What changed in this filing

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Item 1. Financial Statements

2022-04-28 compared with 2021-10-26 · 78 added, 139 removed, 290 unchanged (43% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per-share amounts) Third Quarter Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

(in thousands, except per-share amounts) Three Months Ended

Net sales $ 662,552 $ 566,615

5 unchanged sentences

Interest and financing expenses, net 9,406 6,343

Loss on early extinguishment of debt 7,545 0

Other income (expense), net 7,168 7,212

7 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) Third Quarter Ended

September 30, Nine Months Ended

September 30,

2021 2020 2021 2020

(in thousands) Three Months Ended

Net income $ 59,318 $ 69,712

1 unchanged sentence

Pension plans and other postretirement benefits:

Prior service credit (cost) arising during the period, net of income tax expense (benefit) of $ 8 in third quarter and nine months 2021, $( 7 ) in third quarter and nine months 2020

27 ( 23 ) 27 ( 23 )

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 157 ) in third quarter 2021, $( 169 ) in third quarter 2020, $( 472 ) in nine months 2021, and $( 510 ) in nine months 2020

( 496 ) ( 528 ) ( 1,481 ) ( 1,590 )

Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $( 433 ) in third quarter 2021, $ 977 in third quarter 2020, $( 652 ) in nine months 2021, and $ 977 in nine months 2020

( 1,363 ) 3,008 ( 2,020 ) 3,008

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $ 593 in third quarter 2021, $ 297 in third quarter 2020, $ 1,697 in nine months 2021, and $ 1,090 in nine months 2020

Amortization of prior service cost (credit) included in net periodic benefit cost (income), net of income tax expense (benefit) of $( 156 ) in 2022, and $( 159 ) in 2021

( 496 ) ( 491 )

Actuarial net gain (loss) arising during the period, net of income tax expense (benefit) of $ 7 in 2022, and $( 219 ) in 2021

Amortization of actuarial net loss (gain) included in net periodic benefit cost (income), net of income tax expense (benefit) of $ 175 in 2022, and $ 529 in 2021

Total pension plans and other postretirement benefits

( 26 ) 3,398 1,871 4,863

Foreign currency translation adjustments, net of income tax expense (benefit) of $( 535 ) in third quarter 2021,$( 118 ) in third quarter 2020, $( 214 ) in nine months 2021, and $( 1,110 ) in nine months 2020

Foreign currency translation adjustments, net of income tax expense (benefit) of $ 1,131 in 2022, and $( 464 ) in 2021

( 3,102 ) 467

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts) September 30,

(in thousands, except share amounts) March 31,

2022 December 31,

20 unchanged sentences

Operating lease liabilities 16,174 15,709

Current portion of long-term debt 0 349,434

Other current liabilities 7,079 7,654

8 unchanged sentences

authorized shares - 80,000,000 ;

issued and outstanding shares - 10,637,047 at September 30, 2021 and 10,921,377 at December 31, 2020)

issued and outstanding shares - 10,254,703 at March 31, 2022 and 10,362,722 at December 31, 2021)

Accumulated other comprehensive loss ( 85,270 ) ( 82,227 )

9 unchanged sentences

Shares Amount

Balance at June 30, 2020 10,923,999 $ 281 $ ( 176,652 ) $ 811,656 $ 635,285

Net income 95,794 95,794

Other comprehensive income (loss) 13,754 13,754

Cash dividends ($ 1.90 per share)

( 20,751 ) ( 20,751 )

Repurchases of common stock ( 3,835 ) ( 870 ) ( 564 ) ( 1,434 )

Stock-based compensation 1,225 876 2 878

Balance at September 30, 2020 10,921,389 $ 287 $ ( 162,898 ) $ 886,137 $ 723,526

Balance at June 30, 2021 10,928,129 $ 1,748 $ ( 164,947 ) $ 1,012,409 $ 849,210

Net income 52,038 52,038

Other comprehensive income (loss) ( 7,427 ) ( 7,427 )

Cash dividends ($ 2.10 per share)

( 22,590 ) ( 22,590 )

Repurchases of common stock ( 292,392 ) ( 2,748 ) ( 96,712 ) ( 99,460 )

Stock-based compensation 1,310 1,000 2 1,002

Balance at September 30, 2021 10,637,047 $ 0 $ ( 172,374 ) $ 945,147 $ 772,773

Balance at December 31, 2020 10,921,377 $ 717 $ ( 173,164 ) $ 932,271 $ 759,824

3 unchanged sentences

( 20,763 ) ( 20,763 )

