Commitments and Contingencies | 11. Commitments and Contingencies Waterlink In conjunction with the February 2004 purchase of substantially all of Waterlink Inc.’s (Waterlink) operating assets and the stock of Waterlink’s United Kingdom (UK) subsidiary, environmental studies were performed on Waterlink’s Columbus, Ohio property by environmental consulting firms that provided an identification and characterization of certain areas of contamination. In addition, these firms identified alternative methods of remediating the property and prepared cost evaluations of the various alternatives. The Company concluded from the information in the studies that a loss at this property was probable and recorded the liability. As of both September 30, 2017 and December 31, 2016, the balance recorded was $0.3 million as a component of accrued pension and other liabilities. The Company determined that additional site characterization work is needed to establish the next steps. No estimates regarding the timing or potential cost of remediation activities can be made until the additional site characterization work is finished. Planning for the additional characterization work has begun. Implementation timing will depend on acceptance by the Ohio Voluntary Action Program administrators. Liability estimates are based on an evaluation of, among other factors, currently available facts, existing technology, presently enacted laws and regulations, and the experience of experts in groundwater remediation. It is possible that a further change in the estimate of this obligation will occur as remediation progresses. Carbon Imports General Anti-Dumping Background: In March 2006, the Company and another U.S. producer of activated carbon requested that the U.S. Department of Commerce (Commerce Department) investigate unfair pricing of certain thermally activated carbon imported from the People’s Republic of China (China). In 2007, the Commerce Department found that imports of the subject merchandise from China were being unfairly priced (or “dumped”). Following a finding by the U.S. International Trade Commission (ITC) that the domestic industry was injured by unfairly traded imports of activated carbon from China, the Commerce Department issued an anti-dumping order imposing tariffs on Chinese imports to offset the amount of the unfair pricing. The Commerce Department published the anti-dumping order in the Federal Register in April 2007, and all imports from China remain subject to it. Importers of subject activated carbon from China are required to make cash deposits of estimated anti-dumping duties at the time the goods are entered into the U.S. customs territory. Final assessment of duties and duty deposits are subject to revision based on annual retrospective reviews conducted by the Commerce Department. The Company is a domestic producer, exporter from China (through its wholly-owned subsidiary Calgon Carbon (Tianjin) Co., Ltd. (Calgon Carbon Tianjin)), and a U.S. importer of the activated carbon that is subject to the anti-dumping order. As such, the Company’s involvement in the Commerce Department’s proceedings is both as a domestic producer (a “petitioner”) and as a foreign exporter (a “respondent”). The Company’s role as an importer, which has in the past (and may in the future) required it to pay anti-dumping duties, results in a contingent liability related to the final amount of tariffs that are ultimately assessed on the imported product following the Commerce Department’s annual review of relevant shipments and calculation of the anti-dumping duties due. The Company is currently required to post a duty of $0.616 per pound when importing activated carbon from Calgon Carbon Tianjin into the U.S. The impact of the tariffs to the Company’s financial results was not material for the three and nine months ended September 30, 2017, and 2016, respectively. However, the Company’s ultimate assessment rate and future cash deposit rate on such imports could change in the future, as a result of on-going proceedings before the Commerce Department. In February 2013, the ITC determined that the anti-dumping order on certain thermally activated carbon from China should remain in effect for an additional five years. As a result, the Commerce Department has continued to conduct annual reviews of sales made to the first unaffiliated U.S. customer, typically over the prior 12-month period. These annual reviews will continue through at least February 2018. In addition, the Commerce Department will continue to perform reviews from February 2018 to February 2019, dependent upon an affirmative outcome of the Second Sunset Review, which will be initiated in February 2018. These annual reviews can result in changes to the anti-dumping tariff rate (either increasing or reducing the rate) applicable to any foreign exporter. Revision of tariff rates has two effects. First, it will alter the actual amount of tariffs that U.S. Customs and Border Protection (Customs) will collect for the period reviewed, by either collecting additional duties, plus interest above those deposited with Customs by the U.S. importer at the time of entry or refunding a portion of the duties, plus interest deposited at the time of importation to reflect a decline in the margin of dumping. Second, the revised rate becomes the cash deposit rate applied to future entries, and can either increase or decrease the amount of duty deposits an importer will be required to post at the time of importation. Periods of Review (POR) I, II, IV, V, and VI are final and not subject to further review or appeal. A summary of the proceedings in the remaining PORs follows below. Period of Review III: In October, 2011, the Commerce Department published the final results of its third annual administrative review (POR III), which covers imports that entered the U.S. between April 1, 2009 and March 31, 2010. The Company’s ongoing duty deposit rate was adjusted to zero, and the Company recorded a receivable of $1.1 million reflecting expected refunds for duty deposits made during POR III. The Commerce Department continued to assign cooperative respondents involved in POR III a deposit rate of $0.127 per pound. The Commerce Department’s final results of POR III were appealed. In January, 2014, the Commerce Department filed its remand redetermination with the Court of International Trade (Court), continuing to calculate a zero duty for the Company during POR III. In addition, the Commerce Department revised its earlier determination and assigned a zero margin as a separate rate to several Chinese producers/exporters of steam activated carbon to the U.S. that were not subjected to an individual investigation. The Company contested this aspect of the Commerce Department’s redetermination. In November, 2014, the Court affirmed the Commerce Department’s remand determination. Various parties appealed the decision to the U.S. Court of Appeals for the Federal Circuit (Court of Appeals), which later affirmed the Court’s decision with respect to several Chinese parties, finding that they should be assigned a zero margin. The Court of Appeals remanded the action to the Court, and in April 2017 the Court issued a judgment affirming the Court of Appeals decision. Because no party appealed the Court’s judgment by the June 2017 deadline, the litigation over POR III is now finally concluded. In October 2017, the Company received $0.7 million of its duty deposits made during POR III and is awaiting payment of the remaining balance. Period of Review VII: The Commerce Department announced the final results for its seventh administrative review (POR VII) in October 2015, covering imports that entered the U.S. between April 1, 2013 and March 31, 2014. The Commerce Department calculated anti-dumping margins for the mandatory respondents it examined ranging from $0.00 per pound to $0.476 per pound, and it calculated an anti-dumping margin of $0.476 per pound for the separate rate respondents, including Calgon Carbon Tianjin. In October 2015, appeals were commenced challenging the final results. In April 2017, the Court remanded the matter to the Commerce Department to reconsider certain aspects of the final results. On August 10, 2017, the Commerce Department filed with the Court its remand redetermination, which did not make any modifications to the anti-dumping margins calculated in the final results for POR VII. A decision from the Court is possible in late 2017, or early 2018. Any revision to the final results is not expected to have a material impact on the Company’s financial results. Period of Review VIII: In September 2016, the Commerce Department announced the final margins for its eighth administrative review (POR VIII), which covers imports that entered the U.S. between April 1, 2014 and March 31, 2015. The final anti-dumping margins for the mandatory respondents ranged from $0.009 per pound to $0.797 per pound, while the separate rate respondents, including Calgon Carbon Tianjin, were assigned $0.616 per pound. In October 2016, appeals were commenced challenging the final results. In June 2017, the Court remanded the matter to the Commerce Department to allow it to reconsider certain issues identified by the Court in the litigation over POR VII. On September 5, 2017, the Commerce Department filed with the Court its remand redetermination, which did not make any modifications to the anti-dumping margins calculated in the final results for POR VIII. A decision from the Court is possible in early 2018. Any revision to the final results is not expected to have a material impact on the Company’s financial results. Period of Review IX: In November 2017, the Commerce Department published its final results for its ninth administrative review (POR IX) of the anti-dumping duty order covering the period April 1, 2015 through March 31, 2016. The final anti-dumping duties range from $0.00 per pound to $0.10 per pound for the Chinese entities subject to review. Calgon Carbon Tianjin was not subject to review under POR IX. Period of Review X: In April 2017, the Commerce Department published a notice allowing parties to request a tenth administrative review (POR X) of the anti-dumping duty order covering the period April 1, 2016 through March 31, 2017. The Commerce Department has selected the two largest Chinese exporters of activated carbon to the U.S. during the relevant period for mandatory examination. The Commerce Department is likely to issue the final results of the review in the fourth quarter of 2018. Big Sandy Plant In 2007, the Company received from the Environmental Protection Agency (EPA) Region 4 a report of a hazardous waste facility inspection performed by the EPA and the Kentucky Department of Environmental Protection (KYDEP) of the Company’s Big Sandy plant in Kentucky. Accompanying the report was a Notice of Violation alleging multiple violations of the Federal Resource Conservation and Recovery Act (RCRA) and corresponding EPA and KYDEP hazardous waste regulations as well as the Clean Water Act. The Company was required to conduct testing of the portion of stockpiled material dredged from onsite wastewater treatment lagoons that had not previously been tested in accordance with a pre-approved work plan and installed two ground water monitoring wells at the Company’s permitted solid waste landfill where some lagoon solids had previously been disposed. The landfill is considered a non-hazardous facility and regulated by the KYDEP. The testing of the stockpile material was completed and the results have been reviewed by the EPA. The Company received comments from the EPA including a request for a health and safety risk assessment similar to that which the Company performed on other materials from the lagoons. The Company has prepared this assessment and received a letter from the EPA in March 2017 indicating the EPA’s agreement with the Company’s conclusions. The stockpiled material was removed in 2015 and the Company will not be required to close or retrofit any of the wastewater treatment lagoons as RCRA hazardous waste management units and may continue to use them in their current manner. The Company has applied to the EPA for closure of this consent decree. As of September 30, 2017 and December 31, 2016, there is no liability recorded related to this issue. Calgon Carbon Japan (CCJ) On February 21, 2017, the Japan Fair Trade Commission (JFTC) informed the Company’s subsidiary, CCJ that it is investigating CCJ along with several other manufacturers and distributors that participate in the activated carbon market in Japan over concerns of anti-competitive conduct. The JFTC is investigating whether manufacturers and sellers of activated carbon used in water purification plants, garbage incineration plants and other similar facilities in Japan have acted in concert with each other in violation of the Japan Anti-Monopoly Act. JFTC agents searched the offices of CCJ, reviewing and collecting contracts and other business records and interviewed certain CCJ employees. It remains difficult to predict the outcome of this matter or what remedies, if any, may be imposed by the JFTC. CCJ is cooperating with the JFTC as it conducts its investigation. Chemviron Carbon Limited (CCL) The Company’s UK subsidiary, CCL, received notice from the UK Health and Safety Executive in July 2017 that proceedings would be brought against CCL for alleged violations of the UK Health and Safety at Work Act 1974 subsequent to an investigation of a workplace eye injury at CCL’s Tipton, UK plant that occurred in February 2016. On October 12, 2017, the court issued a judgment in the amount of 0.1 million GBP consisting of fines and costs. As such, as of September 30, 2017, the Company has recorded a liability as a component of accounts payable and accrued liabilities. Pending Merger Following the September 21, 2017 announcement of the Pending Merger with a subsidiary of Kuraray, putative class action lawsuits were filed. The first lawsuit was filed in the United States District Court for the District of Delaware and is captioned Mitchell v. Calgon Carbon Corporation, No. 1:17 cv 01572 UNA (Mitchell Lawsuit). The second lawsuit was filed in the United States District Court for the Western District of Pennsylvania and is captioned Assad v. Calgon Carbon Corporation, No. 2:17 cv 01433 AJS (Assad Lawsuit). The Mitchell Lawsuit together with the Assad Lawsuit (Merger Lawsuits), collectively seek to, among other things, enjoin the merger. The Merger Lawsuits allege, among other things, that the Company and members of the Company’s Board of Directors violated federal securities laws by failing to disclose material information relating to the merger, including with respect to the financial analyses of the Company’s financial advisor and financial projections prepared by the Company’s management. To date, neither the Company nor any member of the Company’s Board of Directors has been served with a complaint in respect of such litigation, and the Company has not made any response to the Merger Lawsuits. Other In addition to the matters described above, the Company is involved in various other legal proceedings, lawsuits and claims, including employment, product warranty and environmental matters of a nature considered normal to its business. It is the Company’s policy to accrue for amounts related to these legal matters when it is probable that a liability has been incurred and the loss amount is reasonably estimable. Management is currently unable to estimate the amount or range of reasonably possible losses, if any, resulting from such lawsuits and claims. |