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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~June 30, 2021~~March 31, 2022


☐			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		23219-4350
Richmond,	Virginia
(Address of principal executive offices)		(Zip Code)

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, with no par value	NEU	New York Stock Exchange

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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

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

Yes ☐ No x

Number of shares of common stock, with no par value, outstanding as of ~~June 30, 2021: 10,928,129~~March 31, 2022: 10,254,703

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NEWMARKET CORPORATION

INDEX


			Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)
Consolidated Statements of Income - ~~Second Quarter andSix~~ Three Months Ended ~~June~~ 3 0 ,March 31, 2022 and March 31, 2021 ~~and~~ ~~June~~ 3 0 ~~, 2020~~			4
Consolidated Statements of Comprehensive Income - ~~Second Quarter and Six~~ Three Months Ended ~~June~~ 3 0 ,March 31, 2022 and March 31, 2021 ~~and~~ ~~June~~ 3 0 ~~, 2020~~			5
Condensed Consolidated Balance Sheets - ~~June~~ 3 0 ~~, 2021~~March 31, 2022 and December 31, ~~2020~~2021			6
Consolidated Statements of Shareholders' Equity - ~~Second Quarter and~~ ~~Six~~Three Months Ended ~~June~~ 3 0 ,March 31, 2022 and March 31, 2021 ~~and~~ ~~June~~ 3 0 ~~, 2020~~			7
Condensed Consolidated Statements of Cash Flows - ~~Six~~Three Months Ended ~~June~~ 3 0 ,March 31, 2022 and March 31, 2021 ~~and~~ ~~June~~ 3 0 ~~, 2020~~			8
Notes to Condensed Consolidated Financial Statements			9
Financial Statement Presentation			9
Net Sales			9
Segment Information			10
Pension Plans and Other Postretirement Benefits			11
Earnings Per Share			1211
Marketable Securities			1312
Inventories			1312
Intangibles (Net of Amortization) and Goodwill			1413
Long-term Debt			1513
Commitments and Contingencies			1514
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss			1615
Fair Value Measurements			1615
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			1716
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			2221
ITEM 4. Controls and Procedures			2321
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings			2422
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			22
ITEM 6. Exhibits			2422
SIGNATURES			2523

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


(in thousands, except per-share amounts)	(in thousands, except per-share amounts)	Second Quarter Ended June 30,				Six Months Ended June 30,				(in thousands, except per-share amounts)	Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Net sales	Net sales	$	590,721	$	410,864	$	1,157,336	$	970,281	Net sales		$	662,552	$	566,615
Cost of goods sold	Cost of goods sold	449,722		314,126		854,584		692,636		Cost of goods sold		507,389		404,862
Gross profit	Gross profit	140,999		96,738		302,752		277,645		Gross profit		155,163		161,753
Selling, general, and administrative expenses	Selling, general, and administrative expenses	34,735		35,432		71,650		71,147		Selling, general, and administrative expenses		35,622		36,915
Research, development, and testing expenses	Research, development, and testing expenses	35,517		33,549		71,854		69,055		Research, development, and testing expenses		36,251		36,337
Operating profit	Operating profit	70,747		27,757		159,248		137,443		Operating profit		83,290		88,501
Interest and financing expenses, net	Interest and financing expenses, net	8,869		7,005		15,212		14,109		Interest and financing expenses, net		9,406		6,343
Loss on early extinguishment of debt										Loss on early extinguishment of debt		7,545		0
Other income (expense), net	Other income (expense), net	5,180		6,516		12,392		14,012		Other income (expense), net		7,168		7,212
Income before income tax expense	Income before income tax expense	67,058		27,268		156,428		137,346		Income before income tax expense		73,507		89,370
Income tax expense	Income tax expense	15,106		4,919		34,764		29,456		Income tax expense		14,189		19,658
Net income	Net income	$	51,952	$	22,349	$	121,664	$	107,890	Net income		$	59,318	$	69,712
Earnings per share - basic and diluted	Earnings per share - basic and diluted	$	4.75	$	2.05	$	11.13	$	9.78	Earnings per share - basic and diluted		$	5.75	$	6.38
Cash dividends declared per share	Cash dividends declared per share	$	1.90	$	1.90	$	3.80	$	3.80	Cash dividends declared per share		$	2.10	$	1.90

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


(in thousands)	(in thousands)	Second Quarter Ended June 30,				Six Months Ended June 30,				(in thousands)	Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Net income	Net income	$	51,952	$	22,349	$	121,664	$	107,890	Net income		$	59,318	$	69,712
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Pension plans and other postretirement benefits:	Pension plans and other postretirement benefits:									Pension plans and other postretirement benefits:

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(156) in second quarter 2021, $(171) in second quarter 2020, $(315) in six months 2021, and $(341) in six months 2020		(494)		(531)		(985)		(1,062)
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $0 in second quarter 2021, $0 in second quarter 2020, $(219) in six months 2021, and $0 in six months 2020		0		0		(657)		0
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $575 in second quarter 2021, $396 in second quarter 2020, $1,104 in six months 2021, and $793 in six months 2020		1,749		1,260		3,539		2,527
Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(156) in 2022, and $(159) in 2021										Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(156) in 2022, and $(159) in 2021		(496)		(491)
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $7 in 2022, and $(219) in 2021										Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $7 in 2022, and $(219) in 2021		16		(657)
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $175 in 2022, and $529 in 2021										Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $175 in 2022, and $529 in 2021		539		1,790
Total pension plans and other postretirement benefits	Total pension plans and other postretirement benefits	1,255		729		1,897		1,465		Total pension plans and other postretirement benefits		59		642

Foreign currency translation adjustments, net of income tax expense (benefit) of $785 in second quarter 2021,$(151) in second quarter 2020, $321 in six months 2021, and $(992) in six months 2020		5,853		(1,038)		6,320		(15,369)
Foreign currency translation adjustments, net of income tax expense (benefit) of $1,131 in 2022, and $(464) in 2021										Foreign currency translation adjustments, net of income tax expense (benefit) of $1,131 in 2022, and $(464) in 2021		(3,102)		467

Other comprehensive income (loss)	Other comprehensive income (loss)	7,108		(309)		8,217		(13,904)		Other comprehensive income (loss)		(3,043)		1,109
Comprehensive income	Comprehensive income	$	59,060	$	22,040	$	129,881	$	93,986	Comprehensive income		$	56,275	$	70,821

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except share amounts)	(in thousands, except share amounts)	June 30, 2021		December 31, 2020		(in thousands, except share amounts)	March 31, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	153,864	$	125,172	Cash and cash equivalents	$	84,550	$	83,304
Marketable securities	Marketable securities	376,295		0		Marketable securities	0		375,918
Trade and other accounts receivable, less allowance for credit losses	Trade and other accounts receivable, less allowance for credit losses	399,373		336,395		Trade and other accounts receivable, less allowance for credit losses	464,510		391,779
Inventories	Inventories	457,957		401,031		Inventories	524,091		498,539
Prepaid expenses and other current assets	Prepaid expenses and other current assets	35,982		35,480		Prepaid expenses and other current assets	41,183		38,633
Total current assets	Total current assets	1,423,471		898,078		Total current assets	1,114,334		1,388,173
Property, plant, and equipment, net	Property, plant, and equipment, net	680,315		665,147		Property, plant, and equipment, net	671,327		676,770
Intangibles (net of amortization) and goodwill	Intangibles (net of amortization) and goodwill	128,531		129,944		Intangibles (net of amortization) and goodwill	127,356		127,752
Prepaid pension cost	Prepaid pension cost	141,151		137,069		Prepaid pension cost	245,751		242,604
Operating lease right-of-use assets	Operating lease right-of-use assets	64,980		61,329		Operating lease right-of-use assets	69,294		68,402

