NEWMARKET CORP 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of NewMarket Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of NewMarket Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies 38 Table of Contents and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Valuation of Pension Benefit Obligation As described in Note 18 to the consolidated financial statements, the Company’s consolidated pension benefit obligation, excluding other postretirement benefits, for its US and foreign retirement plans was $561 million as of December 31, 2024. As disclosed by management, the pension benefit obligation is dependent upon utilizing actuarial methods and requires the use of estimates and assumptions. Management’s assumptions include the discount rate, rate of projected compensation, and the expected long-term rate of return on plan assets. The principal considerations for our determination that performing procedures relating to the valuation of the pension benefit obligation is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the pension benefit obligation; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of the pension benefit obligation. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the pension benefit obligation; (ii) testing the completeness and accuracy of the underlying data used in the actuarial methods; and the use of professionals with specialized skill and knowledge to assist in evaluating (i) the appropriateness of the actuarial methods and (ii) the reasonableness of the discount rate assumptions. Acquisition of American Pacific Corporation – Valuation of Intangible Assets As described in Note 2 to the consolidated financial statements, on January 16, 2024, the Company completed the acquisition of AMPAC Intermediate Holdings, LLC, the ultimate parent company of American Pacific Corporation (AMPAC) for approximately $697 million. Of the acquired identifiable intangible assets, $275 million of customer base, $60 million of formulas and technology, $30 million of trademarks and trade names, and $29 million of water rights (collectively, the “intangible assets acquired”) were recorded. As disclosed by management, fair value is estimated by management using an income valuation approach for (i) customer base, (ii) formulas and technology, and (iii) trademarks and trade names. Management’s cash flow projections included significant judgments and assumptions relating to (i) revenue growth rates, earnings before interest, taxes, depreciation, and amortization (EBITDA), discount rate, contributory asset charges, and customer attrition rate for customer base, and (ii) revenue growth rates, royalty rates, and discount rate for formulas and technology and trademarks and trade names. Fair value is estimated by management 39 Table of Contents using a market valuation approach for water rights, and management’s significant judgments and assumptions included comparable sales data. The principal considerations for our determination that performing procedures relating to the valuation of intangible assets acquired in the acquisition of AMPAC is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the intangible assets acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) revenue growth rates, EBITDA, discount rate, contributory asset charges, and customer attrition rate for customer base, (b) revenue growth rates, royalty rates, and discount rate for formulas and technology and trademarks and trade names, and (c) comparable sales data for water rights; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the intangible assets acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the intangible assets acquired; (iii) evaluating the appropriateness of the income and market valuation approaches used by management; (iv) testing the completeness and accuracy of the underlying data used in the income and market valuation approaches; and (v) evaluating the reasonableness of the significant assumptions used by management related to (a) revenue growth rates, EBITDA, discount rate, contributory asset charges, and customer attrition rate for customer base, (b) revenue growth rates, royalty rates, and discount rate for formulas and technology and trademarks and trade names, and (c) comparable sales data for water rights. Evaluating management’s assumptions related to (a) revenue growth rates and EBITDA for customer base and (b) revenue growth rates for formulas and technology and trademarks and trade names involved considering (i) the current and past performance of the AMPAC business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market valuation approaches and (ii) the reasonableness of the (a) discount rate, contributory asset charges, and customer attrition rate assumptions for customer base, (b) royalty rates and discount rate assumptions for technology and formula and trademarks and trade names, and (c) comparable sales data assumption for water rights. /s/ PricewaterhouseCoopers LLP Richmond, Virginia February 14, 2025 We have served as the Company’s or its predecessor's auditor since 1947. 40 Table of Contents NewMarket Corporation and Subsidiaries Consolidated Statements of Income Years Ended December 31, (in thousands, except per-share amounts) 2024 2023 2022 Net sales $ 2,786,558 $ 2,698,419 $ 2,764,799 Cost of goods sold 1,900,212 1,925,906 2,124,302 Gross profit 886,346 772,513 640,497 Selling, general, and administrative expenses 171,412 151,470 145,106 Research, development, and testing expenses 124,898 137,998 140,252 Operating profit 590,036 483,045 355,139 Interest and financing expenses, net 57,366 37,359 35,202 Loss on early extinguishment of debt 0 0 7,545 Other income (expense), net 51,437 43,276 35,342 Income before income tax expense 584,107 488,962 347,734 Income tax expense 121,694 100,098 68,196 Net income $ 462,413 $ 388,864 $ 279,538 Earnings per share - basic and diluted $ 48.22 $ 40.44 $ 27.77 See accompanying Notes to Consolidated Financial Statements 41 Table of Contents NewMarket Corporation and Subsidiaries Consolidated Statements of Comprehensive Income Years Ended December 31, (in thousands) 2024 2023 2022 Net income $ 462,413 $ 388,864 $ 279,538 Other comprehensive income (loss): Pension plans and other postretirement benefits: Prior service credit (cost) arising during the period, net of income tax expense (benefit) of $ 0 in 2024, $( 212 ) in 2023 and $( 21 ) in 2022 0 ( 436 ) ( 65 ) Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 704 ) in 2024, $( 642 ) in 2023 and $( 627 ) in 2022 ( 1,996 ) ( 2,062 ) ( 1,993 ) Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $ 25,980 in 2024, $ 9,879 in 2023 and $ 17,552 in 2022 75,382 29,343 53,084 Amortization of actuarial net (gain) loss included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 478 ) in 2024, $( 456 ) in 2023 and $ 655 in 2022 ( 1,394 ) ( 1,441 ) 2,014 Total pension plans and other postretirement benefits 71,992 25,404 53,040 Foreign currency translation adjustments, net of income tax expense (benefit) of $( 1,870 ) in 2024, $ 703 in 2023 and $ 468 in 2022 ( 18,051 ) 25,520 ( 42,808 ) Other comprehensive income (loss) 53,941 50,924 10,232 Comprehensive income $ 516,354 $ 439,788 $ 289,770 See accompanying Notes to Consolidated Financial Statements 42 Table of Contents NewMarket Corporation and Subsidiaries Consolidated Balance Sheets December 31, (in thousands, except share amounts) 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 77,476 $ 111,936 Trade and other accounts receivable, net 395,450 432,349 Inventories 505,426 456,234 Prepaid expenses and other current assets 51,203 39,051 Total current assets 1,029,555 1,039,570 Property, plant, and equipment, net 735,361 654,747 Intangibles (net of amortization) and goodwill 750,424 124,642 Prepaid pension cost 490,418 370,882 Operating lease right-of-use assets, net 71,253 70,823 Deferred charges and other assets 52,530 48,207 Total assets $ 3,129,541 $ 2,308,871 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 225,874 $ 231,137 Accrued expenses 89,277 76,546 Dividends payable 22,037 19,212 Income taxes payable 15,798 6,131 Operating lease liabilities 15,337 15,074 Other current liabilities 6,155 16,064 Total current liabilities 374,478 364,164 Long-term debt 971,281 643,622 Operating lease liabilities - noncurrent 54,754 55,058 Other noncurrent liabilities 267,445 168,966 Total liabilities 1,667,958 1,231,810 Commitments and contingencies (Note 21) Shareholders’ equity: Common stock and paid-in capital (with no par value; authorized shares - 80,000,000 ; issued and outstanding - 9,524,789 at December 31, 2024 and 9,590,086 at December 31, 2023) 0 2,130 Accumulated other comprehensive income (loss) 32,870 ( 21,071 ) Retained earnings 1,428,713 1,096,002 Total shareholders' equity 1,461,583 1,077,061 Total liabilities and shareholders' equity $ 3,129,541 $ 2,308,871 See accompanying Notes to Consolidated Financial Statements 43 Table of Contents NewMarket Corporation and Subsidiaries Consolidated Statements of Shareholders’ Equity Common Stock and Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders’ Equity (in thousands, except share and per-share amounts) Shares Amount Balance at December 31, 2021 10,362,722 $ 0 $ ( 82,227 ) $ 844,356 $ 762,129 Net income 279,538 279,538 Other comprehensive income (loss) 10,232 10,232 Cash dividends ($ 8.40 per share) ( 84,263 ) ( 84,263 ) Repurchases of common stock ( 668,553 ) ( 2,205 ) ( 205,265 ) ( 207,470 ) Stock-based compensation 7,978 2,205 36 2,241 Balance at December 31, 2022 9,702,147 0 ( 71,995 ) 834,402 762,407 Net income 388,864 388,864 Other comprehensive income (loss) 50,924 50,924 Cash dividends ($ 8.85 per share) ( 85,034 ) ( 85,034 ) Repurchases of common stock ( 119,075 ) ( 1,857 ) ( 41,419 ) ( 43,276 ) Tax withholdings related to stock-based compensation ( 2,493 ) ( 33 ) ( 803 ) ( 836 ) Stock-based compensation 9,507 4,020 ( 8 ) 4,012 Balance at December 31, 2023 9,590,086 2,130 ( 21,071 ) 1,096,002 1,077,061 Net income 462,413 462,413 Other comprehensive income (loss) 53,941 53,941 Cash dividends ($ 10.00 per share) ( 95,902 ) ( 95,902 ) Repurchases of common stock ( 70,970 ) ( 3,873 ) ( 33,816 ) ( 37,689 ) Tax withholdings related to stock-based compensation ( 1,816 ) ( 1,118 ) ( 1,118 ) Stock-based compensation 7,489 2,861 16 2,877 Balance at December 31, 2024 9,524,789 $ 0 $ 32,870 $ 1,428,713 $ 1,461,583 See accompanying Notes to Consolidated Financial Statements 44 Table of Contents NewMarket Corporation and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, (in thousands) 2024 2023 2022 Cash and cash equivalents at beginning of year $ 111,936 $ 68,712 $ 83,304 Cash flows from operating activities: Net income 462,413 388,864 279,538 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 116,957 78,010 82,285 Deferred income tax benefit ( 12,799 ) ( 14,750 ) ( 42,645 ) Loss on early extinguishment of debt 0 0 7,545 Change in assets and liabilities: Trade and other accounts receivable, net 36,147 31,594 ( 73,089 ) Inventories ( 36,539 ) 192,470 ( 166,558 ) Prepaid expenses and other current assets 1,112 744 2,159 Accounts payable and accrued expenses ( 7,643 ) ( 59,176 ) 35,532 Operating lease liabilities ( 19,537 ) ( 20,005 ) ( 18,275 ) Other current liabilities ( 3,826 ) ( 1,855 ) 4,009 Income taxes payable 6,954 ( 9,492 ) 11,586 Loss on marketable securities 0 0 2,977 Cash pension and postretirement contributions ( 11,814 ) ( 10,219 ) ( 9,748 ) Other, net ( 11,833 ) 638 ( 6,696 ) Cash provided from (used in) operating activities 519,592 576,823 108,620 Cash flows from investing activities: Capital expenditures ( 57,319 ) ( 48,293 ) ( 56,169 ) Acquisition of business (net of $ 15,588 of cash acquired) ( 681,479 ) 0 0 Purchases of marketable securities 0 0 ( 787 ) Proceeds from sales and maturities of marketable securities 0 0 372,846 Cash provided from (used in) investing activities ( 738,798 ) ( 48,293 ) 315,890 Cash flows from financing activities: Net borrowings (repayments) under revolving credit facility 77,000 ( 361,000 ) 213,000 Proceeds from term loan 250,000 0 0 Dividends paid ( 95,902 ) ( 85,034 ) ( 84,263 ) Repurchases of common stock ( 31,914 ) ( 42,864 ) ( 207,470 ) Debt issuance costs ( 2,251 ) 0 0 Redemption of 4.10 % senior notes 0 0 ( 350,000 ) Cash costs of 4.10 % senior notes redemption 0 0 ( 7,099 ) Other, net ( 11,128 ) 1,304 ( 3,525 ) Cash provided from (used in) financing