Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2017shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2017 |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q3 |
Entity Registrant Name | NEWMARKET CORP |
Entity Central Index Key | 1,282,637 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 11,853,107 |
Consolidated Statements Of Inco
Consolidated Statements Of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 548,416 | $ 516,090 | $ 1,638,422 | $ 1,547,824 |
Cost of goods sold | 388,111 | 338,689 | 1,142,996 | 1,016,473 |
Gross profit | 160,305 | 177,401 | 495,426 | 531,351 |
Selling, general, and administrative expenses | 42,806 | 38,848 | 121,551 | 120,176 |
Research, development, and testing expenses | 35,070 | 36,715 | 107,356 | 116,651 |
Operating profit | 82,429 | 101,838 | 266,519 | 294,524 |
Interest and financing expenses, net | 5,564 | 4,320 | 16,496 | 12,462 |
Other income (expense), net | 112 | 698 | 477 | (2,828) |
Income before income tax expense | 76,977 | 98,216 | 250,500 | 279,234 |
Income tax expense | 17,205 | 26,767 | 64,063 | 81,465 |
Net income | $ 59,772 | $ 71,449 | $ 186,437 | $ 197,769 |
Earnings per share - basic and diluted (in dollars per share) | $ 5.04 | $ 6.03 | $ 15.73 | $ 16.68 |
Cash dividends declared per share (in dollars per share) | $ 1.75 | $ 1.60 | $ 5.25 | $ 4.80 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 59,772 | $ 71,449 | $ 186,437 | $ 197,769 |
Pension plans and other postretirement benefits: | ||||
Prior service credit (cost) arising during the period, net of income tax expense (benefit) of $0 in third quarter and nine months 2017 and $(287) in third quarter and nine months 2016 | 0 | (463) | 0 | (463) |
Amortization of prior service cost (credit) included in net periodic benefit cost, net of income tax expense (benefit) of $(296) in third quarter 2017, $(232) in third quarter 2016, $(888) in nine months 2017 and $(842) in nine months 2016 | (475) | (373) | (1,423) | (1,352) |
Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $(841) in third quarter and nine months 2017 and $(1,448) in third quarter and nine months 2016 | (1,335) | (2,300) | (1,335) | (2,300) |
Amortization of actuarial net loss (gain) included in net periodic benefit cost, net of income tax expense (benefit) of $487 in third quarter 2017, $578 in third quarter 2016, $1,563 in nine months 2017 and $1,719 in nine months 2016 | 845 | 1,002 | 2,692 | 2,992 |
Total pension plans and other postretirement benefits | (965) | (2,134) | (66) | (1,123) |
Foreign currency translation adjustments, net of income tax expense (benefit) of $712 in third quarter 2017, $197 in third quarter 2016, $632 in nine months 2017 and $1,797 in nine months 2016 | 5,642 | (6,599) | 18,656 | (16,922) |
Other comprehensive income (loss) | 4,677 | (8,733) | 18,590 | (18,045) |
Comprehensive income | $ 64,449 | $ 62,716 | $ 205,027 | $ 179,724 |
Consolidated Statements Of Com4
Consolidated Statements Of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Prior service credit (cost) arising during the period, income tax expense (benefit) | $ 0 | $ (287) | $ 0 | $ (287) |
Amortization of prior service cost (credit) included in net periodic benefit cost, income tax expense (benefit) | (296) | (232) | (888) | (842) |
Actuarial net gain (loss) arising during the period, income tax expense (benefit) | (841) | (1,448) | (841) | (1,448) |
Amortization of actuarial net loss (gain) included in net periodic benefit cost, income tax expense (benefit) | 487 | 578 | 1,563 | 1,719 |
Foreign currency translation adjustments, income tax expense (benefit) | $ 712 | $ 197 | $ 632 | $ 1,797 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 104,996 | $ 192,154 |
Trade and other accounts receivable, less allowance for doubtful accounts | 325,216 | 306,916 |
Inventories: | ||
Finished goods and work-in-process | 311,817 | 254,068 |
Raw materials | 59,994 | 45,581 |
Stores, supplies, and other | 11,900 | 11,863 |
Total inventories | 383,711 | 311,512 |
Prepaid expenses and other current assets | 33,853 | 26,301 |
Total current assets | 847,776 | 836,883 |
Property, plant, and equipment, at cost | 1,444,885 | 1,264,957 |
Less accumulated depreciation and amortization | 808,248 | 761,212 |
Net property, plant, and equipment | 636,637 | 503,745 |
Prepaid pension cost | 41,222 | 25,800 |
Deferred income taxes | 21,102 | 29,063 |
Intangibles (net of amortization) and goodwill | 147,094 | 10,436 |
Deferred charges and other assets | 11,362 | 10,509 |
Total assets | 1,705,193 | 1,416,436 |
Current liabilities: | ||
Accounts payable | 158,683 | 141,869 |
Accrued expenses | 105,450 | 104,082 |
Dividends payable | 19,129 | 17,478 |
Income taxes payable | 18,336 | 17,573 |
Other current liabilities | 7,832 | 13,588 |
Total current liabilities | 309,430 | 294,590 |
Long-term debt | 611,687 | 507,275 |
Other noncurrent liabilities | 155,626 | 131,320 |
Total liabilities | 1,076,743 | 933,185 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Common stock and paid-in capital (without par value; authorized shares - 80,000,000; issued and outstanding shares - 11,853,107 at September 30, 2017 and 11,845,972 at December 31, 2016) | 3,999 | 1,603 |
Accumulated other comprehensive loss | (163,920) | (182,510) |
Retained earnings | 788,371 | 664,158 |
Total shareholders' equity | 628,450 | 483,251 |
Total liabilities and shareholders’ equity | $ 1,705,193 | $ 1,416,436 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, no par value | ||
Common stock, authorized shares | 80,000,000 | 80,000,000 |
Common stock, issued shares | 11,853,107 | 11,845,972 |
Common stock, outstanding shares | 11,853,107 | 11,845,972 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock and Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] |
Balance (in shares) at Dec. 31, 2015 | 11,948,446 | |||
Balance at Dec. 31, 2015 | $ 387,564 | $ 0 | $ (144,526) | $ 532,090 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 197,769 | 197,769 | ||
Other comprehensive income (loss) | (18,045) | (18,045) | ||
Cash dividends | (56,875) | (56,875) | ||
Repurchases of common stock (in shares) | (98,867) | |||
Repurchases of common stock | (35,815) | $ (252) | (35,563) | |
Stock-based compensation (in shares) | (925) | |||
Stock-based compensation | 2,365 | $ 2,348 | 17 | |
Balance (in shares) at Sep. 30, 2016 | 11,848,654 | |||
Balance at Sep. 30, 2016 | $ 476,963 | $ 2,096 | (162,571) | 637,438 |
Balance (in shares) at Dec. 31, 2016 | 11,845,972 | 11,845,972 | ||
Balance at Dec. 31, 2016 | $ 483,251 | $ 1,603 | (182,510) | 664,158 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 186,437 | 186,437 | ||
Other comprehensive income (loss) | 18,590 | 18,590 | ||
Cash dividends | (62,227) | (62,227) | ||
Stock-based compensation (in shares) | 7,135 | |||
Stock-based compensation | $ 2,399 | $ 2,396 | 3 | |
Balance (in shares) at Sep. 30, 2017 | 11,853,107 | 11,853,107 | ||
Balance at Sep. 30, 2017 | $ 628,450 | $ 3,999 | $ (163,920) | $ 788,371 |
Consolidated Statements Of Sha8
Consolidated Statements Of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividends (in dollars per share) | $ 1.75 | $ 1.60 | $ 5.25 | $ 4.80 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents at beginning of year | $ 192,154 | $ 93,424 |
Cash flows from operating activities: | ||
Net income | 186,437 | 197,769 |
Adjustments to reconcile net income to cash flows from operating activities: | ||
Depreciation and amortization | 39,196 | 32,739 |
Noncash pension and postretirement expense | 5,976 | 9,609 |
