NewMarket 10Q 2005 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2005

¨	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.)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

Number of shares of common stock, without par value, outstanding as of April 30, 2005: 17,014,059.

NEWMARKET CORPORATION

INDEX


			Page Number
PART I.FINANCIAL INFORMATION

	ITEM 1.Financial Statements

		Condensed Consolidated Statements of Income - Three Months Ended March 31, 2005 and 2004	3

		Condensed Consolidated Balance Sheets – March 31, 2005 and December 31, 2004	4

		Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2005 and 2004	5

		Notes to Condensed Consolidated Financial Statements	6 -23

	ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations		24 -33

	ITEM 3.Quantitative and Qualitative Disclosures About Market Risk		33

	ITEM 4.Controls and Procedures		33 -34

PART II.OTHER INFORMATION

	ITEM 1.Legal Proceedings		35

	ITEM 5.Other Information		35

	ITEM 6.Exhibits		35

SIGNATURES			36

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 Ended March 31
	2005		2004
Net sales	$	239,114	$	216,770
Cost of goods sold		196,001		170,909

Gross profit		43,113		45,861

Operating profit from TEL marketing agreements services		6,451		7,312

Selling, general, and administrative expenses		22,293		23,518
Research, development, and testing expenses		16,280		15,749

Operating profit		10,991		13,906

Interest and financing expenses		4,327		5,156
Other income, net		240		166

Income before income taxes		6,904		8,916
Income tax expense		2,142		3,098

Net income	$	4,762	$	5,818

Basic earnings per share	$	0.28	$	0.35

Diluted earnings per share	$	0.28	$	0.34

Shares used to compute basic earnings per share		16,982		16,813

Shares used to compute diluted earnings per share		17,314		17,121

See accompanying notes to the condensed consolidated financial statements.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	March 31 2005			December 31 2004
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	25,380		$	28,778
Restricted cash		1,516			1,706
Trade and other accounts receivable, less allowance for doubtful accounts ($1,064 - 2005; $1,067 - 2004)		155,047			158,423
Receivable - TEL marketing agreements services		2,870			3,298
Inventories:
Finished goods		139,451			131,627
Raw materials		17,443			17,471
Stores, supplies and other		8,977			8,691

		165,871			157,789

Deferred income taxes		7,409			7,874
Prepaid expenses		6,653			2,387

Total current assets		364,746			360,255

Property, plant and equipment, at cost		776,084			777,105
Less accumulated depreciation and amortization		613,489			610,876

Net property, plant and equipment		162,595			166,229

Prepaid pension cost		18,895			20,101
Deferred income taxes		5,684			4,367
Other assets and deferred charges		61,601			68,961
Intangibles, net of amortization		54,606			56,282

Total assets	$	668,127		$	676,195

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	71,649		$	75,719
Accrued expenses		46,123			52,710
Book overdraft		2,734			5,015
Long-term debt, current portion		610			601
Income taxes payable		6,048			6,138

Total current liabilities		127,164			140,183

Long-term debt		186,179			183,837
Other noncurrent liabilities		119,261			120,293

Commitments and contingencies (Note 10)

Shareholders’ equity:
Common stock and paid in capital (without par value) Issued - 16,981,759 in 2005 and 16,980,759 in 2004		84,728			84,724
Accumulated other comprehensive loss		(22,995	)		(21,870	)
Retained earnings		173,790			169,028

		235,523			231,882

Total liabilities and shareholders’ equity	$	668,127		$	676,195

See accompanying notes to the condensed consolidated financial statements.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended March 31
	2005			2004
Cash and cash equivalents at beginning of year	$	28,778		$	33,367

Cash flows from operating activities:
Net income		4,762			5,818
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and other amortization		9,166			10,874
Amortization of deferred financing costs		473			1,086
Noncash pension expense		3,282			2,583
Long-term receivable - TEL marketing agreements		(416	)		113
Deferred income tax benefit		(389	)		(2,356	)
Working capital changes		(16,646	)		2,448
Cash pension contributions		(1,308	)		(5,940	)
Other, net		2,540			(1,941	)

Cash provided from operating activities		1,464			12,685

Cash flows from investing activities:
Capital expenditures		(3,193	)		(3,295	)
Other, net		57			11

Cash used in investing activities		(3,136	)		(3,284	)

Cash flows from financing activities:
Borrowing under revolving credit agreement		2,500			—
Repayment of debt - previous agreements		—			(14,602	)
Change in book overdraft		(2,281	)		(131	)
Proceeds from exercise of stock options		4			197
Other, net		(149	)		(139	)

Cash provided from (used in) financing activities		74			(14,675	)

Effect of foreign exchange on cash and cash equivalents		(1,800	)		(2,020	)

Decrease in cash and cash equivalents		(3,398	)		(7,294	)

Cash and cash equivalents at end of period	$	25,380		$	26,073

See accompanying notes to the condensed consolidated financial statements.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Financial Statement Presentation

In the opinion of management, the accompanying condensed consolidated financial statements of NewMarket Corporation and Subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of March 31, 2005, as well as our consolidated results of operations for the three months ended March 31, 2005 and 2004 and our consolidated cash flows for the three months ended March 31, 2005 and 2004. The financial statements are subject to normal year-end adjustments and do not include the comprehensive footnotes. All adjustments are of a normal, recurring nature. 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, 2004, as filed with the Securities and Exchange Commission (SEC) (2004 Annual Report). The results of operations for the three-month period ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year.

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

At both March 31, 2005 and December 31, 2004, we had a book overdraft for some of our disbursement cash accounts. A book overdraft represents transactions that have not cleared the bank accounts at the end of the reporting period. We transfer cash on an as-needed basis to fund these items as they clear the bank in subsequent periods.