Deferred charges and other assets	Deferred charges and other assets	40,264		42,308		Deferred charges and other assets	53,491		54,735
Total assets	Total assets	$	2,478,712	$	1,933,875	Total assets	$	2,281,553	$	2,558,436
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	259,209	$	189,937	Accounts payable	$	290,846	$	246,097
Accrued expenses	Accrued expenses	69,185		78,422		Accrued expenses	73,401		85,103
Dividends payable	Dividends payable	18,613		15,184		Dividends payable	16,418		16,648
Income taxes payable	Income taxes payable	5,242		3,760		Income taxes payable	7,781		4,442
Operating lease liabilities	Operating lease liabilities	14,460		13,410		Operating lease liabilities	16,174		15,709
Current portion of long-term debt						Current portion of long-term debt	0		349,434
Other current liabilities	Other current liabilities	5,416		11,742		Other current liabilities	7,079		7,654
Total current liabilities	Total current liabilities	372,125		312,455		Total current liabilities	411,699		725,087
Long-term debt	Long-term debt	990,551		598,848		Long-term debt	841,074		789,853
Operating lease liabilities-noncurrent	Operating lease liabilities-noncurrent	50,489		48,324		Operating lease liabilities-noncurrent	53,096		52,591
Other noncurrent liabilities	Other noncurrent liabilities	216,337		214,424		Other noncurrent liabilities	215,594		228,776
Total liabilities	Total liabilities	1,629,502		1,174,051		Total liabilities	1,521,463		1,796,307
Commitments and contingencies (Note 10)	Commitments and contingencies (Note 10)	0		0		Commitments and contingencies (Note 10)	0		0
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Common stock and paid-in capital (with 0 par value; authorized shares - 80,000,000; issued and outstanding shares - 10,928,129 at June 30, 2021 and 10,921,377 at December 31, 2020)		1,748		717
Common stock and paid-in capital (with no par value; authorized shares - 80,000,000; issued and outstanding shares - 10,254,703 at March 31, 2022 and 10,362,722 at December 31, 2021)						Common stock and paid-in capital (with no par value; authorized shares - 80,000,000; issued and outstanding shares - 10,254,703 at March 31, 2022 and 10,362,722 at December 31, 2021)	0		0
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(164,947)		(173,164)		Accumulated other comprehensive loss	(85,270)		(82,227)
Retained earnings	Retained earnings	1,012,409		932,271		Retained earnings	845,360		844,356
Total shareholders' equity	Total shareholders' equity	849,210		759,824		Total shareholders' equity	760,090		762,129
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	2,478,712	$	1,933,875	Total liabilities and shareholders’ equity	$	2,281,553	$	2,558,436

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


(in thousands, except share and per-share amounts)	(in thousands, except share and per-share amounts)	Common Stock and Paid-in Capital			Accumulated Other Comprehensive Loss				Retained Earnings				Total Shareholders’ Equity		(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														Shares		Amount
Balance at March 31, 2020		10,938,744	$	0			$	(176,343)			$	815,592			$	639,249
Net income									22,349				22,349
Other comprehensive income (loss)					(309)								(309)
Cash dividends ($1.90 per share)									(20,756)				(20,756)
Repurchases of common stock		(14,745)	(133)						(5,529)				(5,662)
Tax withholdings related to stock-based compensation			(8)										(8)
Stock-based compensation		0	422						0				422
Balance at June 30, 2020		10,923,999	$	281	$	(176,652)			$	811,656			$	635,285

Balance at March 31, 2021		10,928,154	$	1,190	$	(172,055)			$	981,220			$	810,355

Balance at December 31, 2020															Balance at December 31, 2020			10,921,377		$	717			$	(173,164)			$	932,271			$	759,824
Net income	Net income								51,952				51,952		Net income											69,712				69,712
Other comprehensive income (loss)	Other comprehensive income (loss)				7,108								7,108		Other comprehensive income (loss)							1,109								1,109
Cash dividends ($1.90 per share)	Cash dividends ($1.90 per share)								(20,763)				(20,763)		Cash dividends ($1.90 per share)											(20,763)				(20,763)

Stock-based compensation	Stock-based compensation	(25)	558						0				558		Stock-based compensation			6,777		473										473
Balance at June 30, 2021		10,928,129	$	1,748	$	(164,947)			$	1,012,409			$	849,210
Balance at March 31, 2021															Balance at March 31, 2021			10,928,154		$	1,190	$	(172,055)			$	981,220			$	810,355

Balance at December 31, 2019		11,188,549	$	1,965	$	(162,748)			$	843,881			$	683,098
Balance at December 31, 2021															Balance at December 31, 2021			10,362,722		$	0	$	(82,227)			$	844,356			$	762,129
Net income	Net income								107,890				107,890		Net income											59,318				59,318
Other comprehensive income (loss)	Other comprehensive income (loss)				(13,904)								(13,904)		Other comprehensive income (loss)							(3,043)								(3,043)
Cash dividends ($3.80 per share)									(41,916)				(41,916)
Cash dividends ($2.10 per share)															Cash dividends ($2.10 per share)											(21,570)				(21,570)
Repurchases of common stock	Repurchases of common stock	(267,128)	(1,760)						(98,240)				(100,000)		Repurchases of common stock			(115,796)		(597)						(36,750)				(37,347)

Tax withholdings related to stock-based compensation		(1,547)	(641)										(641)
Stock-based compensation		4,125	717						41				758
Balance at June 30, 2020		10,923,999	$	281	$	(176,652)			$	811,656			$	635,285

Balance at December 31, 2020		10,921,377	$	717	$	(173,164)			$	932,271			$	759,824
Net income									121,664				121,664
Other comprehensive income (loss)					8,217								8,217
Cash dividends ($3.80 per share)									(41,526)				(41,526)

Stock-based compensation	Stock-based compensation	6,752	1,031						0				1,031		Stock-based compensation			7,777		597						6				603
Balance at June 30, 2021		10,928,129	$	1,748	$	(164,947)			$	1,012,409			$	849,210
Balance at March 31, 2022															Balance at March 31, 2022			10,254,703		$	0	$	(85,270)			$	845,360			$	760,090

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


(in thousands)	(in thousands)	Six Months Ended June 30,				(in thousands)	Three Months Ended March 31,
		2021		2020			2022		2021
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	$	125,172	$	144,397	Cash and cash equivalents at beginning of year	$	83,304	$	125,172
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	121,664		107,890		Net income	59,318		69,712
Adjustments to reconcile net income to cash flows from operating activities:	Adjustments to reconcile net income to cash flows from operating activities:					Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	Depreciation and amortization	41,719		42,356		Depreciation and amortization	21,072		20,631
Deferred income tax expense		6,654		3,322
Deferred income tax (benefit) expense						Deferred income tax (benefit) expense	(12,135)		2,455
Loss on early extinguishment of debt						Loss on early extinguishment of debt	7,545		0

Unrealized (gain) loss on marketable securities		2,314		0
Working capital changes	Working capital changes	(59,484)		(60,072)		Working capital changes	(66,987)		(41,421)
Loss on marketable securities						Loss on marketable securities	2,977		0
Cash pension and postretirement contributions	Cash pension and postretirement contributions	(5,184)		(5,152)		Cash pension and postretirement contributions	(2,099)		(2,577)
Other, net	Other, net	(3,629)		5,953		Other, net	(2,910)		571
Cash provided from (used in) operating activities	Cash provided from (used in) operating activities	104,054		94,297		Cash provided from (used in) operating activities	6,781		49,371
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(44,394)		(40,088)		Capital expenditures	(12,612)		(20,524)
Purchases of marketable securities	Purchases of marketable securities	(387,653)		0		Purchases of marketable securities	(787)		0
Proceeds from sales and maturities of marketable securities	Proceeds from sales and maturities of marketable securities	9,894		0		Proceeds from sales and maturities of marketable securities	372,846		0

Other, net		0		(927)
Cash provided from (used in) investing activities	Cash provided from (used in) investing activities	(422,153)		(41,015)		Cash provided from (used in) investing activities	359,447		(20,524)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Redemption of 4.10% senior notes						Redemption of 4.10% senior notes	(350,000)		0
Net borrowings under revolving credit facility	Net borrowings under revolving credit facility	0		47,059		Net borrowings under revolving credit facility	51,000		0
Issuance of 2.70% senior notes	Issuance of 2.70% senior notes	395,052		0		Issuance of 2.70% senior notes	0		395,052
Dividends paid	Dividends paid	(41,526)		(41,916)		Dividends paid	(21,570)		(20,763)
Repurchases of common stock	Repurchases of common stock	0		(100,000)		Repurchases of common stock	(37,347)		0
Cash costs of 4.10% senior notes redemption						Cash costs of 4.10% senior notes redemption	(7,099)		0
Debt issuance costs	Debt issuance costs	(3,897)		(1,348)		Debt issuance costs	0		(2,932)
Other, net	Other, net	(3,544)		3,565		Other, net	(833)		(1,915)
Cash provided from (used in) financing activities	Cash provided from (used in) financing activities	346,085		(92,640)		Cash provided from (used in) financing activities	(365,849)		369,442
Effect of foreign exchange on cash and cash equivalents	Effect of foreign exchange on cash and cash equivalents	706		(2,975)		Effect of foreign exchange on cash and cash equivalents	867		(1,056)
Increase (decrease) in cash and cash equivalents		28,692		(42,333)
Increase in cash and cash equivalents						Increase in cash and cash equivalents	1,246		397,233
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	153,864	$	102,064	Cash and cash equivalents at end of period	$	84,550	$	522,405

