Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended March 31, ~~2020~~2021



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-32190

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)


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

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

330 South Fourth Street		23219-4350
Richmond,	Virginia
(Address of principal executive offices)				(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, ~~without~~with no par value	NEU	New York Stock Exchange

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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

~~Table of Contents~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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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~~with no par value, outstanding as of March 31, ~~2020: 10,938,744~~

2021: 10,928,154

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NEWMARKET CORPORATION

INDEX



		Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)
Consolidated Statements of Income - ~~Three~~Th ree Months Ended ~~March 31, 2020~~Ma rch 3 1 , 202 1 and March ~~31, 2019~~ 3 1 ,20 20		4
Consolidated Statements of Comprehensive Income - ~~Three~~Th ree Months Ended March ~~31, 2020~~ 3 1 , 202 1 and March ~~31, 2019~~ 3 1 ,20 20		5
Condensed Consolidated Balance Sheets - March 3 1 , 202 1 and December 31, ~~2020 and December 31, 2019~~20 20		6
Consolidated Statements of Shareholders' Equity - ~~Three~~Th ree Months Ended March ~~31, 2020~~3 1 , 202 1 and March ~~31, 2019~~ 3 1 , 20 20		7
Condensed Consolidated Statements of Cash Flows - Three Months Ended March ~~31, 2020~~ 3 1 , 202 1 and March ~~31, 2019~~ 3 1 , 20 20		8
Notes to Condensed Consolidated Financial Statements		9
Financial Statement Presentation		9
Net Sales		9
Segment Information		10
Pension Plans and Other Postretirement Benefits		11
Earnings Per Share		1112
Inventories		12
Intangibles (Net of Amortization) and Goodwill		13
Long-term Debt		1314
Commitments and Contingencies		1415
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss		15
Fair Value Measurements		1516
~~Recent Accounting Pronouncements~~		16
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		2322
ITEM 4. Controls and Procedures		2322
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings		2423
ITEM ~~1A. Risk Factors~~6. Exhibits		2423
~~ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds~~SIGNATURES		24
~~ITEM 6. Exhibits~~	25
~~SIGNATURES~~	26

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


(in thousands, except per-share amounts)	Three Months Ended March 31,
		2021		2020
Net sales		$	566,615	$	559,417
Cost of goods sold		404,862		378,510
Gross profit		161,753		180,907
Selling, general, and administrative expenses		36,915		35,715
Research, development, and testing expenses		36,337		35,506
Operating profit		88,501		109,686
Interest and financing expenses, net		6,343		7,104

Other income (expense), net		7,212		7,496
Income before income tax expense		89,370		110,078
Income tax expense		19,658		24,537
Net income		$	69,712	$	85,541
Earnings per share - basic and diluted		$	6.38	$	7.67
Cash dividends declared per share		$	1.90	$	1.90

(in thousands, except per-share amounts) Three Months Ended
March 31,
2020 2019
Net sales $ 559,417
$ 536,616
Cost of goods sold 378,510
383,747
Gross profit 180,907
152,869
Selling, general, and administrative expenses 35,715
36,773
Research, development, and testing expenses 35,506
33,224
Operating profit 109,686
82,872
Interest and financing expenses, net 7,104
8,012
Other income (expense), net 7,496
5,948
Income before income tax expense 110,078
80,808
Income tax expense 24,537
18,603
Net income $ 85,541
$ 62,205
Earnings per share - basic and diluted $ 7.67
$ 5.57
Cash dividends declared per share $ 1.90
$ 1.75

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


(in thousands)	Three Months Ended March 31,
		2021		2020
Net income		$	69,712	$	85,541
Other comprehensive income (loss):
Pension plans and other postretirement benefits:

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(159) in 2021 and $(170) in 2020		(491)		(531)
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $(219) in 2021 and $0 in 2020		(657)		0
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $529 in 2021 and $397 in 2020		1,790		1,267
Total pension plans and other postretirement benefits		642		736




Foreign currency translation adjustments, net of income tax expense (benefit) of $(464) in 2021 and $(841) in 2020		467		(14,331)




Other comprehensive income (loss)		1,109		(13,595)
Comprehensive income		$	70,821	$	71,946

(in thousands) Three Months Ended
March 31,
2020 2019
Net income $ 85,541
$ 62,205
Other comprehensive income (loss):
Pension plans and other postretirement benefits:
Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(170) in 2020 and $(185) 2019 (531 ) (601 )
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $397 in 2020 and $254 in 2019 1,267
841
Total pension plans and other postretirement benefits 736
240
Foreign currency translation adjustments, net of income tax expense (benefit) of $(841) in 2020 and $(107) in 2019 (14,331 ) 4,946
Other comprehensive income (loss) (13,595 ) 5,186
Comprehensive income $ 71,946
$ 67,391

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except share amounts)	March 31, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	522,405	$	125,172
Trade and other accounts receivable, less allowance for credit losses	373,655		336,395
Inventories	414,737		401,031
Prepaid expenses and other current assets	41,670		35,480
Total current assets	1,352,467		898,078
Property, plant, and equipment, net	671,955		665,147
Intangibles (net of amortization) and goodwill	129,248		129,944
Prepaid pension cost	139,104		137,069
Operating lease right-of-use assets	65,307		61,329

Deferred charges and other assets	41,308		42,308
Total assets	$	2,399,389	$	1,933,875
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	218,211	$	189,937
Accrued expenses	73,264		78,422
Dividends payable	18,612		15,184
Income taxes payable	5,949		3,760
Operating lease liabilities	14,307		13,410
Other current liabilities	5,510		11,742
Total current liabilities	335,853		312,455
Long-term debt	990,189		598,848
Operating lease liabilities-noncurrent	50,928		48,324
Other noncurrent liabilities	212,064		214,424
Total liabilities	1,589,034		1,174,051
Commitments and contingencies (Note 9)	0		0
Shareholders’ equity:
Common stock and paid-in capital (with 0 par value; authorized shares - 80,000,000; issued and outstanding shares - 10,928,154 at March 31, 2021 and 10,921,377 at December 31, 2020)	1,190		717
Accumulated other comprehensive loss	(172,055)		(173,164)
Retained earnings	981,220		932,271
Total shareholders' equity	810,355		759,824
Total liabilities and shareholders’ equity	$	2,399,389	$	1,933,875

(in thousands, except share amounts) March 31,
2020 December 31,
2019
ASSETS
Current assets:
Cash and cash equivalents $ 178,662
$ 144,397
Trade and other accounts receivable, less allowance for credit losses 347,155
335,826
Inventories 371,002
365,938
Prepaid expenses and other current assets 34,115
33,237
Total current assets 930,934
879,398
Property, plant, and equipment, net 633,873
635,439
Intangibles (net of amortization) and goodwill 131,012
131,880
Prepaid pension cost 136,346
133,848
Operating lease right-of-use assets 57,437
60,505
Deferred charges and other assets 44,083
44,062
Total assets $ 1,933,685
$ 1,885,132
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 178,457
$ 178,773
Accrued expenses 89,819
77,350
Dividends payable 19,020
19,217
Income taxes payable 7,460
10,632
Operating lease liabilities 13,060
14,036
Other current liabilities 5,096
8,887
Total current liabilities 312,912
308,895
Long-term debt 740,511
642,941
Operating lease liabilities-noncurrent 43,585
46,792
Other noncurrent liabilities 197,428
203,406
Total liabilities 1,294,436
1,202,034
Commitments and contingencies (Note 9)

Shareholders’ equity:
Common stock and paid-in capital (without par value; authorized shares - 80,000,000; issued and outstanding shares - 10,938,744 at March 31, 2020 and 11,188,549 at December 31, 2019) 0
1,965
Accumulated other comprehensive loss (176,343 ) (162,748 )
Retained earnings 815,592
843,881
Total shareholders' equity 639,249
683,098
Total liabilities and shareholders’ equity $ 1,933,685
$ 1,885,132

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


(in thousands, except share and per-share amounts)	Common Stock and Paid-in Capital			Accumulated Other Comprehensive Loss		Retained Earnings		Total Shareholders’ Equity
	Shares	Amount

















Balance at December 31, 2019	11,188,549	$	1,965	$	(162,748)	$	843,881	$	683,098
Net income						85,541		85,541
Other comprehensive income (loss)				(13,595)				(13,595)
Cash dividends ($1.90 per share)						(21,160)		(21,160)
Repurchases of common stock	(252,383)	(1,627)				(92,711)		(94,338)