2.	Reclassifications

First quarter 2004 segment operating profit was adjusted from previously reported information to reflect the current allocation of certain costs in alignment with the 2004 transition to a holding company structure, which was effective June 18, 2004. The reclassification had no effect on net income.

3.	Asset Retirement Obligations

Our asset retirement obligations are related primarily to tetraethyl lead (TEL) operations. These obligations had been previously fully accrued. Upon the January 1, 2003 adoption of Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (SFAS No. 143), these accruals were discounted to their net present value, which resulted in the recognition of a gain. Current accretion of the asset retirement obligations is expensed in operations. The following table illustrates the activity associated with SFAS No. 143 for the three months ended March 31, 2005 and the year ended December 31, 2004.


	March 31 2005			December 31 2004
	*(in thousands)*
Asset retirement obligation, beginning of period	$	10,268		$	13,238
Accretion expense		270			702
Liabilities settled		(411	)		(2,998	)
Changes in expected cash flows and timing		—			(1,147	)
Foreign currency impact		(40	)		473

Asset retirement obligation, end of period	$	10,087		$	10,268

4.	Stock-Based Compensation

We account for the stock-based compensation plan using the intrinsic-value method. Under this method, we do not record compensation cost for stock options unless the quoted market price of the stock at grant date or other measurement date exceeds the amount the employee must pay to exercise the stock option. Compensation cost for restricted stock grants, if issued, is recognized over the vesting period. See Note 12 of the Notes to Condensed Consolidated Financial Statements for information on an accounting standard which we will adopt in 2006 related to the accounting for stock-based compensation. See Note 16 of the Notes to Consolidated Financial Statements in our 2004 Annual Report for further information on our stock-based compensation plan.

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.


	Three Months Ended March 31
	2005			2004
	(in thousands, except per share amounts)
Net income, as reported	$	4,762		$	5,818
Less: Total stock-based employee compensation expense determined under the fair-value based method, net of related tax effect		(23	)		(31	)

Net income, pro forma	$	4,739		$	5,787

Earnings per share:
Basic, as reported	$	0.28		$	0.35

Basic, pro forma	$	0.28		$	0.34

Diluted, as reported	$	0.28		$	0.34

Diluted, pro forma	$	0.27		$	0.34

5.	Segment Information

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

Net Sales by Segment


	Three Months Ended March 31
	2005		2004
	*(in millions)*
Petroleum additives	$	237.1	$	214.6
Tetraethyl lead		2.0		2.2

Consolidated net sales	$	239.1	$	216.8

Segment Operating Profit


	Three Months Ended March 31
	2005			2004
	*(in millions)*
Petroleum additives	$	9.7		$	13.0
Tetraethyl lead		4.3			6.3
Contract manufacturing and other		0.8			—

Segment operating profit		14.8			19.3
Corporate, general and administrative expense		(2.7	)		(3.5	)
Interest expense		(4.3	)		(5.2	)
Other expense, net		(0.9	)		(1.7	)

Income before income taxes	$	6.9		$	8.9

The prior period has been reclassified to conform to the current presentation. The reclassifications consist of an allocation of certain costs in alignment with the 2004 transition to a holding company structure. There was no impact on net income in any period.

Depreciation and Amortization


	Three Months Ended March 31
	2005		2004
	*(in millions)*
Petroleum additives	$	7.1	$	8.4
Tetraethyl lead		1.7		2.1
Other long-lived assets		0.4		0.4

Total depreciation and amortization	$	9.2	$	10.9

6.	Pension and Postretirement Plans

During the first three months of 2005, we made contributions of approximately $15 thousand for domestic pension plans and approximately $600 thousand for domestic postretirement plans. We expect to make total contributions in 2005 of approximately $4 million to $6 million for our domestic pension plans and approximately $2 million to $3 million for our domestic postretirement plans.

We made contributions of approximately $1.3 million for our foreign pension plans during the first three months of 2005 and expect to make total contributions to our foreign pension plans of approximately $6 million to $7 million during 2005.

The table below presents information on periodic benefit cost for our domestic retirement plans. The second table presents the same information for the foreign plans.


	Domestic
	Pension Benefits						Postretirement Benefits
	Three Months Ended March 31
	2005			2004			2005			2004
	*(in thousands)*
Service cost	$	1,368		$	1,147		$	340		$	267
Interest cost		1,476			1,353			936			1,021
Expected return on plan assets		(1,496	)		(1,363	)		(485	)		(475	)
Amortization of prior service cost		200			179			(7	)		(7	)
Amortization of net loss		506			356			—			—

Net periodic domestic benefit cost	$	2,054		$	1,672		$	784		$	806


	Foreign Pension Benefits
	Three Months Ended March 31
	2005			2004
	*(in thousands)*
Service cost	$	541		$	398
Interest cost		1,113			932
Expected return on plan assets		(889	)		(749	)
Amortization of prior service cost		82			78
Amortization of transition asset		(12	)		(10	)
Amortization of net loss		393			262

Net periodic foreign benefit cost	$	1,228		$	911

7.	Earnings Per Share

Basic and diluted earnings per share are calculated as shown in the table below. Amounts, except share and per share, are in thousands of dollars. Options are not included in the computation of diluted earnings per share when the option exercise price exceeds the average market price of the common stock. At both March 31, 2005 and March 31, 2004, we had outstanding options to purchase 50,000 shares of NewMarket common stock at $44.375 per share. These options were not included in the computation of diluted earnings per share for any period due to their antidilutive impact.


