x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
47-4027764
|
(State of other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
5255 Virginia Avenue
|
||
North Charleston, South Carolina 29406
|
||
(Address of principal executive offices) (Zip code)
|
Large Accelerated Filer
o
|
|
Accelerated Filer
o
|
|
|
|
Non-Accelerated Filer
x
|
|
Smaller reporting company
o
|
|
Page No.
|
|||
|
||||
|
||||
|
||||
|
||||
|
||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions, except per share data
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
248.7
|
|
|
$
|
262.2
|
|
|
$
|
452.6
|
|
|
$
|
501.4
|
|
Cost of sales
|
172.6
|
|
|
177.1
|
|
|
316.5
|
|
|
347.2
|
|
||||
Gross profit
|
76.1
|
|
|
85.1
|
|
|
136.1
|
|
|
154.2
|
|
||||
Selling, general and administrative expenses
|
28.9
|
|
|
32.1
|
|
|
56.5
|
|
|
60.3
|
|
||||
Separation costs
|
4.7
|
|
|
4.8
|
|
|
11.1
|
|
|
6.3
|
|
||||
Interest expense, net
|
5.0
|
|
|
4.4
|
|
|
10.4
|
|
|
8.5
|
|
||||
Other (income) expense, net
|
(0.9
|
)
|
|
0.2
|
|
|
(0.1
|
)
|
|
(0.9
|
)
|
||||
Income before income taxes
|
38.4
|
|
|
43.6
|
|
|
58.2
|
|
|
80.0
|
|
||||
Provision for income taxes
|
12.6
|
|
|
16.5
|
|
|
22.6
|
|
|
28.7
|
|
||||
Net income (loss)
|
25.8
|
|
|
27.1
|
|
|
35.6
|
|
|
51.3
|
|
||||
Less: Net income (loss) attributable to noncontrolling interests, net of taxes
|
2.1
|
|
|
1.2
|
|
|
3.7
|
|
|
2.4
|
|
||||
Net income (loss) attributable to Ingevity Corporation
|
$
|
23.7
|
|
|
$
|
25.9
|
|
|
$
|
31.9
|
|
|
$
|
48.9
|
|
|
|
|
|
|
|
|
|
||||||||
Per share data
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per share attributable to Ingevity Corporation
(1)
|
$
|
0.56
|
|
|
$
|
0.62
|
|
|
$
|
0.76
|
|
|
$
|
1.16
|
|
(1)
|
On May 15, 2016, WestRock distributed
42,102 thousand
shares of Ingevity's common stock to holders of its common stock. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2015 is calculated using the number of common shares distributed on May 15, 2016. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2016 is calculated using the weighted average number of common shares outstanding for the period beginning after the distribution date.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
$
|
25.8
|
|
|
$
|
27.1
|
|
|
$
|
35.6
|
|
|
$
|
51.3
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
(1)
|
4.1
|
|
|
(0.4
|
)
|
|
3.0
|
|
|
(5.9
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss), net
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.8
|
|
||||
Reclassifications of deferred derivative instruments (gain) loss, included in net income
(2)
|
0.6
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
||||
Net derivative instruments
|
0.6
|
|
|
0.3
|
|
|
1.0
|
|
|
0.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax
|
4.7
|
|
|
(0.1
|
)
|
|
4.0
|
|
|
(5.1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss)
|
30.5
|
|
|
27.0
|
|
|
39.6
|
|
|
46.2
|
|
||||
Less: Comprehensive income (loss) attributable to
noncontrolling interests, net of taxes
|
2.1
|
|
|
1.2
|
|
|
3.7
|
|
|
2.4
|
|
||||
Comprehensive income (loss) attributable to the Company
|
$
|
28.4
|
|
|
$
|
25.8
|
|
|
$
|
35.9
|
|
|
$
|
43.8
|
|
(2)
|
Amounts reflected in "Cost of sales" on the Consolidated and Combined Statements of Operations.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
In millions
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
55.7
|
|
|
$
|
32.0
|
|
Accounts receivable, net
|
116.7
|
|
|
96.2
|
|
||
Inventories, net
|
156.8
|
|
|
151.0
|
|
||
Prepaid and other current assets
|
23.5
|
|
|
20.2
|
|
||
Current assets
|
352.7
|
|
|
299.4
|
|
||
Property, plant and equipment, net
|
442.8
|
|
|
437.5
|
|
||
Goodwill
|
12.5
|
|
|
11.9
|
|
||
Other intangibles, net
|
8.7
|
|
|
10.0
|
|
||
Deferred income taxes
|
3.9
|
|
|
—
|
|
||
Restricted investment
|
69.1
|
|
|
—
|
|
||
Other assets
|
17.9
|
|
|
23.0
|
|
||
Total assets
|
$
|
907.6
|
|
|
$
|
781.8
|
|
Liabilities and Equity
|
|
|
|
||||
Accounts payable
|
$
|
88.8
|
|
|
$
|
64.8
|
|
Accrued expenses
|
15.5
|
|
|
12.2
|
|
||
Accrued payroll and employee benefits
|
14.6
|
|
|
10.0
|
|
||
Notes payable
|
—
|
|
|
9.4
|
|
||
Income taxes payable
|
7.3
|
|
|
0.8
|
|
||
Current liabilities
|
126.2
|
|
|
97.2
|
|
||
Long term debt including capital lease obligations
|
566.6
|
|
|
80.1
|
|
||
Deferred income taxes
|
69.0
|
|
|
75.7
|
|
||
Other liabilities
|
9.2
|
|
|
7.1
|
|
||
Total liabilities
|
771.0
|
|
|
260.1
|
|
||
Commitments and contingencies
(Note 16)
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Net parent investment
|
—
|
|
|
533.5
|
|
||
Retained earnings
|
13.9
|
|
|
—
|
|
||
Additional paid in capital
|
128.1
|
|
|
—
|
|
||
Common stock
|
0.4
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(12.5
|
)
|
|
(16.5
|
)
|
||
Total Ingevity stockholders' equity
|
129.9
|
|
|
517.0
|
|
||
Noncontrolling interests
|
6.7
|
|
|
4.7
|
|
||
Total equity
|
136.6
|
|
|
521.7
|
|
||
Total liabilities and equity
|
$
|
907.6
|
|
|
$
|
781.8
|
|
|
Six Months Ended June 30,
|
||||||
In millions
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
35.6
|
|
|
$
|
51.3
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
18.3
|
|
|
16.9
|
|
||
Deferred income taxes
|
(10.6
|
)
|
|
(0.9
|
)
|
||
Impairment/loss on sale of assets
|
—
|
|
|
(0.4
|
)
|
||
Restructuring charges
|
5.6
|
|
|
—
|
|
||
Share-based compensation
|
0.8
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(18.3
|
)
|
|
(20.4
|
)
|
||
Inventories, net
|
(4.0
|
)
|
|
(15.5
|
)
|
||
Prepaid and other current assets
|
(4.1
|
)
|
|
(1.3
|
)
|
||
Accounts payable
|
9.1
|
|
|
(20.4
|
)
|
||
Accrued expenses
|
(1.9
|
)
|
|
10.5
|
|
||
Income taxes payable
|
6.5
|
|
|
—
|
|
||
Accrued payroll and employee benefit costs
|
4.0
|
|
|
(11.5
|
)
|
||
Restructuring and other spending
|
(3.6
|
)
|
|
—
|
|
||
Changes in other operating assets and liabilities, net
|
(0.7
|
)
|
|
0.2
|
|
||
Net cash provided (used) by operating activities
|
36.7
|
|
|
8.5
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(22.2
|
)
|
|
(37.1
|
)
|
||
Payments for acquired businesses, net of cash acquired
|
—
|
|
|
0.6
|
|
||
Restricted investment
|
(69.1
|
)
|
|
—
|
|
||
Net cash provided (used) by investing activities
|
(91.3
|
)
|
|
(36.5
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net borrowings under our revolving credit facility
|
190.0
|
|
|
—
|
|
||
Proceeds from long-term borrowings
|
300.0
|
|
|
—
|
|
||
Debt issuance costs
|
(3.5
|
)
|
|
—
|
|
||
Borrowings (repayments) of notes payable and other short-term borrowings, net
|
(9.4
|
)
|
|
12.2
|
|
||
Noncontrolling interest distributions
|
(1.7
|
)
|
|
(1.8
|
)
|
||
Cash distributed to WestRock at Separation
|
(448.5
|
)
|
|
—
|
|
||
Transactions with WestRock, net
|
51.4
|
|
|
12.7
|
|
||
Net cash provided (used) by financing activities
|
78.3
|
|
|
23.1
|
|
||
Increase (decrease) in cash and cash equivalents
|
23.7
|
|
|
(4.9
|
)
|
||
Effect of exchange rate changes on cash
|
—
|
|
|
0.3
|
|
||
Cash and cash equivalents
|
|
|
|
||||
Change in cash and cash equivalents
|
23.7
|
|
|
(4.6
|
)
|
||
At beginning of period
|
32.0
|
|
|
19.9
|
|
||
At end of period
|
$
|
55.7
|
|
|
$
|
15.3
|
|
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
4.7
|
|
|
$
|
3.3
|
|
Purchases of property, plant and equipment in accounts payable
|
$
|
1.7
|
|
|
$
|
7.9
|
|
In millions
|
Six months ended June 30, 2016
|
||
Increase to Cost of sales
|
$
|
3.3
|
|
Reduction of Gross profit
|
(3.3
|
)
|
|
Reduction of Net income
|
(2.1
|
)
|
In millions
|
Level 1
(1)
|
|
Level 2
(2)
|
|
Level 3
(3)
|
|
Total
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
5.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation arrangement
(4)
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
10.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.0
|
|
(1)
|
Quoted prices in active markets for identical assets.
|
(2)
|
Quoted prices for similar assets and liabilities in active markets.
|
(3)
|
Significant unobservable inputs.
|
(4)
|
Included within "Other liabilities" on the Consolidated and Combined Balance Sheet.
