NEWMARKET CORP 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of NewMarket Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of NewMarket Corporation and its subsidiaries (the “Company”) as of December 31, 2021 and December 31, 2020, and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies 36 Table of Contents and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Pension Benefit Obligation As described in Note 18 to the consolidated financial statements, the Company’s consolidated pension benefit obligation, excluding other postretirement benefits, was $714 million as of December 31, 2021. Management develops the actuarial assumptions used by the various US and foreign plans based upon the circumstances of each particular country and pension plan. As disclosed by management, the determination of the pension benefit obligation requires the use of estimates and assumptions. Management’s assumption in the determination of the pension benefit obligation is the discount rate. The principal considerations for our determination that performing procedures relating to the valuation of the pension benefit obligation is a critical audit matter are the significant judgment by management to determine the pension benefit obligation. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s significant assumption used in the valuation of the pension benefit obligation, specifically the discount rate. In addition, the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the pension benefit obligation, including controls over the Company’s methods, significant assumption, and data. These procedures also included, among others, testing the completeness, accuracy, and relevance of underlying data used in the valuation of the pension benefit obligation. With the involvement of professionals with specialized skill and knowledge to assist, these procedures also included testing management’s process for determining the pension benefit obligation, evaluating the appropriateness of the methods, and evaluating the reasonableness of the significant assumption, specifically the discount rate. /s/ PricewaterhouseCoopers LLP Richmond, Virginia February 15, 2022 We have served as the Company’s or its predecessor's auditor since 1947. 37 Table of Contents NewMarket Corporation and Subsidiaries Consolidated Statements of Income Years Ended December 31, (in thousands, except per-share amounts) 2021 2020 2019 Net sales $ 2,356,110 $ 2,010,931 $ 2,190,295 Cost of goods sold 1,808,403 1,415,899 1,560,426 Gross profit 547,707 595,032 629,869 Selling, general, and administrative expenses 145,973 142,863 148,083 Research, development, and testing expenses 143,952 140,367 144,465 Operating profit 257,782 311,802 337,321 Interest and financing expenses, net 34,218 26,328 29,241 Other income (expense), net 23,987 45,813 23,510 Income before income tax expense 247,551 331,287 331,590 Income tax expense 56,643 60,719 77,304 Net income $ 190,908 $ 270,568 $ 254,286 Earnings per share - basic and diluted $ 17.71 $ 24.64 $ 22.73 See accompanying Notes to Consolidated Financial Statements 38 Table of Contents NewMarket Corporation and Subsidiaries Consolidated Statements of Comprehensive Income Years Ended December 31, (in thousands) 2021 2020 2019 Net income $ 190,908 $ 270,568 $ 254,286 Other comprehensive income (loss): Pension plans and other postretirement benefits: Prior service credit (cost) arising during the period, net of income tax expense (benefit) of $ 8 in 2021, $( 16 ) in 2020 and $( 257 ) in 2019 27 ( 49 ) ( 756 ) Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 628 ) in 2021, $( 680 ) in 2020 and $( 681 ) in 2019 ( 1,977 ) ( 2,120 ) ( 2,211 ) Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $ 29,035 in 2021, $( 5,852 ) in 2020 and $ 5,952 in 2019 89,167 ( 25,441 ) 16,739 Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $ 2,263 in 2021, $ 1,460 in 2020 and $ 901 in 2019 7,076 4,634 2,988 Total pension plans and other postretirement benefits 94,293 ( 22,976 ) 16,760 Foreign currency translation adjustments, net of income tax expense (benefit) of $( 380 ) in 2021, $( 636 ) in 2020 and $( 181 ) in 2019 ( 3,356 ) 12,560 1,808 Other comprehensive income (loss) 90,937 ( 10,416 ) 18,568 Comprehensive income $ 281,845 $ 260,152 $ 272,854 See accompanying Notes to Consolidated Financial Statements 39 Table of Contents NewMarket Corporation and Subsidiaries Consolidated Balance Sheets December 31, (in thousands, except share amounts) 2021 2020 ASSETS Current assets: Cash and cash equivalents $ 83,304 $ 125,172 Marketable securities 375,918 0 Trade and other accounts receivable, net 391,779 336,395 Inventories 498,539 401,031 Prepaid expenses and other current assets 38,633 35,480 Total current assets 1,388,173 898,078 Property, plant, and equipment, net 676,770 665,147 Intangibles (net of amortization) and goodwill 127,752 129,944 Prepaid pension cost 242,604 137,069 Operating lease right-of-use assets 68,402 61,329 Deferred charges and other assets 54,735 42,308 Total assets $ 2,558,436 $ 1,933,875 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 246,097 $ 189,937 Accrued expenses 85,103 78,422 Dividends payable 16,648 15,184 Income taxes payable 4,442 3,760 Operating lease liabilities 15,709 13,410 Current portion of long-term debt 349,434 0 Other current liabilities 7,654 11,742 Total current liabilities 725,087 312,455 Long-term debt 789,853 598,848 Operating lease liabilities - noncurrent 52,591 48,324 Other noncurrent liabilities 228,776 214,424 Total liabilities 1,796,307 1,174,051 Commitments and contingencies (Note 21) Shareholders’ equity: Common stock and paid-in capital (with no par value; authorized shares - 80,000,000 ; issued and outstanding - 10,362,722 at December 31, 2021 and 10,921,377 at December 31, 2020) 0 717 Accumulated other comprehensive loss ( 82,227 ) ( 173,164 ) Retained earnings 844,356 932,271 Total shareholders' equity 762,129 759,824 Total liabilities and shareholders' equity $ 2,558,436 $ 1,933,875 See accompanying Notes to Consolidated Financial Statements 40 Table of Contents NewMarket Corporation and Subsidiaries Consolidated Statements of Shareholders’ Equity Common Stock and Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shareholders’ Equity (in thousands, except share and per-share amounts) Shares Amount Balance at December 31, 2018 11,184,482 $ 0 $ ( 181,316 ) $ 671,223 $ 489,907 Net income 254,286 254,286 Other comprehensive income (loss) 18,568 18,568 Cash dividends ($ 7.30 per share) ( 81,676 ) ( 81,676 ) Tax withholdings related to stock-based compensation ( 603 ) ( 304 ) ( 304 ) Stock-based compensation 4,670 2,269 48 2,317 Balance at December 31, 2019 11,188,549 1,965 ( 162,748 ) 843,881 683,098 Net income 270,568 270,568 Other comprehensive income (loss) ( 10,416 ) ( 10,416 ) Cash dividends ($ 7.60 per share) ( 83,417 ) ( 83,417 ) Repurchases of common stock ( 270,963 ) ( 2,630 ) ( 98,804 ) ( 101,434 ) Tax withholdings related to stock-based compensation ( 1,547 ) ( 641 ) ( 641 ) Stock-based compensation 5,338 2,023 43 2,066 Balance at December 31, 2020 10,921,377 717 ( 173,164 ) 932,271 759,824 Net income 190,908 190,908 Other comprehensive income (loss) 90,937 90,937 Cash dividends ($ 8.00 per share) ( 85,910 ) ( 85,910 ) Repurchases of common stock ( 566,671 ) ( 3,305 ) ( 192,915 ) ( 196,220 ) Stock-based compensation 8,016 2,588 2 2,590 Balance at December 31, 2021 10,362,722 $ 0 $ ( 82,227 ) $ 844,356 $ 762,129 See accompanying Notes to Consolidated Financial Statements 41 Table of Contents NewMarket Corporation and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, (in thousands) 2021 2020 2019 Cash and cash equivalents at beginning of year $ 125,172 $ 144,397 $ 73,040 Cash flows from operating activities: Net income 190,908 270,568 254,286 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 84,320 84,002 87,560 Deferred income tax expense 1,978 7,554 7,384 Unrealized (gain) loss on marketable securities 7,440 0 0 Gain on sale of land 0 ( 16,483 ) 0 Change in assets and liabilities: Trade and other accounts receivable, net ( 53,990 ) 2,591 ( 22,587 ) Inventories ( 96,199 ) ( 33,111 ) 31,884 Prepaid expenses and other current assets ( 2,691 ) ( 6,138 ) ( 2,742 ) Accounts payable and accrued expenses 60,407 7,077 8,859 Operating lease liabilities ( 18,204 ) ( 17,801 ) ( 16,496 ) Other current liabilities ( 6,240 ) 228 1,866 Income taxes payable 562 ( 6,935 ) 3,979 Cash pension and postretirement contributions ( 10,342 ) ( 10,655 ) ( 9,932 ) Other, net 7,387 3,257 ( 6,849 ) Cash provided from (used in) operating activities 165,336 284,154 337,212 Cash flows from investing activities: Capital expenditures ( 78,934 ) ( 93,316 ) ( 59,434 ) Purchases of marketable securities ( 393,434 ) 0 0 Proceeds from sales and maturities of marketable securities 10,957 0 0 Proceeds from sale of land 0 20,000 0 Other, net 0 ( 927 ) 0 Cash provided from (used in) investing activities ( 461,411 ) ( 74,243 ) ( 59,434 ) Cash flows from financing activities: Net borrowings (repayments) under revolving credit facility 148,000 ( 44,678 ) ( 123,451 ) Issuance of 2.70 % senior notes 395,052 0 0 Dividends paid ( 85,910 ) ( 83,417 ) ( 81,676 ) Debt issuance costs ( 3,897 ) ( 1,349 ) 0 Repurchases of common stock ( 196,220 ) ( 101,434 ) 0 Other, net ( 1,892 ) ( 585 ) ( 2,952 ) Cash provided from (used in) financing activities 255,133 ( 231,463 ) ( 208,079 ) Effect of foreign exchange on cash and cash equivalents ( 926 ) 2,327 1,658 (Decrease) increase in cash and cash equivalents ( 41,868 ) ( 19,225 ) 71,357 Cash and cash equivalents at end of year $ 83,304 $ 125,172 $ 144,397 See accompanying Notes to Consolidated Financial Statements 42 Table of Contents Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies Consolidation —Our consolidated financial statements include the accounts of NewMarket Corporation and its subsidiaries. All intercompany transactions are eliminated upon consolidation. References to "we," "us," "our," the "company," and "NewMarket" are to NewMarket Corporation and its consolidated subsidiaries, unless the context indicates otherwise. NewMarket is the parent company of separate operating companies, each managing its own assets and liabilities. Those companies are Afton, which focuses on petroleum additive products; Ethyl, representing certain contracted manufacturing and services, as well as the antiknock compounds business; and NewMarket Development, which manages the real property and improvements that we own in Virginia. NewMarket is also the parent company of NewMarket Services, which provides various administrative services to NewMarket, Afton, Ethyl, and NewMarket Development. Certain reclassifications have been made to the accompanying consolidated financial statements and the related notes to conform to the current presentation. Foreign Currency Translation —We translate the balance sheets of our foreign subsidiaries into U.S. Dollars based on the current exchange rate at the end of each period. We translate the statements of income using the weighted-average exchange rates for the period. NewMarket includes translation adjustments in the Consolidated Balance Sheets as part of accumulated other comprehensive loss and transaction adjustments in the Consolidated Statements of Income as part of cost of goods sold. Foreign currency transaction adjustments resulted in a net loss of $ 6 million in 2021, $ 3 million in 2020, and $ 4 million 2019 . Revenue Recognition —We recognize revenue when control of the product is transferred to our customer and for an amount that reflects the consideration we expect