What changed in this filing

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Item 1. Financial Statements

2024-11-06 compared with 2024-08-08 · 146 added, 108 removed, 495 unchanged (34% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Cost of Sales

2 unchanged sentences

Research, development and technical services

Deferred compensation expense

Business restructuring expense

Deferred compensation expense (income)

Business restructuring expense (Note 18)

Operating Income

11 unchanged sentences

Three Months Ended

Six Months Ended

Other Comprehensive Income:

September 30,

Nine Months Ended

September 30,

Other Comprehensive Income (Loss):

Foreign currency translation adjustments (Note 11)

1 unchanged sentence

Derivative instrument activity, net of tax (Note 11)

Total Other Comprehensive Income

Comprehensive Income

Total Other Comprehensive Income (Loss)

Comprehensive Income (Loss)

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.

2 unchanged sentences

(Dollars in thousands)

June 30, 2024

September 30, 2024

December 31, 2023

37 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows From Operating Activities

23 unchanged sentences

Stock option exercises

Net Cash Provided By (Used In) Financing Activities

Net Cash Provided By Financing Activities

Effect of Exchange Rate Changes on Cash

Net Decrease in Cash and Cash Equivalents

Net Increase (Decrease) in Cash and Cash Equivalents

Cash and Cash Equivalents at Beginning of Period

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

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.

In the opinion of management, all adjustments, consisting only of normal recurring accruals, necessary to present fairly the Company’s financial position as of September 30, 2024, its results of operations for the three and nine months ended September 30, 2024 and 2023 and cash flows for the nine months ended September 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).

RECONCILIATIONS OF EQUITY

Below are reconciliations of total equity for the three and six months ended June 30, 2024 and 2023:

Below are reconciliations of total equity for the three and nine months ended September 30, 2024 and 2023:

(In thousands, except share and per share amounts)

1 unchanged sentence

Income (Loss)

Balance, March 31, 2024

Balance, June 30, 2024

Issuance of 1,037 shares of

5 unchanged sentences

Common stock ($ 0.375 per share)

Balance, June 30, 2024

Balance, September 30, 2024

(In thousands, except share and per share amounts)

2 unchanged sentences

Balance, December 31, 2023

Issuance of 23,124 shares of common

stock under incentive compensation plan

Issuance of 24,161 shares of

common stock under incentive

compensation plan

Stock-based and deferred compensation

Other comprehensive income

Other comprehensive (loss)

Cash dividends paid:

Common stock ($ 1.125 per share)

Balance, June 30, 2024

Balance, September 30, 2024

(In thousands, except share and per share amounts)

1 unchanged sentence

Income (Loss)

Balance, March 31, 2023

Balance, June 30, 2023

Issuance of 10,730 shares of

2 unchanged sentences

Stock-based and deferred compensation

Other comprehensive income

Other comprehensive (loss)

Cash dividends paid:

Common stock ($ 0.365 per share)

Balance, June 30, 2023

Balance, September 30, 2023

(In thousands, except share and per share amounts)

2 unchanged sentences

Balance, December 31, 2022

Issuance of 32,772 shares of common

stock under incentive compensation plan

Issuance of 43,502 shares of

common stock under incentive

compensation plan

Stock-based and deferred compensation

2 unchanged sentences

Common stock ($ 1.095 per share)

Balance, June 30, 2023

Balance, September 30, 2023

FAIR VALUE MEASUREMENTS

3 unchanged sentences

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):

At September 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 $ 527,000 and $ 895,000 as of September 30, 2024 and December 31, 2023, respectively):

(In thousands)

September 30,

Carrying value

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:

The following tables present financial assets and liabilities, excluding cash and cash equivalents, measured on a recurring basis at fair value as of September 30, 2024, and December 31, 2023, and the level within the fair value hierarchy in which the fair value measurements fall:

(In thousands)

September 30,

Mutual fund assets

14 unchanged sentences

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.

At September 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 $ 120,814,000 and $ 106,561,000 , respectively.

All forward foreign exchange contracts at June 30, 2024 , had durations of one month to three months .

All forward foreign exchange contracts at September 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.

At September 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.

1 unchanged sentence

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).

The fair values of the derivative instruments held by the Company on September 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 nine months ended September 30, 2024 and 2023, were immaterial.

For amounts reclassified out of AOCI into earnings for the three and nine months ended September 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).

STOCK-BASED COMPENSATION

2 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Unrecognized compensation costs for stock options, performance shares, RSUs and SARs were as follows:

(In thousands)

September 30,

Stock options

1 unchanged sentence

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:

The Company granted the following awards in the first nine months of 2024:

Stock options

Performance shares (at target) and RSUs

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.

The composition of inventories at June 30, 2024, and December 31, 2023, was as follows:

The unrecognized compensation costs at September 30, 2024 , are expected to be recognized over weighted-average periods of 1.9 years for stock options, performance shares and RSUs and 1.8 years for SARs.

The composition of inventories at September 30, 2024, and December 31, 2023, was as follows:

(In thousands)

September 30,

Finished goods

4 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating lease cost

8 unchanged sentences

for new operating lease liabilities

The following table outlines the maturities of lease liabilities as of June 30, 2024.

The following table outlines the maturities of lease liabilities as of September 30, 2024.

(In thousands)

Undiscounted Cash Flows:

2024 (excluding the six months ended June 30, 2024)

2024 (excluding the nine months ended September 30, 2024)

Subsequent to 2028

8 unchanged sentences

Weighted-average discount rate-operating leases

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 .

As of September 30, 2024 , the Company had a railcar lease, valued at approximately $ 370,000 , that had not commenced.

The lease will commence during the fourth quarter of 2024 with a lease term of five years .

CONTINGENCIES

13 unchanged sentences

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 .

As of September 30, 2024 , the Company estimated a range of possible environmental losses and legal losses of $ 21,463,000 to $ 48,894,000 .

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.

These accruals totaled $ 21,463,000 at September 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.

Cash expenditures related to environmental remediation and certain other legal matters approximated $ 2,243,000 and $ 11,384,000 for the nine months ended September 30, 2024 and 2023, respectively.

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.

3 unchanged sentences

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:

Following are summaries of the Company’s major contingencies at September 30, 2024:

Maywood, New Jersey Site

24 unchanged sentences

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 paid the current owner $ 3,914,000 for the Company’s portion of environmental response costs at the Wilmington site through September 30, 2024.

The Company has recorded a liability for its portion of the estimated remediation costs for the site.

22 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Interest cost

Expected return on plan assets

Amortization of net actuarial loss

Amortization of net actuarial (gain)

Net periodic benefit cost

2 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Interest cost

6 unchanged sentences

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.

Of such amount, $ 210,000 had been paid to the non-qualified plans as of September 30, 2024.

The Company’s U.K.

4 unchanged sentences

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.

In the nine months ended September 30, 2024 and 2023 , the Company made contributions into the qualified retirement plans for U.S.

employees and for certain non-U.S.

8 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Retirement savings contributions

7 unchanged sentences

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.

At September 30, 2024 , the balance of the trust assets was $ 479,000 , 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.

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:

Below are the computations of basic and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023:

(In thousands, except per share amounts)

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Computation of Basic Earnings per Share

16 unchanged sentences

Diluted earnings per share

(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.

(1) 883,188 and 860,788 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 nine months ended September 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.

822,271 and 623,648 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 nine months ended September 30, 2023 , respectively.

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:

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 nine months ended September 30, 2024 and 2023:

(In thousands)

Balance at March 31, 2023

Other comprehensive income before

Balance at June 30, 2023

Other comprehensive income (loss) before

reclassifications

Amounts reclassified from AOCI

Net current-period other comprehensive income

Net current-period other comprehensive income (loss)

Balance at September 30, 2023

Balance at June 30, 2024

Balance at March 31, 2024

Other comprehensive income before

Other comprehensive income (loss) before

reclassifications

Amounts reclassified from AOCI

Net current-period other comprehensive income

Balance at June 30, 2024

Net current-period other comprehensive income (loss)

Balance at September 30, 2024

Balance at December 31, 2022

3 unchanged sentences

Net current-period other comprehensive income

Balance at June 30, 2023

Balance at September 30, 2023

Balance at December 31, 2023

Other comprehensive income before

Other comprehensive income (loss) before

reclassifications

Amounts reclassified from AOCI

Net current-period other comprehensive income

Balance at June 30, 2024

Information regarding the reclassifications out of AOCI for the three and six months ended June 30, 2024 and 2023, is displayed below:

Net current-period other comprehensive income (loss)

Balance at September 30, 2024

Information regarding the reclassifications out of AOCI for the three and nine months ended September 30, 2024 and 2023, is displayed below:

(In thousands)

2 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Affected Line Item in

2 unchanged sentences

Amortization of defined benefit

pension actuarial losses

pension actuarial (gains)

Gains and losses on cash flow

9 unchanged sentences

Surfactants, Polymers and Specialty Products.

Net sales by segment for the three and six months ended June 30, 2024 and 2023, were as follows:

Net sales by segment for the three and nine months ended September 30, 2024 and 2023, were as follows:

(In thousands)

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Segment Net Sales

Specialty Products

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:

Segment operating income and reconciliations of segment operating income to income before provision for income taxes for the three and nine months ended September 30, 2024 and 2023, are summarized below:

(In thousands)

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Segment Operating Income

8 unchanged sentences

(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.

Unallocated corporate expenses for the three and nine month periods ended September 30, 2024 also include expenses related to a criminal social engineering scheme that impacted one of the Company's subsidiaries in Asia.

The social engineering expenses recognized for the three and nine month periods ended September 30, 2024 were $ 3,300,000 and $ 6,800,000 , respectively.

See Note 17, Other Matter , below for detailed information about the charge.

REVENUE FROM CONTRACTS WITH CUSTOMERS

As of June 30, 2024 , the Company had $ 481,000 of contract liabilities and no contract assets.

As of September 30, 2024 , the Company had $ 271,000 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.

1 unchanged sentence

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.

The Company recognized $ 688,000 of revenue in the first nine 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.

At September 30, 2024 , $ 4,985,000 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 $ 3,508,000 of revenue has been recognized from the beginning of the contract term through September 30, 2024.

The tables below provide a geographic disaggregation of net sales for the three and nine months ended September 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

For the Three Months Ended September 30, 2024

Geographic Market

2 unchanged sentences

(In thousands)

For the Three Months Ended June 30, 2023

For the Three Months Ended September 30, 2023

Geographic Market

2 unchanged sentences

(In thousands)

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Geographic Market

2 unchanged sentences

(In thousands)

For the Six Months Ended June 30, 2023

For the Nine Months Ended September 30, 2023

Geographic Market

1 unchanged sentence

Latin America

At June 30, 2024 and December 31, 2023, debt was comprised of the following:

At September 30, 2024 and December 31, 2023, debt was comprised of the following:

(In thousands)

September 30,

Senior unsecured notes

16 unchanged sentences

Long-term debt

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 .

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 $ 311,616,000 as of September 30, 2024 .

These notes are denominated in U.S.

2 unchanged sentences

The Company will be required to make principal payments on the currently outstanding notes from 2024 to 2032.

On August 27, 2024, the Company entered into amendments to two of its note purchase agreements to increase the available facility amounts and extend the end date of the issuance period to August 27, 2027.

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 .

2 unchanged sentences

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

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.

As of September 30, 2024 , the Company had outstanding letters of credit totaling $ 11,375,000 and $ 370,000,000 of outstanding borrowings under the Credit Agreement, inclusive of a $ 91,250,000 delayed draw term loan ($ 8,750,000 of the term loan principal has been permanently repaid as scheduled).

There was $ 59,875,000 available under the Credit Agreement as of September 30, 2024.

As of September 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.

Based on the loan agreement provisions that place limitations on dividend payments, unrestricted retained earnings (i.e., retained earnings available for dividend distribution) were $ 257,153,000 and $ 234,399,000 at September 30, 2024, and December 31, 2023 , respectively.

Other, net in the condensed consolidated statements of income included the following:

1 unchanged sentence

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Foreign exchange gains (losses)

Investment income

Realized and unrealized gains on investments

Realized and unrealized gains (losses) on investments

Net periodic benefit cost

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.

Noncash investing activities included liabilities (accounts payable) incurred for property, plant and equipment expenditures of approximately $ 12,877,000 and $ 15,715,000 that were unpaid at September 30, 2024 and 2023 , respectively.

Noncash financing activities included the issuance of 118,627 shares of the Company’s common stock (valued at $ 10,617,000 ) and 97,774 shares of the Company’s common stock (valued at $ 10,480,000 ) under the Company’s equity incentive compensation plan during the period ended September 30, 2024 and 2023 , respectively.

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.

To date, the Company has not found any evidence of additional fraudulent activity.

The investigation is now closed and the Company has confirmed this 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.

The Company recognized pre-tax charges of $ 3,300,000 for the three months ended September 30, 2024 and $ 6,800,000 for the nine months ended September 30, 2024.

The charges were recorded on the Administrative Expenses line on the Condensed Consolidated Statements of Income for the three months periods ended June 30, 2024 and September 30, 2024, respectively.

These charges were not allocated to any of the Company's three reportable segments.

This incident did not have a material impact on the Company's business, financial position, results of operations and cash flow.

BUSINESS RESTRUCTURING

2023 Restructuring

During the third quarter of 2023, the Company recorded a $ 5,530,000 restructuring expense associated with a voluntary early retirement program.

The program was offered to eligible employees, primarily located at the Company's corporate headquarters, to reduce costs.

The remainder of the business restructuring expenses incurred during the three and nine months ended September 30, 2023, were not material, and relate to ongoing decommissioning expenses associated with the Company's 2016 Canadian plant closure.

RECENT ACCOUNTING PRONOUNCEMENTS

18 unchanged sentences

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.

Also, this update requires additional disclosures about significant segments' expenses regularly provided to CODM, disclosures of the CODM's title and position as well as an explanation of how the CODM uses the reported measures in assessing segment performance and deciding how to allocate resources.

These requirements are in addition to the disclosures that are currently required by Topic 280, Segment reporting .

14 unchanged sentences

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.

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.

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