10-Q

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 September 30, 2013

OR

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

For the transition period from              to             

Commission File Number 1-32190

NEWMARKET CORPORATION

(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	23219-4350
(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨ No  x

Number of shares of common stock, without par value, outstanding as of September 30, 2013: 13,260,406

NEWMARKET CORPORATION

INDEX

	Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)
Consolidated Statements of Income - Third Quarter and Nine Months Ended September 30, 2013 and September 30, 2012	3
Consolidated Statements of Comprehensive Income - Third Quarter and Nine Months Ended September 30, 2013 and September 30, 2012	4
Consolidated Balance Sheets - September 30, 2013 and December 31, 2012	5
Consolidated Statements of Shareholders’ Equity - Nine Months Ended September 30, 2013 and Year Ended December 31, 2012	6
Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2013 and September 30, 2012	7
Notes to Consolidated Financial Statements	8
Financial Statement Presentation	8
Discontinued Operations	8
Asset Retirement Obligations	9
Segment Information	9
Pension Plans and Other Postretirement Benefits	11
Earnings Per Share	13
Intangibles (Net of Amortization) and Goodwill	13
Long-term Debt	14
Contractual Commitments and Contingencies	15
Derivatives and Hedging Activities	16
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss	19
Fair Value Measurements	20
Consolidating Financial Information	21
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation	30
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	38
ITEM 4. Controls and Procedures	38
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings	39
ITEM 1A. Risk Factors	39
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	40
ITEM 6. Exhibits	40
SIGNATURES	41
EXHIBIT INDEX	42

2

PART I.     FINANCIAL INFORMATION

ITEM 1.     Financial Statements

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per-share amounts)	Third Quarter Ended September 30,					Nine Months Ended September 30,
	2013			2012		2013		2012
Net sales	$	580,455		$	551,187	$	1,723,984	$	1,698,556
Cost of goods sold	416,632			390,918		1,222,326		1,206,932
Gross profit	163,823			160,269		501,658		491,624
Selling, general, and administrative expenses	40,886			37,095		121,748		114,701
Research, development, and testing expenses	35,865			30,208		103,315		86,569
Operating profit	87,072			92,966		276,595		290,354
Interest and financing expenses, net	4,259			1,304		13,614		6,445
Loss on early extinguishment of debt	0			0		0		9,092
Other (expense) income, net	(613		)	81		5,508		(3,740		)
Income from continuing operations before income tax expense	82,200			91,743		268,489		271,077
Income tax expense	25,179			27,920		80,143		86,044
Income from continuing operations	57,021			63,823		188,346		185,033
Discontinued operations:
Gain on sale of discontinued business, net of tax	21,855			0		21,855		0
Income from operations of discontinued business, net of tax	20			892		540		1,497
Net income	$	78,896		$	64,715	$	210,741	$	186,530
Earnings per share - basic and diluted:
Income from continuing operations	$	4.29		$	4.76	$	14.13	$	13.80
Income from discontinued operations	1.65			0.07		1.68		0.11
Net income	$	5.94		$	4.83	$	15.81	$	13.91
Cash dividends declared per common share	$	0.90		$	0.75	$	2.70	$	2.25

See accompanying Notes to Consolidated Financial Statements

3

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands)	Third Quarter Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net income	$	78,896		$	64,715		$	210,741		$	186,530
Other comprehensive income:
Pension plans and other postretirement benefits:
Amortization of prior service (credit) cost included in net periodic benefit cost, net of income tax expense of $1 in third quarter 2013, $13 in third quarter 2012, $4 in nine months 2013, and $34 in nine months 2012	(3		)	10			2			21
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $2,036 in third quarter 2013, $(989) in third quarter 2012, $2,131 in nine months 2013 and $(989) in third quarter 2012	3,225			(1,550		)	3,510			(1,550		)
Amortization of actuarial net loss included in net periodic benefit cost, net of income tax expense of $705 in third quarter 2013, $603 in third quarter 2012, $2,293 in nine months 2013, and $1,723 in nine months 2012	1,237			1,045			3,962			3,069
Settlements and curtailments, net of income tax expense of $126 in nine months 2013	0			0			378			0
Amortization of transition obligation included in net periodic benefit cost, net of income tax expense of $3 in third quarter 2013, $3 in third quarter 2012, $9 in nine months 2013, and $10 in nine months 2012	7			11			26			30
Total pension plans and other postretirement benefits	4,466			(484		)	7,878			1,570
Derivative instruments:
Unrealized loss on derivative instruments, net of income tax benefit of $210 in nine months 2012	0			0			0			(330		)
Reclassification adjustments for losses on derivative instruments included in net income, net of income tax expense of $1,545 in third quarter 2013, $135 in third quarter 2012, $2,622 in nine months 2013, and $433 in nine months 2012	2,481			213			4,173			680
Total derivative instruments	2,481			213			4,173			350
Foreign currency translation adjustments, net of income tax expense (benefit) of $85 in third quarter 2013, $1,837 in third quarter 2012, $(1,673) in nine months 2013, and $230 in nine months 2012	12,666			12,818			(9,744		)	9,439
Marketable securities:
Unrealized gain on marketable securities, net of income tax expense of $310 in third quarter 2012 and $419 in nine months 2012	0			499			0			676
Reclassification adjustments for gain on marketable securities included in net income, net of income tax benefit of $644 in third quarter and nine months 2012	0			(1,040		)	0			(1,040		)
Total marketable securities	0			(541		)	0			(364		)
Other comprehensive income	19,613			12,006			2,307			10,995
Comprehensive income	$	98,509		$	76,721		$	213,048		$	197,525

See accompanying Notes to Consolidated Financial Statements

4

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share amounts)	September 30, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	247,265		$	89,129
Trade and other accounts receivable, less allowance for doubtful accounts ($481 in 2013 and $319 in 2012)	323,669			297,055
Inventories:
Finished goods and work-in-process	255,626			265,017
Raw materials	48,834			48,881
Stores, supplies, and other	8,313			8,776
	312,773			322,674
Deferred income taxes	8,832			8,452
Prepaid expenses and other current assets	33,538			18,185
Total current assets	926,077			735,495
Property, plant, and equipment, at cost	1,006,310			1,070,967
Less accumulated depreciation and amortization	723,971			712,596
Net property, plant, and equipment	282,339			358,371
Prepaid pension cost	17,371			12,710
Deferred income taxes	50,050			55,123
Other assets and deferred charges	44,612			72,007
Intangibles (net of amortization) and goodwill	24,789			30,542
Total assets	$	1,345,238		$	1,264,248
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	126,874		$	119,298
Accrued expenses	79,680			79,061
Dividends payable	10,740			0
Book overdraft	5,275			3,906
Long-term debt, current portion	7,470			4,382
Income taxes payable	33,377			10,024
Total current liabilities	263,416			216,671
Long-term debt	349,452			424,407
Other noncurrent liabilities	193,284			220,965
Total liabilities	806,152			862,043
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 - 13,260,406 at September 30, 2013 and 13,417,877 at December 31, 2012)	0			721
Accumulated other comprehensive loss	(108,382		)	(110,689		)
Retained earnings	647,468			512,173
	539,086			402,205
Total liabilities and shareholders’ equity	$	1,345,238		$	1,264,248

See accompanying Notes to Consolidated Financial Statements

5

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, 2011	13,404,831		$	64		$	(98,732	)	$	648,261		$	549,593
Net income									239,593			239,593
Other comprehensive income (loss)						(11,957		)				(11,957		)
Ordinary cash dividends ($3.00 per share)									(40,234		)	(40,234		)
Special cash dividend ($25.00 per share)									(335,447		)	(335,447		)
Stock-based compensation	13,046		657									657
Balance at December 31, 2012	13,417,877		721			(110,689		)	512,173			402,205
Net income									210,741			210,741
Other comprehensive income (loss)						2,307						2,307
Ordinary cash dividends ($2.70 per share)									(35,904		)	(35,904		)
Repurchases of common stock	(157,800	)	(1,614		)				(39,542		)	(41,156		)
Stock-based compensation	329		893									893
Balance at September 30, 2013	13,260,406		$	0		$	(108,382	)	$	647,468		$	539,086

See accompanying Notes to Consolidated Financial Statements

6

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)	Nine Months Ended September 30,
	2013			2012
Cash and cash equivalents at beginning of year	$	89,129		$	50,370
Cash flows from operating activities:
Net income	210,741			186,530
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	35,926			32,449
Noncash environmental remediation and dismantling	1,385			(213		)
Noncash pension benefits expense	13,903			11,439
Noncash postretirement benefits expense	2,485			2,707
Noncash foreign exchange loss	4,630			1,722
Deferred income tax benefit	(979		)	(1,653		)
Gain on sale of discontinued business	(35,770		)	0
Loss on early extinguishment of debt	0			9,932
Restricted stock award	715			183
Gain on sale of equity securities	0			(1,685		)
Unrealized (gain) loss on derivative instruments, net	(10,044		)	855
Working capital changes	(988		)	(41,566		)
Realized loss on derivative instruments, net	4,927			4,796
Cash pension benefits contributions	(24,065		)	(22,541		)
Cash postretirement benefits contributions	(1,382		)	(1,549		)
Cash payment for 7.125% senior notes redemption premium	0			(5,345		)
Proceeds from legal settlements	5,100			5,050
Change in book overdraft	1,369			4,953
Other, net	446			(735		)
Cash provided from (used in) operating activities	208,399			185,329
Cash flows from investing activities:
Capital expenditures	(47,163		)	(25,444		)
Proceeds from sale of discontinued business	140,011			0
Deposits for interest rate swap	(11,018		)	(19,567		)
Return of deposits for interest rate swap	21,880			17,800
Payments on settlement of interest rate swap	(5,148		)	(5,148		)
Receipts from settlement of interest rate swap	221			352
Proceeds from sale of equity securities	0			6,303
Cash provided from (used in) investing activities	98,783			(25,704		)
Cash flows from financing activities:
Net (repayments) borrowings under revolving credit facility	(75,000		)	116,000
Repayment of 7.125% senior notes	0			(150,000		)
Repayment of Foundry Park I mortgage loan	0			(63,544		)
Net borrowings (repayments) under lines of credit	3,088			(1,781		)
Dividends paid	(35,914		)	(30,171		)
Debt issuance costs	(1,145		)	(2,369		)
Repurchases of common stock	(41,156		)	0
Cash provided from (used in) financing activities	(150,127		)	(131,865		)
Effect of foreign exchange on cash and cash equivalents	1,081			1,577
Increase in cash and cash equivalents	158,136			29,337
Cash and cash equivalents at end of period	$	247,265		$	79,707

See accompanying Notes to Consolidated Financial Statements

7

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO 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 of, in all material respects, our consolidated financial position as of September 30, 2013 and December 31, 2012, the change in our shareholders’ equity for the nine months ended September 30, 2013 and the year ended December 31, 2012, our consolidated results of operations and comprehensive income for the third quarter and nine months ended September 30, 2013 and September 30, 2012, and our cash flows for the nine months ended September 30, 2013 and September 30, 2012. 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, 2012 (2012 Annual Report), as filed with the Securities and Exchange Commission (SEC). The results of operation for the nine month period ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013. The December 31, 2012 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.

At both September 30, 2013 and December 31, 2012, we had a book overdraft for some of our disbursement cash accounts. A book overdraft represents disbursements that have not cleared the bank accounts at the end of the reporting period. There are no agreements with the same banks to offset the presented balance. We transfer cash on an as-needed basis to fund these items as they clear the bank in subsequent periods.

Prior periods in the Consolidated Statements of Income have been reclassified to reflect the discontinued operations of the real estate development segment resulting from the July 2, 2013 sale of real property by Foundry Park I, LLC (Foundry Park I). Refer to Note 2 for further information. Certain other reclassifications have been made to the accompanying consolidated financial statements to conform to the current presentation.

Cash dividends for the nine months ended September 30, 2013 and September 30, 2012 were declared and paid as shown in the table below.

Year	Date Declared	Date Paid	Per Share Amount
2013	February 28, 2013	April 1, 2013	$	0.90
	April 25, 2013	July 1, 2013	0.90
	July 18, 2013	October 1, 2013	0.90
2012	February 23, 2012	April 2, 2012	0.75
	April 26, 2012	July 2, 2012	0.75
	July 17, 2012	October 1, 2012	0.75

2.    Discontinued Operations

On July 2, 2013, Foundry Park I completed the sale of its real estate assets for $143.6 million in cash, which comprised our entire real estate development segment. The operations of the real estate development segment for all periods presented are reported in Income from operations of discontinued business, net of tax, in the Consolidated Statements of Income. We recognized a gain of $35.8 million ($21.9 million after tax) in the third quarter of 2013 related to this transaction.

8

The components of income from operations of discontinued business, net of tax were as follows:

(in thousands)	Third Quarter Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Rental revenue	$	31	$	2,857	$	5,747	$	8,573
Cost of rental	0		1,067		2,136		3,203
Selling, general, and administrative expenses	0		1		1		2
Interest and financing expenses, net	0		328		2,727		2,053
Loss on early extinguishment of debt (Note 4)	0		0		0		840
Income before income taxes	31		1,461		883		2,475
Income tax expense	11		569		343		978
Income from operations of discontinued business, net of tax	$	20	$	892	$	540	$	1,497

Interest and financing expenses, net include only amounts directly related to the Foundry Park I mortgage loan agreement (mortgage loan). Other interest and financing expenses have not been allocated to discontinued operations. The Consolidated Statements of Cash Flows summarize the activity of discontinued operations and continuing operations together.

3.    Asset Retirement Obligations

Our asset retirement obligations are related primarily to past tetraethyl lead (TEL) operations. The following table illustrates the activity associated with our asset retirement obligations for the nine months ended September 30, 2013 and September 30, 2012.

(in thousands)	2013			2012
Asset retirement obligations, January 1	$	2,800		$	3,297
Accretion expense	85			120
Liabilities settled	(475		)	(489		)
Changes in expected cash flows and timing	272			296
Asset retirement obligations, September 30	$	2,682		$	3,224

4.    Segment Information

The tables below show our consolidated segment results. The “All other” category includes the operations of the tetraethyl lead business, as well as certain contract manufacturing performed by Ethyl Corporation (Ethyl).

Consolidated Revenue by Segment

	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands)	2013		2012		2013		2012
Petroleum additives
Lubricant additives	$	461,936	$	433,074	$	1,389,720	$	1,347,824
Fuel additives	115,660		114,587		327,615		341,770
Total	577,596		547,661		1,717,335		1,689,594
All other	2,859		3,526		6,649		8,962
Consolidated revenue	$	580,455	$	551,187	$	1,723,984	$	1,698,556

9

Segment Operating Profit

	Third Quarter Ended September 30,						Nine Months Ended September 30,
(in thousands)	2013			2012			2013			2012
Petroleum additives	$	95,491		$	96,350		$	295,309		$	300,436
All other	(1,614		)	1,768			(1,832		)	5,067
Segment operating profit	93,877			98,118			293,477			305,503
Corporate, general, and administrative expenses	(6,850		)	(5,000		)	(17,255		)	(16,003		)
Interest and financing expenses, net	(4,259		)	(1,304		)	(13,614		)	(6,445		)
Gain (loss) on interest rate swap agreement (a)	(659		)	(1,659		)	5,116			(5,650		)
Loss on early extinguishment of debt (b)	0			0			0			(9,092		)
Other income, net	91			1,588			765			2,764
Income from continuing operations before income tax expense	$	82,200		$	91,743		$	268,489		$	271,077

(a) The gain (loss) on interest rate swap agreement represents the change, since the beginning of the reporting period, in the fair value of an interest rate swap which we entered into on June 25, 2009. We are not using hedge accounting to record the interest rate swap, and accordingly, any change in the fair value is immediately recognized in earnings.

(b) In March 2012, we entered into a $650 millionfive-year unsecured revolving credit facility which replaced our previous $300 million unsecured revolving credit facility. During 2012, we used a portion of the $650 million revolving credit facility to fund the early redemption of all of our then outstanding 7.125% senior notes (7.125% senior notes), as well as to repay the outstanding principal amount on the mortgage loan. As a result, we recognized a loss on early extinguishment of debt of $9.9 million during the nine months ended September 30, 2012. The loss represents accelerated amortization of financing fees associated with the prior revolving credit facility, the 7.125% senior notes, and the mortgage loan, as well as costs associated with redeeming the 7.125% senior notes prior to maturity. Of the loss on early extinguishment of debt, $0.8 million for the nine months ended September 30, 2012 is included as a component of income from operations of discontinued business, net of tax.

Segment Depreciation and Amortization

	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands)	2013		2012		2013		2012
Petroleum additives	$	9,347	$	8,993	$	29,219	$	27,097
All other and corporate (a)	695		1,836		6,707		5,352
Total depreciation and amortization	$	10,042	$	10,829	$	35,926	$	32,449

(a) This amount includes depreciation and amortization expense of Foundry Park I, which was $1.3 million for the third quarter ended September 30, 2012, $4.7 million for the nine months ended September 30, 2013, and $3.4 million for the nine months ended September 30, 2012. These amounts are included in Income from operations of discontinued business, net of tax in the Consolidated Statements of Income.

10

5.    Pension Plans and Other Postretirement Benefits

The table below shows cash contributions made during the nine months ended September 30, 2013, as well as the remaining cash contributions we expect to make during the year endingDecember 31, 2013 for both our domestic and foreign pension plans and postretirement benefit plans.

(in thousands)	Actual Cash Contributions for Nine Months Ended September 30, 2013		Expected Remaining Cash Contributions for Year Ending December 31, 2013
Domestic plans
Pension benefits	$	18,077	$	4,692
Postretirement benefits	1,217		406
Foreign plans
Pension benefits	5,988		1,650
Postretirement benefits	165		54

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

	Domestic
	Pension Benefits						Postretirement Benefits
	Third Quarter Ended September 30,
(in thousands)	2013			2012			2013			2012
Service cost	$	2,967		$	2,286		$	600		$	370
Interest cost	2,396			2,446			513			710
Expected return on plan assets	(3,655		)	(3,346		)	(362		)	(373		)
Amortization of prior service cost	3			53			2			2
Amortization of actuarial net loss (gain)	1,711			1,414			(138		)	(50		)
Net periodic benefit cost	$	3,422		$	2,853		$	615		$	659

	Domestic
	Pension Benefits						Postretirement Benefits
	Nine Months Ended September 30,
(in thousands)	2013			2012			2013			2012
Service cost	$	8,294		$	6,600		$	1,598		$	1,414
Interest cost	7,163			7,187			1,876			2,289
Expected return on plan assets	(10,889		)	(9,948		)	(1,090		)	(1,119		)
Amortization of prior service cost	11			158			7			7
Amortization of actuarial net loss (gain)	5,313			3,998			(138		)	(50		)
Net periodic benefit cost	$	9,892		$	7,995		$	2,253		$	2,541

11

	Foreign
	Pension Benefits						Postretirement Benefits
	Third Quarter Ended September 30,
(in thousands)	2013			2012			2013		2012
Service cost	$	1,271		$	1,157		$	5	$	7
Interest cost	1,330			1,310			25		28
Expected return on plan assets	(1,712		)	(1,491		)	0		0
Amortization of prior service credit	(7		)	(31		)	0		0
Amortization of transition obligation	0			0			9		13
Amortization of actuarial net loss	359			272			7		7
Settlements and curtailments	0			(251		)	0		0
Net periodic benefit cost	$	1,241		$	966		$	46	$	55

	Foreign
	Pension Benefits						Postretirement Benefits
	Nine Months Ended September 30,
(in thousands)	2013			2012			2013		2012
Service cost	$	3,946		$	3,509		$	21	$	21
Interest cost	4,011			3,992			78		83
Expected return on plan assets	(5,127		)	(4,523		)	0		0
Amortization of prior service credit	(11		)	(108		)	0		0
Amortization of transition obligation	0			0			35		39
Amortization of actuarial net loss	1,059			825			27		23
Settlements and curtailments	133			(251		)	71		0
Net periodic benefit cost	$	4,011		$	3,444		$	232	$	166

The curtailment loss for the nine months ended September 30, 2013 in the table above reflects the workforce reduction at our Ethyl Canada facility as a result of the decision to discontinue the production of a fuel additive at this facility. The settlement gain for the third quarter and nine months ended September 30, 2012 in the tables above reflects the completion of a partial wind-up of our Canadian salaried pension plan.

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6.    Earnings Per Share

Options and stock-based compensation awards are not included in the computation of diluted earnings per share if the impact on earnings per share would be anti-dilutive. We had 11,585 shares of nonvested restricted stock that were excluded from the calculation of diluted earnings per share for the third quarter and nine months ended September 30, 2013 and 11,940 shares of nonvested restricted stock that were excluded from the calculation of diluted earnings per share for the third quarter and nine months ended September 30, 2012 as their effects were anti-dilutive.

The nonvested restricted stock is considered a participating security since the stock contains nonforfeitable rights to dividends. As such, we use the two-class method to compute basic and diluted earnings per share. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share from continuing operations.

	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands, except per-share amounts)	2013		2012		2013		2012
Earnings per share from continuing operations numerator:
Income from continuing operations attributable to common shareholders before allocation of earnings to participating securities	$	57,021	$	63,823	$	188,346	$	185,033
Income from continuing operations allocated to participating securities	70		0		175		0
Income from continuing operations attributable to common shareholders after allocation of earnings to participating securities	$	56,951	$	63,823	$	188,171	$	185,033
Earnings per share from continuing operations denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted	13,279		13,406		13,319		13,405
Earnings per share from continuing operations - basic and diluted	$	4.29	$	4.76	$	14.13	$	13.80

7.    Intangibles (Net of Amortization) and Goodwill

	Identifiable Intangibles
	September 30, 2013				December 31, 2012
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Formulas and technology	$	91,648	$	78,789	$	91,662	$	74,762
Contracts	9,593		7,771		9,593		6,734
Customer bases	7,003		2,782		7,021		2,400
Trademarks and trade names	1,579		570		1,586		426
Goodwill	4,878				5,002
	$	114,701	$	89,912	$	114,864	$	84,322

All of the intangibles relate to the petroleum additives segment. The change in the gross carrying amount between 2012 and 2013 is due to foreign currency fluctuations. There is no accumulated goodwill impairment.

13

Amortization expense was (in millions):

Third quarter ended September 30, 2013	$	1.9
Nine months ended September 30, 2013	5.6
Third quarter ended September 30, 2012	1.9
Nine months ended September 30, 2012	5.6

Estimated amortization expense for the remainder of 2013, as well as annual amortization expense related to our intangible assets for the next five years is expected to be (in millions):

2013	$	1.5
2014	6.2
2015	5.8
2016	1.9
2017	0.7
2018	0.7

Generally, we amortize the cost of the customer base intangibles by an accelerated method and the cost of the remaining intangible assets by the straight-line method over their estimated economic lives. We generally amortize contracts over 1.5 to 10 years; customer bases over 20 years; and formulas and technology over 5 to 20 years. Trademarks and trade names are amortized over 10 years.

8.    Long-term Debt

(in thousands)	September 30, 2013			December 31, 2012
Senior notes - 4.10% due 2022	$	349,452		$	349,407
Revolving credit facility	0			75,000
Lines of credit	7,470			4,382
	356,922			428,789
Current maturities of long-term debt	(7,470		)	(4,382		)
	$	349,452		$	424,407

At September 30, 2013, we had outstanding senior notes in the aggregate principal amount of $350 million that bear interest at a fixed rate of 4.10% and are due in 2022 (4.10% senior notes). During March 2013, we registered these 4.10% senior notes under the Securities Act of 1933. All previously unregistered 4.10% senior notes that were outstanding at December 31, 2012 have been exchanged for an equal aggregate principal amount of registered 4.10% senior notes.

The following table provides information related to the unused portion of our revolving credit facility in effect at September 30, 2013 and December 31, 2012:

(in millions)	September 30, 2013		December 31, 2012
Maximum borrowing capacity under the revolving credit facility	$	650.0	$	650.0
Outstanding borrowings under the revolving credit facility	0.0		75.0
Outstanding letters of credit	3.1		3.1
Unused portion of revolving credit facility	$	646.9	$	571.9

For further information on the outstanding letters of credit, see Note 9. The average interest rate for borrowings under our revolving credit facility was 2.16% during the first nine months of 2013 and 1.84% during 2012.

We were in compliance with all covenants under our debt agreements at September 30, 2013 and at December 31, 2012.

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9.    Contractual Commitments and Contingencies

Information on certain contractual commitments and contingencies follows.

Litigation

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. Some of these legal proceedings relate to environmental matters and involve governmental authorities. 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 operation, financial condition, or cash flows.

As we previously disclosed, the United States Department of Justice has advised us that it is conducting a review of certain of our foreign business activities in relation to compliance with relevant U.S. economic sanctions programs and anti-corruption laws, as well as certain historical conduct in the domestic U.S. market, and has requested certain information in connection with such review. We are cooperating with the investigation. In connection with such cooperation, we have voluntarily agreed to provide certain information and are conducting an internal review for that purpose.

Environmental

In 2000, the Environmental Protection Agency (EPA) named us as a potentially responsible party (PRP) under Superfund law for the clean-up of soil and groundwater contamination at the five grouped disposal sites known as "Sauget Area 2 Sites" in Sauget, Illinois. Without admitting any fact, responsibility, fault, or liability in connection with this site, we are participating with other PRPs in site investigations and feasibility studies. The Sauget Area 2 Sites PRPs received notice of approval from the EPA of the Remedial Investigation report on February 27, 2009, notice of approval of the October 2009 Human Health Risk Assessment on December 17, 2009, and approval of the Feasibility Study (FS) report on April 3, 2013. We have accrued our estimated proportional share of the expenses for the FS, as well as our best estimate of our proportional share of the remediation liability proposed in our ongoing discussions and submissions with the agencies involved. We do not believe there is any additional information available as a basis for revision of the liability that we have established at September 30, 2013. The amount accrued for this site is not material.

The accruals for environmental remediation, dismantling, and decontamination at our most significant environmental remediation sites are shown below. At the former TEL plant site shown in the table below, we have completed significant environmental remediation, although we will be monitoring and treating the site for an extended period. The accruals below have been discounted to present value, and include an inflation factor in the estimate. The remaining environmental liabilities not shown separately below are not discounted.

	September 30, 2013						December 31, 2012
(in millions)	Former TEL Plant Site, Louisiana		Houston, Texas Plant Site		Superfund Site, Louisiana		Former TEL Plant Site, Louisiana		Houston, Texas Plant Site		Superfund Site, Louisiana
Accrual, discounted	$	5.5	$	6.5	$	3.4	$	5.6	$	6.1	$	3.2
Accrual, undiscounted	6.8		10.0		4.5		6.9		9.3		4.4
Approximate range of discount rates for accrual	3% - 4%		3% - 9%		2% - 4%		3% - 4%		3% - 9%		2% - 4%
Expected future payments:
2013	$	0.3	$	0.5	$	0.0
2014	0.8		0.3		0.2
2015	0.8		0.2		0.2
2016	0.6		0.2		0.3
2017	0.5		0.2		0.3
Thereafter	3.8		8.6		3.5

Of the total accrual at the Houston, Texas plant site, $6.2 millionat September 30, 2013 and $5.8 million at December 31, 2012 relates to remediation. Of the total remediation, $6.1 million at September 30, 2013 and $5.6 million at December 31, 2012 relates to remediation of groundwater and soil.

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We accrue for environmental remediation and monitoring activities for which costs can be reasonably estimated and are probable. These estimates are based on an assessment of the site, available clean-up methods, and prior experience in handling remediation. 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 financial position, results of operation, and cash flows.

Our total accruals for environmental remediation were approximately $20.0 million at September 30, 2013 and $19.7 million at December 31, 2012. In addition to the accruals for environmental remediation, we also have accruals for dismantling and decommissioning costs of $400 thousand at September 30, 2013 and $500 thousand at December 31, 2012.

Letters of Credit and Guarantees

We have agreements with several financial institutions that provide guarantees for certain business activities of our subsidiaries, including performance, insurance, credit, lease, and customs and excise guarantees. The parent company provides guarantees of the subsidiaries' performance under these agreements and also provides a guarantee for repayment of a line of credit for a subsidiary in China. Guarantees outstanding under all of these agreements at September 30, 2013 were $17 million. At September 30, 2013, $3.1 million of these guarantees were secured by letters of credit, all of which were issued under the $100 million letter of credit sub-facility of our revolving credit facility. See Note 8 for further information. The letters of credit relate to insurance and performance guarantees. The maximum potential amount of future payments under all other guarantees not secured by letters of credit at September 30, 2013 was $21 million. We have no liability accrued for these guarantees; however, there is $7.5 million drawn on the line of credit in China, which is recorded in Long-term debt, current portion on the Consolidated Balance Sheets. See Note 8 for further information. We accrue for potential liabilities when a future payment is probable and the range of loss can be reasonably estimated.

Expiration dates of the letters of credit and certain guarantees range from 2013 to 2021. Some of the guarantees have no expiration date. We renew letters of credit as necessary.

10.    Derivatives and Hedging Activities

We are exposed to certain risks arising from both our business operations and economic conditions. We primarily manage our exposures to a wide variety of business and operational risks through management of our core business activities.

We manage certain economic risks, including interest rate, liquidity, and credit risks, primarily by managing the amount, sources, and duration of our debt funding, as well as through the use of derivative financial instruments. Specifically, we have entered into interest rate swaps to manage our exposure to interest rate movements.

Our foreign operations expose us to fluctuations of foreign exchange rates. These fluctuations may impact the value of our cash receipts and payments as compared to our reporting currency, the U.S. Dollar. To manage this exposure, we sometimes enter into foreign currency forward contracts to minimize currency exposure due to cash flows from foreign operations. There were no such contracts outstanding at September 30, 2013 or December 31, 2012.

Cash Flow Hedge of Interest Rate Risk

In January 2010, we entered into an interest rate swap to manage our exposure to interest rate movements on the mortgage loan and to reduce variability in interest expense. This mortgage loan interest rate swap terminated with the payoff of the mortgage loan on May 1, 2012. Further information on the mortgage loan is in Note 12 of our 2012 Annual Report. We also had an interest rate swap to manage our exposure to interest rate movements on the Foundry Park I construction loan and to add stability to capitalized interest expense. The Foundry Park I construction loan interest rate swap matured on January 1, 2010. Both interest rate swaps were designated and qualified as cash flow hedges. As such, the effective portion of changes in the fair value of the swaps was recorded in accumulated other comprehensive loss and was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings. Any ineffective portion of changes in the fair value of the swap was recognized immediately in earnings. Due to the sale of the real estate assets of Foundry Park I in July 2013, the amounts recorded in accumulated other comprehensive loss for both interest rate swaps were completely recognized in the Consolidated Statements of Income during the nine months of 2013.

