NEWMARKET CORP - Quarter Report: 2005 June (Form 10-Q)

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2005

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

For the transition period from to

Commission File Number 1-32190

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)

VIRGINIA

20-0812170

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

330 SOUTH FOURTH STREET

RICHMOND, VIRGINIA

23218-2189

(Address of principal executive offices)

(Zip Code)

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

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

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

Number of shares of common stock, without par value, outstanding as of July 31, 2005: 17,039,059.

NEWMARKET CORPORATION

INDEX


		Page Number
PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2005 and 2004		3

Condensed Consolidated Balance Sheets – June 30, 2005 and December 31, 2004		4

Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2005 and 2004		5

Notes to Condensed Consolidated Financial Statements		6 - 25

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26 - 36

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		36

ITEM 4. Controls and Procedures		37

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings		38

ITEM 4. Submission of Matters to a Vote of Security Holders		38

ITEM 5. Other Information		39

ITEM 6. Exhibits		39

SIGNATURES		40

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended June 30				Six Months Ended June 30
	2005		2004		2005		2004
Net sales	$	271,842	$	221,510	$	510,956	$	438,280
Cost of goods sold		219,681		170,978		415,682		341,887

Gross profit		52,161		50,532		95,274		96,393

Operating profit from TEL marketing agreements services		6,826		10,763		13,277		18,075

Selling, general, and administrative expenses		23,969		24,910		46,262		48,428
Research, development, and testing expenses		15,797		15,098		32,077		30,847
Special item income		3,868		—		3,868		—

Operating profit		23,089		21,287		34,080		35,193

Interest and financing expenses		4,455		4,527		8,782		9,683
Other income, net		131		283		371		449

Income before income taxes		18,765		17,043		25,669		25,959
Income tax expense		5,698		5,689		7,840		8,787

Net income	$	13,067	$	11,354	$	17,829	$	17,172

Basic earnings per share	$	0.77	$	0.67	$	1.05	$	1.02

Diluted earnings per share	$	0.76	$	0.66	$	1.03	$	1.00

Shares used to compute basic earnings per share		17,016		16,904		16,999		16,859

Shares used to compute diluted earnings per share		17,305		17,168		17,310		17,144

See accompanying notes to the condensed consolidated financial statements.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	June 30 2005			December 31 2004
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	31,453		$	28,778
Restricted cash		1,409			1,706
Trade and other accounts receivable, less allowance for doubtful accounts ($1,051 - 2005; $1,067 - 2004)		177,377			158,423
Receivable - TEL marketing agreements services		3,913			3,298
Inventories:
Finished goods		131,207			131,627
Raw materials		17,561			17,471
Stores, supplies and other		8,315			8,691

		157,083			157,789

Deferred income taxes		7,482			7,874
Prepaid expenses		5,639			2,387

Total current assets		384,356			360,255

Property, plant and equipment, at cost		774,454			777,105
Less accumulated depreciation and amortization		614,517			610,876

Net property, plant and equipment		159,937			166,229

Prepaid pension cost		17,830			20,101
Deferred income taxes		7,044			4,367
Other assets and deferred charges		60,324			68,961
Intangibles, net of amortization		53,054			56,282

Total assets	$	682,545		$	676,195

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	70,898		$	75,719
Accrued expenses		44,997			52,710
Book overdraft		6,171			5,015
Long-term debt, current portion		620			601
Income taxes payable		8,434			6,138

Total current liabilities		131,120			140,183

Long-term debt		187,518			183,837
Other noncurrent liabilities		117,591			120,293

Commitments and contingencies (Note 10)

Shareholders’ equity:
Common stock and paid-in capital (without par value) Issued - 17,033,059 in 2005 and 16,980,759 in 2004		84,951			84,724
Accumulated other comprehensive loss		(25,492	)		(21,870	)
Retained earnings		186,857			169,028

		246,316			231,882

Total liabilities and shareholders’ equity	$	682,545		$	676,195

See accompanying notes to the condensed consolidated financial statements.

NEWMARKET CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30
	2005			2004
Cash and cash equivalents at beginning of year	$	28,778		$	33,367

Cash flows from operating activities:
Net income		17,829			17,172
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and other amortization		17,565			21,682
Amortization of deferred financing costs		945			1,636
Noncash pension expense		6,506			5,158
Deferred income tax benefit		(458	)		(2,169	)
Gain on insurance settlement		(3,868	)		—
Working capital changes		(36,573	)		(31,858	)
Cash pension contributions		(5,061	)		(7,022	)
Proceeds from insurance settlement		6,000			—
Long-term receivable - TEL marketing agreements		618			114
Other, net		4,449			614

Cash provided from operating activities		7,952			5,327

Cash flows from investing activities:
Capital expenditures		(7,074	)		(6,047	)
Other, net		121			11

Cash used in investing activities		(6,953	)		(6,036	)

Cash flows from financing activities:
Borrowing under revolving credit agreement		4,000			—
Repayment of debt - previous agreements		—			(3,807	)
Change in book overdraft		1,156			3,467
Financing costs		—			(1,089	)
Proceeds from exercise of stock options		227			773
Decrease in capital lease		(300	)		(281	)

Cash provided from (used in) financing activities		5,083			(937	)

Effect of foreign exchange on cash and cash equivalents		(3,407	)		(2,382	)

Increase (decrease) in cash and cash equivalents		2,675			(4,028	)

Cash and cash equivalents at end of period	$	31,453		$	29,339

See accompanying notes to the condensed consolidated financial statements.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Financial Statement Presentation

In the opinion of management, the accompanying condensed consolidated financial statements of NewMarket Corporation and Subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of June 30, 2005, as well as our consolidated results of operations for the three-months and six-months ended June 30, 2005 and 2004 and our consolidated cash flows for the six-months ended June 30, 2005 and 2004. The financial statements are subject to normal year-end adjustments and do not include comprehensive footnotes. 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 fiscal year ended December 31, 2004 (2004 Annual Report), as filed with the Securities and Exchange Commission (SEC). The results of operations for the three-month and six-month periods ended June 30, 2005 are not necessarily indicative of the results to be expected for the full year.

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

At both June 30, 2005 and December 31, 2004, we had a book overdraft for some of our disbursement cash accounts. A book overdraft represents transactions that have not cleared the bank accounts at the end of the reporting period. We transfer cash on an as-needed basis to fund these items as they clear the bank in subsequent periods.

2.	Reclassifications

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

3.	Asset Retirement Obligations

Our asset retirement obligations are related primarily to tetraethyl lead (TEL) operations. These obligations had been previously fully accrued. Upon the January 1, 2003 adoption of Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (SFAS No. 143), these accruals were discounted to their net present value, which resulted in the recognition of a gain. Current accretion of the asset retirement obligations is expensed in operations. The following table illustrates the activity associated with SFAS No. 143 for the six months ended June 30, 2005 and the year ended December 31, 2004.