Repurchases of common stock ( 270,963 ) ( 2,630 ) ( 98,804 ) ( 101,434 )

Tax withholdings related to stock-based compensation

( 1,547 ) ( 641 ) ( 641 )

Stock-based compensation 6,777 473 473

Balance at September 30, 2020 10,921,389 $ 287 $ ( 162,898 ) $ 886,137 $ 723,526

Balance at March 31, 2021 10,928,154 $ 1,190 $ ( 172,055 ) $ 981,220 $ 810,355

Balance at December 31, 2021 10,362,722 $ 0 $ ( 82,227 ) $ 844,356 $ 762,129

5 unchanged sentences

Stock-based compensation 7,777 597 6 603

Balance at September 30, 2021 10,637,047 $ 0 $ ( 172,374 ) $ 945,147 $ 772,773

Balance at March 31, 2022 10,254,703 $ 0 $ ( 85,270 ) $ 845,360 $ 760,090

See accompanying Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) Nine Months Ended

September 30,

(in thousands) Three Months Ended

Cash and cash equivalents at beginning of year $ 83,304 $ 125,172

3 unchanged sentences

Depreciation and amortization 21,072 20,631

Deferred income tax expense 6,205 5,405

Gain on sale of land 0 ( 16,483 )

Unrealized (gain) loss on marketable securities 3,414 0

Deferred income tax (benefit) expense ( 12,135 ) 2,455

Loss on early extinguishment of debt 7,545 0

Working capital changes ( 66,987 ) ( 41,421 )

Loss on marketable securities 2,977 0

Cash pension and postretirement contributions ( 2,099 ) ( 2,577 )

5 unchanged sentences

Proceeds from sales and maturities of marketable securities 372,846 0

Proceeds from sale of land 0 20,000

Other, net 0 ( 927 )

Cash provided from (used in) investing activities 359,447 ( 20,524 )

Cash flows from financing activities:

Net borrowings (repayments) under revolving credit facility 1,000 ( 34,678 )

Redemption of 4.10 % senior notes

( 350,000 ) 0

Net borrowings under revolving credit facility 51,000 0

Issuance of 2.70 % senior notes

1 unchanged sentence

Repurchases of common stock ( 37,347 ) 0

Cash costs of 4.10 % senior notes redemption

Debt issuance costs 0 ( 2,932 )

2 unchanged sentences

Effect of foreign exchange on cash and cash equivalents 867 ( 1,056 )

Decrease in cash and cash equivalents ( 65,559 ) ( 26,696 )

Increase in cash and cash equivalents 1,246 397,233

Cash and cash equivalents at end of period $ 84,550 $ 522,405

3 unchanged sentences

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 presentation of, in all material respects, our consolidated financial position as of September 30, 2021 and December 31, 2020, and our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the third quarter and nine months ended September 30, 2021 and September 30, 2020, and our cash flows for the nine months ended September 30, 2021 and September 30, 2020.

In the opinion of management, the accompanying consolidated financial statements of NewMarket Corporation and its subsidiaries contain all necessary adjustments for the fair presentation of, in all material respects, our consolidated financial position as of March 31, 2022 and December 31, 2021, and our consolidated results of operations, comprehensive income, and changes in shareholders' equity for the three months ended March 31, 2022 and March 31, 2021, and our cash flows for the three months ended March 31, 2022 and March 31, 2021.

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, 2021 (2021 Annual Report), as filed with the Securities and Exchange Commission (SEC).

The results of operations for the nine month period ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021.

The results of operations for the three month period ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.

The December 31, 2021 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.

11 unchanged sentences

Information on net sales by segment is in Note 3.

Third Quarter Ended

September 30, Nine Months Ended

September 30,

Three Months Ended

(in thousands) 2022 2021

11 unchanged sentences

Net Sales by Segment

Third Quarter Ended

September 30, Nine Months Ended

September 30,

Three Months Ended

(in thousands) 2022 2021

6 unchanged sentences

Segment Operating Profit

Third Quarter Ended

September 30, Nine Months Ended

September 30,

Three Months Ended

(in thousands) 2022 2021

4 unchanged sentences

Interest and financing expenses, net ( 9,406 ) ( 6,343 )

Loss on early extinguishment of debt ( 7,545 ) 0

Other income (expense), net 7,328 6,618

4 unchanged sentences

Pension Plans and Other Postretirement Benefits

The table below shows cash contributions made during the nine months ended September 30, 2021, as well as the remaining cash contributions we expect to make during the year ending December 31, 2021, for our domestic and foreign pension plans and domestic postretirement benefit plan.