See accompanying Notes to Condensed Consolidated Financial Statements

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Financial Statement Presentation

In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, and our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the ~~second quarter and six~~three months ended ~~June 30,~~March 31, 2022 and March 31, 2021, ~~and June 30, 2020,~~ and our cash flows for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~June 30, 2020.~~March 31, 2021. 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, ~~2020 (2020~~2021 (2021 Annual Report), as filed with the Securities and Exchange Commission (SEC). The results of operations for the ~~six~~three month period ended ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2021.~~2022. The December 31, ~~2020~~2021 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

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

2. Net Sales

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

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

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


		Second Quarter Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)		2022		2021
Net sales	Net sales									Net sales
United States	United States	$	190,563	$	119,928	$	360,887	$	301,772	United States		$	224,688	$	170,324
China	China	72,065		57,442		146,053		103,240		China		52,703		73,988
Europe, Middle East, Africa, India	Europe, Middle East, Africa, India	168,479		130,944		345,129		321,567		Europe, Middle East, Africa, India		195,987		176,650
Asia Pacific, except China	Asia Pacific, except China	83,804		66,759		166,401		146,172		Asia Pacific, except China		104,841		82,597
Other foreign	Other foreign	75,810		35,791		138,866		97,530		Other foreign		84,333		63,056
Net sales	Net sales	$	590,721	$	410,864	$	1,157,336	$	970,281	Net sales		$	662,552	$	566,615

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. Segment Information

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

Net Sales by Segment


		Second Quarter Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)		2022		2021
Petroleum additives	Petroleum additives									Petroleum additives
Lubricant additives	Lubricant additives	$	498,777	$	343,418	$	993,333	$	807,104	Lubricant additives		$	570,042	$	494,556
Fuel additives	Fuel additives	87,810		65,285		158,152		158,971		Fuel additives		90,262		70,342
Total	Total	586,587		408,703		1,151,485		966,075		Total		660,304		564,898
All other	All other	4,134		2,161		5,851		4,206		All other		2,248		1,717
Net sales	Net sales	$	590,721	$	410,864	$	1,157,336	$	970,281	Net sales		$	662,552	$	566,615

Segment Operating Profit


		Second Quarter Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)		2022		2021
Petroleum additives	Petroleum additives	$	74,200	$	33,061	$	168,271	$	146,732	Petroleum additives		$	86,922	$	94,071
All other	All other	17		(399)		(647)		(64)		All other		98		(664)
Segment operating profit	Segment operating profit	74,217		32,662		167,624		146,668		Segment operating profit		87,020		93,407
Corporate, general, and administrative expenses	Corporate, general, and administrative expenses	(3,548)		(5,467)		(7,860)		(9,698)		Corporate, general, and administrative expenses		(3,890)		(4,312)
Interest and financing expenses, net	Interest and financing expenses, net	(8,869)		(7,005)		(15,212)		(14,109)		Interest and financing expenses, net		(9,406)		(6,343)

Loss on early extinguishment of debt										Loss on early extinguishment of debt		(7,545)		0
Other income (expense), net	Other income (expense), net	5,258		7,078		11,876		14,485		Other income (expense), net		7,328		6,618
Income before income tax expense	Income before income tax expense	$	67,058	$	27,268	$	156,428	$	137,346	Income before income tax expense		$	73,507	$	89,370

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Pension Plans and Other Postretirement Benefits

The table below shows cash contributions made during the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, as well as the remaining cash contributions we expect to make during the year ending December 31, ~~2021,~~2022, for our domestic and foreign pension plans and domestic postretirement benefit plan.


(in thousands)	(in thousands)	Actual Cash Contributions for Six Months Ended June 30, 2021		Expected Remaining Cash Contributions for Year Ending December 31, 2021		(in thousands)	Actual Cash Contributions for Three Months Ended March 31, 2022		Expected Remaining Cash Contributions for Year Ending December 31, 2022
Domestic plans	Domestic plans					Domestic plans
Pension benefits	Pension benefits	$	1,428	$	1,428	Pension benefits	$	620	$	1,859
Postretirement benefits	Postretirement benefits	607		607		Postretirement benefits	365		1,094
Foreign plans	Foreign plans					Foreign plans
Pension benefits	Pension benefits	3,149		2,979		Pension benefits	1,114		5,123

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


		Domestic									Domestic
		Pension Benefits				Postretirement Benefits					Pension Benefits				Postretirement Benefits
		Second Quarter Ended June 30,									Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2022		2021		2022		2021
Service cost	Service cost	$	4,814	$	4,198	$	250	$	217	Service cost	$	4,856	$	4,814	$	260	$	250
Interest cost	Interest cost	3,241		3,509		291		346		Interest cost	3,389		3,241		289		292
Expected return on plan assets	Expected return on plan assets	(9,670)		(9,306)		(234)		(241)		Expected return on plan assets	(10,940)		(9,670)		(204)		(233)
Amortization of prior service cost (credit)	Amortization of prior service cost (credit)	69		67		(757)		(757)		Amortization of prior service cost (credit)	68		68		(757)		(757)
Amortization of actuarial net (gain) loss	Amortization of actuarial net (gain) loss	1,390		1,316		13		0		Amortization of actuarial net (gain) loss	536		1,390		8		12
Net periodic benefit cost (income)	Net periodic benefit cost (income)	$	(156)	$	(216)	$	(437)	$	(435)	Net periodic benefit cost (income)	$	(2,091)	$	(157)	$	(404)	$	(436)


		Domestic										Foreign
		Pension Benefits				Postretirement Benefits						Pension Benefits
		Six Months Ended June 30,									Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)			2022		2021
Service cost	Service cost	$	9,628	$	8,395	$	500	$	434	Service cost			$	2,360	$	2,757
Interest cost	Interest cost	6,482		7,017		583		691		Interest cost			1,098		827
Expected return on plan assets	Expected return on plan assets	(19,340)		(18,611)		(467)		(482)		Expected return on plan assets			(2,635)		(2,666)
Amortization of prior service cost (credit)	Amortization of prior service cost (credit)	137		133		(1,514)		(1,514)		Amortization of prior service cost (credit)			37		38
Amortization of actuarial net (gain) loss	Amortization of actuarial net (gain) loss	2,780		2,632		25		0		Amortization of actuarial net (gain) loss			169		901
Net periodic benefit cost (income)	Net periodic benefit cost (income)	$	(313)	$	(434)	$	(873)	$	(871)	Net periodic benefit cost (income)			$	1,029	$	1,857

5. Earnings Per Share

We had 34,349 shares of nonvested restricted stock at March 31, 2022 and 26,728 shares of nonvested restricted stock at March 31, 2021 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Foreign
Pension Benefits
Second Quarter Ended June 30, Six Months Ended June 30,
(in thousands) 2021 2020 2021 2020
Service cost $ 2,769 $ 2,061 $ 5,526 $ 4,207
Interest cost 834 929 1,661 1,913
Expected return on plan assets (2,691) (2,334) (5,357) (4,795)
Amortization of prior service cost (credit) 38 (10) 76 (21)
Amortization of actuarial net (gain) loss 907 339 1,808 692
Net periodic benefit cost (income) $ 1,857 $ 985 $ 3,714 $ 1,996

~~5. Earnings Per Share~~

We had 26,703 shares of nonvested restricted stock at June 30, 2021 and 19,858 shares of nonvested restricted stock at June 30, 2020 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

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


		Second Quarter Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(in thousands, except per-share amounts)	(in thousands, except per-share amounts)	2021		2020		2021		2020		(in thousands, except per-share amounts)		2022		2021
Earnings per share numerator:	Earnings per share numerator:									Earnings per share numerator:
Net income attributable to common shareholders before allocation of earnings to participating securities	Net income attributable to common shareholders before allocation of earnings to participating securities	$	51,952	$	22,349	$	121,664	$	107,890	Net income attributable to common shareholders before allocation of earnings to participating securities		$	59,318	$	69,712
Earnings allocated to participating securities	Earnings allocated to participating securities	130		42		283		154		Earnings allocated to participating securities		175		153
Net income attributable to common shareholders after allocation of earnings to participating securities	Net income attributable to common shareholders after allocation of earnings to participating securities	$	51,822	$	22,307	$	121,381	$	107,736	Net income attributable to common shareholders after allocation of earnings to participating securities		$	59,143	$	69,559
Earnings per share denominator:	Earnings per share denominator:									Earnings per share denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted	Weighted-average number of shares of common stock outstanding - basic and diluted	10,901		10,904		10,901		11,020		Weighted-average number of shares of common stock outstanding - basic and diluted		10,290		10,901

Earnings per share - basic and diluted	Earnings per share - basic and diluted	$	4.75	$	2.05	$	11.13	$	9.78	Earnings per share - basic and diluted		$	5.75	$	6.38

