UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended October 1, 2017April 2, 2023


or


☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number 1-11430
--
MINERALS TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)


DELAWAREDelaware 25-1190717
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)


622 Third Avenue, New York, NYNew York 10017-6707
(Address of principal executive offices, including zip code)


(212) 878-1800
(Registrant'sRegistrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of exchange on which registered
Common Stock, $0.10 par valueMTXNew York Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES
Yes ☒
NO 
No ☐


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES
Yes ☒
NO 
No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or and emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company,"” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☒
Accelerated Filer ☐
Non- acceleratedNon-accelerated Filer ☐(Do not check if a smaller reporting company)
Smaller Reporting Company ☐
Emerging Growth Company ☐
 


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES
Yes ☐
NO 
No ☒

Indicate the numberAs of April 19, 2023, there were 32,543,370 shares outstanding of each of the issuer's classes of common stock, aspar value of $0.10 per share, of the latest practicable date.registrant outstanding.

Class
Outstanding at October 24, 2017
Common Stock, $0.10 par value35,366,871
MINERALS TECHNOLOGIES INC.

INDEX TO FORM 10-Q


Page No.
PART I.   FINANCIAL INFORMATION 
  
Item 1.
Financial Statements:
 
  
 
Condensed Consolidated Statements of Income for the three-month and nine-month periods ended October 1, 2017April 2, 2023 and October 2, 2016April 3, 2022 (Unaudited)
3
  
 
Condensed Consolidated Statements of Comprehensive Income for the three-month and nine-month periods ended October 1, 2017April 2, 2023 and October 2, 2016April 3, 2022 (Unaudited)
4
  
 
Condensed Consolidated Balance Sheets as of October 1, 2017April 2, 2023 (Unaudited) and December 31, 20162022
5
   
 
Condensed Consolidated Statements of Cash Flows for the nine-monththree-month periods ended October 1, 2017April 2, 2023 and October 2, 2016April 3, 2022 (Unaudited)
6
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three-month periods ended April 2, 2023 and April 3, 2022 (Unaudited)
7
  
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
78
  
 
Review Report of Independent Registered Public Accounting Firm
2018
  
Item 2.
Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations
2119
  
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
3325
   
Item 4.
Controls and Procedures
3426
  
PART II.   OTHER INFORMATION 
  
Item 1.
Legal Proceedings
3526
  
Item 1A.
Risk Factors
3626
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
3626
   
Item 3.
Default Upon Senior Securities
3726
   
Item 4.
Mine Safety Disclosures
3726
   
Item 5.
Other Information
3727
  
Item 6.
Exhibits
3727
  
Signature
3828

Index


PART 1. FINANCIAL INFORMATION


ITEM 1.
ITEM 1.  Financial Statements


MINERALSMINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


 Three Months Ended 
(in millions of dollars, except per share data) 
Apr. 2,
2023
  
Apr. 3,
2022
 
Net sales $546.1  $519.1 
         
Cost of goods sold  425.4   397.4 
         
Production margin  120.7   121.7 
         
Marketing and administrative expenses  52.3   48.8 
Research and development expenses  5.3   5.1 
Acquisition-related expenses  0.1   1.6 
         
Income from operations  63.0   66.2 
         
Interest expense, net  (14.2)  (9.8)
Other non-operating (deductions) income, net  (1.1)  (0.4)
Total non-operating deductions, net  (15.3)  (10.2)
         
Income before tax and equity in earnings  47.7   56.0 
         
Provision for taxes on income  10.5   11.2 
Equity in earnings of affiliates, net of tax  0.9   0.1 
         
Net income  38.1   44.9 
Less:        
Net income attributable to non-controlling interests  1.1   0.8 
Net income attributable to Minerals Technologies Inc. $37.0  $44.1 
         
Earnings per share:        
         
Basic:        
Net income attributable to Minerals Technologies Inc. $1.14  $1.33 
         
Diluted:        
Net income attributable to Minerals Technologies Inc. $1.14  $1.33 
         
Cash dividends declared per common share $0.05  $0.05 
         
Shares used in computation of earnings per share:        
Basic  32.5   33.1 
Diluted  32.5   33.2 
  Three Months Ended  Nine Months Ended 
  
Oct. 1,
2017
  
Oct. 2,
2016
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  (in millions, except per share data) 
Product sales $405.4  $379.7  $1,187.9  $1,171.1 
Service revenue  19.0   19.8   55.6   65.6 
Total net sales  424.4   399.5   1,243.5   1,236.7 
                 
Cost of goods sold  293.0   272.0   854.7   840.8 
Cost of service revenue  12.2   12.3   36.2   46.9 
Total cost of sales  305.2   284.3   890.9   887.7 
                 
Production margin  119.2   115.2   352.6   349.0 
                 
Marketing and administrative expenses  45.6   42.4   134.1   134.2 
Research and development expenses  5.9   5.9   17.8   17.9 
Acquisition related transaction and integration costs  0.5   1.9   2.8   5.1 
Restructuring and other items, net  0.4   (2.3)  0.9   27.4 
                 
Income from operations  66.8   67.3   197.0   164.4 
                 
Interest expense, net  (10.5)  (13.4)  (32.5)  (41.4)
Debt modification costs and fees  -   -   (3.9)  - 
Other non-operating income (deductions), net  (1.7)  (0.6)  (3.4)  1.7 
Total non-operating deductions, net  (12.2)  (14.0)  (39.8)  (39.7)
                 
Income from continuing operations before provision for taxes and equity in earnings  54.6   53.3   157.2   124.7 
Provision for taxes on income  12.1   11.5   35.6   26.7 
Equity in earnings of affiliates, net of tax  0.4   0.7   0.7   1.6 
                 
Consolidated net income  42.9   42.5   122.3   99.6 
Less:                
Net income attributable to non-controlling interests  1.2   0.9   3.0   2.9 
Net income attributable to Minerals Technologies Inc. (MTI) $41.7  $41.6  $119.3  $96.7 
                 
Earnings per share:                
                 
Basic:                
Income from continuing operations attributable to MTI $1.18  $1.19  $3.40  $2.78 
                 
Diluted:                
Income from continuing operations attributable to MTI $1.17  $1.18  $3.35  $2.75 
                 
Cash dividends declared per common share $0.05  $0.05  $0.15  $0.15 
                 
Shares used in computation of earnings per share:                
Basic  35.3   34.9   35.1   34.8 
Diluted  35.6   35.3   35.6   35.1 


See accompanying Notes to Condensed Consolidated Financial Statements.

3
Index
MINERALS
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)


 Three Months Ended 
(in millions of dollars) 
Apr. 2,
2023
  
Apr. 3,
2022
 
Net income $38.1  $44.9 
Other comprehensive income (loss), net of tax:        
Foreign currency translation adjustments  10.0   (8.2)
Pension and postretirement plan adjustments  0.4   1.2 
Unrealized (loss) gains on cash flow hedges  (2.3)  3.1 
Total other comprehensive income (loss), net of tax  8.1   (3.9)
Total comprehensive income including non-controlling interests  46.2   41.0 
Comprehensive income attributable to non-controlling interests  1.4   0.9 
Comprehensive income attributable to Minerals Technologies Inc. $44.8  $40.1 
  Three Months Ended  Nine Months Ended 
  
Oct. 1,
2017
  
Oct. 2,
2016
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  (millions of dollars) 
Consolidated net income $42.9  $42.5  $122.3  $99.6 
Other comprehensive income (loss), net of tax:                
Foreign currency translation adjustments  8.0   1.2   33.8   2.0 
Pension and postretirement plan adjustments  1.0   1.2   3.7   3.8 
Unrealized gains (losses) on cash flow hedges  0.1   0.4   (0.2)  (0.3)
Total other comprehensive income (loss), net of tax  9.1   2.8   37.3   5.5 
Total comprehensive income including non-controlling interests  52.0   45.3   159.6   105.1 
Comprehensive income attributable to non-controlling interest  (1.3)  (0.4)  (3.9)  (2.2)
Comprehensive income attributable to MTI $50.7  $44.9  $155.7  $102.9 


See accompanying Notes to Condensed Consolidated Financial Statements.




4
Index
MINERALS
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS


(in millions of dollars) 
Apr. 2,
2023*
  
Dec. 31,
2022 **
 
ASSETS      
       
Current assets:      
Cash and cash equivalents $249.7  $247.2 
Short-term investments  6.2   5.6 
Accounts receivable, net  421.1   404.0 
Inventories  370.1   348.8 
Prepaid expenses and other current assets  67.8   64.9 
Total current assets  1,114.9   1,070.5 
         
Property, plant and equipment  2,293.2   2,288.6 
Less accumulated depreciation and depletion  (1,235.7)  (1,238.2)
Property, plant and equipment, net  1,057.5   1,050.4 
Goodwill  915.3   914.8 
Intangible assets  239.1   241.9 
Deferred income taxes  24.5   24.4 
Other assets and deferred charges  99.4   99.6 
Total assets $3,450.7  $3,401.6 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
         
Current liabilities:        
Short-term debt $118.6  $119.7 
Current maturities of long-term debt  14.5   14.5 
Accounts payable  225.7   193.8 
Other current liabilities  154.2   174.6 
Total current liabilities  513.0   502.6 
         
Long-term debt, net of unamortized discount and deferred financing costs  924.7   928.1 
Deferred income taxes  178.9   180.4 
Accrued pension and post-retirement benefits  63.2   63.5 
Other non-current liabilities  112.9   113.8 
Total liabilities  1,792.7   1,788.4 
         
Commitments and contingencies      
         
Shareholders’ equity:        
Common stock  4.9   4.9 
Additional paid-in capital  487.8   487.6 
Retained earnings  2,320.0   2,284.6 
Accumulated other comprehensive loss  (358.8)  (366.5)
Less common stock held in treasury  (831.1)  (831.1)
         
Total Minerals Technologies Inc. shareholders’ equity  1,622.8   1,579.5 
Non-controlling interests  35.2   33.7 
Total shareholders’ equity  1,658.0   1,613.2 
Total liabilities and shareholders’ equity $3,450.7  $3,401.6 
  
Oct. 1,
2017*
  
December 31,
2016**
 
  (millions of dollars) 
ASSETS      
       
Current assets:      
Cash and cash equivalents $211.7  $188.5 
Short-term investments, at cost which approximates market  2.8   2.0 
Accounts receivable, net  389.1   341.3 
Inventories  221.2   186.9 
Prepaid expenses and other current assets  36.0   32.4 
Total current assets  860.8   751.1 
         
Property, plant and equipment  2,189.1   2,141.4 
Less accumulated depreciation and depletion  (1,130.0)  (1,089.6)
Property, plant and equipment, net  1,059.1   1,051.8 
Goodwill  779.6   778.7 
Intangible assets  198.4   204.4 
Other assets and deferred charges  85.5   77.4 
Total assets $2,983.4  $2,863.4 
         
LIABILITIES AND SHAREHOLDERS' EQUITY        
         
Current liabilities:        
Short-term debt $6.2  $6.1 
Current maturities of long-term debt  6.5   6.8 
Accounts payable  181.0   144.9 
Other current liabilities  130.0   137.7 
Total current liabilities  323.7   295.5 
         
Long-term debt, net of unamortized discount and deferred financing costs  990.2   1,069.9 
Deferred income taxes  247.8   238.8 
Other non-current liabilities  219.4   228.3 
Total liabilities  1,781.1   1,832.5 
         
Shareholders' equity:        
Common stock  4.9   4.8 
Additional paid-in capital  420.0   400.0 
Retained earnings  1,533.2   1,419.1 
Accumulated other comprehensive loss  (184.8)  (221.1)
Less common stock held in treasury  (597.0)  (596.3)
         
Total MTI shareholders' equity  1,176.3   1,006.5 
Non-controlling interests  26.0   24.4 
Total shareholders' equity  1,202.3   1,030.9 
Total liabilities and shareholders' equity $2,983.4  $2,863.4 


*Unaudited
**Condensed from audited financial statements


See accompanying Notes to Condensed Consolidated Financial Statements.
5
Index
MINERALS
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


 Three Months Ended 
(in millions of dollars) 
Apr. 2,
2023
  
Apr. 3,
2022
 
Operating Activities:      
       
Net income $38.1  $44.9 
         
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation, depletion and amortization  23.7   24.2 
Reduction of right of use asset  3.4   3.1 
Other non-cash items, net  4.2   5.9 
Net changes in operating assets and liabilities  (35.7)  (77.8)
Net cash provided by operating activities  33.7   0.3 
         
Investing Activities:        
         
Purchases of property, plant and equipment, net  (24.4)  (19.0)
Proceeds from sale of short-term investments  1.6   1.9 
Purchases of short-term investments  (2.0)  (1.2)
Other investing activities  0.1   1.2 
Net cash used in investing activities  (24.7)  (17.1)
         
Financing Activities:        
         
Repayment of long-term debt  (3.8)  (0.3)
Proceeds from issuance of short-term debt  —   30.0 
Repayment of short-term debt  (1.2)  — 
Purchase of common stock for treasury  —   (16.7)
Proceeds from issuance of stock under option plan  0.2   0.9 
Excess tax benefits related to stock incentive programs  (2.8)  (3.3)
Dividends paid to non-controlling interests  —   (0.1)
Cash dividends paid  (1.6)  (1.6)
Net cash (used in) provided by financing activities  (9.2)  8.9 
         
Effect of exchange rate changes on cash and cash equivalents  2.7   (3.6)
         
Net increase (decrease) in cash and cash equivalents  2.5   (11.5)
Cash and cash equivalents at beginning of period  247.2   299.5 
Cash and cash equivalents at end of period $249.7  $288.0 
         
Supplemental disclosure of cash flow information:        
Interest paid $19.1  $14.6 
Income taxes paid $4.7  $8.9 
  Nine Months Ended 
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  (millions of dollars) 
Operating Activities:      
       
Consolidated net income $122.3  $99.6 
         
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation, depletion and amortization  67.0   66.6 
Impairment of assets  -   18.5 
Non-cash debt modification fees  1.8   - 
Other non-cash items  8.9   8.2 
Net changes in operating assets and liabilities  (49.4)  (28.7)
Net cash provided by operating activities  150.6   164.2 
         
Investing Activities:        
         
Purchases of property, plant and equipment  (54.2)  (48.9)
Proceeds from sale of assets  1.3   2.9 
Proceeds from sale of short-term investments  2.8   4.9 
Purchases of short-term investments  (3.5)  (6.6)
Other investing activities  (0.9)  - 
Net cash used in investing activities  (54.5)  (47.7)
         
Financing Activities:        
         
Proceeds from issuance of long-term debt  -   1.2 
Repayment of long-term debt  (84.9)  (141.2)
Net repayment of short-term debt  (0.2)  (0.1)
Purchase of common shares for treasury  (0.7)  (2.6)
Proceeds from issuance of stock under option plan  14.4   4.1 
Excess tax benefits related to stock incentive programs  (3.6)  - 
Dividends paid to non-controlling interests  (2.4)  (1.5)
Cash dividends paid  (5.3)  (5.3)
Net cash used in financing activities  (82.7)  (145.4)
         
Effect of exchange rate changes on cash and cash equivalents  9.8   (0.8)
         
Net increase (decrease) in cash and cash equivalents  23.2   (29.7)
Cash and cash equivalents at beginning of period  188.5   229.4 
Cash and cash equivalents at end of period $211.7  $199.7 
         
Supplemental disclosure of cash flow information:        
Interest paid $28.9  $45.6 
Income taxes paid $35.5  $24.1 


See accompanying Notes to Condensed Consolidated Financial Statements.
6
Index

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)

 Equity Attributable to Minerals Technologies Inc.       
(in millions of dollars) 
Common
Stock
  
Additional
Paid-in
Capital
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Loss
  
Treasury
Stock
  
Non-controlling
Interests
  Total 
Balance as of December 31, 2022 $4.9  $487.6  $2,284.6  $(366.5) $(831.1) $33.7  $1,613.2 
                             
Net income  —   —   37.0   —   —   1.1   38.1 
Other comprehensive income, net  —   —   —   7.7   —   0.4   8.1 
Dividends declared  —   —   (1.6)  —   —   —   (1.6)
Issuance of shares pursuant to employee stock compensation plans  —   0.2   —   —   —   —   0.2 
Stock-based compensation  —   2.7   —   —   —   —   2.7 
Conversion of RSU's for tax withholding  —   (2.7)  —   —   —   —   (2.7)
Balance as of April 2, 2023 $4.9  $487.8  $2,320.0  $(358.8) $(831.1) $35.2  $1,658.0 

 Equity Attributable to Minerals Technologies Inc.       
(in millions of dollars) 
Common
Stock
  
Additional
Paid-in
Capital
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Loss
  
Treasury
Stock
  
Non-controlling
Interests
  Total 
Balance as of December 31, 2021 $4.9  $474.2  $2,168.9  $(333.6) $(775.1) $40.2  $1,579.5 
                             
Net income  —   —   44.1   —   —   0.8   44.9 
Other comprehensive (loss) income, net  —   —   —   (4.0)  —   0.1   (3.9)
Dividends declared  —   —   (1.6)  —   —   —   (1.6)
Dividends paid to non-controlling interests  —   —   —   —   —   (0.1)  (0.1)
Issuance of shares pursuant to employee stock compensation plans  —   0.9   —   —   —   —   0.9 
Purchase of common stock for treasury  —   —   —   —   (16.7)  —   (16.7)
Stock-based compensation  —   2.8   —   —   —   —   2.8 
Conversion of RSU's for tax withholding  —   (2.8)  —   —   —   —   (2.8)
Balance as of April 3, 2022 $4.9  $475.1  $2,211.4  $(337.6) $(791.8) $41.0  $1,603.0 

See accompanying Notes to Condensed Consolidated Financial Statements.


