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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 ~~March 31,~~June 30, 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 ~~March~~July 31, 2022: ~~10,254,703~~10,013,045

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NEWMARKET CORPORATION

INDEX


			Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)
Consolidated Statements of Income - ~~Three~~Second Quarter and Six Months Ended ~~March 31,~~June 3 0 , 2022 and ~~March 31,~~June 3 0 , 2021			4
Consolidated Statements of Comprehensive Income - ~~Three~~Second Quarter and Six Months Ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021			5
Condensed Consolidated Balance Sheets - ~~March 31,~~June 30, 2022 and December 31, 2021			6
Consolidated Statements of Shareholders' Equity - ~~Three~~Second Quarter and Six Months Ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021			7
Condensed Consolidated Statements of Cash Flows - ~~Three~~Six Months Ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021			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			11
~~Marketable Securities~~			12
Inventories			12
Intangibles (Net of Amortization) and Goodwill			13
Long-term Debt			13
Commitments and Contingencies			14
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss			15
Fair Value Measurements			15
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			16
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			21
ITEM 4. Controls and Procedures			2122
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings			2223
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			2223
ITEM 6. Exhibits			2223
SIGNATURES			2324

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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)	Three Months Ended March 31,			(in thousands, except per-share amounts)			Second Quarter Ended June 30,				Six Months Ended June 30,
			2022			2021				2022		2021		2022		2021
Net sales	Net sales		$	662,552		$	566,615		Net sales	$	723,639	$	590,721	$	1,386,191	$	1,157,336
Cost of goods sold	Cost of goods sold		507,389			404,862			Cost of goods sold	566,163		449,722		1,073,552		854,584
Gross profit	Gross profit		155,163			161,753			Gross profit	157,476		140,999		312,639		302,752
Selling, general, and administrative expenses	Selling, general, and administrative expenses		35,622			36,915			Selling, general, and administrative expenses	38,489		34,735		74,111		71,650
Research, development, and testing expenses	Research, development, and testing expenses		36,251			36,337			Research, development, and testing expenses	35,396		35,517		71,647		71,854
Operating profit	Operating profit		83,290			88,501			Operating profit	83,591		70,747		166,881		159,248
Interest and financing expenses, net	Interest and financing expenses, net		9,406			6,343			Interest and financing expenses, net	7,084		8,869		16,490		15,212
Loss on early extinguishment of debt	Loss on early extinguishment of debt		7,545			0			Loss on early extinguishment of debt	0		0		7,545		0
Other income (expense), net	Other income (expense), net		7,168			7,212			Other income (expense), net	9,101		5,180		16,269		12,392
Income before income tax expense	Income before income tax expense		73,507			89,370			Income before income tax expense	85,608		67,058		159,115		156,428
Income tax expense	Income tax expense		14,189			19,658			Income tax expense	19,136		15,106		33,325		34,764
Net income	Net income		$	59,318		$	69,712		Net income	$	66,472	$	51,952	$	125,790	$	121,664
Earnings per share - basic and diluted	Earnings per share - basic and diluted		$	5.75		$	6.38		Earnings per share - basic and diluted	$	6.54	$	4.75	$	12.28	$	11.13
Cash dividends declared per share	Cash dividends declared per share		$	2.10		$	1.90		Cash dividends declared per share	$	2.10	$	1.90	$	4.20	$	3.80

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)	Three Months Ended March 31,			(in thousands)			Second Quarter Ended June 30,				Six Months Ended June 30,
			2022			2021				2022		2021		2022		2021
Net income	Net income		$	59,318		$	69,712		Net income	$	66,472	$	51,952	$	125,790	$	121,664
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 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			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			539			1,790
Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(157) in second quarter 2022, $(156) in second quarter 2021, $(313) in six months 2022, and $(315) in six months 2021									Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(157) in second quarter 2022, $(156) in second quarter 2021, $(313) in six months 2022, and $(315) in six months 2021	(498)		(494)		(994)		(985)
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $0 in second quarter 2022, $0 in second quarter 2021, $7 in six months 2022, and $(219) in six months 2021									Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $0 in second quarter 2022, $0 in second quarter 2021, $7 in six months 2022, and $(219) in six months 2021	0		0		16		(657)
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $173 in second quarter 2022, $575 in second quarter 2021, $348 in six months 2022, and $1,104 in six months 2021									Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $173 in second quarter 2022, $575 in second quarter 2021, $348 in six months 2022, and $1,104 in six months 2021	531		1,749		1,070		3,539
Total pension plans and other postretirement benefits	Total pension plans and other postretirement benefits		59			642			Total pension plans and other postretirement benefits	33		1,255		92		1,897

Foreign currency translation adjustments, net of income tax expense (benefit) of $1,131 in 2022, and $(464) in 2021			(3,102)			467
Foreign currency translation adjustments, net of income tax expense (benefit) of $(658) in second quarter 2022, $785 in second quarter 2021, $473 in six months 2022, and $321 in six months 2021									Foreign currency translation adjustments, net of income tax expense (benefit) of $(658) in second quarter 2022, $785 in second quarter 2021, $473 in six months 2022, and $321 in six months 2021	(29,176)		5,853		(32,278)		6,320

Other comprehensive income (loss)	Other comprehensive income (loss)		(3,043)			1,109			Other comprehensive income (loss)	(29,143)		7,108		(32,186)		8,217
Comprehensive income	Comprehensive income		$	56,275		$	70,821		Comprehensive income	$	37,329	$	59,060	$	93,604	$	129,881

