What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 174 added, 125 removed, 541 unchanged (36% of the section changed)

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Impairment of goodwill, intangibles and other assets — 260 — 266

Operating income 171 163 192 179

Operating income (loss) 119 ( 121 ) 311 58

Non-operating expenses:

1 unchanged sentence

Loss on extinguishment and modification of debt — — 13 1

Other expense, net 5 1 9 6

Income before income taxes 71 84 16 24

Other (income) expense, net ( 6 ) 9 3 15

Income (loss) before income taxes 42 ( 205 ) 58 ( 181 )

Income tax provision (benefit) 21 ( 7 ) 28 ( 19 )

Net income $ 46 $ 45 $ 9 $ 36

Net income (loss) $ 21 $ ( 198 ) $ 30 $ ( 162 )

Weighted average common shares outstanding:

1 unchanged sentence

Diluted 423.5 416.0 422.4 415.3

Earnings per share:

Earnings (loss) per share:

Basic $ 0.05 $ ( 0.48 ) $ 0.07 $ ( 0.39 )

1 unchanged sentence

COMPREHENSIVE INCOME (LOSS):

Net income $ 46 $ 45 $ 9 $ 36

Net income (loss) $ 21 $ ( 198 ) $ 30 $ ( 162 )

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Derivative financial instruments 4 ( 1 ) ( 12 ) 13

Total other comprehensive loss, net of tax ( 30 ) ( 28 ) ( 33 ) ( 37 )

Total other comprehensive income (loss), net of tax 6 ( 6 ) ( 27 ) ( 43 )

Total comprehensive income (loss) $ 27 $ ( 204 ) $ 3 $ ( 205 )

4 unchanged sentences

(Amounts in millions, except par values)

September 30,

2025 December 31,

22 unchanged sentences

Stockholders’ equity:

Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at June 30, 2025 and December 31, 2024)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 445.0 shares and 442.3 shares issued at June 30, 2025 and December 31, 2024, respectively)

Treasury stock, at cost ( 27.1 shares and 26.2 shares at June 30, 2025 and December 31, 2024, respectively)

Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at September 30, 2025 and December 31, 2024)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 447.0 shares and 442.3 shares issued at September 30, 2025 and December 31, 2024, respectively)

Treasury stock, at cost ( 27.8 shares and 26.2 shares at September 30, 2025 and December 31, 2024, respectively)

( 644 ) ( 634 )

9 unchanged sentences

(Amounts in millions)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

Net income $ 9 $ 36

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Net income (loss) $ 30 $ ( 162 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 231 245

Impairment of goodwill, intangibles and other assets — 266

(Gain) loss from sale of businesses and investments ( 12 ) 2

Deferred income taxes 16 ( 9 )

7 unchanged sentences

Accrued liabilities and other, net ( 178 ) ( 177 )

Net cash provided by (used in) operating activities ( 271 ) 64

Net cash provided by operating activities 103 346

Cash flows from investing activities:

Capital expenditures ( 177 ) ( 163 )

Proceeds from sale of divested businesses and investments 22 14

Proceeds from settlement of swaps 25 25

2 unchanged sentences

Cash flows from financing activities:

Proceeds from (payments on) short-term debt, net 455 ( 52 )

Proceeds from short-term debt, net 150 39

Proceeds from short-term debt with original maturities greater than 90 days — 431

5 unchanged sentences

Equity compensation activity and other, net 8 ( 8 )

Net cash provided by financing activities 382 78

Net cash provided by (used in) financing activities 59 ( 64 )

Exchange rate effect on cash, cash equivalents and restricted cash 3 ( 15 )

11 unchanged sentences

Stock Treasury

Stock Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Total Stockholders’ Equity

Balance at March 31, 2025 $ 445 $ ( 639 ) $ 6,847 $ ( 2,979 ) $ ( 984 ) $ 2,690

Comprehensive income (loss) — — — 46 ( 30 ) 16

Stock Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity

Balance at June 30, 2025 $ 445 $ ( 640 ) $ 6,834 $ ( 2,933 ) $ ( 1,014 ) $ 2,692

Comprehensive income — — — 21 6 27

Dividends declared on common stock - $ 0.07 per share

1 unchanged sentence

Equity compensation, net of tax 2 ( 4 ) 11 — — 9

Balance at June 30, 2025 $ 445 $ ( 640 ) $ 6,834 $ ( 2,933 ) $ ( 1,014 ) $ 2,692

Balance at September 30, 2025 $ 447 $ ( 644 ) $ 6,814 $ ( 2,912 ) $ ( 1,008 ) $ 2,697

Balance at December 31, 2024 $ 442 $ ( 634 ) $ 6,866 $ ( 2,942 ) $ ( 981 ) $ 2,751

