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Item 1. Financial Statements

2025-04-24 compared with 2024-10-24 · 146 added, 167 removed, 311 unchanged (50% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per-share amounts) Third Quarter Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands, except per-share amounts) Three Months Ended March 31,

Net sales $ 700,946 $ 696,736

14 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) Third Quarter Ended September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands) Three Months Ended March 31,

Net income $ 125,949 $ 107,732

1 unchanged sentence

Pension plans and other postretirement benefits:

Prior service credit (cost) arising during the period, net of income tax expense (benefit) of $ 0 in third quarter 2024, $( 159 ) in third quarter 2023, $ 0 in nine months 2024, and $( 159 ) in nine months 2023

0 ( 489 ) 0 ( 489 )

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 173 ) in third quarter 2024, $( 141 ) in third quarter 2023, $( 520 ) in nine months 2024, and $( 482 ) in nine months 2023

( 501 ) ( 454 ) ( 1,505 ) ( 1,547 )

Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $( 552 ) in third quarter 2024, $( 239 ) in third quarter 2023, $( 552 ) in nine months 2024, and $( 239 ) in nine months 2023

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 177 ) in the first quarter 2025 and $( 174 ) in the first quarter 2024

( 500 ) ( 502 )

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 114 ) in third quarter 2024, $( 105 ) in third quarter 2023, $( 358 ) in nine months 2024, and $( 342 ) in nine months 2023

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 341 ) in the first quarter 2025 and $( 122 ) in the first quarter 2024

( 989 ) ( 358 )

Total pension plans and other postretirement benefits ( 1,489 ) ( 860 )

Foreign currency translation adjustments, net of income tax expense (benefit) of $ 137 in third quarter 2024, $( 327 ) in third quarter 2023, $( 951 ) in nine months 2024, and $ 371 in nine months 2023

Foreign currency translation adjustments, net of income tax expense (benefit) of $ 496 in the first quarter 2025 and $( 238 ) in the first quarter 2024

12,515 ( 6,943 )

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts) September 30,

(in thousands, except share amounts) March 31,

2025 December 31,

28 unchanged sentences

authorized shares - 80,000,000 ;

issued and outstanding shares - 9,595,011 at September 30, 2024 and 9,590,086 at December 31, 2023)

Accumulated other comprehensive loss ( 14,644 ) ( 21,071 )

issued and outstanding shares - 9,434,506 at March 31, 2025 and 9,524,789 at December 31, 2024)

Accumulated other comprehensive income 43,896 32,870

Retained earnings 1,475,600 1,428,713

5 unchanged sentences

(in thousands, except share and per-share amounts) Common Stock and

Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Total

Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total

Shareholders’ Equity

Shares Amount

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

Net income 111,247 111,247

Other comprehensive income (loss) ( 12,025 ) ( 12,025 )

Cash dividends ($ 2.25 per share)

( 21,578 ) ( 21,578 )

Tax withholdings related to stock-based compensation ( 76 ) ( 33 ) ( 33 )

Stock-based compensation 988 1,590 2 1,592

Balance at September 30, 2023 9,590,151 $ 1,557 $ ( 66,782 ) $ 1,037,168 $ 971,943

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

Net income 132,322 132,322

Other comprehensive income (loss) 19,453 19,453

Cash dividends ($ 2.50 per share)

( 23,987 ) ( 23,987 )

Stock-based compensation 901 1,149 1 1,150

Balance at September 30, 2024 9,595,011 $ 3,201 $ ( 14,644 ) $ 1,375,729 $ 1,364,286

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

3 unchanged sentences

( 23,986 ) ( 23,986 )

Repurchases of common stock ( 119,075 ) ( 1,857 ) ( 41,419 ) ( 43,276 )

Tax withholdings related to stock-based compensation

1 unchanged sentence

Stock-based compensation 5,980 394 8 402

Balance at September 30, 2023 9,590,151 $ 1,557 $ ( 66,782 ) $ 1,037,168 $ 971,943

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

Balance at December 31, 2024 9,524,789 $ 0 $ 32,870 $ 1,428,713 $ 1,461,583

3 unchanged sentences

( 26,057 ) ( 26,057 )

Repurchases of common stock ( 96,846 ) ( 488 ) ( 52,003 ) ( 52,491 )

Tax withholdings related to stock-based compensation

1 unchanged sentence

Stock-based compensation 8,409 488 0 488

Balance at September 30, 2024 9,595,011 $ 3,201 $ ( 14,644 ) $ 1,375,729 $ 1,364,286

Balance at March 31, 2025 9,434,506 $ 0 $ 43,896 $ 1,475,600 $ 1,519,496

See accompanying Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) Nine Months Ended