7
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Note 1.
Basis of Presentation and Summary of Significant Accounting Policies


Note 1.  Basis of Presentation and Summary of Significant Accounting Policies


The accompanying unaudited condensed consolidated financial statements have been prepared by management of Minerals Technologies Inc. (the “Company”, “MTI”, “we”, or “us”) in accordance with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2016.2022. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for a fair presentation of the financial information for the periods indicated, have been included. The results for the three-month and nine-month periods ended October 1, 2017April 2, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2023.


Company Operations



The Company is a resource-and technology-basedleading, technology-driven specialty minerals company that develops, produces, and markets worldwide a broad range of specialty mineral and mineral-based and synthetic mineral products, and supportingrelated systems and services. The Company serves globally a wide range of consumer and industrial markets, including household, food and pharmaceutical, paper, packaging, automotive, construction, and environmental.


During
In the first quarter of 2017,2023, the Company announcedrealigned its business reporting structure into two segments to better align our business and technologies with our customers and end markets and create a more efficient and effective management structure which reflects the reorganization of its Performance Materialsway performance is evaluated and Construction Technologies business segments into one operating segment, in order to generate greater alignment, speed decision making and accelerate growth.resources are allocated.



The Company now has fourtwo reportable segments: Specialty Minerals, Performance Materials, RefractoriesConsumer & Specialties and Energy Services.Engineered Solutions.


- The Specialty Minerals segment produces and sells the synthetic mineral product precipitated calcium carbonate ("PCC") and mines, processes and sells other natural mineral products, primarily limestone and talc.
–
The Consumer & Specialties segment serves consumer end markets directly, and also provides mineral-based solutions and technologies that are essential to our customers’ products. The two product lines in this segment are Household & Personal Care - our mineral-to-shelf products that serve pet care, personal and household care, fluid purification and other consumer oriented businesses, and Specialty Additives, delivering functional additives to a variety of consumer and industrial end markets including paper, packaging, construction, automotive, and consumer markets including food and pharmaceuticals.


- The Performance Materials segment is a leading global supplier of bentonite
–
The Engineered Solutions segment combines all engineered systems, mineral blends, and technologies that are designed to aid in customer processes and bentonite-related products, chromite and leonardite.  This segment also provides products for non-residential construction, environmental and infrastructure projects worldwide, serving customers engaged in a broad range of construction projects. The two product lines in this segment are High-Temperature Technologies – combining all of our mineral-based blends, technologies, and systems serving the foundry, steel, glass, aluminum and other high-temperature processing industries, and Environmental & Infrastructure, which includes environmental and remediation solutions such as geosynthetic clay lining systems, water remediation technologies as well as drilling, commercial building and infrastructure-related products.


- The Refractories segment produces and markets monolithic and shaped refractory materials and specialty products, services and application and measurement equipment, and calcium metal and metallurgical wire products.

- The Energy Services segment provides services to improve the production, costs, compliance, and environmental impact of activities performed in the oil and gas industry.  This segment offers a range of patented and unpatented technologies, products and services for all phases of oil and gas production and refining throughout the world.


Use of Estimates



The Company employs accounting policies that are in accordance with U.S. generally accepted accounting principles and require management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Significant estimates include those related to revenue recognition, valuation of accounts receivable, valuation of inventories, valuation of long-lived assets, goodwill and other intangible assets, income taxes, including valuation allowances, contingent liabilities, and pension plan assumptions, valuation of product liability and asset retirement obligation, income tax, income tax valuation allowances, and litigation and environmental liabilities.assumptions. Actual results could differ from those estimates.



Recently Issued Accounting Standards



Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. All recently issued ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.

7
8
Index
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)




Note 2.  Revenue from Contracts with Customers


In May 2014,
On a regular basis the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which will supersede nearly all existingCompany reviews its segments and the approach used by the chief decision maker to assess performance and allocate resources. Effective January 1, 2023, the Company realigned its business reporting structure and reorganized into two reportable segments, Consumer & Specialties and Engineered Solutions.


The following table disaggregates our revenue recognition guidance under U.S. GAAP. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Otherby major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effectivesource (product line) for the interimthree-month periods ended April 2, 2023 and annual periods beginning on or after December 15, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has elected to use the cumulative effect transition method. The Company has completed a high level accounting diagnostic and is in the process of contract review and continues to evaluate the impact of this ASU on the Company’s consolidated financial statements and related disclosures.  At this time,April 3, 2022:

(in millions of dollars) Three Months Ended 
Net Sales 
Apr. 2,
2023
  
Apr. 3,
2022
 
Household & Personal Care $129.2  $120.4 
Specialty Additives  168.1   163.1 
Consumer & Specialties Segment  297.3   283.5 
         
High-Temperature Technologies  178.6   169.9 
Environmental & Infrastructure  70.2   65.7 
Engineered Solutions Segment  248.8   235.6 
         
Total $546.1  $519.1 

Note  3.  Acquisitions


Concept Pet Heimtierprodukte GmbH


On April 29, 2022, the Company does not believecompleted the adoptionacquisition of this guidance will haveConcept Pet Heimtierprodukte GmbH (“Concept Pet”), a material impact onEuropean supplier of pet litter products. The purchase of Concept Pet supports the Company’s consolidated financial statements and are reviewing theexpansion of our European pet care business, as well as provides additional disclosure requirements upon adoption.

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires lessees to recognize most leases on-balance sheet, thereby increasing their reported assets and liabilities, in some cases very significantly. Lessor accounting remains substantially similar to current U.S. GAAP. ASU 2016-02 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2018. ASU 2016-02 mandates a modified retrospective transition method for all entities.mineral reserves.  The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements and related disclosures. Based on the current status of this assessment, the adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

Intangibles – Goodwill and Other

In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment”, which no longer requires an entity to perform a hypothetical purchase price allocation to measure goodwill impairment.  Instead, goodwill will be measured using the difference between the carrying amountwas $28.0 million and theacquisition was financed through cash on hand.  The fair value of the reporting unit.total consideration transferred, net of cash acquired, was $22.4 million. The guidance is effectiveresults of Concept Pet are included within our Household & Personal Care product line in our Consumer & Specialties segment. The acquisition has been accounted for using the interim and annual periods beginning on or after December 15, 2019, with early adoption permitted.  The adoptionacquisition method of this guidance is not expected to have a material impact on the Company’s financial statements.

Compensation – Retirement Benefits

In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”,accounting, which requires, companies to presentamong other things, that we recognize the service cost componentassets acquired and liabilities assumed at their respective fair values as of the net benefit cost in the same line items in which they report compensation cost. All other components of net periodic benefit cost will be presented outside operating income.  The guidance is effective for the interim and annual periods beginning on or after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

Adoption of ASU 2016-09, Stock Compensation- Improvements to Employee Share-Based Payment Accounting

On January 1, 2017, the Company adopted the provisions of ASU 2016-09, “Stock Compensation – Improvements to Employee Share-Based Payment Accounting”, an amendment to account standards codification (“ASC”) 718, which simplifies several aspects of accounting for share-based payments, including accounting for income taxes, forfeitures, statutory withhold rates as well as presentation on the statement of cash flows. acquisition date. The Company has electedpreliminarily recorded goodwill of $9.2 million and intangible assets of $4.3 million relating to adoptthis acquisition.


The Company incurred $0.1 million and $1.6 million of acquisition related transaction and integration costs during the standard on a prospective basis. As a resultthree-month periods ended April 2, 2023 and April 3, 2022, respectively, which are reflected within the acquisition-related expenses line of this adoption, the Company recognizes excess tax benefits in the current account period. The cash flow benefit of the excess tax benefit is included as an operating activity in the Condensed Consolidated Statement of Cash Flows for the period ended October 1, 2017.  Additionally, taxes paid for shares withheld for tax-withholding purposes are reported as financing activities in the Condensed Consolidated Statements of Cash Flows. Previously, this activity was included in operating activities.  Prior year Condensed Consolidated Statement of Cash Flows has not been restated. In accordance with the standard, the Company will continue to account for forfeitures using an estimated forfeiture rate.Income.

8
Note 4 .  Earnings per Share (EPS)
Index

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 2.Earnings Per Share (EPS)


Basic earnings per share are based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share are based upon the weighted average number of common shares outstanding during the period assuming the issuance of common shares for all potentially dilutive common shares outstanding.

9
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



The following table sets forth the computation of basic and diluted earnings per share:


 Three Months Ended 
(in millions, except per share data) 
Apr. 2,
2023
  
Apr. 3,
2022
 
Net income attributable to Minerals Technologies Inc. $37.0  $44.1 
         
Weighted average shares outstanding  32.5   33.1 
Dilutive effect of stock options and deferred restricted stock units  —   0.1 
Weighted average shares outstanding, adjusted  32.5   33.2 
         
Basic earnings per share attributable to Minerals Technologies Inc. $1.14  $1.33 
         
Diluted earnings per share attributable to Minerals Technologies Inc. $1.14  $1.33 

  Three Months Ended  Nine Months Ended 
  
Oct. 1,
2017
  
Oct. 2,
2016
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  (in millions, except per share data) 
             
Net income attributable to MTI $41.7  $41.6  $119.3  $96.7 
                 
Weighted average shares outstanding  35.3   34.9   35.1   34.8 
Dilutive effect of stock options and stock units  0.3   0.4   0.5   0.3 
Weighted average shares outstanding, adjusted  35.6   35.3   35.6   35.1 
                 
Basic earnings per share attributable to MTI $1.18  $1.19  $3.40  $2.78 
                 
Diluted earnings per share attributable to MTI $1.17  $1.18  $3.35  $2.75 

OptionsOf the options outstanding of 1,608,613 and 1,536,887 for the three-month periods ended April 2, 2023 and April 3, 2022, respectively, options to purchase 184,5691,002,344 shares and 10,239732,874 shares of common stock for the three-month periods ending April 2, 2023 and nine-month periods ended October 1, 2017 and October 2, 2016,April 3, 2022, respectively, were not included in the computation of diluted earnings per share because they were anti-dilutive, as the exercise prices of the options were greater than the average market price of the common shares.

In

Note 5.  Income Taxes


Provision for taxes was $10.5 million and $11.2 million during the first quarter of 2017,three-month periods ended April 2, 2023 and April 3, 2022, respectively.  The effective tax rate was 22.0% for the Company adoptedthree months ended April 2, 2023, as compared with 20.0% for the provisions of ASU 2016-09, “Stock Compensation – Improvementsthree months ended April 3, 2022.  The higher tax rate was primarily due to Employee Share-Based Payment Accounting”.  Under the new guidance excess income tax benefits are no longer includeda change in the calculationmix of assumed proceeds. As such,earnings resulting in higher taxes on foreign earnings, as compared to the dilutive effect of stock options and stock units for the period ended October 1, 2017 is reflective of the new guidance.prior year.


Note 3.Restructuring and Other Items, net

During 2014, the Company announced a restructuring program which resulted in a 10% permanent reduction of its workforce.  The reductions included elimination of duplicate corporate functions, deployment of our shared service model, and consolidation and alignment of various corporate functions and regional locations across the Company.
During the third quarter and first nine months of 2016, the Company incurred additional restructuring charges for lease termination costs, inventory write-offs and impairment of assets relating to its exit from the Nitrogen and Pipeline product lines and restructuring of other onshore services within the Energy Services segment as a result of the significant reduction in oil prices and overcapacity in the onshore oil service market.  Included in the $2.3 million income recorded in the third quarter of 2016 were gains on previously impaired assets of $2.9 million.  The Company expects to realize annualized savings from this restructuring program of $11.5 million.
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table outlines the amount of restructuring charges recorded within the Condensed Consolidated Statements of Income.
  Three Months Ended  Nine Months Ended 
  
Oct. 1,
2017
  
Oct. 2,
2016
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  (millions of dollars) 
             
Restructuring Charges $1.3  $0.6  $1.8  $11.8 
Impairment of Assets  -   -   -   18.5 
Other  (0.9)  (2.9)  (0.9)  (2.9)
Total restructuring and other items, net $0.4  $(2.3) $0.9  $27.4 
At October 1, 2017, the Company had $1.2 million included within accrued liabilities within our Condensed Consolidated Balance Sheets for cash expenditures needed to satisfy remaining obligations under these workforce reduction initiatives.  The Company expects to pay these amounts by the end of December 2017.
The following table is a reconciliation of our restructuring liability balance as of October 1, 2017:

  (millions of dollars) 
Restructuring liability, December 31, 2016 $3.6 
Additional provisions  1.8 
Cash payments  (4.2)
Restructuring liability, October 1, 2017 $1.2 
Note 4.Income Taxes


As of October 1, 2017,April 2, 2023, the Company had approximately $14.5$2.7 million of total unrecognized income tax benefits. Included in this amount were a total of $11.8$2.0 million of unrecognized income tax benefits that, if recognized, would affect the Company’s effective tax rate.  While it is expected that the amount of unrecognized tax benefits will change in the next 12 months, the Company does not expect the change to have a significant impact on the results of operations or the financial position of the Company.



The Company’s accounting policy is to recognize interest and penalties accrued relating to unrecognized income tax benefits as part of its provision for income taxes. The Company had a net decreaseaddition of approximately $0.1 million during the three monthsthree-month period ended October 1, 2017, an increase of $0.2 million during the nine months ended October 1, 2017,April 2, 2023  and had an accrued balance of $1.4$0.4 million of interest and penalties as of October 1, 2017.April 2, 2023.



The Company operates in multiple taxing jurisdictions, both within and outside the U.S.  In certain situations, a taxing authority may challenge positions that the Company has adopted in its income tax filings. The Company, with a few exceptions (none of which are material), is no longer subject to income tax examinations by tax authorities for years prior to 2010.2015.

Provision for taxes was $12.1 million and $35.6 million during the three and nine-months ended October 1, 2017, respectively.  The effective tax rate was 22.6% as compared to 21.4% in the prior year.  The higher effective tax rate was primarily due to a change in the mix of earnings and non-deductible acquisition costs in the prior year.

10Note 6.  Inventories

Index
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 5.Inventories


The following is a summary of inventories by major category:


(in millions of dollars) 
Apr. 2,
2023
  
Dec. 31,
2022
 
Raw materials $170.7  $163.4 
Work-in-process  19.7   15.6 
Finished goods  121.8   114.0 
Packaging and supplies  57.9   55.8 
Total inventories $370.1  $348.8 
  
Oct. 1,
2017
  
December 31,
2016
 
  (millions of dollars) 
Raw materials $83.8  $70.6 
Work-in-process  6.3   5.4 
Finished goods  95.1   80.5 
Packaging and supplies  36.0   30.4 
Total inventories $221.2  $186.9 

10
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 6.
Note 7.  Goodwill and Other Intangible Assets



Goodwill and other intangible assets with indefinite lives are not amortized, but instead are assessed for impairment, at least annually. The carrying amount of goodwill was $779.6$915.3 million and $778.7$914.8 million as of October 1, 2017April 2, 2023 and December 31, 2016,2022, respectively.  The net change in goodwill sincefrom December 31, 2016 was2022 to April 2, 2023 is attributable to the effects of foreign exchange.


