false000128263700012826372025-02-032025-02-03

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2025
  
NEWMARKET CORPORATION
(Exact name of registrant as specified in its charter)
 
Virginia1-3219020-0812170
(State or other jurisdiction of
incorporation or organization)		(Commission File Number)(IRS Employer
Identification No.)
330 South Fourth Street 
Richmond,Virginia 23219
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (804) 788-5000  
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, with no par valueNEUNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
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. ☐


Item 2.02.    Results of Operations and Financial Condition
On February 3, 2025, NewMarket Corporation (the “Company”) issued a press release regarding its earnings for the fourth quarter and year ended December 31, 2024. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.     Financial Statements and Exhibits
 
(d) Exhibits.
Press release regarding earnings issued by the Company on February 3, 2025.
Exhibit 104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 3, 2025
 
NEWMARKET CORPORATION
By:/s/ Timothy K. Fitzgerald
Timothy K. Fitzgerald
Vice President and Chief Financial Officer



EXHIBIT 99.1

NewMarket Corporation Reports Fourth Quarter and Full Year 2024 Results

•Full Year Net Income of $462 Million and Earnings Per Share of $48.22
•Full Year Petroleum Additives Operating Profit of $592 Million
•AMPAC Sales for 2024 Surpass Pre-Acquisition Expectations
•Debt Reduction of $373 Million since AMPAC Acquisition

Richmond, VA, February 3, 2025 – NewMarket Corporation (NYSE:NEU) Chairman and Chief Executive Officer, Thomas E. Gottwald, released the following earnings report of the Company’s operations for the fourth quarter and full year of 2024.

Net income for the fourth quarter of 2024 was $110.7 million, or $11.56 per share, compared to net income of $80.4 million, or $8.38 per share, for the same period last year. Net income for 2024 was $462.4 million, or $48.22 per share, compared to $388.9 million, or $40.44 per share, for 2023.

Petroleum additives sales for the fourth quarter of 2024 were $626.1 million, compared to $642.0 million for the same period in 2023. Petroleum additives operating profit for the fourth quarter of 2024 was $135.7 million, compared to $110.4 million for the fourth quarter of 2023. The increase in petroleum additives operating profit was primarily driven by lower operating costs. Our continued focus on operational efficiency enabled these cost savings, while still making investments in technology solutions for our customers. These gains were partially offset by a decrease in shipments, as our customers managed year-end inventory levels.

Sales for the petroleum additives segment for 2024 were $2.6 billion, compared to $2.7 billion in 2023. Petroleum additives operating profit for 2024 was $591.9 million, compared to $514.4 million for 2023. The increase in operating profit between these periods was primarily due to lower operating costs from our efficiency efforts, as well as lower raw material costs partially offset by lower selling prices. Shipments were flat in 2024 compared to 2023, with a small increase in lubricant additives shipments offset by a decline in fuel additives shipments.

We are pleased with the strong performance of our petroleum additives business in 2024 and continue to see favorable results from our ongoing efficiency initiatives. Our priorities for 2025 include continuing to invest in technology to meet customer needs, enhancing our operational efficiency to sustain those investments, optimizing inventory levels and improving our portfolio profitability.

We completed the acquisition of American Pacific Corporation (AMPAC) on January 16, 2024. We report the financial results of our AMPAC business in our specialty materials segment. Specialty materials sales were $27.1 million for the fourth quarter of 2024 and $141.2 million for the full year of 2024, surpassing our pre-acquisition expectations. Specialty materials operating profit was $1.5 million for the fourth quarter of 2024 and $17.5 million for the full year of 2024.

The specialty materials full year 2024 results include the sale of AMPAC finished goods inventory that we acquired at closing. The acquired inventory was recorded at fair value on the acquisition date and sold during 2024, generating no margin.

Our operations generated strong cash flows during 2024. We paid dividends of $95.9 million, funded capital expenditures of $57.3 million, and repurchased common stock for $31.9 million. Since the AMPAC acquisition, we


have made net payments of $373.0 million on our revolving credit facility. As of December 31, 2024, our Net Debt to EBITDA ratio was 1.2, which is below our target operating range of 1.5 to 2.0.

As we look forward to 2025 and beyond, we expect continued strength in both our petroleum additives and specialty materials segments. Our dedicated team continues to make decisions to promote long-term value for our shareholders and customers, and remains focused on our long-term objectives. We believe the fundamentals of how we run our business - a long-term view, safety-first culture, customer-focused solutions, technology-driven product offerings, and world-class supply chain capability - will continue to be beneficial for all our stakeholders.