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)	March 31, 2022		December 31, 2021		(in thousands, except share amounts)	June 30, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	84,550	$	83,304	Cash and cash equivalents	$	79,491	$	83,304
Marketable securities	Marketable securities	0		375,918		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	464,510		391,779		Trade and other accounts receivable, less allowance for credit losses	515,002		391,779
Inventories	Inventories	524,091		498,539		Inventories	530,186		498,539
Prepaid expenses and other current assets	Prepaid expenses and other current assets	41,183		38,633		Prepaid expenses and other current assets	36,282		38,633
Total current assets	Total current assets	1,114,334		1,388,173		Total current assets	1,160,961		1,388,173
Property, plant, and equipment, net	Property, plant, and equipment, net	671,327		676,770		Property, plant, and equipment, net	663,462		676,770
Intangibles (net of amortization) and goodwill	Intangibles (net of amortization) and goodwill	127,356		127,752		Intangibles (net of amortization) and goodwill	126,842		127,752
Prepaid pension cost	Prepaid pension cost	245,751		242,604		Prepaid pension cost	248,575		242,604
Operating lease right-of-use assets	Operating lease right-of-use assets	69,294		68,402		Operating lease right-of-use assets	66,821		68,402

Deferred charges and other assets	Deferred charges and other assets	53,491		54,735		Deferred charges and other assets	64,010		54,735
Total assets	Total assets	$	2,281,553	$	2,558,436	Total assets	$	2,330,671	$	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	$	290,846	$	246,097	Accounts payable	$	320,930	$	246,097
Accrued expenses	Accrued expenses	73,401		85,103		Accrued expenses	76,177		85,103
Dividends payable	Dividends payable	16,418		16,648		Dividends payable	16,555		16,648
Income taxes payable	Income taxes payable	7,781		4,442		Income taxes payable	9,677		4,442
Operating lease liabilities	Operating lease liabilities	16,174		15,709		Operating lease liabilities	16,018		15,709
Current portion of long-term debt	Current portion of long-term debt	0		349,434		Current portion of long-term debt	0		349,434
Other current liabilities	Other current liabilities	7,079		7,654		Other current liabilities	7,277		7,654
Total current liabilities	Total current liabilities	411,699		725,087		Total current liabilities	446,634		725,087
Long-term debt	Long-term debt	841,074		789,853		Long-term debt	911,295		789,853
Operating lease liabilities-noncurrent	Operating lease liabilities-noncurrent	53,096		52,591		Operating lease liabilities-noncurrent	50,468		52,591
Other noncurrent liabilities	Other noncurrent liabilities	215,594		228,776		Other noncurrent liabilities	200,939		228,776
Total liabilities	Total liabilities	1,521,463		1,796,307		Total liabilities	1,609,336		1,796,307
Commitments and contingencies (Note 10)		0		0
Commitments and contingencies (Note 9)						Commitments and contingencies (Note 9)	0		0
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
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
Common stock and paid-in capital (with no par value; authorized shares - 80,000,000; issued and outstanding shares - 10,079,643 at June 30, 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 - 10,079,643 at June 30, 2022 and 10,362,722 at December 31, 2021)	0		0
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(85,270)		(82,227)		Accumulated other comprehensive loss	(114,413)		(82,227)
Retained earnings	Retained earnings	845,360		844,356		Retained earnings	835,748		844,356
Total shareholders' equity	Total shareholders' equity	760,090		762,129		Total shareholders' equity	721,335		762,129
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	2,281,553	$	2,558,436	Total liabilities and shareholders’ equity	$	2,330,671	$	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 December 31, 2020		10,921,377	$	717			$	(173,164)			$	932,271			$	759,824
Balance at March 31, 2021															Balance at March 31, 2021			10,928,154		$	1,190			$	(172,055)			$	981,220			$	810,355
Net income	Net income								69,712				69,712		Net income											51,952				51,952
Other comprehensive income (loss)	Other comprehensive income (loss)				1,109								1,109		Other comprehensive income (loss)							7,108								7,108
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										558
Balance at June 30, 2021															Balance at June 30, 2021			10,928,129		$	1,748	$	(164,947)			$	1,012,409			$	849,210

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

Balance at December 31, 2021		10,362,722	$	0	$	(82,227)			$	844,356			$	762,129
Balance at March 31, 2022															Balance at March 31, 2022			10,254,703		$	0	$	(85,270)			$	845,360			$	760,090
Net income	Net income								59,318				59,318		Net income											66,472				66,472
Other comprehensive income (loss)	Other comprehensive income (loss)				(3,043)								(3,043)		Other comprehensive income (loss)							(29,143)								(29,143)
Cash dividends ($2.10 per share)	Cash dividends ($2.10 per share)								(21,570)				(21,570)		Cash dividends ($2.10 per share)											(21,290)				(21,290)
Repurchases of common stock	Repurchases of common stock	(115,796)	(597)						(36,750)				(37,347)		Repurchases of common stock			(173,941)		(678)						(54,820)				(55,498)

Stock-based compensation															Stock-based compensation			(1,119)		678						26				704
Balance at June 30, 2022															Balance at June 30, 2022			10,079,643		$	0	$	(114,413)			$	835,748			$	721,335

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

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

Balance at December 31, 2021															Balance at December 31, 2021			10,362,722		$	0	$	(82,227)			$	844,356			$	762,129
Net income															Net income											125,790				125,790
Other comprehensive income (loss)															Other comprehensive income (loss)							(32,186)								(32,186)
Cash dividends ($4.20 per share)															Cash dividends ($4.20 per share)											(42,860)				(42,860)
Repurchases of common stock															Repurchases of common stock			(289,737)		(1,275)						(91,570)				(92,845)

Stock-based compensation															Stock-based compensation			6,658		1,275						32				1,307
Balance at June 30, 2022															Balance at June 30, 2022			10,079,643		$	0	$	(114,413)			$	835,748			$	721,335

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)	Three Months Ended March 31,				(in thousands)	Six Months Ended June 30,
		2022		2021			2022		2021
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	$	83,304	$	125,172	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	59,318		69,712		Net income	125,790		121,664
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	21,072		20,631		Depreciation and amortization	41,670		41,719
Deferred income tax (benefit) expense	Deferred income tax (benefit) expense	(12,135)		2,455		Deferred income tax (benefit) expense	(21,036)		6,654
Loss on early extinguishment of debt	Loss on early extinguishment of debt	7,545		0		Loss on early extinguishment of debt	7,545		0

