What changed in this filing

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Item 1. Financial Statements

2026-10-20 compared with 2026-07-21 · 69 added, 68 removed, 480 unchanged (22% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) June 30, 2026 December 31, 2025

(in thousands, except share and per share data) September 30, 2026 December 31, 2025

Current assets:

44 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) 2026 2025 2026 2025

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) 2026 2025 2026 2025

1 unchanged sentence

Other comprehensive income (loss), net of income taxes:

Foreign currency translation adjustments, net of income taxes in 2026 — $ 445 and $ 14,582 ;

Foreign currency translation adjustments, net of tax (expense)/benefit in 2026 — $( 1,771 ) and $ 16,353 ;

2025 — $ 2,075 and $( 55,033 )

31,987 ( 14,804 ) ( 2,693 ) 171,353

Pension and postretirement benefit adjustments, net of income taxes in 2026 — $ 821 and $ 761 ;

Pension and postretirement benefit adjustments, net of tax (expense)/benefit in 2026 — $ 702 and $( 1,463 );

2025 — $ 1,326 and $( 3,978 )

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended June 30, 2026

Three Months Ended September 30, 2026

(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, 2026 137,624,545 $ 137,625 $ 240,228 $ ( 513,465 ) $ 4,611,029 $ 4,475,417 $ 16,800 $ 4,492,217

July 1, 2026 137,859,581 $ 137,860 $ 244,572 $ ( 548,532 ) $ 4,692,112 $ 4,526,012 $ 17,777 $ 4,543,789

Net income — — — — 224,447 224,447 — 224,447

5 unchanged sentences

Noncontrolling interest activities — — — — — — ( 7,834 ) ( 7,834 )

June 30, 2026 137,859,581 $ 137,860 $ 244,572 $ ( 548,532 ) $ 4,692,112 $ 4,526,012 $ 17,777 $ 4,543,789

Six months ended June 30, 2026

September 30, 2026 137,864,682 $ 137,865 $ 259,505 $ ( 518,474 ) $ 4,770,080 $ 4,648,976 $ 9,943 $ 4,658,919

Nine months ended September 30, 2026

7 unchanged sentences

Noncontrolling interest activities — ( 7,429 ) ( 7,429 )

June 30, 2026 137,859,581 $ 137,860 $ 244,572 $ ( 548,532 ) $ 4,692,112 $ 4,526,012 $ 17,777 $ 4,543,789

Three Months Ended June 30, 2025

September 30, 2026 137,864,682 $ 137,865 $ 259,505 $ ( 518,474 ) $ 4,770,080 $ 4,648,976 $ 9,943 $ 4,658,919

Three Months Ended September 30, 2025

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

5 unchanged sentences

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

8 unchanged sentences

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

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

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) 2026 2025

20 unchanged sentences

Other financing activities ( 29,283 ) ( 20,237 )

Net cash provided by (used in) financing activities ( 124,163 ) 102,527

Net cash used in financing activities ( 139,033 ) ( 93,717 )

Effect of exchange rate changes on cash and cash equivalents ( 30,566 ) 22,347

26 unchanged sentences

These adjustments are of a normal recurring nature.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of results for the year ended December 31, 2026.

The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of results for the year ended December 31, 2026.

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

33 unchanged sentences

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, 2026 December 31, 2025

(in thousands) September 30, 2026 December 31, 2025

Prepaid expenses $ 178,335 $ 150,014

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, 2026 December 31, 2025

September 30, 2026 December 31, 2025

Instrument Balance Sheet Location Notional Balance Notional Balance

3 unchanged sentences

Foreign currency debt Long-term debt € 475,000 $ 538,745 € 475,000 $ 558,030

The tables below presents pre-tax gains and losses related to net investment hedges:

The tables below present pre-tax gains and losses related to net investment hedges:

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

(in thousands) 2026 2025 2026 2025

Three Months Ended June 30,

Three Months Ended September 30,

Net investment hedges:

4 unchanged sentences

(in thousands) 2026 2025 2026 2025

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, 2026 and December 31, 2025, the fair value of our senior unsecured notes was approximately $ 3.6 billion and $ 3.8 billion, respectively, which are designated as Level 2 in the fair value hierarchy.

As of September 30, 2026 and December 31, 2025, the fair value of our senior unsecured notes was approximately $ 3.6 billion and $ 3.8 billion, respectively, 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.

3 unchanged sentences

The bond fund is classified as a noncurrent available-for-sale ("AFS") debt security within other assets in the Condensed Consolidated Balance Sheets.

As of June 30, 2026 and December 31, 2025, the fair value of the AFS debt security was $ 246 million and $ 243 million, respectively.

As of September 30, 2026 and December 31, 2025, the fair value of the AFS debt security was $ 245 million and $ 243 million, respectively.

The difference between fair value and amortized cost at each date is immaterial.

1 unchanged sentence

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

As of June 30, 2026, we were in compliance with all such covenants.