to collect from the customer. Net sales (revenues) are reported at the gross amount billed, including amounts related to shipping that are charged to the customer. Provisions for rebates to customers are recorded in the same period that the related sales are recorded. Freight costs incurred on the delivery of products are included in the Consolidated Statements of Income in cost of goods sold. Our standard terms of delivery are included in our contracts, sales order confirmation documents, and invoices. Taxes assessed by a governmental authority concurrent with sales to our customers, including sales, use, value-added, and revenue-related excise taxes, are not included as net sales, but are reflected in accrued expenses until remitted to the appropriate governmental authority. Cash and Cash Equivalents —Our cash equivalents consist of government obligations and commercial paper with original maturities of 90 days or less. Throughout the year, we have cash balances in excess of federally insured amounts on deposit with various financial institutions. We state cash and cash equivalents at cost, which approximates fair value. Marketable Securities —Our trading and equity securities are recorded at estimated fair value. Unrealized gains and losses on trading and equity securities are included in net income. Accounts Receivable —We record our accounts receivable at outstanding principal adjusted for allowances for credit losses. The allowance for credit losses represents probable losses to be incurred if our customers do not make required payments. We determine the adequacy of the allowance by periodically evaluating each customer’s receivable balance, considering their financial condition and credit history, and considering current economic conditions. The allowance for credit losses was not material at December 31, 2021 or December 31, 2020. Inventories —NewMarket values its inventories at the lower of cost or net realizable value. In the United States, petroleum additives inventory cost is determined on the last-in, first-out (LIFO) basis. For all other inventory, we determine cost using a weighted-average method. Inventory cost includes raw materials, direct labor, and manufacturing overhead. Property, Plant, and Equipment —We state property, plant, and equipment at cost less accumulated depreciation and compute depreciation by the straight-line method based on the estimated useful lives of the assets. We capitalize expenditures for significant improvements that extend the useful life of the related property. We expense repairs and maintenance, including plant turnaround costs, as incurred. When property is sold or retired, we remove the cost and accumulated depreciation from the accounts and any related gain or loss is included in earnings. 43 Table of Contents Notes to Consolidated Financial Statements Intangibles (Net of Amortization) and Goodwill —Identifiable intangibles include the cost of acquired contracts, formulas and technology, trademarks and trade names, and customer bases. We assign a value to identifiable intangibles based on independent third-party appraisals and management's assessment at the time of acquisition. NewMarket amortizes the cost of the customer bases by an accelerated method and the cost of the remaining identifiable intangibles by the straight-line method over the estimated economic life of the intangible. Goodwill arises from the excess of cost over the net assets of businesses acquired. Goodwill represents the residual purchase price after allocation to all identifiable net assets. We test goodwill for impairment each year, as well as whenever a significant event or circumstance occurs which could reduce the fair value of the reporting unit to which the goodwill applies below the carrying amount of the reporting unit. Impairment of Long-Lived Assets —When significant events or circumstances occur that might impair the value of long-lived assets, we evaluate recoverability of the recorded cost of these assets. Assets are considered to be impaired if their carrying amount is not recoverable from the estimated undiscounted future cash flows associated with the assets. If we determine an asset is impaired and its recorded cost is higher than estimated fair market value based on the estimated present value of future cash flows, we adjust the asset to estimated fair market value. Environmental Costs —NewMarket capitalizes environmental compliance costs if they extend the useful life of the related property or prevent future contamination. Environmental compliance costs also include maintenance and operation of pollution prevention and control facilities. We expense these compliance costs in cost of goods sold as incurred. Accrued environmental remediation and monitoring costs relate to an existing condition caused by past operations. NewMarket accrues these costs in current operations within cost of goods sold in the Consolidated Statements of Income when it is probable that we have incurred a liability and the amount can be reasonably estimated. These estimates are based on an assessment of the site, available clean-up methods, and prior experience in handling remediation. When we can reliably determine the amount and timing of future cash flows, we discount these liabilities, incorporating an inflation factor. Legal Costs —We expense legal costs in the period incurred. Employee Savings Plan —Most of our full-time salaried and hourly employees may participate in defined contribution savings plans. Employees who are covered by collective bargaining agreements may also participate in a savings plan according to the terms of their bargaining agreements. Employees, as well as NewMarket, contribute to the plans. We made contributions of $ 7 million in 2021, $ 7 million in 2020, and $ 6 million in 2019 related to these plans. Research, Development, and Testing Expenses —NewMarket expenses all research, development, and testing costs as incurred. R&D costs include personnel-related costs, as well as internal and external testing of our products. Income Taxes —We recognize deferred income taxes for temporary differences between the financial reporting basis and the income tax basis of assets and liabilities. We also adjust for changes in tax rates and laws at the time the changes are enacted. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. We typically remove a tax impact from accumulated other comprehensive loss when the underlying circumstance which gave rise to the tax impact no longer exists. We recognize accrued interest and penalties associated with uncertain tax positions as part of income tax expense on our Consolidated Statements of Income. Leases —We determine if an arrangement includes a lease at the inception of the agreement. The right-of-use asset and lease liability are determined at the lease commencement date and are based on the present value of estimated lease payments. Our lease agreements contain both fixed and variable lease payments. In some cases, variable lease payments are based on a rate or an index. Fixed lease payments, as well as variable lease payments which are based on a rate or index, are included in the determination of the right-of-use asset and lease liability at lease inception. Variable lease payments that are not based on a rate or index are expensed when incurred. The present value of estimated lease payments is determined utilizing the rate implicit in the lease agreement, if that rate can be determined. If the implicit rate cannot be determined, the present value of estimated lease payments is determined 44 Table of Contents Notes to Consolidated Financial Statements utilizing our incremental borrowing rate. The incremental borrowing rate is determined at the lease commencement date and is developed utilizing a readily available market interest rate curve adjusted for our credit quality. Some of our leases include an option to renew that can extend the lease term. For those leases which are reasonably certain to be renewed, we include the renewal in the lease term. We do not recognize leases with terms of 12 months or less on the balance sheet for any lease class, except the railcar lease class. For the short-term leases not recorded on the balance sheet, the lease payments are recognized in the consolidated statements of income on a straight-line basis over the lease term. We account for the lease and nonlease components as a single lease component in determining the right-of-use assets and lease liabilities for all lease classes. Derivative Financial Instruments and Hedging Activities —We are exposed to certain risks arising from both our business operations and economic conditions. We manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage certain economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our debt funding, as well as through the use of derivative financial instruments. We sometimes enter into interest rate swaps to manage our exposure to interest rate movements. In addition, our foreign operations expose us to fluctuations of foreign exchange rates. These fluctuations may impact our results of operations, financial position, and cash flows. To manage this exposure, we sometimes enter into foreign currency forward contracts to minimize currency exposure due to cash flows from foreign operations. We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may enter into derivative contracts that are intended to economically hedge certain of our risks, even though hedge accounting does not apply or we elect not to apply hedge accounting. We do not enter into derivative instruments for speculative purposes. We had no derivative financial instruments outstanding at December 31, 2021 or December 31, 2020. Stock-based Compensation —We calculate the fair value of restricted stock and restricted stock units based on the closing price of our common stock on the date of grant. If award recipients are entitled to receive dividends during the vesting period, we make no adjustment to the fair value of the award for dividends. If the award does not entitle recipients to dividends during the vesting period, we reduce the grant-date price of our common stock by the present value of the dividends expected to be paid on the underlying shares during the vesting period, discounted at the risk-free interest rate. We recognize stock-based compensation expense for the number of awards expected to vest on a straight-line basis over the requisite service period. Estimates and Risks Due to Concentration of Business —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. In addition, our financial results can be influenced by certain risk factors. Some of our significant concentrations of risk include the following: • reliance on a small number of significant customers; • customers concentrated in the fuel and lubricant industries; and • production of several of our products solely at one facility. 