	Three Months Ended March 31
	2005		2004
	(in thousands, except per share amounts)
Basic earnings per share
Numerator:
Income available to shareholders, as reported	$	4,762	$	5,818


Denominator:
Average number of shares of common stock outstanding		16,982		16,813

Basic earnings per share	$	.28	$	.35

Diluted earnings per share
Numerator:
Income available to shareholders, as reported	$	4,762	$	5,818

Denominator:
Average number of shares of common stock outstanding		16,982		16,813

Shares issuable upon exercise of stock options		332		308

Total shares		17,314		17,121

Diluted earnings per share	$	.28	$	.34

8.	Intangibles, net of amortization

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


	March 31 2005				December 31 2004
	Identifiable Intangibles
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
	*(in thousands)*
Amortizing intangible assets
Formulas	$	85,910	$	36,515	$	85,910	$	35,384
Contracts		40,873		40,534		40,873		40,030

	$	126,783	$	77,049	$	126,783	$	75,414

Nonamortizing intangible assets: minimum pension liabilities	$	4,872			$	4,913

Aggregate amortization expense			$	1,635			$	6,540

Estimated amortization expense in thousands for the next five years is expected to be:


• 2005	$	5,367
• 2006	$	4,524
• 2007	$	4,524
• 2008	$	4,524
• 2009	$	4,524

We amortize the cost of intangible assets by the straight-line method, over their economic lives of 5 to 20 years.

During 2003, we were notified by DSM Copolymer, Inc., our supplier of olefin copolymer viscosity index improvers, of its intent to terminate a supply contract with us in mid-2005. The contract was initially scheduled to terminate in 2012. We have adjusted the amortization period of the intangible asset associated with this contract to coincide with the 2005 termination date.

9.	Long-term Debt

Long-term debt consisted of the following:


	March 31 2005			December 31 2004
	*(in thousands)*
Senior notes	$	150,000		$	150,000
Revolving loan agreement		32,500			30,000
Capital lease obligations		4,289			4,438

		186,789			184,438
Current maturities of long-term debt		(610	)		(601	)

	$	186,179		$	183,837

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

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

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

The senior notes and the subsidiary guarantees rank:

•

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

•

equal in right of payment with any of our and the guarantors’ existing and future unsecured senior indebtedness; and

•

senior in right of payment to any of our and the guarantors’ existing and future subordinated indebtedness.

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

•

incur additional indebtedness;

•

create liens;

•

pay dividends or repurchase capital stock;

•

make certain investments;

•

sell assets or consolidate or merge with or into other companies; and

•

engage in transactions with affiliates.

We were in compliance with these covenants as of both March 31, 2005 and December 31, 2004.

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

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

Borrowings under the $100 million revolving credit facility are used for working capital and other general corporate purposes for NewMarket and our subsidiaries. The revolving credit facility includes a sub-facility for letters of credit. Borrowings bear interest, at our election, at either a base rate plus a margin (50 basis points as of March 31, 2005) or LIBOR plus a margin (200 basis points as of March 31, 2005). The revolving credit facility matures on June 18, 2009. Borrowings outstanding at March 31, 2005 under the revolving credit facility were $32.5 million and bore interest at rates of 4.72% to 6.25%, depending upon the type of borrowing. At March 31, 2005, we had outstanding letters of credit of $23.7 million, resulting in the unused portion of the revolver amounting to $43.8 million.

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

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

•

minimum consolidated net worth;

•

a minimum fixed charge coverage ratio;

•

a maximum leverage ratio;

•

a maximum senior secured leverage ratio; and

•

restrictions on the payment of dividends or repurchases of capital stock.

We were in compliance with these covenants as of both March 31, 2005 and December 31, 2004.

10.	Contractual Commitments and Contingencies

There have been no significant changes in our contractual commitments and contingencies from those reported in our 2004 Annual Report, except for changes related to the legal proceedings concerning the TEL case in Maryland. In that case, Ethyl was served as a defendant in the 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 have appealed both decisions, but did not appeal the dismissal of Ethyl as a defendant. On April 4, 2005, the Court of Appeals of Maryland dismissed the appeal on the basis that the trial court’s decision was not a final decision that could be appealed, and the case is once again pending in the trial court. If such claims are further pursued against Ethyl, we believe Ethyl has strong defenses and will vigorously defend any such claims.

Our accruals for environmental remediation were approximately $22 million at both March 31, 2005 and December 31, 2004. In addition to the accruals for environmental remediation, we also have accruals for dismantling and decommissioning costs of approximately $7 million at both March 31, 2005 and December 31, 2004.

11.	Comprehensive Income and Accumulated Other Comprehensive Loss

The components of comprehensive income consist of the following:


	Three Months Ended March 31
	2005			2004
	*(in thousands)*
Net income	$	4,762		$	5,818
Other comprehensive (loss) income, net of tax
Unrealized (loss) gain on marketable equity securities		(99	)		67
Unrealized gain on derivative instruments		871			—
Foreign currency translation adjustments		(1,897	)		(552	)

Other comprehensive loss		(1,125	)		(485	)

Comprehensive income	$	3,637		$	5,333

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


	March 31 2005			December 31 2004
	*(in thousands)*
Unrealized gain on marketable equity securities	$	47		$	146
Minimum pension liability adjustment		(16,091	)		(16,091	)
Unrealized loss on derivative instruments		(74	)		(945	)
Foreign currency translation adjustments		(6,877	)		(4,980	)

Accumulated other comprehensive loss	$	(22,995	)	$	(21,870	)

12.	Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (Revised 2004) “Share-Based Payment.” The statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” In general, the statement provides guidance in accounting for transactions in which a company obtains employee services in exchange for share-based payments. The statement 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. This standard was to be effective for interim periods beginning after June 15, 2005. In April 2005, the SEC delayed the effective date to the first fiscal year beginning after June 15, 2005. This standard applies to all share-based payment transactions initiated or modified after the effective date. We are evaluating this statement, but do not expect it to have a significant impact on our financial results.