The accumulated unrealized loss, net of tax, related to the fair value of the mortgage loan interest rate swap was recorded in accumulated other comprehensive loss in shareholders’ equity on the Consolidated Balance Sheets and amounted to $0 at September 30, 2013 and $1.7 million at December 31, 2012. Also recorded as a component of accumulated other comprehensive loss in shareholders’ equity on the Consolidated Balance Sheets, net of tax, was the accumulated loss related to the construction loan interest rate swap which amounted to $0 at September 30, 2013 and $2.5 million at December 31, 2012.

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Non-designated Hedges

On June 25, 2009, we entered into an interest rate swap with Goldman Sachs in the notional amount of $97 million and with a maturity date of January 19, 2022 (Goldman Sachs interest rate swap). NewMarket entered into the Goldman Sachs interest rate swap in connection with the termination of a loan application and related rate lock agreement between Foundry Park I and Principal Commercial Funding II, LLC (Principal). When the rate lock agreement was originally executed in 2007, Principal simultaneously entered into an interest rate swap with a third party to hedge Principal’s exposure to fluctuation in the ten-year United States Treasury Bond rate. Upon the termination of the rate lock agreement on June 25, 2009, Goldman Sachs both assumed Principal’s position with the third party and entered into an offsetting interest rate swap with NewMarket. Under the terms of this interest rate swap, NewMarket is making fixed rate payments at 5.3075% and Goldman Sachs makes variable rate payments based on three-month LIBOR. We have collateralized this exposure through cash deposits posted with Goldman Sachs amounting to $26.8 million at September 30, 2013 and $37.7 million at December 31, 2012.

We have made an accounting policy election to not offset derivative fair value amounts with the fair value amounts for the right to reclaim cash collateral under our master netting arrangement. We do not use hedge accounting for the Goldman Sachs interest rate swap, and therefore, immediately recognize any change in the fair value of this derivative financial instrument directly in earnings.

*****

The table below presents the fair value of our derivative financial instruments, as well as their classification on the Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012.

Asset Derivatives

Liability Derivatives

September 30, 2013

December 31, 2012

September 30, 2013

December 31, 2012

(in thousands)

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives Not Designated as Hedging Instruments

Goldman Sachs interest rate swap

$

0

$

0

Accrued expenses and Other noncurrent liabilities

$

22,717

Accrued expenses and Other noncurrent liabilities

$

32,761

The total fair value reflected in the table above includes amounts recorded in accrued expenses of approximately$1.0 million at September 30, 2013 and $2.3 million at December 31, 2012 for the Goldman Sachs interest rate swap.

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The tables below present the effect of our derivative financial instruments on the Consolidated Statements of Income.

Effect of Derivative Instruments on the Consolidated Statements of Income

Designated Cash Flow Hedges

(in thousands)

Derivatives in Cash Flow Hedging Relationship	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)					Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Third Quarter Ended September 30,						Third Quarter Ended September 30,							Third Quarter Ended September 30,
	2013		2012				2013			2012				2013		2012
Mortgage loan interest rate swap	$	0	$	0		Discontinued operations	$	0		$	(327	)		$	0	$	0
Construction loan interest rate swap	$	0	$	0		Discontinued operations	$	(4,026	)	$	(21	)		$	0	$	0
	Nine Months Ended September 30,						Nine Months Ended September 30,							Nine Months Ended September 30,
	2013		2012				2013			2012				2013		2012
Mortgage loan interest rate swap	$	0	$	(540	)	Discontinued operations	$	(2,727	)	$	(1,049	)		$	0	$	0
Construction loan interest rate swap	$	0	$	0		Discontinued operations	$	(4,068	)	$	(64	)		$	0	$	0

Of the amounts in discontinued operations reflected in the table above, $4.0 million from the construction loan was recorded as a component of the gain on sale of discontinued business. The remaining amounts are recorded as a component of income from operations of discontinued business.

Effect of Derivative Instruments on the Consolidated Statements of Income

Non-Designated Derivatives

(in thousands)

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in  Income on Derivatives	Amount of Gain (Loss) Recognized in  Income on Derivatives
		Third Quarter Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013		2012
Goldman Sachs interest rate swap	Other (expense) income, net	$	(659	)	$	(1,659	)	$	5,116	$	(5,650	)

Credit-risk Related Contingent Features

The agreement we have with our current derivative counterparty contains a provision where we could be declared in default on our derivative obligation if repayment of indebtedness is accelerated by our lender(s) due to our default on the indebtedness.

As of September 30, 2013, the fair value of the derivative in a net liability position related to this agreement, which includes accrued interest but excludes any adjustment for nonperformance risk, was $22.5 million. We have minimum collateral posting thresholds with the counterparty and have posted cash collateral of $26.8 million as of September 30, 2013. If required, we could have settled our obligations under the agreement at the termination value of $22.5 million at September 30, 2013.

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11.    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			Derivative Instruments			Foreign Currency Translation Adjustments			Marketable Securities			Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2011	$	(76,416	)	$	(4,736	)	$	(17,944	)	$	364		$	(98,732	)
Other comprehensive income (loss) before reclassifications	(24,291		)	(330		)	7,567			676			(16,378		)
Amounts reclassified from accumulated other comprehensive loss	4,568			893			0			(1,040		)	4,421
Other comprehensive income (loss)	(19,723		)	563			7,567			(364		)	(11,957		)
Balance at December 31, 2012	(96,139		)	(4,173		)	(10,377		)	0			(110,689		)
Other comprehensive income (loss) before reclassifications	3,510			0			(9,744		)	0			(6,234		)
Amounts reclassified from accumulated other comprehensive loss	4,368			4,173			0			0			8,541
Other comprehensive income (loss)	7,878			4,173			(9,744		)	0			2,307
Balance at September 30, 2013	$	(88,261	)	$	0		$	(20,121	)	$	0		$	(108,382	)

The following table illustrates the amounts, net of tax, reclassified out of each component of accumulated other comprehensive loss and their location within the respective line items on the Consolidated Statements of Income.

(in thousands)	Amount Reclassified from Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss Component	Third Quarter Ended September 30,						Nine Months Ended September 30,					Affected Line Item on the Consolidated Statements of Income
	2013			2012			2013		2012
Pension plans and other postretirement benefits:
Amortization of prior service (credit) cost	$	(3	)	$	10		$	2	$	21		(a)
Amortization of actuarial net loss	1,237			1,045			3,962		3,069			(a)
Settlements and curtailments	0			0			378		0			(a)
Amortization of transition obligation	7			11			26		30			(a)
Total pension plans and other postretirement benefits	1,241			1,066			4,368		3,120
Derivative instruments:
Amortization of mortgage loan interest rate swap	0			200			1,666		641			Income from operations of discontinued business, net of tax
Amortization of construction loan interest rate swap	2,481			13			2,507		39			Discontinued operations
Total derivative instruments	2,481			213			4,173		680
Marketable securities	0			(1,040		)	0		(1,040		)	Other (expense) income, net
Total reclassifications for the period	$	3,722		$	239		$	8,541	$	2,760

(a) These components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 5 in this Form 10-Q and Note 19 in our 2012 Annual Report for further information.

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For the third quarter of 2013 and nine months of 2013, $2.5 million of the amount reported in the table above for the amortization of construction loan interest rate swap is a component of gain on sale of discontinued business, net of tax. The remaining amounts are components of income from operations of discontinued business, net of tax.

12.    Fair Value Measurements

The following table provides information on assets and liabilities measured at fair value on a recurring basis. No material events occurred during the nine months ended September 30, 2013 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

	Carrying Amount in Consolidated Balance Sheets				Fair Value Measurements Using
			Fair Value		Level 1		Level 2		Level 3
(in thousands)	September 30, 2013
Cash and cash equivalents	$	247,265	$	247,265	$	247,265	$	0	$	0
Cash deposit for collateralized interest rate swap	26,833		26,833		26,833		0		0
Interest rate swap liability	22,717		22,717		0		22,717		0
	December 31, 2012
Cash and cash equivalents	$	89,129	$	89,129	$	89,129	$	0	$	0
Cash deposit for collateralized interest rate swap	37,694		37,694		37,694		0		0
Interest rate swap liability	32,761		32,761		0		32,761		0

We determine the fair value of the derivative instruments shown in the table above by using widely-accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. The analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs.

The fair value of the interest rate swap is determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates derived from observable market interest rate curves. In determining the fair value measurements, we incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the counterparties’ nonperformance risk.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustment associated with the derivatives utilizes Level 3 inputs. These Level 3 inputs include estimates of current credit spreads to evaluate the likelihood of default by both us and the counterparties to the derivatives. As of September 30, 2013 and December 31, 2012, we have assessed the significance of the impact of the credit valuation adjustment on the overall valuation of our derivatives and have determined that the credit valuation adjustment is not significant to the overall valuation of the derivatives. Accordingly, we have determined that our derivative valuations should be classified in Level 2 of the fair value hierarchy.

We have made an accounting policy election to measure credit risk of any derivative financial instruments subject to master netting agreements on a net basis by counterparty portfolio.

Long-term debt – We record the value of our long-term debt at historical cost. 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 is determined by the market standard practice of modeling the contractual cash flows required under the debt instrument and discounting the cash flows back to present value at the appropriate credit-risk adjusted market interest rates. For floating rate debt obligations, we use forward rates, derived from observable market yield curves, to project the expected cash flows we will be required to make under the debt instrument. We then discount those cash flows back to present value at the appropriate credit-risk adjusted market interest rates. The fair value is categorized as Level 2.

	September 30, 2013				December 31, 2012
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current maturities	$	356,922	$	356,021	$	428,789	$	436,777

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13.    Consolidating Financial Information

The 4.10% senior notes are guaranteed on a senior unsecured basis by certain of our domestic subsidiaries that guarantee our obligations under the revolving credit facility and any of our other indebtedness (Guarantor Subsidiaries). The subsidiary guarantees are joint and several obligations of the Guarantor Subsidiaries. The indenture governing the 4.10% senior notes includes a provision which allows for a Guarantor Subsidiary to be released of its obligations under the subsidiary guarantee under certain conditions. Those conditions include the sale or other disposition of all or substantially all of the Guarantor Subsidiary's assets in compliance with the indenture and the release or discharge of a Guarantor Subsidiary from its obligations as a guarantor under our revolving credit facility and all of our other indebtedness. During the third quarter of 2013, certain subsidiaries that had been Guarantor Subsidiaries were released from their obligations under the revolving credit facility, and therefore were released as a Subsidiary Guarantor under the 4.10% senior notes. The Guarantor Subsidiaries and the subsidiaries that do not guarantee the 4.10% senior notes (the Non-Guarantor Subsidiaries) are 100% owned by NewMarket Corporation (the Parent Company). The current Guarantor Subsidiaries consist of the following:

Ethyl Corporation	Afton Chemical Corporation
NewMarket Services Corporation	Afton Chemical Additives Corporation

We conduct all of our business through and derive essentially all of our income from our subsidiaries. Therefore, our ability to make payments on the 4.10% senior notes or other obligations is dependent on the earnings and the distribution of funds from our subsidiaries.

The following sets forth the Consolidating Statements of Income and Comprehensive Income for the third quarter and nine months ended September 30, 2013 and September 30, 2012; Consolidating Balance Sheets as of September 30, 2013 and December 31, 2012; and Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2013 and September 30, 2012 for the Parent Company, the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. The financial information is based on our understanding of the SEC's interpretation and application of Rule 3-10 of the SEC Regulation S-X. Prior periods have been revised to reflect the change in Guarantor Subsidiaries and Non-Guarantor subsidiaries.

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

21

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Third Quarter Ended September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	226,276		$	354,179	$	0		$	580,455
Cost of goods sold	0			118,699			297,933		0			416,632
Gross profit	0			107,577			56,246		0			163,823
Selling, general, and administrative expenses	1,901			24,914			14,071		0			40,886
Research, development, and testing expenses	0			25,450			10,415		0			35,865
Operating (loss) profit	(1,901		)	57,213			31,760		0			87,072
Interest and financing expenses, net	4,389			(981		)	851		0			4,259
Other (expense) income, net	(650		)	(10		)	47		0			(613		)
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(6,940		)	58,184			30,956		0			82,200
Income tax (benefit) expense	(3,033		)	19,664			8,548		0			25,179
Equity income of subsidiaries	82,803			0			0		(82,803		)	0
Income from continuing operations	78,896			38,520			22,408		(82,803		)	57,021
Discontinued operations:
Gain on sale of discontinued business, net of tax	0			0			21,855		0			21,855
Income from operations of discontinued business, net of tax	0			0			20		0			20
Net income	78,896			38,520			44,283		(82,803		)	78,896
Other comprehensive income (loss)	19,613			4,098			11,831		(15,929		)	19,613
Comprehensive income	$	98,509		$	42,618		$	56,114	$	(98,732	)	$	98,509

22

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Third Quarter Ended September 30, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	222,051		$	329,136	$	0		$	551,187
Cost of goods sold	0			104,840			286,078		0			390,918
Gross profit	0			117,211			43,058		0			160,269
Selling, general, and administrative expenses	1,813			28,653			6,629		0			37,095
Research, development, and testing expenses	0			22,212			7,996		0			30,208
Operating (loss) profit	(1,813		)	66,346			28,433		0			92,966
Interest and financing expenses, net	1,294			(1,539		)	1,549		0			1,304
Other (expense) income, net	(1,648		)	1,621			108		0			81
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(4,755		)	69,506			26,992		0			91,743
Income tax (benefit) expense	(1,281		)	22,044			7,157		0			27,920
Equity income of subsidiaries	68,189			0			0		(68,189		)	0
Income from continuing operations	64,715			47,462			19,835		(68,189		)	63,823
Income from operations of discontinued business, net of tax	0			0			892		0			892
Net income	64,715			47,462			20,727		(68,189		)	64,715
Other comprehensive income (loss)	12,006			2,166			10,573		(12,739		)	12,006
Comprehensive income	$	76,721		$	49,628		$	31,300	$	(80,928	)	$	76,721

23

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Nine Months Ended September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	680,296		$	1,043,688		$	0		$	1,723,984
Cost of goods sold	0			352,844			869,482			0			1,222,326
Gross profit	0			327,452			174,206			0			501,658
Selling, general, and administrative expenses	5,365			68,049			48,334			0			121,748
Research, development, and testing expenses	0			71,507			31,808			0			103,315
Operating (loss) profit	(5,365		)	187,896			94,064			0			276,595
Interest and financing expenses, net	13,948			(2,991		)	2,657			0			13,614
Other income (expense), net	5,169			(16		)	355			0			5,508
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(14,144		)	190,871			91,762			0			268,489
Income tax (benefit) expense	(5,805		)	61,460			24,488			0			80,143
Equity income of subsidiaries	219,080			0			0			(219,080		)	0
Income from continuing operations	210,741			129,411			67,274			(219,080		)	188,346
Discontinued operations:
Gain on sale of discontinued business, net of tax	0			0			21,855			0			21,855
Income from operations of discontinued business, net of tax	0			0			540			0			540
Net income	210,741			129,411			89,669			(219,080		)	210,741
Other comprehensive income (loss)	2,307			993			(4,016		)	3,023			2,307
Comprehensive income	$	213,048		$	130,404		$	85,653		$	(216,057	)	$	213,048

24

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Nine Months Ended September 30, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	693,946		$	1,004,610	$	0		$	1,698,556
Cost of goods sold	0			336,076			870,856		0			1,206,932
Gross profit	0			357,870			133,754		0			491,624
Selling, general, and administrative expenses	4,609			85,613			24,479		0			114,701
Research, development, and testing expenses	0			64,875			21,694		0			86,569
Operating (loss) profit	(4,609		)	207,382			87,581		0			290,354
Interest and financing expenses, net	6,459			(3,557		)	3,543		0			6,445
Loss on early extinguishment of debt	9,092			0			0		0			9,092
Other (expense) income, net	(5,604		)	1,640			224		0			(3,740		)
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(25,764		)	212,579			84,262		0			271,077
Income tax (benefit) expense	(9,918		)	74,694			21,268		0			86,044
Equity income of subsidiaries	202,376			0			0		(202,376		)	0
Income from continuing operations	186,530			137,885			62,994		(202,376		)	185,033
Income from operations of discontinued business, net of tax	0			0			1,497		0			1,497
Net income	186,530			137,885			64,491		(202,376		)	186,530
Other comprehensive income (loss)	10,995			3,297			7,276		(10,573		)	10,995
Comprehensive income	$	197,525		$	141,182		$	71,767	$	(212,949	)	$	197,525

25

NewMarket Corporation and Subsidiaries
Consolidating Balance Sheets
September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	11,036		$	102,039		$	134,190		$	0		$	247,265
Trade and other accounts receivable, net	4,735			107,732			213,736			(2,534		)	323,669
Amounts due from affiliated companies	49,012			147,994			62,881			(259,887		)	0
Inventories	0			117,593			195,180			0			312,773
Deferred income taxes	2,097			5,909			826			0			8,832
Prepaid expenses and other current assets	10,881			20,010			2,647			0			33,538
Total current assets	77,761			501,277			609,460			(262,421		)	926,077
Amounts due from affiliated companies	0			116,015			0			(116,015		)	0
Property, plant, and equipment, at cost	0			684,887			321,423			0			1,006,310
Less accumulated depreciation and amortization	0			550,551			173,420			0			723,971
Net property, plant, and equipment	0			134,336			148,003			0			282,339
Investment in consolidated subsidiaries	882,885			0			0			(882,885		)	0
Prepaid pension cost	0			1,284			16,087			0			17,371
Deferred income taxes	44,332			0			6,960			(1,242		)	50,050
Other assets and deferred charges	34,596			8,709			1,307			0			44,612
Intangibles (net of amortization) and goodwill	0			18,526			6,263			0			24,789
Total assets	$	1,039,574		$	780,147		$	788,080		$	(1,262,563	)	$	1,345,238
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	11		$	81,244		$	45,619		$	0		$	126,874
Accrued expenses	9,632			48,283			21,765			0			79,680
Dividends payable	10,740			0			0			0			10,740
Book overdraft	0			5,275			0			0			5,275
Amounts due to affiliated companies	11,572			144,325			103,990			(259,887		)	0
Long-term debt, current portion	0			0			7,470			0			7,470
Income taxes payable	2,113			0			33,798			(2,534		)	33,377
Total current liabilities	34,068			279,127			212,642			(262,421		)	263,416
Long-term debt	349,452			0			0			0			349,452
Amounts due to affiliated companies	0			8,025			107,990			(116,015		)	0
Other noncurrent liabilities	116,968			36,158			41,400			(1,242		)	193,284
Total liabilities	500,488			323,310			362,032			(379,678		)	806,152
Shareholders' equity:
Common stock and paid-in capital	0			260,776			126,661			(387,437		)	0
Accumulated other comprehensive loss	(108,382		)	(16,588		)	(43,627		)	60,215			(108,382		)
Retained earnings	647,468			212,649			343,014			(555,663		)	647,468
Total shareholders' equity	539,086			456,837			426,048			(882,885		)	539,086
Total liabilities and shareholders' equity	$	1,039,574		$	780,147		$	788,080		$	(1,262,563	)	$	1,345,238

26

NewMarket Corporation and Subsidiaries
Consolidating Balance Sheets
December 31, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	5,001		$	3,956		$	80,172		$	0		$	89,129
Trade and other accounts receivable, net	4,347			113,131			179,577			0			297,055
Amounts due from affiliated companies	0			142,125			97,784			(239,909		)	0
Inventories	0			117,638			205,036			0			322,674
Deferred income taxes	2,555			5,062			835			0			8,452
Prepaid expenses and other current assets	65			16,248			1,872			0			18,185
Total current assets	11,968			398,160			565,276			(239,909		)	735,495
Amounts due from affiliated companies	58,935			107,236			0			(166,171		)	0
Property, plant, and equipment, at cost	0			664,912			406,055			0			1,070,967
Less accumulated depreciation and amortization	0			536,700			175,896			0			712,596
Net property, plant, and equipment	0			128,212			230,159			0			358,371
Investment in consolidated subsidiaries	866,676			0			0			(866,676		)	0
Prepaid pension cost	0			0			12,710			0			12,710
Deferred income taxes	53,057			0			6,477			(4,411		)	55,123
Other assets and deferred charges	46,286			15,670			10,051			0			72,007
Intangibles (net of amortization) and goodwill	0			23,785			6,757			0			30,542
Total assets	$	1,036,922		$	673,063		$	831,430		$	(1,277,167	)	$	1,264,248
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	206		$	75,239		$	43,853		$	0		$	119,298
Accrued expenses	8,366			50,763			19,932			0			79,061
Book overdraft	0			3,906			0			0			3,906
Amounts due to affiliated companies	63,021			93,330			83,558			(239,909		)	0
Long-term debt, current portion	0			0			4,382			0			4,382
Income taxes payable	0			1,214			8,810			0			10,024
Total current liabilities	71,593			224,452			160,535			(239,909		)	216,671
Long-term debt	424,407			0			0			0			424,407
Amounts due to affiliated companies	0			0			166,171			(166,171		)	0
Other noncurrent liabilities	138,717			44,755			41,904			(4,411		)	220,965
Total liabilities	634,717			269,207			368,610			(410,491		)	862,043
Shareholders' equity:
Common stock and paid-in capital	721			260,840			217,407			(478,247		)	721
Accumulated other comprehensive loss	(110,689		)	(17,578		)	(39,612		)	57,190			(110,689		)
Retained earnings	512,173			160,594			285,025			(445,619		)	512,173
Total shareholders' equity	402,205			403,856			462,820			(866,676		)	402,205
Total liabilities and shareholders' equity	$	1,036,922		$	673,063		$	831,430		$	(1,277,167	)	$	1,264,248

27

NewMarket Corporation and Subsidiaries
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from (used in) operating activities	$	94,779		$	47,128		$	70,513		$	(4,021	)	$	208,399
Cash flows from investing activities:
Capital expenditures	0			(22,476		)	(24,687		)	0			(47,163		)
Proceeds from sale of discontinued business	0			0			140,011			0			140,011
Deposits for interest rate swap	(11,018		)	0			0			0			(11,018		)
Return of deposits for interest rate swap	21,880			0			0			0			21,880
Payments on settlement of interest rate swap	(5,148		)	0			0			0			(5,148		)
Receipts from settlement of interest rate swap	221			0			0			0			221
Return of investment in subsidiary	45,174			0			0			(45,174		)	0
Cash provided from (used in) investing activities	51,109			(22,476		)	115,324			(45,174		)	98,783
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	(75,000		)	0			0			0			(75,000		)
Net borrowings (repayments) under lines of credit	0			0			3,088			0			3,088
Dividends paid	(35,914		)	(86,585		)	(77,979		)	164,564			(35,914		)
Debt issuance costs	(1,145		)	0			0			0			(1,145		)
Repurchases of common stock	(41,156		)	0			0			0			(41,156		)
Issuance of intercompany note payable, net	0			(14,328		)	14,328			0			0
Repayment of intercompany note payable, net	58,935			13,402			(72,337		)	0			0
Financing from affiliated companies	(45,573		)	160,942			0			(115,369		)	0
Cash provided from (used in) financing activities	(139,853		)	73,431			(132,900		)	49,195			(150,127		)
Effect of foreign exchange on cash and cash equivalents	0			0			1,081			0			1,081
Increase in cash and cash equivalents	6,035			98,083			54,018			0			158,136
Cash and cash equivalents at beginning of year	5,001			3,956			80,172			0			89,129
Cash and cash equivalents at end of period	$	11,036		$	102,039		$	134,190		$	0		$	247,265

28

NewMarket Corporation and Subsidiaries
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from (used in) operating activities	$	301,598		$	129,885		$	34,514		$	(280,668	)	$	185,329
Cash flows from investing activities:
Capital expenditures	0			(16,784		)	(8,660		)	0			(25,444		)
Deposits for interest rate swap	(19,567		)	0			0			0			(19,567		)
Return of deposits for interest rate swap	17,800			0			0			0			17,800
Payments on settlement of interest rate swap	(5,148		)	0			0			0			(5,148		)
Receipts from settlement of interest rate swap	352			0			0			0			352
Proceeds from sale of equity securities	0			6,303			0			0			6,303
Cash provided from (used in) investing activities	(6,563		)	(10,481		)	(8,660		)	0			(25,704		)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	116,000			0			0			0			116,000
Repayment of 7.125% senior notes	(150,000		)	0			0			0			(150,000		)
Repayment of Foundry Park I mortgage loan	0			0			(63,544		)	0			(63,544		)
Net borrowings (repayments) under lines of credit	0			0			(1,781		)	0			(1,781		)
Dividends paid	(30,171		)	(344,584		)	(7,723		)	352,307			(30,171		)
Debt issuance costs	(2,369		)	0			0			0			(2,369		)
Issuance of intercompany note payable, net	(65,500		)	0			65,500			0			0
Repayment of intercompany note payable, net	4,400			0			(4,400		)	0			0
Financing from affiliated companies	(162,411		)	234,050			0			(71,639		)	0
Cash provided from (used in) financing activities	(290,051		)	(110,534		)	(11,948		)	280,668			(131,865		)
Effect of foreign exchange on cash and cash equivalents	0			0			1,577			0			1,577
Increase in cash and cash equivalents	4,984			8,870			15,483			0			29,337
Cash and cash equivalents at beginning of year	17			3,459			46,894			0			50,370
Cash and cash equivalents at end of period	$	5,001		$	12,329		$	62,377		$	0		$	79,707

29

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

Forward-Looking Statements

The following discussion contains forward-looking statements about future events and expectations within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future results. When we use words in this document such as “anticipates,” “intends,” “plans,” “believes,” “estimates,” “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, availability of raw materials and transportation systems; supply disruptions at single-sourced facilities; ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; hazards common to chemical businesses; occurrence or threat of extraordinary events, including natural disasters and terrorist attacks; competition from other manufacturers; sudden or sharp raw materials price increases; gain or loss of significant customers; risks related to operating outside of the United States; the impact of fluctuations in foreign exchange rates; political, economic, and regulatory factors concerning our products; future governmental regulation; resolution of environmental liabilities or legal proceedings; inability to complete future acquisitions or successfully integrate future acquisitions into our business; and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Item 1A. “Risk Factors” of our 2012 Annual Report, which is available to shareholders upon request, and in Item 1A. "Risk Factors" of this Form 10-Q.

You should keep in mind that any forward-looking statement made by us in this discussion or elsewhere speaks only as of the date on which we make it. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, any forward-looking statement made in this discussion or elsewhere might not occur.

Overview

Our business has continued to perform well during the first nine months of 2013. Both revenue and product shipments increased over the nine months of 2012, while selling prices were down. Our research, development, and testing expenses, as well as selling, general, and administrative expenses, have increased reflecting our continuing investments in people, technology and technical centers, and production capacity, in support of our business. In addition, our cash flow generation was sufficient to fund operations, including increased working capital needs. We continue to run our business for the long-run with the goal of helping our customers succeed in their marketplaces.

On July 2, 2013, Foundry Park I completed the sale of its real estate assets for $143.6 million in cash, which comprised our entire real estate development segment. The operations of the real estate development segment are reported as discontinued operations for all periods presented in the Consolidated Statements of Income.

Also of note, during the first nine months of 2013, we repurchased $41.2 million of our common stock and reduced outstanding debt by $71.9 million.

Results of Operation

Revenue

Our consolidated revenue for the third quarter of 2013 totaled $580.5 million, representing an increase of approximately 5.3% from the third quarter of 2012 level of $551.2 million. Nine months 2013 consolidated revenue was $1,724.0 million which was an increase of 1.5% from the nine months 2012 level of $1,698.6 million. The following table shows revenue by segment and product line.

30

	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in millions)	2013		2012		2013		2012
Petroleum additives
Lubricant additives	$	461.9	$	433.1	$	1,389.7	$	1,347.8
Fuel additives	115.7		114.6		327.6		341.8
Total	577.6		547.7		1,717.3		1,689.6
All other	2.9		3.5		6.7		9.0
Consolidated revenue	$	580.5	$	551.2	$	1,724.0	$	1,698.6

Petroleum Additives Segment

The primary regions in which we operate include North America, Latin America, Asia Pacific, and the Europe/Middle East/Africa/India (EMEAI) region. The percentage of revenue generated in the regions remained fairly consistent when comparing the nine months and third quarter of 2013 with the same periods in 2012, as well as with the prior year. In addition, the percentage of lubricant additives sales and fuel additives sales is also substantially consistent between periods.

Petroleum additives net sales for the third quarter of 2013 of $577.6 millionincreased$29.9 million, or approximately 5.5%, from $547.7 million for the third quarter of 2012. From a regional perspective, both EMEAI and Asia Pacific reflected increased revenue when comparing the two third quarter periods, while Latin America was down slightly and North America remained essentially level. The increase in revenue when comparing the two third quarter periods resulted primarily from increased lubricant additives shipments in the EMEAI and Asia Pacific regions, with small decreases in the North America and Latin America regions. Shipments of fuel additives increased slightly when comparing the two third quarter periods. Net sales were also impacted by a reduction in selling prices. Overall, petroleum additives product shipments increased approximately 6.1% between the two third quarter periods. When comparing the two third quarter periods, the U.S. Dollar strengthened against the British Pound Sterling (Pound) and the Japanese Yen (Yen), resulting in an unfavorable foreign currency impact on revenue primarily from the impact of the Yen. The European Union Euro (Euro) strengthened against the U.S. Dollar resulting in a favorable foreign currency impact on net sales between the two third quarter periods.

Petroleum additives net sales for nine months of 2013 of $1.7 billion were approximately 1.6%higher than nine months of 2012. Regionally, EMEAI and Asia Pacific experienced increased revenue and shipments when comparing nine months of 2013 and nine months of 2012, while revenues and shipments in North America and Latin America were lower. Similar to the third quarter periods, the increase between the two nine months periods reflects higher shipments of lubricant additives products. This was partially offset by a decrease in fuel additives product shipments. The remaining change in net sales between the two nine months periods resulted from the impact of lower selling prices and an unfavorable foreign currency impact. Overall, product shipments for nine months 2013 increased 2.3% from nine months 2012 levels. When comparing the two nine months periods, the U.S. Dollar strengthened against the Pound and Yen, resulting in an unfavorable foreign currency impact on revenue, mostly from the Yen. Similar to the third quarter comparison, the Euro strengthened against the U.S. Dollar when comparing the two nine month periods resulting in a favorable foreign currency impact.