45 Table of Contents Notes to Consolidated Financial Statements 2. Net Sales Our revenues are primarily derived from the manufacture and sale of petroleum additives products. We sell petroleum additives products across the world including to customers located in our North America, Latin America, Asia Pacific, and EMEAI regions. Our customers primarily consist of global, national, and independent oil companies. While some of our customers have payment terms beyond 30 days, we do not provide extended payment terms of a year or more, nor do our contracts include a financing component. Our allowance for credit losses is immaterial, as are any bad debts we incur. In limited cases, we collect funds in advance of shipping product to our customers and recognizing the related revenue. These prepayments from customers are recorded as a contract liability to our customer until we recognize the revenue. Prepayments from our customers totaled $ 1 million at both December 31, 2021 and December 31, 2020. Revenue recognized from funds collected in advance from customers in an earlier period was $ 2 million in 2021 and $ 1 million in both 2020 and 2019. We recognize revenue when control of the product is transferred to our customer and for an amount that reflects the consideration we expect to collect from the customer. Control is generally transferred to the customer when title transfers (which may include physical possession by the customer), we have a right to payment from the customer, the customer has accepted the product, and the customer has assumed the risks and rewards of ownership. We have supplier managed inventory arrangements with some of our customers to facilitate on-demand product availability. In some cases, the inventory resides at a customer site, although title has not transferred, we are not entitled to payment, and we have not invoiced for the product. We have evaluated the contract terms under these arrangements and have determined that control transfers when the customer uses the product, at which time revenue is recognized. Our contracts generally include one performance obligation, which is providing petroleum additives products. The performance obligation is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts. Taxes assessed by a governmental authority which are concurrent with sales to our customers, including sales, use, value-added, and revenue-related excise taxes, are collected by us from the customer and are not included in net sales, but are reflected in accrued expenses until remitted to the appropriate governmental authority. When we are responsible for shipping and handling costs after title has transferred, we account for those as fulfillment costs and include them in cost of goods sold. Some of our contracts include variable consideration in the form of rebates or business development funds. We record rebates at the point of sale as contra-revenue when we can reasonably estimate the amount of the rebate. The estimates are based on our best judgment at the time of sale, which includes anticipated as well as historical performance. Depending upon the specific terms of a business development fund, amounts are accrued as contra-revenue at the point of sale or are expensed when costs are incurred by us. We regularly review both rebates and business development funds and make adjustments when necessary, recognizing the full amount of any adjustment in the period identified. We recognized an increase to net sales of $ 4 million for 2021, $ 2 million for 2020, and $ 1 million for 2019 related to adjustments to rebates or business development funds which were recognized in revenue in a prior period. At December 31, 2021, accrued rebates were $ 26 million and accrued business development funds were $ 2 million. At December 31, 2020, accrued rebates were $ 24 million and accrued business development funds were $ 1 million. The following table provides information on our net sales by geographic area. Information on net sales by segment is in Note 4. 46 Table of Contents Notes to Consolidated Financial Statements Years Ended December 31, (in thousands) 2021 2020 2019 Net sales United States $ 780,278 $ 650,654 $ 728,125 China 255,219 213,788 225,498 Europe, Middle East, Africa, India 708,675 651,645 700,081 Asia Pacific, except China 325,621 279,847 311,469 Other foreign 286,317 214,997 225,122 Net sales $ 2,356,110 $ 2,010,931 $ 2,190,295 3 . Earnings Per Share We had 26,572 shares in 2021, 19,951 shares in 2020, and 20,441 shares in 2019 of nonvested restricted stock that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive. The nonvested restricted stock is considered a participating security since the restricted stock contains nonforfeitable rights to dividends. As such, we use the two-class method to compute basic and diluted earnings per share for all periods presented since this method yields the most dilutive result. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share. Years Ended December 31, (in thousands, except per-share amounts) 2021 2020 2019 Earnings per share numerator: Net income attributable to common shareholders before allocation of earnings to participating securities $ 190,908 $ 270,568 $ 254,286 Earnings allocated to participating securities 462 448 441 Net income attributable to common shareholders after allocation of earnings to participating securities $ 190,446 $ 270,120 $ 253,845 Earnings per share denominator: Weighted-average number of shares of common stock outstanding - basic and diluted 10,756 10,961 11,166 Earnings per share - basic and diluted $ 17.71 $ 24.64 $ 22.73 4. Segment and Geographic Area Information Segment Information —The tables below show our consolidated segment results. The “All other” category includes the operations of the antiknock compounds business, as well as certain contracted manufacturing and services associated with Ethyl. The segment accounting policies are the same as those described in Note 1. We evaluate the performance of the petroleum additives business based on segment operating profit. NewMarket Services departments and other expenses are billed to Afton and Ethyl based on the services provided under the holding company structure. Depreciation on segment property, plant, and equipment, as well as amortization of segment intangible assets and lease right-of-use assets are included in segment operating profit. No transfers occurred between the petroleum additives segment and the “All other” category during the periods presented. The table below reports net sales and operating profit by segment, as well as a reconciliation to income before income tax expense, for the last three years. 47 Table of Contents Notes to Consolidated Financial Statements Years Ended December 31, (in thousands) 2021 2020 2019 Net sales Petroleum additives Lubricant additives $ 1,998,772 $ 1,686,649 $ 1,778,473 Fuel additives 345,170 314,918 397,431 Total 2,343,942 2,001,567 2,175,904 All other 12,168 9,364 14,391 Net sales (a) $ 2,356,110 $ 2,010,931 $ 2,190,295 Segment operating profit Petroleum additives $ 281,055 $ 333,241 $ 359,228 All other ( 1,525 ) ( 100 ) ( 1,562 ) Segment operating profit 279,530 333,141 357,666 Corporate, general, and administrative expenses ( 21,214 ) ( 21,744 ) ( 20,345 ) Interest and financing expenses, net ( 34,218 ) ( 26,328 ) ( 29,241 ) Other income (expense), net 23,453 46,218 23,510 Income before income tax expense $ 247,551 $ 331,287 $ 331,590 (a) No single customer accounted for 10% or more of our total net sales in 2021, 2020, or 2019. The following tables show asset information by segment and the reconciliation to consolidated assets. Segment assets consist of accounts receivable, inventory, and long-lived assets. Long-lived assets included in the petroleum additives segment amounts in the table below include property, plant, and equipment (net of depreciation), intangibles (net of amortization) and goodwill, and lease right-of-use assets. The additions to long-lived assets include property, plant, and equipment and lease right-of-use assets. December 31, (in thousands) 2021 2020 Segment assets Petroleum additives $ 1,752,467 $ 1,557,834 All other 12,602 18,383 1,765,069 1,576,217 Cash and cash equivalents 83,304 125,172 Marketable securities 375,918 0 Other accounts receivable 11,884 13,566 Prepaid expenses and other current assets 38,633 35,480 Non-segment property, plant, and equipment, net 30,352 31,839 Prepaid pension cost 242,604 137,069 Lease right-of-use assets 105 198 Deferred charges and other assets 10,567 14,334 Total assets $ 2,558,436 $ 1,933,875 48 Table of Contents Notes to Consolidated Financial Statements Years Ended December 31, (in thousands) 2021 2020 2019 Additions to long-lived assets Petroleum additives $ 134,873 $ 109,536 $ 85,711 All other 22 3 28 Corporate 686 2,453 3,076 Total additions to long-lived assets $ 135,581 $ 111,992 $ 88,815 Depreciation and amortization Petroleum additives $ 80,495 $ 80,811 $ 84,872 All other 51 52 52 Corporate 3,774 3,139 2,636 Total depreciation and amortization $ 84,320 $ 84,002 $ 87,560 Geographic Area Information - We have operations in the North America, Latin America, Asia Pacific, and EMEAI regions. Our foreign customers consist primarily of global, national, and independent oil companies. The tables below report net sales, total assets, and long-lived assets by geographic area, as well as by country for those countries with significant net sales or long-lived assets. Since our foreign operations are significant to our overall business, we are also presenting net sales in the table below by the major regions in which we operate. NewMarket assigns net sales to geographic areas based on the location to which the product was shipped to a third party. Long-lived assets in the table below include property, plant, and equipment, net of depreciation, and lease right-of-use assets. Years Ended December 31, (in thousands) 2021 2020 2019 Net sales United States $ 780,278 $ 650,654 $ 728,125 China 255,219 213,788 225,498 Europe, Middle East, Africa, India 708,675 651,645 700,081 Asia Pacific, except China 325,621 279,847 311,469 Other foreign 286,317 214,997 225,122 Net sales $ 2,356,110 $ 2,010,931 $ 2,190,295 December 31, (in thousands) 2021 2020 Total assets United States $ 1,255,464 $ 763,642 Foreign 1,302,972 1,170,233 Total assets $ 2,558,436 $ 1,933,875 Long-lived assets United States $ 360,204 $ 312,586 Singapore 263,614 271,135 Other foreign 160,944 153,529 Total long-lived assets $ 784,762 $ 737,250 49 Table of Contents Notes to Consolidated Financial Statements 5. Supplemental Cash Flow Information Years Ended December 31, (in thousands) 2021 2020 2019 Cash paid during the year for Interest and financing expenses (net of capitalization) $ 30,465 $ 26,148 $ 28,523 Income taxes 67,917 62,328 64,899 Supplemental disclosure of non-cash transactions Non-cash additions to property, plant, and equipment $ 4,872 $ 5,106 $ 6,025 6. Marketable Securities During May 2021, NewMarket invested in both debt and equity marketable securities. The debt securities are designated as trading. The marketable securities are recorded on a settlement date basis at estimated fair value and are classified as current assets in the Consolidated Balance Sheets. Unrealized gains and losses, as well as the investment income attributable to the debt and equity securities, are reported in Other income (expense), net in the Consolidated Statements of Income. The debt securities have a cost basis of $ 50 million and the equity securities have a cost basis of $ 334 million at December 31, 2021. The fair value of both the debt and equity securities are shown in the second table below. The portion of unrealized gains and losses for the period related to both the debt and equity securities still held at the reporting date are as follows: Year Ended (in thousands) December 31, 2021 Unrealized gains and (losses) recognized during the reporting period on debt securities still held at the reporting date $ ( 976 ) Unrealized gains and (losses) recognized during the reporting period on equity securities still held at the reporting date $ ( 6,464 ) The following table provides information on the fair value of the marketable securities, as well as the related level within the fair value hierarchy. The estimated fair value of debt securities is based on reported trades of the debt security adjusted for other observable market data including, but not limited to, benchmark yield curves, market-based quotes of similar assets, and other market-corroborated inputs. The estimated fair value of equity securities is based on actively quoted market prices. December 31, 2021 Fair Value Measurements Using (in thousands) Fair Value Level 1 Level 2 Level 3 Debt securities Corporate bonds $ 48,727 $ 0 $ 48,727 $ 0 Equity securities U.S. government income mutual fund 327,191 327,191 0 0 Total marketable securities $ 375,918 $ 327,191 $ 48,727 $ 0 50 Table of Contents Notes to Consolidated Financial Statements 7. Trade and Other Accounts Receivable, Net December 31, (in thousands) 2021 2020 Trade receivables $ 316,702 $ 284,759 Income and other tax receivables 64,887 40,708 Other 10,190 10,928 $ 391,779 $ 336,395 8. Inventories December 31, (in thousands) 2021 2020 Finished goods and work-in-process $ 393,778 $ 325,588 Raw materials 86,856 59,413 Stores, supplies, and other 17,905 16,030 $ 498,539 $ 401,031 Our U.S. petroleum additives finished goods, work-in-process, and raw materials inventories, which are stated on the LIFO basis, amounted to $ 124 million at December 31, 2021 and were below replacement cost by approximately $ 78 million. At December 31, 2020, LIFO basis inventories were $ 124 million, which was approximately $ 37 million below replacement cost. Our foreign inventories amounted to $ 357 million at December 31, 2021 and $ 255 million at December 31, 2020. Reserves for obsolete and slow-moving inventory included in the table above were not material at December 31, 2021 or December 31, 2020. 