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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion, as well as other discussions in this Annual Report on Form 10-K, contains forward-looking statements about future events and expectations within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations and projections about future results. When we use words in this document such as “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “expects,” “should,” “could,” “may,” “will,” and similar expressions, we do so to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make regarding future prospects of growth in the petroleum additives market, other trends in the petroleum additives market, our ability to maintain or increase our market share, and our future capital expenditure levels.

We believe our forward-looking statements are based on reasonable expectations and assumptions, within the bounds of what we know about our business and operations. However, we offer no assurance that actual results will not differ materially from our expectations due to uncertainties and factors that are difficult to predict and beyond our control.

Factors that could cause actual results to differ materially from expectations include, but are not limited to, the availability of raw materials and distribution systems; disruptions at production facilities, including single-sourced facilities; hazards common to chemical businesses; the ability to respond effectively to technological changes in our industry; failure to protect our intellectual property rights; sudden or sharp raw material price increases; competition from other manufacturers; current and future governmental regulations; the gain or loss of significant customers; failure to attract and retain a highly-qualified workforce; an information technology system failure or security breach; the occurrence or threat of extraordinary events, including natural disasters, terrorist attacks, and health-related epidemics such as the COVID-19 pandemic; risks related to operating outside of the United States; political, economic, and regulatory factors concerning our products; the impact of substantial indebtedness on our operational and financial flexibility; the impact of fluctuations in foreign exchange rates; resolution of environmental liabilities or legal proceedings; limitation of our insurance coverage; our inability to realize expected benefits from investment in our infrastructure or from recent or future acquisitions, or our inability to successfully integrate recent or future acquisitions into our business; and the underperformance of our pension assets resulting in additional cash contributions to our pension plans. Risk factors are discussed in Item 1A. “Risk Factors.”

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

OVERVIEW

When comparing the results of the petroleum additives segment for 2020 with 2019, both net sales and operating profit decreased primarily as a result of the economic disruption from the COVID-19 pandemic. Net sales for 2020 decreased 8.0% primarily due to lower lubricant additives and fuel additives product shipments, as well as decreased selling prices. Petroleum additives operating profit for 2020 was 7.2% lower reflecting lower product shipments and changes in selling prices, as well as higher conversion costs, partially offset by improved raw material costs.

Our operations generate cash that is in excess of the needs of the business. We continue to invest in and manage our business for the long-term with the goal of helping our customers succeed in their marketplaces. Our investments continue to be in organizational talent, technology development and processes, and global infrastructure, consisting of technical centers, production capability, and geographic expansion.

IMPACT OF THE COVID-19 PANDEMIC AND CURRENT ECONOMIC ENVIRONMENT

Petroleum additives operating results for 2020 have been marked by economic uncertainty resulting from the ongoing effects of the COVID-19 pandemic and the related restrictions on the movement of people, goods and services. While

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we have continued to operate throughout the year in each of our regions, we have at various times experienced significant changes in some of the key drivers that affect the performance of our business. During the second quarter of 2020, government and business shutdowns in North America and Europe led to a precipitous drop in vehicle miles driven and auto production, with gasoline consumption in the United States dropping to its lowest point in over 50 years. With less travel and fewer miles driven, combined with automobile plant closures, global demand for our products declined substantially, except in our Asia Pacific region where demand remained relatively stable throughout the year. As restrictions eased and economies reopened in the second half of 2020, global production of automobiles began to rebound and gasoline consumption and miles driven showed steady improvement in most countries, including the United States. Late in the fourth quarter, renewed restrictions on travel and work in certain countries had a negative effect on our business. The pace and stability of improvement in demand for our products will continue to depend heavily on economic recovery and the rate at which government restrictions are lifted and remain lifted.

With only a very few government-ordered, short-term exceptions, all of our locations around the world, including our manufacturing and research and development facilities, have continued to operate safely and without interruption during the pandemic, and we expect them to continue to do so. Raw material sourcing has not been significantly impacted and we do not expect that to change over the coming months. The transportation industry continues to operate and our products are currently being delivered to our customers.

Our financial position remains strong. We have sufficient access to additional capital if needed, including our new $900 million revolving credit facility we entered into in March 2020, and we do not anticipate any issues with meeting the covenants in our debt agreements. Our major capital projects are continuing to progress substantially as planned.

The chemical industry and our products are recognized as essential for the transportation of goods and services. Our business continuity planning process focuses our efforts on managing through this challenging time and helping our customers do the same. As we are a global company and can leverage the knowledge and experience of our personnel in facilities across the world, we do not expect to experience negative impacts related to short-term travel and border restrictions. As we operate in the chemical industry, we continue to be focused on protecting the health and safety of our employees and have procedures in place at each of our operating facilities to help ensure their well-being.

RESULTS OF OPERATIONS

Management's discussion and analysis of our results of operations is presented below for the comparative periods of 2020 versus 2019. The discussion and analysis of our results of operations for 2019 compared to 2018 is available in Item 7 of our 2019 Annual Report on Form 10-K.

Net Sales

Our consolidated net sales for 2020 amounted to $2.0 billion, a decrease of $179 million, or 8.2% from 2019.

No single customer accounted for 10% or more of our total net sales in 2020, 2019, or 2018.

The following table shows net sales by segment and product line for each of the last three years.

Years Ended December 31,

Petroleum additives

Petroleum Additives - The regions in which we operate include North America (the United States and Canada), Latin America (Mexico, Central America, and South America), Asia Pacific, and the Europe/Middle East/Africa/India (EMEAI) region. The percentage of net sales being generated in the regions has remained fairly consistent over the past

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three years, with some limited fluctuation due to various factors, including the impact of regional economic trends. North America and EMEAI both represent around 35% of our petroleum additives net sales, while Asia Pacific contributes about 25% and Latin America represents the remaining amount. As shown in the table above, lubricant additives net sales and fuel additives net sales compared to total petroleum additives net sales has remained substantially consistent over the past three years.

Petroleum additives net sales for 2020 of $2.0 billion were approximately 8.0% lower than 2019 levels. The decrease was across all regions except the Latin America region, which was substantially even with 2019 levels. The North America region represented nearly 50% of the petroleum additives decrease in net sales, while the Asia Pacific and EMEAI regions represented about 25% each. The decrease in petroleum additives net sales was predominantly the result of the economic disruption due to the COVID-19 pandemic, including lower demand for petroleum additives products reflecting the restrictions across the world on the movement of people, goods, and services.