The table below details the approximate components of the increase in net sales between the third quarter and nine months of the 2013 and 2012 periods.

(in millions)	Third Quarter			Nine Months
Period ended September 30, 2012	$	547.7		$	1,689.6
Lubricant additives shipments	33.6			62.3
Fuel additives shipments	0.1			(11.4		)
Selling prices	(4.7		)	(18.7		)
Foreign currency impact, net	0.9			(4.5		)
Period ended September 30, 2013	$	577.6		$	1,717.3

31

All Other

The “All other” category includes the operations of the TEL business and certain contract manufacturing performed by Ethyl.

Segment Operating Profit

NewMarket evaluates the performance of the petroleum additives business based on segment operating profit. NewMarket Services Corporation (NewMarket Services) 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, is included in segment operating profit.

The table below reports segment operating profit for the third quarter and nine months ended September 30, 2013 and September 30, 2012.

	Third Quarter Ended September 30,					Nine Months Ended September 30,
(in millions)	2013			2012		2013			2012
Petroleum additives	$	95.5		$	96.3	$	295.3		$	300.4
All other	$	(1.6	)	$	1.8	$	(1.8	)	$	5.1

Petroleum Additives Segment

The petroleum additives operating profit decreased$0.8 million when comparing the third quarter of 2013 to the third quarter of 2012 and decreased$5.1 million when comparing nine months of 2013 to nine months of 2012. The small decrease between the third quarter of 2013 and the third quarter of 2012 resulted from a reduction in fuel additive operating profit and an unfavorable foreign currency impact, substantially offset by improved results in lubricant additives. Lubricant additives results were also higher for nine months of 2013 as compared to nine months of 2012, but were more than offset by lower results in the fuel additives product line. The operating profit margin was 16.5% for the third quarter of 2013, as compared to 17.6% for the third quarter of 2012 and was 17.2% for the nine months of 2013, as compared to 17.8% for the nine months of 2012. For the rolling four quarters ended September 30, 2013, the operating profit margin was 16.5%, which is in line with our expectations of the performance of our business over the long-term. While operating profit margins will fluctuate from quarter to quarter due to multiple factors, we do not operate our business differently from quarter to quarter. We believe the fundamentals of our business and industry are unchanged. We continue to focus on developing and delivering innovative, technology-driven solutions to our customers.

Gross profit results were favorable by $6.8 million when comparing the third quarter periods of 2013 and 2012 and $16.5 million when comparing the nine months periods. Cost of sales as a percentage of revenue remained fairly consistent between the two third quarter and nine months periods at 71.5% for the third quarter of 2013 compared to 71.2% for the third quarter of 2012,and 70.9% for the nine months of 2013 compared to 71.4% for the nine months of 2012.

When comparing third quarter and nine months of 2013 with third quarter and nine months of 2012, total product shipments increased, with higher shipments of both lubricant additives and fuel additives products when comparing the third quarter of 2013 with the third quarter of 2012. For the nine months periods comparison, lubricant additives product shipments were higher for the 2013 period, offset by lower shipments of fuel additives products. Nonetheless, increased volumes of higher-valued products for both the third quarter and nine months of 2013 resulted in a favorable variance in our gross profit. Raw material costs were favorable for the nine months 2013 period, but were essentially unchanged when comparing the two third quarter periods. These components of gross profit were partially offset by unfavorable variances in selling prices, as discussed in the Revenue section above, as well as manufacturing conversion costs.

Selling, general, and administrative expenses (SG&A) for the third quarter of 2013 were higher by $2.0 million, or 6.5%, as compared to the third quarter of 2012, and higher by $4.9million, or 5.0%, for the nine months of 2013 as compared to the nine months of 2012. SG&A as a percentage of revenue was 5.7% for both the third quarter of 2013 and the third quarter of 2012 and 5.9% for the nine months of 2013 as compared to 5.7% for the nine months of 2012. Our SG&A costs are mainly personnel-related and include salaries, benefits, and other costs associated with our workforce. As our workforce has increased in number to support our growing worldwide operations, these costs have also risen, which occurred when comparing the two third quarter and nine months periods. In addition to increased personnel-related costs, health, safety, and environmental fees also increased during the nine months 2013 over 2012 levels.

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Research, development, and testing expenses (R&D) for the third quarter of 2013 increased $5.7 million, or 18.8%, from the third quarter of 2012 levels and for the nine months of 2013 increased $16.8 million, or 19.4%, from the nine months of 2012 levels. As a percentage of revenue, R&D was 6.2% for the third quarter of 2013, compared to 5.5% for the third quarter of 2012, and 6.0% for the nine months of 2013 compared to 5.1% for the nine months of 2012. 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 expenses include personnel-related costs, as well as internal and external testing of our products. The increase during both the third quarter of 2013 and nine months of 2013 from the same 2012 periods was substantially in the lubricant additives product line and includes efforts to support the development of additives that meet our customers' needs, as well as new standards, and to expand into new solution areas. We expect R&D costs for the full year in 2013 will increase over the 2012 level.

All Other

Operating profit for both the third quarter of 2013 and the nine months of 2013 include an unfavorable comparison to the same 2012 periods resulting primarily from accruals related to the historical operations of the tetraethyl lead business.

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

Interest and Financing Expenses

Interest and financing expenses were $4.3 million for the third quarter of 2013 and $1.3 million for the third quarter of 2012. Nine months of 2013 amounted to $13.6 million, while nine months of 2012 amounted to $6.4 million. The increase in interest and financing expenses for the third quarter of 2013 and nine months of 2013 resulted from both higher outstanding average debt, as well as a higher average interest rate. The higher outstanding debt, as well as the higher average interest rate for both 2013 periods, was impacted by the issuance of $350 million of 4.10% senior notes in December 2012. The previously outstanding $150 million of 7.125% senior notes were redeemed in April 2012.

Loss on Early Extinguishment of Debt

In total, we recorded a loss on the early extinguishment of debt of $9.9 million for the nine months of 2012. The loss resulted from the recognition of $5.3 million from the early redemption premium on the 7.125% senior notes, $3.2 million of unamortized deferred financing costs on the 7.125% senior notes, $0.8 million from unamortized deferred financing costs on the mortgage loan, and $0.6 million of unamortized deferred financing costs on our previous revolving credit facility. Of the total loss of $9.9 million on the early extinguishment of debt for the nine months of 2012, approximately $5.3 million was a cash payment. The remaining amounts were a noncash charge. Of the total loss on early extinguishment of debt, the $0.8 million from unamortized deferred financing costs on the mortgage loan for the nine months of 2012 was reclassified and included as a component of income from operations of discontinued business.

Other (Expense) Income, Net

Other (expense) income, net for the third quarter of 2013 was expense of $0.6 million, while the third quarter of 2012 was income of $0.1 million. The amount for the nine months of 2013 was income of $5.5 million, and for the nine months of 2012 was expense of $3.7 million. The amounts for the nine months periods primarily reflect the gain in 2013 and the loss in 2012 on a derivative instrument representing an interest rate swap recorded at fair value through earnings. The amounts for the third quarter periods primarily reflect the loss in both periods on the derivative instrument. See Note 10 for additional information on the interest rate swap. In addition, both 2012 periods include a gain of $1.7 million related to the sale of common stock that was received in September 2011 as part of the legal settlement with Innospec Ltd. See the 2012 Annual Report for further information related to the legal settlement.

Income Tax Expense

Income tax expense was $25.2 million for the third quarter of 2013 and $27.9 million for the third quarter of 2012. The effective tax rate was 30.6% for the third quarter of 2013, while the third quarter of 2012 was 30.4%. The decrease in income from continuing operations before income tax expense was the primary reason for the $2.7 million decrease in income taxes, as the change in the effective tax rate in 2013 as compared to 2012 when comparing the two third quarter periods was not material.

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Income tax expense was $80.1 million for the nine months of 2013 and $86.0 million for the nine months of 2012. The effective tax rate was 29.8% for the nine months of 2013, while the nine months of 2012 was 31.7%. The lower effective tax rate in 2013 as compared to 2012 was the primary reason for the $5.9 million decrease in income tax expense when comparing the two nine month periods, as the effect of the decrease in income from continuing operations before income tax expense was not material.

The effective tax rate for both 2013 periods includes the benefit of higher income in foreign jurisdictions with lower tax rates. The nine months 2013 period reflects the effects of the research and development tax credit for nine months 2013, as well as all of 2012, as the legislation to extend such tax credits was retroactively signed into law in January 2013. The tax rate for the third quarter 2013 period also includes the effect of the current year research and development tax credit.

Income From Operations of Discontinued Business

On July 2, 2013, Foundry Park I completed the sale of its real estate assets for $143.6 million in cash, which comprised our entire real estate development segment. The operations of the real estate development segment are now reported in Income from operations of discontinued business, net of tax, in the Consolidated Statements of Income. We recognized a gain of $35.8 million ($21.9 million after tax) in third quarter 2013 related to this transaction.

Cash Flows, Financial Condition, and Liquidity

Cash and cash equivalents at September 30, 2013 were $247.3 million, which was an increase of $158.1 million since December 31, 2012. The increase included a $1.1 millionfavorable impact from foreign currency translation.

Our cash and cash equivalents held by our foreign subsidiaries amounted to approximately $134.1 million at September 30, 2013 and $80.0 million at December 31, 2012. A significant amount, but not all, of these foreign cash balances are 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. Periodically, we repatriate cash from our foreign subsidiaries to the United States through intercompany dividends. These intercompany dividends are paid only by subsidiaries whose earnings we have not asserted are indefinitely reinvested or whose earnings qualify as previously taxed income, as defined by the Internal Revenue Code. If circumstances were to change that would cause these indefinitely reinvested earnings to be repatriated, an incremental U.S. tax liability would be incurred. As part of our foreign subsidiary repatriation activities, we received cash dividends of $10.2 million for the nine months ended September 30, 2013 and $7.7 million for the nine months ended September 30, 2012.

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 for the foreseeable future.

Cash Flows – Operating Activities

Cash flows provided from operating activities for the nine months2013 were $208.4 million and included a decrease of $1.0 million due to higher working capital levels, including higher accounts receivable and prepaid expenses, which were substantially offset by higher income taxes payable and dividends payable. The increase in accounts receivable was primarily due to higher sales levels when comparing the third quarter of 2013 with the fourth quarter of 2012, while higher prepaid expenses included an increase in dividends payable that represent the funding of the dividends in September 2013 that were not paid by the transfer agent until October 2013. The increase in income taxes payable represents income taxes due on earnings which will be paid during the fourth quarter.

We had working capital of $662.7 million at September 30, 2013 and $518.8 million at December 31, 2012. The current ratio was 3.52 to 1 at September 30, 2013 and 3.39 to 1 at December 31, 2012.

Cash Flows – Investing Activities

Cash provided from investing activities was $98.8 million during the nine months of 2013 and included $47.2 million for capital expenditures and $140.0 million in net proceeds from the sale of the real estate assets of Foundry Park I. Also included in investing activities was a net return of deposit of $10.9 million and a net settlement payment of $4.9 million related to the Goldman Sachs interest rate swap. Further information on the interest rate swap is discussed in Note 10. We estimate our total capital spending during 2013 will be approximately $65 million to $75 million. We expect to continue to finance capital spending through cash on hand and cash provided from operations, together with borrowing available under our $650 million revolving credit facility.

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Cash Flows – Financing Activities

Cash used in financing activities during the nine months of 2013 amounted to $150.1 million. The cash was used to repay $75.0 million in amounts due under our revolving credit facility, to repurchase $41.2 million of our common stock, and to pay dividends of $35.9 million.

We had total long-term debt, including the current portion, of $356.9 million at September 30, 2013, representing a decrease of approximately $71.9 million in our total debt since December 31, 2012, primarily due to the $75.0 million repayment on our revolving credit facility.

At September 30, 2013, in addition to the revolving credit facility, which is discussed below, we had outstanding senior notes in the aggregate principal amount of $350 million that bear interest at a fixed rate of 4.10% and are due in 2022. During March 2013, we registered these 4.10% senior notes under the Securities Act of 1933. All previously unregistered 4.10% senior notes that were outstanding at December 31, 2012 have been exchanged for an equal aggregate principal amount of registered 4.10% senior notes.

A subsidiary in China has a short-term line of credit for operating purposes for $10 million with an outstanding balance of $7.5 million at September 30, 2013.

Revolving Credit Facility – At September 30, 2013, we had a $650 million multicurrency revolving credit facility, with a $100 million sublimit for multicurrency borrowings, a $100 million sublimit for letters of credit, and a $20 million sublimit for swingline loans. The agreement includes an expansion feature, which allows us, subject to certain conditions, to request an increase to the aggregate amount of the revolving credit facility or obtain incremental term loans in an amount up to $150 million. Borrowings bear interest at variable rates. The revolving credit facility matures on March 14, 2017.

The following table provides information related to the unused portion of our revolving credit facility:

(in millions)	September 30, 2013		December 31, 2012
Maximum borrowing capacity under the revolving credit facility	$	650.0	$	650.0
Outstanding borrowings under the revolving credit facility	0.0		75.0
Outstanding letters of credit	3.1		3.1
Unused portion of revolving credit facility	$	646.9	$	571.9

Both the 4.10% senior notes and the revolving credit facility contain covenants, representations, and events of default that management considers typical of credit agreements of this nature. The more restrictive and significant financial covenants under the revolving credit facility include:

•A consolidated Leverage Ratio (as defined in the credit agreement) of no more than 3.00 to 1.00; and

•A consolidated Interest Coverage Ratio (as defined in the credit agreement) of no less than 3.00 to 1.00, calculated on a rolling four quarter basis.

At September 30, 2013, the Leverage Ratio was 0.97 and the Interest Coverage Ratio was 21.85, while at December 31, 2012 the Leverage Ratio was 1.11 and the Interest Coverage Ratio was 32.44. We were in compliance with all covenants under both the revolving credit facility and the 4.10% senior notes at September 30, 2013 and December 31, 2012.

As a percentage of total capitalization (total debt and shareholders’ equity), our total debt percentage decreased from 51.6% at December 31, 2012 to 39.8% at September 30, 2013. The change in the percentage was primarily the result of a decrease in long-term debt and an increase in shareholders’ equity. The increase in shareholders’ equity reflects our earnings, partially offset by the impact of dividend payments and stock repurchases. Normally, we repay any outstanding long-term debt with cash from operations or refinancing activities.

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Other Matters

During April 2013, we made the decision to discontinue the production of a fuel additive at our Ethyl Canada facility. This decision required that we write down the related property, plant, and equipment and reduce the workforce at the facility. By the end of the second quarter of 2013, we had recorded a charge to recognize the impairment of the assets and severance costs associated with the termination of the employees. The amount of the charge was not material to our financial statements. By June 30, 2013, the majority of the employees affected by this decision had left the company.

In October 2013, we decided to sell the facility and expect to terminate the remaining workforce by the end of 2013. We expect to complete the sale in November 2013. During the fourth quarter, we expect to recognize a loss related to the sale of the facility and a charge related to the severance of the employees. We do not expect that the charge will be material to our financial statements.

Critical Accounting Policies and Estimates

This Form 10-Q and our 2012 Annual Report on Form 10-K include discussions of our accounting principles, as well as methods and estimates used in the preparation of our financial statements. We believe these discussions and financial statements fairly represent the financial position and results of operation of our company in all material respects. The purpose of this portion of our discussion is to further emphasize some of the more critical areas where a significant change in facts and circumstances in our operating and financial environment might cause a change in reported financial results.

Intangibles (Net of Amortization) and Goodwill

We have certain identifiable intangibles, as well as goodwill, amounting to $24.8 million at September 30, 2013. These intangibles relate to our petroleum additives business and, except for the goodwill, are being amortized over periods with up to approximately seventeen years of remaining life. We continue to assess the market related to these intangibles, as well as their specific values, and have concluded the values and amortization periods are appropriate. We also evaluate these intangibles for any potential impairment when significant events or circumstances occur that might impair the value of these assets. These evaluations continue to support the values at which these identifiable intangibles are carried on our financial statements. In addition, our reporting unit with goodwill is not at risk of failing the goodwill impairment test. However, if conditions were to substantially deteriorate in the petroleum additives market, it could possibly cause a decrease in the estimated useful lives of the intangible assets or result in a noncash write-off of all or a portion of the intangibles’ carrying amount. A reduction in the amortization period would have no effect on cash flows. We do not anticipate such a change in the market conditions in the near term.

Environmental and Legal Proceedings

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.

While it is not possible to predict or determine with certainty the outcome of any legal proceeding, it is our opinion, based on our current knowledge, that we will not experience any material adverse effects on our results of operation, cash flows, or financial condition as a result of any pending or threatened proceeding.

Pension Plans and Other Postretirement Benefits

We use assumptions to record the impact of the pension and postretirement benefit plans in the financial statements. These assumptions include the discount rate, expected long-term rate of return on plan assets, rate of compensation increase, and health-care cost trend rate. A change in any one of these assumptions could cause different results for the plans, and therefore impact our results of operation, cash flows, and financial condition. We develop these assumptions after considering available information that we deem relevant. Information is provided on the pension and postretirement plans in Note 19 of the 2012 Annual Report. In addition, further disclosure on the effect of changes in these assumptions is provided in the “Financial Position and Liquidity” section of Part II, Item 7 of the 2012 Annual Report.

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Income Taxes

We file United States, foreign, and local income tax returns, under which assumptions may be made to determine the deductibility of certain costs. We make estimates related to the impact of tax positions taken on our financial statements when we believe the tax position is more likely than not to be upheld on audit. We do not provide for income taxes on earnings considered to be indefinitely reinvested abroad. In addition, we make certain assumptions in the determination of the estimated future recovery of deferred tax assets.

Outlook

We are pleased with our operations and results for the first three quarters of the year. The results reinforce our confidence that our customer-focused approach to the market is the path on which to continue. We believe the fundamentals of how we run our business - a long-term view, safety-first culture, customer-focused solutions, technology-driven product offerings, world-class supply chain capability, and a regional organizational structure to better understand our customers' needs - will continue to pay dividends to all of our stakeholders. 

We continue to have expectations that our petroleum additives segment will deliver improved results in 2013, after having posted record operating profit for each of the last several years. We expect that petroleum additives shipment demand will continue to grow at an average annual rate of 1% - 2% over the next five years, as there has been no significant change in the fundamentals of the business. Over the long-term, we plan to exceed the industry growth rate. Over the past several years, we have made significant investments to expand our capabilities around the world. These investments have been in people, technology and technical centers, and production capacity. We intend to use these new capabilities to improve our ability to deliver the goods and services that our customers value and to expand our business and improve profits. We will continue to expand our capabilities to provide even better service, technology, and customer solutions. 

Our business continues to generate significant amounts of cash beyond what is necessary for the expansion and growth of our current offerings. We regularly review the many internal opportunities which we have to utilize this cash, both from a geographic and product line perspective. We continue our efforts in investigating potential acquisitions as both a use for this cash and to generate shareholder value. Our primary focus in the acquisition area remains on the petroleum additives industry. It is our view that this industry will provide the greatest opportunity for a good return on our investment while minimizing risk. We remain focused on this strategy and will evaluate any future opportunities. Nonetheless, we are patient in this pursuit and intend to make the right acquisition when the opportunity arises. We will continue to evaluate all alternative uses of that cash to enhance shareholder value, including stock repurchases and dividends.

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ITEM 3.     Quantitative and Qualitative Disclosures About Market Risk

At September 30, 2013, there were no significant changes in our market risk from the information provided in the 2012 Annual Report.

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 third-party firms, 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 controls and procedures include signed representation letters from our regional officers, as well as senior management.

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

The committee and the regional management also represent, to the best of their knowledge, that the financial statements and other financial information included in the report fairly present, in all material respects, the financial condition, results of operation, 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.

Changes in Internal Controls Over Financial Reporting

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 September 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.     Legal Proceedings

We are involved in legal proceedings that are incidental to our business and include administrative or judicial actions seeking remediation under environmental laws, such as Superfund. Some of these legal proceedings relate to environmental matters and involve governmental authorities. For further information, see “Environmental” in Note 9.

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 operation, financial condition, or cash flows.

As we previously disclosed, the United States Department of Justice has advised us that it is conducting a review of certain of our foreign business activities in relation to compliance with relevant U.S. economic sanctions programs and anti-corruption laws, as well as certain historical conduct in the domestic U.S. market, and has requested certain information in connection with such review. We are cooperating with the investigation. In connection with such cooperation, we have voluntarily agreed to provide certain information and are conducting an internal review for that purpose.

ITEM 1A.     Risk Factors

While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Part I, Item 1A of our 2012 Annual Report describes some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our results of operations and our financial condition. We do not believe that there have been any material changes to the risk factors previously disclosed in our 2012 Annual Report except as highlighted below.

The following risk factor has been updated from the 2012 Annual Report to provide additional information.

• Several of our products are produced solely at one location, and a significant disruption or disaster at such a facility could have a material adverse effect on our results of operation.

Several of the products we sell are produced only in one location. We are dependent upon the continued safe operation of these production facilities. These production facilities are subject to various hazards associated with the manufacturing, handling, storage, and transportation of chemical materials and products, including leaks and ruptures, explosions, fires, unscheduled downtime, and environmental hazards. Additionally, these sites may experience significant disruptions in operations due to inclement weather, natural disasters, flooding, and levee breaches. Some of our products involve the manufacturing and handling of a variety of reactive, explosive, and flammable materials. Many of these hazards could cause a disruption in the production of our products. We cannot assure that these facilities will not experience these types of hazards and disruptions in the future or that these incidents will not result in production delays or otherwise have an adverse effect on our results of operation, financial condition, or cash flows in any given period.

As previously discussed in this Quarterly Report on Form 10-Q, on July 2, 2013, Foundry Park I completed the sale of its real estate assets. As a result, the portion of the following risk factor that no longer exists is outlined below.

• Landlord and financing risks associated with Foundry Park I could adversely affect our financial results.

In January 2007, Foundry Park I entered into a Deed of Lease Agreement with MeadWestvaco under which it is leasing an office building which we have constructed on approximately three acres in Richmond, Virginia.

Our landlord and financing activities may subject us to the following risks:

• We may incur costs associated with our landlord activities that exceed our expectations and result in the Foundry Park I operations materially negatively impacting our results of operation for our real estate development segment.

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

On July 17, 2012, our Board of Directors approved a share repurchase program authorizing management to repurchase up to $250 million of NewMarket Corporation's outstanding common stock until December 31, 2014, as market conditions warrant and covenants under our existing agreements permit. We may conduct the share repurchases in the open market and in privately negotiated transactions. The repurchase program does not require NewMarket to acquire any specific number of shares and may be terminated or suspended at any time. Approximately $209 million remained available under the 2012 authorization at September 30, 2013. The following table outlines the purchases during the third quarter 2013 under this authorization.

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
July 1 to July 31	0	$	0.00	0	$	223,202,079
August 1 to August 31	40,100	273.93		40,100	212,217,491
September 1 to September 30	12,300	274.25		12,300	208,844,260
Total	52,400	$	274.00	52,400	$	208,844,260

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 April 27, 2012 (incorporated by reference to Exhibit 3.2 to Form 8-K (File No. 1- 32190) filed April 30, 2012)
Exhibit 4.1	Amendment No. 1, dated as of September 30, 2013, by and among NewMarket Corporation, the Guarantors listed on the signature page thereto, JPMorgan Chase Bank, N.A., and the Lenders listed on the signature pages thereto
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
Exhibit 101	XBRL Instance Document and Related Items

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SIGNATURES

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

	NEWMARKET CORPORATION
	(Registrant)
Date: October 31, 2013	By: /s/ D. A. Fiorenza
	David A. Fiorenza
	Vice President and
	Chief Financial Officer
	(Principal Financial Officer)
Date: October 31, 2013	By: /s/ William J. Skrobacz
	William J. Skrobacz
	Controller
	(Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit 4.1	Amendment No. 1, dated as of September 30, 2013, by and among NewMarket Corporation, the Guarantors listed on the signature page thereto, JPMorgan Chase Bank, N.A., and the Lenders listed on the signature page thereto
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
Exhibit 101	XBRL Instance Document and Related Items

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EX-4.1

Exhibit 4.1

EXECUTION COPY

AMENDMENT NO. 1

Dated as of September 30, 2013

to

CREDIT AGREEMENT

Dated as of March 14, 2012

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of September 30, 2013 by and among (i) NewMarket Corporation (the “Company”), (ii) Afton Chemical Corporation, Afton Chemical Additives Corporation, Ethyl Corporation and NewMarket Services Corporation (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors” and, collectively with the Borrower, the “Loan Parties”), (iii) the financial institutions listed on the signature pages hereof and (iv) JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of March 14, 2012 by and among the Company, the Foreign Subsidiary Borrowers party thereto, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, reference is made to the Guaranty, dated as of March 14, 2012, by and among the Subsidiary Guarantors, the other “Subsidiary Guarantors” party thereto from time to time and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Subsidiary Guaranty”);

WHEREAS, the Loan Parties have requested that the requisite Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement and the Subsidiary Guaranty;

WHEREAS, the Loan Parties, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Loan Parties, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.

1.Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 3 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:

(a)The definition of “Agreed Currencies” appearing in Section 1.01 of the Credit Agreement is amended to delete the reference to “(v) Canadian Dollars, (vi) Japanese Yen and (vii) any other currency” appearing therein and to replace such reference with “(v) Japanese Yen and (vi) any other currency”.

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(b)The definition of “Dollar Amount” appearing in Section 1.01 of the Credit Agreement is amended to delete the phrase “the equivalent in such currency of Dollars” appearing therein and to replace such phrase with “the equivalent amount thereof in Dollars”.

(c)The definition of “Permitted Acquisition” appearing in Section 1.01 of the Credit Agreement is amended to (i) delete the comma immediately preceding clause (e) thereof and replace it with the word “and”, (ii) delete the word “and” immediately preceding clause (f) thereof and (iii) delete clause (f) thereof in its entirety.

(d)The definition of “Obligations” appearing in Section 1.01 of the Credit Agreement is amended to insert a new proviso at the end thereof as follows:

; provided that the definition of “Obligations” shall not create or include any guarantee by any Loan Party of any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.

(e)The definition of “Statutory Reserve Rate” appearing in Section 1.01 of the Credit Agreement is amended to delete the phrase “the Financial Services Authority” appearing therein and to replace such phrase with “the Financial Conduct Authority, the Prudential Regulation Authority”.

(f)Section 1.01 of the Credit Agreement is amended to (i) delete the definitions of “Canadian Dollars” and “Mandatory Cost” appearing therein and (ii) add the following definitions thereto in the appropriate alphabetical order and, where applicable, replace the corresponding previously existing definitions:

“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower and its affiliated companies concerning or relating to bribery or corruption.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Designated Persons” means any Person listed on a Sanctions List.

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes

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or would become effective with respect to such Specified Swap Obligation or (b) in the case of a Specified Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Loan Party is a “financial entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), at the time the Guarantee of such Loan Party becomes or would become effective with respect to such related Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.

“Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.

“LIBO Rate” means, with respect to any Eurocurrency Borrowing denominated in any Agreed Currency and for any applicable Interest Period, the London interbank offered rate administered by the British Bankers Association (or any other Person that takes over the administration of such rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion; in each case the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, on the Quotation Day for such currency and Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided, further, that if a LIBOR Screen Rate shall not be available at such time for such Interest Period (the “Impacted Interest Period”), then the LIBO Rate for such currency and such Interest Period shall be the Interpolated Rate; provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14.

“LIBOR Screen Rate” has the meaning assigned to such term in the definition of “LIBO Rate”.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of Treasury.

“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Quotation Day” means, with respect to any Eurocurrency Borrowing and any Interest Period, the Business Day that is generally treated as the rate fixing day by market practice in the applicable interbank market, as determined by the Administrative Agent.

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“Sanctioned Country” means a country or territory which is at any time subject to Sanctions.

“Sanctions” means:

(a)economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. government and administered by OFAC, (ii) the United Nations Security Council, (iii) the European Union or (iv) Her Majesty's Treasury of the United Kingdom; and

(b)economic or financial sanctions imposed, administered or enforced from time to time by the U.S. State Department, the U.S. Department of Commerce or the U.S. Department of the Treasury.

“Sanctions List” means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held by the U.S. government and administered by OFAC, the U.S. State Department, the U.S. Department of Commerce or the U.S. Department of the Treasury or the United Nations Security Council or any similar list maintained by the European Union, any other EU Member State or any other U.S. government entity, in each case as the same may be amended, supplemented or substituted from time to time.

“Sanctions Violations” means any violation of any Sanctions by the Company, any of its Subsidiaries or Affiliates, a Lender, an Issuing Bank or the Administrative Agent, as such Sanctions Lists or Sanctions are in effect from time to time.

“Specified Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

(g)Section 2.14 of the Credit Agreement is amended to (i) add the phrase “and binding” immediately following the phrase “shall be conclusive” appearing in clause (a) thereof, (ii) add the parenthetical “(including, without limitation, by means of an Interpolated Rate)” immediately following the phrase “adequate and reasonable means” appearing in clause (a) thereof and (iii) add the phrase “or the applicable Agreed Currency” immediately following the phrase “in such Borrowing for such Interest Period” appearing in clause (b) thereof.

(h)Section 2.15(a)(i) of the Credit Agreement is amended to insert a reference to “liquidity,” immediately after the reference to “special deposit,” appearing therein.

(i)Section 3.07 of the Credit Agreement is amended to delete the phrase “any Governmental Authority applicable” appearing therein and to replace such phrase with “any Governmental Authority (including, without limitation, Anti-Corruption Laws) applicable”.

(j)Article III of the Credit Agreement is amended to insert the following as a new Section 3.16 thereof:

SECTION 3.16. Sanctions Laws and Regulations.

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(a)The Company and its Subsidiaries and to the knowledge of a Responsible Officer their Affiliates and their respective directors, officers, employees, and agents have conducted their business in compliance with Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

(b)None of the Company or its Subsidiaries or to the knowledge of a Responsible Officer their Affiliates or their respective directors, officers, employees, agents or representatives acting or benefiting in any capacity in connection withthis Agreement (i) is a Designated Person; (ii) is a Person that is owned or controlled by a Designated Person; (iii) is located, organized or resident in a Sanctioned Country; or (iv) in each case, except as could not reasonably be expected to result in a Material Adverse Effect or could not reasonably be expected to result in any Sanctions Violation by, or liability to, a Lender, the Issuing Bank or the Administrative Agent, has directly or indirectly engaged in, or is now directly or indirectly engaged in, any dealings or transactions (1) with any Designated Person, (2) in any Sanctioned Country, or (3) otherwise in violation of Sanctions.

