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Item 1. Financial Statements

2024-07-30 compared with 2024-04-25 · 110 added, 81 removed, 360 unchanged (35% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

(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,

2024 2023 2024 2023

Net sales $ 710,228 $ 685,130 $ 1,406,964 $ 1,387,919

14 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) Three Months Ended March 31,

(in thousands) Second Quarter Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Net income $ 111,620 $ 99,624 $ 219,352 $ 197,207

1 unchanged sentence

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 $( 174 ) in 2024 and $( 171 ) in 2023

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 173 ) in second quarter 2024, $( 170 ) in second quarter 2023, $( 347 ) in six months 2024, and $( 341 ) in six months 2023.

( 502 ) ( 546 ) ( 1,004 ) ( 1,093 )

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 122 ) in 2024 and $( 118 ) in 2023

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 122 ) in second quarter 2024, $( 119 ) in second quarter 2023, $( 244 ) in six months 2024, and $( 237 ) in six months 2023.

( 357 ) ( 374 ) ( 715 ) ( 749 )

1 unchanged sentence

( 859 ) ( 920 ) ( 1,719 ) ( 1,842 )

Foreign currency translation adjustments, net of income tax expense (benefit) of $( 238 ) in 2024 and $ 207 in 2023

Foreign currency translation adjustments, net of income tax expense (benefit) of $( 850 ) in second quarter 2024, $ 491 in second quarter 2023, $( 1,088 ) in six months 2024, and $ 698 in six months 2023.

( 4,364 ) 7,714 ( 11,307 ) 19,080

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts) March 31,

(in thousands, except share amounts) June 30,

2024 December 31,

29 unchanged sentences

authorized shares - 80,000,000 ;

issued and outstanding shares - 9,594,250 at March 31, 2024 and 9,590,086 at December 31, 2023)

issued and outstanding shares - 9,594,110 at June 30, 2024 and 9,590,086 at December 31, 2023)

Accumulated other comprehensive loss ( 34,097 ) ( 21,071 )

9 unchanged sentences

Shares Amount

Balance at March 31, 2023 9,625,959 $ 0 $ ( 61,551 ) $ 883,351 $ 821,800

Net income 99,624 99,624

Other comprehensive income (loss) 6,794 6,794

Cash dividends ($ 2.25 per share)

( 21,587 ) ( 21,587 )

Repurchases of common stock ( 36,589 ) ( 634 ) ( 13,894 ) ( 14,528 )

Stock-based compensation ( 131 ) 634 3 637

Balance at June 30, 2023 9,589,239 $ 0 $ ( 54,757 ) $ 947,497 $ 892,740

Balance at March 31, 2024 9,594,250 $ 1,406 $ ( 28,874 ) $ 1,179,756 $ 1,152,288

Net income 111,620 111,620

Other comprehensive income (loss) ( 5,223 ) ( 5,223 )

Cash dividends ($ 2.50 per share)

( 23,986 ) ( 23,986 )

Stock-based compensation ( 140 ) 646 3 649

Balance at June 30, 2024 9,594,110 $ 2,052 $ ( 34,097 ) $ 1,267,393 $ 1,235,348

Balance at December 31, 2022 9,702,147 $ 0 $ ( 71,995 ) $ 834,402 $ 762,407

7 unchanged sentences

Stock-based compensation 8,584 1,857 ( 11 ) 1,846

Balance at March 31, 2023 9,625,959 $ 0 $ ( 61,551 ) $ 883,351 $ 821,800

Balance at June 30, 2023 9,589,239 $ 0 $ ( 54,757 ) $ 947,497 $ 892,740

Balance at December 31, 2023 9,590,086 $ 2,130 $ ( 21,071 ) $ 1,096,002 $ 1,077,061

6 unchanged sentences

Stock-based compensation 5,840 1,040 11 1,051

Balance at March 31, 2024 9,594,250 $ 1,406 $ ( 28,874 ) $ 1,179,756 $ 1,152,288

Balance at June 30, 2024 9,594,110 $ 2,052 $ ( 34,097 ) $ 1,267,393 $ 1,235,348

See accompanying Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) Three Months Ended March 31,

(in thousands) Six Months Ended June 30,

Cash and cash equivalents at beginning of year $ 111,936 $ 68,712

1 unchanged sentence

Net income 219,352 197,207

Adjustments to reconcile net income to cash flows from operating activities:

Adjustments to reconcile net income to cash provided from operating activities:

Depreciation and amortization 55,130 40,558

18 unchanged sentences

Effect of foreign exchange on cash and cash equivalents ( 2,578 ) 1,556

Increase in cash and cash equivalents 5,130 1,403

(Decrease) increase in cash and cash equivalents ( 24,304 ) 62,211

Cash and cash equivalents at end of period $ 87,632 $ 130,923

3 unchanged sentences

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, 2024 and December 31, 2023, our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the three months ended March 31, 2024 and March 31, 2023, and our cash flows for the three months ended March 31, 2024 and March 31, 2023.