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (FIN 47.) FIN 47 clarifies certain aspects of FASB No. 143, “Accounting for Asset Retirement Obligations” and is effective no later than December 31, 2005. We are currently evaluating the impact of FIN 47.

13.	Consolidating Financial Information

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). 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. We are currently able to transfer funds from our foreign subsidiaries, although certain conditions may arise occasionally that may restrict these transfers.

The following sets forth the consolidating statements of income for the three months ended March 31, 2005 and 2004, consolidating balance sheets as of March 31, 2005 and December 31, 2004, and condensed consolidating statements of cash flows for the three months ended March 31, 2005 and 2004 for the Parent, the Guarantor Subsidiaries and Non-Guarantor Subsidiaries. Certain amounts in these financial statements have been reclassified for the transition to a holding company structure effective June 18, 2004. The financial information is based on our understanding of the SEC’s interpretation and application of Rule 3-10 of the Regulation S-X promulgated by the SEC.

The financial information may not necessarily be indicative of results of operations or financial position had the Guarantor Subsidiaries or Non-Guarantor Subsidiaries operated as independent entities.

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Three Months Ended March 31, 2005

(in thousands)


	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	—		$	173,890	$	122,121		$	(56,897	)	$	239,114
Cost of goods sold		347			152,063		100,070			(56,479	)		196,001

Gross (loss) profit		(347	)		21,827		22,051			(418	)		43,113

Operating profit from TEL marketing agreements services		—			2,245		4,206			—			6,451
Intercompany service fee income (expense) from TEL marketing agreements		—			4,007		(4,007	)		—			—

Selling, general, and administrative expenses		1,769			9,902		10,622			—			22,293
Research, development, and testing expenses		—			12,507		3,773			—			16,280

Operating (loss) profit		(2,116	)		5,670		7,855			(418	)		10,991

Interest and financing expenses		4,279			48		—			—			4,327
Other income, net		152			56		32			—			240


(Loss) income before income taxes and equity income of subsidiaries		(6,243	)		5,678		7,887			(418	)		6,904
Income tax (benefit) expense		(2,704	)		1,756		3,248			(158	)		2,142
Equity income of subsidiaries		8,301			—		—			(8,301	)		—

Net income	$	4,762		$	3,922	$	4,639		$	(8,561	)	$	4,762

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Three Months Ended March 31, 2004

(in thousands)


	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	—		$	159,658	$	112,397		$	(55,285	)	$	216,770
Cost of goods sold		215			125,827		100,752			(55,885	)		170,909

Gross (loss) profit		(215	)		33,831		11,645			600			45,861

Operating profit from TEL marketing agreements services		—			2,715		4,597			—			7,312
Intercompany service fee income (expense) from TEL marketing agreements		—			4,546		(4,546	)		—			—

Selling, general, and administrative expenses		1,189			11,277		11,052			—			23,518
Research, development, and testing expenses		—			12,541		3,208			—			15,749

Operating (loss) profit		(1,404	)		17,274		(2,564	)		600			13,906

Interest and financing expenses		4,925			231		—			—			5,156
Other income, net		99			34		33			—			166

(Loss) income before income taxes and equity income of subsidiaries		(6,230	)		17,077		(2,531	)		600			8,916
Income tax (benefit) expense		(3,005	)		6,663		(779	)		219			3,098
Equity income of subsidiaries		9,043			—		—			(9,043	)		—

Net income (loss)	$	5,818		$	10,414	$	(1,752	)	$	(8,662	)	$	5,818

NewMarket Corporation and Subsidiaries

Consolidating Balance Sheets

March 31, 2005

(in thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	135		$	10,194		$	15,051		$	—		$	25,380
Restricted cash		967			549			—			—			1,516
Trade and other accounts receivable, net		2,965			84,724			67,358			—			155,047
Receivable - TEL marketing agreements services		—			(1,871	)		4,741			—			2,870
Amounts due from affiliated companies					101,944			33,100			(135,044	)		—
Inventories		—			99,633			68,995			(2,757	)		165,871
Deferred income taxes		1,128			4,610			590			1,081			7,409
Prepaid expenses		710			5,159			784			—			6,653

Total current assets		5,905			304,942			190,619			(136,720	)		364,746

Property, plant and equipment, at cost		—			711,307			64,777			—			776,084
Less accumulated depreciation & amortization		—			552,486			61,003			—			613,489

Net property, plant and equipment		—			158,821			3,774			—			162,595

Investment in consolidated subsidiaries		457,425			—			—			(457,425	)		—
Prepaid pension cost		16,886			—			2,009			—			18,895
Deferred income taxes		14,036			(2,842	)		(5,510	)		—			5,684
Other assets and deferred charges		18,882			34,614			8,105			—			61,601
Intangibles, net of amortization		970			51,600			2,036			—			54,606

Total assets	$	514,104		$	547,135		$	201,033		$	(594,145	)	$	668,127

LIABILITIES AND SHAREHOLDERS’ EQUITY

Accounts payable	$	46		$	47,812		$	23,791		$	—		$	71,649
Accrued expenses		8,962			31,679			5,482			—			46,123
Book overdraft		17			2,717			—			—			2,734
Amounts due to affiliated companies		22,683			38,126			74,235			(135,044	)		—
Long-term debt, current portion		—			610			—			—			610
Income taxes payable		4,813			973			262			—			6,048

Total current liabilities		36,521			121,917			103,770			(135,044	)		127,164

Long-term debt		182,500			3,679			—			—			186,179
Other noncurrent liabilities		59,560			40,041			19,660			—			119,261

Total liabilities		278,581			165,637			123,430			(135,044	)		432,604

Shareholders’ equity:
Common stock and paid-in capital		84,728			264,183			40,347			(304,530	)		84,728
Accumulated other comprehensive loss		(22,995	)		(11,786	)		(8,050	)		19,836			(22,995	)
Retained earnings		173,790			129,101			45,306			(174,407	)		173,790

