What changed in this filing

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Item 1. Financial Statements

2025-10-21 compared with 2025-07-22 · 100 added, 77 removed, 453 unchanged (28% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) June 30, 2025 December 31, 2024

(in thousands, except share and per share data) September 30, 2025 December 31, 2024

Current assets:

3 unchanged sentences

2024 – $ 68,976 )

2,639,775 2,182,856

Merchandise inventories, net 5,873,796 5,514,427

6 unchanged sentences

2024 – $ 1,771,785 )

2,091,463 1,950,760

Operating lease assets 1,970,911 1,769,720

31 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands, except per share data) 2025 2024 2025 2024

20 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

12 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

(in thousands, except share and per share data) Common Stock Shares Common Stock Amount Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Parent Equity Non-controlling Interests in Subsidiaries Total Equity

April 1, 2025 138,788,979 $ 138,789 $ 204,595 $ ( 1,208,730 ) $ 5,315,279 $ 4,449,933 $ 14,630 $ 4,464,563

July 1, 2025 139,092,221 $ 139,092 $ 205,146 $ ( 1,068,219 ) $ 5,426,894 $ 4,702,913 $ 16,005 $ 4,718,918

Net income — — — — 226,171 226,171 — 226,171

Other comprehensive income, net of tax — — — 140,511 — 140,511 — 140,511

Other comprehensive loss, net of tax — — — ( 11,123 ) — ( 11,123 ) — ( 11,123 )

Cash dividend declared, $ 1.03 per share

2 unchanged sentences

Share-based compensation — — 13,003 — — 13,003 — 13,003

Purchase of stock — — — — — — — —

Noncontrolling interest activities — — — — — — 2,491 2,491

June 30, 2025 139,092,221 $ 139,092 $ 205,146 $ ( 1,068,219 ) $ 5,426,894 $ 4,702,913 $ 16,005 $ 4,718,918

Six Months Ended June 30, 2025

September 30, 2025 139,110,499 $ 139,111 $ 217,068 $ ( 1,079,342 ) $ 5,509,794 $ 4,786,631 $ 18,496 $ 4,805,127

Nine Months Ended September 30, 2025

6 unchanged sentences

Share-based compensation — — 37,183 — — 37,183 — 37,183

Purchase of stock — — — — — — — —

Noncontrolling interest activities — — — — — 4,052 4,052

June 30, 2025 139,092,221 $ 139,092 $ 205,146 $ ( 1,068,219 ) $ 5,426,894 $ 4,702,913 $ 16,005 $ 4,718,918

Three Months Ended June 30, 2024

September 30, 2025 139,110,499 $ 139,111 $ 217,068 $ ( 1,079,342 ) $ 5,509,794 $ 4,786,631 $ 18,496 $ 4,805,127

Three Months Ended September 30, 2024

April 1, 2024 139,335,342 $ 139,335 $ 179,349 $ ( 1,053,904 ) $ 5,137,597 $ 4,402,377 $ 14,799 $ 4,417,176

July 1, 2024 139,346,018 $ 139,346 $ 180,527 $ ( 1,035,739 ) $ 5,256,514 $ 4,540,648 $ 15,475 $ 4,556,123

Net income — — — — 226,582 226,582 — 226,582

6 unchanged sentences

Noncontrolling interest activities — — — — — — ( 1,793 ) ( 1,793 )

June 30, 2024 139,346,018 $ 139,346 $ 180,527 $ ( 1,035,739 ) $ 5,256,514 $ 4,540,648 $ 15,475 $ 4,556,123

Six Months Ended June 30, 2024

September 30, 2024 139,078,065 $ 139,078 $ 193,491 $ ( 942,852 ) $ 5,306,755 $ 4,696,472 $ 13,682 $ 4,710,154

Nine Months Ended September 30, 2024

1 unchanged sentence

Net income — — — — 771,020 771,020 — 771,020

Other comprehensive loss, net of tax — — — ( 58,867 ) — ( 58,867 ) — ( 58,867 )

Other comprehensive income, net of tax — — — 34,020 — 34,020 — 34,020

Cash dividend declared, $ 3.00 per share

4 unchanged sentences

Noncontrolling interest activities — — — — — — ( 2,256 ) ( 2,256 )