	June 30 2005			December 31 2004
	*(in thousands)*
Asset retirement obligation, beginning of period	$	10,268		$	13,238
Accretion expense		410			702
Liabilities settled		(1,019	)		(2,998	)
Changes in expected cash flows and timing		1,679			(1,147	)
Foreign currency impact		(88	)		473

Asset retirement obligation, end of period	$	11,250		$	10,268

4.	Stock-Based Compensation

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

The following table illustrates the effect on net income and earnings per share as if we had applied the fair-value method of accounting for the stock-based compensation plan.


	Three Months Ended June 30					Six Months Ended June 30
	2005		2004			2005			2004
	*(in thousands, except per share amounts)*
Net income, as reported	$	13,067	$	11,354		$	17,829		$	17,172
Less: Total stock-based employee compensation expense determined under the fair-value based method, net of related tax effect		—		(31	)		(23	)		(61	)

Net income, pro forma	$	13,067	$	11,323		$	17,806		$	17,111

Earnings per share:
Basic, as reported	$	0.77	$	0.67		$	1.05		$	1.02

Basic, pro forma	$	0.77	$	0.67		$	1.05		$	1.02

Diluted, as reported	$	0.76	$	0.66		$	1.03		$	1.00

Diluted, pro forma	$	0.76	$	0.66		$	1.03		$	1.00

5.	Segment Information

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

Net Sales by Segment

(in millions)


	Three Months Ended June 30				Six Months Ended June 30
	2005		2004		2005		2004
Petroleum additives	$	269.0	$	218.1	$	506.2	$	432.8
Tetraethyl lead		2.8		3.4		4.8		5.5

Consolidated net sales	$	271.8	$	221.5	$	511.0	$	438.3

Segment Operating Profit

(in millions)


	Three Months Ended June 30						Six Months Ended June 30
	2005			2004			2005			2004
Petroleum additives	$	17.0		$	17.3		$	26.8		$	30.2
Tetraethyl lead (a)		9.5			9.1			13.8			15.5
Contract manufacturing and other		1.0			—			1.7			—

Segment operating profit		27.5			26.4			42.3			45.7
Corporate, general and administrative expense		(3.3	)		(3.7	)		(6.0	)		(7.2	)
Interest expense		(4.5	)		(4.5	)		(8.8	)		(9.7	)
Other expense, net		(0.9	)		(1.2	)		(1.8	)		(2.8	)

Income before income taxes	$	18.8		$	17.0		$	25.7		$	26.0

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

(a)

The tetraethyl lead segment operating profit includes an insurance settlement related to asbestos liabilities. This item is discussed in Note 10.

Depreciation and Amortization

(in millions)


	Three Months Ended June 30				Six Months Ended June 30
	2005		2004		2005		2004
Petroleum additives	$	6.4	$	8.2	$	13.5	$	16.6
Tetraethyl lead		1.7		2.2		3.4		4.3
Other long-lived assets		0.3		0.4		0.7		0.8

Total depreciation and amortization	$	8.4	$	10.8	$	17.6	$	21.7

During the second quarter 2005, Octel advised us that one of the major TEL customers under our marketing agreements has indicated that it was discontinuing the use of TEL earlier than we had previously expected. Because of this development, we evaluated the prepayment for TEL marketing agreement services for impairment and concluded the unamortized value of $17.5 million reflected in our financial statements at June 30, 2005 is not impaired. We adjusted the rate of amortization for these prepayments from a 20% declining balance method to a 30% declining balance method. In addition, based on revised projections of product shipments and product life expectancy, we adjusted the amortization period to run through 2012. This change will have an insignificant impact on 2005 earnings. Total amortization related to the TEL marketing agreements is currently projected to be:


·	2005	$6.7 million
·	2006	$4.6 million
·	2007	$3.3 million
·	2008	$2.3 million
·	2009	$1.6 million
·	Thereafter	$2.4 million	in total for the final three years

This amortization for each year is included in tetraethyl lead in the table above.

6.	Pension and Postretirement Plans

During the first six months of 2005, we made contributions of approximately $2.1 million for domestic pension plans and approximately $900 thousand for domestic postretirement plans. We expect to make total contributions in 2005 of approximately $4 million to $6 million for our domestic pension plans and approximately $2 million to $3 million for our domestic postretirement plans.

We made contributions of approximately $3.0 million for our foreign pension plans during the first six months of 2005 and expect to make total contributions to our foreign pension plans of approximately $6 million to $7 million during 2005.

The tables below present information on periodic benefit cost for our domestic pension and postretirement plans. The third table presents the same information for the foreign pension plans.


	Domestic
	Pension Benefits
	Three Months Ended June 30						Six Months Ended June 30
	2005			2004			2005			2004
	*(in thousands)*
Service cost	$	1,368		$	1,147		$	2,736		$	2,294
Interest cost		1,479			1,354			2,955			2,707
Expected return on plan assets		(1,497	)		(1,364	)		(2,993	)		(2,727	)
Amortization of prior service cost		200			180			400			359
Amortization of net loss		506			356			1,012			712

	$	2,056		$	1,673		$	4,110		$	3,345


	Domestic
	Postretirement Benefits
	Three Months Ended June 30						Six Months Ended June 30
	2005			2004			2005			2004
	*(in thousands)*
Service cost	$	341		$	267		$	681		$	534
Interest cost		918			1,015			1,854			2,036
Expected return on plan assets		(486	)		(476	)		(971	)		(951	)
Amortization of prior service cost		(7	)		(8	)		(14	)		(15	)

	$	766		$	798		$	1,550		$	1,604


	Foreign
	Pension Benefits
	Three Months Ended June 30						Six Months Ended June 30
	2005			2004			2005			2004
	*(in thousands)*
Service cost	$	529		$	395		$	1,070		$	793
Interest cost		1,058			925			2,171			1,857
Expected return on plan assets		(873	)		(745	)		(1,762	)		(1,494	)
Amortization of prior service cost		80			77			162			155
Amortization of transition asset		(11	)		(11	)		(23	)		(21	)
Amortization of net loss		385			261			778			523

	$	1,168		$	902		$	2,396		$	1,813

7.	Earnings Per Share

Basic and diluted earnings per share are calculated as shown in the table below. Options are not included in the computation of diluted earnings per share when the option exercise price exceeds the average market price of the common stock. At both June 30, 2005 and June 30, 2004, we had outstanding options to purchase 50,000 shares of NewMarket common stock at $44.375 per share. These options were not included in the computation of diluted earnings per share for any period due to their anti-dilutive impact.


