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Commitments And Contingencies
9 Months Ended
Sep. 30, 2011
Commitments And Contingencies [Abstract] 
Commitments And Contingencies

NOTE 13—COMMITMENTS AND CONTINGENCIES

Resolution of certain government investigations and other matters

As we have previously disclosed, the Company reached a $40.2 million settlement to resolve all matters in respect of investigations by U.S. and United Kingdom government authorities into certain legacy transactions conducted by the Company and its subsidiaries under the United Nations Oil for Food Program ("OFFP"), the U.S. Foreign Corrupt Practices Act ("FCPA"), the U.S. Cuban Assets Control Regulations ("CACR") and United Kingdom anti-bribery laws. The settlement consists of fines, penalties and disgorgements which are payable over a period of four years commencing 2010. As at September 30, 2011, the expected schedule of payments was as follows:

 

(in millions)

    Government
Authorities		     Compliance
Monitor		     Total  

Fines, penalties and disgorgements

    $ 40.2      $ 0.0      $ 40.2   

Probable future expenses

      0.0        3.9        3.9   

Less discounting to net present value

      (0.4 )      0.0        (0.4 ) 
  

 

 

    

 

 

    

 

 

  
     39.8        3.9        43.7   

Amounts paid:

       

- fixed

      (16.7 )      (0.7 )      (17.4 ) 

- contingent on future trading

      (2.5 )      0.0        (2.5 ) 

Exchange effect

      0.2        0.0        0.2   
  

 

 

    

 

 

    

 

 

  
     20.8        3.2        24.0   

Due within one year

      (9.6 )      (1.3 )      (10.9 ) 
  

 

 

    

 

 

    

 

 

  
   $ 11.2      $ 1.9      $ 13.1   
  

 

 

    

 

 

    

 

 

  

For accounting purposes only we are required under GAAP, in accordance with our accounting policy, to discount elements of the fines, penalties and disgorgements to their net present value.

For additional details regarding the settlement, see the Legal Proceedings section in our Annual Report on Form 10-K for the year ended December 31, 2010.

Settlement of NewMarket Corporation civil complaint

As we have previously disclosed, the Company and its subsidiaries, Alcor Chemie Vertriebs GmbH and Innospec Limited, were the subject of two civil actions brought by NewMarket Corporation and its subsidiary, Afton Chemical Corporation (collectively, "NewMarket"). NewMarket and the Company agreed to settle these actions pursuant to the terms of a settlement agreement between them signed on September 13, 2011 which provided for mutual releases of the parties and dismissal of the actions with prejudice. Under the settlement agreement, the Company will pay NewMarket an aggregate amount of approximately $45.0 million, payable in a combination of cash, a promissory note and stock, of which $25.0 million was paid in cash in September 2011, $15.0 million is payable in three equal annual installments under the promissory note (carrying simple interest at 1% per annum) the first installment of which is due on September 10, 2012, and approximately $5.0 million was paid in the form of 195,313 shares of the Company's common stock transferred to NewMarket in September 2011.

 

Other legal matters

While we are involved from time to time in claims and legal proceedings that result from, and are incidental to, the conduct of our business including business and commercial litigation, employee and product liability claims, there are no other material pending legal proceedings to which the Company or any of its subsidiaries is a party, or of which any of their property is subject, although an adverse resolution of an unexpectedly large number of these individual items could in the aggregate have a material adverse effect on results of operations for a particular year or quarter.

Guarantees

The Company and certain of the Company's consolidated subsidiaries are contingently liable for certain obligations of affiliated companies primarily in the form of guarantees of debt and performance under contracts entered into as a normal business practice. This includes guarantees of non-U.S. excise taxes and customs duties. As at September 30, 2011, such contingent liabilities amounted to $6.3 million.

Under the terms of the guarantee arrangements, generally the Company would be required to perform should the affiliated company fail to fulfill its obligations under the arrangements. In some cases, the guarantee arrangements have recourse provisions that would enable the Company to recover any payments made under the terms of the guarantees from securities held of the guaranteed parties' assets.

The Company and its affiliates have numerous long-term sales and purchase commitments in their various business activities, which are expected to be fulfilled with no adverse consequences material to the Company.