(k)Section 6.01(d) of the Credit Agreement is amended is amended to delete the reference to “$100,000,000” appearing therein and to replace such reference with “$200,000,000”.

(l)Section 6.01(f) of the Credit Agreement is amended is amended to delete the reference to “$50,000,000” appearing therein and to replace such reference with “$150,000,000”.

(m)Section 6.01(j) of the Credit Agreement is amended to delete the phrase “if the Company is not in compliance with the Adjusted Covenant Requirement, (x) the aggregate outstanding principal amount of such Indebtedness shall not exceed the greater of (1) $300,000,000 and (2) the amount of such Indebtedness incurred when the Company was in compliance with the Adjusted Covenant Requirement and (y)” appearing therein and to replace such phrase with “(x) the Company and the Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, with the covenants contained in Section 6.11 recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available, as if such incurrence of Indebtedness had occurred on the first day of each relevant period for testing such compliance and (y)”.

(n)Section 6.04(f) of the Credit Agreement is restated in its entirety as follows:

(f) Guarantees constituting Indebtedness permitted by Section 6.01 and Guarantees of any other obligations not prohibited by this Agreement;

(o)Section 6.04(j) of the Credit Agreement is restated in its entirety as follows:

(j) any other investment, loan, advance or Guarantee (other than acquisitions) so long as the aggregate amount of all such investments, loans, advances and Guarantees does not exceed $200,000,000 in the aggregate at any time outstanding.

(p)Article VI of the Credit Agreement is amended to insert the following as a new Section 6.12 thereof:

SECTION 6.12. Sanctions Laws and Regulations.

(a)The Company will not, and will not permit its Subsidiaries or Affiliates to, directly or indirectly use the proceeds of the Loans (i) for any purpose which would breach the U.K. Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation

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in other jurisdictions; (ii) in each case in any manner that will result in any Sanctions Violations, to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country; (iii) in any other manner that will result in any Sanctions Violations by any party to this Agreement or (iv) in each case, except as could not reasonably be expected to result in a Material Adverse Effect or could not reasonably be expected to result in any Sanctions Violations by, or liability to, a Lender, an Issuing Bank or the Administrative Agent, for any purpose which would breach Anti-Corruption Laws.

(b)The Company will not, and will not permit its Subsidiaries or Affiliates to, use funds or assets obtained directly or indirectly from transactions with or otherwise relating to (i) Designated Persons in any manner which would result in a Sanctions Violation; or (ii) any Sanctioned Country in any manner that would result in a Sanctions Violation, to pay or repay any amount owing to the Lenders under this Agreement.

(c)The Company will, and shall ensure that each of its Subsidiaries will (i) maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws; and (ii) have appropriate controls and safeguards in place designed to prevent any proceeds of any Loans from being used contrary to the representations and undertakings set forth herein.

(q)Section 9.13 of the Credit Agreement is restated in its entirety as follows:

SECTION 9.13. USA PATRIOT ACT. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act.

(r)Article X of the Credit Agreement is amended to insert the following as a new paragraph immediately preceding the final paragraph thereof:

Each Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Article X or the Subsidiary Guaranty, as applicable, in respect of Specified Swap Obligations (provided, however, that each Borrower shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Each Borrower intends that this paragraph constitute, and this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(s)Schedule 2.02 to the Credit Agreement is deleted in its entirety.

2.Amendments to Subsidiary Guaranty. Effective as of the date of satisfaction of the conditions precedent set forth in Section 3 below, the parties hereto agree that the Subsidiary Guaranty is hereby amended as follows:

(a)Section 3 of the Subsidiary Guaranty is amended to add the parenthetical “(provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any

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Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)” immediately following the phrase “all of the foregoing being referred to collectively as the “Guaranteed Obligations”” appearing therein.

(b)The Subsidiary Guaranty is amended to add the following as a new Section 27 thereto:

SECTION 27. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty or Article X of the Credit Agreement, as applicable, in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 27 or otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 27 shall remain in full force and effect until a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the terms hereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 27 constitute, and this Section 27 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” means, in respect of any Specified Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes or would become effective with respect to such Specified Swap Obligation or such other Person as constitutes an ECP and can cause another Person to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

3.Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received (i) counterparts of this Amendment duly executed by the Borrower, the Subsidiary Guarantors, the Required Lenders and the Administrative Agent and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and expenses (including, to the extent invoiced, reasonable and documented fees and expenses of counsel for the Administrative Agent) in connection with the Loan Documents.

4.Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows:

(a)This Amendment and each of the Credit Agreement and the Subsidiary Guaranty (each as modified hereby), as applicable, constitute legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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(b)As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects (except to the extent such representation or warranty is qualified by materiality or Material Adverse Effect, in which case such representation and warranty is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

5.Reference to and Effect on the Credit Agreement and the Subsidiary Guaranty.

(a)Upon the effectiveness hereof, each reference to the Credit Agreement and the Subsidiary Guaranty in the Credit Agreement, the Subsidiary Guaranty or any other Loan Document shall mean and be a reference to the Credit Agreement and the Subsidiary Guaranty, as the case may be, as amended hereby.

(b)Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c)Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Subsidiary Guaranty, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.

6.Consent and Reaffirmation. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned Loan Parties consents to the Amendment and reaffirms the terms and conditions of the Credit Agreement, the Subsidiary Guaranty and any other Loan Document executed by it and acknowledges and agrees that the Credit Agreement, the Subsidiary Guaranty and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

7.Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

8.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

9.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

NEWMARKET CORPORATION,

as the Company

By: /s/ D.A. Fiorenza

Name: David A. Fiorenza

Title: Chief Financial Officer & Vice President

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

AFTON CHEMICAL CORPORATION,

as a Subsidiary Guarantor

By:/s/ D.A. Fiorenza

Name: David A. Fiorenza

Title: Treasurer

AFTON CHEMICAL ADDITIVES CORPORATION,

as a Subsidiary Guarantor

By: /s/ Robert A. Shama

Name: Robert A. Shama

Title: President

ETHYL CORPORATION,

as a Subsidiary Guarantor

By: /s/ Bruce R. Hazelgrove

Name: Bruce R. Hazelgrove, III

Title: Vice President

NEWMARKET SERVICES CORPORATION,

as a Subsidiary Guarantor

By: /s/ D.A. Fiorenza

Name: David A. Fiorenza

Title: Vice President and Principal Financial Officer

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

JPMORGAN CHASE BANK, N.A.,

individually as a Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent

By: /s/ Philip Mousin

Name: Philip Mousin

Title: Credit Executive

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

CITIZENS BANK OF PENNSYLVANIA,

as a Lender

By: /s/ Leslie Broderick

Name: Leslie Broderick

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

BANK OF AMERICA, N.A.,

as a Lender

By: /s/ Jundie Cadiena

Name: Jundie Cadiena

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Nancy R Bonnell

Name: Nancy Rosal Bonnell

Title: Vice President

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

BRANCH BANKING & TRUST COMPANY,

as a Lender

By: /s/ John K. Perez

Name: John K. Perez

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Steven Dixon

Name: Steven Dixon

Title: Vice President

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

TD BANK, N.A.,

as a Lender

By: /s/ Craig Welch

Name: Craig Welch

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

BMO HARRIS FINANCING INC.,

as a Lender

By: /s/ Mark Mital

Name: Mark Mital

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Brian P. Fox

Name: Brian P. Fox

Title: Vice President

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

CAPITAL ONE NATIONAL ASSOCIATION,

as a Lender

By:/s/ Van Buren Knick

Name: Van Buren Knick II

Title: Senior Vice President

Signature Page to Amendment No. 1 to

Credit Agreement dated as of March 14, 2012

NewMarket Corporation

EX-31.A

Exhibit 31(a)

CERTIFICATION

I, Thomas E. Gottwald, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 of NewMarket Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 31, 2013
	By:	/s/ Thomas E. Gottwald
	Thomas E. Gottwald
	President and Chief Executive Officer

EX-31.B

Exhibit 31(b)

CERTIFICATION

I, David A. Fiorenza, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 of NewMarket Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 31, 2013
	By:	/s/ D.A. Fiorenza
	David A. Fiorenza
	Vice President and Chief Financial Officer

EX-32.A

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

In connection with the Quarterly Report on Form 10-Q of NewMarket Corporation (the “Company”) for the period ending September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas E. Gottwald, chief executive officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Thomas E. Gottwald
Thomas E. Gottwald
President and Chief Executive Officer
October 31, 2013

EX-32.B

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

In connection with the Quarterly Report on Form 10-Q of NewMarket Corporation (the “Company”) for the period ending September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. Fiorenza, chief financial officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ D.A. Fiorenza
David A. Fiorenza
Vice President and Chief Financial Officer
October 31, 2013

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Long-term Debt

9 Months Ended

Sep. 30, 2013

Long-term Debt and Capital Lease Obligations [Abstract]

Long-term Debt

Long-term Debt

(in thousands)	September 30, 2013			December 31, 2012
Senior notes - 4.10% due 2022	$	349,452		$	349,407
Revolving credit facility	0			75,000
Lines of credit	7,470			4,382
	356,922			428,789
Current maturities of long-term debt	(7,470		)	(4,382		)
	$	349,452		$	424,407

At September 30, 2013, we had outstanding senior notes in the aggregate principal amount of $350 million that bear interest at a fixed rate of 4.10% and are due in 2022 (4.10% senior notes). During March 2013, we registered these 4.10% senior notes under the Securities Act of 1933. All previously unregistered 4.10% senior notes that were outstanding at December 31, 2012 have been exchanged for an equal aggregate principal amount of registered 4.10% senior notes.

The following table provides information related to the unused portion of our revolving credit facility in effect at September 30, 2013 and December 31, 2012:

(in millions)	September 30, 2013		December 31, 2012
Maximum borrowing capacity under the revolving credit facility	$	650.0	$	650.0
Outstanding borrowings under the revolving credit facility	0.0		75.0
Outstanding letters of credit	3.1		3.1
Unused portion of revolving credit facility	$	646.9	$	571.9

For further information on the outstanding letters of credit, see Note 9. The average interest rate for borrowings under our revolving credit facility was 2.16% during the first nine months of 2013 and 1.84% during 2012.

We were in compliance with all covenants under our debt agreements at September 30, 2013 and at December 31, 2012.

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Long-term Debt (Schedule Of Unused Portion Of Revolving Credit Facility) (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Mar. 14, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Outstanding borrowings	$ 356,922,000	$ 428,789,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity under the revolving credit facility	650,000,000	650,000,000.0	650,000,000	300,000,000
Outstanding borrowings	0	75,000,000
Outstanding letters of credit	3,100,000	3,100,000
Unused portion of revolving credit facility	$ 646,900,000	$ 571,900,000

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Consolidated Statements Of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Statement of Comprehensive Income [Abstract]
Amortization of prior service (credit) cost included in net periodic benefit cost, income tax expense	$ 1	$ 13	$ 4	$ 34
Actuarial net gain (loss) arising during the period, income tax expense (benefit)	2,036	(989)	2,131	(989)
Amortization of actuarial net loss included in net periodic benefit cost, income tax expense	705	603	2,293	1,723
Settlements and curtailments, income tax expense			126
Amortization of transition obligation included in net periodic benefit cost, income tax expense	3	3	9	10
Unrealized loss on derivative instruments, income tax benefit				(210)
Reclassification adjustments for losses on derivative instruments included in net income, income tax expense	1,545	135	2,622	433
Foreign currency translation adjustments, income tax expense (benefit)	85	1,837	(1,673)	230
Unrealized gain on marketable securities, income tax expense		310		419
Reclassification adjustments for gain on marketable securities included in net income, income tax benefit		$ (644)		$ (644)

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Financial Statement Presentation

9 Months Ended

Sep. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statement Presentation

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 of, in all material respects, our consolidated financial position as of September 30, 2013 and December 31, 2012, the change in our shareholders’ equity for the nine months ended September 30, 2013 and the year ended December 31, 2012, our consolidated results of operations and comprehensive income for the third quarter and nine months ended September 30, 2013 and September 30, 2012, and our cash flows for the nine months ended September 30, 2013 and September 30, 2012. 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, 2012 (2012 Annual Report), as filed with the Securities and Exchange Commission (SEC). The results of operation for the nine month period ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013. The December 31, 2012 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.

At both September 30, 2013 and December 31, 2012, we had a book overdraft for some of our disbursement cash accounts. A book overdraft represents disbursements that have not cleared the bank accounts at the end of the reporting period. There are no agreements with the same banks to offset the presented balance. We transfer cash on an as-needed basis to fund these items as they clear the bank in subsequent periods.

Prior periods in the Consolidated Statements of Income have been reclassified to reflect the discontinued operations of the real estate development segment resulting from the July 2, 2013 sale of real property by Foundry Park I, LLC (Foundry Park I). Refer to Note 2 for further information. Certain other reclassifications have been made to the accompanying consolidated financial statements to conform to the current presentation.

Cash dividends for the nine months ended September 30, 2013 and September 30, 2012 were declared and paid as shown in the table below.

Year	Date Declared	Date Paid	Per Share Amount
2013	February 28, 2013	April 1, 2013	$	0.90
	April 25, 2013	July 1, 2013	0.90
	July 18, 2013	October 1, 2013	0.90
2012	February 23, 2012	April 2, 2012	0.75
	April 26, 2012	July 2, 2012	0.75
	July 17, 2012	October 1, 2012	0.75

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Fair Value Measurements (Policy)

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

We determine the fair value of the derivative instruments shown in the table above by using widely-accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. The analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs.

The fair value of the interest rate swap is determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates derived from observable market interest rate curves. In determining the fair value measurements, we incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the counterparties’ nonperformance risk.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustment associated with the derivatives utilizes Level 3 inputs. These Level 3 inputs include estimates of current credit spreads to evaluate the likelihood of default by both us and the counterparties to the derivatives. As of September 30, 2013 and December 31, 2012, we have assessed the significance of the impact of the credit valuation adjustment on the overall valuation of our derivatives and have determined that the credit valuation adjustment is not significant to the overall valuation of the derivatives. Accordingly, we have determined that our derivative valuations should be classified in Level 2 of the fair value hierarchy.

We have made an accounting policy election to measure credit risk of any derivative financial instruments subject to master netting agreements on a net basis by counterparty portfolio.

Long-Term Debt

We record the value of our long-term debt at historical cost.

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Consolidating Financial Information (Condensed Consolidating Statements of Cash Flows) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash provided from (used in) operating activities	$ 208,399	$ 185,329
Cash flows from investing activities:
Capital expenditures	(47,163)	(25,444)
Proceeds from sale of discontinued business	140,011	0
Deposits for interest rate swap	(11,018)	(19,567)
Return of deposits for interest rate swap	21,880	17,800
Payments on settlement of interest rate swap	(5,148)	(5,148)
Receipts from settlement of interest rate swap	221	352
Return of investment in subsidiary	0
Proceeds from sale of equity securities	0	6,303
Cash provided from (used in) investing activities	98,783	(25,704)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	(75,000)	116,000
Repayment of 7.125% senior notes	0	(150,000)
Repayment of Foundry Park I mortgage loan	0	(63,544)
Net borrowings (repayments) under lines of credit	3,088	(1,781)
Dividends paid	(35,914)	(30,171)
Debt issuance costs	(1,145)	(2,369)
Repurchases of common stock	(41,156)	0
Issuance of intercompany note payable, net	0	0
Repayment of intercompany note payable, net	0	0
Financing from affiliated companies	0	0
Cash provided from (used in) financing activities	(150,127)	(131,865)
Effect of foreign exchange on cash and cash equivalents	1,081	1,577
Increase in cash and cash equivalents	158,136	29,337
Cash and cash equivalents at beginning of year	89,129	50,370
Cash and cash equivalents at end of period	247,265	79,707
Parent Company [Member]
Cash provided from (used in) operating activities	94,779	301,598
Cash flows from investing activities:
Capital expenditures	0	0
Proceeds from sale of discontinued business	0
Deposits for interest rate swap	(11,018)	(19,567)
Return of deposits for interest rate swap	21,880	17,800
Payments on settlement of interest rate swap	(5,148)	(5,148)
Receipts from settlement of interest rate swap	221	352
Return of investment in subsidiary	45,174
Proceeds from sale of equity securities		0
Cash provided from (used in) investing activities	51,109	(6,563)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	(75,000)	116,000
Repayment of 7.125% senior notes		(150,000)
Repayment of Foundry Park I mortgage loan		0
Net borrowings (repayments) under lines of credit	0	0
Dividends paid	(35,914)	(30,171)
Debt issuance costs	(1,145)	(2,369)
Repurchases of common stock	(41,156)
Issuance of intercompany note payable, net	0	(65,500)
Repayment of intercompany note payable, net	58,935	4,400
Financing from affiliated companies	(45,573)	(162,411)
Cash provided from (used in) financing activities	(139,853)	(290,051)
Effect of foreign exchange on cash and cash equivalents	0	0
Increase in cash and cash equivalents	6,035	4,984
Cash and cash equivalents at beginning of year	5,001	17
Cash and cash equivalents at end of period	11,036	5,001
Guarantor Subsidiaries [Member]
Cash provided from (used in) operating activities	47,128	129,885
Cash flows from investing activities:
Capital expenditures	(22,476)	(16,784)
Proceeds from sale of discontinued business	0
Deposits for interest rate swap	0	0
Return of deposits for interest rate swap	0	0
Payments on settlement of interest rate swap	0	0
Receipts from settlement of interest rate swap	0	0
Return of investment in subsidiary	0
Proceeds from sale of equity securities		6,303
Cash provided from (used in) investing activities	(22,476)	(10,481)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	0	0
Repayment of 7.125% senior notes		0
Repayment of Foundry Park I mortgage loan		0
Net borrowings (repayments) under lines of credit	0	0
Dividends paid	(86,585)	(344,584)
Debt issuance costs	0	0
Repurchases of common stock	0
Issuance of intercompany note payable, net	(14,328)	0
Repayment of intercompany note payable, net	13,402	0
Financing from affiliated companies	160,942	234,050
Cash provided from (used in) financing activities	73,431	(110,534)
Effect of foreign exchange on cash and cash equivalents	0	0
Increase in cash and cash equivalents	98,083	8,870
Cash and cash equivalents at beginning of year	3,956	3,459
Cash and cash equivalents at end of period	102,039	12,329
Non-Guarantor Subsidiaries [Member]
Cash provided from (used in) operating activities	70,513	34,514
Cash flows from investing activities:
Capital expenditures	(24,687)	(8,660)
Proceeds from sale of discontinued business	140,011
Deposits for interest rate swap	0	0
Return of deposits for interest rate swap	0	0
Payments on settlement of interest rate swap	0	0
Receipts from settlement of interest rate swap	0	0
Return of investment in subsidiary	0
Proceeds from sale of equity securities		0
Cash provided from (used in) investing activities	115,324	(8,660)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	0	0
Repayment of 7.125% senior notes		0
Repayment of Foundry Park I mortgage loan		(63,544)
Net borrowings (repayments) under lines of credit	3,088	(1,781)
Dividends paid	(77,979)	(7,723)
Debt issuance costs	0	0
Repurchases of common stock	0
Issuance of intercompany note payable, net	14,328	65,500
Repayment of intercompany note payable, net	(72,337)	(4,400)
Financing from affiliated companies	0	0
Cash provided from (used in) financing activities	(132,900)	(11,948)
Effect of foreign exchange on cash and cash equivalents	1,081	1,577
Increase in cash and cash equivalents	54,018	15,483
Cash and cash equivalents at beginning of year	80,172	46,894
Cash and cash equivalents at end of period	134,190	62,377
Total Consolidating Adjustments [Member]
Cash provided from (used in) operating activities	(4,021)	(280,668)
Cash flows from investing activities:
Capital expenditures	0	0
Proceeds from sale of discontinued business	0
Deposits for interest rate swap	0	0
Return of deposits for interest rate swap	0	0
Payments on settlement of interest rate swap	0	0
Receipts from settlement of interest rate swap	0	0
Return of investment in subsidiary	(45,174)
Proceeds from sale of equity securities		0
Cash provided from (used in) investing activities	(45,174)	0
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	0	0
Repayment of 7.125% senior notes		0
Repayment of Foundry Park I mortgage loan		0
Net borrowings (repayments) under lines of credit	0	0
Dividends paid	164,564	352,307
Debt issuance costs	0	0
Repurchases of common stock	0
Issuance of intercompany note payable, net	0	0
Repayment of intercompany note payable, net	0	0
Financing from affiliated companies	(115,369)	(71,639)
Cash provided from (used in) financing activities	49,195	280,668
Effect of foreign exchange on cash and cash equivalents	0	0
Increase in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of year	0	0
Cash and cash equivalents at end of period	$ 0	$ 0

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Derivatives and Hedging Activities (Narrative) (Details) (USD $)													3 Months Ended	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2013 Goldman Sachs [Member]	Dec. 31, 2012 Goldman Sachs [Member]	Sep. 30, 2013 Interest Rate Swap [Member] Mortgage Loan Interest Rate Swap [Member]	Dec. 31, 2012 Interest Rate Swap [Member] Mortgage Loan Interest Rate Swap [Member]	Sep. 30, 2013 Interest Rate Swap [Member] Construction Loan Interest Rate Swap [Member]	Dec. 31, 2012 Interest Rate Swap [Member] Construction Loan Interest Rate Swap [Member]	Sep. 30, 2013 Interest Rate Swap [Member] Goldman Sachs [Member]	Dec. 31, 2012 Interest Rate Swap [Member] Goldman Sachs [Member]	Jun. 25, 2009 Interest Rate Swap [Member] Goldman Sachs [Member]	Sep. 30, 2013 Gain on Sale of Discontinued Business Net of Tax [Member] Interest Rate Swap [Member] Construction Loan Interest Rate Swap [Member]	Sep. 30, 2013 Gain on Sale of Discontinued Business Net of Tax [Member] Interest Rate Swap [Member] Construction Loan Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized loss net of tax related to the fair value of the interest rate swap recorded in accumulated other comprehensive loss	$ 0	$ (4,173,000)	$ (4,736,000)			$ 0	$ (1,700,000)	$ 0	$ (2,500,000)
Notional amount												97,000,000
Rate of fixed-rate payments for interest rate swap												5.3075%
Cash collateral deposit				26,833,000	37,694,000					26,833,000	37,694,000
Total amount of fair value recorded in accrued expenses										1,000,000	2,300,000
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Recognized as a Coponent of Gain on Sale of Discontinued Business													(4,000,000)	(4,000,000)
Termination value of obligations	$ 22,500,000

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Contractual Commitments and Contingencies

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Contractual Commitments and Contingencies

Contractual Commitments and Contingencies

Information on certain contractual commitments and contingencies follows.

Litigation

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. Some of these legal proceedings relate to environmental matters and involve governmental authorities. 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 operation, financial condition, or cash flows.

As we previously disclosed, the United States Department of Justice has advised us that it is conducting a review of certain of our foreign business activities in relation to compliance with relevant U.S. economic sanctions programs and anti-corruption laws, as well as certain historical conduct in the domestic U.S. market, and has requested certain information in connection with such review. We are cooperating with the investigation. In connection with such cooperation, we have voluntarily agreed to provide certain information and are conducting an internal review for that purpose.

Environmental

In 2000, the Environmental Protection Agency (EPA) named us as a potentially responsible party (PRP) under Superfund law for the clean-up of soil and groundwater contamination at the five grouped disposal sites known as "Sauget Area 2 Sites" in Sauget, Illinois. Without admitting any fact, responsibility, fault, or liability in connection with this site, we are participating with other PRPs in site investigations and feasibility studies. The Sauget Area 2 Sites PRPs received notice of approval from the EPA of the Remedial Investigation report on February 27, 2009, notice of approval of the October 2009 Human Health Risk Assessment on December 17, 2009, and approval of the Feasibility Study (FS) report on April 3, 2013. We have accrued our estimated proportional share of the expenses for the FS, as well as our best estimate of our proportional share of the remediation liability proposed in our ongoing discussions and submissions with the agencies involved. We do not believe there is any additional information available as a basis for revision of the liability that we have established at September 30, 2013. The amount accrued for this site is not material.

The accruals for environmental remediation, dismantling, and decontamination at our most significant environmental remediation sites are shown below. At the former TEL plant site shown in the table below, we have completed significant environmental remediation, although we will be monitoring and treating the site for an extended period. The accruals below have been discounted to present value, and include an inflation factor in the estimate. The remaining environmental liabilities not shown separately below are not discounted.

	September 30, 2013						December 31, 2012
(in millions)	Former TEL Plant Site, Louisiana		Houston, Texas Plant Site		Superfund Site, Louisiana		Former TEL Plant Site, Louisiana		Houston, Texas Plant Site		Superfund Site, Louisiana
Accrual, discounted	$	5.5	$	6.5	$	3.4	$	5.6	$	6.1	$	3.2
Accrual, undiscounted	6.8		10.0		4.5		6.9		9.3		4.4
Approximate range of discount rates for accrual	3% - 4%		3% - 9%		2% - 4%		3% - 4%		3% - 9%		2% - 4%
Expected future payments:
2013	$	0.3	$	0.5	$	0.0
2014	0.8		0.3		0.2
2015	0.8		0.2		0.2
2016	0.6		0.2		0.3
2017	0.5		0.2		0.3
Thereafter	3.8		8.6		3.5

Of the total accrual at the Houston, Texas plant site, $6.2 millionat September 30, 2013 and $5.8 million at December 31, 2012 relates to remediation. Of the total remediation, $6.1 million at September 30, 2013 and $5.6 million at December 31, 2012 relates to remediation of groundwater and soil.

We accrue for environmental remediation and monitoring activities for which costs can be reasonably estimated and are probable. These estimates are based on an assessment of the site, available clean-up methods, and prior experience in handling remediation. 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 financial position, results of operation, and cash flows.

Our total accruals for environmental remediation were approximately $20.0 million at September 30, 2013 and $19.7 million at December 31, 2012. In addition to the accruals for environmental remediation, we also have accruals for dismantling and decommissioning costs of $400 thousand at September 30, 2013 and $500 thousand at December 31, 2012.

Letters of Credit and Guarantees

We have agreements with several financial institutions that provide guarantees for certain business activities of our subsidiaries, including performance, insurance, credit, lease, and customs and excise guarantees. The parent company provides guarantees of the subsidiaries' performance under these agreements and also provides a guarantee for repayment of a line of credit for a subsidiary in China. Guarantees outstanding under all of these agreements at September 30, 2013 were $17 million. At September 30, 2013, $3.1 million of these guarantees were secured by letters of credit, all of which were issued under the $100 million letter of credit sub-facility of our revolving credit facility. See Note 8 for further information. The letters of credit relate to insurance and performance guarantees. The maximum potential amount of future payments under all other guarantees not secured by letters of credit at September 30, 2013 was $21 million. We have no liability accrued for these guarantees; however, there is $7.5 million drawn on the line of credit in China, which is recorded in Long-term debt, current portion on the Consolidated Balance Sheets. See Note 8 for further information. We accrue for potential liabilities when a future payment is probable and the range of loss can be reasonably estimated.

Expiration dates of the letters of credit and certain guarantees range from 2013 to 2021. Some of the guarantees have no expiration date. We renew letters of credit as necessary.

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Intangibles (Net of Amortization) and Goodwill (Narrative) (Details) (USD $)			9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013 Customer Bases [Member]	Sep. 30, 2013 Trademarks And Trade Names [Member]	Sep. 30, 2013 Minimum [Member] Contracts [Member]	Sep. 30, 2013 Minimum [Member] Formulas And Technology [Member]	Sep. 30, 2013 Maximum [Member] Contracts [Member]	Sep. 30, 2013 Maximum [Member] Formulas And Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Accumulated goodwill impairment	$ 0	$ 0
Estimated economic life, in years			20 years	10 years	1 year 6 months	5 years	10 years	20 years

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Derivatives and Hedging Activities (Fair Value Of Derivative Instruments) (Details) (Goldman Sachs [Member], Interest Rate Swap [Member], USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swap asset derivatives, not designated as hedging instruments	$ 0	$ 0
Accrued Expenses And Oher Noncurrent Liabilities [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Fair value of interest rate swap liability derivatives, not designated as hedging instruments	$ 22,717	$ 32,761

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Financial Statement Presentation (Cash Dividends Declared And Paid) (Details) (USD $)	3 Months Ended
	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Date Declared	Jul. 18, 2013	Apr. 25, 2013	Feb. 28, 2013	Jul. 17, 2012	Apr. 26, 2012	Feb. 23, 2012
Date Paid	Oct. 01, 2013	Jul. 01, 2013	Apr. 01, 2013	Oct. 01, 2012	Jul. 02, 2012	Apr. 02, 2012
Per Share Amount	$ 0.9	$ 0.90	$ 0.90	$ 0.75	$ 0.75	$ 0.75

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Asset Retirement Obligations (Tables)

9 Months Ended

Sep. 30, 2013

Asset Retirement Obligation [Abstract]

Activity Associated With Asset Retirement Obligations

The following table illustrates the activity associated with our asset retirement obligations for the nine months ended September 30, 2013 and September 30, 2012.

(in thousands)	2013			2012
Asset retirement obligations, January 1	$	2,800		$	3,297
Accretion expense	85			120
Liabilities settled	(475		)	(489		)
Changes in expected cash flows and timing	272			296
Asset retirement obligations, September 30	$	2,682		$	3,224

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Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Components of Income From Operations of Discontinued Business

The components of income from operations of discontinued business, net of tax were as follows:

(in thousands)	Third Quarter Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Rental revenue	$	31	$	2,857	$	5,747	$	8,573
Cost of rental	0		1,067		2,136		3,203
Selling, general, and administrative expenses	0		1		1		2
Interest and financing expenses, net	0		328		2,727		2,053
Loss on early extinguishment of debt (Note 4)	0		0		0		840
Income before income taxes	31		1,461		883		2,475
Income tax expense	11		569		343		978
Income from operations of discontinued business, net of tax	$	20	$	892	$	540	$	1,497

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Pension Plans and Other Postretirement Benefits (Net Periodic Benefit Cost For Pension And Postretirement Benefit Plans) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Domestic Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 2,967	$ 2,286	$ 8,294	$ 6,600
Interest cost	2,396	2,446	7,163	7,187
Expected return on plan assets	(3,655)	(3,346)	(10,889)	(9,948)
Amortization of prior service (credit) cost	3	53	11	158
Amortization of actuarial net loss (gain)	1,711	1,414	5,313	3,998
Net periodic benefit cost	3,422	2,853	9,892	7,995
Domestic Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	600	370	1,598	1,414
Interest cost	513	710	1,876	2,289
Expected return on plan assets	(362)	(373)	(1,090)	(1,119)
Amortization of prior service (credit) cost	2	2	7	7
Amortization of actuarial net loss (gain)	(138)	(50)	(138)	(50)
Net periodic benefit cost	615	659	2,253	2,541
Foreign Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	1,271	1,157	3,946	3,509
Interest cost	1,330	1,310	4,011	3,992
Expected return on plan assets	(1,712)	(1,491)	(5,127)	(4,523)
Amortization of prior service (credit) cost	(7)	(31)	(11)	(108)
Amortization of transition obligation	0	0	0	0
Amortization of actuarial net loss (gain)	359	272	1,059	825
Settlements and curtailments	0	(251)	133	(251)
Net periodic benefit cost	1,241	966	4,011	3,444
Foreign Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	5	7	21	21
Interest cost	25	28	78	83
Expected return on plan assets	0	0	0	0
Amortization of prior service (credit) cost	0	0	0	0
Amortization of transition obligation	9	13	35	39
Amortization of actuarial net loss (gain)	7	7	27	23
Settlements and curtailments	0	0	71	0
Net periodic benefit cost	$ 46	$ 55	$ 232	$ 166

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Derivatives and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value of Derivative Instruments

The table below presents the fair value of our derivative financial instruments, as well as their classification on the Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012.

Asset Derivatives

Liability Derivatives

September 30, 2013

December 31, 2012

September 30, 2013

December 31, 2012

(in thousands)

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives Not Designated as Hedging Instruments

Goldman Sachs interest rate swap

$

0

$

0

Accrued expenses and Other noncurrent liabilities

$

22,717

Accrued expenses and Other noncurrent liabilities

$

32,761

Effect of Derivative Instruments on the Consolidated Statements of Income Designated Cash Flow Hedges

Effect of Derivative Instruments on the Consolidated Statements of Income

Designated Cash Flow Hedges

(in thousands)

Derivatives in Cash Flow Hedging Relationship	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)					Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Third Quarter Ended September 30,						Third Quarter Ended September 30,							Third Quarter Ended September 30,
	2013		2012				2013			2012				2013		2012
Mortgage loan interest rate swap	$	0	$	0		Discontinued operations	$	0		$	(327	)		$	0	$	0
Construction loan interest rate swap	$	0	$	0		Discontinued operations	$	(4,026	)	$	(21	)		$	0	$	0
	Nine Months Ended September 30,						Nine Months Ended September 30,							Nine Months Ended September 30,
	2013		2012				2013			2012				2013		2012
Mortgage loan interest rate swap	$	0	$	(540	)	Discontinued operations	$	(2,727	)	$	(1,049	)		$	0	$	0
Construction loan interest rate swap	$	0	$	0		Discontinued operations	$	(4,068	)	$	(64	)		$	0	$	0

Effect of Derivative Instruments on the Consolidated Statements of Income Non-Designated Derivatives

Effect of Derivative Instruments on the Consolidated Statements of Income

Non-Designated Derivatives

(in thousands)

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in  Income on Derivatives	Amount of Gain (Loss) Recognized in  Income on Derivatives
		Third Quarter Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013		2012
Goldman Sachs interest rate swap	Other (expense) income, net	$	(659	)	$	(1,659	)	$	5,116	$	(5,650	)

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Discontinued Operations (Schedule of Components of Income From Operations of Discontinued Business) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Discontinued Operations [Line Items]
Rental revenue	$ 31	$ 2,857	$ 5,747	$ 8,573
Cost of rental	0	1,067	2,136	3,203
Selling, general, and administrative expenses	0	1	1	2
Interest and financing expenses, net	0	328	2,727	2,053
Loss on early extinguishment of debt			0	9,932	[1]
Income before income taxes	31	1,461	883	2,475
Income tax expense	11	569	343	978
Income from operations of discontinued business, net of tax	20	892	540	1,497
Real Estate Assets Of Foundry Park I [Member]
Discontinued Operations [Line Items]
Loss on early extinguishment of debt	$ 0	$ 0	$ 0	$ 840

[1] In March 2012, we entered into a $650 million five-year unsecured revolving credit facility which replaced our previous $300 million unsecured revolving credit facility. During 2012, we used a portion of the $650 million revolving credit facility to fund the early redemption of all of our then outstanding 7.125% senior notes (7.125% senior notes), as well as to repay the outstanding principal amount on the mortgage loan. As a result, we recognized a loss on early extinguishment of debt of $9.9 million during the nine months ended September 30, 2012. The loss represents accelerated amortization of financing fees associated with the prior revolving credit facility, the 7.125% senior notes, and the mortgage loan, as well as costs associated with redeeming the 7.125% senior notes prior to maturity. Of the loss on early extinguishment of debt, $0.8 million for the nine months ended September 30, 2012 is included as a component of income from operations of discontinued business, net of tax.

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Intangibles (Net of Amortization) and Goodwill (Schedule Of Information Related To Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Amortizing intangible assets, Accumulated Amortization	$ 89,912	$ 84,322
Goodwill, Gross Carrying Amount	4,878	5,002
Amortizing intangible assets and Goodwill, Gross Carrying Amount	114,701	114,864
Formulas And Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Amortizing intangible assets, Gross Carrying Amount	91,648	91,662
Amortizing intangible assets, Accumulated Amortization	78,789	74,762
Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Amortizing intangible assets, Gross Carrying Amount	9,593	9,593
Amortizing intangible assets, Accumulated Amortization	7,771	6,734
Customer Bases [Member]
Finite-Lived Intangible Assets [Line Items]
Amortizing intangible assets, Gross Carrying Amount	7,003	7,021
Amortizing intangible assets, Accumulated Amortization	2,782	2,400
Trademarks And Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Amortizing intangible assets, Gross Carrying Amount	1,579	1,586
Amortizing intangible assets, Accumulated Amortization	$ 570	$ 426

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Intangibles (Net of Amortization) and Goodwill (Tables)

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Information Related To Intangible Assets

	Identifiable Intangibles
	September 30, 2013				December 31, 2012
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Formulas and technology	$	91,648	$	78,789	$	91,662	$	74,762
Contracts	9,593		7,771		9,593		6,734
Customer bases	7,003		2,782		7,021		2,400
Trademarks and trade names	1,579		570		1,586		426
Goodwill	4,878				5,002
	$	114,701	$	89,912	$	114,864	$	84,322

Schedule Of Amortization Expense

Amortization expense was (in millions):

Third quarter ended September 30, 2013	$	1.9
Nine months ended September 30, 2013	5.6
Third quarter ended September 30, 2012	1.9
Nine months ended September 30, 2012	5.6

Schedule Of Estimated Annual Amortization Expense Related To Intangible Assets

Estimated amortization expense for the remainder of 2013, as well as annual amortization expense related to our intangible assets for the next five years is expected to be (in millions):

2013	$	1.5
2014	6.2
2015	5.8
2016	1.9
2017	0.7
2018	0.7

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Consolidating Financial Information (Narrative) (Details)	Sep. 30, 2013
4.10% Senior Notes [Member] | Senior Notes [Member]
Senior notes, interest rate	4.10%
Guarantor Subsidiaries [Member]
Percent ownership interest by Parent Company	100.00%
Non-Guarantor Subsidiaries [Member]
Percent ownership interest by Parent Company	100.00%

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Fair Value Measurements (Estimated Fair Value Of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Fair Value Disclosures [Abstract]
Long-term debt, including current maturities, Carrying Amount	$ 356,922	$ 428,789
Long-term debt, including current maturities, Fair Value	$ 356,021	$ 436,777

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Segment Information (Segment Operating Profit) (Details) (USD $)	3 Months Ended				9 Months Ended				3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended						9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013 Petroleum Additives [Member]	Sep. 30, 2012 Petroleum Additives [Member]	Sep. 30, 2013 Petroleum Additives [Member]	Sep. 30, 2012 Petroleum Additives [Member]	Sep. 30, 2013 All Other [Member]	Sep. 30, 2012 All Other [Member]	Sep. 30, 2013 All Other [Member]	Sep. 30, 2012 All Other [Member]	Sep. 30, 2013 Revolving Credit Facility [Member]	Dec. 31, 2012 Revolving Credit Facility [Member]	Mar. 14, 2012 Revolving Credit Facility [Member]	Dec. 31, 2011 Revolving Credit Facility [Member]	Sep. 30, 2012 Foundry Park I Mortgage Loan [Member]	Apr. 16, 2012 7.125% Senior Notes [Member] Senior Notes [Member]	Sep. 30, 2013 Operating Segments [Member]	Sep. 30, 2012 Operating Segments [Member]	Sep. 30, 2013 Operating Segments [Member]	Sep. 30, 2012 Operating Segments [Member]	Sep. 30, 2013 Corporate, Non-Segment [Member]	Sep. 30, 2012 Corporate, Non-Segment [Member]	Sep. 30, 2013 Corporate, Non-Segment [Member]	Sep. 30, 2012 Corporate, Non-Segment [Member]
Segment Information [Line Items]
Segment operating profit	$ 87,072,000		$ 92,966,000		$ 276,595,000		$ 290,354,000		$ 95,491,000	$ 96,350,000	$ 295,309,000	$ 300,436,000	$ (1,614,000)	$ 1,768,000	$ (1,832,000)	$ 5,067,000							$ 93,877,000	$ 98,118,000	$ 293,477,000	$ 305,503,000
Corporate, general, and administrative expenses	(40,886,000)		(37,095,000)		(121,748,000)		(114,701,000)																				(6,850,000)	(5,000,000)	(17,255,000)	(16,003,000)
Interest and financing expenses, net	(4,259,000)		(1,304,000)		(13,614,000)		(6,445,000)
Gain (loss) on interest rate swap agreement	(659,000)	[1]	(1,659,000)	[1]	5,116,000	[1]	(5,650,000)	[1]
Loss on early extinguishment of debt	0	[2]	0	[2]	0	[2]	(9,092,000)	[2]
Other income, net	91,000		1,588,000		765,000		2,764,000
Income from continuing operations before income tax expense	82,200,000		91,743,000		268,489,000		271,077,000
Maximum borrowing capacity under the revolving credit facility																	650,000,000	650,000,000.0	650,000,000	300,000,000
Term of credit facility, years																	5 years
Senior notes, interest rate																						7.125%
Loss on extinguishment of debt including discontinued operations					$ 0		$ (9,932,000)	[2]													$ (800,000)

[1] The gain (loss) on interest rate swap agreement represents the change, since the beginning of the reporting period, in the fair value of an interest rate swap which we entered into on June 25, 2009. We are not using hedge accounting to record the interest rate swap, and accordingly, any change in the fair value is immediately recognized in earnings.

[2] In March 2012, we entered into a $650 million five-year unsecured revolving credit facility which replaced our previous $300 million unsecured revolving credit facility. During 2012, we used a portion of the $650 million revolving credit facility to fund the early redemption of all of our then outstanding 7.125% senior notes (7.125% senior notes), as well as to repay the outstanding principal amount on the mortgage loan. As a result, we recognized a loss on early extinguishment of debt of $9.9 million during the nine months ended September 30, 2012. The loss represents accelerated amortization of financing fees associated with the prior revolving credit facility, the 7.125% senior notes, and the mortgage loan, as well as costs associated with redeeming the 7.125% senior notes prior to maturity. Of the loss on early extinguishment of debt, $0.8 million for the nine months ended September 30, 2012 is included as a component of income from operations of discontinued business, net of tax.

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Financial Statement Presentation (Tables)

9 Months Ended

Sep. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Cash Dividends Declared and Paid

Cash dividends for the nine months ended September 30, 2013 and September 30, 2012 were declared and paid as shown in the table below.

Year	Date Declared	Date Paid	Per Share Amount
2013	February 28, 2013	April 1, 2013	$	0.90
	April 25, 2013	July 1, 2013	0.90
	July 18, 2013	October 1, 2013	0.90
2012	February 23, 2012	April 2, 2012	0.75
	April 26, 2012	July 2, 2012	0.75
	July 17, 2012	October 1, 2012	0.75

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Trade and other accounts receivable, allowance for doubtful accounts	$ 481	$ 319
Common stock, no par value
Common stock, authorized shares	80,000,000	80,000,000
Common stock, issued shares	13,260,406	13,417,877
Common stock, outstanding shares	13,260,406	13,417,877

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Consolidated Statements Of Shareholders' Equity (Parenthetical) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013 Ordinary Cash Dividends [Member]	Dec. 31, 2012 Ordinary Cash Dividends [Member]	Dec. 31, 2012 Special Cash Dividend [Member]
Cash dividends (in dollars per share)	$ 2.70	$ 3.00	$ 25.00

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Discontinued Operations

9 Months Ended

Sep. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

On July 2, 2013, Foundry Park I completed the sale of its real estate assets for $143.6 million in cash, which comprised our entire real estate development segment. The operations of the real estate development segment for all periods presented are reported in Income from operations of discontinued business, net of tax, in the Consolidated Statements of Income. We recognized a gain of $35.8 million ($21.9 million after tax) in the third quarter of 2013 related to this transaction.

The components of income from operations of discontinued business, net of tax were as follows:

(in thousands)	Third Quarter Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Rental revenue	$	31	$	2,857	$	5,747	$	8,573
Cost of rental	0		1,067		2,136		3,203
Selling, general, and administrative expenses	0		1		1		2
Interest and financing expenses, net	0		328		2,727		2,053
Loss on early extinguishment of debt (Note 4)	0		0		0		840
Income before income taxes	31		1,461		883		2,475
Income tax expense	11		569		343		978
Income from operations of discontinued business, net of tax	$	20	$	892	$	540	$	1,497

Interest and financing expenses, net include only amounts directly related to the Foundry Park I mortgage loan agreement (mortgage loan). Other interest and financing expenses have not been allocated to discontinued operations. The Consolidated Statements of Cash Flows summarize the activity of discontinued operations and continuing operations together.

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Statement of Cash Flows [Abstract]
Cash and cash equivalents at beginning of year	$ 89,129	$ 50,370
Cash flows from operating activities:
Net income	210,741	186,530
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	35,926	32,449
Noncash environmental remediation and dismantling	1,385	(213)
Noncash pension benefits expense	13,903	11,439
Noncash postretirement benefits expense	2,485	2,707
Noncash foreign exchange loss	4,630	1,722
Deferred income tax benefit	(979)	(1,653)
Gain on sale of discontinued business	(35,770)	0
Loss on early extinguishment of debt	0	9,932	[1]
Restricted stock award	715	183
Gain on sale of equity securities	0	(1,685)
Unrealized (gain) loss on derivative instruments, net	(10,044)	855
Working capital changes	(988)	(41,566)
Realized loss on derivative instruments, net	4,927	4,796
Cash pension benefits contributions	(24,065)	(22,541)
Cash postretirement benefits contributions	(1,382)	(1,549)
Cash payment for 7.125% senior notes redemption premium	0	(5,345)
Proceeds from legal settlements	5,100	5,050
Change in book overdraft	1,369	4,953
Other, net	446	(735)
Cash provided from (used in) operating activities	208,399	185,329
Cash flows from investing activities:
Capital expenditures	(47,163)	(25,444)
Proceeds from sale of discontinued business	140,011	0
Deposits for interest rate swap	(11,018)	(19,567)
Return of deposits for interest rate swap	21,880	17,800
Payments on settlement of interest rate swap	(5,148)	(5,148)
Receipts from settlement of interest rate swap	221	352
Proceeds from sale of equity securities	0	6,303
Cash provided from (used in) investing activities	98,783	(25,704)
Cash flows from financing activities:
Net (repayments) borrowings under revolving credit facility	(75,000)	116,000
Repayment of 7.125% senior notes	0	(150,000)
Repayment of Foundry Park I mortgage loan	0	(63,544)
Net borrowings (repayments) under lines of credit	3,088	(1,781)
Dividends paid	(35,914)	(30,171)
Debt issuance costs	(1,145)	(2,369)
Repurchases of common stock	(41,156)	0
Cash provided from (used in) financing activities	(150,127)	(131,865)
Effect of foreign exchange on cash and cash equivalents	1,081	1,577
Increase in cash and cash equivalents	158,136	29,337
Cash and cash equivalents at end of period	$ 247,265	$ 79,707

[1] In March 2012, we entered into a $650 million five-year unsecured revolving credit facility which replaced our previous $300 million unsecured revolving credit facility. During 2012, we used a portion of the $650 million revolving credit facility to fund the early redemption of all of our then outstanding 7.125% senior notes (7.125% senior notes), as well as to repay the outstanding principal amount on the mortgage loan. As a result, we recognized a loss on early extinguishment of debt of $9.9 million during the nine months ended September 30, 2012. The loss represents accelerated amortization of financing fees associated with the prior revolving credit facility, the 7.125% senior notes, and the mortgage loan, as well as costs associated with redeeming the 7.125% senior notes prior to maturity. Of the loss on early extinguishment of debt, $0.8 million for the nine months ended September 30, 2012 is included as a component of income from operations of discontinued business, net of tax.

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Asset Retirement Obligations (Activity Associated With Asset Retirement Obligations) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Asset Retirement Obligations, Roll Forward Analysis [Roll Forward]
Asset retirement obligations, January 1	$ 2,800	$ 3,297
Accretion expense	85	120
Liabilities settled	(475)	(489)
Changes in expected cash flows and timing	272	296
Asset retirement obligations, September 30	$ 2,682	$ 3,224

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Consolidated Revenue by Segment

Consolidated Revenue by Segment

	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands)	2013		2012		2013		2012
Petroleum additives
Lubricant additives	$	461,936	$	433,074	$	1,389,720	$	1,347,824
Fuel additives	115,660		114,587		327,615		341,770
Total	577,596		547,661		1,717,335		1,689,594
All other	2,859		3,526		6,649		8,962
Consolidated revenue	$	580,455	$	551,187	$	1,723,984	$	1,698,556

Segment Operating Profit

Segment Operating Profit

	Third Quarter Ended September 30,						Nine Months Ended September 30,
(in thousands)	2013			2012			2013			2012
Petroleum additives	$	95,491		$	96,350		$	295,309		$	300,436
All other	(1,614		)	1,768			(1,832		)	5,067
Segment operating profit	93,877			98,118			293,477			305,503
Corporate, general, and administrative expenses	(6,850		)	(5,000		)	(17,255		)	(16,003		)
Interest and financing expenses, net	(4,259		)	(1,304		)	(13,614		)	(6,445		)
Gain (loss) on interest rate swap agreement (a)	(659		)	(1,659		)	5,116			(5,650		)
Loss on early extinguishment of debt (b)	0			0			0			(9,092		)
Other income, net	91			1,588			765			2,764
Income from continuing operations before income tax expense	$	82,200		$	91,743		$	268,489		$	271,077

(a) The gain (loss) on interest rate swap agreement represents the change, since the beginning of the reporting period, in the fair value of an interest rate swap which we entered into on June 25, 2009. We are not using hedge accounting to record the interest rate swap, and accordingly, any change in the fair value is immediately recognized in earnings.

(b) In March 2012, we entered into a $650 millionfive-year unsecured revolving credit facility which replaced our previous $300 million unsecured revolving credit facility. During 2012, we used a portion of the $650 million revolving credit facility to fund the early redemption of all of our then outstanding 7.125% senior notes (7.125% senior notes), as well as to repay the outstanding principal amount on the mortgage loan. As a result, we recognized a loss on early extinguishment of debt of $9.9 million during the nine months ended September 30, 2012. The loss represents accelerated amortization of financing fees associated with the prior revolving credit facility, the 7.125% senior notes, and the mortgage loan, as well as costs associated with redeeming the 7.125% senior notes prior to maturity. Of the loss on early extinguishment of debt, $0.8 million for the nine months ended September 30, 2012 is included as a component of income from operations of discontinued business, net of tax.

Segment Depreciation and Amortization

Segment Depreciation and Amortization

	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands)	2013		2012		2013		2012
Petroleum additives	$	9,347	$	8,993	$	29,219	$	27,097
All other and corporate (a)	695		1,836		6,707		5,352
Total depreciation and amortization	$	10,042	$	10,829	$	35,926	$	32,449

(a) This amount includes depreciation and amortization expense of Foundry Park I, which was $1.3 million for the third quarter ended September 30, 2012, $4.7 million for the nine months ended September 30, 2013, and $3.4 million for the nine months ended September 30, 2012. These amounts are included in Income from operations of discontinued business, net of tax in the Consolidated Statements of Income.

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Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2013

Long-term Debt and Capital Lease Obligations [Abstract]

Schedule Of Long-Term Debt

(in thousands)	September 30, 2013			December 31, 2012
Senior notes - 4.10% due 2022	$	349,452		$	349,407
Revolving credit facility	0			75,000
Lines of credit	7,470			4,382
	356,922			428,789
Current maturities of long-term debt	(7,470		)	(4,382		)
	$	349,452		$	424,407

Schedule Of Unused Portion Of Revolving Credit Facility

The following table provides information related to the unused portion of our revolving credit facility in effect at September 30, 2013 and December 31, 2012:

(in millions)	September 30, 2013		December 31, 2012
Maximum borrowing capacity under the revolving credit facility	$	650.0	$	650.0
Outstanding borrowings under the revolving credit facility	0.0		75.0
Outstanding letters of credit	3.1		3.1
Unused portion of revolving credit facility	$	646.9	$	571.9

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Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 2013

Consolidating Financial Information [Abstract]

Schedule Of Consolidating Statements Of Income And Comprehensive Income

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Third Quarter Ended September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	226,276		$	354,179	$	0		$	580,455
Cost of goods sold	0			118,699			297,933		0			416,632
Gross profit	0			107,577			56,246		0			163,823
Selling, general, and administrative expenses	1,901			24,914			14,071		0			40,886
Research, development, and testing expenses	0			25,450			10,415		0			35,865
Operating (loss) profit	(1,901		)	57,213			31,760		0			87,072
Interest and financing expenses, net	4,389			(981		)	851		0			4,259
Other (expense) income, net	(650		)	(10		)	47		0			(613		)
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(6,940		)	58,184			30,956		0			82,200
Income tax (benefit) expense	(3,033		)	19,664			8,548		0			25,179
Equity income of subsidiaries	82,803			0			0		(82,803		)	0
Income from continuing operations	78,896			38,520			22,408		(82,803		)	57,021
Discontinued operations:
Gain on sale of discontinued business, net of tax	0			0			21,855		0			21,855
Income from operations of discontinued business, net of tax	0			0			20		0			20
Net income	78,896			38,520			44,283		(82,803		)	78,896
Other comprehensive income (loss)	19,613			4,098			11,831		(15,929		)	19,613
Comprehensive income	$	98,509		$	42,618		$	56,114	$	(98,732	)	$	98,509

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Third Quarter Ended September 30, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	222,051		$	329,136	$	0		$	551,187
Cost of goods sold	0			104,840			286,078		0			390,918
Gross profit	0			117,211			43,058		0			160,269
Selling, general, and administrative expenses	1,813			28,653			6,629		0			37,095
Research, development, and testing expenses	0			22,212			7,996		0			30,208
Operating (loss) profit	(1,813		)	66,346			28,433		0			92,966
Interest and financing expenses, net	1,294			(1,539		)	1,549		0			1,304
Other (expense) income, net	(1,648		)	1,621			108		0			81
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(4,755		)	69,506			26,992		0			91,743
Income tax (benefit) expense	(1,281		)	22,044			7,157		0			27,920
Equity income of subsidiaries	68,189			0			0		(68,189		)	0
Income from continuing operations	64,715			47,462			19,835		(68,189		)	63,823
Income from operations of discontinued business, net of tax	0			0			892		0			892
Net income	64,715			47,462			20,727		(68,189		)	64,715
Other comprehensive income (loss)	12,006			2,166			10,573		(12,739		)	12,006
Comprehensive income	$	76,721		$	49,628		$	31,300	$	(80,928	)	$	76,721

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Nine Months Ended September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	680,296		$	1,043,688		$	0		$	1,723,984
Cost of goods sold	0			352,844			869,482			0			1,222,326
Gross profit	0			327,452			174,206			0			501,658
Selling, general, and administrative expenses	5,365			68,049			48,334			0			121,748
Research, development, and testing expenses	0			71,507			31,808			0			103,315
Operating (loss) profit	(5,365		)	187,896			94,064			0			276,595
Interest and financing expenses, net	13,948			(2,991		)	2,657			0			13,614
Other income (expense), net	5,169			(16		)	355			0			5,508
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(14,144		)	190,871			91,762			0			268,489
Income tax (benefit) expense	(5,805		)	61,460			24,488			0			80,143
Equity income of subsidiaries	219,080			0			0			(219,080		)	0
Income from continuing operations	210,741			129,411			67,274			(219,080		)	188,346
Discontinued operations:
Gain on sale of discontinued business, net of tax	0			0			21,855			0			21,855
Income from operations of discontinued business, net of tax	0			0			540			0			540
Net income	210,741			129,411			89,669			(219,080		)	210,741
Other comprehensive income (loss)	2,307			993			(4,016		)	3,023			2,307
Comprehensive income	$	213,048		$	130,404		$	85,653		$	(216,057	)	$	213,048

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Nine Months Ended September 30, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	693,946		$	1,004,610	$	0		$	1,698,556
Cost of goods sold	0			336,076			870,856		0			1,206,932
Gross profit	0			357,870			133,754		0			491,624
Selling, general, and administrative expenses	4,609			85,613			24,479		0			114,701
Research, development, and testing expenses	0			64,875			21,694		0			86,569
Operating (loss) profit	(4,609		)	207,382			87,581		0			290,354
Interest and financing expenses, net	6,459			(3,557		)	3,543		0			6,445
Loss on early extinguishment of debt	9,092			0			0		0			9,092
Other (expense) income, net	(5,604		)	1,640			224		0			(3,740		)
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(25,764		)	212,579			84,262		0			271,077
Income tax (benefit) expense	(9,918		)	74,694			21,268		0			86,044
Equity income of subsidiaries	202,376			0			0		(202,376		)	0
Income from continuing operations	186,530			137,885			62,994		(202,376		)	185,033
Income from operations of discontinued business, net of tax	0			0			1,497		0			1,497
Net income	186,530			137,885			64,491		(202,376		)	186,530
Other comprehensive income (loss)	10,995			3,297			7,276		(10,573		)	10,995
Comprehensive income	$	197,525		$	141,182		$	71,767	$	(212,949	)	$	197,525

Schedule of Consolidating Balance Sheets

NewMarket Corporation and Subsidiaries
Consolidating Balance Sheets
September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	11,036		$	102,039		$	134,190		$	0		$	247,265
Trade and other accounts receivable, net	4,735			107,732			213,736			(2,534		)	323,669
Amounts due from affiliated companies	49,012			147,994			62,881			(259,887		)	0
Inventories	0			117,593			195,180			0			312,773
Deferred income taxes	2,097			5,909			826			0			8,832
Prepaid expenses and other current assets	10,881			20,010			2,647			0			33,538
Total current assets	77,761			501,277			609,460			(262,421		)	926,077
Amounts due from affiliated companies	0			116,015			0			(116,015		)	0
Property, plant, and equipment, at cost	0			684,887			321,423			0			1,006,310
Less accumulated depreciation and amortization	0			550,551			173,420			0			723,971
Net property, plant, and equipment	0			134,336			148,003			0			282,339
Investment in consolidated subsidiaries	882,885			0			0			(882,885		)	0
Prepaid pension cost	0			1,284			16,087			0			17,371
Deferred income taxes	44,332			0			6,960			(1,242		)	50,050
Other assets and deferred charges	34,596			8,709			1,307			0			44,612
Intangibles (net of amortization) and goodwill	0			18,526			6,263			0			24,789
Total assets	$	1,039,574		$	780,147		$	788,080		$	(1,262,563	)	$	1,345,238
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	11		$	81,244		$	45,619		$	0		$	126,874
Accrued expenses	9,632			48,283			21,765			0			79,680
Dividends payable	10,740			0			0			0			10,740
Book overdraft	0			5,275			0			0			5,275
Amounts due to affiliated companies	11,572			144,325			103,990			(259,887		)	0
Long-term debt, current portion	0			0			7,470			0			7,470
Income taxes payable	2,113			0			33,798			(2,534		)	33,377
Total current liabilities	34,068			279,127			212,642			(262,421		)	263,416
Long-term debt	349,452			0			0			0			349,452
Amounts due to affiliated companies	0			8,025			107,990			(116,015		)	0
Other noncurrent liabilities	116,968			36,158			41,400			(1,242		)	193,284
Total liabilities	500,488			323,310			362,032			(379,678		)	806,152
Shareholders' equity:
Common stock and paid-in capital	0			260,776			126,661			(387,437		)	0
Accumulated other comprehensive loss	(108,382		)	(16,588		)	(43,627		)	60,215			(108,382		)
Retained earnings	647,468			212,649			343,014			(555,663		)	647,468
Total shareholders' equity	539,086			456,837			426,048			(882,885		)	539,086
Total liabilities and shareholders' equity	$	1,039,574		$	780,147		$	788,080		$	(1,262,563	)	$	1,345,238

NewMarket Corporation and Subsidiaries
Consolidating Balance Sheets
December 31, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	5,001		$	3,956		$	80,172		$	0		$	89,129
Trade and other accounts receivable, net	4,347			113,131			179,577			0			297,055
Amounts due from affiliated companies	0			142,125			97,784			(239,909		)	0
Inventories	0			117,638			205,036			0			322,674
Deferred income taxes	2,555			5,062			835			0			8,452
Prepaid expenses and other current assets	65			16,248			1,872			0			18,185
Total current assets	11,968			398,160			565,276			(239,909		)	735,495
Amounts due from affiliated companies	58,935			107,236			0			(166,171		)	0
Property, plant, and equipment, at cost	0			664,912			406,055			0			1,070,967
Less accumulated depreciation and amortization	0			536,700			175,896			0			712,596
Net property, plant, and equipment	0			128,212			230,159			0			358,371
Investment in consolidated subsidiaries	866,676			0			0			(866,676		)	0
Prepaid pension cost	0			0			12,710			0			12,710
Deferred income taxes	53,057			0			6,477			(4,411		)	55,123
Other assets and deferred charges	46,286			15,670			10,051			0			72,007
Intangibles (net of amortization) and goodwill	0			23,785			6,757			0			30,542
Total assets	$	1,036,922		$	673,063		$	831,430		$	(1,277,167	)	$	1,264,248
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	206		$	75,239		$	43,853		$	0		$	119,298
Accrued expenses	8,366			50,763			19,932			0			79,061
Book overdraft	0			3,906			0			0			3,906
Amounts due to affiliated companies	63,021			93,330			83,558			(239,909		)	0
Long-term debt, current portion	0			0			4,382			0			4,382
Income taxes payable	0			1,214			8,810			0			10,024
Total current liabilities	71,593			224,452			160,535			(239,909		)	216,671
Long-term debt	424,407			0			0			0			424,407
Amounts due to affiliated companies	0			0			166,171			(166,171		)	0
Other noncurrent liabilities	138,717			44,755			41,904			(4,411		)	220,965
Total liabilities	634,717			269,207			368,610			(410,491		)	862,043
Shareholders' equity:
Common stock and paid-in capital	721			260,840			217,407			(478,247		)	721
Accumulated other comprehensive loss	(110,689		)	(17,578		)	(39,612		)	57,190			(110,689		)
Retained earnings	512,173			160,594			285,025			(445,619		)	512,173
Total shareholders' equity	402,205			403,856			462,820			(866,676		)	402,205
Total liabilities and shareholders' equity	$	1,036,922		$	673,063		$	831,430		$	(1,277,167	)	$	1,264,248

Schedule Of Condensed Consolidating Statements Of Cash Flows

NewMarket Corporation and Subsidiaries
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from (used in) operating activities	$	94,779		$	47,128		$	70,513		$	(4,021	)	$	208,399
Cash flows from investing activities:
Capital expenditures	0			(22,476		)	(24,687		)	0			(47,163		)
Proceeds from sale of discontinued business	0			0			140,011			0			140,011
Deposits for interest rate swap	(11,018		)	0			0			0			(11,018		)
Return of deposits for interest rate swap	21,880			0			0			0			21,880
Payments on settlement of interest rate swap	(5,148		)	0			0			0			(5,148		)
Receipts from settlement of interest rate swap	221			0			0			0			221
Return of investment in subsidiary	45,174			0			0			(45,174		)	0
Cash provided from (used in) investing activities	51,109			(22,476		)	115,324			(45,174		)	98,783
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	(75,000		)	0			0			0			(75,000		)
Net borrowings (repayments) under lines of credit	0			0			3,088			0			3,088
Dividends paid	(35,914		)	(86,585		)	(77,979		)	164,564			(35,914		)
Debt issuance costs	(1,145		)	0			0			0			(1,145		)
Repurchases of common stock	(41,156		)	0			0			0			(41,156		)
Issuance of intercompany note payable, net	0			(14,328		)	14,328			0			0
Repayment of intercompany note payable, net	58,935			13,402			(72,337		)	0			0
Financing from affiliated companies	(45,573		)	160,942			0			(115,369		)	0
Cash provided from (used in) financing activities	(139,853		)	73,431			(132,900		)	49,195			(150,127		)
Effect of foreign exchange on cash and cash equivalents	0			0			1,081			0			1,081
Increase in cash and cash equivalents	6,035			98,083			54,018			0			158,136
Cash and cash equivalents at beginning of year	5,001			3,956			80,172			0			89,129
Cash and cash equivalents at end of period	$	11,036		$	102,039		$	134,190		$	0		$	247,265

NewMarket Corporation and Subsidiaries
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from (used in) operating activities	$	301,598		$	129,885		$	34,514		$	(280,668	)	$	185,329
Cash flows from investing activities:
Capital expenditures	0			(16,784		)	(8,660		)	0			(25,444		)
Deposits for interest rate swap	(19,567		)	0			0			0			(19,567		)
Return of deposits for interest rate swap	17,800			0			0			0			17,800
Payments on settlement of interest rate swap	(5,148		)	0			0			0			(5,148		)
Receipts from settlement of interest rate swap	352			0			0			0			352
Proceeds from sale of equity securities	0			6,303			0			0			6,303
Cash provided from (used in) investing activities	(6,563		)	(10,481		)	(8,660		)	0			(25,704		)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	116,000			0			0			0			116,000
Repayment of 7.125% senior notes	(150,000		)	0			0			0			(150,000		)
Repayment of Foundry Park I mortgage loan	0			0			(63,544		)	0			(63,544		)
Net borrowings (repayments) under lines of credit	0			0			(1,781		)	0			(1,781		)
Dividends paid	(30,171		)	(344,584		)	(7,723		)	352,307			(30,171		)
Debt issuance costs	(2,369		)	0			0			0			(2,369		)
Issuance of intercompany note payable, net	(65,500		)	0			65,500			0			0
Repayment of intercompany note payable, net	4,400			0			(4,400		)	0			0
Financing from affiliated companies	(162,411		)	234,050			0			(71,639		)	0
Cash provided from (used in) financing activities	(290,051		)	(110,534		)	(11,948		)	280,668			(131,865		)
Effect of foreign exchange on cash and cash equivalents	0			0			1,577			0			1,577
Increase in cash and cash equivalents	4,984			8,870			15,483			0			29,337
Cash and cash equivalents at beginning of year	17			3,459			46,894			0			50,370
Cash and cash equivalents at end of period	$	5,001		$	12,329		$	62,377		$	0		$	79,707

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Contractual Commitments and Contingencies (Letters Of Credit And Guarantees) (Details) (USD $)		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013 Minimum [Member]	Sep. 30, 2013 Maximum [Member]	Sep. 30, 2013 Revolving Credit Facility [Member]	Dec. 31, 2012 Revolving Credit Facility [Member]	Mar. 14, 2012 Revolving Credit Facility [Member]	Dec. 31, 2011 Revolving Credit Facility [Member]	Sep. 30, 2013 Letters of Credit [Member] Revolving Credit Facility [Member]	Sep. 30, 2013 Foreign Lines of Credit [Member]
Lettters Of Credit And Guarantees [Line Items]
Outstanding guarantees	$ 17,000,000
Outstanding letters of credit				3,100,000	3,100,000
Maximum borrowing capacity under the revolving credit facility				650,000,000	650,000,000.0	650,000,000	300,000,000	100,000,000
Maximum potential amount of future payments under all other guarantees not secured by letters of credit	21,000,000
Draws on line of credit									$ 7,500,000
Letters of credit and certain guarantees, expiration date		2013	2021

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Intangibles (Net of Amortization) and Goodwill (Schedule Of Amortization Expense And Estimated Annual Amortization Expense Related To Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1.9	$ 1.9	$ 5.6	$ 5.6
2013	1.5		1.5
2014	6.2		6.2
2015	5.8		5.8
2016	1.9		1.9
2017	0.7		0.7
2018	$ 0.7		$ 0.7

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Pension Plans and Other Postretirement Benefits (Cash Contributions Made And Expected Remaining Contributions For Domestic And Foreign Pension And Postretirement Benefit Plans) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended		1 Months Ended	9 Months Ended	1 Months Ended	9 Months Ended	1 Months Ended	9 Months Ended	1 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Oct. 31, 2013 Domestic Pension Benefits [Member]	Sep. 30, 2013 Domestic Pension Benefits [Member]	Oct. 31, 2013 Domestic Postretirement Benefits [Member]	Sep. 30, 2013 Domestic Postretirement Benefits [Member]	Oct. 31, 2013 Foreign Pension Benefits [Member]	Sep. 30, 2013 Foreign Pension Benefits [Member]	Oct. 31, 2013 Foreign Postretirement Benefits [Member]	Sep. 30, 2013 Foreign Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Actual Cash Contributions, Pension benefits	$ 24,065	$ 22,541		$ 18,077				$ 5,988
Actual Cash Contributions, Postretirement benefits	1,382	1,549				1,217				165
Expected Remaining Cash Contributions			$ 4,692		$ 406		$ 1,650		$ 54

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Consolidated Statements Of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Statement of Comprehensive Income [Abstract]
Net income	$ 78,896		$ 64,715		$ 210,741		$ 186,530
Pension plans and other postretirement benefits:
Amortization of prior service (credit) cost included in net periodic benefit cost, net of income tax expense of $1 in third quarter 2013, $13 in third quarter 2012, $4 in nine months 2013, and $34 in nine months 2012	(3)	[1]	10	[1]	2	[1]	21	[1]
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $2,036 in third quarter 2013, $(989) in third quarter 2012, $2,131 in nine months 2013 and $(989) in third quarter 2012	3,225		(1,550)		3,510		(1,550)
Amortization of actuarial net loss included in net periodic benefit cost, net of income tax expense of $705 in third quarter 2013, $603 in third quarter 2012, $2,293 in nine months 2013, and $1,723 in nine months 2012	1,237	[1]	1,045	[1]	3,962	[1]	3,069	[1]
Settlements and curtailments, net of income tax expense of $126 in nine months 2013	0	[1]	0	[1]	378	[1]	0	[1]
Amortization of transition obligation included in net periodic benefit cost, net of income tax expense of $3 in third quarter 2013, $3 in third quarter 2012, $9 in nine months 2013, and $10 in nine months 2012	7	[1]	11	[1]	26	[1]	30	[1]
Total pension plans and other postretirement benefits	4,466		(484)		7,878		1,570
Derivative instruments:
Unrealized loss on derivative instruments, net of income tax benefit of $210 in nine months 2012	0		0		0		(330)
Reclassification adjustments for losses on derivative instruments included in net income, net of income tax expense of $1,545 in third quarter 2013, $135 in third quarter 2012, $2,622 in nine months 2013, and $433 in nine months 2012	2,481		213		4,173		680
Total derivative instruments	2,481		213		4,173		350
Foreign currency translation adjustments, net of income tax expense (benefit) of $85 in third quarter 2013, $1,837 in third quarter 2012, $(1,673) in nine months 2013, and $230 in nine months 2012	12,666		12,818		(9,744)		9,439
Marketable securities:
Unrealized gain on marketable securities, net of income tax expense of $310 in third quarter 2012 and $419 in nine months 2012	0		499		0		676
Reclassification adjustments for gain on marketable securities included in net income, net of income tax benefit of $644 in third quarter and nine months 2012	0		(1,040)		0		(1,040)
Total marketable securities	0		(541)		0		(364)
Other comprehensive income (loss)	19,613		12,006		2,307		10,995
Comprehensive income	$ 98,509		$ 76,721		$ 213,048		$ 197,525

[1] (a) These components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 5 in this Form 10-Q and Note 19 in our 2012 Annual Report for further information.

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Pension Plans and Other Postretirement Benefits

9 Months Ended

Sep. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Pension Plans and Other Postretirement Benefits

Pension Plans and Other Postretirement Benefits

The table below shows cash contributions made during the nine months ended September 30, 2013, as well as the remaining cash contributions we expect to make during the year endingDecember 31, 2013 for both our domestic and foreign pension plans and postretirement benefit plans.

(in thousands)	Actual Cash Contributions for Nine Months Ended September 30, 2013		Expected Remaining Cash Contributions for Year Ending December 31, 2013
Domestic plans
Pension benefits	$	18,077	$	4,692
Postretirement benefits	1,217		406
Foreign plans
Pension benefits	5,988		1,650
Postretirement benefits	165		54

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

	Domestic
	Pension Benefits						Postretirement Benefits
	Third Quarter Ended September 30,
(in thousands)	2013			2012			2013			2012
Service cost	$	2,967		$	2,286		$	600		$	370
Interest cost	2,396			2,446			513			710
Expected return on plan assets	(3,655		)	(3,346		)	(362		)	(373		)
Amortization of prior service cost	3			53			2			2
Amortization of actuarial net loss (gain)	1,711			1,414			(138		)	(50		)
Net periodic benefit cost	$	3,422		$	2,853		$	615		$	659

	Domestic
	Pension Benefits						Postretirement Benefits
	Nine Months Ended September 30,
(in thousands)	2013			2012			2013			2012
Service cost	$	8,294		$	6,600		$	1,598		$	1,414
Interest cost	7,163			7,187			1,876			2,289
Expected return on plan assets	(10,889		)	(9,948		)	(1,090		)	(1,119		)
Amortization of prior service cost	11			158			7			7
Amortization of actuarial net loss (gain)	5,313			3,998			(138		)	(50		)
Net periodic benefit cost	$	9,892		$	7,995		$	2,253		$	2,541

	Foreign
	Pension Benefits						Postretirement Benefits
	Third Quarter Ended September 30,
(in thousands)	2013			2012			2013		2012
Service cost	$	1,271		$	1,157		$	5	$	7
Interest cost	1,330			1,310			25		28
Expected return on plan assets	(1,712		)	(1,491		)	0		0
Amortization of prior service credit	(7		)	(31		)	0		0
Amortization of transition obligation	0			0			9		13
Amortization of actuarial net loss	359			272			7		7
Settlements and curtailments	0			(251		)	0		0
Net periodic benefit cost	$	1,241		$	966		$	46	$	55

	Foreign
	Pension Benefits						Postretirement Benefits
	Nine Months Ended September 30,
(in thousands)	2013			2012			2013		2012
Service cost	$	3,946		$	3,509		$	21	$	21
Interest cost	4,011			3,992			78		83
Expected return on plan assets	(5,127		)	(4,523		)	0		0
Amortization of prior service credit	(11		)	(108		)	0		0
Amortization of transition obligation	0			0			35		39
Amortization of actuarial net loss	1,059			825			27		23
Settlements and curtailments	133			(251		)	71		0
Net periodic benefit cost	$	4,011		$	3,444		$	232	$	166

The curtailment loss for the nine months ended September 30, 2013 in the table above reflects the workforce reduction at our Ethyl Canada facility as a result of the decision to discontinue the production of a fuel additive at this facility. The settlement gain for the third quarter and nine months ended September 30, 2012 in the tables above reflects the completion of a partial wind-up of our Canadian salaried pension plan.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 247,265	$ 89,129
Trade and other accounts receivable, less allowance for doubtful accounts ($481 in 2013 and $319 in 2012)	323,669	297,055
Inventories:
Finished goods and work-in-process	255,626	265,017
Raw materials	48,834	48,881
Stores, supplies, and other	8,313	8,776
Inventories, total	312,773	322,674
Deferred income taxes	8,832	8,452
Prepaid expenses and other current assets	33,538	18,185
Total current assets	926,077	735,495
Property, plant, and equipment, at cost	1,006,310	1,070,967
Less accumulated depreciation and amortization	723,971	712,596
Net property, plant, and equipment	282,339	358,371
Prepaid pension cost	17,371	12,710
Deferred income taxes	50,050	55,123
Other assets and deferred charges	44,612	72,007
Intangibles (net of amortization) and goodwill	24,789	30,542
Total assets	1,345,238	1,264,248
Current liabilities:
Accounts payable	126,874	119,298
Accrued expenses	79,680	79,061
Dividends payable	10,740	0
Book overdraft	5,275	3,906
Long-term debt, current portion	7,470	4,382
Income taxes payable	33,377	10,024
Total current liabilities	263,416	216,671
Long-term debt	349,452	424,407
Other noncurrent liabilities	193,284	220,965
Total liabilities	806,152	862,043
Commitments and contingencies
Shareholders’ equity:
Common stock and paid-in capital (without par value; authorized shares - 80,000,000; issued and outstanding shares - 13,260,406 at September 30, 2013 and 13,417,877 at December 31, 2012)	0	721
Accumulated other comprehensive loss	(108,382)	(110,689)
Retained earnings	647,468	512,173
Total shareholders' equity	539,086	402,205
Total liabilities and shareholders’ equity	$ 1,345,238	$ 1,264,248

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Derivatives and Hedging Activities (Effect Of Derivative Instruments On The Consolidated Statements Of Income Designated Cash Flow Hedges) (Details) (Interest Rate Swap [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Construction Loan Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	$ 0	$ 0	$ 0	$ 0
Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	0	0	0	0
Construction Loan Interest Rate Swap [Member] | Discontinued Operations [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(4,026)	(21)	(4,068)	(64)
Mortgage Loan Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)	0	0	0	(540)
Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	0	0	0	0
Mortgage Loan Interest Rate Swap [Member] | Discontinued Operations [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ 0	$ (327)	$ (2,727)	$ (1,049)

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Consolidated Statements Of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Income Statement [Abstract]
Net sales	$ 580,455		$ 551,187		$ 1,723,984		$ 1,698,556
Cost of goods sold	416,632		390,918		1,222,326		1,206,932
Gross profit	163,823		160,269		501,658		491,624
Selling, general, and administrative expenses	40,886		37,095		121,748		114,701
Research, development, and testing expenses	35,865		30,208		103,315		86,569
Operating (loss) profit	87,072		92,966		276,595		290,354
Interest and financing expenses, net	4,259		1,304		13,614		6,445
Loss on early extinguishment of debt	0	[1]	0	[1]	0	[1]	9,092	[1]
Other (expense) income, net	(613)		81		5,508		(3,740)
Income from continuing operations before income tax expense	82,200		91,743		268,489		271,077
Income tax expense	25,179		27,920		80,143		86,044
Income from continuing operations	57,021		63,823		188,346		185,033
Discontinued operations:
Gain on sale of discontinued business, net of tax	21,855		0		21,855		0
Income from operations of discontinued business, net of tax	20		892		540		1,497
Net income	$ 78,896		$ 64,715		$ 210,741		$ 186,530
Earnings per share - basic and diluted:
Income from continuing operations (in dollars per share)	$ 4.29		$ 4.76		$ 14.13		$ 13.80
Income from discontinued operations, net of tax (in dollars per share)	$ 1.65		$ 0.07		$ 1.68		$ 0.11
Net income (in dollars per share)	$ 5.94		$ 4.83		$ 15.81		$ 13.91
Cash dividends declared per common share (in dollars per share)	$ 0.90		$ 0.75		$ 2.70		$ 2.25

[1] In March 2012, we entered into a $650 million five-year unsecured revolving credit facility which replaced our previous $300 million unsecured revolving credit facility. During 2012, we used a portion of the $650 million revolving credit facility to fund the early redemption of all of our then outstanding 7.125% senior notes (7.125% senior notes), as well as to repay the outstanding principal amount on the mortgage loan. As a result, we recognized a loss on early extinguishment of debt of $9.9 million during the nine months ended September 30, 2012. The loss represents accelerated amortization of financing fees associated with the prior revolving credit facility, the 7.125% senior notes, and the mortgage loan, as well as costs associated with redeeming the 7.125% senior notes prior to maturity. Of the loss on early extinguishment of debt, $0.8 million for the nine months ended September 30, 2012 is included as a component of income from operations of discontinued business, net of tax.

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Long-term Debt (Narrative) (Details) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Average interest rate during the period	2.16%	1.84%
4.10% Senior Notes [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Principal amount of debt	$ 350,000,000
Senior notes, interest rate	4.10%
Debt instrument, maturity date	2022

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Pension Plans and Other Postretirement Benefits (Tables)

9 Months Ended

Sep. 30, 2013

Defined Benefit Plan Disclosure [Line Items]

Cash Contributions Made And Expected Remaining Contributions For Domestic And Foreign Pension And Postretirement Benefit Plans

The table below shows cash contributions made during the nine months ended September 30, 2013, as well as the remaining cash contributions we expect to make during the year endingDecember 31, 2013 for both our domestic and foreign pension plans and postretirement benefit plans.

(in thousands)	Actual Cash Contributions for Nine Months Ended September 30, 2013		Expected Remaining Cash Contributions for Year Ending December 31, 2013
Domestic plans
Pension benefits	$	18,077	$	4,692
Postretirement benefits	1,217		406
Foreign plans
Pension benefits	5,988		1,650
Postretirement benefits	165		54

Domestic [Member]

Defined Benefit Plan Disclosure [Line Items]

Net Periodic Benefit Cost For Pension And Postretirement Benefit Plans

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

	Domestic
	Pension Benefits						Postretirement Benefits
	Third Quarter Ended September 30,
(in thousands)	2013			2012			2013			2012
Service cost	$	2,967		$	2,286		$	600		$	370
Interest cost	2,396			2,446			513			710
Expected return on plan assets	(3,655		)	(3,346		)	(362		)	(373		)
Amortization of prior service cost	3			53			2			2
Amortization of actuarial net loss (gain)	1,711			1,414			(138		)	(50		)
Net periodic benefit cost	$	3,422		$	2,853		$	615		$	659

	Domestic
	Pension Benefits						Postretirement Benefits
	Nine Months Ended September 30,
(in thousands)	2013			2012			2013			2012
Service cost	$	8,294		$	6,600		$	1,598		$	1,414
Interest cost	7,163			7,187			1,876			2,289
Expected return on plan assets	(10,889		)	(9,948		)	(1,090		)	(1,119		)
Amortization of prior service cost	11			158			7			7
Amortization of actuarial net loss (gain)	5,313			3,998			(138		)	(50		)
Net periodic benefit cost	$	9,892		$	7,995		$	2,253		$	2,541

Foreign [Member]

Defined Benefit Plan Disclosure [Line Items]

Net Periodic Benefit Cost For Pension And Postretirement Benefit Plans

	Foreign
	Pension Benefits						Postretirement Benefits
	Third Quarter Ended September 30,
(in thousands)	2013			2012			2013		2012
Service cost	$	1,271		$	1,157		$	5	$	7
Interest cost	1,330			1,310			25		28
Expected return on plan assets	(1,712		)	(1,491		)	0		0
Amortization of prior service credit	(7		)	(31		)	0		0
Amortization of transition obligation	0			0			9		13
Amortization of actuarial net loss	359			272			7		7
Settlements and curtailments	0			(251		)	0		0
Net periodic benefit cost	$	1,241		$	966		$	46	$	55

	Foreign
	Pension Benefits						Postretirement Benefits
	Nine Months Ended September 30,
(in thousands)	2013			2012			2013		2012
Service cost	$	3,946		$	3,509		$	21	$	21
Interest cost	4,011			3,992			78		83
Expected return on plan assets	(5,127		)	(4,523		)	0		0
Amortization of prior service credit	(11		)	(108		)	0		0
Amortization of transition obligation	0			0			35		39
Amortization of actuarial net loss	1,059			825			27		23
Settlements and curtailments	133			(251		)	71		0
Net periodic benefit cost	$	4,011		$	3,444		$	232	$	166

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Derivatives and Hedging Activities (Policies)

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives offsetting fair value amounts policy

We have made an accounting policy election to not offset derivative fair value amounts with the fair value amounts for the right to reclaim cash collateral under our master netting arrangement.

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Segment Information (Segment Depreciation And Amortization) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Segment Information [Line Items]
Depreciation and amortization	$ 10,042		$ 10,829		$ 35,926		$ 32,449
Petroleum Additives [Member]
Segment Information [Line Items]
Depreciation and amortization	9,347		8,993		29,219		27,097
All Other and Corporate [Member]
Segment Information [Line Items]
Depreciation and amortization	695	[1]	1,836	[1]	6,707	[1]	5,352	[1]
Income from operations of discontinued business, net of tax [Member] | All Other and Corporate [Member]
Segment Information [Line Items]
Depreciation and amortization			$ 1,300		$ 4,700		$ 3,400

[1] This amount includes depreciation and amortization expense of Foundry Park I, which was $1.3 million for the third quarter ended September 30, 2012, $4.7 million for the nine months ended September 30, 2013, and $3.4 million for the nine months ended September 30, 2012. These amounts are included in Income from operations of discontinued business, net of tax in the Consolidated Statements of Income.

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Contractual Commitments and Contingencies (Environmental) (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Environmental Remediation [Member]
Site Contingency [Line Items]
Accrual, discounted	$ 20.0	$ 19.7
Dismantling And Decommissioning [Member]
Site Contingency [Line Items]
Accrual, discounted	0.4	0.5
Former TEL Plant Site, Louisiana [Member]
Site Contingency [Line Items]
Accrual, discounted	5.5	5.6
Accrual, undiscounted	6.8	6.9
2013 expected payments	0.3
2014 expected payments	0.8
2015 expected payments	0.8
2016 expected payments	0.6
2017 expected payments	0.5
Expected payments thereafter	3.8
Houston, Texas Plant Site [Member]
Site Contingency [Line Items]
Accrual, discounted	6.5	6.1
Accrual, undiscounted	10.0	9.3
2013 expected payments	0.5
2014 expected payments	0.3
2015 expected payments	0.2
2016 expected payments	0.2
2017 expected payments	0.2
Expected payments thereafter	8.6
Accrual for remediation of groundwater and soil	6.1	5.6
Houston, Texas Plant Site [Member] | Environmental Remediation [Member]
Site Contingency [Line Items]
Accrual, discounted	6.2	5.8
Superfund Site, Louisiana [Member]
Site Contingency [Line Items]
Accrual, discounted	3.4	3.2
Accrual, undiscounted	4.5	4.4
2013 expected payments	0
2014 expected payments	0.2
2015 expected payments	0.2
2016 expected payments	0.3
2017 expected payments	0.3
Expected payments thereafter	$ 3.5
Minimum [Member] | Former TEL Plant Site, Louisiana [Member]
Site Contingency [Line Items]
Approximate range of discount rates for accrual	3.00%	3.00%
Minimum [Member] | Houston, Texas Plant Site [Member]
Site Contingency [Line Items]
Approximate range of discount rates for accrual	3.00%	3.00%
Minimum [Member] | Superfund Site, Louisiana [Member]
Site Contingency [Line Items]
Approximate range of discount rates for accrual	2.00%	2.00%
Maximum [Member] | Former TEL Plant Site, Louisiana [Member]
Site Contingency [Line Items]
Approximate range of discount rates for accrual	4.00%	4.00%
Maximum [Member] | Houston, Texas Plant Site [Member]
Site Contingency [Line Items]
Approximate range of discount rates for accrual	9.00%	9.00%
Maximum [Member] | Superfund Site, Louisiana [Member]
Site Contingency [Line Items]
Approximate range of discount rates for accrual	4.00%	4.00%

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Consolidating Financial Information (Consolidating Statements of Income and Comprehensive Income) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended				12 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012		Dec. 31, 2012
Net sales	$ 580,455		$ 551,187		$ 1,723,984		$ 1,698,556
Cost of goods sold	416,632		390,918		1,222,326		1,206,932
Gross profit	163,823		160,269		501,658		491,624
Selling, general, and administrative expenses	40,886		37,095		121,748		114,701
Research, development, and testing expenses	35,865		30,208		103,315		86,569
Operating (loss) profit	87,072		92,966		276,595		290,354
Interest and financing expenses, net	4,259		1,304		13,614		6,445
Loss on early extinguishment of debt	0	[1]	0	[1]	0	[1]	9,092	[1]
Other income (expense), net	(613)		81		5,508		(3,740)
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	82,200		91,743		268,489		271,077
Income tax (benefit) expense	25,179		27,920		80,143		86,044
Equity income of subsidiaries	0		0		0		0
Income from continuing operations	57,021		63,823		188,346		185,033
Discontinued operations:
Gain on sale of discontinued business, net of tax	21,855		0		21,855		0
Income from operations of discontinued business, net of tax	20		892		540		1,497
Net income	78,896		64,715		210,741		186,530		239,593
Other comprehensive income (loss)	19,613		12,006		2,307		10,995		(11,957)
Comprehensive income	98,509		76,721		213,048		197,525
Parent Company [Member]
Net sales	0		0		0		0
Cost of goods sold	0		0		0		0
Gross profit	0		0		0		0
Selling, general, and administrative expenses	1,901		1,813		5,365		4,609
Research, development, and testing expenses	0		0		0		0
Operating (loss) profit	(1,901)		(1,813)		(5,365)		(4,609)
Interest and financing expenses, net	4,389		1,294		13,948		6,459
Loss on early extinguishment of debt							9,092
Other income (expense), net	(650)		(1,648)		5,169		(5,604)
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(6,940)		(4,755)		(14,144)		(25,764)
Income tax (benefit) expense	(3,033)		(1,281)		(5,805)		(9,918)
Equity income of subsidiaries	82,803		68,189		219,080		202,376
Income from continuing operations	78,896		64,715		210,741		186,530
Discontinued operations:
Gain on sale of discontinued business, net of tax	0				0
Income from operations of discontinued business, net of tax	0		0		0		0
Net income	78,896		64,715		210,741		186,530
Other comprehensive income (loss)	19,613		12,006		2,307		10,995
Comprehensive income	98,509		76,721		213,048		197,525
Guarantor Subsidiaries [Member]
Net sales	226,276		222,051		680,296		693,946
Cost of goods sold	118,699		104,840		352,844		336,076
Gross profit	107,577		117,211		327,452		357,870
Selling, general, and administrative expenses	24,914		28,653		68,049		85,613
Research, development, and testing expenses	25,450		22,212		71,507		64,875
Operating (loss) profit	57,213		66,346		187,896		207,382
Interest and financing expenses, net	(981)		(1,539)		(2,991)		(3,557)
Loss on early extinguishment of debt							0
Other income (expense), net	(10)		1,621		(16)		1,640
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	58,184		69,506		190,871		212,579
Income tax (benefit) expense	19,664		22,044		61,460		74,694
Equity income of subsidiaries	0		0		0		0
Income from continuing operations	38,520		47,462		129,411		137,885
Discontinued operations:
Gain on sale of discontinued business, net of tax	0				0
Income from operations of discontinued business, net of tax	0		0		0		0
Net income	38,520		47,462		129,411		137,885
Other comprehensive income (loss)	4,098		2,166		993		3,297
Comprehensive income	42,618		49,628		130,404		141,182
Non-Guarantor Subsidiaries [Member]
Net sales	354,179		329,136		1,043,688		1,004,610
Cost of goods sold	297,933		286,078		869,482		870,856
Gross profit	56,246		43,058		174,206		133,754
Selling, general, and administrative expenses	14,071		6,629		48,334		24,479
Research, development, and testing expenses	10,415		7,996		31,808		21,694
Operating (loss) profit	31,760		28,433		94,064		87,581
Interest and financing expenses, net	851		1,549		2,657		3,543
Loss on early extinguishment of debt							0
Other income (expense), net	47		108		355		224
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	30,956		26,992		91,762		84,262
Income tax (benefit) expense	8,548		7,157		24,488		21,268
Equity income of subsidiaries	0		0		0		0
Income from continuing operations	22,408		19,835		67,274		62,994
Discontinued operations:
Gain on sale of discontinued business, net of tax	21,855				21,855
Income from operations of discontinued business, net of tax	20		892		540		1,497
Net income	44,283		20,727		89,669		64,491
Other comprehensive income (loss)	11,831		10,573		(4,016)		7,276
Comprehensive income	56,114		31,300		85,653		71,767
Total Consolidating Adjustments [Member]
Net sales	0		0		0		0
Cost of goods sold	0		0		0		0
Gross profit	0		0		0		0
Selling, general, and administrative expenses	0		0		0		0
Research, development, and testing expenses	0		0		0		0
Operating (loss) profit	0		0		0		0
Interest and financing expenses, net	0		0		0		0
Loss on early extinguishment of debt							0
Other income (expense), net	0		0		0		0
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	0		0		0		0
Income tax (benefit) expense	0		0		0		0
Equity income of subsidiaries	(82,803)		(68,189)		(219,080)		(202,376)
Income from continuing operations	(82,803)		(68,189)		(219,080)		(202,376)
Discontinued operations:
Gain on sale of discontinued business, net of tax	0				0
Income from operations of discontinued business, net of tax	0		0		0		0
Net income	(82,803)		(68,189)		(219,080)		(202,376)
Other comprehensive income (loss)	(15,929)		(12,739)		3,023		(10,573)
Comprehensive income	$ (98,732)		$ (80,928)		$ (216,057)		$ (212,949)

[1] In March 2012, we entered into a $650 million five-year unsecured revolving credit facility which replaced our previous $300 million unsecured revolving credit facility. During 2012, we used a portion of the $650 million revolving credit facility to fund the early redemption of all of our then outstanding 7.125% senior notes (7.125% senior notes), as well as to repay the outstanding principal amount on the mortgage loan. As a result, we recognized a loss on early extinguishment of debt of $9.9 million during the nine months ended September 30, 2012. The loss represents accelerated amortization of financing fees associated with the prior revolving credit facility, the 7.125% senior notes, and the mortgage loan, as well as costs associated with redeeming the 7.125% senior notes prior to maturity. Of the loss on early extinguishment of debt, $0.8 million for the nine months ended September 30, 2012 is included as a component of income from operations of discontinued business, net of tax.

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Discontinued Operations (Narrative) (Details) (USD $)	3 Months Ended		9 Months Ended		3 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 Real Estate Assets Of Foundry Park I [Member]	Jul. 02, 2013 Real Estate Assets Of Foundry Park I [Member]
Discontinued Operations [Line Items]
Sales price of discontinued operation						$ 143,600,000
Gain on sale of real estate assets, before tax			35,770,000	0	35,800,000
Gain on sale of real estate assets, net of tax	$ 21,855,000	$ 0	$ 21,855,000	$ 0	$ 21,900,000

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Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2013

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Components of Accumulated Other Comprehensive Loss, Net of Tax

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			Derivative Instruments			Foreign Currency Translation Adjustments			Marketable Securities			Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2011	$	(76,416	)	$	(4,736	)	$	(17,944	)	$	364		$	(98,732	)
Other comprehensive income (loss) before reclassifications	(24,291		)	(330		)	7,567			676			(16,378		)
Amounts reclassified from accumulated other comprehensive loss	4,568			893			0			(1,040		)	4,421
Other comprehensive income (loss)	(19,723		)	563			7,567			(364		)	(11,957		)
Balance at December 31, 2012	(96,139		)	(4,173		)	(10,377		)	0			(110,689		)
Other comprehensive income (loss) before reclassifications	3,510			0			(9,744		)	0			(6,234		)
Amounts reclassified from accumulated other comprehensive loss	4,368			4,173			0			0			8,541
Other comprehensive income (loss)	7,878			4,173			(9,744		)	0			2,307
Balance at September 30, 2013	$	(88,261	)	$	0		$	(20,121	)	$	0		$	(108,382	)

Schedule of Amounts Reclassified Out of Each Component of Accumulated Other Comprehensive Loss

The following table illustrates the amounts, net of tax, reclassified out of each component of accumulated other comprehensive loss and their location within the respective line items on the Consolidated Statements of Income.

(in thousands)	Amount Reclassified from Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss Component	Third Quarter Ended September 30,						Nine Months Ended September 30,					Affected Line Item on the Consolidated Statements of Income
	2013			2012			2013		2012
Pension plans and other postretirement benefits:
Amortization of prior service (credit) cost	$	(3	)	$	10		$	2	$	21		(a)
Amortization of actuarial net loss	1,237			1,045			3,962		3,069			(a)
Settlements and curtailments	0			0			378		0			(a)
Amortization of transition obligation	7			11			26		30			(a)
Total pension plans and other postretirement benefits	1,241			1,066			4,368		3,120
Derivative instruments:
Amortization of mortgage loan interest rate swap	0			200			1,666		641			Income from operations of discontinued business, net of tax
Amortization of construction loan interest rate swap	2,481			13			2,507		39			Discontinued operations
Total derivative instruments	2,481			213			4,173		680
Marketable securities	0			(1,040		)	0		(1,040		)	Other (expense) income, net
Total reclassifications for the period	$	3,722		$	239		$	8,541	$	2,760

(a) These components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 5 in this Form 10-Q and Note 19 in our 2012 Annual Report for further information.

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

Assets And Liabilities Measured At Fair Value On A Recurring Basis

	Carrying Amount in Consolidated Balance Sheets				Fair Value Measurements Using
			Fair Value		Level 1		Level 2		Level 3
(in thousands)	September 30, 2013
Cash and cash equivalents	$	247,265	$	247,265	$	247,265	$	0	$	0
Cash deposit for collateralized interest rate swap	26,833		26,833		26,833		0		0
Interest rate swap liability	22,717		22,717		0		22,717		0
	December 31, 2012
Cash and cash equivalents	$	89,129	$	89,129	$	89,129	$	0	$	0
Cash deposit for collateralized interest rate swap	37,694		37,694		37,694		0		0
Interest rate swap liability	32,761		32,761		0		32,761		0

Estimated Fair Value Of Long-Term Debt

	September 30, 2013				December 31, 2012
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current maturities	$	356,922	$	356,021	$	428,789	$	436,777

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Segment Information

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Segment Information

Segment Information

The tables below show our consolidated segment results. The “All other” category includes the operations of the tetraethyl lead business, as well as certain contract manufacturing performed by Ethyl Corporation (Ethyl).

Consolidated Revenue by Segment

	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands)	2013		2012		2013		2012
Petroleum additives
Lubricant additives	$	461,936	$	433,074	$	1,389,720	$	1,347,824
Fuel additives	115,660		114,587		327,615		341,770
Total	577,596		547,661		1,717,335		1,689,594
All other	2,859		3,526		6,649		8,962
Consolidated revenue	$	580,455	$	551,187	$	1,723,984	$	1,698,556

Segment Operating Profit

	Third Quarter Ended September 30,						Nine Months Ended September 30,
(in thousands)	2013			2012			2013			2012
Petroleum additives	$	95,491		$	96,350		$	295,309		$	300,436
All other	(1,614		)	1,768			(1,832		)	5,067
Segment operating profit	93,877			98,118			293,477			305,503
Corporate, general, and administrative expenses	(6,850		)	(5,000		)	(17,255		)	(16,003		)
Interest and financing expenses, net	(4,259		)	(1,304		)	(13,614		)	(6,445		)
Gain (loss) on interest rate swap agreement (a)	(659		)	(1,659		)	5,116			(5,650		)
Loss on early extinguishment of debt (b)	0			0			0			(9,092		)
Other income, net	91			1,588			765			2,764
Income from continuing operations before income tax expense	$	82,200		$	91,743		$	268,489		$	271,077

(a) The gain (loss) on interest rate swap agreement represents the change, since the beginning of the reporting period, in the fair value of an interest rate swap which we entered into on June 25, 2009. We are not using hedge accounting to record the interest rate swap, and accordingly, any change in the fair value is immediately recognized in earnings.

(b) In March 2012, we entered into a $650 millionfive-year unsecured revolving credit facility which replaced our previous $300 million unsecured revolving credit facility. During 2012, we used a portion of the $650 million revolving credit facility to fund the early redemption of all of our then outstanding 7.125% senior notes (7.125% senior notes), as well as to repay the outstanding principal amount on the mortgage loan. As a result, we recognized a loss on early extinguishment of debt of $9.9 million during the nine months ended September 30, 2012. The loss represents accelerated amortization of financing fees associated with the prior revolving credit facility, the 7.125% senior notes, and the mortgage loan, as well as costs associated with redeeming the 7.125% senior notes prior to maturity. Of the loss on early extinguishment of debt, $0.8 million for the nine months ended September 30, 2012 is included as a component of income from operations of discontinued business, net of tax.

Segment Depreciation and Amortization

	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands)	2013		2012		2013		2012
Petroleum additives	$	9,347	$	8,993	$	29,219	$	27,097
All other and corporate (a)	695		1,836		6,707		5,352
Total depreciation and amortization	$	10,042	$	10,829	$	35,926	$	32,449

(a) This amount includes depreciation and amortization expense of Foundry Park I, which was $1.3 million for the third quarter ended September 30, 2012, $4.7 million for the nine months ended September 30, 2013, and $3.4 million for the nine months ended September 30, 2012. These amounts are included in Income from operations of discontinued business, net of tax in the Consolidated Statements of Income.

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Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
Fair Value Measurements [Line Items]
Cash and cash equivalents, Carrying Amount in Consolidated Balance Sheets	$ 247,265	$ 89,129	$ 79,707	$ 50,370
Goldman Sachs [Member]
Fair Value Measurements [Line Items]
Cash deposit for collateralized interest rate swap, Carrying Amount in Consolidated Balance Sheets	26,833	37,694
Carrying Amount in Consolidated Balance Sheets [Member]
Fair Value Measurements [Line Items]
Cash and cash equivalents, Carrying Amount in Consolidated Balance Sheets	247,265	89,129
Interest rate swap liability, Carrying Amount in Consolidated Balance Sheets	22,717	32,761
Fair Value [Member]
Fair Value Measurements [Line Items]
Cash and cash equivalents, Fair Value	247,265	89,129
Interest rate swap liability, Fair Value	22,717	32,761
Fair Value [Member] | Goldman Sachs [Member]
Fair Value Measurements [Line Items]
Cash deposit for collateralized interest rate swap, Fair Value	26,833	37,694
Fair Value, Level 1 [Member]
Fair Value Measurements [Line Items]
Cash and cash equivalents, Fair Value	247,265	89,129
Interest rate swap liability, Fair Value	0	0
Fair Value, Level 1 [Member] | Goldman Sachs [Member]
Fair Value Measurements [Line Items]
Cash deposit for collateralized interest rate swap, Fair Value	26,833	37,694
Fair Value, Level 2 [Member]
Fair Value Measurements [Line Items]
Cash and cash equivalents, Fair Value	0	0
Interest rate swap liability, Fair Value	22,717	32,761
Fair Value, Level 2 [Member] | Goldman Sachs [Member]
Fair Value Measurements [Line Items]
Cash deposit for collateralized interest rate swap, Fair Value	0	0
Fair Value, Level 3 [Member]
Fair Value Measurements [Line Items]
Cash and cash equivalents, Fair Value	0	0
Interest rate swap liability, Fair Value	0	0
Fair Value, Level 3 [Member] | Goldman Sachs [Member]
Fair Value Measurements [Line Items]
Cash deposit for collateralized interest rate swap, Fair Value	$ 0	$ 0

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Calculated Basic and Diluted Earnings Per Share From Continuing Operations

The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share from continuing operations.

	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands, except per-share amounts)	2013		2012		2013		2012
Earnings per share from continuing operations numerator:
Income from continuing operations attributable to common shareholders before allocation of earnings to participating securities	$	57,021	$	63,823	$	188,346	$	185,033
Income from continuing operations allocated to participating securities	70		0		175		0
Income from continuing operations attributable to common shareholders after allocation of earnings to participating securities	$	56,951	$	63,823	$	188,171	$	185,033
Earnings per share from continuing operations denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted	13,279		13,406		13,319		13,405
Earnings per share from continuing operations - basic and diluted	$	4.29	$	4.76	$	14.13	$	13.80

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Segment Information (Consolidated Revenue By Segment) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Segment Information [Line Items]
Consolidated revenue	$ 580,455	$ 551,187	$ 1,723,984	$ 1,698,556
Petroleum Additives [Member]
Segment Information [Line Items]
Consolidated revenue	577,596	547,661	1,717,335	1,689,594
All Other [Member]
Segment Information [Line Items]
Consolidated revenue	2,859	3,526	6,649	8,962
Lubricant Additives [Member] | Petroleum Additives [Member]
Segment Information [Line Items]
Consolidated revenue	461,936	433,074	1,389,720	1,347,824
Fuel Additives [Member] | Petroleum Additives [Member]
Segment Information [Line Items]
Consolidated revenue	$ 115,660	$ 114,587	$ 327,615	$ 341,770

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Intangibles (Net of Amortization) and Goodwill

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Intangibles (Net of Amortization) and Goodwill

Intangibles (Net of Amortization) and Goodwill

	Identifiable Intangibles
	September 30, 2013				December 31, 2012
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Formulas and technology	$	91,648	$	78,789	$	91,662	$	74,762
Contracts	9,593		7,771		9,593		6,734
Customer bases	7,003		2,782		7,021		2,400
Trademarks and trade names	1,579		570		1,586		426
Goodwill	4,878				5,002
	$	114,701	$	89,912	$	114,864	$	84,322

All of the intangibles relate to the petroleum additives segment. The change in the gross carrying amount between 2012 and 2013 is due to foreign currency fluctuations. There is no accumulated goodwill impairment.

Amortization expense was (in millions):

Third quarter ended September 30, 2013	$	1.9
Nine months ended September 30, 2013	5.6
Third quarter ended September 30, 2012	1.9
Nine months ended September 30, 2012	5.6

Estimated amortization expense for the remainder of 2013, as well as annual amortization expense related to our intangible assets for the next five years is expected to be (in millions):

2013	$	1.5
2014	6.2
2015	5.8
2016	1.9
2017	0.7
2018	0.7

Generally, we amortize the cost of the customer base intangibles by an accelerated method and the cost of the remaining intangible assets by the straight-line method over their estimated economic lives. We generally amortize contracts over 1.5 to 10 years; customer bases over 20 years; and formulas and technology over 5 to 20 years. Trademarks and trade names are amortized over 10 years.

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Asset Retirement Obligations

9 Months Ended

Sep. 30, 2013

Asset Retirement Obligation [Abstract]

Asset Retirement Obligations

Asset Retirement Obligations

Our asset retirement obligations are related primarily to past tetraethyl lead (TEL) operations. The following table illustrates the activity associated with our asset retirement obligations for the nine months ended September 30, 2013 and September 30, 2012.

(in thousands)	2013			2012
Asset retirement obligations, January 1	$	2,800		$	3,297
Accretion expense	85			120
Liabilities settled	(475		)	(489		)
Changes in expected cash flows and timing	272			296
Asset retirement obligations, September 30	$	2,682		$	3,224

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Consolidated Statements Of Shareholders' Equity (USD $) In Thousands, except Share data	Total	Common Stock and Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Earnings [Member]	Special Cash Dividend [Member]	Special Cash Dividend [Member] Retained Earnings [Member]	Ordinary Cash Dividends [Member]	Ordinary Cash Dividends [Member] Retained Earnings [Member]
Balance at Dec. 31, 2011	$ 549,593	$ 64	$ (98,732)	$ 648,261
Balance (in shares) at Dec. 31, 2011		13,404,831
Net income	239,593			239,593
Other comprehensive income (loss)	(11,957)		(11,957)
Cash dividends					(335,447)	(335,447)	(40,234)	(40,234)
Stock-based compensation (in shares)		13,046
Stock-based compensation	657	657
Balance at Dec. 31, 2012	402,205	721	(110,689)	512,173
Balance (in shares) at Dec. 31, 2012	13,417,877	13,417,877
Net income	210,741			210,741
Other comprehensive income (loss)	2,307		2,307
Cash dividends							(35,904)	(35,904)
Repurchases of common stock (in shares)		(157,800)
Repurchases of common stock	(41,156)	(1,614)		(39,542)
Stock-based compensation (in shares)		329
Stock-based compensation	893	893
Balance at Sep. 30, 2013	$ 539,086	$ 0	$ (108,382)	$ 647,468
Balance (in shares) at Sep. 30, 2013	13,260,406	13,260,406

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Long-term Debt (Schedule Of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term debt and current maturities	$ 356,922	$ 428,789
Current maturities of long-term debt	(7,470)	(4,382)
Total long-term debt	349,452	424,407
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt and current maturities	0	75,000
Senior Notes [Member] | 4.10% Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt and current maturities	349,452	349,407
Senior notes, interest rate	4.10%
Debt instrument, maturity date	2022
Foreign Lines of Credit [Member]
Debt Instrument [Line Items]
Long-term debt and current maturities	$ 7,470	$ 4,382

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Earnings Per Share [Abstract]
Anti-dilutive stock-based compensation awards excluded from the computation of diluted earnings per share (in shares)	11,585	11,940	11,585	11,940
Earnings per share from continuing operations numerator:
Income from continuing operations attributable to common shareholders before allocation of earnings to participating securities	$ 57,021	$ 63,823	$ 188,346	$ 185,033
Income from continuing operations allocated to participating securities	70	0	175	0
Income from continuing operations attributable to common shareholders after allocation of earnings to participating securities	$ 56,951	$ 63,823	$ 188,171	$ 185,033
Earnings per share from continuing operations denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted (in shares)	13,279,000	13,406,000	13,319,000	13,405,000
Earnings per share from continuing operations - basic and diluted (in dollars per share)	$ 4.29	$ 4.76	$ 14.13	$ 13.80

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Contractual Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of Accruals For Environmental Remediation, Dismantling, and Decontamination

	September 30, 2013						December 31, 2012
(in millions)	Former TEL Plant Site, Louisiana		Houston, Texas Plant Site		Superfund Site, Louisiana		Former TEL Plant Site, Louisiana		Houston, Texas Plant Site		Superfund Site, Louisiana
Accrual, discounted	$	5.5	$	6.5	$	3.4	$	5.6	$	6.1	$	3.2
Accrual, undiscounted	6.8		10.0		4.5		6.9		9.3		4.4
Approximate range of discount rates for accrual	3% - 4%		3% - 9%		2% - 4%		3% - 4%		3% - 9%		2% - 4%
Expected future payments:
2013	$	0.3	$	0.5	$	0.0
2014	0.8		0.3		0.2
2015	0.8		0.2		0.2
2016	0.6		0.2		0.3
2017	0.5		0.2		0.3
Thereafter	3.8		8.6		3.5

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Consolidating Financial Information (Consolidating Balance Sheets) (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 247,265	$ 89,129	$ 79,707	$ 50,370
Trade and other accounts receivable, net	323,669	297,055
Amounts due from affiliated companies	0	0
Inventories	312,773	322,674
Deferred income taxes	8,832	8,452
Prepaid expenses and other current assets	33,538	18,185
Total current assets	926,077	735,495
Amounts due from affiliated companies	0	0
Property, plant, and equipment, at cost	1,006,310	1,070,967
Less accumulated depreciation and amortization	723,971	712,596
Net property, plant, and equipment	282,339	358,371
Investment in consolidated subsidiaries	0	0
Prepaid pension cost	17,371	12,710
Deferred income taxes	50,050	55,123
Other assets and deferred charges	44,612	72,007
Intangibles (net of amortization) and goodwill	24,789	30,542
Total assets	1,345,238	1,264,248
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	126,874	119,298
Accrued expenses	79,680	79,061
Dividends payable	10,740	0
Book overdraft	5,275	3,906
Amounts due to affiliated companies	0	0
Long-term debt, current portion	7,470	4,382
Income taxes payable	33,377	10,024
Total current liabilities	263,416	216,671
Long-term debt	349,452	424,407
Amounts due to affiliated companies	0	0
Other noncurrent liabilities	193,284	220,965
Total liabilities	806,152	862,043
Shareholders’ equity:
Common stock and paid-in capital	0	721
Accumulated other comprehensive loss	(108,382)	(110,689)		(98,732)
Retained earnings	647,468	512,173
Total shareholders' equity	539,086	402,205		549,593
Total liabilities and shareholders’ equity	1,345,238	1,264,248
Parent Company [Member]
ASSETS
Cash and cash equivalents	11,036	5,001	5,001	17
Trade and other accounts receivable, net	4,735	4,347
Amounts due from affiliated companies	49,012	0
Inventories	0	0
Deferred income taxes	2,097	2,555
Prepaid expenses and other current assets	10,881	65
Total current assets	77,761	11,968
Amounts due from affiliated companies	0	58,935
Property, plant, and equipment, at cost	0	0
Less accumulated depreciation and amortization	0	0
Net property, plant, and equipment	0	0
Investment in consolidated subsidiaries	882,885	866,676
Prepaid pension cost	0	0
Deferred income taxes	44,332	53,057
Other assets and deferred charges	34,596	46,286
Intangibles (net of amortization) and goodwill	0	0
Total assets	1,039,574	1,036,922
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	11	206
Accrued expenses	9,632	8,366
Dividends payable	10,740
Book overdraft	0	0
Amounts due to affiliated companies	11,572	63,021
Long-term debt, current portion	0	0
Income taxes payable	2,113	0
Total current liabilities	34,068	71,593
Long-term debt	349,452	424,407
Amounts due to affiliated companies	0	0
Other noncurrent liabilities	116,968	138,717
Total liabilities	500,488	634,717
Shareholders’ equity:
Common stock and paid-in capital	0	721
Accumulated other comprehensive loss	(108,382)	(110,689)
Retained earnings	647,468	512,173
Total shareholders' equity	539,086	402,205
Total liabilities and shareholders’ equity	1,039,574	1,036,922
Guarantor Subsidiaries [Member]
ASSETS
Cash and cash equivalents	102,039	3,956	12,329	3,459
Trade and other accounts receivable, net	107,732	113,131
Amounts due from affiliated companies	147,994	142,125
Inventories	117,593	117,638
Deferred income taxes	5,909	5,062
Prepaid expenses and other current assets	20,010	16,248
Total current assets	501,277	398,160
Amounts due from affiliated companies	116,015	107,236
Property, plant, and equipment, at cost	684,887	664,912
Less accumulated depreciation and amortization	550,551	536,700
Net property, plant, and equipment	134,336	128,212
Investment in consolidated subsidiaries	0	0
Prepaid pension cost	1,284	0
Deferred income taxes	0	0
Other assets and deferred charges	8,709	15,670
Intangibles (net of amortization) and goodwill	18,526	23,785
Total assets	780,147	673,063
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	81,244	75,239
Accrued expenses	48,283	50,763
Dividends payable	0
Book overdraft	5,275	3,906
Amounts due to affiliated companies	144,325	93,330
Long-term debt, current portion	0	0
Income taxes payable	0	1,214
Total current liabilities	279,127	224,452
Long-term debt	0	0
Amounts due to affiliated companies	8,025	0
Other noncurrent liabilities	36,158	44,755
Total liabilities	323,310	269,207
Shareholders’ equity:
Common stock and paid-in capital	260,776	260,840
Accumulated other comprehensive loss	(16,588)	(17,578)
Retained earnings	212,649	160,594
Total shareholders' equity	456,837	403,856
Total liabilities and shareholders’ equity	780,147	673,063
Non-Guarantor Subsidiaries [Member]
ASSETS
Cash and cash equivalents	134,190	80,172	62,377	46,894
Trade and other accounts receivable, net	213,736	179,577
Amounts due from affiliated companies	62,881	97,784
Inventories	195,180	205,036
Deferred income taxes	826	835
Prepaid expenses and other current assets	2,647	1,872
Total current assets	609,460	565,276
Amounts due from affiliated companies	0	0
Property, plant, and equipment, at cost	321,423	406,055
Less accumulated depreciation and amortization	173,420	175,896
Net property, plant, and equipment	148,003	230,159
Investment in consolidated subsidiaries	0	0
Prepaid pension cost	16,087	12,710
Deferred income taxes	6,960	6,477
Other assets and deferred charges	1,307	10,051
Intangibles (net of amortization) and goodwill	6,263	6,757
Total assets	788,080	831,430
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	45,619	43,853
Accrued expenses	21,765	19,932
Dividends payable	0
Book overdraft	0	0
Amounts due to affiliated companies	103,990	83,558
Long-term debt, current portion	7,470	4,382
Income taxes payable	33,798	8,810
Total current liabilities	212,642	160,535
Long-term debt	0	0
Amounts due to affiliated companies	107,990	166,171
Other noncurrent liabilities	41,400	41,904
Total liabilities	362,032	368,610
Shareholders’ equity:
Common stock and paid-in capital	126,661	217,407
Accumulated other comprehensive loss	(43,627)	(39,612)
Retained earnings	343,014	285,025
Total shareholders' equity	426,048	462,820
Total liabilities and shareholders’ equity	788,080	831,430
Total Consolidating Adjustments [Member]
ASSETS
Cash and cash equivalents	0	0	0	0
Trade and other accounts receivable, net	(2,534)	0
Amounts due from affiliated companies	(259,887)	(239,909)
Inventories	0	0
Deferred income taxes	0	0
Prepaid expenses and other current assets	0	0
Total current assets	(262,421)	(239,909)
Amounts due from affiliated companies	(116,015)	(166,171)
Property, plant, and equipment, at cost	0	0
Less accumulated depreciation and amortization	0	0
Net property, plant, and equipment	0	0
Investment in consolidated subsidiaries	(882,885)	(866,676)
Prepaid pension cost	0	0
Deferred income taxes	(1,242)	(4,411)
Other assets and deferred charges	0	0
Intangibles (net of amortization) and goodwill	0	0
Total assets	(1,262,563)	(1,277,167)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	0	0
Accrued expenses	0	0
Dividends payable	0
Book overdraft	0	0
Amounts due to affiliated companies	(259,887)	(239,909)
Long-term debt, current portion	0	0
Income taxes payable	(2,534)	0
Total current liabilities	(262,421)	(239,909)
Long-term debt	0	0
Amounts due to affiliated companies	(116,015)	(166,171)
Other noncurrent liabilities	(1,242)	(4,411)
Total liabilities	(379,678)	(410,491)
Shareholders’ equity:
Common stock and paid-in capital	(387,437)	(478,247)
Accumulated other comprehensive loss	60,215	57,190
Retained earnings	(555,663)	(445,619)
Total shareholders' equity	(882,885)	(866,676)
Total liabilities and shareholders’ equity	$ (1,262,563)	$ (1,277,167)

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Derivatives and Hedging Activities (Effect Of Derivative Instruments On The Consolidated Statements Of Income Non-Designated Derivatives)(Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Income on Derivatives	$ (659)	[1]	$ (1,659)	[1]	$ 5,116	[1]	$ (5,650)	[1]
Goldman Sachs [Member] | Interest Rate Swap [Member] | Other (Expense) Income, Net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Income on Derivatives	$ (659)		$ (1,659)		$ 5,116		$ (5,650)

[1] The gain (loss) on interest rate swap agreement represents the change, since the beginning of the reporting period, in the fair value of an interest rate swap which we entered into on June 25, 2009. We are not using hedge accounting to record the interest rate swap, and accordingly, any change in the fair value is immediately recognized in earnings.

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Derivatives and Hedging Activities

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging Activities

Derivatives and Hedging Activities

We are exposed to certain risks arising from both our business operations and economic conditions. We primarily manage our exposures to a wide variety of business and operational risks through management of our core business activities.

We manage certain economic risks, including interest rate, liquidity, and credit risks, primarily by managing the amount, sources, and duration of our debt funding, as well as through the use of derivative financial instruments. Specifically, we have entered into interest rate swaps to manage our exposure to interest rate movements.

Our foreign operations expose us to fluctuations of foreign exchange rates. These fluctuations may impact the value of our cash receipts and payments as compared to our reporting currency, the U.S. Dollar. To manage this exposure, we sometimes enter into foreign currency forward contracts to minimize currency exposure due to cash flows from foreign operations. There were no such contracts outstanding at September 30, 2013 or December 31, 2012.

Cash Flow Hedge of Interest Rate Risk

In January 2010, we entered into an interest rate swap to manage our exposure to interest rate movements on the mortgage loan and to reduce variability in interest expense. This mortgage loan interest rate swap terminated with the payoff of the mortgage loan on May 1, 2012. Further information on the mortgage loan is in Note 12 of our 2012 Annual Report. We also had an interest rate swap to manage our exposure to interest rate movements on the Foundry Park I construction loan and to add stability to capitalized interest expense. The Foundry Park I construction loan interest rate swap matured on January 1, 2010. Both interest rate swaps were designated and qualified as cash flow hedges. As such, the effective portion of changes in the fair value of the swaps was recorded in accumulated other comprehensive loss and was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings. Any ineffective portion of changes in the fair value of the swap was recognized immediately in earnings. Due to the sale of the real estate assets of Foundry Park I in July 2013, the amounts recorded in accumulated other comprehensive loss for both interest rate swaps were completely recognized in the Consolidated Statements of Income during the nine months of 2013.

The accumulated unrealized loss, net of tax, related to the fair value of the mortgage loan interest rate swap was recorded in accumulated other comprehensive loss in shareholders’ equity on the Consolidated Balance Sheets and amounted to $0 at September 30, 2013 and $1.7 million at December 31, 2012. Also recorded as a component of accumulated other comprehensive loss in shareholders’ equity on the Consolidated Balance Sheets, net of tax, was the accumulated loss related to the construction loan interest rate swap which amounted to $0 at September 30, 2013 and $2.5 million at December 31, 2012.

Non-designated Hedges

On June 25, 2009, we entered into an interest rate swap with Goldman Sachs in the notional amount of $97 million and with a maturity date of January 19, 2022 (Goldman Sachs interest rate swap). NewMarket entered into the Goldman Sachs interest rate swap in connection with the termination of a loan application and related rate lock agreement between Foundry Park I and Principal Commercial Funding II, LLC (Principal). When the rate lock agreement was originally executed in 2007, Principal simultaneously entered into an interest rate swap with a third party to hedge Principal’s exposure to fluctuation in the ten-year United States Treasury Bond rate. Upon the termination of the rate lock agreement on June 25, 2009, Goldman Sachs both assumed Principal’s position with the third party and entered into an offsetting interest rate swap with NewMarket. Under the terms of this interest rate swap, NewMarket is making fixed rate payments at 5.3075% and Goldman Sachs makes variable rate payments based on three-month LIBOR. We have collateralized this exposure through cash deposits posted with Goldman Sachs amounting to $26.8 million at September 30, 2013 and $37.7 million at December 31, 2012.

We have made an accounting policy election to not offset derivative fair value amounts with the fair value amounts for the right to reclaim cash collateral under our master netting arrangement. We do not use hedge accounting for the Goldman Sachs interest rate swap, and therefore, immediately recognize any change in the fair value of this derivative financial instrument directly in earnings.

*****

The table below presents the fair value of our derivative financial instruments, as well as their classification on the Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012.

Asset Derivatives

Liability Derivatives

September 30, 2013

December 31, 2012

September 30, 2013

December 31, 2012

(in thousands)

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives Not Designated as Hedging Instruments

Goldman Sachs interest rate swap

$

0

$

0

Accrued expenses and Other noncurrent liabilities

$

22,717

Accrued expenses and Other noncurrent liabilities

$

32,761

The total fair value reflected in the table above includes amounts recorded in accrued expenses of approximately$1.0 million at September 30, 2013 and $2.3 million at December 31, 2012 for the Goldman Sachs interest rate swap.

The tables below present the effect of our derivative financial instruments on the Consolidated Statements of Income.

Effect of Derivative Instruments on the Consolidated Statements of Income

Designated Cash Flow Hedges

(in thousands)

Derivatives in Cash Flow Hedging Relationship	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)					Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Third Quarter Ended September 30,						Third Quarter Ended September 30,							Third Quarter Ended September 30,
	2013		2012				2013			2012				2013		2012
Mortgage loan interest rate swap	$	0	$	0		Discontinued operations	$	0		$	(327	)		$	0	$	0
Construction loan interest rate swap	$	0	$	0		Discontinued operations	$	(4,026	)	$	(21	)		$	0	$	0
	Nine Months Ended September 30,						Nine Months Ended September 30,							Nine Months Ended September 30,
	2013		2012				2013			2012				2013		2012
Mortgage loan interest rate swap	$	0	$	(540	)	Discontinued operations	$	(2,727	)	$	(1,049	)		$	0	$	0
Construction loan interest rate swap	$	0	$	0		Discontinued operations	$	(4,068	)	$	(64	)		$	0	$	0

Of the amounts in discontinued operations reflected in the table above, $4.0 million from the construction loan was recorded as a component of the gain on sale of discontinued business. The remaining amounts are recorded as a component of income from operations of discontinued business.

Effect of Derivative Instruments on the Consolidated Statements of Income

Non-Designated Derivatives

(in thousands)

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in  Income on Derivatives	Amount of Gain (Loss) Recognized in  Income on Derivatives
		Third Quarter Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013		2012
Goldman Sachs interest rate swap	Other (expense) income, net	$	(659	)	$	(1,659	)	$	5,116	$	(5,650	)

Credit-risk Related Contingent Features

The agreement we have with our current derivative counterparty contains a provision where we could be declared in default on our derivative obligation if repayment of indebtedness is accelerated by our lender(s) due to our default on the indebtedness.

As of September 30, 2013, the fair value of the derivative in a net liability position related to this agreement, which includes accrued interest but excludes any adjustment for nonperformance risk, was $22.5 million. We have minimum collateral posting thresholds with the counterparty and have posted cash collateral of $26.8 million as of September 30, 2013. If required, we could have settled our obligations under the agreement at the termination value of $22.5 million at September 30, 2013.

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Earnings Per Share

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Options and stock-based compensation awards are not included in the computation of diluted earnings per share if the impact on earnings per share would be anti-dilutive. We had 11,585 shares of nonvested restricted stock that were excluded from the calculation of diluted earnings per share for the third quarter and nine months ended September 30, 2013 and 11,940 shares of nonvested restricted stock that were excluded from the calculation of diluted earnings per share for the third quarter and nine months ended September 30, 2012 as their effects were anti-dilutive.

The nonvested restricted stock is considered a participating security since the stock contains nonforfeitable rights to dividends. As such, we use the two-class method to compute basic and diluted earnings per share. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share from continuing operations.

	Third Quarter Ended September 30,				Nine Months Ended September 30,
(in thousands, except per-share amounts)	2013		2012		2013		2012
Earnings per share from continuing operations numerator:
Income from continuing operations attributable to common shareholders before allocation of earnings to participating securities	$	57,021	$	63,823	$	188,346	$	185,033
Income from continuing operations allocated to participating securities	70		0		175		0
Income from continuing operations attributable to common shareholders after allocation of earnings to participating securities	$	56,951	$	63,823	$	188,171	$	185,033
Earnings per share from continuing operations denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted	13,279		13,406		13,319		13,405
Earnings per share from continuing operations - basic and diluted	$	4.29	$	4.76	$	14.13	$	13.80

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Consolidating Financial Information

9 Months Ended

Sep. 30, 2013

Consolidating Financial Information [Abstract]

Consolidating Financial Information

Consolidating Financial Information

The 4.10% senior notes are guaranteed on a senior unsecured basis by certain of our domestic subsidiaries that guarantee our obligations under the revolving credit facility and any of our other indebtedness (Guarantor Subsidiaries). The subsidiary guarantees are joint and several obligations of the Guarantor Subsidiaries. The indenture governing the 4.10% senior notes includes a provision which allows for a Guarantor Subsidiary to be released of its obligations under the subsidiary guarantee under certain conditions. Those conditions include the sale or other disposition of all or substantially all of the Guarantor Subsidiary's assets in compliance with the indenture and the release or discharge of a Guarantor Subsidiary from its obligations as a guarantor under our revolving credit facility and all of our other indebtedness. During the third quarter of 2013, certain subsidiaries that had been Guarantor Subsidiaries were released from their obligations under the revolving credit facility, and therefore were released as a Subsidiary Guarantor under the 4.10% senior notes. The Guarantor Subsidiaries and the subsidiaries that do not guarantee the 4.10% senior notes (the Non-Guarantor Subsidiaries) are 100% owned by NewMarket Corporation (the Parent Company). The current Guarantor Subsidiaries consist of the following:

Ethyl Corporation	Afton Chemical Corporation
NewMarket Services Corporation	Afton Chemical Additives Corporation

We conduct all of our business through and derive essentially all of our income from our subsidiaries. Therefore, our ability to make payments on the 4.10% senior notes or other obligations is dependent on the earnings and the distribution of funds from our subsidiaries.

The following sets forth the Consolidating Statements of Income and Comprehensive Income for the third quarter and nine months ended September 30, 2013 and September 30, 2012; Consolidating Balance Sheets as of September 30, 2013 and December 31, 2012; and Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2013 and September 30, 2012 for the Parent Company, the Guarantor Subsidiaries, and the Non-Guarantor Subsidiaries. The financial information is based on our understanding of the SEC's interpretation and application of Rule 3-10 of the SEC Regulation S-X. Prior periods have been revised to reflect the change in Guarantor Subsidiaries and Non-Guarantor subsidiaries.

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

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Third Quarter Ended September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	226,276		$	354,179	$	0		$	580,455
Cost of goods sold	0			118,699			297,933		0			416,632
Gross profit	0			107,577			56,246		0			163,823
Selling, general, and administrative expenses	1,901			24,914			14,071		0			40,886
Research, development, and testing expenses	0			25,450			10,415		0			35,865
Operating (loss) profit	(1,901		)	57,213			31,760		0			87,072
Interest and financing expenses, net	4,389			(981		)	851		0			4,259
Other (expense) income, net	(650		)	(10		)	47		0			(613		)
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(6,940		)	58,184			30,956		0			82,200
Income tax (benefit) expense	(3,033		)	19,664			8,548		0			25,179
Equity income of subsidiaries	82,803			0			0		(82,803		)	0
Income from continuing operations	78,896			38,520			22,408		(82,803		)	57,021
Discontinued operations:
Gain on sale of discontinued business, net of tax	0			0			21,855		0			21,855
Income from operations of discontinued business, net of tax	0			0			20		0			20
Net income	78,896			38,520			44,283		(82,803		)	78,896
Other comprehensive income (loss)	19,613			4,098			11,831		(15,929		)	19,613
Comprehensive income	$	98,509		$	42,618		$	56,114	$	(98,732	)	$	98,509

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Third Quarter Ended September 30, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	222,051		$	329,136	$	0		$	551,187
Cost of goods sold	0			104,840			286,078		0			390,918
Gross profit	0			117,211			43,058		0			160,269
Selling, general, and administrative expenses	1,813			28,653			6,629		0			37,095
Research, development, and testing expenses	0			22,212			7,996		0			30,208
Operating (loss) profit	(1,813		)	66,346			28,433		0			92,966
Interest and financing expenses, net	1,294			(1,539		)	1,549		0			1,304
Other (expense) income, net	(1,648		)	1,621			108		0			81
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(4,755		)	69,506			26,992		0			91,743
Income tax (benefit) expense	(1,281		)	22,044			7,157		0			27,920
Equity income of subsidiaries	68,189			0			0		(68,189		)	0
Income from continuing operations	64,715			47,462			19,835		(68,189		)	63,823
Income from operations of discontinued business, net of tax	0			0			892		0			892
Net income	64,715			47,462			20,727		(68,189		)	64,715
Other comprehensive income (loss)	12,006			2,166			10,573		(12,739		)	12,006
Comprehensive income	$	76,721		$	49,628		$	31,300	$	(80,928	)	$	76,721

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Nine Months Ended September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	680,296		$	1,043,688		$	0		$	1,723,984
Cost of goods sold	0			352,844			869,482			0			1,222,326
Gross profit	0			327,452			174,206			0			501,658
Selling, general, and administrative expenses	5,365			68,049			48,334			0			121,748
Research, development, and testing expenses	0			71,507			31,808			0			103,315
Operating (loss) profit	(5,365		)	187,896			94,064			0			276,595
Interest and financing expenses, net	13,948			(2,991		)	2,657			0			13,614
Other income (expense), net	5,169			(16		)	355			0			5,508
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(14,144		)	190,871			91,762			0			268,489
Income tax (benefit) expense	(5,805		)	61,460			24,488			0			80,143
Equity income of subsidiaries	219,080			0			0			(219,080		)	0
Income from continuing operations	210,741			129,411			67,274			(219,080		)	188,346
Discontinued operations:
Gain on sale of discontinued business, net of tax	0			0			21,855			0			21,855
Income from operations of discontinued business, net of tax	0			0			540			0			540
Net income	210,741			129,411			89,669			(219,080		)	210,741
Other comprehensive income (loss)	2,307			993			(4,016		)	3,023			2,307
Comprehensive income	$	213,048		$	130,404		$	85,653		$	(216,057	)	$	213,048

NewMarket Corporation and Subsidiaries
Consolidating Statements of Income and Comprehensive Income
Nine Months Ended September 30, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net sales	$	0		$	693,946		$	1,004,610	$	0		$	1,698,556
Cost of goods sold	0			336,076			870,856		0			1,206,932
Gross profit	0			357,870			133,754		0			491,624
Selling, general, and administrative expenses	4,609			85,613			24,479		0			114,701
Research, development, and testing expenses	0			64,875			21,694		0			86,569
Operating (loss) profit	(4,609		)	207,382			87,581		0			290,354
Interest and financing expenses, net	6,459			(3,557		)	3,543		0			6,445
Loss on early extinguishment of debt	9,092			0			0		0			9,092
Other (expense) income, net	(5,604		)	1,640			224		0			(3,740		)
(Loss) income from continuing operations before income taxes and equity income of subsidiaries	(25,764		)	212,579			84,262		0			271,077
Income tax (benefit) expense	(9,918		)	74,694			21,268		0			86,044
Equity income of subsidiaries	202,376			0			0		(202,376		)	0
Income from continuing operations	186,530			137,885			62,994		(202,376		)	185,033
Income from operations of discontinued business, net of tax	0			0			1,497		0			1,497
Net income	186,530			137,885			64,491		(202,376		)	186,530
Other comprehensive income (loss)	10,995			3,297			7,276		(10,573		)	10,995
Comprehensive income	$	197,525		$	141,182		$	71,767	$	(212,949	)	$	197,525

NewMarket Corporation and Subsidiaries
Consolidating Balance Sheets
September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	11,036		$	102,039		$	134,190		$	0		$	247,265
Trade and other accounts receivable, net	4,735			107,732			213,736			(2,534		)	323,669
Amounts due from affiliated companies	49,012			147,994			62,881			(259,887		)	0
Inventories	0			117,593			195,180			0			312,773
Deferred income taxes	2,097			5,909			826			0			8,832
Prepaid expenses and other current assets	10,881			20,010			2,647			0			33,538
Total current assets	77,761			501,277			609,460			(262,421		)	926,077
Amounts due from affiliated companies	0			116,015			0			(116,015		)	0
Property, plant, and equipment, at cost	0			684,887			321,423			0			1,006,310
Less accumulated depreciation and amortization	0			550,551			173,420			0			723,971
Net property, plant, and equipment	0			134,336			148,003			0			282,339
Investment in consolidated subsidiaries	882,885			0			0			(882,885		)	0
Prepaid pension cost	0			1,284			16,087			0			17,371
Deferred income taxes	44,332			0			6,960			(1,242		)	50,050
Other assets and deferred charges	34,596			8,709			1,307			0			44,612
Intangibles (net of amortization) and goodwill	0			18,526			6,263			0			24,789
Total assets	$	1,039,574		$	780,147		$	788,080		$	(1,262,563	)	$	1,345,238
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	11		$	81,244		$	45,619		$	0		$	126,874
Accrued expenses	9,632			48,283			21,765			0			79,680
Dividends payable	10,740			0			0			0			10,740
Book overdraft	0			5,275			0			0			5,275
Amounts due to affiliated companies	11,572			144,325			103,990			(259,887		)	0
Long-term debt, current portion	0			0			7,470			0			7,470
Income taxes payable	2,113			0			33,798			(2,534		)	33,377
Total current liabilities	34,068			279,127			212,642			(262,421		)	263,416
Long-term debt	349,452			0			0			0			349,452
Amounts due to affiliated companies	0			8,025			107,990			(116,015		)	0
Other noncurrent liabilities	116,968			36,158			41,400			(1,242		)	193,284
Total liabilities	500,488			323,310			362,032			(379,678		)	806,152
Shareholders' equity:
Common stock and paid-in capital	0			260,776			126,661			(387,437		)	0
Accumulated other comprehensive loss	(108,382		)	(16,588		)	(43,627		)	60,215			(108,382		)
Retained earnings	647,468			212,649			343,014			(555,663		)	647,468
Total shareholders' equity	539,086			456,837			426,048			(882,885		)	539,086
Total liabilities and shareholders' equity	$	1,039,574		$	780,147		$	788,080		$	(1,262,563	)	$	1,345,238

NewMarket Corporation and Subsidiaries
Consolidating Balance Sheets
December 31, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	5,001		$	3,956		$	80,172		$	0		$	89,129
Trade and other accounts receivable, net	4,347			113,131			179,577			0			297,055
Amounts due from affiliated companies	0			142,125			97,784			(239,909		)	0
Inventories	0			117,638			205,036			0			322,674
Deferred income taxes	2,555			5,062			835			0			8,452
Prepaid expenses and other current assets	65			16,248			1,872			0			18,185
Total current assets	11,968			398,160			565,276			(239,909		)	735,495
Amounts due from affiliated companies	58,935			107,236			0			(166,171		)	0
Property, plant, and equipment, at cost	0			664,912			406,055			0			1,070,967
Less accumulated depreciation and amortization	0			536,700			175,896			0			712,596
Net property, plant, and equipment	0			128,212			230,159			0			358,371
Investment in consolidated subsidiaries	866,676			0			0			(866,676		)	0
Prepaid pension cost	0			0			12,710			0			12,710
Deferred income taxes	53,057			0			6,477			(4,411		)	55,123
Other assets and deferred charges	46,286			15,670			10,051			0			72,007
Intangibles (net of amortization) and goodwill	0			23,785			6,757			0			30,542
Total assets	$	1,036,922		$	673,063		$	831,430		$	(1,277,167	)	$	1,264,248
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	206		$	75,239		$	43,853		$	0		$	119,298
Accrued expenses	8,366			50,763			19,932			0			79,061
Book overdraft	0			3,906			0			0			3,906
Amounts due to affiliated companies	63,021			93,330			83,558			(239,909		)	0
Long-term debt, current portion	0			0			4,382			0			4,382
Income taxes payable	0			1,214			8,810			0			10,024
Total current liabilities	71,593			224,452			160,535			(239,909		)	216,671
Long-term debt	424,407			0			0			0			424,407
Amounts due to affiliated companies	0			0			166,171			(166,171		)	0
Other noncurrent liabilities	138,717			44,755			41,904			(4,411		)	220,965
Total liabilities	634,717			269,207			368,610			(410,491		)	862,043
Shareholders' equity:
Common stock and paid-in capital	721			260,840			217,407			(478,247		)	721
Accumulated other comprehensive loss	(110,689		)	(17,578		)	(39,612		)	57,190			(110,689		)
Retained earnings	512,173			160,594			285,025			(445,619		)	512,173
Total shareholders' equity	402,205			403,856			462,820			(866,676		)	402,205
Total liabilities and shareholders' equity	$	1,036,922		$	673,063		$	831,430		$	(1,277,167	)	$	1,264,248

NewMarket Corporation and Subsidiaries
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2013
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from (used in) operating activities	$	94,779		$	47,128		$	70,513		$	(4,021	)	$	208,399
Cash flows from investing activities:
Capital expenditures	0			(22,476		)	(24,687		)	0			(47,163		)
Proceeds from sale of discontinued business	0			0			140,011			0			140,011
Deposits for interest rate swap	(11,018		)	0			0			0			(11,018		)
Return of deposits for interest rate swap	21,880			0			0			0			21,880
Payments on settlement of interest rate swap	(5,148		)	0			0			0			(5,148		)
Receipts from settlement of interest rate swap	221			0			0			0			221
Return of investment in subsidiary	45,174			0			0			(45,174		)	0
Cash provided from (used in) investing activities	51,109			(22,476		)	115,324			(45,174		)	98,783
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	(75,000		)	0			0			0			(75,000		)
Net borrowings (repayments) under lines of credit	0			0			3,088			0			3,088
Dividends paid	(35,914		)	(86,585		)	(77,979		)	164,564			(35,914		)
Debt issuance costs	(1,145		)	0			0			0			(1,145		)
Repurchases of common stock	(41,156		)	0			0			0			(41,156		)
Issuance of intercompany note payable, net	0			(14,328		)	14,328			0			0
Repayment of intercompany note payable, net	58,935			13,402			(72,337		)	0			0
Financing from affiliated companies	(45,573		)	160,942			0			(115,369		)	0
Cash provided from (used in) financing activities	(139,853		)	73,431			(132,900		)	49,195			(150,127		)
Effect of foreign exchange on cash and cash equivalents	0			0			1,081			0			1,081
Increase in cash and cash equivalents	6,035			98,083			54,018			0			158,136
Cash and cash equivalents at beginning of year	5,001			3,956			80,172			0			89,129
Cash and cash equivalents at end of period	$	11,036		$	102,039		$	134,190		$	0		$	247,265

NewMarket Corporation and Subsidiaries
Condensed Consolidating Statements of Cash Flows
Nine Months Ended September 30, 2012
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from (used in) operating activities	$	301,598		$	129,885		$	34,514		$	(280,668	)	$	185,329
Cash flows from investing activities:
Capital expenditures	0			(16,784		)	(8,660		)	0			(25,444		)
Deposits for interest rate swap	(19,567		)	0			0			0			(19,567		)
Return of deposits for interest rate swap	17,800			0			0			0			17,800
Payments on settlement of interest rate swap	(5,148		)	0			0			0			(5,148		)
Receipts from settlement of interest rate swap	352			0			0			0			352
Proceeds from sale of equity securities	0			6,303			0			0			6,303
Cash provided from (used in) investing activities	(6,563		)	(10,481		)	(8,660		)	0			(25,704		)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility	116,000			0			0			0			116,000
Repayment of 7.125% senior notes	(150,000		)	0			0			0			(150,000		)
Repayment of Foundry Park I mortgage loan	0			0			(63,544		)	0			(63,544		)
Net borrowings (repayments) under lines of credit	0			0			(1,781		)	0			(1,781		)
Dividends paid	(30,171		)	(344,584		)	(7,723		)	352,307			(30,171		)
Debt issuance costs	(2,369		)	0			0			0			(2,369		)
Issuance of intercompany note payable, net	(65,500		)	0			65,500			0			0
Repayment of intercompany note payable, net	4,400			0			(4,400		)	0			0
Financing from affiliated companies	(162,411		)	234,050			0			(71,639		)	0
Cash provided from (used in) financing activities	(290,051		)	(110,534		)	(11,948		)	280,668			(131,865		)
Effect of foreign exchange on cash and cash equivalents	0			0			1,577			0			1,577
Increase in cash and cash equivalents	4,984			8,870			15,483			0			29,337
Cash and cash equivalents at beginning of year	17			3,459			46,894			0			50,370
Cash and cash equivalents at end of period	$	5,001		$	12,329		$	62,377		$	0		$	79,707

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Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2013

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

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			Derivative Instruments			Foreign Currency Translation Adjustments			Marketable Securities			Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2011	$	(76,416	)	$	(4,736	)	$	(17,944	)	$	364		$	(98,732	)
Other comprehensive income (loss) before reclassifications	(24,291		)	(330		)	7,567			676			(16,378		)
Amounts reclassified from accumulated other comprehensive loss	4,568			893			0			(1,040		)	4,421
Other comprehensive income (loss)	(19,723		)	563			7,567			(364		)	(11,957		)
Balance at December 31, 2012	(96,139		)	(4,173		)	(10,377		)	0			(110,689		)
Other comprehensive income (loss) before reclassifications	3,510			0			(9,744		)	0			(6,234		)
Amounts reclassified from accumulated other comprehensive loss	4,368			4,173			0			0			8,541
Other comprehensive income (loss)	7,878			4,173			(9,744		)	0			2,307
Balance at September 30, 2013	$	(88,261	)	$	0		$	(20,121	)	$	0		$	(108,382	)

The following table illustrates the amounts, net of tax, reclassified out of each component of accumulated other comprehensive loss and their location within the respective line items on the Consolidated Statements of Income.

(in thousands)	Amount Reclassified from Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss Component	Third Quarter Ended September 30,						Nine Months Ended September 30,					Affected Line Item on the Consolidated Statements of Income
	2013			2012			2013		2012
Pension plans and other postretirement benefits:
Amortization of prior service (credit) cost	$	(3	)	$	10		$	2	$	21		(a)
Amortization of actuarial net loss	1,237			1,045			3,962		3,069			(a)
Settlements and curtailments	0			0			378		0			(a)
Amortization of transition obligation	7			11			26		30			(a)
Total pension plans and other postretirement benefits	1,241			1,066			4,368		3,120
Derivative instruments:
Amortization of mortgage loan interest rate swap	0			200			1,666		641			Income from operations of discontinued business, net of tax
Amortization of construction loan interest rate swap	2,481			13			2,507		39			Discontinued operations
Total derivative instruments	2,481			213			4,173		680
Marketable securities	0			(1,040		)	0		(1,040		)	Other (expense) income, net
Total reclassifications for the period	$	3,722		$	239		$	8,541	$	2,760

(a) These components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 5 in this Form 10-Q and Note 19 in our 2012 Annual Report for further information.

For the third quarter of 2013 and nine months of 2013, $2.5 million of the amount reported in the table above for the amortization of construction loan interest rate swap is a component of gain on sale of discontinued business, net of tax. The remaining amounts are components of income from operations of discontinued business, net of tax.

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Document And Entity Information	9 Months Ended
	Sep. 30, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Entity Registrant Name	NEWMARKET CORP
Entity Central Index Key	0001282637
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	13,260,406

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Fair Value Measurements

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The following table provides information on assets and liabilities measured at fair value on a recurring basis. No material events occurred during the nine months ended September 30, 2013 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

	Carrying Amount in Consolidated Balance Sheets				Fair Value Measurements Using
			Fair Value		Level 1		Level 2		Level 3
(in thousands)	September 30, 2013
Cash and cash equivalents	$	247,265	$	247,265	$	247,265	$	0	$	0
Cash deposit for collateralized interest rate swap	26,833		26,833		26,833		0		0
Interest rate swap liability	22,717		22,717		0		22,717		0
	December 31, 2012
Cash and cash equivalents	$	89,129	$	89,129	$	89,129	$	0	$	0
Cash deposit for collateralized interest rate swap	37,694		37,694		37,694		0		0
Interest rate swap liability	32,761		32,761		0		32,761		0

We determine the fair value of the derivative instruments shown in the table above by using widely-accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each instrument. The analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs.

The fair value of the interest rate swap is determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates derived from observable market interest rate curves. In determining the fair value measurements, we incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the counterparties’ nonperformance risk.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustment associated with the derivatives utilizes Level 3 inputs. These Level 3 inputs include estimates of current credit spreads to evaluate the likelihood of default by both us and the counterparties to the derivatives. As of September 30, 2013 and December 31, 2012, we have assessed the significance of the impact of the credit valuation adjustment on the overall valuation of our derivatives and have determined that the credit valuation adjustment is not significant to the overall valuation of the derivatives. Accordingly, we have determined that our derivative valuations should be classified in Level 2 of the fair value hierarchy.

We have made an accounting policy election to measure credit risk of any derivative financial instruments subject to master netting agreements on a net basis by counterparty portfolio.

Long-term debt – We record the value of our long-term debt at historical cost. 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 is determined by the market standard practice of modeling the contractual cash flows required under the debt instrument and discounting the cash flows back to present value at the appropriate credit-risk adjusted market interest rates. For floating rate debt obligations, we use forward rates, derived from observable market yield curves, to project the expected cash flows we will be required to make under the debt instrument. We then discount those cash flows back to present value at the appropriate credit-risk adjusted market interest rates. The fair value is categorized as Level 2.

	September 30, 2013				December 31, 2012
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current maturities	$	356,922	$	356,021	$	428,789	$	436,777

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Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss (Schedule of Amounts Reclassified Out of Each Component of Accumulated Other Comprehensive Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended				12 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012		Dec. 31, 2012
Pension plans and other postretirement benefits:
Amortization of prior service (credit) cost	$ (3)	[1]	$ 10	[1]	$ 2	[1]	$ 21	[1]
Amortization of actuarial net loss	1,237	[1]	1,045	[1]	3,962	[1]	3,069	[1]
Settlements and curtailments	0	[1]	0	[1]	378	[1]	0	[1]
Amortization of transition obligation	7	[1]	11	[1]	26	[1]	30	[1]
Total pension plans and other postretirement benefits	1,241		1,066		4,368		3,120		4,568
Derivative instruments:
Amounts reclassified from accumulated other comprehensive loss, Derivative Instruments	2,481		213		4,173		680		893
Marketable Securities:
Amounts reclassified from accumulated other comprehensive loss, Marketable Securities	0		(1,040)		0		(1,040)		(1,040)
Amounts reclassified from accumulated other comprehensive loss, Accumulated Other Comprehensive (Loss) Income	3,722		239		8,541		2,760		4,421
Income from operations of discontinued business, net of tax [Member] | Interest Rate Swap [Member] | Mortgage Loan Interest Rate Swap [Member]
Derivative instruments:
Amounts reclassified from accumulated other comprehensive loss, Derivative Instruments	0		200		1,666		641
Discontinued Operations [Member] | Interest Rate Swap [Member] | Construction Loan Interest Rate Swap [Member]
Derivative instruments:
Amounts reclassified from accumulated other comprehensive loss, Derivative Instruments	2,481		13		2,507		39
Gain on Sale of Discontinued Business Net of Tax [Member] | Interest Rate Swap [Member] | Construction Loan Interest Rate Swap [Member]
Derivative instruments:
Amounts reclassified from accumulated other comprehensive loss, Derivative Instruments	2,500				2,500
Other (Expense) Income, Net [Member]
Marketable Securities:
Amounts reclassified from accumulated other comprehensive loss, Marketable Securities	$ 0		$ (1,040)		$ 0		$ (1,040)

[1] (a) These components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 5 in this Form 10-Q and Note 19 in our 2012 Annual Report for further information.

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Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss (Schedule of Components of Accumulated Other Comprehensive Loss) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Pension Plans and Other Postretirement Benefits, Beginning Balance			$ (96,139)	$ (76,416)	$ (76,416)
Derivative Instruments, Beginning Balance			(4,173)	(4,736)	(4,736)
Foreign Currency Translation Adjustments, Beginning Balance			(10,377)	(17,944)	(17,944)
Marketable Securities, Beginning Balance			0	364	364
Accumulated Other Comprehensive (Loss) Income, Beginning Balance			(110,689)	(98,732)	(98,732)
Other comprehensive income (loss) before reclassifications, Pension Plans and Other Postretirement Benefits			3,510		(24,291)
Other comprehensive income (loss) before reclassifications, Derivative Instruments	0	0	0	(330)	(330)
Other comprehensive income (loss) before reclassifications, Foreign Currency Translation Adjustments	12,666	12,818	(9,744)	9,439	7,567
Other comprehensive income (loss) before reclassifications, Marketable Securities	0	499	0	676	676
Other comprehensive income (loss) before reclassifications, Accumulated Other Comprehensive (Loss) Income			(6,234)		(16,378)
Amounts reclassified from accumulated other comprehensive loss, Pension Plans and Other Postretirement Benefits	1,241	1,066	4,368	3,120	4,568
Amounts reclassified from accumulated other comprehensive loss, Derivative Instruments	2,481	213	4,173	680	893
Amounts reclassified from accumulated other comprehensive loss, Foreign Currency Translation Adjustments			0		0
Amounts reclassified from accumulated other comprehensive loss, Marketable Securities	0	(1,040)	0	(1,040)	(1,040)
Amounts reclassified from accumulated other comprehensive loss, Accumulated Other Comprehensive (Loss) Income	3,722	239	8,541	2,760	4,421
Total pension plans and other postretirement benefits	4,466	(484)	7,878	1,570	(19,723)
Other comprehensive income (loss), Derivative Instruments	2,481	213	4,173	350	563
Other comprehensive income (loss), Foreign Currency Translation Adjustments			(9,744)		7,567
Other comprehensive income (loss), Marketable Securities	0	(541)	0	(364)	(364)
Other comprehensive income (loss)	19,613	12,006	2,307	10,995	(11,957)
Pension Plans and Other Postretirement Benefits, Ending Balance	(88,261)		(88,261)		(96,139)
Derivative Instruments, Ending Balance	0		0		(4,173)
Foreign Currency Translation Adjustments, Ending Balance	(20,121)		(20,121)		(10,377)
Marketable Securities, Ending Balance	0		0		0
Accumulated Other Comprehensive (Loss) Income, Ending Balance	$ (108,382)		$ (108,382)		$ (110,689)