Acquired intangible
As of a result of the reorganization of the Company's segments in the first quarter of 2023, our goodwill is required to be reallocated amongst the new operating segments. The allocation of goodwill is a complex process that requires, among other things, that we determine the fair value of each reporting unit under both our old and new management structures and the portions being transferred. Our allocation of goodwill to each reporting unit has not been completed and, accordingly, has not been presented. We expect to complete the reallocation of goodwill in the current year.


Intangible assets subject to amortization as of October 1, 2017April 2, 2023 and December 31, 20162022 were as follows:


    Apr. 2, 2023  Dec. 31, 2022 
(in millions of dollars) 
Weighted Average
Useful Life
(Years)
  
Gross
Carrying
Amount
  
Accumulated
Amortization
  
Gross
Carrying
Amount
  
Accumulated
Amortization
 
Tradenames  34  $221.7  $53.8  $221.2  $52.2 
Technology  13   18.8   13.0   18.8   12.6 
Patents and trademarks  19   6.4   6.4   6.4   6.4 
Customer relationships  21   78.4   13.0   78.4   11.7 
   29  $325.3  $86.2  $324.8  $82.9 

     Oct. 1, 2017  Dec. 31, 2016 
  
Weighted
Average
Useful Life
(Years)
  
Gross
Carrying
Amount
  
Accumulated
Amortization
  
Gross
Carrying
Amount
  
Accumulated
Amortization
 
     (millions of dollars) 
Tradenames  34  $199.8  $19.4  $199.8  $15.3 
Technology  12   18.8   4.5   18.8   3.6 
Patents and trademarks  17   6.4   5.2   6.4   4.8 
Customer relationships  30   4.5   2.0   4.5   1.4 
   28  $229.5  $31.1  $229.5  $25.1 


The weighted average amortization period for acquired intangible assets subject to amortization is approximately 2829 years.  Estimated amortization expense is $2.0$9.7 million for the remainder of 2017, $7.92023, $47.8 million per year for 2018–20212024–2027 and $164.8$181.6 million thereafter.



Note 7.
Note 8.  Derivative Financial Instruments



As a multinational corporation with operations throughout the world, the Company is exposed to certain market risks.  The Company uses a variety of practices to manage these market risks, including, when considered appropriate, derivative financial instruments. The Company'sCompany’s objective is to offset gains and losses resulting from interest rates and foreign currency exposures with gains and losses on the derivative contracts used to hedge them. The Company uses derivative financial instruments only for risk management and not for trading or speculative purposes.



By using derivative financial instruments to hedge exposures to changes in interest rates and foreign currencies, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty will fail to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty, and therefore, it does not face any credit risk. The Company minimizes the credit risk in derivative instruments by entering into transactions with major financial institutions.



Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, currency exchange rates, or commodity prices.  The market risk associated with interest rate and forward exchange contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.
11
Index
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Cash flow hedges:Flow Hedges



For derivative instruments that are designated and qualify as cash flow hedges, the Company records the effective portion of the gain or loss in accumulated other comprehensive income (loss) as a separate component of shareholders'shareholders’ equity.  The Company subsequently reclassifies the effective portion of gain or loss into earnings in the period during which the hedged transaction is recognized in earnings.



The Company utilizes interest rate swaps to limit exposure to market fluctuations on floating-rate debt.  DuringIn the second quarter of 2016,2018, the Company entered into a floating to fixed interest rate swap for an initial aggregatea notional amount of $300$150 million.  The notional amountfair value of this swap is an asset of $0.3 million at October 1, 2017 was $214 million.April 2, 2023 and is recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet.  This interest rate swap is designated as a cash flow hedge.  TheAs a result, the gains and losses associated with this interest rate swap areis recorded in accumulated other comprehensive income (loss).

11
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Net Investment Hedges


For derivative instruments that are designated and qualify as net investment hedges, the Company records the effective portion of the gain or loss in accumulated other comprehensive income (loss) as a separate component of shareholders’ equity.


To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, the Company from time to time hedges a portion of our net investment in one or more of our foreign subsidiaries.  During the second quarter of 2018, the Company entered into a cross currency rate swap with a total notional value of $150 million to exchange monthly fixed-rate interest payments in U.S. dollars for monthly fixed-rate interest rate payments in Euros.  This contract matures in May 2023 and requires the exchange of Euros and U.S. dollar principal payments upon maturity.  The fair value of this swap wasis an asset of $2.1$11.3 million at October 1, 2017April 2, 2023 and is recorded in prepaid expenses and other non-currentcurrent assets on the Condensed Consolidated Balance Sheet. Changes in the fair value of this financial instrument are recognized in accumulated other comprehensive income (loss) to offset the change in the carrying amount of the net investment being hedged. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated.



Assets and liabilities measured at fair value are based on one or more of three valuation techniques. The three valuation techniques are as follows:


Market approach - prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
●Market approach - prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
Cost approach - amount that would be required to replace the service capacity of an asset or replacement cost.
●Cost approach - amount that would be required to replace the service capacity of an asset or replacement cost.
Income approach - techniques to convert future amounts to a single present amount based on market expectations, including present value techniques, option-pricing and other models.
●Income approach - techniques to convert future amounts to a single present amount based on market expectations, including present value techniques, option-pricing and other models.



The Company primarily applies the income approach for interest rate derivatives for recurring fair value measurements and attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.


The fair value of our interest rate and cross currency rate swap contract iscontracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets and are categorized as Level 2.


Note 8.
Note 9.  Long-Term Debt and Commitments



The following is a summary of long-term debt:

(in millions of dollars)
 
Apr. 2,
2023
  
Dec. 31,
2022
 
Secured Credit Agreement:      
Term Loan due 2027, net of unamortized deferred financing costs of $2.9 million and $3.1 million
 $540.2  $543.5 
         
Senior Notes:        
5.00% due 2028, net of unamortized deferred financing costs of  $4.5 million and $4.7 million
  395.5   395.3 
Other debt  3.5   3.8 
Total  939.2   942.6 
Less: Current maturities  14.5   14.5 
Total long-term debt $924.7  $928.1 

  
Oct. 1,
2017
  
December 31,
2016
 
  (millions of dollars) 
Term Loan Facility-Variable Tranche due February 14, 2024, net of unamortized discount and deferred financing costs of $23.5 million and $25.8 million $684.5  $762.3 
Term Loan Facility- Fixed Tranche due May 9, 2021, net of unamortized discount of $0.5 million and $0.6 million  299.5   299.4 
Japan Loan Facilities  5.8   5.8 
China Loan Facilities  6.9   9.2 
Total $996.7  $1,076.7 
Less: Current maturities  6.5   6.8 
Long-term debt $990.2  $1,069.9 


On May 9, 2014, in connection with the acquisition of AMCOL International Corporation (“AMCOL”),August 11, 2022, the Company entered into a Refinancing Facility Agreement (the “Amendment”) to amend the Company’s previous credit agreement providing(the “Previous Credit Agreement”; the previous credit agreement, as amended by the Amendment, being the “Amended Credit Agreement”). The Amendment provides for, among other things, a $1,560new senior secured revolving credit facility with aggregate commitments of $300 million (the “Revolving Facility”), a portion of which may be used for the issuance of letters of credit and swingline loans, and a new senior secured term loan facility with aggregate commitments of $550 million (the “Term Loan Facility” and, together with the Revolving Facility, the “Senior Secured Credit Facilities”). The Revolving Facility and the Term Loan Facility replaced the facilities under the Previous Credit Agreement, which provided for, among other things, a $788 million senior secured floating rate term loan facility and a $200$300 million senior secured revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Facilities”).

On June 23, 2015, the Company entered into an amendment (the “First Amendment”) to the credit agreement to reprice the $1.378 billion then outstanding on the Term Facility.  As amended, the Term Facility had a $1.078 billion floating rate tranche and a $300 million fixed rate tranche.  On February 14, 2017, the Company entered into an amendment (the “Second Amendment”) to the credit agreement to reprice the $788 million floating rate tranche then outstanding, which extended thefacility. The maturity and lowered the interest costs by 75 basis points.   Following the Second Amendment, the loans outstanding under the floating rate tranche of the Term Facility will mature on February 14, 2024, the loans outstanding under the fixed rate tranche of the Term Facility will mature on May 9, 2021 and the loans outstanding (if any) and commitments under the Revolving Facility will mature and terminate, as the case may be, on May 9, 2019.  After the Second Amendment,date for loans under the floating rate tranche of the Term Facility bear interest at a rate equal to an adjusted LIBOR rate (subject to a floor of 0.75%) plus an applicable margin equal to 2.25% per annum.  Senior Secured Credit Facilities is August 11, 2027.
12
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



Loans under the fixed rate tranche of the Term Facility bear interest at a rate of 4.75%.   Loans under the Revolving FacilitySenior Secured Credit Facilities will bear interest at a rate equal to, at the election of the Company, Term SOFR plus a credit spread adjustment equal to 0.100% plus an adjusted LIBORapplicable margin equal to 1.500% per annum or a base rate plus an applicable margin equal to 1.75%0.500% per annum.  Such rates areannum, subject in each case to decrease by up to (a) an increase of 25 basis points in the event that, and for so long as, the Company’s net leverage ratio (as defined in the credit agreement)Amended Credit Agreement) is greater than or equal to 3.00 to 1.00 as of the last day of the preceding fiscal quarter, (b) a decrease of 12.5 basis points in the event that, and for so long as, the net leverage ratio is less than certain thresholds.  The floating rate tranche2.00 to 1.00 and greater than or equal to 1.00 to 1.00 as of the Term Facility was issued at par and the fixed rate tranchelast day of the Term Facility was issued at a 0.25% discountpreceding fiscal quarter and (c) an decrease of 25 basis points in connection with the First Amendment.  The variable rate trancheevent that, and for so long as, the net leverage ratio is less than 1.00 to 1.00 as of the Term Facility was issued at a 0.25% discount in connection withlast day of the Second Amendment.  The variable rate tranche has a 1% required amortization per year.preceding fiscal quarter.  The Company will pay certain fees under the Amended Credit Agreement, including (a) a commitment fee of 0.250% per annum on the undrawn portion of the Revolving Facility (subject to a step-up to 0.300% and step-downs to 0.175% and 0.150% at the same levels described above), (b) a fronting fee of 0.125% per annum on the average daily undrawn amount of, plus unreimbursed amounts in respect of disbursements under, letters of credit agreement, includingissued under the Revolving Facility and (c) customary annual administration fees.  The loans under the fixed rate tranche of the Term Facility are subject to prepayment premiums in the event of certain prepayments prior to the third anniversary of the effective date of the First Amendment. The obligations of the Company under the Senior Secured Credit Facilities are unconditionally guaranteed jointly and severally by, subject to certain exceptions, all material domestic subsidiaries of the Company (the “Guarantors”) and secured, subject to certain exceptions, by a security interest in substantially all of the tangible and intangible assets of the Company and the Guarantors.


As of April 2, 2023, there were $115.0 million in loans and $10.5 million in letters of credit outstanding under the Revolving Facility.

12
On June 30, 2020, the Company issued $400 million aggregate principal amount of 5.0% Senior Notes due 2028 (the “Notes”).  The Notes were issued pursuant to an indenture, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”).  The Notes bear an interest rate of 5.0% per annum payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021.  The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic restricted subsidiaries that is a borrower under or that guarantees the Company’s obligations under its Senior Secured Credit Facilities or that guarantees the Company’s or any of the Company’s wholly owned domestic subsidiaries’ long-term indebtedness in an aggregate amount in excess of $50 million.
Index

MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


At any time and from time to time prior to July 1, 2023, the Company may redeem some or all of the Notes for cash at a redemption price equal to 100% of their principal amount, plus the “make-whole” premium described in the Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning on July 1, 2023, the Company may redeem some or all of the Notes at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time and from time to time prior to July 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the Notes with funds from one or more equity offerings at a redemption price equal to 105% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.


If the Company experiences a change of control (as defined in the indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.


The credit agreement containsAmended Credit Agreement and the Indenture both contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions.actions, as well as customary events of default. In addition, the credit agreementAmended Credit Agreement contains a financial covenantcovenants that requiresrequire the Company if onto maintain, as of the last day of any fiscal quarter, loans or letters of credit were outstanding under the Revolving Facility (excluding up to $15 million of letters of credit), to maintain (x) a maximum net leverage ratio (as defined in the credit agreement)Amended Credit Agreement) of initially, 5.254.00 to 1.00 for the four fiscal quartersquarter period preceding such day. Such maximum net leverage ratio requirement is subjectday (subject to decrease during the duration of the facilityan increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions) and (y) a minimum level (when applicable)interest coverage ratio (as defined in the Amended Credit Agreement) of 3.503.00 to 1.00.  During the first nine months of 2017, the Company repaid $80 million on its Term Facility.  As of October 1, 2017, there were no loans and $12.0 million in letters of credit outstanding under the Revolving Facility. The Company is in compliance with all the covenants associated withcontained in the Revolving Facility as of the end ofAmended Credit Agreement throughout the period covered by this report.



The Company has four committed loan facilities for the funding of new manufacturing facilities in China, comprised of facilities of 94.8 million RMB, or approximately $10.3 million, and a $1.8 million facility.  In December 2016, the Company entered into a committed loan facility in Japan in the amount of 680 million Yen (approximately $5.8 million).Japan. As of October 1, 2017, on a combined basis, $12.6April 2, 2023, $1.9 million was outstanding under thesethis loan facilities.facility.  Principal will be repaid in accordance with the payment schedulesschedule ending in 2021.2026.  The Company repaid $3.0$0.1 million on this facility during the first three months of 2023.


As part of the Concept Pet acquisition, the Company assumed $1.9 million in long-term debt, recorded at fair value, consisting of two terms loans, one that matures in 2025 and one that matures in 2027.  Both loans have annual payments and carry a variable interest rate. The Company repaid $0.2 million on these loans induring the first ninethree months of 2017.2023.

13
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



As of October 1, 2017,April 2, 2023, the Company had $36.3$25.4 million in uncommitted short-term bank credit lines, of which approximately $6.2$3.6 million waswere in use.

Note 9.Benefit Plans



Note 10.  Benefit Plans


The Company and its subsidiaries have pension plans covering the majority of eligible employees on a contributory or non-contributory basis.  The Company also provides postretirement health care and life insurance benefits for the majority of its U.S. retired employees.  Disclosures for the U.S. plans have been combined with those outside of the U.S. as the international plans do not have significantly different assumptions, and together represent less than 25%20% of our total benefit obligation.
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Components of Net Periodic Benefit Cost


 Pension Benefits 
  Three Months Ended 
(in millions of dollars) 
Apr. 2,
2023
  
Apr. 3,
2022
 
Service cost $1.2  $1.8 
Interest cost  3.9   2.4 
Expected return on plan assets  (4.5)  (5.7)
Amortization:        
Prior service cost  —   0.1 
Recognized net actuarial loss  0.6   1.5 
Net periodic benefit cost $1.2  $0.1 

 Post-Retirement Benefits 
  Three Months Ended 
(in millions of dollars) 
Apr. 2,
2023
  
Apr. 3,
2022
 
Service cost $—  $— 
Interest cost  —   — 
Amortization:        
Recognized net actuarial (gain)  (0.1)  (0.1)
Net periodic benefit cost $(0.1) $(0.1)

  Pension Benefits 
  Three Months Ended  Nine Months Ended 
  
Oct. 1,
2017
  
Oct. 2,
2016
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  
(millions of dollars)
 
Service cost $1.4  $1.7  $5.5  $6.3 
Interest cost  3.0   3.1   9.2   9.8 
Expected return on plan assets  (4.5)  (4.6)  (13.6)  (13.9)
Amortization:                
Prior service cost  0.5   0.2   1.7   0.6 
Recognized net actuarial loss  2.1   2.5   6.3   7.6 
Net periodic benefit cost $2.5  $2.9  $9.1  $10.4 
  Other Benefits 
  Three Months Ended  Nine Months Ended 
  
Oct. 1,
2017
  
Oct. 2,
2016
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  
(millions of dollars)
 
Service cost $0.1  $0.1  $0.2  $0.3 
Interest cost  0.1   0.1   0.2   0.3 
Amortization:                
Prior service cost  (0.8)  (0.8)  (2.3)  (2.3)
Recognized net actuarial (gain) loss  (0.1)  (0.1)  (0.2)  (0.2)
Net periodic benefit cost $(0.7) $(0.7) $(2.1) $(1.9)

Amortization amounts of prior service costs and recognized net actuarial losses are recorded, net of tax, as increases to accumulated other comprehensive income.


