|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Title of each class
|
|
Name of each exchange on which registered
|
COMMON STOCK, without par value
|
|
NEW YORK STOCK EXCHANGE
|
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Smaller reporting company
|
o
|
|
|
|
Emerging growth company
|
o
|
|
|
*
|
In determining this figure, an aggregate of 3,191,828 shares of Common Stock as beneficially owned by Bruce C. Gottwald and members of his immediate family have been excluded and treated as shares held by affiliates. See Item 12. The aggregate market value has been computed on the basis of the closing price on the New York Stock Exchange on
June 30, 2018
.
|
PART I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
|
|
Item 15.
|
||
Item 16.
|
||
ITEM 1.
|
BUSINESS
|
•
|
friction reduction—Friction is reduced by maintaining a thin film of lubricant between moving surfaces, preventing them from coming into direct contact with one another and reducing wear on moving machinery, thereby providing longer life and operational efficiency.
|
•
|
heat removal
—
Lubricants act as coolants by removing heat resulting either from friction or through contact with other, higher temperature materials.
|
•
|
containment of contaminants
—
Lubricants function by carrying contaminants away from the machinery and neutralizing the harmful impact of the by-products created by combustion.
|
•
|
detergents, which clean moving parts of engines and machines, suspend oil contaminants and combustion by-products, and absorb acidic combustion products;
|
•
|
dispersants, which serve to inhibit the formation of sludge and particulates;
|
•
|
extreme pressure/antiwear agents, which reduce wear on moving engine and machinery parts;
|
•
|
viscosity index modifiers, which improve the viscosity and temperature characteristics of lubricants and help the lubricant flow evenly to all parts of an engine or machine; and
|
•
|
antioxidants, which prevent oil from degrading over time.
|
•
|
gasoline performance additives, which clean and maintain key elements of the fuel delivery systems, including fuel injectors and intake valves, in gasoline engines;
|
•
|
diesel fuel performance additives, which perform similar cleaning functions in diesel engines;
|
•
|
cetane improvers, which increase the cetane number (ignition quality) in diesel fuel by reducing the delay between injection and ignition;
|
•
|
stabilizers, which reduce or eliminate oxidation in fuel;
|
•
|
corrosion inhibitors, which minimize the corrosive effects of combustion by-products and prevent rust;
|
•
|
lubricity additives, which restore lubricating properties lost in the refining process;
|
•
|
cold flow improvers, which improve the pumping and flow of distillate and diesel fuels in cold temperatures; and
|
•
|
octane enhancers, which increase octane ratings and decrease emissions.
|
•
|
potential changes in applicable statutes and regulations (or their enforcement and interpretation);
|
•
|
uncertainty as to the success of anticipated solutions to pollution problems;
|
•
|
uncertainty as to whether additional expense may prove necessary; and
|
•
|
potential for emerging technology to affect remediation methods and reduce associated costs.
|
Name
|
Age
|
Positions
|
Thomas E. Gottwald
|
58
|
Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)
|
Brian D. Paliotti
|
42
|
Chief Financial Officer and Vice President (Principal Financial Officer)
|
Bruce R. Hazelgrove, III
|
58
|
Executive Vice President and Chief Administrative Officer
|
William J. Skrobacz
|
59
|
Controller (Principal Accounting Officer)
|
Cameron D. Warner, Jr.
|
60
|
Treasurer
|
M. Rudolph West
|
65
|
Vice President, General Counsel, and Secretary
|
Regina A. Harm
|
54
|
President, Afton Chemical Corporation
|
ITEM 1A.
|
RISK FACTORS
|
•
|
Lack of availability of raw materials, including sourcing from some single suppliers, could negatively impact our ability to meet customer demand.
|
•
|
A disruption in the availability or capacity of distribution systems could negatively impact our ability to meet our customers’ needs and affect our competitive position.
|
•
|
A significant disruption or disaster at one of our production facilities, including those facilities which are sole producers of certain of our products, could result in our inability to meet production requirements and projected customer demand. This could potentially result in us incurring significant liabilities.
|
•
|
Our research and development efforts are costly and may not succeed, which could impair our ability to meet our customers’ needs, affect our competitive position, and result in a loss of market share.
|
•
|
Our failure to protect our intellectual property rights could harm our competitive position and could adversely affect our future performance and growth.
|
•
|
Sudden or sharp changes in the prices of and/or demand for raw materials may adversely affect our profit margins.
|
•
|
Competitive pressures could adversely affect our margins and profitability.
|
•
|
We rely on a small number of significant customers concentrated in the lubricant and fuel industries. The loss of sales to any of these customers could significantly reduce our revenues and negatively affect our profitability.
|
•
|
Our business could be adversely affected by current and future governmental regulation.
|
•
|
In order to be successful, we must attract and retain a highly qualified workforce, including key employees in leadership positions.
|
•
|
The occurrence or threat of extraordinary events, including domestic and international terrorist attacks, may disrupt our operations, decrease demand for our products, and increase our expenses.
|
•
|
We face risks related to our foreign operations that may negatively affect our business.
|
•
|
A substantial amount of indebtedness could adversely impact our business and limit our operational and financial flexibility.
|
•
|
We are exposed to fluctuations in foreign exchange rates, which may adversely affect our results of operations.
|
•
|
An information technology system failure may adversely affect our business.
|
•
|
Legal proceedings and other claims could impose substantial costs on us.
|
•
|
Environmental matters could have a substantial negative impact on our business.
|
•
|
The insurance we maintain may not fully cover all potential exposures.
|
•
|
We may be unable to consummate a proposed acquisition transaction due to a lack of regulatory approval or the failure of one or more parties to satisfy conditions to close. In addition, we may not be able to realize the expected benefits from recent or future acquisitions or from investments in our infrastructure, or it may take longer to realize those benefits than originally planned. The inability to achieve our objectives related to these activities could result in unanticipated expenses and losses.
|
•
|
We could be required to make additional contributions to our pension plans, which may be underfunded due to any underperformance of equity markets.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Research, Development, and Testing
|
|
Richmond, Virginia
Bracknell, England
Tsukuba, Japan
Ashland, Virginia
Suzhou, China
|
|
|
|
Manufacturing and Distribution
|
|
Feluy, Belgium
(lubricant additives)
Houston, Texas
(lubricant and fuel additives; also storage and distribution)
Hyderabad, India
(lubricant additives)
Jurong Island, Singapore
(lubricant additives; leased land)
Orangeburg, South Carolina
(fuel additives; manufacturing equipment only)
Port Arthur, Texas
(lubricant additives)
Rio de Janeiro, Brazil
(petroleum additives storage and distribution; manufacturing equipment only)
San Juan del Rio, Mexico
(lubricant additives)
Sauget, Illinois
(lubricant and fuel additives)
Suzhou, China
(lubricant additives)
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||
October 1 to October 31
|
|
161,785
|
|
$
|
379.46
|
|
|
161,785
|
|
$
|
209,148,067
|
|
November 1 to November 30
|
|
0
|
|
0.00
|
|
|
0
|
|
209,148,067
|
|
||
December 1 to December 31
|
|
56,483
|
|
389.07
|
|
|
56,483
|
|
187,171,963
|
|
||
Total
|
|
218,268
|
|
$
|
381.94
|
|
|
218,268
|
|
$
|
187,171,963
|
|
|
December 31,
|
||||||||||||||||||||||
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||
NewMarket Corporation
|
$
|
100.00
|
|
|
$
|
122.24
|
|
|
$
|
116.94
|
|
|
$
|
132.24
|
|
|
$
|
126.05
|
|
|
$
|
133.01
|
|
S&P 1500 Specialty Chemicals Index
|
100.00
|
|
|
115.73
|
|
|
113.88
|
|
|
127.38
|
|
|
162.64
|
|
|
152.31
|
|
||||||
S&P 500
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
(in thousands, except per-share amounts and percentages)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Results of operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,289,675
|
|
|
$
|
2,198,404
|
|
|
$
|
2,049,451
|
|
|
$
|
2,140,830
|
|
|
$
|
2,335,405
|
|
Costs and expenses (1)
|
|
1,997,001
|
|
|
1,875,670
|
|
|
1,694,692
|
|
|
1,786,050
|
|
|
1,973,902
|
|
|||||
Operating profit (1)
|
|
292,674
|
|
|
322,734
|
|
|
354,759
|
|
|
354,780
|
|
|
361,503
|
|
|||||
Interest and financing expenses, net
|
|
26,723
|
|
|
21,856
|
|
|
16,785
|
|
|
14,652
|
|
|
16,567
|
|
|||||
Other income (expense), net (1) (2)
|
|
24,334
|
|
|
14,564
|
|
|
5,234
|
|
|
(1,157
|
)
|
|
(5,837
|
)
|
|||||
Income before income tax expense
|
|
290,285
|
|
|
315,442
|
|
|
343,208
|
|
|
338,971
|
|
|
339,099
|
|
|||||
Income tax expense (3)
|
|
55,551
|
|
|
124,933
|
|
|
99,767
|
|
|
100,368
|
|
|
105,844
|
|
|||||
Net income
|
|
$
|
234,734
|
|
|
$
|
190,509
|
|
|
$
|
243,441
|
|
|
$
|
238,603
|
|
|
$
|
233,255
|
|
Financial position and other data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,697,274
|
|
|
$
|
1,712,154
|
|
|
$
|
1,416,436
|
|
|
$
|
1,286,249
|
|
|
$
|
1,227,733
|
|
Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
|
$
|
542,119
|
|
|
$
|
516,861
|
|
|
$
|
542,293
|
|
|
$
|
504,712
|
|
|
$
|
529,680
|
|
Current ratio
|
|
3.00 to 1
|
|
|
2.63 to 1
|
|
|
2.84 to 1
|
|
|
2.91 to 1
|
|
|
3.04 to 1
|
|
|||||
Depreciation and amortization
|
|
$
|
71,759
|
|
|
$
|
55,340
|
|
|
$
|
44,893
|
|
|
$
|
42,265
|
|
|
$
|
41,538
|
|
Capital expenditures
|
|
$
|
74,638
|
|
|
$
|
148,713
|
|
|
$
|
142,874
|
|
|
$
|
126,499
|
|
|
$
|
59,716
|
|
Gross profit as a % of net sales (1)
|
|
25.6
|
%
|
|
28.9
|
%
|
|
33.0
|
%
|
|
31.6
|
%
|
|
28.4
|
%
|
|||||
Research, development, and testing expenses (1)
|
|
$
|
140,289
|
|
|
$
|
146,002
|
|
|
$
|
160,788
|
|
|
$
|
159,868
|
|
|
$
|
140,972
|
|
Total long-term debt
|
|
$
|
770,999
|
|
|
$
|
602,900
|
|
|
$
|
507,275
|
|
|
$
|
490,920
|
|
|
$
|
359,334
|
|
Common stock and other shareholders’ equity
|
|
$
|
489,907
|
|
|
$
|
601,649
|
|
|
$
|
483,251
|
|
|
$
|
387,564
|
|
|
$
|
421,041
|
|
Total long-term debt as a % of total capitalization (debt plus equity)
|
|
61.1
|
%
|
|
50.1
|
%
|
|
51.2
|
%
|
|
55.9
|
%
|
|
46.0
|
%
|
|||||
Common stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted earnings per share
|
|
$
|
20.34
|
|
|
$
|
16.08
|
|
|
$
|
20.54
|
|
|
$
|
19.45
|
|
|
$
|
18.38
|
|
Equity per share
|
|
$
|
43.80
|
|
|
$
|
51.07
|
|
|
$
|
40.79
|
|
|
$
|
32.44
|
|
|
$
|
33.83
|
|
Cash dividends declared per share
|
|
$
|
7.00
|
|
|
$
|
7.00
|
|
|
$
|
6.40
|
|
|
$
|
5.80
|
|
|
$
|
4.70
|
|
(1)
|
Certain prior year amounts have been reclassified to reflect the adoption of Accounting Standards Update No. 2017-07, "Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." There was no impact to net income for any period presented.