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~~NEWMARKET CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

6. Marketable Securities

During ~~May~~ 2021, NewMarket invested in both debt, which was designated as trading, and equity marketable securities. ~~The debt securities are designated as trading. The~~Subsequently, during the first three months of 2022, we sold all of the marketable securities. While held, the marketable securities ~~are~~were recorded on a settlement date basis at estimated fair value and ~~are~~were classified as current assets in the Consolidated Balance Sheets. ~~Unrealized gains~~Gains and losses, as well as the investment income attributable to the debt and equity securities, are reported in Other income (expense), net in the Consolidated Statements of Income. The debt securities ~~have~~had a cost basis of ~~$48~~$50 million and the equity securities ~~have~~had a cost basis of ~~$331~~$334 million at ~~June 30,~~December 31, 2021. ~~The fair value of both~~At March 31, 2022 the ~~debt and equity~~cost basis for all marketable securities ~~are shown in the second table below.~~

~~The portion of unrealized gains and losses for the period related to both the debt and equity securities still held at the reporting date are as follows:~~

Second Quarter Ended
June 30, Six Months Ended
June 30,
(in thousands) 2021 2021
Unrealized gains and (losses) recognized during the reporting period on debt securities still held at the reporting date $ 56 $ 56
Unrealized gains and (losses) recognized during the reporting period on equity securities still held at the reporting date $ (2,370) $ (2,370)
was zero.

The following table provides information on the fair value of the marketable securities, as well as the related level within the fair value hierarchy. The estimated fair value of debt securities iswas based on reported trades of the debt security adjusted for other observable market data including, but not limited to, benchmark yield curves, market-based quotes of similar assets, and other market-corroborated inputs. The estimated fair value of equity securities iswas based on actively quoted market prices.


		June 30, 2021									December 31, 2021
				Fair Value Measurements Using									Fair Value Measurements Using
(in thousands)	(in thousands)	Fair Value		Level 1		Level 2		Level 3		(in thousands)	Fair Value		Level 1		Level 2		Level 3
Debt securities:
Debt securities										Debt securities
Corporate bonds	Corporate bonds	$	47,837	$	0	$	47,837	$	0	Corporate bonds	$	48,727	$	0	$	48,727	$	0

Equity securities:
Equity securities										Equity securities
U.S. government income mutual fund	U.S. government income mutual fund	328,458		328,458		0		0		U.S. government income mutual fund	327,191		327,191		0		0
Total marketable securities	Total marketable securities	$	376,295	$	328,458	$	47,837	$	0	Total marketable securities	$	375,918	$	327,191	$	48,727	$	0

7. Inventories

June 30, December 31,
(in thousands) 2021 2020
Finished goods and work-in-process $ 364,773 $ 325,588
Raw materials 76,080 59,413
Stores, supplies, and other 17,104 16,030
$ 457,957 $ 401,031


	March 31,		December 31,
(in thousands)	2022		2021
Finished goods and work-in-process	$	420,356	$	393,778
Raw materials	85,357		86,856
Stores, supplies, and other	18,378		17,905
	$	524,091	$	498,539

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. Intangibles (Net of Amortization) and Goodwill

The net carrying amount of intangibles and goodwill was ~~$129~~$127 million at ~~June 30, 2021~~March 31, 2022 and ~~$130~~$128 million at December 31, ~~2020.~~2021. The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below.


		June 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
(in thousands)	(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets	Amortizing intangible assets									Amortizing intangible assets
Formulas and technology	Formulas and technology	$	6,200	$	4,133	$	6,200	$	3,617	Formulas and technology	$	6,200	$	4,908	$	6,200	$	4,650
Contract	Contract	2,000		900		2,000		800		Contract	2,000		1,050		2,000		1,000
Customer bases	Customer bases	5,440		4,065		14,240		12,037		Customer bases	5,440		4,207		5,440		4,160

Goodwill	Goodwill	123,989				123,958				Goodwill	123,881				123,922
		$	137,629	$	9,098	$	146,398	$	16,454		$	137,521	$	10,165	$	137,562	$	9,810

All of the intangibles relate to the petroleum additives segment. The change in the gross carrying amount between December 31, ~~2020~~2021 and ~~June 30, 2021~~March 31, 2022 is due to ~~a customer base becoming fully amortized and~~ foreign currency fluctuation. There is 0no accumulated goodwill impairment.

Amortization expense was (in thousands):



~~Second quarter~~Three months ended ~~June 30, 2021~~March 31, 2022	$	~~723~~355
~~Six months ended June 30, 2021~~	~~1,444~~
~~Second quarter~~Three months ended ~~June 30, 2020~~March 31, 2021	~~1,009~~
~~Six months ended June 30, 2020~~	~~1,736~~721

Estimated amortization expense for the remainder of ~~2021,~~2022, as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands):


2021		$	712
2022	2022	1,423		2022	$	1,068
2023	2023	907		2023	907
2024	2024	390		2024	390
2025	2025	390		2025	390
2026	2026	390		2026	390
2027				2027	190

We amortize the contract over 10 years; the customer base over 20 years; and formulas and technology over 6 years.

9. Long-term Debt


(in thousands)	March 31, 2022		December 31, 2021
Senior notes - 2.70% due 2031 (net of related deferred financing costs)	$	392,074	$	391,853
Senior notes - 3.78% due 2029	250,000		250,000
Senior notes - 4.10% due 2022 (net of related deferred financing costs)	0		349,434
Revolving credit facility	199,000		148,000
	841,074		1,139,287
Less: Current maturity of 4.10% senior notes	0		349,434
	$	841,074	$	789,853

Senior Notes

- The outstanding 2.70% senior notes, which were issued in 2021, are unsecured with an aggregate principal amount of $400 million. The offer and sale of the notes were registered under the Securities Act of 1933, as amended.

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(Unaudited)

~~9. Long-term Debt~~

(in thousands) June 30,
2021 December 31,
2020
Senior notes - 2.70% due 2031 (net of related deferred financing costs) $ 391,410 $ 0
Senior notes - 4.10% due 2022 (net of related deferred financing costs) 349,141 348,848
Senior notes - 3.78% due 2029 250,000 250,000
$ 990,551 $ 598,848

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

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

•~~grant liens to secure indebtedness;~~

•~~engage in sale and lease back transactions;~~

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

~~The outstanding 4.10% senior notes are unsecured, with an aggregate principal amount of $350 million and are registered under the Securities Act of 1933, as amended.~~ The outstanding 3.78% senior notes are unsecured and were issued in a 2017 private placement with The Prudential Insurance Company of America and certain other purchasers.

On March 15, 2022 we redeemed the 4.10% senior notes at a redemption price of 100% of the principal amount of $350 million plus the accrued and unpaid interest on the notes and the applicable premium as outlined in the Indenture dated December 20, 2012. The 4.10% senior notes were due December 2022. We recognized a loss of $7.5 million on the early extinguishment including cash paid of $7.1 million for the premium on the early redemption and a write-off of $0.4 million of unamortized deferred financing costs.

We were in compliance with all covenants under all issuances of outstanding senior notes as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Revolving Credit Facility - The revolving credit facility has a borrowing capacity of $900 million, a term of five years, and matures on March 5, 2025. The obligations under the revolving credit facility are unsecured and are fully and unconditionally guaranteed by NewMarket. ~~There were 0 outstanding~~

The average interest rate for borrowings under the ~~revolving~~ credit ~~facility at June 30, 2021 or December 31, 2020. As~~agreement was 1.8% during the first three months of ~~June 30, 2021~~2022 and ~~December 31, 2020 outstanding letters~~1.6% during the full year of ~~credit were approximately $2 million resulting in the unused portion of the credit facility amounting to $898 million.~~

2021. We were in compliance with all covenants under the revolving credit facility as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Outstanding borrowings under the revolving credit facility amounted to $199 million at March 31, 2022 and $148 million at December 31, 2021. Outstanding letters of credit amounted to approximately $2 million at March 31, 2022 and at December 31, 2021. The unused portion of the credit facility amounted to $699 million as of March 31, 2022 and $750 million at December 31, 2021.

10. Commitments and Contingencies

Legal Matters

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

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

Environmental

We are involved in environmental proceedings and potential proceedings relating to soil and groundwater contamination, disposal of hazardous waste, and other environmental matters at several of our current or former facilities, or at third-party sites where we have been designated as a potentially responsible party (PRP). While we believe we are currently adequately accrued for known environmental issues, it is possible that unexpected future costs could have a significant impact on our consolidated financial position, results of operations, and cash flows. Our total accruals for environmental remediation, dismantling, and decontamination were approximately $10 million at ~~both June 30, 2021~~March 31, 2022 and $11 million at December 31, ~~2020.~~2021. Of the total accrual, the current portion is included in accrued expenses and the noncurrent portion is included in other noncurrent liabilities on the Condensed Consolidated Balance Sheets.