(in thousands) Actual Cash Contributions for Nine Months Ended September 30, 2021 Expected Remaining Cash Contributions for Year Ending December 31, 2021

The table below shows cash contributions made during the three months ended March 31, 2022, as well as the remaining cash contributions we expect to make during the year ending December 31, 2022, for our domestic and foreign pension plans and domestic postretirement benefit plan.

(in thousands) Actual Cash Contributions for Three Months Ended March 31, 2022 Expected Remaining Cash Contributions for Year Ending December 31, 2022

Domestic plans

9 unchanged sentences

Pension Benefits Postretirement Benefits

Third Quarter Ended September 30,

(in thousands) 2021 2020 2021 2020

Service cost $ 4,858 $ 4,012 $ 310 $ 250

Interest cost 3,282 3,311 285 314

Expected return on plan assets ( 9,666 ) ( 9,309 ) ( 213 ) ( 222 )

Amortization of prior service cost (credit) 66 70 ( 757 ) ( 757 )

Amortization of actuarial net (gain) loss 1,502 874 2 0

Net periodic benefit cost (income) $ 42 $ ( 1,042 ) $ ( 373 ) $ ( 415 )

Pension Benefits Postretirement Benefits

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2022 2021 2022 2021

5 unchanged sentences

Net periodic benefit cost (income) $ ( 2,091 ) $ ( 157 ) $ ( 404 ) $ ( 436 )

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pension Benefits

Third Quarter Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2022 2021

6 unchanged sentences

Earnings Per Share

We had 26,618 shares of nonvested restricted stock at September 30, 2021 and 19,963 shares of nonvested restricted stock at September 30, 2020 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

We had 34,349 shares of nonvested restricted stock at March 31, 2022 and 26,728 shares of nonvested restricted stock at March 31, 2021 that were excluded from the calculation of diluted earnings per share, as their effect on earnings per share would be anti-dilutive.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The nonvested restricted stock is considered a participating security since the restricted stock contains nonforfeitable rights to dividends.

1 unchanged sentence

The following table illustrates the earnings allocation method utilized in the calculation of basic and diluted earnings per share.

Third Quarter Ended

September 30, Nine Months Ended

September 30,

Three Months Ended

(in thousands, except per-share amounts) 2022 2021

3 unchanged sentences

Earnings allocated to participating securities

129 172 412 326

Net income attributable to common shareholders after allocation of earnings to participating securities

4 unchanged sentences

Earnings per share - basic and diluted $ 5.75 $ 6.38

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Marketable Securities

During May 2021, NewMarket invested in both debt and equity marketable securities.

The debt securities are designated as trading.

The marketable securities are recorded on a settlement date basis at estimated fair value and are classified as current assets in the Consolidated Balance Sheets.

Unrealized gains and losses, as well as the investment income attributable to the debt and equity securities, are reported in Other income (expense), net in the Consolidated Statements of Income.

The debt securities have a cost basis of $ 50 million and the equity securities have a cost basis of $ 332 million at September 30, 2021.

The fair value of both the debt and equity securities are shown in the second table below.

The portion of unrealized gains and losses for the period related to both the debt and equity securities still held at the reporting date are as follows:

Third Quarter Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2021 2021

Unrealized gains and (losses) recognized during the reporting period on debt securities still held at the reporting date $ ( 287 ) $ ( 231 )

Unrealized gains and (losses) recognized during the reporting period on equity securities still held at the reporting date $ ( 813 ) $ ( 3,183 )

During 2021, NewMarket invested in both debt, which was designated as trading, and equity marketable securities.

Subsequently, during the first three months of 2022, we sold all of the marketable securities.

While held, the marketable securities were recorded on a settlement date basis at estimated fair value and were classified as current assets in the Consolidated Balance Sheets.

Gains and losses, as well as the investment income attributable to the debt and equity securities, are reported in Other income (expense), net in the Consolidated Statements of Income.

The debt securities had a cost basis of $ 50 million and the equity securities had a cost basis of $ 334 million at December 31, 2021.

At March 31, 2022 the cost basis for all marketable securities was zero .

The following table provides information on the fair value of the marketable securities, as well as the related level within the fair value hierarchy.

The estimated fair value of debt securities is based on reported trades of the debt security adjusted for other observable market data including, but not limited to, benchmark yield curves, market-based quotes of similar assets, and other market-corroborated inputs.

The estimated fair value of equity securities is based on actively quoted market prices.

September 30, 2021

The estimated fair value of debt securities was based on reported trades of the debt security adjusted for other observable market data including, but not limited to, benchmark yield curves, market-based quotes of similar assets, and other market-corroborated inputs.

The estimated fair value of equity securities was based on actively quoted market prices.

December 31, 2021

Fair Value Measurements Using

5 unchanged sentences

Total marketable securities $ 375,918 $ 327,191 $ 48,727 $ 0

September 30, December 31,

March 31, December 31,

(in thousands)

6 unchanged sentences

Intangibles (Net of Amortization) and Goodwill

The net carrying amount of intangibles and goodwill was $ 128 million at September 30, 2021 and $ 130 million at December 31, 2020.

The net carrying amount of intangibles and goodwill was $ 127 million at March 31, 2022 and $ 128 million at December 31, 2021.

The gross carrying amount and accumulated amortization of each type of intangible asset and goodwill are presented in the table below.

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

(in thousands) Gross

9 unchanged sentences

All of the intangibles relate to the petroleum additives segment.

The change in the gross carrying amount between December 31, 2020 and September 30, 2021 is due to a customer base becoming fully amortized and foreign currency fluctuation.

The change in the gross carrying amount between December 31, 2021 and March 31, 2022 is due to foreign currency fluctuation.

There is no accumulated goodwill impairment.

Amortization expense was (in thousands):

Third quarter ended September 30, 2021 $ 356

Nine months ended September 30, 2021 1,800

Third quarter ended September 30, 2020 586

Nine months ended September 30, 2020 2,322

Three months ended March 31, 2022 355

Three months ended March 31, 2021 721

Estimated amortization expense for the remainder of 2022, as well as estimated annual amortization expense related to our intangible assets for the next five years, is expected to be (in thousands):

2 unchanged sentences

and formulas and technology over 6 years.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Long-term Debt

(in thousands) September 30,

(in thousands) March 31,

2022 December 31,

1 unchanged sentence

$ 392,074 $ 391,853

Senior notes - 4.10 % due 2022 (net of related deferred financing costs)

349,287 348,848

Senior notes - 3.78 % due 2029

250,000 250,000

Senior notes - 4.10 % due 2022 (net of related deferred financing costs)

Revolving credit facility 199,000 148,000

841,074 1,139,287

Senior Notes - On March 18, 2021, we issued $ 400 million aggregate principal amount of 2.70 % senior notes due 2031.

The 2.70 % senior notes are general unsecured senior obligations and rank equally with our other unsecured senior indebtedness.

Current maturity of 4.10 % senior notes

$ 841,074 $ 789,853

Senior Notes - The outstanding 2.70 % senior notes, which were issued in 2021, are unsecured with an aggregate principal amount of $ 400 million.

The offer and sale of the notes were registered under the Securities Act of 1933, as amended.

We incurred financing costs in 2021 of approximately $ 4 million related to the 2.70 % senior notes, which are being amortized over the term of the notes.

The indenture governing the 2.70 % senior notes includes certain customary covenants that, among other things and subject to certain qualifications and exceptions, limit our ability and the ability of our subsidiaries to:

• grant liens to secure indebtedness;

• engage in sale and lease back transactions;

• merge or consolidate with, or convey, transfer or lease all or substantially all of our assets to a third party.

The outstanding 4.10 % senior notes are unsecured, with an aggregate principal amount of $ 350 million and are registered under the Securities Act of 1933, as amended.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The outstanding 3.78 % senior notes are unsecured and were issued in a 2017 private placement with The Prudential Insurance Company of America and certain other purchasers.

We were in compliance with all covenants under all issuances of outstanding senior notes as of September 30, 2021 and December 31, 2020.

On March 15, 2022 we redeemed the 4.10 % senior notes at a redemption price of 100 % of the principal amount of $ 350 million plus the accrued and unpaid interest on the notes and the applicable premium as outlined in the Indenture dated December 20, 2012.

The 4.10 % senior notes were due December 2022.

We recognized a loss of $ 7.5 million on the early extinguishment including cash paid of $ 7.1 million for the premium on the early redemption and a write-off of $ 0.4 million of unamortized deferred financing costs.