The approximate components of the petroleum additives decrease in net sales of $174 million when comparing 2020 to 2019 are shown below in millions.

Lubricant additives shipments (46)

Fuel additives shipments (46)

Selling prices (86)

Foreign currency impact, net 4

Petroleum additives shipments accounted for a $92 million decrease in net sales between 2019 and 2020. Lower selling prices, partially offset by a favorable foreign currency impact, resulted in a decrease in net sales of $82 million when comparing the two years. The United States Dollar weakened against the Euro when comparing 2020 and 2019, which resulted in most of the favorable foreign currency impact to net sales in 2020.

On a worldwide basis, the volume of product shipments for petroleum additives decreased 5.2% when comparing 2020 with 2019. The decreases in shipments were in both lubricant additives and fuel additives. Most of the decrease in lubricant additives was in the Asia Pacific region, with small decreases in the North America and EMEAI regions offset by a small increase in the Latin America region. The North America and EMEAI regions represented most of the decrease in fuel additive product shipments. We believe the decrease in product shipments during 2020 substantially resulted from the impact of the COVID-19 pandemic.

All Other - The “All other” category includes the operations of the antiknock compounds business, and certain contracted manufacturing and services performed by Ethyl.

Segment Operating Profit

NewMarket evaluates the performance of the petroleum additives business based on segment operating profit. NewMarket Services expenses are charged to each subsidiary pursuant to services agreements between the companies. Depreciation on segment property, plant, and equipment, as well as amortization of segment intangible assets and lease right-of-use assets, is included in segment operating profit.

The table below reports segment operating profit for the last three years. A reconciliation of segment operating profit to income before income tax expense is in Note 4.

Years Ended December 31,

All other $ 0 $ (2) $ (3)

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Petroleum Additives - Petroleum additives segment operating profit decreased $26 million when comparing 2020 to 2019. Both periods included the impact of the same factors that affected gross profit (see discussion below) including an unfavorable foreign currency translation impact.

The operating profit margin was 16.7% in 2020 and 16.5% in 2019. Despite the economic disruption from the COVID-19 pandemic during 2020 resulting in lower product shipment volumes and reduced net sales compared to 2019, the operating profit margin is slightly improved from 2019 levels. Operating profit margins remain a priority, and while they will fluctuate from quarter to quarter due to multiple factors, we believe the fundamentals of our business and industry are unchanged.

Petroleum additives gross profit decreased $37 million when comparing 2020 and 2019. Cost of goods sold as a percentage of net sales was 70.4% in 2020 and 71.1% in 2019.

When comparing 2020 and 2019, the decrease in gross profit resulted from unfavorable impacts from product shipments and lower selling prices (both as discussed in the Net Sales section above), as well as unfavorable conversion costs, which together contributed over 100% of the change between 2020 and 2019. These unfavorable factors were partially offset by lower raw material costs.

Petroleum additives selling, general, and administrative expenses (SG&A) were $7 million, or 5.7% lower in 2020 compared to 2019. SG&A as a percentage of net sales was 5.9% in 2020 and 5.8% in 2019. Our SG&A costs are primarily personnel-related and include salaries, benefits and other costs associated with our workforce, including travel-related expenses. While personnel-related costs fluctuate from year to year, there were no significant changes in the drivers of these costs when comparing 2020 and 2019 other than reduced travel-related expenses due to the impact of the COVID-19 pandemic.

Our investment in petroleum additives research, development, and testing (R&D) decreased approximately $4 million when comparing 2020 with 2019. As a percentage of net sales, R&D was 7.0% in 2020 and 6.6% in 2019. Our R&D investments reflect our efforts to support the development of solutions that meet our customers' needs, meet new and evolving standards, and support our expansion into new product areas. Our approach to R&D investment, as it is with SG&A, is one of purposeful spending on programs to support our current product base and to ensure that we develop products to support our customers' programs in the future. R&D investments include personnel-related costs, as well as costs for internal and external testing of our products. Substantially all investments in new product development are incurred in the United States and the U.K., with approximately 70% of total R&D being attributable to the North America and EMEAI regions. The remaining R&D is attributable to the Asia Pacific and Latin America regions and represents customer technology support services in those regions. All of our R&D is related to the petroleum additives segment.

The following discussion references certain captions on the Consolidated Statements of Income.

Interest and Financing Expenses

Interest and financing expenses were $26 million in 2020 and $29 million in 2019. The decrease in interest and financing expense between 2020 and 2019 resulted primarily from a lower average interest rate during 2020.

Other Income (Expense), Net

Other income (expense), net was income of $46 million in 2020 and $24 million in 2019. The amount for 2020 included a gain of $16 million related to the sale of a non-operating parcel of real estate. The amounts for both periods also included the components of net periodic benefit cost (income), except for service costs. See Note 17 for further information on total periodic benefit cost (income).

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Income Tax Expense

Income tax expense was $61 million in 2020 and $77 million in 2019. The effective tax rate was 18.3% in 2020 and 23.3% in 2019. When comparing 2020 and 2019, income tax decreased $16 million due to the lower effective tax rate. The decrease in the effective tax rate was primarily the result of finalizing prior year tax filings and releasing certain tax reserves.

CASH FLOWS DISCUSSION

We generated cash from operating activities of $284 million in 2020 and $337 million in 2019.

During 2020, we used the $284 million of cash generated from operations along with $19 million of cash on hand to repurchase $101 million of our common stock, pay $83 million of dividends on our common stock, repay $45 million on our revolving credit facility, and fund $93 million for capital expenditures. Cash flows from operating activities included a decrease of $54 million from higher working capital requirements, cash contributions of $11 million to our pension and postretirement plans, and a gain of $16 million related to the sale of a parcel of non-operating real estate.

During 2019, we used the $337 million cash generated from operations to repay $123 million on our revolving credit facility, pay $82 million of dividends on our common stock, and fund capital expenditures of $59 million. Cash flows from operating activities included an increase of $5 million from lower working capital requirements, as well as cash contributions of $10 million to our pension and postretirement plans.