Working capital changes	Working capital changes	(66,987)		(41,421)		Working capital changes	(114,665)		(59,484)
Loss on marketable securities	Loss on marketable securities	2,977		0		Loss on marketable securities	2,977		2,314
Cash pension and postretirement contributions	Cash pension and postretirement contributions	(2,099)		(2,577)		Cash pension and postretirement contributions	(4,863)		(5,184)
Other, net	Other, net	(2,910)		571		Other, net	(13,052)		(3,629)
Cash provided from (used in) operating activities	Cash provided from (used in) operating activities	6,781		49,371		Cash provided from (used in) operating activities	24,366		104,054
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(12,612)		(20,524)		Capital expenditures	(27,807)		(44,394)
Purchases of marketable securities	Purchases of marketable securities	(787)		0		Purchases of marketable securities	(787)		(387,653)
Proceeds from sales and maturities of marketable securities	Proceeds from sales and maturities of marketable securities	372,846		0		Proceeds from sales and maturities of marketable securities	372,846		9,894

Cash provided from (used in) investing activities	Cash provided from (used in) investing activities	359,447		(20,524)		Cash provided from (used in) investing activities	344,252		(422,153)
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		Redemption of 4.10% senior notes	(350,000)		0
Net borrowings under revolving credit facility	Net borrowings under revolving credit facility	51,000		0		Net borrowings under revolving credit facility	121,000		0
Issuance of 2.70% senior notes	Issuance of 2.70% senior notes	0		395,052		Issuance of 2.70% senior notes	0		395,052
Dividends paid	Dividends paid	(21,570)		(20,763)		Dividends paid	(42,860)		(41,526)
Repurchases of common stock	Repurchases of common stock	(37,347)		0		Repurchases of common stock	(90,782)		0
Cash costs of 4.10% senior notes redemption	Cash costs of 4.10% senior notes redemption	(7,099)		0		Cash costs of 4.10% senior notes redemption	(7,099)		0
Debt issuance costs	Debt issuance costs	0		(2,932)		Debt issuance costs	0		(3,897)
Other, net	Other, net	(833)		(1,915)		Other, net	(1,955)		(3,544)
Cash provided from (used in) financing activities	Cash provided from (used in) financing activities	(365,849)		369,442		Cash provided from (used in) financing activities	(371,696)		346,085
Effect of foreign exchange on cash and cash equivalents	Effect of foreign exchange on cash and cash equivalents	867		(1,056)		Effect of foreign exchange on cash and cash equivalents	(735)		706
Increase in cash and cash equivalents		1,246		397,233
(Decrease) increase in cash and cash equivalents						(Decrease) increase in cash and cash equivalents	(3,813)		28,692
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	84,550	$	522,405	Cash and cash equivalents at end of period	$	79,491	$	153,864

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 ~~March 31,~~June 30, 2022 and December 31, 2021, and our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the ~~three~~second quarter and six months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021, and our cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 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, 2021 (2021 Annual Report), as filed with the Securities and Exchange Commission (SEC). The results of operations for the ~~three~~six month period ended ~~March 31,~~June 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. The December 31, 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 (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and ~~Europe/~~EMEAI (Europe/Middle East/Africa/~~India (EMEAI)~~India) regions. Our customers primarily consist of global, national, and independent oil companies. Our contracts generally include one performance obligation, which is providing petroleum additives products. The performance obligation is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts.

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

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


		Three Months Ended March 31,					Second Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)		2022		2021			(in thousands)	2022		2021		2022		2021
Net sales	Net sales							Net sales
United States	United States		$	224,688	$	170,324		United States	$	249,594	$	190,563	$	474,282	$	360,887
China	China		52,703		73,988			China	61,727		72,065		114,430		146,053
Europe, Middle East, Africa, India	Europe, Middle East, Africa, India		195,987		176,650			Europe, Middle East, Africa, India	203,343		168,479		399,330		345,129
Asia Pacific, except China	Asia Pacific, except China		104,841		82,597			Asia Pacific, except China	113,998		83,804		218,839		166,401
Other foreign	Other foreign		84,333		63,056			Other foreign	94,977		75,810		179,310		138,866
Net sales	Net sales		$	662,552	$	566,615		Net sales	$	723,639	$	590,721	$	1,386,191	$	1,157,336

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NEWMARKET CORPORATION AND SUBSIDIARIES

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


		Three Months Ended March 31,					Second Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)		2022		2021			(in thousands)	2022		2021		2022		2021
Petroleum additives	Petroleum additives							Petroleum additives
Lubricant additives	Lubricant additives		$	570,042	$	494,556		Lubricant additives	$	622,973	$	498,777	$	1,193,015	$	993,333
Fuel additives	Fuel additives		90,262		70,342			Fuel additives	98,048		87,810		188,310		158,152
Total	Total		660,304		564,898			Total	721,021		586,587		1,381,325		1,151,485
All other	All other		2,248		1,717			All other	2,618		4,134		4,866		5,851
Net sales	Net sales		$	662,552	$	566,615		Net sales	$	723,639	$	590,721	$	1,386,191	$	1,157,336

Segment Operating Profit


		Three Months Ended March 31,					Second Quarter Ended June 30,				Six Months Ended June 30,
(in thousands)	(in thousands)		2022		2021			(in thousands)	2022		2021		2022		2021
Petroleum additives	Petroleum additives		$	86,922	$	94,071		Petroleum additives	$	91,185	$	74,200	$	178,107	$	168,271
All other	All other		98		(664)			All other	(262)		17		(164)		(647)
Segment operating profit	Segment operating profit		87,020		93,407			Segment operating profit	90,923		74,217		177,943		167,624
Corporate, general, and administrative expenses	Corporate, general, and administrative expenses		(3,890)		(4,312)			Corporate, general, and administrative expenses	(7,332)		(3,548)		(11,222)		(7,860)
Interest and financing expenses, net	Interest and financing expenses, net		(9,406)		(6,343)			Interest and financing expenses, net	(7,084)		(8,869)		(16,490)		(15,212)