We were in compliance with all covenants under all issuances of outstanding senior notes as of March 31, 2022 and December 31, 2021.

Revolving Credit Facility - The revolving credit facility has a borrowing capacity of $ 900 million, a term of five years , and matures on March 5, 2025.

The obligations under the revolving credit facility are unsecured and are fully and unconditionally guaranteed by NewMarket.

The average interest rate for borrowings under the credit agreement was 2.7 % during the first nine months of 2021.

Outstanding letters of credit amounted to approximately $ 2 million at both September 30, 2021 and December 31, 2020.

The unused portion of the credit facility amounted to $ 897 million as of September 30, 2021 and $ 898 million at December 31, 2020.

We were in compliance with all covenants under the revolving credit facility as of September 30, 2021 and December 31, 2020.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The average interest rate for borrowings under the credit agreement was 1.8 % during the first three months of 2022 and 1.6 % during the full year of 2021.

We were in compliance with all covenants under the revolving credit facility as of March 31, 2022 and December 31, 2021.

Outstanding borrowings under the revolving credit facility amounted to $ 199 million at March 31, 2022 and $ 148 million at December 31, 2021.

Outstanding letters of credit amounted to approximately $ 2 million at March 31, 2022 and at December 31, 2021.

The unused portion of the credit facility amounted to $ 699 million as of March 31, 2022 and $ 750 million at December 31, 2021.

Commitments and Contingencies

7 unchanged sentences

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 consolidated financial position, results of operations, and cash flows.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 9 million at September 30, 2021 and $ 10 million at December 31, 2020.

Our total accruals for environmental remediation, dismantling, and decontamination were approximately $ 10 million at March 31, 2022 and $ 11 million at December 31, 2021.

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 plant site in Louisiana and a Houston, Texas plant site.

Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 7 million of the total accrual above at September 30, 2021 and $ 8 million at December 31, 2020, using discount rates ranging from 3 % to 9 % for both periods.

The aggregate undiscounted amount for these sites was $ 9 million at both September 30, 2021 and December 31, 2020.

Together, the amounts accrued on a discounted basis related to these sites represented approximately $ 8 million of the total accrual above at both March 31, 2022 and December 31, 2021, using discount rates ranging from 3 % to 9 % for both periods.

The aggregate undiscounted amount for these sites was $ 10 million at both March 31, 2022 and December 31, 2021.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

10 unchanged sentences

642 467 1,109

Balance at September 30, 2020 $ ( 64,932 ) $ ( 97,966 ) $ ( 162,898 )

Balance at March 31, 2021 $ ( 92,129 ) $ ( 79,926 ) $ ( 172,055 )

Balance at December 31, 2021 $ 1,522 $ ( 83,749 ) $ ( 82,227 )

2 unchanged sentences

Amounts reclassified from accumulated other comprehensive loss (a)

3,864 0 3,864

Other comprehensive income (loss)

59 ( 3,102 ) ( 3,043 )

Balance at September 30, 2021 $ ( 90,900 ) $ ( 81,474 ) $ ( 172,374 )

Balance at March 31, 2022 $ 1,581 $ ( 86,851 ) $ ( 85,270 )

(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 Quarterly Report on Form 10-Q and Note 18 in our 2021 Annual Report for further information.

NEWMARKET CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

The carrying amount of cash and cash equivalents in the Consolidated Balance Sheets, as well as the fair value, was $ 60 million at September 30, 2021 and $ 125 million at December 31, 2020.

The carrying amount of cash and cash equivalents in the Consolidated Balance Sheets, as well as the fair value, was $ 85 million at March 31, 2022 and $ 83 million at December 31, 2021.

The fair value is classified as Level 1 in the fair value hierarchy.

No material events occurred during the nine months ended September 30, 2021 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

No material events occurred during the three months ended March 31, 2022 requiring adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis.

Long-term debt – We record the carrying amount of our long-term debt at historical cost, less deferred financing costs related to our publicly traded senior notes.

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 senior notes included in the table below is based on the last quoted price closest to September 30, 2021.

The estimated fair value of our publicly-traded senior notes included in the table below is based on the last quoted price closest to March 31, 2022.

The fair value of our debt instruments are classified as Level 2.

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

(in thousands) Carrying

Value Carrying

Long-term debt $ 991,919 $ 1,044,278 $ 598,848 $ 648,671

Long-term debt, including current maturities $ 841,074 $ 817,137 $ 1,139,287 $ 1,178,066

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements