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What changed in NEWMARKET CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NEWMARKET CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+262 added−240 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-14)

Top changes in NEWMARKET CORP's 2025 10-K

262 paragraphs added · 240 removed · 208 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

57 edited+21 added−11 removed60 unchanged
Biggest changeIn addition, we continue to maintain close interactions with regulatory, industry, and OEM leaders to guide our development of future fuel additives technologies based on well-defined market needs. Afton remains committed to providing the most advanced products, comprehensive testing programs, and superior technical solutions tailored to the needs of our customers and OEMs worldwide.
Biggest changeIn 2025, we continued to implement our latest gasoline and diesel technology. Our next generation diesel technology is more efficient and is designed not only for conventional, but also renewable diesel. In addition, we continue to maintain close interactions with regulatory, industry, and OEM leaders to guide our development of future fuel additives technologies based on well-defined market needs.
Lubricant additives are used in a wide variety of vehicle and industrial applications, including engine oils, transmission fluids, off-road powertrain and hydraulic systems, gear oils, hydraulic oils, and turbine oils, and virtually any other application where metal-to-metal moving parts are utilized.
Lubricant additives are used in a wide variety of vehicle and industrial applications, including engine oils, transmission fluids, off-road powertrain and hydraulic systems, gear oils, hydraulic oils, turbine oils, and virtually any other application where metal-to-metal moving parts are utilized.
Lubricant additives are organic and synthetic chemical components that enhance wear protection, prevent deposits, and protect against the hostile operating environment of an engine, transmission, axle, hydraulic pump, or industrial machine. Lubricants are widely used in operating machinery from transportation vehicles to heavy industrial equipment. Lubricants provide a layer of protection between moving mechanical parts.
Lubricant additives are organic and synthetic chemical components that enhance wear protection, prevent deposits, and protect against the hostile operating environment of an engine, transmission, axle, hydraulic pump, or industrial machine. Lubricants are widely used in operating machinery from transportation vehicles to heavy industrial equipment to provide a layer of protection between moving mechanical parts.
Lubricant additive components are generally classified based upon their intended functionality, including: • detergents, which clean moving parts of engines and machines, suspend oil contaminants and combustion by-products, and absorb acidic combustion products; • dispersants, which serve to inhibit the formation of sludge and particulates; • extreme pressure/antiwear agents, which reduce wear on moving engine and machinery parts; 4 Table of Contents • viscosity index modifiers, which improve the viscosity and temperature characteristics of lubricants and help the lubricant flow evenly to all parts of an engine or machine; and • antioxidants, which prevent oil from degrading over time.
Lubricant additive components are generally classified based upon their intended functionality, including: • detergents, which clean moving parts of engines and machines, suspend oil contaminants and combustion by-products, and absorb acidic combustion products; • dispersants, which serve to inhibit the formation of sludge and particulates; 4 Table of Contents • extreme pressure/antiwear agents, which reduce wear on moving engine and machinery parts; • viscosity index modifiers, which improve the viscosity and temperature characteristics of lubricants and help the lubricant flow evenly to all parts of an engine or machine; and • antioxidants, which prevent oil from degrading over time.
In line with Afton’s vision, we continue to focus our technology to make the world a better place by reducing the use of chemicals of concern, using more raw materials from sustainable sources, developing additives that enable some of the world’s most fuel efficient fluids, creating fuel additives that enable engines to be more efficient, and being a market leader in transmission fluids for full battery electric vehicles.
In line with Afton’s vision, we continue to focus our technology to make the world a better place by reducing the use of chemicals of concern, using more raw materials from sustainable sources, developing additives that enable some of the world’s most energy efficient fluids, creating fuel additives that enable engines to be more efficient, and being a market leader in transmission fluids for full battery electric vehicles.
All Other - The “All other” category includes the operations of the antiknock compounds business (primarily sales of antiknock compounds in North America), as well as certain contracted manufacturing and related services performed by Ethyl. The Ethyl facility is located in Houston, Texas and is substantially dedicated to terminal operations related to antiknock compounds and other fuel additives.
All Other - The “All other” category includes the operations of the antiknock compounds business (primarily sales of antiknock compounds in North America), as well as certain contracted manufacturing and related services performed by Ethyl. Our Ethyl facility is located in Houston, Texas and is substantially dedicated to terminal operations related to antiknock compounds and other fuel additives.
Driveline Additives - The driveline additives submarket is comprised of additives designed for products such as transmission fluids, axle fluids, and off-road powertrain fluids. This submarket shares in the 30% of the market not covered by engine oil additives.
Driveline Additives - The driveline additives submarket is comprised of additives designed for products such as transmission fluids, axle fluids, and off-road powertrain fluids. This submarket shares in the 30% of the market which is not covered by engine oil additives.
Approximately 1,100 were located in the United States, 400 were in the Europe/Middle East/Africa/India region, 300 were in the Asia Pacific region, and 200 were in the Latin America region. Approximately 20% of our workforce is represented by unions. When we hire new employees, our goal is that they stay with us for the remainder of their career.
Approximately 1,150 were located in the United States, 400 were in the Europe/Middle East/Africa/India region, 300 were in the Asia Pacific region, and 200 were in the Latin America region. Approximately 20% of our workforce is represented by unions. When we hire new employees, our goal is that they stay with us for the remainder of their career.
These products must conform to industry specifications, OEM requirements, and/or application and operating environment demands. Industrial additives are generally sold to oil companies, service dealers for after-market servicing, and distributors. 5 Table of Contents Key drivers of the industrial additives marketplace are gross domestic product levels and industrial production.
These products must 5 Table of Contents conform to industry specifications, OEM requirements, and/or application and operating environment demands. Industrial additives are generally sold to oil companies, service dealers for aftermarket servicing, and distributors. Key drivers of the industrial additives marketplace are gross domestic product levels and industrial production.
Our principal executive offices are located at 330 South Fourth Street, Richmond, Virginia, and our telephone number is (804) 788-5000. Business Segments For the periods presented in this Annual Report on Form 10-K, our business was composed of two segments, petroleum additives, which is primarily represented by Afton, and specialty materials, which is represented by AMPAC.
Our principal executive offices are located at 330 South Fourth Street, Richmond, Virginia, and our telephone number is (804) 788-5000. 3 Table of Contents Business Segments For the periods presented in this Annual Report on Form 10-K, our business was composed of two segments, petroleum additives, which is primarily represented by Afton, and specialty materials, which is represented by AMPAC and Calca.
They may be imposed on us in a range of situations without regard to 10 Table of Contents violation of law or regulations. They may also be imposed jointly and severally, where one party may be held liable for a disproportionate share of the damages, up to and including the entire loss.
They may be imposed on us in a range of situations without regard to violation of law or regulations. They may also be imposed jointly and severally, where one party may be held liable for a disproportionate share of the damages, up to and including the entire loss.
The antiknock compounds business of Ethyl is reflected in the “All other” category. Each of these is discussed below. 3 Table of Contents Petroleum Additives - Petroleum additives are used in lubricating oils and fuels to enhance their performance in machinery, vehicles, and other equipment.
The antiknock compounds business of Ethyl is reflected in the “All other” category. Each of these is discussed below. Petroleum Additives - Petroleum additives are used in lubricating oils and fuels to enhance their performance in machinery, vehicles, and other equipment.
In 2024, we continued to invest in and progress our technology plans and have a team focused on adjacent spaces that can utilize our chemistry and technology.
In 2025, we continued to invest in and progress our technology plans and have a team focused on adjacent spaces that can utilize our chemistry and technology.
Paliotti 48 President, Afton Chemical Corporation Our officers, at the discretion of the Board of Directors, hold office until the meeting of the Board of Directors following the next annual shareholders’ meeting. Mr. Gottwald and Mr. Hazelgrove have served in their capacity for at least the last five years. Mr. Fitzgerald, Mr. Jewett, Mrs. Pietrantoni, and Mr.
Paliotti 49 President, Afton Chemical Corporation Our officers, at the discretion of the Board of Directors, hold office until the meeting of the Board of Directors following the next annual shareholders’ meeting. Mr. Gottwald, Mr. Hazelgrove, and Mr. Jewett have served in their capacity for at least the last five years. Mr. Fitzgerald and Mr.
Our specialty materials segment is subject to the International Traffic in Arms Regulations, a set of U.S. government regulations that controls the export of defense and military technologies, and its international sales require export licenses on a case-by-case basis.
Certain portions of our specialty materials segment are subject to the International Traffic in Arms Regulations, a set of U.S. government regulations that controls the export of defense and military technologies, and its international sales require export licenses on a case-by-case basis.
In 2024, we continued to enhance our “Actively Caring” safety program, where people look out for the safety and welfare of others with courage and compassion, enabling the achievement of an injury-free environment. The NewMarket worldwide injury/illness recordable rate (which is the number of injuries per 200,000 hours worked) was 0.77 in 2024.
In 2025, we continued to enhance our “Actively Caring” safety program, where people look out for the safety and welfare of others with courage and compassion, enabling the achievement of an injury-free environment. The NewMarket worldwide injury/illness recordable rate (which is the number of injuries per 200,000 hours worked) was 1.10 in 2025.
We developed new products for the service-fill sector to provide our customers with 8 Table of Contents the latest additive technology available and continue to advance our market-leading and technology-leading battery electric vehicle transmission fluid which pushes the forefront of efficiency. We also provide leading technology in the fuel additives area.
We developed new products for the service-fill sector to provide our customers with the latest additive technology available and continue to advance our market-leading and technology-leading battery electric vehicle transmission fluid which pushes the forefront of compatibility, gear protection, and efficiency. We also provide leading technology in the fuel additives area.
The need to continually increase technology performance and lower cost through formulation technology and cost improvement programs is vital for success in this environment. 6 Table of Contents Specialty Materials - Our specialty materials segment is principally engaged in the production of perchlorates, which include several grades of ammonium perchlorate, sodium perchlorate, and potassium perchlorate.
The need to continually increase technology performance and lower cost through formulation technology and cost improvement programs is vital for success in this environment. 6 Table of Contents Specialty Materials - Our specialty materials segment is principally engaged in the production of both perchlorates, which include several grades of ammonium perchlorate, sodium perchlorate, and potassium perchlorate, and hydrazine, including Ultra Pure ® and high-purity hydrazine.
Dollar-denominated transactions, letters of credit, and prepaid transactions. With approximately 450 employees in research, development, and testing, Afton is dedicated to developing additive formulations that are tailored to our customers’ and the end-users’ specific needs. Afton’s portfolio of technologically-advanced, value-added products allows it to provide a full range of products, services, and solutions to its customers.
With almost 450 employees in research, development, and testing, Afton is dedicated to developing additive formulations that are tailored to our customers’ and the end-users’ specific needs. Afton’s portfolio of technologically-advanced, value-added products allows it to provide a full range of products, services, and solutions to its customers.
We also have several hundred trademark registrations throughout the world for our marks, including NewMarket ® , Afton Chemical ® , Ethyl ® , AMPAC ® , HiTEC ® , Passion for Solutions ® , Halotron ® , DriveMore ® , and Axcel ® .
We also have several hundred trademark registrations throughout the world for our marks, including NewMarket ® , Afton Chemical ® , Ethyl ® , AMPAC ® , HiTEC ® , Passion for Solutions ® , Halotron ® , ZeenClean ® , Scav-Ox ® , Ultra Pure ® , DriveMore ® , and Axcel ® .
Our SEC filings are available to the public on the SEC's website at www.sec.gov. 11 Table of Contents Information about our Executive Officers The names and ages of all executive officers as of February 14, 2025 follow. Name Age Positions Thomas E. Gottwald 64 Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer) Timothy K.
Our SEC filings are available to the public on the SEC's website at www.sec.gov. Information about our Executive Officers The names and ages of all executive officers as of February 12, 2026 follow. Name Age Positions Thomas E. Gottwald 65 Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer) Timothy K.