activities 185,805 ( 487,594 ) ( 439,357 ) Effect of foreign exchange on cash and cash equivalents ( 1,059 ) 2,288 255 (Decrease) increase in cash and cash equivalents ( 34,460 ) 43,224 ( 14,592 ) Cash and cash equivalents at end of year $ 77,476 $ 111,936 $ 68,712 See accompanying Notes to Consolidated Financial Statements 45 Table of Contents Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies Consolidation - Our consolidated financial statements include the accounts of NewMarket Corporation and its subsidiaries. All intercompany transactions are eliminated upon consolidation. References to "we," "us," "our," the "company," and "NewMarket" are to NewMarket Corporation and its consolidated subsidiaries, unless the context indicates otherwise. NewMarket is the parent company of separate operating companies, each managing its own assets and liabilities. Those companies are Afton, which focuses on petroleum additive products; Ethyl, representing certain contracted manufacturing and related services, as well as the antiknock compounds business; AMPAC, which manufactures specialty materials products, and NewMarket Development, which manages the real property and improvements that we own in Virginia. NewMarket is also the parent company of NewMarket Services, which provides various administrative services to NewMarket, Afton, Ethyl, AMPAC, and NewMarket Development. Foreign Currency Translation - We translate the balance sheets of our foreign subsidiaries into U.S. Dollars based on the current exchange rate at the end of each period. We translate the statements of income using the weighted-average exchange rates for the period. NewMarket includes translation adjustments in the Consolidated Balance Sheets as part of accumulated other comprehensive income (loss) and transaction adjustments in the Consolidated Statements of Income as part of cost of goods sold. Foreign currency transaction adjustments resulted in a net loss of $ 9 million in 2024 and $ 4 million in each of 2023 and 2022. Revenue Recognition - We recognize revenue when control of the product is transferred to our customer and for an amount that reflects the consideration we expect to collect from the customer. Net sales (revenues) are reported at the gross amount billed, including amounts related to shipping that are charged to the customer. Provisions for rebates to customers are recorded in the same period that the related sales are recorded. Freight costs incurred on the delivery of products are included in the Consolidated Statements of Income in cost of goods sold. Our standard terms of delivery are included in our contracts, sales order confirmation documents, and invoices. Taxes assessed by a governmental authority concurrent with sales to our customers, including sales, use, value-added, and revenue-related excise taxes, are not included as net sales, but are reflected in accrued expenses until remitted to the appropriate governmental authority. Cash and Cash Equivalents - Our cash equivalents consist of government obligations and commercial paper with original maturities of less than 90 days. Throughout the year, we have cash balances in excess of federally insured amounts on deposit with various financial institutions. We state cash and cash equivalents at cost, which approximates fair value. Marketable Securities - Our trading and equity securities are recorded at estimated fair value. Unrealized gains and losses on trading and equity securities are included in net income. Accounts Receivable - We record our accounts receivable at invoiced amounts adjusted for allowances for credit losses. The allowance for credit losses represents probable losses to be incurred if our customers do not make required payments. We determine the adequacy of the allowance by periodically evaluating each customer’s receivable balance, considering their financial condition and credit history, and considering current economic conditions. The allowance for credit losses was not material at December 31, 2024 or December 31, 2023. Inventories - NewMarket values its inventories at the lower of cost or net realizable value. In the United States, petroleum additives inventory cost is determined on the last-in, first-out (LIFO) basis. For all other inventory, we determine cost using a weighted-average method. Inventory cost includes raw materials, direct labor, and manufacturing overhead. Property, Plant, and Equipment - We state property, plant, and equipment at cost less accumulated depreciation and compute depreciation by the straight-line method based on the estimated useful lives of the assets. We capitalize expenditures for significant improvements that extend the useful life of the related property. We expense repairs and maintenance, including plant turnaround costs, as incurred. When property is sold or retired, we remove the cost and accumulated depreciation from the accounts and any related gain or loss is included in earnings. 46 Table of Contents Notes to Consolidated Financial Statements Intangibles (Net of Amortization) and Goodwill - Identifiable intangibles include acquired contracts, formulas and technology, trademarks and trade names, and customer bases, as well as non-amortizing water rights. We assign a value to acquired identifiable intangibles based on independent third-party appraisals and management's assessment at the time of acquisition. NewMarket amortizes the cost of definite-lived identifiable intangibles by the straight-line method over the estimated economic life of the intangible. We test indefinite-lived intangible assets for impairment annually and between annual tests if events or circumstances indicate that it is more likely than not that the asset is impaired. Goodwill arises from the excess of cost over the net assets of businesses acquired. Goodwill represents the residual purchase price after allocation to all identifiable net assets. We test goodwill for impairment each year, as well as whenever a significant event or circumstance occurs which could reduce the fair value of the reporting unit to which the goodwill applies below the carrying amount of the reporting unit. Impairment of Long-Lived Assets - When significant events or circumstances occur that might impair the value of long-lived assets, we evaluate recoverability of the recorded cost of these assets. Assets are considered to be impaired if their carrying amount is not recoverable from the estimated undiscounted future cash flows associated with the assets. If we determine an asset is impaired and its recorded cost is higher than estimated fair value based on the estimated present value of future cash flows, we adjust the asset to the estimated fair value. Environmental Costs - NewMarket capitalizes environmental compliance costs if they extend the useful life of the related property or prevent future contamination. Environmental compliance costs also include maintenance and operation of pollution prevention and control facilities. We expense these compliance costs in cost of goods sold as incurred. Accrued environmental remediation and monitoring costs relate to an existing condition caused by past operations. NewMarket accrues these costs in current operations within cost of goods sold in the Consolidated Statements of Income when it is probable that we have incurred a liability and the amount can be reasonably estimated. These estimates are based on an assessment of the site, available clean-up methods, and prior experience in handling remediation. When we can reliably determine the amount and timing of future cash flows, we discount these liabilities, incorporating an inflation factor. Legal Costs - We expense legal costs in the period incurred. Employee Savings Plan - Most of our full-time salaried and hourly employees may participate in defined contribution savings plans. Employees who are covered by collective bargaining agreements may also participate in a savings plan according to the terms of their bargaining agreements. Employees, as well as NewMarket, contribute to the plans. We made contributions of $ 7 million in each of 2024, 2023, and 2022 related to these plans. Research, Development, and Testing Expenses - NewMarket expenses all research, development, and testing costs as incurred. R&D costs include personnel-related costs, as well as internal and external testing of our products. Income Taxes - We recognize deferred income taxes for temporary differences between the financial reporting basis and the income tax basis of assets and liabilities. We also adjust for changes in tax rates and laws at the time the changes are enacted. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. We typically remove a tax impact from accumulated other comprehensive income (loss) when the underlying circumstance which gave rise to the tax impact no longer exists. The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and management judgment. Our income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. We have evaluated our tax positions under the more likely than not standard of the accounting literature, and a tax position is recognized if it meets this standard. Such judgments and estimates may change based on audit settlements, court cases, and interpretation of tax laws and regulations. We recognize accrued interest and penalties associated with uncertain tax positions as part of income tax expense on our Consolidated Statements of Income. Leases - We determine if an arrangement includes a lease at the inception of the agreement. The right-of-use asset and lease liability are determined at the lease commencement date and are based on the present value of estimated lease payments. 47 Table of Contents Notes to Consolidated Financial Statements Our lease agreements contain both fixed and variable lease payments. In some cases, variable lease payments are based on a rate or an index. Fixed lease payments, as well as variable lease payments which are based on a rate or index, are included in the determination of the right-of-use asset and lease liability at lease inception. Variable lease payments that are not based on a rate or index are expensed when incurred. The present value of estimated lease payments is determined utilizing the rate implicit in the lease agreement if that rate can be determined. If the implicit rate cannot be determined, the present value of estimated lease payments is determined utilizing our incremental borrowing rate. The incremental borrowing rate is determined at the lease commencement date and is developed utilizing a readily available market interest rate curve adjusted for our credit quality. Some of our leases include an option to renew that can extend the lease term. For those leases which are reasonably certain to be renewed, we include the renewal in the lease term. We do not recognize leases with terms of 12 months or less on the balance sheet for any lease class, except the railcar lease class. For the short-term leases not recorded on the balance sheet, the lease payments are recognized in the Consolidated Statements of Income on a straight-line basis over the lease term. We account for the lease and nonlease components as a single lease component in determining the right-of-use assets and lease liabilities for all lease classes. Derivative Financial Instruments and Hedging Activities - We are exposed to certain risks arising from both our business operations and economic conditions. We manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage certain economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our debt funding, as well as through the use of derivative financial instruments. We sometimes enter into interest rate swaps to manage our exposure to interest rate movements. In addition, our foreign operations expose us to fluctuations of foreign exchange rates. These fluctuations may impact our results of operations, financial position, and cash flows. To manage this exposure, we sometimes enter into foreign currency forward contracts to minimize currency exposure due to cash flows from foreign operations. We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may enter into derivative contracts that are intended to economically hedge certain of our risks, even though hedge accounting does not apply, or we elect not to apply hedge accounting. We do not enter into derivative instruments for speculative purposes. We had no derivative financial instruments outstanding at December 31, 2024 or December 31, 2023. Stock-based Compensation - We calculate the fair value of restricted stock and restricted stock units based on the closing price of our common stock on the date of grant. If award recipients are entitled to receive dividends during the vesting period, we make no adjustment to the fair value of the award for dividends. If the award does not entitle recipients to dividends during the vesting period, we reduce the grant-date price of our common stock by the present value of the dividends expected to be paid on the underlying shares during the vesting period, discounted at the risk-free interest rate. We recognize stock-based compensation expense for the number of awards expected to vest on a straight-line basis over the requisite service period. Supplier Finance Programs - We offer our vendors a supplier finance program, which allows our vendors to receive payment from a third-party finance provider earlier than our normal payment terms would provide. NewMarket and its subsidiaries are not a party to the arrangement between our vendor and the finance provider, and there are no assets pledged as security or other forms of guarantees provided by NewMarket to the finance provider. 