NEWMARKET CORP 10-Q

ITEM 1. Financial Statements NEWMARKET CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands, except per-share amounts) Three Months Ended March 31, 2025 2024 Net sales $ 700,946 $ 696,736 Cost of goods sold 464,923 480,371 Gross profit 236,023 216,365 Selling, general, and administrative expenses 42,978 44,365 Research, development, and testing expenses 33,176 31,200 Operating profit 159,869 140,800 Interest and financing expenses, net 10,700 15,654 Other income (expense), net 14,944 12,547 Income before income tax expense 164,113 137,693 Income tax expense 38,164 29,961 Net income $ 125,949 $ 107,732 Earnings per share - basic and diluted $ 13.26 $ 11.23 Cash dividends declared per share $ 2.75 $ 2.50 See accompanying Notes to Condensed Consolidated Financial Statements 4 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands) Three Months Ended March 31, 2025 2024 Net income $ 125,949 $ 107,732 Other comprehensive income (loss): Pension plans and other postretirement benefits: Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 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 $( 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 $ 496 in the first quarter 2025 and $( 238 ) in the first quarter 2024 12,515 ( 6,943 ) Other comprehensive income (loss) 11,026 ( 7,803 ) Comprehensive income $ 136,975 $ 99,929 See accompanying Notes to Condensed Consolidated Financial Statements 5 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share amounts) March 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 118,253 $ 77,476 Trade and other accounts receivable, less allowance for credit losses 463,337 395,450 Inventories 489,759 505,426 Prepaid expenses and other current assets 52,415 51,203 Total current assets 1,123,764 1,029,555 Property, plant, and equipment, net 734,580 735,361 Intangibles (net of amortization) and goodwill 744,126 750,424 Prepaid pension cost 503,042 490,418 Operating lease right-of-use assets, net 75,197 71,253 Deferred charges and other assets 52,215 52,530 Total assets $ 3,232,924 $ 3,129,541 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 249,757 $ 225,874 Accrued expenses 70,463 89,277 Dividends payable 21,698 22,037 Income taxes payable 32,261 15,798 Operating lease liabilities 16,303 15,337 Other current liabilities 5,775 6,155 Total current liabilities 396,257 374,478 Long-term debt 990,555 971,281 Operating lease liabilities-noncurrent 58,100 54,754 Other noncurrent liabilities 268,516 267,445 Total liabilities 1,713,428 1,667,958 Commitments and contingencies (Note 10) Shareholders’ equity: Common stock and paid-in capital (with no par value; authorized shares - 80,000,000 ; issued and outstanding shares - 9,434,506 at March 31, 2025 and 9,524,789 at December 31, 2024) 0 0 Accumulated other comprehensive income 43,896 32,870 Retained earnings 1,475,600 1,428,713 Total shareholders’ equity 1,519,496 1,461,583 Total liabilities and shareholders’ equity $ 3,232,924 $ 3,129,541 See accompanying Notes to Condensed Consolidated Financial Statements 6 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (in thousands, except share and per-share amounts) Common Stock and Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders’ Equity Shares Amount Balance at December 31, 2023 9,590,086 $ 2,130 $ ( 21,071 ) $ 1,096,002 $ 1,077,061 Net income 107,732 107,732 Other comprehensive income (loss) ( 7,803 ) ( 7,803 ) Cash dividends ($ 2.50 per share) ( 23,986 ) ( 23,986 ) Tax withholdings related to stock-based compensation ( 1,816 ) ( 1,118 ) ( 1,118 ) Stock-based compensation 5,980 394 8 402 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 Net income 125,949 125,949 Other comprehensive income (loss) 11,026 11,026 Cash dividends ($ 2.75 per share) ( 26,057 ) ( 26,057 ) Repurchases of common stock ( 96,846 ) ( 488 ) ( 52,003 ) ( 52,491 ) Tax withholdings related to stock-based compensation ( 1,846 ) 0 ( 1,002 ) ( 1,002 ) Stock-based compensation 8,409 488 0 488 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 7 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31, 2025 2024 Cash and cash equivalents at beginning of year $ 77,476 $ 111,936 Cash flows from operating activities: Net income 125,949 107,732 Adjustments to reconcile net income to cash provided from operating activities: Depreciation and amortization 28,778 25,807 Deferred income tax expense (benefit) 505 ( 3,899 ) Working capital changes ( 26,590 ) ( 21,434 ) Cash pension and postretirement contributions ( 2,374 ) ( 2,727 ) Other, net ( 5,955 ) ( 2,640 ) Cash provided from (used in) operating activities 120,313 102,839 Cash flows from investing activities: Capital expenditures ( 13,016 ) ( 13,564 ) Acquisition of business (net of $ 15,580 of cash acquired) 0 ( 683,924 ) Cash provided from (used in) investing activities ( 13,016 ) ( 697,488 ) Cash flows from financing activities: Net borrowings under revolving credit facility 69,000 386,000 Principal payment on 3.78 % senior notes ( 50,000 ) 0 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 ) Other, net ( 4,345 ) ( 8,372 ) Cash provided from (used in) financing activities ( 68,466 ) 601,391 Effect of foreign exchange on cash and cash equivalents 1,946 ( 1,612 ) Increase in cash and cash equivalents 40,777 5,130 Cash and cash equivalents at end of period $ 118,253 $ 117,066 See accompanying Notes to Condensed Consolidated Financial Statements 8 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Financial Statement Presentation In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of March 31, 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 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. 