9. Prepaid Expenses and Other Current Assets December 31, (in thousands) 2021 2020 Dividend funding $ 16,648 $ 15,184 Income taxes on intercompany profit 6,879 4,828 Other 15,106 15,468 $ 38,633 $ 35,480 51 Table of Contents Notes to Consolidated Financial Statements 10. Property, Plant, and Equipment, at Cost December 31, (in thousands) 2021 2020 Land $ 37,746 $ 37,796 Land improvements 61,491 58,646 Leasehold improvements 1,893 2,146 Buildings 185,216 183,234 Machinery and equipment 1,275,828 1,188,396 Construction in progress 27,012 73,234 1,589,186 1,543,452 Less accumulated depreciation and amortization 912,416 878,305 Net property, plant, and equipment $ 676,770 $ 665,147 We depreciate the cost of property, plant, and equipment by the straight-line method over the following estimated useful lives: Land improvements 9 - 40 years Buildings 10 - 46 years Machinery and equipment 3 - 30 years Depreciation expense was $ 61 million in 2021, $ 61 million in 2020, and $ 64 million in 2019. 11. Intangibles (Net of Amortization) and Goodwill The net carrying amount of intangibles and goodwill was $ 128 million at December 31, 2021 and $ 130 million at December 31, 2020. The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below. December 31, 2021 2020 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizing intangible assets Formulas and technology $ 6,200 $ 4,650 $ 6,200 $ 3,617 Contract 2,000 1,000 2,000 800 Customer bases 5,440 4,160 14,240 12,037 Goodwill 123,922 123,958 $ 137,562 $ 9,810 $ 146,398 $ 16,454 Aggregate amortization expense $ 2,156 $ 2,907 Aggregate amortization expense was $ 4 million in 2019. All of the intangibles relate to the petroleum additives segment. The change in the gross carrying amount between 2020 and 2021 was due to a customer base becoming fully amortized and foreign currency fluctuations. There is no accumulated goodwill impairment. 52 Table of Contents Notes to Consolidated Financial Statements Estimated annual amortization expense related to our intangible assets for the next five years is expected to be (in thousands): 2022 $ 1,423 2023 907 2024 390 2025 390 2026 390 We amortize the contract over 10 years; the customer base over 20 years; and formulas and technology over 6 years. 12. Deferred Charges and Other Assets December 31, (in thousands) 2021 2020 Finance lease right-of-use assets $ 39,590 $ 10,774 Deferred income tax assets 5,318 7,992 Asbestos insurance receivables 3,429 2,931 Deferred financing costs, net of amortization 1,601 2,106 Deposit on future leased plant and equipment 0 12,958 Other 4,797 5,547 $ 54,735 $ 42,308 Deferred financing costs, net of amortization, in the table above include only those costs associated with the revolving credit facility. The amount of deferred financing costs, net of amortization related to the 4.10 % senior notes and the 2.70 % senior notes is reported as components of long-term debt. See Note 14 for further information on our long-term debt. 13. Accrued Expenses December 31, (in thousands) 2021 2020 Employee benefits, payroll, and related taxes $ 35,607 $ 34,136 Customer rebates 25,505 23,641 Taxes other than income and payroll 4,514 5,995 Interest on long-term debt 8,531 5,284 Other 10,946 9,366 $ 85,103 $ 78,422 53 Table of Contents Notes to Consolidated Financial Statements 14. Long-term Debt December 31, (in thousands) 2021 2020 Senior notes - 2.70 % due 2031 (net of related deferred financing costs) $ 391,853 $ 0 Senior notes - 4.10 % due 2022 (net of related deferred financing costs) 349,434 348,848 Senior notes - 3.78 % due 2029 250,000 250,000 Revolving credit facility 148,000 0 1,139,287 598,848 Less: Current maturity of 4.10 % senior notes 349,434 0 $ 789,853 $ 598,848 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 %. The 2.70 % senior notes are general unsecured senior obligations and rank equally with our other unsecured senior indebtedness. The offer and sale of the notes were registered under the Securities Act of 1933, as amended. 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. The indenture governing the 2.70 % senior notes includes certain customary covenants that, among other things and subject to certain qualifications and exceptions, limit our ability and the ability of our subsidiaries to: • grant liens to secure indebtedness; • engage in sale and lease back transactions; • merge or consolidate with, or convey, transfer or lease all or substantially all of our assets to a third party. We were in compliance with all covenants under the indenture governing the 2.70 % senior notes as of December 31, 2021. 4.10% Senior Notes – In 2012, we issued $ 350 million aggregate principal amount of 4.10 % senior notes due 2022 at an issue price of 99.83 %. The notes are senior unsecured obligations. We incurred financing costs totaling approximately $ 5 million related to the 4.10 % senior notes, which are being amortized over the term of the agreement. Interest is payable semiannually. The 4.10 % senior notes rank: • equal in right of payment with all of our existing and future senior unsecured indebtedness; and • senior in right of payment to any of our future subordinated indebtedness. The indenture governing the 4.10 % senior notes contains covenants that, among other things, limit our ability and the ability of our subsidiaries to: • create or permit to exist liens; • enter into sale-leaseback transactions; • incur additional guarantees; and • sell all or substantially all of our assets or consolidate or merge with or into other companies. We were in compliance with all covenants under the indenture governing the 4.10 % senior notes as of December 31, 2021 and December 31, 2020. In February 2022, we announced the redemption of the entire outstanding principal amount of the 4.10 % senior notes. See Note 24 for further information. 54 Table of Contents Notes to Consolidated Financial Statements 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. These notes bear interest at 3.78 % and mature on January 4, 2029. Interest is payable semiannually. Principal payments of $ 50 million are payable annually beginning on January 4, 2025. We have the right to make optional prepayments on the notes at any time, subject to certain limitations. The note purchase agreement contains representations, warranties, terms and conditions customary for transactions of this type. These include negative covenants, certain financial covenants and events of default which are substantially similar to the covenants and events of default in our revolving credit facility. We were in compliance with all covenants under the 3.78 % senior notes as of December 31, 2021 and December 31, 2020. Revolving Credit Facility - On March 5, 2020, NewMarket and certain foreign subsidiary borrowers entered into a Credit Agreement (the Credit Agreement) with a term of five years . The Credit Agreement provides for a $ 900 million, multicurrency revolving credit facility with a $ 500 million sublimit for foreign currency borrowings, a $ 50 million sublimit for letters of credit, and a $ 20 million sublimit for swingline loans. The Credit Agreement includes an expansion feature which allows us, subject to certain conditions, to request an increase in the aggregate amount of the revolving credit facility or obtain incremental term loans in an amount up to $ 425 million. NewMarket's obligations under the Credit Agreement are unsecured and the obligations of foreign subsidiary borrowers are fully and unconditionally guaranteed by NewMarket. The revolving credit facility is available on a revolving basis until March 5, 2025. Borrowings made under the revolving credit facility bear interest, at our option, at an annual rate equal to (1) the Alternate Base Rate (ABR) plus the Applicable Rate (as defined in the Credit Agreement) solely in the case of loans denominated in U.S. dollars to NewMarket, (2) the Adjusted LIBO Rate plus the Applicable Rate, or (3) the Adjusted EURIBO Rate plus the Applicable Rate. ABR is the greatest of (i) the rate of interest publicly announced by the Administrative Agent as its prime rate, (ii) the NYFRB Rate (as defined in the Credit Agreement) from time to time plus 0.5 %, and (iii) the Adjusted LIBO Rate for a one month interest period plus 1 %. The Adjusted LIBO Rate means the rate at which Eurocurrency deposits in the London interbank market for certain periods (as selected by NewMarket) are quoted, as adjusted for statutory reserve requirements for Eurocurrency liabilities and other applicable mandatory costs. The Adjusted EURIBO Rate means the rate at which Eurocurrency deposits denominated in euro in the euro interbank markets for certain periods (as selected by NewMarket) are quoted, as adjusted for statutory reserve requirements for Eurocurrency liabilities and other mandatory costs. The Applicable Rate ranges from 0.000 % to 0.375 % (depending on our Leverage Ratio or Credit Ratings) for loans bearing interest based on the ABR. The Applicable Rate ranges from 0.875 % to 1.375 % (depending on our Leverage Ratio or Credit Ratings) for loans bearing interest based on the Adjusted LIBO Rate or the Adjusted EURIBO rate. The Credit Agreement contains the Administrative Agent's customary LIBOR successor rate provisions, which apply in the event LIBOR ceases to be available or is generally replaced as a benchmark interest rate in the market. We paid financing costs in 2020 of approximately $ 1.3 million related to this revolving credit facility and carried over deferred financing costs from our previous revolving credit facility of approximately $ 1.2 million, resulting in total deferred financing costs of $ 2.5 million, which we are amortizing over the term of the Credit Agreement. There were outstanding borrowings amounting to $ 148 million under the revolving credit facility at December 31, 2021 compared to no outstanding borrowings at December 31, 2020. Outstanding letters of credit amounted to $ 2 million at both December 31, 2021 and December 31, 2020 resulting in the unused portion of the applicable credit facility amounting to $ 750 million at December 31, 2021 and $ 898 million at December 31, 2020. The average interest rate for borrowings under the credit facilities was 1.6 % during 2021 and 1.4 % during 2020. The Credit Agreement contains certain customary covenants, including financial covenants that require NewMarket to maintain a consolidated Leverage Ratio (as defined in the Credit Agreement) of no more than 3.75 to 1.00 except during an Increased Leverage Period (as defined in the Credit Agreement). We were in compliance with all covenants under the revolving credit facility in effect at December 31, 2021 and at December 31, 2020. 