Employer Contributions


The Company expects to contribute approximately $10$10.0 million to its pension plans and $0.6 $0.5 million to its other postretirement benefit plans in 2017.2023.  As of October 1, 2017, $5.3April 2, 2023, approximately $1.1 million has been contributed to the pension plans and approximately $0.1 million hasno contributions have been contributedmade to the other postretirement benefit plans.



Note 10.
Note 11.  Comprehensive Income



The following table summarizes the amounts reclassified out of accumulated other comprehensive income (loss)loss attributable to the Company:

 Three Months Ended 
(in millions of dollars) 
Apr. 2,
2023
  
Apr. 3,
2022
 
Amortization of pension items:      
Pre-tax amount $0.5  $1.5 
Tax  (0.1)  (0.3)
Net of tax $0.4  $1.2 

 Three Months Ended  Nine Months Ended 
Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss) 
Oct. 1,
2017
  
Oct. 2,
2016
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  (millions of dollars) 
Amortization of pension items:            
Pre-tax amount $1.7  $1.8  $5.5  $5.7 
Tax  (0.7)  (0.6)  (1.8)  (1.9)
Net of tax $1.0  $1.2  $3.7  $3.8 
14
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The pre-tax amounts in the table above are included within the components of net periodic pension benefit cost (see Note 910 to the Condensed Consolidated Financial Statements) and the tax amounts are included within the provision for taxes on income line within the Condensed Consolidated Statements of Income.

14
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The major components of accumulated other comprehensive income (loss),loss, net of related tax, attributable to MTI are as follows:

(in millions of dollars) 
Foreign Currency
Translation Adjustment
  
Unrecognized
Pension Costs
  
Net Gain (Loss)
on Derivative Instruments
  Total 
Balance as of December 31, 2022
 $(345.7) $(34.4) $13.6  $(366.5)
                 
Other comprehensive income (loss) before reclassifications  9.7   —   (2.4)  7.3 
Amounts reclassified from AOCI  —   0.4   —   0.4 
Net current period other comprehensive income (loss)  9.7   0.4   (2.4)  7.7 
Balance as of April 2, 2023
 $(336.0) $(34.0) $11.2  $(358.8)
  Foreign Currency Translation Adjustment  Unrecognized Pension Costs  Net Gain (Loss) on Cash Flow Hedges  Total 
  (millions of dollars) 
             
Balance as of December 31, 2016 $(147.3) $(78.0) $4.2  $(221.1)
                 
Other comprehensive income (loss) before reclassifications  32.8   -   (0.2)  32.6 
Amounts reclassified from AOCI  -   3.7   -   3.7 
Net current period other comprehensive income (loss)  32.8   3.7   (0.2)  36.3 
Balance as of October 1, 2017 $(114.5) $(74.3) $4.0  $(184.8)


Note 11.Accounting for Asset Retirement Obligations
Note 12.  Contingencies


The Company records asset retirement obligations for situations in which the Company will be required to incur costs to retire tangible long-lived assets. The fair value of the liability for an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.

The Company also records liabilities related to land reclamation as a part of asset retirement obligations. The Company mines various minerals using a surface mining process that requires the removal of overburden.  In certain areas and under various governmental regulations, the Company is obligated to restore the land comprising each mining site to its original condition at the completion of the mining activity.  The obligation is adjusted to reflect the passage of time, mining activities, and changes in estimated future cash outflows.

The following is a reconciliation of asset retirement obligations as of October 1, 2017:

    
  (millions of dollars) 
Asset retirement liability, December 31, 2016 $21.5 
Accretion expense  2.4 
Payments  (1.8)
Foreign currency translation  0.4 
Asset retirement liability,  October 1, 2017 $22.5 

The asset retirement costs are capitalized as part of the carrying amount of the associated asset.  The current portion of the liability of approximately $1.9 million is included in other current liabilities and the long-term portion of the liability of approximately $20.6 million is included in other non-current liabilities in the Condensed Consolidated Balance Sheet as of October 1, 2017.

Note 12.Contingencies


The Company is party to a number of lawsuits arising in the normal course of our business.

On May 8, 2013, Armada (Singapore) PTE Limited, an ocean shipping company now in bankruptcy ("Armada") filed a case in federal court in the Northern District of Illinois against AMCOL The Company and certain of its subsidiaries ( Armada (Singapore) PTE Limited v. AMCOL International Corp., et al., United States District Court for the Northern District of Illinois , Case No. 13 CV 3455).  We acquired AMCOL and its subsidiaries on May 9, 2014. A co-defendant is Ashapura Minechem Limited, a company located in Mumbai, India (“AML”).  During the relevant time period, 2008-2010, AMCOL owned slightly over 20% of the outstanding AML stock through December 2009, after which it owned approximately 19%.  In 2008, AML entered into two contracts of affreightment (“COA”) with Armada for over 60 ship loads of bauxite from India to China.  After one shipment, AML made no further shipments, which led Armada to file arbitrations in London against AML, one for each COA. AML did not appear in the London arbitrations and default awards of approximately $70 million were entered.  The litigation filed by Armada against AMCOL and AML relates to these awards, which AML has not paid.  The substance of the allegations by Armada is that AML and AMCOL engaged in illegal conduct to thwart Armada’s efforts to collect the arbitration award.  AMCOL won a motion for judgement on the pleadings that resulted in the successful dismissal of all but one count in the complaint, including a dismissal of all counts alleging violations of Illinois’ Fraudulent Transfer laws and federal RICO violations. Armada has filed an appeal of the dismissal and the district court proceedings are stayed pending the appeal. We have accrued an estimate of potential damages for the Armada lawsuit, the amount of which was not material to our financial position, results of operations or cash flows.
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Certain of the Company'sCompany’s subsidiaries are among numerous defendants in a number of cases seeking damages for alleged exposure to silica orasbestos-containing materials related to asbestos containing materials. The Company currently has three pending silica cases and 22 pending asbestos cases.  To date, 1,493 silica cases and 50talc products sold by the Company’s subsidiary Barretts Minerals Inc. As of April 2, 2023, we had 460 open asbestos cases have been dismissed, notrelated to certain talc products previously sold by Barretts Minerals Inc., which is an increase in volume from previous years. These claims typically allege various theories of liability, including any lawsuits against AMCOL or American Colloid Company dismissed prior to our acquisition of AMCOL.  Two new asbestosnegligence, gross negligence and strict liability and seek compensatory and, in some cases, were filed in the third quarter of 2017 and one additional asbestos case was filed subsequent to the close of the quarter. No asbestos or silica cases were dismissed during the quarter.  Mostpunitive damages, but most of these claims do not provide adequate information to assess their merits, the likelihood that the Company will be found liable, or the magnitude of such liability, if any. Additional claims of this nature may be made against the Company or its subsidiaries. At this time management anticipates that the amount of the Company's liability, if any, and the cost of defending such claims, will not have a material effect on its financial position or results of operations.

The Company has settled only one silica lawsuit, for a nominal amount, and no asbestos lawsuits to date (not including any that may have been settled by AMCOL prior to completion of the acquisition). We are unable to state an amount or range of amounts claimed in any of thethese lawsuits because state court pleading practices do not require identifyingthe plaintiff to identify the amount of the claimed damage. The aggregate costCompany’s position, as stated publicly, is that the talc products sold by Barretts Minerals Inc. are safe and do not cause cancer.


The Company records accruals for loss contingencies associated with legal matters, including talc-related litigation, when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. Amounts accrued for legal contingencies often result from a complex series of judgments about future events and uncertainties that rely heavily on estimates and assumptions including timing of related payments. The ability to make such estimates and judgments can be affected by various factors, including whether damages sought in the proceedings are unsubstantiated or indeterminate, the stage of the litigation, the factual and legal matters in dispute, the ability to achieve comprehensive settlements, the availability of co-defendants with substantial resources and assets participating in the litigation, and our evaluation of the unique attributes of each claim.


While costs relating to the Company for the legal defense of thesetalc-related cases since inception continues to be insignificant. Thehas increased concurrently with the volume, the majority of thethese costs of defense for these cases, excluding cases against AMCOL or American Colloid, are reimbursedhave historically been borne by Pfizer Inc. pursuant to the terms of certain agreements entered into in connection with the Company'sCompany’s initial public offering in 1992. The Company is entitled to indemnification, pursuant to agreement, for liabilities related to sales prior to the initial public offering. OfThe Company continues to receive information with respect to potential costs associated with the 22 pending asbestosdefense and/or settlement of talc-related cases 15 of the non-AMCOL cases arenot subject to indemnification from Pfizer Inc. Although the Company believes that the talc products are safe and that claims to the contrary are without merit, Barretts Minerals Inc. opportunistically settled certain talc-related cases in whole or2022 and 2023. As a result of these settlements and defense costs incurred to date, the Company reviewed its estimates of the probability and amount of losses in part, becauseconnection with its existing talc-related cases and recorded $31 million for litigation costs in the plaintiffs claim liability based on salesthird quarter of 2022 to defend against, opportunistically settle, and establish a reserve for claims associated with certain talc products that occurred either entirely before the initial public offering, or both beforefrom Barretts Minerals Inc.


The broader litigation and after the initial public offering. In the six remaining non-AMCOL cases, the plaintiffs have not alleged dates of exposure. The remaining caseregulatory environments for talc-related claims continue to evolve. Given this ongoing evolution, it is an AMCOL case, which makes no allegation with respect to periods of exposure.  Our experience has beenreasonably possible that the Company will incur a loss for liabilities associated with future talc claims in excess of the amount currently recognized. This risk is not liable to plaintiffs in any of these lawsuits andbased on the potential for new talc-related claims that could eventually be filed against the Company does not expect to pay any settlements or jury verdicts in these lawsuits.
Environmental Matters

On April 9, 2003,together with their associated disposition cost and related legal costs, taking into account the Connecticut Department of Environmental Protection issued an administrative consent order relating to our Canaan, Connecticut, plant where both our Refractories segment and Specialty Minerals segment have operations.  We agreed to the order, which includes provisions requiring investigation and remediation of contamination associated with historic use of polychlorinated biphenyls ("PCBs") and mercury at a portion of such hypothetical claims that may be subject to indemnification by Pfizer Inc. These factors are unknown and may vary depending upon, among other things, changes in the site.  We have completedregulatory and litigation environments for talc-related claims. Accordingly, the required investigations and submitted several reports characterizing the contamination and assessing site-specific risks.  We are awaiting regulators’ approvalCompany is currently unable to provide an estimate or range of the risk assessment report, which will form the basis for a proposal by the Company concerning eventual remediation.

We believe that the most likely form of overall site remediation will be to leave the existing contamination in place (with some limited soil removal), encapsulate it, and monitor the effectivenessmagnitude of the encapsulation.  We anticipate that a substantial portion of the remediation cost will be borne by the United States based on its involvement at the site from 1942 – 1964, as historic documentation indicates that PCBs and mercury were first used at the facility at a time of U.S. government ownership for production of materials needed by the military.  PursuantCompany’s potential loss related to a Consent Decree entered on October 24, 2014, the United States paid the Company $2.3 million in the 4th quarter of 2014 to resolve the Company’s claim for response costs for investigation and initial remediation activities at this facility through October 24, 2014.  Contribution by the United States to any future costs of investigation or additional remediation has, by agreement, been left unresolved.  Though the cost of the likely remediation remains uncertain pending completion of the phased remediation decision process, we have estimated that the Company’s share of the cost of the encapsulation and limited soil removal described above would approximate $0.4 million, which has been accrued as of October 1, 2017.talc claims.

The Company is evaluating options for upgrading the wastewater treatment facilities at its Adams, Massachusetts plant.  This work has been undertaken pursuant to an administrative Consent Order originally issued by the Massachusetts Department of Environmental Protection (“DEP”) on June 18, 2002.  This order was amended on June 1, 2009 and on June 2, 2010.  The amended Order includes the investigation by January 1, 2022 of options for ensuring that the facility's wastewater treatment ponds will not result in unpermitted discharge to groundwater.  Additional requirements of the amendment include the submittal by July 1, 2022 of a plan for closure of a historic lime solids disposal area.  Preliminary engineering reviews completed in 2005 indicate that the estimated cost of wastewater treatment upgrades to operate this facility beyond 2024 may be between $6 million and $8 million.  The Company estimates that the remaining remediation costs would approximate $0.4 million, which has been accrued as of October 1, 2017.
16
15
Index
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Unaudited)
The Company and its subsidiaries are not party to any other material pending legal proceedings, other than routine litigation incidental to their businesses.


Note 13.Non-controlling interests


The following is a reconciliation of beginning and ending total equity, equity attributable to MTI, and equity attributable to non-controlling interests:

  Equity Attributable to MTI       
  
Common
Stock
  
Additional
Paid-in
Capital
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Income (Loss)
  
Treasury
Stock
  
Non-controlling
Interests
  Total 
  (millions of dollars) 
Balance as of December 31, 2016 $4.8  $400.0  $1,419.1  $(221.1) $(596.3) $$ 24.4  $1,030.9 
                             
Net income  -   -   119.3   -   -   3.0   122.3 
Other comprehensive income (loss)  -   -   -   36.3   -   1.0   37.3 
Dividends declared  -   -   (5.3)  -   -   -   (5.3)
Dividends to non-controlling interests  -   -   -   -   -   (2.4)  (2.4)
Issuance of shares pursuant to employee stock compensation plans  0.1   14.4   -   -   -   -   14.5 
Stock based compensation  -   5.6   -   -   -   -   5.6 
Purchase of common stock  -       -   -   (0.7)  -   (0.7)
Balance as of October 1, 2017 $4.9  $420.0  $1,533.2  $(184.8) $(597.0) $26.0  $1,202.3 

The income attributable to non-controlling interests for the nine-month periods ended October 1, 2017 and October 2, 2016 was from continuing operations. The remainder of income was attributable to MTI.

Note 14.
Note 13.  Segment and Related Information



On a regular basis the Company reviews its segments and the approach used by the chief operating decision maker, the Company's Chief Executive Officer, to assess performance and allocate resources. Accordingly, in the first quarter of 2017,Effective January 1, 2023, the Company realigned its business reporting structure and reorganized into two segments, Consumer & Specialties and Engineered Solutions. Following the realignment, the two new segments consist of the following businesses:


The Consumer & Specialties segment serves consumer end markets directly, and also provides mineral-based solutions and technologies that are essential to our customers’ products. The two product lines in this segment are Household & Personal Care - our mineral-to-shelf products that serves pet care, personal and household care, fluid purification and other consumer oriented businesses, and Specialty Additives, delivering functional additives to a variety of consumer and industrial end markets including paper, packaging, construction, automotive, and consumer markets including food and pharmaceuticals.


The Engineered Solutions segment combines all engineered systems, mineral blends, and technologies that are designed to aid in customer processes and projects. The two product lines in this segment are High-Temperature Technologies – combining all of our mineral-based blends, technologies, and systems serving the foundry, steel, glass, aluminum and other high-temperature processing industries, and Environmental & Infrastructure, which includes environmental and remediation solutions such as geosynthetic clay lining systems, water remediation technologies as well as drilling, commercial building and infrastructure-related products.


We believe the new structure better aligns our businesses and technologies with our customers and end markets and creates a more efficient and effective management structure for its Performance Materials and Construction Technologies business units to better reflectthat reflects the way performance is evaluated and resources allocated. As a result, all of the product lines within these business segments were combined into one operating segment.  Presented below are the restated financial results, by product line, of this operating segment for each quarter of 2016 to conform to the current management structure.allocated.