FINANCIAL POSITION AND LIQUIDITY

Cash

At December 31, 2020, we had cash and cash equivalents of $125 million as compared to $144 million at the end of 2019.

Cash and cash equivalents held by our foreign subsidiaries amounted to approximately $97 million at December 31, 2020 and $99 million at December 31, 2019. Periodically, we repatriate cash from our foreign subsidiaries to the United States through intercompany dividends and loans. We do not anticipate significant tax consequences of future distributions of foreign earnings.

A portion of our foreign cash balances is associated with earnings that we have asserted are indefinitely reinvested. We plan to use these indefinitely reinvested earnings to support growth outside of the United States through funding of operating expenses, research and development expenses, capital expenditures, and other cash needs of our foreign subsidiaries.

Debt

A summary of our debt instruments follows. A full discussion is in Note 13.

4.10% Senior Notes -At both December 31, 2020 and December 31, 2019, we had $350 million of 4.10% senior notes due 2022 with interest payable semiannually and which are senior unsecured obligations. We were in compliance with all covenants under the indenture governing the 4.10% senior notes as of December 31, 2020 and December 31, 2019.

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. We were in compliance with all covenants under the 3.78% senior notes as of December 31, 2020 and December 31, 2019.

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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.

There were no outstanding borrowings under the revolving credit facility at December 31, 2020 compared to $45 million in outstanding borrowings at December 31, 2019 under our former facility. Outstanding letters of credit amounted to $2 million at December 31, 2020 and $3 million at December 31, 2019 resulting in the unused portion of the applicable credit facility amounting to $898 million at December 31, 2020 and $803 million at December 31, 2019.

The average interest rate for borrowings under the credit facilities was 1.4% during 2020 and 3.0% during 2019.

The Credit Agreement contains 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). At December 31, 2020, the Leverage Ratio was 1.45. We were in compliance with all covenants under the revolving credit facility in effect at December 31, 2020 and at December 31, 2019.

Other Borrowings -Two of our subsidiaries in Singapore and China each have access to separate short-term lines of credit of $10 million. One of our subsidiaries in the U.K. has access to a short-term line of credit of 10 million Euro. There was no activity on these lines of credit in 2020, nor was there an outstanding balance on any of these lines of credit at December 31, 2019.

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We had long-term debt of $599 million at December 31, 2020 and $643 million at December 31, 2019. The decrease in debt resulted from repaying borrowings outstanding under the revolving credit facility during 2020.

As a percentage of total capitalization (total long-term debt and shareholders’ equity), our total long-term debt decreased from 48.5% at the end of 2019 to 44.1% at the end of 2020. The change in the percentage was primarily the result of the decrease in long-term debt, as well as the increase in shareholders' equity. The change in shareholders’ equity primarily reflects our earnings and the impact of the foreign currency translation adjustment offset by stock repurchases, dividend payments, and a decrease in the funded position of our defined benefit plans. Normally, we repay any outstanding long-term debt with cash from operations or refinancing activities.

Working Capital

Including cash and cash equivalents and the impact of foreign currency on the balance sheet, at December 31, 2020, we had working capital of $586 million, resulting in a current ratio of 2.87 to 1. Our working capital at December 31, 2019 on the same basis was $571 million, resulting in a current ratio of 2.85 to 1.

Other than the decrease in cash and cash equivalents, the most significant changes in working capital since December 31, 2019 resulted from an increase in inventory, which was partially offset by an increase in accounts payable. The increase in inventories was primarily due to a reduction in an inventory reserve, as well as planning for first quarter 2021 sales forecasts. The increase in accounts payable reflected normal fluctuations across the regions.

Capital Expenditures

Capital expenditures were $93 million for 2020 and $59 million for 2019. We currently estimate capital expenditures in 2021 will be in the range of $75 million to $85 million as we anticipate spending on several improvements to our manufacturing and R&D infrastructure around the world. We expect to continue to finance capital spending through cash on hand and cash provided from operations, together with borrowing available under our $900 million revolving credit facility.

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Environmental Expenses

We spent approximately $29 million in both 2020 and in 2019 for ongoing environmental operating and clean-up costs, excluding depreciation of previously capitalized expenditures. These environmental operating and clean-up expenses are included in cost of goods sold. We expect to continue to fund these costs through cash provided by operations.

Liquidity and Contractual Obligations

We have both current and long-term obligations that have known payment streams and are discussed throughout this Report on Form 10-K. The more material of these include debt-related obligations, lease obligations, purchase commitments, including those for property, plant, and equipment, contributions to pension and postretirement benefit plans, and environmental dismantling and decontamination.

The debt-related contractual obligations include both principle payments on outstanding long-term debt and the related interest payments. The maturity dates and interest rates, as well as information on the repayment of the principle on our long-term debt is detailed above in the Debt section, as well as in Note 13. At December 31, 2020, all of our long-term debt was at fixed rates. Interest is paid semi-annually on both of our fixed rate long-term debt agreements.

Note 16 provides information by year on our lease obligations which have commenced. We also have obligations for leases that have not yet commenced of $5 million in 2021, $3 million in 2022, $3 million in 2023, $2 million in 2024, $2 million in 2025, and $10 million thereafter. Note 17 includes information on contributions to pension and postretirement benefit plans. Benefit payments under these plans are included in Note 17 are predominantly paid from assets held in trust. Further information on purchase commitments, including those for purchases of property, plant, and equipment are in Note 20.

The annual operating expenses and capital expenditures associated with compliance with environmental, health, and safety regulations are included in Item 1, Governmental and Environmental Regulations. In addition to these costs, there are expected cash flows for dismantling and decontamination of environmental sites. At December 31, 2020, these costs were estimated at $1 million in each of 2021 through 2025, and $8 million thereafter.

We expect that cash from operations, together with borrowing available under our credit facilities, will continue to be sufficient for our operating needs and planned capital expenditures for both a current and long-term horizon.

The table below shows our contractual obligations at December 31, 2020 by year due.

Payments Due by Period

(in millions) Total Less than1 Year 1 - 3Years 3 - 5Years More than5 Years

Letters of credit (b) 2 0 0 2 0

Finance lease obligations (c) 14 2 3 2 7

Leases not yet commenced 25 5 6 4 10

Property, plant, and equipment purchase obligations 38 38 0 0 0

Other long-term liabilities (e) 28 13 2 5 8

Reserves for uncertain tax positions 7 1 2 4 0

(a)Amounts represent contractual payments due on the 4.10% senior notes and the Prudential senior unsecured notes as of December 31, 2020. See Note 13 for more information on long-term debt obligations.

(b)We intend to renew letters of credit when necessary as they mature; therefore, the maturity date is the same as the revolving credit facility under which the letters of credit are issued.

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(c)Amounts represent the undiscounted obligation for lease payments for leases having an initial lease term of at least one year.

(d)Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that 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 the above table. Any amounts for which we are liable under purchase orders are reflected in our Consolidated Balance Sheets as accounts payable or accrued expenses.

(e)These represent other long-term liability amounts reflected in our Consolidated Balance Sheets that have known payment streams. Amounts include environmental liabilities, contributions associated with pension and postretirement benefit plans, and tax payments related to the deemed repatriation of foreign earnings resulting from the Tax Reform Act. Amounts accrued for potential exposure with respect to litigation, claims, and assessments are not included in the table above.

Pension and Postretirement Benefit Plans

Our U.S. and foreign benefit plans are discussed separately below. The information applies to all of our U.S. benefit plans. Our foreign plans are quite diverse, and the actuarial assumptions used by the various foreign plans are based upon the circumstances of each particular country and retirement plan. We use a December 31 measurement date to determine our pension and postretirement expenses and related financial disclosure information. Additional information on our pension and postretirement plans is in Note 17.

U.S. Pension and Postretirement Benefit Plans—The average remaining service period of active participants for our U.S. plans is 13 years, while the average remaining life expectancy of inactive participants is 23 years. We utilize the sex distinct Pri-2012 table with separate rates for annuitants, non-annuitants, and contingent annuitants, projected generationally using Scale MP-2020 in determining the impact of the U.S. benefit plans on our financial statements.

Investment Return Assumptions and Asset Allocation—We periodically review our assumptions for the long-term expected return on pension plan assets. As part of the review and to develop expected rates of return, we considered an analysis of expected returns based on the U.S. plans’ asset allocation as of both January 1, 2021 and January 1, 2020. This analysis reflects our expected long-term rates of return for each significant asset class or economic indicator. The range of returns developed relies both on forecasts and on broad-market historical benchmarks for expected return, correlation, and volatility for each asset class. While the asset allocation for our U.S. pension plans is predominantly weighted toward equities, through the ongoing monitoring of our investments and review of market data, we have determined that we should reduce the expected long-term rate of return for our U.S. pension plans from 8.5% to 8.0% at December 31, 2020.

An actuarial gain on the assets occurred during both 2020 and 2019 as the actual investment return for all of our U.S. pension plans exceeded the expected return by approximately $43 million in 2020 and $75 million in 2019. Investment gains and losses are recognized in earnings on an amortized basis over a period of years. The amortization of the actuarial net loss is expected to be approximately $6 million in 2021 resulting primarily from the actuarial loss on the plan liabilities which has only partially been offset by the investment gains on plan assets. We expect that there will be continued volatility in pension expense as actual investment returns vary from the expected return, but we continue to believe the potential long-term benefits justify the risk premium for equity investments.

At December 31, 2020, our expected long-term rate of return on our postretirement plans was 4.5%. This rate varies from the pension rate of 8.0% primarily because of the difference in investment of assets. The assets of the postretirement plan are held in an insurance contract, which results in a lower assumed rate of investment return.

Pension expense and the life insurance portion of postretirement expense are sensitive to changes in the expected return on assets. For example, decreasing the expected rate of return by 100 basis points to 7.0% for pension assets and 3.5% for postretirement benefit assets (while holding other assumptions constant) would increase the forecasted 2021 expense for our U.S. pension and postretirement plans by approximately $5 million. Similarly, a 100 basis point increase in the expected rate of return to 9.0% for pension assets and 5.5% for postretirement benefit assets (while holding other assumptions constant) would reduce forecasted 2021 pension and postretirement expense by $5 million.

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Discount Rate Assumption—We develop the discount rate assumption by determining the single effective discount rate for a unique hypothetical portfolio constructed from investment-grade bonds that, in the aggregate, match the projected cash flows of each of our retirement plans. The discount rate is developed based on the hypothetical portfolio on the last day of December. The discount rate at December 31, 2020 was 2.875% for all plans.

Pension and postretirement benefit expense is also sensitive to changes in the discount rate. For example, decreasing the discount rate by 100 basis points to 1.875% (while holding other assumptions constant) would increase the forecasted 2021 expense for our U.S. pension and postretirement benefit plans by approximately $9 million. A 100 basis point increase in the discount rate to 3.875% would reduce forecasted 2021 pension and postretirement benefit expense by $7 million.

Rate of Projected Compensation Increase—We have maintained our rate of projected compensation increase at December 31, 2020 at 3.5%. The rate assumption was based on an analysis of our projected compensation increases for the foreseeable future.

Liquidity—Cash contribution requirements to the pension plan are sensitive to changes in assumed interest rates and investment gains or losses in the same manner as pension expense. We expect our aggregate cash contributions to the U.S. pension plans will be approximately $3 million in 2021. We expect our contributions to the postretirement benefit plans will be approximately $2 million in 2021.

Foreign Pension Benefit Plans—Our foreign pension plans are quite diverse. The following information applies only to our U.K. pension plan, which represents the majority of the amounts recorded in our financial statements for our foreign pension plans. The average remaining service period of active participants for our U.K. plan is 16 years, while the average remaining life expectancy of inactive participants is 26 years. In determining the impact of the U.K. pension plans on our financial statements, we utilize the S3P (Light) mortality tables and allow for future projected improvements in life expectancy in line with the CMI 2019 model (with the core smoothing parameter and an initial addition to mortality improvements of 0.4% per year) with a long-term rate of improvement of 1% per year based on the membership of the plan.

Investment Return Assumptions and Asset Allocation—We periodically review our assumptions for the long-term expected return on the U.K. pension plan assets. The expected long-term rate of return is based on both the asset allocation, as well as yields available in the U.K. markets.

The target asset allocation in the U.K. is to be invested 40% in pooled equities funds, 40% in pooled government bonds, and 20% in pooled diversified growth funds. The actual allocation at the end of 2020 was 40% in pooled equities funds, 40% in pooled government bonds, and 20% in pooled diversified growth funds. Based on the actual asset allocation and the expected yields available in the U.K. markets, the expected long-term rate of return for the U.K. pension plan was 5.0% at December 31, 2020.

Actuarial gains on the assets occurred during both 2020 and 2019 as the actual investment return exceeded the expected investment return by approximately $4 million in 2020 and $10 million in 2019. Investment gains and losses are recognized in earnings on an amortized basis over a period of years. The amortization of the actuarial net loss is expected to be approximately $3 million in 2021 resulting primarily from the actuarial loss on the plan liabilities, which has only partially been offset by investment gains on the plan assets. We expect that there will be continued volatility in pension expense as actual investment returns vary from the expected return, but we continue to believe the potential benefits justify the risk premium for the target asset allocation.

Pension expense is sensitive to changes in the expected return on assets. For example, decreasing the expected rate of return by 100 basis points to 4% (while holding other assumptions constant) would increase the forecasted 2021 expense for our U.K. pension plan by approximately $2 million. Similarly, a 100 basis point increase in the expected rate of return to 6% (while holding other assumptions constant) would reduce forecasted 2021 pension expense by approximately $2 million.

Discount Rate Assumption—We utilize a yield curve based on AA-rated corporate bond yields in developing a discount rate assumption. The yield appropriate to the duration of the U.K. plan liabilities is then used. The discount rate at December 31, 2020 was 1.3%.

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Pension expense is also sensitive to changes in the discount rate. For example, decreasing the discount rate by 100 basis points to 0.3% (while holding other assumptions constant) would increase the forecasted 2021 expense for our U.K. pension plans by approximately $2 million. A 100 basis point increase in the discount rate to 2.3% would reduce forecasted 2021 pension expense by approximately $1 million.

Rate of Projected Compensation Increase—Our rate of projected compensation increase at December 31, 2020 is 4.1%. The rate assumption was based on an analysis of our projected compensation increases for the foreseeable future.

Liquidity—Cash contribution requirements to the U.K. pension plan are sensitive to changes in assumed interest rates and investment gains or losses. We expect our aggregate U.K. cash contributions will be approximately $5 million in 2021.

OUTLOOK

Our stated goal is to provide a 10% compounded return per year for our shareholders over any five-year period (defined by earnings per share growth plus dividend yield), although we may not necessarily achieve a 10% return each year. We continue to have confidence in our customer-focused strategy and approach to the market. We believe the fundamentals of how we run our business - a long-term view, safety-first culture, customer-focused solutions, technology-driven product offerings, and world-class supply chain capability - will continue to be beneficial for all of our stakeholders over the long term.

We expect our petroleum additives segment will continue to experience impacts to its operating performance due to the current economic environment. Our global business will see varying effects on demand that will differ by region based on our product portfolio and geographic coverage. The global market should stabilize when government restrictions on the movement of people, goods, and services implemented as a result of the COVID-19 pandemic are lifted, as modern transportation and machinery cannot function without our products. We expect that the petroleum additives market will grow in the 1% to 2% range annually for the foreseeable future. We plan to exceed that growth rate over the long-term.

In the past several years we have made significant investments in our business as the industry fundamentals remain positive. These investments have been and will continue to be in organizational talent, technology development and processes, and global infrastructure, consisting of technical centers, production capability and geographic expansion. We intend to utilize these investments to improve our ability to deliver the solutions that our customers value, expand our global reach, and enhance our operating results. We will continue to invest in our capabilities to provide even better value, service, technology, and customer solutions.

Typically, our business generates significant amounts of cash beyond what is necessary for the expansion and growth of our current offerings. We regularly review our many internal opportunities to utilize excess cash from technological, geographic, production capability, and product line perspectives. We believe our capital spending is creating the capability we need to grow and support our customers worldwide, and our research and development investments are positioning us well to provide added value to our customers. Our primary focus in the acquisition area remains on the petroleum additives industry. It is our view that this industry segment will provide the greatest opportunity for solid returns on our investments while minimizing risk. We remain focused on this strategy and will evaluate any future opportunities. We will continue to evaluate all alternative uses of cash to enhance shareholder value, including stock repurchases and dividends.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The following discussion highlights some of the more critical areas where a significant change in facts and circumstances in our operating and financial environment could cause a change in future reported financial results.

Income Taxes

We file United States, foreign, state, and local income tax returns. Significant judgment is required in determining our worldwide provision for income taxes and recording the related tax assets and liabilities. Any significant impact as a result of changes in underlying facts, law, tax rates, or tax audits could lead to adjustments to our income tax expense, effective tax rate, financial position, or cash flow.

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Deferred income taxes are provided for the estimated income tax effect of temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities, as well as for net operating losses and tax credit carryforwards. When recording these deferred tax assets and liabilities, we must estimate the tax rates we expect will apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realized. In addition, we may record valuation allowances to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Judgment is required as we consider the scheduled reversal of deferred tax assets and liabilities, projected future taxable income, and tax planning strategies in making this assessment. If our estimates and assumptions change from those used when we recorded deferred tax assets and liabilities, the effect on our results of operations and financial position could be material.

The income tax returns for our entities in the United States and in foreign jurisdictions are open for examination by tax authorities. We assess our income tax positions and record a liability for all years open for examination based upon our evaluation of the facts, circumstances, and information available at the reporting date. The economic benefit associated with a tax position will be recognized only if we determine it is more likely than not to be upheld on audit. Although we believe our estimates and judgments are reasonable, actual results could differ, resulting in gains or losses that may be material to our results of operations and financial position.

At each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full year. Our provision for income taxes is impacted by the income tax rates of the countries where we operate. A change in the geographical source of our income can affect the effective tax rate. Significant judgment is involved regarding the application of global income tax laws and regulations when projecting the jurisdictional mix of income. Additionally, interpretations of tax laws, court decisions, or other guidance provided by taxing authorities influence our estimate of the effective income tax rate. As a result, our actual effective income tax rate and related income tax liabilities may differ materially from our estimated effective tax rate and related income tax liabilities.