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. The amount of invoices confirmed and paid through the supplier finance program was not material during the year ended December 31, 2024. 48 Table of Contents Notes to Consolidated Financial Statements Estimates and Risks Due to Concentration of Business - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. In addition, our financial results can be influenced by certain risk factors. Some of our significant concentrations of risk include the following: • reliance on a small number of significant customers; • customers concentrated in the fuel and lubricant industries; and • production of several of our products solely at one facility. 2. Acquisition of Business On January 16, 2024, we completed the acquisition of all issued and outstanding ownership units of AMPAC Intermediate Holdings, LLC, the ultimate parent company of American Pacific Corporation (AMPAC), for approximately $ 697 million. Based in Cedar City, Utah, AMPAC has one operating facility from which it manufactures and sells critical specialty materials primarily used in solid rocket motors for space launch and military defense applications. AMPAC is qualified on many NASA and Department of Defense programs and has been serving space launch and national defense programs for more than 60 years. The acquisition of AMPAC expands our presence in mission-critical, resilient sectors. It was funded by cash on hand and borrowings under our then existing revolving credit facility. The purchase consideration was subject to a customary post-closing adjustment for working capital, which was finalized during the second quarter of 2024. The fair values of the assets acquired and the liabilities assumed in the AMPAC acquisition are as follows (in millions): Cash and cash equivalents $ 16 Trade and other accounts receivable, net 6 Inventories 25 Prepaid expenses and other current assets 3 Property, plant, and equipment, net 111 Intangibles and goodwill 650 Deferred charges and other assets 5 Accounts payable ( 3 ) Accrued expenses ( 5 ) Other noncurrent liabilities ( 111 ) Fair value of net assets acquired $ 697 Identified intangible assets acquired consisted of the following (in millions): Fair Value Estimated Useful Lives (in years) Customer base $ 275 17.5 Formulas and technology 60 8 Trademarks and trade names 30 15 Water rights 29 indefinite $ 394 49 Table of Contents Notes to Consolidated Financial Statements As part of the acquisition, we recorded $ 256 million of goodwill. The goodwill recognized is attributable to increased access to mission-critical, resilient sectors with a role in global safety, security, and space exploration, as well as the value of the skilled assembled workforce of AMPAC. All of the goodwill recognized is part of the specialty materials segment, and none of the goodwill is deductible for income tax purposes. The allocation of the purchase price of AMPAC to the tangible and intangible assets acquired and liabilities assumed was developed using estimates of fair value. Acquisition-related charges of $ 1 million consisted primarily of legal and professional fees and are included in selling, general, and administrative expenses in our Consolidated Statement of Income for the year ended December 31, 2024. 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 5. 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 during 2024. The following table presents the financial results for AMPAC from the date of acquisition through December 31, 2024 (in thousands): January 16 to December 31, 2024 Net sales $ 141,243 Income before income tax expense 17,755 The following table presents our estimated unaudited pro forma consolidated results for the years ended December 31, 2024 and December 31, 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 synergistic benefits resulting from the integration of AMPAC into NewMarket. Unaudited pro forma information for the years ended December 31, 2024 and December 31, 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 year ended December 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 year ended December 31, 2023. Pro Forma Supplemental Information (unaudited) (in thousands) Years Ended December 31, Consolidated 2024 2023 Net sales $ 2,791,658 $ 2,823,753 Income before income tax expense 591,237 461,042 50 Table of Contents Notes to Consolidated Financial Statements 3. Net Sales Our revenues are predominantly derived from the manufacture and sale of petroleum additives products. We sell petroleum additives products across the world to customers located in the North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and EMEAI (Europe/Middle East/Africa/India) regions. Our petroleum additives customers primarily consist of global, national, and independent oil companies. Our petroleum additives contracts generally include one performance obligation, which is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts. Additionally, we have revenue from the manufacture and sale of critical specialty materials products used primarily in solid rocket motors for space launch and military defense applications. The sale of specialty materials products is predominantly to customers located in the United States, with limited amounts to customers in other countries. Our specialty materials customers are primarily contractors or subcontractors of the U.S. government. Specialty materials contracts generally include one performance obligation, which is typically satisfied at a point in time when the products are shipped from the plant site. While some of our customers have payment terms beyond 30 days, we do not provide extended payment terms of a year or more, nor do our contracts include a financing component. Our allowance for credit losses is immaterial, as are any bad debts we have incurred. 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 recognize the revenue. Prepayments from our customers totaled $ 0.1 million at December 31, 2024 and $ 0.3 million at December 31, 2023. Revenue recognized from funds collected in advance from customers in an earlier period was $ 0.4 million in 2024 and $ 1 million in both 2023 and 2022 . We recognize revenue when control of the product is transferred to our customer and for an amount that reflects the consideration we expect to collect from the customer. Control is generally transferred to the customer when title transfers (which may include physical possession by the customer), we have a right to payment from the customer, the customer has accepted the product, and the customer has assumed the risks and rewards of ownership. We have supplier managed inventory arrangements with some of our customers to facilitate on-demand product availability. In some cases, the inventory resides at a customer site, although title has not transferred, we are not entitled to payment, and we have not invoiced for the product. We have evaluated the contract terms under these arrangements and have determined that control transfers when the customer uses the product, at which time revenue is recognized. Taxes assessed by a governmental authority which are concurrent with sales to our customers, including sales, use, value-added, and revenue-related excise taxes, are collected by us from the customer and are not included in net sales, but are reflected in accrued expenses until remitted to the appropriate governmental authority. When we are responsible for shipping and handling costs after title has transferred, we account for those as fulfillment costs and include them in cost of goods sold. Some of our contracts include variable consideration in the form of rebates or business development funds. We estimate rebates at the point of sale as contra-revenue. The estimates are based on our best judgment at the time of sale, which includes anticipated as well as historical performance. Depending upon the specific terms of a business development fund, amounts are accrued as contra-revenue at the point of sale or are expensed when costs are incurred by us. We regularly review both rebates and business development funds and make adjustments when necessary, recognizing the full amount of any adjustment in the period identified. We recognized an increase to net sales of $ 4 million in 2024, $ 5 million in 2023, and $ 2 million in 2022 related to adjustments to rebates or business development funds which were recognized in revenue in a prior period. At December 31, 2024, accrued rebates were $ 25 million and accrued business development funds were $ 0.2 million. At December 31, 2023, accrued rebates were $ 18 million and accrued business development funds were $ 0.3 million. 51 Table of Contents Notes to Consolidated Financial Statements The following table provides information on our net sales by geographic area. Information on net sales by segment is in Note 5. Years Ended December 31, (in thousands) 2024 2023 2022 Net sales United States $ 1,095,881 $ 972,954 $ 974,963 Europe, Middle East, Africa, India 786,764 791,744 807,782 Asia Pacific 573,312 582,971 616,967 Other foreign 330,601 350,750 365,087 Net sales $ 2,786,558 $ 2,698,419 $ 2,764,799 4 . Earnings Per Share We had 35,222 shares in 2024, 34,006 shares in 2023, and 33,055 shares in 2022 of nonvested restricted stock that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive. The nonvested restricted stock is considered a participating security since the restricted stock contains nonforfeitable rights to dividends. As such, we use the two-class method to compute basic and diluted earnings per share for all periods presented since this method yields the most dilutive result. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share. Years Ended December 31, (in thousands, except per-share amounts) 2024 2023 2022 Earnings per share numerator: Net income attributable to common shareholders before allocation of earnings to participating securities $ 462,413 $ 388,864 $ 279,538 Earnings allocated to participating securities ( 1,652 ) ( 1,339 ) ( 876 ) Net income attributable to common shareholders after allocation of earnings to participating securities $ 460,761 $ 387,525 $ 278,662 Earnings per share denominator: Weighted-average number of shares of common stock outstanding - basic and diluted 9,555 9,583 10,035 Earnings per share - basic and diluted $ 48.22 $ 40.44 $ 27.77 5. Segment and Geographic Area Information Segment Information -We have two reportable segments – petroleum additives and specialty materials. The petroleum additives segment includes lubricant and fuel additives which are necessary for the efficient and reliable operation of vehicles and machinery. The specialty materials segment includes critical materials used in solid rocket motors for space launch and military defense applications. The petroleum additives and specialty materials segments are managed separately by the president of Afton and the president of AMPAC, respectively. The “All other” category shown in the tables below includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl. We have determined that our chief executive officer is the chief operating decision maker (CODM) who makes key operating decisions and assesses the performance of the reportable segments. The CODM evaluates performance based on segment operating profit and considers budgeted and forecasted variances to actual results in allocating resources to the segments. 52 Table of Contents Notes to Consolidated Financial Statements The segment accounting policies are the same as those described in Note 1. NewMarket Services expenses are billed to Afton, AMPAC, and Ethyl based on the services provided. Depreciation on segment property, plant, and equipment, as well as amortization of segment definite-lived intangible assets and lease right-of-use assets are included in segment operating profit. No transfers occurred between any of the petroleum additives segment, specialty materials segment, and the “All other” category during the periods presented. The table below reports net sales and operating profit by segment, as well as a reconciliation to income before income tax expense, for the last three years. No single customer accounted for 10% or more of our total net sales in 2024, 2023, or 2022. Years Ended December 31, (in thousands) 2024 2023 2022 Net sales Petroleum additives Lubricant additives $ 2,246,293 $ 2,295,440 $ 2,342,622 Fuel additives 389,949 394,269 411,688 Total 2,636,242 2,689,709 2,754,310 Specialty materials 141,243 0 0 All other 9,073 8,710 10,489 Total net sales $ 2,786,558 $ 2,698,419 $ 2,764,799 Segment operating profit Petroleum additives Net Sales $ 2,636,242 $ 2,689,709 $ 2,754,310 Cost of goods sold ( 1,791,481 ) ( 1,914,337 ) ( 2,114,519 ) Research, development, and testing expenses ( 124,898 ) ( 137,998 ) ( 140,252 ) Other segment items ( 128,009 ) ( 122,946 ) ( 121,295 ) Petroleum additives segment operating profit 591,854 514,428 378,244 Specialty materials Net Sales 141,243 0 0 Other segment items ( 123,791 ) 0 0 Specialty materials segment operating profit 17,452 0 0 Total segment operating profit 609,306 514,428 378,244 All other ( 2,283 ) ( 4,986 ) ( 1,782 ) Corporate, general, and administrative expenses ( 17,332 ) ( 26,147 ) ( 21,579 ) Interest and financing expenses, net ( 57,366 ) ( 37,359 ) ( 35,202 ) Loss on early extinguishment of debt 0 0 ( 7,545 ) Other income (expense), net 51,782 43,026 35,598 Income before income tax expense $ 584,107 $ 488,962 $ 347,734 53 Table of Contents Notes to Consolidated Financial Statements The significant expense categories of cost of goods sold and research, development, and testing expenses are shown in the above segment operating profit table for the petroleum additives segment and are regularly provided to the CODM. The other segment items for the petroleum additives segment represent selling, general, and administrative expenses, as well as corporate services allocated to the reporting segment. The other segment items for the specialty materials segment include costs of goods sold; selling, general, and administrative expenses; and corporate services allocated to the reporting segment. Significant expense categories of the specialty materials segment are not regularly provided to the CODM. Asset information by segment is not reported internally or otherwise regularly provided to the CODM. The following tables show additions to long-lived assets by segment and depreciation and amortization by segment and the reconciliation to both consolidated amounts. The additions to long-lived assets include property, plant, and equipment and lease right-of-use assets. Years Ended December 31, (in thousands) 2024 2023 2022 Additions to long-lived assets Petroleum additives $ 72,126 $ 72,038 $ 64,456 Specialty materials 4,144 0 0 All other 2 1 147 Corporate 2,125 2,018 3,983 Total additions to long-lived assets $ 78,397 $ 74,057 $ 68,586 Depreciation and amortization Petroleum additives $ 79,241 $ 74,471 $ 78,744 Specialty materials 33,849 0 0 All other 46 45 51 Corporate 3,821 3,494 3,490 Total depreciation and amortization $ 116,957 $ 78,010 $ 82,285 Geographic Area Information - We have operations in the North America, Latin America, Asia Pacific, and EMEAI regions. Our foreign customers consist primarily of global, national, and independent oil companies. The tables below report net sales and long-lived assets by geographic area, as well as by country for those countries with significant net sales or long-lived assets. Since our foreign operations are significant to our overall business, we are also presenting net sales in the table below by the major regions in which we operate. NewMarket assigns net sales to geographic areas based on the location to which the product was shipped to a third party. Long-lived assets in the table below include property, plant, and equipment, net of depreciation, and lease right-of-use assets. 54 Table of Contents Notes to Consolidated Financial Statements Years Ended December 31, (in thousands) 2024 2023 2022 Net sales United States $ 1,095,881 $ 972,954 $ 974,963 Europe, Middle East, Africa, India 786,764 791,744 807,782 Asia Pacific 573,312 582,971 616,967 Other foreign 330,601 350,750 365,087 Total net sales $ 2,786,558 $ 2,698,419 $ 2,764,799 December 31, (in thousands) 2024 2023 Long-lived assets United States $ 484,265 $ 376,421 Singapore 227,287 234,484 Other foreign 128,204 149,436 Total long-lived assets $ 839,756 $ 760,341 6. Supplemental Cash Flow Information Years Ended December 31, (in thousands) 2024 2023 2022 Cash paid during the year for Interest and financing expenses (net of capitalization) $ 55,905 $ 36,644 $ 40,531 Income taxes 119,534 132,928 88,866 Supplemental disclosure of non-cash transactions Non-cash additions to property, plant, and equipment $ 3,015 $ 1,788 $ 4,087 7. Trade and Other Accounts Receivable, Net December 31, (in thousands) 2024 2023 Trade receivables $ 345,845 $ 368,240 Income and other tax receivables 38,811 59,190 Other 10,794 4,919 $ 395,450 $ 432,349 8. Inventories December 31, (in thousands) 2024 2023 Finished goods and work-in-process $ 403,459 $ 351,746 Raw materials 77,258 82,441 Stores, supplies, and other 24,709 22,047 $ 505,426 $ 456,234 55 Table of Contents Notes to Consolidated Financial Statements Our U.S. petroleum additives finished goods, work-in-process, and raw materials inventories, which are stated on the LIFO basis, amounted to $ 142 million at December 31, 2024 and were below replacement cost by approximately $ 93 million. At December 31, 2023, LIFO basis inventories were $ 123 million, which was approximately $ 94 million below replacement cost. Our foreign inventories amounted to $ 329 million at December 31, 2024 and $ 313 million at December 31, 2023. Reserves for obsolete and slow-moving inventory included in the table above were not material at December 31, 2024 or December 31, 2023. 9. Prepaid Expenses and Other Current Assets December 31, (in thousands) 2024 2023 Dividend funding $ 22,037 $ 19,212 Income taxes on intercompany profit 7,962 7,054 Other 21,204 12,785 $ 51,203 $ 39,051 10. Property, Plant, and Equipment, at Cost December 31, (in thousands) 2024 2023 Land $ 37,652 $ 37,225 Land improvements 68,832 65,064 Leasehold improvements 2,034 1,842 Buildings 180,235 185,537 Machinery and equipment 1,433,903 1,328,808 Construction in progress 33,385 27,563 1,756,041 1,646,039 Less: accumulated depreciation and amortization 1,020,680 991,292 Net property, plant, and equipment $ 735,361 $ 654,747 We depreciate the cost of property, plant, and equipment by the straight-line method over the following estimated useful lives: Land improvements 3 - 40 years Buildings 5 - 40 years Machinery and equipment 1 - 30 years Depreciation expense was $ 72 million in 2024, $ 56 million in 2023, and $ 60 million in 2022. 11. Intangibles (Net of Amortization) and Goodwill The net carrying amount of intangibles and goodwill was $ 750 million at December 31, 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. 56 Table of Contents Notes to Consolidated Financial Statements December 31, 2024 2023 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizing intangible assets Formulas and technology $ 60,000 $ 7,220 $ 6,200 $ 6,200 Contract 0 0 2,000 2,000 Customer bases 280,440 19,856 5,440 4,539 Trademarks and trade names 30,000 1,925 0 0 Water Rights 29,392 0 Goodwill 379,593 123,741 $ 779,425 $ 29,001 $ 137,381 $ 12,739 Amortization expense $ 24,462 $ 1,506 Amortization expense was $ 1 million in 2022. Of the total intangibles (net of amortization) and goodwill, $ 124 million is attributable to the petroleum additives segment and $ 626 million is attributable to the specialty materials segment. The change in the gross carrying amount between 2023 and 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. Estimated annual amortization expense related to our intangible assets for the next five years is shown in the table below (in thousands). 2025 $ 25,404 2026 25,404 2027 25,404 2028 25,355 2029 25,214 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. 12. Deferred Charges and Other Assets December 31, (in thousands) 2024 2023 Finance lease right-of-use assets $ 33,142 $ 34,771 Deferred income tax assets 2,066 2,726 Asbestos insurance receivables 2,749 2,883 Deferred financing costs, net of amortization 1,792 611 Other 12,781 7,216 $ 52,530 $ 48,207 Deferred financing costs, net of amortization, in the table above include only those costs associated with the revolving credit facility. The amount of deferred financing costs, net of amortization, related to the 2.70 % senior notes and the term loan is reported as a component of long-term debt. See Note 14 for further information on our long-term debt. 57 Table of Contents Notes to Consolidated Financial Statements 13. Accrued Expenses December 31, (in thousands) 2024 2023 Employee benefits, payroll, and related taxes $ 38,182 $ 35,800 Customer rebates 24,580 18,132 Interest on long-term debt 7,832 8,026 Taxes other than income and payroll 4,150 4,907 Other 14,533 9,681 $ 89,277 $ 76,546 14. Long-term Debt December 31, (in thousands) 2024 2023 Senior notes - 2.70 % due 2031 (net of related deferred financing costs) $ 394,506 $ 393,622 Senior notes - 3.78 % due 2029 250,000 250,000 Term Loan (net of related deferred financing costs) 249,775 0 Revolving credit facility 77,000 0 $ 971,281 $ 643,622 2.70% Senior Notes - On March 18, 2021, we issued $ 400 million aggregate principal amount of 2.70 % senior notes due 2031 at an issue price of 98.763 %. The 2.70 % senior notes are general unsecured senior obligations and rank equally with our other unsecured senior indebtedness. The offer and sale of the notes were registered under the Securities Act of 1933, as amended. We incurred financing costs in 2021 of approximately $ 4 million related to the 2.70 % senior notes, which are being amortized over the term of the notes. The indenture governing the 2.70 % senior notes includes certain customary covenants that, among other things and subject to certain qualifications and exceptions, limit our ability and the ability of our subsidiaries to: • grant liens to secure indebtedness; • engage in sale and lease back transactions; • merge or consolidate with, or convey, transfer or lease all or substantially all of our assets to a third party. We were in compliance with all covenants under the indenture governing the 2.70 % senior notes as of December 31, 2024 and December 31, 2023. 3.78% Senior Notes - On January 4, 2017, we issued $ 250 million in senior unsecured notes in a private placement with The Prudential Insurance Company of America and certain other purchasers. These notes bear interest at 3.78 % with interest payable semiannually. We made the first principal payment of $ 50 million on January 4, 2025 and have four remaining principal payments of $ 50 million due January 4 of each year through 2029. We have the right to make optional prepayments on the notes at any time, subject to certain limitations. The note purchase agreement contains representations, warranties, terms, and conditions customary for transactions of this type. These include negative covenants, certain financial covenants, and events of default which are substantially similar to the covenants and events of default in our revolving credit facility. We were in compliance with all covenants under the 3.78 % senior notes as of December 31, 2024 and December 31, 2023. 58 Table of Contents Notes to Consolidated Financial Statements Term Loan - On January 22, 2024, we entered into a credit agreement for an unsecured $ 250 million term loan (the Term Loan Credit Agreement), which matures on January 22, 2026. We borrowed the entire $ 250 million available under the Term Loan Credit Agreement and paid financing costs of $ 0.4 million, which are being amortized over the term of the agreement. We are required to repay the principal amount borrowed under the term loan in full at maturity. We may, in our sole discretion and subject to the conditions set forth in the Term Loan Credit Agreement, prepay, without penalty, amounts borrowed under the term loan, together with any accrued and unpaid interest, prior to maturity. Any amounts prepaid prior to maturity are not available for additional borrowings by us. The principal amount borrowed under the term loan initially bears interest at a variable rate equal to Term SOFR plus the Applicable Rate. We may, at our option, elect for outstanding portions of the principal amount to instead bear interest at a variable rate equal to the Base Rate or Weekly Adjusted Term SOFR, plus, in each case, the Applicable Rate, subject to the conditions set forth in the Term Loan Credit Agreement. The Applicable Rate is based, at our option, on either our Leverage Ratio or Ratings Level. All capitalized terms are as defined in the Term Loan Credit Agreement. The Term Loan Credit Agreement contains certain customary covenants, including financial covenants, which require us 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 December 31, 2024. Revolving Credit Facility - On January 22, 2024, we entered into a credit agreement for a new $ 900 million revolving credit facility (the Revolving Credit Agreement). The revolving credit facility matures on January 22, 2029 and includes a $ 500 million sublimit for multicurrency borrowings, an initial letter of credit sublimit of $ 25 million, and a $ 20 million sublimit for swingline loans. The Revolving Credit Agreement includes an expansion feature allowing us, subject to certain conditions, to request an increase in the aggregate amount of the revolving credit facility or obtain incremental term loans in an amount up to $ 450 million. We may also request an extension of the maturity date as provided for in the Revolving Credit Agreement. Certain of our foreign subsidiaries may, from time to time, become borrowers under the Revolving Credit Agreement. The obligations under the Revolving Credit Agreement are unsecured and are fully and unconditionally guaranteed by NewMarket. Concurrently with entering into the Revolving Credit Agreement, we terminated our former revolving credit facility entered into on March 5, 2020. Upon termination, we repaid the amount then outstanding under the former revolving credit facility, plus accrued and unpaid interest. Borrowings made under the revolving credit facility bear interest at a variable rate determined, at our option, at an annual rate equal to (i) the Base Rate, (ii) Term SOFR, (iii) the Weekly Adjusted Term SOFR, (iv) the Alternative Currency Term Rate, or (v) the Alternative Currency Daily Rate, each plus the Applicable Rate and all as defined in the Revolving Credit Agreement. The Applicable Rate is based, at our option, on either our Leverage Ratio or Ratings Level. All capitalized terms are as defined in the Revolving Credit Agreement. 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 gross deferred financing costs of $ 2.2 million, which we are amortizing over the term of the Revolving Credit Agreement. Outstanding borrowings under the applicable revolving credit facility amounted to $ 77 million at December 31, 2024 and none at December 31, 2023. Outstanding letters of credit amounted to approximately $ 4 million at December 31, 2024 and $ 2 million at December 31, 2023. The unused portion of the applicable revolving credit facility amounted to $ 819 million at December 31, 2024 and $ 898 million at December 31, 2023. The average interest rate for borrowings under the applicable revolving credit agreement was 6.5 % during the year ended December 31, 2024 and 6.2 % during the year ended December 31, 2023. The Revolving Credit Agreement contains certain customary covenants, including financial covenants, which require us 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 applicable revolving credit facility as of December 31, 2024 and December 31, 2023. 59 Table of Contents Notes to Consolidated Financial Statements 15. Other Noncurrent Liabilities December 31, (in thousands) 2024 2023 Deferred income tax liabilities $ 162,911 $ 58,657 Employee benefits 62,593 61,656 Finance lease liabilities 17,675 19,844 Environmental remediation 9,657 9,601 Asbestos litigation reserve 4,998 5,193 Deemed repatriation of earnings 0 2,956 Other 9,611 11,059 $ 267,445 $ 168,966 16. Stock-based Compensation The 2023 Incentive Compensation and Stock Plan (the Plan) was approved on April 27, 2023 and replaced the 2014 Incentive Compensation and Stock Plan (the Prior Plan). No new awards may be granted under the Prior Plan, but the terms of the Prior Plan continue to govern awards that were issued under the Prior Plan and remain outstanding. Awards outstanding under the Prior Plan will remain in effect until vested or forfeited under their terms. Any employee of our company or an affiliate or a person who is a member of our Board of Directors or the board of directors of an affiliate is eligible to participate in the Plan if the Compensation Committee of the Board of Directors (the Administrator), in its sole discretion, determines that such person has contributed or can be expected to contribute to the profits or growth of our company or affiliates (each, a participant). Under the terms of the Plan, we may grant participants stock awards, incentive awards, stock units, or options (which may be either incentive stock options or nonqualified stock options), or stock appreciation rights (SARs), which may be granted with a related option. Stock options entitle the participant to purchase a specified number of shares of our common stock at a price that is fixed by the Administrator at the time the option is granted; provided, however, that the price cannot be less than the shares’ fair market value on the date of grant. The maximum period in which an option may be exercised is fixed by the Administrator at the time the option is granted but, in the case of an incentive stock option, cannot exceed 10 years. No participant may be granted or awarded, in any calendar year, shares, options, SARs, or stock units covering more than 10,000 shares of our common stock in the aggregate. For purposes of this limitation and the individual limitation on the grant of options, an option and corresponding SAR are treated as a single award. No participant may receive, in a single calendar year, an incentive award cash payment under the Plan exceeding $ 2,000,000 . A non-employee director may not be granted an incentive award and may not be granted more than 1,000 shares of common stock in a calendar year. The maximum aggregate number of shares of our common stock that may be issued under the Plan is 250,000 . At December 31, 2024, 240,758 shares were available for grant. During 2024, we granted 965 shares to five of our non-employee directors, which vested immediately. A summary of activity during 2024 related to NewMarket’s restricted stock and restricted stock units (stock awards) is presented below in whole shares. Number of Shares Weighted Average Grant-Date Fair Value Unvested stock awards at January 1, 2024 35,418 $ 370.56 Granted in 2024 7,236 621.31 Vested in 2024 ( 5,308 ) 440.67 Forfeited in 2024 ( 886 ) 375.68 Unvested stock awards at December 31, 2024 36,460 410.00 60 Table of Contents Notes to Consolidated Financial Statements The weighted average grant-date fair value was $ 341.93 for stock awards granted in 2023 and $ 312.49 for stock awards granted in 2022. The fair value of shares vested was $ 2 million in 2024 and $ 3 million in 2023. No shares vested in 2022. We recognized compensation expense of $ 2 million in 2024, $ 4 million in 2023 and $ 2 million in 2022 related to stock awards. At December 31, 2024, total unrecognized compensation expense related to stock awards was $ 7 million, which is expected to be recognized over a period of 2.3 years. 17. Leases Our leases are for land, real estate, railcars, vehicles, pipelines, plant equipment, and office equipment. We have leases with remaining terms ranging from less than one year to 46 years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease cost are shown in the table below. Years Ended December 31, (in thousands) 2024 2023 2022 Operating lease cost $ 19,574 $ 19,242 $ 18,573 Finance lease cost: Amortization of right-of-use assets 2,610 2,547 2,771 Interest on lease liabilities 621 657 712 Short-term lease cost 2,293 2,463 6,246 Variable lease cost 6,755 5,539 8,152 Total lease cost $ 31,853 $ 30,448 $ 36,454 Variable lease costs also include leases that do not have a right-of-use asset or lease liability but are capitalized as part of inventory. Supplemental balance sheet information related to leases follow. December 31, (in thousands) Balance Sheet Classification 2024 2023 Operating leases Right-of-use assets Operating lease right-of-use assets, net $ 71,253 $ 70,823 Current liability Operating lease liabilities $ 15,337 $ 15,074 Noncurrent liability Operating lease liabilities-noncurrent 54,754 55,058 $ 70,091 $ 70,132 Finance leases Right-of-use assets Deferred charges and other assets $ 33,142 $ 34,771 Current liability Other current liabilities $ 2,938 $ 2,754 Noncurrent liability Other noncurrent liabilities 17,675 19,844 $ 20,613 $ 22,598 61 Table of Contents Notes to Consolidated Financial Statements December 31, 2024 2023 2022 Weighted average remaining lease term (in years) Operating leases 11 12 12 Finance leases 13 14 15 Weighted average incremental borrowing rate Operating leases 4.37 % 4.07 % 3.21 % Finance leases 3.01 % 2.92 % 2.72 % Supplemental cash flow information related to leases follow. Years Ended December 31, (in thousands) 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 19,734 $ 19,929 $ 18,632 Operating cash flows from finance leases 617 656 712 Financing cash flows from finance leases 2,797 3,087 2,834 Right-of-use assets obtained in exchange for new lease obligations Operating leases $ 20,085 $ 25,339 $ 12,333 Finance leases 992 425 84 Maturities of lease liabilities at December 31, 2024 follow. (in thousands) Operating Leases Finance Leases 2025 $ 17,936 $ 3,503 2026 13,421 3,473 2027 10,297 3,453 2028 8,562 3,436 2029 6,862 3,410 Thereafter 34,097 5,425 Total lease payments 91,175 22,700 Less: imputed interest 21,084 2,087 Total lease obligations $ 70,091 $ 20,613 Operating lease payments in the table above include approximately $ 15 million related to options to extend lease terms that are reasonably certain of being exercised. At December 31, 2024, we had operating lease commitments of approximately $ 3.6 million and finance lease commitments of approximately $ 2.2 million, which are not included in the above table. Most of the commitments relate to equipment that is being constructed or procured by the future lessors and office space. These leases are expected to commence in 2025. 