Loss on early extinguishment of debt	Loss on early extinguishment of debt		(7,545)		0			Loss on early extinguishment of debt	0		0		(7,545)		0
Other income (expense), net	Other income (expense), net		7,328		6,618			Other income (expense), net	9,101		5,258		16,429		11,876
Income before income tax expense	Income before income tax expense		$	73,507	$	89,370		Income before income tax expense	$	85,608	$	67,058	$	159,115	$	156,428

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Pension Plans and Other Postretirement Benefits

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


(in thousands)	(in thousands)	Actual Cash Contributions for Three Months Ended March 31, 2022		Expected Remaining Cash Contributions for Year Ending December 31, 2022		(in thousands)	Actual Cash Contributions for Six Months Ended June 30, 2022		Expected Remaining Cash Contributions for Year Ending December 31, 2022
Domestic plans	Domestic plans					Domestic plans
Pension benefits	Pension benefits	$	620	$	1,859	Pension benefits	$	1,193	$	1,192
Postretirement benefits	Postretirement benefits	365		1,094		Postretirement benefits	670		669
Foreign plans	Foreign plans					Foreign plans
Pension benefits	Pension benefits	1,114		5,123		Pension benefits	3,000		3,382

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
	Pension Benefits				Postretirement Benefits
	Second Quarter Ended June 30,
(in thousands)	2022		2021		2022		2021
Service cost	$	4,856	$	4,814	$	261	$	250
Interest cost	3,388		3,241		289		291
Expected return on plan assets	(10,940)		(9,670)		(204)		(234)
Amortization of prior service cost (credit)	68		69		(757)		(757)
Amortization of actuarial net (gain) loss	536		1,390		9		13
Net periodic benefit cost (income)	$	(2,092)	$	(156)	$	(402)	$	(437)

Domestic
Pension Benefits Postretirement Benefits
Three Months Ended March 31,
(in thousands) 2022 2021 2022 2021
Service cost $ 4,856 $ 4,814 $ 260 $ 250
Interest cost 3,389 3,241 289 292
Expected return on plan assets (10,940) (9,670) (204) (233)
Amortization of prior service cost (credit) 68 68 (757) (757)
Amortization of actuarial net (gain) loss 536 1,390 8 12
Net periodic benefit cost (income) $ (2,091) $ (157) $ (404) $ (436)

Foreign
Pension Benefits
Three Months Ended March 31,
(in thousands) 2022 2021
Service cost $ 2,360 $ 2,757
Interest cost 1,098 827
Expected return on plan assets (2,635) (2,666)
Amortization of prior service cost (credit) 37 38
Amortization of actuarial net (gain) loss 169 901
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.


	Domestic
	Pension Benefits				Postretirement Benefits
	Six Months Ended June 30,
(in thousands)	2022		2021		2022		2021
Service cost	$	9,712	$	9,628	$	521	$	500
Interest cost	6,777		6,482		578		583
Expected return on plan assets	(21,880)		(19,340)		(408)		(467)
Amortization of prior service cost (credit)	136		137		(1,514)		(1,514)
Amortization of actuarial net (gain) loss	1,072		2,780		17		25
Net periodic benefit cost (income)	$	(4,183)	$	(313)	$	(806)	$	(873)

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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)	2022		2021		2022		2021
Service cost	$	2,252	$	2,769	$	4,612	$	5,526
Interest cost	1,050		834		2,148		1,661
Expected return on plan assets	(2,509)		(2,691)		(5,144)		(5,357)
Amortization of prior service cost (credit)	35		38		72		76
Amortization of actuarial net (gain) loss	162		907		331		1,808
Net periodic benefit cost (income)	$	990	$	1,857	$	2,019	$	3,714

5. Earnings Per Share

We had 33,230 shares of nonvested restricted stock at June 30, 2022 and 26,703 shares of nonvested restricted stock at June 30, 2021 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.

Three Months Ended
March 31,
(in thousands, except per-share amounts) 2022 2021
Earnings per share numerator:
Net income attributable to common shareholders before allocation of earnings to participating securities $ 59,318 $ 69,712
Earnings allocated to participating securities 175 153
Net income attributable to common shareholders after allocation of earnings to participating securities $ 59,143 $ 69,559
Earnings per share denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted 10,290 10,901
Earnings per share - basic and diluted $ 5.75 $ 6.38


	Second Quarter Ended June 30,				Six Months Ended June 30,
(in thousands, except per-share amounts)	2022		2021		2022		2021
Earnings per share numerator:
Net income attributable to common shareholders before allocation of earnings to participating securities	$	66,472	$	51,952	$	125,790	$	121,664
Earnings allocated to participating securities	193		130		368		283
Net income attributable to common shareholders after allocation of earnings to participating securities	$	66,279	$	51,822	$	125,422	$	121,381
Earnings per share denominator:
Weighted-average number of shares of common stock outstanding - basic and diluted	10,136		10,901		10,213		10,901


Earnings per share - basic and diluted	$	6.54	$	4.75	$	12.28	$	11.13

6. ~~Marketable Securities~~

During 2021, NewMarket invested in both debt, which was designated as trading, and equity marketable securities. Subsequently, during the first three months of 2022, we sold all of the marketable securities. While held, the marketable securities were recorded on a settlement date basis at estimated fair value and were classified as current assets in the Consolidated Balance Sheets. 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 had a cost basis of $50 million and the equity securities had a cost basis of $334 million at December 31, 2021. At March 31, 2022 the cost basis for all marketable securities 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 was 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 was based on actively quoted market prices.