|
In millions
|
June 30, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
$
|
45.4
|
|
|
$
|
41.0
|
|
Production materials, stores and supplies
|
11.7
|
|
|
11.3
|
|
||
Finished and in-process goods
|
121.8
|
|
|
118.6
|
|
||
Inventories valued at current costs
|
178.9
|
|
|
170.9
|
|
||
Less: excess of cost over LIFO cost
|
(22.1
|
)
|
|
(19.9
|
)
|
||
Inventories, net
|
$
|
156.8
|
|
|
$
|
151.0
|
|
In millions
|
June 30, 2016
|
|
December 31, 2015
|
||||
Machinery and equipment
|
$
|
755.6
|
|
|
$
|
658.0
|
|
Buildings and leasehold equipment
|
86.8
|
|
|
64.4
|
|
||
Land and land improvements
|
18.0
|
|
|
17.6
|
|
||
Construction in progress
(1)
|
43.6
|
|
|
142.5
|
|
||
Total cost
|
904.0
|
|
|
882.5
|
|
||
Less: accumulated depreciation
|
(461.2
|
)
|
|
(445.0
|
)
|
||
Property, plant and equipment, net
|
$
|
442.8
|
|
|
$
|
437.5
|
|
|
Operating Segments
|
|
|
||||||||
In millions
|
Performance Chemicals
|
|
Performance Materials
|
|
Total
|
||||||
December 31, 2015
|
$
|
7.6
|
|
|
$
|
4.3
|
|
|
$
|
11.9
|
|
Foreign currency translation
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||
June 30, 2016
|
$
|
8.2
|
|
|
$
|
4.3
|
|
|
$
|
12.5
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
In millions
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net
|
||||||||||||
Brands
(1)
|
$
|
13.9
|
|
|
$
|
11.0
|
|
|
$
|
2.9
|
|
|
$
|
13.7
|
|
|
$
|
10.6
|
|
|
$
|
3.1
|
|
Customer contracts and relationships
|
28.2
|
|
|
22.5
|
|
|
5.7
|
|
|
28.2
|
|
|
21.4
|
|
|
6.8
|
|
||||||
Other
|
0.6
|
|
|
0.5
|
|
|
0.1
|
|
|
0.6
|
|
|
0.5
|
|
|
0.1
|
|
||||||
Other intangibles, net
|
$
|
42.7
|
|
|
$
|
34.0
|
|
|
$
|
8.7
|
|
|
$
|
42.5
|
|
|
$
|
32.5
|
|
|
$
|
10.0
|
|
|
June 30, 2016
|
|
|
|
|
||||||
In millions
|
Interest Rate
|
|
Maturity Date
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Revolving Credit Facility
(1)
|
2.20%
|
|
2021
|
|
$
|
190.0
|
|
|
$
|
—
|
|
Term Loan Facility
|
2.20%
|
|
2021
|
|
300.0
|
|
|
—
|
|
||
Capital lease obligations
|
7.67%
|
|
2027
|
|
$
|
80.0
|
|
|
$
|
80.1
|
|
Total debt including capital lease obligations
|
|
|
|
|
$
|
570.0
|
|
|
$
|
80.1
|
|
Less: debt issuance costs
|
|
|
|
|
(3.4
|
)
|
|
—
|
|
||
Total debt including capital lease obligations, net of debt issuance costs
|
|
|
|
|
$
|
566.6
|
|
|
$
|
80.1
|
|
Less: debt maturing within one year
|
|
|
|
|
—
|
|
|
—
|
|
||
Total long term debt including capital lease obligations, less current portion
|
|
|
|
|
$
|
566.6
|
|
|
$
|
80.1
|
|
(1)
|
Letters of credit outstanding under the revolving credit facility were
$3.4 million
and available funds under the facility was
$206.6 million
at June 30, 2016.
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
In millions, except per share data
|
Shares
|
|
Amount
|
|
Net Parent
Investment
|
|
Additional Paid In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
Retained Earnings
|
|
Total
|
|||||||||||||||
Balance at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
$
|
533.5
|
|
|
$
|
—
|
|
|
$
|
(16.5
|
)
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
$
|
521.7
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
18.0
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
13.9
|
|
|
35.6
|
|
|||||||
Issuance of common stock at separation
|
42.1
|
|
|
0.4
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Cash distributed to WestRock at Separation
|
—
|
|
|
—
|
|
|
(448.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(448.5
|
)
|
|||||||
Net transfers to parent
|
—
|
|
|
—
|
|
|
24.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.7
|
|
|||||||
Reclassifications from net parent investment to additional paid in capital
|
—
|
|
|
—
|
|
|
(127.7
|
)
|
|
127.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Noncontrolling interest distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||||
Balance at June 30, 2016
|
42.1
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
128.1
|
|
|
$
|
(12.5
|
)
|
|
$
|
6.7
|
|
|
$
|
13.9
|
|
|
$
|
136.6
|
|
Assumptions used to calculate expense for stock options
|
|
For the period from Separation through June 30, 2016
|
||
Risk-free interest rate
|
|
1.6
|
%
|
|
Average life of options (years)
|
|
6.5
|
|
|
Volatility
|
|
35.0
|
%
|
|
Dividend yield
|
|
—
|
|
|
Fair value per stock option
|
|
$
|
10.43
|
|
Assumptions used to calculate expense for stock options
|
|
Number of shares (in thousands)
|
|
Weighted average exercise price (per share)
|
|
Weighted average remaining contractual term (years)
|
|
Aggregate intrinsic value (in thousands)
|
||||||
Outstanding, May 15, 2016
|
|
—
|
|
|
N/A
|
|
|
|
|
|||||
Granted
|
|
208
|
|
|
$
|
27.53
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
N/A
|
|
|
|
|
|||||
Forfeited
|
|
—
|
|
|
N/A
|
|
|
|
|
|||||
Canceled
|
|
—
|
|
|
N/A
|
|
|
|
|
|||||
Outstanding, June 30, 2016
|
|
208
|
|
|
$
|
27.53
|
|
|
9.9
|
|
|
$
|
1,355
|
|
Exercisable, June 30, 2016
|
|
—
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
Number of shares (in thousands)
|
|
Weighted average grant date fair value (per share)
|
|||
Nonvested, May 15, 2016
|
|
—
|
|
|
N/A
|
||
Granted
|
|
314
|
|
|
$
|
27.77
|
|
Vested
|
|
—
|
|
|
N/A
|
||
Forfeited
|
|
—
|
|
|
N/A
|
||
Nonvested, June 30, 2016
|
|
314
|
|
|
$
|
27.77
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of sales
|
$
|
1.4
|
|
|
$
|
2.8
|
|
|
$
|
5.7
|
|
|
$
|
5.6
|
|
Selling, general and administrative expenses
|
2.2
|
|
|
6.7
|
|
|
6.5
|
|
|
11.2
|
|
||||
Interest expense, net
|
3.4
|
|
|
2.5
|
|
|
7.2
|
|
|
5.0
|
|
||||
Total allocated cost
(1)
|
$
|
7.0
|
|
|
$
|
12.0
|
|
|
$
|
19.4
|
|
|
$
|
21.8
|
|
(1)
|
Allocated costs represent costs necessary to support the Company's operations which include governance and corporate functions such as information technology, accounting, human resources, accounts payable and other direct services including the interest on WestRock debt incurred to provide such services.
|
(1)
|
The discount rate used to calculate pension and other post-retirement obligations was based on a review of available yields on high-quality corporate bonds as of the date of Separation. In selecting a discount rate, we placed particular emphasis on a discount rate yield-curve provided by our third-party actuary which takes into consideration the projected cash flows that represent the expected timing and amount of our plans' benefit payments.
|
(2)
|
Included in "Other Assets" on the Consolidated and Combined Balance Sheet. The projected benefit obligation assumed and assets acquired were calculated as of the date of spin and finalized subsequent to June 30, 2016. The fair value of plan assets recorded on our June 30, 2016 Consolidated Balance Sheet represent a receivable in the amount of the actual assets received on July 22, 2016.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Separation costs
|
$
|
4.7
|
|
|
$
|
4.8
|
|
|
$
|
11.1
|
|
|
$
|
6.3
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Foreign currency exchange (income) loss
|
$
|
(1.1
|
)
|
|
$
|
0.6
|
|
|
$
|
(4.8
|
)
|
|
$
|
1.5
|
|
Royalty and sundry (income) loss
(1)
|
(0.8
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
(1.7
|
)
|
||||
Restructuring and other (income) charges, net
(2)
|
1.0
|
|
|
(0.4
|
)
|
|
5.6
|
|
|
(0.7
|
)
|
||||
Other (income) expense, net
|
$
|
(0.9
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.9
|
)
|
(1)
|
Primarily represents royalty income for technology licensing.
|
(2)
|
See below for more information regarding the Company's restructuring and other (income) charges, net.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Restructuring and other (income) charges, net
|
|
|
|
|
|
|
|
||||||||
Gain on sale of assets and businesses
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
Severance and other employee-related costs
(1)
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
||||
Asset write-downs
(2)
|
0.3
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
Other (income) charges, net
(3)
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||
Total restructuring and other (income) charges, net
|
$
|
1.0
|
|
|
$
|
(0.4
|
)
|
|
$
|
5.6
|
|
|
$
|
(0.7
|
)
|
(1)
|
Represents severance and employee benefit charges. Income represents adjustments to previously recorded severance and employee benefits.
|
(2)
|
Primarily represents accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns are also included within the asset write-downs.
|
(3)
|
Primarily represents costs associated with rental payments, contract terminations, and other miscellaneous exit costs. Other Income primarily represents favorable developments on previously recorded exit costs as recoveries associated with restructuring activities.
|
|
Balance at
|
|
Change in
|
|
Cash
|
|
|
|
Balance at
|
|||||||
In millions
|
12/31/2015
(1)
|
|
Reserve
(2)
|
|
Payments
|
|
Other
(3)
|
|
6/30/2016
(1)
|
|||||||
Restructuring Reserves
|
$
|
—
|
|
|
5.2
|
|
|
(3.6
|
)
|
|
(0.1
|
)
|
|
$
|
1.5
|
|
(1)
|
Included in "Accrued Expenses" on the Consolidated and Combined Balance Sheet.
|
(2)
|
Includes severance and other employee-related costs, exited leases, contract terminations and other miscellaneous exit costs. Any asset write-downs including accelerated depreciation and impairment charges are not included in the above table.
|
(3)
|
Primarily foreign currency translation adjustments.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Effective tax rate
|
32.8
|
%
|
|
37.8
|
%
|
|
38.8
|
%
|
|
35.9
|
%
|
|
Three Months Ended June 30,
|
||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||
in millions, except percentages
|
Before Tax
|
Tax
|
Effective Tax Rate % Impact
|
|
Before Tax
|
Tax
|
Effective Tax Rate % Impact
|
||||||||||
Combined operations
|
$
|
38.4
|
|
$
|
12.6
|
|
32.8
|
%
|
|
$
|
43.6
|
|
$
|
16.5
|
|
37.8
|
%
|
|
|
|
|
|
|
|
|
||||||||||
Discrete items:
|
|
|
|
|
|
|
|
||||||||||
Separation costs
(1)
|
4.7
|
|
1.3
|
|
|
|
4.8
|
|
1.1
|
|
|
||||||
Restructuring & other (income) charges
|
1.0
|
|
0.2
|
|
|
|
(0.4
|
)
|
(0.2
|
)
|
|
||||||
Results of legal entities with full valuation allowances
(2)
|
(0.9
|
)
|
—
|
|
|
|
2.5
|
|
—
|
|
|
||||||
Other tax only discrete items
|
—
|
|
(0.1
|
)
|
|
|
—
|
|
—
|
|
|
||||||
Total discrete items
|
4.8
|
|
1.4
|
|
|
|
6.9
|
|
0.9
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Combined operations, before discrete items
|
$
|
43.2
|
|
$
|
14.0
|
|
|
|
$
|
50.5
|
|
$
|
17.4
|
|
|
||
Quarterly effect of changes in the EAETR
|
|
|
32.4
|
%
|
|
|
|
34.5
|
%
|
(1)
|
Separation costs are primarily taxed at domestic tax rates resulting in a material tax benefit, see Note 13 for more information on the costs incurred.
|
(2)
|
In accordance with GAAP, legal entities within the combined results of Ingevity with full valuation allowances are treated discretely for income tax purposes.
|
|
Six Months Ended June 30,
|
||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||
in millions, except percentages
|
Before Tax
|
Tax
|
Effective Tax Rate % Impact
|
|
Before Tax
|
Tax
|
Effective Tax Rate % Impact
|
||||||||||
Combined operations
|
$
|
58.2
|
|
$
|
22.6
|
|
38.8
|
%
|
|
$
|
80.0
|
|
$
|
28.7
|
|
35.9
|
%
|
|
|
|
|
|
|
|
|
||||||||||
Discrete items:
|
|
|
|
|
|
|
|
||||||||||
Separation costs
(1)
|
11.1
|
|
2.3
|
|
|
|
6.3
|
|
1.4
|
|
|
||||||
Restructuring & other (income) charges
|
5.6
|
|
1.1
|
|
|
|
(0.7
|
)
|
(0.3
|
)
|
|
||||||
Results of legal entities with full valuation allowances
(2)
|
2.8
|
|
—
|
|
|
|
4.2
|
|
—
|
|
|
||||||
Other tax only discrete items
|
—
|
|
(0.2
|
)
|
|
|
—
|
|
0.3
|
|
|
||||||
Total discrete items
|
19.5
|
|
3.2
|
|
|
|
9.8
|
|
1.4
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Combined operations, before discrete items
|
$
|
77.7
|
|
$
|
25.8
|
|
|
|
$
|
89.8
|
|
$
|
30.1
|
|
|
||
EAETR
(3)
|
|
|
33.2
|
%
|
|
|
|
33.5
|
%
|
(1)
|
Separation costs are primarily taxed at domestic tax rates resulting in a material tax benefit, see Note 13 for more information on the costs incurred.
|
(2)
|
In accordance with GAAP, legal entities within the combined results of Ingevity with full valuation allowances are treated discretely for income tax purposes.
|
(3)
|
The decrease in the EAETR for the six months ended June 30, 2016 as compared to June 30, 2015 is primarily due to income mix between domestic and foreign subsidiaries.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Performance Chemicals
|
$
|
174.2
|
|
|
$
|
198.4
|
|
|
$
|
307.3
|
|
|
$
|
373.4
|
|
Performance Materials
|
74.5
|
|
|
63.8
|
|
|
145.3
|
|
|
128.0
|
|
||||
Total net sales
(1)
|
$
|
248.7
|
|
|
$
|
262.2
|
|
|
$
|
452.6
|
|
|
$
|
501.4
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating profit
(2)
|
|
|
|
|
|
|
|
||||||||
Performance Chemicals
|
22.8
|
|
|
30.8
|
|
|
31.4
|
|
|
49.9
|
|
||||
Performance Materials
|
26.3
|
|
|
21.6
|
|
|
53.9
|
|
|
44.2
|
|
||||
Total segment operating profit
(1)
|
49.1
|
|
|
52.4
|
|
|
85.3
|
|
|
94.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Separation costs
(3)
|
(4.7
|
)
|
|
(4.8
|
)
|
|
(11.1
|
)
|
|
(6.3
|
)
|
||||
Restructuring and other income (charges)
(4)
|
(1.0
|
)
|
|
0.4
|
|
|
(5.6
|
)
|
|
0.7
|
|
||||
Interest expense, net
|
(5.0
|
)
|
|
(4.4
|
)
|
|
(10.4
|
)
|
|
(8.5
|
)
|
||||
Provision for income taxes
|
(12.6
|
)
|
|
(16.5
|
)
|
|
(22.6
|
)
|
|
(28.7
|
)
|
||||
Net income (loss) attributable to noncontrolling interests
|
(2.1
|
)
|
|
(1.2
|
)
|
|
(3.7
|
)
|
|
(2.4
|
)
|
||||
Net income (loss) attributable to Ingevity Corporation
|
$
|
23.7
|
|
|
$
|
25.9
|
|
|
$
|
31.9
|
|
|
$
|
48.9
|
|
(1)
|
Relates to external customers only, all intersegment sales and related profit have been eliminated in consolidation.
|
(2)
|
Segment operating profit is defined as segment revenue less segment operating expenses (segment operating expenses consist of costs of sales, selling, general and administrative expenses and other (income) expense, net). We have excluded the following items from segment operating profit: interest expense associated with corporate debt facilities, income taxes, gains (or losses) on divestitures of businesses, restructuring and other (income) charges and separation costs, and net income (loss) attributable to noncontrolling interests.
|
(3)
|
See Note 13 for more information on separation costs.
|
(4)
|
For the three and six months ended June 30, 2016, the charges related to Performance Chemicals:
$1.0 million
and
$4.8 million
, respectively and Performance Materials:
zero
and
$0.8 million
, respectively. For the three and six months ended June 30, 2015 the income related to Performance Materials:
$0.4 million
and
$0.7 million
, respectively.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions (except share and per share data)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss) attributable to Ingevity Corporation
|
$
|
23.7
|
|
|
$
|
25.9
|
|
|
$
|
31.9
|
|
|
$
|
48.9
|
|
|
|
|
|
|
|
|
|
||||||||
Per share data
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share
(1)
|
$
|
0.56
|
|
|
$
|
0.62
|
|
|
$
|
0.76
|
|
|
$
|
1.16
|
|
Weighted average number of shares outstanding - Basic
(2)
|
42,102
|
|
|
42,102
|
|
|
42,102
|
|
|
42,102
|
|
||||
Diluted earnings (loss) per share
(1)
|
$
|
0.56
|
|
|
$
|
0.62
|
|
|
$
|
0.76
|
|
|
$
|
1.16
|
|
Weighted average number of shares outstanding - Diluted
(2)
|
42,126
|
|
|
42,102
|
|
|
42,126
|
|
|
42,102
|
|
(1)
|
Diluted earnings (loss) per share is calculated using net income (loss) available to common shareholders divided by diluted weighted-average shares of common shares outstanding during each period, which includes the dilutive effect of outstanding equity awards. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2016 is calculated using the weighted average number of common shares outstanding for the period beginning after the Distribution Date. Basic and diluted earnings (loss) per share for the three and six months ended June 30, 2015 is calculated using the number of common shares distributed on May 15, 2016.