Total shareholders’ equity		235,523			381,498			77,603			(459,101	)		235,523

Total liabilities and shareholders’ equity	$	514,104		$	547,135		$	201,033		$	(594,145	)	$	668,127

NewMarket Corporation and Subsidiaries

Consolidating Balance Sheets

December 31, 2004

(in thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS

Cash and cash equivalents	$	51		$	8,587		$	20,140		$	—		$	28,778
Restricted cash		1,132			574			—			—			1,706
Trade and other accounts receivable, net		5,402			82,507			70,514			—			158,423
Receivable - TEL marketing agreements services		—			(3,869	)		7,167			—			3,298
Amounts due from affiliated companies		—			82,228			33,819			(116,047	)		—
Inventories		—			97,823			62,305			(2,339	)		157,789
Deferred income taxes		1,129			5,117			704			924			7,874
Prepaid expenses		252			1,263			872			—			2,387

Total current assets		7,966			274,230			195,521			(117,462	)		360,255

Property, plant and equipment, at cost		—			712,074			65,031			—			777,105
Less accumulated depreciation & amortization		—			549,562			61,314			—			610,876

Net property, plant and equipment		—			162,512			3,717			—			166,229

Investment in consolidated subsidiaries		458,555			—			—			(458,555	)		—
Prepaid pension cost		18,113			—			1,988			—			20,101
Deferred income taxes		13,468			(4,079	)		(5,022	)		—			4,367
Other assets and deferred charges		20,587			40,456			7,918			—			68,961
Intangibles, net of amortization		970			53,235			2,077			—			56,282

Total assets	$	519,659		$	526,354		$	206,199		$	(576,017	)	$	676,195

LIABILITIES AND SHAREHOLDERS’ EQUITY

Accounts payable	$	30		$	44,944		$	30,745		$	—		$	75,719
Accrued expenses		5,648			41,069			5,993			—			52,710
Book overdraft		17			4,998			—			—			5,015
Amounts due to affiliated companies		40,831			—			75,216			(116,047	)		—
Long-term debt, current portion		—			601			—			—			601
Income taxes payable		1,708			4,750			(320	)		—			6,138

Total current liabilities		48,234			96,362			111,634			(116,047	)		140,183

Long-term debt		180,000			3,837			—			—			183,837
Other noncurrent liabilities		59,543			40,074			20,676			—			120,293

Total liabilities		287,777			140,273			132,310			(116,047	)		444,313

Shareholders’ equity:
Common stock and paid-in capital		84,724			271,483			40,347			(311,830	)		84,724
Accumulated other comprehensive loss		(21,870	)		(11,686	)		(7,125	)		18,811			(21,870	)
Retained earnings		169,028			126,284			40,667			(166,951	)		169,028

Total shareholders’ equity		231,882			386,081			73,889			(459,970	)		231,882

Total liabilities and shareholders’ equity	$	519,659		$	526,354		$	206,199		$	(576,017	)	$	676,195

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Three Months Ended March 31, 2005

(in thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from (used in) operating activities	$	1,880		$	2,183		$	(2,599	)	$	—		$	1,464

Cash flows from investing activities
Capital expenditures		—			(2,892	)		(301	)		—			(3,193	)
Increase in intercompany loans		(5,350	)		—			—			5,350			—
Cash dividends from subsidiaries		1,050			—			—			(1,050	)		—
Other, net		—			57			—			—			57

Cash used in investing activities		(4,300	)		(2,835	)		(301	)		4,300			(3,136	)

Cash flows from financing activities
Borrowings under revolving credit agreement		2,500			—			—			—			2,500
Change in book overdraft		—			(2,281	)		—			—			(2,281	)
Financing from affiliated companies		—			5,350			—			(5,350	)		—
Cash dividend paid		—			(1,050	)		—			1,050			—
Proceeds from exercise of stock options		4			—			—			—			4
Other, net		—			(149	)		—			—			(149	)

Cash provided from financing activities		2,504			1,870			—			(4,300	)		74

Effect of foreign exchange on cash and cash equivalents		—			389			(2,189	)		—			(1,800	)

Increase (decrease) in cash and cash equivalents		84			1,607			(5,089	)		—			(3,398	)
Cash and cash equivalents at beginning of year		51			8,587			20,140			—			28,778

Cash and cash equivalents at end of period	$	135		$	10,194		$	15,051		$	—		$	25,380

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Three Months Ended March 31, 2004


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from operating activities	$	3,487		$	6,910		$	2,288		$	—		$	12,685

Cash flows from investing activities
Capital expenditures		—			(3,107	)		(188	)		—			(3,295	)
Cash dividends from subsidiaries		5,218			—			—			(5,218	)		—
Other, net		—			11			—			—			11

Cash provided from (used in) investing activities		5,218			(3,096	)		(188	)		(5,218	)		(3,284	)

Cash flows from financing activities
Repayments of debt - previous agreements		(14,602	)		—			—			—			(14,602	)
Change in book overdraft		—			(131	)		—			—			(131	)
Cash dividends paid		—			(5,218	)		—			5,218			—
Proceeds from exercise of stock options		197			—			—			—			197
Other, net		—			(139	)		—			—			(139	)

Cash used in financing activities		(14,405	)		(5,488	)		—			5,218			(14,675	)

Effect of foreign exchange on cash and cash equivalents		—			80			(2,100	)		—			(2,020	)

Decrease in cash and cash equivalents		(5,700	)		(1,594	)		—			—			(7,294	)
Cash and cash equivalents at beginning of year		8,500			9,189			15,678			—			33,367

Cash and cash equivalents at end of period	$	2,800		$	7,595		$	15,678		$	—		$	26,073

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

Forward-Looking Statements

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

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

These factors include, but are not limited to, timing of sales orders, gain or loss of significant customers, competition from other manufacturers, resolution of environmental liabilities, changes in the demand for our products, significant changes in new product introduction, increases in product cost, the impact of fluctuations in foreign exchange rates on reported results of operations, changes in various markets, geopolitical risks in certain of the countries in which we conduct business, and the impact of consolidation of the petroleum additives industry. In addition, we also discuss certain risk factors in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2004 Annual Report and incorporate the same herein by reference.

