEM 3. Quantitative and Qualitative Disclosures About Market Risk                              |  | 34-35      
|                                                                                                | 
|ITEM 4. Controls and Procedures                                                                 |  | 35         
|                                                                                                | 
|PART II. OTHER INFORMATION                                                                      |  |            
|                                                                                                | 
|ITEM 1. Legal Proceedings                                                                       |  | 36         
|                                                                                                | 
|ITEM 1A. Risk Factors                                                                           |  | 36         
|                                                                                                | 
|ITEM 2. Unregistered Sale of Equity Securities and Use of Proceeds                              |  | 36         
|                                                                                                | 
|ITEM 4. Submission of Matters to a Vote of Security Holders                                     |  | 37         
|                                                                                                | 
|ITEM 6. Exhibits                                                                                |  | 37         
|                                                                                                | 
|SIGNATURES                                                                                      |  | 38         



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##### Table of Contents

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 EndedJune 30 |         | Six Months EndedJune 30
|                                                        |  | 2006                      |         | 2005                    |   | 2006    |  | 2005
|Net sales                                               |  | $                         | 330,066 |                         | $ | 271,842 |  | $    | 632,016 |  | $ | 510,956
|Cost of goods sold                                      |  |                           | 260,365 |                         |   | 219,681 |  |      | 498,311 |  |   | 415,682
|                                                        |  |                           |         |                         |   |         |  |      |         |  |   |        
|Gross profit                                            |  |                           | 69,701  |                         |   | 52,161  |  |      | 133,705 |  |   | 95,274 
|                                                        |  |                           |         |                        
|Operating profit from TEL marketing agreements services |  |                           | 1,850   |                         |   | 6,826   |  |      | 3,188   |  |   | 13,277 
|                                                        |  |                           |         |                        
|Selling, general, and administrative expenses           |  |                           | 26,668  |                         |   | 23,969  |  |      | 51,466  |  |   | 46,262 
|Research, development, and testing expenses             |  |                           | 17,116  |                         |   | 15,797  |  |      | 33,682  |  |   | 32,077 
|Special item income                                     |  |                           | 3,250   |                         |   | 3,868   |  |      | 3,250   |  |   | 3,868  
|                                                        |  |                           |         |                         |   |         |  |      |         |  |   |        
|Operating profit                                        |  |                           | 31,017  |                         |   | 23,089  |  |      | 54,995  |  |   | 34,080 
|                                                        |  |                           |         |                        
|Interest and financing expenses                         |  |                           | 3,866   |                         |   | 4,455   |  |      | 7,772   |  |   | 8,782  
|Other income, net                                       |  |                           | 5,046   |                         |   | 131     |  |      | 5,643   |  |   | 371    
|                                                        |  |                           |         |                         |   |         |  |      |         |  |   |        
|Income before income taxes                              |  |                           | 32,197  |                         |   | 18,765  |  |      | 52,866  |  |   | 25,669 
|Income tax expense                                      |  |                           | 11,828  |                         |   | 5,698   |  |      | 18,725  |  |   | 7,840  
|                                                        |  |                           |         |                         |   |         |  |      |         |  |   |        
|Net income                                              |  | $                         | 20,369  |                         | $ | 13,067  |  | $    | 34,141  |  | $ | 17,829 
|                                                        |  |                           |         |                         |   |         |  |      |         |  |   |        
|Basic earnings per share                                |  | $                         | 1.18    |                         | $ | 0.77    |  | $    | 1.99    |  | $ | 1.05   
|                                                        |  |                           |         |                         |   |         |  |      |         |  |   |        
|Diluted earnings per share                              |  | $                         | 1.17    |                         | $ | 0.76    |  | $    | 1.96    |  | $ | 1.03   
|                                                        |  |                           |         |                         |   |         |  |      |         |  |   |        
|Shares used to compute basic earnings per share         |  |                           | 17,232  |                         |   | 17,016  |  |      | 17,177  |  |   | 16,999 
|                                                        |  |                           |         |                         |   |         |  |      |         |  |   |        
|Shares used to compute diluted earnings per share       |  |                           | 17,411  |                         |   | 17,305  |  |      | 17,403  |  |   | 17,310 
|                                                        |  |                           |         |                         |   |         |  |      |         |  |   |        
|Cash dividends declared per common share                |  | $                         | 0.125   |                         | $ |        |  | $    | 0.25    |  | $ |       
|                                                        |  |                           |         |                         |   |         |  |      |         |  |   |        

See accompanying notes to the condensed consolidated financial statements.



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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)



|                                                                                                        |  |             |         |   |                 |   |         |  
|------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | - | --------------- | - | ------- | -
|                                                                                                        |  | June 302006 |         |   | December 312005 |  
|ASSETS                                                                                                  |  |             |         |   |                 |   |         |  
|Current assets:                                                                                         |  |             |         |   |                 |   |         |  
|Cash and cash equivalents                                                                               |  | $           | 63,872  |   |                 | $ | 56,413  |  
|Restricted cash                                                                                         |  |             | 240     |   |                 |   | 1,419   |  
|Trade and other accounts receivable, less allowance for doubtful accounts ($891 - 2006; $1,045 - 2005)  |  |             | 194,376 |   |                 |   | 189,460 |  
|Inventories:                                                                                            |  |             |         |   |                 |   |         |  
|Finished goods                                                                                          |  |             | 136,097 |   |                 |   | 121,493 |  
|Raw materials                                                                                           |  |             | 23,548  |   |                 |   | 22,440  |  
|Stores, supplies and other                                                                              |  |             | 8,454   |   |                 |   | 8,066   |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|                                                                                                        |  |             | 168,099 |   |                 |   | 151,999 |  
|                                                                                                        |  |            
|Deferred income taxes                                                                                   |  |             | 7,626   |   |                 |   | 9,289   |  
|Prepaid expenses                                                                                        |  |             | 5,499   |   |                 |   | 3,119   |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|Total current assets                                                                                    |  |             | 439,712 |   |                 |   | 411,699 |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|Property, plant and equipment, at cost                                                                  |  |             | 737,479 |   |                 |   | 764,945 |  
|Less accumulated depreciation and amortization                                                          |  |             | 582,376 |   |                 |   | 610,939 |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|Net property, plant and equipment                                                                       |  |             | 155,103 |   |                 |   | 154,006 |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|Prepaid pension cost                                                                                    |  |             | 17,253  |   |                 |   | 18,316  |  
|Deferred income taxes                                                                                   |  |             | 20,497  |   |                 |   | 23,157  |  
|Other assets and deferred charges                                                                       |  |             | 42,137  |   |                 |   | 44,480  |  
|Intangibles, net of amortization                                                                        |  |             | 47,692  |   |                 |   | 49,874  |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|Total assets                                                                                            |  | $           | 722,394 |   |                 | $ | 701,532 |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                    |  |             |         |   |                 |   |         |  
|Current liabilities:                                                                                    |  |             |         |   |                 |   |         |  
|Accounts payable                                                                                        |  | $           | 84,636  |   |                 | $ | 88,350  |  
|Accrued expenses                                                                                        |  |             | 54,215  |   |                 |   | 58,847  |  
|Dividends payable                                                                                       |  |             | 2,157   |   |                 |   |        |  
|Book overdraft                                                                                          |  |             | 4,114   |   |                 |   | 4,222   |  
|Long-term debt, current portion                                                                         |  |             | 660     |   |                 |   | 640     |  
|Income taxes payable                                                                                    |  |             | 8,335   |   |                 |   | 14,728  |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|Total current liabilities                                                                               |  |             | 154,117 |   |                 |   | 166,787 |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|Long-term debt                                                                                          |  |             | 152,849 |   |                 |   | 153,189 |  
|Other noncurrent liabilities                                                                            |  |             | 115,706 |   |                 |   | 115,496 |  
|                                                                                                        |  |            
|Commitments and contingencies (Note 9)                                                                  |  |             |         |   |                 |   |         |  
|                                                                                                        |  |            
|Shareholders equity:                                                                                   |  |             |         |   |                 |   |         |  
|Common stock and paid-in capital (without par value) Issued - 17,245,259 in 2006 and 17,081,559 in 2005 |  |             | 86,522  |   |                 |   | 85,162  |  
|Accumulated other comprehensive loss                                                                    |  |             | (28,045 | ) |                 |   | (30,511 | )
|Retained earnings                                                                                       |  |             | 241,245 |   |                 |   | 211,409 |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|                                                                                                        |  |             | 299,722 |   |                 |   | 266,060 |  
|                                                                                                        |  |             |         |   |                 |   |         |  
|Total liabilities and shareholders equity                                                              |  | $           | 722,394 |   |                 | $ | 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)