This includes launching our next generation wind turbine technology which maintains our technology leadership in this important and growing market, as well as important new industrial gear products. Research continued in our transmission fluid, axle oil, and tractor fluid product lines. This included the development of new OEM-specific additives used in factory-fill fluids installed during automotive component and vehicle assembly.
This includes launching our next generation hydraulic and gear technology which maintains our technology leadership in this important market. In the driveline additive submarket, research continued in our transmission fluid, axle oil, and tractor fluid product lines. This included the development of new OEM-specific additives used in factory-fill fluids installed during automotive component and vehicle assembly.
As new technology becomes available, it may be possible to reduce accrued amounts. While we believe that we are currently fully accrued for known environmental issues, it is possible that unexpected future costs could have a significant financial impact on our financial position, results of operations, and cash flows.
While we believe that we are currently fully accrued for known environmental issues, it is possible that unexpected future costs could have a significant financial impact on our financial position, results of operations, and cash flows.
Afton has operations in North America, Europe, Asia, Africa, and South America. The economies are generally stable in the countries where we do most of our business, although many of those countries experience economic challenges from time to time. In countries with more political or economic uncertainty, we generally minimize our risk of loss by utilizing U.S.
The economies are generally stable in the countries where we do most of our business, although many of those countries experience economic challenges from time to time. In countries with more political or economic uncertainty, we generally minimize our risk of loss by utilizing U.S. Dollar-denominated transactions, letters of credit, and prepaid transactions.
Specialty Materials - The primary raw materials for AMPAC are electricity, sodium chlorate, ammonia, and hydrochloric acid. Graphite is utilized in the fabrication of the electrolytic cells used in the manufacturing process and which are replaced on a periodic basis. All of the raw materials used in the manufacturing process are available in commercial quantities from multiple sources.
Graphite is utilized in the fabrication of the electrolytic cells used in the manufacturing process of perchlorates and is replaced on a periodic basis. All of the raw materials used in the manufacturing process are available in commercial quantities from multiple sources.
ITEM 1. BUSINESS NewMarket Corporation (NewMarket) (NYSE: NEU) is a holding company and is the parent company of Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), American Pacific Corporation (AMPAC), NewMarket Services Corporation (NewMarket Services), and NewMarket Development Corporation (NewMarket Development). We acquired AMPAC on January 16, 2024, for approximately $697 million.
ITEM 1. BUSINESS NewMarket Corporation (NewMarket) (NYSE: NEU) is a holding company and is the parent company of Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), American Pacific Corporation (AMPAC), Calca Solutions, LLC (Calca), NewMarket Services Corporation (NewMarket Services), and NewMarket Development Corporation (NewMarket Development). We acquired Calca on October 1, 2025.
We have policies and procedures in place that establish regular reviews of our regulatory and environmental compliance and product stewardship, and actively monitor any significant existing or potential regulatory changes or environmental issues that could materially affect us. Our total accruals for environmental remediation, dismantling, and decontamination were approximately $11 million at both December 31, 2024 and December 31, 2023.
We have policies and procedures in place that establish regular reviews of our regulatory and environmental compliance and product stewardship and actively monitor any significant existing or potential regulatory changes or environmental issues that could materially affect us.
Fitzgerald 48 Vice President and Chief Financial Officer (Principal Financial Officer) Bruce R. Hazelgrove, III 64 Executive Vice President and Chief Administrative Officer Bryce D. Jewett, III 50 Executive Vice President and General Counsel Ann P. Pietrantoni 46 Controller (Principal Accounting Officer) Brian D.
Fitzgerald 49 Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer ) Bruce R. Hazelgrove, III 65 Executive Vice President and Chief Administrative Officer Bryce D. Jewett, III 51 Executive Vice President and General Counsel Brian D.
In addition, we have acquired the rights under patents and inventions of others through licenses or otherwise. We take care to respect the intellectual property rights of others, and we believe our products do not infringe upon those rights. We vigorously participate in patent opposition proceedings around the world, where necessary, to secure a technology base free of infringement.
We take care to respect the intellectual property rights of others, and we believe our products do not infringe upon those rights. We vigorously participate in patent opposition proceedings around the world, where necessary, to secure a technology base free of infringement. We believe our patent position is strong, aggressively managed, and sufficient for the conduct of our business.
We place a high value on diverse thoughts, skills, perspectives, cultures, and knowledge because we believe that such diversity results in better business decision making. We employed approximately 2,060 people at the end of 2024.
Keeping our employees safe is a management priority. We have a diverse workforce, representative of the geographic regions in which we do business. We place a high value on diverse thoughts, skills, perspectives, cultures, and knowledge because we believe that such diversity results in better business decision making. We employed approximately 2,050 people at the end of 2025.
Each of our subsidiaries manages its own assets and liabilities. Afton manufactures and sells petroleum additives, while Ethyl markets antiknock compounds in North America and performs contracted manufacturing and related services. AMPAC is a manufacturer of specialty materials primarily used in solid rocket motors for the aerospace and defense industries.
Each of our subsidiaries manages its own assets and liabilities. Afton manufactures and sells petroleum additives, while Ethyl markets antiknock compounds in North America and performs contracted manufacturing and related services.
Our Responsible Care ® management systems are certified by an independent third-party auditing process. Additionally, Afton’s Feluy, Belgium; Suzhou, China; Tsukuba, Japan; Rio de Janeiro, Brazil; Bracknell, England; and Singapore facilities are all certified to the environmental standard ISO 14001. The Singapore site is also certified to ISO 45001, a global occupational health and safety standard.
Our Responsible Care® management systems are certified by independent third-party auditing processes. North American facilities within Ethyl and Afton have certified to RCMS and RC14001®, respectively. Additionally, Afton’s Feluy, Belgium; Suzhou, China; Tsukuba, Japan; Rio de Janeiro, Brazil; Bracknell, England; and Singapore facilities are all certified to the environmental standard ISO 14001.
Competition among producers of ammonium perchlorate is characterized by the ability to meet customer specifications including unique particle size requirements, reasonable lead times, and qualification of a given production process. The need to maintain a qualified production process and meet changing demand requirements is vital for success in this environment.
Department of War and NASA programs, which represent the majority of domestic ammonium perchlorate demand. Competition among producers of ammonium perchlorate is characterized by the ability to meet customer specifications including unique particle size requirements, reasonable lead times, and qualification of a given production process.
As members of the ACC, we provide data on metrics used to track environmental impact, safety, energy use, community outreach and emergency preparedness, greenhouse gas intensity, and product stewardship performance of the ACC member companies. These can be viewed at https://www.americanchemistry.com/chemistry-in-america/responsible-care-driving-safety-industry-performance/metrics-transparent-reporting/individual-member-company-performance-reporting.
As members of the ACC, we provide data on metrics used to track environmental impact, safety, energy use, community outreach and emergency preparedness, greenhouse gas intensity, security and product stewardship performance along with other ACC member companies. These can be viewed on the American Chemistry Council website.
Intellectual Property Our intellectual property, including our patents, licenses, and trademarks, is an important component of our business. We actively protect our inventions, new technologies, and product developments by filing patent applications and maintaining trade secrets. We currently own approximately 1,400 issued or pending United States and foreign patents.
We actively protect our inventions, new technologies, and product developments by filing patent applications and maintaining trade secrets. We currently own approximately 1,400 issued or pending United States and foreign patents. In addition, we have acquired the rights under patents and inventions of others through licenses or otherwise.
Afton’s state-of-the art testing capabilities enable customized research in all areas of performance needed by both OEMs and tier one suppliers, including the latest advancements in e-mobility. Our leading-edge capabilities and fundamental understanding in the areas of combustion, friction control, energy efficiency, electric motor compatibility, and wear prevention are used to set the stage for next-generation products in all areas.
Our leading-edge capabilities and fundamental understanding in the areas of combustion, friction control, energy efficiency, electric motor compatibility, and wear prevention are used to set the stage for next-generation products in all areas.
Our corporate offices are included in this acreage, as well as a research and testing facility, and several acres dedicated to other uses. We are exploring various development opportunities for portions of the property as the demand warrants. This effort is ongoing in nature. We were incorporated in the Commonwealth of Virginia in 2004.
We are exploring various development opportunities for portions of the property as the demand warrants. This effort is ongoing in nature. We were incorporated in the Commonwealth of Virginia in 2004.
In addition to the ongoing environmental compliance costs and the costs to remediate contaminated sites, worldwide capital expenditures for pollution prevention and safety projects were $13 million in 2024, $10 million in 2023, and $11 million in 2022.
We spent approximately $44 million in 2025, $37 million in 2024, and $41 million in 2023 for ongoing environmental operating and clean-up costs, excluding depreciation of previously capitalized expenditures. 11 Table of Contents In addition to the ongoing environmental compliance costs and the costs to remediate contaminated sites, worldwide capital expenditures for pollution prevention and safety projects were $12 million in 2025, $13 million in 2024, and $10 million in 2023.
Ammonium perchlorate is a key component of solid rocket motors, booster motors, and missiles that are utilized in U.S. Department of Defense (DOD) tactical and strategic missile programs.
Perchlorates - Ammonium perchlorate is a key component of solid rocket motors, booster motors, and missiles that are utilized in U.S. Department of War tactical and strategic missile programs. Ammonium perchlorate is also used in space exploration programs for the National Aeronautics and Space Administration (NASA) and commercial space launch vehicles.
Through an open, flexible, and collaborative style, Afton works closely with its customers to understand their business and help them meet their goals. This style has allowed Afton to develop long-term relationships with its customers in every major region of the world, which Afton serves through its manufacturing facilities across the globe.
This style has allowed Afton to develop long-term relationships with its customers in every major region of the world, which Afton serves through its manufacturing facilities across the globe. Afton has operations in North America, Europe, Asia, Africa, and South America.
Our San Juan del Rio, Mexico site is formally certified to RC 14001/ISO 14001. Afton’s Sauget, Illinois plant continues to be an OSHA VPP (Voluntary Protection Program) “Star” worksite. The AMPAC site in Cedar City, Utah has officially joined the ACC and embarked on its journey to RCMS certification.
Afton’s Sauget, Illinois plant continues to proudly be an OSHA VPP (Voluntary Protection Program) “Star” worksite. The AMPAC site in Cedar City, Utah joined the ACC in 2024 and is pursuing RCMS certification.
Ammonium perchlorate is also used in space exploration programs for the National Aeronautics and Space Administration (NASA) and commercial space launch vehicles. We supply ammonium perchlorate for use in a number of defense and space launch programs of the U.S. and U.S. allies via U.S. government agencies, government contractors and foreign contractors.
We supply ammonium perchlorate for use in a number of defense and space launch programs of the U.S. and U.S. allies via U.S. government agencies, government contractors, and foreign contractors. Exporting ammonium perchlorate is subject to federal regulation that permits our foreign sales of ammonium perchlorate.
Additionally, in pursuit of our vision of zero incidents, we work with our employees and other key stakeholders to establish appropriate goals, objectives, and targets. Both Afton and Ethyl have implemented Responsible Care ® Management Systems (RCMS) (RC14001 ® ) at North American facilities ("Responsible Care" is a registered service mark of the American Chemistry Council (ACC)).
Additionally, in pursuit of our Vision of Zero, we work with our employees and other key stakeholders to establish appropriate goals, objectives, and targets. Within NewMarket, our businesses are committed to globally implementing Responsible Care® (a registered service mark of the American Chemistry Council (ACC)) via formal EHS (environmental health and safety) Management Systems.
In such cases, we manage our risk by maintaining safety stock of the raw material or qualifying alternate suppliers, which could take additional time to implement, but we are confident we can ensure continued supply for our customers. 7 Table of Contents While we have experienced improvement in the supply chain disruptions which impacted the petrochemicals industry over the past several years, we continuously monitor our raw material supply situation and adjust our procurement strategies as conditions require.
In such cases, we manage our risk by maintaining safety stock of the raw material or qualifying alternate suppliers, which could take additional time to implement, but we are confident we can ensure continued supply for our customers.
We developed new engine oil products for passenger cars and commercial trucks in support of our customers in all the major regions of the world in which we operate, including engine oil technology designed for the latest passenger cars specifications such as GF-7.
We developed new engine oil products for passenger cars and commercial trucks in support of our customers in all the major regions of the world in which we operate, including engine oil technology designed for the latest passenger cars and heavy duty engine oil (HDEO) specification, best in class electric vehicle transmission fluid, more robust fuel additives, as well as technology-leading industrial fluids.
In addition to utilizing our internal network, contacts, and specialized recruiters to identify and attract qualified personnel, we have established relationships with a number of universities globally and have intern and co-op programs in many of our locations. 9 Table of Contents Globally, approximately 18% of our employees have 20 years or more of service, and over the three-year period from 2022 through 2024, our resignation rate was approximately 5.1%.
In addition to utilizing our internal network, contacts, and specialized recruiters to identify and attract qualified personnel, we have established relationships with a number of universities globally and have intern and co-op programs in many of our locations.
AMPAC has long-term relationships with customers and the ability to formulate products to meet the various specification requirements of its customers, resulting in AMPAC being a global leader in specialty materials for use in solid rocket motors. NewMarket Development manages the real property we own in Richmond, Virginia consisting of approximately 50 acres.
AMPAC has long-term relationships with customers and the ability to formulate products to meet the various specification requirements of its customers, resulting in AMPAC being a global leader in specialty materials for use in solid rocket motors. Calca also has operations in the United States and is the nation's leading producer of Ultra Pure ® and high-purity hydrazine.
Competition We believe we are the largest manufacturer and seller of ammonium perchlorate globally. We are aware of other production capacity in the United States for perchlorate chemicals, including ammonium perchlorate, as well as production capacity in France, Japan, Brazil, China, India, and Taiwan.
We are aware of other production capacity in the United States for perchlorate chemicals, including ammonium perchlorate, as well as production capacity in France, Japan, Brazil, China, India, and Taiwan. While we have limited information with respect to these facilities, we believe that these producers are not qualified as ammonium perchlorate suppliers for most U.S.
Human Capital Our Values are the foundation of our company and support the inclusive and respectful culture we have established in all of our locations around the world. Our Values include: • unquestioned integrity, • respect for people, • safety and environmental responsibility, • partnership with customers and suppliers, • continuously improving quality, • good citizenship, and • economic viability.
Human Capital Our Values are the foundation of our company and support the inclusive and respectful culture we have established in all of our locations around the world.
We continue to operate our laboratories safely, and for the second year in a row, we achieved zero injuries across our R&D team globally. In 2024, we successfully launched new technologies across all our lubricant additives and fuel additives product areas.
We continue to operate our laboratories safely with a focus on Vision of Zero - our vision of no injuries, accidents, incidents, or harm to the environment. In 2025, we successfully launched new technologies across all our lubricant additives and fuel additives product areas.
The need for tactical rockets, strategic missiles, and solid rocket boosters is anticipated to provide the base demand over the coming five-year period and beyond. We also produce and sell different types and grades of sodium and potassium perchlorates, which have a wide variety of applications, including munitions, explosives, propellants, perchloric acid, initiators, electronics, batteries, plastics, electro-machining, and porcelain.
We also produce and sell different types and grades of sodium and potassium perchlorates, which have a wide variety of applications, including munitions, explosives, propellants, perchloric acid, initiators, electronics, batteries, plastics, electro-machining, and porcelain. Hydrazine - Hydrazine is a highly reactive chemical used primarily in aerospace, defense, and space propulsion applications.
References in this Annual Report on Form 10-K to “we,” “us,” “our,” and “NewMarket” are to NewMarket Corporation and its consolidated subsidiaries, unless the context indicates otherwise. As a specialty chemicals company, Afton develops and manufactures highly formulated lubricant and fuel additive packages and markets and sells these products worldwide.
NewMarket Services expenses are billed to each subsidiary pursuant to services agreements between the companies. References in this Annual Report on Form 10-K to “we,” “us,” “our,” and “NewMarket” are to NewMarket Corporation and its consolidated subsidiaries, unless the context indicates otherwise.
Customers of ammonium perchlorate primarily consist of rocket motor manufacturers supplying the DOD and NASA programs, as well as entities providing commercial space launch applications and foreign military applications. Demand for ammonium perchlorate is program-specific and dependent upon, among other things, governmental appropriations.
We obtain export licenses on a case-by-case basis, which are dependent upon the ultimate use of our product. Customers of ammonium perchlorate primarily consist of rocket motor manufacturers supplying the U.S. Department of War and NASA programs, as well as entities providing commercial space launch applications and foreign military applications.
Afton is one of the largest lubricant and fuel additives companies in the world. Lubricant and fuel additives are necessary products for efficient and reliable operation of vehicles and machinery. From custom-formulated additive packages to market-general additives, we believe Afton provides customers with products and solutions that make engines run smoother, machines last longer, and fuels burn cleaner.
From custom-formulated additive packages to market-general additives, we believe Afton provides customers with products and solutions that make engines run smoother, machines last longer, and fuels burn cleaner. Through an open, flexible, and collaborative style, Afton works closely with its customers to understand their business and help them meet their goals.
We believe these measures demonstrate our success in hiring the right employees for the long-term and establishing a culture where respect for people is an everyday value. Commitment to Environmental and Safety Excellence Our commitment to the environment and safety excellence applies to every employee, contractor, and visitor every day, at every site.
Commitment to Environmental and Safety Excellence Our commitment to the environment and safety excellence applies to every employee, contractor, and visitor every day, at every site.
NewMarket Development manages the real property that we own in Virginia. NewMarket Services provides various administrative services to NewMarket, Afton, Ethyl, AMPAC, and NewMarket Development. NewMarket Services expenses are billed to each subsidiary pursuant to services agreements between the companies.
AMPAC is a manufacturer of specialty materials primarily used in solid rocket motors for the aerospace and defense industries, and Calca is a producer of hydrazine products used primarily in aerospace and defense applications. NewMarket Development manages the real property that we own in Virginia. NewMarket Services provides various administrative services to NewMarket, Afton, Ethyl, AMPAC, Calca, and NewMarket Development.
We have organized to provide increased environmental, health, and safety support at key sites and emphasize accountability, as well as reporting "good catches" and "near misses" to help reduce risk and drive improved performance. We are committed to achieving our aspiration of zero injuries and incidents.
This is helping our leaders demonstrate ownership and accountability to help reduce risk and drive improved performance. We share learnings across sites globally and remain more committed than ever to achieving our aspiration of zero injuries and incidents.
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Currently, there is no alternative to the use of these solid rocket motors for national security applications, and due to the critical role of ammonium perchlorate in such motors, we believe that the U.S. government views us as a strategic national resource.
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As a specialty chemicals company, Afton develops and manufactures highly formulated lubricant and fuel additive packages and markets and sells these products worldwide. Afton is one of the largest lubricant and fuel additives companies in the world. Lubricant and fuel additives are necessary products for efficient and reliable operation of vehicles and machinery.
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Exporting ammonium perchlorate is subject to federal regulation that permits our foreign sales of ammonium perchlorate. We obtain export licenses on a case-by-case basis, which are dependent upon the ultimate use of our product.
Added
These specialty materials are essential, mission-critical propellants that enable advanced aerospace and defense applications. NewMarket Development manages the real property we own in Richmond, Virginia consisting of approximately 50 acres. Our corporate offices are included in this acreage, as well as a research and testing facility, and several acres dedicated to other uses.
Removed
While we have limited information with respect to these facilities, we believe that these producers are not qualified as ammonium perchlorate suppliers for most DOD and NASA programs, which represents the majority of domestic ammonium perchlorate demand.
Added
Demand for ammonium perchlorate is program-specific and dependent upon, among other things, governmental appropriations. The need for tactical rockets, strategic missiles, and solid rocket boosters is anticipated to provide the base demand over the coming five-year period and beyond.
Removed
In 2024, we developed new technology in both gasoline performance additives and diesel performance additives. This includes launching new products related to our next generation diesel technology that is designed for not only conventional, but also renewable diesel.
Added
We produce multiple grades of hydrazine, including Ultra Pure ® and high-purity hydrazine, which are manufactured to meet stringent customer and program-specific specifications. Hydrazine is a critical component in satellite propulsion systems, where it is used as a monopropellant for orbit insertion, station-keeping, attitude control, and deorbiting functions.
Removed
We believe our patent position is strong, aggressively managed, and sufficient for the conduct of our business.
Added
These applications are integral to both government and commercial satellite programs, including national security, civil space, and communications constellations. Due to the demanding performance and reliability requirements of these missions, hydrazine products must meet exacting purity, stability, and contamination control standards.
Removed
We place the highest level of commitment on safety and strive to operate our business every day focused on its importance. Keeping our employees safe is a management priority. We have a diverse workforce, representative of the geographic regions in which we do business.
Added
We supply hydrazine products directly and through qualified distributors to U.S. government agencies, government contractors, and commercial aerospace customers, as well as to certain international customers subject to applicable export controls. The manufacture, handling, storage, transportation, and export of hydrazine are subject to extensive regulations, including environmental, safety, and export control requirements.
Removed
While we had one serious injury from a trip at the Sauget site in 2024, there were zero recordable injuries at our Port Arthur, Ashland, Richmond R&D, Houston, Suzhou, and Tsukuba facilities. The safety performance affirmed our Vision of Zero improvement plans and actions across the sites, as well as the importance placed on our safety-first culture.
Added
Export sales are conducted in compliance with U.S. regulations and may require licensing depending on end use and destination. Demand for hydrazine is driven by satellite production rates, launch activity, and on-orbit replacement cycles, as well as by governmental budgets and commercial space investment trends.
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We spent approximately $37 million in 2024, $41 million in 2023, and $37 million in 2022 for ongoing environmental operating and clean-up costs, excluding depreciation of previously capitalized expenditures.
Added
We believe that long-term growth in satellite deployment, including defense, civil, and commercial space applications, will continue to support demand for high-purity hydrazine products. Competition - We believe we are a leading manufacturer and seller of ammonium perchlorate globally.
Removed
In addition, our Corporate Governance Guidelines, Code of Conduct, and the charters of our Audit, Compensation, and Nominating and Corporate Governance Committees are available on our website and are available in print, without charge, to any shareholder upon request by contacting our Corporate Secretary at NewMarket Corporation, 330 South Fourth Street, Richmond, Virginia 23219.
Added
The need to maintain a qualified production process and meet changing demand requirements is vital for success in this environment. 7 Table of Contents We believe that we are the leading producer of Ultra Pure ® and high-purity hydrazine in the U.S.
Removed
Jewett joined NewMarket Corporation in July 2020 as Vice President and General Counsel and was appointed Executive Vice President and General Counsel on January 1, 2025. Prior to his employment at NewMarket, he was a partner at McGuireWoods LLP. Mrs.
Added
We are aware of other hydrazine producers globally; however, not all producers are qualified to supply Ultra Pure ® or high-purity hydrazine for aerospace, space propulsion, and defense applications. Qualification of a hydrazine supplier and production process can require extended testing, customer audits, and program approvals.
Removed
Pietrantoni joined the company in September 2022 as Accounting Director, became Assistant Controller on January 1, 2023, and was appointed Controller on January 1, 2025. Mr.
Added
Competition in the hydrazine market is characterized by limited qualified producers, high regulatory barriers to entry, and strict customer qualification requirements. Customers evaluate suppliers based on product purity, consistency, safety performance, regulatory compliance, reliability of supply, and experience supporting mission-critical aerospace and defense programs.
Added
While we have experienced improvement in the supply chain disruptions which impacted the petrochemicals industry over the past several years, we continuously monitor our raw material supply levels and adjust our procurement strategies as conditions require. Specialty Materials - The primary raw materials are electricity, sodium chlorate, ammonia, chlorine, caustic, and hydrochloric acid.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny unauthorized disclosure of our material know-how or trade secrets could adversely affect our business and results of operations. • An information technology system failure may adversely affect our business. We rely on information technology systems, some of which are managed by third parties, to transact our business.
Biggest changeIn addition, our trade secrets and know-how may be improperly obtained by other means, such as a breach of our information technology security systems or direct theft. Any unauthorized disclosure of our material know-how or trade secrets could adversely affect our business and results of operations. • An information technology system failure may adversely affect our business.
The loss of a significant customer or a material reduction in purchases by a significant customer could reduce our revenues and negatively affect our profitability. • A significant portion of our specialty materials business is under contracts with contractors or subcontractors of the U.S. government.
The loss of a significant customer or a material reduction in purchases by a significant customer could reduce our revenues and negatively affect our profitability. • A significant portion of our specialty materials business is under contracts with contractors or subcontractors of the U.S. government or directly with the U.S. government.
In addition, the damage from a direct attack on our facilities or other assets or facilities or other assets used by us could include loss of life or property damage, and our insurance coverage may not be sufficient to cover all of the damage incurred or securing coverage for these types of events may be prohibitively expensive. • We face risks related to our foreign operations that may negatively affect our business.
In addition, the damage from a direct attack on our facilities or other assets or on facilities or other assets used by us could include loss of life or property damage, and our insurance coverage may not be sufficient to cover all of the damage incurred or securing coverage for these types of events may be prohibitively expensive. 16 Table of Contents • We face risks related to our foreign operations that may negatively affect our business.
ITEM 1A. RISK FACTORS Our business is subject to many factors that could have a material adverse effect on our future performance, results of operations, financial condition, or cash flows and could cause our actual results to differ materially from those expressed or implied by forward-looking statements made in this Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS Our business is subject to many factors that could have a material adverse effect on our future performance, results of operations, financial condition, or cash flows and could cause our actual results to differ materially from those expressed 12 Table of Contents or implied by forward-looking statements made in this Annual Report on Form 10-K.
In 2024, sales to customers outside of the United States accounted for approximately 61% of consolidated net sales. We do business in all major regions of the world, some of which do not have stable economies or governments.
In 2025, sales to customers outside of the United States accounted for approximately 61% of consolidated net sales. We do business in all major regions of the world, some of which do not have stable economies or governments.
If our demand for raw materials were to decline such that we would not have need for the quantities 12 Table of Contents required to be purchased under commitment agreements, we could incur additional charges that would affect our profitability. • Lack of availability of raw materials, including sourcing from some single suppliers, could negatively impact our ability to meet customer demand.
If our demand for raw materials were to decline such that we would not have need for the quantities required to be purchased under commitment agreements, we could incur additional charges that would affect our profitability. • Lack of availability of raw materials, including sourcing from some single suppliers, could negatively impact our ability to meet customer demand.
As a result, the life cycle of our products is often hard to predict. In order to maintain our profits and remain competitive, we must effectively respond to technological changes in our industry and successfully develop, manufacture, and market new or improved products in a cost-effective and timely manner.
As a result, the life cycle of our products is often hard to predict. In order to maintain our 14 Table of Contents profits and remain competitive, we must effectively respond to technological changes in our industry and successfully develop, manufacture, and market new or improved products in a cost-effective and timely manner.
We cannot guarantee that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. 18 Table of Contents Additionally, our debt instruments contain restrictive covenants. These covenants may constrain our activities and limit our operational and financial flexibility.
We cannot guarantee that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. Additionally, our debt instruments contain restrictive covenants. These covenants may constrain our activities and limit our operational and financial flexibility.
We cannot assure that the resolution of these environmental matters will not have an adverse effect on our results of operations, financial condition, or cash flows. • Environmental matters could have a substantial negative impact on our business.
We cannot assure that the resolution of these environmental matters will not have an adverse effect on our results of operations, financial condition, or cash flows. 17 Table of Contents • Environmental matters could have a substantial negative impact on our business.
The occurrence of any one or a combination of these factors may increase our costs or have other adverse effects on our business. 16 Table of Contents • The insurance we maintain may not fully cover all potential exposures.
The occurrence of any one or a combination of these factors may increase our costs or have other adverse effects on our business. • The insurance we maintain may not fully cover all potential exposures.
Moreover, new products may have lower margins than the products they replace. 14 Table of Contents • In order to be successful, we must attract and retain a highly qualified workforce, including key employees in R&D and leadership positions.
Moreover, new products may have lower margins than the products they replace. • In order to be successful, we must attract and retain a highly qualified workforce, including key employees in R&D and leadership positions.
These contracts are impacted by governmental priorities and are subject to potential fluctuations in funding or early termination, including for convenience, any of which could have a material adverse effect on our results of operations, financial condition, or cash flows.
These contracts are impacted by governmental priorities, as well as shutdowns, and are subject to potential fluctuations in 13 Table of Contents funding or early termination, including for convenience, any of which could have a material adverse effect on our results of operations, financial condition, or cash flows.
The process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of existing operations. In addition, our ability to realize the expected benefits from our acquisition of AMPAC is subject to several factors.
The process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of existing operations. 19 Table of Contents In addition, our ability to realize the expected benefits from our recent acquisitions is subject to several factors.
We have incurred, and may in the future incur, substantial amounts of indebtedness to support our operations. To the degree that our indebtedness is at variable interest rates, increasing interest rates in the market will result in higher interest expense in our results of operations.
We have incurred, and may in the future incur, substantial amounts of indebtedness to support our operations, including financing acquisitions or other investment opportunities. To the degree that our indebtedness is at variable interest rates, increasing interest rates in the market will result in higher interest expense in our results of operations.
Substantial amounts of indebtedness could, among other things, require us to dedicate a substantial portion of our cash flow to repaying and servicing our indebtedness, thus reducing the amount of funds available for other general corporate purposes; limit our ability to borrow additional funds necessary for working capital, capital expenditures or other general corporate purposes; and limit our flexibility in planning for, or reacting to, changes in our business.
Substantial amounts of indebtedness could, among other things, require us to dedicate a substantial portion of our cash flow to repaying and servicing our indebtedness, thus reducing the amount of funds available for other general corporate purposes; limit our ability to borrow additional funds necessary for working capital, capital expenditures or other general corporate purposes; and limit our flexibility in planning for, or reacting to, changes in our business. 18 Table of Contents Our ability to make payments on or refinance our indebtedness will depend on our ability to generate cash from operations in the future.
Future developments could also restrict or eliminate the use of or require us to make modifications to our products. There may be environmental problems associated with our properties of which we are unaware. The discovery of environmental liabilities attached to our properties could have an adverse effect on our business even if we did not create or cause the problem.
There may be environmental problems associated with our properties of which we are unaware. The discovery of environmental liabilities attached to our properties could have an adverse effect on our business even if we did not create or cause the problem.
These include our ability to retain key AMPAC personnel, our ability to maintain relationships with suppliers and customers of AMPAC, and our ability to integrate AMPAC into certain information technology systems, operational systems, procedures, or controls without disrupting its operations.
These include our ability to retain key personnel, our ability to maintain relationships with suppliers and customers, and our ability to integrate them into certain information technology systems, operational systems, procedures, or controls without disrupting their operations. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
However, we cannot assure that we have been or will be at all times in compliance with all of these requirements. 17 Table of Contents In addition, these requirements, and the enforcement or interpretation of these requirements, may become more stringent in the future.
However, we cannot assure that we have been or will be at all times in compliance with all of these requirements. In addition, these requirements, and the enforcement or interpretation of these requirements, may become more stringent in the future. Although we cannot predict the ultimate cost of compliance with any such requirements, the costs could be material.
Although we cannot predict the ultimate cost of compliance with any such requirements, the costs could be material. Noncompliance could subject us to material liabilities, such as government fines, damages arising from third-party lawsuits, or the suspension and potential cessation of non-compliant operations. We may also be required to make significant site or operational modifications at substantial cost.
Noncompliance could subject us to material liabilities, such as government fines, damages arising from third-party lawsuits, or the suspension and potential cessation of non-compliant operations. We may also be required to make significant site or operational modifications at substantial cost. Future developments could also restrict or eliminate the use of or require us to make modifications to our products.
While we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, we cannot assure that our confidentiality agreements will not be breached, that they will provide meaningful protection for our trade secrets and proprietary manufacturing expertise, or that adequate remedies will be available in the event of an unauthorized use or disclosure of our trade secrets or manufacturing expertise. 15 Table of Contents In addition, our trade secrets and know-how may be improperly obtained by other means, such as a breach of our information technology security systems or direct theft.
While we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual property, we cannot assure that our confidentiality agreements will not be breached, that they will provide meaningful protection for our trade secrets and proprietary manufacturing expertise, or that adequate remedies will be available in the event of an unauthorized use or disclosure of our trade secrets or manufacturing expertise.
A shift in governmental priorities, programs, strategies, or funding levels impacting the defense and space industries more generally or the specific areas of those industries in which we operate could negatively affect our results of operations, financial condition, or cash flows. 13 Table of Contents Operational Risks • A disruption in the availability or capacity of distribution systems could negatively impact our ability to meet our customers’ needs and affect our competitive position.
A shift in governmental priorities, programs, strategies, or funding levels impacting the defense and space industries more generally or the specific areas of those industries in which we operate could negatively affect our results of operations, financial condition, or cash flows.
We rely on a variety of modes of transportation to deliver products to our customers, including rail cars, cargo ships, and trucks. We depend upon the availability of a distribution infrastructure to deliver our products in a safe and timely manner.
We depend upon the availability of a distribution infrastructure to deliver our products in a safe and timely manner.
Our ability to make payments on or refinance our indebtedness will depend on our ability to generate cash from operations in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.
This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.
We also rely on unpatented proprietary manufacturing expertise, continuing technological innovation, trade secrets, and other intellectual property to develop and maintain our competitive position.
We may not prevail in any intellectual property litigation, and such litigation may result in significant legal costs or otherwise impede our ability to produce and distribute key products. We also rely on unpatented proprietary manufacturing expertise, continuing technological innovation, trade secrets, and other intellectual property to develop and maintain our competitive position.
Even if we ultimately prevail in an infringement suit, the existence of the suit could prompt customers to switch to products that are not the subject of infringement suits. We may not prevail in any intellectual property litigation and such litigation may result in significant legal costs or otherwise impede our ability to produce and distribute key products.
Even if we ultimately prevail in an infringement suit, the existence of the suit could prompt customers to switch to products that are not the subject 15 Table of Contents of infringement suits.
Added
Operational Risks • A disruption in the availability or capacity of distribution systems could negatively impact our ability to meet our customers’ needs and affect our competitive position. We rely on a variety of modes of transportation to deliver products to our customers, including rail cars, cargo ships, and trucks.
Added
We rely on information technology systems, some of which are managed by third parties, to transact our business.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis ongoing process, which includes employee training, is aimed at routinely reviewing and, as necessary, improving, our oversight processes and tools to ensure they remain effective and resilient in their management of cybersecurity risk.
Biggest changeThis ongoing process, which includes employee training, is aimed at routinely reviewing and, as necessary, improving our oversight processes and tools to ensure they remain effective and resilient in their management of cybersecurity risk. 20 Table of Contents Material Impact of Cybersecurity Threats While we have yet to experience a material cybersecurity event, we acknowledge the persistent and evolving nature of these threats, which have the potential to materially impact our business strategy, operations, and financial standing adversely.
As a result, there is a continuous risk of potential financial, legal, business, and reputational damage to our company stemming from cybersecurity threats. We employ a number of people who are part of our Information Technology group and are dedicated to and responsible for assessing and managing cybersecurity threats.
As a result, there is a continuous risk of potential financial, legal, business, and reputational damage to our company stemming from cybersecurity threats. Our Information Technology team is dedicated to and responsible for assessing and managing cybersecurity threats.
We maintain robust policies and procedures focused on cybersecurity incident management, ensuring timely communication and escalation to all relevant stakeholders. This enables faster response and effective communication, including public disclosure if a material cybersecurity event were to occur.
See Item 1A, "Risk Factors" under the operational risks section for more information. We maintain robust policies and procedures focused on cybersecurity incident management, ensuring timely communication and escalation to all relevant stakeholders. This enables faster response and effective communication, including public disclosure if a material cybersecurity event were to occur.