3 unchanged sentences

Equity compensation, net of tax 5 ( 10 ) 41 — — 36

Balance at June 30, 2025 $ 445 $ ( 640 ) $ 6,834 $ ( 2,933 ) $ ( 1,014 ) $ 2,692

Balance at September 30, 2025 $ 447 $ ( 644 ) $ 6,814 $ ( 2,912 ) $ ( 1,008 ) $ 2,697

Stock Treasury

Stock Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Total Stockholders’ Equity

Balance at March 31, 2024 $ 441 $ ( 631 ) $ 6,900 $ ( 2,735 ) $ ( 899 ) $ 3,076

Comprehensive income (loss) — — — 45 ( 28 ) 17

Stock Additional Paid-In Capital Retained Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity

Balance at June 30, 2024 $ 441 $ ( 631 ) $ 6,887 $ ( 2,690 ) $ ( 927 ) $ 3,080

Comprehensive loss — — — ( 198 ) ( 6 ) ( 204 )

Dividends declared on common stock - $ 0.07 per share

1 unchanged sentence

Equity compensation, net of tax 1 ( 2 ) 16 — — 15

Balance at June 30, 2024 $ 441 $ ( 631 ) $ 6,887 $ ( 2,690 ) $ ( 927 ) $ 3,080

Balance at September 30, 2024 $ 442 $ ( 633 ) $ 6,872 $ ( 2,888 ) $ ( 933 ) $ 2,860

Balance at December 31, 2023 $ 440 $ ( 627 ) $ 6,915 $ ( 2,726 ) $ ( 890 ) $ 3,112

Comprehensive income (loss) — — — 36 ( 37 ) ( 1 )

Comprehensive loss — — — ( 162 ) ( 43 ) ( 205 )

Dividends declared on common stock - $ 0.21 per share

1 unchanged sentence

Equity compensation, net of tax 2 ( 6 ) 47 — — 43

Balance at June 30, 2024 $ 441 $ ( 631 ) $ 6,887 $ ( 2,690 ) $ ( 927 ) $ 3,080

Balance at September 30, 2024 $ 442 $ ( 633 ) $ 6,872 $ ( 2,888 ) $ ( 933 ) $ 2,860

See Notes to Condensed Consolidated Financial Statements (Unaudited).

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The Company has three operating segments:

Home and Commercial Solutions, Learning and Development and Outdoor and Recreation.

Home and Commercial Solutions (“H&CS”), Learning and Development (“L&D”) and Outdoor and Recreation (“O&R”).

Basis of Presentation

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In addition, some of the other inherent estimates and assumptions used in the Company’s forecasted results of operations and cash flows that form the basis of the determination of the fair value of the reporting units for goodwill and indefinite-lived intangible asset impairment testing are outside the control of management, including interest rates, cost of capital, tax rates, tariffs, industry growth, credit ratings, foreign exchange rates and labor inflation.

The next goodwill and indefinite-lived tradenames annual test and review for impairment is during the fourth quarter (on December 1).

Although management has made its best estimates and assumptions based upon current information, actual results could materially differ given the uncertainty of these factors and may require future changes to such estimates and assumptions, including reserves, which may result in future expense or impairment charges.

In addition, the Company has experienced a significant decline in its market capitalization as a result of a decrease in its stock price, resulting in the Company’s market capitalization being less than its consolidated stockholders’ equity.

If there are further declines in the Company’s stock price, macroeconomic conditions, or industry and market conditions that may impact the current and forecasted financial performance of each reporting unit, the Company may need to record a non-cash impairment charge, which could be material, in a future period.

Seasonal Variations

Sales of the Company’s products tend to be seasonal, with sales, operating income and operating cash flow in the first quarter generally lower than any other quarter during the year, driven principally by reduced volume and the mix of products sold in the first quarter.

first quarter.

The seasonality of the Company’s sales volume combined with the accounting for fixed costs, such as depreciation, amortization, rent, personnel costs and interest expense, impacts the Company’s results on a quarterly basis.

1 unchanged sentence

In addition, uncertainty still remains over the volatility and direction of future consumer and customer demand patterns, as well as inflationary pressures inclusive of the impact of tariffs.

Accordingly, the Company’s results of operations and cash flows for the three and six months ended June 30, 2025 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2025.

Accordingly, the Company’s results of operations and cash flows for the three and nine months ended September 30, 2025 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2025.

Recent Accounting Pronouncements

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The Company considers the applicability and impact of recently issued and proposed ASUs.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” The standard requires all entities subject to income taxes to disclose disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The new requirement is effective for annual periods beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

In September 2025, the FASB issued ASU No.

2025-06, “ Intangibles—Goodwill and Other—Internal-Use Software .” This ASU establishes targeted enhancements to Subtopic 350-40 improving the operability of the recognition guidance considering different methods of software development.

The update is effective for annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company does not expect the adoption of ASU 2023-09 to have a material impact on the consolidated financial statements.

Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606).” The amendments in the ASU exclude from derivative accounting non-exchange-traded contracts with underlying components that are based on operations or activities specific to one of the parties to the contract.