December 31, 2021
Fair Value Measurements Using
(in thousands) Fair Value Level 1 Level 2 Level 3
Debt securities
Corporate bonds $ 48,727 $ 0 $ 48,727 $ 0
Equity securities
U.S. government income mutual fund 327,191 327,191 0 0
Total marketable securities $ 375,918 $ 327,191 $ 48,727 $ 0

7. Inventories


		March 31,		December 31,			June 30,		December 31,
(in thousands)	(in thousands)	2022		2021		(in thousands)	2022		2021
Finished goods and work-in-process	Finished goods and work-in-process	$	420,356	$	393,778	Finished goods and work-in-process	$	421,493	$	393,778
Raw materials	Raw materials	85,357		86,856		Raw materials	89,881		86,856
Stores, supplies, and other	Stores, supplies, and other	18,378		17,905		Stores, supplies, and other	18,812		17,905
		$	524,091	$	498,539		$	530,186	$	498,539

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8.7. Intangibles (Net of Amortization) and Goodwill

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

March 31, 2022 December 31, 2021
(in thousands) Gross
Carrying
Amount Accumulated
Amortization Gross
Carrying
Amount Accumulated
Amortization
Amortizing intangible assets
Formulas and technology $ 6,200 $ 4,908 $ 6,200 $ 4,650
Contract 2,000 1,050 2,000 1,000
Customer bases 5,440 4,207 5,440 4,160
Goodwill 123,881 123,922
$ 137,521 $ 10,165 $ 137,562 $ 9,810


	June 30, 2022				December 31, 2021
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortizing intangible assets
Formulas and technology	$	6,200	$	5,167	$	6,200	$	4,650
Contract	2,000		1,100		2,000		1,000
Customer bases	5,440		4,254		5,440		4,160

Goodwill	123,723				123,922
	$	137,363	$	10,521	$	137,562	$	9,810

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

Amortization expense was (in thousands):


Second quarter ended June 30, 2022	$	356
~~Three~~Six months ended ~~March 31,~~June 30, 2022	~~355~~711
Second quarter ended June 30, 2021	723
~~Three~~Six months ended ~~March 31,~~June 30, 2021	~~721~~1,444

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


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

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

9.8. Long-term Debt


(in thousands)	(in thousands)	March 31, 2022		December 31, 2021		(in thousands)	June 30, 2022		December 31, 2021
Senior notes - 2.70% due 2031 (net of related deferred financing costs)	Senior notes - 2.70% due 2031 (net of related deferred financing costs)	$	392,074	$	391,853	Senior notes - 2.70% due 2031 (net of related deferred financing costs)	$	392,295	$	391,853
Senior notes - 3.78% due 2029	Senior notes - 3.78% due 2029	250,000		250,000		Senior notes - 3.78% due 2029	250,000		250,000
Senior notes - 4.10% due 2022 (net of related deferred financing costs)	Senior notes - 4.10% due 2022 (net of related deferred financing costs)	0		349,434		Senior notes - 4.10% due 2022 (net of related deferred financing costs)	0		349,434
Revolving credit facility	Revolving credit facility	199,000		148,000		Revolving credit facility	269,000		148,000
		841,074		1,139,287			911,295		1,139,287
Less: Current maturity of 4.10% senior notes	Less: Current maturity of 4.10% senior notes	0		349,434		Less: Current maturity of 4.10% senior notes	0		349,434
		$	841,074	$	789,853		$	911,295	$	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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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 ~~March 31,~~June 30, 2022 and December 31, 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.~~unsecured.

The average interest rate for borrowings under the credit agreement was ~~1.8%~~2.1% during the first ~~three~~six months of 2022 and 1.6% during the full year of 2021. We were in compliance with all covenants under the revolving credit facility as of ~~March 31,~~June 30, 2022 and December 31, 2021.

Outstanding borrowings under the revolving credit facility amounted to ~~$199~~$269 million at ~~March 31,~~June 30, 2022 and $148 million at December 31, 2021. Outstanding letters of credit amounted to approximately $2 million at ~~March 31,~~both June 30, 2022 and at December 31, 2021. The unused portion of the credit facility amounted to ~~$699~~$629 million as of ~~March 31,~~June 30, 2022 and $750 million at December 31, 2021.

~~10.~~9. 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).~~party. 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 ~~March 31,~~June 30, 2022 and $11 million at December 31, 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,~~June 30, 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,~~June 30, 2022 and December 31, 2021.

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NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~11.~~10. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

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


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

Balance at December 31, 2021	Balance at December 31, 2021	$	1,522	$	(83,749)	$	(82,227)	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)		Other comprehensive income (loss) before reclassifications	16		(32,278)		(32,262)
Amounts reclassified from accumulated other comprehensive loss (a)	Amounts reclassified from accumulated other comprehensive loss (a)	43		0		43		Amounts reclassified from accumulated other comprehensive loss (a)	76		0		76
Other comprehensive income (loss)	Other comprehensive income (loss)	59		(3,102)		(3,043)		Other comprehensive income (loss)	92		(32,278)		(32,186)
Balance at March 31, 2022		$	1,581	$	(86,851)	$	(85,270)
Balance at June 30, 2022								Balance at June 30, 2022	$	1,614	$	(116,027)	$	(114,413)

(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 18 in our 2021 Annual Report for further information.

~~12.~~11. Fair Value Measurements

The carrying amount of cash and cash equivalents in the Consolidated Balance Sheets, as well as the fair value, was ~~$85~~$79 million at ~~March 31,~~June 30, 2022 and $83 million at December 31, 2021. The fair value is classified as Level 1 in the fair value hierarchy.

No material events occurred during the ~~three~~six months ended ~~March 31,~~June 30, 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~~registered 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~~registered senior notes included in the table below is based on the last quoted price closest to ~~March 31,~~June 30, 2022. The fair value of our debt instruments are classified as Level 2.