These initiatives aim to enhance the resiliency of our cybersecurity program as well as our broader operational risk management strategies.
Management regularly briefs the Committee on our cybersecurity risk profile, emerging threats, and the efficacy of our risk mitigation strategies, including our continuous improvement initiatives. These initiatives aim to enhance the resiliency of our cybersecurity program as well as our broader operational risk management strategies.
Board of Directors Oversight The Board of Directors oversees risks related to cybersecurity, including the security of corporate information and the steps management is taking to monitor and control these risks. Management regularly briefs the Board on our 20 Table of Contents cybersecurity risk profile, emerging threats, and the efficacy of our risk mitigation strategies, including our continuous improvement initiatives.
Board of Directors Oversight The Nominating and Corporate Governance Committee of the Board of Directors (the Committee) oversees risks related to cybersecurity, including the security of corporate information and the steps management is taking to monitor and control these risks.
Removed
Material Impact of Cybersecurity Threats While we have yet to experience a material cybersecurity event, we acknowledge the persistent and evolving nature of these threats, which have the potential to materially impact our business strategy, operations, and financial standing adversely. See Item 1A, "Risk Factors" under the operational risks section for more information.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeResearch, Development, and Testing Richmond, Virginia Bracknell, England Tsukuba, Japan Ashland, Virginia Suzhou, China Manufacturing and Distribution Feluy, Belgium (lubricant additives; also storage and distribution) Houston, Texas (lubricant and fuel additives; also storage and distribution) Jurong Island, Singapore (lubricant and fuel additives; leased land) Port Arthur, Texas (lubricant additives) Rio de Janeiro, Brazil (lubricant and fuel additives storage and distribution; equipment is owned; building is leased) San Juan del Rio, Mexico (lubricant additives) Sauget, Illinois (lubricant additives) Cedar City, Utah ( specialty materials ) We own our corporate headquarters located in Richmond, Virginia, and generally lease our regional and sales offices in a number of locations worldwide.
Biggest changeResearch, Development, and Testing Richmond, Virginia Bracknell, England Tsukuba, Japan Ashland, Virginia Suzhou, China Manufacturing and Distribution Feluy, Belgium (lubricant additives; also storage and distribution) Houston, Texas (lubricant and fuel additives; also storage and distribution) Jurong Island, Singapore (lubricant and fuel additives; leased land) Port Arthur, Texas (lubricant additives) Rio de Janeiro, Brazil (lubricant and fuel additives storage and distribution; equipment is owned; building is leased) San Juan del Rio, Mexico (lubricant additives) Sauget, Illinois (lubricant additives) Cedar City, Utah ( specialty materials ) Lake Charles, Louisiana (specialty materials) We own our corporate headquarters located in Richmond, Virginia, and generally lease our regional and sales offices in a number of locations worldwide.
Production Capacity We believe our plants and supply agreements are sufficient to meet expected sales levels. Operating rates of the plants vary with product mix and normal sales swings. We believe that our facilities are well maintained and in good operating condition.
Production Capacity We believe our plants and supply agreements are sufficient to meet expected sales levels. Operating rates of the plants vary with product mix and normal sales swings. We believe that our facilities are well maintained and in good operating condition. 21 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS 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 the Environmental section in Note 21.
Biggest changeITEM 3. LEGAL PROCEEDINGS 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 the Environmental section in Note 21 to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data".
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. 21 Table of Contents
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe declaration and payment of dividends is subject to the discretion of our Board of Directors.
Biggest changeCash dividends declared and paid totaled $11.25 per share for the year ended December 31, 2025, and $10.00 per share for the year ended December 31, 2024. The declaration and payment of dividends is subject to the discretion of our Board of Directors.
The graph assumes $100 invested on the last day of December 2019, and the reinvestment of all dividends. The graph is based on historical data and is not intended to be a forecast or indication of future pe rform ance of our common stock.
The graph assumes $100 invested on the last day of December 2020, and the reinvestment of all dividends. The graph is based on historical data and is not intended to be a forecast or indication of future pe rform ance of our common stock.
On December 12, 2024, our Board of Directors approved a new share repurchase program authorizing management to repurchase up to $500 million of NewMarket's outstanding common stock beginning January 1, 2025 and until December 31, 2027, as market conditions warrant and covenants under our existing debt agreements permit. The 2024 authorization replaced the 2021 authorization upon its expiration.
On December 12, 2024, our Board of Directors approved a share repurchase program authorizing management to repurchase up to $500 million of NewMarket's outstanding common stock beginning January 1, 2025 and until December 31, 2027, as market conditions warrant and covenants under our existing debt agreements permit.
The repurchase program does not require us to acquire any specific number of shares and may be terminated or suspended at any time. The following table outlines the purchases during the fourth quarter of 2024 under the 2021 authorization.
The repurchase program does not require us to acquire any specific number of shares and may be terminated or suspended at any time. At December 31, 2025, approximately $428 million remained available under this authorization. There were no purchases during the fourth quarter of 2025 under this authorization.
Performance Graph Comparison of Five-Year Cumulative Total Return Performance Through December 31, 2024 December 31, 2019 2020 2021 2022 2023 2024 NewMarket Corporation $ 100.00 $ 83.50 $ 73.56 $ 68.65 $ 122.96 $ 121.16 S&P 1500 Specialty Chemicals Index 100.00 116.33 148.60 111.65 128.28 126.04 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 The graph and table above are not deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor are they incorporated by reference into other filings made by us with the SEC.
Performance Graph Comparison of Five-Year Cumulative Total Return Performance Through December 31, 2025 December 31, 2020 2021 2022 2023 2024 2025 NewMarket Corporation $ 100.00 $ 88.09 $ 82.21 $ 147.25 $ 145.09 $ 191.93 S&P 1500 Specialty Chemicals Index 100.00 127.74 95.97 110.28 108.35 109.07 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 The graph and table above are not deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor are they incorporated by reference into other filings made by us with the SEC.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock, with no par value, has traded on the New York Stock Exchange (NYSE) under the symbol “NEU” since June 21, 2004 when we became the parent holding company of Ethyl, Afton, NewMarket Services, NewMarket Development, and their subsidiaries.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock, with no par value, is traded on the New York Stock Exchange (NYSE) under the symbol “NEU.” We had 1,669 shareholders of record as of January 31, 2026.
Removed
We had 1,734 shareholders of record as of January 31, 2025. On October 28, 2021, our Board of Directors approved a share repurchase program authorizing management to repurchase up to $500 million of NewMarket's outstanding common stock until December 31, 2024, as market conditions warranted and covenants under our existing debt agreements permitted.
Removed
Approximately $194 million remained unused under this authorization upon its expiration on December 31, 2024.
Removed
Issuer Purchases of Equity Securities 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 October 1 to October 31 18,401 $ 518.75 18,401 $ 221,935,409 November 1 to November 30 123 531.01 123 221,870,095 December 1 to December 31 52,446 528.67 52,446 194,143,319 Total 70,970 $ 526.10 70,970 $ 194,143,319 Cash dividends declared and paid totaled $10.00 per share for the year ended December 31, 2024 and $8.85 per share for the year ended December 31, 2023.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeIn determining the impact of mortality on the U.K. pension plan in our financial statements, we utilize the S3PxA mortality tables weighted by 92% for males and 100% for females and allow for future projected improvements in life expectancy in line with the CMI 2023 model with the core smoothing parameter, an initial addition to mortality improvements of 0.3% per year, and an experience weighting of 0% on both 2020 and 2021 data and 20% on both 2022 and 2023 data, with a long-term rate of improvement of 1.65% per year for males and 1.15% per year for females based on the membership of the plan.
Biggest changeFuture projected improvements in life expectancy are allowed for in line with the CMI 2024 model with an initial addition to mortality improvements of 0.2% and a half-life parameter of 1 year with a long-term rate of improvement of 1.65% per year for males and 1.25% per year for females based on the membership of the plan.
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; and the underperformance of our pension assets resulting in additional cash contributions to our pension plans.
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, including tariffs and trade policy; 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; and the underperformance of our pension assets resulting in additional cash contributions to our pension plans.
Discount Rate Assumption - We develop the discount rate assumption by determining the single effective discount rate for a unique hypothetical portfolio constructed from investment-grade bonds that, in the aggregate, match the projected cash flows of each of our retirement plans. The discount rate is developed based on the hypothetical portfolio on the last day of December.
Discount Rate Assumption - We develop the discount rate assumption by determining the single effective discount rate for a unique hypothetical bond portfolio constructed from investment-grade bonds that, in the aggregate, match the projected cash flows of each of our retirement plans. The discount rate is developed based on the hypothetical bond portfolio on the last day of December.
Significant judgment is required in determining our worldwide provision for income taxes and recording the related tax assets and liabilities. Any significant impact as a result of changes in underlying facts, law, tax rates, or tax audits could lead to adjustments to our income tax expense, effective tax rate, financial position, or cash flow.
Significant judgment is required in determining our worldwide provision for income taxes and recording the related tax assets and liabilities. Any significant impact as a result of changes in underlying facts, laws, tax rates, or tax audits could lead to adjustments to our income tax expense, effective tax rate, financial position, or cash flow.
We were in compliance with all covenants under the indenture governing the 2.70% senior notes as of December 31, 2024 and December 31, 2023. 3.78% Senior Notes - On January 4, 2017, we issued $250 million in senior unsecured notes in a private placement with The Prudential Insurance Company of America and certain other purchasers.
We were in compliance with all covenants under the indenture governing the 2.70% senior notes as of December 31, 2025 and December 31, 2024. 3.78% Senior Notes - On January 4, 2017, we issued $250 million in senior unsecured notes in a private placement with The Prudential Insurance Company of America and certain other purchasers.
A 100 basis point increase in the discount rate to 6.875% (while holding other assumptions constant) would increase forecasted 2025 pension and postretirement benefit income by approximately $5 million. Rate of Projected Compensation Increase - We have maintained our rate of projected compensation increase at December 31, 2024 at 3.5%.
A 100 basis point increase in the discount rate to 6.875% (while holding other assumptions constant) would increase forecasted 2026 pension and postretirement benefit income by approximately $5 million. Rate of Projected Compensation Increase - We have maintained our rate of projected compensation increase at December 31, 2025 at 3.5%.
As part of the review and to develop expected rates of return, we considered an analysis of expected returns based on the U.S. plans’ asset allocation as of both January 1, 2025 and January 1, 2024. This analysis reflects our expected long-term rates of return for each significant asset class or economic indicator.
As part of the review and to develop expected rates of return, we considered an analysis of expected returns based on the U.S. plans’ asset allocation as of both January 1, 2026 and January 1, 2025. This analysis reflects our expected long-term rates of return for each significant asset class or economic indicator.
For example, decreasing the expected rate of return by 100 basis points to 7.0% for pension assets and 3.0% for postretirement benefit assets (while holding other assumptions constant) would reduce the forecasted 2025 income for our U.S. pension and postretirement plans by approximately $8 million.
For example, decreasing the expected rate of return by 100 basis points to 7.0% for pension assets and 3.0% for postretirement benefit assets (while holding other assumptions constant) would reduce the forecasted 2026 income for our U.S. pension and postretirement plans by approximately $8 million.
However, if conditions were to substantially deteriorate in the petroleum additives or specialty material markets, it could possibly cause a decrease in the estimated useful lives of the intangible assets or result in a noncash write-off of all or a portion of the intangibles and goodwill carrying amounts.
However, if conditions were to substantially deteriorate in the petroleum additives or specialty materials markets, it could possibly cause a decrease in the estimated useful lives of the intangible assets or result in a noncash write-off of all or a portion of the intangibles and goodwill carrying amounts.
All Other - The “All other” category includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl and did not have a material impact to consolidated net sales when comparing 2024 and 2023.
All Other - The “All other” category includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and related services associated with Ethyl and did not have a material impact to consolidated net sales when comparing 2025 and 2024.