June 30, 2024 139,346,018 $ 139,346 $ 180,527 $ ( 1,035,739 ) $ 5,256,514 $ 4,540,648 $ 15,475 $ 4,556,123

September 30, 2024 139,078,065 $ 139,078 $ 193,491 $ ( 942,852 ) $ 5,306,755 $ 4,696,472 $ 13,682 $ 4,710,154

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024

42 unchanged sentences

These adjustments are of a normal recurring nature.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of results for the year ended December 31, 2025.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of results for the year ended December 31, 2025.

We have evaluated subsequent events through the date the unaudited Condensed Consolidated Financial Statements covered by this quarterly report were issued.

8 unchanged sentences

The standard requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items, income before tax expense disaggregated between domestic and foreign, income tax expense disaggregated by federal, state and foreign, as well as further information on income taxes paid.

The guidance is effective for the year ended December 31, 2025, with early adoption permitted.

The guidance is effective for our Annual Report on Form 10-K for the year ended December 31, 2025.

The guidance should be applied on a prospective basis, with retrospective application permitted.

We are currently evaluating the impact of adopting this standard on our financial statements and disclosures.

We are currently evaluating the impact of adopting this standard on our disclosures.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

8 unchanged sentences

We are currently evaluating the impact of adopting this standard on our financial statements and disclosures.

Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

When applying the current expected credit loss model to current accounts receivable and contract assets arising from transactions accounted for under ASC 606, this standard provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

Entities are required to disclose whether they have elected the practical expedient and should be applied prospectively.

We plan to adopt this guidance for our Annual Report on Form 10-K for the year ended December 31, 2025, and we are currently evaluating the impact of adopting this standard on our disclosures.

Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other- Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

This update provides revised guidance aimed at refining how costs related to internal-use software are accounted for.

The update removes the concept of distinct project phases and requires that capitalization of software costs begins once (1) management authorizes and commits to funding a computer software project, and (2) there is a high likelihood the project will be completed and the software will be used to perform the function as intended.

When assessing whether completion is probable, entities must carefully consider any substantial uncertainties in development.

In addition, the guidance introduces a requirement to disclose capitalized software costs as part of property, plant, and equipment.

The new standard will take effect in the first quarter of 2028, though early adoption is permitted at the start of any annual reporting period.

Entities may adopt the guidance using prospective application, retrospective application, or a modified transition approach.

We are currently evaluating the impact of adopting this standard on our financial statements and disclosures.

Prepaid Expenses and Other Current Assets

The following table provides a detail of prepaid expenses and other current assets reported within the Condensed Consolidated Balance Sheets as of:

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Prepaid expenses $ 140,136 $ 118,401

9 unchanged sentences

The following table summarizes the classification and carrying amounts of the derivative instruments and the foreign currency denominated debt, a non-derivative financial instrument, that are designated and qualify as part of hedging relationships (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Instrument Balance Sheet Location Notional Balance Notional Balance

3 unchanged sentences

Foreign currency debt Long-term debt € 475,000 $ 557,033 € 475,000 $ 494,285

The tables below presents gains and losses related to designated net investment hedges:

The tables below present gains and losses related to designated net investment hedges:

Gain (Loss) Recognized in AOCL before Reclassifications Gain Recognized in Interest Expense for Excluded Components

(in thousands) 2025 2024 2025 2024

Three Months Ended June 30,

Three Months Ended September 30,

Net investment hedges:

4 unchanged sentences

(in thousands) 2025 2024 2025 2024

Six Months Ended June 30,

Nine Months Ended September 30,

Net investment hedges:

3 unchanged sentences

Fair Value of Financial Instruments

As of June 30, 2025, the fair value of our senior unsecured notes was approximately $ 3.8 billion, which are designated as Level 2 in the fair value hierarchy.

As of September 30, 2025, the fair value of our senior unsecured notes was approximately $ 3.8 billion, which are designated as Level 2 in the fair value hierarchy.

Our valuation technique is based primarily on prices and other relevant information generated by observable transactions involving identical or comparable assets or liabilities.