Tax withholdings related to stock-based compensation	(1,547)	(633)						(633)
Stock-based compensation	4,125	295				41		336
Balance at March 31, 2020	10,938,744	$	0	$	(176,343)	$	815,592	$	639,249

Balance at December 31, 2020	10,921,377	$	717	$	(173,164)	$	932,271	$	759,824
Net income						69,712		69,712
Other comprehensive income (loss)				1,109				1,109
Cash dividends ($1.90 per share)						(20,763)		(20,763)



Stock-based compensation	6,777	473				0		473
Balance at March 31, 2021	10,928,154	$	1,190	$	(172,055)	$	981,220	$	810,355

(in thousands, except share and per-share amounts)
Common Stock and
Paid-in Capital
Accumulated Other Comprehensive Loss Retained Earnings
Total
Shareholders’ Equity
Shares Amount
Balance at December 31, 2018 11,184,482
$ 0
$ (181,316 ) $ 671,223
$ 489,907
Net income

62,205
62,205
Other comprehensive income (loss)

5,186

5,186
Cash dividends ($1.75 per share)

(19,579 ) (19,579 )
Stock-based compensation 3,644
431

46
477
Balance at March 31, 2019 11,188,126
$ 431
$ (176,130 ) $ 713,895
$ 538,196

Balance at December 31, 2019 11,188,549
$ 1,965
$ (162,748 ) $ 843,881
$ 683,098
Net income

85,541
85,541
Other comprehensive income (loss)

(13,595 )
(13,595 )
Cash dividends ($1.90 per share)

(21,160 ) (21,160 )
Repurchases of common stock (252,383 ) (1,627 ) (92,711 ) (94,338 )
Tax withholdings related to stock-based compensation (1,547 ) (633 )

(633 )
Stock-based compensation 4,125
295

41
336
Balance at March 31, 2020 10,938,744
$ 0
$ (176,343 ) $ 815,592
$ 639,249

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


(in thousands)	Three Months Ended March 31,
	2021		2020
Cash and cash equivalents at beginning of year	$	125,172	$	144,397
Cash flows from operating activities:
Net income	69,712		85,541
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	20,631		21,369
Deferred income tax expense	2,455		3,379

Working capital changes	(41,421)		(42,058)
Cash pension and postretirement contributions	(2,577)		(2,557)
Other, net	571		(1,213)
Cash provided from (used in) operating activities	49,371		64,461
Cash flows from investing activities:
Capital expenditures	(20,524)		(20,106)


Cash provided from (used in) investing activities	(20,524)		(20,106)
Cash flows from financing activities:
Net borrowings under revolving credit facility	0		97,424
Issuance of 2.70% senior notes	395,052		0
Dividends paid	(20,763)		(21,160)
Repurchases of common stock	0		(79,473)
Debt issuance costs	(2,932)		(1,308)
Other, net	(1,915)		(1,377)
Cash provided from (used in) financing activities	369,442		(5,894)
Effect of foreign exchange on cash and cash equivalents	(1,056)		(4,196)
Increase in cash and cash equivalents	397,233		34,265
Cash and cash equivalents at end of period	$	522,405	$	178,662

(in thousands) Three Months Ended
March 31,
2020 2019
Cash and cash equivalents at beginning of year $ 144,397
$ 73,040
Cash flows from operating activities:
Net income 85,541
62,205
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization 21,369
21,939
Deferred income tax expense 3,379
2,156
Working capital changes (42,058 ) (63,426 )
Cash pension and postretirement contributions (2,557 ) (2,425 )
Other, net (1,213 ) (1,317 )
Cash provided from (used in) operating activities 64,461
19,132
Cash flows from investing activities:
Capital expenditures (20,106 ) (10,353 )
Cash provided from (used in) investing activities (20,106 ) (10,353 )
Cash flows from financing activities:
Net borrowings under revolving credit facility 97,424
16,072
Dividends paid (21,160 ) (19,579 )
Repurchases of common stock (79,473 ) 0
Other, net (2,685 ) (613 )
Cash provided from (used in) financing activities (5,894 ) (4,120 )
Effect of foreign exchange on cash and cash equivalents (4,196 ) 548
Increase in cash and cash equivalents 34,265
5,207
Cash and cash equivalents at end of period $ 178,662
$ 78,247

See accompanying Notes to 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 consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair ~~statement~~presentation of, in all material respects, our consolidated financial position as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, and our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the three months ended March 31, 2021 and March 31, 2020, and our cash flows for the three months ended March 31, ~~2020~~2021 and March 31, ~~2019.~~2020. 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 year ended December 31, ~~2019 (2019~~2020 (2020 Annual Report), as filed with the Securities and Exchange Commission (SEC). The results of operations for the three month period ended March 31, ~~2020~~2021 are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2020.~~2021. The December 31, ~~2019~~2020 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 indicates, all references to “we,” “us,” “our,” the “company,” and “NewMarket” are to NewMarket Corporation and its consolidated subsidiaries.

We adopted Accounting Standard Update No. 2016-13, "Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments" (ASU 2016-13) on January 1, 2020. ASU 2016-13 mandates a methodology be utilized that determines expected credit losses on financial instruments instead of the former methodology that delayed recognition until a probable loss had been incurred.

We record our accounts receivable at amortized cost and at the net amount expected to be collected. Our accounts receivable are predominantly trade receivables and are derived through the sale of petroleum additives products. Our customers primarily consist of global, national, and independent oil companies. We maintain an allowance for credit losses for expected losses resulting from our customers not making required payments. We determine the adequacy of the allowance by periodically evaluating each customer’s receivable balance, considering their financial condition and credit history, and considering current and forecasted economic conditions. The allowance for credit losses was not material at March 31, 2020 or December 31, 2019.

2. Net Sales

Our revenues are primarily derived from the manufacture and sale of petroleum additives products. We sell petroleum additives products across the world to customers located in the North America, Latin America, Asia Pacific, and Europe/Middle East/Africa/India (EMEAI) regions. Our customers primarily consist of global, national, and independent oil companies. Our contracts generally include one performance obligation, which is providing petroleum additives products. The performance obligation is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts.

In limited cases, we collect funds in advance of shipping product to our customers and recognizing the related revenue. These prepayments from customers are recorded as a contract liability to our customer until we recognize the revenue. Some of our contracts include variable consideration in the form of rebates or business development funds. We regularly review both rebates and business development funds and make adjustments when necessary, recognizing the full amount of any adjustment in the period identified.

The following table provides information on our net sales by geographic area. Information on net sales by segment is in Note 3.


	Three Months Ended March 31,
(in thousands)		2021		2020
Net sales
United States		$	170,324	$	181,844
China		73,988		45,798
Europe, Middle East, Africa, India		176,650		190,623
Asia Pacific, except China		82,597		79,413
Other foreign		63,056		61,739
Net sales		$	566,615	$	559,417

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Three Months Ended
March 31,
(in thousands) 2020 2019
Net sales
United States $ 181,844
$ 172,014
China 45,798
59,293
Europe, Middle East, Africa, India 190,623
168,319
Asia Pacific, except China 79,413
82,529
Other foreign 61,739
54,461
Net sales $ 559,417
$ 536,616

3. Segment Information

The tables below show our consolidated segment results. The “All other” category includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and services associated with Ethyl Corporation (Ethyl).

Net Sales by Segment

Three Months Ended
March 31,
(in thousands) 2020 2019
Petroleum additives
     Lubricant additives $ 463,686
$ 437,220
     Fuel additives 93,686
95,459
          Total 557,372
532,679
All other 2,045
3,937
Net sales $ 559,417
$ 536,616


	Three Months Ended March 31,
(in thousands)		2021		2020
Petroleum additives
Lubricant additives		$	494,556	$	463,686
Fuel additives		70,342		93,686
Total		564,898		557,372
All other		1,717		2,045
Net sales		$	566,615	$	559,417

Segment Operating Profit

Three Months Ended
March 31,
(in thousands) 2020 2019
Petroleum additives $ 113,671
$ 87,863
All other 335
511
Segment operating profit 114,006
88,374
Corporate, general, and administrative expenses (4,231 ) (5,094 )
Interest and financing expenses, net (7,104 ) (8,012 )
Other income (expense), net 7,407
5,540
Income before income tax expense $ 110,078
$ 80,808


	Three Months Ended March 31,
(in thousands)		2021		2020
Petroleum additives		$	94,071	$	113,671
All other		(664)		335
Segment operating profit		93,407		114,006
Corporate, general, and administrative expenses		(4,312)		(4,231)
Interest and financing expenses, net		(6,343)		(7,104)


Other income (expense), net		6,618		7,407
Income before income tax expense		$	89,370	$	110,078

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Pension Plans and Other Postretirement Benefits

The table below shows cash contributions made during the three months ended March 31, ~~2020,~~2021, as well as the remaining cash contributions we expect to make during the year ending December 31, ~~2020,~~2021, for our domestic and foreign pension plans and domestic postretirement benefit plan.