RESULTS OF OPERATIONS Management's discussion and analysis of our results of operations is presented below for the comparative periods of 2024 versus 2023. The discussion and analysis of our results of operations for 2023 compared to 2022 is available in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
RESULTS OF OPERATIONS Management's discussion and analysis of our results of operations is presented below for the comparative periods of 2025 versus 2024. The discussion and analysis of our results of operations for 2024 compared to 2023 is available in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Similarly, a 100 basis point increase in the expected rate of return to 9.0% for pension assets and 5.0% for postretirement benefit assets (while holding other assumptions constant) would increase forecasted 2025 pension and postretirement income by $8 million.
Similarly, a 100 basis point increase in the expected rate of return to 9.0% for pension assets and 5.0% for postretirement benefit assets (while holding other assumptions constant) would increase forecasted 2026 pension and postretirement income by $8 million.
For example, decreasing the discount rate by 100 basis points to 4.875% (while holding other assumptions constant) would reduce the forecasted 2025 income for our U.S. pension and postretirement benefit plans by approximately $6 million.
For example, decreasing the discount rate by 100 basis points to 4.875% (while holding other assumptions constant) would reduce the forecasted 2026 income for our U.S. pension and postretirement benefit plans by approximately $6 million.
Through the ongoing monitoring of our investments and review of market data, we have determined that we should maintain the expected long-term rate of return for our U.S. pension plans at 8.0% at December 31, 2024.
Through the ongoing monitoring of our investments and review of market data, we have determined that we should maintain the expected long-term rate of return for our U.S. pension plans at 8.0% at December 31, 2025.
We expect to have pension income during 2025 related to our U.K. plan, as the expected return on assets is higher than the offsetting pension costs. Net periodic benefit cost (income) for the U.K. pension plan is sensitive to changes in the expected return on assets.
We expect to have pension income during 2026 related to our U.K. plan, as the expected return on assets is higher than the offsetting pension costs. Net periodic benefit cost (income) for the U.K. pension plan is sensitive to changes in the expected return on assets.
The increase in shareholders' equity primarily reflects our earnings and an increase in the funded position of our retirement plans, partially offset by dividend payments, repurchases of shares of our common stock, and an unfavorable change in the impact from foreign currency translation adjustments. Generally, we repay any outstanding long-term debt with cash from operations or refinancing activities.
The increase in shareholders’ equity primarily reflects our earnings, favorable impact from foreign currency translation adjustments, and an increase in the funded position of our retirement plans partially offset by repurchases of shares of our common stock and dividend payments. Generally, we repay any outstanding long-term debt with cash from operations or refinancing activities.
It is our view that the petroleum additives industry will provide the greatest opportunity for solid returns on our investments while minimizing risk. We remain focused on this strategy and will 34 Table of Contents evaluate any future opportunities. We will continue to evaluate all alternative uses of cash to enhance shareholder value, including stock repurchases and dividends.
It is our view that the petroleum additives industry will provide the greatest opportunity for solid returns on our investments while minimizing risk. We remain focused on this strategy and will evaluate any future opportunities. We will continue to evaluate all alternative uses of cash to enhance shareholder value, including stock repurchases and dividends.
Similarly, a 100 basis point increase in the expected rate of return to 8.7% (while holding other assumptions constant) would increase forecasted 2025 pension income by approximately $2 million. Discount Rate Assumption - We utilize a yield curve based on AA-rated corporate bond yields in developing a discount rate assumption.
Similarly, a 100 basis point increase in the expected rate of return to 8.8% (while holding other assumptions constant) would increase forecasted 2026 pension income by approximately $2 million. Discount Rate Assumption - We utilize a yield curve based on AA-rated corporate bond yields in developing a discount rate assumption.
The discount rate at December 31, 2024 was 5.875% for all plans. Net periodic benefit cost (income) for pension and postretirement benefit plans is also sensitive to changes in the discount rate.
The discount rate at December 31, 2025 was 5.875% for all plans. Net periodic benefit cost (income) for pension and postretirement benefit plans is also sensitive to changes in the discount rate.
The average interest rate for borrowings under the applicable credit facility was 6.5% during 2024 and 6.2% during 2023. 30 Table of Contents The Revolving Credit Agreement contains certain customary covenants, including financial covenants, which require us to maintain a consolidated Leverage Ratio (as defined in the Revolving Credit Agreement) of no more than 3.75 to 1.00 except during an Increased Leverage Period (as defined in the Revolving Credit Agreement).
The average interest rate for borrowings under the revolving credit facility was 5.3% during 2025 and 6.5% during 2024. 30 Table of Contents The Revolving Credit Agreement contains certain customary covenants, including financial covenants, which require us to maintain a consolidated Leverage Ratio (as defined in the Revolving Credit Agreement) of no more than 3.75 to 1.00 except during an Increased Leverage Period (as defined in the Revolving Credit Agreement).
At December 31, 2024, these costs were estimated at approximately $1 million in each of 2025 through 2029 and $9 million thereafter. We expect that cash from operations, together with borrowing available under our credit facilities, will continue to be sufficient for our operating needs and planned capital expenditures for both a short-term and long-term horizon.
At December 31, 2025, these costs were estimated at approximately $1.0 million to $1.5 million in each of 2026 through 2029 and $9 million thereafter. We expect that cash from operations, together with borrowing available under our credit facilities, will continue to be sufficient for our operating needs and planned capital expenditures for both a short-term and long-term horizon.
Both the North America and Asia Pacific regions reported increases in lubricant additives shipments, which were mostly offset by decreases in the EMEAI and Latin America regions. The EMEAI and Latin America regions reported increases in fuel additives shipments, which were more than offset by decreases in the North America and Asia Pacific regions.
Both the North America and Asia Pacific regions reported decreases in lubricant additives shipments, which were partially offset by increases in the EMEAI and Latin America regions. The Asia Pacific and Latin America regions reported increases in fuel additives shipments, which were more than offset by decreases in the North America and EMEAI regions.
An actuarial gain on the assets occurred during 2024 and 2023 as the actual investment return for all of our U.S. qualified pension plans exceeded the expected return by approximately $54 million in 2024 and $47 million in 2023. Investment gains and losses are recognized in earnings on an amortized basis over a period of 5 years.
An actuarial gain on the assets occurred during 2025 and 2024 as the actual investment return for all of our U.S. qualified pension plans exceeded the expected return by approximately $37 million in 2025 and $54 million in 2024. Investment gains and losses are recognized in earnings on an amortized basis over a period of 5 years.
The average remaining service period of active participants for our U.K. plan is approximately 15 years, while the average remaining life expectancy of inactive participants is 21 years.
The average remaining service period of active participants for our U.K. plan is approximately 15 years, while the average remaining life expectancy of inactive participants is 20 years.
Additional information on our pension and postretirement plans is in Note 18. U.S. Pension and Postretirement Benefit Plans —The average remaining service period of active participants for our U.S. plans is 13.1 years, while the average remaining life expectancy of inactive participants is 22.3 years.
Additional information on our pension and postretirement plans is in Note 18. U.S. Pension and Postretirement Benefit Plans —The average remaining service period of active participants for our U.S. plans is approximately 13 years, while the average remaining life expectancy of inactive participants is approximately 22 years.
We expect that there will be continued volatility in the net periodic benefit cost (income) for our U.K. pension plan as actual 33 Table of Contents investment returns vary from the expected return, but we continue to believe the potential benefits justify the risk premium for the target asset allocation.
We expect that there will be continued volatility in the net periodic benefit cost (income) for our U.K. pension plan as actual investment returns vary from the expected return, but we continue to believe the potential benefits justify the risk premium for the target asset allocation.
While we do not expect to make a cash contribution to our U.S. qualified pension plans, we expect our aggregate cash contributions to the U.S. pension plans will be approximately $4 million in 2025. We expect our contributions to the postretirement benefit plans will be approximately $1 million in 2025.
While we do not expect to make a cash contribution to our U.S. qualified pension plans, we expect our aggregate cash contributions to all U.S. pension plans will be approximately $4 million in 2026. We expect our contributions to the postretirement benefit plans will be approximately $1 million in 2026.
Examples of forward-looking statements include, but are not limited to, statements we make regarding future prospects of growth in the petroleum additives market, other trends in the petroleum additives market, our ability to maintain or increase our market share, our future capital expenditure levels, and our future financial results.
Examples of forward-looking statements include, but are not limited to, statements we make regarding future prospects of growth in the petroleum additives or specialty materials markets, other trends in these markets, our ability to maintain or increase our market share, and our future capital expenditure levels and our future financial results.
We use a market valuation approach for estimating water rights and our significant judgements and assumptions included comparable sales data.
We use a market valuation approach for estimating water rights and our significant judgments and assumptions included comparable sales data.
The maturity dates and interest rates, as well as information on the repayment of the principal on our long-term debt is detailed above in the Debt section, as well as in Note 14. At December 31, 2024, all of our long-term debt was at fixed rates, except for the revolving credit facility and the term loan agreement.
The maturity dates and interest rates, as well as information on the repayment of the principal on our long-term debt is detailed above in the Debt section, as well as in Note 14. At December 31, 2025, all of our long-term debt was at fixed rates, except for the revolving credit facility.
These include debt-related obligations, lease obligations, purchase commitments, including those for property, plant, and equipment, contributions to pension and postretirement benefit plans, and environmental dismantling and decontamination. 31 Table of Contents The debt-related contractual obligations include both principal payments on outstanding long-term debt and the related interest payments.
These include debt-related obligations, lease obligations, purchase commitments, including those for property, plant, and equipment, contributions to pension and postretirement benefit plans, and environmental dismantling and decontamination. The debt-related contractual obligations include both principal payments on outstanding long-term debt and the related interest payments.
For example, decreasing the expected rate of return by 100 basis points to 6.7% (while holding other assumptions constant) would decrease the forecasted 2025 income for our U.K. pension plan by approximately $2 million.
For example, decreasing the expected rate of return by 100 basis points to 6.8% (while holding other assumptions constant) would decrease the forecasted 2026 income for our U.K. pension plan by approximately $2 million.
The yield appropriate to the duration of the U.K. plan liabilities is then used. The discount rate at December 31, 2024 was 5.50%. Net periodic benefit cost (income) for the U.K. pension plan is also sensitive to changes in the discount rate.
The yield appropriate to the duration of the U.K. plan liabilities is then used. The discount rate at December 31, 2025 was 5.60%. Net periodic benefit cost (income) for the U.K. pension plan is also sensitive to changes in the discount rate.
For example, decreasing the discount rate by 100 basis points to 4.50% (while holding other assumptions constant) would decrease the forecasted 2025 income for our U.K. pension plans by approximately $400 thousand. A 100 basis point increase in the discount rate to 6.50% (while holding other assumptions constant) would increase forecasted 2025 pension income by approximately $300 thousand.
For example, decreasing the discount rate by 100 basis points to 4.60% (while holding other assumptions constant) would decrease the forecasted 2026 income for our U.K. pension plans by approximately $300 thousand. A 100 basis point increase in the discount rate to 6.60% (while holding other assumptions constant) would increase forecasted 2026 pension income by approximately $300 thousand.
We continue to have confidence in our customer-focused strategy and approach to the market. 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 of our stakeholders over the long term.
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 of our stakeholders over the long term.
Working Capital Including cash and cash equivalents and the impact of foreign currency on the balance sheet, at December 31, 2024, we had working capital of $655 million, resulting in a current ratio of 2.75 to 1. Our working capital at December 31, 2023 on the same basis was $675 million, resulting in a current ratio of 2.85 to 1.
Working Capital Including cash and cash equivalents and the impact of foreign currency on the balance sheet, at December 31, 2025, we had working capital of $640 million, resulting in a current ratio of 2.53 to 1. Our working capital at December 31, 2024 on the same basis was $655 million, resulting in a current ratio of 2.75 to 1.
We borrowed the entire $250 million available under the Term Loan Credit Agreement and paid financing costs of $0.4 million, which are being amortized over the term of the agreement. We are required to repay the principal amount borrowed under the term loan in full at maturity.