		March 31, 2022				December 31, 2021					June 30, 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, including current maturities	Long-term debt, including current maturities	$	841,074	$	817,137	$	1,139,287	$	1,178,066	Long-term debt, including current maturities	$	911,295	$	830,756	$	1,139,287	$	1,178,066

Table of Contents

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 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 future acquisitions, or our inability to successfully integrate 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 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 ~~three~~six months of 2022 with the first ~~three~~six months of 2021, net sales increased ~~16.9%~~20.0% primarily due to higher selling prices, as well as ~~higher~~a small increase in product shipments, which were partially offset by an unfavorable foreign currency impact. Petroleum additives operating profit was ~~7.6% lower~~5.8% higher when comparing the first ~~three~~six months of 2022 with the first ~~three~~six months of 2021, reflecting the same drivers of higher selling prices and increased product shipments that favorably impacted net sales, partially offset by significantly higher raw material costs ~~as well as~~and higher operating ~~costs, partially offset by higher selling prices~~ and ~~improved product shipments.~~conversion costs.

During the first ~~three~~six months of 2022, we repurchased ~~115,796~~289,737 shares of our common stock for a total of ~~$37.3~~$92.8 million. We also redeemed our 4.10% senior notes and sold all of our marketable securities.

Our operations generate cash that is in excess of the needs of the business. We continue to invest in and manage our business for the long-term with the 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 Current Economic Environment

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 transportation system, and an equally challenging global supply chain ~~network and transportation system.~~network. Because of our active business continuity process and global network, we have continued to substantially manage through these factors during the first ~~three~~six months of 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 environment may evolve over the coming months or how long the supply chain network disruptions may last.year. We will continue working with our customers to deliver product, but at the same time, we also expect to be challenged by these ongoing economic factors as we manage our business throughout the rest of the year.

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In addition to the general inflationary environment in which we operate, the Russia-Ukraine war has introduced additional challenges to our business. While this conflict ~~did~~has not ~~have~~had a material impact on our financial results for the first ~~three~~six 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.

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.

The chemical industry and our products are 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.

Results of Operations

Net Sales

Consolidated net sales for the ~~first three months~~second quarter of 2022 totaled ~~$662.6~~$723.6 million, representing an increase of ~~$95.9~~$132.9 million, or ~~16.9%~~22.5% from the second quarter of 2021. Consolidated net sales for the first six months of 2022 totaled $1.4 billion, representing an increase of $228.9 million, or 19.8%, from the first ~~three~~six months of 2021. The following table shows net sales by segment and product line.


		Three Months Ended March 31,					Second Quarter Ended June 30,				Six Months Ended June 30,
(in millions)	(in millions)		2022		2021			(in millions)	2022		2021		2022		2021
Petroleum additives	Petroleum additives							Petroleum additives
Lubricant additives	Lubricant additives		$	570.0	$	494.6		Lubricant additives	$	623.0	$	498.8	$	1,193.0	$	993.3
Fuel additives	Fuel additives		90.3		70.3			Fuel additives	98.0		87.8		188.3		158.2
Total	Total		660.3		564.9			Total	721.0		586.6		1,381.3		1,151.5
All other	All other		2.3		1.7			All other	2.6		4.1		4.9		5.8
Net sales	Net sales		$	662.6	$	566.6		Net sales	$	723.6	$	590.7	$	1,386.2	$	1,157.3

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 three~~six months of 2022 with the same period in 2021, as well as with the full year in 2021.

Petroleum additives net sales for the second quarter of 2022 were $721.0 million compared to $586.6 for the second quarter of 2021, an increase of 22.9%. Petroleum additives net sales for the first ~~three~~six months of 2022 were ~~$660.3 million~~$1.4 billion compared to ~~$564.9 million~~$1.2 billion for the first ~~three~~six months of 2021, an increase of ~~16.9%~~20.0%. ~~The increase was~~For both the second quarter and six months comparative periods, the increases were across all ~~regions with~~regions. For both comparative periods, North America ~~representing~~represented around ~~60%~~50% of the increase ~~both~~and EMEAI represented about 25%. For the ~~EMEAI~~second quarter comparison, Asia Pacific represented about 15% of the increase and Latin America ~~regions representing about 20%,~~contributed around 10%. For the six months comparative periods, Latin America represented approximately 15% of the increase and ~~net sales for the~~ Asia Pacific ~~region nearly unchanged when comparing the three months periods of 2022 and 2021.~~contributed around 10%.

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

~~(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~~


(in millions)	Second Quarter		Six Months
Period ended June 30, 2021	$	586.6	$	1,151.5
Lubricant additives shipments	21.7		21.3
Fuel additives shipments	(10.8)		(8.0)
Selling prices	135.0		237.1
Foreign currency impact, net	(11.5)		(20.6)
Period ended June 30, 2022	$	721.0	$	1,381.3

When comparing both the second quarter and the first ~~three~~six months periods of 2022 and 2021, higher selling prices was the predominant factor in the increase in petroleum additives ~~shipments accounted for a $2.2 million increase in~~ net sales. ~~Selling prices improved during the first three months of 2022 over the same period in 2021 contributing~~Higher lubricant additives shipments, partially offset by lower fuel additive shipments, also had a favorable impact toon petroleum additives net sales, but to a much lesser extent than

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selling prices. The favorable impact from ~~shipments and~~ improved selling prices and the net higher shipments was partially offset by an unfavorable impact from foreign currency exchange ~~rates.~~rates for both the second quarter and six months comparative periods. The United States Dollar strengthened against ~~most~~all of the major currencies in which we transact when comparing both the second quarter and first ~~three~~six months periods of 2022 and 2021, resulting in an unfavorable impact to petroleum additives net sales for the ~~three months~~ comparative periods. The unfavorable ~~impact~~impacts for both the second quarter and six months comparison was predominantly due to changes in the Euro and Japanese Yen exchange rates.