Our more significant environmental sites include a former plant site in Louisiana and a Houston, Texas plant site. Together, the amounts accrued on a discounted basis related to these sites represented approximately $8 million of the total accrual above at both March 31, 2022 and December 31, 2021, using discount rates ranging from 3% to 9% for both periods. The aggregate undiscounted amount for these sites was $10 million at both March 31, 2022 and December 31, 2021.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Our more significant environmental sites include a former plant site in Louisiana (the Louisiana site) and a Houston, Texas plant site (the Texas site). Together, the amounts accrued on a discounted basis related to these sites represented approximately $7 million of the total accrual above at June 30, 2021 and $8 million at December 31, 2020, using discount rates ranging from 3% to 9% for both periods. The aggregate undiscounted amount for these sites was $9 million at both June 30, 2021 and December 31, 2020.

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)	(in thousands)	Pension Plans and Other Postretirement Benefits		Foreign Currency Translation Adjustments		Accumulated Other Comprehensive (Loss) Income		(in thousands)	Pension Plans and Other Postretirement Benefits		Foreign Currency Translation Adjustments		Accumulated Other Comprehensive (Loss) Income
Balance at December 31, 2019		$	(69,795)	$	(92,953)	$	(162,748)
Other comprehensive income (loss) before reclassifications		0		(15,369)		(15,369)
Amounts reclassified from accumulated other comprehensive loss (a)		1,465		0		1,465
Other comprehensive income (loss)		1,465		(15,369)		(13,904)
Balance at June 30, 2020		$	(68,330)	$	(108,322)	$	(176,652)

Balance at December 31, 2020	Balance at December 31, 2020	$	(92,771)	$	(80,393)	$	(173,164)	Balance at December 31, 2020	$	(92,771)	$	(80,393)	$	(173,164)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(657)		6,320		5,663		Other comprehensive income (loss) before reclassifications	(657)		467		(190)
Amounts reclassified from accumulated other comprehensive loss (a)	Amounts reclassified from accumulated other comprehensive loss (a)	2,554		0		2,554		Amounts reclassified from accumulated other comprehensive loss (a)	1,299		0		1,299
Other comprehensive income (loss)	Other comprehensive income (loss)	1,897		6,320		8,217		Other comprehensive income (loss)	642		467		1,109
Balance at June 30, 2021		$	(90,874)	$	(74,073)	$	(164,947)
Balance at March 31, 2021								Balance at March 31, 2021	$	(92,129)	$	(79,926)	$	(172,055)

Balance at December 31, 2021								Balance at December 31, 2021	$	1,522	$	(83,749)	$	(82,227)
Other comprehensive income (loss) before reclassifications								Other comprehensive income (loss) before reclassifications	16		(3,102)		(3,086)
Amounts reclassified from accumulated other comprehensive loss (a)								Amounts reclassified from accumulated other comprehensive loss (a)	43		0		43
Other comprehensive income (loss)								Other comprehensive income (loss)	59		(3,102)		(3,043)
Balance at March 31, 2022								Balance at March 31, 2022	$	1,581	$	(86,851)	$	(85,270)

(a) The pension plan and other postretirement benefit components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income). See Note 4 in this Quarterly Report on Form 10-Q and Note 1718 in our ~~2020~~2021 Annual Report for further information.

12. Fair Value Measurements

The carrying amount of cash and cash equivalents in the Consolidated Balance Sheets, as well as the fair value, was ~~$154~~$85 million at ~~June 30, 2021~~March 31, 2022 and ~~$125~~$83 million at December 31, ~~2020.~~2021. The fair value is classified as Level 1 in the fair value hierarchy.

No material events occurred during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

Long-term debt – We record the carrying amount of our long-term debt at historical cost, less deferred financing costs related to our publicly traded senior notes. The estimated fair value of our long-term debt is shown in the table below and is based primarily on estimated current rates available to us for debt of the same remaining duration and adjusted for nonperformance risk and credit risk. The estimated fair value of our publicly-traded senior notes included in the table below is based on the last quoted price closest to ~~June 30, 2021.~~March 31, 2022. The fair value of our debt instruments are classified as Level 2.


		June 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
(in thousands)	(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt		$	990,551	$	1,044,582	$	598,848	$	648,671
Long-term debt, including current maturities										Long-term debt, including current maturities	$	841,074	$	817,137	$	1,139,287	$	1,178,066

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

Forward-Looking Statements

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

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

Factors that could cause actual results to differ materially from expectations include, but are not limited to, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; sudden, sharp, or ~~sharp~~prolonged raw material price increases; competition from other manufacturers; current and future governmental regulations; the gain or loss of significant customers; failure to attract and retain a highly-qualified workforce; an information technology system failure or security breach; the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, wars, and health-related epidemics such as the COVID-19 pandemic; risks related to operating outside of the United States; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from ~~recent or~~ future acquisitions, or our inability to successfully integrate ~~recent or~~ future acquisitions into our business; the underperformance of our pension assets resulting in additional cash contributions to our pension plans; and other factors detailed from time to time in the reports that NewMarket files with the SEC, including the risk factors in Item 1A. “Risk Factors” of our ~~2020~~2021 Annual Report, which is available to shareholders upon request.

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

Overview

When comparing the results of the petroleum additives segment for the first ~~six~~three months of 2022 with the first three months of 2021, ~~with the first six months of 2020,~~ net sales increased ~~19.2%~~16.9% primarily due to higher ~~lubricant additives~~selling prices, as well as higher product shipments, ~~and a favorable foreign currency impact,~~which were partially offset by ~~decreased selling prices and lower fuel additives product shipments.~~an unfavorable foreign currency impact. Petroleum additives operating profit was ~~14.7% higher~~7.6% lower when comparing the first ~~six~~three months of 2022 with the first three months of 2021, ~~with the first six months of 2020,~~ reflecting ~~improved product shipments and favorable conversion~~significantly higher raw material costs, ~~mostly~~as well as higher operating costs, partially offset by higher ~~raw material costs.~~selling prices and improved product shipments.

~~On March 18, 2021,~~During the first three months of 2022, we ~~issued $400 million aggregate principal amount~~repurchased 115,796 shares of ~~2.70%~~our common stock for a total of $37.3 million. We also redeemed our 4.10% senior notes ~~due 2031. Subsequently, in May 2021, we invested most~~and sold all of ~~the proceeds in~~our marketable securities.

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

Impact of the ~~COVID-19 Pandemic and~~ Current Economic Environment

~~While~~The current economic environment in which we operate is characterized by steadily rising costs, including raw material costs, limitations on certain supply availability, and a challenging supply chain network and transportation system. Because of our active business continuity process and global network, we have continued to ~~a lesser extent than~~substantially manage through these factors during ~~2020, petroleum additives operating results for~~ the first ~~six~~three months of ~~2021 include an unfavorable impact from~~ the year and have delivered product to our customers. We do not currently expect the supply chain network disruptions to be long-term in nature, but we cannot predict how the current economic ~~uncertainty resulting from~~environment may evolve over the ~~ongoing effects of~~coming months or how long the COVID-19 pandemic and the related restrictions on the movement of people, goods and services. The pace and stability of improvement in demand for our products will continue to depend heavily on economic recovery and the rate at which government restrictions are lifted and remain lifted.supply chain network disruptions may last. We will continue working with our customers to ~~monitor~~deliver product, but at the ~~government restrictions,~~same time, we also expect to be challenged by these ongoing economic factors as ~~well as~~we manage our business throughout the ~~status~~rest of the ~~vaccination programs that are being implemented globally.~~year.

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~~All of our locations around~~In addition to the ~~world, including our manufacturing and research and development facilities, have continued to~~general inflationary environment in which we operate, ~~safely and without interruption during~~ the pandemic, with only a very few government-ordered, short-term exceptions, and we expect them to continue to do so. Both our raw material supply and the transportation network have experienced some disruptions, but we have managed through theseRussia-Ukraine war has introduced additional challenges ~~and expect to continue to do so. Our products are being delivered~~ to our ~~customers.~~business. While this conflict did not have a material impact on our financial results for the first three months of 2022, numerous countries have imposed sanctions against Russia. We are complying with these sanctions and are evaluating this evolving situation to assess its impact on our business.

~~Our~~Despite the challenging economic environment, our financial position remains strong. We have sufficient access to capital, if needed, and do not anticipate any issues with meeting the covenants for all our debt agreements. Our major capital projects are continuing to progress substantially as planned.