Sincerely,
Thomas E. Gottwald

The petroleum additives segment consists of the North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and Europe/Middle East/Africa/India (Europe or EMEAI) regions. The specialty materials segment, which consists of the AMPAC business, operates primarily in North America.

The Company has disclosed the non-GAAP financial measures EBITDA, Net Debt, and Net Debt to EBITDA, as well as the related calculations in the schedules included with this earnings release. EBITDA is defined as income from continuing operations before the deduction of interest and financing expenses, income taxes, depreciation (on property, plant, and equipment) and amortization (on intangibles and lease right-of-use assets). Net Debt is defined as long-term debt, including current maturities, less cash and cash equivalents. Net Debt to EBITDA is defined as Net Debt divided by EBITDA for the rolling four quarters ended as of the specified date. The Company believes that even though these items are not required by or presented in accordance with United States generally accepted accounting principles (GAAP), these additional measures enhance understanding of the Company’s performance and period to period comparability. The Company believes that these items should not be considered an alternative to our results determined under GAAP.

As a reminder, a conference call and webcast is scheduled for 3:00 p.m. ET on Tuesday, February 4, 2025, to review fourth quarter and full year 2024 financial results. You can access the conference call live by dialing 1-888-506-0062 (domestic) or 1-973-528-0011 (international) and requesting the NewMarket conference call. To avoid delays, callers should dial in five minutes early. A teleconference replay of the call will be available until Tuesday, February 11, 2025, at 3:00 p.m. ET by dialing 1-877-481-4010 (domestic) or 1-919-882-2331 (international). The replay passcode number is 51799. The call will also be broadcast via the internet and can be accessed through the Company’s website at www.newmarket.com or www.webcaster4.com/Webcast/Page/2001/51799. A webcast replay will be available for 30 days.

NewMarket Corporation is a holding company operating through its subsidiaries, Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), and American Pacific Corporation (AMPAC). The Afton and Ethyl companies develop, manufacture, blend, and deliver chemical additives that enhance the performance of petroleum products. AMPAC is a manufacturer of specialty materials primarily used in solid rocket motors for the aerospace and defense industries. The NewMarket family of companies has a long-term commitment to its people, to safety, to providing innovative solutions for its customers, and to making the world a better place.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

Factors that could cause actual results to differ materially from expectations include, but are not limited to, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industries; failure to protect our intellectual property rights; sudden, sharp, or prolonged raw material price increases; competition from other manufacturers; current and future governmental regulations; the loss of significant customers;


termination or changes to contracts with contractors and subcontractors of the U.S. government or directly with the U.S. government; failure to attract and retain a highly-qualified workforce; an information technology system failure or security breach; the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, wars and health-related epidemics; risks related to operating outside of the United States; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from acquisitions, or our inability to successfully integrate acquisitions into our business; the underperformance of our pension assets resulting in additional cash contributions to our pension plans; and other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, which are available to shareholders at www.newmarket.com.

You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.


FOR INVESTOR INFORMATION CONTACT:
Timothy K. Fitzgerald
Investor Relations
Phone: 804.788.5555
Email:investorrelations@newmarket.com


NEWMARKET CORPORATION AND SUBSIDIARIES
SEGMENT RESULTS AND OTHER FINANCIAL INFORMATION
(In thousands, except per-share amounts, unaudited)
Fourth Quarter Ended
December 31,		Twelve Months Ended
December 31,
2024202320242023
Net Sales:
Petroleum additives$626,138 $642,030 $2,636,242 $2,689,709 
Specialty materials27,092 0 141,243 0 
All other 1,417 1,320 9,073 8,710 
Total$654,647 $643,350 $2,786,558 $2,698,419 
Segment operating profit:
Petroleum additives$135,658 $110,402 $591,854 $514,428 
Specialty materials1,485 0 17,452 0 
All other (735)(2,225)(2,283)(4,986)
Segment operating profit136,408 108,177 607,023 509,442 
Corporate unallocated expense(3,837)(6,457)(17,332)(26,147)
Interest and financing expenses(11,645)(7,110)(57,366)(37,359)
Other income (expense), net13,323 10,012 51,782 43,026 
Income before income tax expense$134,249 $104,622 $584,107 $488,962 
Net income$110,739 $80,410 $462,413 $388,864 
Earnings per share - basic and diluted$11.56 $8.38 $48.22 $40.44 