You should keep in mind that any forward-looking statement made by us in this discussion 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.

Summary

First quarter 2005 net income was $4.8 million, or $.28 per share, compared to net income of $5.8 million, or $.35 per share, for the first quarter last year. The results reflect lower earnings in both the petroleum additives and TEL segments.

Petroleum additives net sales for the first quarter 2005 improved 10% compared to the same period last year. However, the continuing increases in raw material costs have reduced our margins. TEL operating profit was lower in first quarter 2005 compared to the same period last year primarily reflecting lower shipments partially offset by an increase in selling price. Net income for first quarter 2005 benefited from lower corporate and administrative cost, as well as lower interest and financing cost.

Results of Operations

Net Sales

Our consolidated net sales for the first quarter 2005 amounted to $239.1 million, representing an increase of 10% from the 2004 level of $216.8 million. The table below shows our consolidated net sales by segment.

Net Sales by Segment

(in millions)


	Three Months Ended March 31
	2005		2004
Petroleum additives	$	237.1	$	214.6
Tetraethyl lead		2.0		2.2

Consolidated net sales	$	239.1	$	216.8

Petroleum Additives Segment

Petroleum additives net sales in the first quarter 2005 of $237.1 million were up $22.5 million, or approximately 10%, from $214.6 million in the first quarter 2004. Shipments for the first quarter 2005 were down slightly as compared to first quarter 2004. Despite the essentially unchanged shipments between the two first quarter periods, higher sales prices and the mix of product sold resulted in higher net sales.

The components of the petroleum additives increase in net sales of $22.5 million between the two first quarter periods are shown below (in millions):


	Three Months
Period ended March 31, 2004	$	214.6
Change in shipments and product mix		7.8
Changes in selling prices including foreign currency impact		14.7

Period ended March 31, 2005	$	237.1

Tetraethyl Lead Segment

Most of the TEL marketing activity is through marketing agreements with The Associated Octel Company Limited and its affiliates (Octel), under which we do not record the sales transactions. Therefore, the TEL net sales shown in the table above are those made by Ethyl Corporation (Ethyl) in areas not covered by the marketing agreements. The sales made in areas not covered by the Octel marketing agreements are very minor compared to the TEL sales made through the marketing agreements.

Total TEL sales for the three months 2005 were slightly lower than the same period in 2004. These changes were caused substantially by variation in the quarter-to-quarter timing of sales orders.

Segment Operating Profit

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

The table below reports operating profit by segment for first quarter 2005 and 2004. Certain prior periods have been reclassified to conform to the current presentation. The reclassifications consist of an allocation of certain costs in alignment with the June 18, 2004 transition to a holding company structure.

The “Contract manufacturing and other” classification in the table below primarily represents certain manufacturing operations that Ethyl provides to Afton.

Segment Operating Profit

(in millions)


	Three Months Ended March 31
	2005		2004
Petroleum additives	$	9.7	$	13.0

Tetraethyl lead	$	4.3	$	6.3

Contract manufacturing and other	$	0.8	$	—

Petroleum Additives Segment

First Quarter 2005 vs. First Quarter 2004 - Petroleum additives first quarter 2005 operating profit was $9.7 million as compared to $13.0 million for first quarter 2004. The first quarter 2005 decrease was across most product lines.

While net sales were about 10% higher, the rising costs of raw materials, as well as small increases in selling, general, and administrative (SG&A) expenses and research, development, and testing (R&D) expenses, resulted in the reduction in operating profit when comparing first quarter 2005 to first quarter 2004 results. Shipments were slightly lower during the first quarter 2005 than the same 2004 period. The 2005 results do include a favorable foreign currency impact, and while the impact of higher prices also favorably impacted operating profit, the price improvements we have achieved do not cover the increase in raw material costs.

The increase in R&D in the petroleum additives segment between the two first quarter periods was $300 thousand and included a small unfavorable foreign currency impact.

SG&A for this segment increased about $500 thousand, or approximately 3%, from first quarter 2004 levels. The increase was across most product lines and included a small unfavorable foreign currency impact. As a percentage of net sales, SG&A expenses combined with R&D expenses, decreased from 15.5% for the first quarter 2004 to 14.3% for the same period this year. This decrease reflects higher sales, partially offset by the 3% increase in combined SG&A and R&D expenses.

During 2003, we were notified by DSM Copolymer, Inc., our supplier of olefin copolymer viscosity index improvers, of its intent to terminate its supply contract with us in mid-2005. The contract was initially scheduled to terminate in 2012. We have adjusted amortization of the intangible asset associated with this contract to coincide with the 2005 termination date. We have developed other supply alternatives and expect no disruption of supply. These new alternatives may be more expensive than the previous agreement.

TEL Segment

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

The operating profit from our marketing agreements for the first quarter 2005 was $6.5 million, which was $900 thousand lower than the first quarter last year. The first quarter 2005 results reflect improved pricing when compared to the same period in 2004, but volumes were 17% lower for the first quarter 2005 compared to the first quarter 2004. Amortization of the prepayment for services was about $400 thousand lower for the first quarter 2005 than the same period in 2004, reflecting the declining balance method of amortization. This segment is characterized by large swings in profitability due to timing of shipments. The TEL market will continue to decline as customers discontinue use of the product.