	Three Months Ended June 30				Six Months Ended June 30
	2005		2004		2005		2004
	*(in thousands, except per share amounts)*
Basic earnings per share
Numerator:
Income available to shareholders, as reported	$	13,067	$	11,354	$	17,829	$	17,172

Denominator:
Average number of shares of common stock outstanding		17,016		16,904		16,999		16,859

Basic earnings per share	$	.77	$	.67	$	1.05	$	1.02

Diluted earnings per share
Numerator:
Income available to shareholders, as reported	$	13,067	$	11,354	$	17,829	$	17,172

Denominator:

Average number of shares of common stock outstanding		17,016		16,904		16,999		16,859

Shares issuable upon exercise of stock options		289		264		311		285

Total shares		17,305		17,168		17,310		17,144

Diluted earnings per share	$	.76	$	.66	$	1.03	$	1.00

8.	Intangibles, net of amortization

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


	June 30, 2005				December 31, 2004
	Identifiable Intangibles
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
	*(in thousands)*
Amortizing intangible assets
Formulas	$	85,910	$	37,643	$	85,910	$	35,384
Contracts		40,873		40,873		40,873		40,030

	$	126,783	$	78,516	$	126,783	$	75,414

Nonamortizing intangible assets Minimum pension liabilities	$	4,787			$	4,913

Aggregate amortization expense			$	3,102			$	6,540

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


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

We amortize the cost of intangible assets by the straight-line method, over their economic lives. Contracts are generally amortized over 5 to 10 years. Formulas are generally amortized over 20 years.

9.	Long-term Debt

Long-term debt consisted of the following:


	June 30 2005			December 31 2004
	*(in thousands)*
Senior notes	$	150,000		$	150,000
Revolving loan agreement		34,000			30,000
Capital lease obligations		4,138			4,438

		188,138			184,438
Current maturities of long-term debt		(620	)		(601	)

	$	187,518		$	183,837

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

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

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

The senior notes and the subsidiary guarantees rank:

•

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

•

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

•

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

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

•

incur additional indebtedness;

•

create liens;

•

pay dividends or repurchase capital stock;

•

make certain investments;

•

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

•

engage in transactions with affiliates.

We were in compliance with these covenants as of both June 30, 2005 and December 31, 2004.

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

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

Borrowings under the $100 million revolving credit facility are used for working capital and other general corporate purposes for NewMarket and our subsidiaries. The revolving credit facility includes a sub-facility for letters of credit. Borrowings bear interest, at our election, at either a base rate plus a margin (75 basis points as of June 30, 2005) or LIBOR plus a margin (225 basis points as of June 30, 2005). The revolving credit facility matures on June 18, 2009. Borrowings outstanding at June 30, 2005 under the revolving credit facility were $34 million and bore interest at rates of 5.4% to 6.75%, depending upon the type of borrowing. At June 30, 2005, we had outstanding letters of credit of $23.7 million, resulting in the unused portion of the revolver amounting to $42.3 million.

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

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

•

minimum consolidated net worth;

•

a minimum fixed charge coverage ratio;

•

a maximum leverage ratio;

•

a maximum senior secured leverage ratio; and

•

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

We were in compliance with these covenants as of both June 30, 2005 and December 31, 2004.

10.	Contractual Commitments and Contingencies

There have been no significant changes in our contractual commitments and contingencies from those reported in our 2004 Annual Report, except for changes related to the legal proceedings concerning the TEL case in Maryland. In that case, Ethyl was served as a defendant in the case filed in the Circuit Court for Baltimore City, Maryland, in September 1999. Smith, et al. v. Lead Industries Association, Inc., et al., alleged personal injuries for seven children from lead exposure arising from lead paint and dust from tailpipe emissions due to leaded gasoline. The court dismissed Ethyl and some other defendants from the case in February 2002 and granted summary judgment to other defendants in November 2002. The plaintiffs have appealed both decisions, but did not appeal the dismissal of Ethyl as a defendant. On April 4, 2005, the Court of Appeals of Maryland dismissed the appeal on the basis that the trial court’s decision was not a final decision that could be appealed, and the case is once again pending in the trial court. If such claims are further pursued against Ethyl, we believe Ethyl has strong defenses and will vigorously defend any such claims.

Our accruals for environmental remediation were approximately $23 million at June 30, 2005 and $22 million at December 31, 2004. In addition to the accruals for environmental remediation, we also have accruals for dismantling and decommissioning costs of approximately $8 million at June 30, 2005 and $7 million at December 31, 2004.

During the second quarter 2005 we entered into an agreement with Travelers Indemnity Company (Travelers) resolving certain long standing issues regarding our coverage for certain premises asbestos claims. In addition, our agreement with Travelers provides a procedure for allocating defense and indemnity costs with respect to future premises asbestos claims. The lawsuit against Travelers in the Southern District of Texas was dismissed.

We also settled our outstanding receivable from Albemarle Corporation (Albemarle) for premises asbestos liability obligations. As a result of the insurance settlement described above, the outstanding amount owed to us by Albemarle is now $1.4 million, compared to $4 million at year end. The $1.4 million is scheduled to be paid to us by Albemarle in the third quarter of this year.

These settlements resulted in a gain of $3.9 million ($2.5 million after income taxes), which is included as a special item this quarter. The gain represents monies paid to us to settle historical claims in excess of the receivables we carried on our books from both Travelers and Albemarle.

11.	Comprehensive Income and Accumulated Other Comprehensive Loss

The components of comprehensive income consist of the following:


	Three Months Ended June 30						Six Months Ended June 30
	2005			2004			2005			2004
	*(in thousands)*						*(in thousands)*
Net income	$	13,067		$	11,354		$	17,829		$	17,172
Other comprehensive (loss) income, net of tax
Unrealized (loss) gain on marketable equity securities		(4	)		(7	)		(103	)		60
Unrealized gain on derivative instruments		583			—			1,454			—
Foreign currency translation adjustments		(3,076	)		(1,625	)		(4,973	)		(2,177	)

Other comprehensive loss		(2,497	)		(1,632	)		(3,622	)		(2,117	)

Comprehensive income	$	10,570		$	9,722		$	14,207		$	15,055

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


	June 30 2005			December 31 2004
	*(in thousands)*
Unrealized gain on marketable equity securities	$	43		$	146
Minimum pension liability adjustment		(16,091	)		(16,091	)
Unrealized gain (loss) on derivative instruments		509			(945	)
Foreign currency translation adjustments		(9,953	)		(4,980	)

Accumulated other comprehensive loss	$	(25,492	)	$	(21,870	)

12.	Recently Issued Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 154, “Accounting Changes and Error Corrections,” (SFAS 154). SFAS 154 replaces Accounting Principles Board Opinion No. 20, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements” and is effective for fiscal years beginning after December 15, 2005. SFAS 154 addresses the accounting and reporting of a change in accounting principle. We do not expect SFAS 154 to have an impact on our financial statements, unless we adopt a change in accounting principle.