Deferred income tax expense | 8,639 | 14,661 |
Working capital changes | (34,945) | 890 |
Cash pension and postretirement contributions | (19,566) | (19,432) |
Realized loss on derivative instruments, net | 0 | 4,825 |
Other, net | (7,986) | 18,429 |
Net Cash Provided by (Used in) Operating Activities | 177,751 | 259,490 |
Cash flows from investing activities: | ||
Capital expenditures | (120,973) | (101,706) |
Acquisition of business (net of $1,131 cash acquired) | (183,930) | 0 |
Deposits for interest rate swap | 0 | (7,570) |
Return of deposits for interest rate swap | 0 | 11,832 |
Other, net | (2,000) | (4,749) |
Net Cash Provided by (Used in) Investing Activities | (306,903) | (102,193) |
Cash flows from financing activities: | ||
Net (repayments) borrowings under revolving credit facility | (146,000) | 35,000 |
Issuance of 3.78% senior notes | 250,000 | 0 |
Dividends paid | (62,227) | (56,875) |
Repurchases of common stock | 0 | (35,815) |
Other, net | (3,048) | (3,079) |
Net Cash Provided by (Used in) Financing Activities | 38,725 | (60,769) |
Effect of foreign exchange on cash and cash equivalents | 3,269 | (2,044) |
(Decrease) increase in cash and cash equivalents | (87,158) | 94,484 |
Cash and cash equivalents at end of period | 104,996 | 187,908 |
Supplemental disclosure of non-cash transactions: | ||
Release of deposit account funds to terminate interest rate swap | 0 | 21,868 |
Non-cash additions to property, plant, and equipment | 6,443 | 20,732 |
Non-cash obligation under capital lease | $ 0 | $ 5,068 |
Condensed Consolidated Statem10
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Jul. 03, 2017 | Sep. 30, 2017 |
Cash acquired from acquisition | $ 1,131 | $ 1,131 |
3.78% Senior Notes [Member] | ||
Senior notes, interest rate | 3.78% |
Financial Statement Presentatio
Financial Statement Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Presentation | Financial Statement Presentation In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair statement of, in all material respects, our consolidated financial position as of September 30, 2017 and December 31, 2016 , our consolidated results of operations and comprehensive income for the third quarter and nine months ended September 30, 2017 and September 30, 2016 , and our changes in shareholders' equity, and cash flows for the nine months ended September 30, 2017 and September 30, 2016 . All adjustments are of a normal, recurring nature, unless otherwise disclosed. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the NewMarket Corporation Annual Report on Form 10-K for the year ended December 31, 2016 ( 2016 Annual Report), as filed with the Securities and Exchange Commission (SEC). The results of operations for the nine month period ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017 . The December 31, 2016 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Unless the context otherwise indicates, all references to “we,” “us,” “our,” the “company,” and “NewMarket” are to NewMarket Corporation and its consolidated subsidiaries. Non-cash additions to property, plant and equipment for the nine months ended September 30, 2016 were revised from $5 million to $21 million for comparative purposes in the supplemental disclosure of non-cash transactions for the nine months ended September 30, 2017 . We have concluded that this change is not material to our consolidated financial statements and that it is appropriate to revise the amount. |
Acquisition of Business
Acquisition of Business | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisition of Business On July 3, 2017, Afton Chemical de Mexico, S.A. de C.V., an indirect, wholly-owned subsidiary of NewMarket Corporation, acquired approximately 99.5% of the outstanding capital stock of Aditivos Mexicanos, S.A. de C.V. (AMSA) for $185 million in cash. AMSA is a petroleum additives manufacturing, sales and distribution company based in Mexico City, Mexico. The results of AMSA's operations have been included in our consolidated financial statements since the date of acquisition and are not material. The noncontrolling interest is also not material. The acquisition agreement included all physical assets of AMSA. We have initiated a purchase price valuation to determine the fair values of the tangible and intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. The amounts recorded for certain assets and liabilities are preliminary and are subject to adjustment if additional information is obtained about facts that existed as of the acquisition date. The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date. The preliminary purchase price valuation resulted in the recognition of $22 million of identifiable intangible assets, of which $13 million related to formulas and technology and $9 million related to a customer base. The identifiable intangible assets are being amortized over their useful lives of 5 years for formulas and technology and 4 years for the customer base. We also acquired property, plant, and equipment of $53 million and working capital of $17 million , including accounts receivable of $16 million and inventory of $7 million , as well as cash of $1 million . We acquired a liability related to future employee payments of $5 million and set up a deferred tax liability of $19 million . As part of the acquisition, we recorded $115 million of goodwill. The goodwill recognized is attributable to expected synergies, including a secure supply source for certain raw materials, as well as the skilled assembled workforce of AMSA. All of the goodwill recognized is part of the petroleum additives segment, and none is deductible for Mexican tax purposes. Pro forma results of operations are not presented as the acquisition was not considered material to our consolidated results. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The tables below show our consolidated segment results. The “All other” category includes the operations of the tetraethyl lead (TEL) business, as well as certain contracted manufacturing and services associated with Ethyl Corporation (Ethyl). The results of AMSA's operations are reflected in the petroleum additives segment. See Note 2 for further information on AMSA. Net Sales by Segment Third Quarter Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Petroleum additives Lubricant additives $ 443,355 $ 420,412 $ 1,340,693 $ 1,271,447 Fuel additives 102,804 91,993 289,652 263,213 Total 546,159 512,405 1,630,345 1,534,660 All other 2,257 3,685 8,077 13,164 Net sales $ 548,416 $ 516,090 $ 1,638,422 $ 1,547,824 Segment Operating Profit Third Quarter Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Petroleum additives $ 87,933 $ 106,385 $ 281,935 $ 309,305 All other 1,141 373 3,081 1,964 Segment operating profit 89,074 106,758 285,016 311,269 Corporate, general, and administrative expenses (6,612 ) (4,990 ) (18,284 ) (16,396 ) Interest and financing expenses, net (5,564 ) (4,320 ) (16,496 ) (12,462 ) Other income (expense), net 79 768 264 (3,177 ) Income before income tax expense $ 76,977 $ 98,216 $ 250,500 $ 279,234 |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefits | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Pension Plans and Other Postretirement Benefits | Pension Plans and Other Postretirement Benefits The table below shows cash contributions made during the nine months ended September 30, 2017 , as well as the remaining cash contributions we expect to make during the year ending December 31, 2017 , for our domestic and foreign pension plans and domestic postretirement