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

The chemical industry and our products are ~~recognized as~~ essential for transportation of goods and services. Our business continuity planning process focuses our efforts on managing through this challenging time and helping our customers do the same. As we are a global company and can leverage the knowledge and experience of our personnel in facilities across the world, we do not expect to experience negative impacts related to short-term travel and border restrictions.

Results of Operations

Net Sales

Consolidated net sales for the ~~second quarter~~first three months of ~~2021~~2022 totaled ~~$590.7~~$662.6 million, representing an increase of ~~$179.9~~$95.9 million, or ~~43.8% from the second quarter of 2020. Consolidated net sales for the first six months of 2021 totaled $1.2 billion, representing an increase of $187.1 million, or 19.3%~~16.9%, from the first ~~six~~three months of ~~2020.~~2021. The following table shows net sales by segment and product line.


		Second Quarter Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)		2022		2021
Petroleum additives	Petroleum additives									Petroleum additives
Lubricant additives	Lubricant additives	$	498.8	$	343.4	$	993.3	$	807.1	Lubricant additives		$	570.0	$	494.6
Fuel additives	Fuel additives	87.8		65.3		158.2		159.0		Fuel additives		90.3		70.3
Total	Total	586.6		408.7		1,151.5		966.1		Total		660.3		564.9
All other	All other	4.1		2.2		5.8		4.2		All other		2.3		1.7
Net sales	Net sales	$	590.7	$	410.9	$	1,157.3	$	970.3	Net sales		$	662.6	$	566.6

Petroleum Additives Segment

The regions in which we operate include North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and the EMEAI region. While there is some fluctuation, the percentage of net sales generated in the regions remained fairly consistent when comparing the first ~~six~~three months of ~~2021~~2022 with the same period in ~~2020,~~2021, as well as with the full year in ~~2020.~~2021.

Petroleum additives net sales for the ~~second quarter~~first three months of ~~2021~~2022 were ~~$586.6~~$660.3 million compared to ~~$408.7 million for the second quarter of 2020, an increase of 43.5%. Petroleum additives net sales for the first six months of 2021 were $1.2 billion compared to $966.1~~$564.9 million for the first ~~six~~three months of ~~2020,~~2021, an increase of ~~19.2%~~16.9%. ~~For both the second quarter and six months comparative periods, the increases were~~The increase was across all regions with North America representing around ~~40%~~60% of the increase, in both comparative periods. The remaining regions each contributed approximately 20% of the increase in net sales for the second quarter comparison. For the six month comparison, the Asia Pacific region reflected an approximate 35% increase with the EMEAI and Latin America regions ~~reflecting~~representing about 20%, and net sales for the ~~remaining increases in petroleum additives net sales. While 2021 results continue to include~~Asia Pacific region nearly unchanged when comparing the ~~impact~~three months periods of ~~the COVID-19 pandemic to a lesser extent, the second quarter~~2022 and ~~six months 2020 periods include a more significant impact from the pandemic.~~

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2021.

The following table details the approximate components of the increase in petroleum additives net sales between the ~~second quarter and~~ first ~~six~~three months of ~~2021~~2022 and ~~2020.~~2021.

(in millions) Second Quarter Six Months
Period ended June 30, 2020 $ 408.7 $ 966.1
Lubricant additives shipments 142.3 183.9
Fuel additives shipments 18.5 (1.4)
Selling prices 7.2 (18.6)
Foreign currency impact, net 9.9 21.5
Period ended June 30, 2021 $ 586.6 $ 1,151.5


(in millions)	Three Months
Period ended March 31, 2021	$	564.9
Lubricant additives shipments	(0.4)
Fuel additives shipments	2.6
Selling prices	102.3
Foreign currency impact, net	(9.1)
Period ended March 31, 2022	$	660.3

When comparing ~~both~~ the ~~second quarter and the six~~first three months periods of ~~2021~~2022 and ~~2020,~~2021, petroleum additives shipments accounted for a ~~$160.8~~$2.2 million increase in net ~~sales for the second quarter comparison and a $182.5 million increase in net sales for the six month comparison.~~sales. Selling prices improved ~~some~~ during the ~~second quarter~~first three months of 2022 over the same period in 2021 ~~but remained as an unfavorable~~contributing a favorable impact onto net sales ~~for the six months comparison.~~of $102.3 million. The favorable impact from shipments and improved selling prices was ~~net of a favorable~~partially offset by an unfavorable impact from foreign currency exchange ~~rates in both comparative periods.~~rates. The United States Dollar ~~weakened~~strengthened against most of the major currencies in which we transact when comparing the first ~~six~~three months of ~~2021~~2022 and ~~2020~~2021 resulting in ~~a favorable~~an unfavorable impact to petroleum additives net sales for ~~both~~ the ~~second quarter and six~~three months comparative periods. The ~~favorable~~unfavorable impact was predominantly due to changes in the Euro and ~~Chinese Renminbi~~Japanese Yen exchange rates.

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On a worldwide basis, the volume of product shipments for petroleum additives increased ~~41.1%~~2.3% when comparing the ~~two second quarter periods and 19.1% when comparing the six~~first three months of ~~2021~~2022 and ~~2020. Shipments of~~2021. The increases in product shipments for both lubricant additives ~~increased across all regions in both the second quarter~~ and six months comparisons with most of the increases in the North America region but significant increases across the other regions, as well. Fuel additives shipment volumes increased for the second quarter comparison and were substantially unchanged for the six months comparison. The improvement in the second quarter fuel additives ~~shipments~~ was across all regions ~~while~~except for the ~~six months comparison reflected improved~~Asia Pacific Region, which experienced decreases in both product lines. North America contributed most of the increase in product shipments for both lubricant additives and fuel additives. While there was an increase in lubricant additives product shipments ~~for the North America and Asia Pacific regions with substantially offsetting decreases in the Latin America and EMEAI regions. Similar~~on a global basis, due to the ~~discussion~~mix of products sold within the product line, lubricant additives had a small unfavorable impact on net sales ~~above, the volume of product shipments~~as shown in the ~~second quarter of 2020 include the impact from unusually low shipments due to the COVID-19 pandemic.~~table above.

All Other

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

Segment Operating Profit

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

The following table reports segment operating profit for the ~~second quarter and six~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~June 30, 2020.~~March 31, 2021.


		Second Quarter Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)		2022		2021
Petroleum additives	Petroleum additives	$	74.2	$	33.1	$	168.3	$	146.7	Petroleum additives		$	86.9	$	94.1
All other	All other	$	0.0	$	(0.4)	$	(0.7)	$	0.0	All other		$	0.1	$	(0.7)

Petroleum Additives Segment

~~The petroleum~~Petroleum additives segment gross profit decreased $7.6 million and operating profit ~~increased $41.1 million when comparing the second quarter of 2021 to the second quarter of 2020 and $21.6~~decreased $7.2 million when comparing the first ~~six~~three months of ~~2021~~2022 to the first ~~six~~three months of ~~2020. Both comparative periods included~~2021. Cost of goods sold as a percentage of net sales was 76.6% for the ~~impact~~first three months of 2022 and 71.3% for the ~~same factors that affected gross profit (see discussion below).~~

first three months of 2021. The operating profit margin was ~~12.7%~~13.2% for the ~~second quarter~~first three months of ~~2021~~2022 as compared to ~~8.1% for the second quarter of 2020 and was 14.6%~~16.7% for the first ~~six~~three months of ~~2021 as compared to 15.2% for the first six months of 2020.~~2021. For the rolling four quarters ended ~~June 30, 2021,~~March 31, 2022, the operating profit margin for petroleum additives was ~~16.2%~~11.2%. ~~Increasing raw material costs during 2021~~

~~Table~~When comparing the first three months of ~~Contents~~

~~are having a negative impact on our~~2022 and 2021, both gross profit and operating profit ~~margins. While we have successfully raised selling prices to allow for~~included the impact of significantly higher raw material costs, ~~the favorable~~as well as an unfavorable impact ~~of increased selling prices on our operating results lags~~from conversion costs. These were partially offset by the impact of ~~higher~~improved selling prices and product shipments as discussed above, as well as a favorable foreign currency transaction and translation impact.

Throughout most of 2021, we experienced declining operating margins due mainly to the prolonged period of escalating raw material costs. ~~Operating~~While raw material costs, along with other operating costs, have continued to increase in 2022, we have been able to make adjustments to selling prices to offset some of the raw material and operating cost increases. We continue to experience a lag between when price increases go into effect and when margin recovery begins. This lag will continue until raw material costs and other operating costs, including higher costs resulting from the worldwide supply chain disruptions, stabilize.