 2016 Quarters  Full Year 
  First  Second  Third  Fourth  2016 
  (millions of dollars ) 
                
Net sales               
Metalcasting $60.0  $68.0  $63.1  $66.9  $258.0 
Household, Personal Care & Specialty Products  45.3   44.0   42.1   39.8   171.2 
Environmental Products  13.4   26.5   24.6   14.4   78.9 
Building Materials  20.4   19.7   16.9   17.1   74.1 
Basic Minerals  20.5   24.3   22.3   36.8   103.9 
Performance Materials Segment $159.6  $182.5  $169.0  $175.0  $686.1 
                     
Income from operations                    
Performance Materials Segment $28.2  $33.3  $30.2  $29.4  $121.1 
% of  Sales  17.7%  18.2%  17.9%  16.8%  17.7%


17
MINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company now has fourtwo reportable segments: Specialty Minerals, Performance Materials, RefractoriesConsumer & Specialties and Energy Services.  Engineered Solutions. See Note 1 to the Condensed Consolidated Financial Statements. Segment information for the three and nine-monththree-month periods ended October 1, 2017April 2, 2023 and October 2, 2016April 3, 2022  is as follows:


  Three Months Ended  Nine Months Ended 
  
Oct. 1,
2017
  
Oct. 2,
2016
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  (millions of dollars) 
Net Sales            
Specialty Minerals $147.7  $147.3  $440.9  $453.5 
Refractories  68.9   63.4   208.0   206.5 
Performance Materials  188.8   169.0   539.0   511.1 
Energy Services  19.0   19.8   55.6   65.6 
Total $424.4  $399.5  $1,243.5  $1,236.7 
                 
Income (Loss) from Operations                
Specialty Minerals $26.6  $27.8  $77.9  $81.1 
Refractories  9.9   10.1   29.6   27.2 
Performance Materials  30.6   30.2   91.6   91.7 
Energy Services  2.3   2.6   4.8   (27.0)
Total $69.4  $70.7  $203.9  $173.0 
 Three Months Ended 
(in millions of dollars) 
Apr. 2,
2023
  
Apr. 3,
2022
 
Net Sales      
Consumer & Specialties $297.3  $283.5 
Engineered Solutions  248.8   235.6 
Total $546.1  $519.1 
         
Income from Operations        
Consumer & Specialties $32.2  $31.3 
Engineered Solutions  35.3   37.3 
Total $67.5  $68.6 



A reconciliation of the totals reported for the operating segments to the applicable line items in the condensed consolidated financial statements is as follows:

 Three Months Ended 
(in millions of dollars) 
Apr. 2,
2023
  
Apr. 3,
2022
 
Income from operations for reportable segments $67.5  $68.6 
Acquisition related expenses  (0.1)  (1.6)
Unallocated and other corporate expenses  (4.4)  (0.8)
Consolidated income from operations  63.0   66.2 
Non-operating deductions, net  (15.3)  (10.2)
Income before tax and equity in earnings $47.7  $56.0 
  Income From Operations Before Provision For Taxes on Income 
  Three Months Ended  Nine Months Ended 
  
Oct. 1,
2017
  
Oct. 2,
2016
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  (millions of dollars) 
Income from operations for reportable segments $69.4  $70.7  $203.9  $173.0 
Acquisition related transaction and integration costs  (0.5)  (1.9)  (2.8)  (5.1)
Unallocated corporate expenses  (2.1)  (1.5)  (4.1)  (3.5)
Consolidated income from operations  66.8   67.3   197.0   164.4 
Non-operating deductions, net  (12.2)  (14.0)  (39.8)  (39.7)
Income from continuing operations before provision for taxes on income $54.6  $53.3  $157.2  $124.7 


18
16
IndexMINERALS TECHNOLOGIES INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


The Company's sales by product category are as follows:


  Three Months Ended  Nine Months Ended 
  
Oct. 1,
2017
  
Oct. 2,
2016
  
Oct. 1,
2017
  
Oct. 2,
2016
 
  (millions of dollars) 
Paper PCC $96.3  $95.3  $282.0  $295.5 
Specialty PCC  16.4   16.4   50.8   50.2 
Talc  12.7   13.9   41.0   42.7 
Ground Calcium Carbonate  22.3   21.7   67.1   65.1 
Refractory Products  56.6   51.0   169.4   163.3 
Metallurgical Products  12.3   12.4   38.6   43.2 
Metalcasting  73.6   63.1   215.9   191.1 
Household, Personal Care & Specialty Products  42.5   42.1   123.3   131.4 
Basic Minerals  31.2   22.3   90.5   67.1 
Environmental Products  21.6   24.6   51.8   64.5 
Building Materials  19.9   16.9   57.5   57.0 
Energy Services  19.0   19.8   55.6   65.6 
Total $424.4  $399.5  $1,243.5  $1,236.7 
 Three Months Ended 
(in millions of dollars) 
Apr. 2,
2023
  
Apr. 3,
2022
 
Household & Personal Care $129.2  $120.4 
Specialty Additives  168.1   163.1 
High-Temperature Technologies  178.6   169.9 
Environmental & Infrastructure  70.2   65.7 
Total $546.1  $519.1 


19


REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TheTo the Shareholders and Board of Directors and Shareholders
Minerals Technologies Inc.:


Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheet of Minerals Technologies Inc. and subsidiaries (the Company) as of October 1, 2017,April 2, 2023, the related condensed consolidated statements of income, and comprehensive income, for the three-monthchanges in shareholders’ equity, and nine-month periods ended October 1, 2017 and October 2, 2016, and the related condensed consolidated statements of cash flows for the nine-monththree-month periods ended October 1, 2017April 2, 2023 and October 2, 2016.  These condensedApril 3, 2022, and the related notes (collectively, the consolidated interim financial statementsinformation). Based on our reviews, we are not aware of any material modifications that should be made to the responsibility of the Company's management.consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.


We conducted our reviewhave previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the consolidated balance sheet of the Company as of December 31, 2022, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 17, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2022 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States),PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Minerals Technologies Inc. and subsidiaries as of December 31, 2016, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 17, 2017, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2016 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.


/s/ KPMG LLP


New York, New York
November 3, 2017April 28, 2023

20
18
Index
ITEM 2.
Management'sITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary


ConsolidatedOur consolidated sales for the thirdfirst quarter of 2017 grew 6% to $424.42023 were $546.1 million, an increase of 5% as compared with $399.5$519.1 million in the prior year. Foreign exchange had an unfavorable impact on sales of approximately $14 million, or 3 percentage points as compared with prior year.  Income from operations was $66.8$63.0 million and represented 11.5% of sales, as compared with $67.3$66.2 million and 12.8% of sales in the prior year.  Included in income from operations for the first quarter of 2023 and 2022, respectively, were $0.1 million and $1.6 of acquisition related expenses.  Net income was $41.7$37.0 million, as compared to $41.6$44.1 million in the thirdfirst quarter of 2016.2022.  Diluted earnings in the thirdfirst quarter ended April 2, 2023 were $1.17$1.14 per share, as compared with $1.18$1.33 per share in the prior year.first quarter of 2022.

Long-term debt First quarter 2023 results were solid as of October 1, 2017 was $996.7 million.  During the first nine months of 2017, we repaid $80 million of our Term Loan debt, for total repayments of $560 million since the acquisition of AMCOL International Corporation (“AMCOL”)Company continued to deliver on its strategic growth initiatives driven by multi-year advancements in 2014.new product development, positioning in growth markets and geographies, geographic penetration and growth from acquisitions.

Our balance sheet continues to be strong.  Cash, cash equivalents and short-term investments were $215$255.9 million as of October 1, 2017.  Our intention continuesApril 2, 2023 and the Company had more than $400 million of available liquidity, including cash on hand as well as availability under its revolving credit facility.  We believe that these factors will allow us to be to maintain a balanced approach to capital deployment, by using excess cash flow for investments in growth, continued debt reduction and selective share repurchases.meet our anticipated funding requirements.


Outlook

Looking forward, we remain cautious about the state of the global economy and the impact it will have on our product lines.

The Company will also continue to focus on innovation and new product development and other opportunities for sales growth in 2017 from itsour existing businesses in 2023, as follows:

Consumer & Specialties Segment

·●Develop multiple high-filler technologies underIncrease our presence and market share in global pet litter products, particularly in emerging markets.
●Deploy new products in pet care such as lightweight litter.
●Increase our sales of calcium carbonate products by further penetration into filling and coating applications in the FulFill® platform of products, to increase the fill rate in freesheet paper and continue to progress with commercial discussions and full-scale paper machine trials.packaging markets.
·●
DevelopPromote the Company's expertise in crystal engineering by developing crystal morphologies that help our customers achieve functional benefits.
●Deploy new calcium carbonate products in paint, coating and packaging applications.
●Continue developing products and processes for waste management and recycling opportunities to reduce the environmental impact of the paper mill, reducefor our customers by reducing energy consumption and improve the sustainability of the papermaking process, including our NewYield®their products.
·●Further penetration into the packaging segment of the paper industry.Continue to develop innovative applications for our bleaching earth products for edible oil and biofuel industries.
·●Develop new mineral-based solutions for personal care applications.
●Increase our sales of PCCpresence and market share in globally for paper by further penetration of the marketsretinol delivery technology for paper filling at both freesheetpersonal care applications.
●Expand our bentonite product solutions for animal health applications.
●Increase our presence and  groundwood mills,market share in fabric care, particularly in emerging markets.

Engineered Solutions Segment

·Expand the Company's PCC coating product line using the satellite model.
·●Increase our presence and gain penetration of our bentonite basedbentonite-based foundry customers for the Metalcastingmetalcasting industry in emerging markets, such as China and India.
·Increase our presence and market share in global pet care products, particularly in emerging markets.
·Deploy new products in pet care such as lightweight litter.
·Promote the Company's expertise in crystal engineering, especially in helping papermakers customize PCC morphologies for specific paper applications.
·Expand PCC produced for paper filling applications by working with industry partners to develop new methods to increase the ratio of PCC for fiber substitutions.
·Develop unique calcium carbonate and talc products used in the manufacture of novel biopolymers, a new market opportunity.
·Deploy new talc and GCC products in paint, coating and packaging applications.
·●Deploy value-added formulations of refractory materials that not only reduce costs but improve performance.
·Expand our solid core wire product line into BRIC, Middle Eastern and other Asian countries.
·●Deploy our laser measurement technologies into new applications.
·●Expand our refractory maintenance model to other steel makers globally.
·●Increase our presence and market share in Asia and in the global powdered detergent market.
·Continue the development of our proprietary Enersol® FLUORO-SORB® products for agricultural applications worldwide.which remediate contamination of Per-and polyflouroalkyl substances (PFAS) and Perflourooctane sulfanate (PFOS).
·●Pursue opportunities for our products in environmental and building and construction markets in the Middle East, Asia Pacific and South America regions.
·●Increase our presence and market share for geosynthetic clay liners within the Environmental Products product line.globally.
·●IncreaseContinue expansion of our presence and market penetration in filtration and well testing within the Energy Services segment.drilling product solutions, including geothermal alternative energy project applications.

All Segments

·●Increase global market share in services for the offshore produced water and filtration markets.
21
·DeployFurther operational excellence principles into all aspects of the organization, including system infrastructure and lean principles.
·●Continue to explore selective acquisitions to fit our core competencies in minerals and fine particle technology.our core technologies.
19

However, there can be no assurance that we will achieve success in implementing any one or more of these opportunities.


Results of Operations


Three months ended October 1, 2017April 2, 2023 as compared with three months ended October 2, 2016April 3, 2022


Consolidated Income Statement Review

 Three Months Ended    
 (in millions of dollars) 
Apr. 2,
2023
  
Apr. 3,
2022
  
%
Change
 
Net sales $546.1  $519.1   5%
Cost of sales  425.4   397.4   7%
Production margin  120.7   121.7   (1)%
Production margin %  22.1%  23.4%    
             
Marketing and administrative expenses  52.3   48.8   7%
Research and development expenses  5.3   5.1   4%
Acquisition related expenses  0.1   1.6   (94)%
             
Income from operations  63.0   66.2   (5)%
Operating margin %  11.5%  12.8%    
             
Interest expense, net  (14.2)  (9.8)  45%
Other non-operating deductions, net  (1.1)  (0.4)  175%
Total non-operating deductions, net  (15.3)  (10.2)  50%
             
Income before tax and equity in earnings  47.7   56.0   (15)%
Provision for taxes on income  10.5   11.2   (6)%
Effective tax rate  22.0%  20.0%    
             
Equity in earnings of affiliates, net of tax  0.9   0.1   * 
             
Net income  38.1   44.9   (15)%
             
Net income attributable to non-controlling interests  1.1   0.8   38%
Net income attributable to Minerals Technologies Inc. $37.0  $44.1   (16)%
*Not meaningful
  Three Months Ended  Growth 
  
Oct. 1,
2017
  
Oct. 2,
2016
  % 
  (Dollars in millions) 
Net sales $424.4  $399.5   6%
Cost of sales  305.2   284.3   7%
Production margin  119.2   115.2   3%
Production margin %  28.1%  28.8%    
             
Marketing and administrative expenses  45.6   42.4   8%
Research and development expenses  5.9   5.9   0%
Acquisition related integration costs  0.5   1.9   -74%
Restructuring and other items, net  0.4   (2.3)  * 
             
Income from operations  66.8   67.3   -1%
Operating margin %  15.7%  16.8%    
             
Interest expense, net  (10.5)  (13.4)  -22%
Other non-operating income (deductions), net  (1.7)  (0.6)  * 
Total non-operating deductions, net  (12.2)  (14.0)  -13%
             
Income from continuing operations before provision for taxes and equity in earnings  54.6   53.3   2%
Provision for taxes on income  12.1   11.5   5%
Effective tax rate  22.2%  21.6%    
             
Equity in earnings of affiliates, net of tax  0.4   0.7   -43%
             
Net income  42.9   42.5   1%
             
Net income attributable to non-controlling interests  1.2   0.9   33%
Net income attributable to Minerals Technologies Inc. (MTI) $41.7  $41.6   0%
* Not meaningful
Net Sales


 
Three Months Ended
Oct. 1, 2017
     
Three Months Ended
Oct. 2, 2016
  
Three Months Ended
Apr. 2, 2023
     
Three Months Ended
Apr. 3, 2022
 
 Net Sales  
% of Total
Sales
  
%
Growth
  Net Sales  
% of Total
Sales
 
 (Dollars in millions) 
(in millions of dollars) Net Sales  % of Total Sales  % Change  Net Sales  % of Total Sales 
U.S. $243.6   57.4%  6% $229.0   57.3% $288.0   52.7%  7% $269.7   52.0%
International  180.8   42.6%  6%  170.5   42.7%  258.1   47.3%  3%  249.4   48.0%
Total sales $424.4   100.0%  6% $399.5   100.0% $546.1   100.0%  5% $519.1   100.0%
                                        
Specialty Minerals Segment $147.7   34.8%  0% $147.3   36.9%
Refractories Segment  68.9   16.2%  9%  63.4   15.9%
Performance Materials Segment  188.8   44.5%  12%  169.0   42.3%
Energy Services Segment  19.0   4.5%  -4%  19.8   5.0%
Consumer & Specialties Segment $297.3   54.4%  5% $283.5   54.6%
Engineered Solutions Segment  248.8   45.6%  6%  235.6   45.4%
Total sales $424.4   100.0%  6% $399.5   100.0% $546.1   100.0%  5% $519.1   100.0%
20

Worldwide net sales increased 6%5% to $424.4$546.1 million in the thirdfirst quarter from $399.5$519.1 million in the previous year.prior year. Foreign exchange had an unfavorable impact on sales of $14 million or 3 percentage points.  Included in the net sales for the quarter are $7.1 million of net sales relating to our Concept Pet acquisition.


Net sales in the United States increased 6%were $288.0 million in the first quarter of 2023, as compared to $243.6 million from $229.0$269.7 million in the prior year.year, an increase of 7%.  International sales increased 6%3% to $180.8$258.1 million from $170.5$249.4 million in the prior year.

Operating Costs and Expenses


Cost of sales was $305.2$425.4 million and 71.9%represented 77.9% of sales for the three month period ended April 2, 2023, as compared with $284.3$397.4 million and 71.2%76.6% of sales in the prior year. The increase in cost of sales was primarily due to higher raw material, energy, and other manufacturing costs. Production margin decreased from 23.4% of sales in the prior year to 22.1% of sales in the first quarter of 2023.  Margin was impacted by inflationary cost increases and weaker foundry market conditions in China.

Marketing and administrative costs were $52.3 million and 9.6% of sales for the three months ended April 2, 2023, as  compared to $48.8 million and 9.4% of sales in the prior year.

Marketing and administrative costs were $45.6 million and 10.7% of sales compared to $42.4 million and 10.6% of sales in prior year.

Research and development expenses were $5.9$5.3 million and represented 1.4%1.0% of sales for the three months ended April 2, 2023, as compared with $5.9$5.1 million and 1.5%1.0% of sales in the prior year.


The Company incurred charges of $0.5recorded $0.1 million and $1.9$1.6 million for acquisition-related integration costsof acquisition related expenses during the three months ended October 1, 2017April 2, 2023 and October 2, 2016,April 3, 2022, respectively.

The Company recorded restructuring charges of $1.3 million and $0.6 million for the three months ended October 1, 2017 and October 2, 2016, respectively.

The Company recorded income of $0.9 million and $2.9 million relating to net gains on previously impaired assets during the three months ended October 1, 2017 and October 2, 2016, respectively.


Income from Operations

The Company recorded income from operations of $66.8$63.0 million as compared to $67.3$66.2 million in the prior year.  Operating income during the three months ended October 1, 2017April 2, 2023 and April 3, 2022 includes a $0.9$0.1 million gain on the sale of assets, $1.3 million in restructuring charges and $0.5$1.6 million of acquisition-related integration costs.  Operating income during the three months ended October 2, 2016 includes a $2.9 million gain on the sale of assets, $0.6 million in restructuring charges and $1.9 million of acquisition-related integration costs.acquisition related expenses, respectively.


Other Non-Operating Income (Deductions), net


The Company recorded net operatingIn the first quarter of 2023, non-operating deductions of $12.2were $15.3 million, for the three month ended October 1, 2017 as compared with $14.0$10.2 million in the prior year. The decrease wasyear, primarily duerelating to lowerhigher interest expense in the current year resulting from higher interest rates.  Included in other non-operating deductions in the first quarter of 2023 was net interest expense of $14.2 million, as compared to $9.8 million in the prior year.
Provision for Taxes on Income

Provision for taxes on income was $12.1$10.5 million as compared to $11.5and $11.2 million infor the prior year.three months ended April 2, 2023 and April 3, 2022, respectively.  The effective tax rate was 22.2% as compared to 21.6% in the prior year.  The higher effective tax rate was primarily due to a change in the mix of earnings.

Net income attributable to Minerals Technologies Inc. (MTI)
Net income attributable to MTI was $41.7 million during22.0% and 20.0% for the three months ended October 1, 2017 compared with $41.6 million in the prior year.

Segment Review
The following discussions highlight the operating results for each of our four segments.

  Three Months Ended    
 
Specialty Minerals Segment
 
Oct. 1,
2017
  
Oct. 2,
2016
  
Growth
 
  (millions of dollars)    
Net Sales         
Paper PCC $96.3  $95.3   1%
Specialty PCC  16.4   16.4   0%
PCC Products $112.7  $111.7   1%
             
Talc $12.7  $13.9   -9%
Ground Calcium Carbonate  22.3   21.7   3%
Processed Minerals Products $35.0  $35.6   -2%
             
Total net sales $147.7  $147.3   0%
             
Income from operations $26.6  $27.8   -4%
% of net sales  18.0%  18.9%    
Worldwide sales in the Specialty Minerals segment were $147.7 million as compared with $147.3 million in the prior year.

Worldwide net sales of PCC, which is primarily used in the manufacturing process of the paper industry, increased 1% to $112.7 million from $111.7 million in the prior year. Paper PCC sales increased 1% to $96.3 million from $95.3 million.  Higher sales in Europe, AsiaApril 2, 2023 and Latin America were partially offset by reduced sales in North America.  Sales of Specialty PCC were $16.4 million, the same level as the prior year.

Net sales of Processed Minerals products decreased 2% to $35.0 million from $35.6 million in the prior year.  Ground Calcium Carbonate sales increasedApril 3, percent due to higher volumes in construction markets.  This was more than offset by a 9% decrease in Talc sales, primarily in certain consumer product markets.

Income from operations for Specialty Minerals was $26.6 million compared with $27.8 million in the prior year and represented 18.0% of sales as compared with 18.9% of sales.  Income from operations in the quarter were impacted by decreased sales of higher margin Talc products.
  Three Months Ended    
Performance Materials Segment 
Oct. 1,
2017
  
Oct. 2,
2016
  Growth 
  (millions of dollars)    
Net Sales         
Metalcasting $73.6  $63.1   17%
Household, Personal Care & Specialty Products  42.5   42.1   1%
Environmental Products  21.6   24.6   -12%
Building Materials  19.9   16.9   18%
Basic Minerals  31.2   22.3   40%
Total net sales $188.8  $169.0   12%
             
Income from operations $30.6  $30.2     
% of net sales  16.2%  17.9%    

Net sales in the Performance Materials segment increased 12% to $188.8 million from $169.0 million in the prior year. Sales in the Metalcasting product line increased 17% to $73.6 million primarily due to higher volumes in China and North America. Basic Minerals sales increased 40% due primarily to higher sales of chromite and drilling products.  Sales in the Building Materials product line increased 18%. These sales increases were partially offset by lower Environmental Product sales due to several large projects in the U.S. and Brazil in 2016 that did not recur in 2017 and lower Fabric Care sales in Asia which affected the Household, Personal Care & Specialty Products product line.
Income from operations was $30.6 million and 16.2% of sales as compared to $30.2 million and 17.9% of sales in the prior year. The decrease in operating margins was due principally to product mix, primarily in chromite and Environmental Products.

  Three Months Ended    
Refractories Segment 
Oct. 1,
2017
  
Oct. 2,
2016
  Growth 
  (millions of dollars)    
Net Sales         
Refractory Products $56.6  $51.0   11%
Metallurgical Products  12.3   12.4   -1%
Total net sales $68.9  $63.4   9%
             
Income from operations $9.9  $10.1   -2%
% of net sales  14.4%  15.9%    
Net sales in the Refractories segment increased 9% to $68.9 million from $63.4 million in the prior year.  Sales of refractory products and systems for steel and other industrial applications increased 11% to $56.6 million due to higher equipment sales.   Sales of metallurgical products decreased 1% to $12.3 million due to decreased volumes.
Income from operations decreased 2% to $9.9 million from $10.1 million in the prior year.  Included in income from operations for the Refractories segment in the prior year is a $2.1 million gain on the sale of previously impaired assets.
  Three Months Ended    
Energy Services Segment 
Oct. 1,
2017
  
Oct. 2,
2016
  Growth 
  (millions of dollars)    
          
Net Sales $19.0  $19.8   -4%
             
Income from operations $2.3  $2.6   -12%
% of net sales  12.1%  13.1%    
* Percentage not meaningful
Net sales in the Energy Services segment decreased 4% to $19.0 million from $19.8 million in the prior year.  The sales decrease was due to continued weak market conditions in the oil and gas sector and the impact of the hurricane in the Gulf of Mexico.

Income from operations was $2.3 million during the three months ended October 1, 2017, a decrease of 12% from the $2.6 million reported in the prior year. Included in income from operations for the Energy Services segment in the current year is a $0.9 million gain on the sale of previously impaired assets.
Nine months ended October 1, 2017 as compared with nine months ended October 2, 2016

Consolidated Income Statement Review
  Nine Months Ended  Growth 
  
Oct. 1,
2017
  
Oct. 2,
2016
  % 
  (Dollars in millions) 
Net sales $1,243.5  $1,236.7   1%
Cost of sales  890.9   887.7   0%
Production margin  352.6   349.0   1%
Production margin %  28.4%  28.2%    
             
Marketing and administrative expenses  134.1   134.2   0%
Research and development expenses  17.8   17.9   -1%
Acquisition related transaction and integration costs  2.8   5.1   -45%
Restructuring and other items, net  0.9   27.4   -97%
             
Income from operations  197.0   164.4   20%
Operating margin %  15.8%  13.3%    
             
Interest expense, net  (32.5)  (41.4)  -21%
Debt modification cost and fees  (3.9)  -   * 
Other non-operating (deductions) income, net  (3.4)  1.7   * 
Total non-operating deductions, net  (39.8)  (39.7)  0%
             
Income from continuing operations before provision for taxes and equity in earnings  157.2   124.7   26%
Provision for taxes on income  35.6   26.7   33%
Effective tax rate  22.6%  21.4%    
             
Equity in earnings of affiliates, net of tax  0.7   1.6   -56%
             
Net income  122.3   99.6   23%
             
Net income attributable to non-controlling interests  3.0   2.9   3%
Net income attributable to Minerals Technologies Inc. (MTI) $119.3  $96.7   23%
* Not meaningful
Net Sales
  
Nine Months Ended
Oct. 1, 2017
     
Nine Months Ended
Oct. 2, 2016
 
   Net Sales  
% of Total
Sales
  
%
Growth
  Net Sales  
% of Total
Sales
 
  (Dollars in millions) 
U.S. $705.1   56.7%  -2% $718.7   58.1%
International  538.4   43.3%  4%  518.0 �� 41.9%
Total sales $1,243.5   100.0%  1% $1,236.7   100.0%
                     
Specialty Minerals Segment $440.9   35.5%  -3% $453.5   36.7%
Refractories Segment  208.0   16.7%  1%  206.5   16.7%
Performance Materials Segment  539.0   43.3%  5%  511.1   41.3%
Energy Services Segment  55.6   4.5%  -15%  65.6   5.3%
Total sales $1,243.5   100.0%  1% $1,236.7   100.0%
Total sales increased $6.8 million, or 1%, to $1,243.5 million as compared with $1,236.7 million in the prior year.
Net sales in the United States decreased 2% to $705.1 million from $718.7 million in the prior year.  This was offset by a 4% increase in international sales to $538.4 million from $518.0 million in the prior year.

Operating Costs and Expenses
Cost of sales was $890.9 million, slightly higher than the $887.7 million reported in the prior year and represented 71.6% of sales as compared with 71.8% in the prior year.  Production margin improved slightly to 28.4% of sales as compared with 28.2% of sales in the prior year.
Marketing and administrative costs were $134.1 million and 10.8% of sales compared to $134.2 million and 10.9% of sales in the prior year.
Research and development expenses were $17.8 million and represented 1.4% of sales and $17.9 million and 1.4% of sales for the nine months ended October 1, 2017 and October 2, 2016,2022, respectively.
During the nine months ended October 1, 2017, the Company recorded restructuring and other charges of $1.8 million relating primarily to our Energy Services segment, a gain on sale of previously impaired assets of $0.9 million and incurred a charge of $2.8 million for acquisition-related integration costs.
During the nine months ended October 2, 2016, the Company recorded restructuring and impairment charges of $27.4 million relating primarily to our Energy Services segment and incurred a charge of $5.1 million for acquisition-related integration costs.

Income from Operations
The Company recorded income from operations of $197.0 million as compared to $164.4 million in the prior year.  Operating income in the current year included restructuring and other charges of $0.9 million and acquisition-related integration costs of $2.8 million.  Operating income in the prior year includes restructuring and impairment charges of $27.4 million and acquisition-related integration costs of $5.1 million.
Non-Operating Deductions

The Company recorded non-operating deductions of $39.8 million for the nine months ended October 1, 2017, about the same level as in the prior year.  The $39.8 million is comprised primarily of $32.5 million of net interest expense and $3.9 million in debt modification costs and fees relating to the February 2017 repricing of the variable tranche of the Company’s Term Loan debt. The $39.7 million recorded in the prior year primarily included $41.4 million in net interest costs and $4.9 million in foreign exchange gains.
Provision for Taxes on Income
Provision for taxes was $35.6 million as compared to $26.7 million in the prior year.  The effective tax rate was 22.6% as compared to 21.4% in prior year.  The higher effective tax rate was primarily due to a change in the mix of earnings andresulting in higher taxes on foreign earnings, as compared to the prior year restructuring costs.year.


Net Income Attributable to MTI Shareholders

Net income attributable to Minerals Technologies Inc. (MTI)
Net income attributable to MTI was $119.3$37.0 million duringfor the ninethree months ended October 1, 2017April 2, 2023, as compared with $96.7$44.1 million in the prior year.


Segment Review
The following discussions highlight the operating results for each of our four segments.

  Nine Months Ended    
Specialty Minerals Segment 
Oct. 1,
2017
  
Oct. 2,
2016
  Growth 
  (millions of dollars)    
Net Sales         
Paper PCC $282.0  $295.5   -5%
Specialty PCC  50.8   50.2   1%
PCC Products $332.8  $345.7   -4%
             
Talc $41.0  $42.7   -4%
Ground Calcium Carbonate  67.1   65.1   3%
Processed Minerals Products $108.1  $107.8   0%
             
Total net sales $440.9  $453.5   -3%
             
Income from operations $77.9  $81.1   -4%
% of net sales  17.7%  17.9%    
Worldwide sales in the Specialty Minerals segment were $440.9 million as compared with $453.5 million in the prior year, a decrease of 3%.
Worldwide net sales of PCC products, which are primarily used in the manufacturing process of the paper industry, decreased 4% to $332.8 million from $345.7 million in the prior year.  Paper PCC sales decreased 5% to $282.0 million primarily due to several previously announced paper mill closures in the U.S. in the prior year.  This was partially offset by an increase in Paper PCC sales in China. Sales of Specialty PCC increased 1% to $50.8 million from $50.2 million in the prior year.
Net sales of Processed Minerals products were $108.1 million as compared with $107.8 million in the prior year.  Ground Calcium Carbonate sales increased 3% primarily due to increased volumes. Talc sales decreased 4% from prior year levels.
Income from operations was $77.9 million and 17.7% of net sales compared to $81.1 million and 17.9% of sales in the prior year.
  Nine Months Ended    
Performance Materials Segment 
Oct. 1,
2017
  
Oct. 2,
2016
  Growth 
  (millions of dollars)    
Net Sales         
Metalcasting $215.9  $191.1   13%
Household, Personal Care & Specialty Products  123.3   131.4   -6%
Environmental Products  51.8   64.5   -20%
Building Materials  57.5   57.0   1%
Basic Minerals  90.5   67.1   35%
Total net sales $539.0  $511.1   5%
             
Income from operations $91.6  $91.7     
% of net sales  17.0%  17.9%    

On a regular basis, the Company reviews its segments and the approach used by the chief operating decision maker to assess performance and allocate resources. Accordingly, in the first quarter of 2017,Effective January 1, 2023, the Company realigned its business reporting structure and reorganized into two segments, Consumer & Specialties and Engineered Solutions. Following the management structure for its Performance Materialsrealignment, the two new segments consist of the following businesses:

The Consumer & Specialties segment serves consumer end markets directly, and Constructionalso provides mineral-based solutions and technologies that are essential to our customers’ products. The two product lines in this segment are Household & Personal Care - our mineral-to-shelf products that serves pet care, personal and household care, fluid purification and other consumer oriented businesses, and Specialty Additives, delivering functional additives to a variety of consumer and industrial end markets including paper, packaging, construction, automotive, and consumer markets including food and pharmaceuticals
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The Engineered Solutions segment combines all engineered systems, mineral blends, and technologies that are designed to aid in customer processes and projects. The two product lines in this segment are High-Temperature Technologies business units to better reflect the way performance is evaluated and resources allocated. As a result,– combining all of our mineral-based blends, technologies, and systems serving the product lines within these business segments were combined into onefoundry, steel, glass, aluminum and other high-temperature processing industries, and Environmental & Infrastructure, which includes environmental and remediation solutions such as geosynthetic clay lining systems, water remediation technologies as well as drilling, commercial building and infrastructure-related products.

The following discussions highlight the operating segment.results for each of our two segments.