This update is effective for annual reporting periods beginning after December 15, 2026.

Early adoption is permitted.

Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .” This ASU requires that each interim and annual reporting period, an entity disclose more information about the components of certain expense captions that is currently disclosed in the financial statements.

2024-03, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .” This ASU requires that each interim and annual reporting period, an entity disclose more information about the components of certain expense captions that are currently disclosed in the financial statements.

This update is effective for annual reporting periods beginning after December 15, 2026.

1 unchanged sentence

Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

The new requirement is effective for annual periods beginning after December 15, 2024.

The guidance may be applied on a prospective or retrospective basis.

Early adoption is permitted.

The Company expects to apply the prospective method and has not elected to early adopt the standard.

The Company does not expect the adoption of ASU 2023-09 to have a material impact on the consolidated financial statements.

Sales of Accounts Receivable

The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the “Customer Receivables Purchase Agreement”) up to $ 700 million, of eligible accounts receivable.

During the six months ended June 30, 2025 and 2024, the Company factored receivables pursuant to the Customer Receivables Purchase Agreement.

During the nine months ended September 30, 2025 and 2024, the Company factored receivables pursuant to the Customer Receivables Purchase Agreement.

The following table sets forth proceeds received and amount collected from customers and remitted to the financial institution (in millions):

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Collected from customers and remitted to financial institution 870 887 2,030 2,217

Outstanding receivables sold under the Customer Receivables Purchase Agreement at June 30, 2025 and December 31, 2024 were approximately $ 440 million and $ 270 million, respectively.

In addition, the Company, through a wholly-owned special purpose entity (“SPE”), has a three-year factoring agreement with a financial institution to sell certain customer receivables up to $ 225 million, between February and April of each year, and up to $ 275 million at all other times, of eligible accounts receivable without recourse on a revolving basis (the “Receivables Facility”).

Outstanding receivables sold under the Customer Receivables Purchase Agreement at September 30, 2025 and December 31, 2024 were approximately $ 350 million and $ 270 million, respectively.

$ 275 million at all other times, of eligible accounts receivable without recourse on a revolving basis (the “Receivables Facility”).

Under the Receivables Facility, certain of the Company’s subsidiaries continuously sell their accounts receivables, originated in the U.S., to the SPE, which then sells the receivables to the financial institution.

4 unchanged sentences

The fair value of these servicing arrangements as well as the fees earned was immaterial.

During the six months ended June 30, 2025 and 2024, the Company factored receivables pursuant to the Receivables Facility.

During the nine months ended September 30, 2025 and 2024, the Company factored receivables pursuant to the Receivables Facility.

The following table sets forth proceeds received and amount collected from customers and remitted to the financial institution (in millions):

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Collected from customers and remitted to financial institution 315 340 864 852

Outstanding receivables sold under the Receivables Facility at June 30, 2025 and December 31, 2024 were approximately $ 145 million for each period.

Outstanding receivables sold under the Receivables Facility at September 30, 2025 and December 31, 2024 were approximately $ 135 million and $ 145 million, respectively.

Generally, for a receivable to be eligible under either program, the Company must have fulfilled its performance obligations and be contractually entitled to payment for such, based on a valid receivable that is not past due at the time of factoring the underlying receivable.

1 unchanged sentence

The Company classifies the proceeds received from the sales of accounts receivable to the financial institutions as an operating cash flow and collections of accounts receivables not yet remitted to the financial institutions as financing cash flow in the Condensed Consolidated Statements of Cash Flows, and such collections are classified as restricted cash (included in prepaid expenses and other current assets) on the Company’s Condensed Consolidated Balance Sheets.

Restricted cash related to both programs was $ 23 million and $ 21 million at June 30, 2025 and December 31, 2024, respectively.

The Company records the discounts as other expense, net in the Condensed Consolidated Statements of Operations.

Restricted cash related to both programs was $ 40 million and $ 21 million at September 30, 2025 and December 31, 2024, respectively.

The Company records the discounts as other (income) expense, net in the Condensed Consolidated Statements of Operations.

Supplier Finance Program Obligations

7 unchanged sentences

Supplier payment terms for those participating in the SFP averaged approximately 122 days.

The following table sets forth the outstanding payment obligations due to the third-party vendor and activities related to the suppliers who participated in the SFP:

The following table sets forth the outstanding payment obligations due to the third-party vendor and activities related to the suppliers who participated in the SFP (in millions):

Balance at December 31, 2024

1 unchanged sentence

Invoices paid to the third-party vendor ( 59 )

Balance at June 30, 2025

Balance at September 30, 2025

Sale of Equity Interest in a Joint Venture

In August 2025, the Company sold its equity interest in a joint venture for approximately $ 22 million, subject to customary working capital and other post-closing adjustments, and recorded a pretax gain of approximately $ 12 million, which was included in other (income) expense, net in the Condensed Consolidated Statements of Operations.

Fair Value Measurements

2 unchanged sentences

For publicly traded investment securities, including mutual funds, fair value is determined on the basis of quoted market prices and, accordingly, such investments are classified as Level 1 of the fair value hierarchy.

The fair value of such investments was not material at June 30, 2025 and December 31, 2024.

The fair value of such investments was not material at September 30, 2025 and December 31, 2024.

The fair values of the Company’s long-term debt and derivative instruments are disclosed in Footnote 8 and Footnote 9 , respectively.

2 unchanged sentences

Footnote 2 — Accumulated Other Comprehensive Income (Loss)

The following table displays the changes in Accumulated Other Comprehensive Income (Loss) (“AOCL”) by component, net of tax, for the six months ended June 30, 2025 (in millions):

The following table displays the changes in Accumulated Other Comprehensive Income (Loss) (“AOCL”) by component, net of tax, for the nine months ended September 30, 2025 (in millions):

Adjustment Pension and

5 unchanged sentences

Amounts reclassified to earnings (2)

— — ( 1 ) ( 1 )

Net current period other comprehensive income (loss) ( 17 ) 2 ( 12 ) ( 27 )

Balance at June 30, 2025 $ ( 785 ) $ ( 211 ) $ ( 18 ) $ ( 1,014 )

Balance at September 30, 2025 $ ( 784 ) $ ( 210 ) $ ( 14 ) $ ( 1,008 )

(1) Includes income tax provision (benefit) allocated to AOCL as follows $( 68 ) million, $( 3 ) million, $( 4 ) million and $( 75 ) million, respectively.

(2) Income tax provision (benefit) for both the three and six months ended June 30, 2025 and 2024 were not material.

Pension and postretirement costs presented are primarily classified in other expense, net within the Condensed Consolidated Statements of Operations.

(2) Income tax provision (benefit) for both the three and nine months ended September 30, 2025 and 2024 were not material.

Pension and postretirement costs presented are primarily classified in other (income) expense, net within the Condensed Consolidated Statements of Operations.

Refer to Footnote 9 for the statements of operations classifications of the Company’s various types of derivative financial instruments.

Reclassifications from AOCL to the results of operations on a before and after-tax basis for the for the three and six months ended June 30, 2025 and 2024 were not material for any of the periods presented.

Reclassifications from AOCL to the results of operations on a before and after-tax basis for the for the three and nine months ended September 30, 2025 and 2024 were not material for any of the periods presented.

Footnote 3 — Restructuring

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The remaining actions, subject to applicable local law and consultation requirements, are expected to be implemented by the end of fiscal year 2025.

Restructuring and restructuring-related charges associated with these actions are estimated to be in the range of $ 75 million to $ 90 million, mainly for severance payments and other termination benefits, office space reduction and consolidation and other expenses.

Restructuring and restructuring-related charges associated with

these actions are estimated to be in the range of $ 75 million to $ 90 million, mainly for severance payments and other termination benefits, office space reduction and consolidation and other expenses.

In connection with the Realignment Plan, the Company recorded restructuring and restructuring-related costs for the periods indicated as follows (in millions):

Three Months Ended

June 30, Six Months Ended

June 30, Incurred since inception

September 30, Nine Months Ended

September 30, Incurred since inception

2025 2024 2025 2024

4 unchanged sentences

The Company also incurs other restructuring and restructuring-related costs in connection with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

Restructuring-related costs are recorded in cost of

products sold, selling, general and administrative expenses (“SG&A”) and impairment of other assets in the Condensed Consolidated Statements of Operations based on the nature of the underlying charges incurred.

The Company recorded restructuring costs, net and restructuring-related costs in connection with various discrete initiatives as well as previously announced but substantially completed restructuring activities for the periods indicated as follows:

Restructuring-related costs are recorded in cost of products sold, selling, general and administrative expenses (“SG&A”) and impairment of other assets in the Condensed Consolidated Statements of Operations based on the nature of the underlying charges incurred.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

$ 5 $ 4 $ 22 $ 40

Accrued restructuring costs related to all restructuring activities for the six months ended June 30, 2025 were as follows (in millions):

Accrued restructuring costs related to all restructuring activities for the nine months ended September 30, 2025 were as follows (in millions):

Balance at December 31, 2024 $ 12

1 unchanged sentence

Payments ( 24 )

Balance at June 30, 2025 $ 10

Balance at September 30, 2025 $ 10

Footnote 4 — Inventories

Inventories are comprised of the following (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw materials and supplies $ 176 $ 183

4 unchanged sentences

Property, plant and equipment, net, is comprised of the following (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Land $ 67 $ 65

3 unchanged sentences

$ 1,211 $ 1,157

Depreciation expense was $ 47 million and $ 44 million for the three months ended June 30, 2025 and 2024, respectively and $ 90 million and $ 95 million for the six months ended June 30, 2025 and 2024, respectively.

Depreciation expense was $ 47 million in both the three months ended September 30, 2025 and 2024 and $ 137 million and $ 142 million for the nine months ended September 30, 2025 and 2024, respectively.

Footnote 6 — Goodwill and Other Intangible Assets, Net

Goodwill activity for the six months ended June 30, 2025 is as follows (in millions):

June 30, 2025

Goodwill activity for the nine months ended September 30, 2025 is as follows (in millions):

September 30, 2025

Segments Net Book Value at December 31, 2024

5 unchanged sentences

Other intangible assets, net, are comprised of the following (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accumulated Amortization

4 unchanged sentences

$ 3,138 $ ( 1,139 ) $ 1,999 $ 3,061 $ ( 1,053 ) $ 2,008

Amortization expense for intangible assets was $ 32 million and $ 35 million for the three months ended June 30, 2025 and 2024, respectively and $ 64 million and $ 69 million for the six months ended June 30, 2025 and 2024, respectively.

Amortization expense for intangible assets was $ 30 million and $ 34 million for the three months ended September 30, 2025 and 2024, respectively and $ 94 million and $ 103 million for the nine months ended September 30, 2025 and 2024, respectively.

During the third quarter of 2024, the Company concluded that triggering events had occurred for indefinite-lived tradenames in the H&CS and L&D segments, as a result of downward revisions of forecasted cash flows primarily due to lower volume and profitability expectations.

The Company performed quantitative impairment tests and determined that certain indefinite-lived tradenames in the H&CS and L&D segments were impaired.

During the third quarter of 2024, the Company recorded non-cash impairment charges of $ 190 million and $ 70 million for certain indefinite-lived tradenames in the H&CS and L&D segments, respectively, as the carrying values exceeded their fair values.

Footnote 7 — Other Accrued Liabilities

Other accrued liabilities are comprised of the following (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Customer accruals $ 640 $ 601

5 unchanged sentences

Debt is comprised of the following at the dates indicated (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

3.900 % senior notes due 2025 (1)

11 unchanged sentences

Long-term debt $ 4,540 $ 4,508

(1) Included in short-term debt and current portion of long-term debt at June 30, 2025 and December 31, 2024.

(1) Included in short-term debt and current portion of long-term debt at September 30, 2025 and December 31, 2024.

In May 2025, in an offering exempt from the registration requirements of the Securities Act of 1933 and all state securities laws, the Company completed the offering and sale of $ 1.25 billion of 8.500 % senior notes due 2028 (the “2028 Notes”) and received proceeds of approximately $ 1.23 billion, net of fees and expenses paid.

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Bank Trust Company, National Association (the “Indenture”).

The Indenture provides, among other things that the 2028 Notes are the senior unsecured obligations of the Company and includes covenants that limit the ability of the Company and its subsidiaries to incur or guarantee additional debt, create or permit certain liens, redeem or repurchase certain debt, consummate certain assets sales, make certain loans and investments, consolidate, merge or sell all or substantially all of the Company and its subsidiaries assets, enter into certain transactions with affiliates and pay distributions on, or redeem or repurchase the Company’s capital stock, subject in each case to certain qualifications and exceptions, including the termination of certain of these covenants upon the 2028 Notes receiving investment grade credit ratings.

exceptions, including the termination of certain of these covenants upon the 2028 Notes receiving investment grade credit ratings.

The Company used the proceeds of the offering to fully redeem its outstanding 4.200 % senior notes due 2026 (the “2026 Notes”).

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Other than outstanding borrowings under the Credit Revolver, availability under the Credit Revolver is subject to change in accordance with the terms of the agreement, including in response to changes in the Company’s pledged collateral value or outstanding letters of credit under the Credit Revolver.

At June 30, 2025, there was $ 989 million of availability under the Credit Revolver, based on the value of the pledged collateral and prior to giving effect to outstanding borrowings and letters of credit.

At September 30, 2025, there was $ 932 million of availability under the Credit Revolver, based on the value of the pledged collateral and prior to giving effect to outstanding borrowings and letters of credit.

The Credit Revolver provides for the issuance of up to $ 150 million of letters of credit, so long as there is sufficient availability for borrowing under the Credit Revolver.

At June 30, 2025, the Company had approximately $ 35 million of outstanding standby letters of credit issued against the Credit Revolver and $ 495 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $ 459 million.

At September 30, 2025, the Company had approximately $ 35 million of outstanding standby letters of credit issued against the Credit Revolver and $ 190 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $ 707 million.

During the second quarter of 2025, Moody’s Corporation (“Moody’s”) and S&P Global Inc.

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

The fair value of the Company’s senior notes are based upon prices of similar instruments in the marketplace and are as follows (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Fair Value Book Value Fair Value Book Value

11 unchanged sentences

The settlement of interest rate swaps is included in interest expense, net in the Condensed Consolidated Statements of Operations.

At June 30, 2025, the Company had approximately $ 1.00 billion notional amount of interest rate swaps due September 2027 and September 2029 that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread.

At September 30, 2025, the Company had approximately $ 1.00 billion notional amount of interest rate swaps due September 2027 and September 2029 that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread.

These floating rate swaps are designated as fair value hedges against the principal of the 6.375 % senior notes due 2027 and the 6.625 % senior notes due 2029 for the remaining life of the notes.

6 unchanged sentences

The Company has elected the spot method for assessing the effectiveness of these contracts.

During the three months ended June 30, 2025 and 2024, the Company recognized income of $ 8 million and $ 9 million, respectively and income of $ 17 million and $ 18 million, for the six months ended June 30, 2025 and 2024, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

During the three months ended September 30, 2025 and 2024, the Company recognized income of $ 9 million each period, and the Company recognized income of $ 26 million in each of the nine months ended September 30, 2025 and 2024, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales with maturity dates through June 2026.

The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges.

The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption (net sales and cost of products sold) in the Company’s Condensed Consolidated Statement of Operations as the underlying hedged item.

At June 30, 2025, the Company had approximately $ 249 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

At September 30, 2025, the Company had approximately $ 228 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

The Company also uses foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency exposure of certain other foreign currency transactions.

At June 30, 2025, the Company had approximately $ 857 million notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through June 2026.

Fair market value gains or losses are included in the results of operations and are classified in other expense, net in the Company’s Condensed Consolidated Statement of Operations.

At September 30, 2025, the Company had approximately $ 1.03 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through September 2026.

Fair market value gains or losses are included in the results of operations and are classified in other (income) expense, net in the Company’s Condensed Consolidated Statement of Operations.

Fair Value Measurements of Derivative Instruments

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Accordingly, the Company’s derivative instruments are classified as Level 2 of the fair value hierarchy.

At June 30, 2025 and December 31, 2024, the fair value of the Company’s derivative financial instruments designated as effective hedges were not material by type of instrument, with the exception of cross-currency swaps included in other noncurrent liabilities.

At June 30, 2025, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other accrued liabilities, and other noncurrent liabilities of $ 23 million, $ 17 million and $ 287 million (including cross-currency swaps of $ 284 million),

respectively.

At September 30, 2025 and December 31, 2024, the fair value of the Company’s derivative financial instruments designated as effective hedges were not material by type of instrument, with the exception of cross-currency swaps included in other noncurrent liabilities.

At September 30, 2025, the fair

value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other accrued liabilities, and other noncurrent liabilities of $ 21 million, $ 9 million and $ 271 million (including cross-currency swaps of $ 269 million), respectively.

At December 31, 2024, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other assets, other accrued liabilities, and other noncurrent liabilities of $ 39 million, $ 38 million, $ 8 million, and $ 64 million (including cross-currency swaps of $ 41 million), respectively.

The fair value of the Company’s derivative financial instruments not designated as effective hedges were not material at June 30, 2025 and December 31, 2024.

The fair value of the Company’s derivative financial instruments not designated as effective hedges were not material at September 30, 2025 and December 31, 2024.

The gain or loss activity related to the Company’s interest rate swaps and foreign currency contract derivative financial instruments, designated or previously designated as effective hedges, recognized in other comprehensive income (effective portion) were not material to any of the periods presented, except for its cross-currency swaps.

The Company recognized loss of $ 201 million and gain of $ 18 million related to the Company’s cross-currency swaps, designated or previously designated as effective hedges, for the three months ended June 30, 2025 and 2024, respectively and loss of $ 289 million and gain of $ 66 million for the six months ended June 30, 2025 and 2024, respectively.

The Company recognized gain of $ 14 million and loss of $ 88 million related to the Company’s cross-currency swaps, designated or previously designated as effective hedges, for the three months ended September 30, 2025 and 2024, respectively and loss of $ 275 million and $ 22 million for the nine months ended September 30, 2025 and 2024, respectively.

The amount reclassified from AOCL to income has been presented in Footnote 2 .

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Gains and losses on these derivatives are mostly offset by foreign currency movement in the underlying exposure.

At June 30, 2025, net deferred losses to be reclassified to earnings over the next twelve months are not expected to be material.

At September 30, 2025, net deferred losses to be reclassified to earnings over the next twelve months are not expected to be material.

Footnote 10 — Income Taxes

The Company’s effective income tax rates for the three months ended June 30, 2025 and 2024 were provision of 35.2 % and 46.4 %, respectively, and a provision of 43.8 % and benefit of 50.0 % for the six months ended June 30, 2025 and 2024, respectively, due to a decrease in the forecasted tax rate for 2025 that was primarily driven by improved forecasted pretax book income and less discrete tax benefits year over year.