Intangibles (net of amortization) and Goodwill

We have certain identifiable intangibles amounting to $6 million and goodwill amounting to $124 million at December 31, 2020 that are discussed in Note 10. These intangibles and goodwill relate to our petroleum additives business. The intangibles are being amortized over periods with up to approximately 8 years of remaining life. We continue to assess the market related to the intangibles and goodwill, as well as their specific values and evaluate the intangibles and goodwill for any potential impairment when significant events or circumstances occur that might impair the value of these assets. We have concluded the values are appropriate, as are the amortization periods for the intangibles. However, if conditions were to substantially deteriorate in the petroleum additives market, it could possibly cause a decrease in the estimated useful lives of the intangible assets or result in a noncash write-off of all or a portion of the intangibles and goodwill carrying amounts. A reduction in the amortization period of the intangibles would have no effect on cash flows. We do not anticipate such a change in the market conditions in the near term.

Pension Plans and Other Postretirement Benefits

We use assumptions to record the impact of the pension and postretirement benefit plans in the financial statements. These assumptions include the discount rate and the expected long-term rate of return on plan assets. A change in any of these assumptions could cause different results for the plans and therefore, impact our results of operations, cash flows, and financial condition. We develop these assumptions after considering available information that we deem relevant. Information is provided on the pension and postretirement plans in Note 17. In addition, further disclosure of the effect of changes in these assumptions is provided in the “Financial Position and Liquidity” section of Item 7.

Environmental and Legal Proceedings

We have disclosed our environmental matters in Item 1 of this Annual Report on Form 10-K, as well as in Note 20. Our estimates for costs that will be incurred to satisfy our obligations related to environmental matters are affected by many variables, including our judgment regarding the extent of remediation that will be required, future changes in and enforcement and interpretation of laws and regulations, current and future technology available, and timing of remediation activities. While we currently do not anticipate significant changes to the many factors that could impact our environmental requirements, we continue to keep our accruals consistent with these requirements as they change.

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Also, as noted in the discussion of “Legal Proceedings” in Item 3 of this Annual Report on Form 10-K, while it is not possible to predict or determine with certainty the outcome of any legal proceeding, it is our opinion, based on our current knowledge, that we will not experience any material adverse effects on our results of operations, cash flows, or financial condition as a result of any pending or threatened proceeding.

RECENTLY ISSUED ACCOUNTING STANDARDS

For a full discussion of the more significant recently issued accounting standards, see Note 23.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to many market risk factors, including fluctuations in interest and foreign currency rates, as well as changes in the cost of raw materials. These risk factors may affect our results of operations, cash flows, and financial position.

We manage these risks through regular operating and financing methods, including the use of derivative financial instruments. When we have derivative instruments, they are with major financial institutions and are not for speculative or trading purposes. Also, as part of our financial risk management, we regularly review significant contracts for embedded derivatives and, if identified, would record them in accordance with accounting principles generally accepted in the United States.

The following analysis presents the effect on our results of operations, cash flows, and financial position as if the hypothetical changes in market risk factors occurred at December 31, 2020. We analyzed only the potential impacts of our hypothetical assumptions. This analysis does not consider other possible effects that could impact our business.

Interest Rate Risk

At December 31, 2020, we had total long-term debt of $599 million. All of the long-term debt is at fixed rates. There was no interest rate risk at the end of the year associated with the fixed rate debt.

At December 31, 2020, we had no outstanding variable rate debt under our revolving credit facility. Therefore, we had no interest rate risk at the end of the year associated with the variable rate debt.

A hypothetical 100 basis point decrease in interest rates, holding all other variables constant, would have resulted in a change of $22 million in fair value of our debt at December 31, 2020.

Foreign Currency Risk

We sell to customers in foreign markets through our foreign subsidiaries, as well as through export sales from the United States. These transactions are often denominated in currencies other than the U.S. Dollar. Our primary currency exposures are the European Union Euro, British Pound Sterling, Japanese Yen, Chinese Renminbi, Indian Rupee, Singapore Dollar, Mexican Peso, Australian Dollar, and Canadian Dollar. We may enter into forward contracts as hedges to minimize the fluctuation of intercompany accounts receivable denominated in foreign currencies. At December 31, 2020, we had no outstanding forward contracts.

Raw Material Price Risk

We utilize a variety of raw materials in the manufacture of our products, including base oil, polyisobutylene, antioxidants, alcohols, solvents, sulfonates, friction modifiers, olefins, and copolymers. We may also enter into contracts which commit us to purchase some of our more critical raw materials based on anticipated demand. Our profitability is sensitive to changes in the quantities of raw materials we may need and the costs of those materials which may be caused by changes in supply, demand or other market conditions, over which we have little or no control. In addition, political and economic conditions in certain regions of the world in which we operate have caused, and may continue to cause, our demand for and the cost of our raw materials to fluctuate. War, armed hostilities, terrorist acts, civil unrest, or other incidents may also cause a sudden or sharp change in our demand for and the cost of our raw materials. If we experience such increases in the cost of our raw materials, we may not be able to pass them along to our customers in the form of price increases for our products. The inability to do so would have a negative impact on our operating profit. In

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addition, if our demand for raw materials were to decline such that we would not have need for the quantities required to be purchased under commitment agreements, we could incur additional charges that would affect our profitability.

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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, 2020 and 2019, 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, 2020, 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, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 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, 2020, 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

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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 17 to the consolidated financial statements, the Company’s consolidated pension benefit obligation, excluding other postretirement benefits, was $720 million as of December 31, 2020. 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 16, 2021

We have served as the Company’s or its predecessor’s auditor since 1947.