September 30,

(in thousands) Three Months Ended March 31,

Cash and cash equivalents at beginning of year $ 77,476 $ 111,936

3 unchanged sentences

Depreciation and amortization 28,778 25,807

Deferred income tax benefit ( 10,468 ) ( 16,336 )

Deferred income tax expense (benefit) 505 ( 3,899 )

Working capital changes ( 26,590 ) ( 21,434 )

8 unchanged sentences

Cash flows from financing activities:

Net borrowings (repayments) under revolving credit facility 191,000 ( 225,000 )

Proceeds from term loan 250,000 0

Net borrowings under revolving credit facility 69,000 386,000

Principal payment on 3.78 % senior notes

Repurchases of common stock ( 57,064 ) 0

Dividends paid ( 26,057 ) ( 23,986 )

Proceeds from term loan 0 250,000

Debt issuance costs 0 ( 2,251 )

Repurchases of common stock 0 ( 42,864 )

Other, net ( 4,345 ) ( 8,372 )

1 unchanged sentence

Effect of foreign exchange on cash and cash equivalents 1,946 ( 1,612 )

(Decrease) increase in cash and cash equivalents ( 31,626 ) 33,848

Increase in cash and cash equivalents 40,777 5,130

Cash and cash equivalents at end of period $ 118,253 $ 117,066

3 unchanged sentences

Financial Statement Presentation

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

In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of March 31, 2025 and December 31, 2024, our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the three months ended March 31, 2025 and March 31, 2024, and our cash flows for the three months ended March 31, 2025 and March 31, 2024.

All adjustments are of a normal, recurring nature, unless otherwise disclosed.

These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the NewMarket Corporation Annual Report on Form 10-K for the year ended December 31, 2023 (2023 Annual Report), as filed with the Securities and Exchange Commission (SEC).

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

The December 31, 2023 condensed consolidated balance sheet data was derived from the audited financial statements included in the 2023 Annual Report but does not include all disclosures required by accounting principles generally accepted in the United States of America.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (SEC), but do not include all disclosures required by GAAP for complete annual consolidated financial statements.

The results of operations for the three-month period ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

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

3 unchanged sentences

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

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

At both March 31, 2025 and December 31, 2024, the amount of confirmed invoices under the supplier finance program was not material.

Acquisition of Business

5 unchanged sentences

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

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

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

20 unchanged sentences

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 preliminary estimates of fair value and based on information currently available.

We are continuing to finalize the valuation of certain assets and liabilities and expect to complete our valuations within one year of the date of acquisition.

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 Statements of Income for the nine months ended September 30, 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 4.

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

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

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

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.

We accounted 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 and have included the results of operations of the acquired business from the date of acquisition in our Consolidated Statements of Income as well as in the specialty materials segment in Note 4.

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

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

AMPAC January 16 to March 31, 2024

Net sales $ 17,047

Income before income tax expense 16,274 16,196

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

Loss before income taxes ( 5,001 )

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

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

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

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

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

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited pro forma information for the three months ended March 31, 2024 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 three months ended March 31, 2024, but for the presentation below, these costs are excluded from 2024 unaudited pro forma income before income taxes since on a pro forma basis, they would have been incurred during 2023.

Pro Forma Supplemental Information (unaudited) (in thousands)

Third Quarter Ended

September 30, Nine Months Ended

September 30,

Consolidated 2024 2023 2024 2023

Consolidated Three Months Ended March 31, 2024

Net sales $ 701,836

Income before income tax expense 172,013 151,040 456,988 370,186

Income before income taxes 140,004

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

12 unchanged sentences

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

Third Quarter Ended

September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

4 unchanged sentences

Net sales $ 700,946 $ 696,736

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.

The segment accounting policies are the same as those described in Note 1 of our 2024 Annual Report.

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 three months ended March 31, 2025 and March 31, 2024.

No single customer accounted for 10% or more of our total net sales in any period presented.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Segment Information

The tables below show our consolidated segment results.

The “All other” category includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl Corporation (Ethyl).

