NEWELL BRANDS INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Newell Brands Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Newell Brands Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and the financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are 40 material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment Assessments – Commercial and Baby Reporting Units Goodwill and Certain Indefinite-Lived Tradenames As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill and indefinite-lived tradenames balances were $3.1 billion and $553 million, respectively, as of December 31, 2025. Goodwill and indefinite-lived tradenames are tested and reviewed for impairment annually on December 1, or more frequently if facts and circumstances warrant. Management performed quantitative assessments for the Commercial and Baby reporting units and certain indefinite-lived tradenames. At the impairment assessment date of December 1, 2025, the goodwill associated with the Commercial and Baby reporting units was $747 million and $415 million, respectively; and certain indefinite-lived tradenames were $567 million and $203 million in the Home and Commercial Solutions and Learning and Development segments, respectively. In performing the quantitative assessments, management estimated the fair value of each reporting unit using the income approach, specifically the discounted cash flow method. Management also performed quantitative assessments for certain indefinite-lived tradenames, where fair value was determined using the relief from royalty or the excess earnings method depending on the individual tradename. Management’s impairment assessments require significant use of judgment and assumptions such as (i) the identification of reporting units, assignment of assets and liabilities to reporting units, and the estimation of future cash flows (including net sales, gross profit, and operating expenses), terminal values, discount rates, and total enterprise value for reporting units, (ii) the estimation of future cash flows, royalty rates, terminal values, and discount rates under the relief from royalty method for certain indefinite-lived tradenames, and (iii) the estimation of future cash flows, terminal values, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived tradenames. As a result of the assessments, no impairment charges were recorded related to goodwill for the Commercial and Baby reporting units, and non-cash impairment charges of $290 million and $50 million were recorded for certain indefinite-lived tradenames in the Home and Commercial Solutions and Learning and Development segments. The principal considerations for our determination that performing procedures relating to the impairment assessments of goodwill for the Commercial and Baby reporting units and for certain indefinite-lived tradenames is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Commercial and Baby reporting units and certain indefinite-lived tradenames; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) the estimation of future cash flows (including net sales, gross profit, and operating expenses), terminal values, and discount rates for the Commercial and Baby reporting units, (b) the estimation of future cash flows, royalty rates, terminal values, and discount rates under the relief from royalty method for certain indefinite-lived tradenames, and (c) the estimation of future cash flows, terminal values, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived tradenames; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessments of goodwill and indefinite-lived tradenames, including controls over the valuation of the Company’s Commercial and Baby reporting units and certain indefinite-lived tradenames. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the Commercial and Baby reporting units and certain indefinite-lived tradenames; (ii) evaluating the appropriateness of the discounted cash flow, relief from royalty, and excess earnings methods used by management; (iii) testing the completeness and accuracy of underlying data used in the valuation methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to (a) the estimation of future cash flows (including net sales, gross profit, and operating expenses), terminal values, and discount rates for the Commercial and Baby reporting units, (b) the estimation of future cash flows, royalty rates, terminal values, and discount rates under the relief from royalty method for certain indefinite-lived tradenames, and (c) the estimation of future cash flows, terminal values, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived tradenames. Evaluating management’s assumptions related to the estimation of future cash flows (including net sales, gross profit, and operating expenses) for the Commercial and Baby reporting units and the estimation of future cash flows for certain indefinite-lived tradenames involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Commercial and Baby reporting units and indefinite-lived tradenames; (ii) the consistency with external and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the valuation methods and (ii) the reasonableness of the discount rate assumption for the Commercial and Baby reporting units, and the discount rate, royalty rate, and contributory asset charges assumptions for certain indefinite-lived tradenames. /s/ PricewaterhouseCoopers LLP Atlanta, Georgia February 13, 2026 We have served as the Company’s auditor since 2016. 41 NEWELL BRANDS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Amounts in millions, except per share data) Year Ended December 31, 2025 2024 2023 Net sales $ 7,204 $ 7,582 $ 8,133 Cost of products sold 4,772 5,034 5,780 Gross profit 2,432 2,548 2,353 Selling, general and administrative expense 1,985 2,083 2,001 Restructuring costs, net 62 45 95 Impairment of goodwill, intangibles and other assets 346 353 342 Operating income (loss) 39 67 ( 85 ) Non-operating expenses: Interest expense, net 321 295 283 Loss on extinguishment and modification of debt 13 14 — Other expense, net 6 18 175 Loss before income taxes ( 301 ) ( 260 ) ( 543 ) Income tax benefit ( 16 ) ( 44 ) ( 155 ) Net loss $ ( 285 ) $ ( 216 ) $ ( 388 ) Weighted average common shares outstanding: Basic 418.2 415.5 414.1 Diluted 418.2 415.5 414.1 Loss per share: Basic $ ( 0.68 ) $ ( 0.52 ) $ ( 0.94 ) Diluted $ ( 0.68 ) $ ( 0.52 ) $ ( 0.94 ) COMPREHENSIVE INCOME (LOSS) Net loss $ ( 285 ) $ ( 216 ) $ ( 388 ) Other comprehensive loss, net of tax Foreign currency translation adjustments ( 16 ) ( 99 ) 20 Unrecognized pension and postretirement costs 17 ( 16 ) 113 Derivative financial instruments ( 10 ) 24 ( 12 ) Total other comprehensive income (loss), net of tax ( 9 ) ( 91 ) 121 Total comprehensive loss $ ( 294 ) $ ( 307 ) $ ( 267 ) See Notes to Consolidated Financial Statements. 42 NEWELL BRANDS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in millions, except par values) December 31, 2025 2024 Assets: Cash and cash equivalents $ 203 $ 198 Accounts receivable, net 987 878 Inventories 1,281 1,400 Prepaid expenses and other current assets 237 299 Total current assets 2,708 2,775 Property, plant and equipment, net 1,209 1,157 Operating lease assets 453 466 Goodwill 3,101 3,038 Other intangible assets, net 1,634 2,008 Deferred income taxes 825 806 Other assets 785 754 Total assets $ 10,715 $ 11,004 Liabilities: Accounts payable $ 931 $ 891 Other accrued liabilities 1,464 1,459 Short-term debt and current portion of long-term debt 130 87 Total current liabilities 2,525 2,437 Long-term debt 4,543 4,508 Deferred income taxes 50 178 Operating lease liabilities 433 418 Other noncurrent liabilities 773 712 Total liabilities 8,324 8,253 Commitments and contingencies ( Footnote 17 ) Stockholders’ equity: Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at December 31, 2025 and 2024) — — Common stock ( 800.0 authorized shares, $ 1.00 par value, 447.1 shares and 442.3 shares issued at December 31, 2025 and 2024, respectively) 447 442 Treasury stock, at cost ( 27.9 and 26.2 shares at December 31, 2025 and 2024, respectively) ( 644 ) ( 634 ) Additional paid-in capital 6,805 6,866 Retained deficit ( 3,227 ) ( 2,942 ) Accumulated other comprehensive loss ( 990 ) ( 981 ) Total stockholders’ equity 2,391 2,751 Total liabilities and stockholders’ equity $ 10,715 $ 11,004 See Notes to Consolidated Financial Statements. 43 NEWELL BRANDS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in millions) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 285 ) $ ( 216 ) $ ( 388 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 311 323 334 Impairment of goodwill, intangibles and other assets 346 353 342 (Gain) loss from sale of businesses and investments ( 12 ) 2 ( 1 ) Deferred income taxes ( 66 ) ( 114 ) ( 283 ) Stock based compensation expense 68 74 50 Pension settlement — ( 1 ) 126 Loss on extinguishment and modification of debt 13 14 — Other, net ( 10 ) ( 18 ) ( 33 ) Changes to operating accounts, excluding the effects of divestitures: Accounts receivable ( 53 ) 241 67 Inventories 172 70 673 Accounts payable 10 ( 96 ) ( 50 ) Accrued liabilities and other, net ( 230 ) ( 136 ) 93 Net cash provided by operating activities 264 496 930 Cash flows from investing activities: Capital expenditures ( 247 ) ( 259 ) ( 284 ) Proceeds from sale of divested businesses and investments 22 14 11 Proceeds from settlement of swaps 31 60 43 Other investing activities, net 30 34 31 Net cash used in investing activities ( 164 ) ( 151 ) ( 199 ) Cash flows from financing activities: Proceeds from (payments on) short-term debt, net 90 ( 91 ) ( 488 ) Proceeds from short-term debt with original maturities greater than 90 days — 431 — Payments on short-term debt with original maturities greater than 90 days — ( 431 ) — Payments on current portion of long-term debt ( 1,282 ) ( 701 ) ( 2 ) Net proceeds from issuance of long-term debt 1,235 1,237 — Payments on long-term debt — ( 750 ) — Debt extinguishment and modification costs ( 9 ) ( 14 ) ( 1 ) Cash dividends ( 120 ) ( 118 ) ( 184 ) Equity compensation activity and other, net ( 15 ) ( 14 ) 11 Net cash used in financing activities ( 101 ) ( 451 ) ( 664 ) Exchange rate effect on cash, cash equivalents and restricted cash 2 ( 36 ) ( 9 ) Increase (decrease) in cash, cash equivalents and restricted cash 1 ( 142 ) 58 Cash, cash equivalents and restricted cash at beginning of period 219 361 303 Cash, cash equivalents and restricted cash at end of period $ 220 $ 219 $ 361 Supplemental disclosures: Restricted cash at beginning of period (Footnote 1) $ 21 $ 29 $ 16 Restricted cash at end of period (Footnote 1) 17 21 29 Cash paid for income taxes, net of refunds (Footnote 11) 137 173 103 Cash paid for interest 354 319 298 See Notes to Consolidated Financial Statements. 44 NEWELL BRANDS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in millions) Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance at December 31, 2022 $ 439 $ ( 623 ) $ 7,052 $ ( 2,338 ) $ ( 1,011 ) $ 3,519 Comprehensive income (loss) — — — ( 388 ) 121 ( 267 ) Dividends declared on common stock - $ 0.44 per share — — ( 185 ) — — ( 185 ) Equity compensation, net of tax 1 ( 4 ) 48 — — 45 Balance at December 31, 2023 $ 440 $ ( 627 ) $ 6,915 $ ( 2,726 ) $ ( 890 ) $ 3,112 Comprehensive loss — — — ( 216 ) ( 91 ) ( 307 ) Dividends declared on common stock - $ 0.28 per share — — ( 121 ) — — ( 121 ) Equity compensation, net of tax 2 ( 7 ) 72 — — 67 Balance at December 31, 2024 $ 442 $ ( 634 ) $ 6,866 $ ( 2,942 ) $ ( 981 ) $ 2,751 Comprehensive loss — — — ( 285 ) ( 9 ) ( 294 ) Dividends declared on common stock - $ 0.28 per share — — ( 123 ) — — ( 123 ) Equity compensation, net of tax 5 ( 10 ) 62 — — 57 Balance at December 31, 2025 $ 447 $ ( 644 ) $ 6,805 $ ( 3,227 ) $ ( 990 ) $ 2,391 See Notes to Consolidated Financial Statements. 45 NEWELL BRANDS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Footnote 1 — Basis of Presentation and Significant Accounting Policies Description of Business Newell Brands is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. Newell Brands is focused on delighting consumers by lighting up everyday moments. The Company sells its products in over 150 countries around the world and has operations on the ground in more than 45 of these countries, excluding third-party distributors. The Company has three operating segments: Home and Commercial Solutions (“H&CS”), Learning and Development (“L&D”) and Outdoor and Recreation (“O&R”). Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) and include the consolidated accounts of the Company and its majority-owned subsidiaries after elimination of intercompany transactions and balances. The preparation of these consolidated financial statements requires the use of certain estimates and assumptions by management in determining the Company’s assets, liabilities, sales and expenses, and related disclosures. Significant estimates in these Consolidated Financial Statements include restructuring charges, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, loss contingencies (including legal, environmental and product liability reserves), net realizable value of inventories, estimated contract revenue and related variable consideration, capitalized software costs, income taxes, uncertain tax provisions, tax valuation allowances, and pension and postretirement employee benefit liabilities and expenses. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. Use of Estimates and Risks Management’s application of U.S. GAAP in preparing the Company’s consolidated financial statements requires the pervasive use of estimates and assumptions. The Company continues to be impacted by inflationary pressures, soft global demand, major retailers’ focus on tight control over their inventory levels, fluctuating interest rates and indirect macroeconomic impacts from geopolitical conflicts as well as new tariffs imposed by the current U.S. presidential administration and other countries’ retaliatory actions in response to such tariffs. The Company continues to deploy a mitigation strategy designed to offset the impact of this tariff exposure through a number of actions, including pricing, productivity and in some cases relocation of manufacturing. These collective macroeconomic trends, the duration or severity of which are highly uncertain, are still changing the retail and consumer landscape and continue to negatively impact the Company’s operating results, cash flows and financial condition and are to some degree expected to persist into 2026. As consumers continue to face widespread increases in prices and fluctuating interest rates, their discretionary spending and purchase patterns may continue to be unfavorably impacted. The high level of uncertainty of these factors has resulted in estimates and assumptions that have the potential for more variability and are more subjective. 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. 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 sustained 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. During the fourth quarter of 2025, in conjunction with the Company’s annual impairment testing, the Company recorded an aggregate non-cash impairment charge of $ 340 million for indefinite-lived tradenames in the H&CS and L&D segments as the carrying values exceeded the fair values. 46 Significant Accounting Policies Concentration of Credit Risk The Company’s forward exchange contracts generally do not subject the Company to risk due to foreign exchange rate movement, because gains and losses on these instruments generally offset gains and losses on the assets, liabilities and other transactions being hedged. The Company is exposed to credit-related losses in the event of non-performance by counterparties to certain derivative financial instruments. The Company does not obtain collateral or other security to support derivative financial instruments subject to credit risk, but monitors the credit standing of its counterparties. Revenue Recognition The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied or at a point in time, which generally occurs either on shipment or on delivery based on contractual terms, when control is transferred. The Company’s primary performance obligation is the sale and distribution of its consumer and commercial products to its customers. Revenue is measured as the amount of consideration to which it expects to be entitled in exchange for transferring goods or providing services. Certain customers may receive cash and/or non-cash incentives such as cash discounts, returns, credits or reimbursements related to defective products, customer discounts (such as volume or trade discounts), cooperative advertising and other customer-related programs, which are accounted for as variable consideration. In some cases, the Company applies judgment when estimating variable consideration by evaluating contractual rates and historical payment trends. In addition, the Company participates in various programs and arrangements with customers designed to increase the sale of products by these customers. Among the programs negotiated are arrangements under which allowances are earned by customers for attaining agreed-upon sales levels or for participating in specific marketing programs. Coupon programs are also developed on a customer- and territory-specific basis. Under customer programs and arrangements that require sales incentives to be paid in advance, the Company amortizes the amount paid over the period of benefit or contractual sales volume. When incentives are paid in arrears, the Company accrues the estimated amount to be paid based on the program’s contractual terms, expected customer performance and/or estimated sales volume. These estimates are determined using historical customer experience and other factors, which sometimes require significant judgment. Due to the length of time necessary to obtain relevant data from customers, among other factors, actual amounts paid can differ from these estimates. Sales taxes and other similar taxes are excluded from revenue. The Company has elected to account for shipping and handling activities as a fulfillment cost. The Company also elected not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed. Goodwill and Indefinite-Lived Intangibles Goodwill and indefinite-lived intangibles are tested and reviewed for impairment annually during the fourth quarter (on December 1), or more frequently if facts and circumstances warrant. Goodwill Goodwill is tested for impairment at a reporting unit level, and all of the Company’s goodwill is assigned to its reporting units. Reporting units are determined based upon the Company’s organizational structure in place at the date of the goodwill impairment testing and generally are one level below the operating segment level. The Company’s operations are comprised of six reporting units, within its three primary operating segments. The Company has the option of first analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount. However, the Company may elect to perform a quantitative goodwill impairment test in lieu of the qualitative test. When a qualitative goodwill test is performed, the Company analyzes factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The evaluation of qualitative factors includes an assessment of relevant facts, events, and circumstances including but not limited to: macroeconomic conditions, 47 industry and market conditions, and the current and forecasted financial performance of the reporting unit. If the qualitative test indicates it is more likely than not that the fair value of a reporting unit is less than the carrying amount the Company performs the quantitative test, which measures the amount of the goodwill impairment, if any. In performing a quantitative assessment, the Company estimates the fair value of each reporting unit by using the income approach. The quantitative goodwill impairment test requires significant use of judgment and assumptions, such as the identification of reporting units; assignment of assets and liabilities to reporting units; and estimation of future cash flows (including net sales, gross profit and operating expenses), terminal values, discount rates and total enterprise value. The income approach used is the discounted cash flow methodology and is based on five-year cash flow projections reflecting the Company’s latest projections which included, among other things, the impact of current and projected financial performance of the reporting unit at the time the Company performed its impairment testing. The cash flows projected are analyzed on a debt-free basis (before cash payments to equity and interest-bearing debt investors) in order to develop an enterprise value from operations for the reporting unit. A provision is made, based on these projections, for the value of the reporting unit at the end of the forecast period, or terminal value. The present value of the finite-period cash flows and the terminal value are determined using a selected discount rate. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Indefinite-lived intangibles As part of the Company’s annual indefinite-lived intangible asset impairment testing (primarily tradenames), the Company has the option to first analyze qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The evaluation of qualitative factors includes an assessment of relevant facts, events, and circumstances including but not limited to: macroeconomic conditions, industry and market conditions, and the current and forecasted financial performance. The Company performs a quantitative test when qualitative factors alone are not sufficient to conclude whether it is more likely than not that an indefinite-lived intangible asset is not impaired. If the Company performs a quantitative test, an impairment loss will only be recognized for