In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of June 30, 2024 and December 31, 2023, our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the second quarter and six months ended June 30, 2024 and June 30, 2023, and our cash flows for the six months ended June 30, 2024 and June 30, 2023.

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, 2023 (2023 Annual Report), as filed with the Securities and Exchange Commission (SEC).

The results of operations for the three month period ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.

The December 31, 2023 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.

The results of operations for the six month period ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.

The December 31, 2023 condensed consolidated balance sheet data was derived from the audited financial statements included in the 2023 Annual Report 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.

3 unchanged sentences

For those vendors who opt to participate in the program, we pay the finance provider the full amount of the invoices on the normal due date.

At both March 31, 2024 and December 31, 2023, the amount of confirmed invoices under the supplier finance program was not material.

At both June 30, 2024 and December 31, 2023, the amount of confirmed invoices under the supplier finance program was not material.

Acquisition of Business

4 unchanged sentences

It was funded by cash on hand and borrowings under our then existing revolving credit facility.

The purchase consideration is subject to a customary post-closing adjustment for working capital, which is expected to be finalized during the second quarter of 2024.

The purchase consideration was subject to a customary post-closing adjustment for working capital, which was finalized during the second quarter of 2024.

The preliminary fair values of the assets acquired and the liabilities assumed in the AMPAC acquisition are as follows (in millions):

25 unchanged sentences

We are accounting for this acquisition using the acquisition method of accounting for business combinations under the provisions of Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 805, Business Combinations (ASC 805) and have included the results of operations of the acquired business in our Consolidated Statement of Income from the date of acquisition, as well as in the specialty materials segment in Note 4.

These results include a charge related to the sale of finished goods inventory acquired, which was recorded at fair market value on the acquisition date and sold to customers from the date of acquisition through March 31, 2024.

The following table presents the financial results for AMPAC from the date of acquisition through March 31, 2024.

Supplemental Information (in thousands) January 16 to

AMPAC March 31, 2024

These results include a charge related to the sale of finished goods inventory acquired, which was recorded at fair value on the acquisition date and sold to customers from the date of acquisition through June 30, 2024.

The following table presents the financial results in thousands for AMPAC from the date of acquisition through June 30, 2024 and for the second quarter ended June 30, 2024.

Quarter Ended June 30, 2024 January 16 to June 30, 2024

Net sales $ 38,010 $ 55,057

Loss before income taxes ( 5,001 )

The following table presents our estimated unaudited pro forma consolidated results for the three months ended March 31, 2024 and March 31, 2023, assuming the acquisition of AMPAC had occurred on January 1, 2023.

Income (loss) before income taxes 4,923 ( 78 )

The following table presents our estimated unaudited pro forma consolidated results for the second quarter and six months ended June 30, 2024 and June 30, 2023, assuming the acquisition of AMPAC had occurred on January 1, 2023.

The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been realized if the acquisition had been completed at the beginning of 2023, nor is it indicative of expected results for any future period.

In addition, no effect is given to any future synergistic benefits that could result from the integration of AMPAC into the NewMarket companies.

Unaudited pro forma information for the three months ended March 31, 2024 and March 31, 2023 include adjustments to depreciation and amortization based upon the fair value allocation of the purchase price to AMPAC's tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023, as well as adjustments for debt-related costs and management fees.

The acquisition-related costs and the charge related to the fair value adjustment to acquisition-date inventory were recognized in actual results during the three months ended March 31, 2024, but for the presentation below, these costs are excluded from 2024 unaudited pro forma income before income taxes and are instead reflected in 2023 pro forma income before income taxes as though they were incurred during the three months ended March 31, 2023.

Pro Forma Supplemental Information (unaudited) (in thousands) Three Months Ended

Consolidated March 31, 2024 March 31, 2023

Net sales $ 701,836 $ 718,983

Income before income taxes 140,004 105,984

In addition, no effect is given to any future synergistic benefits that could result from the integration of AMPAC into NewMarket.