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, 2024 (2024 Annual Report), as filed with the SEC. 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. Supplier Finance Program 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 any arrangement between our vendors 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. At both March 31, 2025 and December 31, 2024, the amount of confirmed invoices under the supplier finance program was not material. 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 9 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 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 Statements of Income for the three months ended March 31, 2024. 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 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 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) Consolidated Three Months Ended March 31, 2024 Net sales $ 701,836 Income before income taxes 140,004 10 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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. 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. Some of our contracts also include variable consideration in the form of rebates, tiered pricing, and/or business development funds. We regularly review these and make adjustments when necessary, recognizing the full amount of any adjustment in the period identified. The following table provides information on our net sales by geographic area. Information on net sales by segment is presented in Note 4. Three Months Ended March 31, (in thousands) 2025 2024 Net sales United States $ 270,876 $ 248,236 Europe, Middle East, Africa, India 201,676 208,939 Asia Pacific 147,436 156,099 Other foreign 80,958 83,462 Net sales $ 700,946 $ 696,736 4. 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. 11 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Three Months Ended March 31, (in thousands) 2025 2024 Net sales Petroleum additives Lubricant additives $ 559,178 $ 571,915 Fuel additives 86,376 105,349 Total 645,554 677,264 Specialty materials 53,721 17,047 All other 1,671 2,425 Total net sales $ 700,946 $ 696,736 Segment operating profit 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 ) Corporate, general, and administrative expenses ( 4,886 ) ( 5,557 ) Interest and financing expenses, net ( 10,700 ) ( 15,654 ) Other income (expense), net 14,886 13,043 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. 12 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 5. Pension Plans and Other Postretirement Benefits 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 Domestic plans Pension benefits $ 832 $ 3,004 Postretirement benefits 413 696 Foreign plans Pension benefits 1,129 3,888 The tables below present information on net periodic benefit cost (income) for our domestic and foreign pension plans and domestic postretirement benefit plan. The service cost component of net periodic benefit cost (income) is reflected in cost of goods sold; selling, general, and administrative expenses; or research, development, and testing expenses, according to where other compensation costs arising from services rendered by the pertinent employee are recorded on the Consolidated Statements of Income. The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income. 13 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Domestic Pension Benefits Postretirement Benefits Three Months Ended March 31, (in thousands) 2025 2024 2025 2024 Service cost $ 2,857 $ 3,016 $ 139 $ 135 Interest cost 6,200 5,722 414 418 Expected return on plan assets ( 15,114 ) ( 13,541 ) ( 199 ) ( 192 ) Amortization of prior service cost (credit) 45 47 ( 757 ) ( 757 ) Amortization of actuarial net (gain) loss ( 1,012 ) ( 457 ) ( 70 ) ( 16 ) Net periodic benefit cost (income) $ ( 7,024 ) $ ( 5,213 ) $ ( 473 ) $ ( 412 ) Foreign Pension Benefits Three Months Ended March 31, (in thousands) 2025 2024 Service cost $ 807 $ 1,087 Interest cost 1,631 1,618 Expected return on plan assets ( 3,877 ) ( 3,333 ) Amortization of prior service cost (credit) 35 35 Amortization of actuarial net (gain) loss ( 247 ) ( 7 ) Net periodic benefit cost (income) $ ( 1,651 ) $ ( 600 ) 6. Earnings Per Share 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. As such, we use the two-class method to compute basic and diluted earnings per share for all periods presented since this method yields the most dilutive result. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share. Three Months Ended March 31, (in thousands, except per-share amounts) 2025 2024 Earnings per share numerator: Net income attributable to common shareholders before allocation of earnings to participating securities $ 125,949 $ 107,732 Earnings allocated to participating securities ( 480 ) ( 373 ) Net income attributable to common shareholders after allocation of earnings to participating securities $ 125,469 $ 107,359 Earnings per share denominator: Weighted-average number of shares of common stock outstanding - basic and diluted 9,460 9,557 Earnings per share - basic and diluted $ 13.26 $ 11.23 14 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7. Inventories (in thousands) March 31, 2025 December 31, 2024 Finished goods and work-in-process $ 385,943 $ 403,459 Raw materials 78,012 77,258 Stores, supplies, and other 25,804 24,709 $ 489,759 $ 505,426 8. Intangibles (Net of Amortization) and Goodwill 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. March 31, 2025 December 31, 2024 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizing intangible assets Formulas and technology $ 60,000 $ 9,095 $ 60,000 $ 7,220 Customer bases 280,440 23,832 280,440 19,856 Trademarks and trade names 30,000 2,425 30,000 1,925 Water rights 29,392 29,392 Goodwill 379,646 379,593 $ 779,478 $ 35,352 $ 779,425 $ 29,001 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, 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. Amortization expense was (in thousands): 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 2026 25,404 2027 25,404 2028 25,355 2029 25,214 2030 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. 15 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 9. Long-term Debt (in thousands) March 31, 2025 December 31, 2024 Senior notes - 2.70 % due 2031 (net of related deferred financing costs) $ 394,727 $ 394,506 Senior notes - 3.78 % due 2029 200,000 250,000 Term loan (net of related deferred financing costs) 249,828 249,775 Revolving credit facility 146,000 77,000 $ 990,555 $ 971,281 Senior Notes - The 2.70 % senior notes, which were issued in 2021, are unsecured with an aggregate principal amount of $ 400 million. The offer and sale of the notes were registered under the Securities Act of 1933, as amended. 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 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. 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. 10. Commitments and Contingencies Legal Matters We are involved in legal proceedings that are incidental to our business and may include administrative or judicial actions. Some of these legal proceedings involve governmental authorities and relate to environmental matters. For further information, see Environmental below. While it is not possible to predict or determine with certainty the outcome of any legal proceeding, we believe the outcome of any of these proceedings, or all of them combined, will not result in a material adverse effect on our consolidated results of operations, financial condition, or cash flows. 16 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 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 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 $ 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. Leases At March 31, 2025, we had commitments of approximately $ 3 million for finance leases that have not yet commenced. 11. 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 and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2023 $ 79,966 $ ( 101,037 ) $ ( 21,071 ) Other comprehensive income (loss) before reclassifications 0 ( 6,943 ) ( 6,943 ) Amounts reclassified from accumulated other comprehensive loss (a) ( 860 ) 0 ( 860 ) Other comprehensive income (loss) ( 860 ) ( 6,943 ) ( 7,803 ) Balance at March 31, 2024 $ 79,106 $ ( 107,980 ) $ ( 28,874 ) Balance at December 31, 2024 $ 151,958 $ ( 119,088 ) $ 32,870 Other comprehensive income (loss) before reclassifications 0 12,515 12,515 Amounts reclassified from accumulated other comprehensive loss (a) ( 1,489 ) 0 ( 1,489 ) Other comprehensive income (loss) ( 1,489 ) 12,515 11,026 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). See Note 5 in this Quarterly Report on Form 10-Q and Note 18 in our 2024 Annual Report for further information. 12. Fair Value Measurements 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 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. 17 Table of Contents NEWMARKET CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Long-term debt – We record the carrying amount of our long-term debt at historical cost, less deferred financing costs related to our outstanding senior notes and term loan. The estimated fair value of our long-term debt is shown in the table below and is based primarily on estimated current rates available to us for debt of the same remaining duration and adjusted for nonperformance risk and credit risk. The estimated fair value of our publicly traded outstanding senior notes included in the table below is based on the last quoted price closest to March 31, 2025. The fair value of our debt instruments is classified as Level 2 in the fair value hierarchy. March 31, 2025 December 31, 2024 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt $ 990,555 $ 939,062 $ 971,281 $ 906,925 13. 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 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. 18 Table of Contents