In this uncertain economic environment of continuing increasing costs, operating profit margins remain a priority for us. Margin recovery and ~~while they~~cost control will be priorities throughout this year with the goal of returning to our historical profit margin range. While operating margins will fluctuate from quarter to quarter due to multiple factors, we believe the fundamentals of our business and industry as a whole are unchanged.

~~Petroleum additives gross profit increased $44.2 million when comparing the two second quarter periods and $26.0 million when comparing the first six months of~~ ~~2021~~ ~~and~~ ~~2020~~. Cost of goods sold as a percentage of net sales was 76.1% for the second quarter of 2021, down slightly from 76.5% for the second quarter of 2020 and 73.8% for the first six months of 2021, increasing from 71.4% for the first six months of 2020.

When comparing both the second quarters and first six months of 2021 and 2020, the increase in gross profit resulted from improved product shipments, as well as a favorable impact from conversions costs. Selling prices were higher for the second quarter comparison, but remained unfavorable for the six month comparison reflecting some price increases beginning to impact our results during the second quarter of 2021. These factors combined contributed over 100% of the improvement in gross profit for both comparative periods. Raw material costs were significantly unfavorable for both the second quarter and six months comparison.

Petroleum additives selling, general, and administrative expenses (SG&A) for the ~~second quarter~~first three months of ~~2021~~2022 were ~~$1.2~~$0.5 million ~~higher~~lower as compared to the ~~second quarter of 2020, and $1.8 million higher when comparing the~~ first ~~six~~three months of ~~2021 to the same 2020 period.~~2021. SG&A as a percentage of net sales was ~~5.2% for the second quarter of 2021, 7.2% for the second quarter of 2020, 5.4%~~4.7% for the first ~~six~~three months of ~~2021~~2022 and ~~6.2%~~5.6% for the first ~~six~~three months of ~~2020.~~2021. Our SG&A costs are primarily personnel-related and include salaries, benefits, and other costs associated with our workforce, including ~~travel~~travel-related expenses. While personnel-related costs fluctuate from period to period, there were no significant changes in the drivers of these costs when comparing the periods.

Our investment in petroleum additives research, development, and testing (R&D) ~~increased $2.0 million when comparing the second quarter of 2021 with the second quarter of 2020 and $2.8 million~~was substantially unchanged when comparing the first ~~six~~three months periods of ~~2021~~2022 and ~~2020.~~2021. As a percentage of net sales, R&D was ~~6.1% for the second quarter of 2021, 8.2% for the second quarter of 2020, 6.2%~~5.5% for the first ~~six~~three months of ~~2021,~~2022, and ~~7.2%~~6.4% for the first ~~six~~three months of ~~2020.~~2021. Our R&D investments reflect our efforts to support the development of solutions that meet our customers' needs, meet new and evolving standards, and support our expansion into new product areas. Our approach to R&D investments, as it is with SG&A, is one of purposeful spending on programs to support our current

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product base and to ensure that we develop products to support our customers' programs in the future. R&D investments include personnel-related costs, as well as costs for internal and external testing of our products.

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

Interest and Financing Expenses, Net

Interest and financing expenses were ~~$8.9 million for the second quarter of 2021, $7.0 million for the second quarter of 2020, $15.2~~$9.4 million for the first ~~six~~three months of ~~2021~~2022 and ~~$14.1~~$6.3 million for the first ~~six~~three months of ~~2020.~~2021. The increase ~~for both the second quarter and the six months comparison~~ resulted primarily from higher outstanding debt during the ~~2021 periods,~~2022 period, along with higher amortization and fees, as well as lower capitalized interest when comparing the first three months of 2022 and the first three months of 2021. A lower average interest rate ~~in both 2021 periods. Higher capitalized interest during the 2021 period~~ partially offset ~~the average rate and debt impact.~~these unfavorable impacts.

Other Income (Expense), Net

Other income (expense), net was income of ~~$5.2~~$7.2 million for ~~the second quarter of 2021, $6.5 million for the second quarter of 2020, $12.4 million for~~both the first ~~six~~three months of ~~2021~~2022 and ~~$14.0 million for the first six months of 2020.~~2021. The amounts for both of the ~~2021~~2022 and ~~2020~~2021 periods primarily reflect the components of net periodic benefit cost (income), except for service cost, from defined benefit pension and postretirement plans. See Note 4 for further information on total periodic benefit cost (income). The 2022 period also included investment income of $1.1 million, as well as a loss on marketable securities of $3.0 million.

Income Tax Expense

Income tax expense was ~~$15.1~~$14.2 million for the ~~second quarter~~first three months of ~~2021~~2022 and ~~$4.9~~$19.7 million for the ~~second quarter~~first three months of ~~2020.~~2021. The effective ~~income~~ tax rate was ~~22.5%~~19.3% for the ~~second quarter~~first three months of ~~2021~~2022 and ~~18.0%~~22.0% for the ~~second quarter~~first three months of ~~2020.~~2021. Income tax expense ~~increased $7.2~~decreased $3.5 million due to ~~higher~~lower income before income tax expense ~~and $3.0~~with the remaining $2.0 million ~~resulting from~~of the ~~higher~~difference caused by the lower effective ~~income~~ tax rate.

~~Income~~The decrease in the effective tax ~~expense was $34.8 million~~rate for the first ~~six~~three months ~~of 2021 and $29.5 million for the first six months of 2020. The effective tax rate~~comparison was 22.2% for the first six months of 2021 and 21.4% for the first six months of 2020. Income tax expense increased $4.1 million due to higher income before income tax expense. The higher effective income tax rate resulted in a $1.2 million increase in income tax.

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~~The increase in the tax rate for both periods is~~ primarily driven by the impact of research and development expense capitalization in 2022 on the foreign derived intangible income ~~from our~~deduction and the impact of having less projected United States interest expense in 2022 as compared to 2021 on the calculation of the allowable global intangible low-taxed income foreign ~~operations.~~tax credits.

Cash Flows, Financial Condition, and Liquidity

Cash and cash equivalents at ~~June 30, 2021~~March 31, 2022 were ~~$153.9~~$84.6 million, which was an increase of ~~$28.7~~$1.2 million since December 31, ~~2020.~~2021.

Cash and cash equivalents held by our foreign subsidiaries amounted to ~~$117.4~~$81.5 million at ~~June 30, 2021~~March 31, 2022 and ~~$97.3~~$81.1 million at December 31, ~~2020.~~2021. Periodically, we repatriate cash from our foreign subsidiaries to the United States through intercompany dividends and loans. We do not anticipate significant tax consequences from future distributions of foreign earnings.

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

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

Cash Flows – Operating Activities

Cash flows provided from operating activities for the first ~~six~~three months of ~~2021~~2022 were ~~$104.1~~$6.8 million, ~~including~~adjusted for the use of ~~$59.5~~$67.0 million to fund higher working capital requirements. The ~~$59.5~~$67.0 million used for working capital excluded a ~~favorable~~small unfavorable foreign currency impact to the components of working capital on the balance sheet.

The most significant changes in working capital included a decrease in marketable securities, as well as increases in accounts receivable, inventory, and accounts payable. During the first three months of 2022, we sold all of our marketable securities. See Note 6 for further information. The increase in accounts receivable balances when comparing ~~June 30, 2021~~March 31, 2022 with the end of ~~2020~~2021 was primarily the result of increased shipment volumes along with higher sales ~~in certain regions, as well as slightly slower customer payments.~~prices. The increase in inventory was primarily ~~in response to~~caused by higher ~~forecasted demand in some regions,~~raw material costs, as well as ~~increased raw material costs.~~an increase in quantities to meet customer demand. The increase in accounts payable reflected higher raw material and operating costs and normal fluctuations across the regions due to ~~timing, increased purchases of raw materials to meet customer demand, and higher raw material costs.~~timing.

Including cash and cash equivalents, as well as the impact of changes in foreign currency exchange rates on the balance sheet, we had total working capital of ~~$1.1 billion~~$702.6 million at ~~June 30, 2021~~March 31, 2022 and ~~$585.6~~$663.1 million at December 31, ~~2020.~~2021. The current ratio was ~~3.83~~2.71 to 1 at ~~June 30, 2021~~March 31, 2022 and ~~2.87~~1.91 to 1 at December 31, ~~2020.~~2021.

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Cash Flows – Investing Activities

Cash ~~used in~~provided from investing activities totaled ~~$422.2~~$359.4 million during the first ~~six~~three months of ~~2021 and represented~~2022 primarily representing the ~~purchases (net of~~ proceeds from ~~sales and maturities)~~the sale of marketable securities of ~~$377.8 million and capital~~$372.8 million. See Note 6 for further information. Capital expenditures for the first three months of ~~$44.4~~2022 were $12.6 million. We currently expect that our total capital spending during ~~2021~~2022 will be in the ~~$75~~$65 million to ~~$85~~$75 million range and will include several improvements to our manufacturing and R&D infrastructure around the world. We expect to continue to finance capital spending through cash on hand and cash provided from operations, together with borrowing available under our revolving credit facility.