62 Table of Contents Notes to Consolidated Financial Statements 18. Pension Plans and Postretirement Benefits NewMarket uses a December 31 measurement date for all of our plans. The service cost component of net periodic benefit cost (income) is included in cost of goods sold; selling, general, and administrative expenses; or research, development, and testing expenses, to reflect where other compensation costs arising from services rendered by the pertinent employee are recorded on the Consolidated Statements of Income. The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income. U.S. Retirement Plans NewMarket sponsors four pension plans for all full-time U.S. employees that offer a benefit based primarily on years of service and compensation. Employees do not contribute to these pension plans. The plans are as follows: • NewMarket salaried employees pension plan (the Salaried Plan); • Afton pension plan for union employees (the Sauget Plan); • NewMarket retirement income plan for union employees in Houston, Texas (the Houston Plan); and • Afton Chemical Additives pension plan for union employees in Port Arthur, Texas (the Port Arthur Plan). In addition, we offer an unfunded, nonqualified supplemental pension plan. This plan restores the pension benefits from our regular pension plans that would have been payable to designated participants if it were not for limitations imposed by U.S. federal income tax regulations. We also provide postretirement health care benefits and life insurance to eligible retired employees. The components of net periodic pension and postretirement benefit cost (income), as well as other amounts recognized in other comprehensive income (loss), are shown below. Years Ended December 31, Pension Benefits Postretirement Benefits (in thousands) 2024 2023 2022 2024 2023 2022 Net periodic benefit cost (income) Service cost $ 12,339 $ 10,399 $ 18,935 $ 648 $ 520 $ 1,093 Interest cost 22,329 18,212 13,478 1,611 1,582 1,163 Expected return on plan assets ( 53,864 ) ( 46,039 ) ( 43,765 ) ( 769 ) ( 781 ) ( 790 ) Amortization of prior service cost (credit) 186 186 271 ( 3,028 ) ( 3,028 ) ( 3,028 ) Amortization of actuarial net (gain) loss ( 1,709 ) ( 1,598 ) 1,988 ( 136 ) ( 275 ) 51 Net periodic benefit cost (income) ( 20,719 ) ( 18,840 ) ( 9,093 ) ( 1,674 ) ( 1,982 ) ( 1,511 ) Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) Actuarial net (gain) loss ( 80,585 ) ( 34,997 ) ( 17,083 ) ( 934 ) 918 ( 12,445 ) Prior service cost (credit) 0 648 86 0 0 0 Amortization of actuarial net gain (loss) 1,709 1,598 ( 1,988 ) 136 275 ( 51 ) Amortization of prior service (cost) credit ( 186 ) ( 186 ) ( 271 ) 3,028 3,028 3,028 Total recognized in other comprehensive income (loss) ( 79,062 ) ( 32,937 ) ( 19,256 ) 2,230 4,221 ( 9,468 ) Total recognized in net periodic benefit cost (income) and other comprehensive income (loss) $ ( 99,781 ) $ ( 51,777 ) $ ( 28,349 ) $ 556 $ 2,239 $ ( 10,979 ) 63 Table of Contents Notes to Consolidated Financial Statements Changes in the plans’ benefit obligations and assets follow. December 31, Pension Benefits Postretirement Benefits (in thousands) 2024 2023 2024 2023 Change in benefit obligation Benefit obligation at beginning of year $ 355,913 $ 330,372 $ 29,832 $ 28,914 Service cost 12,339 10,399 648 520 Interest cost 22,329 18,212 1,611 1,582 Actuarial net (gain) loss ( 25,961 ) 12,039 ( 313 ) 1,204 Acquisition 91,872 0 0 0 Plan amendment 0 648 0 0 Benefits paid ( 22,558 ) ( 15,757 ) ( 2,526 ) ( 2,388 ) Benefit obligation at end of year 433,934 355,913 29,252 29,832 Change in plan assets Fair value of plan assets at beginning of year 625,259 545,540 20,375 20,734 Actual return on plan assets 108,487 93,075 1,389 1,067 Acquisition 75,834 0 0 0 Employer contributions 4,971 2,401 1,207 962 Benefits paid ( 22,558 ) ( 15,757 ) ( 2,526 ) ( 2,388 ) Fair value of plan assets at end of year 791,993 625,259 20,445 20,375 Funded status $ 358,059 $ 269,346 $ ( 8,807 ) $ ( 9,457 ) Amounts recognized in the Consolidated Balance Sheets Noncurrent assets $ 392,967 $ 298,925 $ 0 $ 0 Current liabilities ( 3,836 ) ( 2,865 ) ( 1,109 ) ( 1,109 ) Noncurrent liabilities ( 31,072 ) ( 26,714 ) ( 7,698 ) ( 8,348 ) $ 358,059 $ 269,346 $ ( 8,807 ) $ ( 9,457 ) Amounts recognized in accumulated other comprehensive income (loss) Actuarial net (gain) loss $ ( 153,088 ) $ ( 74,212 ) $ ( 7,416 ) $ ( 6,618 ) Prior service cost (credit) 421 607 ( 7,505 ) ( 10,533 ) $ ( 152,667 ) $ ( 73,605 ) $ ( 14,921 ) $ ( 17,151 ) The AMPAC defined benefit plan was merged with and into the Salaried Plan during 2024. Further information on the acquisition is in Note 2. The accumulated benefit obligation for all domestic defined benefit pension plans was $ 400 million at December 31, 2024 and $ 320 million at December 31, 2023. The fair market value of plan assets exceeded both the accumulated benefit obligation and projected benefit obligation for all domestic plans, except the nonqualified plan, at December 31, 2024 and December 31, 2023. The net asset position for plans in which assets exceeded the projected benefit obligation is included in prepaid pension cost on the Consolidated Balance Sheets. The net liability position of plans in which the projected benefit obligation exceeded assets is included in other noncurrent liabilities on the Consolidated Balance Sheets. 64 Table of Contents Notes to Consolidated Financial Statements A portion of the accrued benefit cost for the nonqualified plan is included in current liabilities at both December 31, 2024 and December 31, 2023. As the nonqualified plan is unfunded, the amount reflected in current liabilities represents the expected benefit payments related to the nonqualified plan during the following year. The table below shows selected information on domestic defined benefit pension and postretirement plans. December 31, (in thousands) 2024 2023 Pension plans with the accumulated benefit obligation in excess of the fair market value of plan assets Accumulated benefit obligation $ 34,481 $ 29,407 Fair market value of plan assets 0 0 Pension plans with the projected benefit obligation in excess of the fair market value of plan assets Projected benefit obligation 34,908 29,579 Fair market value of plan assets 0 0 Postretirement benefit plans with the accumulated postretirement benefit obligation in excess of the fair market value of plan assets Accumulated postretirement benefit obligation 18,467 18,372 Fair market value of plan assets 0 0 There are no assets held by the trustee for the retired beneficiaries of the nonqualified plan. Payments to retired beneficiaries of the nonqualified plan are made with cash from operations. The postretirement healthcare benefits are also unfunded and paid with cash from operations. The benefits from the postretirement life insurance plan are funded through an insurance contract. Assumptions - We used the following assumptions to calculate the results of our retirement plans. Pension Benefits Postretirement Benefits 2024 2023 2022 2024 2023 2022 Weighted-average assumptions used to determine net periodic benefit cost (income) for years ended December 31, Discount rate 5.375 % 5.625 % 2.875 % 5.375 % 5.625 % 2.875 % Expected long-term rate of return on plan assets 8.00 % 8.00 % 8.00 % 4.00 % 4.00 % 4.00 % Rate of projected compensation increase 3.50 % 3.50 % 3.50 % Weighted-average assumptions used to determine benefit obligations at December 31, Discount rate 5.875 % 5.375 % 5.625 % 5.875 % 5.375 % 5.625 % Rate of projected compensation increase 3.50 % 3.50 % 3.50 % 65 Table of Contents Notes to Consolidated Financial Statements For pension plans, we base the assumed expected long-term rate of return for plan assets on an analysis of our actual investments, including our asset allocation, as well as an analysis of expected returns. This analysis reflects the expected long-term rates of return for each significant asset class and economic indicator. The range of returns relies both on forecasts and on broad-market historical benchmarks for expected return, correlation, and volatility for each asset class. Our asset allocation is predominantly weighted towards equities. Through ongoing monitoring of our investments and review of market data, we have determined that we should maintain the expected long-term rate of return for our U.S. plans at 8.0 % for the year beginning January 1, 2025. For the postretirement plan, we based the assumed expected long-term rate of return for plan assets on an evaluation of projected interest rates, as well as the guaranteed interest rate for our insurance contract. As a result of that evaluation, we have maintained the expected long-term rate of return at 4.0 % for the year beginning January 1, 2025. Plan Assets - Pension plan assets are held and distributed by trusts and consist principally of equity securities and investment-grade fixed income securities. We invest directly in equity securities, as well as in funds which primarily hold equity and debt securities. Our target allocation is 90 % to 97 % in equities, 3 % to 10 % in debt securities and 1 % to 5 % in cash. The pension obligation is long-term in nature and the investment philosophy followed by the Pension Investment Committee is likewise long-term in its approach. The majority of the pension funds are invested in equity securities as, historically, equity securities have outperformed debt securities and cash investments, resulting in a higher investment return over the long-term. While in the short-term, equity securities may underperform other investment classes, we are less concerned with short-term results and more concerned with long-term improvement. The pension funds are managed by several different investment companies who predominantly invest in U.S. and international equities. Each investment company’s performance is reviewed quarterly. A small portion of the funds is in investments such as cash and cash equivalents or short-term bonds, which historically has been less vulnerable to short-term market swings. These funds are used to provide the cash needed to meet our monthly obligations. There are no significant concentrations of risk within plan assets, nor do the equity securities include any NewMarket common stock for any year presented. The assets of the postretirement benefit plan are invested completely in an insurance contract. No NewMarket common stock is included in these assets. 66 Table of Contents Notes to Consolidated Financial Statements The following table provides information on the fair value of our pension and postretirement benefit plans assets, as well as the related level within the fair value hierarchy. Investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified by level in the fair value hierarchy. December 31, 2024 December 31, 2023 Fair Value Measurements Using Fair Value Measurements Using (in thousands) Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Pension Plans Equity securities: U. S. companies $ 469,826 $ 469,826 $ 0 $ 0 $ 493,126 $ 493,126 $ 0 $ 0 International companies 34,370 34,370 0 0 20,970 20,970 0 0 Cash and cash equivalents 13,530 13,530 0 0 9,956 9,956 0 0 Pooled investment funds: Fixed income securities—mutual funds 36,694 36,694 0 0 27,108 27,108 0 0 Equities—mutual fund 236,024 236,024 0 0 74,099 74,099 0 0 Real estate value added fund measured at net asset value 1,549 0 $ 791,993 $ 790,444 $ 0 $ 0 $ 625,259 $ 625,259 $ 0 $ 0 Postretirement Plans Insurance contract $ 20,445 $ 0 $ 20,445 $ 0 $ 20,375 $ 0 $ 20,375 $ 0 The valuation methodologies used to develop the fair value measurements for the investments in the previous table are outlined below. There have been no changes in the valuation techniques used to value the investments. • Equity securities are valued at the closing price reported on a national exchange. • Cash and cash equivalents are valued at cost. • The mutual funds in pooled investment funds are valued at the closing price reported on a national exchange. • The real estate value added fund targets the U.S. real estate services sector focusing on the multi-family asset class. The fund is not publicly traded on an exchange, but the units are valued at net asset value based on the value of underlying assets of the respective fund. This fund is a closed-end vehicle with no standard mechanism for early liquidity except for a sale in the secondary market at a probable significant discount. The fund was established in 2018 with a primary fund life of eight years with options for two, one-year extensions. There is a $ 47 thousand unfunded commitment. • The insurance contracts are unallocated funds deposited with an insurance company and are stated at an amount equal to the sum of all amounts deposited less the sum of all amounts withdrawn, adjusted for investment return. 67 Table of Contents Notes to Consolidated Financial Statements Cash Flows - For U.S. plans, NewMarket expects to contribute $ 4 million to our defined benefit pension plans and $ 1 million to our postretirement benefit plan in 2025. The expected benefit payments for the next ten years are as follows. (in thousands) Expected Pension Benefit Payments Expected Postretirement Benefit Payments 2025 $ 23,562 $ 2,208 2026 24,816 2,078 2027 25,988 1,974 2028 27,126 1,893 2029 28,310 1,866 2030 through 2034 156,065 9,367 Foreign Retirement Plans For most employees of our foreign subsidiaries, NewMarket has defined benefit pension plans that offer benefits based primarily on years of service and compensation. These defined benefit plans provide benefits for employees of our foreign subsidiaries located in Belgium, the U.K., Germany, Canada, and Mexico. NewMarket generally contributes to investment trusts and insurance accounts to provide for these plans. The components of net periodic pension cost (income), as well as other amounts recognized in other comprehensive income (loss), for these foreign defined benefit pension plans are shown below. Years Ended December 31, (in thousands) 2024 2023 2022 Net periodic benefit cost (income) Service cost $ 4,195 $ 4,185 $ 8,546 Interest cost 6,488 6,298 4,105 Expected return on plan assets ( 13,377 ) ( 11,841 ) ( 9,827 ) Amortization of prior service cost (credit) 142 138 137 Amortization of actuarial net (gain) loss ( 26 ) ( 24 ) 630 Net periodic benefit cost (income) ( 2,578 ) ( 1,244 ) 3,591 Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) Actuarial net (gain) loss ( 19,843 ) ( 5,143 ) ( 41,108 ) Amortization of actuarial net gain (loss) 26 24 ( 630 ) Amortization of prior service (cost) credit ( 142 ) ( 138 ) ( 137 ) Total recognized in other comprehensive income (loss) ( 19,959 ) ( 5,257 ) ( 41,875 ) Total recognized in net periodic benefit cost (income) and other comprehensive income (loss) $ ( 22,537 ) $ ( 6,501 ) $ ( 38,284 ) 68 Table of Contents Notes to Consolidated Financial Statements Changes in the benefit obligations and assets of the foreign defined benefit pension plans follow. December 31, (in thousands) 2024 2023 Change in benefit obligation Benefit obligation at beginning of year $ 145,708 $ 135,800 Service cost 4,195 4,185 Interest cost 6,488 6,298 Employee contributions 653 673 Actuarial net (gain) loss ( 18,702 ) ( 577 ) Benefits paid ( 7,057 ) ( 5,560 ) Settlements 0 ( 2,510 ) Foreign currency translation ( 4,173 ) 7,399 Benefit obligation at end of year 127,112 145,708 Change in plan assets Fair value of plan assets at beginning of year 200,303 174,548 Actual return on plan assets 15,308 16,326 Employer contributions 5,280 6,778 Employee contributions 653 673 Benefits paid ( 7,057 ) ( 5,560 ) Settlements 0 ( 2,510 ) Foreign currency translation ( 5,062 ) 10,048 Fair value of plan assets at end of year 209,425 200,303 Funded status $ 82,313 $ 54,595 Amounts recognized in the Consolidated Balance Sheets Noncurrent assets $ 97,451 $ 71,957 Current liabilities ( 341 ) ( 354 ) Noncurrent liabilities ( 14,797 ) ( 17,008 ) $ 82,313 $ 54,595 Amounts recognized in accumulated other comprehensive income (loss) Actuarial net (gain) loss $ ( 23,230 ) $ ( 3,413 ) Prior service cost (credit) 252 394 $ ( 22,978 ) $ ( 3,019 ) The settlements in the table above are the result of a number of long-tenured employees in our Belgium plan retiring in 2023 with lump sum distributions. The accumulated benefit obligation for all foreign defined benefit pension plans was $ 118 million at December 31, 2024 and $ 134 million at December 31, 2023. The fair market value of plan assets exceeded both the accumulated benefit obligation and projected benefit obligation for the Canada and U.K. plans at both year-end 2024 and 2023. The net asset position of the Canada and U.K. plans are included in prepaid pension cost on the Consolidated Balance Sheets at December 31, 2024 and December 31, 2023. The accumulated benefit obligation and projected benefit obligation exceeded the fair market value of plan assets for the Germany, Belgium, and Mexico plans at December 31, 2024 and December 31, 2023. The accrued benefit cost of these plans is included in other noncurrent liabilities on the Consolidated Balance Sheets for both years. 69 Table of Contents Notes to Consolidated Financial Statements As the Germany plan is unfunded, a portion of the accrued benefit cost is included in current liabilities at year-end 2024 and 2023, reflecting the expected benefit payments related to the plan for the following year. The table below shows selected information on foreign defined benefit pension plans. December 31, (in thousands) 2024 2023 Pension plans with the accumulated benefit obligation in excess of the fair market value of plan assets Accumulated benefit obligation $ 20,149 $ 22,762 Fair market value of plan assets 11,922 13,420 Pension plans with the projected benefit obligation in excess of the fair market value of plan assets Projected benefit obligation 27,063 30,783 Fair market value of plan assets 11,922 13,420 Assumptions - We used the following weighted-average assumptions to calculate the results of our foreign defined benefit pension plans. 2024 2023 2022 Weighted-average assumptions used to determine net periodic benefit cost (income) for the years ended December 31, Discount rate 4.60 % 4.61 % 1.91 % Expected long-term rate of return on plan assets 6.70 % 6.47 % 4.59 % Rate of projected compensation increase 3.52 % 3.55 % 4.07 % Weighted-average assumptions used to determine benefit obligations at December 31, Discount rate 4.96 % 4.60 % 4.61 % Rate of projected compensation increase 3.49 % 3.52 % 3.55 % The actuarial assumptions used to measure the foreign defined benefit pension plans are based upon the circumstances of each particular country and pension plan. The factors impacting the determination of the long-term rate of return for a particular foreign pension plan include the market conditions within a particular country, as well as the investment strategy and asset allocation of the specific plan. Plan Assets - Pension plan assets vary by foreign location and plan. Assets are held and distributed by trusts and, depending upon the foreign location and plan, consist primarily of pooled equity funds, pooled debt securities funds, pooled diversified funds, equity securities, debt securities, cash, and insurance contracts. The combined weighted-average target allocation of our foreign defined benefit pension plans is 39 % in equities (including pooled funds), 37 % in debt securities (including pooled funds), 5 % in insurance contracts, and 19 % in pooled diversified funds. While the pension obligation is long-term in nature for each of our foreign plans, the investment strategies followed by each plan vary to some degree based upon the laws of a particular country, as well as the provisions of the specific pension trust. The U.K. and Canada plans are invested predominantly in equity securities funds, diversified funds, and debt securities funds. The funds of these plans are managed by various trustees and investment companies whose performance is reviewed throughout the year. The Belgium plan is invested in an insurance contract. The Mexico plans are invested primarily in mutual funds and debt securities. The Germany plan has no assets. There are no significant concentrations of risk within plan assets, nor do the equity securities include any NewMarket common stock for any year presented. 70 Table of Contents Notes to Consolidated Financial Statements The following table provides information on the fair value of our foreign defined benefit pension plans assets, as well as the related level within the fair value hierarchy. Investments that are measured at fair value using net asset value per share (or its equivalent) have not been classified by level in the fair value hierarchy. December 31, 2024 December 31, 2023 Fair Value Measurements Using Fair Value Measurements Using (in thousands) Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Insurance contract $ 10,517 $ 0 $ 10,517 $ 0 $ 10,956 $ 0 $ 10,956 $ 0 Equity securities—international companies 0 0 0 0 45 45 0 0 Debt securities 140 140 0 0 273 273 0 0 Pooled investment funds—mutual funds 1,265 1,265 0 0 1,763 1,763 0 0 Cash and cash equivalents 391 391 0 0 1,187 1,187 0 0 Pooled investment funds (measured at net asset value): Equity securities—U.S. companies 3,168 0 Equity securities—international companies 99,477 92,853 Debt securities 51,947 52,682 Diversified growth funds 42,520 40,544 $ 209,425 $ 1,796 $ 10,517 $ 0 $ 200,303 $ 3,268 $ 10,956 $ 0 The valuation methodologies used to develop the fair value measurements for the investments in the table above are outlined below. There have been no changes in the valuation techniques used to value the investments. • The insurance contract represents funds deposited with an insurance company and is stated at an amount equal to the sum of all amounts deposited less the sum of all amounts withdrawn, adjusted for investment return. • Equity securities are valued at the closing price reported on a national exchange. • Debt securities are valued by quoted market prices. • Pooled investment mutual funds are valued at the closing price reported on a national exchange. • Cash and cash equivalents are valued at cost. • The pooled investment funds are valued at the net asset value of units held by the plans based on the quoted market value of the underlying investments held by the fund. The U.K. pension plan is invested in units of life insurance policies that are linked to equity securities funds, government bond funds, and diversified growth funds. The underlying assets of the equity funds, bond funds, and diversified growth funds are traded on a national exchange and are based on tracking various indices of the London Stock Exchange. There are no redemption restrictions on these funds. There were no unfunded commitments for the U.K. pension plan funds. The Canada pension plan is invested in a pooled Canadian equity fund, pooled U.S. equity fund, and a pooled diversified fund. The Canadian equity fund invests in a diversification (sector and industry) of equities listed on a recognized Canadian exchange. The pooled U.S. equity fund invests in equities located in the U.S. and recognized on a national exchange. The diversified fund invests in a diversified mix of equities, fixed income securities, cash, and cash equivalent securities. There are no redemption restrictions on the pooled Canadian funds or the pooled U.S. equity fund, and there were no unfunded commitments. 71 Table of Contents Notes to Consolidated Financial Statements Cash Flows - For foreign defined benefit pension plans, NewMarket expects to contribute $ 5 million to the plans in 2025. The expected benefit payments for the next ten years for our foreign defined benefit pension plans are shown in the following table. (in thousands) Expected Pension Benefit Payments 2025 $ 5,907 2026 5,783 2027 5,957 2028 7,253 2029 7,133 2030 through 2034 39,221 19. Income Taxes Our income before income tax expense, as well as our provision for income taxes is shown in the table below. Years Ended December 31, (in thousands) 2024 2023 2022 Income before income tax expense Domestic $ 351,237 $ 301,152 $ 170,785 Foreign 232,870 187,810 176,949 $ 584,107 $ 488,962 $ 347,734 Income tax expense Current income taxes Federal $ 62,547 $ 61,693 $ 57,778 State 18,280 16,616 12,515 Foreign 53,666 36,539 40,548 134,493 114,848 110,841 Deferred income taxes Federal ( 10,161 ) ( 16,384 ) ( 34,088 ) State ( 2,291 ) ( 697 ) ( 8,491 ) Foreign ( 347 ) 2,331 ( 66 ) ( 12,799 ) ( 14,750 ) ( 42,645 ) Total income tax expense $ 121,694 $ 100,098 $ 68,196 72 Table of Contents Notes to Consolidated Financial Statements The reconciliation of the U.S. federal statutory rate to the effective income tax rate follows. % of Income Before Income Tax Expense 2024 2023 2022 Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal tax 2.2 2.6 0.9 Foreign operations 0.9 0.5 1.4 Research tax credit ( 1.2 ) ( 1.4 ) ( 1.6 ) Foreign-derived intangible tax benefit ( 2.2 ) ( 2.0 ) ( 3.0 ) U.S. minimum tax on foreign income 1.1 0.4 0.4 Taxes applicable to prior years ( 0.8 ) ( 1.4 ) ( 0.1 ) Other items and adjustments ( 0.2 ) 0.8 0.6 Effective income tax rate 20.8 % 20.5 % 19.6 % Our deferred income tax assets and liabilities follow. December 31, (in thousands) 2024 2023 Deferred income tax assets Capitalized research expenses $ 104,162 $ 81,730 Lease liabilities 14,277 14,511 Operating loss and other carryforwards 30,804 15,952 Foreign currency translation adjustments 6,450 4,567 Other 12,495 12,100 Gross deferred income tax assets 168,188 128,860 Valuation allowance ( 22,661 ) ( 13,437 ) Total deferred income tax assets 145,527 115,423 Deferred income tax liabilities Depreciation 101,538 81,767 Future employee benefits 102,174 71,822 Intangibles 85,727 172 Lease assets 14,737 14,965 Other 2,196 2,628 Total deferred income tax liabilities 306,372 171,354 Net deferred income tax (liabilities) assets $ ( 160,845 ) $ ( 55,931 ) Net deferred income tax (liabilities) assets in the table above are reflected in the Consolidated Balance Sheets on a net jurisdictional basis. Deferred income tax assets are included in deferred charges and other assets. See Note 12. Deferred income tax liabilities are included in other noncurrent liabilities. See Note 15. Our deferred taxes are in a net liability position at December 31, 2024. Our deferred tax assets include $ 31 million of federal and foreign operating loss carryforwards, foreign capital loss carryforwards, U.S. interest expense carryforwards, and foreign and state tax credits. The operating loss carryforwards expire in 2027 through 2042, and certain tax credits expire in 2026 through 2034. Based on current forecasted operating plans and historical profitability, we believe that we will recover the full benefit of our deferred tax assets with the exception of certain of the aforementioned operating loss, capital loss, and tax credit carryforwards. Therefore, as of December 31, 2024, we have recorded a valuation allowance of $ 23 million. During 2024, we released a valuation allowance in the amount of $ 0.5 million for losses utilized. During 2023, we did not release any valuation allowances. 