55 Table of Contents Notes to Consolidated Financial Statements 15. Other Noncurrent Liabilities December 31, (in thousands) 2021 2020 Deferred income tax liabilities $ 89,438 $ 60,041 Employee benefits 86,542 115,780 Finance lease liabilities 25,044 10,077 Environmental remediation 9,370 9,000 Asbestos litigation reserve 6,515 7,218 Deemed repatriation of earnings 2,956 2,956 Other 8,911 9,352 $ 228,776 $ 214,424 16. Stock-based Compensation The 2014 Incentive Compensation and Stock Plan (the Plan) was approved on April 24, 2014. Any employee of our company or an affiliate or a person who is a member of our Board of Directors or the board of directors of an affiliate is eligible to participate in the Plan if the Compensation Committee of the Board of Directors (the Administrator), in its sole discretion, determines that such person has contributed or can be expected to contribute to the profits or growth of our company or its affiliates (each, a participant). Under the terms of the Plan, we may grant participants stock awards, incentive awards, stock units, or options (which may be either incentive stock options or nonqualified stock options), or stock appreciation rights (SARs), which may be granted with a related option. Stock options entitle the participant to purchase a specified number of shares of our common stock at a price that is fixed by the Administrator at the time the option is granted; provided, however, that the price cannot be less than the shares’ fair market value on the date of grant. The maximum period in which an option may be exercised is fixed by the Administrator at the time the option is granted but, in the case of an incentive stock option, cannot exceed 10 years. No participant may be granted or awarded, in any calendar year, shares, options, SARs, or stock units covering more than 200,000 shares of our common stock in the aggregate. For purposes of this limitation and the individual limitation on the grant of options, an option and corresponding SAR are treated as a single award. The maximum aggregate number of shares of our common stock that may be issued under the Plan is 1,000,000 . At December 31, 2021, 946,012 shares were available for grant. During 2021, we granted 1,395 shares to five of our non-employee directors, which vested immediately. A summary of activity during 2021 related to NewMarket’s restricted stock and restricted stock units (stock awards) is presented below in whole shares: Number of Shares Weighted Average Grant-Date Fair Value Unvested stock awards at January 1, 2021 20,914 $ 422.57 Granted in 2021 7,078 392.63 Vested in 2021 0 0.00 Forfeited in 2021 348 401.14 Unvested stock awards at December 31, 2021 27,644 415.18 The weighted average grant-date fair value was $ 414.33 for stock awards granted in 2020 and $ 440.42 for stock awards granted in 2019. The fair value of shares vested was $ 2 million in 2020 and $ 1 million in 2019. We recognized compensation expense of $ 2 million in 2021, 2020, and 2019 related to stock awards. At December 31, 2021, total unrecognized compensation expense related to stock awards was $ 6 million, which is expected to be recognized over a period of 2.6 years. 56 Table of Contents Notes to Consolidated Financial Statements 17. Leases Our leases are for land, real estate, railcars, vehicles, pipelines, plant equipment, and office equipment. We have both operating and finance leases with remaining terms ranging from less than one year to 49 years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense were as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Operating lease cost $ 18,343 $ 17,371 $ 17,414 Finance lease cost: Amortization of assets 2,795 3,047 2,723 Interest on lease liabilities 517 417 426 Short-term lease cost 6,607 4,665 3,459 Variable lease cost 6,364 4,579 3,206 Total lease cost $ 34,626 $ 30,079 $ 27,228 Variable lease costs also include leases that do not have a right-of-use asset or lease liability, but are capitalized as part of inventory. Supplemental balance sheet information related to leases was as follows: December 31, (in thousands) Balance Sheet Classification 2021 2020 Operating leases Operating lease right-of-use assets Operating lease right-of-use assets $ 68,402 $ 61,329 Current liability Operating lease liabilities $ 15,709 $ 13,410 Noncurrent liability Operating lease liabilities-noncurrent 52,591 48,324 $ 68,300 $ 61,734 Finance leases Finance lease right-of-use assets Deferred charges and other assets $ 39,590 $ 10,774 Current liability Other current liabilities $ 2,828 $ 2,142 Noncurrent liability Other noncurrent liabilities 25,044 10,077 $ 27,872 $ 12,219 57 Table of Contents Notes to Consolidated Financial Statements December 31, 2021 2020 2019 Weighted average remaining lease term (in years) Operating leases 12 13 14 Finance leases 16 10 9 Weighted average incremental borrowing rate Operating leases 3.02 % 3.33 % 3.88 % Finance leases 2.74 % 3.05 % 3.41 % Supplemental cash flow information related to leases was as follows: Years Ended December 31, (in thousands) 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 18,296 $ 17,563 $ 16,765 Operating cash flows from finance leases 517 417 426 Financing cash flows from finance leases 2,841 3,031 2,649 Right-of-use assets obtained in exchange for new lease obligations Operating leases $ 25,035 $ 17,694 $ 18,826 Finance leases 31,612 982 10,555 Maturities of lease liabilities at December 31, 2021 were as follows: (in thousands) Operating Leases Finance Leases 2022 $ 17,330 $ 3,543 2023 15,220 3,326 2024 10,178 3,283 2025 8,214 3,255 2026 5,018 3,225 Thereafter 30,430 15,018 Total lease payments 86,390 31,650 Less: imputed interest 18,090 3,778 Total lease obligations $ 68,300 $ 27,872 Operating lease payments in the table above include approximately $ 15 million related to options to extend lease terms that are reasonably certain of being exercised. At December 31, 2021, we had commitments of approximately $ 8 million related to leases that have not yet commenced and are not included in the above table. Most of the commitments relate to plant and equipment that is being constructed or procured by the future lessors. These leases are expected to commence in 2022. 58 Table of Contents Notes to Consolidated Financial Statements 18. Pension Plans and Other Postretirement Benefits NewMarket uses a December 31 measurement date for all of our plans. The service cost component of net periodic benefit cost (income) is included in cost of goods sold; selling, general, and administrative expenses; or research, development, and testing expenses, to reflect where other compensation costs arising from services rendered by the pertinent employee are recorded on the Consolidated Statements of Income. The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income. U.S. Retirement Plans NewMarket sponsors four pension plans for all full-time U.S. employees that offer a benefit based primarily on years of service and compensation. Employees do not contribute to these pension plans. The plans are as follows: • Salaried employees pension plan; • Afton pension plan for union employees (the Sauget plan); • NewMarket retirement income plan for union employees in Houston, Texas (the Houston plan); and • Afton Chemical Additives pension plan for union employees in Port Arthur, Texas (the Port Arthur plan). In addition, we offer an unfunded, nonqualified supplemental pension plan. This plan restores the pension benefits from our regular pension plans that would have been payable to designated participants if it were not for limitations imposed by U.S. federal income tax regulations. We also provide postretirement health care benefits and life insurance to eligible retired employees. The components of net periodic pension and postretirement benefit cost (income), as well as other amounts recognized in other comprehensive income (loss), are shown below. Years Ended December 31, Pension Benefits Postretirement Benefits (in thousands) 2021 2020 2019 2021 2020 2019 Net periodic benefit cost (income) Service cost $ 19,316 $ 16,544 $ 13,471 $ 1,079 $ 912 $ 718 Interest cost 13,018 13,771 14,509 1,158 1,340 1,514 Expected return on plan assets ( 38,675 ) ( 37,226 ) ( 34,632 ) ( 907 ) ( 938 ) ( 947 ) Amortization of prior service cost (credit) 271 271 178 ( 3,028 ) ( 3,028 ) ( 3,028 ) Amortization of actuarial net (gain) loss 5,708 4,674 2,951 36 0 0 Net periodic benefit cost (income) ( 362 ) ( 1,966 ) ( 3,523 ) ( 1,662 ) ( 1,714 ) ( 1,743 ) Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) Actuarial net (gain) loss ( 79,688 ) ( 4,933 ) ( 36,814 ) ( 257 ) 2,410 3,049 Prior service cost (credit) ( 35 ) 65 1,013 0 0 0 Amortization of actuarial net gain (loss) ( 5,708 ) ( 4,674 ) ( 2,951 ) ( 36 ) 0 0 Amortization of prior service (cost) credit ( 271 ) ( 271 ) ( 178 ) 3,028 3,028 3,028 Total recognized in other comprehensive income (loss) ( 85,702 ) ( 9,813 ) ( 38,930 ) 2,735 5,438 6,077 Total recognized in net periodic benefit cost (income) and other comprehensive income (loss) $ ( 86,064 ) $ ( 11,779 ) $ ( 42,453 ) $ 1,073 $ 3,724 $ 4,334 59 Table of Contents Notes to Consolidated Financial Statements Changes in the plans’ benefit obligations and assets follow. December 31, Pension Benefits Postretirement Benefits (in thousands) 2021 2020 2021 2020 Change in benefit obligation Benefit obligation at beginning of year $ 457,721 $ 403,056 $ 41,707 $ 40,320 Service cost 19,316 16,544 1,079 912 Interest cost 13,018 13,771 1,158 1,340 Actuarial net (gain) loss 3,217 37,978 ( 141 ) 2,221 Plan amendment 0 65 0 0 Benefits paid ( 14,463 ) ( 13,693 ) ( 2,455 ) ( 3,086 ) Benefit obligation at end of year 478,809 457,721 41,348 41,707 Change in plan assets Fair value of plan assets at beginning of year 553,171 483,823 21,372 22,092 Actual return on plan assets 121,615 80,137 1,022 750 Employer contributions 2,870 2,904 1,033 1,616 Benefits paid ( 14,463 ) ( 13,693 ) ( 2,455 ) ( 3,086 ) Fair value of plan assets at end of year 663,193 553,171 20,972 21,372 Funded status $ 184,384 $ 95,450 $ ( 20,376 ) $ ( 20,335 ) Amounts recognized in the Consolidated Balance Sheets Noncurrent assets $ 223,002 $ 136,530 $ 0 $ 0 Current liabilities ( 2,799 ) ( 2,849 ) ( 1,058 ) ( 1,074 ) Noncurrent liabilities ( 35,819 ) ( 38,231 ) ( 19,318 ) ( 19,261 ) $ 184,384 $ 95,450 $ ( 20,376 ) $ ( 20,335 ) Amounts recognized in accumulated other comprehensive loss Actuarial net (gain) loss $ ( 21,742 ) $ 63,654 $ 4,686 $ 4,979 Prior service cost (credit) 330 636 ( 16,591 ) ( 19,619 ) $ ( 21,412 ) $ 64,290 $ ( 11,905 ) $ ( 14,640 ) The accumulated benefit obligation for all domestic defined benefit pension plans was $ 411 million at December 31, 2021 and $ 392 million at December 31, 2020. The fair market value of plan assets exceeded both the accumulated benefit obligation and projected benefit obligation for all domestic plans, except the nonqualified plan, at December 31, 2021 and December 31, 2020. The net asset position for plans in which assets exceeded the projected benefit obligation is included in prepaid pension cost on the Consolidated Balance Sheets. The net liability position of plans in which the projected benefit obligation exceeded assets is included in other noncurrent liabilities on the Consolidated Balance Sheets. A portion of the accrued benefit cost for the nonqualified plan is included in current liabilities at both December 31, 2021 and December 31, 2020. As the nonqualified plan is unfunded, the amount reflected in current liabilities represents the expected benefit payments related to the nonqualified plan during 2022. 