As of June 30, 2026, the total borrowings of the independents subject to guarantee by us were approximately $ 504 million.

As of September 30, 2026, we were in compliance with all such covenants.

As of September 30, 2026, the total borrowings of the independents subject to guarantee by us were approximately $ 484 million.

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

3 unchanged sentences

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, 2026, 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, 2026, we have recognized $ 29 million of certain assets and liabilities for the guarantees related to the independents’ borrowings.

As of September 30, 2026, 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, 2026, we have recognized $ 27 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.

12 unchanged sentences

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, 2026 and December 31, 2025, the outstanding payment obligations to the financial institutions were $ 3.2 billion and $ 3.1 billion, respectively.

The amount settled through the SCF program was $ 2.0 billion and $ 2.2 billion for the six months ended June 30, 2026 and June 30, 2025, respectively.

(in thousands) June 30, 2026

As of September 30, 2026 and December 31, 2025, the outstanding payment obligations to the financial institutions were $ 3.2 billion and $ 3.1 billion, respectively.

The amount settled through the SCF program was $ 3.0 billion and $ 3.2 billion for the nine months ended September 30, 2026 and September 30, 2025, respectively.

(in thousands) September 30, 2026

Obligations outstanding at the beginning of the period $ 3,129,794

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) 2026 2025 2026 2025

8 unchanged sentences

The following table presents a summary of our reportable North America 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) 2026 2025 2026 2025

9 unchanged sentences

The following table presents a summary of our reportable international 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) 2026 2025 2026 2025

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) 2026 2025 2026 2025

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) 2026 2025 2026 2025

13 unchanged sentences

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) 2026 2025 2026 2025

8 unchanged sentences

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) 2026 2025

14 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) 2026 2025 2026 2025

20 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) 2026 2025 2026 2025

12 unchanged sentences

On January 2, 2026, we amended our A/R Sales Agreement to increase the facility capacity from $ 1 billion to $ 1.25 billion and extended the agreement's maturity through January 8, 2027.

We received a benefit from cash from operations of approximately $ 250 million during the first quarter of 2026.

As a result, we received a benefit to cash from operations of approximately $ 250 million during the first quarter of 2026.

We continue to be involved with the receivables transferred by the SPE to unaffiliated financial institutions by providing collection services.

As cash is collected on sold receivables, the SPE continuously transfers ownership and control of new qualifying receivables to unaffiliated financial institutions so that the total principal amount outstanding of receivables sold does not exceed $ 1.25 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 $ 1.25 billion and $ 1.0 billion as of June 30, 2026 and December 31, 2025, respectively.

The amount of receivables pledged as collateral as of June 30, 2026 and December 31, 2025 is approximately $ 1.6 billion and $ 1.5 billion, respectively.

The total principal amount outstanding of receivables sold is approximately $ 1.25 billion and $ 1.0 billion as of September 30, 2026 and December 31, 2025, respectively.

The amount of receivables pledged as collateral as of September 30, 2026 and December 31, 2025 is approximately $ 1.6 billion and $ 1.5 billion, respectively.

The following table summarizes the activity and amounts outstanding under the A/R Sales Agreement as of:

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

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

(in thousands) 2026 2025 2026 2025

3 unchanged sentences

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

Those fees, which totaled $ 23 million and $ 26 million for the six months ended June 30 , 2026 and 2025, respectively, are recorded within other non-operating expense (income) in the Condensed Consolidated Statements of Income.

Those fees, which totaled $ 36 million and $ 39 million for the nine months ended September 30, 2026 and 2025, 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, 2026 and December 31, 2025 is not material.

The reserve recognized for this recourse obligation as of September 30, 2026 and December 31, 2025 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 $ 70 million outstanding borrowings under the Unsecured Revolving Credit Facility as of June 30, 2026 and $ 600 million outstanding as of December 31, 2025.

We had no outstanding borrowings under the Unsecured Revolving Credit Facility as of September 30, 2026 and $ 600 million outstanding as of December 31, 2025.

Term Loan A Facilities

1 unchanged sentence

The Term Loan A Facilities mature on October 28, 2027.

On the closing date, the $ 500 million Term Loan A Facility was fully drawn and remained fully drawn as of June 30, 2026.

As of June 30, 2026, the $ 500 million Delayed Draw Term Loan Facility remained undrawn and available.

As of September 30, 2026, the Term Loan A Facilities were fully drawn, with an aggregate outstanding balance of $ 1.0 billion.

Commercial Paper Program

4 unchanged sentences

The notes are issued at par less a discount representing an interest factor or, if interest bearing, at par.

We had $ 683 million outstanding under our commercial paper program as of June 30, 2026 and $ 343 million outstanding borrowings as of December 31, 2025, presented in short-term borrowings on the Condensed Consolidated Balance Sheet.

We had $ 389 million outstanding under our commercial paper program as of September 30, 2026 and $ 343 million outstanding borrowings as of December 31, 2025, presented in short-term borrowings on the Condensed Consolidated Balance Sheet.