|
(2)
|
Other income (expense), net for each year included the components of net periodic benefit cost (income), except for service costs, amounting to income of $19 million in 2018, $14 million in 2017, $8 million in 2016, $2 million in 2015, and $1 million in 2014. In addition, 2014 through 2016 included a loss on the Goldman Sachs interest rate swap, as well as several other small items. The loss on the interest rate swap was
$5 million
for 2016,
$3 million
for 2015, and $7 million for 2014. We terminated the interest rate swap on September 7, 2016. We did not use hedge accounting to record the interest rate swap, and accordingly, any change in the fair value was immediately recognized in earnings.
|
(3)
|
On December 22, 2017, the United States enacted tax legislation commonly known as the Tax Cuts and Jobs Act, which required a one-time tax in 2017 on the deemed repatriation of previously deferred foreign earnings and reduced the U.S. corporate tax rate from 35% to 21% beginning in 2018. We recorded a net tax expense of $31 million in 2017 as a result.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Years Ended December 31,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Petroleum additives
|
|
|
|
|
|
|
||||||
Lubricant additives
|
|
$
|
1,871
|
|
|
$
|
1,790
|
|
|
$
|
1,673
|
|
Fuel additives
|
|
410
|
|
|
397
|
|
|
362
|
|
|||
Total
|
|
2,281
|
|
|
2,187
|
|
|
2,035
|
|
|||
All other
|
|
9
|
|
|
11
|
|
|
14
|
|
|||
Net sales
|
|
$
|
2,290
|
|
|
$
|
2,198
|
|
|
$
|
2,049
|
|
Net sales for year ended December 31, 2016
|
$
|
2,035
|
|
Lubricant additives shipments
|
137
|
|
|
Fuel additives shipments
|
30
|
|
|
Selling prices
|
(17
|
)
|
|
Foreign currency impact, net
|
2
|
|
|
Net sales for year ended December 31, 2017
|
2,187
|
|
|
Lubricant additives shipments
|
(9
|
)
|
|
Fuel additives shipments
|
0
|
|
|
Selling prices
|
82
|
|
|
Foreign currency impact, net
|
21
|
|
|
Net sales for year ended December 31, 2018
|
$
|
2,281
|
|
|
|
Years Ended December 31,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Petroleum additives
|
|
$
|
311
|
|
|
$
|
345
|
|
|
$
|
375
|
|
All other
|
|
$
|
(3
|
)
|
|
$
|
4
|
|
|
$
|
0
|
|
•
|
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.
|
•
|
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.
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in millions)
|
|
Total
|
|
Less than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More than
5 Years
|
||||||||||
Debt obligations (a)
|
|
$
|
768
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
518
|
|
|
$
|
250
|
|
Interest payable on long-term debt and capital lease obligations
|
|
154
|
|
|
29
|
|
|
59
|
|
|
37
|
|
|
29
|
|
|||||
Letters of credit (b)
|
|
3
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
3
|
|
|||||
Capital lease obligations (c)
|
|
6
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
3
|
|
|||||
Other lease obligations
|
|
82
|
|
|
17
|
|
|
26
|
|
|
15
|
|
|
24
|
|
|||||
Property, plant, and equipment purchase obligations
|
|
12
|
|
|
12
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|||||
Purchase obligations (d)
|
|
693
|
|
|
169
|
|
|
294
|
|
|
213
|
|
|
17
|
|
|||||
Other long-term liabilities (e)
|
|
27
|
|
|
11
|
|
|
2
|
|
|
2
|
|
|
12
|
|
|||||
Reserves for uncertain tax positions
|
|
11
|
|
|
1
|
|
|
6
|
|
|
1
|
|
|
3
|
|
|||||
Total
|
|
$
|
1,756
|
|
|
$
|
240
|
|
|
$
|
388
|
|
|
$
|
787
|
|
|
$
|
341
|
|
(a)
|
Amounts represent contractual payments due on the 4.10% senior notes, revolving credit facility, and the Prudential senior unsecured notes as of
December 31, 2018
. 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 obligations do not have a definitive maturity date.
|
(c)
|
Amounts represent the debt obligation under the capital leases related to the Singapore manufacturing facility, as well as future minimum lease payments in excess of the capital lease debt obligation.
|
(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.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands, except per-share amounts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
2,289,675
|
|
|
$
|
2,198,404
|
|
|
$
|
2,049,451
|
|
Cost of goods sold
|
|
1,704,312
|
|
|
1,562,017
|
|
|
1,372,269
|
|
|||
Gross profit
|
|
585,363
|
|
|
636,387
|
|
|
677,182
|
|
|||
Selling, general, and administrative expenses
|
|
152,400
|
|
|
167,651
|
|
|
161,635
|
|
|||
Research, development, and testing expenses
|
|
140,289
|
|
|
146,002
|
|
|
160,788
|
|
|||
Operating profit
|
|
292,674
|
|
|
322,734
|
|
|
354,759
|
|
|||
Interest and financing expenses, net
|
|
26,723
|
|
|
21,856
|
|
|
16,785
|
|
|||
Other income (expense), net
|
|
24,334
|
|
|
14,564
|
|
|
5,234
|
|
|||
Income before income tax expense
|
|
290,285
|
|
|
315,442
|
|
|
343,208
|
|
|||
Income tax expense
|
|
55,551
|
|
|
124,933
|
|
|
99,767
|
|
|||
Net income
|
|
$
|
234,734
|
|
|
$
|
190,509
|
|
|
$
|
243,441
|
|
Earnings per share - basic and diluted
|
|
$
|
20.34
|
|
|
$
|
16.08
|
|
|
$
|
20.54
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
234,734
|
|
|
$
|
190,509
|
|
|
$
|
243,441
|
|
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 $(91) in 2018 and $(286) in 2016
|
|
(446
|
)
|
|
0
|
|
|
(463
|
)
|
|||
Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $(720) in 2018, $(1,127) in 2017 and $(1,123) in 2016
|
|
(2,363
|
)
|
|
(1,955
|
)
|
|
(1,801
|
)
|
|||
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $(6,976) in 2018, $2,814 in 2017 and $(4,409) in 2016
|
|
(24,581
|
)
|
|
10,966
|
|
|
(8,102
|
)
|
|||
Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $1,381 in 2018, $2,028 in 2017 and $2,287 in 2016
|
|
4,355
|
|
|
3,656
|
|
|
3,977
|
|
|||
Total pension plans and other postretirement benefits
|
|
(23,035
|
)
|
|
12,667
|
|
|
(6,389
|
)
|
|||
Foreign currency translation adjustments, net of income tax expense (benefit) of $(535) in 2018, $703 in 2017 and $(895) in 2016
|
|
(12,287
|
)
|
|
23,849
|
|
|
(31,595
|
)
|
|||
Other comprehensive income (loss)
|
|
(35,322
|
)
|
|
36,516
|
|
|
(37,984
|
)
|
|||
Comprehensive income
|
|
$
|
199,412
|
|
|
$
|
227,025
|
|
|
$
|
205,457
|
|
|
|
December 31,
|
||||||
(in thousands, except share amounts)
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
73,040
|
|
|
$
|
84,166
|
|
Trade and other accounts receivable, net
|
|
314,860
|
|
|
335,317
|
|
||
Inventories
|
|
396,341
|
|
|
383,097
|
|
||
Prepaid expenses and other current assets
|
|
29,179
|
|
|
31,074
|
|
||
Total current assets
|
|
813,420
|
|
|
833,654
|
|
||