1 unchanged sentence

While such borrowings of the independents are outstanding, we are required to maintain compliance with certain covenants.

As of June 30, 2025, we were in compliance with all such covenants.

As of June 30, 2025, the total borrowings of the independents subject to guarantee by us were approximately $ 573 million.

As of September 30, 2025, we were in compliance with all such covenants.

As of September 30, 2025, the total borrowings of the independents subject to guarantee by us were approximately $ 559 million.

These loans generally mature over periods from one to six years .

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To date, we have not had significant losses in connection with guarantees of independents’ borrowings and the current expected credit loss reserve is not material.

As of June 30, 2025, there are no material guaranteed loans for which the borrower is experiencing financial difficulty and recovery is expected to be provided substantially through the operation or sale of the collateral.

As of June 30, 2025, we have recognized $ 37 million of certain assets and liabilities for the guarantees related to the independents’ borrowings.

As of September 30, 2025, there are no material guaranteed loans for which the borrower is experiencing financial difficulty and recovery is expected to be provided substantially through the operation or sale of the collateral.

As of September 30, 2025, we have recognized $ 34 million of certain assets and liabilities for the guarantees related to the independents’ borrowings.

These assets and liabilities are included in other assets and other long-term liabilities in the Condensed Consolidated Balance Sheets.

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We have no economic interest in a supplier’s decision to participate in the SCF program, and we have no direct financial relationship with the financial institutions, as it relates to the SCF program.

amounts due to our suppliers that elected to participate in the SCF program are included in the line item accounts payable in our Condensed Consolidated Balance Sheets.

Accordingly, amounts due to our suppliers that elected to participate in the SCF program are included in the line item accounts payable in our Condensed Consolidated Balance Sheets.

All activity related to amounts due to suppliers that elected to participate in the SCF program is reflected in cash flows from operating activities in our Condensed Consolidated Statement of Cash Flows.

As of June 30, 2025 and December 31, 2024, the outstanding payment obligations to the financial institutions were $ 3.2 billion and $ 3.3 billion, respectively.

The amount settled through the SCF program was $ 2.2 billion and $ 2.0 billion for the six months ended June 30, 2025 and June 30, 2024, respectively.

(in thousands) June 30, 2025

As of September 30, 2025 and December 31, 2024, the outstanding payment obligations to the financial institutions were $ 3.1 billion and $ 3.4 billion, respectively.

The amount settled through the SCF program was $ 3.2 billion and $ 3.0 billion for the nine months ended September 30, 2025 and September 30, 2024, respectively.

(in thousands) September 30, 2025

Obligations outstanding at the beginning of the period $ 3,372,304

7 unchanged sentences

The following table summarizes basic and diluted shares outstanding:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands, except per share data) 2025 2024 2025 2024

8 unchanged sentences

The following table presents a summary of our reportable Automotive segment financial information:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

9 unchanged sentences

The following table presents a summary of our reportable Industrial segment financial information:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

11 unchanged sentences

The following table presents a reconciliation from EBITDA to net income:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

9 unchanged sentences

Net Income $ 226,171 $ 226,582 $ 675,443 $ 771,020

(1) Corporate EBITDA consists of costs related to our corporate headquarter’s broad support to our business units and other costs that are managed centrally and not allocated to business segments.

(1) Corporate EBITDA consists of costs related to our corporate headquarters' broad support to our business units and other costs that are managed centrally and not allocated to business segments.

These include personnel and other costs for company-wide functions such as executive leadership, human resources, technology, cybersecurity, legal, corporate finance, internal audit, and risk management, as well as asbestos-related product liability costs and A/R Sales Agreement fees.

(2) The following table presents a summary of the other unallocated costs:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

(3) Please refer to the Restructuring and Other Costs Footnote in the Notes to Condensed Consolidated Financial Statements for more information.

(4) Adjustment primarily reflects lease and other exit costs related to the ongoing integration of acquired independent automotive stores.

(4) Adjustment primarily reflects lease and other exit costs related to the integration of acquired independent automotive stores.

