|
|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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VIRGINIA
|
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20-0812170
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
|
|
|
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330 SOUTH FOURTH STREET
RICHMOND, VIRGINIA
|
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23219-4350
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(Address of principal executive offices)
|
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(Zip Code)
|
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Large accelerated filer
|
x
|
|
Accelerated filer
|
¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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|
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Emerging growth company
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¨
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|
Page
Number
|
|
|
|
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Acquisition
of Business
|
|
|
|
(in thousands, except per-share amounts)
|
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Third Quarter Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
|
$
|
548,416
|
|
|
$
|
516,090
|
|
|
$
|
1,638,422
|
|
|
$
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1,547,824
|
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Cost of goods sold
|
|
388,111
|
|
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338,689
|
|
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1,142,996
|
|
|
1,016,473
|
|
||||
Gross profit
|
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160,305
|
|
|
177,401
|
|
|
495,426
|
|
|
531,351
|
|
||||
Selling, general, and administrative expenses
|
|
42,806
|
|
|
38,848
|
|
|
121,551
|
|
|
120,176
|
|
||||
Research, development, and testing expenses
|
|
35,070
|
|
|
36,715
|
|
|
107,356
|
|
|
116,651
|
|
||||
Operating profit
|
|
82,429
|
|
|
101,838
|
|
|
266,519
|
|
|
294,524
|
|
||||
Interest and financing expenses, net
|
|
5,564
|
|
|
4,320
|
|
|
16,496
|
|
|
12,462
|
|
||||
Other income (expense), net
|
|
112
|
|
|
698
|
|
|
477
|
|
|
(2,828
|
)
|
||||
Income before income tax expense
|
|
76,977
|
|
|
98,216
|
|
|
250,500
|
|
|
279,234
|
|
||||
Income tax expense
|
|
17,205
|
|
|
26,767
|
|
|
64,063
|
|
|
81,465
|
|
||||
Net income
|
|
$
|
59,772
|
|
|
$
|
71,449
|
|
|
$
|
186,437
|
|
|
$
|
197,769
|
|
Earnings per share - basic and diluted
|
|
$
|
5.04
|
|
|
$
|
6.03
|
|
|
$
|
15.73
|
|
|
$
|
16.68
|
|
Cash dividends declared per share
|
|
$
|
1.75
|
|
|
$
|
1.60
|
|
|
$
|
5.25
|
|
|
$
|
4.80
|
|
(in thousands)
|
|
Third Quarter Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
59,772
|
|
|
$
|
71,449
|
|
|
$
|
186,437
|
|
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$
|
197,769
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Pension plans and other postretirement benefits:
|
|
|
|
|
|
|
|
|
||||||||
Prior service credit (cost) arising during the period, net of income tax expense (benefit) of $0 in third quarter and nine months 2017 and $(287) in third quarter and nine months 2016
|
|
0
|
|
|
(463
|
)
|
|
0
|
|
|
(463
|
)
|
||||
Amortization of prior service cost (credit) included in net periodic benefit cost, net of income tax expense (benefit) of $(296) in third quarter 2017, $(232) in third quarter 2016, $(888) in nine months 2017 and $(842) in nine months 2016
|
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(475
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)
|
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(373
|
)
|
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(1,423
|
)
|
|
(1,352
|
)
|
||||
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $(841) in third quarter and nine months 2017 and $(1,448) in third quarter and nine months 2016
|
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(1,335
|
)
|
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(2,300
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)
|
|
(1,335
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)
|
|
(2,300
|
)
|
||||
Amortization of actuarial net loss (gain) included in net periodic benefit cost, net of income tax expense (benefit) of $487 in third quarter 2017, $578 in third quarter 2016, $1,563 in nine months 2017 and $1,719 in nine months 2016
|
|
845
|
|
|
1,002
|
|
|
2,692
|
|
|
2,992
|
|
||||
Total pension plans and other postretirement benefits
|
|
(965
|
)
|
|
(2,134
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)
|
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(66
|
)
|
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(1,123
|
)
|
||||
Foreign currency translation adjustments, net of income tax expense (benefit) of $712 in third quarter 2017, $197 in third quarter 2016, $632 in nine months 2017 and $1,797 in nine months 2016
|
|
5,642
|
|
|
(6,599
|
)
|
|
18,656
|
|
|
(16,922
|
)
|
||||
Other comprehensive income (loss)
|
|
4,677
|
|
|
(8,733
|
)
|
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18,590
|
|
|
(18,045
|
)
|
||||
Comprehensive income
|
|
$
|
64,449
|
|
|
$
|
62,716
|
|
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$
|
205,027
|
|
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$
|
179,724
|
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(in thousands, except share amounts)
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
104,996
|
|
|
$
|
192,154
|
|
Trade and other accounts receivable, less allowance for doubtful accounts
|
|
325,216
|
|
|
306,916
|
|
||
Inventories:
|
|
|
|
|
||||
Finished goods and work-in-process
|
|
311,817
|
|
|
254,068
|
|
||
Raw materials
|
|
59,994
|
|
|
45,581
|
|
||
Stores, supplies, and other
|
|
11,900
|
|
|
11,863
|
|
||
Total inventories
|
|
383,711
|
|
|
311,512
|
|
||
Prepaid expenses and other current assets
|
|
33,853
|
|
|
26,301
|
|
||
Total current assets
|
|
847,776
|
|
|
836,883
|
|
||
Property, plant, and equipment, at cost
|
|
1,444,885
|
|
|
1,264,957
|
|
||
Less accumulated depreciation and amortization
|
|
808,248
|
|
|
761,212
|
|
||
Net property, plant, and equipment
|
|
636,637
|
|
|
503,745
|
|
||
Prepaid pension cost
|
|
41,222
|
|
|
25,800
|
|
||
Deferred income taxes
|
|
21,102
|
|
|
29,063
|
|
||
Intangibles (net of amortization) and goodwill
|
|
147,094
|
|
|
10,436
|
|
||
Deferred charges and other assets
|
|
11,362
|
|
|
10,509
|
|
||
Total assets
|
|
$
|
1,705,193
|
|
|
$
|
1,416,436
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
158,683
|
|
|
$
|
141,869
|
|
Accrued expenses
|
|
105,450
|
|
|
104,082
|
|
||
Dividends payable
|
|
19,129
|
|
|
17,478
|
|
||
Income taxes payable
|
|
18,336
|
|
|
17,573
|
|
||
Other current liabilities
|
|
7,832
|
|
|
13,588
|
|
||
Total current liabilities
|
|
309,430
|
|
|
294,590
|
|
||
Long-term debt
|
|
611,687
|
|
|
507,275
|
|
||
Other noncurrent liabilities
|
|
155,626
|
|
|
131,320
|
|
||
Total liabilities
|
|
1,076,743
|
|
|
933,185
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock and paid-in capi
tal (without par value; authorized shares - 80,000,000; issued and outstanding shares - 11,853,107 at September 30, 2017 and
11,845,972 at December 31, 2016)
|
|
3,999
|
|
|
1,603
|
|
||
Accumulated other comprehensive loss
|
|
(163,920
|
)
|
|
(182,510
|
)
|
||
Retained earnings
|
|
788,371
|
|
|
664,158
|
|
||
Total shareholders' equity
|
|
628,450
|
|
|
483,251
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
1,705,193
|
|
|
$
|
1,416,436
|
|
(in thousands, except share and per-share amounts)
|
|
Common Stock and
Paid-in Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total
Shareholders’ Equity
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||
Balance at December 31, 2015
|
|
11,948,446
|
|
|
$
|
0
|
|
|
$
|
(144,526
|
)
|
|
$
|
532,090
|
|
|
$
|
387,564
|
|
Net income
|
|
|
|
|
|
|
|
197,769
|
|
|
197,769
|
|
|||||||
Other comprehensive income (loss)
|
|
|
|
|
|
(18,045
|
)
|
|
|
|
(18,045
|
)
|
|||||||
Cash dividends ($4.80 per share)
|
|
|
|
|
|
|
|
(56,875
|
)
|
|
(56,875
|
)
|
|||||||
Repurchases of common stock
|
|
(98,867
|
)
|
|
(252
|
)
|
|
|
|
(35,563
|
)
|
|
(35,815
|
)
|
|||||
Stock-based compensation
|
|
(925
|
)
|
|
2,348
|
|
|
|
|
17
|
|
|
2,365
|
|
|||||
Balance at September 30, 2016
|
|
11,848,654
|
|
|
$
|
2,096
|
|
|
$
|
(162,571
|
)
|
|
$
|
637,438
|
|
|
$
|
476,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2016
|
|
11,845,972
|
|
|
$
|
1,603
|
|
|
$
|
(182,510
|
)
|
|
$
|
664,158
|
|
|
$
|
483,251
|
|
Net income
|
|
|
|
|
|
|
|
186,437
|
|
|
186,437
|
|
|||||||
Other comprehensive income (loss)
|
|
|
|
|
|
18,590
|
|
|
|
|
18,590
|
|
|||||||
Cash dividends ($5.25 per share)
|
|
|
|
|
|
|
|
(62,227
|
)
|
|
(62,227
|
)
|
|||||||
Stock-based compensation
|
|
7,135
|
|
|
2,396
|
|
|
|
|
3
|
|
|
2,399
|
|
|||||
Balance at September 30, 2017
|
|
11,853,107
|
|
|
$
|
3,999
|
|
|
$
|
(163,920
|
)
|
|
$
|
788,371
|
|
|
$
|
628,450
|
|
(in thousands)
|
|
Nine Months Ended
September 30, |
||||||
|
|
2017
|
|
2016
|
||||
Cash and cash equivalents at beginning of year
|
|
$
|
192,154
|
|
|
$
|
93,424
|
|
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
186,437
|
|
|
197,769
|
|
||
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
39,196
|
|
|
32,739
|
|
||
Noncash pension and postretirement expense
|
|
5,976
|
|
|
9,609
|
|
||
Deferred income tax expense
|
|
8,639
|
|
|
14,661
|
|
||
Working capital changes
|
|
(34,945
|
)
|
|
890
|
|
||
Cash pension and postretirement contributions
|
|
(19,566
|
)
|
|
(19,432
|
)
|
||
Realized loss on derivative instruments, net
|
|
0
|
|
|
4,825
|
|
||
Other, net
|
|
(7,986
|
)
|
|
18,429
|
|
||
Cash provided from (used in) operating activities
|
|
177,751
|
|
|
259,490
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(120,973
|
)
|
|
(101,706
|
)
|
||
Acquisition of business (net of $1,131 cash acquired)
|
|
(183,930
|
)
|
|
0
|
|
||
Deposits for interest rate swap
|
|
0
|
|
|
(7,570
|
)
|
||
Return of deposits for interest rate swap
|
|
0
|
|
|
11,832
|
|
||
Other, net
|
|
(2,000
|
)
|
|
(4,749
|
)
|
||
Cash provided from (used in) investing activities
|
|
(306,903
|
)
|
|
(102,193
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Net (repayments) borrowings under revolving credit facility
|
|
(146,000
|
)
|
|
35,000
|
|
||
Issuance of 3.78% senior notes
|
|
250,000
|
|
|
0
|
|
||
Dividends paid
|
|
(62,227
|
)
|
|
(56,875
|
)
|
||
Repurchases of common stock
|
|
0
|
|
|
(35,815
|
)
|
||
Other, net
|
|
(3,048
|
)
|
|
(3,079
|
)
|
||
Cash provided from (used in) financing activities
|
|
38,725
|
|
|
(60,769
|
)
|
||
Effect of foreign exchange on cash and cash equivalents
|
|
3,269
|
|
|
(2,044
|
)
|
||
(Decrease) increase in cash and cash equivalents
|
|
(87,158
|
)
|
|
94,484
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
104,996
|
|
|
$
|
187,908
|
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
||||
Release of deposit account funds to terminate interest rate swap
|
|
$
|
0
|
|
|
$
|
21,868
|
|
Non-cash additions to property, plant, and equipment
|
|
$
|
6,443
|
|
|
$
|
20,732
|
|
Non-cash obligation under capital lease
|
|
$
|
0
|
|
|
$
|
5,068
|
|
|
|
Third Quarter Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Petroleum additives
|
|
|
|
|
|
|
|
|
||||||||
Lubricant additives
|
|
$
|
443,355
|
|
|
$
|
420,412
|
|
|
$
|
1,340,693
|
|
|
$
|
1,271,447
|
|
Fuel additives
|
|
102,804
|
|
|
91,993
|
|
|
289,652
|
|
|
263,213
|
|
||||
Total
|
|
546,159
|
|
|
512,405
|
|
|
1,630,345
|
|
|
1,534,660
|
|
||||
All other
|
|
2,257
|
|
|
3,685
|
|
|
8,077
|
|
|
13,164
|
|
||||
Net sales
|
|
$
|
548,416
|
|
|
$
|
516,090
|
|
|
$
|
1,638,422
|
|
|
$
|
1,547,824
|
|
|
|
Third Quarter Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Petroleum additives
|
|
$
|
87,933
|
|
|
$
|
106,385
|
|
|
$
|
281,935
|
|
|
$
|
309,305
|
|
All other
|
|
1,141
|
|
|
373
|
|
|
3,081
|
|
|
1,964
|
|
||||
Segment operating profit
|
|
89,074
|
|
|
106,758
|
|
|
285,016
|
|
|
311,269
|
|
||||
Corporate, general, and administrative expenses
|
|
(6,612
|
)
|
|
(4,990
|
)
|
|
(18,284
|
)
|
|
(16,396
|
)
|
||||
Interest and financing expenses, net
|
|
(5,564
|
)
|
|
(4,320
|
)
|
|
(16,496
|
)
|
|
(12,462
|
)
|
||||
Other income (expense), net
|
|
79
|
|
|
768
|
|
|
264
|
|
|
(3,177
|
)
|
||||
Income before income tax expense
|
|
$
|
76,977
|
|
|
$
|
98,216
|
|
|
$
|
250,500
|
|
|
$
|
279,234
|
|
(in thousands)
|
|
Actual Cash Contributions for Nine Months Ended September 30, 2017
|
|
Expected Remaining Cash Contributions for Year Ending December 31, 2017
|
||||
Domestic plans
|
|
|
|
|
||||
Pension benefits
|
|
$
|
14,473
|
|
|
$
|
4,825
|
|
Postretirement benefits
|
|
931
|
|
|
311
|
|
||
Foreign plans
|
|
|
|
|
||||
Pension benefits
|
|
4,162
|
|
|
1,417
|
|
|
|
Domestic
|
||||||||||||||
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
|
Third Quarter Ended September 30,
|
||||||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
|
$
|
3,501
|
|
|
$
|
3,432
|
|
|
$
|
208
|
|
|
$
|
208
|
|
Interest cost
|
|
3,248
|
|
|
3,347
|
|
|
400
|
|
|
398
|
|
||||
Expected return on plan assets
|
|
(6,604
|
)
|
|
(5,848
|
)
|
|
(281
|
)
|
|
(292
|
)
|
||||
Amortization of prior service cost (credit)
|
|
7
|
|
|
173
|
|
|
(757
|
)
|
|
(757
|
)
|
||||
Amortization of actuarial net (gain) loss
|
|
1,085
|
|
|
1,325
|
|
|
0
|
|
|
0
|
|
||||
Net periodic benefit cost (income)
|
|
$
|
1,237
|
|
|
$
|
2,429
|
|
|
$
|
(430
|
)
|
|
$
|
(443
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
|
||||||||||||||
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
|
Nine Months Ended September 30,
|
||||||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
|
$
|
10,259
|
|
|
$
|
9,646
|
|
|
$
|
581
|
|
|
$
|
529
|
|
Interest cost
|
|
9,966
|
|
|
9,881
|
|
|
1,186
|
|
|
1,239
|
|
||||
Expected return on plan assets
|
|
(19,609
|
)
|
|
(17,354
|
)
|
|
(898
|
)
|
|
(929
|
)
|
||||
Amortization of prior service cost (credit)
|
|
20
|
|
|
141
|
|
|
(2,271
|
)
|
|
(2,271
|
)
|
||||
Amortization of actuarial net (gain) loss
|
|
3,544
|
|
|
3,932
|
|
|
0
|
|
|
0
|
|
||||
Net periodic benefit cost (income)
|
|
$
|
4,180
|
|
|
$
|
6,246
|
|
|
$
|
(1,402
|
)
|
|
$
|
(1,432
|
)
|
|
|
Foreign
|
||||||||||||||
|
|
Pension Benefits
|
||||||||||||||
|
|
Third Quarter Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
|
$
|
1,942
|
|
|
$
|
1,612
|
|
|
$
|
5,645
|
|
|
$
|
5,332
|
|
Interest cost
|
|
1,076
|
|
|
1,110
|
|
|
3,141
|
|
|
3,678
|
|
||||
Expected return on plan assets
|
|
(2,127
|
)
|
|
(1,420
|
)
|
|
(6,229
|
)
|
|
(4,911
|
)
|
||||
Amortization of prior service cost (credit)
|
|
(20
|
)
|
|
(20
|
)
|
|
(58
|
)
|
|
(64
|
)
|
||||
Amortization of actuarial net (gain) loss
|
|
243
|
|
|
230
|
|
|
699
|
|
|
760
|
|
||||
Net periodic benefit cost (income)
|
|
$
|
1,114
|
|
|
$
|
1,512
|
|
|
$
|
3,198
|
|
|
$
|
4,795
|
|
|
|
Third Quarter Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in thousands, except per-share amounts)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Earnings per share numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders before allocation of earnings to participating securities
|
|
$
|
59,772
|
|
|
$
|
71,449
|
|
|
$
|
186,437
|
|
|
$
|
197,769
|
|
Earnings allocated to participating securities
|
|
118
|
|
|
146
|
|
|
370
|
|
|
411
|
|
||||
Net income attributable to common shareholders after allocation of earnings to participating securities
|
|
$
|
59,654
|
|
|
$
|
71,303
|
|
|
$
|
186,067
|
|
|
$
|
197,358
|
|
Earnings per share denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of shares of common stock outstanding - basic and diluted
|
|
11,829
|
|
|
11,823
|
|
|
11,829
|
|
|
11,829
|
|
||||
Earnings per share - basic and diluted
|
|
$
|
5.04
|
|
|
$
|
6.03
|
|
|
$
|
15.73
|
|
|
$
|
16.68
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizing intangible assets
|
|
|
|
|
|
|
|
|
||||||||
Formulas and technology
|
|
$
|
16,340
|
|
|
$
|
2,290
|
|
|
$
|
2,678
|
|
|
$
|
1,958
|
|
Contracts
|
|
2,000
|
|
|
151
|
|
|
2,000
|
|
|
0
|
|
||||
Customer bases
|
|
15,758
|
|
|
4,735
|
|
|
6,938
|
|
|
3,961
|
|
||||
Trademarks and trade names
|
|
1,530
|
|
|
1,176
|
|
|
1,513
|
|
|
1,069
|
|
||||
Goodwill
|
|
119,818
|
|
|
|
|
4,295
|
|
|
|
||||||
|
|
$
|
155,446
|
|
|
$
|
8,352
|
|
|
$
|
17,424
|
|
|
$
|
6,988
|
|
Third quarter ended September 30, 2017
|
$
|
928
|
|
Nine months ended September 30, 2017
|
1,364
|
|
|
Third quarter ended September 30, 2016
|
291
|
|
|
Nine months ended September 30, 2016
|
1,645
|
|
2017
|
$
|
1,777
|
|
2018
|
6,487
|
|
|
2019
|
6,008
|
|
|
2020
|
4,874
|
|
|
2021
|
3,985
|
|
|
2022
|
1,800
|
|
(in thousands)
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Senior notes - 4.10% due 2022 (net of related deferred financing costs)
|
|
$
|
346,945
|
|
|
$
|
346,505
|
|
Senior notes - 3.78% due 2029
|
|
250,000
|
|
|
0
|
|
||
Revolving credit facility
|
|
10,000
|
|
|
156,000
|
|
||
Capital lease obligation
|
|
4,742
|
|
|
4,770
|
|
||
|
|
$
|
611,687
|
|
|
$
|
507,275
|
|
(in thousands)
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Maximum borrowing capacity under the revolving credit facility
|
|
$
|
850,000
|
|
|
$
|
650,000
|
|
Outstanding borrowings under the revolving credit facility
|
|
10,000
|
|
|
156,000
|
|
||
Outstanding letters of credit
|
|
3,550
|
|
|
3,483
|
|
||
Unused portion of revolving credit facility
|
|
$
|
836,450
|
|
|
$
|
490,517
|
|
(in thousands)
|
|
Pension Plans
and Other Postretirement Benefits
|
|
Foreign Currency Translation Adjustments
|
|
Accumulated Other
Comprehensive (Loss) Income
|
||||||
Balance at December 31, 2015
|
|
$
|
(69,798
|
)
|
|
$
|
(74,728
|
)
|
|
$
|
(144,526
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(2,763
|
)
|
|
(16,922
|
)
|
|
(19,685
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss (a)
|
|
1,640
|
|
|
0
|
|
|
1,640
|
|
|||
Other comprehensive income (loss)
|
|
(1,123
|
)
|
|
(16,922
|
)
|
|
(18,045
|
)
|
|||
Balance at September 30, 2016
|
|
$
|
(70,921
|
)
|
|
$
|
(91,650
|
)
|
|
$
|
(162,571
|
)
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2016
|
|
$
|
(76,187
|
)
|
|
$
|
(106,323
|
)
|
|
$
|
(182,510
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(1,335
|
)
|
|
18,656
|
|
|
17,321
|
|
|||
Amounts reclassified from accumulated other comprehensive loss (a)
|
|
1,269
|
|
|
0
|
|
|
1,269
|
|
|||
Other comprehensive income (loss)
|
|
(66
|
)
|
|
18,656
|
|
|
18,590
|
|
|||
Balance at September 30, 2017
|
|
$
|
(76,253
|
)
|
|
$
|
(87,667
|
)
|
|
$
|
(163,920
|
)
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
(in thousands)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Long-term debt (excluding capital lease obligation)
|
|
$
|
606,945
|
|
|
$
|
623,962
|
|
|
$
|
502,505
|
|
|
$
|
507,925
|
|
|
|
Third Quarter Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Petroleum additives
|
|
|
|
|
|
|
|
|
||||||||
Lubricant additives
|
|
$
|
443.4
|
|
|
$
|
420.4
|
|
|
$
|
1,340.7
|
|
|
$
|
1,271.4
|
|
Fuel additives
|
|
102.8
|
|
|
92.0
|
|
|
289.6
|
|
|
263.2
|
|
||||
Total
|
|
546.2
|
|
|
512.4
|
|
|
1,630.3
|
|
|
1,534.6
|
|
||||
All other
|
|
2.2
|
|
|
3.7
|
|
|
8.1
|
|
|
13.2
|
|
||||
Net sales
|
|
$
|
548.4
|
|
|
$
|
516.1
|
|
|
$
|
1,638.4
|
|
|
$
|
1,547.8
|
|
(in millions)
|
|
Third Quarter
|
|
Nine Months
|
||||
Period ended September 30, 2016
|
|
$
|
512.4
|
|
|
$
|
1,534.6
|
|
Lubricant additives shipments
|
|
23.4
|
|
|
105.0
|
|
||
Fuel additives shipments
|
|
10.6
|
|
|
25.3
|
|
||
Selling prices
|
|
(4.2
|
)
|
|
(30.3
|
)
|
||
Foreign currency impact, net
|
|
4.0
|
|
|
(4.3
|
)
|
||
Period ended September 30, 2017
|
|
$
|
546.2
|
|
|
$
|
1,630.3
|
|
|
|
Third Quarter Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Petroleum additives
|
|
$
|
87.9
|
|
|
$
|
106.4
|
|
|
$
|
281.9
|
|
|
$
|
309.3
|
|
All other
|
|
$
|
1.1
|
|
|
$
|
0.4
|
|
|
$
|
3.1
|
|
|
$
|
2.0
|
|
|
|
|
|
|
|
|
|
|
*
|
Indicates management contracts, compensatory plans or arrangements of the company required to be filed as an exhibit
|
|
NEWMARKET CORPORATION
|
|
(Registrant)
|
|
|
Date: October 26, 2017
|
By: /s/ Brian D. Paliotti
|
|
Brian D. Paliotti
|
|
Vice President and
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
Date: October 26, 2017
|
By: /s/ William J. Skrobacz
|
|
William J. Skrobacz
|
|
Controller
|
|
(Principal Accounting Officer)
|
Audit Committee Member
|
$
|
1,250
|
|
Audit Committee Chairman
|
5,000
|
|
|
Compensation Committee Chairman
|
3,750
|
|
|
Nominating and Corporate Governance Committee Chairman
|
2,500
|
|
By:
|
Prudential Investment Management Japan Co., Ltd., as Investment Manager
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
for the
quarter
ended
September 30, 2017
of NewMarket Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: October 26, 2017
|
|
|
|
By:
|
/s/ Thomas E. Gottwald
|
|
Thomas E. Gottwald
|
|
|
Chairman of the Board, President, and Chief Executive Officer
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
for the
quarter
ended
September 30, 2017
of NewMarket Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: October 26, 2017
|
|
|
|
By:
|
/s/ Brian D. Paliotti
|
|
Brian D. Paliotti
|
|
|
Vice President and Chief Financial Officer
|
By:
|
/s/ Thomas E. Gottwald
|
Thomas E. Gottwald
|
|
Chairman of the Board, President, and Chief Executive Officer
|
|
October 26, 2017
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By:
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/s/ Brian D. Paliotti
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Brian D. Paliotti
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Vice President and Chief Financial Officer
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October 26, 2017
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