Cash Flows – Financing Activities

Cash ~~provided from~~used in financing activities during the first ~~six~~three months of ~~2021~~2022 amounted to ~~$346.1~~$365.8 million. These cash flows included ~~$395.1~~$350.0 million for the redemption of the 4.10% senior notes along with $7.1 million of ~~proceeds from~~costs related to the ~~issuance~~redemption (see Debt discussion below), $37.3 million for repurchases of our ~~$400~~common stock, and cash dividends of $21.6 million. We also borrowed an additional $51.0 million ~~2.70% senior notes. Cash flows from financing activities also included cash dividend payments of $41.5 million.~~on the revolving credit facility.

Debt

Our long-term debt was ~~$990.6~~$841.1 million at ~~June 30, 2021~~March 31, 2022 compared to ~~$598.8 million~~$1.1 billion at December 31, ~~2020.~~2021.

On March ~~18, 2021,~~15, 2022, we ~~issued $400 million aggregate~~redeemed the 4.10% senior notes at a redemption price of 100% of the principal amount of ~~2.70% senior~~$350 million plus the accrued and unpaid interest on the notes ~~due 2031 at an issue price of 98.763%. We intend to use~~and the ~~net proceeds from~~applicable premium as outlined in the ~~offering for the repayment or redemption of our~~Indenture dated December 20, 2012. The 4.10% senior notes were due December 2022. We recognized a loss of $7.5 million on the early extinguishment including cash paid of $7.1 million for the premium on the early redemption and ~~for general corporate purposes. We incurred~~a write-off of $0.4 million of unamortized deferred financing ~~costs in 2021 of approximately $4 million related to the 2.70% senior notes, which are being amortized over the term of the notes.~~costs.

See Note 9 for additional information on the 2.70% senior notes, ~~4.10%~~3.78% senior notes, ~~3.78%~~4.10% senior notes, and revolving credit facility, including the unused portion of our revolving credit facility.

All of our senior notes and the revolving credit facility contain covenants, representations, and events of default that management considers typical of credit arrangements of this nature. The covenants under the 3.78% senior notes include negative covenants, certain financial covenants, and events of default which are substantially similar to the covenants and events of default in our revolving credit facility.

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The revolving credit facility contains financial covenants that require NewMarket to maintain a consolidated Leverage Ratio (as defined in the agreement) of no more than 3.75 to 1.00, except during an Increased Leverage Period (as defined in the agreement) at the end of each quarter. At ~~June 30, 2021,~~March 31, 2022, the Leverage Ratio was ~~2.28~~2.57 under the revolving credit facility.

At ~~June 30, 2021,~~March 31, 2022, we were in compliance with all covenants under the ~~4.10% senior notes,~~ 3.78% senior notes, 2.70% senior notes, and revolving credit facility.

As a percentage of total capitalization (total long-term debt and shareholders’ equity), our total long-term debt percentage ~~increased~~decreased from ~~44.1%~~59.9% at December 31, ~~2020~~2021 to ~~53.8%~~52.5% at ~~June 30, 2021.~~March 31, 2022. The change in the percentage resulted primarily from the ~~issuance~~repayment of the ~~2.70%~~4.10% senior notes, partially offset by the increase in outstanding revolving credit facility borrowings and the decrease in shareholders' equity. The change in shareholders’ equity primarily reflects our earnings offset by dividend payments, the repurchases of our common stock, and the impact of foreign currency translation adjustments along with the changes in the funded position of our defined benefit plans. Generally, we repay any outstanding long-term debt with cash from operations or refinancing activities.

Critical Accounting Policies and Estimates

This Form 10-Q and our ~~2020~~2021 Annual Report include discussions of our accounting policies, as well as methods and estimates used in the preparation of our financial statements. We also provided a discussion of Critical Accounting Policies and Estimates in our ~~2020~~2021 Annual Report.

There have been no significant changes in our critical accounting policies and estimates from those reported in our ~~2020~~2021 Annual Report.

Recent Accounting Pronouncements

There are no new significant recent accounting pronouncements which may materially impact our financial statements.

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Outlook

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

We expect our petroleum additives segment ~~will continue~~ to experience impacts to its operating performance due to the current economic ~~environment. Our~~environment, as we continue to see challenges with the global ~~business will see varying effects on demand that will differ by region based on our product portfolio~~supply network, inflationary trends, and ~~geographic coverage. The global market should stabilize when government restrictions on the movement of people, goods,~~raw material price escalation and ~~services are lifted, as modern transportation and machinery cannot function without our products.~~volatility. We expect that the petroleum additives market will grow in the 1% to 2% range annually for the foreseeable future. We plan to exceed that growth rate over the long-term.

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

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

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

At ~~June 30, 2021,~~March 31, 2022, there were no material changes in our market risk from the information provided in the ~~2020~~2021 Annual Report except for a change in marketable securities price risk due to the sale of all outstanding securities and interest rate risk due to higher outstanding borrowings on the ~~issuance~~revolving credit facility.

At March 31, 2022, we had $199 million outstanding variable rate debt under the revolving credit facility. Holding all other variables constant, if the variable portion of the ~~$400~~interest rates hypothetically increased 10%, the effect on our earnings and cash flow would be approximately $1.2 million ~~2.70% senior notes and the market risk~~

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~~associated with our investment in marketable securities. See Note 9 for information on the 2.70% senior notes and Note 6 for information on the marketable securities.~~higher than at December 31, 2021.

A hypothetical 100 basis point decrease in interest rates, holding all other variables constant, would have resulted in a change of ~~$59~~$47 million in the fair value of our debt at ~~June 30, 2021.~~

~~A hypothetical 10% decrease in the trading prices of our marketable securities would have resulted in a $38 million decrease in the fair market value of our marketable securities.~~March 31, 2022.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of internal control over financial reporting to provide reasonable, but not absolute, assurance of the reliability of the financial records and the protection of assets. Under Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), we carried out an evaluation, with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

There has been no change in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act, that occurred during the quarter ended ~~June 30, 2021~~March 31, 2022 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

There have been no material changes to our legal proceedings as disclosed in "Legal Proceedings" in Item 3 of Part I of the ~~2020~~2021 Annual Report.

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

On October 28, 2021, our Board of Directors approved a share repurchase program authorizing management to repurchase up to $500 million of NewMarket's outstanding common stock until December 31, 2024, as market conditions warrant and covenants under our existing debt agreements permit. We may conduct the share repurchases in the open market, in privately negotiated transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The repurchase program does not require the Company to acquire any specific number of shares and may be terminated or suspended at any time. At March 31, 2022, approximately $444 million remained available under the 2021 authorization.

The following table outlines the purchases during the first quarter of 2022 under these authorizations.

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 to January 31	15,359	$	333.89	15,359	$	476,686,367
February 1 to February 28	44,214	317.31		44,214	462,656,920
March 1 to March 31	56,223	323.52		56,223	444,467,566
Total	115,796	$	322.52	115,796	$	444,467,566

ITEM 6. Exhibits


Exhibit 3.1			Articles of Incorporation Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed April 30, 2012)
Exhibit 3.2			NewMarket Corporation Bylaws Amended and Restated effective August 6, 2015 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1- 32190) filed August 6, 2015)
Exhibit 31(a)			Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald
Exhibit 31(b)			Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Brian D. Paliotti
Exhibit 32(a)			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald
Exhibit 32(b)			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Brian D. Paliotti
Exhibit 101			Inline XBRL Instance Document and Related Items (the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document)
Exhibit 104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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: ~~July 29, 2021~~April 28, 2022			By: /s/ Brian D. Paliotti
			Brian D. Paliotti
			Vice President and
			Chief Financial Officer
			(Principal Financial Officer)

Date: ~~July 29, 2021~~April 28, 2022			By: /s/ William J. Skrobacz
			William J. Skrobacz
			Controller
			(Principal Accounting Officer)

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	June 30,		December 31,
(in thousands)	2021		2020
Finished goods and work-in-process	$	364,773	$	325,588
Raw materials	76,080		59,413
Stores, supplies, and other	17,104		16,030
	$	457,957	$	401,031


(in millions)	Second Quarter		Six Months
Period ended June 30, 2020	$	408.7	$	966.1
Lubricant additives shipments	142.3		183.9
Fuel additives shipments	18.5		(1.4)
Selling prices	7.2		(18.6)
Foreign currency impact, net	9.9		21.5
Period ended June 30, 2021	$	586.6	$	1,151.5