60 Table of Contents Notes to Consolidated Financial Statements The table below shows selected information on domestic pension and postretirement benefit plans. December 31, (in thousands) 2021 2020 Pension plans with the accumulated benefit obligation in excess of the fair market value of plan assets Accumulated benefit obligation $ 38,161 $ 39,016 Fair market value of plan assets 0 0 Pension plans with the projected benefit obligation in excess of the fair market value of plan assets Projected benefit obligation 38,618 41,081 Fair market value of plan assets 0 0 Postretirement benefit plans with the accumulated postretirement benefit obligation in excess of the fair market value of plan assets Accumulated postretirement benefit obligation 25,323 25,584 Fair market value of plan assets 0 0 There are no assets held by the trustee for the retired beneficiaries of the nonqualified plan. Payments to retired beneficiaries of the nonqualified plan are made with cash from operations. The postretirement healthcare benefits are also unfunded and paid with cash from operations. The benefits from the postretirement life insurance are funded through an insurance contract. Assumptions — We used the following assumptions to calculate the results of our retirement plans: Pension Benefits Postretirement Benefits 2021 2020 2019 2021 2020 2019 Weighted-average assumptions used to determine net periodic benefit cost (income) for years ended December 31, Discount rate 2.875 % 3.50 % 4.25 % 2.875 % 3.50 % 4.25 % Expected long-term rate of return on plan assets 8.00 % 8.50 % 8.50 % 4.50 % 4.50 % 4.50 % Rate of projected compensation increase 3.50 % 3.50 % 3.50 % Weighted-average assumptions used to determine benefit obligations at December 31, Discount rate 2.875 % 2.875 % 3.50 % 2.875 % 2.875 % 3.50 % Rate of projected compensation increase 3.50 % 3.50 % 3.50 % 61 Table of Contents Notes to Consolidated Financial Statements For pension plans, we base the assumed expected long-term rate of return for plan assets on an analysis of our actual investments, including our asset allocation, as well as an analysis of expected returns. This analysis reflects the expected long-term rates of return for each significant asset class and economic indicator. The range of returns relies both on forecasts and on broad-market historical benchmarks for expected return, correlation, and volatility for each asset class. Our asset allocation is predominantly weighted towards equities. Through 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. plans at 8.0 % for the year beginning January 1, 2022. For the postretirement plan, we based the assumed expected long-term rate of return for plan assets on an evaluation of projected interest rates, as well as the guaranteed interest rate for our insurance contract. As a result of that evaluation, we have reduced the expected long-term rate of return to 4.0 % for the year beginning January 1, 2022. Plan Assets —Pension plan assets are held and distributed by trusts and consist principally of equity securities and investment-grade fixed income securities. We invest directly in equity securities, as well as in funds which primarily hold equity and debt securities. Our target allocation is 90 % to 97 % in equities, 3 % to 10 % in debt securities and 1 % to 5 % in cash. The pension obligation is long-term in nature and the investment philosophy followed by the Pension Investment Committee is likewise long-term in its approach. The majority of the pension funds are invested in equity securities as historically, equity securities have outperformed debt securities and cash investments, resulting in a higher investment return over the long-term. While in the short-term, equity securities may underperform other investment classes, we are less concerned with short-term results and more concerned with long-term improvement. The pension funds are managed by several different investment companies who predominantly invest in U.S. and international equities. Each investment company’s performance is reviewed quarterly. A small portion of the funds is in investments such as cash and cash equivalents or short-term bonds, which historically has been less vulnerable to short-term market swings. These funds are used to provide the cash needed to meet our monthly obligations. There are no significant concentrations of risk within plan assets, nor do the equity securities include any NewMarket common stock for any year presented. The assets of the postretirement benefit plan are invested completely in an insurance contract. No NewMarket common stock is included in these assets. 62 Table of Contents Notes to Consolidated Financial Statements The following table provides information on the fair value of our pension and postretirement benefit plans assets, as well as the related level within the fair value hierarchy. Investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified by level in the fair value hierarchy. December 31, 2021 December 31, 2020 Fair Value Measurements Using Fair Value Measurements Using (in thousands) Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Pension Plans Equity securities: U. S. companies $ 490,775 $ 490,775 $ 0 $ 0 $ 397,981 $ 397,981 $ 0 $ 0 International companies 19,762 19,762 0 0 21,313 21,313 0 0 Cash and cash equivalents 12,451 12,451 0 0 6,841 6,841 0 0 Pooled investment funds: Fixed income securities—mutual funds 18,345 18,345 0 0 18,420 18,420 0 0 International equities—mutual fund 21,020 21,020 0 0 19,341 19,341 0 0 Common collective trusts measured at net asset value 100,840 89,275 $ 663,193 $ 562,353 $ 0 $ 0 $ 553,171 $ 463,896 $ 0 $ 0 Postretirement Plans Insurance contract $ 20,972 $ 0 $ 20,972 $ 0 $ 21,372 $ 0 $ 21,372 $ 0 The valuation methodologies used to develop the fair value measurements for the investments in the table above are outlined below. There have been no changes in the valuation techniques used to value the investments. • Equity securities are valued at the closing price reported on a national exchange. • Cash and cash equivalents are valued at cost. • The mutual funds in pooled investment funds are valued at the closing price reported on a national exchange. • The common collective trusts (the trusts) are valued at the net asset value of units held based on the quoted market value of the underlying investments held by the funds. One of the trusts invests primarily in a diversified portfolio of equity securities of companies located outside of the United States and Canada, as determined by a company's jurisdiction of incorporation. We may make withdrawals from this trust on the first business day of each month with at least 10 days notice. Another trust invests primarily in a diversified portfolio of equity securities included in the S&P 500 index and a third trust invests primarily in a diversified portfolio of equity securities included in the Russell 1000 Value index. There are no restrictions on redemption for the index trusts and there were no unfunded commitments. • The insurance contracts are unallocated funds deposited with an insurance company and are stated at an amount equal to the sum of all amounts deposited less the sum of all amounts withdrawn, adjusted for investment return. 63 Table of Contents Notes to Consolidated Financial Statements Cash Flows —For U.S. plans, NewMarket expects to contribute $ 3 million to our pension plans and $ 2 million to our postretirement benefit plan in 2022. The expected benefit payments for the next ten years are as follows. (in thousands) Expected Pension Benefit Payments Expected Postretirement Benefit Payments 2022 $ 14,626 $ 2,264 2023 15,546 2,131 2024 16,560 2,010 2025 17,542 1,938 2026 18,459 1,878 2027 through 2031 107,519 9,023 Foreign Retirement Plans For most employees of our foreign subsidiaries, NewMarket has defined benefit pension plans that offer benefits based primarily on years of service and compensation. These defined benefit plans provide benefits for employees of our foreign subsidiaries located in Belgium, the U.K., Germany, Canada, and Mexico. NewMarket generally contributes to investment trusts and insurance accounts to provide for these plans. The components of net periodic pension cost (income), as well as other amounts recognized in other comprehensive income (loss), for these foreign defined benefit pension plans are shown below. Years Ended December 31, (in thousands) 2021 2020 2019 Net periodic benefit cost (income) Service cost $ 10,260 $ 8,544 $ 6,430 Interest cost 3,305 3,866 4,768 Expected return on plan assets ( 10,659 ) ( 9,729 ) ( 9,084 ) Amortization of prior service cost (credit) 152 ( 43 ) ( 42 ) Amortization of actuarial net (gain) loss 3,595 1,420 938 Net periodic benefit cost (income) 6,653 4,058 3,010 Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) Actuarial net (gain) loss ( 38,259 ) 33,816 11,074 Prior service cost (credit) 0 0 0 Amortization of actuarial net gain (loss) ( 3,595 ) ( 1,420 ) ( 938 ) Amortization of prior service (cost) credit ( 152 ) 43 42 Total recognized in other comprehensive income (loss) ( 42,006 ) 32,439 10,178 Total recognized in net periodic benefit cost (income) and other comprehensive income (loss) $ ( 35,353 ) $ 36,497 $ 13,188 64 Table of Contents Notes to Consolidated Financial Statements Changes in the benefit obligations and assets of the foreign defined benefit pension plans follow. December 31, (in thousands) 2021 2020 Change in benefit obligation Benefit obligation at beginning of year $ 262,589 $ 206,058 Service cost 10,260 8,544 Interest cost 3,305 3,866 Employee contributions 771 714 Actuarial net (gain) loss ( 31,254 ) 36,463 Benefits paid ( 5,832 ) ( 5,059 ) Foreign currency translation ( 4,492 ) 12,003 Benefit obligation at end of year 235,347 262,589 Change in plan assets Fair value of plan assets at beginning of year 212,617 189,455 Actual return on plan assets 19,216 13,590 Employer contributions 6,543 5,913 Employee contributions 771 714 Benefits paid ( 5,832 ) ( 5,059 ) Foreign currency translation ( 2,926 ) 8,004 Fair value of plan assets at end of year 230,389 212,617 Funded status $ ( 4,958 ) $ ( 49,972 ) Amounts recognized in the Consolidated Balance Sheets Noncurrent assets $ 19,602 $ 539 Current liabilities ( 330 ) ( 407 ) Noncurrent liabilities ( 24,230 ) ( 50,104 ) $ ( 4,958 ) $ ( 49,972 ) Amounts recognized in accumulated other comprehensive loss Actuarial net (gain) loss $ 43,444 $ 85,298 Prior service cost (credit) 669 821 $ 44,113 $ 86,119 The accumulated benefit obligation for all foreign defined benefit pension plans was $ 204 million at December 31, 2021 and $ 224 million at December 31, 2020. The fair market value of plan assets exceeded both the accumulated benefit obligation and projected benefit obligation for the Canada plan at both year-end 2021 and 2020. The net asset position of the Canada plan is included in prepaid pension cost on the Consolidated Balance Sheets at December 31, 2021 and December 31, 2020. The fair market value of plan assets for the U.K. plan exceeded both the accumulated benefit obligation and the projected benefit obligation at year-end 2021. For year-end 2020, the fair market value of plan assets of the U.K. plan exceeded the accumulated benefit obligation but not the projected benefit obligation. The net asset position of the U.K. plan is included in prepaid pension cost on the Consolidated Balance Sheets at December 31, 2021 and the accrued benefit cost is included in other noncurrent liabilities on the Consolidated Balance Sheets at December 31, 2020. The accumulated benefit obligation and projected benefit obligation exceeded the fair market value of plan assets for the Germany, Belgium, and Mexico plans at December 31, 2021 and December 31, 2020. The accrued benefit cost of these plans is included in other noncurrent liabilities on the Consolidated Balance Sheets for both years. 65 Table of Contents Notes to Consolidated Financial Statements As the Germany plan is unfunded, a portion of the accrued benefit cost is included in current liabilities at year-end 2021 and 2020, reflecting the expected benefit payments related to the plan for the following year. The table below shows selected information on foreign pension plans. December 31, (in thousands) 2021 2020 Pension plans with the accumulated benefit obligation in excess of the fair market value of plan assets Accumulated benefit obligation $ 26,415 $ 32,176 Fair market value of plan assets 13,110 14,527 Pension plans with the projected benefit obligation in excess of the fair market value of plan assets Projected benefit obligation 37,670 257,642 Fair market value of plan assets 13,110 207,131 Assumptions —We used the following weighted-average assumptions to calculate the results of our foreign defined benefit pension plans. 2021 2020 2019 Weighted-average assumptions used to determine net periodic benefit cost (income) for the years ended December 31, Discount rate 1.14 % 1.81 % 2.67 % Expected long-term rate of return on plan assets 4.95 % 5.23 % 5.58 % Rate of projected compensation increase 3.94 % 3.96 % 4.10 % Weighted-average assumptions used to determine benefit obligations at December 31, Discount rate 1.91 % 1.14 % 1.81 % Rate of projected compensation increase 4.07 % 3.94 % 3.96 % The actuarial assumptions used by the various foreign locations are based upon the circumstances of each particular country and pension plan. The factors impacting the determination of the long-term rate of return for a particular foreign pension plan include the market conditions within a particular country, as well as the investment strategy and asset allocation of the specific plan. Plan Assets —Pension plan assets vary by foreign location and plan. Assets are held and distributed by trusts and, depending upon the foreign location and plan, consist primarily of pooled equity funds, pooled debt securities funds, pooled diversified funds, equity securities, debt securities, cash, and insurance contracts. The combined weighted-average target allocation of our foreign pension plans is 39 % in equities (including pooled funds), 37 % in debt securities (including pooled funds), 5 % in insurance contracts, and 19 % in pooled diversified funds. While the pension obligation is long-term in nature for each of our foreign plans, the investment strategies followed by each plan vary to some degree based upon the laws of a particular country, as well as the provisions of the specific pension trust. The U.K. and Canada plans are invested predominantly in equity securities funds, diversified funds, and debt securities funds. The funds of these plans are managed by various trustees and investment companies whose performance is reviewed throughout the year. The Belgium plan is invested in an insurance contract. The Mexico plans are invested in various mutual funds, equities, and debt securities. The Germany plan has no assets. There are no significant concentrations of risk within plan assets, nor do the equity securities include any NewMarket common stock for any year presented. 66 Table of Contents Notes to Consolidated Financial Statements The following table provides information on the fair value of our foreign pension plans assets, as well as the related level within the fair value hierarchy. Investments that are measured at fair value using net asset value per share (or its equivalent) have not been classified by level in the fair value hierarchy. December 31, 2021 December 31, 2020 Fair Value Measurements Using Fair Value Measurements Using (in thousands) Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Insurance contract $ 11,223 $ 0 $ 11,223 $ 0 $ 12,579 $ 0 $ 12,579 $ 0 Equity securities—international companies 626 626 0 0 714 714 0 0 Debt securities 438 438 0 0 575 470 105 0 Pooled investment funds—mutual funds 822 822 0 0 639 639 0 0 Cash and cash equivalents 755 755 0 0 659 659 0 0 Pooled investment funds (measured at net asset value): Equity securities—U.S. companies 16,596 13,062 Equity securities—international companies 75,931 67,593 Debt securities 81,224 77,766 Diversified growth funds 42,774 39,030 $ 230,389 $ 2,641 $ 11,223 $ 0 $ 212,617 $ 2,482 $ 12,684 $ 0 The valuation methodologies used to develop the fair value measurements for the investments in the table above are outlined below. There have been no changes in the valuation techniques used to value the investments. • The insurance contract represents funds deposited with an insurance company and is stated at an amount equal to the sum of all amounts deposited less the sum of all amounts withdrawn, adjusted for investment return. • Equity securities are valued at the closing price reported on a national exchange. • Debt securities are valued by quoted market prices or valued based on yields currently available on comparable securities of issuers with similar credit ratings. • Pooled investment mutual funds are valued at the closing price reported on a national exchange. • Cash and cash equivalents are valued at cost. • The pooled investment funds are valued at the net asset value of units held by the plans based on the quoted market value of the underlying investments held by the fund. The U.K. pension plan is invested in units of life insurance policies that are linked to equity securities funds, government bond funds and diversified growth funds. The underlying assets of the equity funds, bond funds, and diversified growth funds are traded on a national exchange and are based on tracking various indices of the London Stock Exchange. There are no redemption restrictions on these funds. There were no unfunded commitments for the U.K. pension plan funds. The Canada pension plan is invested in a pooled Canadian equity fund and a pooled diversified fund. The Canadian equity fund invests in a diversification (sector and industry) of equities listed on a recognized Canadian exchange. The diversified fund invests in a diversified mix of equities, fixed income securities, cash, and cash equivalent securities. There are no redemption restrictions on the pooled Canadian funds and there were no unfunded commitments. 67 Table of Contents Notes to Consolidated Financial Statements Cash Flows —For foreign pension plans, NewMarket expects to contribute $ 6 million to the plans in 2022. The expected benefit payments for the next ten years for our foreign pension plans are shown in the following table. (in thousands) Expected Pension Benefit Payments 2022 $ 5,313 2023 6,292 2024 7,258 2025 6,349 2026 6,244 2027 through 2031 38,036 19. Income Taxes Our income before income tax expense, as well as our provision for income taxes is shown in the table below. Years Ended December 31, (in thousands) 2021 2020 2019 Income before income tax expense Domestic $ 97,245 $ 149,791 $ 182,364 Foreign 150,306 181,496 149,226 $ 247,551 $ 331,287 $ 331,590 Income tax expense Current income taxes Federal $ 13,166 $ 14,861 $ 29,955 State 7,639 6,106 9,551 Foreign 33,860 32,198 30,414 54,665 53,165 69,920 Deferred income taxes Federal 1,232 4,498 1,671 State 38 1,090 630 Foreign 708 1,966 5,083 1,978 7,554 7,384 Total income tax expense $ 56,643 $ 60,719 $ 77,304 The classification of domestic and foreign income before income tax expense in the table above has been adjusted from the previous presentation by $ 54 million in 2020 and $ 2 million in 2019. The adjustments did not impact the amount of total income before income tax expense presented in the Consolidated Statements of Income. 68 Table of Contents Notes to Consolidated Financial Statements The reconciliation of the U.S. federal statutory rate to the effective income tax rate follows. % of Income Before Income Tax Expense 2021 2020 2019 Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal tax 2.4 1.7 2.4 Foreign operations 2.4 0.7 1.7 Research tax credit ( 2.2 ) ( 1.7 ) ( 1.7 ) Foreign-derived intangible tax benefit ( 0.7 ) ( 0.4 ) ( 2.1 ) U.S. minimum tax on foreign income 0.5 0.5 1.0 Uncertain tax positions ( 0.1 ) ( 1.7 ) 0.8 Taxes applicable to prior years ( 0.4 ) ( 1.4 ) ( 0.3 ) Other items and adjustments 0.0 ( 0.4 ) 0.5 Effective income tax rate 22.9 % 18.3 % 23.3 % Our deferred income tax assets and liabilities follow. December 31, (in thousands) 2021 2020 Deferred income tax assets Capitalized research expenses $ 15,708 $ 0 Leasing liabilities 12,775 12,563 Operating loss and credit carryforwards 12,746 14,965 Trademark expenses 3,508 3,678 Foreign currency translation adjustments 4,054 3,728 Environmental reserves 2,617 2,526 Other 4,902 3,658 Gross deferred income tax assets 56,310 41,118 Valuation allowance ( 12,219 ) ( 12,548 ) Total deferred income tax assets 44,091 28,570 Deferred income tax liabilities Depreciation and amortization 79,023 59,847 Future employee benefits 32,253 1,670 Leasing assets 12,790 12,773 Other 4,145 6,329 Total deferred income tax liabilities 128,211 80,619 Net deferred income tax (liabilities) assets $ ( 84,120 ) $ ( 52,049 ) Net deferred income tax (liabilities) assets in the table above are reflected in the Consolidated Balance Sheets on a net jurisdictional basis. Deferred income tax assets are included in deferred charges and other assets. See Note 12. Deferred income tax liabilities are included in other noncurrent liabilities. See Note 15. 69 Table of Contents Notes to Consolidated Financial Statements Our deferred taxes are in a net liability position at December 31, 2021. Our deferred tax assets include $ 13 million of foreign operating loss carryforwards, foreign capital loss carryforwards, foreign non-trading deficit carryforwards, and foreign and state tax credits. The operating loss carryforwards expire in 2034 through 2039 and certain tax credits expire in 2026 through 2027. The largest change during 2021 on the carryforward items related to the usage of foreign tax credit carryforwards generated in 2019. Based on current forecasted operating plans and historical profitability, we believe that we will recover the full benefit of our deferred tax assets with the exception of $ 12 million of the aforementioned operating loss, capital loss, and tax credit carryforwards. Therefore, as of December 31, 2021, we have recorded an offsetting valuation allowance in this amount. During 2020, we released the valuation allowance on $ 1 million of net operating losses that we utilized during the year. During 2021, this amount was negligible. We do not expect to distribute earnings from our foreign subsidiaries in a manner that would result in significant U.S. tax, as these earnings have been previously taxed in the U.S. or meet the requirements for a dividends received deduction. However, we have recorded a $ 2 million deferred tax liability for the currency impact and for the withholding taxes that will not be creditable upon distribution. We have not provided a deferred tax liability on approximately $ 209 million of temporary differences related to investments in foreign subsidiaries that are essentially permanent in duration, as these earnings are considered to be indefinitely reinvested. If we were to repatriate these earnings, we could be subject to income taxes and withholding taxes in various countries. Determination of the amount of unrecognized deferred income tax liability is not practicable due to the complexity associated with the hypothetical calculation. A reconciliation of the beginning and ending balances of the unrecognized tax benefits from uncertain positions is as follows: December 31, (in thousands) 2021 2020 2019 Balance at beginning of year $ 6,905 $ 13,543 $ 10,660 Increases for tax positions of prior years 0 363 3,176 Increases for tax positions of the current year 698 824 703 Settlements ( 247 ) 0 ( 440 ) Lapses of statutes ( 982 ) ( 7,825 ) ( 556 ) Balance at end of year $ 6,374 $ 6,905 $ 13,543 At December 31, 2021, all of the amount of unrecognized tax benefits, if recognized, would affect our effective tax rate. We expect the amount of unrecognized tax benefits to change in the next twelve months; however, we do not expect the change to have a material impact on our financial statements. Our U.S. subsidiaries file a U.S. federal consolidated income tax return. We are currently under examination by various U.S. state and foreign jurisdictions and remain subject to examination until the statute of limitations expires for the respective tax jurisdiction. We are no longer subject to U.S. federal income examination for years before 2017. Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from 3 years to 5 years. Years still open to examination by foreign tax authorities in major jurisdictions include: the U.K. (2020 and forward); Singapore (2017 and forward); Belgium (2019 and forward); and Mexico (2016 and forward). 70 Table of Contents Notes to Consolidated Financial Statements 20. Fair Value Measurements The carrying amount of cash and cash equivalents in the Consolidated Balance Sheets, as well as the fair value, was $ 83 million at December 31, 2021 and $ 125 million at December 31, 2020. The fair value is categorized in Level 1 of the fair value hierarchy. No material events occurred during 2021 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis. Long-term debt - We record the carrying amount of our long-term debt at historical cost, less deferred financing costs related to the 2.70 % and 4.10 % senior notes. The estimated fair value of our long-term debt is shown in the table below and is based primarily on estimated current rates available to us for debt of the same remaining duration and adjusted for nonperformance risk and credit risk. The estimated fair value of our publicly traded 2.70 % and 4.10 % senior notes included in long-term debt in the table below is based on the last quoted price closest to December 31, 2021. The fair value of our debt instruments is categorized as Level 2. December 31, 2021 December 31, 2020 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt, including current maturities $ 1,139,287 $ 1,178,066 $ 598,848 $ 648,671 21. Commitments and Contingencies Contractual Commitments —We have contractual obligations for the construction of assets, as well as purchases of property and equipment, of approximately $ 15 million at December 31, 2021, all of which are due within five years . Purchase Obligations —We have purchase obligations for goods or services that are enforceable, legally binding, and specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty. Purchase orders made in the ordinary course of business are excluded from this amount. Any amounts for which we are liable under purchase orders are reflected in our Consolidated Balance Sheets as accounts payable or accrued expenses. Future payments for purchase obligations as of December 31, 2021 are (in thousands): 2022 $ 148,473 2023 86,699 2024 2,431 2025 2,431 2026 2,431 After 2026 9,100 Litigation — We are involved in legal proceedings that are incidental to our business and may include administrative or judicial actions. Some of these legal proceedings involve governmental authorities and relate to environmental matters. For further information, see Environmental below and Item 1 of this Form 10-K. 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 effect on our financial statements. 71 Table of Contents Notes to Consolidated Financial Statements Asbestos We are a defendant in personal injury lawsuits involving exposure to asbestos. These cases involve exposure to asbestos in premises owned or operated, or formerly owned or operated, by subsidiaries of NewMarket. We have never manufactured, sold, or distributed products that contain asbestos. Nearly all of these cases are pending in Texas, Louisiana, or Illinois and involve multiple defendants. We maintain an accrual for these proceedings, as well as a receivable for expected insurance recoveries. The accrual for our premises asbestos liability related to currently asserted claims is based on the following assumptions and factors: • We are often one of many defendants. This factor influences both the number of claims settled against us and the indemnity cost associated with such resolutions. • The estimated percent of claimants in each case that, after discovery, will actually make a claim against us, out of the total number of claimants in a case, is based on a level consistent with past experience and current trends. • We utilize average comparable plaintiff cost history as the basis for estimating pending premises asbestos-related claims. These claims are filed by both former contractors and former employees who worked at past and present company locations. We also include an estimated inflation factor in the calculation. • No estimate is made for unasserted claims. • The estimated recoveries from insurance and Albemarle Corporation (a former operation of our company) for these cases are based on, and are consistent with, the 2005 settlement agreements with The Travelers Indemnity Company. Based on the above assumptions, we have provided an undiscounted liability related to premises asbestos claims of $ 8 million at December 31, 2021 and $ 9 million at December 31, 2020. The liabilities related to premises asbestos claims are included in accrued expenses (current portion) and other noncurrent liabilities on the Consolidated Balance Sheets. Certain of these costs are recoverable through the settlement agreements with The Travelers Indemnity Company and with Albemarle Corporation. The receivable for these recoveries related to premises asbestos liabilities was $ 4 million at December 31, 2021 and $ 4 million at December 31, 2020. These receivables are included in trade and other accounts receivable, net on the Consolidated Balance Sheets for the current portion. The noncurrent portion is included in deferred charges and other assets. Environmental —We are involved in environmental proceedings and potential proceedings relating to soil and groundwater contamination, disposal of hazardous waste, and other environmental matters at several of our current or former facilities, or at third-party sites where we have been designated as a PRP. While we believe we are currently adequately accrued for known environmental issues, it is possible that unexpected future costs could have a significant impact on our financial statements. Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 11 million at December 31, 2021 and $ 10 million at December 31, 2020. Of the total accrual, the current portion is included in accrued expenses and the noncurrent portion is included in other noncurrent liabilities on the Consolidated Balance Sheets. Our more significant environmental sites include a former plant site in Louisiana (the Louisiana site) and a Houston, Texas plant site (the Texas site). Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 8 million of the total accrual above at both December 31, 2021 and December 31, 2020, using discount rates ranging from 3 % to 9 %. The aggregate undiscounted amount for these sites was $ 10 million at December 31, 2021 and $ 9 million at December 31, 2020. Of the total accrued for these two sites, the amount related to remediation of groundwater and soil was $ 3 million for the Louisiana site and $ 4 million for the Texas site at December 31, 2021 and $ 4 million for both the Louisiana and Texas sites at December 31, 2020. 72 Table of Contents Notes to Consolidated Financial Statements 22. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss The balances of, and changes in, the components of accumulated other comprehensive loss, net of tax, consist of the following: (in thousands) Pension Plans and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2018 $ ( 86,555 ) $ ( 94,761 ) $ ( 181,316 ) Other comprehensive income (loss) before reclassifications 15,983 1,808 17,791 Amounts reclassified from accumulated other comprehensive loss (a) 777 0 777 Other comprehensive income (loss) 16,760 1,808 18,568 Balance at December 31, 2019 ( 69,795 ) ( 92,953 ) ( 162,748 ) Other comprehensive income (loss) before reclassifications ( 25,490 ) 12,560 ( 12,930 ) Amounts reclassified from accumulated other comprehensive loss (a) 2,514 0 2,514 Other comprehensive income (loss) ( 22,976 ) 12,560 ( 10,416 ) Balance at December 31, 2020 ( 92,771 ) ( 80,393 ) ( 173,164 ) Other comprehensive income (loss) before reclassifications 89,194 ( 3,356 ) 85,838 Amounts reclassified from accumulated other comprehensive loss (a) 5,099 0 5,099 Other comprehensive income (loss) 94,293 ( 3,356 ) 90,937 Balance at December 31, 2021 $ 1,522 $ ( 83,749 ) $ ( 82,227 ) (a) The pension plan and other postretirement benefit components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income). See Note 18 for further information. 23. Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (ASU 2020-04), which provides guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying generally accepted accounting principles to contracts, hedging relationships, and other transactions impacted by reference rate reform. The provisions of ASU 2020-04 apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 is optional and is currently effective through December 31, 2022. We continue to evaluate the impact of ASU 2020-04 on our consolidated financial statements, but do not currently expect a significant impact. 24. Subsequent Event In February 2022, we announced the redemption of the entire outstanding principal amount of our 4.10 % senior notes due 2022. The redemption date is March 15, 2022. The aggregate principal amount of the 4.10 % senior notes outstanding is $ 350 million. The redemption price will include 100% of the principal amount outstanding, accrued and unpaid interest on the notes, and the applicable premium as outlined in the Indenture dated December 20, 2012. The accrued and unpaid interest, as well as the applicable premium, will be calculated up to, but not including, the redemption date. We intend to use the net proceeds from the issuance of the 2.70 % senior notes to fund the redemption of the 4.10 % notes. 73 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.