(in thousands)	Actual Cash Contributions for Three Months Ended March 31, 2021		Expected Remaining Cash Contributions for Year Ending December 31, 2021
Domestic plans
Pension benefits	$	716	$	2,148
Postretirement benefits	287		861
Foreign plans
Pension benefits	1,574		4,797

(in thousands) Actual Cash Contributions for Three Months Ended March 31, 2020 Expected Remaining Cash Contributions for Year Ending December 31, 2020
Domestic plans
Pension benefits $ 719
$ 2,157
Postretirement benefits 411
1,232
Foreign plans
Pension benefits 1,427
4,324

The tables below present information on net periodic benefit cost (income) for our domestic and foreign pension plans and domestic postretirement benefit plan. The service cost component of net periodic benefit cost (income) is reflected in cost of goods sold; selling, general, and administrative expenses; or research, development, and testing expenses, according to ~~reflect~~ where other compensation costs arising from services rendered by the pertinent employee are recorded on the Consolidated Statements of Income. The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income.


	Domestic
	Pension Benefits				Postretirement Benefits
	Three Months Ended March 31,
(in thousands)	2021		2020		2021		2020
Service cost	$	4,814	$	4,197	$	250	$	217
Interest cost	3,241		3,508		292		345
Expected return on plan assets	(9,670)		(9,305)		(233)		(241)
Amortization of prior service cost (credit)	68		66		(757)		(757)
Amortization of actuarial net (gain) loss	1,390		1,316		12		0
Net periodic benefit cost (income)	$	(157)	$	(218)	$	(436)	$	(436)

Domestic
Pension Benefits Postretirement Benefits
Three Months Ended March 31,
(in thousands) 2020 2019 2020 2019
Service cost $ 4,197
$ 3,623
$ 217
$ 194
Interest cost 3,508
3,685
345
389
Expected return on plan assets (9,305 ) (8,657 ) (241 ) (244 )
Amortization of prior service cost (credit) 66
(19 ) (757 ) (757 )
Amortization of actuarial net (gain) loss 1,316
853
0
0
Net periodic benefit cost (income) $ (218 ) $ (515 ) $ (436 ) $ (418 )

Foreign
Pension Benefits
Three Months Ended March 31,
(in thousands) 2020 2019
Service cost $ 2,146
$ 1,640
Interest cost 984
1,221
Expected return on plan assets (2,461 ) (2,353 )
Amortization of prior service cost (credit) (11 ) (11 )
Amortization of actuarial net (gain) loss 353
239
Net periodic benefit cost (income) $ 1,011
$ 736

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. Earnings Per Share

We had 26,728 shares of nonvested restricted stock at March 31, 2021 and 19,858 shares of nonvested restricted stock at March 31, 2020 ~~and 22,536 shares of nonvested restricted stock at March 31, 2019~~ that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

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~~NEWMARKET CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The nonvested restricted stock is considered a participating security since the restricted stock contains nonforfeitable rights to dividends. As such, we use the two-class method to compute basic and diluted earnings per share for all periods presented since this method yields the most dilutive result. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share.


	Three Months Ended March 31,
(in thousands, except per-share amounts)		2021		2020
Earnings per share numerator:
Net income attributable to common shareholders before allocation of earnings to participating securities		$	69,712	$	85,541
Earnings allocated to participating securities		153		112
Net income attributable to common shareholders after allocation of earnings to participating securities		$	69,559	$	85,429
Earnings per share denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted		10,901		11,136


Earnings per share - basic and diluted		$	6.38	$	7.67

Three Months Ended
March 31,
(in thousands, except per-share amounts) 2020 2019
Earnings per share numerator:
Net income attributable to common shareholders before allocation of earnings to participating securities $ 85,541
$ 62,205
Earnings allocated to participating securities 112
64
Net income attributable to common shareholders after allocation of earnings to participating securities $ 85,429
$ 62,141
Earnings per share denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted 11,136
11,166
Earnings per share - basic and diluted $ 7.67
$ 5.57


	March 31,		December 31,
(in thousands)	2021		2020
Finished goods and work-in-process	$	333,192	$	325,588
Raw materials	65,080		59,413
Stores, supplies, and other	16,465		16,030
	$	414,737	$	401,031

March 31, December 31,
(in thousands) 2020 2019
Finished goods and work-in-process $ 298,533
$ 295,997
Raw materials 58,072
55,702
Stores, supplies, and other 14,397
14,239
$ 371,002
$ 365,938

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7. Intangibles (Net of Amortization) and Goodwill

The net carrying amount of intangibles and goodwill was ~~$131~~$129 million at March 31, ~~2020~~2021 and ~~$132~~$130 million at December 31, ~~2019.~~2020. The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below.


	March 31, 2021				December 31, 2020
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Formulas and technology	$	6,200	$	3,875	$	6,200	$	3,617
Contract	2,000		850		2,000		800
Customer bases	14,240		12,450		14,240		12,037

Goodwill	123,983				123,958
	$	146,423	$	17,175	$	146,398	$	16,454

March 31, 2020 December 31, 2019
(in thousands)
Gross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
Amortization
Amortizing intangible assets
Formulas and technology $ 9,600
$ 5,817
$ 9,600
$ 5,416
Contract 2,000
650
2,000
600
Customer bases 14,240
11,207
14,240
10,931
Goodwill 122,846
122,987

$ 148,686
$ 17,674
$ 148,827
$ 16,947

All of the intangibles relate to the petroleum additives segment. The change in the gross carrying amount between December 31, ~~2019~~2020 and March 31, ~~2020~~2021 is due to foreign currency fluctuation. There is no0 accumulated goodwill impairment.

Amortization expense was (in thousands):

Three months ended March 31, 2020 $ 727
Three months ended March 31, 2019 1,051



Three months ended March 31, 2021	$	721

Three months ended March 31, 2020	727

Estimated amortization expense for the remainder of ~~2020,~~2021, as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands):

2020 $ 2,180
2021 2,156
2022 1,423
2023 907
2024 390
2025 390


2021	$	1,435
2022	1,423
2023	907
2024	390
2025	390
2026	390

We amortize the contract over 10 years; customer bases over 4 to 20 years; and formulas and technology over ~~3 to~~ 6 years.

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands) March 31,
2020 December 31,
2019
Senior notes - 4.10% due 2022 (net of related deferred financing costs) $ 348,409
$ 348,263
Senior notes - 3.78% due 2029 250,000
250,000
Revolving credit facility 142,102
44,678
$ 740,511
$ 642,941


(in thousands)	March 31, 2021		December 31, 2020
Senior notes - 2.70% due 2031 (net of related deferred financing costs)	$	391,194	$	0
Senior notes - 4.10% due 2022 (net of related deferred financing costs)	348,995		348,848
Senior notes - 3.78% due 2029	250,000		250,000

	$	990,189	$	598,848

Senior Notes - On March 18, 2021, we issued $400 million aggregate principal amount of 2.70% senior notes due 2031. The 2.70% senior notes are general unsecured senior obligations and rank equally with our other unsecured senior indebtedness. The offer and sale of the notes were registered under the Securities Act of 1933, as amended. We incurred financing costs in the first three months of 2021 of approximately $4 million related to the 2.70% senior notes, which are being amortized over the term of the notes.

The indenture governing the 2.70% senior notes includes certain customary covenants that, among other things and subject to certain qualifications and exceptions, limit our ability and the ability of our subsidiaries to:

•grant liens to secure indebtedness;

•engage in sale and lease back transactions;

•merge or consolidate with, or convey, transfer or lease all or substantially all of our assets to a third party.