The following table presents a summary of our reportable segment total assets, as well as Corporate and other unallocated reconciling items:

As of June 30,

As of September 30,

(in thousands) 2025 2024

13 unchanged sentences

The following table presents a summary of select financial information by reportable segment, as well as Corporate and other unallocated reconciling items:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

18 unchanged sentences

The following table presents disaggregated geographical net sales from contracts with customers by reportable segment:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

14 unchanged sentences

As cash is collected on sold receivables, the SPE continuously transfers ownership and control of new qualifying receivables to the unaffiliated financial institutions so that the total principal amount outstanding of receivables sold is approximately $ 1.0 billion at any point in time (which is the maximum amount allowed under the A/R Sales Agreement).

The total principal amount outstanding of receivables sold is approximately $ 1.0 billion and $ 1.0 billion as of June 30, 2025 and December 31, 2024, respectively.

The amount of receivables pledged as collateral as of June 30, 2025 and December 31, 2024 is approximately $ 1.5 billion and $ 1.3 billion, respectively.

The total principal amount outstanding of receivables sold is approximately $ 1.0 billion and $ 1.0 billion as of September 30, 2025 and December 31, 2024, respectively.

The amount of receivables pledged as collateral as of September 30, 2025 and December 31, 2024 is approximately $ 1.6 billion and $ 1.3 billion, respectively.

The following table summarizes the activity under the A/R Sales Agreement for the:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Cash collected on sold receivables $ 2,080,791 $ 2,144,742 $ 6,290,181 $ 6,450,412

Continuous cash activity related to the A/R Sales Agreement is reflected in net cash provided by (used in) operating activities in the Condensed Consolidated Statements of Cash Flows.

Continuous cash activity related to the A/R Sales Agreement is reflected in net cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.

The SPE incurs fees due to the unaffiliated financial institutions related to the accounts receivable sales transactions.

Those fees, which totaled $ 26 million and $ 31 million for the six months ended June 30, 2025 and 2024, respectively, are recorded within other non-operating expense (income) in the Condensed Consolidated Statements of Income.

Those fees, which totaled $ 39 million and $ 47 million for the nine months ended September 30, 2025 and 2024, respectively, are recorded within other non-operating expense (income) in the Condensed Consolidated Statements of Income.

The SPE has a recourse obligation to repurchase from the unaffiliated financial institutions any previously sold receivables that are not collected due to the occurrence of certain events, including credit quality deterioration and customer sales returns.

The reserve recognized for this recourse obligation as of June 30, 2025 and December 31, 2024 is not material.

The reserve recognized for this recourse obligation as of September 30, 2025 and December 31, 2024 is not material.

The servicing liability related to our collection services also is not material, given the high quality of the customers underlying the receivables and the anticipated short collection period.

2 unchanged sentences

On March 20, 2025, we amended the Unsecured Revolving Credit Facility to expand the borrowing capacity from $ 1.5 billion to $ 2.0 billion and extend the maturity date to March 20, 2030.

We had no outstanding borrowings under the Unsecured Revolving Credit Facility as of June 30, 2025 or December 31, 2024.

We had no outstanding borrowings under the Unsecured Revolving Credit Facility as of September 30, 2025 or December 31, 2024.

Commercial Paper Program

5 unchanged sentences

The net proceeds of issuances of the commercial paper notes have been used to repay certain of our unsecured senior notes (as described below) and have been and are expected to continue to be used for general corporate purposes.

We had $ 922 million outstanding under our commercial paper program as of June 30, 2025, presented in Short-term borrowings on the Condensed Consolidated Balance Sheet, and no outstanding borrowings as of December 31, 2024.

The weighted average interest rate of our commercial paper outstanding as of June 30, 2025 was 4.69 %.

We had $ 892 million outstanding under our commercial paper program as of September 30, 2025, presented in Short-term borrowings on the Condensed Consolidated Balance Sheet, and no outstanding borrowings as of December 31, 2024.

The weighted average interest rate of our commercial paper outstanding as of September 30, 2025 was 4.47 %.

In the Condensed Consolidated Statement of Cash Flows, we present commercial paper activity with original maturities of three months or less on a net basis given their short-term nature.

2 unchanged sentences

Certain borrowings require us to comply with a financial covenant with respect to a maximum debt to EBITDA ratio.

At June 30, 2025, we were in compliance with all such covenants.

At September 30, 2025, we were in compliance with all such covenants.

Employee Benefit Plans

Net periodic benefit income from our pension plans included the following components for our pension benefits:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2025 2024 2025 2024

10 unchanged sentences

To support this transition, during 2024 we adjusted our investment strategy to fully hedge plan obligations, including the purchase of annuity contracts using existing plan assets to fund ongoing obligations prior to termination.

As a result of these changes, income from our expected return on plan assets is significantly reduced in 2025, with the investment strategy focused on minimizing funded status volatility during the termination process.

The final settlement process, including transferring the management

of benefits to an insurance company, is expected to be completed by late 2025 or early 2026, pending regulatory approvals.

We acquired several businesses for approximately $ 211 million and $ 651 million, which includes certain non-cash consideration and is net of cash acquired, during the six months ended June 30, 2025 and June 30, 2024, respectively.

For each acquisition, we allocate the purchase price to the assets acquired and the liabilities assumed based on their fair values as of their respective acquisition dates.

We recorded approximately $ 103 million of goodwill and other intangible assets associated with these acquisitions, primarily related to a U.S.

acquisition in our Industrial segment.

As a result of these changes, income from our expected return on plan assets is significantly reduced in 2025, with the investment strategy focused on minimizing funded

status volatility during the termination process.

The final settlement process, including transferring the management of benefits to an insurance company, will occur by December 31, 2025.

We acquired several businesses for approximately $ 295 million and $ 1.1 billion, which includes certain non-cash consideration and is net of cash acquired, during the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, we recorded approximately $ 156 million of goodwill and other intangible assets associated with these acquisitions.

Other intangible assets acquired of $ 73 million consisted of customer relationships with weighted average amortization lives of 20 years.

During the nine months ended September 30, 2025, we recognized approximately $ 89 million and $ 48 million of revenue related to our current year Automotive and Industrial acquisitions, respectively.

During the nine months ended September 30, 2024, we recorded approximately $ 470 million of goodwill and other intangible assets associated with these acquisitions.

Other intangible assets acquired of $ 200 million consisted of customer relationships and trade names with weighted average amortization lives of 19 years.

As part of our acquisition strategy to own more stores in priority markets, we acquired two of the largest independent owners of NAPA Auto Parts Stores in the U.S., Motor Parts & Equipment Corporation in April 2024 and Walker Automotive Supply, Inc.

in July 2024, for which we recognized approximately $ 100 million of goodwill and other intangible assets.

For each acquisition, we allocate the purchase price to the assets acquired and the liabilities assumed based on their fair values as of their respective acquisition dates.

The fair values of the assets acquired and liabilities assumed are preliminary and may be subject to additional adjustments, particularly to inventory and intangible assets during the measurement period, which may be up to one year from the respective acquisition dates.

The results of operations for acquired businesses are included in our Condensed Consolidated Statements of Income beginning on their respective acquisition dates.

During the six months ended June 30, 2025, we recognized approximately $ 37 million and $ 29 million of revenue related to our current year Automotive and Industrial acquisitions, respectively.

Accumulated Other Comprehensive Loss

The following tables present the changes in AOCL by component for the six months ended June 30:

The following tables present the changes in AOCL by component for the nine months ended September 30:

Changes in Accumulated Other

3 unchanged sentences

Beginning balance, January 1, 2025 $ ( 581,000 ) $ ( 680,743 ) $ ( 1,261,743 )

Other comprehensive income before reclassifications — 186,157 186,157

Other comprehensive income (loss) before reclassifications — 171,353 171,353

Amounts reclassified from accumulated other comprehensive loss 11,048 — 11,048

Other comprehensive income, net of income taxes 7,367 186,157 193,524

Ending balance, June 30, 2025 $ ( 573,633 ) $ ( 494,586 ) $ ( 1,068,219 )