Other TEL operations not included in the marketing agreements were $1 million unfavorable compared to first quarter last year. These results primarily reflect higher environmental charges during the first quarter 2005 compared to the 2004 period.

While the market for this product is continuing to decline, this business continues to supply Ethyl with significant cash flows.

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

Interest and Financing Expenses

First quarter 2005 interest and financing expenses were $4.3 million as compared to $5.2 million in 2004. Lower average debt resulted in a decrease in interest and financing expenses of $300 thousand, while higher average interest rates resulted in an increase of $13 thousand. Fees and amortization of financing costs were $600 thousand lower for the 2005 quarter.

Other Income, Net

Other income, net was $200 thousand for both first quarter 2005 and 2004. Both periods were comprised of a number of small items.

Income Taxes

Income taxes were $2.1 million for the first quarter 2005 and $3.1 million for the first quarter 2004. The effective tax rate was 31.0% for the first quarter 2005 and 34.7% for the first quarter 2004. The effective tax rate reflects a larger research and development tax credit in 2005. The decrease in income before income taxes from 2005 to 2004 resulted in a decrease of $700 thousand in income taxes in the first quarter 2005, while the decrease in the tax rate between 2005 and 2004 resulted in the remaining decrease in tax expense of $300 thousand.

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

Cash Flows, Financial Condition, and Liquidity

Cash and cash equivalents at March 31, 2005 were $25.4 million, which was a decrease of $3.4 million since December 31, 2004 and included a $1.8 million negative impact from foreign currency. Cash flows from operating activities for the first quarter 2005 were $1.5 million. We used these cash flows and $2.5 million of additional borrowing to fund capital expenditures of $3.2 million and cover book overdrafts of $2.3 million. Included in the 2005 cash flows from operating activities was a collection of $3.7 million related to the 2004 environmental insurance settlement. Cash flows from operating activities for the 2005 period also included higher working capital requirements, which are discussed more fully below in the “Working Capital” section. 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.

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

Cash

We had restricted cash of $1.5 million at March 31, 2005 and $1.7 million at December 31, 2004. Of these funds at March 31, 2005, $900 thousand was cash received from Metropolitan Life Insurance Company (Metropolitan) in 2003. These funds amounted to $1.1 million at December 31, 2004. The funds from Metropolitan are used to reduce the employee portion of retiree health benefits costs. The remaining $600 thousand of restricted cash represents funds related to the issuance of a European bank guarantee.

Debt

Senior Notes - On April 30, 2003, Ethyl sold senior notes in the aggregate principal amount of $150 million that bear interest at a fixed rate of 8.875% and are due in 2010.

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

The senior notes and the subsidiary guarantees rank:

•

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

•

equal in right of payment with any of our and the guarantors’ existing and future unsecured senior indebtedness; and

•

senior in right of payment to any of our and the guarantors’ existing and future subordinated indebtedness.

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

•

incur additional indebtedness;

•

create liens;

•

pay dividends or repurchase capital stock;

•

make certain investments;

•

sell assets or consolidate or merge with or into other companies; and

•

engage in transactions with affiliates.

We were in compliance with these covenants as of both March 31, 2005 and December 31, 2004.

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

•

minimum consolidated net worth;

•

a minimum fixed charge coverage ratio;

•

a maximum leverage ratio;

•

a maximum senior secured leverage ratio; and

•

restrictions on the payment of dividends or repurchases of capital stock.

We were in compliance with these covenants as of both March 31, 2005 and December 31, 2004.

** *

We had combined current and noncurrent long-term debt of $186.8 million at March 31, 2005, representing an increase of $2.4 million in our total debt since December 31, 2004. The increase resulted from additional borrowing on the revolving credit facility.

As a percentage of total capitalization (total long-term debt and shareholders’ equity), our total debt decreased from 44.3% at the end of 2004 to 44.2% at March 31, 2005. The increased debt level partially offset the increases in shareholders’ equity, which were primarily due to net income. Normally, we repay long-term debt with cash from operations, as well as with proceeds from occasional sales of business units, plant sites, or other assets.

Capital Expenditures

We funded capital expenditures of $3.2 million through March 31, 2005, and we estimate our total capital spending during 2005 will be approximately $20 million. We expect to continue to finance capital spending through cash provided from operations.

Working Capital

We had working capital at March 31, 2005 of $237.6 million resulting in a current ratio of 2.87 to 1. At December 31, 2004, the working capital was $220.1 million and the current ratio was 2.57 to 1.

The increase in working capital and the current ratio primarily reflects increases in inventory and prepaid insurance, as well as decreases in accounts payable, accrued expenses and book overdrafts. The inventory increase is due to normal business variations and providing for plant turnarounds. Accounts payable and accrued expenses are lower due to sales rebate payments made during the first quarter and normal fluctuations. Book overdrafts represent 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.

Offsetting these was a smaller decrease in accounts receivable resulting from the collection of the 2004 environmental insurance settlement.

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 Securities and Exchange Commission, as well as additional information that gives further insight into our financial operations.

This report, as well as the 2004 Annual Report, includes a discussion of our accounting principles, as well as methods and estimates used in the preparation of our financial statements. We believe these discussions and statements fairly represent the financial position and operating results of our company. The purpose of this portion of our discussion is to further emphasize some of the more critical areas where a significant change in facts and circumstances in our operating and financial environment might cause a change in reported financial results.