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

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

13.	Consolidating Financial Information

The senior notes are fully and unconditionally guaranteed by certain of our subsidiaries (Guarantor Subsidiaries) on a joint and several unsecured senior basis. The Guarantor Subsidiaries include all of our existing and future wholly-owned domestic restricted subsidiaries and certain of our existing wholly-owned foreign subsidiaries. The Guarantor Subsidiaries and the subsidiaries that do not guarantee the senior notes (the Non-Guarantor Subsidiaries) are wholly owned by NewMarket Corporation (the Parent). The Guarantor Subsidiaries consist of the following:


Domestic Subsidiaries
Ethyl Corporation		Afton Chemical Corporation
Ethyl Asia Pacific LLC		Afton Chemical Asia Pacific LLC
Ethyl Canada Holdings, Inc.		Afton Chemical Canada Holdings, Inc.
Ethyl Export Corporation		Afton Chemical Japan Holdings, Inc.
Ethyl Interamerica Corporation		Afton Chemical Additives Corporation
Ethyl Ventures, Inc.		NewMarket Services Corporation
Interamerica Terminals Corporation		The Edwin Cooper Corporation
Afton Chemical Intangibles LLC		Old Town LLC

Foreign Subsidiaries
Ethyl Europe S.P.R.L.		Afton Chemical S.P.R.L.
Ethyl Administration GmbH		Afton Chemical Industria de Aditivos Ltda
Ethyl Services GmbH

We conduct all of our business and derive all of our income from our subsidiaries. Therefore, our ability to make payments on the senior notes or other obligations is dependent on the earnings and the distribution of funds from our subsidiaries. There are no restrictions on the ability of any of our domestic subsidiaries to transfer funds to the Parent. We are currently able to transfer funds from our foreign subsidiaries, although certain conditions may arise occasionally that may restrict these transfers.

The following sets forth the consolidating statements of income for the three months and six months ended June 30, 2005 and 2004, consolidating balance sheets as of June 30, 2005 and December 31, 2004, and condensed consolidating statements of cash flows for the six months ended June 30, 2005 and 2004 for the Parent, the Guarantor Subsidiaries and Non-Guarantor Subsidiaries. Certain amounts in these financial statements have been reclassified for the transition to a holding company structure effective as of June 18, 2004. The financial information is based on our understanding of the SEC’s interpretation and application of Rule 3-10 of the Regulation S-X promulgated by the SEC.

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

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Three Months Ended June 30, 2005

(in thousands)


	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	—		$	195,949	$	134,772		$	(58,879	)	$	271,842
Cost of goods sold		333			167,522		111,998			(60,172	)		219,681

Gross (loss) profit		(333	)		28,427		22,774			1,293			52,161

Operating profit from TEL marketing agreements services		—			2,506		4,320			—			6,826
Intercompany service fee income (expense) from TEL marketing agreements		—			4,120		(4,120	)		—			—

Selling, general, and administrative expenses		1,472			10,666		11,831			—			23,969
Research, development, and testing expenses		—			12,083		3,714			—			15,797
Special item income		—			3,868		—			—			3,868

Operating (loss) profit		(1,805	)		16,172		7,429			1,293			23,089

Interest and financing expenses		4,411			44		—			—			4,455
Other (expense) income, net		(14	)		89		56			—			131

(Loss) income before income taxes and equity income of subsidiaries		(6,230	)		16,217		7,485			1,293			18,765
Income tax (benefit) expense		(2,608	)		5,460		2,362			484			5,698
Equity income of subsidiaries		16,689			—		—			(16,689	)		—

Net income	$	13,067		$	10,757	$	5,123		$	(15,880	)	$	13,067

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Three Months Ended June 30, 2004

(in thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	—		$	164,832		$	120,356		$	(63,678	)	$	221,510
Cost of goods sold		280			131,944			103,653			(64,899	)		170,978

Gross (loss) profit		(280	)		32,888			16,703			1,221			50,532

Operating profit from TEL marketing agreements services		—			1,623			9,140			—			10,763
Intercompany service fee income (expense) from TEL marketing agreements		—			8,930			(8,930	)		—			—

Selling, general, and administrative expenses		1,270			12,746			10,894			—			24,910
Research, development, and testing expenses		—			12,080			3,018			—			15,098

Operating (loss) profit		(1,550	)		18,615			3,001			1,221			21,287

Interest and financing expenses		4,332			195			—			—			4,527
Other (expense) income, net		(95	)		(692	)		1,070			—			283

(Loss) income before income taxes and equity income of subsidiaries		(5,977	)		17,728			4,071			1,221			17,043
Income tax expense		686			4,097			441			465			5,689
Equity income of subsidiaries		18,017			—			—			(18,017	)		—

Net income	$	11,354		$	13,631		$	3,630		$	(17,261	)	$	11,354

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Six Months Ended June 30, 2005

(in thousands)


	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	—		$	369,839	$	256,893		$	(115,776	)	$	510,956
Cost of goods sold		680			319,585		212,068			(116,651	)		415,682

Gross (loss) profit		(680	)		50,254		44,825			875			95,274

Operating profit from TEL marketing agreements services		—			4,751		8,526			—			13,277
Intercompany service fee income (expense) from TEL marketing agreements		—			8,127		(8,127	)		—			—

Selling, general, and administrative expenses		3,241			20,568		22,453			—			46,262
Research, development, and testing expenses		—			24,590		7,487			—			32,077
Special item income		—			3,868		—			—			3,868

Operating (loss) profit		(3,921	)		21,842		15,284			875			34,080

Interest and financing expenses		8,690			92		—			—			8,782
Other income, net		138			145		88			—			371

(Loss) income before income taxes and equity income of subsidiaries		(12,473	)		21,895		15,372			875			25,669
Income tax (benefit) expense		(5,312	)		7,216		5,610			326			7,840
Equity income of subsidiaries		24,990			—		—			(24,990	)		—

Net income	$	17,829		$	14,679	$	9,762		$	(24,441	)	$	17,829

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Six Months Ended June 30, 2004

(in thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net sales	$	—		$	324,490		$	232,753		$	(118,963	)	$	438,280
Cost of goods sold		496			257,771			204,405			(120,785	)		341,887

Gross (loss) profit		(496	)		66,719			28,348			1,822			96,393

Operating profit from TEL marketing agreements services		—			4,338			13,737			—			18,075
Intercompany service fee income (expense) from TEL marketing agreements		—			13,476			(13,476	)		—			—

Selling, general, and administrative expenses		2,373			24,109			21,946			—			48,428
Research, development, and testing expenses		—			24,621			6,226			—			30,847

Operating (loss) profit		(2,869	)		35,803			437			1,822			35,193

Interest and financing expenses		9,257			426			—			—			9,683
Other income (expense), net		4			(658	)		1,103			—			449

(Loss) income before income taxes and equity income of subsidiaries		(12,122	)		34,719			1,540			1,822			25,959
Income tax (benefit) expense		(2,320	)		10,761			(338	)		684			8,787
Equity income of subsidiaries		26,974			—			—			(26,974	)		—

Net income	$	17,172		$	23,958		$	1,878		$	(25,836	)	$	17,172

NewMarket Corporation and Subsidiaries

Consolidating Balance Sheets

June 30, 2005

(in thousands)


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

Cash and cash equivalents	$	269		$	13,390		$	17,794		$	—		$	31,453
Restricted cash		898			511			—			—			1,409
Trade and other accounts receivable, net		2,287			96,062			79,028			—			177,377
Receivable - TEL marketing agreements services		—			(5,169	)		9,082			—			3,913
Amounts due from affiliated companies		—			117,985			33,134			(151,119	)		—
Inventories		—			91,406			67,141			(1,464	)		157,083
Deferred income taxes		1,127			5,159			599			597			7,482
Prepaid expenses		516			3,885			1,238			—			5,639

Total current assets		5,097			323,229			208,016			(151,986	)		384,356

Property, plant and equipment, at cost		—			710,050			64,404			—			774,454
Less accumulated depreciation & amortization		—			553,910			60,607			—			614,517

Net property, plant and equipment		—			156,140			3,797			—			159,937

Investment in consolidated subsidiaries		471,621			—			—			(471,621	)		—
Prepaid pension cost		15,800			—			2,030			—			17,830
Deferred income taxes		14,603			(3,493	)		(4,066	)		—			7,044
Other assets and deferred charges		17,816			35,015			7,493			—			60,324
Intangibles, net of amortization		970			50,133			1,951			—			53,054

Total assets	$	525,907		$	561,024		$	219,221		$	(623,607	)	$	682,545

LIABILITIES AND SHAREHOLDERS’ EQUITY

Accounts payable	$	33		$	49,365		$	21,500		$	—		$	70,898
Accrued expenses		5,613			33,789			5,595			—			44,997
Book overdraft		22			6,149			—			—			6,171
Amounts due to affiliated companies		27,928			33,543			89,648			(151,119	)		—
Long-term debt, current portion		—			620			—			—			620
Income taxes payable		2,094			4,469			1,871			—			8,434

Total current liabilities		35,690			127,935			118,614			(151,119	)		131,120

Long-term debt		184,000			3,518			—			—			187,518
Other noncurrent liabilities		59,901			38,133			19,557			—			117,591

Total liabilities		279,591			169,586			138,171			(151,119	)		436,229

Shareholders’ equity:
Common stock and paid-in capital		84,951			272,588			40,347			(312,935	)		84,951
Accumulated other comprehensive loss		(25,492	)		(12,603	)		(9,726	)		22,329			(25,492	)
Retained earnings		186,857			131,453			50,429			(181,882	)		186,857

Total shareholders’ equity		246,316			391,438			81,050			(472,488	)		246,316

Total liabilities and shareholders’ equity	$	525,907		$	561,024		$	219,221		$	(623,607	)	$	682,545

NewMarket Corporation and Subsidiaries

Consolidating Balance Sheets

December 31, 2004

(in thousands)


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

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

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

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

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

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

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

LIABILITIES AND SHAREHOLDERS’ EQUITY

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

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

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

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

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

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

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

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Six Months Ended June 30, 2005

(in thousands)


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash (used in) provided from operating activities	$	(3,689	)	$	9,529		$	2,112		$	—		$	7,952

Cash flows from investing activities
Capital expenditures		—			(6,488	)		(586	)		—			(7,074	)
Increase in intercompany loans		(2,900	)		—			—			2,900			—
Cash dividends from subsidiaries		2,575			—			—			(2,575	)		—
Other, net		—			121			—			—			121

Cash used in investing activities		(325	)		(6,367	)		(586	)		325			(6,953	)

Cash flows from financing activities
Borrowings under revolving credit agreement		4,000			—			—			—			4,000
Change in book overdraft		5			1,151			—			—			1,156
Financing from affiliated companies		—			2,900			—			(2,900	)		—
Cash dividends paid		—			(2,575	)		—			2,575			—
Proceeds from exercise of stock options		227			—			—			—			227
Decrease in capital lease		—			(300	)		—			—			(300	)

Cash provided from financing activities		4,232			1,176			—			(325	)		5,083

Effect of foreign exchange on cash and cash equivalents		—			465			(3,872	)		—			(3,407	)

Increase (decrease) in cash and cash equivalents		218			4,803			(2,346	)		—			2,675
Cash and cash equivalents at beginning of year		51			8,587			20,140			—			28,778

Cash and cash equivalents at end of period	$	269		$	13,390		$	17,794		$	—		$	31,453

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Six Months Ended June 30, 2004


	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash (used in) provided from operating activities	$	(1,926	)	$	6,248		$	1,005		$	—		$	5,327

Cash flows from investing activities
Capital expenditures		—			(5,613	)		(434	)		—			(6,047	)
Cash dividends from subsidiaries		2,000			—			—			(2,000	)		—
Other, net		—			11			—			—			11

Cash provided from (used in) investing activities		2,000			(5,602	)		(434	)		(2,000	)		(6,036	)

Cash flows from financing activities
Repayments of debt - previous agreements		(3,807	)		—			—			—			(3,807	)
Change in book overdraft		—			3,467			—			—			3,467
Cash dividends paid		—			(2,000	)		—			2,000			—
Repayment of intercompany note payable		—			(5,281	)		—			5,281			—
Financing from affiliated companies		—			5,281			—			(5,281	)		—
Debt issuance costs		(1,089	)		—			—			—			(1,089	)
Proceeds from exercise of stock options		773			—			—			—			773
Decrease in capital lease		—			(281	)		—			—			(281	)

Cash (used in) provided from financing activities		(4,123	)		1,186			—			2,000			(937	)

Effect of foreign exchange on cash and cash equivalents		(715	)		314			(1,981	)		—			(2,382	)

Decrease (increase) in cash and cash equivalents		(4,764	)		2,146			(1,410	)		—			(4,028	)
Cash and cash equivalents at beginning of year		8,500			9,189			15,678			—			33,367

Cash and cash equivalents at end of period	$	3,736		$	11,335		$	14,268		$	—		$	29,339

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

Forward-Looking Statements

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

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

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

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

Results of Operations

Net Sales

Our consolidated net sales for the second quarter 2005 amounted to $271.8 million, representing an increase of 23% from the 2004 level of $221.5 million. The six months 2005 consolidated net sales were $511.0 million as compared to $438.3 million for the same 2004 period, which represents an increase of 17% over six months 2004. The table below shows our consolidated net sales by segment.

Net Sales by Segment

(in millions)


	Three Months Ended June 30				Six Months Ended June 30
	2005		2004		2005		2004
Petroleum additives	$	269.0	$	218.1	$	506.2	$	432.8
Tetraethyl lead		2.8		3.4		4.8		5.5

Consolidated net sales	$	271.8	$	221.5	$	511.0	$	438.3

Petroleum Additives Segment

Petroleum additives net sales in the second quarter 2005 of $269.0 million were up $50.9 million, or approximately 23%, from $218.1 million in the second quarter 2004. Shipments for the second quarter 2005 increased approximately 13% as compared to second quarter 2004. The increase in shipments was the result of significantly higher shipments in the engine oil additives product line. Shipments in the other product lines for the second quarter 2005 were generally unchanged compared to the second quarter 2004. Selling prices, which were higher in second quarter 2005 than the same 2004 period, as well as a favorable foreign currency impact, also resulted in the higher net sales between the two second quarter periods.

The six months 2005 petroleum additives net sales of $506.2 million were $73.4 million, or 17%, higher than the 2004 six months petroleum additives net sales of $432.8 million. Total petroleum additives shipments increased 6% when comparing six months 2005 to six months 2004. Again, the higher shipments resulted from an increase in the engine oil additives product line. Shipments in the other product lines were down less than 4%. Similar to the second quarter results, higher selling prices and favorable foreign currency also resulted in higher net sales when comparing six months 2005 and six months 2004.

The components of the petroleum additives increase in net sales of $50.9 million between the two second quarter periods and $73.4 million between the two six months periods are shown below (in millions):


	Second Quarter		Six Months
Period ended June 30, 2004	$	218.1	$	432.8
Change in shipments and product mix		28.8		38.2
Changes in selling prices including foreign currency impact		22.1		35.2

Period ended June 30, 2005	$	269.0	$	506.2

Tetraethyl Lead Segment

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

Total TEL sales for the second quarter and six months 2005 were lower than the same periods in 2004. These changes were caused substantially by variation in the quarter-to-quarter timing of sales orders.

Segment Operating Profit

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

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

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

Segment Operating Profit

(in millions)


	Three Months Ended June 30				Six Months Ended June 30
	2005		2004		2005		2004
Petroleum additives	$	17.0	$	17.3	$	26.8	$	30.2

Tetraethyl lead	$	9.5	$	9.1	$	13.8	$	15.5

Contract manufacturing and other	$	1.0	$	—	$	1.7	$	—

Petroleum Additives Segment

Second Quarter 2005 vs. Second Quarter 2004 - Petroleum additives second quarter 2005 operating profit was $17.0 million as compared to $17.3 million for second quarter 2004.

While net sales were approximately 23% higher and shipments were approximately 13% higher, unrecovered rising costs of raw materials, as well as small increases in selling, general, and administrative (SG&A) expenses and research, development, and testing (R&D) expenses, resulted in operating profit being generally unchanged when comparing second quarter 2005 to second quarter 2004 results. The 2005 results also include a favorable foreign currency impact. Raw material costs have continued to increase since June 30, 2005. We are currently attempting to recover the most recent increases in the marketplace.

The increase in R&D expenses in the petroleum additives segment between the two first quarter periods was $500 thousand and included a small unfavorable foreign currency impact.

SG&A expenses for this segment increased about $500 thousand, or approximately 3%, from second quarter 2004 levels and resulted substantially from an unfavorable foreign currency impact. As a percentage of net sales, SG&A expenses combined with R&D expenses, decreased from 15.4% for the second quarter 2004 to 12.8% for the same period this year. This decrease reflects higher sales, partially offset by the 3% increase in combined SG&A and R&D expenses.

Six Months 2005 vs. Six Months 2004 - Petroleum additives six months 2005 operating profit was $26.8 million, which was a decrease of 11% from the six months 2004 level of $30.2 million. The six months 2005 decrease was across most major product lines.

Continuing the trend from the first three months 2005, net sales were approximately 17% higher and shipments were approximately 6% higher. Despite the favorable trend in net sales, operating profit for six months 2005 was lower than six months 2004 due to unrecovered rising costs of raw materials, as well as the small increases in SG&A expenses and R&D expenses. We have increased selling prices during six months 2005, but the rising costs of raw materials has outpaced the selling price increases during the year. The 2005 results also include a favorable foreign currency impact.

Petroleum additives segment R&D expenses increased $900 thousand when comparing six months 2005 to six months 2004. The increase was across most product lines and included a small unfavorable foreign currency impact.

The six months 2005 SG&A expenses for the petroleum additives segment increased about $1 million, or approximately 3%, when comparing to six months 2004 levels. The increase was across all product lines and included a significant unfavorable foreign currency impact. As a percentage of net sales, SG&A expenses combined with R&D expenses decreased from 15.4% for six months 2004 to 13.5% for six months 2005. This decrease reflects higher sales, partially offset by the 3% increase in combined SG&A and R&D expenses.

TEL Segment

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

The operating profit from our marketing agreements for the second quarter 2005 was $6.8 million, which was $3.9 million lower than the second quarter last year. Similarly, the six months 2005 marketing agreements operating results of $13.3 million were $4.8 million lower than six months 2004. Both 2005 periods reflect improved pricing over 2004, but volumes were 40% lower for the second quarter 2005 and 31% lower for six months 2005 compared to the same periods in 2004. Amortization of the prepayment for services was about $400 thousand lower for the second quarter 2005 and $800 thousand lower for six months 2005 than the same periods in 2004, reflecting the declining balance method of amortization.

The decrease in operating profit from the marketing agreements is primarily due to lower shipments. During the second quarter 2005, Octel advised us that one of the major TEL customers under our marketing agreements has indicated that it was discontinuing the use of TEL earlier than we had previously expected. The TEL market will continue to decline as other customers discontinue use of the product.

Other TEL operations not included in the marketing agreements were $4.3 million favorable when comparing second quarter 2005 to second quarter 2004 and $3.1 million favorable when comparing six months 2005 to the same 2004 period. Both the second quarter and six months 2005 results include a special item of $3.9 million before income taxes for insurance settlement gains related to our premises asbestos liabilities. The other TEL operations results for both the second quarter and six months 2005 periods also reflect lower expenses for premises asbestos charges reflecting the favorable impact of a change in expected future insurance reimbursements, which was largely offset by an increase in certain plant clean-up costs.

While the market for this product is declining, this business continues to supply Ethyl with substantial cash flows.

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

Special Item Income

Interest and Financing Expenses

Both second quarter 2005 and second quarter 2004 interest and financing expenses were $4.5 million. Average debt, as well as average interest rates, was substantially unchanged between the two periods. Fees and amortization of financing costs were $79 thousand lower for the 2005 quarter.

Six months 2005 interest and financing expenses were $8.8 million as compared to $9.7 million for six months 2004. Lower average debt resulted in a decrease in interest and financing expenses of $300 thousand, while higher average interest rates resulted in an increase of $39 thousand. Fees and amortization of financing costs were $700 thousand lower for the 2005 period.

Other Income, Net

Other income, net was $100 thousand for the second quarter 2005 compared to $300 thousand for the second quarter 2004. Both the 2005 and 2004 six months periods were $400 thousand. All periods were comprised of a number of non-material items.

Income Taxes

Income taxes were $5.7 million for both the second quarter 2005 and 2004. The effective tax rate was 30.4% for the second quarter 2005 and 33.4% for the second quarter 2004. The increase in income before income taxes from 2005 to 2004 resulted in an increase of $600 thousand in income taxes in the second quarter 2005, while the decrease in the effective tax rate between 2005 and 2004 resulted in an offsetting decrease in tax expense of $600 thousand.

Six months 2005 income taxes were $7.8 million with an effective tax rate of 30.5%. The income taxes for six months 2004 were $8.8 million with an effective tax rate of 33.8%. The decrease in the effective tax rate resulted in a decrease of $900 thousand in income taxes. The remaining $100 thousand decrease was the result of the lower income before income taxes for six months 2005.

The effective tax rate for both 2005 periods reflects a larger research and development tax credit in 2005.

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

Cash Flows, Financial Condition, and Liquidity

Cash and cash equivalents at June 30, 2005 were $31.5 million, which was an increase of $2.7 million since December 31, 2004 and included a $3.4 million negative impact from foreign currency. Cash flows from operating activities for the six months 2005 were $8.0 million. We used these cash flows and $4.0 million of additional borrowing to fund capital expenditures of $7.1 million and cover additional book overdrafts of $1.2 million. Included in the 2005 cash flows from operating activities were collections of $3.7 million related to the 2004 environmental insurance settlement, as well as $6.0 million from a 2005 insurance settlement related to our premises asbestos liabilities. Cash flows from operating activities for the 2005 period also included higher working capital requirements, which are discussed more fully below under “Working Capital.” We expect that cash from operations, together with borrowing available under our senior credit facility, will continue to be sufficient to cover our operating expenses and planned capital expenditures.

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

Cash

We had restricted cash of $1.4 million at June 30, 2005 and $1.7 million at December 31, 2004. Of these funds at June 30, 2005, $900 thousand was cash received from Metropolitan Life Insurance Company (Metropolitan) in 2003. These funds amounted to $1.1 million at December 31, 2004.

The funds from Metropolitan are used to reduce the employee portion of retiree health benefits costs. The remaining $500 thousand of restricted cash represents funds related to the issuance of a European bank guarantee.

Debt

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

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

The senior notes and the subsidiary guarantees rank:

•

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

•

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

•

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

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

•

incur additional indebtedness;

•

create liens;

•

pay dividends or repurchase capital stock;

•

make certain investments;

•

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

•

engage in transactions with affiliates.

We were in compliance with these covenants as of both June 30, 2005 and December 31, 2004.

Borrowings under the $100 million revolving credit facility are used for working capital and other general corporate purposes for NewMarket and our subsidiaries. The revolving credit facility includes a sub-facility for letters of credit. Borrowings bear interest, at our election, at either a base rate plus a margin (75 basis points as of June 30, 2005) or LIBOR plus a margin (225 basis points as of June 30, 2005). The revolving credit facility matures on June 18, 2009. Borrowings outstanding at June 30, 2005 under the revolving credit facility were $34.0 million and bore interest at rates of 5.40% to 6.75%, depending upon the type of borrowing. At June 30, 2005, we had outstanding letters of credit of $23.7 million, resulting in the unused portion of the revolver amounting to $42.3 million.

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

•

minimum consolidated net worth;

•

a minimum fixed charge coverage ratio;

•

a maximum leverage ratio;

•

a maximum senior secured leverage ratio; and

•

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

We were in compliance with these covenants as of both June 30, 2005 and December 31, 2004.

** *

We had combined current and noncurrent long-term debt of $188.1 million at June 30, 2005, representing an increase of $3.7 million in our total debt since December 31, 2004. The increase resulted from additional borrowing of $4 million on the revolving credit facility, which was partially offset by a $300 thousand decrease on a capital lease.

As a percentage of total capitalization (total long-term debt and shareholders’ equity), our total debt decreased from 44.3% at the end of 2004 to 43.3% at June 30, 2005. The increased debt level partially offset the increases in shareholders’ equity, which were primarily due to net income. Normally, we repay long-term debt with cash from operations, as well as with proceeds from occasional sales of business units, plant sites, or other assets.

Capital Expenditures

We funded capital expenditures of $7.1 million through June 30, 2005, and we estimate our total capital spending during 2005 will be approximately $20 million. We expect to continue to finance capital spending through cash provided from operations.

Working Capital

We had working capital at June 30, 2005 of $253.2 million, resulting in a current ratio of 2.93 to 1. At December 31, 2004, the working capital was $220.1 million and the current ratio was 2.57 to 1.

The increase in working capital and the current ratio primarily reflects increases in accounts receivable and prepaid insurance, as well as decreases in accounts payable and accrued expenses. The accounts receivable increase is due to the higher sales levels, reflecting both increased volumes shipped and higher prices. The increase in prepaid insurance is the result of the timing of premium payments which are amortized over the year. Accounts payable and accrued expenses are lower due to sales rebate payments made during the first quarter and normal fluctuations.

Critical Accounting Policies

It is our goal to clearly present our financial information in a manner that enhances the understanding of our sources of earnings and our financial condition. We do this by including the information required by the SEC, as well as additional information that gives further insight into our financial operations.

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

As discussed in the 2004 Annual Report, we have made certain payments related to our TEL marketing agreements. The unamortized total at June 30, 2005 for these prepayments is $17.5 million. We are amortizing these costs on an accelerated basis using a declining balance method over the life of the contracts. We believe this is the appropriate methodology and time period for this amortization based on the facts and circumstances of our TEL operations and the estimated product life of TEL. The customer base of TEL is significantly concentrated in a few countries and when conditions change that cause a shorter product life or other restrictions outside of our control, the amortization period and/or rate is adjusted accordingly. Any adjustment to the amortization period would impact earnings, but would have no effect on cash flows. We continue to keep our accounting for this issue current with the business conditions.

During the second quarter 2005, Octel advised us that one of the major TEL customers under our marketing agreements has indicated that it was discontinuing the use of TEL earlier than we had previously expected. Because of this development, we evaluated the prepayment for maketing agreement services for impairment and concluded the unamortized value at June 30, 2005 is not impaired. We adjusted the rate of amortization from a 20% declining balance method to a 30% declining balance method. In addition, based on revised projections of product shipments and product life expectancy, we adjusted the amortization period to run through 2012. This change will have an insignificant impact on 2005 earnings. Total amortization related to the TEL marketing agreements is currently projected to be:

•

$6.7 million in 2005,

•

$4.6 million in 2006,

•

$3.3 million in 2007,

•

$2.3 million in 2008,

•

$1.6 million in 2009, and

•

$2.4 million in total for the final three years.

We also have certain identifiable intangibles amounting to $48.3 million at June 30, 2005. These intangibles relate to our petroleum additives business and are being amortized over periods with up to eleven years of remaining life. We continue to assess the market related to these intangibles, as well as their specific values, and conclude the amortization periods and values are appropriate. We also evaluate these intangibles for any potential impairment. These evaluations continue to support the value at which these identifiable intangibles are carried on our financial statements. However, if conditions were to deteriorate substantially in this market, it could possibly cause a reduction in the periods of this amortization charge or could possibly result in a noncash write-off of a portion of the

intangibles’ carrying value. A reduction in the amortization period would have no cash effect. While we do not anticipate such a change in the market conditions, this disclosure is provided to enhance the understanding of the factors involved.