The outstanding 4.10% senior notes are unsecured, with an aggregate principal amount of $350 million and are registered under the Securities Act of 1933, as ~~amended (Securities Act).~~amended. The outstanding 3.78% senior notes are unsecured and were issued in a 2017 private placement with The Prudential Insurance Company of America and certain other purchasers. ~~The 3.78% senior notes agreement was amended in March 2020 to conform the covenants under the agreement with those in the 2020 revolving credit facility.~~

We were in compliance with all covenants under ~~both~~all issuances of ~~the~~outstanding senior notes as of March 31, ~~2020~~2021 and December 31, ~~2019.~~2020.

Revolving Credit Facility - The revolving credit facility has a borrowing capacity of $900 million, a term of five years, and matures on March 5, 2025. The obligations under the revolving credit facility are unsecured and are fully and unconditionally guaranteed by NewMarket. We were in compliance with all covenants under the credit facility as of March 31, 2021 and December 31, 2020.

There were 0 outstanding borrowings under the revolving credit facility at March 31, 2021 or December 31, 2020. As of March 31, 2021 and December 31, 2020 outstanding letters of credit were approximately $2 million resulting in the unused portion of the credit facility amounting to $898 million.

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~Revolving Credit Facility~~ - On March 5, 2020, we entered into a Credit Agreement (the Credit Agreement) with a term of five years. The Credit Agreement provides for a $900 million, multicurrency revolving credit facility, with a $500 million sublimit for multicurrency borrowings, a $50 million sublimit for letters of credit, and a $20 million sublimit for swingline loans. The Credit Agreement includes an expansion feature which allows us, subject to certain conditions, to request an increase in the aggregate amount of the revolving credit facility or obtain incremental term loans in an amount up to $425 million. Concurrent with entering into the Credit Agreement, we terminated our former revolving credit facility that we had entered into in 2017.

~~The obligations under the Credit Agreement are unsecured and are fully and unconditionally guaranteed by NewMarket. The revolving credit facility is available on a revolving basis until~~ ~~March 5, 2025~~.

Borrowings made under the revolving credit facility bear interest, at our option, at an annual rate equal to (1) the Alternate Base Rate (ABR) plus the Applicable Rate (as defined in the Credit Agreement) solely in the case of loans denominated in U.S. dollars to NewMarket, (2) the Adjusted LIBO Rate plus the Applicable Rate, or (3) the Adjusted EURIBO Rate plus the Applicable Rate. ABR is the greatest of (i) the rate of interest publicly announced by the Administrative Agent as its prime rate, (ii) the NYFRB Rate (as defined in the Credit Agreement) from time to time plus 0.5%, and (iii) the Adjusted LIBO Rate for a one month interest period plus 1%. The Adjusted LIBO Rate means the rate at which Eurocurrency deposits in the London interbank market for certain periods (as selected by NewMarket) are quoted, as adjusted for statutory reserve requirements for Eurocurrency liabilities and other applicable mandatory costs. The Adjusted EURIBO Rate means the rate at which Eurocurrency deposits denominated in euro in the euro interbank markets for certain periods (as selected by NewMarket) are quoted, as adjusted for statutory reserve requirements for Eurocurrency liabilities and other mandatory costs. The Applicable Rate ranges from 0.000% to 0.375% (depending on our Leverage Ratio or Credit Ratings) for loans bearing interest based on the ABR. The Applicable Rate ranges from 0.875% to 1.375% (depending on our Leverage Ratio or Credit Ratings) for loans bearing interest based on the Adjusted LIBO Rate or the Adjusted EURIBO rate. The Credit Agreement contains the Administrative Agent's customary LIBOR successor rate provisions, which apply in the event LIBOR is no longer generally adopted as the benchmark rate for syndicated loans.

The Credit Agreement contains financial covenants that require NewMarket to maintain a consolidated Leverage Ratio (as defined in the Credit Agreement) of no more than 3.75 to 1.00 except during an Increased Leverage Period (as defined in the Credit Agreement). We were in compliance with all covenants under the revolving credit facility in effect at March 31, 2020 and at December 31, 2019.

We paid financing costs in 2020 of approximately $1.3 million related to this revolving credit facility and carried over deferred financing costs from our previous revolving credit facility of approximately $1.2 million, resulting in total deferred financing costs of $2.5 million as of March 31, 2020, which we are amortizing over the term of the Credit Agreement.

~~The average interest rate for borrowings under the credit agreements was 1.9% during the first three months of 2020 and 3.0% during the full year of 2019.~~

The outstanding borrowings under the revolving credit facilities amounted to $142 million at March 31, 2020 and $45 million at December 31, 2019. Outstanding letters of credit amounted to $3 million at both March 31, 2020 and December 31, 2019 resulting in the unused portion of the credit facility in effect amounting to $755 million at March 31, 2020 and $803 million at December 31, 2019.

9. Commitments and Contingencies

We are involved in legal proceedings that are incidental to our business and may include administrative or judicial actions. Some of these legal proceedings involve governmental authorities and relate to environmental matters. For further information, see Environmental below.

While it is not possible to predict or determine with certainty the outcome of any legal proceeding, we believe the outcome of any of these proceedings, or all of them combined, will not result in a material adverse effect on our consolidated results of operations, financial condition, or cash flows.

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~~NEWMARKET CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

We are involved in environmental proceedings and potential proceedings relating to soil and groundwater contamination, disposal of hazardous waste, and other environmental matters at several of our current or former facilities, or at third-party sites where we have been designated as a potentially responsible party (PRP). While we believe we are currently adequately accrued for known environmental issues, it is possible that unexpected future costs could have a significant impact on our consolidated financial position, results of operations, and cash flows. Our total accruals for environmental remediation, dismantling, and decontamination were approximately $10 million at both March 31, ~~2020~~2021 and ~~$11 million at~~ December 31, ~~2019.~~2020. Of the total accrual, the current portion is included in accrued expenses and the noncurrent portion is included in other noncurrent liabilities on the Condensed Consolidated Balance Sheets.

Our more significant environmental sites include a former plant site in Louisiana (the Louisiana site) and a Houston, Texas plant site (the Texas site). Together, the amounts accrued on a discounted basis related to these sites represented approximately $7 million of the total accrual above at March 31, ~~2020~~2021 and $8 million at December 31, ~~2019,~~2020, using discount rates ranging from 3% to 9% for both periods. The aggregate undiscounted amount for these sites was $9 million at ~~March 31, 2020 and $10 million at December 31, 2019. Of the total accrued for these two sites, the amount related to remediation of groundwater and soil for the Louisiana site was $4 million at~~ both March 31, ~~2020~~2021 and December 31, ~~2019. The amount related to remediation of groundwater and soil for the Texas site was $3 million at both March 31, 2020 and December 31, 2019.~~2020.

10. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

The balances of, and changes in, the components of accumulated other comprehensive loss, net of tax, consist of the following:

(in thousands)
Pension Plans
and Other Postretirement Benefits
Foreign Currency Translation Adjustments
Accumulated Other
Comprehensive (Loss) Income
Balance at December 31, 2018 $ (86,555 ) $ (94,761 ) $ (181,316 )
Other comprehensive income (loss) before reclassifications 0
4,946
4,946
Amounts reclassified from accumulated other comprehensive loss (a) 240
0
240
Other comprehensive income (loss) 240
4,946
5,186
Balance at March 31, 2019 $ (86,315 ) $ (89,815 ) $ (176,130 )

Balance at December 31, 2019 $ (69,795 ) $ (92,953 ) $ (162,748 )
Other comprehensive income (loss) before reclassifications 0
(14,331 ) (14,331 )
Amounts reclassified from accumulated other comprehensive loss (a) 736
0
736
Other comprehensive income (loss) 736
(14,331 ) (13,595 )
Balance at March 31, 2020 $ (69,059 ) $ (107,284 ) $ (176,343 )


(in thousands)	Pension Plans and Other Postretirement Benefits		Foreign Currency Translation Adjustments		Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2019	$	(69,795)	$	(92,953)	$	(162,748)
Other comprehensive income (loss) before reclassifications	0		(14,331)		(14,331)
Amounts reclassified from accumulated other comprehensive loss (a)	736		0		736
Other comprehensive income (loss)	736		(14,331)		(13,595)
Balance at March 31, 2020	$	(69,059)	$	(107,284)	$	(176,343)

Balance at December 31, 2020	$	(92,771)	$	(80,393)	$	(173,164)
Other comprehensive income (loss) before reclassifications	(657)		467		(190)
Amounts reclassified from accumulated other comprehensive loss (a)	1,299		0		1,299
Other comprehensive income (loss)	642		467		1,109
Balance at March 31, 2021	$	(92,129)	$	(79,926)	$	(172,055)

(a) The pension plan and other postretirement benefit components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income). See Note 4 in this Quarterly Report on Form 10-Q and Note 17 in our ~~2019~~2020 Annual Report for further information.

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11. Fair Value Measurements

The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was ~~$179~~$522 million at March 31, ~~2020~~2021 and ~~$144~~$125 million at December 31, ~~2019.~~2020. The fair value is ~~categorized in~~classified as Level 1 ofin the fair value hierarchy.

No material events occurred during the three months ended March 31, ~~2020~~2021 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

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~~NEWMARKET CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Long-term debt – We record the carrying amount of our long-term debt at historical cost, less deferred financing costs related to ~~the 4.10%~~our publicly traded senior notes. The estimated fair value of our long-term debt is shown in the table below and is based primarily on estimated current rates available to us for debt of the same remaining duration and adjusted for nonperformance risk and credit risk. The estimated fair value of our publicly-traded ~~4.10%~~ senior notes included ~~in long-term debt~~ in the table below is based on the last quoted price closest to March 31, ~~2020.~~2021. The fair value of our debt instruments ~~is categorized~~are classified as Level 2.

March 31, 2020 December 31, 2019
(in thousands)
Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value
Long-term debt $ 740,511
$ 725,861
$ 642,941
$ 677,253


	March 31, 2021				December 31, 2020
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt	$	990,189	$	1,036,673	$	598,848	$	648,671

~~12. Recent Accounting Pronouncements~~

~~Recently Issued Accounting Pronouncements~~

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (ASU 2020-04), which provides guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying generally accepted accounting principles to contracts, hedging relationships, and other transactions impacted by reference rate reform. The provisions of ASU 2020-04 apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2022. We are currently evaluating the impact of ASU 2020-04 on our consolidated financial statements.

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

Forward-Looking Statements

This report 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,” “projects,” “expects,” “should,” “could,” “may,” “will,” 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, 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.

Factors that could cause actual results to differ materially from expectations include, but are not limited to, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; sudden or sharp raw material price increases; competition from other manufacturers; current and future governmental regulations; the gain or loss of significant customers; failure to attract and retain a highly-qualified workforce; an information technology system failure or security breach; the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, and health-related epidemics such as the COVID-19 pandemic; risks related to operating outside of the United States; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from recent or future acquisitions, or our inability to successfully integrate recent or future acquisitions into our business; the underperformance of our pension assets resulting in additional cash contributions to our pension plans; and other factors detailed from time to time in the reports that NewMarket files with the SEC, including the risk factors in Item 1A. “Risk Factors” of our ~~2019~~2020 Annual Report, which is available to shareholders upon request.

You should keep in mind that any forward-looking statement made by us in this report 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, any forward-looking statement made in this report or elsewhere, might not occur.

Overview

When comparing the results of the petroleum additives segment for the first three months of ~~2020~~2021 with the first three months of ~~2019,~~2020, net sales increased ~~4.6%~~1.4% primarily due to higher lubricant additives product shipments and a favorable foreign currency impact, partially offset by decreased selling prices ~~slightly~~and lower fuel additives product ~~shipments, and an unfavorable foreign currency impact.~~shipments. Petroleum additives operating profit was ~~29.4% higher~~17.2% lower when comparing the first three months of ~~2020~~2021 with the first three months of ~~2019,~~2020, reflecting ~~the~~lower selling prices and higher ~~product shipments~~conversion and ~~lower conversion costs, with lower~~ raw material costs, partially offset by ~~the decreased selling prices.~~increased product shipments.

On March 18, 2021, we issued $400 million aggregate principal amount of 2.70% senior notes due 2031.

Our operations generate cash that is in excess of the needs of the business. We continue to invest in and manage the business for the long-term with the ~~goal~~intent of helping our customers succeed in their marketplaces. Our investments continue to be in organizational talent, technology development and processes, and global infrastructure, consisting of technical centers, production capability, and geographic expansion.

Impact of the COVID-19 Pandemic and Current Economic Environment

InWhile to a lesser extent than during 2020, petroleum additives operating results for the first ~~quarter~~three months of ~~2020, we did not experience a significant~~2021 include an unfavorable impact ~~on our business~~from the economic uncertainty resulting from ~~government~~the ongoing effects of the COVID-19 pandemic and the related restrictions on the movement of people, goods and ~~services. While there was some slowdown of operations~~services resulting in ~~our China business, we experienced limited impact to our operations and financial position~~fewer miles driven than during the ~~quarter. More currently, we are expecting to see our operations for the remainder~~first three months of ~~the year impacted by the current economic environment. We are experiencing what we believe will be a short-term decrease~~2020. The pace and stability of improvement in demand for ~~lubricant and fuel additives due~~our products will continue to the economic downturn. We expect to see a significant decline in shipments in the second quarter of 2020, particularly in the Americas and Europe. While we do not know how long this downturn will last, we are encouraged by the recovery we have seen in our China business, which saw a reduction in shipments in the first quarter but has already shown signs of recovery. We anticipate a slow recovery, but the rate of recovery will depend heavily on economic recovery and the rate at which government restrictions are lifted and ~~extent~~remain lifted. We will continue to ~~which~~monitor the government restrictions, ~~on movement~~as well as the status of the vaccination programs that are ~~lifted.~~being implemented globally. We expect successful vaccination efforts will help provide more stability in the global economy in 2021.

~~Our~~With only a very few government-ordered, short-term exceptions, all of our locations around the world, including our manufacturing ~~facilities~~ and research and development ~~activities~~facilities, have continued to operate safely and without interruption during the pandemic, and we expect them to continue to do so. Raw material sourcing has not been significantly impacted and we do not expect that to change over the ~~remaining months of the year.~~coming months. The transportation industry ~~is operating with some delays related~~continues to ~~international shipments, but~~operate and our products are currently being delivered to our customers.

Our financial position remains strong. We have sufficient access to capital if needed ~~including the new $900 million revolving credit facility we entered into in March 2020,~~ and do not anticipate any issues with meeting the covenants for all our debt agreements. Our major capital projects are continuing to progress substantially as planned.

As we operate in the chemical industry, we continue to be focused on protecting the health and safety of our employees and have procedures in place at each of our operating facilities to help ensure their well-being.

The chemical industry and our products are recognized as essential for transportation of goods and services. Our business continuity planning process focuses our efforts on managing through this challenging time and helping our customers do the same. As we are a global company and can leverage the knowledge and experience of our personnel in facilities across the world, we do not expect to experience negative impacts related to short-term travel and border restrictions. As we operate in the chemical industry, we continue to be focused on protecting the health and safety of our employees and have procedures in place at each of our operating facilities to help ensure their well-being.

While we do not know how long the current economic environment will continue, and the ultimate impact on our business will depend on many factors which are very difficult to predict and substantially beyond our control, we believe this is a temporary situation as our products are essential for the operation of modern machinery and the transportation industry.

Results of Operations

Consolidated net sales for the first three months of ~~2020~~2021 totaled ~~$559.4~~$566.6 million, representing an increase of ~~$22.8~~$7.2 million, or ~~4.3%~~1.3%, from the first three months of ~~2019.~~2020. The following table shows net sales by segment and product line.


	Three Months Ended March 31,
(in millions)		2021		2020
Petroleum additives
Lubricant additives		$	494.6	$	463.7
Fuel additives		70.3		93.7
Total		564.9		557.4
All other		1.7		2.0
Net sales		$	566.6	$	559.4

Petroleum Additives Segment

The regions in which we operate include North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and the ~~Europe/Middle East/Africa/India (EMEAI)~~EMEAI region. While there is some fluctuation, the percentage of net sales generated in the regions remained fairly consistent when comparing the first three months of ~~2020~~2021 with the same period in ~~2019,~~2020, as well as with the full year in ~~2019.~~2020.

Petroleum additives net sales for the first three months of ~~2020~~2021 were ~~$557.4~~$564.9 million compared to ~~$532.7~~$557.4 million for the first three months of ~~2019,~~2020, an increase of ~~4.6%~~1.4%. ~~The increase was across all regions except for~~Both the Asia Pacific ~~region,~~and Latin America regions reflected increases in petroleum additives net sales, which ~~reported a decrease~~were mostly offset by decreases in ~~net sales.~~the EMEAI and North America regions. The ~~largest increase was~~reductions in the EMEAI region ~~followed by increases in~~reflects some continuing impact as a result of the economic disruption due to the COVID-19 pandemic, including lower demand for petroleum additives products reflecting the restrictions on the movement of people, goods, and services. In addition to some impact from the COVID-19 pandemic when comparing the first three months of 2021 and 2020, the North America ~~and Latin America regions.~~region also reflected the impact of weather-related reductions in net sales.

The following table details the approximate components of the increase in petroleum additives net sales between the first three months of ~~2020~~2021 and ~~2019.~~2020.


(in millions)	Three Months
Period ended March 31, 2020	$	557.4
Lubricant additives shipments	39.7
Fuel additives shipments	(21.1)
Selling prices	(22.7)
Foreign currency impact, net	11.6
Period ended March 31, 2021	$	564.9

(in millions) Three Months
Period ended March 31, 2019 $ 532.7
Lubricant additives shipments 30.6
Fuel additives shipments (1.0 )
Selling prices (1.7 )
Foreign currency impact, net (3.2 )
Period ended March 31, 2020 $ 557.4

When comparing the first three months of ~~2020~~2021 and ~~2019,~~2020, petroleum additives shipments accounted for ~~a $29.6~~an $18.6 million increase in net sales. ~~Offsetting this increase in net sales~~The impact from improved shipments was ~~an unfavorable foreign currency impact, as well as a small unfavorable impact from~~partially offset by lower selling prices, ~~amounting to an aggregate decrease in~~ net ~~sales~~ of ~~$4.9 million.~~a favorable impact from foreign currency exchange rates. The United States Dollar ~~strengthened~~weakened against most of the major currencies in which we transact when comparing the first three months of 2021 and 2020 resulting in ~~an unfavorable~~a favorable impact to petroleum additives net sales for the three ~~month~~months comparative periods. The ~~unfavorable~~favorable impact was predominantly ~~from~~due to changes in the Euro ~~and the Chinese Renminbi.~~exchange rate.

On a worldwide basis, the volume of product shipments for petroleum additives increased ~~5.9%~~2.6% when comparing the first three months of ~~2020~~2021 and ~~2019.~~2020. Shipments of lubricant additives increased ~~across~~mostly in the Asia Pacific region, with smaller increases in the North America and Latin America regions and a decrease in the EMEAI region. Fuel additives shipment volumes decreased for the three months comparative period across all regions except the Asia Pacific region. The decrease in fuel additives shipments was predominantly in the North America and EMEAI regions, ~~but was partially offset by lower shipments~~substantially due to the impact of the restrictions on movement of people, goods, and services, as well as weather-related impacts in ~~the Asia Pacific region. Fuel additives were substantially unchanged for the three month comparative periods, with small decreases in the~~ North ~~America, Asia Pacific, and EMEAI regions substantially offset by a small increase in the Latin America region.~~America.

The “All other” category includes the operations of the antiknock compounds business and certain contracted manufacturing and services.

Segment Operating Profit

NewMarket evaluates the performance of the petroleum additives business based on segment operating profit. NewMarket Services Corporation expenses are charged to NewMarket and each subsidiary pursuant to services agreements between the companies. Depreciation on segment property, plant, and equipment, as well as amortization of segment intangible assets and lease right-of-use assets, is included in segment operating profit.

The following table reports segment operating profit for the three months ended March 31, ~~2020~~2021 and March 31, ~~2019.~~2020.


	Three Months Ended March 31,
(in millions)		2021		2020
Petroleum additives		$	94.1	$	113.7
All other		$	(0.7)	$	0.3

Petroleum Additives Segment

The petroleum additives segment operating profit ~~increased $25.8~~decreased $19.6 million when comparing the first three months of ~~2020~~2021 to the first three months of ~~2019.~~2020. Both comparative periods included the impact of the same factors that affected gross profit (see discussion below) ~~including a favorable foreign currency translation impact.~~.

The operating profit margin was 16.7% for the first three months of 2021 as compared to 20.4% for the first three months of ~~2020 as compared to 16.5% for the first three months of 2019.~~2020. For the rolling four quarters ended March 31, ~~2020,~~2021, the operating profit margin for petroleum additives was ~~17.5%~~15.6%. ~~While we continue to experience improvement in our~~The economic disruption from COVID-19 impacted the rolling four quarter operating profit margins ~~from those of prior periods, operating margin stability remains~~and continues to have a ~~priority.~~more limited impact on our results during 2021. Operating profit margins remain a priority, and while they will fluctuate from quarter to quarter due to multiple factors, ~~but~~ we believe the fundamentals of our business and industry as a whole are unchanged.

Petroleum additives gross profit ~~increased $28.3~~decreased $18.2 million when comparing the first three months ~~periods~~ of ~~2020~~2021 and ~~2019~~2020. Cost of goods sold as a percentage of net sales was 71.3% for the first three months of 2021, increasing from 67.7% for the first three months of ~~2020, down from 71.5% for the first three months of 2019.~~2020.

When comparing the first three months of 2021 and 2020, ~~and 2019,~~ the ~~increase~~decrease in gross profit resulted from ~~higher product shipments~~unfavorable impacts from lower selling prices (as discussed in the Net Sales section above) and ~~lower~~higher raw material costs, as well as unfavorable conversion costs, ~~which included a favorable~~including an unfavorable foreign currency translation impact, ~~with lower raw material costs~~which together contributed over 100% of the change in the three months comparative period. These unfavorable factors for the three months comparison were partially offset by ~~decreased selling prices~~improved product shipments (also as discussed in the Net Sales section above). ~~Combined, the impact of shipments and conversion costs contributed over 100% of the improvement in gross profit.~~

Petroleum additives selling, general, and administrative expenses (SG&A) ~~were substantially unchanged~~increased $0.6 million when comparing the first three months of 2021 to the same 2020 ~~and 2019.~~period. SG&A as a percentage of net sales was 5.6% for the first three months of 2021 and 5.5% for the first three months of ~~2020 and 5.8% for the first three months of 2019.~~2020. Our SG&A costs are primarily personnel-related and include salaries, benefits, and other costs associated with our ~~workforce.~~workforce, including travel expenses. While personnel-related costs fluctuate from period to period, there were no significant changes in the drivers of these costs when comparing the periods.

Our investment in petroleum additives research, development, and testing (R&D) increased ~~$2.3~~$0.8 million when comparing the first three months periods of ~~2020~~2021 and ~~2019.~~2020. As a percentage of net sales, R&D was 6.4% for both the first three months of ~~2020,~~2021, and ~~6.2% for the~~ first three months of ~~2019.~~2020. Our R&D investments reflect our efforts to support the development of solutions that meet our customers' needs, meet new and evolving standards, and support our expansion into new product areas. Our approach to R&D investment, as it is with SG&A, is one of purposeful spending on programs to support our current product base and to ensure that we develop products to support our customers' programs in the future. R&D investments include personnel-related costs, as well as costs for internal and external testing of our products.

The following discussion references certain captions on the Consolidated Statements of Income.

Interest and Financing Expenses

Interest and financing expenses were $6.3 million for the first three months of 2021 and $7.1 million for the first three months of ~~2020 and $8.0 million for the first three months of 2019.~~2020. The decrease for the three months comparison resulted primarily from lower ~~average debt outstanding~~amortization and fees, as well as higher capitalized interest during the ~~2020~~2021 period.

Other Income (Expense), Net

Other income (expense), net was income of $7.2 million for the first three months of 2021 and $7.5 million for the first three months of ~~2020 and $5.9 million for the first three months of 2019.~~2020. The amounts for both of the ~~2020~~2021 and ~~2019~~2020 periods primarily reflect the components of net periodic benefit cost (income), except for service cost, from defined benefit pension and postretirement plans. See Note 4 for further information on total periodic benefit cost (income).

Income tax expense was $19.7 million for the first three months of 2021 and $24.5 million for the first three months of ~~2020 and $18.6 million~~2020. The effective tax rate was 22.0% for the first three months of ~~2019. The effective tax rate was~~2021 and 22.3% for the first three months of ~~2020 and 23.0% for the first three months of 2019.~~2020. Income tax expense ~~increased $6.7~~decreased $4.6 million due to the ~~higher~~lower income before income tax ~~expense with the remaining amount of the change resulting from the slightly~~expense. The lower effective tax rate resulted in a $0.2 million decrease in income ~~tax rate.~~tax.

There were no significant drivers of the change in the effective tax rates between the first three months of ~~2020~~2021 and ~~2019.~~2020.

Cash Flows, Financial Condition, and Liquidity

Cash and cash equivalents at March 31, ~~2020~~2021 were ~~$178.7~~$522.4 million, which was an increase of ~~$34.3~~$397.2 million since December 31, ~~2019.~~2020.

Cash and cash equivalents held by our foreign subsidiaries amounted to ~~$122.3~~$116.3 million at March 31, ~~2020~~2021 and ~~$99.5~~$97.3 million at December 31, ~~2019.~~2020. Periodically, we repatriate cash from our foreign subsidiaries to the United States through intercompany dividends and loans. We do not anticipate significant tax consequences from future distributions of foreign earnings.

A portion of our foreign cash balances is associated with earnings that we have asserted are indefinitely reinvested. We plan to use these indefinitely reinvested earnings to support growth outside of the United States through funding of operating expenses, research and development expenses, capital expenditures, and other cash needs of our foreign subsidiaries.

We expect that cash from operations, together with borrowing available under our revolving credit facility, will continue to be sufficient to cover our operating needs and planned capital expenditures for at least the next twelve months.

Cash Flows – Operating Activities

Cash flows provided from operating activities for the first three months of ~~2020~~2021 were ~~$64.5~~$49.4 million, ~~which included~~including the use of ~~$42.1~~$41.4 million to fund higher working capital requirements. The ~~$42.1~~$41.4 million used for working capital excluded ana small unfavorable foreign currency impact to the components of working capital on the balance sheet.

The most significant changes in working capital included increases in accounts receivable, inventory, and ~~accrued expenses.~~accounts payable. The ~~higher~~increase in accounts receivable ~~balance was primarily due to higher sales levels in the EMEAI region~~balances when comparing March ~~2020~~31, 2021 with the end of ~~2019, while~~2020 was primarily the result of higher sales in certain regions, as well as slightly slower customer payments due to the impacts of COVID-19. The increase in inventory was primarily in response to higher demand in some regions, and the increase in ~~accrued expenses primarily reflects common stock which had been repurchased at March 31, 2020, but had not yet been paid for~~accounts payable reflected normal fluctuations across the regions due to timing and ~~settled.~~increased purchases of raw materials to meet customer demand.

Including cash and cash equivalents, as well as the impact of changes in foreign currency exchange rates on the balance sheet, we had total working capital of ~~$618.0 million~~$1.0 billion at March 31, ~~2020~~2021 and ~~$570.5~~$585.6 million at December 31, ~~2019.~~2020. The current ratio was ~~2.98~~4.03 to 1 at March 31, ~~2020~~2021 and ~~2.85~~2.87 to 1 at December 31, ~~2019.~~2020.

Cash Flows – Investing Activities

Cash used in investing activities totaled ~~$20.1~~$20.5 million during the first three months of ~~2020 for~~2021 and represented capital expenditures. We currently expect that our total capital spending during ~~2020~~2021 will be in the $75 million to $85 million range and will include several improvements to our manufacturing and R&D infrastructure around the world. We expect to continue to finance capital spending through cash on hand and cash provided from operations, together with borrowing available under our ~~$900 million~~ revolving credit facility.

Cash Flows – Financing Activities

Cash ~~used in~~provided from financing activities during the first three months of ~~2020~~2021 amounted to ~~$5.9~~$369.4 million. ~~We paid dividends of $21.2 million and repurchased $79.5~~These cash flows included $395.1 million of proceeds from the issuance of our ~~common stock. These were substantially offset by additional borrowings~~$400 million 2.70% senior notes. Cash flows from financing activities also included cash dividend payments of ~~$97.4 million on our revolving credit facility.~~$20.8 million.

Our long-term debt was ~~$740.5~~$990.2 million at March 31, ~~2020~~2021 compared to ~~$642.9~~$598.8 million at December 31, ~~2019.~~2020.

On March ~~5, 2020,~~18, 2021, we ~~entered into a $900~~issued $400 million ~~revolving credit facility with a~~aggregate principal amount of 2.70% senior notes due 2031 at an issue price of 98.763%. We intend to use the net proceeds from the offering for the repayment or redemption of our 4.10% senior notes and for general corporate purposes. We incurred financing costs in 2021 of approximately $4 million related to the 2.70% senior notes, which are being amortized over the term of ~~five years. Concurrently, we terminated our previous $850 million revolving credit facility.~~ the notes.

See Note 8 for additional information on the 2.70% senior notes, 4.10% senior notes, 3.78% senior notes, and revolving credit facility, including the unused portion of our revolving credit facility.

~~The 4.10% senior notes, 3.78%~~All of our senior notes and the revolving credit facility contain covenants, representations, and events of default that management considers typical of credit arrangements of this nature. The covenants under the 3.78% senior notes include negative covenants, certain financial covenants, and events of default which are substantially similar to the covenants and events of default in our revolving credit facility. ~~The 3.78% senior notes agreement was amended in March 2020 to conform the covenants under the agreement with those in the 2020 revolving credit facility.~~

The revolving credit facility contains financial covenants that require NewMarket to maintain a consolidated Leverage Ratio (as defined in the agreement) of no more than 3.75 to 1.00, except during an Increased Leverage Period (as defined in the agreement) at the end of each quarter.

At March 31, ~~2020,~~2021, the Leverage Ratio was ~~1.65~~2.51 under the revolving credit facility. We

At March 31, 2021, we were in compliance with all covenants under the 4.10% senior notes, ~~the~~ 3.78% senior notes, 2.70% senior notes, and ~~the~~ revolving credit ~~facility in effect at March 31, 2020 and December 31, 2019.~~facility.

As a percentage of total capitalization (total long-term debt and shareholders’ equity), our total long-term debt percentage increased from ~~48.5%~~44.1% at December 31, ~~2019~~2020 to ~~53.7%~~55.0% at March 31, ~~2020.~~2021. The change in the percentage ~~was~~resulted primarily from the ~~result~~issuance of the ~~decrease in shareholders' equity, along with~~2.70% senior notes, partially offset by the increase in ~~long-term debt.~~shareholders' equity. The change in shareholders’ equity primarily reflects ~~stock repurchases,~~our earnings offset by dividend payments, and the impact of foreign currency translation adjustments ~~offset by~~along with the changes in the funded position of our ~~earnings.~~defined benefit plans. Generally, we repay any outstanding long-term debt with cash from operations or refinancing activities.

Critical Accounting Policies and Estimates

This Form 10-Q and our ~~2019~~2020 Annual Report include discussions of our accounting policies, as well as methods and estimates used in the preparation of our financial statements. We also provided a discussion of Critical Accounting Policies and Estimates in our ~~2019~~2020 Annual Report.

There have been no significant changes in our critical accounting policies and estimates from those reported in our ~~2019~~2020 Annual Report.

Recent Accounting Pronouncements

~~For a full discussion of the~~There are no new significant recent accounting pronouncements which may materially impact our financial ~~statements, see Note 12.~~statements.

Our stated goal is to provide a 10% compounded return per year for our shareholders over any five-year period (defined by earnings per share growth plus dividend yield), although we may not necessarily achieve a 10% return each year. We continue to have confidence in our customer-focused strategy and approach to the market. We believe the fundamentals of how we run our business - a long-term view, safety-first culture, customer-focused solutions, technology-driven product offerings, and world-class supply chain capability - will continue to be beneficial for all of our stakeholders over the long term.

We expect our petroleum additives segment will continue to experience ~~significant~~ impacts to its operating performance ~~in 2020~~ due to the current economic environment. Our global business will see varying effects on demand that will differ by region based on our

product portfolio and geographic coverage. ~~We expect the~~The global market ~~will begin to recover~~should stabilize when government restrictions on the movement of people, goods, and services are ~~eased,~~lifted, as modern transportation and machinery cannot function without our products. ~~The rate of recovery will depend heavily on the rate at which these restrictions are lifted.~~ We expect that the petroleum additives market will grow in the 1% to 2% range annually for the foreseeable ~~future with 2020 being an exception.~~future. We plan to exceed that growth rate over the long-term.

InOver the past several years we have made significant investments in our business as the industry fundamentals remain positive. These investments have been and will continue to be in organizational talent, technology development and processes, and global infrastructure, consisting of technical centers, production capability and geographic expansion. We intend to utilize these investments to improve our ability to deliver the solutions that our customers value, expand our global reach, and enhance our operating results. We will continue to invest in our capabilities to provide even better value, service, technology, and customer solutions.