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

At June 30, 2026, we were in compliance with all such covenants.

We acquired several businesses for approximately $ 46 million and $ 211 million, which includes certain non-cash consideration and is net of cash acquired, during the six months ended June 30, 2026 and June 30, 2025, respectively.

At September 30, 2026, we were in compliance with all such covenants.

We acquired several businesses for approximately $ 82 million and $ 295 million, which includes certain non-cash consideration and is net of cash acquired, during the nine months ended September 30, 2026 and September 30, 2025, 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 $ 26 million of goodwill and other intangible assets associated with the acquisitions during the six months ended June 30, 2026.

Other intangible assets acquired of $ 10 million during the six months ended June 30, 2026 consisted of customer relationships with weighted average amortization lives of 20 years.

We recorded approximately

$ 44 million of goodwill and other intangible assets associated with the acquisitions during the nine months ended September 30, 2026.

Other intangible assets acquired of $ 17 million during the nine months ended September 30, 2026 consisted of customer relationships with weighted average amortization lives of 20 years.

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

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 Comprehensive Loss by Component, Net of Income Taxes

4 unchanged sentences

Other comprehensive income (loss), net of income taxes ( 4,015 ) ( 2,693 ) ( 6,708 )

Ending balance, June 30, 2026 $ ( 41,979 ) $ ( 506,553 ) $ ( 548,532 )

Ending balance, September 30, 2026 $ ( 43,908 ) $ ( 474,566 ) $ ( 518,474 )

Changes in Accumulated Other Comprehensive Loss by Component, Net of Income Taxes

4 unchanged sentences

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

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

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

Generally, tax effects in AOCL are established at the currently enacted tax rate and reclassified to net income in the same period that the related pre-tax AOCL reclassifications are recognized.

10 unchanged sentences

We also consider the known latency periods for common asbestos diseases when projecting future filing trends and claims.

We provide the Claims Data to a third-party actuarial specialist with expertise in determining the impact of Claim Data on future filing trends and costs.

We provide the Claims Data to a third-party actuarial

specialist with expertise in determining the impact of Claim Data on future filing trends and costs.

The actuarial specialist assists us in estimating the number of future claims and costs to resolve pending and future claims.

4 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 3,513 pending asbestos lawsuits as of June 30, 2026.

The amount accrued for pending and future claims was $ 294 million as of June 30, 2026, which represented our best estimate of the liability within our calculated range of $ 240 million to $ 372 million, discounted using a discount rate of 4.44 %.

We have 3,741 pending asbestos lawsuits as of September 30, 2026.

The amount accrued for pending and future claims was $ 281 million as of September 30, 2026, which represented our best estimate of the liability within our calculated range of $ 223 million to $ 345 million, discounted using a discount rate of 5.29 %.

The amount accrued for pending and future claims was $ 317 million as of December 31, 2025, which represented our best estimate of the liability within our calculated range of $ 258 million to $ 397 million, discounted using a discount rate of 4.18 %.

Our undiscounted product liability was $ 375 million and $ 398 million as of June 30, 2026 and December 31, 2025, respectively.

Our undiscounted product liability was $ 362 million and $ 398 million as of September 30, 2026 and December 31, 2025, respectively.

There have been no significant developments to the information presented in our 2025 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 $ 36 million and $ 38 million as of June 30, 2026 and December 31, 2025, respectively.

Our receivable for estimated insurance recoveries related to pending and future claims was $ 34 million and $ 38 million as of September 30, 2026 and December 31, 2025, respectively.

Environmental Liabilities

6 unchanged sentences

Our exposure as the importer of record represents less than 0.5% of our total purchases.

During the second quarter of 2026, we submitted refund claims related to these tariffs.

The claims submitted and refunds received through June 30, 2026 were not material to our condensed consolidated financial statements.

Subsequent to the ruling, we submitted refund claims related to these tariffs.

The claims submitted and refunds received through September 30, 2026 were not material to our condensed consolidated financial statements.

Restructuring and Other Costs

1 unchanged sentence

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

We incurred $ 129 million and $ 100 million in restructuring and other costs for the six months ended June 30, 2026 and June 30, 2025, respectively.

We incurred $ 193 million and $ 167 million in restructuring and other costs for the nine months ended September 30, 2026 and September 30, 2025, respectively.

The tables below summarize the activity related to the global restructuring initiative.

5 unchanged sentences

Translation ( 269 ) ( 8 ) ( 277 )

Liability as of June 30, 2026 $ 17,478 $ 495 $ 17,973

Liability as of September 30, 2026 $ 20,441 $ 381 $ 20,822

(1) Amount includes professional fees, accelerated rent, facility closure costs, moving expenses and asset impairment costs.

6 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

(1) Amount includes professional fees, accelerated rent, facility closure costs, moving expenses and asset impairment costs.

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