Unaudited pro forma information for the second quarter and six months ended June 30, 2024 and June 30, 2023 includes adjustments to depreciation and amortization based upon the fair value allocation of the purchase price to AMPAC's tangible and intangible assets acquired and liabilities assumed as though the acquisition had occurred on January 1, 2023, as well as adjustments for debt-related costs and management fees.

The acquisition-related costs and the charge related to the fair value adjustment to acquisition-date inventory were recognized in actual results during the second quarter and six months ended June 30, 2024, but for the presentation below, these costs are excluded from 2024 unaudited pro forma income before income taxes and are instead reflected in 2023 pro forma income before income taxes as though they were incurred during the second quarter and six months ended June 30, 2023.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pro Forma Supplemental Information (unaudited) (in thousands)

Second Quarter Ended June 30, Six Months Ended June 30,

Consolidated 2024 2023 2024 2023

Net sales $ 710,228 $ 707,196 $ 1,412,064 $ 1,426,179

Income before income taxes 144,971 113,162 284,975 219,146

Our revenues are predominantly derived from the manufacture and sale of petroleum additives products.

7 unchanged sentences

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 until we ship the product and recognize the revenue.

Some of our contracts include variable consideration in the form of rebates, tiered pricing, and/or business development funds.

These prepayments from customers are recorded as a contract liability until we recognize the revenue.

Prepayments from our customers totaled $ 6.5 million at June 30, 2024, primarily from specialty materials segment customers, and $ 0.3 million at December 31, 2023.

Some of our contracts also include variable consideration in the form of rebates, tiered pricing, and/or business development funds.

We regularly review these and make adjustments to estimated amounts when necessary, recognizing the full amount of any adjustment in the period identified.

1 unchanged sentence

Information on net sales by segment is presented in Note 4.

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2024 2023 2024 2023

4 unchanged sentences

Net sales $ 710,228 $ 685,130 $ 1,406,964 $ 1,387,919

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Segment Information

2 unchanged sentences

Net Sales by Segment

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2024 2023 2024 2023

6 unchanged sentences

Net sales $ 710,228 $ 685,130 $ 1,406,964 $ 1,387,919

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Segment Operating Profit

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2024 2023 2024 2023

9 unchanged sentences

Pension Plans and Other Postretirement Benefits

The table below shows cash contributions made during the three months ended March 31, 2024, as well as the remaining cash contributions we expect to make during the year ending December 31, 2024, for our domestic and foreign pension plans and domestic postretirement benefit plan.

(in thousands) Actual Cash Contributions for Three Months Ended March 31, 2024 Expected Remaining Cash Contributions for Year Ending December 31, 2024

The table below shows cash contributions made during the six months ended June 30, 2024, as well as the remaining cash contributions we expect to make during the year ending December 31, 2024, for our domestic and foreign pension plans and domestic postretirement benefit plan.

(in thousands) Actual Cash Contributions for Six Months Ended June 30, 2024 Expected Remaining Cash Contributions for Year Ending December 31, 2024

Domestic plans

3 unchanged sentences

Pension benefits 2,618 2,375

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The tables below present information on net periodic benefit cost (income) for our domestic and foreign pension plans and domestic postretirement benefit plan.

4 unchanged sentences

Pension Benefits Postretirement Benefits

Three Months Ended March 31,

Second Quarter Ended June 30,

(in thousands) 2024 2023 2024 2023

5 unchanged sentences

Net periodic benefit cost (income) $ ( 5,147 ) $ ( 4,721 ) $ ( 413 ) $ ( 512 )

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pension Benefits Postretirement Benefits

Six Months Ended June 30,

(in thousands) 2024 2023 2024 2023

Service cost $ 6,078 $ 5,317 $ 269 $ 260

Interest cost 11,649 9,072 836 782

Expected return on plan assets ( 27,265 ) ( 23,019 ) ( 385 ) ( 403 )

Amortization of prior service cost (credit) 93 12 ( 1,514 ) ( 1,514 )

Amortization of actuarial net (gain) loss ( 915 ) ( 823 ) ( 31 ) ( 151 )

Net periodic benefit cost (income) $ ( 10,360 ) $ ( 9,441 ) $ ( 825 ) $ ( 1,026 )

Pension Benefits

Three Months Ended March 31,

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands) 2024 2023 2024 2023

6 unchanged sentences

Earnings Per Share

We had 34,678 shares of nonvested restricted stock at March 31, 2024 and 34,579 shares of nonvested restricted stock at March 31, 2023 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

We had 34,538 shares of nonvested restricted stock at June 30, 2024 and 34,448 shares of nonvested restricted stock at June 30, 2023 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.

1 unchanged sentence

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

Three Months Ended March 31,

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Second Quarter Ended June 30, Six Months Ended June 30,

(in thousands, except per-share amounts) 2024 2023 2024 2023

7 unchanged sentences

Weighted-average number of shares of common stock outstanding - basic and diluted

9,560 9,577 9,559 9,610

Earnings per share - basic and diluted $ 11.63 $ 10.36 $ 22.87 $ 20.45

5 unchanged sentences

$ 492,638 $ 456,234

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Intangibles (Net of Amortization) and Goodwill

The net carrying amount of intangibles and goodwill was $ 769 million at March 31, 2024 and $ 125 million at December 31, 2023.

The net carrying amount of intangibles and goodwill was $ 763 million at June 30, 2024 and $ 125 million at December 31, 2023.

The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below.

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(in thousands) Gross

5 unchanged sentences

Contract 0 0 2,000 2,000

Customer base 277,440 7,891 5,440 4,539

Customer bases 280,440 11,904 5,440 4,539

Trademarks and trade names 30,000 925 0 0

3 unchanged sentences

Of the total intangibles and goodwill, $ 124 million is attributable to the petroleum additives segment and $ 639 million is attributable to the specialty materials segment.

The change in the gross carrying amount between December 31, 2023 and March 31, 2024 is due to the identifiable intangible assets and goodwill from the acquisition of AMPAC, as well as the write-off of fully amortized identifiable intangible assets and the foreign currency fluctuation on goodwill in the petroleum additives segment.

The change in the gross carrying amount between December 31, 2023 and June 30, 2024 is due to the identifiable intangible assets and goodwill from the acquisition of AMPAC, as well as the write-off of fully amortized identifiable intangible assets and the foreign currency fluctuation on goodwill in the petroleum additives segment.

See Note 2 for further information on the intangibles and goodwill obtained with the AMPAC acquisition.

There is no accumulated goodwill impairment.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense was (in thousands):

Three months ended March 31, 2024 $ 5,372

Three months ended March 31, 2023 356

Second quarter ended June 30, 2024 $ 6,388

Six months ended June 30, 2024 11,760

Second quarter ended June 30, 2023 355

Six months ended June 30, 2023 711

Estimated amortization expense for the remainder of 2024, as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands):

2024 $ 12,694

We amortize the formulas and technology over 8 years, the customer base over 17.5 to 20 years, and the trademarks and trade names over 15 years.

We amortize the formulas and technology over 8 years, the customer bases over 17.5 to 20 years, and the trademarks and trade names over 15 years.

Long-term Debt

(in thousands) March 31,

(in thousands) June 30,

2024 December 31,

6 unchanged sentences

$ 1,172,732 $ 643,622

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Senior Notes - The 2.70 % senior notes, which were issued in 2021, are unsecured with an aggregate principal amount of $ 400 million.

1 unchanged sentence

The 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.

We were in compliance with all covenants under all issuances of senior notes as of March 31, 2024 and December 31, 2023.

We were in compliance with all covenants under all issuances of senior notes as of June 30, 2024 and December 31, 2023.

Term Loan - On January 22, 2024, NewMarket entered into an unsecured credit agreement for a $ 250 million term loan (the Term Loan Credit Agreement), which matures on January 22, 2026.

8 unchanged sentences

The Term Loan Credit Agreement contains certain customary covenants, including financial covenants, which require NewMarket to maintain a consolidated Leverage Ratio (as defined in the Term Loan Credit Agreement) of no more than 3.75 to 1.00 except during an Increased Leverage Period (as defined in the Term Loan Credit Agreement).

We were in compliance with all covenants under the term loan as of March 31, 2024.

We were in compliance with all covenants under the term loan as of June 30, 2024.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revolving Credit Facility - On January 22, 2024, NewMarket entered into a credit agreement for a new $ 900 million revolving credit facility (the Revolving Credit Agreement).

10 unchanged sentences

The Revolving Credit Agreement contains certain customary covenants, including financial covenants, which require NewMarket to maintain a consolidated Leverage Ratio (as defined in the Revolving Credit Agreement) of no more than 3.75 to 1.00 except during an Increased Leverage Period (as defined in the Revolving Credit Agreement).

We were in compliance with all covenants under the revolving credit facility in effect as of March 31, 2024 and December 31, 2023.

We paid financing costs in 2024 of approximately $ 1.8 million related to this revolving credit facility and carried over deferred financing costs from the former revolving credit facility of approximately $ 0.4 million, resulting in total deferred financing costs of $ 2.2 million as of March 31, 2024, which we are amortizing over the term of the Revolving Credit Agreement.