benefit plan. (in thousands) Actual Cash Contributions for Nine Months Ended September 30, 2017 Expected Remaining Cash Contributions for Year Ending December 31, 2017 Domestic plans Pension benefits $ 14,473 $ 4,825 Postretirement benefits 931 311 Foreign plans Pension benefits 4,162 1,417 The tables below present information on net periodic benefit cost (income) for our domestic and foreign pension plans and domestic postretirement benefit plan. Domestic Pension Benefits Postretirement Benefits Third Quarter Ended September 30, (in thousands) 2017 2016 2017 2016 Service cost $ 3,501 $ 3,432 $ 208 $ 208 Interest cost 3,248 3,347 400 398 Expected return on plan assets (6,604 ) (5,848 ) (281 ) (292 ) Amortization of prior service cost (credit) 7 173 (757 ) (757 ) Amortization of actuarial net (gain) loss 1,085 1,325 0 0 Net periodic benefit cost (income) $ 1,237 $ 2,429 $ (430 ) $ (443 ) Domestic Pension Benefits Postretirement Benefits Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Service cost $ 10,259 $ 9,646 $ 581 $ 529 Interest cost 9,966 9,881 1,186 1,239 Expected return on plan assets (19,609 ) (17,354 ) (898 ) (929 ) Amortization of prior service cost (credit) 20 141 (2,271 ) (2,271 ) Amortization of actuarial net (gain) loss 3,544 3,932 0 0 Net periodic benefit cost (income) $ 4,180 $ 6,246 $ (1,402 ) $ (1,432 ) Foreign Pension Benefits Third Quarter Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Service cost $ 1,942 $ 1,612 $ 5,645 $ 5,332 Interest cost 1,076 1,110 3,141 3,678 Expected return on plan assets (2,127 ) (1,420 ) (6,229 ) (4,911 ) Amortization of prior service cost (credit) (20 ) (20 ) (58 ) (64 ) Amortization of actuarial net (gain) loss 243 230 699 760 Net periodic benefit cost (income) $ 1,114 $ 1,512 $ 3,198 $ 4,795 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share We had 23,615 shares of nonvested restricted stock at September 30, 2017 and 24,805 shares of nonvested restricted stock at September 30, 2016 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive. The nonvested restricted stock is considered a participating security since the restricted stock contains nonforfeitable rights to dividends. As such, we use the two-class method to compute basic and diluted earnings per share for all periods presented since this method yields a more dilutive result than the treasury-stock method. The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share. Third Quarter Ended Nine Months Ended (in thousands, except per-share amounts) 2017 2016 2017 2016 Earnings per share numerator: Net income attributable to common shareholders before allocation of earnings to participating securities $ 59,772 $ 71,449 $ 186,437 $ 197,769 Earnings allocated to participating securities 118 146 370 411 Net income attributable to common shareholders after allocation of earnings to participating securities $ 59,654 $ 71,303 $ 186,067 $ 197,358 Earnings per share denominator: Weighted-average number of shares of common stock outstanding - basic and diluted 11,829 11,823 11,829 11,829 Earnings per share - basic and diluted $ 5.04 $ 6.03 $ 15.73 $ 16.68 |
Intangibles (Net of Amortizatio
Intangibles (Net of Amortization) and Goodwill | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles (Net of Amortization) and Goodwill | Intangibles (Net of Amortization) and Goodwill The net carrying amount of intangibles and goodwill was $147 million at September 30, 2017 and $10 million at December 31, 2016 . The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below. September 30, 2017 December 31, 2016 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizing intangible assets Formulas and technology $ 16,340 $ 2,290 $ 2,678 $ 1,958 Contracts 2,000 151 2,000 0 Customer bases 15,758 4,735 6,938 3,961 Trademarks and trade names 1,530 1,176 1,513 1,069 Goodwill 119,818 4,295 $ 155,446 $ 8,352 $ 17,424 $ 6,988 All of the intangibles relate to the petroleum additives segment. The change in the gross carrying amount between December 31, 2016 and September 30, 2017 is primarily due to additional goodwill and identifiable intangibles from the acquisition of AMSA, as well as foreign currency fluctuation. The additional goodwill and identifiable intangibles from the acquisition of AMSA are preliminary and are subject to adjustment if additional information is obtained about facts that existed as of the acquisition date. The final determination of the fair values will be completed within the measurement period of up to one year from the acquisition date. See Note 2 for more information. There is no accumulated goodwill impairment. Amortization expense was (in thousands): Third quarter ended September 30, 2017 $ 928 Nine months ended September 30, 2017 1,364 Third quarter ended September 30, 2016 291 Nine months ended September 30, 2016 1,645 Estimated amortization expense for the remainder of 2017 , as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands): 2017 $ 1,777 2018 6,487 2019 6,008 2020 4,874 2021 3,985 2022 1,800 We amortize contracts over 10 years; customer bases over 4 to 20 years; formulas and technology over 5 to 10 years; and trademarks and trade names over 10 years. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Long-term Debt | Long-term Debt (in thousands) September 30, December 31, Senior notes - 4.10% due 2022 (net of related deferred financing costs) $ 346,945 $ 346,505 Senior notes - 3.78% due 2029 250,000 0 Revolving credit facility 10,000 156,000 Capital lease obligation 4,742 4,770 $ 611,687 $ 507,275 Senior Notes – The outstanding 4.10% senior notes have an aggregate principal amount of $350 million and are registered under the Securities Act of 1933, as amended (Securities Act). On January 4, 2017, we issued $250 million in senior unsecured notes in a private placement with The Prudential Insurance Company of America and certain other purchasers. These notes bear interest at 3.78% and mature on January 4, 2029 . Interest is payable semiannually and principal payments of $50 million are payable annually beginning on January 4, 2025. We have the right to make optional prepayments on the notes at any time, subject to certain limitations. The note purchase agreement contains representations, warranties, terms and conditions customary for transactions of this type. These include negative covenants, certain financial covenants, and events of default which are substantially similar to the covenants and events of default in our revolving credit facility. The proceeds from the 3.78% senior notes were used in part to pay off the outstanding amount on our revolving credit facility. We were in compliance with all covenants under the senior notes as of September 30, 2017 and December 31, 2016 . Revolving Credit Facility – On September 22, 2017, we entered into a Credit Agreement (Credit Agreement) with a term of five years . The Credit Agreement provides for an $850 million , multicurrency revolving credit facility, with a $150 million sublimit for multicurrency borrowings, a $75 million sublimit for letters of credit, and a $20 million sublimit for swingline loans. The Credit Agreement includes an expansion feature which allows us, subject to certain conditions, to request an increase in the aggregate amount of the revolving credit facility or obtain incremental term loans in an amount up to $425 million . In addition, the Credit Agreement includes provisions that allow certain of our foreign subsidiaries to borrow under the agreement. Concurrent with entering into the Credit Agreement, we terminated our former revolving