We borrowed the entire $250 million available under the Term Loan Credit Agreement and paid financing costs of $0.4 million, which were amortized over the term that principal was outstanding under the agreement. Under the agreement, we were required to repay the principal amount borrowed under the term loan in full at maturity.
We were in compliance with all covenants under the term loan as of December 31, 2024. Revolving Credit Facilit y - On January 22, 2024, we entered into a credit agreement for a $900 million revolving credit facility (the Revolving Credit Agreement).
We were in compliance with all covenants under the term loan at the time we repaid it in 2025 and as of December 31, 2024. Revolving Credit Facilit y - On January 22, 2024, we entered into a credit agreement for a $900 million revolving credit facility (the Revolving Credit Agreement).
Years Ended December 31, (in millions) 2024 2023 2022 Petroleum additives Lubricant additives $ 2,246 $ 2,296 $ 2,342 Fuel additives 390 394 412 Total 2,636 2,690 2,754 Specialty materials 141 0 0 All other 9 8 11 Net sales $ 2,786 $ 2,698 $ 2,765 Petroleum Additives - The regions in which we operate include North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and the Europe/Middle East/Africa/India (EMEAI) region.
Years Ended December 31, (in millions) 2025 2024 2023 Petroleum additives Lubricant additives $ 2,156 $ 2,246 $ 2,296 Fuel additives 378 390 394 Total 2,534 2,636 2,690 Specialty materials 182 141 0 All other 9 9 8 Net sales $ 2,725 $ 2,786 $ 2,698 Petroleum Additives - The regions in which we operate include North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and the Europe/Middle East/Africa/India (EMEAI) region.
Upon termination, we repaid the amount then outstanding under the former revolving credit facility, plus accrued and unpaid interest. Outstanding borrowings under the revolving credit facility amounted to $77 million at December 31, 2024. There were no outstanding borrowings under the former revolving credit facility at December 31, 2023.
Upon termination, we repaid the amount then outstanding under the former revolving credit facility, plus accrued and unpaid interest. Outstanding borrowings under the revolving credit facility amounted to $288 million at December 31, 2025 and $77 million at December 31, 2024.
We may, in our sole discretion and subject to the conditions set forth in the Term Loan Credit Agreement, prepay, without penalty, amounts borrowed under the term loan, together with any accrued and unpaid interest, prior to maturity. Any amounts prepaid prior to maturity are not available for additional borrowings by us.
Subject to the conditions set forth in the Term Loan Credit Agreement, we had the option to prepay, without penalty, amounts borrowed under the term loan, together with any accrued and unpaid interest, prior to maturity. Any amounts prepaid prior to maturity were not available for additional borrowings by us.
We continue to assess the market related to the intangibles and goodwill, as well as their specific values and evaluate the intangibles and goodwill for any potential impairment when significant events or circumstances occur that might impair 35 Table of Contents the value of these assets.
We continue to assess the market related to the intangibles and goodwill, as well as their specific values and evaluate the intangibles and goodwill for any potential impairment when significant events or circumstances occur that might impair the value of these assets. We have concluded the values are appropriate, as are the amortization periods for the intangibles.
Cash flows from operating activities included a decrease of $23 million from higher working capital requirements, which is further discussed in the Working Capital section below, and a decrease of $12 million for cash contributions to our pension and postretirement plans.
Cash flows from operating activities included an increase of $22 million from lower working capital requirements, which is further discussed in the Working Capital section below, and a decrease of $10 million for cash contributions to our pension and postretirement plans.
While our AMPAC acquisition is outside of our core petroleum additives business, we believe it is an excellent opportunity to provide long-term value for our shareholders. Nonetheless, our primary focus in the acquisition area remains on the petroleum additives industry.
While our recent acquisitions of AMPAC and Calca were outside of our core petroleum additives business, we believe both presented an excellent opportunity to provide long-term value for our shareholders. Nonetheless, our primary focus in the acquisition area remains on the petroleum additives industry.
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). At December 31, 2024, the Leverage Ratio was 1.33.
The Term Loan Credit Agreement contained certain customary covenants, including financial covenants, which required 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 continue to invest in and manage our business for the long-term with the goal of helping our customers succeed in their marketplaces. Our investments continue to be in organizational talent, technology development and processes, and global infrastructure.
Our business typically generates significant amounts of cash beyond its operational needs. We continue to invest in and manage our business for the long-term with the goal of helping our customers succeed in their marketplaces. Our investments continue to be in organizational talent, technology development and processes, and global infrastructure.
Net Sales Our consolidated net sales for 2024 amounted to $2.8 billion, an increase of $88 million, or 3.3%, from 2023. No single customer accounted for 10% or more of our total net sales in 2024, 2023, or 2022. The following table shows net sales by segment and product line for each of the last three years.
Net Sales Our consolidated net sales for 2025 amounted to $2.7 billion, a decrease of $61 million, or 2.2%, from 2024. No single customer accounted for 10% or more of our total net sales in 2025, 2024, or 2023. The following table shows net sales by segment and product line for each of the last three years.
We expect that there will be continued volatility in net periodic benefit cost (income) for our pension plans as actual investment returns vary from the expected return, but we continue to believe the potential long-term benefits justify the risk premium for equity investments. At December 31, 2024, our expected long-term rate of return on our postretirement plans was 4.0%.
We expect that there will be continued volatility in net periodic benefit cost 32 Table of Contents (income) for our pension plans as actual investment returns vary from the expected return, but we continue to believe the potential long-term benefits justify the risk premium for equity investments.
The following table presents petroleum additives cost of goods sold as a percentage of net sales and the operating profit margin. 27 Table of Contents Years Ended December 31, 2024 2023 2022 Cost of goods sold as a percentage of net sales 68.0 % 71.2 % 76.8 % Operating profit margin 22.5 % 19.1 % 13.7 % While operating margins will fluctuate from quarter to quarter due to multiple factors, we believe the fundamentals of our business and industry as a whole are unchanged.
Years Ended December 31, 2025 2024 2023 Cost of goods sold as a percentage of net sales 69.0 % 68.0 % 71.2 % Operating profit margin 20.5 % 22.5 % 19.1 % While operating margins will fluctuate from quarter to quarter due to multiple factors, we believe the fundamentals of our business and industry as a whole are unchanged.
Outstanding letters of credit under the applicable revolving credit facility amounted to approximately $4 million at December 31, 2024 and $2 million at December 31, 2023. The unused portion of the applicable revolving credit facility amounted to $819 million at December 31, 2024 and $898 million at December 31, 2023.
Outstanding letters of credit under the revolving credit facility amounted to approximately $4 million at both December 31, 2025 and December 31, 2024. The unused portion of the revolving credit facility amounted to $608 million at December 31, 2025 and $819 million at December 31, 2024.
Cash flows from operating activities included an increase of $134 million from lower working capital requirements and a decrease of $10 million for cash contributions to our pension and postretirement plans. FINANCIAL POSITION AND LIQUIDITY Cash At December 31, 2024, we had cash and cash equivalents of $77 million as compared to $112 million at the end of 2023.
Cash flows from operating activities included a decrease of $23 million from higher working capital requirements and a decrease of $12 million for cash contributions to our pension and postretirement plans. FINANCIAL POSITION AND LIQUIDITY Cash At December 31, 2025, we had cash and cash equivalents of $77.6 million as compared to $77.5 million at the end of 2024.
The net sales in the table below for the specialty materials segment include sales since the acquisition of AMPAC on January 16, 2024.
The net sales in the table below for the specialty materials segment include sales since the acquisitions of Calca on October 1, 2025 and AMPAC on January 16, 2024.
An actuarial gain of $16 million occurred during 2024 and an actuarial loss of $3 million occurred during 2023 on plan liabilities primarily due to changes in the assumptions. Investment and liability gains and losses are recognized in earnings on an amortized basis over a period of years.
Actuarial gains of $6 million occurred during 2025 and $16 million during 2024 on plan liabilities primarily due to changes in the assumptions. Investment and liability gains and losses are recognized in earnings on an amortized basis over a period of years. The combined net gains result in an expected amortization of $1 million in 2026.
Depreciation on segment property, plant, and equipment, as well as amortization of segment intangible assets and lease right-of-use assets, is included in segment operating profit. The following table reports segment operating profit for the last three years. The amount reported for specialty materials is for the period from January 16, 2024 to December 31, 2024.
Depreciation on segment property, plant, and equipment, as well as amortization of segment intangible assets and lease right-of-use assets, is included in segment operating profit. The following table reports segment operating profit for the last three years.
A portion of our foreign cash balances is associated with earnings that we have asserted are indefinitely reinvested. We plan to use these indefinitely reinvested earnings to support growth outside of the United States through funding of operating expenses, research and development expenses, capital expenditures, and other cash needs of our foreign subsidiaries.
We plan to use these indefinitely reinvested earnings to support growth outside of the United States through funding of operating expenses, research and development expenses, capital expenditures, and other cash needs of our foreign subsidiaries. Debt A summary of our debt instruments follows.
The target asset allocation in the U.K. is 40% in pooled equities funds, 40% in pooled government bonds, and 20% in pooled diversified growth funds. The actual allocation at the end of 2024 was 51% in pooled equities funds, 27% in pooled government bonds, 21% in pooled diversified growth funds, and 1% in cash.
The target asset allocation in the U.K. is 40% in pooled equities funds, 40% in pooled government bonds, and 20% in pooled diversified growth funds. The actual allocation at the end of 2025 was 53% in pooled equities funds, 25% in pooled government bonds, and 22% in pooled diversified growth funds.
The amortization of the actuarial net gain is expected to be approximately $4 million in 2025 resulting primarily from the actuarial gain related to the investment gains on plan assets and the actuarial gains associated with the increase in the discount rate.
The amortization of the actuarial net gain is expected to be approximately $5 million in 2026 resulting primarily from the actuarial gain related to the investment gains on plan assets.
In light of these risks and uncertainties, any forward-looking statement made in this discussion or elsewhere, might not occur. OVERVIEW When comparing the results of the petroleum additives segment for 2024 with 2023, net sales declined 2.0%, resulting primarily from a decrease in selling prices and a small unfavorable foreign currency impact. Product shipments were flat.
In light of these risks and uncertainties, any forward-looking statement made in this discussion or elsewhere might not occur. OVERVIEW When comparing the results of the petroleum additives segment for 2025 with 2024, net sales declined 3.9%, resulting primarily from lower product shipments.
The effective tax rate was 20.8% in 2024 and 20.5% in 2023. When comparing 2024 and 2023, income tax expense increased $20 million due to the higher income before income taxes and $2 million from the slightly higher effective tax rate.
Income Tax Expense Income tax expense was $142 million in 2025 and $122 million in 2024. The effective tax rate was 25.3% in 2025 and 20.8% in 2024. When comparing 2025 and 2024, income tax expense increased $25 million due to the higher effective tax rate and decreased $5 million due to lower income before income taxes.
Cash and cash equivalents held by our foreign subsidiaries amounted to approximately $71 million at December 31, 2024 and $87 million at December 31, 2023. Periodically, we repatriate cash from our foreign subsidiaries to the United States through intercompany dividends and loans. We do not anticipate significant tax consequences of future distributions of foreign earnings.
Cash and cash equivalents held by our foreign subsidiaries amounted to approximately $68 million at December 31, 2025 and $71 million at December 31, 2024. Periodically, we repatriate cash from our foreign subsidiaries to the United States through intercompany dividends and loans.
Environmental Expenses We spent approximately $37 million in 2024 and $41 million in 2023 for ongoing environmental operating and clean-up costs, excluding depreciation of previously capitalized expenditures. These environmental operating and clean-up expenses are included in cost of goods sold. We expect to continue to fund these costs through cash provided by operations.
Environmental Expenses We spent approximately $44 million in 2025 and $37 million in 2024 for ongoing environmental operating and clean-up costs, excluding depreciation of previously capitalized expenditures. These environmental operating and clean-up expenses are primarily included in cost of goods sold.