The average interest rate for borrowings under the revolving credit agreements in place during a given period was 6.6 % during the first three months of 2024 and 6.2 % during the full year of 2023.

Outstanding borrowings under the applicable revolving credit facility amounted to $ 386 million at March 31, 2024 and none at December 31, 2023.

Outstanding letters of credit amounted to approximately $ 2 million at both March 31, 2024 and

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023.

The unused portion of the applicable revolving credit facility amounted to $ 512 million at March 31, 2024 and $ 898 million at December 31, 2023.

We were in compliance with all covenants under the revolving credit facility in effect as of June 30, 2024 and December 31, 2023.

We paid financing costs in 2024 of approximately $ 1.8 million related to this revolving credit facility and carried over deferred financing costs from the former revolving credit facility of approximately $ 0.4 million, resulting in total deferred financing costs of $ 2.2 million as of June 30, 2024, which we are amortizing over the term of the Revolving Credit Agreement.

The average interest rate for borrowings under the revolving credit agreements in place during a given period was 6.6 % during the first six months of 2024 and 6.2 % during the full year of 2023.

Outstanding borrowings under the applicable revolving credit facility amounted to $ 279 million at June 30, 2024 and none at December 31, 2023.

Outstanding letters of credit amounted to approximately $ 2 million at both June 30, 2024 and December 31, 2023.

The unused portion of the applicable revolving credit facility amounted to $ 619 million at June 30, 2024 and $ 898 million at December 31, 2023.

Commitments and Contingencies

7 unchanged sentences

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 $ 11 million at both March 31, 2024 and December 31, 2023.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 11 million at both June 30, 2024 and December 31, 2023.

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 .

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 March 31, 2024 and $ 9 million at December 31, 2023, using discount rates ranging from 3 % to 9 % for both periods.

The aggregate undiscounted amount for these sites was $ 10 million at March 31, 2024 and $ 11 million at December 31, 2023.

At March 31, 2024, we had commitments of approximately $ 4 million for leases that have not yet commenced.

Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 9 million of the total accrual above at both June 30, 2024 and December 31, 2023, using discount rates ranging from 3 % to 9 % for both periods.

The aggregate undiscounted amount for these sites was $ 11 million at both June 30, 2024 and December 31, 2023.

At June 30, 2024, we had commitments of approximately $ 3 million for leases that have not yet commenced.

Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

10 unchanged sentences

( 1,842 ) 19,080 17,238

Balance at March 31, 2023 $ 53,640 $ ( 115,191 ) $ ( 61,551 )

Balance at June 30, 2023 $ 52,720 $ ( 107,477 ) $ ( 54,757 )

Balance at December 31, 2023 $ 79,966 $ ( 101,037 ) $ ( 21,071 )

5 unchanged sentences

( 1,719 ) ( 11,307 ) ( 13,026 )

Balance at March 31, 2024 $ 79,106 $ ( 107,980 ) $ ( 28,874 )

Balance at June 30, 2024 $ 78,247 $ ( 112,344 ) $ ( 34,097 )

(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 5 in this Quarterly Report on Form 10-Q and Note 17 in our 2023 Annual Report for further information.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

The carrying amount of cash and cash equivalents in the Consolidated Balance Sheets, as well as the fair value, was $ 117 million at March 31, 2024 and $ 112 million at December 31, 2023.

The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $ 88 million at June 30, 2024 and $ 112 million at December 31, 2023.

The fair value is classified as Level 1 in the fair value hierarchy.

No material events occurred during the three months ended March 31, 2024 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

No material events occurred during the six months ended June 30, 2024 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 outstanding senior notes and term loan.

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 outstanding senior notes included in the table below is based on the last quoted price closest to March 31, 2024.

The estimated fair value of our publicly traded outstanding senior notes included in the table below is based on the last quoted price closest to June 30, 2024.

The fair value of our debt instruments is classified as Level 2.

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(in thousands) Carrying

7 unchanged sentences

ASU 2023-07 was effective for our reporting period beginning January 1, 2024 with the interim period requirements effective for our reporting period beginning January 1, 2025.

ASU 2023-07 only currently impacts the disclosures in our annual consolidated financial statements, which will be included in our 2024 Annual Report on Form 10-K.

ASU 2023-07 only currently impacts the disclosures in our annual consolidated financial statements, which will be included in our Annual Report on Form 10-K for the year ending December 31, 2024.

We are currently assessing the impact that the adoption of ASU 2023-07 will have on the disclosures in our consolidated financial statements.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements