STEPAN CO 10-Q

Item 1 - Financial Statements STEPAN COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME Unaudited (In thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net Sales $ 556,405 $ 579,975 $ 1,107,823 $ 1,231,411 Cost of Sales 486,853 513,578 967,990 1,091,454 Gross Profit 69,552 66,397 139,833 139,957 Operating Expenses: Selling 11,828 11,109 23,216 24,176 Administrative 24,569 22,589 47,259 45,228 Research, development and technical services 14,093 14,105 28,349 29,243 Deferred compensation expense 395 743 2,173 2,245 50,885 48,546 100,997 100,892 Business restructuring expense — 42 — 199 Operating Income 18,667 17,809 38,836 38,866 Other Income (Expense): Interest, net ( 2,661 ) ( 3,865 ) ( 5,732 ) ( 6,687 ) Other, net (Note 15) 1,200 2,370 3,562 4,038 ( 1,461 ) ( 1,495 ) ( 2,170 ) ( 2,649 ) Income Before Provision for Income Taxes 17,206 16,314 36,666 36,217 Provision for Income Taxes 7,685 3,630 13,252 7,391 Net Income 9,521 12,684 23,414 28,826 Net Income Per Common Share (Note 10): Basic $ 0.42 $ 0.56 $ 1.03 $ 1.27 Diluted $ 0.42 $ 0.55 $ 1.02 $ 1.25 Shares Used to Compute Net Income Per Common Share (Note 10): Basic 22,827 22,768 22,825 22,763 Diluted 22,936 22,945 22,942 22,970 The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements. 2 STEPAN COMPANY CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Unaudited (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net Income $ 9,521 $ 12,684 $ 23,414 $ 28,826 Other Comprehensive Income: Foreign currency translation adjustments (Note 11) ( 25,411 ) 16,497 ( 31,962 ) 34,920 Defined benefit pension adjustments, net of tax (Note 11) 57 60 115 118 Derivative instrument activity, net of tax (Note 11) ( 280 ) 1,621 549 104 Total Other Comprehensive Income ( 25,634 ) 18,178 ( 31,298 ) 35,142 Comprehensive Income $ ( 16,113 ) $ 30,862 $ ( 7,884 ) $ 63,968 The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements. 3 STEPAN COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (Dollars in thousands) June 30, 2024 December 31, 2023 Assets Current Assets: Cash and cash equivalents $ 124,708 $ 129,823 Receivables, net 437,349 422,050 Inventories (Note 6) 266,011 265,558 Other current assets 39,072 34,452 Total current assets 867,140 851,883 Property, Plant and Equipment: Cost 2,611,677 2,585,058 Less: Accumulated depreciation ( 1,416,560 ) ( 1,378,393 ) Property, plant and equipment, net 1,195,117 1,206,665 Goodwill, net 94,377 97,442 Other intangible assets, net 47,652 52,571 Long-term investments (Note 3) 24,076 26,804 Operating lease assets (Note 7) 69,136 70,646 Other non-current assets 51,092 57,343 Total assets $ 2,348,590 $ 2,363,354 Liabilities and Equity Current Liabilities: Current maturities of debt (Note 14) $ 282,350 $ 252,898 Accounts payable 251,191 233,031 Accrued liabilities 121,654 121,941 Total current liabilities 655,195 607,870 Deferred income taxes 10,224 10,373 Long-term debt, less current maturities (Note 14) 374,708 401,248 Non-current operating lease liabilities (Note 7) 56,665 58,026 Other non-current liabilities 59,362 69,347 Commitments and Contingencies (Note 8) Equity: Common stock, $ 1 par value; authorized 60,000,000 shares; 27,142,160 issued shares in 2024 and 27,005,852 issued shares in 2023 27,142 27,006 Additional paid-in capital 250,945 247,032 Accumulated other comprehensive loss (Note 11) ( 161,900 ) ( 130,602 ) Retained earnings 1,264,027 1,257,466 Less: Common treasury stock, at cost, 4,652,346 shares in 2024 and 4,628,072 shares in 2023 ( 187,778 ) ( 184,412 ) Total equity 1,192,436 1,216,490 Total liabilities and equity $ 2,348,590 $ 2,363,354 The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements. 4 STEPAN COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited (In thousands) Six Months Ended June 30, 2024 2023 Cash Flows From Operating Activities Net income $ 23,414 $ 28,826 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 55,614 52,011 Deferred compensation 2,173 2,245 Realized and unrealized gains on long-term investments ( 2,946 ) ( 3,079 ) Stock-based compensation 2,930 2,158 Deferred income taxes 6,393 ( 3,196 ) Other non-cash items 977 681 Changes in assets and liabilities: Receivables, net ( 27,345 ) 22,760 Inventories ( 9,686 ) 70,069 Other current assets ( 5,095 ) ( 9,543 ) Accounts payable and accrued liabilities 26,602 ( 116,527 ) Pension liabilities ( 943 ) ( 998 ) Environmental and legal liabilities 171 ( 8,612 ) Deferred revenues ( 1,203 ) ( 993 ) Net Cash Provided By Operating Activities 71,056 35,802 Cash Flows From Investing Activities Expenditures for property, plant and equipment ( 59,867 ) ( 159,900 ) Other, net 5,831 1,669 Net Cash Used In Investing Activities ( 54,036 ) ( 158,231 ) Cash Flows From Financing Activities Revolving debt and bank overdrafts, net (Note 14) 27,379 109,448 Other debt repayments (Note 6) ( 24,286 ) ( 14,286 ) Dividends paid ( 16,853 ) ( 16,317 ) Stock option exercises 966 1,916 Other, net ( 3,211 ) ( 2,805 ) Net Cash Provided By (Used In) Financing Activities ( 16,005 ) 77,956 Effect of Exchange Rate Changes on Cash ( 6,130 ) 4,652 Net Decrease in Cash and Cash Equivalents ( 5,115 ) ( 39,821 ) Cash and Cash Equivalents at Beginning of Period 129,823 173,750 Cash and Cash Equivalents at End of Period $ 124,708 $ 133,929 Supplemental Cash Flow Information Cash payments of income taxes, net of refunds $ 6,022 $ 19,777 Cash payments of interest $ 14,022 $ 13,492 The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements. 5 STEPAN COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2024 Unaudited 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated financial statements included herein have been prepared by Stepan Company (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate and make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring accruals, necessary to present fairly the Company’s financial position as of June 30, 2024, its results of operations for the three and six months ended June 30, 2024 and 2023 and cash flows for the six months ended June 30, 2024 and 2023, have been included. These financial statements and related footnotes should be read in conjunction with the financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (2023 Annual Report on Form 10-K). 2. RECONCILIATIONS OF EQUITY Below are reconciliations of total equity for the three and six months ended June 30, 2024 and 2023: (In thousands, except share and per share amounts) Total Common Stock Additional Paid-in Capital Common Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Balance, March 31, 2024 $ 1,214,522 $ 27,125 $ 248,337 $ ( 187,611 ) $ ( 136,266 ) $ 1,262,937 Issuance of 2,456 shares of common stock under incentive compensation plan 101 2 99 — — — Stock-based and deferred compensation 2,357 15 2,509 ( 167 ) — — Net income 9,521 — — — — 9,521 Other comprehensive income ( 25,634 ) — — — ( 25,634 ) — Cash dividends paid: Common stock ($ 0.375 per share) ( 8,431 ) — — — — ( 8,431 ) Balance, June 30, 2024 $ 1,192,436 $ 27,142 $ 250,945 $ ( 187,778 ) $ ( 161,900 ) $ 1,264,027 (In thousands, except share and per share amounts) Total Common Stock Additional Paid-in Capital Common Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Balance, December 31, 2023 $ 1,216,490 $ 27,006 $ 247,032 $ ( 184,412 ) $ ( 130,602 ) $ 1,257,466 Issuance of 23,124 shares of common stock under incentive compensation plan 966 23 943 — — — Stock-based and deferred compensation ( 283 ) 113 2,970 ( 3,366 ) — — Net income 23,414 — — — — 23,414 Other comprehensive income ( 31,298 ) — — — ( 31,298 ) — Cash dividends paid: Common stock ($ 0.750 per share) ( 16,853 ) — — — — ( 16,853 ) Balance, June 30, 2024 $ 1,192,436 $ 27,142 $ 250,945 $ ( 187,778 ) $ ( 161,900 ) $ 1,264,027 6 (In thousands, except share and per share amounts) Total Common Stock Additional Paid-in Capital Common Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Balance, March 31, 2023 $ 1,189,913 $ 26,958 $ 239,585 $ ( 184,194 ) $ ( 150,548 ) $ 1,258,112 Issuance of 6,791 shares of common stock under incentive compensation plan 402 7 395 — — — Stock-based and deferred compensation 2,077 13 2,235 ( 171 ) — — Net income 12,684 — — — — 12,684 Other comprehensive income 18,178 — — — 18,178 — Cash dividends paid: Common stock ($ 0.365 per share) ( 8,157 ) — — — — ( 8,157 ) Balance, June 30, 2023 $ 1,215,097 $ 26,978 $ 242,215 $ ( 184,365 ) $ ( 132,370 ) $ 1,262,639 (In thousands, except share and per share amounts) Total Common Stock Additional Paid-in Capital Common Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Balance, December 31, 2022 $ 1,166,065 $ 26,841 $ 237,202 $ ( 180,596 ) $ ( 167,512 ) $ 1,250,130 Issuance of 32,772 shares of common stock under incentive compensation plan 1,916 33 1,883 — — — Stock-based and deferred compensation ( 535 ) 104 3,130 ( 3,769 ) — — Net income 28,826 — — — — 28,826 Other comprehensive income 35,142 — — — 35,142 — Cash dividends paid: Common stock ($ 0.730 per share) ( 16,317 ) — — — — ( 16,317 ) Balance, June 30, 2023 $ 1,215,097 $ 26,978 $ 242,215 $ ( 184,365 ) $ ( 132,370 ) $ 1,262,639 3. FAIR VALUE MEASUREMENTS Derivative assets and liabilities include the foreign currency exchange and interest rate swap contracts discussed in Note 4, Derivative Instruments , of the notes to the Company’s condensed consolidated financial statements (included in Item 1 of this Form 10-Q). Fair value and carrying value were the same because the contracts were recorded at fair value. The fair values of the foreign currency contracts were calculated as the difference between the applicable forward foreign exchange rates at the reporting date and the contracted foreign exchange rates multiplied by the contracted notional amounts. The fair value of the interest rate swap was calculated as the difference between the contracted swap rate and the floating interest rate multiplied by the present value of the notional amount of the contract. At June 30, 2024, and December 31, 2023 , the fair values and related carrying values of debt, including current maturities, were as follows (the fair value and carrying value amounts are presented without regard to unamortized debt issuance costs of $ 650,000 and $ 895,000 as of June 30, 2024 and December 31, 2023, respectively): (In thousands) June 30, 2024 December 31, 2023 Fair value $ 625,466 $ 627,695 Carrying value 657,708 655,041 7 The following tables present financial assets and liabilities, excluding cash and cash equivalents, measured on a recurring basis at fair value as of June 30, 2024, and December 31, 2023, and the level within the fair value hierarchy in which the fair value measurements fall: (In thousands) June 30, 2024 Level 1 Level 2 Level 3 Mutual fund assets $ 24,076 $ 24,076 $ — $ — Derivative assets: Interest rate contracts 6,736 — 6,736 — Foreign currency contracts 896 — 896 — Total assets at fair value $ 31,708 $ 24,076 $ 7,632 $ — Derivative liabilities: Foreign currency contracts $ 510 $ — $ 510 $ — (In thousands) December 31, 2023 Level 1 Level 2 Level 3 Mutual fund assets $ 26,804 $ 26,804 $ — $ — Derivative assets: Interest rate contracts 6,183 — 6,183 — Foreign currency contracts 1,018 — 1,018 — Total assets at fair value $ 34,005 $ 26,804 $ 7,201 $ — Derivative liabilities: Foreign currency contracts $ 928 $ — $ 928 $ — 4. DERIVATIVE INSTRUMENTS At June 30, 2024, and December 31, 2023 , the Company had open forward foreign currency exchange contracts to buy or sell foreign currencies with U.S. dollar equivalent amounts of $ 98,190,000 and $ 106,561,000 , respectively. All forward foreign exchange contracts at June 30, 2024 , had durations of one month to three months . The Company is currently exposed to volatility in short-term interest rates and has mitigated certain portions of that risk by using an interest rate swap. The interest rate swap is recognized on the balance sheet as either an asset or a liability measured at fair value. At June 30, 2024 , the Company held an interest rate swap contract with a notional value of $ 100,000,000 that was designated as a cash flow hedge. Period-to-period changes in the fair value of the interest rate swap are initially recognized as gains or losses in other comprehensive income. As the interest rate swap contract is settled, the corresponding gain or loss is reclassified out of accumulated other comprehensive income (AOCI) into earnings. The maturity date of the current interest swap contract is March 10, 2027 , which is closely aligned with the June 24, 2027 , maturity of the Company's revolving credit facility. The fair values of the derivative instruments held by the Company on June 30, 2024, and December 31, 2023, are disclosed in Note 3, Fair Value Measurements , of the notes to the Company’s condensed consolidated financial statements (included in Item 1 of this Form 10-Q). Derivative instrument gains and losses for the three and six months ended June 30, 2024 and 2023, were immaterial. For amounts reclassified out of AOCI into earnings for the three and six months ended June 30, 2024 and 2023, see Note 11, Accumulated Other Comprehensive Income (Loss) , of the notes to the Company’s condensed consolidated financial statements (included in Item 1 of this Form 10-Q). 5. STOCK-BASED COMPENSATION Compensation expense recorded for all stock options, performance shares, time-based restricted stock units (RSUs) and stock appreciation rights (SARs) was as follows: (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 $ 1,558 $ 1,158 $ 2,930 $ 2,157 8 Unrecognized compensation costs for stock options, performance shares, RSUs and SARs were as follows: (In thousands) June 30, 2024 December 31, 2023 Stock options $ 180 $ 127 Performance shares and RSUs 4,936 3,761 SARs 4,632 3,648 The change in unrecognized compensation costs for stock options, performance shares, RSUs and SARs is due to new grants issued in 2024. The Company granted the following awards in the first six months of 2024: Shares Stock options 3,356 Performance shares (at target) and RSUs 105,826 SARs 90,201 The unrecognized compensation costs at June 30, 2024 , are expected to be recognized over weighted-average periods of 2.0 years for stock options, performance shares and RSUs and SARs. 6. INVENTORIES The composition of inventories at June 30, 2024, and December 31, 2023, was as follows: (In thousands) June 30, 2024 December 31, 2023 Finished goods $ 180,598 $ 184,828 Raw materials 85,413 80,730 Total inventories $ 266,011 $ 265,558 7. LEASES Lease cost is recognized in both the Cost of Sales and Operating Expenses sections of the Condensed Consolidated Statements of Income. (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Lease Cost Operating lease cost $ 4,468 $ 4,458 $ 8,961 $ 8,807 Short-term lease cost 3,249 2,739 5,936 5,518 Variable lease cost 422 603 865 1,160 Total lease cost $ 8,139 $ 7,800 $ 15,762 $ 15,485 Other Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow from operating leases $ 4,477 $ 4,497 $ 8,965 $ 8,829 Right-of-use assets obtained in exchange for new operating lease liabilities 559 875 1,548 7,420 9 The following table outlines the maturities of lease liabilities as of June 30, 2024. (In thousands) Undiscounted Cash Flows: 2024 (excluding the six months ended June 30, 2024) $ 8,693 2025 13,664 2026 10,406 2027 7,838 2028 6,796 Subsequent to 2028 35,254 Total Undiscounted Cash Flows $ 82,651 Less: Imputed interest ( 12,406 ) Present value $ 70,245 Current operating lease liabilities (1) 13,580 Non-current operating lease liabilities 56,665 Total lease liabilities $ 70,245 (1) This item is included in the Accrued liabilities line on the Company’s Condensed Consolidated Balance Sheet. Weighted-average remaining lease term-operating leases 9 Years Weighted-average discount rate-operating leases 3.9 % As of June 30, 2024 , the Company had an office equipment lease, valued at approximately $ 888,000 , that had not commenced. The lease will commence during the third quarter of 2024 with a lease term of five years . 8. CONTINGENCIES There are a variety of legal proceedings pending or threatened against the Company that occur in the normal course of the Company’s business, the majority of which relate to environmental assessment, protection and remediation matters. Some of these proceedings may result in fines, penalties, judgments or costs being assessed against the Company at some future time. The Company’s operations are subject to extensive local, state and federal regulations, including the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and the Superfund amendments of 1986 (Superfund) as well as comparable regulations applicable to the Company’s foreign locations. Over the years, the Company has received requests for information related to or has been named by government authorities as a potentially responsible party at a number of sites where cleanup costs have been or may be incurred by the Company under CERCLA and similar state statutes. In addition, the Company is from time to time involved in routine legal proceedings incidental to the conduct of its business, including personal injury, property damage, tax, trade and labor matters. The Company believes that it has made adequate provisions for the costs it is likely to incur with respect to these claims. In determining the appropriate level of environmental reserves, the Company considers several factors such as information obtained from investigatory studies; changes in the scope of remediation; the interpretation, application and enforcement of laws and regulations; changes in the costs of remediation programs; the development of alternative cleanup technologies and methods; and the relative level of the Company’s involvement at various sites for which the Company is allegedly associated. The level of annual expenditures for remedial, monitoring and investigatory activities will change in the future as major components of planned remediation activities are completed and the scope, timing and costs of existing activities are changed. As of June 30, 2024 , the Company estimated a range of possible environmental losses and legal losses of $ 20,816,000 to $ 48,104,000 . Within the range of possible environmental losses and legal losses, management has currently concluded that no single amount is more likely to occur than any other amounts in the range and, thus, has accrued at the lower end of the range. These accruals totaled $ 20,816,000 at June 30, 2024 , and $ 20,646,000 at December 31, 2023. A lthough the Company believes that its estimated range of possible environmental losses and legal losses and its reserves are adequate for contingencies, it is possible, due to uncertainties including those noted above, that additional reserves could be required in the future. Cash expenditures related to environmental remediation and certain other legal matters approximated $ 1,982,000 and $ 8,882,000 for the six months ended June 30, 2024 and 2023, respectively. 10 For certain sites, the Company has responded to information requests made by federal, state or local government agencies but has received no response confirming or denying the Company’s stated positions. As such, estimates of the total costs, or range of possible costs, of remediation, if any, or the Company’s share of such costs, if any, cannot be determined with respect to these sites. Consequently, the Company is unable to predict the effect thereof on the Company’s financial position, cash flows and results of operations. Based on the Company’s present knowledge with respect to its involvement at these sites, the possibility of other viable entities’ responsibilities for cleanup, and the extended period over which any costs would be incurred, management believes that the Company has no material liability at these sites and that these matters, individually and in the aggregate, will not have a material effect on the Company’s financial position. However, in the event of one or more adverse determinations with respect to such sites in any annual or interim period, the effect on the Company’s cash flows and results of operations for those periods could be material. Following are summaries of the Company’s major contingencies at June 30, 2024: Maywood, New Jersey Site The Company’s property in Maywood, New Jersey, property formerly owned by the Company adjacent to its current site and other nearby properties (collectively, the Maywood site) were listed on the National Priorities List in September 1993 pursuant to the provisions of CERCLA because of alleged chemical and radiological contamination. Pursuant to (i) a September 21, 1987 Administrative Order on Consent entered into between the U.S. Environmental Protection Agency (USEPA) and the Company for property formerly owned by the Company at the Maywood site and (ii) the issuance of an order on May 2, 1991 by the USEPA to the Company for property currently owned by the Company at the Maywood site, the Company has completed various Remedial Investigation/Feasibility Studies of soil and groundwater at the Maywood site. On September 24, 2014, the USEPA issued its Record of Decision (ROD) for chemically-contaminated soil at the Maywood site. The ROD was amended pursuant to an Explanation of Significant Differences in January 2021. On February 29, 2024, the U.S. District Court for the District of New Jersey entered a consent decree among the Company, the United States, the New Jersey Department of Environmental Protection (NJDEP) and the New Jersey Spill Compensation Fund Administrator that requires the Company to take certain actions and to pay certain past costs of the United States and NJDEP. The USEPA has not yet issued a ROD for chemically-contaminated groundwater at the Maywood site. Based on the most current information available, the Company believes its recorded liability is reasonable having considered the range of estimated costs of remediation for the Maywood site. The estimate of the cost of remediation for the Maywood site could change again as the Company continues to hold discussions with the USEPA, as the design of the remedial action is finalized, if a groundwater ROD is issued or if other potentially responsible parties are identified. The ultimate amount for which the Company is liable could differ materially from the Company’s current recorded liability. D’Imperio Property Site During the mid-1970’s, Jerome Lightman and the Lightman Drum Company disposed of hazardous substances generated by the Company at several sites in New Jersey, including the D’Imperio site. The Company was named as a potentially responsible party in an October 2, 1998 lawsuit in the U.S. District Court for the District of New Jersey that involved the D’Imperio Site. The Company is cooperating with other potentially responsible parties to implement the selected remedy. Based on current information, the Company believes that its recorded liability is reasonable having considered the range of estimated cost of remediation for the D’Imperio site. Depending on the ultimate cost of the remediation at this site, the amount for which the Company is liable could differ materially from the Company’s current recorded liability. Wilmington Site Property formerly owned and operated by the Company in Wilmington, Massachusetts was listed on the National Priorities List in 2006. The Company, together with the current site owner and another potentially responsible party, entered into an Administrative Order on Consent in July 2007 to undertake a Remedial Investigation and Feasibility Study. A ROD was issued by the USEPA on March 30, 2021. The Company and three other potentially responsible parties entered into a consent decree, dated September 28, 2023, with USEPA and the Commonwealth of Massachusetts that requires the remedial design and remedial action of the remedy selected in the ROD for two operable units and an interim remedy for another operable unit. Remediation at this site is being managed by its current owner, to whom the Company sold the property in 1980. The Company is contractually obligated to contribute up to five percent of the environmental response costs incurred by the current owner, with no limitation on the ultimate amount of contributions. The Company has paid the current owner $ 3,841,000 for the Company’s portion of environmental response costs at the Wilmington site through June 30, 2024. The Company has recorded a liability for its portion of the estimated remediation costs for the site. Depending on the ultimate cost of the remediation at this site, the amount for which the Company is liable could differ materially from the current recorded liability. 11 On July 29, 2022, the Company and other potentially responsible parties were notified of a possible joint claim by federal and state trustees for alleged natural resource damages related to the Wilmington site. The alleged damages may result in a range of possible penalties and the Company recorded a liability for this matter during the first quarter of 2024. Depending on the ultimate resolution of this matter, the amount for which the Company is liable could differ materially from the current recorded liability. Millsdale Site On March 26, 2024, the Company received a Notice and Finding of Violation from the USEPA alleging violations of air regulations at the Company’s Elwood, Illinois (Millsdale) facility. The notice alleges violations related to operating parameters and air emission requirements. The notice does not state whether the USEPA intends to pursue financial penalties or operational remedies. The alleged violations may result in a range of possible penalties; however, at this stage of the matter, the Company is unable to predict the ultimate outcome or what impact, if any, the outcome might have on the Company’s financial position, results of operations or cash flows. Other U.S. Sites Through the regular environmental monitoring of its plant production sites, the Company discovered levels of chemical contamination that were above thresholds allowed by law at its Millsdale and Fieldsboro, New Jersey plants. The Company voluntarily reported its results to the applicable state environmental agencies. As a result, the Company is required to perform self-remediation of the affected areas. Based on current information, the Company believes that its recorded liability for the remediation of the affected areas is appropriate based on an estimate of expected costs. However, actual costs could differ materially from the current recorded liability. 9. POSTRETIREMENT BENEFIT PLANS Defined Benefit Pension Plans The Company sponsors various funded qualified and unfunded non-qualified defined benefit pension plans, the most significant of which cover employees in the U.S. and U.K. locations. The U.S. and U.K. defined benefit pension plans are frozen and service benefits are no longer being accrued. Components of Net Periodic Benefit Cost UNITED STATES (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest cost $ 1,652 $ 1,731 $ 3,303 $ 3,462 Expected return on plan assets ( 2,124 ) ( 2,133 ) ( 4,240 ) ( 4,266 ) Amortization of net actuarial loss ( 3 ) ( 6 ) ( 6 ) ( 12 ) Net periodic benefit cost $ ( 475 ) $ ( 408 ) $ ( 943 ) $ ( 816 ) UNITED KINGDOM (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest cost $ 160 $ 169 $ 321 $ 333 Expected return on plan assets ( 182 ) ( 175 ) ( 365 ) ( 345 ) Amortization of net actuarial loss 80 84 160 165 Net periodic benefit cost $ 58 $ 78 $ 116 $ 153 Employer Contributions U.S. Plans As a result of pension funding relief provisions included in the Highway and Transportation Funding Act of 2014, the Company is not required to make contributions to its funded U.S. qualified defined benefit plans. Approximately $ 238,000 is expected to be paid to the unfunded non-qualified plans in 2024 . Of such amount, $ 181,000 had been paid to the non-qualified plans as of June 30, 2024. 12 U.K. Plan The Company’s U.K. subsidiary does not expect to contribute to its defined benefit pension plan in 2024. Defined Contribution Plans The Company sponsors retirement defined contribution plans that cover eligible U.S. and U.K. employees. The Company’s U.S. retirement plans include two qualified plans, one of which is a 401(k) plan and one of which is an employee stock ownership plan (profit sharing plan), and one non-qualified supplemental executive plan. In the six months ended June 30, 2024 and 2023 , the Company made contributions into the qualified retirement plans for U.S. employees and for certain non-U.S. employees. Profit sharing contributions were determined using a formula applied to Company earnings. Approximately 85 percent of union and non-union employees are eligible for either the Company's sponsored or statutory profit sharing contributions and 100 percent of U.S. based union and non-union employees are eligible for the Company's sponsored profit sharing contributions. In 2023 and 2024, profit sharing contributions for U.S. employees were made to the employee stock ownership plan. Profit sharing contributions are allocated to participant accounts based on participant base earnings. Defined contribution plan expenses for the Company’s qualified contribution plans were as follows: (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Retirement savings contributions $ 2,295 $ 2,170 $ 4,420 $ 4,218 Profit sharing contributions 684 163 1,532 870 Total defined contribution plan expenses $ 2,979 $ 2,333 $ 5,952 $ 5,088 The Company has a rabbi trust to fund the obligations of its non-qualified supplemental executive defined contribution plans (supplemental plans). The trust is comprised of various mutual fund investments selected by the participants of the supplemental plans. In accordance with the accounting guidance for rabbi trust arrangements, the assets of the trust and the obligations of the supplemental plans are reported on the Company’s condensed consolidated balance sheets. The Company elected the fair value option for the mutual fund investment assets so that offsetting changes in the mutual fund values and defined contribution plan obligations would be recorded in earnings in the same period. Therefore, the mutual funds are reported at fair value with any subsequent changes in fair value recorded in the condensed consolidated statements of income. The liabilities related to the supplemental plans increase (i.e., supplemental plan expense is recognized) when the value of the trust assets appreciate and decrease when the value of the trust assets decline (i.e., supplemental plan income is recognized). At June 30, 2024 , the balance of the trust assets was $ 455,000 , which equaled the balance of the supplemental plan liabilities. See the long-term investments section in Note 3, Fair Value Measurements , of the notes to the Company’s condensed consolidated financial statements (included in Item 1 of this Form 10-Q) for further information regarding the Company’s mutual fund assets. 13 10. EARNINGS PER SHARE Below are the computations of basic and diluted earnings per share for the three and six months ended June 30, 2024 and 2023: (In thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Computation of Basic Earnings per Share Net income attributable to Stepan Company $ 9,521 $ 12,684 $ 23,414 $ 28,826 Weighted-average number of common shares outstanding 22,827 22,768 22,825 22,763 Basic earnings per share $ 0.42 $ 0.56 $ 1.03 $ 1.27 Computation of Diluted Earnings per Share Net income attributable to Stepan Company $ 9,521 $ 12,684 $ 23,414 $ 28,826 Weighted-average number of shares outstanding 22,827 22,768 22,825 22,763 Add weighted-average net shares from assumed exercise of options (under treasury stock method) (1) 34 71 41 85 Add weighted-average net shares related to unvested stock awards (under treasury stock method) 8 3 6 2 Add weighted-average net shares from assumed exercise of SARs (under treasury stock method) (1) 45 73 49 90 Add weighted-average contingently issuable net shares related to performance stock awards (under treasury stock method) 22 30 21 30 Weighted-average shares applicable to diluted earnings 22,936 22,945 22,942 22,970 Diluted earnings per share $ 0.42 $ 0.55 $ 1.02 $ 1.25 (1) 899,151 and 849,588 options/SARs to acquire shares of the Company's common stock were excluded from the computation of dilutive earnings per share for the three and six months ended June 30, 2024 , respectively. The options/SARs' exercise prices were greater than the average market price for the Company's common stock and inclusion of the instruments would have had an antidilutive effect on the computations of the earnings per share. 644,962 and 524,337 options/SARs to acquire shares of the Company's common stock were excluded from the computation of dilutive earnings per share for the three and six months ended June 30, 2023 , respectively. 14 11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Below is the change in the Company’s accumulated other comprehensive income (loss) (AOCI) balance by component (net of income taxes) for the three and six months ended June 30, 2024 and 2023: (In thousands) Foreign Currency Translation Adjustments Defined Benefit Pension Plan Adjustments Cash Flow Hedge Adjustments Total Balance at March 31, 2023 $ ( 138,412 ) $ ( 19,021 ) $ 6,885 $ ( 150,548 ) Other comprehensive income before reclassifications 16,497 — 1,623 18,120 Amounts reclassified from AOCI — 60 ( 2 ) 58 Net current-period other comprehensive income 16,497 60 1,621 18,178 Balance at June 30, 2023 $ ( 121,915 ) $ ( 18,961 ) $ 8,506 $ ( 132,370 ) Balance at March 31, 2024 $ ( 122,963 ) $ ( 20,350 ) $ 7,047 $ ( 136,266 ) Other comprehensive income before reclassifications ( 25,411 ) — ( 278 ) ( 25,689 ) Amounts reclassified from AOCI — 57 ( 2 ) 55 Net current-period other comprehensive income ( 25,411 ) 57 ( 280 ) ( 25,634 ) Balance at June 30, 2024 $ ( 148,374 ) $ ( 20,293 ) $ 6,767 $ ( 161,900 ) Balance at December 31, 2022 $ ( 156,835 ) $ ( 19,079 ) $ 8,402 $ ( 167,512 ) Other comprehensive income before reclassifications 34,920 — 109 35,029 Amounts reclassified from AOCI — 118 ( 5 ) 113 Net current-period other comprehensive income 34,920 118 104 35,142 Balance at June 30, 2023 $ ( 121,915 ) $ ( 18,961 ) $ 8,506 $ ( 132,370 ) Balance at December 31, 2023 $ ( 116,412 ) $ ( 20,408 ) $ 6,218 $ ( 130,602 ) Other comprehensive income before reclassifications ( 31,962 ) — 553 ( 31,409 ) Amounts reclassified from AOCI — 115 ( 4 ) 111 Net current-period other comprehensive income ( 31,962 ) 115 549 ( 31,298 ) Balance at June 30, 2024 $ ( 148,374 ) $ ( 20,293 ) $ 6,767 $ ( 161,900 ) 15 Information regarding the reclassifications out of AOCI for the three and six months ended June 30, 2024 and 2023, is displayed below: (In thousands) Amount Reclassified from AOCI (1) AOCI Components Three Months Ended June 30, Six Months Ended June 30, Affected Line Item in Condensed Consolidated Statements of Income 2024 2023 2024 2023 Amortization of defined benefit pension actuarial losses $ ( 77 ) $ ( 78 ) $ ( 154 ) $ ( 153 ) (2) 20 18 39 35 Tax benefit $ ( 57 ) $ ( 60 ) $ ( 115 ) $ ( 118 ) Net of tax Gains and losses on cash flow hedges: Foreign exchange contracts 2 2 4 5 Cost of sales 2 2 4 5 Total before tax — — — — Tax benefit $ 2 $ 2 $ 4 $ 5 Net of tax Total reclassifications for the period $ ( 55 ) $ ( 58 ) $ ( 111 ) $ ( 113 ) Net of tax (1) A mounts in parentheses denote expense to the Company’s Condensed Consolidated Statements of Income. (2) This component of accumulated other comprehensive income is included in the computation of net periodic benefit cost. See Note 9, Postretirement Benefit Plans , of the notes to the Company’s condensed consolidated financial statements (included in Item 1 of this Form 10-Q) for additional details. 12. SEGMENT REPORTING The Company has three reportable segments: Surfactants, Polymers and Specialty Products. Net sales by segment for the three and six months ended June 30, 2024 and 2023, were as follows: (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Segment Net Sales Surfactants $ 379,795 $ 391,686 $ 770,615 $ 859,514 Polymers 159,757 164,515 305,265 325,642 Specialty Products 16,853 23,774 31,943 46,255 Total $ 556,405 $ 579,975 $ 1,107,823 $ 1,231,411 16 Segment operating income and reconciliations of segment operating income to income before provision for income taxes for the three and six months ended June 30, 2024 and 2023, are summarized below: (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Segment Operating Income Surfactants $ 17,062 $ 15,140 $ 43,142 $ 42,196 Polymers 13,597 16,321 21,979 26,325 Specialty Products 7,319 3,773 11,587 6,302 Segment operating income 37,978 35,234 76,708 74,823 Business restructuring expense — ( 42 ) — ( 199 ) Unallocated corporate expenses (1) ( 19,311 ) ( 17,383 ) ( 37,872 ) ( 35,758 ) Total operating income 18,667 17,809 38,836 38,866 Other Income (Expense) Interest, net ( 2,661 ) ( 3,865 ) ( 5,732 ) ( 6,687 ) Other, net 1,200 2,370 3,562 4,038 Income before provision for income taxes $ 17,206 $ 16,314 $ 36,666 $ 36,217 (1) Unallocated corporate expenses are primarily comprised of corporate administrative expenses (e.g., corporate finance, legal, human resources, information systems, deferred compensation and environmental remediation) that are not included in segment operating income and are not used to evaluate segment performance. Unallocated corporate expenses for the three and six months periods ended June 30, 2024 also include a $ 3,500,000 pre-tax charge related to a criminal social engineering scheme that impacted one of the Company's Asia subsidiaries. See Note 17, Other Matter , below for detailed information about the charge. 13. REVENUE FROM CONTRACTS WITH CUSTOMERS As of June 30, 2024 , the Company had $ 481,000 of contract liabilities and no contract assets. A contract liability would typically arise when an advance or deposit is received from a customer before the Company recognizes revenue. In practice, this is rare as it would require a customer to make a payment prior to a performance obligation being satisfied. When such situations do arise, the Company maintains a deferred revenue liability until the time a performance obligation has been satisfied. The Company recognized $ 688,000 of revenue in the first six months of 2024 from pre-existing contract liabilities at December 31, 2023. In addition, during 2020, the Company recorded $ 10,709,000 of long-term deferred revenue associated with a payment received to defray the cost of capital expenditures necessary to service a customer’s future product needs. At June 30, 2024 , $ 5,539,000 was classified as long-term and $ 2,216,000 was classified as short-term. This deferred revenue is being recognized over the period of the contract and $ 2,954,000 of revenue has been recognized from the beginning of the contract term through June 30, 2024. The tables below provide a geographic disaggregation of net sales for the three and six months ended June 30, 2024 and 2023. The Company’s business disaggregation by geographic region most effectively captures the nature and economic characteristics of the Company’s revenue streams impacted by economic factors. (In thousands) For the Three Months Ended June 30, 2024 Geographic Market Surfactants Polymers Specialty Total North America $ 220,520 $ 79,828 $ 15,395 $ 315,743 Europe 63,460 67,401 1,322 132,183 Latin America 83,569 326 136 84,031 Asia 12,246 12,202 — 24,448 Total $ 379,795 $ 159,757 $ 16,853 $ 556,405 (In thousands) For the Three Months Ended June 30, 2023 Geographic Market Surfactants Polymers Specialty Total North America $ 231,477 $ 88,149 $ 20,498 $ 340,124 Europe 68,742 65,896 3,174 137,812 Latin America 78,217 273 102 78,592 Asia 13,250 10,197 — 23,447 Total $ 391,686 $ 164,515 $ 23,774 $ 579,975 17 (In thousands) For the Six Months Ended June 30, 2024 Geographic Market Surfactants Polymers Specialty Total North America $ 450,110 $ 149,637 $ 28,641 $ 628,388 Europe 134,238 131,278 3,157 268,673 Latin America 161,437 743 145 162,325 Asia 24,830 23,607 — 48,437 Total $ 770,615 $ 305,265 $ 31,943 $ 1,107,823 (In thousands) For the Six Months Ended June 30, 2023 Geographic Market Surfactants Polymers Specialty Total North America $ 508,617 $ 169,318 $ 38,097 $ 716,032 Europe 159,861 134,953 8,046 302,860 Latin America 159,315 1,058 112 160,485 Asia 31,721 20,313 — 52,034 Total $ 859,514 $ 325,642 $ 46,255 $ 1,231,411 14. DEBT At June 30, 2024 and December 31, 2023, debt was comprised of the following: (In thousands) Maturity Dates June 30, 2024 December 31, 2023 Senior unsecured notes 3.95 % (net of unamortized debt issuance cost of $ 145 and $ 191 for 2024 and 2023, respectively) 2024 - 2027 $ 56,999 $ 56,952 3.86 % (net of unamortized debt issuance cost of $ 59 and $ 105 for 2024 and 2023, respectively) 2024 - 2025 14,226 28,466 2.30 % (net of unamortized debt issuance cost of $ 110 and $ 142 for 2024 and 2023, respectively) 2024 - 2028 39,890 49,858 2.37 % (net of unamortized debt issuance cost of $ 116 and $ 148 for 2024 and 2023, respectively) 2024 - 2028 49,884 49,852 2.73 % (net of unamortized debt issuance cost of $ 123 and $ 175 for 2024 and 2023, respectively) 2025 - 2031 99,877 99,825 2.83 % (net of unamortized debt issuance cost of $ 97 and $ 134 for 2024 and 2023, respectively) 2026 - 2032 74,903 74,866 Revolving credit facility and term loan borrowing 2024 313,280 283,000 Debt of foreign subsidiaries Unsecured bank debt, foreign currency 2024 7,999 11,327 Total debt $ 657,058 $ 654,146 Less current maturities 282,350 252,898 Long-term debt $ 374,708 $ 401,248 The Company's long-term debt financing is comprised of certain senior unsecured notes issued to insurance companies in private placement transactions pursuant to note purchase agreements (the “Note Purchase Agreements”), totaling $ 335,779,000 as of June 30, 2024 . These notes are denominated in U.S. dollars and have fixed interest rates ranging from 2.30 percent to 3.95 percent. The notes had original maturities of seven to 12 years with mandatory principal payments beginning four, five and six years after issuance . The Company will be required to make principal payments on the currently outstanding notes from 2024 to 2032. The Company's credit agreement (the "Credit Agreement") with a syndicate of banks provides for credit facilities in an initial aggregate principal amount of $ 450,000,000 , consisting of (a) a $ 350,000,000 multi-currency revolving credit facility and (b) a $ 100,000,000 delayed draw term loan credit facility, each of which matures on June 24, 2027 . The Company's credit agreement with Credit Industriel et Commercial NY (the CIC Credit Agreement) provides for a credit facility in an aggregate principal amount of $ 8,700,000 . The facility is for the sole purpose of the issuance of standby letters of credit. The Company maintains import and export letters of credit, and standby letters of credit under its workers’ compensation insurance agreements and for other purposes, as needed from time to time, which are issued under the Credit Agreement and under the CIC Credit Agreement. As of June 30, 2024 , the Company had outstanding letters of credit totaling $ 11,747,000 and $ 313,280,000 of 18 outstanding borrowings under the Credit Agreement, inclusive of a $ 92,500,000 delayed draw term loan ($ 7,500,000 of the term loan principal has been permanently repaid as scheduled). There was $ 117,473,000 available under the Credit Agreement as of June 30, 2024 . As of June 30, 2024, the Company had an outstanding letter of credit of $ 8,694,000 under the CIC Credit Agreement. The Company’s material debt agreements contain provisions which, among other covenants, require maintenance of certain financial ratios and place limitations on additional debt, investments and payment of dividends. Based on the loan agreement provisions that place limitations on dividend payments, unrestricted retained earnings (i.e., retained earnings available for dividend distribution) were $ 241,925,000 and $ 234,399,000 at June 30, 2024, and December 31, 2023 , respectively. 15. OTHER, NET Other, net in the condensed consolidated statements of income included the following: (In thousands) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Foreign exchange gains (losses) $ ( 27 ) $ 406 $ ( 402 ) $ 82 Investment income 131 71 191 214 Realized and unrealized gains on investments 679 1,563 2,946 3,079 Net periodic benefit cost 417 330 827 663 Other, net $ 1,200 $ 2,370 $ 3,562 $ 4,038 16. NONCASH INVESTING AND FINANCING ACTIVITIES Noncash investing activities included liabilities (accounts payable) incurred for property, plant and equipment expenditures of approximately $ 9,003,000 and $ 24,101,000 that were unpaid at June 30, 2024 and 2023 , respectively. Noncash financing activities included the issuance of 113,184 shares of the Company’s common stock (valued at $ 10,132,000 ) and 97,590 shares of the Company’s common stock (valued at $ 10,463,000 ) under the Company’s equity incentive compensation plan during the period ended June 30, 2024 and 2023 , respectively. 17. OTHER MATTER On July 18, 2024, the Company determined that one of its subsidiaries in Asia had been the victim of a criminal social engineering scheme which resulted in fraudulently induced outbound payments. The Company immediately launched an investigation, led by outside counsel, to determine the full extent of the fraud scheme and related potential exposure. The investigation is ongoing. The Company initiated contact with its banks and law enforcement authorities in an effort to, among other things, recover the transferred funds. To date, the Company has not found any evidence of additional fraudulent activity and believes it was an isolated and contained event. This incident did not result in any unauthorized access to the Company's information systems or any confidential customer information or other data that the Company maintains. The Company recognized a $ 3,500,000 pre-tax charge for the quarter ended June 30, 2024. This charge was recorded on the Administrative Expenses line on the Condensed Consolidated Statements of Income for the three and six months periods ended June 30, 2024. This charge was not allocated to any of the Company's three reportable segments. While the investigation is ongoing, the Company expects to record a charge in a similar amount in the third quarter of 2024 as a result of this event. While this matter will result in some additional near-term expenses, the Company does not expect this incident to otherwise have a material impact on its business, financial position, results of operations and cash flow. 18. RECENT ACCOUNTING PRONOUNCEMENTS In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effect of Reference Rate Reform on Financial Reporting. This update provides optional guidance for a limited period of time to ease the burden of implementing the usage of new reference rates. The amendments apply to contract modifications that replace a reference rate affected by reference rate reform and contemporaneous modifications of other contract terms related to the replacement of the reference rate. If elected, the optional expedients to contract modifications must be applied consistently for all eligible contracts or eligible transactions. The original timeframe for electing optional expedients to contract modifications was between March 12, 2020 and December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06 deferring the sunset date of Topic 848 from December 31, 2022, to December 31, 2024. The guidance should be applied prospectively. Other than electing select expedients associated with an interest rate swap, the Company has not currently utilized any of the optional expedients of exceptions available under this ASU. The Company will continue to assess whether this ASU is applicable throughout the effective period. 19 In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements, Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . The amendments in this update represent changes to clarify or improve disclosures and presentation requirements of a variety of topics, including Statement of Cash Flows-Overall (disclosures in annual periods where cash flows associated with derivative instruments and their related gains and losses are presented), Earnings Per Share-Overall (disclosures of the methods used in the diluted earnings-per-share computation for each dilutive security), and Debt-Overall (disclosures of amounts and terms of unused lines of credit and unfunded commitments and the weighted-average interest rate on outstanding short-term borrowings). The amendments in this update are effective two years after the SEC removes related disclosure requirements from Regulation S-X or Regulation S-K. The implementation of ASU No. 2023-06 will not have an impact on the Company’s financial position, results of operations and cash flow, but will impact the Company’s interim and annual disclosures related to the relevant subtopics in this update. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures . This update requires more enhanced and detailed interim and annual disclosures regarding significant segment expenses and other segment items that are regularly provided to the chief operating decision maker. These items include the difference between segment revenue less the segment expenses that have been already disclosed under the significant expense principle and each reported measure of segment profit and loss. These requirements are in addition to the disclosures that are currently required by Topic 280, Segment reporting . The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and should be applied retrospectively to all periods presented in the financial statements. The implementation of ASU No. 2023-07 will not have an impact on the Company’s financial position, results of operations and cash flow but will impact the Company’s interim and annual segment reporting disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income taxes (Topic 740) Improvement to Income Tax Disclosures . This update requires that public entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the amendments in this update require the disclosure on an annual basis of the amount of income taxes paid (net of refund received) disaggregated by federal, state and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid is equal or greater than five percent of total income taxes paid (net of refunds received). This update requires all entities to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. The amendments in this update are effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis. The implementation of ASU No. 2023-09 will not have an impact on the Company’s financial position, results of operations and cash flow but will impact the Company’s annual income tax disclosures. The Organisation for Economic Co-operation and Development (OECD) proposed a global minimum tax of 15 percent on reported profits (entitled “Pillar Two”) that has been agreed upon in principle by over 100 countries. During 2023, many countries took steps to incorporate Pillar Two into their domestic laws. Although the OECD’s model provides a framework for applying the minimum tax, countries may enact Pillar Two rules that vary slightly from the model, can adopt a different timeline, and may adjust local tax incentives in response to Pillar Two. While it is uncertain whether the U.S. will enact legislation to adopt Pillar Two, certain countries in which the Company operates have enacted such legislation, and other countries are in the process of introducing legislation to implement Pillar Two. The Company does not expect Pillar Two to have a material impact on its financial position, results of operations, cash flow and effective tax rate. 20