The Company’s effective income tax rates for the three months ended September 30, 2025 and 2024 were provision of 50.0 % and benefit of 3.4 %, respectively, and a provision of 48.3 % and benefit of 10.5 % for the nine months ended September 30, 2025 and 2024, respectively, due primarily to a decrease in discrete tax benefits year over year for both three- and nine-month periods.

The differences between the U.S.

federal statutory income tax rate of 21.0 % and the Company’s effective income tax rate for the three and six months ended June 30, 2025 and 2024 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S.

federal statutory income tax rate of 21.0 % and the Company’s effective income tax rate for the three and nine months ended September 30, 2025 and 2024 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S.

based on foreign earnings.

For the period ended June 30, 2025 these items increased the tax rates less than the prior period due to the higher forecasted pretax book income for 2025.

In periods where forecasted pretax income is relatively low, as in 2024, the proportional impact of these items on the effective rate may be significant.

The three and six months ended June 30, 2024 were impacted by certain discrete items.

Income tax expense for the three months ended June 30, 2024 included a discrete benefit of $ 64 million associated with a reduction in liabilities for unrecognized tax benefits, as the tax authorities’ examination of its U.S.

tax returns for the years 2011 to 2015 and its Brazil tax returns for the years 2015 to 2017 have been completed, offset by $ 7 million of additional tax related to withholding taxes associated with certain previously taxed earnings that are no longer indefinitely reinvested.

The six months ended June 30, 2024 also included certain discrete items totaling $ 4 million of additional income tax expense.

For the period ended September 30, 2025, these items increased the tax rates more than the prior period due to the lower forecasted pretax book income for 2025.

In periods where forecasted pretax income is relatively low, the proportional impact of these items on the effective rate may be significant.

The three and nine months ended September 30, 2025 were impacted by certain discrete items.

Income tax expense for the three months ended September 30, 2025 included discrete benefits of $ 16 million due to the finalization of tax returns in various jurisdictions, primarily the U.S.

and Switzerland, offset by discrete expense of $ 5 million due to the revaluation of deferred tax assets for a statutory rate change in Germany and $ 5 million of tax expense related to the disposition of the Company’s equity interest in a joint venture.

The nine months ended September 30, 2025 also included certain discrete items totaling $ 2 million of additional income tax benefit.

The three and nine months ended September 30, 2024 were impacted by certain discrete items.

Income tax benefit for the three months ended September 30, 2024 included discrete benefits of $ 44 million associated with non-cash impairment charges offset by $ 3 million of additional income tax expense.

The nine months ended September 30, 2024 also included certain discrete items including a benefit of $ 64 million associated with a reduction in liabilities for unrecognized tax benefits, as a result of the tax authorities’ examination of its U.S.

tax returns for the years 2011 to 2015 and its Brazil tax returns for the years 2015 to 2017, offset by $ 8 million of interest expense associated with uncertain tax liabilities, $ 7 million of additional tax related to withholding taxes associated with certain previously taxed earnings that are no longer indefinitely reinvested and $ 3 million of additional income tax expense.

In June 2025, the Company filed its amended 2019 U.S.

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This resulted in an increase in income tax expense of $ 3 million and an aggregate increase in noncurrent income taxes receivable of $ 10 million, and an increase in deferred tax liabilities of approximately $ 13 million.

In April 2025, the Company paid $ 31 million of tax for the one-time toll charge incurred in 2017 related to the Tax Credits and Jobs Act.

Due to the Internal Revenue Service (“IRS”) having not yet processed the amended 2017 return, which the Company filed during the year ended December 31, 2022, this resulted in an increase to the Company’s noncurrent income tax receivable.

In April 2025, the Company paid $ 31 million of tax for the one-time toll charge incurred in 2017 related to the Tax Credits and Jobs Act, due to the Internal Revenue Service (“IRS”) having not yet processed the amended 2017 return, which the Company filed during the year ended December 31, 2022.

This resulted in an increase to the Company’s noncurrent income tax receivable.

In March 2025, the Company finalized its amended 2023 U.S.

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The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including modifications to the international tax framework, and allows immediate expensing of domestic research and development costs and changes limitations related to the expensing of business interest expense.

Management is currently evaluating the effects the OBBBA will have on its consolidated financial statements.

Based on the Company’s current analysis of the OBBBA, management does not expect these tax law changes to have a material impact on the Company’s consolidated financial statements.

However, management will continue to evaluate the effects the OBBBA will have on its consolidated financial statements.

On July 19, 2024, the Company filed a petition in the U.S.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Diluted weighted average shares outstanding 423.5 416.0 422.4 415.3

At June 30, 2025, there were no potentially dilutive share awards with performance-based targets that were not met.

At June 30, 2024, there were 0.7 million dilutive share awards with performance-based targets that were not met and as such, were excluded from the computation of diluted earnings per share.

(1) The three and nine months ended September 30, 2024 excludes 2.5 million and 2.8 million, respectively, of potentially dilutive share-based awards as their effect would be anti-dilutive.