|                                                                             |  |                         |         |   |      |   |         |  
|---------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | -
|                                                                             |  | Six Months EndedJune 30 |        
|                                                                             |  | 2006                    |         |   | 2005 |  
|Cash and cash equivalents at beginning of year                               |  | $                       | 56,413  |   |      | $ | 28,778  |  
|                                                                             |  |                         |         |   |      |   |         |  
|Cash flows from operating activities:                                        |  |                         |         |   |      |   |         |  
|Net income                                                                   |  |                         | 34,141  |   |      |   | 17,829  |  
|Adjustments to reconcile net income to cash flows from operating activities: |  |                         |         |   |      |   |         |  
|Depreciation and other amortization                                          |  |                         | 14,878  |   |      |   | 17,565  |  
|Amortization of deferred financing costs                                     |  |                         | 945     |   |      |   | 945     |  
|Noncash pension expense                                                      |  |                         | 6,742   |   |      |   | 6,506   |  
|Deferred income tax expense (benefit)                                        |  |                         | 3,106   |   |      |   | (458    | )
|Gain on insurance settlement                                                 |  |                         |        |   |      |   | (3,868  | )
|Gain on sale of property                                                     |  |                         | (3,250  | ) |      |   |        |  
|Interest on income tax settlement                                            |  |                         | (4,429  | ) |      |   |        |  
|Working capital changes                                                      |  |                         | (33,356 | ) |      |   | (40,323 | )
|Excess tax benefits from stock-based payment arrangements                    |  |                         | (648    | ) |      |   |        |  
|Cash pension contributions                                                   |  |                         | (7,272  | ) |      |   | (5,061  | )
|Proceeds from insurance settlement                                           |  |                         | 4,200   |   |      |   | 9,750   |  
|Proceeds from income tax settlement                                          |  |                         | 911     |   |      |   |        |  
|Long-term receivable - TEL marketing agreements                              |  |                         | 887     |   |      |   | 618     |  
|Other, net                                                                   |  |                         | (200    | ) |      |   | 4,449   |  
|                                                                             |  |                         |         |   |      |   |         |  
|Cash provided from operating activities                                      |  |                         | 16,655  |   |      |   | 7,952   |  
|                                                                             |  |                         |         |   |      |   |         |  
|Cash flows from investing activities:                                        |  |                         |         |   |      |   |         |  
|Capital expenditures                                                         |  |                         | (10,033 | ) |      |   | (7,074  | )
|Proceeds from sale of property                                               |  |                         | 3,408   |   |      |   |        |  
|Other, net                                                                   |  |                         | 83      |   |      |   | 121     |  
|                                                                             |  |                         |         |   |      |   |         |  
|Cash used in investing activities                                            |  |                         | (6,542  | ) |      |   | (6,953  | )
|                                                                             |  |                         |         |   |      |   |         |  
|Cash flows from financing activities:                                        |  |                         |         |   |      |   |         |  
|Net borrowings under revolving credit agreement                              |  |                         |        |   |      |   | 4,000   |  
|Dividends paid                                                               |  |                         | (2,148  | ) |      |   |        |  
|Change in book overdraft                                                     |  |                         | (108    | ) |      |   | 1,156   |  
|Proceeds from exercise of stock options                                      |  |                         | 712     |   |      |   | 227     |  
|Excess tax benefits from stock-based payment arrangements                    |  |                         | 648     |   |      |   |        |  
|Payment of capital leases                                                    |  |                         | (320    | ) |      |   | (300    | )
|                                                                             |  |                         |         |   |      |   |         |  
|Cash (used in) provided from financing activities                            |  |                         | (1,216  | ) |      |   | 5,083   |  
|                                                                             |  |                         |         |   |      |   |         |  
|Effect of foreign exchange on cash and cash equivalents                      |  |                         | (1,438  | ) |      |   | (3,407  | )
|                                                                             |  |                         |         |   |      |   |         |  
|Increase in cash and cash equivalents                                        |  |                         | 7,459   |   |      |   | 2,675   |  
|                                                                             |  |                         |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                   |  | $                       | 63,872  |   |      | $ | 31,453  |  
|                                                                             |  |                         |         |   |      |   |         |  

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
June 30, 2006, as well as our consolidated results of operations for the three-months and six-months ended June 30, 2006 and June 30, 2005 and our consolidated cash flows for the six-months ended June 30, 2006 and June 30,
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 and six-month periods ended June 30, 2006 are not necessarily indicative of the results to be expected for the full year ending December 31, 2006. 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 June 30, 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.

Cash dividends declared for the six-months ended June 30, 2006 totaled 25 cents per
share including a dividend of 12.5 cents per share declared on February 23, 2006 and paid April 3, 2006, as well as a dividend of 12.5 cents per share declared on April 27, 2006 and paid on July 3, 2006. There were no dividends
declared or paid for the six-months ended June 30, 2005.



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

The following table
illustrates the activity associated with our asset retirement obligations for the six-months ended June 30, 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.



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|                                                 |  |                |        |   |                 |   |        |  
|------------------------------------------------ |  | -------------- | ------ | - | --------------- | - | ------ | -
|                                                 |  | June 30 2006   |        |   | December 312005 |  
|                                                 |  | (in thousands) |       
|Asset retirement obligation, beginning of period |  | $              | 10,386 |   |                 | $ | 10,268 |  
|Accretion expense                                |  |                | 356    |   |                 |   | 761    |  
|Liabilities incurred                             |  |                |       |   |                 |   | 675    |  
|Liabilities settled                              |  |                | (2,117 | ) |                 |   | (3,736 | )
|Changes in expected cash flows and timing        |  |                | (774   | ) |                 |   | 2,292  |  
|Foreign currency impact                          |  |                | 171    |   |                 |   | 126    |  
|                                                 |  |                |        |   |                 |   |        |  
|Asset retirement obligation, end of period       |  | $              | 8,022  |   |                 | $ | 10,386 |  
|                                                 |  |                |        |   |                 |   |        |  



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

On May 27, 2004, at
the Ethyl Corporation (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, options (which may be either incentive stock options or nonqualified stock options,) or stock appreciation rights (SARs), which may be
granted with a related option. 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 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 options outstanding is presented
below in whole shares.



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|                               |  |          |   |  |                               |       |                                                   |      |                                       |   |      
|------------------------------ |  | -------- | - |  | ----------------------------- | ----- | ------------------------------------------------- | ---- | ------------------------------------- | - | -----
|                               |  | Shares   |   |  | Weighted-AverageExercisePrice |       | Weighted-AverageRemainingContractualTerm in Years |      | AggregateIntrinsicValue (inthousands)
|Outstanding at January 1, 2006 |  | 379,200  |   |  | $                             | 9.63  |                                                   |      |                                       |   |      
|Exercised                      |  | (163,700 | ) |  |                               | 4.35  |                                                   |      |                                       | $ | 6,002
|                               |  |          |   |  |                               |       |                                                   |      |                                       |   |      
|Outstanding at June 30, 2006   |  | 215,500  |   |  | $                             | 13.64 |                                                   | 4.23 |                                       | $ | 7,634
|                               |  |          |   |  |                               |       |                                                   |      |                                       |   |      
|Exercisable at June 30, 2006   |  | 165,500  |   |  | $                             | 4.35  |                                                   | 5.37 |                                       | $ | 7,400
|                               |  |          |   |  |                               |       |                                                   |      |                                       |   |      

We have outstanding 50,000 options to purchase shares of our common stock at an exercise price of
$44.375 per share. Each of these options includes an associated SAR. At June 30, 2006, none of these options are vested or exercisable. These options will become 100% vested and exercisable on November 13, 2006 and will expire on
December 13, 2006. We also have outstanding 165,500 options to purchase shares of our common stock at an exercise price of $4.35 per share. None of these options include an associated SAR. These options are fully vested and exercisable at
June 30, 2006. 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 recorded compensation costs of $234 thousand during the three-months and six-months ended June 30, 2006 related to our stock options. We recognized a tax benefit on the
$4.35 options of $648 thousand for the six-months ended June 30, 2006 and $72 thousand for the three-months ended June 30, 2006.

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 and six-months ended June 30, 2005.



8



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|                                                                                                                              |  |                                          |        |                               |   |        |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ------ | ----------------------------- | - | ------ | -
|                                                                                                                              |  | Three Months EndedJune 30, 2005          |        | Six Months EndedJune 30, 2005 |  
|                                                                                                                              |  | (in thousands, except per share amounts) |       
|Net income, as reported                                                                                                       |  | $                                        | 13,067 |                               | $ | 17,829 |  
|Less: Total stock-based employee compensation expense determined under the fair-value based method, net of related tax effect |  |                                          |       |                               |   | (23    | )
|                                                                                                                              |  |                                          |        |                               |   |        |  
|Net income, pro forma                                                                                                         |  | $                                        | 13,067 |                               | $ | 17,806 |  
|                                                                                                                              |  |                                          |        |                               |   |        |  
|Earnings per share:                                                                                                           |  |                                          |        |                               |   |        |  
|Basic, as reported                                                                                                            |  | $                                        | 0.77   |                               | $ | 1.05   |  
|                                                                                                                              |  |                                          |        |                               |   |        |  
|Basic, pro forma                                                                                                              |  | $                                        | 0.77   |                               | $ | 1.05   |  
|                                                                                                                              |  |                                          |        |                               |   |        |  
|Diluted, as reported                                                                                                          |  | $                                        | 0.76   |                               | $ | 1.03   |  
|                                                                                                                              |  |                                          |        |                               |   |        |  
|Diluted, pro forma                                                                                                            |  | $                                        | 0.76   |                               | $ | 1.03   |  
|                                                                                                                              |  |                                          |        |                               |   |        |  



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

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

Net Sales by Segment

(in
millions)



|                       |  |                           |       |                         |   |       |  |      |       |  |   |      
|---------------------- |  | ------------------------- | ----- | ----------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                       |  | Three Months EndedJune 30 |       | Six Months EndedJune 30
|                       |  | 2006                      |       | 2005                    |   | 2006  |  | 2005
|Petroleum additives    |  | $                         | 325.0 |                         | $ | 269.0 |  | $    | 624.5 |  | $ | 506.2
|Tetraethyl lead        |  |                           | 5.1   |                         |   | 2.8   |  |      | 7.5   |  |   | 4.8  
|                       |  |                           |       |                         |   |       |  |      |       |  |   |      
|Consolidated net sales |  | $                         | 330.1 |                         | $ | 271.8 |  | $    | 632.0 |  | $ | 511.0
|                       |  |                           |       |                         |   |       |  |      |       |  |   |      



9



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##### Table of Contents

Segment Operating Profit

(in millions)



|                                               |  |                           |      |   |                         |   |      |      |  |   |      |   |  |   |      |  
|---------------------------------------------- |  | ------------------------- | ---- | - | ----------------------- | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                               |  | Three Months EndedJune 30 |      |   | Six Months EndedJune 30 |  
|                                               |  | 2006                      |      |   | 2005                    |   |      | 2006 |  |   | 2005 |  
|Petroleum additives                            |  | $                         | 27.1 |   |                         | $ | 16.4 |      |  | $ | 52.8 |   |  | $ | 25.6 |  
|Tetraethyl lead (a)                            |  |                           | 2.3  |   |                         |   | 9.4  |      |  |   | 2.5  |   |  |   | 13.6 |  
|Contract manufacturing and other               |  |                           | 1.2  |   |                         |   | 1.0  |      |  |   | 2.3  |   |  |   | 1.7  |  
|                                               |  |                           |      |   |                         |   |      |      |  |   |      |   |  |   |      |  
|Segment operating profit                       |  |                           | 30.6 |   |                         |   | 26.8 |      |  |   | 57.6 |   |  |   | 40.9 |  
|Corporate, general, and administrative expense |  |                           | (2.8 | ) |                         |   | (3.3 | )    |  |   | (5.8 | ) |  |   | (6.2 | )
|Special item (b)                               |  |                           | 3.3  |   |                         |   |     |      |  |   | 3.3  |   |  |   |     |  
|Interest expense                               |  |                           | (3.9 | ) |                         |   | (4.5 | )    |  |   | (7.8 | ) |  |   | (8.8 | )
|Other income (expense), net (c)                |  |                           | 5.0  |   |                         |   | (0.2 | )    |  |   | 5.6  |   |  |   | (0.2 | )
|                                               |  |                           |      |   |                         |   |      |      |  |   |      |   |  |   |      |  
|Income before income taxes                     |  | $                         | 32.2 |   |                         | $ | 18.8 |      |  | $ | 52.9 |   |  | $ | 25.7 |  
|                                               |  |                           |      |   |                         |   |      |      |  |   |      |   |  |   |      |  

---

Certain prior period amounts have
been reclassified to conform to the current presentation. There was no impact on net income in any period as a result of such reclassifications.



| | (a) | The tetraethyl lead segment for the three-months and six-months ended June 30, 2005 included a gain of $3.9 million associated with the insurance settlement related to
premises asbestos liabilities. The after-tax gain amounted to $2.5 million.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | The special item for both 2006 periods represents a $ 3.3 million gain ( $2.0 million after tax) on the sale of property.
| | --- | -------------------------------------------------------------------------------------------------------------------------

| | (c) | Other income (expense), net for both 2006 periods includes a $4.4 million gain ($2.9 million after tax) for interest on an income tax settlement.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------

Depreciation and Amortization

(in
millions)



|                                    |  |                           |     |                         |   |      |  |      |      |  |   |     
|----------------------------------- |  | ------------------------- | --- | ----------------------- | - | ---- |  | ---- | ---- |  | - | ----
|                                    |  | Three Months EndedJune 30 |     | Six Months EndedJune 30
|                                    |  | 2006                      |     | 2005                    |   | 2006 |  | 2005
|Petroleum additives                 |  | $                         | 5.7 |                         | $ | 6.4  |  | $    | 11.5 |  | $ | 13.5
|Tetraethyl lead                     |  |                           | 1.3 |                         |   | 1.7  |  |      | 2.7  |  |   | 3.4 
|Other long-lived assets             |  |                           | 0.4 |                         |   | 0.3  |  |      | 0.7  |  |   | 0.7 
|                                    |  |                           |     |                         |   |      |  |      |      |  |   |     
|Total depreciation and amortization |  | $                         | 7.4 |                         | $ | 8.4  |  | $    | 14.9 |  | $ | 17.6
|                                    |  |                           |     |                         |   |      |  |      |      |  |   |     



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

During the
six-months ended June 30, 2006, we made contributions of approximately $3.7 million for domestic pension plans and approximately $1.3 million 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 to $3 million for our domestic postretirement plans.



10



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We made contributions of approximately $3.6 million for our foreign pension plans and approximately $60
thousand for a foreign postretirement plan during the six-months ended June 30, 2006. During 2006, we expect to make total contributions of approximately $7 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.



|                                   |  |                           |        |   |                         |   |        |      |  |   |        |   |  |   |        |  
|---------------------------------- |  | ------------------------- | ------ | - | ----------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                   |  | Domestic                  |       
|                                   |  | Pension Benefits          |       
|                                   |  | Three Months EndedJune 30 |        |   | Six Months EndedJune 30 |  
|                                   |  | 2006                      |        |   | 2005                    |   |        | 2006 |  |   | 2005   |  
|                                   |  | (in thousands)            |       
|Service cost                       |  | $                         | 1,432  |   |                         | $ | 1,368  |      |  | $ | 2,865  |   |  | $ | 2,736  |  
|Interest cost                      |  |                           | 1,558  |   |                         |   | 1,479  |      |  |   | 3,115  |   |  |   | 2,955  |  
|Expected return on plan assets     |  |                           | (1,564 | ) |                         |   | (1,497 | )    |  |   | (3,128 | ) |  |   | (2,993 | )
|Amortization of prior service cost |  |                           | 113    |   |                         |   | 200    |      |  |   | 227    |   |  |   | 400    |  
|Amortization of net loss           |  |                           | 650    |   |                         |   | 506    |      |  |   | 1,300  |   |  |   | 1,012  |  
|                                   |  |                           |        |   |                         |   |        |      |  |   |        |   |  |   |        |  
|                                   |  | $                         | 2,189  |   |                         | $ | 2,056  |      |  | $ | 4,379  |   |  | $ | 4,110  |  
|                                   |  |                           |        |   |                         |   |        |      |  |   |        |   |  |   |        |  
|                                   | 
|                                   |  | Domestic                  |       
|                                   |  | Postretirement Benefits   |       
|                                   |  | Three Months EndedJune 30 |        |   | Six Months EndedJune 30 |  
|                                   |  | 2006                      |        |   | 2005                    |   |        | 2006 |  |   | 2005   |  
|                                   |  | (in thousands)            |       
|Service cost                       |  | $                         | 409    |   |                         | $ | 341    |      |  | $ | 819    |   |  | $ | 681    |  
|Interest cost                      |  |                           | 958    |   |                         |   | 918    |      |  |   | 1,916  |   |  |   | 1,854  |  
|Expected return on plan assets     |  |                           | (470   | ) |                         |   | (486   | )    |  |   | (941   | ) |  |   | (971   | )
|Amortization of prior service cost |  |                           | (5     | ) |                         |   | (7     | )    |  |   | (10    | ) |  |   | (14    | )
|                                   |  |                           |        |   |                         |   |        |      |  |   |        |   |  |   |        |  
|                                   |  | $                         | 892    |   |                         | $ | 766    |      |  | $ | 1,784  |   |  | $ | 1,550  |  
|                                   |  |                           |        |   |                         |   |        |      |  |   |        |   |  |   |        |  



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|                                   |  |                           |       |   |                         |   |       |                         |  |   |                  |   |  |   |        |  
|---------------------------------- |  | ------------------------- | ----- | - | ----------------------- | - | ----- | ----------------------- |  | - | ---------------- | - |  | - | ------ | -
|                                   |  | Foreign                   |      
|                                   |  | Pension Benefits          |      
|                                   |  | Three Months EndedJune 30 |       |   | Six Months EndedJune 30 |  
|                                   |  | 2006                      |       |   | 2005                    |   |       | 2006                    |  |   | 2005             |  
|                                   |  | (in thousands)            |      
|Service cost                       |  | $                         | 662   |   |                         | $ | 529   |                         |  | $ | 1,299            |   |  | $ | 1,070  |  
|Interest cost                      |  |                           | 1,078 |   |                         |   | 1,058 |                         |  |   | 2,114            |   |  |   | 2,171  |  
|Expected return on plan assets     |  |                           | (981  | ) |                         |   | (873  | )                       |  |   | (1,928           | ) |  |   | (1,762 | )
|Amortization of prior service cost |  |                           | 83    |   |                         |   | 80    |                         |  |   | 159              |   |  |   | 162    |  
|Amortization of transition asset   |  |                           | (8    | ) |                         |   | (11   | )                       |  |   | (17              | ) |  |   | (23    | )
|Amortization of net loss           |  |                           | 375   |   |                         |   | 385   |                         |  |   | 736              |   |  |   | 778    |  
|                                   |  |                           |       |   |                         |   |       |                         |  |   |                  |   |  |   |        |  
|                                   |  | $                         | 1,209 |   |                         | $ | 1,168 |                         |  | $ | 2,363            |   |  | $ | 2,396  |  
|                                   |  |                           |       |   |                         |   |       |                         |  |   |                  |   |  |   |        |  
|                                   |  |                           |      
|                                   |  |                           |       |   |                         |   |       | Foreign                 | 
|                                   |  |                           |       |   |                         |   |       | Postretirement Benefits | 
|                                   |  |                           |       |   |                         |   |       | Three Months Ended      |  |   | Six Months Ended |  
|                                   |  |                           |       |   |                         |   |       |                         |  |  
|                                   |  |                           |       |   |                         |   |       |                         |  |  
|                                   |  |                           |       |   |                         |   |       | June 30                 | 
|                                   |  |                           |       |   |                         |   |       | 2006                    |  |   | 2006             |  
|                                   |  |                           |       |   |                         |   |       | (in thousands)          | 
|Service cost                       |  |                           |       |   |                         |   |       |                         |  | $ | 5                |   |  | $ | 9      |  
|Interest cost                      |  |                           |       |   |                         |   |       |                         |  |   | 28               |   |  |   | 56     |  
|Expected return on plan assets     |  |                           |       |   |                         |   |       |                         |  |   | 17               |   |  |   | 33     |  
|Amortization of prior service cost |  |                           |       |   |                         |   |       |                         |  |   | 13               |   |  |   | 26     |  
|                                   |  |                           |       |   |                         |   |       |                         |  |   |                  |   |  |   |        |  
|                                   |  |                           |       |   |                         |   |       |                         |  | $ | 63               |   |  | $ | 124    |  
|                                   |  |                           |       |   |                         |   |       |                         |  |   |                  |   |  |   |        |  

During June 2006, we amended our domestic salaried pension plan. The amendment changes the factors
for determining early retirement benefits so that the early retirement benefit payable at all ages is actuarially equivalent to the normal retirement benefit payable at age 65. Previously, the early retirement factors resulted in a more favorable
retirement benefit at ages prior to 65. The amendment is effective August 1, 2006 and has resulted in a remeasurement of the domestic salaried plan and the domestic non-qualified plan. The remeasurement has resulted in a lower pension expense,
as well as lower actuarial liabilities for the salaried and non-qualified plans. The impact of this remeasurement on the second quarter 2006 was not material.



|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 June 30, 2006 and June 30, 2005, there were outstanding options to purchase 50,000 shares of NewMarket common stock at an exercise price
of $44.375 per share. Prior to June 30, 2006, these options were not included in the computation of diluted earnings per share due to their anti-dilutive impact. These options were included in the calculation of diluted earnings per share for
the three-months ended June 30, 2006.



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|                                                     |  |                                          |        |                         |   |        |  |      |        |  |   |       
|---------------------------------------------------- |  | ---------------------------------------- | ------ | ----------------------- | - | ------ |  | ---- | ------ |  | - | ------
|                                                     |  | Three Months EndedJune 30                |        | Six Months EndedJune 30
|                                                     |  | 2006                                     |        | 2005                    |   | 2006   |  | 2005
|                                                     |  | (in thousands, except per share amounts)
|Basic earnings per share                             |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Numerator:                                           |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Income from continuing operations, as reported       |  | $                                        | 20,369 |                         | $ | 13,067 |  | $    | 34,141 |  | $ | 17,829
|                                                     |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Denominator:                                         |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Average number of shares of common stock outstanding |  |                                          | 17,232 |                         |   | 17,016 |  |      | 17,177 |  |   | 16,999
|                                                     |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Basic earnings per share                             |  | $                                        | 1.18   |                         | $ | .77    |  | $    | 1.99   |  | $ | 1.05  
|                                                     |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Diluted earnings per share                           |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Numerator:                                           |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Income from continuing operations, as reported       |  | $                                        | 20,369 |                         | $ | 13,067 |  | $    | 34,141 |  | $ | 17,829
|Denominator:                                         |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Average number of shares of common stock outstanding |  |                                          | 17,232 |                         |   | 17,016 |  |      | 17,177 |  |   | 16,999
|Shares issuable upon exercise of stock options       |  |                                          | 179    |                         |   | 289    |  |      | 226    |  |   | 311   
|                                                     |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Total shares                                         |  |                                          | 17,411 |                         |   | 17,305 |  |      | 17,403 |  |   | 17,310
|                                                     |  |                                          |        |                         |   |        |  |      |        |  |   |       
|Diluted earnings per share                           |  | $                                        | 1.17   |                         | $ | .76    |  | $    | 1.96   |  | $ | 1.03  
|                                                     |  |                                          |        |                         |   |        |  |      |        |  |   |       



13



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

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



|                                |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|------------------------------- |  | ------------------------ | ------- | ----------------------- | - | ------------------- |  | ----------------------- | ------- |  | - | ------
|                                |  | June 30 2006             |         | December 31 2005       
|                                |  | Identifiable Intangibles
|                                |  | GrossCarryingAmount      |         | AccumulatedAmortization |   | GrossCarryingAmount |  | AccumulatedAmortization
|                                |  | (in thousands)          
|Amortizing intangible assets    |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|Formulas                        |  | $                        | 85,910  |                         | $ | 42,168              |  | $                       | 85,910  |  | $ | 39,905
|Contracts                       |  |                          | 40,873  |                         |   | 40,873              |  |                         | 40,873  |  |   | 40,873
|                                |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|                                |  | $                        | 126,783 |                         | $ | 83,041              |  | $                       | 126,783 |  | $ | 80,778
|                                |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|Nonamortizing intangible assets |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|Minimum pension liabilities     |  | $                        | 3,950   |                         |   |                     |  | $                       | 3,869   |  |   |       
|                                |  |                          |         |                         |   |                     |  |                         |         |  |   |       
|Aggregate amortization expense  |  |                          |         |                         | $ | 2,263               |  |                         |         |  | $ | 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 a period of 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:



|                                     |  |                |         |   |                  |   |         |  
|------------------------------------ |  | -------------- | ------- | - | ---------------- | - | ------- | -
|                                     |  | June 30 2006   |         |   | December 31 2005 |  
|                                     |  | (in thousands) |        
|Senior notes                         |  | $              | 150,000 |   |                  | $ | 150,000 |  
|Capital lease obligations            |  |                | 3,509   |   |                  |   | 3,829   |  
|                                     |  |                |         |   |                  |   |         |  
|                                     |  |                | 153,509 |   |                  |   | 153,829 |  
|Current maturities of long-term debt |  |                | (660    | ) |                  |   | (640    | )
|                                     |  |                |         |   |                  |   |         |  
|                                     |  | $              | 152,849 |   |                  | $ | 153,189 |  
|                                     |  |                |         |   |                  |   |         |  



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|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.

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.

We are currently disputing certain product costs from Innospec Inc. (formerly The Associated Octel Company Limited and its affiliates) (Innospec)
regarding our North American TEL supply. We are confident in our position and believe we will prevail. Regardless of the outcome, we do not believe the dispute will have a material effect on the financial condition or results of operations of
NewMarket. However, with TEL segment operating profit at such a low level, a relatively small increase in cost may be material to TEL segment results.

Our accruals for environmental remediation were approximately $22 million at June 30, 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 $5 million at June 30, 2006 and $7 million at December 31, 2005.

During the second quarter 2005, we entered into an agreement with Travelers Indemnity Company (Travelers) resolving certain long standing issues regarding our coverage for certain premises asbestos claims. In addition, our agreement
with Travelers provides a procedure for allocating defense and indemnity costs with respect to certain future premises asbestos claims. The lawsuit we had previously filed against Travelers in the Southern District of Texas was dismissed.

We also settled our outstanding receivable from Albemarle Corporation (Albemarle) for certain premises asbestos liability
obligations. As a result of the insurance settlement described above, the outstanding amount owed to us by Albemarle was adjusted to $1.4 million, compared to $4 million at year-end 2004. Albemarle paid us $1.4 million in the third quarter
of 2005.

These settlements resulted in an aggregate gain of $3.9 million, which is included as a special item for the three-months and
six-months ended June 30, 2005. The net gain represents amounts paid to us to settle historical claims in excess of the receivables we carried on our financial statements from both Travelers and Albemarle in the aggregate.



15



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##### Table of Contents

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

The components of comprehensive income consist of the following:



|                                                  |  |                           |        |   |                         |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------- |  | ------------------------- | ------ | - | ----------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                  |  | Three Months EndedJune 30 |        |   | Six Months EndedJune 30 |  
|                                                  |  | 2006                      |        |   | 2005                    |   |        | 2006 |  |   | 2005   |  
|                                                  |  | (in thousands)            |       
|Net income                                        |  | $                         | 20,369 |   |                         | $ | 13,067 |      |  | $ | 34,141 |   |  | $ | 17,829 |  
|Other comprehensive income (loss), net of tax     |  |                           |        |   |                         |   |        |      |  |   |        |   |  |   |        |  
|Unrealized (loss) on marketable equity securities |  |                           | (19    | ) |                         |   | (4     | )    |  |   | (19    | ) |  |   | (103   | )
|Unrealized (loss) gain on derivative instruments  |  |                           | (50    | ) |                         |   | 583    |      |  |   | (50    | ) |  |   | 1,454  |  
|Foreign currency translation adjustments          |  |                           | 1,925  |   |                         |   | (3,076 | )    |  |   | 2,535  |   |  |   | (4,973 | )
|                                                  |  |                           |        |   |                         |   |        |      |  |   |        |   |  |   |        |  
|Other comprehensive income (loss)                 |  |                           | 1,856  |   |                         |   | (2,497 | )    |  |   | 2,466  |   |  |   | (3,622 | )
|                                                  |  |                           |        |   |                         |   |        |      |  |   |        |   |  |   |        |  
|Comprehensive income                              |  | $                         | 22,225 |   |                         | $ | 10,570 |      |  | $ | 36,607 |   |  | $ | 14,207 |  
|                                                  |  |                           |        |   |                         |   |        |      |  |   |        |   |  |   |        |  

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



|                                                |  |                |         |   |                 |   |         |  
|----------------------------------------------- |  | -------------- | ------- | - | --------------- | - | ------- | -
|                                                |  | June 30 2006   |         |   | December 312005 |  
|                                                |  | (in thousands) |        
|Unrealized gain on marketable equity securities |  | $              |        |   |                 | $ | 19      |  
|Unrealized (loss) on derivative instruments     |  |                | (50     | ) |                 |   |        |  
|Minimum pension liability adjustment            |  |                | (18,313 | ) |                 |   | (18,313 | )
|Foreign currency translation adjustments        |  |                | (9,682  | ) |                 |   | (12,217 | )
|                                                |  |                |         |   |                 |   |         |  
|Accumulated other comprehensive loss            |  | $              | (28,045 | ) |                 | $ | (30,511 | )
|                                                |  |                |         |   |                 |   |         |  



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

In June
2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in the financial statements in accordance with Financial Accounting Statement No. 109, Accounting for Income Taxes. The interpretation is effective for fiscal years beginning after
December 15, 2006. We do not expect FIN 48 to have a material impact on our financial statements.



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

We have
outstanding $150 million aggregate principal amount of 8.875% senior notes due 2010. The senior notes 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 condensed consolidating statements of income for the three-months and six-months ended June 30, 2006 and June 30,
2005, condensed consolidating balance sheets as of June 30, 2006 and December 31, 2005, and condensed consolidating statements of cash flows for the six-months ended June 30, 2006 and June 30, 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

Condensed Consolidating Statements of Income

Three Months Ended June 30,
2006

(in thousands)



|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        
|----------------------------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------- | ------------------------- |  | - | ----------------------------- | - |  | ------------ | ------- | - |  | - | -------
|                                                                        |  | Parent |        |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated
|Net sales                                                               |  | $      |       |   |                       | $ | 250,084 |                           |  | $ | 157,121                       |   |  | $            | (77,139 | ) |  | $ | 330,066
|Cost of goods sold                                                      |  |        |       |   |                       |   | 198,625 |                           |  |   | 139,719                       |   |  |              | (77,979 | ) |  |   | 260,365
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        
|Gross profit                                                            |  |        |       |   |                       |   | 51,459  |                           |  |   | 17,402                        |   |  |              | 840     |   |  |   | 69,701 
|                                                                        |  |        |        |   |                      
|Operating profit from TEL marketing agreements services                 |  |        |       |   |                       |   | 233     |                           |  |   | 1,617                         |   |  |              |        |   |  |   | 1,850  
|Intercompany service fee income (expense) from TEL marketing agreements |  |        |       |   |                       |   | 1,574   |                           |  |   | (1,574                        | ) |  |              |        |   |  |   |       
|                                                                        |  |        |        |   |                      
|Selling, general, and administrative expenses                           |  |        | 1,252  |   |                       |   | 20,403  |                           |  |   | 5,013                         |   |  |              |        |   |  |   | 26,668 
|Research, development, and testing expenses                             |  |        |       |   |                       |   | 13,185  |                           |  |   | 3,931                         |   |  |              |        |   |  |   | 17,116 
|Special item income                                                     |  |        |       |   |                       |   | 3,250   |                           |  |   |                              |   |  |              |        |   |  |   | 3,250  
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        
|Operating (loss) profit                                                 |  |        | (1,252 | ) |                       |   | 22,928  |                           |  |   | 8,501                         |   |  |              | 840     |   |  |   | 31,017 
|                                                                        |  |        |        |   |                      
|Interest and financing expenses                                         |  |        | 3,893  |   |                       |   | (56     | )                         |  |   | 29                            |   |  |              |        |   |  |   | 3,866  
|Other income (expense), net                                             |  |        | 5,094  |   |                       |   | (145    | )                         |  |   | 97                            |   |  |              |        |   |  |   | 5,046  
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        
|(Loss) income before income taxes and equity income of subsidiaries     |  |        | (51    | ) |                       |   | 22,839  |                           |  |   | 8,569                         |   |  |              | 840     |   |  |   | 32,197 
|Income tax expense                                                      |  |        | 82     |   |                       |   | 8,628   |                           |  |   | 2,804                         |   |  |              | 314     |   |  |   | 11,828 
|Equity income of subsidiaries                                           |  |        | 20,502 |   |                       |   |        |                           |  |   |                              |   |  |              | (20,502 | ) |  |   |       
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        
|Net income                                                              |  | $      | 20,369 |   |                       | $ | 14,211  |                           |  | $ | 5,765                         |   |  | $            | (19,976 | ) |  | $ | 20,369 
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |        



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NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Income

Three Months Ended June 30,
2005

(in thousands)



|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        
|----------------------------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------------------------- |  | - | ----------------------------- | - |  | ------------ | ------- | - |  | - | -------
|                                                                        |  | Parent |        |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated
|Net sales                                                               |  | $      |       |   |                       | $ | 195,949                   |  | $ | 134,772                       |   |  | $            | (58,879 | ) |  | $ | 271,842
|Cost of goods sold                                                      |  |        | 333    |   |                       |   | 167,522                   |  |   | 111,998                       |   |  |              | (60,172 | ) |  |   | 219,681
|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        
|Gross (loss) profit                                                     |  |        | (333   | ) |                       |   | 28,427                    |  |   | 22,774                        |   |  |              | 1,293   |   |  |   | 52,161 
|                                                                        |  |        |        |   |                      
|Operating profit from TEL marketing agreements services                 |  |        |       |   |                       |   | 2,506                     |  |   | 4,320                         |   |  |              |        |   |  |   | 6,826  
|Intercompany service fee income (expense) from TEL marketing agreements |  |        |       |   |                       |   | 4,120                     |  |   | (4,120                        | ) |  |              |        |   |  |   |       
|                                                                        |  |        |        |   |                      
|Selling, general, and administrative expenses                           |  |        | 1,472  |   |                       |   | 10,666                    |  |   | 11,831                        |   |  |              |        |   |  |   | 23,969 
|Research, development, and testing expenses                             |  |        |       |   |                       |   | 12,083                    |  |   | 3,714                         |   |  |              |        |   |  |   | 15,797 
|Special item income                                                     |  |        |       |   |                       |   | 3,868                     |  |   |                              |   |  |              |        |   |  |   | 3,868  
|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        
|Operating (loss) profit                                                 |  |        | (1,805 | ) |                       |   | 16,172                    |  |   | 7,429                         |   |  |              | 1,293   |   |  |   | 23,089 
|                                                                        |  |        |        |   |                      
|Interest and financing expenses                                         |  |        | 4,411  |   |                       |   | 44                        |  |   |                              |   |  |              |        |   |  |   | 4,455  
|Other (expense) income, net                                             |  |        | (14    | ) |                       |   | 89                        |  |   | 56                            |   |  |              |        |   |  |   | 131    
|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        
|(Loss) income before income taxes and equity income of subsidiaries     |  |        | (6,230 | ) |                       |   | 16,217                    |  |   | 7,485                         |   |  |              | 1,293   |   |  |   | 18,765 
|Income tax (benefit) expense                                            |  |        | (2,608 | ) |                       |   | 5,460                     |  |   | 2,362                         |   |  |              | 484     |   |  |   | 5,698  
|Equity income of subsidiaries                                           |  |        | 16,689 |   |                       |   |                          |  |   |                              |   |  |              | (16,689 | ) |  |   |       
|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        
|Net income                                                              |  | $      | 13,067 |   |                       | $ | 10,757                    |  | $ | 5,123                         |   |  | $            | (15,880 | ) |  | $ | 13,067 
|                                                                        |  |        |        |   |                       |   |                           |  |   |                               |   |  |              |         |   |  |   |        



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Condensed Consolidating Statements of Income

Six Months Ended June 30,
2006

(in thousands)



|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |        
|----------------------------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------- | ------------------------- |  | - | ----------------------------- | - |  | ------------ | -------- | - |  | - | -------
|                                                                        |  | Parent |        |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated
|Net sales                                                               |  | $      |       |   |                       | $ | 483,034 |                           |  | $ | 303,489                       |   |  | $            | (154,507 | ) |  | $ | 632,016
|Cost of goods sold                                                      |  |        |       |   |                       |   | 382,841 |                           |  |   | 269,750                       |   |  |              | (154,280 | ) |  |   | 498,311
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |        
|Gross profit                                                            |  |        |       |   |                       |   | 100,193 |                           |  |   | 33,739                        |   |  |              | (227     | ) |  |   | 133,705
|                                                                        |  |        |        |   |                      
|Operating (loss) profit from TEL marketing agreements services          |  |        |       |   |                       |   | (1,148  | )                         |  |   | 4,336                         |   |  |              |         |   |  |   | 3,188  
|Intercompany service fee income (expense) from TEL marketing agreements |  |        |       |   |                       |   | 4,263   |                           |  |   | (4,263                        | ) |  |              |         |   |  |   |       
|                                                                        |  |        |        |   |                      
|Selling, general, and administrative expenses                           |  |        | 2,163  |   |                       |   | 38,152  |                           |  |   | 11,151                        |   |  |              |         |   |  |   | 51,466 
|Research, development, and testing expenses                             |  |        |       |   |                       |   | 26,087  |                           |  |   | 7,595                         |   |  |              |         |   |  |   | 33,682 
|Special item income                                                     |  |        |       |   |                       |   | 3,250   |                           |  |   |                              |   |  |              |         |   |  |   | 3,250  
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |        
|Operating (loss) profit                                                 |  |        | (2,163 | ) |                       |   | 42,319  |                           |  |   | 15,066                        |   |  |              | (227     | ) |  |   | 54,995 
|                                                                        |  |        |        |   |                      
|Interest and financing expenses                                         |  |        | 7,784  |   |                       |   | (41     | )                         |  |   | 29                            |   |  |              |         |   |  |   | 7,772  
|Other income (expense), net                                             |  |        | 5,337  |   |                       |   | (77     | )                         |  |   | 383                           |   |  |              |         |   |  |   | 5,643  
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |        
|(Loss) income before income taxes and equity income of subsidiaries     |  |        | (4,610 | ) |                       |   | 42,283  |                           |  |   | 15,420                        |   |  |              | (227     | ) |  |   | 52,866 
|Income tax (benefit) expense                                            |  |        | (1,512 | ) |                       |   | 15,405  |                           |  |   | 4,921                         |   |  |              | (89      | ) |  |   | 18,725 
|Equity income of subsidiaries                                           |  |        | 37,239 |   |                       |   |        |                           |  |   |                              |   |  |              | (37,239  | ) |  |   |       
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |        
|Net income                                                              |  | $      | 34,141 |   |                       | $ | 26,878  |                           |  | $ | 10,499                        |   |  | $            | (37,377  | ) |  | $ | 34,141 
|                                                                        |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |        



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NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Income

Six Months Ended June 30,
2005

(in thousands)



|                                                                        |  |        |         |   |                       |   |                           |  |   |                               |   |  |              |          |   |  |   |        
|----------------------------------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------------------------- |  | - | ----------------------------- | - |  | ------------ | -------- | - |  | - | -------
|                                                                        |  | Parent |         |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated
|Net sales                                                               |  | $      |        |   |                       | $ | 369,839                   |  | $ | 256,893                       |   |  | $            | (115,776 | ) |  | $ | 510,956
|Cost of goods sold                                                      |  |        | 680     |   |                       |   | 319,585                   |  |   | 212,068                       |   |  |              | (116,651 | ) |  |   | 415,682
|                                                                        |  |        |         |   |                       |   |                           |  |   |                               |   |  |              |          |   |  |   |        
|Gross (loss) profit                                                     |  |        | (680    | ) |                       |   | 50,254                    |  |   | 44,825                        |   |  |              | 875      |   |  |   | 95,274 
|                                                                        |  |        |         |   |                      
|Operating profit from TEL marketing agreements services                 |  |        |        |   |                       |   | 4,751                     |  |   | 8,526                         |   |  |              |         |   |  |   | 13,277 
|Intercompany service fee income (expense) from TEL marketing agreements |  |        |        |   |                       |   | 8,127                     |  |   | (8,127                        | ) |  |              |         |   |  |   |       
|                                                                        |  |        |         |   |                      
|Selling, general, and administrative expenses                           |  |        | 3,241   |   |                       |   | 20,568                    |  |   | 22,453                        |   |  |              |         |   |  |   | 46,262 
|Research, development, and testing expenses                             |  |        |        |   |                       |   | 24,590                    |  |   | 7,487                         |   |  |              |         |   |  |   | 32,077 
|Special item income                                                     |  |        |        |   |                       |   | 3,868                     |  |   |                              |   |  |              |         |   |  |   | 3,868  
|                                                                        |  |        |         |   |                       |   |                           |  |   |                               |   |  |              |          |   |  |   |        
|Operating (loss) profit                                                 |  |        | (3,921  | ) |                       |   | 21,842                    |  |   | 15,284                        |   |  |              | 875      |   |  |   | 34,080 
|                                                                        |  |        |         |   |                      
|Interest and financing expenses                                         |  |        | 8,690   |   |                       |   | 92                        |  |   |                              |   |  |              |         |   |  |   | 8,782  
|Other income, net                                                       |  |        | 138     |   |                       |   | 145                       |  |   | 88                            |   |  |              |         |   |  |   | 371    
|                                                                        |  |        |         |   |                       |   |                           |  |   |                               |   |  |              |          |   |  |   |        
|(Loss) income before income taxes and equity income of subsidiaries     |  |        | (12,473 | ) |                       |   | 21,895                    |  |   | 15,372                        |   |  |              | 875      |   |  |   | 25,669 
|Income tax (benefit) expense                                            |  |        | (5,312  | ) |                       |   | 7,216                     |  |   | 5,610                         |   |  |              | 326      |   |  |   | 7,840  
|Equity income of subsidiaries                                           |  |        | 24,990  |   |                       |   |                          |  |   |                              |   |  |              | (24,990  | ) |  |   |       
|                                                                        |  |        |         |   |                       |   |                           |  |   |                               |   |  |              |          |   |  |   |        
|Net income                                                              |  | $      | 17,829  |   |                       | $ | 14,679                    |  | $ | 9,762                         |   |  | $            | (24,441  | ) |  | $ | 17,829 
|                                                                        |  |        |         |   |                       |   |                           |  |   |                               |   |  |              |          |   |  |   |        



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NewMarket Corporation and Subsidiaries

Condensed Consolidating Balance Sheets

June 30, 2006

(in thousands)



|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|-------------------------------------------- |  | ------ | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ----------------------------- | - |  | ------------ | -------- | - |  | - | ------- | -
|                                             |  | Parent |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated |         
|ASSETS                                       |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Cash and cash equivalents                    |  | $      | 34,546  |   |                       | $ | 9,091   |                           |  | $ | 20,235                        |   |  | $            |         |   |  | $ | 63,872  |  
|Restricted cash                              |  |        | 240     |   |                       |   |        |                           |  |   |                              |   |  |              |         |   |  |   | 240     |  
|Trade and other accounts receivable, net     |  |        | 4,284   |   |                       |   | 90,290  |                           |  |   | 99,802                        |   |  |              |         |   |  |   | 194,376 |  
|Amounts due from affiliated companies        |  |        |        |   |                       |   | 213,397 |                           |  |   | 37,876                        |   |  |              | (251,273 | ) |  |   |        |  
|Inventories                                  |  |        |        |   |                       |   | 94,995  |                           |  |   | 80,047                        |   |  |              | (6,943   | ) |  |   | 168,099 |  
|Deferred income taxes                        |  |        | 1,403   |   |                       |   | 4,091   |                           |  |   | (527                          | ) |  |              | 2,659    |   |  |   | 7,626   |  
|Prepaid expenses                             |  |        | 386     |   |                       |   | 3,499   |                           |  |   | 1,614                         |   |  |              |         |   |  |   | 5,499   |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total current assets                         |  |        | 40,859  |   |                       |   | 415,363 |                           |  |   | 239,047                       |   |  |              | (255,557 | ) |  |   | 439,712 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Property, plant and equipment, at cost       |  |        |        |   |                       |   | 682,800 |                           |  |   | 54,679                        |   |  |              |         |   |  |   | 737,479 |  
|Less accumulated depreciation & amortization |  |        |        |   |                       |   | 532,734 |                           |  |   | 49,642                        |   |  |              |         |   |  |   | 582,376 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Net property, plant and equipment            |  |        |        |   |                       |   | 150,066 |                           |  |   | 5,037                         |   |  |              |         |   |  |   | 155,103 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Investment in consolidated subsidiaries      |  |        | 547,393 |   |                       |   |        |                           |  |   |                              |   |  |              | (547,393 | ) |  |   |        |  
|Prepaid pension cost                         |  |        | 15,054  |   |                       |   |        |                           |  |   | 2,199                         |   |  |              |         |   |  |   | 17,253  |  
|Deferred income taxes                        |  |        | 16,198  |   |                       |   | 9,960   |                           |  |   | (5,661                        | ) |  |              |         |   |  |   | 20,497  |  
|Other assets and deferred charges            |  |        | 6,969   |   |                       |   | 28,123  |                           |  |   | 7,045                         |   |  |              |         |   |  |   | 42,137  |  
|Intangibles, net of amortization             |  |        | 729     |   |                       |   | 45,284  |                           |  |   | 1,679                         |   |  |              |         |   |  |   | 47,692  |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total assets                                 |  | $      | 627,202 |   |                       | $ | 648,796 |                           |  | $ | 249,346                       |   |  | $            | (802,950 | ) |  | $ | 722,394 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY         |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Accounts payable                             |  | $      | 94      |   |                       | $ | 56,003  |                           |  | $ | 28,539                        |   |  | $            |         |   |  | $ | 84,636  |  
|Accrued expenses                             |  |        | 7,931   |   |                       |   | 37,404  |                           |  |   | 8,880                         |   |  |              |         |   |  |   | 54,215  |  
|Dividends payable                            |  |        | 2,157   |   |                       |   |        |                           |  |   |                              |   |  |              |         |   |  |   | 2,157   |  
|Book overdraft                               |  |        | 41      |   |                       |   | 4,073   |                           |  |   |                              |   |  |              |         |   |  |   | 4,114   |  
|Amounts due to affiliated companies          |  |        | 105,573 |   |                       |   | 46,004  |                           |  |   | 99,696                        |   |  |              | (251,273 | ) |  |   |        |  
|Long-term debt, current portion              |  |        |        |   |                       |   | 660     |                           |  |   |                              |   |  |              |         |   |  |   | 660     |  
|Income taxes payable                         |  |        | (134    | ) |                       |   | 6,716   |                           |  |   | 1,753                         |   |  |              |         |   |  |   | 8,335   |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total current liabilities                    |  |        | 115,662 |   |                       |   | 150,860 |                           |  |   | 138,868                       |   |  |              | (251,273 | ) |  |   | 154,117 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Long-term debt                               |  |        | 150,000 |   |                       |   | 2,849   |                           |  |   |                              |   |  |              |         |   |  |   | 152,849 |  
|Other noncurrent liabilities                 |  |        | 61,818  |   |                       |   | 40,258  |                           |  |   | 13,630                        |   |  |              |         |   |  |   | 115,706 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total liabilities                            |  |        | 327,480 |   |                       |   | 193,967 |                           |  |   | 152,498                       |   |  |              | (251,273 | ) |  |   | 422,672 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Shareholders equity:                        |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Common stock and paid-in capital             |  |        | 86,522  |   |                       |   | 272,219 |                           |  |   | 40,718                        |   |  |              | (312,937 | ) |  |   | 86,522  |  
|Accumulated other comprehensive loss         |  |        | (28,045 | ) |                       |   | (15,698 | )                         |  |   | (8,064                        | ) |  |              | 23,762   |   |  |   | (28,045 | )
|Retained earnings                            |  |        | 241,245 |   |                       |   | 198,308 |                           |  |   | 64,194                        |   |  |              | (262,502 | ) |  |   | 241,245 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total shareholders equity                   |  |        | 299,722 |   |                       |   | 454,829 |                           |  |   | 96,848                        |   |  |              | (551,677 | ) |  |   | 299,722 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  
|Total liabilities and shareholders equity   |  | $      | 627,202 |   |                       | $ | 648,796 |                           |  | $ | 249,346                       |   |  | $            | (802,950 | ) |  | $ | 722,394 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  



22



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##### Table of Contents

NewMarket Corporation and Subsidiaries

Condensed 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 |  
|                                             |  |        |         |   |                       |   |         |                           |  |   |                               |   |  |              |          |   |  |   |         |  



23



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##### Table of Contents

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Six Months Ended
June 30, 2006

(in thousands)



|                                                          |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  
|--------------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------- | ------------------------- |  | - | ----------------------------- | - |  | ------------ | ------- | - |  | - | ------- | -
|                                                          |  | Parent |        |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated |        
|Cash (used in) provided from operating activities         |  | $      | (1,895 | ) |                       | $ | 13,301  |                           |  | $ | 5,249                         |   |  | $            | -       |   |  | $ | 16,655  |  
|                                                          |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  
|Cash flows from investing activities                      |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  
|Capital expenditures                                      |  |        |       |   |                       |   | (9,361  | )                         |  |   | (672                          | ) |  |              |        |   |  |   | (10,033 | )
|Proceeds from sale of property                            |  |        |       |   |                       |   | 3,408   |                           |  |   |                              |   |  |              |        |   |  |   | 3,408   |  
|Increase in intercompany loans                            |  |        | (2,825 | ) |                       |   |        |                           |  |   |                              |   |  |              | 2,825   |   |  |   |        |  
|Cash dividends from subsidiaries                          |  |        | 13,050 |   |                       |   |        |                           |  |   |                              |   |  |              | (13,050 | ) |  |   |        |  
|Other, net                                                |  |        |       |   |                       |   | 83      |                           |  |   |                              |   |  |              |        |   |  |   | 83      |  
|                                                          |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  
|Cash provided from (used in) investing activities         |  |        | 10,225 |   |                       |   | (5,870  | )                         |  |   | (672                          | ) |  |              | (10,225 | ) |  |   | (6,542  | )
|                                                          |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  
|Cash flows from financing activities                      |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  
|Change in book overdraft                                  |  |        | 31     |   |                       |   | (139    | )                         |  |   |                              |   |  |              |        |   |  |   | (108    | )
|Financing from affiliated companies                       |  |        |       |   |                       |   | 2,825   |                           |  |   |                              |   |  |              | (2,825  | ) |  |   |        |  
|Dividends paid                                            |  |        | (2,148 | ) |                       |   | (13,050 | )                         |  |   |                              |   |  |              | 13,050  |   |  |   | (2,148  | )
|Excess tax benefits from stock-based payment arrangements |  |        | 648    |   |                       |   |        |                           |  |   |                              |   |  |              |        |   |  |   | 648     |  
|Proceeds from exercise of stock options                   |  |        | 712    |   |                       |   |        |                           |  |   |                              |   |  |              |        |   |  |   | 712     |  
|Payment of capital leases                                 |  |        |       |   |                       |   | (320    | )                         |  |   |                              |   |  |              |        |   |  |   | (320    | )
|                                                          |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  
|Cash used in financing activities                         |  |        | (757   | ) |                       |   | (10,684 | )                         |  |   |                              |   |  |              | 10,225  |   |  |   | (1,216  | )
|                                                          |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  
|Effect of foreign exchange on cash and cash equivalents   |  |        |       |   |                       |   | 1,812   |                           |  |   | (3,250                        | ) |  |              |        |   |  |   | (1,438  | )
|                                                          |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  
|Increase (decrease) in cash and cash equivalents          |  |        | 7,573  |   |                       |   | (1,441  | )                         |  |   | 1,327                         |   |  |              |        |   |  |   | 7,459   |  
|Cash and cash equivalents at beginning of year            |  |        | 26,973 |   |                       |   | 10,532  |                           |  |   | 18,908                        |   |  |              |        |   |  |   | 56,413  |  
|                                                          |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  
|Cash and cash equivalents at end of period                |  | $      | 34,546 |   |                       | $ | 9,091   |                           |  | $ | 20,235                        |   |  | $            |        |   |  | $ | 63,872  |  
|                                                          |  |        |        |   |                       |   |         |                           |  |   |                               |   |  |              |         |   |  |   |         |  



24



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##### Table of Contents

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Six Months Ended
June 30, 2005

(in thousands)



|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|------------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------ | ------------------------- |  | - | ----------------------------- | - |  | ------------ | ------ | - |  | - | ------ | -
|                                                        |  | Parent |        |   | GuarantorSubsidiaries |   |        | Non-GuarantorSubsidiaries |  |   | TotalConsolidatingAdjustments |   |  | Consolidated |       
|Cash (used in) provided from operating activities       |  | $      | (3,689 | ) |                       | $ | 9,529  |                           |  | $ | 2,112                         |   |  | $            |       |   |  | $ | 7,952  |  
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Cash flows from investing activities                    |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Capital expenditures                                    |  |        |       |   |                       |   | (6,488 | )                         |  |   | (586                          | ) |  |              |       |   |  |   | (7,074 | )
|Increase in intercompany loans                          |  |        | (2,900 | ) |                       |   |       |                           |  |   |                              |   |  |              | 2,900  |   |  |   |       |  
|Cash dividends from subsidiaries                        |  |        | 2,575  |   |                       |   |       |                           |  |   |                              |   |  |              | (2,575 | ) |  |   |       |  
|Other, net                                              |  |        |       |   |                       |   | 121    |                           |  |   |                              |   |  |              |       |   |  |   | 121    |  
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Cash used in investing activities                       |  |        | (325   | ) |                       |   | (6,367 | )                         |  |   | (586                          | ) |  |              | 325    |   |  |   | (6,953 | )
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Cash flows from financing activities                    |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Net borrowings under revolving credit agreement         |  |        | 4,000  |   |                       |   |       |                           |  |   |                              |   |  |              |       |   |  |   | 4,000  |  
|Change in book overdraft                                |  |        | 5      |   |                       |   | 1,151  |                           |  |   |                              |   |  |              |       |   |  |   | 1,156  |  
|Financing from affiliated companies                     |  |        |       |   |                       |   | 2,900  |                           |  |   |                              |   |  |              | (2,900 | ) |  |   |       |  
|Dividends paid                                          |  |        |       |   |                       |   | (2,575 | )                         |  |   |                              |   |  |              | 2,575  |   |  |   |       |  
|Proceeds from exercise of stock options                 |  |        | 227    |   |                       |   |       |                           |  |   |                              |   |  |              |       |   |  |   | 227    |  
|Payment of capital leases                               |  |        |       |   |                       |   | (300   | )                         |  |   |                              |   |  |              |       |   |  |   | (300   | )
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Cash provided from financing activities                 |  |        | 4,232  |   |                       |   | 1,176  |                           |  |   |                              |   |  |              | (325   | ) |  |   | 5,083  |  
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Effect of foreign exchange on cash and cash equivalents |  |        |       |   |                       |   | 465    |                           |  |   | (3,872                        | ) |  |              |       |   |  |   | (3,407 | )
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Increase (decrease) in cash and cash equivalents        |  |        | 218    |   |                       |   | 4,803  |                           |  |   | (2,346                        | ) |  |              |       |   |  |   | 2,675  |  
|Cash and cash equivalents at beginning of year          |  |        | 51     |   |                       |   | 8,587  |                           |  |   | 20,140                        |   |  |              |       |   |  |   | 28,778 |  
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  
|Cash and cash equivalents at end of period              |  | $      | 269    |   |                       | $ | 13,390 |                           |  | $ | 17,794                        |   |  | $            |       |   |  | $ | 31,453 |  
|                                                        |  |        |        |   |                       |   |        |                           |  |   |                               |   |  |              |        |   |  |   |        |  



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

On July 20, 2006, our Board
of Directors declared a quarterly dividend in the amount of $0.125 per share on our common stock. The dividend is payable October 1, 2006 to shareholders of record at the close of business on September 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
and other factors detailed from time to time in the reports we file with the SEC, including the risk factors in Item 1A, Risk Factors, in the 2005 Annual Report which we incorporate the same herein by reference. Readers are urged to
review and consider carefully the disclosure we make in our filings with the SEC.

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 half of 2006 continues to reflect improvements in net sales, as well as operating profit, across all petroleum additives product lines as
compared to the first half of 2005. We supply our customers with a diverse portfolio of products to meet their business needs and we believe that this is reflected in our results. While the petroleum additives industry continues to experience
escalating raw material costs, we have been able to recover these costs through improved pricing and the introduction of more cost effective products. As expected, the tetraethyl lead segment results are lower than last year.

Following the trend from the first quarter 2006, our balance sheet remains strong at June 30, 2006. Our working capital position is improved from
December 31, 2005 and we continue to have no outstanding bank debt.



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Results of Operations

Net Sales

Our
consolidated net sales for the second quarter 2006 amounted to $330.1 million, representing an increase of 21% from the 2005 level of $271.8 million. Six-months 2006 consolidated net sales were $632.0 million as compared to $511.0 million for
six-months 2005, representing an increase of 24%. The table below shows our consolidated net sales by segment.

Net Sales by Segment

(in millions)



|                       |  |                           |       |                         |   |       |  |      |       |  |   |      
|---------------------- |  | ------------------------- | ----- | ----------------------- | - | ----- |  | ---- | ----- |  | - | -----
|                       |  | Three Months EndedJune 30 |       | Six Months EndedJune 30
|                       |  | 2006                      |       | 2005                    |   | 2006  |  | 2005
|Petroleum additives    |  | $                         | 325.0 |                         | $ | 269.0 |  | $    | 624.5 |  | $ | 506.2
|Tetraethyl lead        |  |                           | 5.1   |                         |   | 2.8   |  |      | 7.5   |  |   | 4.8  
|                       |  |                           |       |                         |   |       |  |      |       |  |   |      
|Consolidated net sales |  | $                         | 330.1 |                         | $ | 271.8 |  | $    | 632.0 |  | $ | 511.0
|                       |  |                           |       |                         |   |       |  |      |       |  |   |      

Petroleum Additives Segment

Petroleum additives net sales in the second quarter 2006 of $325.0 million were up $56.0 million, or approximately 21%, from $269.0 million in the second
quarter 2005. Total shipments for the second quarter 2006 were flat compared to second quarter 2005. However, except for engine oil additives, shipments were higher across all other product lines. While the mix of products sold contributed to the
increase in net sales, higher selling prices resulted in most of the increase in net sales between the two second quarter periods.

The
six-months 2006 petroleum additives net sales of $624.5 million were $118.3 million, or 23%, higher than the 2005 six-months net sales of $506.2 million. Total petroleum additives shipments were up approximately 5% for six-months 2006 compared to
the same 2005 period. The increase in shipments was across all product lines. The increase in net sales was predominantly the result of higher selling prices, with higher shipments and a favorable mix of products sold also contributing to the
increase.

The approximate components of the petroleum additives increase in net sales of $56.0 million between the two second quarter
periods and $118.3 million between the two six-months periods are shown below (in millions):



|                                                                      |  |               |       |           |   |      
|--------------------------------------------------------------------- |  | ------------- | ----- | --------- | - | -----
|                                                                      |  | SecondQuarter |       | SixMonths
|Period ended June 30, 2005                                            |  | $             | 269.0 |           | $ | 506.2
|Change in shipments and product mix                                   |  |               | 8.0   |           |   | 34.6 
|Changes in selling prices, net of unfavorable foreign currency impact |  |               | 48.0  |           |   | 83.7 
|                                                                      |  |               |       |           |   |      
|Period ended June 30, 2006                                            |  | $             | 325.0 |           | $ | 624.5
|                                                                      |  |               |       |           |   |      

Tetraethyl Lead Segment

Most of the TEL marketing activity is through marketing agreements with Innospec, under which we do not record the sales transactions. Therefore, the TEL
net sales shown in the table above are



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those made by our wholly-owned subsidiary, Ethyl, in areas not covered by the marketing agreements. The sales made in areas not covered by the Innospec
marketing agreements are minor compared to the TEL sales made through the marketing agreements. The TEL sales for the second quarter 2006 and six-months 2006 were higher than the same periods in 2005 representing normal fluctuations in shipping
patterns, as well as some price increases.

Segment Operating Profit

NewMarket evaluates the performance of the petroleum additives business and the 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, 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 three-months and six-months ended June 30, 2006 and June 30, 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 Months EndedJune 30 |      | Six Months EndedJune 30
|                                 |  | 2006                      |      | 2005                    |   | 2006 |  | 2005
|Petroleum additives              |  | $                         | 27.1 |                         | $ | 16.4 |  | $    | 52.8 |  | $ | 25.6
|                                 |  |                           |      |                         |   |      |  |      |      |  |   |     
|Tetraethyl lead                  |  | $                         | 2.3  |                         | $ | 9.4  |  | $    | 2.5  |  | $ | 13.6
|                                 |  |                           |      |                         |   |      |  |      |      |  |   |     
|Contract manufacturing and other |  | $                         | 1.2  |                         | $ | 1.0  |  | $    | 2.3  |  | $ | 1.7 
|                                 |  |                           |      |                         |   |      |  |      |      |  |   |     

Petroleum Additives Segment

Second Quarter 2006 vs. Second Quarter 2005 - Petroleum additives showed a significant improvement in operating profit when comparing the
2006 and 2005 second quarter periods. The second quarter 2006 operating profit was $27.1 million as compared to $16.4 million for second quarter 2005. The 2006 period includes a small favorable foreign currency impact versus the 2005 period. The
increase in operating profit was across all product lines.

Net sales were approximately 21% higher, while total shipments were essentially
unchanged when comparing second quarter 2006 and second quarter 2005. The higher operating profit was primarily the result of improved pricing, as well as product mix. The improved pricing of products has contributed to the recovery of margins which
were depressed due to increases in raw material costs.

Selling, general, and administrative (SG&A) expenses were $2.8 million higher
when comparing the two second quarter periods. The increase was primarily the result of higher professional fees and normal increases in salaries and benefits. In addition, research, development, and testing (R&D) expenses increased $1.5 million
from the second quarter 2005. As a percentage of net sales, SG&A expenses combined with R&D expenses, decreased from 13.0% for the second quarter 2005 to 12.1% for the same period this year. This decrease reflects higher sales, partially
offset by the increase in combined SG&A and R&D expenses.



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Six-months 2006 vs. Six-months 2005 Continuing the trend from the first three-months
of the year, petroleum additives also reported a significant improvement in operating profit for the six-months 2006 as compared to six-months 2005. The six-months 2006 operating profit was $52.8 million, while six-months 2005 was $25.6 million. The
2006 six-months period includes a favorable impact from manufacturing plant production, which we expect will decrease in the second half of the year. The increase in operating profit was across all product lines reflecting improved net sales and
profit margins across all product lines. Net sales were approximately 23% higher than six-months 2005 reflecting improved pricing, as well as an increase of approximately 5% in product shipments.

While raw material costs continue to escalate, we have been able to implement certain price increases. These price increases have enabled us to mostly
restore our margins that have been under pressure since the significant increase in raw material costs began in mid-2004. We have also recognized additional improvements in operating profit through the introduction of more cost effective products
into the marketplace, as this continues to be a very competitive business.

SG&A expenses were $4.4 million higher for the six-months
2006 as compared to the six-months 2005. Similarly to the second quarter 2006, the increase primarily resulted from higher professional fees, as well as higher salaries and benefits. R&D expenses also increased $2.0 million when comparing the
two six-months periods. As a percentage of net sales, SG&A expenses combined with R&D expenses, decreased from 13.8% for six-months 2005 to 12.2% for six-months 2006. This decrease reflects higher sales, partially offset by the 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 second quarter 2006 was $1.9 million, which was $5.0 million lower than the second quarter last
year. Six-months 2006 operating profit from the marketing agreements was $3.2 million as compared to six-months 2005 of $13.3 million. The 2006 periods reflect improved pricing over 2005; however, this was more than offset by a decrease in volumes
of 66% for the second quarter 2006 and almost 69% for the six-months 2006 when compared to the same 2005 periods. The TEL market continues to decline as customers discontinue use of the product. Amortization of the prepayment for services was
approximately $300 thousand lower for the second quarter 2006 as compared to second quarter 2005 and approximately $600 thousand lower for six-months 2006 compared to six-months 2005. These reductions in amortization reflect the declining balance
method of amortization.

Other TEL operations not included in the marketing agreements were $2.1 million lower when comparing second quarter
2006 to second quarter 2005 and $1.0 million lower when comparing six-months 2006 to the same 2005 period. Both the second quarter and six-months 2005 results include a special item of $3.9 million for insurance settlement gains related to our
premises asbestos liabilities. The other TEL operations results for both the second quarter and six-months periods include charges for environmental sites, as well as premises asbestos reserves. The second quarter 2006 and six-months 2006 reflect
lower environmental charges when compared to the same periods in 2005. In addition, both the second quarter 2005 and six-months 2005 reflect lower expenses for premises asbestos charges due to the favorable impact of the 2005 change in the expected
future insurance reimbursements.



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We are currently disputing certain product costs from Innospec regarding our North American TEL supply.
We are confident in our position and believe we will prevail. Regardless of the outcome, we do not believe the dispute will have a material effect on the financial condition or results of operations of NewMarket. However, with TEL segment operating
profit at such a low level, a relatively small increase in cost may be material to TEL segment results.

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.

Special Item Income

The special item income of $3.3 million for both the second quarter 2006 and six-months 2006
represents the gain on the sale of property.

The special item income of $3.9 million for both the second quarter and six-months 2005
represents the gain associated with the insurance settlement related to premises asbestos liabilities.

Interest and Financing
Expenses

Second quarter 2006 interest and financing expenses were $3.9 million, while second quarter 2005 interest and financing
expenses were $4.5 million. Six-months 2006 interest and financing expenses amounted to $7.8 million and six-months 2005 interest and financing expenses amounted to $8.8 million. The decrease resulted primarily from lower debt during both 2006
periods as compared to the same 2005 periods. We had no drawn bank debt under our revolving credit facility during the first six-months of 2006. Fees and amortization of financing costs were substantially unchanged between the periods.

Other Income, Net

Other
income, net was $5.0 million income for the second quarter 2006 compared to $100 thousand income for the second quarter 2005. The six-months 2006 amount was $5.6 million, while six-months 2005 was $400 thousand. Both the second quarter 2006 and
six-months 2006 includes a $4.4 million gain on interest income on an income tax settlement. The 2005 periods were comprised of a number of individually immaterial items.

Income Taxes

Income taxes were $11.8 million for the second quarter 2006 and $5.7 million for
the second quarter 2005. The effective tax rate was 36.7% for the second quarter 2006 and 30.4% for the second 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, to date, the credit has not been extended beyond 2005 by Congress. The increase in income before income taxes from 2005 to 2006 resulted in an increase of $4.1 million in income taxes in the second quarter 2006, while the
increase in the effective tax rate between 2005 and 2006 resulted in the additional increase in tax expense of $2.0 million.

Six-months
2006 income taxes were $18.7 million with an effective tax rate of 35.4%. The income taxes for six-months 2005 were $7.8 million with an effective tax rate of 30.5%. As in the second quarter, the effective tax rate for 2005 includes the benefit of a
research and development credit, which is not reflected in the 2006 effective rate for the reason explained above. The increase in income before income taxes from 2005 to 2006 resulted in an increase of $8.3 million in income taxes for six-months
2006, while the increase in the effective tax rate between 2005 and 2006 resulted in the additional increase in tax expense of $2.6 million.



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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 second quarter 2006 was $20.4 million or $1.17 per diluted share. This compares to net income for second quarter 2005 of $13.1
million or $0.76 per diluted share. Six-months 2006 net income was $34.1 million, or $1.96 per diluted share, as compared to $17.8 million, or $1.03 per diluted share, for six-months 2005.

Cash Flows, Financial Condition, and Liquidity

Cash and cash equivalents at June 30, 2006 were $63.9 million, which was an increase of $7.5 million since December 31, 2005 and included a $1.4 million negative impact from foreign currency translation.
Cash flows from operating activities for the six-months 2006 were $16.7 million. We also realized cash flows of $3.4 million from the sale of corporate property. We used these cash flows to fund capital expenditures of $10.0 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 an
increase in working capital requirements, which are discussed more fully 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 2005 and $7.7 million during 2004.

Cash

We had restricted cash of $200
thousand at June 30, 2006 and $1.4 million at December 31, 2005. In addition, at June 30, 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, $800
thousand at June 30, 2006 and $900 thousand at December 31, 2005 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

Our debt position is substantially unchanged since December 31, 2005. We have outstanding
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.

We also have a $100 million revolving credit facility that bears interest at variable rates and is for general corporate purposes. The revolving credit
facility matures on June 18, 2009 and also includes a sub-facility for letters of credit. There were no borrowings outstanding at June 30, 2006 under the revolving credit facility. At June 30, 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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Both the senior notes and the revolving credit facility contain covenants, representation, and events of
default that management considers typical of credit agreements of this nature. We were in compliance with these covenants as of both June 30, 2006 and December 31, 2005.

We had total long-term debt, including the current portion, of $153.5 million at June 30, 2006, representing a decrease of approximately $300
thousand in our total debt since December 31, 2005. The decrease resulted from payments 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 33.9% at June 30, 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 $10.0 million through June 30, 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 June 30, 2006, of $285.6 million, resulting in a current ratio of 2.85 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 cash, accounts receivable, and inventories, as well as lower income taxes payable. The increase
in accounts receivables results from higher sales levels, reflecting both increased volumes shipped and higher prices. The increase in inventories results from higher costs, as well as an increase in volumes due to increased customer demands. The
decrease in income taxes payable was the result of having made tax payments during the first half of 2006.



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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 financial statements fairly represent the financial position and operating results of our company in all material respects. 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 June 30, 2006 for these prepayments is $10.8 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 these prepayments current with the business conditions.

We also have certain identifiable intangibles amounting to $43.7 million at June 30, 2006. These intangibles relate to our petroleum additives
business and are being amortized over periods with up to 91/2years of remaining life. We continue to assess the
market related to these intangibles, as well as their specific values, and believe 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 included in 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.



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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 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 June 2006, the Financial Accounting Standards
Board (FASB) issued Financial Interpretation 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in
the financial statements in accordance with Financial Accounting Statement No. 109, Accounting for Income Taxes. The interpretation is effective for fiscal years beginning after December 15, 2006. We do not expect FIN 48 to
have a material impact on our financial statements.

Outlook

Petroleum Additives

The
petroleum additives segment has posted excellent earnings results during the first half of this year. Compared to last year, volumes were up 5% and operating profit was up more than 100%. Almost all of the volume gains were in the first quarter,
with the second quarter volumes being essentially flat when compared to last year. We believe, the outlook for this business remains strong and we continue to forecast that it will end this year with significantly higher profits than last year. Our
plants are running at very high levels, which resulted in favorable performance during the first half of the year. The supply/demand balance remains tight. We are currently able to pass raw material increases into the marketplace, but that remains a
catch up situation, with more working capital needed in the process. With oil prices at historically high levels, we anticipate more raw material price increases.

TEL

TEL operating profit
dropped in the first half of 2006 as shipments were down approximately 69% from the first half of 2005. 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 we investigate alternative uses of that cash, including possible acquisitions. The amount of cash we will be able to accumulate this year will depend, to a large degree, on the working capital needs of the petroleum additives
business. Our cash flow through six months included the funding of $33 million of working capital.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Except for foreign currency
risk, as discussed below, there have been no significant changes in our market risk from the information provided in the 2005 Annual Report.



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During the second quarter 2006, we entered into $15.4 million of Euro-denominated forward contracts to
minimize currency exposure from expected cash flows from foreign operations. The contracts have maturity dates in 2006 and 2007. At June 30, 2006, there were $14.1 million remaining of these Euro-denominated contracts. With other variables held
constant, a hypothetical 10% adverse change in the June 30, 2006 forward Euro rates would have resulted in a decrease of about $1.4 million in the value of the contracts.

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 June 30, 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 1A. Risk Factors

While we attempt to identify, manage, and mitigate risks and uncertainties
associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2005 describes some of the
risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our results of operations and our financial condition. We do not believe that there have been any material changes to the
risk factors previously disclosed in our 2005 Annual Report.

ITEM 2. Unregistered Sale of Equity Securities and Use of Proceeds

Our Board of Directors has
approved a share repurchase program that authorized management to repurchase up to $50 million of our outstanding common stock until December 31, 2007, as market conditions warrant and covenants under our existing agreements permit. We may
conduct our share repurchases in the open-market and in privately negotiated transactions. The repurchase program does not require us to acquire any specific number of shares and may be terminated or suspended at any time. During the second quarter
2006, we did not repurchase any shares under our repurchase program.



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ITEM 4. Submission of Matters to a Vote of Security Holders

At the annual meeting of NewMarket
shareholders held on April 27, 2006, the shareholders elected the directors nominated in the NewMarket Proxy Statement, dated March 28, 2006, with the following affirmative votes and votes withheld:



|                    |  |                   |  |               
|------------------- |  | ----------------- |  | --------------
|Director            |  | Affirmative Votes |  | Votes Withheld
|Phyllis L. Cothran  |  | 15,718,735        |  | 281,238       
|Bruce C. Gottwald   |  | 15,725,487        |  | 274,486       
|Thomas E. Gottwald  |  | 15,727,399        |  | 272,574       
|Patrick D. Hanley   |  | 15,417,799        |  | 582,174       
|James E. Rogers     |  | 15,312,157        |  | 687,816       
|Sidney Buford Scott |  | 15,601,097        |  | 398,876       
|Charles B. Walker   |  | 15,712,699        |  | 287,274       

The shareholders also approved the following proposal:



|                                                                                                                                                      |  |                   |  |               |  |            
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- |  | ------------- |  | -----------
|Proposal                                                                                                                                              |  | Affirmative Votes |  | Votes Against |  | Abstentions
|To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2006 |  | 15,778,048        |  | 213,968       |  | 7,957      

There were no broker non-votes with respect to the election of directors or the ratification of our
independent registered public accounting firm.

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: August 1, 2006 |  | By:                               |  | /s/ D. A. Fiorenza            
|                     |  |                                   |  | David A. Fiorenza             
|                     |  |                                   |  | Vice President and            
|                     |  |                                   |  | Treasurer                     
|                     |  |                                   |  | (Principal Financial Officer) 
|                     |  |                                  
|Date: August 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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