Net Sales by Segment

Third Quarter Ended

September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

5 unchanged sentences

All other 1,671 2,425

Net sales $ 724,947 $ 667,150 $ 2,131,911 $ 2,055,069

Total net sales $ 700,946 $ 696,736

Segment operating profit

Third Quarter Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2024 2023 2024 2023

Petroleum additives

Net sales $ 645,554 $ 677,264

Cost of goods sold ( 437,746 ) ( 462,920 )

Research, development, and testing expenses ( 33,176 ) ( 31,200 )

Other segment items ( 32,525 ) ( 32,235 )

Petroleum additives segment operating profit 142,107 150,909

Specialty materials

Net sales 53,721 17,047

Other segment items ( 30,534 ) ( 22,014 )

Specialty materials segment operating profit 23,187 ( 4,967 )

Total segment operating profit 165,294 145,942

All other ( 481 ) ( 81 )

Segment operating profit 173,337 139,056 470,615 401,265

Corporate, general, and administrative expenses ( 4,886 ) ( 5,557 )

2 unchanged sentences

Income before income tax expense $ 164,113 $ 137,693

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.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

(in thousands) 2025 2024

Additions to long-lived assets

Petroleum additives $ 20,274 $ 21,304

Specialty materials 888 1,437

All other 0 2

Corporate 1,092 540

Total additions to long-lived assets $ 22,254 $ 23,283

Depreciation and amortization

Petroleum additives $ 18,979 $ 19,074

Specialty materials 8,858 5,639

All other 12 11

Corporate 929 1,083

Total depreciation and amortization $ 28,778 $ 25,807

Pension Plans and Other Postretirement Benefits

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

(in thousands) Actual Cash Contributions for Nine Months Ended

September 30, 2024 Expected Remaining Cash Contributions for Year Ending

The table below shows cash contributions made during the three months ended March 31, 2025, as well as the remaining cash contributions we expect to make during the year ending December 31, 2025, for our domestic and foreign pension plans and domestic postretirement benefit plan.

(in thousands) Actual Cash Contributions for Three Months Ended

March 31, 2025 Expected Remaining Cash Contributions for Year Ending

December 31, 2025

4 unchanged sentences

Pension benefits 1,129 3,888

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

3 unchanged sentences

The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income.

Pension Benefits Postretirement Benefits

Third Quarter Ended September 30,

(in thousands) 2024 2023 2024 2023

Service cost $ 3,177 $ 2,482 $ 216 $ 130

Interest cost 5,997 4,587 372 404

Expected return on plan assets ( 14,030 ) ( 11,510 ) ( 191 ) ( 182 )

Amortization of prior service cost (credit) 47 127 ( 757 ) ( 757 )

Amortization of actuarial net (gain) loss ( 367 ) ( 376 ) ( 71 ) ( 55 )

Net periodic benefit cost (income) $ ( 5,176 ) $ ( 4,690 ) $ ( 431 ) $ ( 460 )

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pension Benefits Postretirement Benefits

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

Pension Benefits

Third Quarter Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

6 unchanged sentences

Earnings Per Share

We had 34,474 shares of nonvested restricted stock at September 30, 2024 and 34,071 shares of nonvested restricted stock at September 30, 2023 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

We had 38,275 shares of nonvested restricted stock at March 31, 2025 and 34,678 shares of nonvested restricted stock at March 31, 2024 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

The nonvested restricted stock is considered a participating security since the restricted stock contains nonforfeitable rights to dividends.

1 unchanged sentence

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

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Third Quarter Ended September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands, except per-share amounts) 2025 2024

6 unchanged sentences

Earnings per share - basic and diluted $ 13.26 $ 11.23

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

September 30,

2025 December 31,

4 unchanged sentences

Intangibles (Net of Amortization) and Goodwill

The net carrying amount of intangibles and goodwill was $ 757 million at September 30, 2024 and $ 125 million at December 31, 2023.

The net carrying amount of intangibles and goodwill was $ 744 million at March 31, 2025 and $ 750 million at December 31, 2024.

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands) Gross

4 unchanged sentences

Formulas and technology $ 60,000 $ 9,095 $ 60,000 $ 7,220

Contract 0 0 2,000 2,000

Customer bases 280,440 23,832 280,440 19,856

4 unchanged sentences

Of the total intangibles (net of amortization) and goodwill, $ 124 million is attributable to the petroleum additives segment and $ 620 million is attributable to the specialty materials segment.

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

The change in the gross carrying amount between December 31, 2024 and March 31, 2025 is due to the foreign currency fluctuation on goodwill in the petroleum additives segment.

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

There is no accumulated goodwill impairment.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense was (in thousands):

Third quarter ended September 30, 2024 $ 6,351

Nine months ended September 30, 2024 18,111

Third quarter ended September 30, 2023 748

Nine months ended September 30, 2023 1,459

Three months ended March 31, 2025 6,351

Three months ended March 31, 2024 5,372

Estimated amortization expense for the remainder of 2025, as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands):

2025 $ 19,053

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.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-term Debt

(in thousands) September 30,

(in thousands) March 31,

2025 December 31,

9 unchanged sentences

The 3.78 % senior notes are unsecured and were issued in a 2017 private placement with The Prudential Insurance Company of America and certain other purchasers.

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

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

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.

NewMarket is required to repay the principal amount borrowed under the term loan in full at maturity.