~~Typically, our~~Our business generates significant amounts of cash beyond ~~what is necessary for the expansion and growth of our current offerings.~~its operational needs. We regularly review our many internal opportunities to utilize excess cash from technological, geographic, production capability, and product line perspectives. We believe our capital spending is creating the capability we need to grow and support our customers worldwide, and our research and development investments are positioning us well to provide added value to our customers. Our primary focus in the acquisition area remains on the petroleum additives industry. It is our view that this industry segment will provide the greatest opportunity for solid returns on our investments while minimizing risk. We remain focused on this strategy and will evaluate any future opportunities. We will continue to evaluate all alternative uses of cash to enhance shareholder value, including stock repurchases and dividends.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

At March 31, ~~2020,~~2021, there were no material changes in our market risk from the information provided in the ~~2019~~2020 Annual ~~Report.~~Report except for a change in interest rate risk due to the issuance of the $400 million 2.70% senior notes.

A hypothetical 100 basis point decrease in interest rates, holding all other variables constant, would have resulted in a change of $59 million in the fair value of our debt at March 31, 2021.

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. Under Rule 13a-15(b) of 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 such term is defined in Rule 13a-15(e) of 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 were effective at the reasonable assurance level.

There has been no change in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, that occurred during the quarter ended March 31, ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

There have been no material changes to our legal proceedings as disclosed in "Legal Proceedings" in Item 3 of Part 1I of the ~~2019~~2020 Annual Report.

~~ITEM 1A. Risk Factors~~

~~Except as highlighted below, there were no material changes during the three months ended March 31, 2020 to the risk factors disclosed in Item 1A - Risk Factors in our 2019 Annual Report.~~

~~The COVID-19 pandemic could have a material adverse effect on our results of operations, financial position, and cash flows.~~

The COVID-19 pandemic has created significant uncertainty and economic disruption. The extent to which it impacts our business, results of operations, financial position, and cash flows is difficult to predict and dependent upon many factors over which we have no control. These factors include, but are not limited to, the duration and severity of the pandemic; government restrictions on businesses and individuals; the impact of the pandemic on our customers' businesses and the resulting demand for our products; the impact on our suppliers and supply chain network; the impact on U.S. and global economies and the timing and rate of economic recovery; and potential adverse effects on the financial markets. Any of these factors could amplify the other risks and uncertainties described in our 2019 Annual Report and could materially adversely affect our business, financial condition, results of operations and/or stock price.

~~ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds~~

On December 13, 2018, our Board of Directors approved a share repurchase program authorizing management to repurchase up to $500 million of NewMarket's outstanding common stock effective January 1, 2019 until December 31, 2021, as market conditions warrant and covenants under our existing debt agreements permit. We may conduct the share repurchase in the open market, in privately negotiated transactions, through block trades or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The repurchase program does not require NewMarket to acquire any specific number of shares and may be terminated or suspended at any time. At March 31, 2020, approximately $406 million remained available under the 2018 authorization. The following table outlines the purchases during the first quarter of 2020 under this authorization.

~~Issuer Purchases of Equity Securities~~

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 to January 31 0 $ 0.00
0 $ 500,000,000
February 1 to February 29 6,753 395.62
6,753 497,328,353
March 1 to March 31 245,630 373.19
245,630 405,661,755
Total 252,383 $ 373.79
252,383 $ 405,661,755

~~Table of Contents~~

ITEM 6. Exhibits



Exhibit 3.1			Articles of Incorporation Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed April 30, 2012)
Exhibit 3.2			NewMarket Corporation Bylaws Amended and Restated effective August 6, 2015 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1- 32190) filed August 6, 2015)
Exhibit ~~10.1~~4.1			~~Credit Agreement,~~Indenture, dated as of March ~~5, 2020, by~~18, 2021, between NewMarket Corporation and among the Company and the Foreign Subsidiary Borrowers party thereto; the Lenders party thereto; JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A., as Syndication Agent; U.S. Bank National Association, Citibank, N.A., Wells Fargo Bank, National Association, ~~and DBS Bank Ltd.,~~ as ~~Co-Documentation Agents; and Bank of the West and TD Bank, N.A., as Senior Managing Agents~~trustee (incorporated by reference to ~~Exhibit 10.1~~exhibit 4.1 to Form 8-K ~~(file~~(File No. ~~1-32190)~~1- 32190) filed March ~~11, 2020)~~18, 2021)
Exhibit ~~10.2~~4.2			~~Second Amendment,~~First Supplemental Indenture, dated as of March ~~19, 2020,~~18, 2021, between NewMarket Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to exhibit 4.2 to Form 8-K (File No. 1- 32190) filed March 18, 2021)
Exhibit 4.3			Form of 2.70% Senior Notes due 2031 (form included as Exhibit A to the ~~Note Purchase agreement dated January 4, 2017,~~First Supplemental Indenture (incorporated by and among NewMarket Corporation, The Prudential Insurance Company of America, The Gibraltar Life Insurance Co., Ltd, The Lincoln National Life Insurance Company and The Prudential Life Insurance Company, Ltd.reference to exhibit 4.3 to Form 8-K (File No. 1- 32190) filed March 18, 2021)
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 Brian D. Paliotti
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 Brian D. Paliotti
Exhibit 101			Inline XBRL Instance Document and Related Items (the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document)
Exhibit 104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents

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)

		~~NEWMARKET CORPORATION~~
	~~(Registrant)~~

Date: April ~~23, 2020~~22, 2021	By: /s/ Brian D. Paliotti
		Brian D. Paliotti
		Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

Date: April ~~23, 2020~~22, 2021		By: /s/ William J. Skrobacz
		William J. Skrobacz
		Controller
		(Principal Accounting Officer)



(in thousands, except share amounts)	March 31, 2020			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	178,662		$	144,397
Trade and other accounts receivable, less allowance for credit losses	347,155			335,826
Inventories	371,002			365,938
Prepaid expenses and other current assets	34,115			33,237
Total current assets	930,934			879,398
Property, plant, and equipment, net	633,873			635,439
Intangibles (net of amortization) and goodwill	131,012			131,880
Prepaid pension cost	136,346			133,848
Operating lease right-of-use assets	57,437			60,505
Deferred charges and other assets	44,083			44,062
Total assets	$	1,933,685		$	1,885,132
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	178,457		$	178,773
Accrued expenses	89,819			77,350
Dividends payable	19,020			19,217
Income taxes payable	7,460			10,632
Operating lease liabilities	13,060			14,036
Other current liabilities	5,096			8,887
Total current liabilities	312,912			308,895
Long-term debt	740,511			642,941
Operating lease liabilities-noncurrent	43,585			46,792
Other noncurrent liabilities	197,428			203,406
Total liabilities	1,294,436			1,202,034
Commitments and contingencies (Note 9)
Shareholders’ equity:
Common stock and paid-in capital (without par value; authorized shares - 80,000,000; issued and outstanding shares - 10,938,744 at March 31, 2020 and 11,188,549 at December 31, 2019)	0			1,965
Accumulated other comprehensive loss	(176,343		)	(162,748		)
Retained earnings	815,592			843,881
Total shareholders' equity	639,249			683,098
Total liabilities and shareholders’ equity	$	1,933,685		$	1,885,132


		Foreign
		Pension Benefits
	Three Months Ended March 31,
(in thousands)			2021		2020
Service cost			$	2,757	$	2,146
Interest cost			827		984
Expected return on plan assets			(2,666)		(2,461)
Amortization of prior service cost (credit)			38		(11)
Amortization of actuarial net (gain) loss			901		353
Net periodic benefit cost (income)			$	1,857	$	1,011



	March 31, 2020				December 31, 2019
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Formulas and technology	$	9,600	$	5,817	$	9,600	$	5,416
Contract	2,000		650		2,000		600
Customer bases	14,240		11,207		14,240		10,931
Goodwill	122,846				122,987
	$	148,686	$	17,674	$	148,827	$	16,947



Three months ended March 31, 2020	$	727
Three months ended March 31, 2019	1,051



(in millions)	Three Months
Period ended March 31, 2019	$	532.7
Lubricant additives shipments	30.6
Fuel additives shipments	(1.0		)
Selling prices	(1.7		)
Foreign currency impact, net	(3.2		)
Period ended March 31, 2020	$	557.4



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 to January 31	0	$	0.00	0	$	500,000,000
February 1 to February 29	6,753	395.62		6,753	497,328,353
March 1 to March 31	245,630	373.19		245,630	405,661,755
Total	252,383	$	373.79	252,383	$	405,661,755


6.	~~Inventories~~