The cash flow projections included significant judgments and assumptions relating to revenue growth rates; earnings before interest, taxes, depreciation, and amortization; discount rate; contributory asset charges; and customer attrition rate for customer bases and revenue growth rates; royalty rates; and discount rate for formulas and technology and trademarks and trade names.
We estimate fair value for these identifiable intangibles using an income valuation approach for customer bases, backlog, formulas and technology, and trademarks and trade names. The cash flow projections include significant judgments and assumptions relating to revenue growth rates; earnings before interest, taxes, depreciation, and amortization; discount rate; contributory asset charges; customer attrition rate; and royalty rates, as applicable.
Years Ended December 31, (in millions) 2024 2023 2022 Petroleum additives $ 592 $ 514 $ 378 Specialty materials $ 17 $ 0 $ 0 All other $ (2) $ (5) $ (2) Petroleum Additives - Petroleum additives segment gross profit increased $69 million, and segment operating profit increased $78 million when comparing 2024 to 2023.
Years Ended December 31, (in millions) 2025 2024 2023 Petroleum additives $ 520 $ 592 $ 514 Specialty materials $ 47 $ 17 $ 0 All other $ (5) $ (2) $ (5) 27 Table of Contents Petroleum Additives - Petroleum additives segment gross profit decreased $60 million, and segment operating profit decreased $72 million when comparing 2025 to 2024.
Specialty Materials - The specialty materials segment comprises the operations of AMPAC, which operates predominantly in the North America region. Total net sales were $141 million for the period that we owned AMPAC during 2024.
Specialty Materials - The specialty materials segment comprises the operations of AMPAC and Calca, both of which operate predominantly in the North America region. Total net sales for the specialty materials segment were $182 million for 2025 and $141 million for 2024.
RECENTLY ISSUED ACCOUNTING STANDARDS For a full discussion of the more significant recently issued accounting standards, see Note 23.
RECENT ACCOUNTING PRONOUNCEMENTS For a discussion of recently issued accounting standards, see Note 23.
Additionally, interpretations of tax laws, court decisions, or other guidance provided by taxing authorities influence our estimate of the effective income tax rate. As a result, our actual effective income tax rate and related income tax liabilities may differ materially from our estimated effective tax rate and related income tax liabilities.
Additionally, interpretations of tax laws, court decisions, or other guidance provided by taxing authorities influence our estimate of the effective income tax rate.
In addition, further disclosure of the effect of changes in these assumptions is provided in the Financial Position and Liquidity section of Item 7. Environmental and Legal Proceedings We have disclosed our environmental matters in Item 1 of this Annual Report on Form 10-K, as well as in Note 21.
In addition, information is provided on the pension and postretirement plans in Note 18. Environmental and Legal Proceedings We have disclosed our environmental matters in Item 1 of this Annual Report on Form 10-K, as well as in Note 21.
We believe our capital spending is creating the capability we need to grow and support our customers worldwide, and our research and development investments are positioning us well to provide added value to our customers.
We regularly review our many internal opportunities to utilize excess cash from technological, geographic, production capability, and product line perspectives. We believe our capital spending is creating the capability we need to grow and support our customers worldwide, and our research and development investments are positioning us well to provide added value to our customers.
We used the net proceeds from the offering for the repayment and redemption of our 4.10% senior notes and for general corporate purposes. We incurred financing costs in 2021 of approximately $4 million related to the 2.70% senior notes, which are being amortized over the term of the notes.
We incurred financing costs in 2021 of approximately $4 million related to the 2.70% senior notes, which are being amortized over the term of the notes.
Net periodic benefit cost (income) for the pension and the life insurance portion of postretirement plans are sensitive to changes in the expected return on assets.
We expect to have net periodic benefit income for our pension and postretirement plans during 2026, as the expected return on assets and amortization is higher than the offsetting benefit costs. Net periodic benefit cost (income) for the pension and the life insurance portion of postretirement plans is sensitive to changes in the expected return on assets.
These notes bear interest at 3.78% with interest payable semiannually. We made the first principal payment of $50 million on January 4, 2025 and have four remaining principal payments of $50 million due January 4 of each year through 2029. We have the right to make optional prepayments on the notes at any time, subject to certain limitations.
These notes bear interest at 3.78% with interest payable semiannually. We have made two principal payments of $50 million each on January 4, 2025 and January 5, 2026. We have three remaining principal payments of $50 million due January 4 of each year through 2029.
Liquidity and Contractual Obligations We have both current and long-term obligations that have known payment streams and are discussed throughout this Annual Report on Form 10-K.
We expect to continue to fund these costs through cash provided by operations. 31 Table of Contents Liquidity and Contractual Obligations We have both current and long-term obligations that have known payment streams and are discussed throughout this Annual Report on Form 10-K.
Net sales for the year ended December 31, 2023 $ 2,690 Lubricant additives shipments 10 Fuel additives shipments (10) Selling prices (51) Foreign currency impact, net (3) Net sales for the year ended December 31, 2024 $ 2,636 When comparing petroleum additives net sales for 2024 with 2023, the primary driver was lower selling prices along with a small unfavorable foreign currency impact.
Net sales for the year ended December 31, 2024 $ 2,636 Lubricant additives shipments (88) Fuel additives shipments (13) Selling prices, including product mix (6) Foreign currency impact, net 5 Net sales for the year ended December 31, 2025 $ 2,534 When comparing petroleum additives net sales for 2025 with 2024, the primary driver was lower product shipments in both lubricant additives and fuel additives, along with a smaller unfavorable impact from lower selling prices.
The working capital of AMPAC is included in our consolidated balance sheet at December 31, 2024. Other than the impact of AMPAC working capital, the most significant change in working capital since December 31, 2023 included a decrease in trade and other accounts receivable offset by an increase in inventories.
The working capital of Calca is included in our consolidated balance sheet at December 31, 2025. Excluding the impact of Calca working capital, the most significant change in working capital since December 31, 2024 included increases in both trade and other accounts receivable and accrued expenses.
Debt A summary of our debt instruments follows. A full discussion is in Note 14. 29 Table of Contents 2.70% Senior Notes - On March 18, 2021, we issued $400 million aggregate principal amount of 2.70% senior notes due 2031 at an issue price of 98.763%.
A full discussion is in Note 14. 2.70% Senior Notes - On March 18, 2021, we issued $400 million aggregate principal amount of 2.70% senior notes due 2031 at an issue price of 98.763%. We used the net proceeds from the offering for the repayment and redemption of our 4.10% senior notes and for general corporate purposes.
The amounts for both periods included the components of net periodic benefit cost (income), except for service costs, from defined benefit pension and postretirement plans. See Note 18 for further information on total periodic benefit cost (income). 28 Table of Contents Income Tax Expense Income tax expense was $122 million in 2024 and $100 million in 2023.
The amounts for both periods included the components of net periodic benefit cost (income), except for service costs, from defined benefit pension and postretirement plans, which also represent most of the difference between the two years. See Note 18 for further information on total periodic benefit cost (income).
Based on the actual asset allocation and the expected yields available in the U.K. markets, the expected long-term rate of return for the U.K. pension plan was 7.7% at December 31, 2024.
Based on the actual asset allocation and the expected yields available in the U.K. markets, the expected long-term rate of return for the U.K. pension plan was 7.8% at December 31, 2025. 33 Table of Contents An actuarial gain on the assets occurred during both 2025 and 2024 as the actual investment return exceeded the expected investment return by approximately $6 million in 2025 and $1 million in 2024.
The increase in interest and financing expense between 2024 and 2023 resulted primarily from both higher average debt outstanding and a higher average interest rate. Other Income (Expense), Net Other income (expense), net was income of $51 million in 2024 and $43 million in 2023.
The decrease in interest and financing expense between 2025 and 2024 resulted primarily from lower average debt outstanding, along with a lower average interest rate. 28 Table of Contents Other Income (Expense), Net Other income (expense), net reflected income of $57 million in 2025 and $51 million in 2024.
We expect our aggregate U.K. cash contributions will be approximately $3 million in 2024. OUTLOOK Our goal is to provide a 10% compounded return per year for our shareholders over any ten-year period (defined by earnings per share growth plus dividend yield), although we may not necessarily achieve a 10% return each year.
OUTLOOK Our goal is to provide a 10% compounded return per year for our shareholders over any ten-year period (defined as earnings per share growth plus dividend yield), although we may not necessarily achieve a 10% return each year. We continue to have confidence in our customer-focused strategy and approach to the market.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements The following discussion, as well as other discussions in this Annual Report on Form 10-K, contains forward-looking statements about future events and expectations within the meaning of the Private Securities Litigation Reform Act of 1995.
The MD&A should be read in conjunction with Item 1, "Business" and the Consolidated Financial Statements in Item 8, "Financial Statements and Supplementary Data." Specific Note references within this Item are to the Notes to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data." Forward-Looking Statements The following discussion, as well as other discussions in this Annual Report on Form 10-K, contains forward-looking statements about future events and expectations within the meaning of the Private Securities Litigation Reform Act of 1995.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThis analysis does not consider other possible effects that could impact our business. 36 Table of Contents Interest Rate Risk At December 31, 2024, we had total long-term debt of $971 million. All of the long-term debt is at fixed rates except for $77 million outstanding under the revolving credit facility and $250 million outstanding under the term loan agreement.
Biggest changeInterest Rate Risk At December 31, 2025, we had total long-term debt of $883 million. All of the long-term debt is at fixed rates except for $288 million outstanding under the revolving credit facility.
At December 31, 2024, we had no outstanding forward contracts. Raw Material Price Risk We utilize a variety of raw materials in the manufacture of our products, including base oil, polyisobutylene, antioxidants, alcohols, solvents, detergents, friction modifiers, olefins, and copolymers.
At December 31, 2025, we had no outstanding forward contracts. Raw Material Price Risk We utilize a variety of raw materials in the manufacture of our products, including base oil, polyisobutylene, antioxidants, alcohols, solvents, detergents, friction modifiers, olefins, and copolymers.
Holding all other variables constant, a hypothetical 100 basis point decrease in interest rates would have resulted in a change of $30 million in fair value of our debt at December 31, 2024. Foreign Currency Risk We sell to customers in foreign markets through our foreign subsidiaries, as well as through export sales from the United States.
Holding all other variables constant, a hypothetical 100 basis point decrease in interest rates would have resulted in a change of $24 million in fair value of our debt at December 31, 2025. Foreign Currency Risk We sell to customers in foreign markets through our foreign subsidiaries, as well as through export sales from the United States.
The following analysis presents the effect on our results of operations, cash flows, and financial position as if the hypothetical changes in market risk factors occurred at December 31, 2024. We analyzed only the potential impacts of our hypothetical assumptions.
The following analysis presents the effect on our results of operations, cash flows, and financial position as if the hypothetical changes in market risk factors occurred at December 31, 2025. We analyzed only the potential impacts of our hypothetical assumptions. This analysis does not consider other possible effects that could impact our business.
We manage these risks through regular operating and financing methods, including the use of derivative financial instruments when deemed appropriate. When we have derivative instruments, they are with major financial institutions and are not for speculative or trading purposes.
These risk factors may affect our results of operations, cash flows, and financial position. 36 Table of Contents We manage these risks through regular operating and financing methods, including the use of derivative financial instruments when deemed appropriate. When we have derivative instruments, they are with major financial institutions and are not for speculative or trading purposes.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to many market risk factors, including changes in the cost of raw materials, as well as interest and foreign currency rates. These risk factors may affect our results of operations, cash flows, and financial position.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk factors, including interest rates, foreign currency rates, and changes in the cost of raw materials.
There was no interest rate risk at the end of the year associated with the fixed rate debt. Holding all other variables constant, if the variable portion of the interest rates hypothetically increased 10%, the effect on our earnings and cash flow would have been additional interest expense of $2 million.
Holding all other variables constant, if the variable portion of the interest rates hypothetically increased 10%, the effect on our earnings and cash flow would have been additional interest expense of $1 million.

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