|
(2)
|
Shares are presented in thousands.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
In thousands
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Average number of potential common shares - antidilutive
|
157
|
|
|
—
|
|
|
157
|
|
|
—
|
|
•
|
we may be adversely affected by general economic and financial conditions beyond our control;
|
•
|
we are exposed to risks related to our international sales and operations;
|
•
|
our reported results could be adversely affected by currency exchange rates and currency devaluation could impair our competitiveness;
|
•
|
our operations outside the United States require us to comply with a number of U.S. and foreign regulations, violations of which could have a material adverse effect on our financial condition and results of operations;
|
•
|
we are dependent upon attracting and retaining key personnel;
|
•
|
adverse conditions in the automotive market may adversely affect demand for our automotive carbon products;
|
•
|
if increasingly more stringent air quality standards worldwide are not adopted, our growth could be impacted;
|
•
|
the Company’s printing inks business serves customers in a market that is facing declining volumes;
|
•
|
our Performance Chemicals segment is highly dependent on crude tall oil ("CTO") which is limited in supply;
|
•
|
lack of access to sufficient CTO would impact our ability to produce CTO-based products;
|
•
|
a prolonged period of low energy prices may materially impact our results of operations;
|
•
|
we are dependent upon third parties for the provision of certain critical operating services at several of our facilities;
|
•
|
the occurrence of a natural disaster, such as a hurricane, winter or tropical storm, earthquake, tornado, flood, fire or other matters such as labor difficulties, equipment failure or unscheduled maintenance and repair, which could result in operational disruptions of varied duration;
|
•
|
our ability to protect our intellectual property and other proprietary information;
|
•
|
government policies and regulations, including, but not limited, to those affecting the environment, climate change, tax policies and the chemicals industry; and
|
•
|
losses due to lawsuits arising out of environmental damage or personal injuries associated with chemical or other manufacturing processes.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
$
|
248.7
|
|
|
$
|
262.2
|
|
|
$
|
452.6
|
|
|
$
|
501.4
|
|
Cost of sales
|
172.6
|
|
|
177.1
|
|
|
316.5
|
|
|
347.2
|
|
||||
Gross profit
|
76.1
|
|
|
85.1
|
|
|
136.1
|
|
|
154.2
|
|
||||
Selling, general and administrative expenses
|
28.9
|
|
|
32.1
|
|
|
56.5
|
|
|
60.3
|
|
||||
Separation costs
|
4.7
|
|
|
4.8
|
|
|
11.1
|
|
|
6.3
|
|
||||
Interest expense, net
|
5.0
|
|
|
4.4
|
|
|
10.4
|
|
|
8.5
|
|
||||
Other (income) expense, net
|
(0.9
|
)
|
|
0.2
|
|
|
(0.1
|
)
|
|
(0.9
|
)
|
||||
Income before income taxes
|
38.4
|
|
|
43.6
|
|
|
58.2
|
|
|
80.0
|
|
||||
Provision for income taxes
|
12.6
|
|
|
16.5
|
|
|
22.6
|
|
|
28.7
|
|
||||
Net income (loss)
|
25.8
|
|
|
27.1
|
|
|
35.6
|
|
|
51.3
|
|
||||
Less: Net income (loss) attributable to noncontrolling interests, net of taxes
|
2.1
|
|
|
1.2
|
|
|
3.7
|
|
|
2.4
|
|
||||
Net income (loss) attributable to Ingevity Corporation
|
$
|
23.7
|
|
|
$
|
25.9
|
|
|
$
|
31.9
|
|
|
$
|
48.9
|
|
In millions
|
2016
|
|
Percentage
change vs. prior year |
|
Currency
effect |
|
Price/Mix
|
|
Volume
|
||
Net sales - three months ended June 30
|
$
|
248.7
|
|
|
(5)%
|
|
—%
|
|
(1)%
|
|
(4)%
|
Net sales - six months ended June 30
|
$
|
452.6
|
|
|
(10)%
|
|
—%
|
|
(1)%
|
|
(9)%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Foreign currency exchange (income) loss
|
$
|
(1.1
|
)
|
|
$
|
0.6
|
|
|
$
|
(4.8
|
)
|
|
$
|
1.5
|
|
Royalty and sundry (income) loss
(1)
|
(0.8
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
(1.7
|
)
|
||||
Restructuring and other (income) charges, net
(2)
|
1.0
|
|
|
(0.4
|
)
|
|
5.6
|
|
|
(0.7
|
)
|
||||
Other (income) expense, net
|
$
|
(0.9
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.9
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Restructuring and other (income) charges, net
|
|
|
|
|
|
|
|
||||||||
Gain on sale of assets and businesses
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
Severance and other employee-related costs
(1)
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
||||
Asset write-downs
(2)
|
0.3
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
Other (income) charges, net
(3)
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||
Total restructuring and other (income) charges, net
|
$
|
1.0
|
|
|
$
|
(0.4
|
)
|
|
$
|
5.6
|
|
|
$
|
(0.7
|
)
|
(1)
|
Represents severance and employee benefit charges. Income represents adjustments to previously recorded severance and employee benefits.
|
(2)
|
Primarily represents accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns are also included within the asset write-downs.
|
(3)
|
Primarily represents costs associated with rental payments, contract terminations, and other miscellaneous exit costs. Other Income primarily represents favorable developments on previously recorded exit costs as recoveries associated with restructuring activities.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Pavement Technologies product line
|
$
|
56.5
|
|
|
$
|
53.6
|
|
|
$
|
75.1
|
|
|
$
|
69.3
|
|
Oilfield Technologies product line
|
14.8
|
|
|
20.3
|
|
|
28.4
|
|
|
43.5
|
|
||||
Industrial Specialties product line
|
102.9
|
|
|
124.5
|
|
|
203.8
|
|
|
260.6
|
|
||||
Total Performance Chemicals - Net sales
|
$
|
174.2
|
|
|
$
|
198.4
|
|
|
$
|
307.3
|
|
|
$
|
373.4
|
|
|
|
|
|
|
|
|
|
||||||||
Segment operating profit
|
$
|
22.8
|
|
|
$
|
30.8
|
|
|
$
|
31.4
|
|
|
$
|
49.9
|
|
Performance Chemicals
(In millions)
|
2016
|
|
Percentage
change vs. prior year |
|
Currency
effect |
|
Price/Mix
|
|
Volume
|
||||||
Net sales - three months ended June 30
|
$
|
174.2
|
|
|
(12
|
)%
|
|
—
|
%
|
|
(2
|
)%
|
|
(10
|
)%
|
Net sales - six months ended June 30
|
$
|
307.3
|
|
|
(18
|
)%
|
|
(1
|
)%
|
|
(2
|
)%
|
|
(15
|
)%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
In millions
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Performance Materials - Net sales
|
$
|
74.5
|
|
|
$
|
63.8
|
|
|
$
|
145.3
|
|
|
$
|
128.0
|
|
Segment operating profit
|
$
|
26.3
|
|
|
$
|
21.6
|
|
|
$
|
53.9
|
|
|
$
|
44.2
|
|
Performance Material
(In millions)
|
2016
|
|
Percentage
change vs. prior year |
|
Currency
effect |
|
Price/Mix
|
|
Volume
|
||||||
Net sales - three months ended June 30
|
$
|
74.5
|
|
|
17
|
%
|
|
1
|
%
|
|
2
|
%
|
|
14
|
%
|
Net sales - six months ended June 30
|
$
|
145.3
|
|
|
14
|
%
|
|
1
|
%
|
|
3
|
%
|
|
10
|
%
|
|
Six Months Ended June 30,
|
||||||
In millions
|
2016
|
|
2015
|
||||
Net cash provided (used) by operating activities
|
$
|
36.7
|
|
|
$
|
8.5
|
|
Net cash provided (used) by investing activities
|
(91.3
|
)
|
|
(36.5
|
)
|
||
Net cash provided (used) by financing activities
|
78.3
|
|
|
23.1
|
|
In millions
|
June 30, 2016
|
|
December 31, 2015
|
||||
Cash and cash equivalents
|
$
|
55.7
|
|
|
$
|
32.0
|
|
Accounts receivable, net
|
116.7
|
|
|
96.2
|
|
||
Inventories, net
|
156.8
|
|
|
151.0
|
|
||
Prepaid and other current assets
|
23.5
|
|
|
20.2
|
|
||
Total current assets
|
$
|
352.7
|
|
|
$
|
299.4
|
|
In millions
|
June 30, 2016
|
|
December 31, 2015
|
||||
Accounts payable
|
$
|
88.8
|
|
|
$
|
64.8
|
|
Accrued expenses
|
15.5
|
|
|
12.2
|
|
||
Accrued payroll and employee benefits
|
14.6
|
|
|
10.0
|
|
||
Notes payable
|
—
|
|
|
9.4
|
|
||
Income taxes payable
|
7.3
|
|
|
0.8
|
|
||
Total current liabilities
|
$
|
126.2
|
|
|
$
|
97.2
|
|
|
June 30,
|
||||||
In millions
|
2016
|
|
2015
|
||||
Maintenance capital expenditures
|
$
|
8.4
|
|
|
$
|
6.5
|
|
Safety, health and environment
|
2.6
|
|
|
1.7
|
|
||
Growth and cost improvement capital expenditures
|
11.2
|
|
|
28.9
|
|
||
Total capital expenditures
|
$
|
22.2
|
|
|
$
|
37.1
|
|
|
Expected Cash Payments by Year
|
||||||||||||||||||
In millions
|
Total
|
|
Less than 1 year - 2016
|
|
1 - 3 years
2017 - 2018
|
|
3 - 5 years
2019 - 2020
|
|
More than 5 years - 2021 and beyond
|
||||||||||
Debt maturities including capital lease obligations
|
$
|
570.0
|
|
|
$
|
—
|
|
|
$
|
22.5
|
|
|
$
|
52.5
|
|
|
$
|
495.0
|
|
Exhibit No.
|
Description of Exhibit
|
10.13a†
|
Form of Option Award Terms under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
10.13b†
|
Form of Performance-based Restricted Stock Unit Terms under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
10.13c†
|
Form of Replacement Cash Awards under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
10.13d†
|
Form of Restricted Stock Unit Terms (three year vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
10.13e†
|
Form of Restricted Stock Unit Terms (cliff vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
10.13f†
|
Form of Restricted Stock Unit Terms (D. Michael Wilson) under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.
|
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer.
|
|
|
32.1
|
Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
32.2
|
Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
101
|
Interactive Data File
|
INGEVITY CORPORATION
|
|
(Registrant)
|
|
|
|
By:
|
/S/ JOHN C. FORTSON
|
|
John C. Fortson
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer and Duly Authorized Officer)
|
Exhibit No.
|
Description of Exhibit
|
10.13a†
|
Form of Option Award Terms under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
10.13b†
|
Form of Performance-based Restricted Stock Unit Terms under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
10.13c†
|
Form of Replacement Cash Awards under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
10.13d†
|
Form of Restricted Stock Unit Terms (three year vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
10.13e†
|
Form of Restricted Stock Unit Terms (cliff vesting) under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
10.13f†
|
Form of Restricted Stock Unit Terms (D. Michael Wilson) under the Ingevity Corporation 2016 Omnibus Incentive Plan
|
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Executive Officer.
|
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of the Company’s Principal Financial Officer.
|
|
|
32.1
|
Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
32.2
|
Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
|
|
|
101
|
Interactive Data File
|
1.
|
Terms and Conditions
: This grant of stock options (the “
Option Award
”) is made under Ingevity Corporation 2016 Omnibus Incentive Plan, (the “
Plan
”), and is subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “
Terms and Conditions
”) by reference. In the event of a conflict between one or more provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern. Each capitalized term not defined herein has meaning assigned to such term in the Plan.
|
2.
|
Confirmation of Grant
: Effective as of
(Insert Grant Date)
(the “
Award Date
”), Ingevity Corporation (the “
Company
”) granted the individual whose name is set forth in the notice of grant (the “
Grantee
”) a number of options to purchase a specified number of shares of common stock of the Company as set forth in the Grantee’s notice of grant. The Option Award is granted in the form of a Nonqualified Stock Option and is not an Incentive Stock Option. By accepting the Option Award, the Grantee acknowledges and agrees that the Option Award is subject to these Terms and Conditions and the terms of the Plan.
|
3.
|
Exercise Price
: The exercise price of any shares of Common Stock subject to the Option Award shall be the Fair Market Value of a share of Common Stock on the Award Date.
|
4.
|
Award Term
: The Option Award shall expire on the tenth anniversary of the Award Date (the “
Award Term
”) unless earlier terminated in accordance with these Terms and Conditions.
|
5.
|
Vesting
: Subject to Sections 7 and 9 of these Terms and Conditions, the Option Award shall vest on
(Insert Vesting Date)
(the “
Vesting Date
”), provided that the Grantee continues to be employed by the Company through the vesting date.
|
6.
|
Exercise Method
: The Company will provide instructions to the Grantee for how to exercise the Option Award, pay the exercise price and pay applicable taxes.
|
7.
|
Automatic Forfeiture
: The Option Award, whether vested or unvested, will automatically be forfeited and all rights of the Grantee to the Option Award shall terminate under the following circumstances:
|
a.
|
The Grantee’s employment is terminated by the Company for Cause.
|
b.
|
The Grantee’s employment is terminated for “
Poor Performance
,” which for purposes of these Terms and Conditions shall mean the continuing failure by the Grantee to perform the Grantee’s duties in any material respect, as determined in the sole discretion of the Company, provided, however, that the Grantee shall be given notice and an opportunity effectuate a cure as determined by the Company in its sole discretion.
|
c.
|
The Grantee breaches any confidentiality, non-solicitation or non-competition covenant set forth on the attached
Exhibit A
or in any restrictive covenants agreement between the Grantee and the Company or an affiliate.
|
d.
|
The Committee requires recoupment of the Option Award in accordance with any recoupment policy adopted or amended by the Company from time to time.
|
8.
|
Restrictive Covenants
: By accepting the Option Award, the Grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached
Exhibit A
. If the Grantee has a written restrictive covenants agreement with the Company or an affiliate, the Grantee also agrees to continue to comply with the obligations under such restrictive covenants agreement as a condition of grant of the Option Award.
|
9.
|
Termination of Employment
: Any Option Award shall be subject to the following provisions relating to the exercise of the Option Award subsequent to termination of employment, subject to Section 7 above:
|
a.
|
Involuntary Termination.
In the event of an involuntary termination of the Grantee’s employment with the Company or any of its affiliates without Cause or Poor Performance on or after the first anniversary of the Award Date, a number of options (rounded up to the nearest whole number) shall vest such that the ratio of (i) the total number of options subject to the Option Award that have vested after giving effect to this provision to (ii) the total number of options subject to the Option Award on the Award Date equals the ratio of (I) the number of completed full months from the Award Date to the date of the Grantee’s termination of employment to (II) 36, and any remaining portion of the Option Award shall be forfeited. The right to exercise such vested portion of the Option Award shall expire on the earlier of (x) the two year anniversary of the date of such termination and (y) the expiration of the Award Term.
|
b.
|
Disability.
In the event of a termination of the Grantee’s employment due to Disability, the unvested portion of the Option Award shall immediately vest in full and the right to exercise the vested portion of the Option Award shall expire on the earlier of (i) the three year anniversary of the date of such termination and (ii) the expiration of the Award Term. “
Disability
” shall mean permanently and totally disabled under the terms of the Company’s qualified retirement plans.
|
c.
|
Retirement.
In the event of a termination of the Grantee’s employment upon or following the date the Grantee reaches age 55 (with 20 years of service) or age 65, the unvested portion of the Option Award shall immediately vest in full and the right to exercise the vested portion of the Option Award shall expire on the expiration of the Award Term.
|
d.
|
Death.
In the event of a termination of the Grantee’s employment due to death, the unvested portion of the Option Award shall immediately vest and the right to exercise the vested portion of the Option Award shall expire on the earlier of (i) the third anniversary of the date of death and (ii) the expiration of the Award Term. In the case
|
e.
|
Termination for Any Other Reason.
If the Grantee’s employment is terminated by the Grantee or the Company or one of its affiliates for any other reason other than an involuntary termination without Cause, death, disability or retirement, the unvested portion of the Option Award shall be forfeited and the right to exercise the vested portion of the Option Award shall expire on the earlier of (i) ninety (90) days after the date of termination and (ii) the expiration of the Award Term.
|
10.
|
Leave of Absence:
In the event that a Grantee is on an approved leave of absence, the Grantee’s Option Award shall continue in accordance with its terms during his or her leave of absence, subject to the Committee’s discretion.
|
11.
|
Change of Control
: In the event of a Change of Control, the terms and conditions of Section 14 of the Plan shall apply;
provided
,
however
, that upon the Grantee’s disability, retirement or death following a Change of Control, the Option Award, if assumed in the Change of Control, shall vest and remain exercisable as provided in Sections 9.b, 9.c and 9.d of these Terms and Conditions in addition to the accelerated vesting provided for in the Plan.
|
12.
|
Transferability
: The Option Award may not be assigned or transferred by the Grantee, except by will or the laws of descent and distribution or as otherwise permitted by the Compensation Committee.
|
13.
|
Tax Withholding
: The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Option Award. The Grantee may satisfy any tax withholding obligations arising with respect to the Option by (a) paying the cash necessary to satisfy the tax withholding by authorizing the Company to either deduct such amount from the Grantee’s brokerage account or withhold such amount through payroll, (b) authorizing the Company to withhold shares of Common Stock otherwise issuable as part of the Option Award, as applicable, (c) tendering shares of Common Stock previously acquired to the Company, or (d) authorizing the Company to sell a portion of shares of Common Stock otherwise issuable as part of the Option Award in an amount necessary to generate sufficient cash to satisfy the withholding obligation, as applicable. If the Company receives no instruction from the Grantee with respect to alternative means to satisfy his or her tax withholding obligation, the obligation shall be satisfied by withholding shares of Common Stock from the shares of Common Stock otherwise issuable as part of the Option Award. Any withholding of shares of Common Stock shall not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and foreign tax liabilities.
|
14.
|
No Right to Continued Employment
. The Grantee understands and agrees that these Terms and Conditions does not impact the right of the Company or any of its affiliates employing the Grantee to terminate or change the terms of the Grantee’s employment at any time for any
|
15.
|
Captions
. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions.
|
16.
|
Severability.
In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.
|
1.
|
Terms and Conditions
: This grant of performance-based Restricted Stock Units is made under the Ingevity Corporation 2016 Omnibus Incentive Plan, (the “
Plan
”), and is subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “
Terms and Conditions
”) by reference. In the event of a conflict between one or more provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.
|
2.
|
Confirmation of Grant
: Effective as of (
Insert Grant Date
) (the “
Award Date
”), Ingevity Corporation (the “
Company
”) granted the individual whose name is set forth in the notice of grant (the “
Grantee
”) performance-based Restricted Stock Units with respect to a specified number of shares of Common Stock as set forth in the Grantee’s notice of grant (the “
PSUs
”). By accepting the PSUs, the Grantee acknowledges and agrees that the PSUs are subject to these Terms and Conditions and the terms of the Plan.
|
3.
|
Stockholder Rights
:
|
a.
|
Except as provided in Section 3(b) below, the Grantee will not have any stockholder rights or privileges (including voting rights) with respect to the shares of Common Stock subject to the PSUs until such shares of Common Stock are actually issued and registered in the Grantee’s name in the Company’s books and records.
|
b.
|
If the Company declares a cash dividend on its shares of Common Stock, on the payment date of the dividend, the Grantee shall be credited with dividend equivalents equal to the amount of such cash dividend per share of Common Stock multiplied by the number of shares of Common Stock subject to the PSUs. The dividend equivalents will be subject to the same terms regarding vesting and forfeiture as the PSUs and will be paid in cash at the time(s) that the corresponding shares of Common Stock associated with the PSUs are delivered (or forfeited at the time that the PSUs are forfeited). Such cash payment will be subject to withholding for applicable taxes.
|
4.
|
Automatic Forfeiture
: The PSUs will automatically be forfeited and all rights of the Grantee to the PSUs shall terminate under the following circumstances:
|
a.
|
Employment of the Grantee is terminated for Cause.
|
b.
|
Employment of the Grantee is terminated for “
Poor Performance
,” which for purposes of these Terms and Conditions shall mean the continuing failure by the Grantee to perform the Grantee’s duties in any material respect, as determined in the sole discretion of the Company, provided, however, that the Grantee shall
|
c.
|
The Grantee breaches any confidentiality, non-solicitation or non-competition covenant set forth on the attached
Exhibit B
or in any restrictive covenants agreement between the Grantee and the Company or an affiliate.
|
d.
|
The Committee requires recoupment of the PSUs in accordance with any recoupment policy adopted or amended by the Company from time to time.
|
5.
|
Restrictive Covenants
: By accepting the PSUs, the Grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached
Exhibit B
. If the Grantee has a written restrictive covenants agreement with the Company or an affiliate, the Grantee also agrees to continue to comply with the obligations under such restrictive covenants agreement as a condition of grant of the PSUs.
|
6.
|
T
ransferability
: The PSUs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.
|
7.
|
Vesting
: The PSUs, based on attainment of the performance goals set forth on the attached
Exhibit A
(the “
Performance Goals
”) during the period beginning on (
Insert Beginning Vesting Date
) and ending on (
Insert Ending Vesting Date
) (the “
Performance Period
”), provided the Grantee continues to be employed by the Company through the date on which the Committee certifies that the Performance Goals have been attained. At the end of the Performance Period, the Committee shall determine whether and to what extent the Performance Goals have been met and shall certify attainment of the Performance Goals. The Committee shall have the discretion to reduce (including to zero) the number of PSUs that would otherwise vest upon attainment of the Performance Goals, based on such factors as the Committee deems appropriate. In the event that the Performance Goals have not been met, the PSUs shall automatically be forfeited and all rights of the Grantee to the PSUs shall terminate. Except as otherwise provided below, if the Grantee terminates employment prior to the date on which the Committee certifies that the Performance Goals have been attained, the PSUs shall be cancelled and all rights of the Grantee to the PSU Award shall terminate.
|
8.
|
Termination of Employment
: If, following the first anniversary of the Award Date and prior to the date on which the Committee Certifies the Performance Goals have been attained, (i) the Grantee’s employment is terminated by reason of death or Disability (as defined below), (ii) the Grantee’s employment is terminated absent Cause or Poor Performance upon or following the date the Grantee reaches Retirement Age (as defined below) or (iii) the Grantee’s employment is involuntarily terminated without Cause or Poor Performance, the Grantee shall earn a pro rata portion of the PSUs based on the achievement of the Performance Goals as certified by the Committee following the end of the Performance Period. The pro rata portion of the PSUs that vest shall be determined by
|
a.
|
“
Retirement Age
” means on or after age 55 (with 20 years of service) or age 65; and
|
b.
|
“
Disability
” means permanently and totally disabled under the terms of the Company’s qualified retirement plans.
|
9.
|
Leave of Absence
: In the event that the Grantee is on an approved leave of absence, the Grantee’s PSUs shall continue to vest in accordance with these terms during his or her leave of absence, subject to the Committee’s discretion.
|
10.
|
Settlement
: The PSUs shall be settled by delivery of one share of Common Stock for each PSU earned based on the achievement of Performance Goals during the Performance Period. The PSUs shall be settled as soon as practicable after the date that the Committee certifies the Performance Goals have been achieved, but in no event later than 60 days after such date. Notwithstanding the foregoing, to the extent that the PSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code.
|
11.
|
Change of Control
: In the event of a Change in Control, Section 14 of the Plan shall apply and Section 14 of the Plan shall supersede in all respects Sections 7, 8, 9 and 10 of these Terms and Conditions.
|
12.
|
Tax Withholding
: The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the PSUs. The Grantee may satisfy any tax withholding obligations arising upon the lapse of any risk of forfeiture (including FICA due upon such lapse) and settlement of the PSUs by (a) paying the cash necessary to satisfy the tax withholding by authorizing the Company to either deduct such amount from the Grantee’s brokerage account or withhold such amount through payroll, (b) authorizing the Company to withhold shares of Common Stock otherwise issuable as part of the PSUs, (c) tendering shares of Common Stock previously acquired to the Company, or (d) authorizing the Company to sell a portion of shares of Common Stock otherwise issuable in respect of the PSUs in an amount necessary to generate sufficient cash to satisfy the tax withholding obligation. A grantee may satisfy any tax withholding obligations arising upon the lapse of any risk of forfeiture (including FICA due upon such lapse) as provided in clause (a) above or by authorizing the Company to accelerate the vesting and withholding of the number of shares of Common Stock subject to the PSUs required to satisfy such tax withholding obligation. If the Company receives no instruction from the Grantee, the tax withholding obligation shall be satisfied by withholding shares of Common Stock otherwise issuable in respect of the Grantee’s PSUs. Any withholding of shares of Common Stock shall not
|
13.
|
No Right to Continued Employment
. The Grantee understands and agrees that these Terms and Conditions do not impact the right of the Company or any of its affiliates employing the Grantee to terminate or change the terms of the Grantee’s employment at any time for any reason, with or without cause. The Grantee understands and agrees that the Grantee’s employment with the Company or any of its affiliates is on an “at-will” basis.
|
14.
|
Captions
. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions.
|
15.
|
Severability.
In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.
|
1.
|
Terms and Conditions
: This service-based cash award is made under the Ingevity Corporation 2016 Omnibus Incentive Plan (the “
Plan
”), and is subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “
Terms and Conditions
”) by reference. In the event of a conflict between one or more provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.
|
2.
|
Confirmation of Grant
: Effective as of (
Insert Grant Date
) (the “
Award Date
”), Ingevity Corporation (the “
Company
”) granted the individual whose name is set forth in the notice of grant (the “
Grantee
”) a service-based cash award in an amount equal to the cash value set forth in the Grantee’s notice of grant (the “
Incentive Compensation Award
”). By accepting the Incentive Compensation Award, the Grantee acknowledges and agrees that the Incentive Compensation Award is subject to these Terms and Conditions and the terms of the Plan.
|
3.
|
Automatic Forfeiture
: The Incentive Compensation Award (including any portion of the Incentive Compensation Award that has vested but not yet been paid) will automatically be forfeited and all rights of the Grantee to the Incentive Compensation Award shall terminate under any of the following circumstances:
|
a.
|
The Grantee’s employment is terminated by the Company for Cause.
|
b.
|
The Grantee’s employment is terminated for “
Poor Performance
,” which for purposes of these Terms and Conditions shall mean the continuing failure by the Grantee to perform the Grantee’s duties in any material respect, as determined in the sole discretion of the Company, provided, however, that the Grantee shall be given notice and an opportunity effectuate a cure as determined by the Company in its sole discretion.
|
c.
|
The Grantee breaches any restrictive covenant set forth on the attached
Exhibit A
or in any restrictive covenants agreement between the Grantee and the Company or an affiliate.
|
d.
|
The Committee requires recoupment of the Incentive Compensation Award in accordance with any recoupment policy adopted or amended by the Company from time to time.
|
4.
|
Restrictive Covenants
: By accepting the Incentive Compensation Award, the Grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached
Exhibit A
. If the Grantee has a written restrictive covenants agreement with the Company or one of its affiliates, the Grantee also agrees to continue to comply with the obligations under such Restrictive Covenants Agreement as a condition of grant of the Incentive Compensation Award.
|
5.
|
Transferability
. The Incentive Compensation Award may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.
|
6.
|
Vesting
: The Incentive Compensation Award shall vest 100% (
Insert Vesting Date
)
provided
that
the Grantee continues to be employed by the Company through the applicable vesting date. Except as otherwise provided below, if the Grantee terminates employment prior to the applicable vesting date, the Incentive Compensation Award shall be forfeited and all rights of the Grantee to the Incentive Compensation Award shall terminate.
|
7.
|
Termination of Employment
: If, following the first anniversary of the Award Date and prior to the applicable vesting date, (i) the Grantee’s employment is terminated by reason of death or Disability (as defined below), (ii) the Grantee’s employment is terminated (other than for Cause or Poor Performance) upon or following the date the Grantee reaches the Retirement Age (as defined below) or (iii) the Grantee’s employment is involuntarily terminated by the Company without Cause or Poor Performance, (A) a portion of the Incentive Compensation Award shall vest such that the ratio of (I) the portion of the Annual Incentive Award granted on the Award Date that has vested after giving effect to this provision to (II) the amount of the Annual Incentive Award granted on the Award Date equals the ratio of (I) the number of completed full months from the Award Date to the date of the Grantee’s termination of employment to (II) 36, and (B) any remaining portion of the Incentive Compensation Award shall be forfeited. The vested Incentive Compensation Award shall be paid as described in Section 10 below. For purposes of this Award:
|
a.
|
“
Retirement Age
” means on or after age 55 (with 20 years of service) or 65; and
|
b.
|
“
Disability
” means permanently and totally disabled under the terms of the Company’s qualified retirement plans.
|
8.
|
Leave of Absence
: In the event that a Grantee is on an approved leave of absence, the Grantee’s Incentive Compensation Award shall continue to vest in accordance with these Terms and Conditions during his or her leave of absence, subject to the Committee’s discretion.
|
9.
|
Change in Control
: In the event of a Change in Control, Section 14 of the Plan shall control and Section 14 of the Plan shall supersede Sections 6, 7, and 8 of these Terms and Conditions;
provided
,
however
, in the event that, following a Change in Control in which the Incentive Compensation Award is assumed, the Grantee’s employment is terminated by reason of the Grantee’s death or Disability or the Grantee terminates employment upon or following reaching Retirement Age, the Incentive Compensation Award shall vest in full and be paid as provided in Section 10 of these Terms and Conditions. For purposes of Section 14 of the Plan, Sections 14.2(a) and (c), 14.3 and 14.4 shall be deemed to include the Incentive Compensation Award.
|
10.
|
Settlement
: The Incentive Compensation Award shall be settled in cash. The Incentive Compensation Award shall be paid as soon as practicable after the applicable vesting date (including without limitation for this purpose vesting upon the Grantee’s termination of employment as provided in Section 7 and Section 9), but in no event later than 60 days after the applicable vesting date. Notwithstanding the foregoing, to the extent that the Incentive Compensation Award is subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code, including application of the six month settlement delay for any specified employee (as defined in Section 409A of the Internal Revenue Code) in the event of vesting as a result of a separation from service (as defined in Section 409A of the Internal Revenue Code).
|
11.
|
No Right to Continued Employment
: Unless otherwise prohibited by local law, the Grantee understands and agrees that these Terms and Conditions do not impact the right of the Company or any of its affiliates employing the Grantee to terminate or change the terms of the Grantee’s employment at any time for any reason, with or without cause.
|
12.
|
Captions
: Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions.
|
13.
|
Tax Withholding
: The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the Incentive Compensation Award. At the time of payment, the Company shall have the right to deduct from the Incentive Compensation Award or other compensation an amount equal to the federal (including FICA), state, local and foreign taxes required to be withheld with respect to the Incentive Compensation Award. A Grantee may satisfy any tax withholding obligations arising upon the lapse of any risk of forfeiture (including FICA due upon such lapse) by authorizing the Company to accelerate the vesting of cash subject to the Incentive Compensation Award in the amount required to satisfy such tax withholding obligation.
|
14.
|
Severability
: In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.
|
1.
|
Terms and Conditions
: This grant of service-based restricted stock units is made under the Ingevity Corporation 2016 Omnibus Incentive Plan
(the “
Plan
”), and is subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “
Terms and Conditions
”) by reference. In the event of a conflict between one or more provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.
|
2.
|
Confirmation of Grant
: Effective as of (
Insert Grant Date
) (the “
Award Date
”), Ingevity Corporation (the “
Company
”) granted the individual whose name is set forth in the notice of grant (the “
Grantee
”) service-based Restricted Stock Units with respect to a specified number of shares of Common Stock as set forth in the Grantee’s notice of grant (the “
RSUs
”). By accepting the RSUs, the Grantee acknowledges and agrees that the RSUs are subject to the Terms and Conditions and the terms of the Plan.
|
3.
|
Stockholder Rights
:
|
a.
|
Except as provided in Section 3(b) below, the Grantee will not have any stockholder rights or privileges (including voting rights) with respect to the shares of Common Stock subject to the RSUs until such shares of Common Stock vest and are actually issued and registered in the Grantee’s name in the Company’s books and records.
|
b.
|
If the Company declares a cash dividend on its shares of Common Stock, on the payment date of the dividend, the Grantee shall be credited with dividend equivalents equal to the amount of such cash dividend per share of Common Stock multiplied by the number of shares of Common Stock subject to the RSUs. The dividend equivalents will be subject to the same terms regarding vesting and forfeiture as the RSUs and will be paid in cash at the times that the corresponding shares of Common Stock associated with the RSUs are delivered (or forfeited at the time that the RSUs are forfeited). Such cash payment will be subject to withholding for applicable taxes.
|
4.
|
Automatic Forfeiture
: The RSUs (including any RSUs that have vested but not yet been settled) will automatically be forfeited and all rights of the Grantee to the RSUs shall terminate under any of the following circumstances:
|
a.
|
The Grantee’s employment is terminated by the Company for Cause.
|
b.
|
The Grantee’s employment is terminated for “
Poor Performance
,” which for purposes of these Terms and Conditions shall mean the continuing failure by the Grantee to perform the Grantee’s duties in any material respect, as determined in the sole discretion of the Company, provided, however, that the Grantee shall be given
|
c.
|
The Grantee breaches any restrictive covenant set forth on the attached
Exhibit A
or in any restrictive covenants agreement between the Grantee and the Company or an affiliate.
|
d.
|
The Committee requires recoupment of the RSUs in accordance with any recoupment policy adopted or amended by the Company from time to time.
|
5.
|
Restrictive Covenants
: By accepting the RSUs, the Grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached
Exhibit A
. If the Grantee has a written restrictive covenants agreement with the Company or one of its affiliates, the Grantee also agrees to continue to comply with the obligations under such Restrictive Covenants Agreement as a condition of grant of the RSUs.
|
6.
|
Transferability
: The RSUs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.
|
7.
|
Vesting
: The RSUs shall vest in three equal installments on each of (
Insert 1
st
Installment Vesting Date
), (
Insert 2
nd
Installment Vesting Date
) and (
Insert 3
rd
Installment Vesting Date
); provided that the Grantee continues to be employed by the Company through the applicable vesting date. Except as otherwise provided below, if a Grantee terminates employment prior to the applicable vesting date, any unvested RSUs shall be forfeited and all rights of the Grantee to the unvested RSUs shall terminate.
|
8.
|
Termination of Employment
: If, following the first anniversary of the Award Date and prior to the applicable vesting date, (i) the Grantee’s employment is terminated by reason of death or Disability (as defined below), (ii) the Grantee’s employment is terminated (other than for Cause or Poor Performance) upon or following the date the Grantee reaches the Retirement Age (as defined below) or (iii) the Grantee’s employment is involuntarily terminated by the Company without Cause or Poor Performance, (A) a number of RSUs (rounded up to the nearest whole number) shall vest such that the ratio of (I) the total number of RSUs granted on the Award Date that have vested after giving effect to this provision to (II) the total number of RSUs granted on the Award Date equals the ratio of (I) the number of completed full months from the Award Date to the date of the Grantee’s termination of employment to (II) 36, and (B) any remaining portion of the RSUs shall be forfeited. The vested RSUs shall be settled as described in Section 11 below.
|
i.
|
“
Retirement Age
” means on or after age 55 (with 20 years of service) or 65; and
|
ii.
|
“
Disability
” means permanently and totally disabled under the terms of the Company’s qualified retirement plans.
|
9.
|
Leave of Absence
: In the event that a Grantee is on an approved leave of absence, the Grantee’s RSUs shall continue to vest in accordance with these Terms and Conditions during his or her leave of absence, subject to the Committee’s discretion.
|
10.
|
Change in Control
: In the event of a Change in Control, Section 14 of the Plan shall control and Section 14 of the Plan shall supersede Sections 7, 8, 9 and 10 of these Terms and Conditions;
provided
,
however
, in the event that, following a Change in Control in which the RSUs are assumed, the Grantee’s employment is terminated by reason of the Grantee’s death or Disability or the Grantee terminates employment upon or following reaching Retirement Age, the RSUs shall vest in full and be settled as provided in
Section 11
of these Terms and Conditions.
|
11.
|
Settlement
: Any RSUs not previously forfeited shall be settled by delivery of one share of Common Stock for each RSU being settled. The RSUs shall be settled as soon as practicable after the applicable vesting date (including without limitation for this purpose vesting upon the Grantee’s termination of employment as provided in Section 8 and Section 10), but in no event later than 60 days after the applicable vesting date. Notwithstanding the foregoing, to the extent that the RSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code, including application of the six month settlement delay for any specified employee (as defined in Section 409A of the Internal Revenue Code) in the event of vesting as a result of a separation from service (as defined in Section 409A of the Internal Revenue Code).
|
12.
|
Tax Withholding
: The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the RSUs. A Grantee may satisfy any tax withholding obligations arising settlement of the RSUs by (a) paying the cash necessary to satisfy the tax withholding by authorizing the Company to either deduct such amount from the Grantee’s brokerage account or withhold such amount through payroll, (b) authorizing the Company to withhold shares of Common Stock otherwise issuable as part of the RSUs, (c) tendering shares of Common Stock previously acquired to the Company, or (d) authorizing the Company to sell a portion of shares of Common Stock otherwise issuable as part of the RSUs in an amount necessary to generate sufficient cash to satisfy the tax withholding obligation. A grantee may satisfy any tax withholding obligations arising upon the lapse of any risk of forfeiture (including FICA due upon such lapse) as provided in clause (a) above or by authorizing the Company to accelerate the vesting and withholding of the number of shares of Common Stock subject to the RSUs required to satisfy such tax withholding obligation. If the Company receives no instruction from the Grantee, the tax withholding obligation shall be satisfied by withholding shares of Common Stock otherwise issuable in respect of the Grantee’s RSUs. Any share withholding shall not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and foreign tax liabilities.
|
13.
|
No Right to Continued Employment
: The Grantee understands and agrees that these Terms and Conditions do not impact the right of the Company or any of its affiliates employing the Grantee to terminate or change the terms of the Grantee’s employment at any time for any reason, with or without cause. The Grantee understands and agrees that the Grantee’s employment with the Company or any of its affiliates is on an “at-will” basis.
|
14.
|
Captions
: Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions.
|
15.
|
Severability
: In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.
|
1.
|
Terms and Conditions
: This grant of service-based restricted stock units is made under the Ingevity Corporation 2016 Omnibus Incentive Plan
(the “
Plan
”), and is subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “
Terms and Conditions
”) by reference. In the event of a conflict between one or more provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.
|
2.
|
Confirmation of Grant
: Effective as of (
Insert Grant Date
) (the “
Award Date
”), Ingevity Corporation (the “
Company
”) granted the individual whose name is set forth in the notice of grant (the “
Grantee
”) service-based Restricted Stock Units with respect to a specified number of shares of Common Stock as set forth in the Grantee’s notice of grant (the “
RSUs
”). By accepting the RSUs, the Grantee acknowledges and agrees that the RSUs are subject to the Terms and Conditions and the terms of the Plan.
|
3.
|
Stockholder Rights
:
|
a.
|
Except as provided in Section 3(b) below, the Grantee will not have any stockholder rights or privileges (including voting rights) with respect to the shares of Common Stock subject to the RSUs until such shares of Common Stock vest and are actually issued and registered in the Grantee’s name in the Company’s books and records.
|
b.
|
If the Company declares a cash dividend on its shares of Common Stock, on the payment date of the dividend, the Grantee shall be credited with dividend equivalents equal to the amount of such cash dividend per share of Common Stock multiplied by the number of shares of Common Stock subject to the RSUs. The dividend equivalents will be subject to the same terms regarding vesting and forfeiture as the RSUs and will be paid in cash at the times that the corresponding shares of Common Stock associated with the RSUs are delivered (or forfeited at the time that the RSUs are forfeited). Such cash payment will be subject to withholding for applicable taxes.
|
4.
|
Automatic Forfeiture
: The RSUs (including any RSUs that have vested but not yet been settled) will automatically be forfeited and all rights of the Grantee to the RSUs shall terminate under any of the following circumstances:
|
a.
|
The Grantee’s employment is terminated by the Company for Cause.
|
b.
|
The Grantee’s employment is terminated for
“Poor Performance,
” which for purposes of these Terms and Conditions shall mean the continuing failure by the Grantee to perform the Grantee’s duties in any material respect, as determined in the sole discretion of the Company, provided, however, that the Grantee shall be given
|
c.
|
The Grantee breaches any restrictive covenant set forth on the attached
Exhibit A
or in any restrictive covenants agreement between the Grantee and the Company or an affiliate.
|
d.
|
The Committee requires recoupment of the RSUs in accordance with any recoupment policy adopted or amended by the Company from time to time.
|
5.
|
Restrictive Covenants
: By accepting the RSUs, the Grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached
Exhibit A
. If the Grantee has a written restrictive covenants agreement with the Company or one of its affiliates, the Grantee also agrees to continue to comply with the obligations under such Restrictive Covenants Agreement as a condition of grant of the RSUs.
|
6.
|
Transferability
: The RSUs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.
|
7.
|
Vesting
: The RSUs shall vest 100 % on (
Insert Vesting Date
); provided that the Grantee continues to be employed by the Company through the applicable vesting date. Except as otherwise provided below, if a Grantee terminates employment prior to the applicable vesting date, any unvested RSUs shall be forfeited and all rights of the Grantee to the unvested RSUs shall terminate.
|
8.
|
Termination of Employment
: If, following the first anniversary of the Award Date and prior to the applicable vesting date, (i) the Grantee’s employment is terminated by reason of death or Disability (as defined below), (ii) the Grantee’s employment is terminated (other than for Cause or Poor Performance) upon or following the date the Grantee reaches the Retirement Age (as defined below) or (iii) the Grantee’s employment is involuntarily terminated by the Company without Cause or Poor Performance, (A) a number of RSUs (rounded up to the nearest whole number) shall vest such that the ratio of (I) the total number of RSUs granted on the Award Date that have vested after giving effect to this provision to (II) the total number of RSUs granted on the Award Date equals the ratio of (I) the number of completed full months from the Award Date to the date of the Grantee’s termination of employment to (II) 22, and (B) any remaining portion of the RSUs shall be forfeited. The vested RSUs shall be settled as described in Section 11 below.
|
i.
|
“
Retirement Age
” means on or after age 55 (with 20 years of service) or 65; and
|
ii.
|
“
Disability
” means permanently and totally disabled under the terms of the Company’s qualified retirement plans.
|
9.
|
Leave of Absence
: In the event that a Grantee is on an approved leave of absence, the Grantee’s RSUs shall continue to vest in accordance with these Terms and Conditions during his or her leave of absence, subject to the Committee’s discretion.
|
10.
|
Change in Control
: In the event of a Change in Control, Section 14 of the Plan shall control and Section 14 of the Plan shall supersede Sections 7, 8, 9 and 10 of these Terms and Conditions;
provided
,
however
, in the event that, following a Change in Control in which the RSUs are assumed, the Grantee’s employment is terminated by reason of the Grantee’s death or Disability or the Grantee terminates employment upon or following reaching Retirement Age, the RSUs shall vest in full and be settled as provided in
Section 11
of these Terms and Conditions.
|
11.
|
Settlement
: Any RSUs not previously forfeited shall be settled by delivery of one share of Common Stock for each RSU being settled. The RSUs shall be settled as soon as practicable after the applicable vesting date (including without limitation for this purpose vesting upon the Grantee’s termination of employment as provided in Section 8 and Section 10), but in no event later than 60 days after the applicable vesting date. Notwithstanding the foregoing, to the extent that the RSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code, including application of the six month settlement delay for any specified employee (as defined in Section 409A of the Internal Revenue Code) in the event of vesting as a result of a separation from service (as defined in Section 409A of the Internal Revenue Code).
|
12.
|
Tax Withholding
: The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the RSUs. A Grantee may satisfy any tax withholding obligations arising settlement of the RSUs by (a) paying the cash necessary to satisfy the tax withholding by authorizing the Company to either deduct such amount from the Grantee’s brokerage account or withhold such amount through payroll, (b) authorizing the Company to withhold shares of Common Stock otherwise issuable as part of the RSUs, (c) tendering shares of Common Stock previously acquired to the Company, or (d) authorizing the Company to sell a portion of shares of Common Stock otherwise issuable as part of the RSUs in an amount necessary to generate sufficient cash to satisfy the tax withholding obligation. A grantee may satisfy any tax withholding obligations arising upon the lapse of any risk of forfeiture (including FICA due upon such lapse) as provided in clause (a) above or by authorizing the Company to accelerate the vesting and withholding of the number of shares of Common Stock subject to the RSUs required to satisfy such tax withholding obligation. If the Company receives no instruction from the Grantee, the tax withholding obligation shall be satisfied by withholding shares of Common Stock otherwise issuable in respect of the Grantee’s RSUs. Any share withholding shall not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and foreign tax liabilities.
|
13.
|
No Right to Continued Employment
: The Grantee understands and agrees that these Terms and Conditions do not impact the right of the Company or any of its affiliates employing the Grantee to terminate or change the terms of the Grantee’s employment at any time for any reason, with or without cause. The Grantee understands and agrees that the Grantee’s employment with the Company or any of its affiliates is on an “at-will” basis.
|
14.
|
Captions
: Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions.
|
15.
|
Severability
: In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.
|
1.
|
Terms and Conditions
: This grant of service-based restricted stock units is made under the Ingevity Corporation 2016 Omnibus Incentive Plan
(the “
Plan
”), and is subject in all respects to the terms of the Plan. All terms of the Plan are hereby incorporated into these terms and conditions (the “
Terms and Conditions
”) by reference. In the event of a conflict between one or more provisions of these Terms and Conditions and one or more provisions of the Plan, the provisions of the Plan shall govern. Each capitalized term not defined herein has the meaning assigned to such term in the Plan.
|
2.
|
Confirmation of Grant
: Effective as of (
Insert Grant Date
) (the “
Award Date
”), Ingevity Corporation (the “
Company
”) granted the individual whose name is set forth in the notice of grant (the “
Grantee
”) service-based Restricted Stock Units with respect to a specified number of shares of Common Stock as set forth in the Grantee’s notice of grant (the “
RSUs
”). By accepting the RSUs, the Grantee acknowledges and agrees that the RSUs are subject to the Terms and Conditions and the terms of the Plan.
|
3.
|
Stockholder Rights
:
|
a.
|
Except as provided in Section 3(b) below, the Grantee will not have any stockholder rights or privileges (including voting rights) with respect to the shares of Common Stock subject to the RSUs until such shares of Common Stock vest and are actually issued and registered in the Grantee’s name in the Company’s books and records.
|
b.
|
If the Company declares a cash dividend on its shares of Common Stock, on the payment date of the dividend, the Grantee shall be credited with dividend equivalents equal to the amount of such cash dividend per share of Common Stock multiplied by the number of shares of Common Stock subject to the RSUs. The dividend equivalents will be subject to the same terms regarding vesting and forfeiture as the RSUs and will be paid in cash at the times that the corresponding shares of Common Stock associated with the RSUs are delivered (or forfeited at the time that the RSUs are forfeited). Such cash payment will be subject to withholding for applicable taxes.
|
4.
|
Automatic Forfeiture
: The RSUs (including any RSUs that have vested but not yet been settled) will automatically be forfeited and all rights of the Grantee to the RSUs shall terminate under any of the following circumstances:
|
a.
|
The Grantee’s employment is terminated by the Company for Cause.
|
b.
|
The Grantee breaches any restrictive covenant set forth on the attached
Exhibit A
or in any restrictive covenants agreement between the Grantee and the Company or an affiliate.
|
c.
|
The Committee requires recoupment of the RSUs in accordance with any recoupment policy adopted or amended by the Company from time to time.
|
5.
|
Restrictive Covenants
: By accepting the RSUs, the Grantee agrees to comply with the confidentiality, non-solicitation and non-competition covenants set forth on the attached
Exhibit A
. If the Grantee has a written restrictive covenants agreement with the Company or one of its affiliates, the Grantee also agrees to continue to comply with the obligations under such Restrictive Covenants Agreement as a condition of grant of the RSUs.
|
6.
|
Transferability
: The RSUs shall not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.
|
7.
|
Vesting
: The RSUs shall vest in three equal installments on each of (
Insert 1
st
Installment Vesting Date
), (
Insert 2
nd
Installment Vesting Date
) and (
Insert 3
rd
Installment Vesting Date
); provided that the Grantee continues to be employed by the Company through the applicable vesting date. Except as otherwise provided below, if a Grantee terminates employment prior to the applicable vesting date, any unvested RSUs shall be forfeited and all rights of the Grantee to the unvested RSUs shall terminate.
|
8.
|
Termination of Employment
: If, the Grantee is terminated for any reason other than “Cause”, this time vested award will fully vest upon the Grantee’s termination.
|
9.
|
Leave of Absence
: In the event that a Grantee is on an approved leave of absence, the Grantee’s RSUs shall continue to vest in accordance with these Terms and Conditions during his or her leave of absence, subject to the Committee’s discretion.
|
10.
|
Change in Control
: Except to the extent otherwise provided in Section 8, in the event of a Change in Control, Section 14 of the Plan shall control and Section 14 of the Plan shall supersede Sections 7, 9 and 10 of these Terms and Conditions;
provided
,
however
, in the event that, following a Change in Control in which the RSUs are assumed, the Grantee’s employment is terminated by for any reason absent Cause the RSUs shall vest in full and be settled as provided in
Section 11
of these Terms and Conditions.
|
11.
|
Settlement
: Any RSUs not previously forfeited shall be settled by delivery of one share of Common Stock for each RSU being settled. The RSUs shall be settled as soon as practicable after the applicable vesting date (including without limitation for this purpose vesting upon the Grantee’s termination of employment as provided in Section 8 and Section 10), but in no event later than 60 days after the applicable vesting date. Notwithstanding the foregoing, to the extent that the RSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code, including application of the six month settlement delay for any specified employee (as defined in Section 409A of the Internal Revenue Code) in the event of vesting as a result of a separation from service (as defined in Section 409A of the Internal Revenue Code).
|
12.
|
Tax Withholding
: The Grantee is solely responsible for the satisfaction of all taxes and penalties that may arise in connection with the RSUs. A Grantee may satisfy any tax withholding obligations arising settlement of the RSUs by (a) paying the cash necessary to satisfy the tax withholding by authorizing the Company to either deduct such amount from the Grantee’s brokerage account or withhold such amount through payroll, (b) authorizing the Company to withhold shares of Common Stock otherwise issuable as part of the RSUs, (c) tendering shares of Common Stock previously acquired to the Company, or (d) authorizing the Company to sell a portion of shares of Common Stock otherwise issuable as part of the RSUs in an amount necessary to generate sufficient cash to satisfy the tax withholding obligation. A grantee may satisfy any tax withholding obligations arising upon the lapse of any risk of forfeiture (including FICA due upon such lapse) as provided in clause (a) above or by authorizing the Company to accelerate the vesting and withholding of the number of shares of Common Stock subject to the RSUs required to satisfy such tax withholding obligation. If the Company receives no instruction from the Grantee, the tax withholding obligation shall be satisfied by withholding shares of Common Stock otherwise issuable in respect of the Grantee’s RSUs. Any share withholding shall not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and foreign tax liabilities.
|
13.
|
No Right to Continued Employment
: The Grantee understands and agrees that these Terms and Conditions do not impact the right of the Company or any of its affiliates employing the Grantee to terminate or change the terms of the Grantee’s employment at any time for any reason, with or without cause. The Grantee understands and agrees that the Grantee’s employment with the Company or any of its affiliates is on an “at-will” basis.
|
14.
|
Captions
: Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of these Terms and Conditions.
|
15.
|
Severability
: In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.
|
1.
|
I have reviewed this report on Form 10-Q of Ingevity 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 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)) 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.
|
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
|
c.
|
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 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:
|
August 4, 2016
|
|
|
|
|
By:
|
/S/ D. MICHAEL WILSON
|
|
D. Michael Wilson
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of Ingevity 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 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)) 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.
|
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
|
c.
|
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 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:
|
August 4, 2016
|
|
|
|
|
By:
|
/S/ JOHN C. FORTSON
|
|
John C. Fortson
|
|
Executive Vice President and Chief Financial Officer
|
|
/S/ D. MICHAEL WILSON
|
D. Michael Wilson
|
President and Chief Executive Officer
|
|
/S/ JOHN C. FORTSON
|
John C. Fortson
|
Executive Vice President and Chief Financial Officer
|