We have made disclosure of our environmental issues in Part I, Item I of the 2004 Annual Report, as well as in the Notes to Consolidated Financial Statements of the 2004 Annual Report. We believe our environmental accruals are appropriate for the exposures and regulatory guidelines under which we currently operate. While we currently do not anticipate significant changes to the many factors that could impact our environmental requirements, we continue to keep our accruals consistent with these requirements as they change.

Also, as noted in the discussion of Legal Proceedings in Item 3 of the 2004 Annual Report, while it is not possible to predict or determine the outcome of any legal proceeding, it is our opinion that we will not experience materially adverse effects on our results of operations or financial condition as a result of any pending or threatened proceeding.

We use significant assumptions to record the impact of the pension and postretirement plans in the financial statements. These assumptions include the discount rate, expected long-term rate of return, rate of compensation increase, and health care cost trend rate. A change in any one of these assumptions could result in significantly different results for the plans. We develop these assumptions after considering advice from a major global actuarial consulting firm. Information is provided on the pension and postretirement plans in Note 19 of the 2004 Annual Report. In addition, further disclosure on the impact of changes in these assumptions is provided in the “Financial Position and Liquidity” section of Item 7 of the 2004 Annual Report.

Recently Issued Accounting Pronouncements

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

Outlook

Petroleum Additives

This segment performed well in the marketplace in the first half of this year as evidenced by its significant revenue and volume gains when compared to the first half of 2004. Unfortunately, when the profits for the two six month periods are compared, the negative impact of rising raw material costs continues to obscure the favorable accomplishments.

Since the end of the second quarter there has been another round of raw material price increases and, once again, we are in the marketplace attempting to recover those increases through price increases for our products. This business cycle results in higher working capital in receivables and has reduced the amount of cash we have available for debt reduction.

We continue to expect that the operating profit for petroleum additives will be higher in 2005 than in 2004. The many business factors detailed in our 2004 Annual Report and the compression of our margins mentioned above will be major factors in the ultimate profitability of this segment for the year.

TEL

This segment had a relatively good performance in the first half of 2005. Nonetheless, we believe profits in the second half of the year will be significantly lower than the first six months of 2005. The anticipated decline in profitability is volume driven, and we expect that TEL will earn less in 2005 than in 2004. As we have continually stated, this segment will continue to decline in profitability as its use is phased-out around the world.

Cash Flow

As discussed above, as our revenue grows from both business gains and price increases, the working capital needs of our business have increased significantly this year, mainly in the accounts receivable area. While our cash generated from earnings remains strong, the working capital increases have lowered our free cash flow. We now expect that our debt reduction capacity from our cash flow for 2005 will be in the $25 million to $30 million range.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

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

During 2004, we entered into $26 million of Euro-denominated forward contracts to minimize currency exposure from expected cash flows from foreign operations. The contracts all have maturity dates in 2005. At June 30, 2005, there were $13 million remaining of these Euro-denominated contracts. With other variables held constant, a hypothetical 10% adverse change in the June 30, 2005 forward Euro rates would have resulted in a decrease of about $1 million in the value of the contracts.

ITEM

4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of internal control over financial reporting to provide reasonable, but not absolute, assurance of the reliability of the financial records and the protection of assets. Our controls and procedures include written policies and procedures, careful selection and training of qualified personnel, and an internal audit program. We use a third-party firm, separate from our independent registered public accounting firm, to assist with internal audit services.

We work closely with the business groups, operations personnel, and information technology to ensure transactions are recorded properly. Environmental and legal staff are consulted to determine the appropriateness of our environmental and legal liabilities for each reporting period. We regularly review the regulations and rule changes that affect our financial disclosures.

Our disclosure control procedures include signed representation letters from our regional officers, as well as senior management.

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

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

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

There has been no change in our internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act, during the quarter ended June 30, 2005, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – Other Information

ITEM

1. Legal Proceedings

We are involved in legal proceedings that are incidental to our business and include administrative or judicial actions seeking remediation under environmental laws, such as Superfund.

These proceedings include certain product liability cases. The only product liability cases of potential consequence in which we are involved are TEL-related. In one case, Ethyl was served as a defendant in a case filed in the Circuit Court for Baltimore City, Maryland, in September 1999. Smith, et al. v. Lead Industries Association, Inc., et al., alleged personal injuries for seven children from lead exposure arising from lead paint and dust from tailpipe emissions due to leaded gasoline. The court dismissed Ethyl and some other defendants from the case in February 2002 and granted summary judgment to other defendants in November 2002. The plaintiffs have appealed both decisions, but did not appeal the dismissal of Ethyl as a defendant. On April 4, 2005, the Court of Appeals of Maryland dismissed the appeal on the basis that the trial court’s decision was not a final decision that could be appealed, and the case is once again pending in the trial court. If such claims are further pursued against Ethyl, we believe Ethyl has strong defenses and will vigorously defend any such claims.

ITEM

4. Submission of Matters to a Vote of Security Holders

At the annual meeting of NewMarket shareholders held on May 26, 2005, the shareholders elected the directors nominated in the NewMarket Proxy Statement, dated April 18, 2005, with the following affirmative votes and votes withheld:


Director	Affirmative Votes	Votes Withheld
Phyllis L. Cothran	15,058,372	917,645
Bruce C. Gottwald	15,469,393	506,624
Thomas E. Gottwald	15,472,742	503,275
Patrick D. Hanley	15,060,827	915,190
James E. Rogers	15,009,589	966,428
Sidney Buford Scott	14,717,596	1,258,421
Charles B. Walker	15,474,144	501,873

The shareholders also approved the following proposal:


Proposal	Affirmative Votes	Votes Against	Abstentions
To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2005	15,850,896	115,594	9,527

There were no broker non-votes with respect to the election of directors or the ratification of our independent registered public accounting firm.

ITEM

5. Other Information

None

ITEM 6. Exhibits


Exhibit 31(a)		Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald

Exhibit 31(b)		Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by David A. Fiorenza

Exhibit 32(a)		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald

Exhibit 32(b)		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by David A. Fiorenza

SIGNATURES

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


	NEWMARKET CORPORATION
	(Registrant)

Date: August 1, 2005	By:	/s/ D. A. Fiorenza
		David A. Fiorenza
		Vice President and Treasurer
		(Principal Financial Officer)

Date: August 1, 2005	By:	/s/ Wayne C. Drinkwater
		Wayne C. Drinkwater
		Controller
		(Principal Accounting Officer)

EXHIBIT INDEX


Exhibit 31(a)		Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Thomas E. Gottwald

Exhibit 31(b)		Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of David A. Fiorenza

Exhibit 32(a)		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald

Exhibit 32(b)		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by David A. Fiorenza