Other comprehensive income (loss), net of income taxes 11,048 171,353 182,401

Ending balance, September 30, 2025 $ ( 569,952 ) $ ( 509,390 ) $ ( 1,079,342 )

Changes in Accumulated Other

3 unchanged sentences

Beginning balance, January 1, 2024 $ ( 517,941 ) $ ( 458,931 ) $ ( 976,872 )

Other comprehensive (loss) before reclassifications — ( 64,642 ) ( 64,642 )

Other comprehensive income (loss) before reclassifications — 25,359 25,359

Amounts reclassified from accumulated other comprehensive loss 8,661 — 8,661

Other comprehensive income (loss), net of income taxes 8,661 25,359 34,020

Ending balance, June 30, 2024 $ ( 512,166 ) $ ( 523,573 ) $ ( 1,035,739 )

Ending balance, September 30, 2024 $ ( 509,280 ) $ ( 433,572 ) $ ( 942,852 )

The AOCL components related to the pension benefits are included in the computation of net periodic benefit income in the Employee Benefit Plans Footnote.

18 unchanged sentences

Our estimate has been impacted by adverse inflation trends, a backlog of claims building up from court closures during the COVID-19 pandemic, and an evolving legal and product liability environment.

We have 2,864 pending asbestos lawsuits as of June 30, 2025.

The amount accrued for pending and future claims was $ 240 million as of June 30, 2025, which represented our best estimate of the liability within our calculated range of $ 212 million to $ 302 million, discounted using a discount rate of 4.24 %.

We have 3,000 pending asbestos lawsuits as of September 30, 2025.

The amount accrued for pending and future claims was $ 222 million as of September 30, 2025, which represented our best estimate of the liability within our calculated range of $ 207 million to $ 296 million, discounted using a discount rate of 4.16 %.

The amount accrued for pending and future claims was $ 256 million as of December 31, 2024, which represented our best estimate of the liability within our calculated range of $ 219 million to $ 313 million, discounted using a discount rate of 4.58 %.

Our undiscounted product liability was $ 317 million and $ 336 million as of June 30, 2025 and December 31, 2024, respectively.

Our undiscounted product liability was $ 300 million and $ 336 million as of September 30, 2025 and December 31, 2024, respectively.

There have been no significant developments to the information presented in our 2024 Annual Report on Form 10-K with respect to litigation or commitments and contingencies.

1 unchanged sentence

Annually, we conduct an insurance exhaustion study to model expected recoveries for pending and future claims, and we adjust the insurance receivable balance to reflect the present value of these recoveries.

Our receivable for estimated insurance recoveries related to pending and future claims was $ 40 million and $ 44 million as of June 30, 2025 and December 31, 2024, respectively.

Our receivable for estimated insurance recoveries related to pending and future claims was $ 39 million and $ 44 million as of September 30, 2025 and December 31, 2024, respectively.

Environmental Liabilities

6 unchanged sentences

The initiative was approved and funded by our corporate office and therefore these costs are not allocated to our segments.

For the six months ended June 30, 2025, we incurred $ 100 million in restructuring and other costs, compared to $ 113 million in the prior year period.

For the nine months ended September 30, 2025, we incurred $ 167 million in restructuring and other costs, compared to $ 161 million in the prior year period.

We expect to incur total costs up to $ 210 million related to the global restructuring efforts in 2025 and to substantially complete the initiative by the end of 2025.

8 unchanged sentences

Translation 1,846 41 1,887

Liability as of June 30, 2025 $ 31,028 $ 1,803 $ 32,831

Liability as of September 30, 2025 $ 27,745 $ 1,763 $ 29,508

(in thousands) Severance and other employee costs Other restructuring costs (1)

4 unchanged sentences

Translation 501 2 503

Liability as of June 30, 2024 $ 27,681 $ 1,134 $ 28,815

Liability as of September 30, 2024 $ 25,024 $ 1,336 $ 26,360

(1) Amount reflects professional fees, accelerated rent, facility closure costs, moving expenses and asset impairment costs that are attributable to our restructuring.

The 2024 amount excludes a $ 7 million non-cash charge reflected in cost of goods sold for inventory liquidated rather than moved during facility consolidation in connection with the restructuring.

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