credit facility that we had entered into in 2014. We paid financing costs in 2017 of approximately $1.8 million related to this revolving credit facility and carried over deferred financing costs from our previous revolving credit facility of approximately $0.9 million , resulting in total deferred financing costs of $2.7 million as of September 30, 2017, which we are amortizing over the term of the Credit Agreement. The obligations under the Credit Agreement are unsecured and are fully and unconditionally guaranteed by NewMarket. The revolving credit facility matures on September 22, 2022 . Borrowings made under the revolving credit facility bear interest, at our option, at an annual rate equal to either (1) the Alternate Base Rate (ABR) plus the Applicable Rate (as defined in the Credit Agreement) (solely in the case of loans denominated in U.S. dollars to NewMarket) or (2) the Adjusted LIBO Rate plus the Applicable Rate. ABR is the greatest of (i) the rate of interest publicly announced by the Administrative Agent as its prime rate, (ii) the NYFRB Rate (as defined in the Credit Agreement) from time to time plus 0.5% , and (iii) the Adjusted LIBO Rate for a one month interest period plus 1% . The Adjusted LIBO Rate means the rate at which Eurocurrency deposits in the London interbank market for certain periods (as selected by NewMarket) are quoted, as adjusted for statutory reserve requirements for Eurocurrency liabilities and other applicable mandatory costs. The Applicable Rate ranges from 0.00% to 0.625% (depending on our consolidated Leverage Ratio or Credit Ratings) for loans bearing interest based on the ABR. The Applicable Rate ranges from 1.00% to 1.625% (depending on our Leverage Ratio or Credit Ratings) for loans bearing interest based on the Adjusted LIBO Rate. The Credit Agreement contains financial covenants that require NewMarket to maintain a consolidated Leverage Ratio (as defined in the Credit Agreement) of no more than 3.50 to 1.00 except during an Increased Leverage Period (as defined in the Credit Agreement), and a consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of no less than 3.00 to 1.00 , calculated on a rolling four quarter basis, as of the end of each fiscal quarter ending on and after September 30, 2017 . We were in compliance with all covenants under the revolving credit facility in effect at September 30, 2017 and at December 31, 2016 . The following table provides information related to the unused portion of our then outstanding revolving credit facility: (in thousands) September 30, December 31, Maximum borrowing capacity under the revolving credit facility $ 850,000 $ 650,000 Outstanding borrowings under the revolving credit facility 10,000 156,000 Outstanding letters of credit 3,550 3,483 Unused portion of revolving credit facility $ 836,450 $ 490,517 The average interest rate for borrowings under our then existing revolving credit facility was 2.5% during the first nine months of 2017 and 1.9% during the full year of 2016 . Other Debt – The capital lease obligation is related to the Singapore manufacturing facility. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters We are involved in legal proceedings that are incidental to our business and may include administrative or judicial actions. Some of these legal proceedings involve governmental authorities and relate to environmental matters. For further information, see Environmental below. While it is not possible to predict or determine with certainty the outcome of any legal proceeding, we believe the outcome of any of these proceedings, or all of them combined, will not result in a material adverse effect on our consolidated results of operations, financial condition, or cash flows. In late 2013, Afton Chemical Corporation (Afton) initiated a voluntary self-audit of its compliance with certain sections of the Toxic Substances Control Act (TSCA) under the Environmental Protection Agency's (EPA) audit policy (Audit Policy). If any potential TSCA violations are discovered during the audit, we would voluntarily disclose them to the EPA under the Audit Policy. In August 2014, the EPA staff began its own TSCA inspection of both Afton and Ethyl. While it is not possible to predict or determine with certainty the outcome, we do not believe that any findings identified as a result of our audit or the EPA’s TSCA inspection will have a material adverse effect on our consolidated results of operations, financial condition, or cash flows. Environmental We are involved in environmental proceedings and potential proceedings relating to soil and groundwater contamination, disposal of hazardous waste, and other environmental matters at several of our current or former facilities, or at third-party sites where we have been designated as a potentially responsible party (PRP). While we believe we are currently adequately accrued for known environmental issues, it is possible that unexpected future costs could have a significant impact on our financial position, results of operations, and cash flows. Our total accruals for environmental remediation, dismantling, and decontamination were approximately $14 million at September 30, 2017 and $16 million at December 31, 2016 . Of the total accrual, the current portion is included in accrued expenses and the noncurrent portion is included in other noncurrent liabilities on the Condensed Consolidated Balance Sheets. Our more significant environmental sites include a former TEL plant site in Louisiana (the Louisiana site) and a Houston, Texas plant site (the Texas site). Together, the amounts accrued on a discounted basis related to these sites represented approximately $8 million of the total accrual above at September 30, 2017 and $10 million of the total accrual above at December 31, 2016 , using discount rates ranging from 4% to 9% for both periods. The aggregate undiscounted amount for these sites was $10 million at September 30, 2017 and $13 million at December 31, 2016 . Of the total accrued for these two sites, the amount related to remediation of groundwater and soil for the Louisiana site was $4 million at both September 30, 2017 and December 31, 2016 . The amount related to remediation of groundwater and soil for the Texas site was $4 million at September 30, 2017 and $5 million at December 31, 2016 . In 2000, the EPA named us as a PRP under Superfund law for the clean-up of soil and groundwater contamination at the five grouped disposal sites known as "Sauget Area 2 Sites" in Sauget, Illinois. Without admitting any fact, responsibility, fault, or liability in connection with this site, we are participating with other PRPs in site investigations and feasibility studies. In December 2013, the EPA issued its Record of Decision (ROD) confirming its remedies for the selected Sauget Area 2 Sites. In August 2017, the EPA issued a Special Notice Letter to over 75 PRPs notifying them of potential liability and encouraging the PRPs to voluntarily perform or finance the response actions detailed in the ROD. We have accrued our estimated proportional share of the remedial costs and expenses addressed in the ROD. We do not believe any additional information is available that would require revision of the liability that we have established at September 30, 2017 . The amount accrued for this site is not material. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss | Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss The balances of, and changes in, the components of accumulated other comprehensive loss, net of tax, consist of the following: (in thousands) Pension Plans and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2015 $ (69,798 ) $ (74,728 ) $ (144,526 ) Other comprehensive income (loss) before reclassifications (2,763 ) (16,922 ) (19,685 ) Amounts reclassified from accumulated other comprehensive loss (a) 1,640 0 1,640 Other comprehensive income (loss) (1,123 ) (16,922 ) (18,045 ) Balance at September 30, 2016 $ (70,921 ) $ (91,650 ) $ (162,571 ) Balance at December 31, 2016 $ (76,187 ) $ (106,323 ) $ (182,510 ) Other comprehensive income (loss) before reclassifications (1,335 ) 18,656 17,321 Amounts reclassified from accumulated other comprehensive loss (a) 1,269 0 1,269 Other comprehensive income (loss) (66 ) 18,656 18,590 Balance at September 30, 2017 $ (76,253 ) $ (87,667 ) $ (163,920 ) (a) The pension plan and other postretirement benefit components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income). See Note 4 in this Form 10-Q and Note 17 in our 2016 Annual Report for further information. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying amount of cash and cash equivalents in the Condensed Consolidated Balance Sheets, as well as the fair value, was $105 million at September 30, 2017 and $192 million at December 31, 2016 . The fair value is categorized in Level 1 of the fair value hierarchy. Except for the acquisition of AMSA, no material events occurred during the nine months ended September 30, 2017 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis. See Note 2 for further information on the preliminary impact of the AMSA acquisition on balances of assets and liabilities. Long-term debt – We record the carrying amount of our long-term debt related to the 4.10% senior notes at historical cost, less deferred financing costs. We record the carrying amount of our long-term debt related to the 3.78% senior notes at historical cost. The estimated fair value of our long-term debt is shown in the table below and is based primarily on estimated current rates available to us for debt of the same remaining duration and adjusted for nonperformance risk and credit risk. The estimated fair value of our publicly-traded 4.10% senior notes included in long-term debt in the table below is also based on the last quoted price closest to September 30, 2017 . The fair value of our debt instruments is categorized as Level 2. September 30, 2017 December 31, 2016 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt (excluding capital lease obligation) $ 606,945 $ 623,962 $ 502,505 $ 507,925 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09). ASU 2014-09 replaces the previous guidance and clarifies the principles for revenue recognition. It requires a five-step process for revenue recognition that represents the transfer of goods or services to customers in an amount that reflects the consideration expected to be received by a company. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from contracts with customers. ASU 2014-09 is effective for our reporting period beginning January 1, 2018. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We currently anticipate adopting the standard as a cumulative-effect adjustment. We expect to continue the evaluation, analysis, and documentation of our adoption of ASU 2014-09 (including those subsequently issued updates that clarify the provisions), throughout most of this year as we work towards implementation and finalize the impact the adoption will have on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" (ASU 2016-02). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and requiring disclosures related to certain information about leasing arrangements. Under the new guidance, operating leases are, in most cases, required to be recognized on the balance sheet as a lease asset and liability. A modified retrospective approach is required for the adoption of ASU 2016-02, which is effective for our reporting period beginning January 1, 2019. Early adoption is permitted. We are currently assessing the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, "Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" (ASU 2017-07), which requires that an employer report the service cost component of net benefit cost in the same line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement outside of operating profit. ASU 2017-07 also allows only the service cost component to be eligible for capitalization in assets. There will be no change to net income as a result of ASU 2017-07, which is effective for our reporting period beginning January 1, 2018. Retrospective application is required for the income statement presentation and prospective application is required for the capitalization of the service cost component in assets. The adoption of ASU 2017-07 will result in a change within operating profit with a corresponding change in other income (expense), net to reflect the impact of presenting all components of net benefit cost, except for service cost, outside of operating income. See Note 4 for the components of our net benefit costs. We do not expect a material impact to our consolidated balance sheets or consolidated statements of cash flows. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Long-Term Debt | We record the carrying amount of our long-term debt related to the 4.10% senior notes at historical cost, less deferred financing costs. We record the carrying amount of our long-term debt related to the 3.78% senior notes at historical cost. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Net Sales by Segment | Net Sales by Segment Third Quarter Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Petroleum additives Lubricant additives $ 443,355 $ 420,412 $ 1,340,693 $ 1,271,447 Fuel additives 102,804 91,993 289,652 263,213 Total 546,159 512,405 1,630,345 1,534,660 All other 2,257 3,685 8,077 13,164 Net sales $ 548,416 $ 516,090 $ 1,638,422 $ 1,547,824 |
Segment Operating Profit | Segment Operating Profit Third Quarter Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Petroleum additives $ 87,933 $ 106,385 $ 281,935 $ 309,305 All other 1,141 373 3,081 1,964 Segment operating profit 89,074 106,758 285,016 311,269 Corporate, general, and administrative expenses (6,612 ) (4,990 ) (18,284 ) (16,396 ) Interest and financing expenses, net (5,564 ) (4,320 ) (16,496 ) (12,462 ) Other income (expense), net 79 768 264 (3,177 ) Income before income tax expense $ 76,977 $ 98,216 $ 250,500 $ 279,234 |
Pension Plans and Other Postr24
Pension Plans and Other Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Retirement Benefits [Abstract] | |
Cash Contributions Made And Expected Remaining Contributions For Pension And Postretirement Benefit Plans | The table below shows cash contributions made during the nine months ended September 30, 2017 , as well as the remaining cash contributions we expect to make during the year ending December 31, 2017 , for our domestic and foreign pension plans and domestic postretirement benefit plan. (in thousands) Actual Cash Contributions for Nine Months Ended September 30, 2017 Expected Remaining Cash Contributions for Year Ending December 31, 2017 Domestic plans Pension benefits $ 14,473 $ 4,825 Postretirement benefits 931 311 Foreign plans Pension benefits 4,162 1,417 |
Net Periodic Benefit Cost (Income) For Pension And Postretirement Benefit Plans | The tables below present information on net periodic benefit cost (income) for our domestic and foreign pension plans and domestic postretirement benefit plan. Domestic Pension Benefits Postretirement Benefits Third Quarter Ended September 30, (in thousands) 2017 2016 2017 2016 Service cost $ 3,501 $ 3,432 $ 208 $ 208 Interest cost 3,248 3,347 400 398 Expected return on plan assets (6,604 ) (5,848 ) (281 ) (292 ) Amortization of prior service cost (credit) 7 173 (757 ) (757 ) Amortization of actuarial net (gain) loss 1,085 1,325 0 0 Net periodic benefit cost (income) $ 1,237 $ 2,429 $ (430 ) $ (443 ) Domestic Pension Benefits Postretirement Benefits Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Service cost $ 10,259 $ 9,646 $ 581 $ 529 Interest cost 9,966 9,881 1,186 1,239 Expected return on plan assets (19,609 ) (17,354 ) (898 ) (929 ) Amortization of prior service cost (credit) 20 141 (2,271 ) (2,271 ) Amortization of actuarial net (gain) loss 3,544 3,932 0 0 Net periodic benefit cost (income) $ 4,180 $ 6,246 $ (1,402 ) $ (1,432 ) Foreign Pension Benefits Third Quarter Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Service cost $ 1,942 $ 1,612 $ 5,645 $ 5,332 Interest cost 1,076 1,110 3,141 3,678 Expected return on plan assets (2,127 ) (1,420 ) (6,229 ) (4,911 ) Amortization of prior service cost (credit) (20 ) (20 ) (58 ) (64 ) Amortization of actuarial net (gain) loss 243 230 699 760 Net periodic benefit cost (income) $ 1,114 $ 1,512 $ 3,198 $ 4,795 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share. Third Quarter Ended Nine Months Ended (in thousands, except per-share amounts) 2017 2016 2017 2016 Earnings per share numerator: Net income attributable to common shareholders before allocation of earnings to participating securities $ 59,772 $ 71,449 $ 186,437 $ 197,769 Earnings allocated to participating securities 118 146 370 411 Net income attributable to common shareholders after allocation of earnings to participating securities $ 59,654 $ 71,303 $ 186,067 $ 197,358 Earnings per share denominator: Weighted-average number of shares of common stock outstanding - basic and diluted 11,829 11,823 11,829 11,829 Earnings per share - basic and diluted $ 5.04 $ 6.03 $ 15.73 $ 16.68 |
Intangibles (Net of Amortizat26
Intangibles (Net of Amortization) and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Information Related to Intangible Assets and Goodwill | The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below. September 30, 2017 December 31, 2016 (in thousands) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizing intangible assets Formulas and technology $ 16,340 $ 2,290 $ 2,678 $ 1,958 Contracts 2,000 151 2,000 0 Customer bases 15,758 4,735 6,938 3,961 Trademarks and trade names 1,530 1,176 1,513 1,069 Goodwill 119,818 4,295 $ 155,446 $ 8,352 $ 17,424 $ 6,988 |
Schedule Of Amortization Expense | Amortization expense was (in thousands): Third quarter ended September 30, 2017 $ 928 Nine months ended September 30, 2017 1,364 Third quarter ended September 30, 2016 291 Nine months ended September 30, 2016 1,645 |
Schedule Of Estimated Annual Amortization Expense Related To Intangible Assets | Estimated amortization expense for the remainder of 2017 , as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands): 2017 $ 1,777 2018 6,487 2019 6,008 2020 4,874 2021 3,985 2022 1,800 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt and Capital Lease Obligations [Abstract] | |
Schedule Of Long-Term Debt | (in thousands) September 30, December 31, Senior notes - 4.10% due 2022 (net of related deferred financing costs) $ 346,945 $ 346,505 Senior notes - 3.78% due 2029 250,000 0 Revolving credit facility 10,000 156,000 Capital lease obligation 4,742 4,770 $ 611,687 $ 507,275 |
Schedule Of Unused Portion Of Revolving Credit Facility | The following table provides information related to the unused portion of our then outstanding revolving credit facility: (in thousands) September 30, December 31, Maximum borrowing capacity under the revolving credit facility $ 850,000 $ 650,000 Outstanding borrowings under the revolving credit facility 10,000 156,000 Outstanding letters of credit 3,550 3,483 Unused portion of revolving credit facility $ 836,450 $ 490,517 |
Other Comprehensive Income (L28
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Loss, Net of Tax | The balances of, and changes in, the components of accumulated other comprehensive loss, net of tax, consist of the following: (in thousands) Pension Plans and Other Postretirement Benefits Foreign Currency Translation Adjustments Accumulated Other Comprehensive (Loss) Income Balance at December 31, 2015 $ (69,798 ) $ (74,728 ) $ (144,526 ) Other comprehensive income (loss) before reclassifications (2,763 ) (16,922 ) (19,685 ) Amounts reclassified from accumulated other comprehensive loss (a) 1,640 0 1,640 Other comprehensive income (loss) (1,123 ) (16,922 ) (18,045 ) Balance at September 30, 2016 $ (70,921 ) $ (91,650 ) $ (162,571 ) Balance at December 31, 2016 $ (76,187 ) $ (106,323 ) $ (182,510 ) Other comprehensive income (loss) before reclassifications (1,335 ) 18,656 17,321 Amounts reclassified from accumulated other comprehensive loss (a) 1,269 0 1,269 Other comprehensive income (loss) (66 ) 18,656 18,590 Balance at September 30, 2017 $ (76,253 ) $ (87,667 ) $ (163,920 ) (a) The pension plan and other postretirement benefit components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income). See Note 4 in this Form 10-Q and Note 17 in our 2016 Annual Report for further information. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value Of Long-Term Debt | September 30, 2017 December 31, 2016 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Long-term debt (excluding capital lease obligation) $ 606,945 $ 623,962 $ 502,505 $ 507,925 |
Financial Statement Presentat30
Financial Statement Presentation (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Non-cash additions to property, plant, and equipment before revision | $ 4,550 | |
Non-cash additions to property, plant, and equipment | $ 6,443 | $ 20,732 |
Acquisition of Business (Detail
Acquisition of Business (Details) - USD ($) $ in Thousands | Jul. 03, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||
Percentage of business acquired | 99.50% | |
Cash payment for acquisition | $ 185,000 | |
Identifiable intangibles assets acquired | 22,000 | |
Property, plant, and equipment acquired | 53,000 | |
Working capital acquired | 17,000 | |
Accounts receivable acquired | 16,000 | |
Inventory acquired | 7,000 | |
Cash acquired from acquisition | 1,131 | $ 1,131 |
Acquired liability related to future employment payments | 5,000 | |
Deferred tax liabilities related to acquisition | 19,000 | |
Goodwill acquired | 115,000 | |
Formulas And Technology [Member] | ||
Business Acquisition [Line Items] | ||
Identifiable intangibles assets acquired | $ 13,000 | |
Estimated economic life, in years | 5 years | |
Customer Bases [Member] | ||
Business Acquisition [Line Items] | ||
Identifiable intangibles assets acquired | $ 9,000 | |
Estimated economic life, in years | 4 years | |
MEXICO | ||
Business Acquisition [Line Items] | ||
Goodwill deductible for tax purposes | $ 0 |
Segment Information (Net Sales
Segment Information (Net Sales By Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Information [Line Items] | ||||
Net sales | $ 548,416 | $ 516,090 | $ 1,638,422 | $ 1,547,824 |
Operating Segments [Member] | Petroleum Additives [Member] | ||||
Segment Information [Line Items] | ||||
Net sales | 546,159 | 512,405 | 1,630,345 | 1,534,660 |
Operating Segments [Member] | All Other [Member] | ||||
Segment Information [Line Items] | ||||
Net sales | 2,257 | 3,685 | 8,077 | 13,164 |
Operating Segments [Member] | Lubricant Additives [Member] | Petroleum Additives [Member] | ||||
Segment Information [Line Items] | ||||
Net sales | 443,355 | 420,412 | 1,340,693 | 1,271,447 |
Operating Segments [Member] | Fuel Additives [Member] | Petroleum Additives [Member] | ||||
Segment Information [Line Items] | ||||
Net sales | $ 102,804 | $ 91,993 | $ 289,652 | $ 263,213 |
Segment Information (Segment Op
Segment Information (Segment Operating Profit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Information [Line Items] | ||||
Segment operating profit | $ 82,429 | $ 101,838 | $ 266,519 | $ 294,524 |
Corporate, general, and administrative expenses | (42,806) | (38,848) | (121,551) | (120,176) |
Interest and financing expenses, net | (5,564) | (4,320) | (16,496) | (12,462) |
Other income (expense), net | 112 | 698 | 477 | (2,828) |
Income before income tax expense | 76,977 | 98,216 | 250,500 | 279,234 |
Operating Segments [Member] | ||||
Segment Information [Line Items] | ||||
Segment operating profit | 89,074 | 106,758 | 285,016 | 311,269 |
Operating Segments [Member] | Petroleum Additives [Member] | ||||
Segment Information [Line Items] | ||||
Segment operating profit | 87,933 | 106,385 | 281,935 | 309,305 |
Operating Segments [Member] | All Other [Member] | ||||
Segment Information [Line Items] | ||||
Segment operating profit | 1,141 | 373 | 3,081 | 1,964 |
Corporate, Non-Segment [Member] | ||||
Segment Information [Line Items] | ||||
Corporate, general, and administrative expenses | (6,612) | (4,990) | (18,284) | (16,396) |
Other income (expense), net | $ 79 | $ 768 | $ 264 | $ (3,177) |
Pension Plans and Other Postr34
Pension Plans and Other Postretirement Benefits (Cash Contributions Made And Expected Remaining Contributions For Pension And Postretirement Benefit Plans) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Pension Plan [Member] | Domestic Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Actual Cash Contributions | $ 14,473 |
Expected Remaining Cash Contributions | 4,825 |
Pension Plan [Member] | Foreign Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Actual Cash Contributions | 4,162 |
Expected Remaining Cash Contributions | 1,417 |
Other Postretirement Benefits Plan [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Actual Cash Contributions | 931 |
Expected Remaining Cash Contributions | $ 311 |
Pension Plans and Other Postr35
Pension Plans and Other Postretirement Benefits (Net Periodic Benefit Cost (Income) For Pension And Postretirement Benefit Plans) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Pension Plan [Member] | Domestic Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 3,501 | $ 3,432 | $ 10,259 | $ 9,646 |
Interest cost | 3,248 | 3,347 | 9,966 | 9,881 |
Expected return on plan assets | (6,604) | (5,848) | (19,609) | (17,354) |
Amortization of prior service cost (credit) | 7 | 173 | 20 | 141 |
Amortization of actuarial net (gain) loss | 1,085 | 1,325 | 3,544 | 3,932 |
Net periodic benefit cost (income) | 1,237 | 2,429 | 4,180 | 6,246 |
Pension Plan [Member] | Foreign Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 1,942 | 1,612 | 5,645 | 5,332 |
Interest cost | 1,076 | 1,110 | 3,141 | 3,678 |
Expected return on plan assets | (2,127) | (1,420) | (6,229) | (4,911) |
Amortization of prior service cost (credit) | (20) | (20) | (58) | (64) |
Amortization of actuarial net (gain) loss | 243 | 230 | 699 | 760 |
Net periodic benefit cost (income) | 1,114 | 1,512 | 3,198 | 4,795 |
Other Postretirement Benefits Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 208 | 208 | 581 | 529 |
Interest cost | 400 | 398 | 1,186 | 1,239 |
Expected return on plan assets | (281) | (292) | (898) | (929) |
Amortization of prior service cost (credit) | (757) | (757) | (2,271) | (2,271) |
Amortization of actuarial net (gain) loss | 0 | 0 | 0 | 0 |
Net periodic benefit cost (income) | $ (430) | $ (443) | $ (1,402) | $ (1,432) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive shares of nonvested restricted stock that were excluded from the calculation of diluted earnings per share (in shares) | 23,615 | 24,805 | ||
Earnings per share numerator: | ||||
Net income attributable to common shareholders before allocation of earnings to participating securities | $ 59,772 | $ 71,449 | $ 186,437 | $ 197,769 |
Earnings allocated to participating securities | 118 | 146 | 370 | 411 |
Net income attributable to common shareholders after allocation of earnings to participating securities | $ 59,654 | $ 71,303 | $ 186,067 | $ 197,358 |
Earnings per share denominator: | ||||
Weighted-average number of shares of common stock outstanding - basic and diluted (in shares) | 11,829,000 | 11,823,000 | 11,829,000 | 11,829,000 |
Earnings per share - basic and diluted (in dollars per share) | $ 5.04 | $ 6.03 | $ 15.73 | $ 16.68 |
Intangibles (Net of Amortizat37
Intangibles (Net of Amortization) and Goodwill (Narrative) (Details) - USD ($) | Jul. 03, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | |||
Net carrying amount of intangibles and goodwill | $ 147,094,000 | $ 10,436,000 | |
Accumulated goodwill impairment | $ 0 | $ 0 | |
Formulas And Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life, in years | 5 years | ||
Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life, in years | 10 years | ||
Customer Bases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life, in years | 4 years | ||
Trademarks And Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life, in years | 10 years | ||
Minimum [Member] | Formulas And Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life, in years | 5 years | ||
Minimum [Member] | Customer Bases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life, in years | 4 years | ||
Maximum [Member] | Formulas And Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life, in years | 10 years | ||
Maximum [Member] | Customer Bases [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated economic life, in years | 20 years |
Intangibles (Net of Amortizat38
Intangibles (Net of Amortization) and Goodwill (Schedule Of Information Related To Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizing intangible assets, Accumulated Amortization | $ 8,352 | $ 6,988 |
Goodwill, Gross Carrying Amount | 119,818 | 4,295 |
Amortizing intangible assets and Goodwill, Gross Carrying Amount | 155,446 | 17,424 |
Formulas And Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizing intangible assets, Gross Carrying Amount | 16,340 | 2,678 |
Amortizing intangible assets, Accumulated Amortization | 2,290 | 1,958 |
Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizing intangible assets, Gross Carrying Amount | 2,000 | 2,000 |
Amortizing intangible assets, Accumulated Amortization | 151 | 0 |
Customer Bases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizing intangible assets, Gross Carrying Amount | 15,758 | 6,938 |
Amortizing intangible assets, Accumulated Amortization | 4,735 | 3,961 |
Trademarks And Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizing intangible assets, Gross Carrying Amount | 1,530 | 1,513 |
Amortizing intangible assets, Accumulated Amortization | $ 1,176 | $ 1,069 |
Intangibles (Net of Amortizat39
Intangibles (Net of Amortization) and Goodwill (Schedule Of Amortization Expense And Estimated Annual Amortization Expense Related To Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 928 | $ 291 | $ 1,364 | $ 1,645 |
2,017 | 1,777 | 1,777 | ||
2,018 | 6,487 | 6,487 | ||
2,019 | 6,008 | 6,008 | ||
2,020 | 4,874 | 4,874 | ||
2,021 | 3,985 | 3,985 | ||
2,022 | $ 1,800 | $ 1,800 |
Long-term Debt (Narrative) (Det
Long-term Debt (Narrative) (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||
Issuance of 3.78% senior notes | $ 250,000,000 | $ 0 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Term of credit facility, years | 5 years | ||
Maximum Borrowing Capacity | $ 850,000,000 | $ 650,000,000 | |
Increase in aggregate amount of revolving credit facility allowed | 425,000,000 | ||
Financing costs paid | 1,800,000 | ||
Line of Credit Facility Financing Costs Carried Over | 900,000 | ||
Financing costs incurred | $ 2,700,000 | ||
Revolving credit facility, maturity date | Sep. 22, 2022 | ||
Basis spread on federal funds effective rate | 0.50% | ||
Basis spread on adjusted LIBO rate | 1.00% | ||
Maximum Consolidated Leverage Ratio | 3.50 | ||
Minimum Consolidated Interest Coverage Ratio | 3 | ||
Average interest rate during the period | 2.50% | 1.90% | |
Revolving Credit Facility [Member] | Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Maximum Borrowing Capacity | $ 75,000,000 | ||
Revolving Credit Facility [Member] | Multicurrency Borrowings [Member] | |||
Debt Instrument [Line Items] | |||
Maximum Borrowing Capacity | 150,000,000 | ||
Revolving Credit Facility [Member] | Swingline Loans [Member] | |||
Debt Instrument [Line Items] | |||
Maximum Borrowing Capacity | $ 20,000,000 | ||
Revolving Credit Facility [Member] | Loans Bearing Interest Based On Alternate Base Rate [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Applicable Rate | 0.625% | ||
Revolving Credit Facility [Member] | Loans Bearing Interest Based On Alternate Base Rate [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Applicable Rate | 0.00% | ||
Revolving Credit Facility [Member] | Loans Bearing Interest Based On Adjusted Libo Rate [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Applicable Rate | 1.625% | ||
Revolving Credit Facility [Member] | Loans Bearing Interest Based On Adjusted Libo Rate [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Applicable Rate | 1.00% | ||
4.10% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 4.10% | ||
Principal amount of debt | $ 350,000,000 | ||
3.78% Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes, interest rate | 3.78% | ||
Issuance of 3.78% senior notes | $ 250,000,000 | ||
Annual principal payments beginning January 4, 2025 | $ 50,000,000 |
Long-term Debt (Schedule Of Lon
Long-term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligation | $ 611,687 | $ 507,275 |
4.10% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligation | $ 346,945 | 346,505 |
Senior notes, interest rate | 4.10% | |
Debt instruments maturity date | 2,022 | |
3.78% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligation | $ 250,000 | 0 |
Senior notes, interest rate | 3.78% | |
Debt instruments maturity date | 2,029 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligation | $ 10,000 | 156,000 |
Capital Lease Obligation [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligation | $ 4,742 | $ 4,770 |
Long-term Debt (Schedule Of Unu
Long-term Debt (Schedule Of Unused Portion Of Revolving Credit Facility) (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 611,687,000 | $ 507,275,000 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity under the revolving credit facility | 850,000,000 | 650,000,000 |
Long-term debt | 10,000,000 | 156,000,000 |
Outstanding letters of credit | 3,550,000 | 3,483,000 |
Unused portion of revolving credit facility | $ 836,450,000 | $ 490,517,000 |
Commitments and Contingencies (
Commitments and Contingencies (Environmental) (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Site Contingency [Line Items] | ||
Accruals for environmental remediation, dismantling, and decontamination | $ 14 | $ 16 |
Former TEL Plant Site Louisiana And Houston Texas Plant Site [Member] | ||
Site Contingency [Line Items] | ||
Accruals for environmental remediation, dismantling, and decontamination | 8 | 10 |
Accruals for environmental remediation, dismantling, and decontamination, undiscounted | 10 | 13 |
Former TEL Plant Site, Louisiana [Member] | ||
Site Contingency [Line Items] | ||
Accrual for remediation of groundwater and soil | 4 | 4 |
Houston, Texas Plant Site [Member] | ||
Site Contingency [Line Items] | ||
Accrual for remediation of groundwater and soil | $ 4 | $ 5 |
Minimum [Member] | Former TEL Plant Site Louisiana And Houston Texas Plant Site [Member] | ||
Site Contingency [Line Items] | ||
Discount rate | 4.00% | 4.00% |
Maximum [Member] | Former TEL Plant Site Louisiana And Houston Texas Plant Site [Member] | ||
Site Contingency [Line Items] | ||
Discount rate | 9.00% | 9.00% |
Other Comprehensive Income (L44
Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss (Schedule of Components of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Pension Plans and Other Postretirement Benefits, Beginning Balance | $ (76,187) | $ (69,798) | |||
Foreign Currency Translation Adjustments, Beginning Balance | (106,323) | (74,728) | |||
Accumulated Other Comprehensive (Loss) Income, Beginning Balance | (182,510) | (144,526) | |||
Other comprehensive income (loss) before reclassifications, Pension Plans and Other Postretirement Benefits | (1,335) | (2,763) | |||
Other comprehensive income (loss) before reclassifications, Foreign Currency Translation Adjustments | 18,656 | (16,922) | |||
Other comprehensive income (loss) before reclassifications, Accumulated Other Comprehensive (Loss) Income | 17,321 | (19,685) | |||
Amounts reclassified from accumulated other comprehensive loss, Pension Plans and Other Postretirement Benefits | [1] | 1,269 | 1,640 | ||
Amounts reclassified from accumulated other comprehensive loss, Foreign Currency Translation Adjustments | 0 | 0 | |||
Amounts reclassified from accumulated other comprehensive loss, Accumulated Other Comprehensive (Loss) Income | 1,269 | 1,640 | |||
Total pension plans and other postretirement benefits | $ (965) | $ (2,134) | (66) | (1,123) | |
Other comprehensive income (loss), Foreign Currency Translation Adjustments | 5,642 | (6,599) | 18,656 | (16,922) | |
Other comprehensive income (loss) | 4,677 | (8,733) | 18,590 | (18,045) | |
Pension Plans and Other Postretirement Benefits, Ending Balance | (76,253) | (70,921) | (76,253) | (70,921) | |
Foreign Currency Translation Adjustments, Ending Balance | (87,667) | (91,650) | (87,667) | (91,650) | |
Accumulated Other Comprehensive (Loss) Income, Ending Balance | $ (163,920) | $ (162,571) | $ (163,920) | $ (162,571) | |
[1] | The pension plan and other postretirement benefit components of accumulated other comprehensive loss are included in the computation of net periodic benefit cost (income). See Note 4 in this Form 10-Q and Note 17 in our 2016 Annual Report for further information. |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | $ 104,996 | $ 192,154 | $ 187,908 | $ 93,424 |
Carrying Amount in Consolidated Balance Sheets [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 104,996 | 192,154 | ||
Fair Value [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and Cash Equivalents, Fair Value Disclosure | $ 104,996 | $ 192,154 |
Fair Value Measurements (Estima
Fair Value Measurements (Estimated Fair Value Of Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt (excluding capital lease obligation) | $ 606,945 | $ 502,505 |
Long-term debt (excluding capital lease obligation), Fair Value | $ 623,962 | $ 507,925 |
4.10% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, interest rate | 4.10% | |
3.78% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes, interest rate | 3.78% |