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NewMarket Corporation and Subsidiaries

Consolidated Statements of Income

Years Ended December 31,

Earnings per share - basic and diluted $ 24.64 $ 22.73 $ 20.34

See accompanying Notes to Consolidated Financial Statements

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NewMarket Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

Years Ended December 31,

Other comprehensive income (loss):

Pension plans and other postretirement benefits:

Total pension plans and other postretirement benefits (22,976) 16,760 (23,035)

See accompanying Notes to Consolidated Financial Statements

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NewMarket Corporation and Subsidiaries

Consolidated Balance Sheets

December 31,

(in thousands, except share amounts) 2020 2019

ASSETS

Current assets:

Prepaid expenses and other current assets 35,480 33,237

Intangibles (net of amortization) and goodwill 129,944 131,880

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Operating lease liabilities - noncurrent 48,324 46,792

Commitments and contingencies (Note 20)

Shareholders’ equity:

See accompanying Notes to Consolidated Financial Statements

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NewMarket Corporation and Subsidiaries

Consolidated Statements of Shareholders’ Equity

(in thousands, except share and per-share amounts) Shares Amount

Other comprehensive income (loss) (35,322) (35,322)

Tax withholdings related to stock-based compensation (2,055) (740) (740)

Tax withholdings related to stock-based compensation (603) (304) (304)

Other comprehensive income (loss) (10,416) (10,416)

Tax withholdings related to stock-based compensation (1,547) (641) (641)

See accompanying Notes to Consolidated Financial Statements

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NewMarket Corporation and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31,

Cash flows from operating activities:

Adjustments to reconcile net income to cash flows from operating activities:

Change in assets and liabilities:

Prepaid expenses and other current assets (6,138) (2,742) 702

Cash pension and postretirement contributions (10,655) (9,932) (64,756)

Cash flows from investing activities:

Proceeds from sale of land 20,000 0 0

Cash provided from (used in) investing activities (74,243) (59,434) (60,031)

Cash flows from financing activities:

Effect of foreign exchange on cash and cash equivalents 2,327 1,658 (3,579)

See accompanying Notes to Consolidated Financial Statements

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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 $3 million in 2020, $4 million in 2019, and $8 million 2018.

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.

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, 2020 or December 31, 2019.

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.

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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 2020, and $6 million in both 2019 and 2018 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. 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

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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, 2020 or December 31, 2019.

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.

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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 in both December 31, 2020 and December 31, 2019. Revenue recognized from funds collected in advance from customers in an earlier period was $1 million in both 2020 and 2019 and $3 million in 2018.

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 $2 million for 2020, $1 million for 2019, and $3 millionfor 2018 related to adjustments to rebates or business development funds which were recognized in revenue in a prior period. At December 31, 2020, accrued rebates were $24 million and accrued business development funds were $1 million. At December 31, 2019, accrued rebates were $23 million and accrued business developments funds were $2 million.

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Notes to Consolidated Financial Statements

The following table provides information on our net sales by geographic area. Information on net sales by segment is in Note 4.

Years Ended December 31,

Net sales

3. Earnings Per Share

We had 19,951 shares in 2020, 20,441 shares in 2019, and 18,892 shares in 2018 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,

Earnings per share numerator:

Earnings allocated to participating securities 448 441 474

Earnings per share denominator:

Earnings per share - basic and diluted $ 24.64 $ 22.73 $ 20.34

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 for 2020 and 2019 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.

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Notes to Consolidated Financial Statements

Years Ended December 31,

Net sales

Petroleum additives

Segment operating profit

(a)No single customer accounted for 10% or more of our total net sales in 2020, 2019, or 2018.

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 for all years and lease right-of-use assets for 2020 and 2019.

December 31,

Segment assets

Prepaid expenses and other current assets 35,480 33,237

Non-segment property, plant, and equipment, net 31,839 34,648

Lease right-of-use assets 198 302

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Years Ended December 31,

Additions to long-lived assets

Depreciation and amortization

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,

Net sales

December 31,

Total assets

Long-lived assets

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5. Supplemental Cash Flow Information

Years Ended December 31,

Cash paid during the year for

Supplemental disclosure of non-cash transactions:

Non-cash additions to property, plant, and equipment $ 5,106 $ 6,025 $ 3,076

6. Trade and Other Accounts Receivable, Net

December 31,

7. Inventories

December 31,

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, 2020 and were below replacement cost by approximately $37 million. At December 31, 2019, LIFO basis inventories were $116 million, which was approximately $50 million below replacement cost.

Our foreign inventories amounted to $255 million at December 31, 2020 and $238 million at December 31, 2019.

Reserves for obsolete and slow-moving inventory included in the table above were not material at December 31, 2020 or December 31, 2019.

8. Prepaid Expenses and Other Current Assets

December 31,

Income taxes on intercompany profit 4,828 5,756

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9. Property, Plant, and Equipment, at Cost

December 31,

Less accumulated depreciation and amortization 878,305 830,493

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 2020, $64 million in 2019, and $63 million in 2018.

10. Intangibles (Net of Amortization) and Goodwill

The net carrying amount of intangibles and goodwill was $130 million at December 31, 2020 and $132 million at December 31, 2019. The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below.

December 31,

Amortizing intangible assets

Aggregate amortization expense $ 2,907 $ 4,206

Aggregate amortization expense was $7 million in 2018. All of the intangibles relate to the petroleum additives segment. The change in the gross carrying amount between 2019 and 2020 was due to foreign currency fluctuations, as well as the following:

•A formulas and technology intangible asset became fully amortized in 2020, resulting in a decrease in the gross carrying amount and accumulated amortization.

•In May 2020, we completed the purchase of the remaining outstanding capital stock of Aditivos Mexicanos, S.A. de C.V. (AMSA), which we acquired in 2017. The prior noncontrolling interest represented by the outstanding capital stock of AMSA was not material.

There is no accumulated goodwill impairment.

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Estimated annual amortization expense related to our intangible assets for the next five years is expected to be (in thousands):

We amortize the contract over 10 years; customer bases over 4 years to 20 years; and formulas and technology over 6 years.

11. Deferred Charges and Other Assets

December 31,

Deposit on future leased plant and equipment $ 12,958 $ 12,958

Asbestos insurance receivables 2,931 5,528

Deferred financing costs, net of amortization 2,106 1,507

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 is reported as a component of long-term debt. See Note 13 for further information on our long-term debt.

12. Accrued Expenses

December 31,

Employee benefits, payroll, and related taxes $ 34,136 $ 33,806

Taxes other than income and payroll 5,995 3,631

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13. Long-term Debt

December 31,

Revolving credit facility 0 44,678

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, 2020 and December 31, 2019.

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, 2020 and December 31, 2019.

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.

Concurrent with entering into the Credit Agreement, we terminated our former revolving credit facility that we had entered into in 2017.

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

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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.

The average interest rate for borrowings under the credit facilities was 1.4% during 2020 and 3.0% during 2019.

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, 2020 and at December 31, 2019.

14. Other Noncurrent Liabilities

December 31,

Deemed repatriation of earnings 2,956 2,956

15. 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

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Notes to Consolidated Financial Statements

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, 2020, 954,028 shares were available for grant. During 2020, we granted 1,120 shares to five of our non-employee directors, which vested immediately.

A summary of activity during 2020 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

The weighted average grant-date fair value was $440.42 for stock awards granted in 2019 and $415.98 for stock awards granted in 2018. The fair value of shares vested was $2 million in 2020, $1 million in 2019, and $3 million in 2018. We recognized compensation expense of $2 million in 2020, $2 million in 2019, and $2 million in 2018 related to stock awards. At December 31, 2020, total unrecognized compensation expense related to stock awards was $5 million, which is expected to be recognized over a period of 3.1 years.

16. 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 50 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,

Finance lease cost:

Interest on lease liabilities 417 426

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. Rental expense was $23 million in 2018 under the authoritative accounting guidance in effect during that year.

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Notes to Consolidated Financial Statements

Supplemental balance sheet information related to leases was as follows:

December 31,

(in thousands) Balance Sheet Classification 2020 2019

Operating leases:

Current liability Operating lease liabilities $ 13,410 $ 14,036

Noncurrent liability Operating lease liabilities-noncurrent 48,324 46,792

Finance leases:

Current liability Other current liabilities $ 2,142 $ 3,019

Noncurrent liability Other noncurrent liabilities 10,077 11,119

December 31,

Weighted average remaining lease term (in years):

Operating leases 13 14

Finance leases 10 9

Weighted average incremental borrowing rate:

Supplemental cash flow information related to leases was as follows:

Years Ended December 31,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 17,563 $ 16,765

Operating cash flows from finance leases 417 426

Financing cash flows from finance leases 3,031 2,649

Right-of-use assets obtained in exchange for new lease obligations:

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Notes to Consolidated Financial Statements

Maturities of lease liabilities as of December 31, 2020 were as follows:

(in thousands) Operating Leases Finance Leases

Operating lease payments in the table above include approximately $16 million related to options to extend lease terms that are reasonably certain of being exercised. At December 31, 2020, we have entered into leases that have not yet commenced, but provide for right-of-use assets of approximately $38 million with remaining related lease obligations of $25 million, which 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 2021.

17. Pension Plans and Other Postretirement Benefits

NewMarket uses a December 31 measurement date for all of our plans.

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 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.

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Notes to Consolidated Financial Statements

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

Net periodic benefit cost (income)

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Notes to Consolidated Financial Statements

Changes in the plans’ benefit obligations and assets follow.

December 31,

Pension Benefits Postretirement Benefits

Change in benefit obligation

Change in plan assets

Amounts recognized in the Consolidated Balance Sheets

Amounts recognized in accumulated other comprehensive loss

The accumulated benefit obligation for all domestic defined benefit pension plans was $392 million at December 31, 2020 and $346 million at December 31, 2019.

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, 2020 and December 31, 2019.

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, 2020 and December 31, 2019. As the nonqualified plan is unfunded, the amount reflected in current liabilities represents the expected benefit payments related to the nonqualified plan during 2021.

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Notes to Consolidated Financial Statements

The table below shows selected information on domestic pension and postretirement benefit plans.

December 31,

Fair market value of plan assets 0 0

Accumulated postretirement benefit obligation 25,584 24,651

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

Rate of projected compensation increase 3.50 % 3.50 % 3.50 %

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 toward equities. Through our ongoing monitoring of our investments and review of market data, we have determined that we should reduce the expected long-term rate of return for our U.S. plans to 8.0% for the year beginning January 1, 2021. 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.

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

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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 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.

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.

Fair Value Measurements Using Fair Value Measurements Using

Pension Plans

Equity securities:

Pooled investment funds:

Common collective trusts measured at net asset value 89,275 78,256

Postretirement Plans

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, including common stock and real estate investment trusts, are valued at the closing price reported on a national exchange.

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Notes to Consolidated Financial Statements

•Money market instruments are valued at cost, which approximates fair value.

•Pooled investment funds—Mutual 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.

•Cash and cash equivalents are valued at cost.

•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.

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 2021. The expected benefit payments for the next ten years are as follows.

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.

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Notes to Consolidated Financial Statements

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,

Net periodic benefit cost (income)

Amortization of prior service cost (credit) (43) (42) (81)

Amortization of actuarial net (gain) loss 1,420 938 597

Prior service cost (credit) 0 0 537

Amortization of actuarial net gain (loss) (1,420) (938) (597)

Amortization of prior service (cost) credit 43 42 81

Total recognized in other comprehensive income (loss) 32,439 10,178 4,553

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Changes in the benefit obligations and assets of the foreign defined benefit pension plans follow.

December 31,

Change in benefit obligation

Change in plan assets

Fair value of plan assets at beginning of year 189,455 163,746

Amounts recognized in the Consolidated Balance Sheets

Current liabilities (407) (297)

Amounts recognized in accumulated other comprehensive loss

Prior service cost (credit) 821 778

The accumulated benefit obligation for all foreign defined benefit pension plans was $224 million at December 31, 2020 and $171 million at December 31, 2019.

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 2020 and 2019. The net asset position of the Canada plan is included in prepaid pension cost on the Consolidated Balance Sheets at December 31, 2020 and December 31, 2019. The fair market value of plan assets for the U.K. plan exceeded the accumulated benefit obligation but not the projected benefit obligation at yearend 2020. For yearend 2019, the fair market value of plan assets of the U.K. plan exceeded both the accumulated benefit obligation and projected benefit obligation. The accrued benefit cost of the U.K. plan is included in other noncurrent liabilities on the Consolidated Balance Sheets at December 31, 2020 and the net asset position is included in prepaid pension cost on the Consolidated Balance Sheets at December 31, 2019. The accumulated benefit obligation and projected benefit obligation exceeded the fair market value of plan assets for the Germany, Belgium, and the two Mexico plans at December 31, 2020 and December 31, 2019. The accrued benefit cost of these plans is included in other noncurrent liabilities on the Consolidated Balance Sheets for both years.

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NEU US Equity

NEU · 10-K · period ended 2020-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NEU US Equity☆

NEU · 10-K · period ended 2020-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NEU US Equity