As discussed in the 2004 Annual Report, we have made certain payments related to our TEL marketing agreements. The unamortized total at March 31, 2005 is $19.2 million. We are amortizing these costs on an accelerated basis using a declining balance method over the life of the contracts. We believe this is the appropriate methodology and time period for this amortization based on the facts and circumstances of our TEL operations and the estimated product life of TEL. The customer base of TEL is significantly concentrated in a few countries and when conditions change that cause a shorter product life or other restrictions outside of our control, the amortization period is adjusted accordingly. Any adjustment to the amortization period would impact earnings, but would have no effect on cash flows. We continue to keep our accounting for this issue current with the business conditions. Recently, Octel advised us that one of the major TEL markets under our marketing agreements has indicated it may exit TEL use earlier than previously expected. Octel also advises us that it is sending a senior team to the country to better understand and discuss the position.

We also have certain identifiable intangibles amounting to $49.7 million at March 31, 2005. These intangibles relate to our petroleum additives business and are being amortized over periods with up to eleven years of remaining life. We continue to assess the market related to these intangibles, as well as their specific values, and conclude the amortization periods and values are appropriate. During 2003, due to a change in a contract, we modified the amortization period of one of the identifiable intangibles from nine remaining years to two remaining years. We also evaluate these intangibles for any potential impairment. These evaluations continue to support the value at which these identifiable intangibles are carried on our financial statements. However, if conditions were to substantially deteriorate 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 2004 Annual Report, as well as in the Notes to Consolidated Financial Statements of the 2004 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 2004 Annual Report, while it is not possible to predict or determine the outcome of any legal proceeding, it is our opinion that we will not experience materially adverse effects on our results of operations or financial condition as a result of any pending or threatened proceeding.

We use significant assumptions to record the impact of the pension and postretirement plans in the financial statements. These assumptions include the discount rate, expected long-term rate of 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 2004 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 2004 Annual Report.

Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123 (Revised 2004) “Share-Based Payment.” The statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” In general, the statement provides guidance in accounting for transactions in which a company obtains employee services in exchange for share-based payments. The statement 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. This standard was to be effective for interim periods beginning after June 15, 2005. In April 2005, the Securities and Exchange Commission delayed the effective date to the first fiscal year beginning after June 15, 2005. This standard applies to all share-based payment transactions initiated or modified after the effective date. We are evaluating this statement, but do not expect it to have a significant impact on our financial results.

Outlook

Petroleum Additives

During the first quarter, we made improvements to recover lost margins due to the escalation of raw material costs that occurred in 2004. However, these improvements were somewhat offset by a new set of raw material cost increases from our suppliers. We are in the process of implementing another price increase to recapture this cost. This continual increase in raw material costs has us constantly trying to “catch up.” Our margins are lower today on a unit basis than they were in the first quarter of 2004 before the rapid increase in cost began. In addition to the impact on the income statement, this business phenomenon of escalating raw material costs followed by a delay in our ability to increase the selling price of our products has an adverse effect on working capital. This reduces our free cash flow. The high price of oil-based products and the fact that many of the commodity chemicals we purchase are in tight supply, continue to pressure margins and profits.

While we continue to expect that the operating profit for petroleum additives will be higher in 2005 than in 2004, the many business factors detailed in our 2004 Annual Report and the above mentioned margin squeeze will be major factors in the ultimate profitability of this segment for the year.

TEL

As has been the case for many years, the factors that will determine the profits we will earn in this segment are relatively constant. Those factors are the continual and inevitable decline in demand, as well as our ability to raise prices to offset the negative impact of that volume decline. We expect that TEL will earn less in 2005 than in 2004.

As noted above, Octel has advised us that one of the major TEL markets under our marketing agreements has indicated they may exit TEL use earlier than previously expected. Octel also advises us that it is sending a senior team to the country to better understand and discuss the position.

Cash Flow

We expect that our debt reduction capacity from our cash flow for 2005 will be around $40 million. With $32.5 million of bank debt on the balance sheet, we expect to build cash for future corporate needs once this amount has been paid.

ITEM 3.Quantitative and Qualitative Disclosures About Market Risk

Except for foreign currency risk discussed below, there have been no significant changes in our market risk from the information provided in the 2004 Annual Report.

During 2004, we entered into $26 million of Euro-denominated forward contracts to minimize currency exposure from expected cash flows from foreign operations. The contracts all have maturity dates in 2005. At March 31, 2005, there were $19 million remaining of these Euro-denominated contracts. With other variables held constant, a hypothetical 10% adverse change in the March 31, 2005 forward Euro rates would have resulted in a decrease of about $2 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, and the general counsel and controller of NewMarket. The committee, as well as regional management, makes representations with regard to the financial statements that, to the best of their knowledge, the report does not contain any misstatement of a material fact or omit a material fact that is necessary to make the statements not misleading with respect to the periods covered by the report.

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

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

There has been no change in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act, during the quarter ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 cases of potential consequence in which we are involved are TEL-related. In one 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 have appealed both decisions, but did not appeal the dismissal of Ethyl as a defendant. On April 4, 2005, the Court of Appeals of Maryland dismissed the appeal on the basis that the trial court’s decision was not a final decision that could be appealed, and the case is once again pending in the trial court. If such claims are further pursued against Ethyl, we believe Ethyl has strong defenses and will vigorously defend any such claims.

ITEM 5.Other Information

None

ITEM 6.Exhibits


Exhibit 10.1		Summary of Compensation for the Chairman of the Board of Directors (incorporated by reference to Item 1.01 of Form 8-K filed April 29, 2005)

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	NEWMARKET CORPORATION
	(Registrant)

Date: May 4, 2005	By:	/s/ D. A. Fiorenza
		David A. Fiorenza
		Vice President and
		Treasurer
		(Principal Financial Officer)

Date: May 4, 2005	By:	/s/ Wayne C. Drinkwater
		Wayne C. Drinkwater
		Controller
		(Principal Accounting Officer)

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

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Good

NewMarket (NEU) 10-Q2005 Q1 Quarterly report

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