At September 30, 2025, there were no potentially dilutive share awards with performance-based targets that were not met.

At September 30, 2024, there were 0.7 million potentially dilutive share awards with performance-based targets that were not met and as such, were excluded from the computation of diluted earnings per share.

Footnote 12 — Share-Based Compensation

During the six months ended June 30, 2025, primarily in connection with its annual grant, the Company granted 2.0 million performance-based restricted stock units (“RSUs”), with an aggregate grant date fair value of $ 14 million.

During the nine months ended September 30, 2025, primarily in connection with its annual grant, the Company granted 2.0 million performance-based restricted stock units (“RSUs”), with an aggregate grant date fair value of $ 14 million.

These performance-based RSUs entitle the recipients to shares of the Company’s common stock and vest primarily at the end of a three -year period, subject to continued employment.

The actual number of shares that will ultimately be paid upon vesting is dependent on the level of achievement of the specified performance conditions.

During the six months ended June 30, 2025, primarily in connection with its annual grant, the Company also granted 6.3 million time-based RSUs with an aggregate grant date fair value of $ 44 million.

During the nine months ended September 30, 2025, primarily in connection with its annual grant, the Company also granted 6.4 million time-based RSUs with an aggregate grant date fair value of $ 45 million.

These time-based RSUs entitle recipients to shares of the Company’s common stock and primarily vest in annual installments over a three-year period, subject to continued employment.

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The Company’s results by segment are as follows (in millions):

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation

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Corporate expenses (3)

Operating income $ 171 $ 163

Operating income (loss) $ 119 $ ( 121 )

Interest expense, net 83 75

Loss on extinguishment and modification of debt 13 —

Other expense, net 5 1

Income before income taxes $ 71 $ 84

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Other income (expense), net ( 6 ) 9

Income (loss) before income taxes $ 42 $ ( 205 )

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation

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Other expense, net 3 15

Income before income taxes $ 16 $ 24

Income (loss) before income taxes $ 58 $ ( 181 )

(1) All intercompany transactions have been eliminated.

(2) Other segment costs primarily include segment restructuring costs, net (see Footnotes 3 for further information).

(2) Other segment costs primarily include segment restructuring costs, net and impairment of acquired intangible assets (see Footnotes 3 and 6, respectively, for further information).

(3) Corporate expenses primarily include costs of operating as a public company, including retained costs of center-led corporate functions, corporate restructuring and restructuring-related costs (see Footnote 3 for further information) and impairment of other assets.

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Depreciation and amortization by segment are as follows (in millions):

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

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Capital expenditures by segment are as follows (in millions):

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

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Assets by segment are as follows at (in millions):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Home and Commercial Solutions $ 4,183 $ 4,110

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The following table disaggregates net sales (1) by major product grouping for the periods indicated (in millions):

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

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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The following table disaggregates net sales (1) by geography (2) for the periods indicated (in millions):

Three Months Ended June 30,

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

America International TOTAL North

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$ 1,209 $ 597 $ 1,806 $ 1,319 $ 628 $ 1,947

Six Months Ended June 30,

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

America International TOTAL North

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Some of the legal proceedings include claims for punitive as well as compensatory damages.

In the ordinary course of business, the Company is also subject to legislative requests, regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings.

In the ordinary course of business, the Company is also subject to

legislative requests, regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings.

In connection with such formal and informal inquiries, the Company receives numerous requests, subpoenas, and orders for documents, testimony and information in connection with various aspects of its activities.

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and the extent to which the Company’s and other parties’ status as PRPs is disputed.

The Company’s estimate of environmental remediation costs associated with these matters at June 30, 2025 was $ 36 million which is included in other accrued liabilities and other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

The Company’s estimate of environmental remediation costs associated with these matters at September 30, 2025 was $ 33 million which is included in other accrued liabilities and other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

No insurance recovery was taken into account in determining the Company’s cost estimates or reserves, nor do the Company’s cost estimates or reserves reflect any discounting for present value purposes, except with respect to certain long-term operations and maintenance CERCLA matters.

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Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.

French Door Countertop Ovens Recall

On September 25, 2025, the Company announced a recall in the U.S.

and Canada of certain of its Oster French Door Countertop Ovens in the H&CS segment.

The Company determined that the recalled product may present users with a potential safety concern, as the doors could unexpectedly close and pose a burn hazard to users, and the recall offers a repair kit to address the hazard.

During the quarter ended September 30, 2025, the Company recorded a reserve of $ 6 million relating to this recall representing its best estimate of risk of loss.

Other Matters

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Although the Company cannot predict the ultimate outcome of other proceedings with certainty, it believes that the ultimate resolution of the Company’s proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect on the Company’s Condensed Consolidated Financial Statements, except as otherwise described in this Footnote 14 .

At June 30, 2025, the Company had approximately $ 49 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

At September 30, 2025, the Company had approximately $ 49 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

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