NEWMARKET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per-share amounts, unaudited)
Fourth Quarter Ended December 31,Twelve Months Ended
December 31,
2024202320242023
Net sales$654,647 $643,350 $2,786,558 $2,698,419 
Cost of goods sold446,961 466,224 1,900,212 1,925,906 
Gross profit207,686 177,126 886,346 772,513 
Selling, general, and administrative expenses42,083 36,799 171,412 151,470 
Research, development, and testing expenses32,842 38,990 124,898 137,998 
Operating profit132,761 101,337 590,036 483,045 
Interest and financing expenses, net11,645 7,110 57,366 37,359 
Other income (expense), net13,133 10,395 51,437 43,276 
Income before income tax expense134,249 104,622 584,107 488,962 
Income tax expense23,510 24,212 121,694 100,098 
Net income$110,739 $80,410 $462,413 $388,864 
Earnings per share - basic and diluted$11.56 $8.38 $48.22 $40.44 
Cash dividends declared per share$2.50 $2.25 $10.00 $8.85 





NEWMARKET CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts, unaudited)
December 31,
2024		December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$77,476 $111,936 
Trade and other accounts receivable, less allowance for credit losses395,450 432,349 
Inventories505,426 456,234 
Prepaid expenses and other current assets51,203 39,051 
Total current assets1,029,555 1,039,570 
Property, plant, and equipment, net735,361 654,747 
Intangibles (net of amortization) and goodwill750,424 124,642 
Prepaid pension cost490,418 370,882 
Operating lease right-of-use assets, net71,253 70,823 
Deferred charges and other assets52,530 48,207 
Total assets$3,129,541 $2,308,871 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable$225,874 $231,137 
Accrued expenses89,277 76,546 
Dividends payable22,037 19,212 
Income taxes payable15,798 6,131 
  Operating lease liabilities 15,337 15,074 
Other current liabilities6,155 16,064 
Total current liabilities374,478 364,164 
Long-term debt971,281 643,622 
Operating lease liabilities - noncurrent54,754 55,058 
Other noncurrent liabilities267,445 168,966 
Total liabilities1,667,958 1,231,810 
Shareholders' equity:
Common stock and paid-in capital (with no par value; issued and outstanding shares - 9,524,789 at December 31, 2024 and 9,590,086 at December 31, 2023)
0 2,130 
Accumulated other comprehensive income (loss)32,870 (21,071)
Retained earnings1,428,713 1,096,002 
Total shareholders' equity1,461,583 1,077,061 
Total liabilities and shareholders' equity$3,129,541 $2,308,871 



NEWMARKET CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED CASH FLOW DATA
(In thousands, unaudited)
Twelve Months Ended
December 31,
20242023
Net income$462,413 $388,864 
Depreciation and amortization116,957 78,010 
Cash pension and postretirement contributions(11,814)(10,219)
Working capital changes(23,332)134,280 
Deferred income tax benefit(12,799)(14,750)
Capital expenditures(57,319)(48,293)
Acquisition of business, net of cash acquired(681,479)0 
Net borrowings (repayments) under revolving credit facility77,000 (361,000)
Proceeds from term loan250,000 0
Dividends paid(95,902)(85,034)
Debt issuance costs(2,251)0
Repurchases of common stock(31,914)(42,864)
All other(24,020)4,230 
(Decrease) increase in cash and cash equivalents$(34,460)$43,224 


NEWMARKET CORPORATION AND SUBSIDIARIES
NON-GAAP FINANCIAL INFORMATION
(In thousands, unaudited)
Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)
Fourth Quarter Ended December 31,Twelve Months Ended
December 31,
2024202320242023
Net Income$110,739 $80,410 $462,413 $388,864 
Add:
Interest and financing expenses, net11,645 7,110 57,366 37,359 
Income tax expense23,510 24,212 121,694 100,098 
Depreciation and amortization33,385 19,997 116,957 76,620 
EBITDA$179,279 $131,729 $758,430 $602,941 
Net Debt to EBITDA
December 31,
2024		December 31,
2023
Long-term debt, including current maturities$971,281 $643,622 
Less: Cash and cash equivalents77,476 111,936 
Net Debt$893,805 $531,686 
Net Debt to EBITDA1.20.9



v3.25.0.1
Document and Entity Information
Feb. 03, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 03, 2025
Entity Registrant Name NEWMARKET CORPORATION
Entity Central Index Key 0001282637
Entity Incorporation, State or Country Code VA
Entity File Number 1-32190
Entity Tax Identification Number 20-0812170
Entity Address, Address Line One 330 South Fourth Street
Entity Address, City or Town Richmond,
Entity Address, State or Province VA
Entity Address, Postal Zip Code 23219
City Area Code 804
Local Phone Number 788-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, with no par value
Trading Symbol NEU
Security Exchange Name NYSE
Entity Emerging Growth Company false
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