Property, plant, and equipment, net
|
|
644,138
|
|
|
652,281
|
|
||
Intangibles (net of amortization) and goodwill
|
|
136,039
|
|
|
144,337
|
|
||
Prepaid pension cost
|
|
88,705
|
|
|
66,495
|
|
||
Deferred income taxes
|
|
5,094
|
|
|
4,349
|
|
||
Deferred charges and other assets
|
|
9,878
|
|
|
11,038
|
|
||
Total assets
|
|
$
|
1,697,274
|
|
|
$
|
1,712,154
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
151,631
|
|
|
$
|
159,408
|
|
Accrued expenses
|
|
91,202
|
|
|
107,999
|
|
||
Dividends payable
|
|
17,923
|
|
|
19,055
|
|
||
Income taxes payable
|
|
6,431
|
|
|
16,340
|
|
||
Other current liabilities
|
|
4,114
|
|
|
13,991
|
|
||
Total current liabilities
|
|
271,301
|
|
|
316,793
|
|
||
Long-term debt
|
|
770,999
|
|
|
602,900
|
|
||
Other noncurrent liabilities
|
|
165,067
|
|
|
190,812
|
|
||
Total liabilities
|
|
1,207,367
|
|
|
1,110,505
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock and paid-in capital (without par value; authorized shares - 80,000,000; issued and outstanding - 11,184,482 at December 31, 2018 and 11,779,978 at December 31, 2017)
|
|
0
|
|
|
0
|
|
||
Accumulated other comprehensive loss
|
|
(181,316
|
)
|
|
(145,994
|
)
|
||
Retained earnings
|
|
671,223
|
|
|
747,643
|
|
||
Total shareholders' equity
|
|
489,907
|
|
|
601,649
|
|
||
Total liabilities and shareholders' equity
|
|
$
|
1,697,274
|
|
|
$
|
1,712,154
|
|
|
|
Common Stock and
Paid-in Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Retained Earnings
|
|
Total Shareholders’ Equity
|
|||||||||||
(in thousands, except share and per-share amounts)
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
Balance at December 31, 2015
|
|
11,948,446
|
|
|
$
|
0
|
|
|
$
|
(144,526
|
)
|
|
$
|
532,090
|
|
|
$
|
387,564
|
|
Net income
|
|
|
|
|
|
|
|
243,441
|
|
|
243,441
|
|
|||||||
Other comprehensive income (loss)
|
|
|
|
|
|
(37,984
|
)
|
|
|
|
(37,984
|
)
|
|||||||
Cash dividends ($6.40 per share)
|
|
|
|
|
|
|
|
(75,829
|
)
|
|
(75,829
|
)
|
|||||||
Repurchases of common stock
|
|
(98,867
|
)
|
|
(252
|
)
|
|
|
|
(35,563
|
)
|
|
(35,815
|
)
|
|||||
Tax withholdings related to stock-based compensation
|
|
(2,582
|
)
|
|
(1,076
|
)
|
|
|
|
0
|
|
|
(1,076
|
)
|
|||||
Stock-based compensation
|
|
(1,025
|
)
|
|
2,931
|
|
|
|
|
19
|
|
|
2,950
|
|
|||||
Balance at December 31, 2016
|
|
11,845,972
|
|
|
1,603
|
|
|
(182,510
|
)
|
|
664,158
|
|
|
483,251
|
|
||||
Net income
|
|
|
|
|
|
|
|
190,509
|
|
|
190,509
|
|
|||||||
Other comprehensive income (loss)
|
|
|
|
|
|
36,516
|
|
|
|
|
36,516
|
|
|||||||
Cash dividends ($7.00 per share)
|
|
|
|
|
|
|
|
(82,885
|
)
|
|
(82,885
|
)
|
|||||||
Repurchases of common stock
|
|
(70,689
|
)
|
|
(3,607
|
)
|
|
|
|
(24,150
|
)
|
|
(27,757
|
)
|
|||||
Tax withholdings related to stock-based compensation
|
|
(2,328
|
)
|
|
(915
|
)
|
|
|
|
0
|
|
|
(915
|
)
|
|||||
Stock-based compensation
|
|
7,023
|
|
|
2,919
|
|
|
|
|
11
|
|
|
2,930
|
|
|||||
Balance at December 31, 2017
|
|
11,779,978
|
|
|
0
|
|
|
(145,994
|
)
|
|
747,643
|
|
|
601,649
|
|
||||
Net income
|
|
|
|
|
|
|
|
234,734
|
|
|
234,734
|
|
|||||||
Other comprehensive income (loss)
|
|
|
|
|
|
(35,322
|
)
|
|
|
|
(35,322
|
)
|
|||||||
Cash dividends ($7.00 per share)
|
|
|
|
|
|
|
|
(80,448
|
)
|
|
(80,448
|
)
|
|||||||
Repurchases of common stock
|
|
(603,449
|
)
|
|
(2,038
|
)
|
|
|
|
(229,978
|
)
|
|
(232,016
|
)
|
|||||
Tax withholdings related to stock-based compensation
|
|
(2,055
|
)
|
|
0
|
|
|
|
|
(740
|
)
|
|
(740
|
)
|
|||||
Stock-based compensation
|
|
10,008
|
|
|
2,038
|
|
|
|
|
12
|
|
|
2,050
|
|
|||||
Balance at December 31, 2018
|
|
11,184,482
|
|
|
$
|
0
|
|
|
$
|
(181,316
|
)
|
|
$
|
671,223
|
|
|
$
|
489,907
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents at beginning of year
|
|
$
|
84,166
|
|
|
$
|
192,154
|
|
|
$
|
93,424
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
234,734
|
|
|
190,509
|
|
|
243,441
|
|
|||
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
71,759
|
|
|
55,340
|
|
|
44,893
|
|
|||
Noncash pension and postretirement expense
|
|
4,903
|
|
|
7,959
|
|
|
12,829
|
|
|||
Deferred income tax expense
|
|
14,527
|
|
|
27,375
|
|
|
19,185
|
|
|||
Tax Reform Act expense
|
|
0
|
|
|
31,375
|
|
|
0
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
|
||||||
Trade and other accounts receivable, net
|
|
14,096
|
|
|
250
|
|
|
(38,231
|
)
|
|||
Inventories
|
|
(29,672
|
)
|
|
(44,936
|
)
|
|
14,480
|
|
|||
Prepaid expenses and other current assets
|
|
702
|
|
|
(2,715
|
)
|
|
8,790
|
|
|||
Accounts payable and accrued expenses
|
|
(19,638
|
)
|
|
17,955
|
|
|
18,455
|
|
|||
Other current liabilities
|
|
(10,169
|
)
|
|
1,595
|
|
|
10,149
|
|
|||
Income taxes payable
|
|
(9,731
|
)
|
|
(8,475
|
)
|
|
7,172
|
|
|||
Cash pension and postretirement contributions
|
|
(64,756
|
)
|
|
(26,264
|
)
|
|
(25,898
|
)
|
|||
Realized loss on derivative instruments, net
|
|
0
|
|
|
0
|
|
|
4,825
|
|
|||
Other, net
|
|
(8,844
|
)
|
|
(7,173
|
)
|
|
33,344
|
|
|||
Cash provided from (used in) operating activities
|
|
197,911
|
|
|
242,795
|
|
|
353,434
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(74,638
|
)
|
|
(148,713
|
)
|
|
(142,874
|
)
|
|||
Acquisition of business (net of $1,131 cash acquired)
|
|
0
|
|
|
(183,930
|
)
|
|
0
|
|
|||
Deposits for interest rate swap
|
|
0
|
|
|
0
|
|
|
(7,570
|
)
|
|||
Return of deposits for interest rate swap
|
|
0
|
|
|
0
|
|
|
11,832
|
|
|||
Other, net
|
|
14,607
|
|
|
(2,000
|
)
|
|
(4,749
|
)
|
|||
Cash provided from (used in) investing activities
|
|
(60,031
|
)
|
|
(334,643
|
)
|
|
(143,361
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net borrowings (repayments) under revolving credit facility
|
|
168,129
|
|
|
(156,000
|
)
|
|
11,000
|
|
|||
Issuance of 3.78% senior notes
|
|
0
|
|
|
250,000
|
|
|
0
|
|
|||
Dividends paid
|
|
(80,448
|
)
|
|
(82,885
|
)
|
|
(75,829
|
)
|
|||
Repurchases of common stock
|
|
(232,016
|
)
|
|
(25,998
|
)
|
|
(35,815
|
)
|
|||
Other, net
|
|
(1,092
|
)
|
|
(4,093
|
)
|
|
(2,733
|
)
|
|||
Cash provided from (used in) financing activities
|
|
(145,427
|
)
|
|
(18,976
|
)
|
|
(103,377
|
)
|
|||
Effect of foreign exchange on cash and cash equivalents
|
|
(3,579
|
)
|
|
2,836
|
|
|
(7,966
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(11,126
|
)
|
|
(107,988
|
)
|
|
98,730
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
73,040
|
|
|
$
|
84,166
|
|
|
$
|
192,154
|
|
1.
|
Summary of Significant Accounting Policies
|
•
|
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.
|
Cash
|
|
$
|
1
|
|
Trade accounts receivable
|
|
16
|
|
|
Inventory
|
|
6
|
|
|
Property, plant, and equipment
|
|
53
|
|
|
Goodwill
|
|
118
|
|
|
Intangible assets
|
|
18
|
|
|
Other long-term assets
|
|
2
|
|
|
Other current liabilities
|
|
(7
|
)
|
|
Other long-term liabilities
|
|
(3
|
)
|
|
Deferred taxes
|
|
(19
|
)
|
|
Fair value of net assets acquired
|
|
$
|
185
|
|
|
|
Fair Value (in millions)
|
|
Estimated Useful Lives (in years)
|
||
Formulas and technology
|
|
$
|
9
|
|
|
3-6
|
Customer base
|
|
9
|
|
|
4
|
|
Total identified intangible assets
|
|
$
|
18
|
|
|
|
|
|
Twelve Months Ended
December 31, |
||
(in thousands)
|
|
2018
|
||
Net sales
|
|
|
||
United States
|
|
$
|
722,576
|
|
China
|
|
239,406
|
|
|
Europe, Middle East, Africa, India
|
|
756,258
|
|
|
Asia Pacific, except China
|
|
335,119
|
|
|
Other foreign
|
|
236,316
|
|
|
Net sales
|
|
$
|
2,289,675
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands, except per-share amounts)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Earnings per share numerator:
|
|
|
|
|
|
|
||||||
Net income attributable to common shareholders before allocation of earnings to participating securities
|
|
$
|
234,734
|
|
|
$
|
190,509
|
|
|
$
|
243,441
|
|
Earnings allocated to participating securities
|
|
474
|
|
|
356
|
|
|
477
|
|
|||
Net income attributable to common shareholders after allocation of earnings to participating securities
|
|
$
|
234,260
|
|
|
$
|
190,153
|
|
|
$
|
242,964
|
|
Earnings per share denominator:
|
|
|
|
|
|
|
||||||
Weighted-average number of shares of common stock outstanding - basic and diluted
|
|
11,515
|
|
|
11,824
|
|
|
11,828
|
|
|||
Earnings per share - basic and diluted
|
|
$
|
20.34
|
|
|
$
|
16.08
|
|
|
$
|
20.54
|
|
5.
|
Supplemental Cash Flow Information
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash paid during the year for
|
|
|
|
|
|
|
||||||
Interest and financing expenses (net of capitalization)
|
|
$
|
28,915
|
|
|
$
|
20,376
|
|
|
$
|
18,775
|
|
Income taxes
|
|
76,859
|
|
|
59,010
|
|
|
60,998
|
|
|||
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash transactions:
|
|
|
|
|
|
|
||||||
Release of deposit account funds to terminate interest rate swap
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
21,868
|
|
Non-cash additions to property, plant, and equipment
|
|
3,076
|
|
|
11,209
|
|
|
8,762
|
|
|||
Non-cash obligation under capital lease
|
|
0
|
|
|
1,341
|
|
|
4,810
|
|
6.
|
Trade and Other Accounts Receivable, Net
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Trade receivables
|
|
$
|
276,667
|
|
|
$
|
310,941
|
|
Income tax receivables
|
|
12,210
|
|
|
7,455
|
|
||
Other
|
|
25,983
|
|
|
16,921
|
|
||
|
|
$
|
314,860
|
|
|
$
|
335,317
|
|
7.
|
Inventories
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Finished goods and work-in-process
|
|
$
|
319,120
|
|
|
$
|
319,036
|
|
Raw materials
|
|
63,403
|
|
|
51,485
|
|
||
Stores, supplies, and other
|
|
13,818
|
|
|
12,576
|
|
||
|
|
$
|
396,341
|
|
|
$
|
383,097
|
|
8.
|
Prepaid Expenses and Other Current Assets
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Dividend funding
|
|
$
|
17,923
|
|
|
$
|
19,055
|
|
Income taxes on intercompany profit
|
|
6,431
|
|
|
6,866
|
|
||
Other
|
|
4,825
|
|
|
5,153
|
|
||
|
|
$
|
29,179
|
|
|
$
|
31,074
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Land
|
|
$
|
39,396
|
|
|
$
|
42,067
|
|
Land improvements
|
|
54,937
|
|
|
45,144
|
|
||
Leasehold improvements
|
|
1,968
|
|
|
1,636
|
|
||
Buildings
|
|
166,566
|
|
|
170,624
|
|
||
Machinery and equipment
|
|
1,143,106
|
|
|
1,043,194
|
|
||
Construction in progress
|
|
20,140
|
|
|
172,297
|
|
||
|
|
1,426,113
|
|
|
1,474,962
|
|
||
Less accumulated depreciation and amortization
|
|
781,975
|
|
|
822,681
|
|
||
Net property, plant, and equipment
|
|
$
|
644,138
|
|
|
$
|
652,281
|
|
Land improvements
|
5 - 25 years
|
Buildings
|
10 - 48 years
|
Machinery and equipment
|
3 - 25 years
|
10.
|
Intangibles (Net of Amortization) and Goodwill
|
|
|
December 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||
(in thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortizing intangible assets
|
|
|
|
|
|
|
|
|
||||||||
Formulas and technology
|
|
$
|
9,600
|
|
|
$
|
3,250
|
|
|
$
|
12,339
|
|
|
$
|
3,280
|
|
Contract
|
|
2,000
|
|
|
400
|
|
|
2,000
|
|
|
200
|
|
||||
Customer bases
|
|
14,240
|
|
|
9,091
|
|
|
15,759
|
|
|
5,140
|
|
||||
Trademarks and trade names
|
|
0
|
|
|
0
|
|
|
1,531
|
|
|
1,213
|
|
||||
Goodwill
|
|
122,940
|
|
|
|
|
122,541
|
|
|
|
||||||
|
|
$
|
148,780
|
|
|
$
|
12,741
|
|
|
$
|
154,170
|
|
|
$
|
9,833
|
|
Aggregate amortization expense
|
|
|
|
$
|
7,413
|
|
|
|
|
$
|
2,845
|
|
2019
|
$
|
4,207
|
|
2020
|
2,907
|
|
|
2021
|
2,156
|
|
|
2022
|
1,423
|
|
|
2023
|
907
|
|
11.
|
Deferred Charges and Other Assets
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Asbestos insurance receivables
|
|
$
|
3,727
|
|
|
$
|
3,767
|
|
Deferred financing costs, net of amortization
|
|
2,060
|
|
|
2,614
|
|
||
Other
|
|
4,091
|
|
|
4,657
|
|
||
|
|
$
|
9,878
|
|
|
$
|
11,038
|
|
12.
|
Accrued Expenses
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Employee benefits, payroll, and related taxes
|
|
$
|
30,824
|
|
|
$
|
36,252
|
|
Customer rebates
|
|
24,822
|
|
|
20,703
|
|
||
Taxes other than income and payroll
|
|
5,778
|
|
|
5,398
|
|
||
Capital projects
|
|
2,779
|
|
|
6,316
|
|
||
Other
|
|
26,999
|
|
|
39,330
|
|
||
|
|
$
|
91,202
|
|
|
$
|
107,999
|
|
13.
|
Long-term Debt
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Senior notes - 4.10% due 2022 (net of related deferred financing costs)
|
|
$
|
347,677
|
|
|
$
|
347,091
|
|
Senior notes - 3.78% due 2029
|
|
250,000
|
|
|
250,000
|
|
||
Revolving credit facility
|
|
168,129
|
|
|
0
|
|
||
Capital lease obligations
|
|
5,193
|
|
|
5,809
|
|
||
|
|
$
|
770,999
|
|
|
$
|
602,900
|
|
•
|
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.
|
•
|
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.
|
14.
|
Other Noncurrent Liabilities
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Employee benefits
|
|
$
|
81,473
|
|
|
$
|
89,116
|
|
Deferred income taxes
|
|
43,071
|
|
|
35,303
|
|
||
Environmental remediation
|
|
9,854
|
|
|
11,753
|
|
||
Asbestos litigation reserve
|
|
8,296
|
|
|
8,251
|
|
||
Deemed repatriation of earnings
|
|
2,956
|
|
|
26,901
|
|
||
Other
|
|
19,417
|
|
|
19,488
|
|
||
|
|
$
|
165,067
|
|
|
$
|
190,812
|
|
15.
|
Stock-based Compensation
|
|
|
Number of Shares
|
|
Weighted Average Grant-Date Fair Value
|
|||
Unvested stock awards at January 1, 2018
|
|
17,637
|
|
|
$
|
397.18
|
|
Granted in 2018
|
|
9,357
|
|
|
415.98
|
|
|
Vested in 2018
|
|
6,714
|
|
|
375.65
|
|
|
Forfeited in 2018
|
|
952
|
|
|
381.68
|
|
|
Unvested stock awards at December 31, 2018
|
|
19,328
|
|
|
414.52
|
|
16.
|
Fair Value Measurements
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(in thousands)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Long-term debt (excluding capital lease obligations)
|
|
$
|
765,806
|
|
|
$
|
757,414
|
|
|
$
|
597,091
|
|
|
$
|
623,557
|
|
17.
|
Commitments and Contingencies
|
2019
|
$
|
17,223
|
|
2020
|
15,035
|
|
|
2021
|
10,502
|
|
|
2022
|
7,957
|
|
|
2023
|
6,810
|
|
|
After 2023
|
24,490
|
|
2019
|
$
|
168,932
|
|
2020
|
148,772
|
|
|
2021
|
145,230
|
|
|
2022
|
134,573
|
|
|
2023
|
78,211
|
|
|
After 2023
|
17,138
|
|
•
|
We are often one of many defendants. This factor influences both the number of claims settled against us and the indemnity cost associated with such resolutions.
|
•
|
The estimated percent of claimants in each case that, after discovery, will actually make a claim against us, out of the total number of claimants in a case, is based on a level consistent with past experience and current trends.
|
•
|
We utilize average comparable plaintiff cost history as the basis for estimating pending premises asbestos related claims. These claims are filed by both former contractors and former employees who worked at past and present company locations. We also include an estimated inflation factor in the calculation.
|
•
|
No estimate is made for unasserted claims.
|
•
|
The estimated recoveries from insurance and Albemarle Corporation (a former operation of our company) for these cases are based on, and are consistent with, the 2005 settlement agreements with Travelers Indemnity Company.
|
18.
|
Pension Plans and Other Postretirement Benefits
|
•
|
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).
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Net periodic benefit cost (income)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
$
|
15,391
|
|
|
$
|
13,679
|
|
|
$
|
12,860
|
|
|
$
|
896
|
|
|
$
|
774
|
|
|
$
|
705
|
|
Interest cost
|
|
13,256
|
|
|
13,289
|
|
|
13,175
|
|
|
1,458
|
|
|
1,582
|
|
|
1,653
|
|
||||||
Expected return on plan assets
|
|
(29,883
|
)
|
|
(26,146
|
)
|
|
(23,137
|
)
|
|
(969
|
)
|
|
(1,197
|
)
|
|
(1,239
|
)
|
||||||
Amortization of prior service cost (credit)
|
|
25
|
|
|
26
|
|
|
187
|
|
|
(3,028
|
)
|
|
(3,029
|
)
|
|
(3,028
|
)
|
||||||
Amortization of actuarial net (gain) loss
|
|
5,139
|
|
|
4,725
|
|
|
5,243
|
|
|
0
|
|
|
0
|
|
|
0
|
|
||||||
Net periodic benefit cost (income)
|
|
3,928
|
|
|
5,573
|
|
|
8,328
|
|
|
(1,643
|
)
|
|
(1,870
|
)
|
|
(1,909
|
)
|
||||||
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial net (gain) loss
|
|
29,215
|
|
|
(13,386
|
)
|
|
9,140
|
|
|
(2,190
|
)
|
|
2,635
|
|
|
156
|
|
||||||
Prior service cost (credit)
|
|
0
|
|
|
0
|
|
|
749
|
|
|
0
|
|
|
0
|
|
|
0
|
|
||||||
Amortization of actuarial net gain (loss)
|
|
(5,139
|
)
|
|
(4,725
|
)
|
|
(5,243
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
||||||
Amortization of prior service (cost) credit
|
|
(25
|
)
|
|
(26
|
)
|
|
(187
|
)
|
|
3,028
|
|
|
3,029
|
|
|
3,028
|
|
||||||
Total recognized in other comprehensive income (loss)
|
|
24,051
|
|
|
(18,137
|
)
|
|
4,459
|
|
|
838
|
|
|
5,664
|
|
|
3,184
|
|
||||||
Total recognized in net periodic benefit cost (income) and other comprehensive income (loss)
|
|
$
|
27,979
|
|
|
$
|
(12,564
|
)
|
|
$
|
12,787
|
|
|
$
|
(805
|
)
|
|
$
|
3,794
|
|
|
$
|
1,275
|
|
|
|
December 31,
|
||||||||||||||
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
358,812
|
|
|
$
|
316,366
|
|
|
$
|
40,438
|
|
|
$
|
38,110
|
|
Service cost
|
|
15,391
|
|
|
13,679
|
|
|
896
|
|
|
774
|
|
||||
Interest cost
|
|
13,256
|
|
|
13,289
|
|
|
1,458
|
|
|
1,582
|
|
||||
Actuarial net (gain) loss
|
|
(26,957
|
)
|
|
25,828
|
|
|
(2,355
|
)
|
|
2,506
|
|
||||
Benefits paid
|
|
(11,290
|
)
|
|
(10,350
|
)
|
|
(2,925
|
)
|
|
(2,534
|
)
|
||||
Benefit obligation at end of year
|
|
349,212
|
|
|
358,812
|
|
|
37,512
|
|
|
40,438
|
|
||||
Change in plan assets
|
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
|
365,421
|
|
|
291,092
|
|
|
22,904
|
|
|
23,238
|
|
||||
Actual return on plan assets
|
|
(26,289
|
)
|
|
65,360
|
|
|
803
|
|
|
1,067
|
|
||||
Employer contributions
|
|
56,710
|
|
|
19,319
|
|
|
1,596
|
|
|
1,133
|
|
||||
Benefits paid
|
|
(11,290
|
)
|
|
(10,350
|
)
|
|
(2,925
|
)
|
|
(2,534
|
)
|
||||
Fair value of plan assets at end of year
|
|
384,552
|
|
|
365,421
|
|
|
22,378
|
|
|
22,904
|
|
||||
Funded status
|
|
$
|
35,340
|
|
|
$
|
6,609
|
|
|
$
|
(15,134
|
)
|
|
$
|
(17,534
|
)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
||||||||
Noncurrent assets
|
|
$
|
75,206
|
|
|
$
|
48,515
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Current liabilities
|
|
(2,788
|
)
|
|
(2,793
|
)
|
|
(1,215
|
)
|
|
(1,278
|
)
|
||||
Noncurrent liabilities
|
|
(37,078
|
)
|
|
(39,113
|
)
|
|
(13,919
|
)
|
|
(16,256
|
)
|
||||
|
|
$
|
35,340
|
|
|
$
|
6,609
|
|
|
$
|
(15,134
|
)
|
|
$
|
(17,534
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
|
|
|
|
||||||||
Actuarial net (gain) loss
|
|
$
|
113,026
|
|
|
$
|
88,950
|
|
|
$
|
(480
|
)
|
|
$
|
1,710
|
|
Prior service cost (credit)
|
|
7
|
|
|
32
|
|
|
(25,675
|
)
|
|
(28,703
|
)
|
||||
|
|
$
|
113,033
|
|
|
$
|
88,982
|
|
|
$
|
(26,155
|
)
|
|
$
|
(26,993
|
)
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Plans with the accumulated benefit obligation in excess of the fair market value of plan assets
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
39,866
|
|
|
$
|
41,906
|
|
Accumulated benefit obligation
|
|
36,586
|
|
|
38,105
|
|
||
Fair market value of plan assets
|
|
0
|
|
|
0
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Plans with the projected benefit obligation in excess of the fair market value of plan assets
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
39,866
|
|
|
$
|
41,906
|
|
Fair market value of plan assets
|
|
0
|
|
|
0
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average assumptions used to determine net periodic benefit cost (income) for years ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
3.75
|
%
|
|
4.25
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
|
4.25
|
%
|
|
4.50
|
%
|
Expected long-term rate of return on plan assets
|
|
8.50
|
%
|
|
8.50
|
%
|
|
8.50
|
%
|
|
4.50
|
%
|
|
5.50
|
%
|
|
5.50
|
%
|
Rate of projected compensation increase
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
|
|
|
|
|||
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.25
|
%
|
|
3.75
|
%
|
|
4.25
|
%
|
|
4.25
|
%
|
|
3.75
|
%
|
|
4.25
|
%
|
Rate of projected compensation increase
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
|
|
|
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
|
|
$
|
274,972
|
|
|
$
|
274,972
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
286,103
|
|
|
$
|
286,103
|
|
|
$
|
0
|
|
|
$
|
0
|
|
International companies
|
|
4,223
|
|
|
4,223
|
|
|
0
|
|
|
0
|
|
|
2,074
|
|
|
2,074
|
|
|
0
|
|
|
0
|
|
||||||||
Real estate investment trusts
|
|
5,745
|
|
|
5,745
|
|
|
0
|
|
|
0
|
|
|
3,487
|
|
|
3,487
|
|
|
0
|
|
|
0
|
|
||||||||
Money market instruments
|
|
13,099
|
|
|
13,099
|
|
|
0
|
|
|
0
|
|
|
18,395
|
|
|
18,395
|
|
|
0
|
|
|
0
|
|
||||||||
Pooled investment funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed income securities—mutual funds
|
|
9,039
|
|
|
9,039
|
|
|
0
|
|
|
0
|
|
|
8,958
|
|
|
8,958
|
|
|
0
|
|
|
0
|
|
||||||||
International equities—mutual fund
|
|
14,302
|
|
|
14,302
|
|
|
0
|
|
|
0
|
|
|
16,715
|
|
|
16,715
|
|
|
0
|
|
|
0
|
|
||||||||
Common collective trusts measured at net asset value
|
|
61,254
|
|
|
|
|
|
|
|
|
26,084
|
|
|
|
|
|
|
|
||||||||||||||
Insurance contract
|
|
1,918
|
|
|
0
|
|
|
1,918
|
|
|
0
|
|
|
3,605
|
|
|
0
|
|
|
3,605
|
|
|
0
|
|
||||||||
|
|
$
|
384,552
|
|
|
$
|
321,380
|
|
|
$
|
1,918
|
|
|
$
|
0
|
|
|
$
|
365,421
|
|
|
$
|
335,732
|
|
|
$
|
3,605
|
|
|
$
|
0
|
|
Postretirement Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Insurance contract
|
|
$
|
22,378
|
|
|
$
|
0
|
|
|
$
|
22,378
|
|
|
$
|
0
|
|
|
$
|
22,904
|
|
|
$
|
0
|
|
|
$
|
22,904
|
|
|
$
|
0
|
|
•
|
Equity securities, including common stock and real estate investment trusts, are valued at the closing price reported on a national exchange.
|
•
|
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
ten
business 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.
|
(in thousands)
|
|
Expected Pension
Benefit Payments
|
|
Expected
Postretirement
Benefit Payments
|
||||
2019
|
|
$
|
12,166
|
|
|
$
|
2,616
|
|
2020
|
|
13,254
|
|
|
2,477
|
|
||
2021
|
|
14,293
|
|
|
2,366
|
|
||
2022
|
|
15,327
|
|
|
2,262
|
|
||
2023
|
|
16,307
|
|
|
2,164
|
|
||
2024 through 2028
|
|
98,861
|
|
|
10,065
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net periodic benefit cost (income)
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
7,271
|
|
|
$
|
7,437
|
|
|
$
|
6,926
|
|
Interest cost
|
|
4,514
|
|
|
4,314
|
|
|
4,915
|
|
|||
Expected return on plan assets
|
|
(9,918
|
)
|
|
(8,479
|
)
|
|
(6,638
|
)
|
|||
Amortization of prior service cost (credit)
|
|
(81
|
)
|
|
(79
|
)
|
|
(83
|
)
|
|||
Amortization of actuarial net (gain) loss
|
|
597
|
|
|
959
|
|
|
1,021
|
|
|||
Net periodic benefit cost (income)
|
|
2,383
|
|
|
4,152
|
|
|
6,141
|
|
|||
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Actuarial net (gain) loss
|
|
4,532
|
|
|
(3,029
|
)
|
|
3,215
|
|
|||
Prior service cost (credit)
|
|
537
|
|
|
0
|
|
|
0
|
|
|||
Amortization of actuarial net gain (loss)
|
|
(597
|
)
|
|
(959
|
)
|
|
(1,021
|
)
|
|||
Amortization of prior service (cost) credit
|
|
81
|
|
|
79
|
|
|
83
|
|
|||
Total recognized in other comprehensive income (loss)
|
|
4,553
|
|
|
(3,909
|
)
|
|
2,277
|
|
|||
Total recognized in net periodic benefit cost (income) and other comprehensive income (loss)
|
|
$
|
6,936
|
|
|
$
|
243
|
|
|
$
|
8,418
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Change in benefit obligation
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
|
$
|
185,815
|
|
|
$
|
157,101
|
|
Service cost
|
|
7,271
|
|
|
7,437
|
|
||
Interest cost
|
|
4,514
|
|
|
4,314
|
|
||
Acquisition
|
|
0
|
|
|
1,888
|
|
||
Employee contributions
|
|
737
|
|
|
766
|
|
||
Actuarial net (gain) loss
|
|
(10,976
|
)
|
|
2,417
|
|
||
Benefits paid
|
|
(4,144
|
)
|
|
(5,157
|
)
|
||
Foreign currency translation
|
|
(9,597
|
)
|
|
17,049
|
|
||
Benefit obligation at end of year
|
|
173,620
|
|
|
185,815
|
|
||
Change in plan assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
176,968
|
|
|
144,877
|
|
||
Actual return on plan assets
|
|
(6,357
|
)
|
|
13,778
|
|
||
Employer contributions
|
|
5,968
|
|
|
5,646
|
|
||
Employee contributions
|
|
737
|
|
|
766
|
|
||
Benefits paid
|
|
(4,144
|
)
|
|
(5,157
|
)
|
||
Acquisition
|
|
0
|
|
|
1,910
|
|
||
Foreign currency translation
|
|
(9,426
|
)
|
|
15,148
|
|
||
Fair value of plan assets at end of year
|
|
163,746
|
|
|
176,968
|
|
||
Funded status
|
|
$
|
(9,874
|
)
|
|
$
|
(8,847
|
)
|
Amounts recognized in the Consolidated Balance Sheets
|
|
|
|
|
||||
Noncurrent assets
|
|
$
|
13,499
|
|
|
$
|
17,980
|
|
Current liabilities
|
|
(301
|
)
|
|
(346
|
)
|
||
Noncurrent liabilities
|
|
(23,072
|
)
|
|
(26,481
|
)
|
||
|
|
$
|
(9,874
|
)
|
|
$
|
(8,847
|
)
|
Amounts recognized in accumulated other comprehensive loss
|
|
|
|
|
||||
Actuarial net (gain) loss
|
|
$
|
42,766
|
|
|
$
|
38,831
|
|
Prior service cost (credit)
|
|
736
|
|
|
118
|
|
||
|
|
$
|
43,502
|
|
|
$
|
38,949
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Plans with the accumulated benefit obligation in excess of the fair market value of plan assets
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
33,730
|
|
|
$
|
36,687
|
|
Accumulated benefit obligation
|
|
22,803
|
|
|
23,704
|
|
||
Fair market value of plan assets
|
|
10,618
|
|
|
10,151
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Plans with the projected benefit obligation in excess of the fair market value of plan assets
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
35,970
|
|
|
$
|
39,074
|
|
Fair market value of plan assets
|
|
12,597
|
|
|
12,247
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Weighted-average assumptions used to determine net periodic benefit cost (income) for the years ended December 31,
|
|
|
|
|
|
|
|||
Discount rate
|
|
2.36
|
%
|
|
2.53
|
%
|
|
3.58
|
%
|
Expected long-term rate of return on plan assets
|
|
5.50
|
%
|
|
5.50
|
%
|
|
5.10
|
%
|
Rate of projected compensation increase
|
|
4.14
|
%
|
|
4.20
|
%
|
|
4.28
|
%
|
Weighted-average assumptions used to determine benefit obligations at December 31,
|
|
|
|
|
|
|
|||
Discount rate
|
|
2.67
|
%
|
|
2.36
|
%
|
|
2.53
|
%
|
Rate of projected compensation increase
|
|
4.10
|
%
|
|
4.14
|
%
|
|
4.20
|
%
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
|
|
|
|
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
|
|
$
|
10,618
|
|
|
$
|
0
|
|
|
$
|
10,618
|
|
|
$
|
0
|
|
|
$
|
10,151
|
|
|
$
|
0
|
|
|
$
|
10,151
|
|
|
$
|
0
|
|
Equity securities—international companies
|
|
684
|
|
|
684
|
|
|
0
|
|
|
0
|
|
|
755
|
|
|
755
|
|
|
0
|
|
|
0
|
|
||||||||
Debt securities
|
|
756
|
|
|
698
|
|
|
58
|
|
|
0
|
|
|
872
|
|
|
801
|
|
|
71
|
|
|
0
|
|
||||||||
Pooled investment funds—mutual funds
|
|
538
|
|
|
538
|
|
|
0
|
|
|
0
|
|
|
469
|
|
|
469
|
|
|
0
|
|
|
0
|
|
||||||||
Cash and cash equivalents
|
|
66
|
|
|
66
|
|
|
0
|
|
|
0
|
|
|
825
|
|
|
825
|
|
|
0
|
|
|
0
|
|
||||||||
Pooled investment funds (measured at net asset value):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities—U.S. companies
|
|
10,294
|
|
|
|
|
|
|
|
|
10,621
|
|
|
|
|
|
|
|
||||||||||||||
Equity securities—international companies
|
|
49,610
|
|
|
|
|
|
|
|
|
56,803
|
|
|
|
|
|
|
|
||||||||||||||
Debt securities
|
|
60,480
|
|
|
|
|
|
|
|
|
63,007
|
|
|
|
|
|
|
|
||||||||||||||
Diversified growth funds
|
|
30,700
|
|
|
|
|
|
|
|
|
33,465
|
|
|
|
|
|
|
|
||||||||||||||
|
|
$
|
163,746
|
|
|
$
|
1,986
|
|
|
$
|
10,676
|
|
|
$
|
0
|
|
|
$
|
176,968
|
|
|
$
|
2,850
|
|
|
$
|
10,222
|
|
|
$
|
0
|
|
•
|
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 funds that are 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 United Kingdom 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 United Kingdom pension plan funds. The Canadian 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.
|
(in thousands)
|
|
Expected Pension
Benefit Payments
|
||
2019
|
|
$
|
3,937
|
|
2020
|
|
4,209
|
|
|
2021
|
|
4,280
|
|
|
2022
|
|
3,499
|
|
|
2023
|
|
5,153
|
|
|
2024 through 2028
|
|
27,292
|
|
19.
|
Income Taxes
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income before income tax expense
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
157,459
|
|
|
$
|
140,779
|
|
|
$
|
161,687
|
|
Foreign
|
|
132,826
|
|
|
174,663
|
|
|
181,521
|
|
|||
|
|
$
|
290,285
|
|
|
$
|
315,442
|
|
|
$
|
343,208
|
|
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
|
|
|
|
|
||||||
Current income taxes
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
9,153
|
|
|
$
|
61,188
|
|
|
$
|
34,213
|
|
State
|
|
4,679
|
|
|
3,942
|
|
|
9,020
|
|
|||
Foreign
|
|
27,192
|
|
|
32,428
|
|
|
37,349
|
|
|||
|
|
41,024
|
|
|
97,558
|
|
|
80,582
|
|
|||
Deferred income taxes
|
|
|
|
|
|
|
||||||
Federal
|
|
16,545
|
|
|
15,901
|
|
|
13,876
|
|
|||
State
|
|
2,888
|
|
|
3,633
|
|
|
3,095
|
|
|||
Foreign
|
|
(4,906
|
)
|
|
7,841
|
|
|
2,214
|
|
|||
|
|
14,527
|
|
|
27,375
|
|
|
19,185
|
|
|||
Total income tax expense
|
|
$
|
55,551
|
|
|
$
|
124,933
|
|
|
$
|
99,767
|
|
|
|
% of Income Before Income Tax Expense
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Federal statutory rate
|
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal tax
|
|
2.1
|
|
|
1.6
|
|
|
2.3
|
|
Foreign operations
|
|
(0.9
|
)
|
|
(4.4
|
)
|
|
(5.8
|
)
|
Domestic research tax credit
|
|
(1.5
|
)
|
|
(1.1
|
)
|
|
(1.2
|
)
|
Foreign-derived intangible tax benefit
|
|
(2.4
|
)
|
|
0.0
|
|
|
0.0
|
|
U.S. minimum tax on foreign income
|
|
1.5
|
|
|
0.0
|
|
|
0.0
|
|
Domestic manufacturing tax benefit
|
|
0.0
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
Deemed repatriation of foreign earnings
|
|
0.5
|
|
|
10.1
|
|
|
0.0
|
|
Change in U.S. tax rate
|
|
(2.0
|
)
|
|
0.2
|
|
|
0.0
|
|
Other items and adjustments
|
|
0.8
|
|
|
(1.0
|
)
|
|
(0.4
|
)
|
Effective income tax rate
|
|
19.1
|
%
|
|
39.6
|
%
|
|
29.1
|
%
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Deferred income tax assets
|
|
|
|
|
||||
Future employee benefits
|
|
$
|
4,550
|
|
|
$
|
8,039
|
|
Environmental and future shutdown reserves
|
|
2,854
|
|
|
3,327
|
|
||
Operating loss and credit carryforwards
|
|
16,578
|
|
|
6,312
|
|
||
Trademark expenses
|
|
3,833
|
|
|
3,852
|
|
||
Foreign currency translation adjustments
|
|
4,708
|
|
|
3,993
|
|
||
Other
|
|
3,071
|
|
|
3,248
|
|
||
Gross deferred income tax assets
|
|
35,594
|
|
|
28,771
|
|
||
Valuation allowance
|
|
(13,059
|
)
|
|
(5,768
|
)
|
||
Total deferred income tax assets
|
|
22,535
|
|
|
23,003
|
|
||
Deferred income tax liabilities
|
|
|
|
|
||||
Depreciation and amortization
|
|
51,601
|
|
|
45,128
|
|
||
Inventory
|
|
3,973
|
|
|
3,562
|
|
||
Other
|
|
4,938
|
|
|
5,267
|
|
||
Total deferred income tax liabilities
|
|
60,512
|
|
|
53,957
|
|
||
Net deferred income tax (liabilities) assets
|
|
$
|
(37,977
|
)
|
|
$
|
(30,954
|
)
|
Reconciliation to financial statements
|
|
|
|
|
||||
Deferred income tax assets
|
|
$
|
5,094
|
|
|
$
|
4,349
|
|
Deferred income tax liabilities
|
|
43,071
|
|
|
35,303
|
|
||
Net deferred income tax (liabilities) assets
|
|
$
|
(37,977
|
)
|
|
$
|
(30,954
|
)
|
|
|
December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
|
$
|
9,102
|
|
|
$
|
8,810
|
|
|
$
|
2,322
|
|
Increases for tax positions of prior years
|
|
2,123
|
|
|
865
|
|
|
773
|
|
|||
Increases for tax positions of the current year
|
|
614
|
|
|
453
|
|
|
5,826
|
|
|||
Settlements
|
|
(252
|
)
|
|
(260
|
)
|
|
(111
|
)
|
|||
Lapses of statutes
|
|
(927
|
)
|
|
(766
|
)
|
|
0
|
|
|||
Balance at end of year
|
|
$
|
10,660
|
|
|
$
|
9,102
|
|
|
$
|
8,810
|
|
20.
|
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss
|
(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
|
|
(8,565
|
)
|
|
(31,595
|
)
|
|
(40,160
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss (a)
|
|
2,176
|
|
|
0
|
|
|
2,176
|
|
|||
Other comprehensive income (loss)
|
|
(6,389
|
)
|
|
(31,595
|
)
|
|
(37,984
|
)
|
|||
Balance at December 31, 2016
|
|
(76,187
|
)
|
|
(106,323
|
)
|
|
(182,510
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
|
10,966
|
|
|
23,849
|
|
|
34,815
|
|
|||
Amounts reclassified from accumulated other comprehensive loss (a)
|
|
1,701
|
|
|
0
|
|
|
1,701
|
|
|||
Other comprehensive income (loss)
|
|
12,667
|
|
|
23,849
|
|
|
36,516
|
|
|||
Balance at December 31, 2017
|
|
(63,520
|
)
|
|
(82,474
|
)
|
|
(145,994
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
|
(25,027
|
)
|
|
(12,287
|
)
|
|
(37,314
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss (a)
|
|
1,992
|
|
|
0
|
|
|
1,992
|
|
|||
Other comprehensive income (loss)
|
|
(23,035
|
)
|
|
(12,287
|
)
|
|
(35,322
|
)
|
|||
Balance at December 31, 2018
|
|
$
|
(86,555
|
)
|
|
$
|
(94,761
|
)
|
|
$
|
(181,316
|
)
|
21.
|
Segment and Geographic Area Information
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
Petroleum additives
|
|
|
|
|
|
|
||||||
Lubricant additives
|
|
$
|
1,870,803
|
|
|
$
|
1,790,254
|
|
|
$
|
1,672,523
|
|
Fuel additives
|
|
410,000
|
|
|
397,029
|
|
|
362,122
|
|
|||
Total
|
|
2,280,803
|
|
|
2,187,283
|
|
|
2,034,645
|
|
|||
All other
|
|
8,872
|
|
|
11,121
|
|
|
14,806
|
|
|||
Net sales (a)
|
|
$
|
2,289,675
|
|
|
$
|
2,198,404
|
|
|
$
|
2,049,451
|
|
Segment operating profit
|
|
|
|
|
|
|
||||||
Petroleum additives
|
|
$
|
311,019
|
|
|
$
|
345,017
|
|
|
$
|
375,360
|
|
All other
|
|
(3,256
|
)
|
|
4,135
|
|
|
388
|
|
|||
Segment operating profit
|
|
307,763
|
|
|
349,152
|
|
|
375,748
|
|
|||
Corporate, general, and administrative expenses
|
|
(19,651
|
)
|
|
(26,641
|
)
|
|
(20,026
|
)
|
|||
Interest and financing expenses, net
|
|
(26,723
|
)
|
|
(21,856
|
)
|
|
(16,785
|
)
|
|||
Other income (expense), net
|
|
28,896
|
|
|
14,787
|
|
|
4,271
|
|
|||
Income before income tax expense
|
|
$
|
290,285
|
|
|
$
|
315,442
|
|
|
$
|
343,208
|
|
(a)
|
No single customer accounted for 10% or more of our total net sales in 2018, 2017, or 2016.
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Segment assets
|
|
|
|
|
||||
Petroleum additives
|
|
$
|
1,448,737
|
|
|
$
|
1,461,013
|
|
All other
|
|
12,200
|
|
|
14,089
|
|
||
|
|
1,460,937
|
|
|
1,475,102
|
|
||
Cash and cash equivalents
|
|
73,040
|
|
|
84,166
|
|
||
Other accounts receivable
|
|
1,310
|
|
|
11,026
|
|
||
Deferred income taxes
|
|
5,094
|
|
|
4,349
|
|
||
Prepaid expenses and other current assets
|
|
29,179
|
|
|
31,074
|
|
||
Non-segment property, plant, and equipment, net
|
|
33,134
|
|
|
32,939
|
|
||
Prepaid pension cost
|
|
88,705
|
|
|
66,495
|
|
||
Deferred charges and other assets
|
|
5,875
|
|
|
7,003
|
|
||
Total assets
|
|
$
|
1,697,274
|
|
|
$
|
1,712,154
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Additions to long-lived assets
|
|
|
|
|
|
|
||||||
Petroleum additives
|
|
$
|
72,829
|
|
|
$
|
196,951
|
|
|
$
|
145,768
|
|
All other
|
|
0
|
|
|
0
|
|
|
21
|
|
|||
Corporate
|
|
1,809
|
|
|
6,266
|
|
|
1,895
|
|
|||
Total additions to long-lived assets
|
|
$
|
74,638
|
|
|
$
|
203,217
|
|
|
$
|
147,684
|
|
Depreciation and amortization
|
|
|
|
|
|
|
||||||
Petroleum additives
|
|
$
|
69,029
|
|
|
$
|
52,266
|
|
|
$
|
42,128
|
|
All other
|
|
11
|
|
|
13
|
|
|
15
|
|
|||
Corporate
|
|
2,719
|
|
|
3,061
|
|
|
2,750
|
|
|||
Total depreciation and amortization
|
|
$
|
71,759
|
|
|
$
|
55,340
|
|
|
$
|
44,893
|
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
722,576
|
|
|
$
|
696,138
|
|
|
$
|
701,209
|
|
China
|
|
239,406
|
|
|
224,409
|
|
|
203,031
|
|
|||
Europe, Middle East, Africa, India
|
|
756,258
|
|
|
742,337
|
|
|
653,341
|
|
|||
Asia Pacific, except China
|
|
335,119
|
|
|
293,137
|
|
|
267,585
|
|
|||
Other foreign
|
|
236,316
|
|
|
242,383
|
|
|
224,285
|
|
|||
Net sales
|
|
$
|
2,289,675
|
|
|
$
|
2,198,404
|
|
|
$
|
2,049,451
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Total assets
|
|
|
|
|
||||
United States
|
|
$
|
586,339
|
|
|
$
|
557,488
|
|
Foreign
|
|
1,110,935
|
|
|
1,154,666
|
|
||
Total assets
|
|
$
|
1,697,274
|
|
|
$
|
1,712,154
|
|
Long-lived assets
|
|
|
|
|
||||
United States
|
|
$
|
226,191
|
|
|
$
|
230,049
|
|
Singapore
|
|
280,340
|
|
|
271,516
|
|
||
Other foreign
|
|
137,607
|
|
|
150,716
|
|
||
Total long-lived assets
|
|
$
|
644,138
|
|
|
$
|
652,281
|
|
22.
|
Selected Quarterly Consolidated Financial Data (unaudited)
|
(in thousands, except per-share amounts)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
589,245
|
|
|
$
|
598,952
|
|
|
$
|
563,166
|
|
|
$
|
538,312
|
|
Gross profit
|
|
156,783
|
|
|
145,859
|
|
|
140,883
|
|
|
141,838
|
|
||||
Net income
|
|
60,565
|
|
|
52,885
|
|
|
58,481
|
|
|
62,803
|
|
||||
Earnings per share - basic and diluted
|
|
5.14
|
|
|
4.53
|
|
|
5.12
|
|
|
5.58
|
|
||||
2017
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Net sales
|
|
$
|
542,818
|
|
|
$
|
547,188
|
|
|
$
|
548,416
|
|
|
$
|
559,982
|
|
Gross profit
|
|
168,842
|
|
|
163,471
|
|
|
158,877
|
|
|
145,197
|
|
||||
Net income
|
|
63,937
|
|
|
62,728
|
|
|
59,772
|
|
|
4,072
|
|
||||
Earnings per share - basic and diluted
|
|
5.39
|
|
|
5.29
|
|
|
5.04
|
|
|
0.35
|
|
23.
|
Recent Accounting Pronouncements
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
|
||||
Equity compensation plans approved by shareholders:
|
|
|
|
|
|
|
||||
2014 Incentive Compensation and Stock Plan
|
|
0
|
|
|
$
|
0
|
|
|
964,036
|
|
Equity compensation plans not approved by shareholders (b):
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Total
|
|
0
|
|
|
$
|
0
|
|
|
964,036
|
|
(a)
|
There are no outstanding options, rights, or warrants.
|
(b)
|
We do not have any equity compensation plans that have not been approved by shareholders.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(A)(1)
|
Management’s Report on Internal Control Over Financial Reporting
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Consolidated Statements of Income for each of the three years in the period ended December 31, 2018
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2018
|
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2018 and 2017
|
|
|
|
|
|
Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2018
|
|
|
|
|
|
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2018
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
(A)(2)
|
Financial Statement Schedules—none required
|
|
|
|
|
(A)(3)
|
Exhibits
|
|
|
|
|
|
Share Sale Agreement dated December 16, 2016, by and among Afton Chemical de México, S.A. de C.V., Chevron Oronite Company LLC, the individual Local Sellers listed therein, the Local Sellers’ Representative listed therein and NewMarket Corporation, as Buyer Guarantor (incorporated by reference to Exhibit 2.1 to Form 8-K (File No. 1-32190) filed December 19, 2016
|
|
|
|
|
|
First Amendment to Share Sale Agreement, dated as of June 30, 2017, by and among Afton Chemical de Mexico, S.A. de C.V., Chevron Oronite Company LLC, the individual Local Sellers referred to therein, the Local Sellers' Representative referred to therein, Aditivos Mexicanos, S.A. de C.V., NewMarket Corporation, as Buyer Guarantor, and Afton Chemical Corporation (incorporated by reference to Exhibit 2.1 to Form 8-K (File No. 1-32190) filed July 3, 2017)
|
|
|
|
|
|
Articles of Incorporation Amended and Restated effective April 27, 2012 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1-32190) filed April 30, 2012)
|
|
|
|
|
|
NewMarket Corporation Bylaws Amended and Restated effective August 6, 2015 (incorporated by reference to Exhibit 3.1 to Form 8-K (File No. 1- 32190) filed August 6, 2015)
|
|
|
|
|
|
Indenture, dated as of December 20, 2012, among NewMarket Corporation,
the guarantors listed on the signature pages thereto
and U.S. Bank National Association, as trustee, (incorporated by reference to Exhibit 4.1 to Form 8-K (File No. 1-32190) filed December 21, 2012)
|
|
|
|
|
|
Form of 4.10% Senior Notes due 2022 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.1 to Form 8-K (File No. 1-32190) filed December 21, 2012)
|
|
|
|
|
|
Registration Rights Agreement, dated as of December 20, 2012, among NewMarket Corporation, the guarantors listed on the signature pages thereto and J.P. Morgan Securities LLC and the other several initial purchasers of the Notes (incorporated by reference to Exhibit 4.3 to Form 8-K (File No. 1-32190) filed December 21, 2012)
|
|
|
|
|
|
Note Purchase Agreement dated January 4, 2017, by and among NewMarket Corporation, The Prudential Life Insurance Company of America, The Gibraltar Life Insurance Co., Ltd, The Lincoln National Life Insurance Company and The Prudential Life Insurance Company, Ltd., (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 1-32190) filed January 5, 2017)
|
|
|
|
|
|
First Amendment, dated as of October 10, 2017, to Note Purchase Agreement dated January 4, 2017, by and among NewMarket Corporation, The Prudential Insurance Company of America, The Gibraltar Life Insurance Co., Ltd, The Lincoln National Life Insurance Company and The Prudential Life Insurance Company, Ltd. (incorporated by reference to Exhibit 10.2 to Form 10-Q (file No. 1-32190) filed October 26, 2017)
|
|
|
|
|
|
2014 Incentive Compensation and Stock Plan (incorporated by reference to Exhibit 10.1 to Form 8-K (File No. 1-32190) filed April 24, 2014)*
|
|
|
|
|
*
|
Indicates management contracts, compensatory plans or arrangements of the company required to be filed as an exhibit
|
|
(B)
|
Exhibits—The response to this portion of Item 15 is submitted as a separate section of this Annual Report on Form 10-K.
|
NEWMARKET CORPORATION
|
|
|
|
By:
|
/s/ Thomas E. Gottwald
|
|
(Thomas E. Gottwald, Chairman of the Board, President, and Chief Executive Officer)
|
Date: February 19, 2019
|
SIGNATURE
|
|
TITLE
|
|
|
|
/
S
/ T
HOMAS
E. G
OTTWALD
|
|
Chairman of the Board, President, Chief Executive Officer, and Director (Principal Executive Officer)
|
(Thomas E. Gottwald)
|
|
|
|
|
|
/
S
/ B
RIAN D
.
P
ALIOTTI
|
|
Chief Financial Officer and Vice President (Principal Financial Officer)
|
(Brian D. Paliotti)
|
|
|
|
|
|
/S/
W
ILLIAM
J. S
KROBACZ
|
|
Controller (Principal Accounting Officer)
|
(William J. Skrobacz)
|
|
|
|
|
|
/
S
/ P
HYLLIS
L. C
OTHRAN
|
|
Director
|
(Phyllis L. Cothran)
|
|
|
|
|
|
/
S
/ M
ARK
M. G
AMBILL
|
|
Director
|
(Mark M. Gambill)
|
|
|
|
|
|
/
S
/ B
RUCE
C. G
OTTWALD
|
|
Director
|
(Bruce C. Gottwald)
|
|
|
|
|
|
/
S
/ P
.
D. H
ANLEY
|
|
Director
|
(Patrick D. Hanley)
|
|
|
|
|
|
/s/ H. H
ITER
H
ARRIS
|
|
Director
|
(H. Hiter Harris III)
|
|
|
|
|
|
/
S
/ J. E. R
OGERS
|
|
Director
|
(James E. Rogers)
|
|
|
|
|
|
Name
|
Base Salary
|
||
Thomas E. Gottwald
Chairman of the Board, President, and Chief Executive Officer
|
$
|
1,053,000
|
|
Bruce R. Hazelgrove, III
Executive Vice President and Chief Administrative Officer
|
$
|
477,500
|
|
M. Rudolph West
Vice President, General Counsel, and Secretary
|
$
|
411,200
|
|
Brian D. Paliotti
Chief Financial Officer and Vice President
|
$
|
411,200
|
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
207 Grande, LLC
|
|
Virginia
|
ACC Services SRL
|
|
Argentina
|
Aditivos Mexicanos S.A. de C.V.
|
|
Mexico
|
Afton Chemical Additives Corporation
|
|
Virginia
|
Afton Chemical Asia Pacific LLC
|
|
Virginia
|
Afton Chemical Asia Pte. Ltd.
|
|
Singapore
|
Afton Chemical (Beijing) Co. Ltd.
|
|
China
|
Afton Chemical Canada Corporation
|
|
Canada
|
Afton Chemical Canada Holdings, Inc.
|
|
Virginia
|
Afton Chemical CH Holdings S.à
.r.l
|
|
Luxembourg
|
Afton Chemical Corporation
|
|
Delaware
|
Afton Chemical de Mexico S.A. de C.V.
|
|
Mexico
|
Afton Chemical de Venezuela, C.A.
|
|
Venezuela
|
Afton Chemical EA Holdings S.à
.r.l
|
|
Luxembourg
|
Afton Chemical France succursale D'Afton Chemical SPRL
|
|
France
|
Afton Chemical GmbH
|
|
Germany
|
Afton Chemical India Private Limited
|
|
India
|
Afton Chemical Industria de Aditivos Ltda
|
|
Brazil
|
Afton Chemical Intangibles LLC
|
|
Virginia
|
Afton Chemical International Holdings S.à.r.l.
|
|
Luxembourg
|
Afton Chemical Japan Corporation
|
|
Japan
|
Afton Chemical Korea Co., Ltd.
|
|
Korea
|
Afton Chemical Limited
|
|
United Kingdom
|
Afton Chemical Mexico Holdings LLC
|
|
Virginia
|
Afton Chemical MX, S.A.P.I. de C.V.
|
|
Mexico
|
Afton Chemical SPRL
|
|
Belgium
|
Afton Chemical (Suzhou) Co. Ltd.
|
|
China
|
Afton Chemical Switzerland GmbH
|
|
Switzerland
|
Afton Chemical UK Holdings Limited
|
|
United Kingdom
|
Afton Chemical UK LLP
|
|
United Kingdom
|
Afton Cooper Limited
|
|
United Kingdom
|
Ethyl Canada Holdings, Inc.
|
|
Virginia
|
Ethyl Canada Inc.
|
|
Canada
|
Ethyl Corporation
|
|
Virginia
|
Foundry Park I, LLC
|
|
Virginia
|
Foundry Park II, LLC
|
|
Virginia
|
Gamble’s Hill, LLC
|
|
Virginia
|
Gamble’s Hill Lab, LLC
|
|
Virginia
|
Gamble’s Hill Landing, LLC
|
|
Virginia
|
Gamble’s Hill Third Street, LLC
|
|
Virginia
|
Gamble’s Hill Tredegar, LLC
|
|
Virginia
|
Lewistown Road, LLC
|
|
Virginia
|
NewMarket Development Corporation
|
|
Virginia
|
NewMarket Investment Company
|
|
Virginia
|
NewMarket Services Corporation
|
|
Virginia
|
Old Town LLC
|
|
Virginia
|
Servicios Afton de Mexico, S.A. de C.V.
|
|
Mexico
|
The Edwin Cooper Corporation
|
|
Virginia
|
1.
|
I have reviewed this
Annual
Report on Form
10-K
for the
year
ended
December 31, 2018
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: February 19, 2019
|
|
|
|
By:
|
/s/ Thomas E. Gottwald
|
|
Thomas E. Gottwald
|
|
|
Chairman of the Board, President, and Chief Executive Officer
|
1.
|
I have reviewed this
Annual
Report on Form
10-K
for the
year
ended
December 31, 2018
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: February 19, 2019
|
|
|
|
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
|
|
February 19, 2019
|
By:
|
/s/ Brian D. Paliotti
|
Brian D. Paliotti
|
|
Vice President and Chief Financial Officer
|
|
February 19, 2019
|