neu-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2025


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

For the transition period from to

Commission File Number 1-32190

NEWMARKET CORPORATION

(Exact name of registrant as specified in its charter)


Virginia		20-0812170
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

330 South Fourth Street		23219-4350
Richmond,	Virginia
(Address of principal executive offices)		(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, with no par value	NEU	New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


			Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited)
Consolidated Statements of Income - Three Months Ended March 31, 2025 and March 31, 2024			4
Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2025 and March 31, 2024			5
Condensed Consolidated Balance Sheets - March 31, 2025 and December 31, 2024			6
Consolidated Statements of Shareholders' Equity - Three Months Ended March 31, 2025 and March 31, 2024			7
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2025 and March 31, 2024			8
Notes to Condensed Consolidated Financial Statements			9
Financial Statement Presentation			9
Acquisition of Business			9
Net Sales			11
Segment Information			11
Pension Plans and Other Postretirement Benefits			13
Earnings Per Share			14
Inventories			15
Intangibles (Net of Amortization) and Goodwill			15
Long-term Debt			16
Commitments and Contingencies			16
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss			17
Fair Value Measurements			17
Recent Accounting Pronouncements			18
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			24
ITEM 4. Controls and Procedures			24
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings			26
ITEM 2 . Unregistered Sales of Equity Securities and Use of Proceeds			26
ITEM 5. Other Information			26
ITEM 6. Exhibits			26
SIGNATURES			27


(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


(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


(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


(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


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


	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


AMPAC	January 16 to March 31, 2024
Net sales	$	17,047
Loss before income taxes	(5,001)


Pro Forma Supplemental Information (unaudited) (in thousands)

Consolidated	Three Months Ended March 31, 2024
Net sales	$	701,836
Income before income taxes	140,004


(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


(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


	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


	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


	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


	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)


	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



Three months ended March 31, 2025			6,351

Three months ended March 31, 2024			5,372


2025	$	19,053
2026	25,404
2027	25,404
2028	25,355
2029	25,214
2030	25,214


(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


	Three Months Ended March 31,
(in millions)		2025		2024
Petroleum additives
Lubricant additives		$	559.2	$	571.9
Fuel additives		86.3		105.4
Total		645.5		677.3
Specialty materials		53.7		17.0
All other		1.7		2.4
Net sales		$	700.9	$	696.7


(in millions)	Three Months
Period ended March 31, 2024	$	677.3
Lubricant additives shipments	(19.2)
Fuel additives shipments	(21.2)
Selling prices, including product mix	14.0
Foreign currency impact, net	(5.4)
Period ended March 31, 2025	$	645.5


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 to January 31	0	$	0.00	0	$	500,000,000
February 1 to February 28	39,081	528.36		39,081	479,351,207
March 1 to March 31	57,765	542.76		57,765	447,998,582
Total	96,846	$	536.95	96,846	$	447,998,582


Exhibit 3.1			Articles of Incorporation Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed April 30, 2012)
Exhibit 3.2			NewMarket Corporation Bylaws Amended and Restated effective August 6, 2015 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1- 32190) filed August 6, 2015)
Exhibit 31(a)			Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald
Exhibit 31(b)			Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Timothy K. Fitzgerald
Exhibit 32(a)			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Thomas E. Gottwald
Exhibit 32(b)			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Timothy K. Fitzgerald
Exhibit 101			Inline XBRL Instance Document and Related Items (the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document)
Exhibit 104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


			NEWMARKET CORPORATION
			(Registrant)

Date: April 24, 2025			By: /s/ Timothy K. Fitzgerald
			Timothy K. Fitzgerald
			Vice President and
			Chief Financial Officer
			(Principal Financial Officer)

Date: April 24, 2025			By: /s/ Ann P. Pietrantoni
			Ann P. Pietrantoni
			Controller
			(Principal Accounting Officer)

SEC Form 10-Q filed by NewMarket Corp