 Three Months Ended    
Consumer & Specialties Segment 
Apr. 2,
2023
  
Apr. 3,
2022
  
%
Change
 
  (in millions of dollars)    
Net Sales         
Household & Personal Care $129.2  $120.4   7%
Special Additives  168.1   163.1   3%
Total net sales $297.3  $283.5   5%
             
Income from operations $32.2  $31.3   3%
% of net sales  10.8%  11.0%    

Net sales in the Performance MaterialsConsumer & Specialties segment increased 5% to $539.0$297.3 million from $511.1$283.5 million in the prior year.  Foreign exchange had an unfavorable impact on sales of $7 million or 2 percentage points. Household & Personal Care sales increased 7% to $129.2 million, as compared with $120.4 million in the prior year on continued strong demand for our pet litter products, higher pricing, and as a result of the Concept Pet acquisition.  Sales in metalcastingSpecialty Additives increased 13% to $215.9 million,3% primarily due todriven by higher volumes in China.  Basic Minerals sales increased 35% primarily due to higher bulk sales of chromite.  Household, Personal Care & Specialty Products sales declined due to lower Fabric Care sales in China. In addition, Environmental Products sales were lower due to several large projects in 2016 which did not recur in 2017 in the US and Brazil.pricing.

Income from operations was $91.6$32.2 million and 17.0%10.8% of sales, as compared with $91.7to $31.3 million and 17.9%11.0% of sales in the prior year.  Margin was impacted by the timing of pricing actions relative to cost increases.

 Nine Months Ended     Three Months Ended    
Refractories Segment 
Oct. 1,
2017
  
Oct. 2,
2016
  Growth 
Engineered Solutions Segment 
Apr. 2,
2023
  
Apr. 3,
2022
  
%
Change
 
 (millions of dollars)     (in millions of dollars)    
Net Sales                  
Refractory Products $169.4  $163.3   4%
Metallurgical Products  38.6   43.2   -11%
High-Temperature Technologies $178.6  $169.9   5%
Environmental & Infrastructure  70.2   65.7   7%
Total net sales $208.0  $206.5   1% $$ 248.8  $$ 235.6   6%
                        
Income from operations $29.6  $27.2   9% $35.3  $37.3   (5)%
% of net sales  14.2%  13.2%      14.2%  15.8%    

Net sales in the RefractoriesEngineered Solutions segment increased 1%6% to $208.0248.8 million from $206.5$235.6 million in the prior year.  SalesForeign exchange had an unfavorable impact on sales of refractory products and systems$7 million or 3 percentage points. High-Temperature Technologies sales increased 5% to steel and other industrial applications$178.6 million, as compared with $169.9 in the prior year, primarily driven by strength in North America, which offset weaker market conditions in China. Environmental & Infrastructure sales increased 4%7% to $169.4 million. Sales of metallurgical products decreased 11% to $38.6$70.2 million, due to decreased volumes.as compared with $65.7 million in the prior year on strong demand for environmental remediation.

Income from operations was $29.6$35.3 million and 14.2% of sales as compared with $27.2$37.3 million and 13.2%15.8% of sales in the prior year.  The increase in income from operations was due to improved productivity, cost and expense control and higher equipment sales.
  Nine Months Ended    
Energy Services Segment 
Oct. 1,
2017
  
Oct. 2,
2016
  Growth 
  (millions of dollars)    
          
Net Sales $55.6  $65.6   -15%
             
Income (loss) from operations $4.8  $(27.0)  * 
% of net sales  8.6%  *     
* Percentage not meaningful
Net sales in the Energy Services segment decreased 15% to $55.6 million from $65.6 million in the prior year.  The sales decrease was due to continued weakyear, primarily driven by weaker foundry market conditions in the oilChina.

Liquidity and gas sector and the shutdown of U.S. on-shore service lines, including Nitrogen and Pipeline in the second quarter of last year.  During the first nine months of 2016, the Company incurred $29.4 million of restructuring charges related to lease termination costs, inventory write-offs and impairment of assets related to its exit from the Nitrogen and Pipeline produce lines and restructuring of other onshore services within the Energy Services segment.Capital Resources

IncomeCash provided from operations during the ninethree months ended October 1, 2017 was $4.8 million and represented 8.6% of sales. Loss from operations during the nine months ended OctoberApril 2, 2016 was $27.0 million, which included impairment and restructuring charges of $29.4 million.

Liquidity and Capital Resources
Cash provided from continuing operations during the nine months ended October 1, 2017,2023, was approximately $151$33.7 million. Cash flows provided from operations during the first ninethree months of 20172023 were principally used to fund capital expenditures to repay debt and to pay the Company'sCompany’s dividend to common shareholders.  Our intention continues to be to maintain a balanced approach to capital deployment, by using excess cash flow for investments in growth, continued debt reduction and selective share repurchases.  During the first nine months of 2017, the Company repaid approximately $85 million in the principal amount of its long-term debt.  The aggregate maturities of long-term debt are as follows:  remainder of 20172023 - $4.0$11.0 million; 20182024 - $3.8$18.1 million; 20192025 - $0.6$31.8 million; 20202026 - $0.6$42.0 million; 20212027 - $303.6$443.7 million; thereafter - $708.0$400.0 million.
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On May 9, 2014, in connection with the acquisition of AMCOL International Corporation (“AMCOL”),August 11, 2022, the Company entered into a Refinancing Facility Agreement (the “Amendment”) to amend the Company’s previous credit agreement providing(the “Previous Credit Agreement”; the previous credit agreement, as amended by the Amendment, being the “Amended Credit Agreement”). The Amendment provides for, among other things, a new senior secured revolving credit facility with aggregate commitments of $300 million (the “Revolving Facility”), a portion of which may be used for the $1.560 billionissuance of letters of credit and swingline loans, and a new senior secured term loan facility with aggregate commitments of $550 million (the “Term Loan Facility” and, together with the Revolving Facility, the “Senior Secured Credit Facilities”). The Revolving Facility and the Term Loan Facility replace the facilities under the Previous Credit Agreement, which provided for, among other things, a $788 million senior secured floating rate term loan facility and a $200$300 million senior secured revolving credit facility (the “Revolving Facility” and, together withfacility. The maturity date for loans under the Term Facility, the “Facilities”). The net proceeds of the Term Facility, together with the Company’s cash on hand, were used as cash consideration for the acquisition of AMCOL and to refinance certain existing indebtedness of the Company and AMCOL and to pay fees and expenses in connection with the foregoing.  Senior Secured Credit Facilities is August 11, 2027.

Loans under the Revolving Facility will be used for working capital and other general corporate purposes of the Company and its subsidiaries.
On June 23, 2015, the Company entered into an amendment (the “First Amendment”) to the credit agreement to reprice the $1.378 billion then outstanding on the Term Facility.  As amended, the Term Facility had a $1.078 billion floating rate tranche and a $300 million fixed rate tranche.  On February 14, 2017, the Company entered into an amendment (the “Second Amendment”) to the credit agreement to reprice the $788 million floating rate tranche then outstanding, which extended the maturity and lowered the interest costs by 75 basis points.  Following the Second Amendment, the loans outstanding under the floating rate tranche of the Term Facility will mature on February 14, 2024, the loans outstanding under the fixed rate tranche of the Term Facility will mature on May 9, 2021 and the loans outstanding (if any) and commitments under the Revolving Facility will mature and terminate, as the case may be, on May 9, 2019.  After the Second Amendment, loans under the floating rate tranche of the Term Facility bear interest at a rate equal to an adjusted LIBOR rate (subject to a floor of 0.75%) plus an applicable margin equal to 2.25% per annum.  Loans under the fixed rate tranche of the Term Facility bear interest at a rate of 4.75%.   Loans under the Revolving FacilitySenior Secured Credit Facilities will bear interest at a rate equal to, at the election of the Company, Term SOFR plus a credit spread adjustment equal to 0.100% plus an adjusted LIBORapplicable margin equal to 1.500% per annum or a base rate plus an applicable margin equal to 1.75%0.500% per annum.  Such rates areannum, subject in each case to decrease by up to(a) an increase of 25 basis points in the event that, and for so long as, the Company’s net leverage ratio (as defined in the credit agreement)Amended Credit Agreement) is greater than or equal to 3.00 to 1.00 as of the last day of the preceding fiscal quarter, (b) a decrease of 12.5 basis points in the event that, and for so long as, the net leverage ratio is less than certain thresholds.  The floating rate tranche2.00 to 1.00 and greater than or equal to 1.00 to 1.00 as of the Term Facility was issued at par and the fixed rate tranchelast day of the Term Facility was issued at a 0.25% discountpreceding fiscal quarter and (c) an decrease of 25 basis points in connection with the First Amendment.  The variable rate trancheevent that, and for so long as, the net leverage ratio is less than 1.00 to 1.00 as of the Term Facility was issued at a 0.25% discount in connection withlast day of the Second Amendment.  The variable rate tranche has a 1% required amortization per year.preceding fiscal quarter.  The Company will pay certain fees under the Amended Credit Agreement, including (a) a commitment fee of 0.250% per annum on the undrawn portion of the Revolving Facility (subject to a step-up to 0.300% and step-downs to 0.175% and 0.150% at the same levels described above), (b) a fronting fee of 0.125% per annum on the average daily undrawn amount of, plus unreimbursed amounts in respect of disbursements under, letters of credit agreement, includingissued under the Revolving Facility and (c) customary annual administration fees.  The loans under the fixed rate tranche of the Term Facility are subject to prepayment premiums in the event of certain prepayments prior to the third anniversary of the effective date of the First Amendment. The obligations of the Company under the Senior Secured Credit Facilities are unconditionally guaranteed jointly and severally by, subject to certain exceptions, all material domestic subsidiaries of the Company (the “Guarantors”) and secured, subject to certain exceptions, by a security interest in substantially all of the tangible and intangible assets of the Company and the Guarantors.

As of April 2, 2023, there were $$115.0 million in loans and $10.5 million in letters of credit outstanding under the Revolving Facility.

On June 30, 2020, the Company issued $400 million aggregate principal amount of 5.0% Senior Notes due 2028 (the “Notes”).  The Notes were issued pursuant to an indenture, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”).  The Notes bear an interest rate of 5.0% per annum payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021.  The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic restricted subsidiaries that is a borrower under or that guarantees the Company’s obligations under its Senior Secured Credit Facilities or that guarantees the Company’s or any of the Company’s wholly owned domestic subsidiaries’ long-term indebtedness in an aggregate amount in excess of $50 million.

IndexAt any time and from time to time prior to July 1, 2023, the Company may redeem some or all of the Notes for cash at a redemption price equal to 100% of their principal amount, plus the “make-whole” premium described in the Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning on July 1, 2023, the Company may redeem some or all of the Notes at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time and from time to time prior to July 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the Notes with funds from one or more equity offerings at a redemption price equal to 105% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

If the Company experiences a change of control (as defined in the indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The credit agreement containsAmended Credit Agreement and the Indenture both contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions.actions, as well as customary events of default. In addition, the credit agreementAmended Credit Agreement contains a financial covenantcovenants that requiresrequire the Company if onto maintain, as of the last day of any fiscal quarter, loans or letters of credit were outstanding under the Revolving Facility (excluding up to $15 million of letters of credit), to maintain (x) a maximum net leverage ratio (as defined in the credit agreement)Amended Credit Agreement) of initially, 5.254.00 to 1.00 for the four fiscal quarter period preceding such day. Such maximum net leverage ratio requirement is subjectday (subject to decrease during the duration of the facilityan increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions) and (y) a minimum level (when applicable)interest coverage ratio (as defined in the Amended Credit Agreement) of 3.503.00 to 1.00.  During the first nine months of 2017, the Company repaid $80 million on its Term Facility.  As of October 1, 2017, there were no loans and $12.0 million in letters of credit outstanding under the Revolving Facility. The Company is in compliance with all the covenants associated withcontained in the Revolving Facility as of the end ofAmended Credit Agreement throughout the period covered by this report.
23


The Company has four committed loan facilities for the funding of new manufacturing facilities in China, comprised of facilities of 94.8 million RMB, (approximately $10.3 million) and a $1.8 million facility.  In December 2016, the Company entered into a committed loan facility in Japan in the amount of 680 million Yen (approximately $5.8 million).Japan. As of October 1, 2017, on a combined basis, $12.6April 2, 2023, $1.9 million was outstanding under these facilities.this loan facility.  Principal will be repaid in accordance with the payment schedulesschedule ending in 2021.2026. The Company repaid $2.9$0.1 million on this facility during the first three months of 2023.

As part of the Concept Pet acquisition, the Company assumed $1.9 million in long-term debt, recorded at fair value, consisting of two terms loans, one that matures in 2025 and one that matures in 2027.  Both loans have annual payments and carry a variable interest rate. The Company repaid $0.2 million on these loans in the first ninethree months of 2017.2023.

As of October 1, 2017,April 2, 2023, the Company had $36.3$25.4 million in uncommitted short-term bank credit lines, of which approximately $6.2$3.6 million waswere in use.The credit lines are primarily outside the U.S. and are generally one year in term at competitive market rates at large, well-established institutions.  The Company typically uses its available credit lines to fund working capital requirements or local capital spending needs.  We anticipate that capital expenditures for 20172023 should be between $70.0$80 million and $75.0$90 million, principally related to the construction of PCC plantsopportunities to improve our operations and other opportunities that meet our strategic growth objectives.  We expect to meet our other long-term financing requirements from internally generated funds, committed and uncommitted bank credit lines and, where appropriate, project financing

During the second quarter of certain satellite plants.
On April 5, 2016,2018, the Company entered into a floating to fixed interest rate swap for an initial aggregatea notional amount of $300$150 million.  The fair value of this instrument at April 2, 2023 is an asset of $0.3 million. Additionally, the Company entered into a cross currency rate swap with a total notional value of $150 million to limit exposure toexchange monthly fixed-rate interest payments in U.S. dollars for monthly fixed-rate interest rate increases related to a portionpayments in Euros. The fair value of the Company’s floating rate indebtedness.  This swap agreement hedges a portionthis instrument at April 2, 2023 is an asset of contractual floating rate interest through its expiration$11.3 million.  These swaps mature in May 2021.2023.  As a result of the agreement,these swaps, the Company’s effective fixed interest rate on the notional amount floating rate indebtedness will be 4.25%2.5%. The fair value of this instrument at October 1, 2017 was an asset of $2.1 million.
On September 16, 2015, the Company's Board of Directors authorized the Company’s management to repurchase, at its discretion, up to $150 million of the Company’s shares over a two-year period commencing October 2015.  As of October 1, 2017, 64,650 shares were repurchased under this program for $3.3 million, or, an average price of approximately $51.79 per share.  This program has expired.
On September 21, 2017, the Company's Board of Directors authorized the Company’s management to repurchase, at its discretion, up to $150 million of the Company’s shares over a two-year period commencing October 1, 2017 after the previous program expired.

The Company is required to make future payments under various contracts, including debt agreements and lease agreements. The Company also has commitments to fund its pension plans and provide payments for other postretirement benefit plans. During the ninethree months ended October 1, 2017,April 2, 2023, there were no material changes in the Company’s contractual obligations.  For an in-depth discussion

The Company and certain of the Company’s contractual obligations, see “Liquiditysubsidiaries are among numerous defendants in over four hundred cases seeking damages for alleged exposure to asbestos-containing materials related to talc products sold by the Company’s subsidiary Barretts Minerals Inc. Based on its evaluation of available information, the Company accrued $31 million for litigation costs during the third quarter of 2022. The litigation costs were incurred to defend against, opportunistically settle, and Capital Resources”establish a reserve for such cases. The Company’s position is that these cases are meritless and all talc products sold by Barretts Minerals Inc. are safe. However, we cannot predict the ultimate outcome of pending litigation. The Company could in “Management’s Discussionthe future be required to pay significant amounts as a result of settlements or judgments in these matters, potentially in excess of liabilities accrued to date. See Note 12 to the condensed consolidated financial statements included in this report for more information.

At the current time, we are operating without any material impacts from the COVID-19 pandemic, and Analysisthe pandemic is not having a materially negative impact to our consolidated results.  However, as we cannot predict the duration or scope of Financial Conditionthe COVID-19 pandemic and Results of Operations”its impact on our customers and suppliers, we cannot reasonably estimate any negative financial impact to our results in future periods.  We continue to generate operating cash flows to meet our short-term liquidity needs and continue to maintain access to capital markets. See “Item 1A — Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.2022, and in Exhibit 99 to this Quarterly Report on Form 10-Q, for additional risks to the Company related to the COVID-19 pandemic.
Cautionary Statement for “Safe Harbor” Purposes under the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. This report contains statements that the Company believes may be “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, particularly statements relating to the Company’s objectives, plans or goals, future actions, future performance or results of current and anticipated products, sales efforts, expenditures, and financial results. From time to time, the Company also provides forward-looking statements in other publicly-released materials, both written and oral. Forward-looking statements provide current expectations and forecasts of future events such as new products, revenues and financial performance, and are not limited to describing historical or current facts. They can be identified by the use of words such as “believes,” “expects,” “plans,” “intends,” “anticipates,” and other words and phrases of similar meaning.
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Forward-looking statements are necessarily based on assumptions, estimates and limited information available at the time they are made. A broad variety of risks and uncertainties, both known and unknown, as well as the inaccuracy of assumptions and estimates, can affect the realization of the expectations or forecasts in these statements. Many of these risks and uncertainties are difficult to predict or are beyond the Company’s control. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially. Significant factors affectingthat could affect the expectations and forecasts areinclude worldwide general economic, business, and industry conditions; the cyclicality of our customers’ businesses and their changing regional demands; our ability to compete in very competitive industries; consolidation in customer industries, principally paper, foundry and steel; our ability to renew or extend long term sales contracts for our satellite operations; our ability to generate cash to service our debt; our ability to comply with the covenants in the agreements governing our debt; our ability to effectively achieve and implement our growth initiatives; our ability to successfully develop new products; our ability to defend our intellectual property; the increased risks of doing business abroad; the availability of raw materials and access to ore reserves at our mining operations, or increases in costs of raw materials, energy, or shipping; compliance with or changes to regulation in the areas of environmental, health and safety, and tax; claims for legal, environmental and tax matters or product stewardship issues; the continuing effects of the COVID-19 pandemic and the resulting preventative measures; operating risks and capacity limitations affecting our production facilities; seasonality of some of our businesses; cybersecurity and other threats relating to our information technology systems; and other risk factors set forth under “Item 1A — Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2022, and in Exhibit 99 to this Quarterly Report on Form 10-Q.

The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances that arise after the date hereof. Investors should refer to the Company'sCompany’s subsequent filings under the Securities Exchange Act of 1934 for further disclosures.


Recently Issued Accounting Standards

Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification.
The Company considers the applicability and impact of all ASUs.  All recently issued ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.
Revenue from Contracts with Customers
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. The Company has elected to use the cumulative effect transition method. The Company has completed a high level accounting diagnostic and is in the process of contract review and continues to evaluate the impact of this ASU on the Company’s consolidated financial statements and related disclosures.  At this time, the Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated financial statements and are reviewing the additional disclosure requirements upon adoption.
Leases
In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires lessees to recognize most leases on-balance sheet, thereby increasing their reported assets and liabilities, in some cases very significantly. Lessor accounting remains substantially similar to current U.S. GAAP. ASU 2016-02 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2018. ASU 2016-02 mandates a modified retrospective transition method for all entities.  The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements and related disclosures.  Based on the current status of this assessment, the adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

Intangibles – Goodwill and Other
In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment”, which no longer requires an entity to perform a hypothetical purchase price allocation to measure goodwill impairment.  Instead, goodwill will be measured using the difference between the carrying amount and the fair value of the reporting unit.  The guidance is effective for the interim and annual periods beginning on or after December 15, 2019, with early adoption permitted.  The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

Compensation- Retirement Benefits
In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”, which requires companies to present the service cost component of the net benefit cost in the same line items in which they report compensation cost. All other components of net periodic benefit cost will be presented outside operating income.  The guidance is effective for the interim and annual periods beginning on or after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.


Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, valuation of receivables, valuation of inventories, valuation of long-lived assets, pension plan assumptions, stock-based compensation assumptions, valuation of product liabilitygoodwill and asset retirement obligation,other intangible assets, income taxes, income taxincluding valuation allowances and litigation and environmental liabilities.pension plan assumptions. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that cannot readily be determined from other sources.  There can be no assurance that actual results will not differ from those estimates.


ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes to the critical accounting estimates that our accounting policies require us to make in the preparation of our consolidated financial statements, as described in the 2022 Annual Report on Form 10-K.

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse changes in market prices and foreign currency and interest rates. We are exposed to market risk because of changes in foreign currency exchange rates as measured against the U.S. dollar. We do not anticipate that near-term changes in exchange rates will have a material impact on our future earnings or cash flows. However, there can be no assurance that a sudden and significant decline in the value of foreign currencies would not have a material adverse effect on our financial condition and results of operations. A portion of our long-term bank debt bears interest at variable rates; therefore, our results of operations would be affected by interest rate changes to the extent of such outstanding bank debt. An immediate 10 percent change in interest rates would have a material effect on our results of operations over the next fiscal year. A one-percent change in interest rates, inclusive of the impact of our interest rate derivatives, would result in $7.8$23 million in incremental interest charges on an annual basis.
3325
Index

We do not enter into derivatives or other financial instruments for trading or speculative purposes. When appropriate, we enter into derivative financial instruments, such as forward exchange contracts, hedges and interest rate swaps, to mitigate the impact of foreign exchange rate movements and interest rate movements on our operating results. The counterparties are major financial institutions. Such forward exchange contracts, hedges and interest rate swaps would not subject us to additional risk from exchange rate or interest rate movements because gains and losses on these contracts would offset losses and gains on the assets, liabilities, and transactions being hedged.

On April 5, 2016,During the second quarter of 2018, the Company entered into a floating to fixed interest rate swap for an initial aggregatea notional amount of $300$150 million.  The fair value of this instrument at April 2, 2023 is an asset of $0.3 million. Additionally, the Company entered into a cross currency rate swap with a total notional value of $150 million to limit exposure toexchange monthly fixed-rate interest payments in U.S. dollars for monthly fixed-rate interest rate increases related to a portionpayments in Euros.  The fair value of the Company’s floating rate indebtedness.  This swap agreement hedges a portionthis instrument at April 2, 2023 is an asset of contractual floating rate interest through its expiration$11.3 million.  These swaps mature in May 2021.2023.  As a result of these swaps, the Company’s effective fixed interest rate on the notional amount floating rate indebtedness will be 4.25% through May 2021.  The fair value of this instrument at October 1, 2017 was an asset of $2.1 million.2.5%.


ITEM 4.
ITEM 4.  Controls and Procedures


Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, and under the supervision and with participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report the Company’s disclosure controls and procedures were effective.
The Company has implemented a global enterprise resource planning (“ERP”) system for the businesses acquired from AMCOL.  Primarily all of the domestic, European and Asian locations of the acquired businesses were implemented on the new system.  The worldwide implementation is substantially completed and involved changes in systems that include internal controls.  Although the transition has proceeded to date without material adverse effects, the possibility exists that our migration to the new ERP system could adversely affect the Company’s internal controls over financial reporting and procedures.  We are reviewing each system as it is being implemented and the controls affected by the implementation of the new systems, and are making appropriate changes to the affected internal controls as we implement the new systems.  We believe that the controls as modified are appropriate and functioning effectively.


Changes in Internal Control Over Financial Reporting

Except as described above, thereThere were no changes in the Company'sCompany’s internal controlcontrols over financial reporting during the quarter ended October 1, 2017April 2, 2023 that have materially affected, or are reasonably likely to materially affect, the Company'sCompany’s internal control over financial reporting.
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PART II.II – OTHER INFORMATION


Item 1.
Legal Proceedings.
Item 1.  Legal Proceedings

TheFrom time to time, the Company and its subsidiaries are the subject of various pending legal actions and claims arising in the ordinary course of their businesses. Except as described below, none of suchAdditional information regarding legal proceedings are material.

Armada Litigation

On May 8, 2013, Armada (Singapore) PTE Limited, an ocean shipping company nowis disclosed in bankruptcy ("Armada") filed a case in federal court in the Northern District of Illinois against AMCOL and certain of its subsidiaries ( Armada (Singapore) PTE Limited v. AMCOL International Corp., et al., United States District Court for the Northern District of Illinois , Case No. 13 CV 3455).  We acquired AMCOL and its subsidiaries on May 9, 2014. A co-defendant is Ashapura Minechem Limited, a company located in Mumbai, India (“AML”).  During the relevant time period, 2008-2010, AMCOL owned slightly over 20% of the outstanding AML stock through December 2009, after which it owned approximately 19%.  In 2008, AML entered into two contracts of affreightment (“COA”) with Armada for over 60 ship loads of bauxite from India to China.  After one shipment, AML made no further shipments, which led Armada to file arbitrations in London against AML, one for each COA. AML did not appear in the London arbitrations and default awards of approximately $70 million were entered.  The litigation filed by Armada against AMCOL and AML relates to these awards, which AML has not paid.  The substance of the allegations by Armada is that AML and AMCOL engaged in illegal conduct to thwart Armada’s efforts to collect the arbitration award.  AMCOL won a motion for judgement on the pleadings that resulted in the successful dismissal of all but one count in the complaint, including a dismissal of all counts alleging violations of Illinois’ Fraudulent Transfer laws and federal RICO violations. Armada has filed an appeal of the dismissal and the district court proceedings are stayed pending the appeal. We have accrued an estimate of potential damages for the Armada lawsuit, the amount of which was not material to our financial position, results of operations or cash flows.

Silica and Asbestos Litigation

Certain of the Company's subsidiaries are among numerous defendants in a number of cases seeking damages for exposure to silica or to asbestos containing materials. The Company currently has three pending silica cases and 22 pending asbestos cases.  To date, 1,493 silica cases and 50 asbestos cases have been dismissed, not including any lawsuits against AMCOL or American Colloid Company dismissed prior to our acquisition of AMCOL.  Two new asbestos cases were filed in the third quarter of 2017 and one additional asbestos case was filed subsequentNote 12 to the close of the quarter. No asbestos or silica cases were dismissed during the quarter.  Most of these claims do not provide adequate information to assess their merits, the likelihood that the Company will be found liable, or the magnitude of such liability, if any. Additional claims ofcondensed consolidated financial statements included elsewhere in this nature may be made against the Company or its subsidiaries. At this time management anticipates that the amount of the Company's liability, if any, and the cost of defending such claims, will not have a material effect on its financial position or results of operations.

The Company has settled only one silica lawsuit, for a nominal amount, and no asbestos lawsuits to date (not including any that may have been settled by AMCOL prior to completion of the acquisition). We are unable to state an amount or range of amounts claimed in any of the lawsuits because state court pleading practices do not require identifying the amount of the claimed damage. The aggregate cost to the Company for the legal defense of these cases since inception continues to be insignificant. The majority of the costs of defense for these cases, excluding cases against AMCOL or American Colloid, are reimbursed by Pfizer Inc. pursuant to the terms of certain agreements entered into in connection with the Company's initial public offering in 1992.  The Company is entitled to indemnification, pursuant to agreement, for sales prior to the initial public offering. Of the 22 pending asbestos cases, 15 of the non-AMCOL cases are subject to indemnification, in whole or in part, because the plaintiffs claim liability based on sales of products that occurred either entirely before the initial public offering, or both before and after the initial public offering. In the six remaining non-AMCOL cases, the plaintiffs have not alleged dates of exposure. The remaining case is an AMCOL case, which makes no allegation with respect to periods of exposure.  Our experience has been that the Company is not liable to plaintiffs in any of these lawsuits and the Company does not expect to pay any settlements or jury verdicts in these lawsuits.
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Environmental Matters

On April 9, 2003, the Connecticut Department of Environmental Protection issued an administrative consent order relating to our Canaan, Connecticut, plant where both our Refractories segment and Specialty Minerals segment have operations.  We agreed to the order, which includes provisions requiring investigation and remediation of contamination associated with historic use of polychlorinated biphenyls ("PCBs") and mercury at a portion of the site.  We have completed the required investigations and submitted several reports characterizing the contamination and assessing site-specific risks.  We are awaiting regulators’ approval of the risk assessment report, which will form the basis for a proposaldisclosure is incorporated herein by the Company concerning eventual remediation.reference.


We believe that the most likely form of overall site remediation will be to leave the existing contamination in place (with some limited soil removal), encapsulate it, and monitor the effectiveness of the encapsulation.  We anticipate that a substantial portion of the remediation cost will be borne by the United States based on its involvement at the site from 1942 – 1964, as historic documentation indicates that PCBs and mercury were first used at the facility at a time of U.S. government ownership for production of materials needed by the military.  Pursuant to a Consent Decree entered on October 24, 2014, the United States paid the Company $2.3 million in the 4th quarter of 2014 to resolve the Company’s claim for response costs for investigation and initial remediation activities at this facility through October 24, 2014.  Contribution by the United States to any future costs of investigation or additional remediation has, by agreement, been left unresolved.  Though the cost of the likely remediation remains uncertain pending completion of the phased remediation decision process, we have estimated that the Company’s share of the cost of the encapsulation and limited soil removal described above would approximate $0.4 million, which has been accrued as of October 1, 2017.ITEM 1A.  Risk Factors

The Company is evaluating options for upgrading the wastewater treatment facilities at its Adams, Massachusetts plant.  This work has been undertaken pursuant to an administrative Consent Order originally issued by the Massachusetts Department of Environmental Protection (“DEP”) on June 18, 2002.  This order was amended on June 1, 2009 and on June 2, 2010.  The amended Order includes the investigation by January 1, 2022 of options for ensuring that the facility's wastewater treatment ponds will not result in unpermitted discharge to groundwater.  Additional requirements of the amendment include the submittal by July 1, 2022 of a plan for closure of a historic lime solids disposal area.  Preliminary engineering reviews completed in 2005 indicate that the estimated cost of wastewater treatment upgrades to operate this facility beyond 2024 may be between $6 million and $8 million.  The Company estimates that the remaining remediation costs would approximate $0.4 million, which has been accrued as of October 1, 2017.

ITEM 1A.
Risk Factors

For a description of Risk Factors, see Exhibit 99 attached to this report. There have been no material changes to our risk factors from those disclosed in our 20162022 Annual Report on Form 10-K.


ITEM 2.
ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities:Securities and Use of Proceeds

Period 
Total Number of
Shares Purchased
  
Average Price
Paid Per Share
  
Total
Number of
Shares
Purchased
as Part of
the Publicly
Announced
Program
  
Dollar Value of
Shares that May
Yet be Purchased
Under the
Program
 
             
July 3 - July 30  -  $-   -  $147,354,267 
July 31 - August 27  -  $-   -  $147,354,267 
August 28 - October 1  10,552  $66.63   64,650  $146,651,232 
Total  10,552  $66.63         
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On September 16, 2015, the Company's Board of Directors authorized the Company’s management to repurchase, at its discretion, up to $150 million of the Company’s shares over a two-year period commencing October 2015.  As of October 1, 2017, 64,650 shares were repurchased under this program for $3.3 million, or, an average price of approximately $51.79 per share.  This program has expired.
On September 21, 2017, the Company's Board of Directors authorized the Company’s management to repurchase, at its discretion, up to $150 million of the Company’s shares over a two-year period commencing October 1, 2017 when the previous program expired.

ITEM 3.
Default Upon Senior Securities

Not applicable.


ITEM 4.
Mine Safety Disclosures
ITEM 3.  Default Upon Senior Securities

Not applicable.

ITEM 4.  Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

26
ITEM 5.
Other Information

ITEM 5.  Other Information

None


ITEM 6.
ITEM 6.  Exhibits


Exhibit No. Exhibit Title
15
 Letter Regarding Unaudited Interim Financial Information.
31.1
 Rule 13a-14(a)/15d-14(a) Certification executed by the Company’s principal executive officer.
31.2
 Rule 13a-14(a)/15d-14(a) Certification executed by the Company’s principal financial officer.
32
 Section 1350 Certifications.
95
 Information concerning Mine Safety Violations
99
 Risk Factors
101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as inline XBRL and contain in Exhibit 101).

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27
Index

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


  Minerals Technologies Inc.
   
 By:/s/Matthew E. Garth Erik C. Aldag
  Matthew E. GarthErik C. Aldag
  Senior Vice President, Finance and Treasury,
  Chief Financial Officer
   
April 28, 2023

November 3, 2017

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