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 were in compliance with all covenants under all issuances of senior notes as of March 31, 2025 and December 31, 2024.

Term Loan Credit Agreement - The term loan credit agreement is unsecured, has a borrowing capacity of $ 250 million, a term of two years, and matures on January 22, 2026.

We borrowed the entire $ 250 million available under the term loan credit agreement and 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 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 NewMarket.

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.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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 NewMarket's 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 dated as of 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.

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

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

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

The average interest rate for borrowings under the revolving credit agreements in place during a given period was 6.6 % during the first nine months of 2024 and 6.2 % during the year ended December 31, 2023.

Outstanding borrowings under the applicable revolving credit facility amounted to $ 191 million at September 30, 2024 and none at December 31, 2023.

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

The unused portion of the applicable revolving credit facility amounted to $ 707 million at September 30, 2024 and $ 898 million at December 31, 2023.

We were in compliance with all covenants under the term loan credit agreement as of March 31, 2025 and December 31, 2024.

Revolving Credit Facility - The revolving credit facility has a borrowing capacity of $ 900 million, a term of five years, and matures on January 22, 2029.

The obligations under the revolving credit facility are unsecured.

The average interest rate for borrowings under the revolving credit agreement was 5.6 % during the first three months of 2025 and 6.5 % during the year ended December 31, 2024.

Outstanding borrowings under the revolving credit facility amounted to $ 146 million at March 31, 2025 and $ 77 million at December 31, 2024.

Outstanding letters of credit amounted to approximately $ 4 million at both March 31, 2025 and December 31, 2024.

The unused portion of the revolving credit facility amounted to $ 750 million at March 31, 2025 and $ 819 million at December 31, 2024.

We were in compliance with all covenants under the revolving credit facility as of March 31, 2025 and December 31, 2024.

Commitments and Contingencies

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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 September 30, 2024 and December 31, 2023.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 11 million at both March 31, 2025 and December 31, 2024.

Of the total accrual, the current portion is included in accrued expenses and the noncurrent portion is included in other noncurrent liabilities on the Condensed Consolidated Balance Sheets .

Our more significant environmental sites include a former plant site in 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 above at both September 30, 2024 and December 31, 2023, using discount rates ranging from 3 % to 9 % for both periods.

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

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

Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

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

Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 8 million of the total accrual above at March 31, 2025 and $ 9 million at December 31, 2024, using discount rates ranging from 3 % to 9 % for both periods.

The aggregate undiscounted amount for these sites was $ 10 million at March 31, 2025 and $ 11 million at December 31, 2024.

At March 31, 2025, we had commitments of approximately $ 3 million for finance leases that have not yet commenced.

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, consist of the following:

(in thousands) Pension Plans

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Other comprehensive income (loss) ( 860 ) ( 6,943 ) ( 7,803 )

Balance at September 30, 2023 $ 50,661 $ ( 117,443 ) $ ( 66,782 )

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

Balance at December 31, 2024 $ 151,958 $ ( 119,088 ) $ 32,870

2 unchanged sentences

Other comprehensive income (loss) ( 1,489 ) 12,515 11,026

Balance at September 30, 2024 $ 75,815 $ ( 90,459 ) $ ( 14,644 )

Balance at March 31, 2025 $ 150,469 $ ( 106,573 ) $ 43,896

(a) The pension plan and other postretirement benefit components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income).

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Fair Value Measurements

The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $ 80 million at September 30, 2024 and $ 112 million at December 31, 2023.

The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $ 118 million at March 31, 2025 and $ 77 million at December 31, 2024.

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

No material events occurred during the nine months ended September 30, 2024 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

No material events occurred during the three months ended March 31, 2025 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

NEWMARKET CORPORATION AND SUBSIDIARIES

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The estimated fair value of our long-term debt is shown in the table below and is based primarily on estimated current rates available to us for debt of the same remaining duration and adjusted for nonperformance risk and credit risk.

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

The estimated fair value of our publicly traded outstanding senior notes included in the table below is based on the last quoted price closest to March 31, 2025.

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands) Carrying

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Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No.

2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures" (ASU 2023-07).

ASU 2023-07 requires expanded disclosures about reportable segments including additional information on segment expenses, expanded interim period disclosures, and an explanation of how the chief operating decision maker utilizes segment information in evaluating segment performance.

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

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

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

In December 2023, the FASB issued Accounting Standards Update No.

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No.

2023-09, "Income Taxes (Topic 740):

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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 reporting period beginning January 1, 2025.

ASU 2023-09 was effective for our annual reporting period beginning January 1, 2025.

The required disclosures will be included in our 2025 Annual Report on Form 10-K.

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.

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

What changed 10-Q

Item 1. Financial Statements