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On a worldwide basis, the volume of product shipments for petroleum additives increased ~~2.3%~~2.6% when comparing the two second quarter periods and 2.5% when comparing the first ~~three~~six months of 2022 and 2021. The ~~increases~~worldwide increase in ~~product~~petroleum additives shipments for both the second quarter and six months comparative periods included higher lubricant additives ~~and~~shipments, partially offset by lower fuel additives shipments. The increase in lubricant additives shipments when comparing the 2022 second quarter with the 2021 second quarter was across all regions except Latin America with most of the increase from the EMEAI region. The lubricant additives increase in shipments for the first six months 2022 and first six months 2021 comparison was across all regions except Asia Pacific ~~Region, which experienced decreases in both product lines. North America contributed~~with most of the increase in ~~product~~the North America and EMEAI regions. The decrease in fuel additives shipments for ~~both lubricant additives and fuel additives. While there~~the second quarter comparison was across all regions except North America, which experienced an increase in ~~lubricant~~fuel additives ~~product~~shipments. The six months comparison for fuel additives shipments ~~on a global basis, due to the mix of products sold within the product line, lubricant additives had a small unfavorable impact on net sales as shown~~reflected decreases in the ~~table above.~~EMEAI and Asia Pacific regions which were partially offset by increases in the North America and Latin America regions.

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 ~~three~~second quarter and six months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021.


		Three Months Ended March 31,					Second Quarter Ended June 30,				Six Months Ended June 30,
(in millions)	(in millions)		2022		2021			(in millions)	2022		2021		2022		2021
Petroleum additives	Petroleum additives		$	86.9	$	94.1		Petroleum additives	$	91.2	$	74.2	$	178.1	$	168.3
All other	All other		$	0.1	$	(0.7)		All other	$	(0.3)	$	0.0	$	(0.2)	$	(0.7)

Petroleum Additives Segment

Petroleum additives segment gross profit ~~decreased $7.6~~increased $17.1 million and operating profit ~~decreased $7.2~~increased $17.0 million when comparing the ~~first three months~~second quarter of 2022 to the second quarter of 2021. For the first ~~three~~six months of ~~2021.~~2022 compared to the first six months of 2021, gross profit increased $9.5 million and operating profit increased $9.8 million. Cost of goods sold as a percentage of net sales was ~~76.6%~~78.2% for the second quarter of 2022, 76.1% for the second quarter of 2021, 77.4% for the first ~~three~~six months of 2022 and ~~71.3%~~73.8% for the first ~~three~~six months of 2021. The operating profit margin was ~~13.2%~~12.7% for both the second quarter of 2022 and second quarter of 2021, 12.9% for the first ~~three~~six months of 2022, ~~as compared to 16.7%~~and 14.6% for the first ~~three~~six months of 2021. For the rolling four quarters ended ~~March 31,~~June 30, 2022, the operating profit margin for petroleum additives was ~~11.2%~~11.3%.

When comparing both the second quarter and first ~~three~~six months of 2022 and 2021, both gross profit and operating profit included the impact of significantly higher selling prices, along with a favorable impact from higher shipments. These favorable components were partially offset by significantly higher raw material costs, as well as ana smaller unfavorable impact from operating and conversion costs. ~~These were partially offset by the impact of 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. 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. WeNonetheless, we continue to be challenged by the ongoing inflationary environment and continue to experience a lag between when price increases go into effect and when margin recovery ~~begins.~~is realized. This lag will continue until raw material costs and other operating costs, including higher costs resulting from the worldwide supply chain disruptions, stabilize.

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In this uncertain economic environment of continuing increasing costs, operating profit margins ~~remain~~are a priority for us. Margin recovery and cost control will beremain 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 selling, general, and administrative expenses (SG&A) for the second quarter of 2022 were substantially unchanged from the second quarter of 2021 and were $0.4 million lower when comparing the first ~~three~~six months of 2022 ~~were $0.5 million lower as compared to the~~and first ~~three~~six months of 2021. SG&A as a percentage of net sales was ~~4.7%~~4.2% for the second quarter of 2022, 5.2% for the second quarter of 2021, 4.5% for the first ~~three~~six months of 2022 and ~~5.6%~~5.4% for the first ~~three~~six months of 2021. Our SG&A costs are primarily personnel-related and include salaries, benefits, and other costs associated with our workforce, including 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) was substantially unchanged when comparing the second quarter periods, as well as the first ~~three~~six months periods of 2022 and 2021. As a percentage of net sales, R&D was ~~5.5%~~4.9% for the second quarter of 2022, 6.1% for the second quarter of 2021, 5.2% for the first ~~three~~six months of 2022, and ~~6.4%~~6.2% for the first ~~three~~six months of 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 ~~$9.4~~$7.1 million for the second quarter of 2022, $8.9 million for the second quarter of 2021, $16.5 million for the first ~~three~~six months of 2022, and ~~$6.3~~$15.2 million for the first ~~three~~six months of 2021.

The decrease for the second quarter comparison resulted from a lower average interest rate, as well as lower average outstanding debt. A decrease in capitalized interest during the 2022 period partially offset the impact of the lower average rate and lower outstanding debt. The increase for the six months comparison resulted primarily from higher outstanding debt during the 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.~~interest. A lower average interest rate partially offset these unfavorable impacts.

Other Income (Expense), Net

Other income (expense), net was income of ~~$7.2~~$9.1 million for ~~both~~the second quarter of 2022, $5.2 million for the second quarter of 2021, $16.3 million for the first ~~three~~six months of 2022, and 12.4 million for the first six months of 2021. The amounts for both the 2022 and 2021 second quarter and first six months 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 first six months of 2022 period also included investment income of ~~$1.1~~$1.4 million, as well as a loss on marketable securities of $3.0 million.

Income Tax Expense

Income tax expense was ~~$14.2~~$19.1 million for the second quarter of 2022 and $15.1 million for the second quarter of 2021. The effective tax rate was 22.4% for the second quarter of 2022 and 22.5% for the second quarter of 2021. Income tax expense increased $4.2 million due to higher income before income tax expense with the remaining $0.2 million of the difference caused by the slightly lower effective tax rate.

Income tax expense was $33.3 million for the first ~~three~~six months of 2022 and ~~$19.7~~$34.8 million for the first ~~three~~six months of 2021. The effective tax rate was ~~19.3%~~20.9% for the first ~~three~~six months of 2022 and ~~22.0%~~22.2% for the first ~~three~~six months of 2021. Income tax expense ~~decreased $3.5~~increased $0.6 million due to ~~lower~~higher income before income tax expense with the remaining ~~$2.0~~$2.1 million of the difference caused by the lower effective tax rate.

While there were a number of factors impacting the change in the effective tax rate between the second quarter of 2022 and the second quarter of 2021, the overall change was small. The decrease in the effective tax rate for the ~~first three~~six months comparison was primarily driven by the impact of research and development expense capitalization in 2022 on the foreign derived intangible income ~~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 tax credits.~~deduction.

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Cash Flows, Financial Condition, and Liquidity

Cash and cash equivalents at ~~March 31,~~June 30, 2022 were ~~$84.6~~$79.5 million, which was ~~an increase~~a decrease of ~~$1.2~~$3.8 million since December 31, 2021.

Cash and cash equivalents held by our foreign subsidiaries amounted to ~~$81.5~~$77.1 million at ~~March 31,~~June 30, 2022 and $81.1 million at December 31, 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 both a short-term and long-term horizon.

Cash Flows – Operating Activities

Cash flows provided from operating activities for the first ~~three~~six months of 2022 were ~~$6.8~~$24.4 million, adjusted for the use of ~~$67.0~~$114.7 million to fund higher working capital requirements. The ~~$67.0~~$114.7 million used for working capital excluded ~~a small~~an 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 ~~March 31,~~June 30, 2022 with the end of 2021 was primarily the result of higher sales prices along with a smaller impact from increased shipment ~~volumes along with higher sales prices.~~volumes. The increase in inventory was primarily caused by higher raw material costs, as well as 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.

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 ~~$702.6~~$714.3 million at ~~March 31,~~June 30, 2022 and $663.1 million at December 31, 2021. The current ratio was ~~2.71~~2.60 to 1 at ~~March 31,~~June 30, 2022 and 1.91 to 1 at December 31, 2021.

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Cash Flows – Investing Activities

Cash provided from investing activities totaled ~~$359.4~~$344.3 million during the first ~~three~~six months of 2022 primarily representing the proceeds from the sale of marketable securities of $372.8 million. ~~See Note 6 for further information.~~ Capital expenditures for the first ~~three~~six months of 2022 were ~~$12.6~~$27.8 million. We currently expect that our total capital spending during 2022 will be in the ~~$65~~$55 million to ~~$75~~$65 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 used in financing activities during the first ~~three~~six months of 2022 amounted to ~~$365.8~~$371.7 million. These cash flows included $350.0 million for the redemption of the 4.10% senior notes along with $7.1 million of costs related to the redemption (see Debt discussion below), ~~$37.3~~$90.8 million for repurchases of our common stock, and cash dividends of ~~$21.6~~$42.9 million. We also borrowed an additional ~~$51.0~~$121.0 million on the revolving credit facility.

Debt

Our long-term debt was ~~$841.1~~$911.3 million at ~~March 31,~~June 30, 2022 compared to $1.1 billion at December 31, 2021.

See Note 98 for additional information on the 2.70% senior notes, 3.78% ~~senior notes, 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 ~~March 31,~~June 30, 2022, the Leverage Ratio was ~~2.57~~2.61 under the revolving credit facility.

At ~~March 31,~~June 30, 2022, we were in compliance with all covenants under the 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 decreased from 59.9% at December 31, 2021 to ~~52.5%~~55.8% at ~~March 31,~~June 30, 2022. The change in the percentage resulted primarily from the repayment of the 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 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 2021 Annual Report.

There have been no significant changes in our critical accounting policies and estimates from those reported in our 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 to experience impacts to its operating performance due to the current economic environment, as we continue to see challenges with the global supply network, inflationary trends, and raw material price escalation and 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 ~~March 31,~~June 30, 2022, there were no material changes in our market risk from the information provided in the 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 revolving credit facility.

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At ~~March 31,~~June 30, 2022, we had ~~$199~~$269.0 million outstanding variable rate debt under the revolving credit facility. Holding all other variables constant, if the variable portion of the interest rates hypothetically increased 10%, the effect on our earnings and cash flow would be approximately ~~$1.2~~$4.4 million 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 $47 million in the fair value of our debt at ~~March 31,~~June 30, 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 ~~March 31,~~June 30, 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 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,~~June 30, 2022, approximately ~~$444~~$389 million remained available under the 2021 authorization.

The following table outlines the purchases during the ~~first~~second 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


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
April 1 to April 30	60,755	$	329.19	60,755	$	424,467,852
May 1 to May 31	39,570	333.61		39,570	411,266,936
June 1 to June 30	73,616	302.89		73,616	388,969,443
Total	173,941	$	319.06	173,941	$	388,969,443

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)

2223

Table of Contents

SIGNATURES

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


			NEWMARKET CORPORATION
			(Registrant)

Date: ~~April 28,~~August 3, 2022			By: /s/ Brian D. Paliotti
			Brian D. Paliotti
			Vice President and
			Chief Financial Officer
			(Principal Financial Officer)

Date: ~~April 28,~~August 3, 2022			By: /s/ William J. Skrobacz
			William J. Skrobacz
			Controller
			(Principal Accounting Officer)

2324


		Foreign
		Pension Benefits
	Three Months Ended March 31,
(in thousands)			2022		2021
Service cost			$	2,360	$	2,757
Interest cost			1,098		827
Expected return on plan assets			(2,635)		(2,666)
Amortization of prior service cost (credit)			37		38
Amortization of actuarial net (gain) loss			169		901
Net periodic benefit cost (income)			$	1,029	$	1,857


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

Equity securities
U.S. government income mutual fund	327,191		327,191		0		0
Total marketable securities	$	375,918	$	327,191	$	48,727	$	0