73 Table of Contents Notes to Consolidated Financial Statements We do not expect to distribute earnings from our foreign subsidiaries in a manner that would result in significant U.S. tax, as these earnings have been previously taxed in the U.S. or meet the requirements for a dividends received deduction. As of December 31, 2023 and December 31, 2024, we have an immaterial deferred tax liability for withholding taxes that will not be creditable upon distribution. We have not provided a deferred tax liability on approximately $ 111 million of temporary differences related to investments in foreign subsidiaries that are essentially permanent in duration, as these earnings are considered to be indefinitely reinvested. If we were to repatriate these earnings, we could be subject to income taxes and withholding taxes in various countries. Determination of the amount of unrecognized deferred income tax liability is not practicable due to the complexity associated with the hypothetical calculation. A reconciliation of the beginning and ending balances of the unrecognized tax benefits from uncertain positions follows. December 31, (in thousands) 2024 2023 2022 Balance at beginning of year $ 8,381 $ 7,879 $ 6,374 Increases for tax positions of prior years 1,113 1,374 1,677 Increases for tax positions of the current year 1,488 1,543 809 Settlements ( 8 ) ( 1,078 ) 0 Lapses of statutes ( 3,940 ) ( 1,337 ) ( 981 ) Balance at end of year $ 7,034 $ 8,381 $ 7,879 At December 31, 2024, all of the amount of unrecognized tax benefits, if recognized, would affect our effective tax rate. We expect the amount of unrecognized tax benefits to change in the next twelve months; however, we do not expect the change to have a material impact on our financial statements. Our U.S. subsidiaries file a U.S. federal consolidated income tax return. We are currently under examination by various U.S. state and foreign jurisdictions and remain subject to examination until the statute of limitations expires for the respective tax jurisdiction. We are no longer subject to U.S. federal income examination for years before 2021. Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from 3 years to 5 years. Years still open to examination by foreign tax authorities in major jurisdictions include: the U.K. (2021 and forward); Singapore (2020 and forward); Belgium (2019 and forward); and Mexico (2019 and forward). 20. Fair Value Measurements The carrying amount of cash and cash equivalents in the Consolidated Balance Sheets, as well as the fair value, was $ 77 million at December 31, 2024 and $ 112 million at December 31, 2023. The fair value is categorized in Level 1 of the fair value hierarchy. No material events occurred during 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 long-term debt in the following table is based on the last quoted price closest to December 31 of each year. The fair value of our debt instruments is classified as Level 2 in the fair value hierarchy. 74 Table of Contents Notes to Consolidated Financial Statements December 31, 2024 December 31, 2023 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt $ 971,281 $ 906,925 $ 643,622 $ 572,983 21. Commitments and Contingencies Contractual Commitments - We have non-lease contractual obligations for the construction of assets, as well as purchases of property and equipment, of approximately $ 13 million at December 31, 2024, all of which are due within five years . From time to time, we also have commitments for leases which have not yet commenced. See Note 17. Purchase Obligations - We have purchase obligations for goods or services that are enforceable, legally binding, and specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty. Purchase orders made in the ordinary course of business are excluded from this amount. Any amounts for which we are liable under purchase orders are reflected in our Consolidated Balance Sheets as accounts payable or accrued expenses. Future payments for purchase obligations as of December 31, 2024 are shown in the table below (in thousands). 2025 $ 12,538 2026 11,411 2027 11,370 2028 2,597 2029 2,597 After 2029 1,910 Litigation - We are involved in legal proceedings that are incidental to our business and may include administrative or judicial actions. Some of these legal proceedings involve governmental authorities and relate to environmental matters. For further information, see Environmental below and Item 1 of this Form 10-K. While it is not possible to predict or determine with certainty the outcome of any legal proceeding, we believe the outcome of any of these proceedings, or all of them combined, will not result in a material effect on our financial statements. Asbestos We are a defendant in personal injury lawsuits involving exposure to asbestos. These cases involve exposure to asbestos in premises owned or operated, or formerly owned or operated, by subsidiaries of NewMarket. We have never manufactured, sold, or distributed products that contain asbestos. Nearly all of these cases are pending in Texas, Louisiana, or Illinois and most involve multiple defendants. We maintain an accrual for these proceedings, as well as a receivable for expected insurance recoveries. The accrual for our premises asbestos liability related to currently asserted claims is based on the following assumptions and factors: • We are often one of many defendants. This factor influences both the number of claims settled against us and the indemnity cost associated with such resolutions. • The estimated percent of claimants that, after discovery, will actually pursue a claim against us, out of the total number of claimants, is based on a level consistent with past experience and current trends. • We utilize average comparable plaintiff cost history as the basis for estimating pending premises asbestos-related claims. These claims are filed by both former contractors and former employees who worked at past and present company locations. We also include an estimated inflation factor in the calculation. 75 Table of Contents Notes to Consolidated Financial Statements • No estimate is made for unasserted claims. • The estimated recoveries from insurance and Albemarle Corporation (a former operation of our company) for these cases are based on, and are consistent with, the 2005 settlement agreements with The Travelers Indemnity Company. Based on the above assumptions, we have provided an undiscounted liability related to premises asbestos claims of $ 7 million at both December 31, 2024 and December 31, 2023. The liabilities related to premises asbestos claims are included in accrued expenses (current portion) and other noncurrent liabilities on the Consolidated Balance Sheets. Certain of these costs are recoverable through the settlement agreements with The Travelers Indemnity Company and with Albemarle Corporation. The receivable for these recoveries related to premises asbestos liabilities was $ 4 million at both December 31, 2024 and December 31, 2023. These receivables are included in trade and other accounts receivable, net on the Consolidated Balance Sheets for the current portion. The noncurrent portion is included in deferred charges and other assets. Environmental - We are involved in environmental proceedings and potential proceedings relating to soil and groundwater contamination, disposal of hazardous waste, and other environmental matters at several of our current or former facilities, or at third-party sites where we have been designated as a potentially responsible party. 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 December 31, 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 Consolidated Balance Sheets . Our more significant environmental sites include a former plant site in Baton Rouge, Louisiana and a Houston, Texas plant site. Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 9 million of the total accrual at both December 31, 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 December 31, 2024 and December 31, 2023. Of the total accrued for these two sites, the amount related to remediation of groundwater and soil was $ 4 million for each of the Louisiana site and Texas site at both December 31, 2024 and December 31, 2023. 76 Table of Contents Notes to Consolidated Financial Statements 22. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss) The balances of, and changes in, the components of accumulated other comprehensive income (loss), net of tax, are shown in the table below. (in thousands) Pension Plans and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2021 $ 1,522 $ ( 83,749 ) $ ( 82,227 ) Other comprehensive income (loss) before reclassifications 53,019 ( 42,808 ) 10,211 Amounts reclassified from accumulated other comprehensive income (loss) (a) 21 0 21 Other comprehensive income (loss) 53,040 ( 42,808 ) 10,232 Balance at December 31, 2022 54,562 ( 126,557 ) ( 71,995 ) Other comprehensive income (loss) before reclassifications 28,907 25,520 54,427 Amounts reclassified from accumulated other comprehensive income (loss) (a) ( 3,503 ) 0 ( 3,503 ) Other comprehensive income (loss) 25,404 25,520 50,924 Balance at December 31, 2023 79,966 ( 101,037 ) ( 21,071 ) Other comprehensive income (loss) before reclassifications 75,382 ( 18,051 ) 57,331 Amounts reclassified from accumulated other comprehensive income (loss) (a) ( 3,390 ) 0 ( 3,390 ) Other comprehensive income (loss) 71,992 ( 18,051 ) 53,941 Balance at December 31, 2024 $ 151,958 $ ( 119,088 ) $ 32,870 (a) The pension plan and other postretirement benefit components of accumulated other comprehensive income (loss) are included in the computation of net periodic benefit cost (income). See Note 18 for further information. 23. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" (ASU 2023-09). The FASB issued ASU 2023-09 to enhance the transparency and decision-making usefulness of income tax disclosures by requiring additional information on an entity's tax rate reconciliation, as well as income taxes paid. ASU 2023-09 is effective for our annual reporting period beginning January 1, 2025. We are currently assessing the impact that the adoption of ASU 2023-09 will have on the disclosures in our consolidated financial statements. In November 2024, the FASB issued Accounting Standards Update No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" (ASU 2024-03). The FASB issued ASU 2024-03 to improve disclosures surrounding expenses in commonly presented captions including Cost of goods sold; Selling, general, and administrative expenses; and Research, development, and testing expenses. The additional expense information required to be disclosed includes purchases of inventory, employee compensation, depreciation, intangible assets amortization, and total selling expenses, as well as a qualitative description of amounts remaining that have not been separately presented. ASU 2024-03 is effective for our annual reporting period beginning January 1, 2027, and our quarterly reporting periods beginning January 1, 2028. Early adoption is permitted. We are currently assessing the impact that the adoption of ASU 2024-03 will have on the disclosures in our consolidated financial statements. 77 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.