Pension Plans and Other Postretirement Benefits | Pension Plans and Other Postretirement Benefits NewMarket uses a December 31 measurement date for all of our plans. The service cost component of net periodic benefit cost (income) is included in cost of goods sold; selling, general, and administrative expenses; or research, development, and testing expenses, to reflect where other compensation costs arising from services rendered by the pertinent employee are recorded on the Consolidated Statements of Income. The remaining components of net periodic benefit cost (income) are recorded in other income (expense), net on the Consolidated Statements of Income. U.S. Retirement Plans NewMarket sponsors four pension plans for all full-time U.S. employees that offer a benefit based primarily on years of service and compensation. Employees do not contribute to these pension plans. The plans are as follows: • Salaried employees pension plan; • Afton pension plan for union employees (the Sauget plan); • NewMarket retirement income plan for union employees in Houston, Texas (the Houston plan); and • Afton Chemical Additives pension plan for union employees in Port Arthur, Texas (the Port Arthur plan). In addition, we offer an unfunded, nonqualified supplemental pension plan. This plan restores the pension benefits from our regular pension plans that would have been payable to designated participants if it were not for limitations imposed by U.S. federal income tax regulations. We also provide postretirement health care benefits and life insurance to eligible retired employees. The components of net periodic pension and postretirement benefit cost (income), as well as other amounts recognized in other comprehensive income (loss), are shown below. Years Ended December 31, Pension Benefits Postretirement Benefits (in thousands) 2023 2022 2021 2023 2022 2021 Net periodic benefit cost (income) Service cost $ 10,399 $ 18,935 $ 19,316 $ 520 $ 1,093 $ 1,079 Interest cost 18,212 13,478 13,018 1,582 1,163 1,158 Expected return on plan assets (46,039) (43,765) (38,675) (781) (790) (907) Amortization of prior service cost (credit) 186 271 271 (3,028) (3,028) (3,028) Amortization of actuarial net (gain) loss (1,598) 1,988 5,708 (275) 51 36 Net periodic benefit cost (income) (18,840) (9,093) (362) (1,982) (1,511) (1,662) Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) Actuarial net (gain) loss (34,997) (17,083) (79,688) 918 (12,445) (257) Prior service cost (credit) 648 86 (35) 0 0 0 Amortization of actuarial net gain (loss) 1,598 (1,988) (5,708) 275 (51) (36) Amortization of prior service (cost) credit (186) (271) (271) 3,028 3,028 3,028 Total recognized in other comprehensive income (loss) (32,937) (19,256) (85,702) 4,221 (9,468) 2,735 Total recognized in net periodic benefit cost (income) and other comprehensive income (loss) $ (51,777) $ (28,349) $ (86,064) $ 2,239 $ (10,979) $ 1,073 Changes in the plans’ benefit obligations and assets follow. December 31, Pension Benefits Postretirement Benefits (in thousands) 2023 2022 2023 2022 Change in benefit obligation Benefit obligation at beginning of year $ 330,372 $ 478,809 $ 28,914 $ 41,348 Service cost 10,399 18,935 520 1,093 Interest cost 18,212 13,478 1,582 1,163 Actuarial net (gain) loss 12,039 (166,409) 1,204 (12,064) Plan amendment 648 86 0 0 Benefits paid (15,757) (14,527) (2,388) (2,626) Benefit obligation at end of year 355,913 330,372 29,832 28,914 Change in plan assets Fair value of plan assets at beginning of year 545,540 663,193 20,734 20,972 Actual return on plan assets 93,075 (105,560) 1,067 1,171 Employer contributions 2,401 2,434 962 1,217 Benefits paid (15,757) (14,527) (2,388) (2,626) Fair value of plan assets at end of year 625,259 545,540 20,375 20,734 Funded status $ 269,346 $ 215,168 $ (9,457) $ (8,180) Amounts recognized in the Consolidated Balance Sheets Noncurrent assets $ 298,925 $ 244,210 $ 0 $ 0 Current liabilities (2,865) (2,834) (1,109) (1,086) Noncurrent liabilities (26,714) (26,208) (8,348) (7,094) $ 269,346 $ 215,168 $ (9,457) $ (8,180) Amounts recognized in accumulated other comprehensive loss Actuarial net (gain) loss $ (74,212) $ (40,813) $ (6,618) $ (7,811) Prior service cost (credit) 607 145 (10,533) (13,561) $ (73,605) $ (40,668) $ (17,151) $ (21,372) The accumulated benefit obligation for all domestic defined benefit pension plans was $320 million at December 31, 2023 and $296 million at December 31, 2022. 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, 2023 and December 31, 2022. 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, 2023 and December 31, 2022. As the nonqualified plan is unfunded, the amount reflected in current liabilities represents the expected benefit payments related to the nonqualified plan during the following year. The table below shows selected information on domestic defined benefit pension and postretirement plans. December 31, (in thousands) 2023 2022 Pension plans with the accumulated benefit obligation in excess of the fair market value of plan assets Accumulated benefit obligation $ 29,407 $ 28,838 Fair market value of plan assets 0 0 Pension plans with the projected benefit obligation in excess of the fair market value of plan assets Projected benefit obligation 29,579 29,042 Fair market value of plan assets 0 0 Postretirement benefit plans with the accumulated postretirement benefit obligation in excess of the fair market value of plan assets Accumulated postretirement benefit obligation 18,372 17,782 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 plan are funded through an insurance contract. Assumptions - We used the following assumptions to calculate the results of our retirement plans: Pension Benefits Postretirement Benefits 2023 2022 2021 2023 2022 2021 Weighted-average assumptions used to determine net periodic benefit cost (income) for years ended December 31, Discount rate 5.625 % 2.875 % 2.875 % 5.625 % 2.875 % 2.875 % Expected long-term rate of return on plan assets 8.00 % 8.00 % 8.00 % 4.00 % 4.00 % 4.50 % Rate of projected compensation increase 3.50 % 3.50 % 3.50 % Weighted-average assumptions used to determine benefit obligations at December 31, Discount rate 5.375 % 5.625 % 2.875 % 5.375 % 5.625 % 2.875 % 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 towards equities. Through ongoing monitoring of our investments and review of market data, we have determined that we should maintain the expected long-term rate of return for our U.S. plans at 8.0% for the year beginning January 1, 2024. For the postretirement plan, we based the assumed expected long-term rate of return for plan assets on an evaluation of projected interest rates, as well as the guaranteed interest rate for our insurance contract. As a result of that evaluation, we have maintained the expected long-term rate of return at 4.0% for the year beginning January 1, 2024. Plan Assets - Pension plan assets are held and distributed by trusts and consist principally of equity securities and investment-grade fixed income securities. We invest directly in equity securities, as well as in funds which primarily hold equity and debt securities. Our target allocation is 90% to 97% in equities, 3% to 10% in debt securities and 1% to 5% in cash. The pension obligation is long-term in nature and the investment philosophy followed by the Pension Investment Committee is likewise long-term in its approach. The majority of the pension funds are invested in equity securities as, historically, equity securities have outperformed debt securities and cash investments, resulting in a higher investment return over the long-term. While in the short-term, equity securities may underperform other investment classes, we are less concerned with short-term results and more concerned with long-term improvement. The pension funds are managed by several different investment companies who predominantly invest in U.S. and international equities. Each investment company’s performance is reviewed quarterly. A small portion of the funds is in investments such as cash and cash equivalents or short-term bonds, which historically has been less vulnerable to short-term market swings. These funds are used to provide the cash needed to meet our monthly obligations. There are no significant concentrations of risk within plan assets, nor do the equity securities include any NewMarket common stock for any year presented. The assets of the postretirement benefit plan are invested completely in an insurance contract. No NewMarket common stock is included in these assets. The following table provides information on the fair value of our pension and postretirement benefit plans assets, as well as the related level within the fair value hierarchy. Investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified by level in the fair value hierarchy. December 31, 2023 December 31, 2022 Fair Value Measurements Using Fair Value Measurements Using (in thousands) Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Pension Plans Equity securities: U. S. companies $ 493,126 $ 493,126 $ 0 $ 0 $ 417,687 $ 417,687 $ 0 $ 0 International companies 20,970 20,970 0 0 19,022 19,022 0 0 Cash and cash equivalents 9,956 9,956 0 0 18,979 18,979 0 0 Pooled investment funds: Fixed income securities—mutual funds 27,108 27,108 0 0 29,838 29,838 0 0 Equities—mutual fund 74,099 74,099 0 0 0 0 0 0 Common collective trusts measured at net asset value 0 60,014 $ 625,259 $ 625,259 $ 0 $ 0 $ 545,540 $ 485,526 $ 0 $ 0 Postretirement Plans Insurance contract $ 20,375 $ 0 $ 20,375 $ 0 $ 20,734 $ 0 $ 20,734 $ 0 The valuation methodologies used to develop the fair value measurements for the investments in the previous table are outlined below. There have been no changes in the valuation techniques used to value the investments. • Equity securities are valued at the closing price reported on a national exchange. • Cash and cash equivalents are valued at cost. • The mutual funds in pooled investment funds are valued at the closing price reported on a national exchange. • The common collective trusts (the trusts) are valued at the net asset value of units held based on the quoted market value of the underlying investments held by the funds. One of the trusts invests primarily in a diversified portfolio of equity securities included in the S&P 500 index and the other 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. We sold our interest in these trusts during 2023. • 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 defined benefit pension plans and $1 million to our postretirement benefit plan in 2024. The expected benefit payments for the next ten years are as follows. (in thousands) Expected Pension Expected 2024 $ 16,760 $ 2,284 2025 17,749 2,143 2026 18,631 2,032 2027 19,599 1,938 2028 20,583 1,871 2029 through 2033 117,705 9,181 Foreign Retirement Plans For most employees of our foreign subsidiaries, NewMarket has defined benefit pension plans that offer benefits based primarily on years of service and compensation. These defined benefit plans provide benefits for employees of our foreign subsidiaries located in Belgium, the U.K., Germany, Canada, and Mexico. NewMarket generally contributes to investment trusts and insurance accounts to provide for these plans. The components of net periodic pension cost (income), as well as other amounts recognized in other comprehensive income (loss), for these foreign defined benefit pension plans are shown below. Years Ended December 31, (in thousands) 2023 2022 2021 Net periodic benefit cost (income) Service cost $ 4,185 $ 8,546 $ 10,260 Interest cost 6,298 4,105 3,305 Expected return on plan assets (11,841) (9,827) (10,659) Amortization of prior service cost (credit) 138 137 152 Amortization of actuarial net (gain) loss (24) 630 3,595 Net periodic benefit cost (income) (1,244) 3,591 6,653 Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) Actuarial net (gain) loss (5,143) (41,108) (38,259) Amortization of actuarial net gain (loss) 24 (630) (3,595) Amortization of prior service (cost) credit (138) (137) (152) Total recognized in other comprehensive income (loss) (5,257) (41,875) (42,006) Total recognized in net periodic benefit cost (income) and other comprehensive income (loss) $ (6,501) $ (38,284) $ (35,353) Changes in the benefit obligations and assets of the foreign defined benefit pension plans follow. December 31, (in thousands) 2023 2022 Change in benefit obligation Benefit obligation at beginning of year $ 135,800 $ 235,347 Service cost 4,185 8,546 Interest cost 6,298 4,105 Employee contributions 673 693 Actuarial net (gain) loss (577) (87,076) Benefits paid (5,560) (5,403) Settlements (2,510) 0 Foreign currency translation 7,399 (20,412) Benefit obligation at end of year 145,708 135,800 Change in plan assets Fair value of plan assets at beginning of year 174,548 230,389 Actual return on plan assets 16,326 (34,748) Employer contributions 6,778 5,981 Employee contributions 673 693 Benefits paid (5,560) (5,403) Settlements (2,510) 0 Foreign currency translation 10,048 (22,364) Fair value of plan assets at end of year 200,303 174,548 Funded status $ 54,595 $ 38,748 Amounts recognized in the Consolidated Balance Sheets Noncurrent assets $ 71,957 $ 58,374 Current liabilities (354) (321) Noncurrent liabilities (17,008) (19,305) $ 54,595 $ 38,748 Amounts recognized in accumulated other comprehensive loss Actuarial net (gain) loss $ (3,413) $ 1,706 Prior service cost (credit) 394 532 $ (3,019) $ 2,238 The settlements in the table above are the result of a number of long-tenured employees in our Belgium plan retiring in 2023 with lump sum distributions. The accumulated benefit obligation for all foreign defined benefit pension plans was $134 million at December 31, 2023 and $122 million at December 31, 2022. The fair market value of plan assets exceeded both the accumulated benefit obligation and projected benefit obligation for the Canada and U.K. plans at both year-end 2023 and 2022. The net asset position of the Canada and U.K. plans are included in prepaid pension cost on the Consolidated Balance Sheets at December 31, 2023 and December 31, 2022. The accumulated benefit obligation and projected benefit obligation exceeded the fair market value of plan assets for the Germany, Belgium, and Mexico plans at December 31, 2023 and December 31, 2022. The accrued benefit cost of these plans is included in other noncurrent liabilities on the Consolidated Balance Sheets for both years. As the Germany plan is unfunded, a portion of the accrued benefit cost is included in current liabilities at year-end 2023 and 2022, reflecting the expected benefit payments related to the plan for the following year. The table below shows selected information on foreign defined benefit pension plans. December 31, (in thousands) 2023 2022 Pension plans with the accumulated benefit obligation in excess of the fair market value of plan assets Accumulated benefit obligation $ 22,762 $ 22,625 Fair market value of plan assets 13,420 13,072 Pension plans with the projected benefit obligation in excess of the fair market value of plan assets Projected benefit obligation 30,783 32,699 Fair market value of plan assets 13,420 13,072 Assumptions - We used the following weighted-average assumptions to calculate the results of our foreign defined benefit pension plans. 2023 2022 2021 Weighted-average assumptions used to determine net periodic benefit cost (income) for the years ended December 31, Discount rate 4.61 % 1.91 % 1.14 % Expected long-term rate of return on plan assets 6.47 % 4.59 % 4.95 % Rate of projected compensation increase 3.55 % 4.07 % 3.94 % Weighted-average assumptions used to determine benefit obligations at December 31, Discount rate 4.60 % 4.61 % 1.91 % Rate of projected compensation increase 3.52 % 3.55 % 4.07 % The actuarial assumptions used to measure the foreign defined benefit pension plans are based upon the circumstances of each particular country and pension plan. The factors impacting the determination of the long-term rate of return for a particular foreign pension plan include the market conditions within a particular country, as well as the investment strategy and asset allocation of the specific plan. Plan Assets - Pension plan assets vary by foreign location and plan. Assets are held and distributed by trusts and, depending upon the foreign location and plan, consist primarily of pooled equity funds, pooled debt securities funds, pooled diversified funds, equity securities, debt securities, cash, and insurance contracts. The combined weighted-average target allocation of our foreign defined benefit pension plans is 39% in equities (including pooled funds), 37% in debt securities (including pooled funds), 5% in insurance contracts, and 19% in pooled diversified funds. While the pension obligation is long-term in nature for each of our foreign plans, the investment strategies followed by each plan vary to some degree based upon the laws of a particular country, as well as the provisions of the specific pension trust. The U.K. and Canada plans are invested predominantly in equity securities funds, diversified funds, and debt securities funds. The funds of these plans are managed by various trustees and investment companies whose performance is reviewed throughout the year. The Belgium plan is invested in an insurance contract. The Mexico plans are invested in mutual funds, equities, and debt securities. The Germany plan has no assets. There are no significant concentrations of risk within plan assets, nor do the equity securities include any NewMarket common stock for any year presented. The following table provides information on the fair value of our foreign defined benefit pension plans assets, as well as the related level within the fair value hierarchy. Investments that are measured at fair value using net asset value per share (or its equivalent) have not been classified by level in the fair value hierarchy. December 31, 2023 December 31, 2022 Fair Value Measurements Using Fair Value Measurements Using (in thousands) Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Insurance contract $ 10,956 $ 0 $ 10,956 $ 0 $ 11,199 $ 0 $ 11,199 $ 0 Equity securities—international companies 45 45 0 0 492 492 0 0 Debt securities 273 273 0 0 734 734 0 0 Pooled investment funds—mutual funds 1,763 1,763 0 0 647 647 0 0 Cash and cash equivalents 1,187 1,187 0 0 384 384 0 0 Pooled investment funds (measured at net asset value): Equity securities—international companies 92,853 76,177 Debt securities 52,682 49,494 Diversified growth funds 40,544 35,421 $ 200,303 $ 3,268 $ 10,956 $ 0 $ 174,548 $ 2,257 $ 11,199 $ 0 The valuation methodologies used to develop the fair value measurements for the investments in the table above are outlined below. There have been no changes in the valuation techniques used to value the investments. • The insurance contract represents funds deposited with an insurance company and is stated at an amount equal to the sum of all amounts deposited less the sum of all amounts withdrawn, adjusted for investment return. • Equity securities are valued at the closing price reported on a national exchange. • Debt securities are valued by quoted market prices or valued based on yields currently available on comparable securities of issuers with similar credit ratings. • Pooled investment mutual funds are valued at the closing price reported on a national exchange. • Cash and cash equivalents are valued at cost. • The pooled investment funds are valued at the net asset value of units held by the plans based on the quoted market value of the underlying investments held by the fund. The U.K. pension plan is invested in units of life insurance policies that are linked to equity securities funds, government bond funds, and diversified growth funds. The underlying assets of the equity funds, bond funds, and diversified growth funds are traded on a national exchange and are based on tracking various indices of the London Stock Exchange. There are no redemption restrictions on these funds. There were no unfunded commitments for the U.K. pension plan funds. The Canada pension plan is invested in a pooled Canadian equity fund and a pooled diversified fund. The Canadian equity fund invests in a diversification (sector and industry) of equities listed on a recognized Canadian exchange. The diversified fund invests in a diversified mix of equities, fixed income securities, cash, and cash equivalent securities. There are no redemption restrictions on the pooled Canadian funds, and there were no unfunded commitments. Cash Flows - For foreign defined benefit pension plans, NewMarket expects to contribute $7 million to the plans in 2024. The expected benefit payments for the next ten years for our foreign defined benefit pension plans are shown in the following table. (in thousands) Expected Pension 2024 $ 7,117 2025 5,593 2026 6,013 2027 6,640 2028 7,732 2029 through 2033 41,544 |