the amount by which the carrying value of the indefinite-lived intangible asset exceeds its fair value, not to exceed the total carrying value of the asset. The quantitative testing of indefinite-lived intangibles under established guidelines for impairment requires significant use of judgment and assumptions (such as estimation of future cash flows, royalty rates, terminal values and discount rates). An indefinite-lived intangible asset is impaired by the amount by which its carrying value exceeds its estimated fair value. For impairment testing purposes, the fair value of indefinite-lived intangibles is determined using either the relief from royalty method or the excess earnings method. The relief from royalty method estimates the value of a tradename by discounting the hypothetical avoided royalty payments to their present value over the economic life of the asset. The excess earnings method estimates the value of the intangible asset by quantifying the residual (or excess) cash flows generated by the asset and discounts those cash flows to the present. The excess earnings methodology requires the application of contributory asset charges. Contributory asset charges typically include assumed payments for the use of working capital, tangible assets and other intangible assets. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Other Long-Lived Assets The Company continuously evaluates whether impairment indicators related to its property, plant and equipment, operating leases and other long-lived assets are present. These impairment indicators may include a significant decrease in the market price of a long-lived asset or asset group, early termination of an operating lease, a significant adverse change to the extent or manner in which a long-lived asset or asset group is being used or in its physical condition, or a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. If impairment indicators are present, the Company estimates the future cash flows for the asset or group of assets. The sum of the undiscounted future cash flows attributable to the asset or group of assets is compared to their carrying amount. The cash flows are estimated utilizing various assumptions regarding future sales and expenses, working capital and proceeds from asset disposals on a basis consistent with the Company’s forecasts. If the carrying amount exceeds the sum of the undiscounted future cash flows, the Company discounts the future cash flows using a discount rate required for a similar investment of like risk and records an impairment charge as the difference between the fair value and the carrying value of the asset group. The Company performs its testing of the asset group at the reporting unit level, as this 48 is the lowest level for which identifiable cash flows are available, with the exception of the Yankee Candle business, where testing is performed at the retail store level. 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 years ended December 31, 2025, 2024 and 2023, 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 for the years ended December 31, (in millions): 2025 2024 2023 Proceeds received $ 2,895 $ 2,984 $ 3,099 Collected from customers and remitted to financial institution 2,889 2,964 3,285 Outstanding receivables sold under the Customer Receivables Purchase Agreement were approximately $ 270 million at both December 31, 2025 and 2024. 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”). Under the Receivables Facility, certain of the Company’s subsidiaries continuously sell their accounts receivables, originated in the U.S. (but excluding those sold under the Customer Receivables Purchase Agreement described above), to the SPE, which then sells the receivables to the financial institution. The SPE is a variable interest entity for which the Company is considered to be the primary beneficiary. The SPE’s sole business consists of the purchase of receivables from certain subsidiaries of the Company and the subsequent transfer of such receivables to the financial institution. Although the SPE is included in the Company’s consolidated financial statements, it is a separate legal entity with separate creditors. The assets of the SPE are not available to pay creditors of the Company or its subsidiaries. The fair value of these servicing arrangements as well as the fees earned was immaterial. During the years ended December 31, 2025, 2024 and 2023, 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 for the years ended December 31, (in millions): 2025 2024 2023 Proceeds received $ 1,164 $ 1,262 $ 279 Collected from customers and remitted to financial institution 1,190 1,159 226 Outstanding receivables sold under the Receivables Facility at December 31, 2025 and 2024 were approximately $ 125 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. The Company accounts for receivables sold to the financial institutions under both factoring agreements as a sale of financial assets and derecognizes the trade receivables from the Company’s Consolidated Balance Sheets. 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 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 Consolidated Balance Sheets. Restricted cash related to both programs was $ 17 million, $ 21 million and $ 29 million at December 31, 2025, 2024 and 2023, respectively. The Company records the discounts as other expense, net in the Consolidated Statements of Operations. Supplier Finance Program Obligations The Company has an arrangement with a third-party vendor which provides a service for the Company’s suppliers, at their sole discretion, to sell their receivables due from the Company to various financial institutions, who at their sole discretion, contract with the third-party vendor to participate in the supplier finance program (the “SF Program”). 49 The Company and its suppliers agree on contractual terms for the goods and services procured, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the SF Program. The suppliers sell goods or services, as applicable, to the Company and issue the associated invoices to the Company based on the agreed-upon contractual terms. Suppliers that participate in the SF Program, at their sole discretion, determine which invoices, if any, they want to sell to the third-party vendor. The suppliers’ voluntary inclusion of invoices in the SF Program does not change the Company’s existing contractual terms with its suppliers. The Company does not provide any guarantees or collateral under the SF Program, nor does it have any economic interest in a supplier’s decision to participate in the SF Program. Amounts due to suppliers participating in the SF Program are included in accounts payable in the Consolidated Balance Sheets and amounts paid to suppliers participating in the SF Program are classified as operating cash flows in the Consolidated Statements of Cash Flows. During the years ended December 31, 2025 and 2024, supplier payment terms for those participating in the program averaged approximately 120 and 130 days, respectively. 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 SF Program for the years ended December 31, (in millions): 2025 2024 Balance at beginning of period $ 14 $ 96 Invoices participating in the SF Program 76 137 Invoices paid to the third-party vendor ( 79 ) ( 219 ) Balance at end of period $ 11 $ 14 Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and highly liquid investments that have an original maturity of three months or less when purchased. Restricted cash reflects cash received on previously sold customer receivables in connection with the factoring programs that are required to be remitted to a financial institution. Restricted cash is reported as prepaid expenses and other current assets on the Consolidated Balance Sheets. Accounts Receivable, Net Accounts receivable, net, include amounts billed and due from customers. Payment terms vary but generally are 90 days or less. An allowance for expected credit losses is based on the amount ultimately expected to be collected from the customer. The Company evaluates the collectability of accounts receivable based on a combination of factors including the length of time the receivables are past due, historical collection experience, current market conditions and forecasted direction of economic and business environment. Accounts deemed uncollectible are written off, net of expected recoveries. Capitalized Software Costs The Company capitalizes costs associated with internal-use software during the application development stage after both the preliminary project stage has been completed and the Company’s management has authorized and committed to funding for further project development. Capitalized internal-use software costs include: (i) external direct costs of materials and services consumed in developing or obtaining the software; (ii) payroll and payroll-related costs for employees who are directly associated with and who devote time directly to the project; and (iii) interest costs incurred while developing the software. Capitalization of these costs ceases no later than the point at which the project is substantially complete and ready for its intended purpose. The Company expenses as incurred research and development, general and administrative, and indirect costs associated with internal-use software. In addition, the Company expenses as incurred training, maintenance and other internal-use software costs incurred during the post-implementation stage. Costs associated with upgrades and enhancements of internal-use software are capitalized only if such modifications result in additional functionality of the software. The Company amortizes internal-use software costs using the straight-line method over the estimated useful life of the software. Capitalized software costs are evaluated annually for indicators of impairment, including but not limited to a significant change in available technology or the manner in which the software is being used. Impaired items are written down to their estimated fair values. Capitalized software is included in other intangible assets, net in the Consolidated Balance Sheets. See Footnote 6 for further information. Capitalized implementation costs for certain qualified Software-as-a-Service (“SaaS”) arrangements are also subject to the same accounting criteria described above, when the Company does not own the intellectual property for the 50 software license used in the arrangement. SaaS arrangements are included in prepaid expenses and other current assets and other assets in the Consolidated Balance Sheets. The straight-line amortization of these costs is presented along with the fees related to the hosted cloud computing service in the Consolidated Statements of Operations. Product Liability Reserves The Company has a self-insurance program for product liability that includes reserves for self-retained losses and certain excess and aggregate risk transfer insurance. The Company uses historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs in determining required product liability reserves. The Company’s actuarial evaluation methods take into account claims incurred but not reported when determining the Company’s product liability reserve. While the Company believes that it has adequately reserved for these claims, the ultimate outcome of these matters may exceed the amounts recorded by the Company, and such additional losses may be material to the Company’s Consolidated Financial Statements. Product Warranties In the normal course of business, the Company offers warranties for a variety of its products. The specific terms and conditions of the warranties vary depending upon the specific product and markets in which the products were sold. The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience. Advertising Costs The Company expenses production costs of print, radio, television and other advertisements as of the first date the advertisements take place, and the Company expenses all other advertising and marketing costs when incurred. Advertising and promotion costs are recorded in selling, general and administrative expenses (“SG&A”) and totaled $ 429 million, $ 417 million and $ 371 million in 2025, 2024 and 2023, respectively. Research and Development Costs Research and development costs relating to both future and current products are charged to SG&A as incurred. These costs totaled $ 114 million, $ 123 million and $ 117 million in 2025, 2024 and 2023, respectively. Other Significant Accounting Policies Other significant accounting policies are disclosed as follows: • Restructuring – Footnote 3 • Inventory – Footnote 4 • Property, Plant and Equipment – Footnote 5 • Derivative Instruments – Footnote 9 • Foreign Currency Operations – Footnote 9 • Pensions and Postretirement Benefits – Footnote 10 • Income Taxes – Footnote 11 • Leases – Footnote 12 • Share-Based Compensation – Footnote 14 Recent Accounting Pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. 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. 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 51 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 are currently disclosed in the financial statements. 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. Adoption of New Accounting Guidance 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 may be applied on a prospective or retrospective basis. The Company adopted ASU 2023-09 and applied the prospective method. The adoption of ASU 2023-09 did not have a material impact on its consolidated financial statements. See Footnote 11 for further information. In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this update require that a public entity disclose on an annual and interim basis significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”), amount for other segment items by reportable segment and a description of its composition, segment profit and loss and assets, additional measures of segment profit used by the CODM in assessing segment performance and the title and position of the CODM, as well as an explanation of how the CODM uses the reported measures in assessing segment performance and deciding allocation of resources. The Company adopted ASU 2023-07 beginning with its 2024 annual reporting and it did not have a material impact on its consolidated financial statements. See Footnote 16 for further information. Footnote 2 — Accumulated Other Comprehensive Income (Loss) The following tables display the components of accumulated other comprehensive income (loss) (“AOCL”), net of tax, as of and for the years ended December 31, 2025 and 2024 (in millions): Cumulative Translation Adjustment Pension and Postretirement Costs Derivative Financial Instruments AOCL Balance at December 31, 2023 $ ( 668 ) $ ( 196 ) $ ( 26 ) $ ( 890 ) Other comprehensive income (loss) before reclassifications ( 100 ) ( 14 ) 14 ( 100 ) Amounts reclassified to earnings 1 ( 2 ) 10 9 Net current period other comprehensive income (loss) ( 99 ) ( 16 ) 24 ( 91 ) Balance at December 31, 2024 $ ( 767 ) $ ( 212 ) $ ( 2 ) $ ( 981 ) Other comprehensive income (loss) before reclassifications ( 16 ) 18 ( 14 ) ( 12 ) Amounts reclassified to earnings — ( 1 ) 4 3 Net current period other comprehensive income (loss) ( 16 ) 17 ( 10 ) ( 9 ) Balance at December 31, 2025 $ ( 783 ) $ ( 195 ) $ ( 12 ) $ ( 990 ) Reclassifications from AOCL to the results of operations for the years ended December 31, were pretax (income) expense of (in millions): 2025 2024 2023 Cumulative translation adjustment $ — $ 1 $ 11 Pension and postretirement costs (a) ( 1 ) ( 2 ) 130 Derivative financial instruments (b) 5 13 5 (a) See Footnote 10 for further information. (b) See Footnote 9 for further information. 52 The income tax provision (benefit) allocated to the components of AOCL for the years ended December 31, are as follows (in millions): 2025 2024 2023 Foreign currency translation adjustments $ ( 64 ) $ 33 $ ( 20 ) Pension and postretirement costs 6 ( 5 ) 36 Derivative financial instruments ( 3 ) 8 ( 4 ) Income tax provision (benefit) related to AOCL $ ( 61 ) $ 36 $ 12 Footnote 3 — Restructuring The Company has engaged and expects to continue to engage in restructuring activities, which requires management to utilize significant estimates related to the timing and amount of severance and other employee separation costs for workforce reductions and other separation programs as well as other exit costs associated with restructuring activities. The Company’s accrual for severance and other employee separation costs depends on whether the costs result from an ongoing severance plan or are one-time costs. The Company accounts for relevant expenses as severance costs when there is an established severance policy, statutory requirements dictate the severance amounts, or if the Company’s historical experience is to routinely provide certain benefits to impacted employees. The Company recognizes severance costs when it is probable that benefits will be paid and the amount can be reasonably estimated. The Company estimates one-time severance and other employee costs related to exit and disposal activities not resulting from an ongoing severance plan based on the benefits available to the employees being terminated. The Company recognizes these costs when it identifies the specific classification or functions of the employees being terminated, notifies the employees who might be included in the termination, and expects to terminate employees within the legally required notification period. When employees are receiving incentives to stay beyond the legally required notification period, the Company records the cost of their severance over the remaining service period. All cash payments are expected to be paid within one year of charges being incurred. To better align its resources with its strategy and operating model and to reduce the cost structure of its global operations, the Company commits to restructuring plans as necessary and as follows: Global Productivity Plan Building on the Company’s turnaround strategy, the Company announced a global productivity plan (the “Productivity Plan”) in December 2025. The Productivity Plan is designed to further simplify processes, streamline overhead and redirect resources to the highest-value activities. As part of the Productivity Plan the Company will reduce its global workforce by over 900 employees primarily related to professional and clerical employees, with limited impact on manufacturing or supply chain operations. Professional and clerical employee separations in the U.S. were mostly executed by the end of 2025, with international actions to occur throughout 2026, subject to applicable local law and consultation requirements. The Company closed approximately 20 Yankee Candle stores in the U.S. and Canada in January 2026. This retail optimization aligns the brand’s footprint with modern consumer shopping behaviors and supports its multi-channel strategy. The Company expects to record $ 75 million to $ 90 million, of restructuring and restructuring-related charges in connection with the Productivity Plan, primarily for severance and related costs, with most of the charges to be recognized by the end of 2026. The Company commenced separation of professional and clerical employees during December 2025 and recorded $ 35 million of restructuring charges for severance and other termination benefits and $ 5 million of restructuring-related charges in connection with the Productivity Plan. Organizational Realignment Plan In January 2024, the Company announced a plan to strengthen its front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategy choices the Company unveiled in June of 2023 (the “Realignment Plan”). In addition to improving accountability, the Realignment Plan was designed to unlock operational efficiencies and cost savings, reduce complexity and free up funds for reinvestment. As part of the Realignment Plan, the Company has made several operating model changes, which entailed: standing up a cross-functional brand management organization, realigning business unit finance to fully support the new global brand management model, further simplifying and standardizing regional go-to-market organizations, and centralizing domestic retail sales teams, the digital technology team, business-aligned accounting personnel, the Manufacturing Quality team, and the Human Resources functions into the appropriate center-led teams 53 to drive standardization, efficiency and scale with a One Newell approach. The Company also further optimized the Company’s real estate footprint and pursued other cost reduction initiatives. Restructuring and restructuring-related charges associated with these actions were 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. The Company commenced organizational realignment activities during the first quarter of 2024, and such activities were fully implemented by the end of 2025. In connection with the Realignment Plan, the Company recorded restructuring charges of $ 24 million and $ 37 million, during the twelve months ended December 31, 2025 and 2024, respectively and restructuring-related charges of $ 6 million and $ 15 million, respectively. The Company has incurred aggregate charges of $ 82 million since inception in connection with the Realignment Plan. Network Optimization Project In May 2023, the Company announced a restructuring and cost savings initiative that is intended to simplify and streamline its North American distribution network (the “Network Optimization Project”) in order to improve the Company’s cost structure and operating margins while maintaining focus on customer and consumer fulfillment. The Network Optimization Project incorporated a variety of initiatives, including a reduction in the overall number of distribution centers, an optimization of distribution by location, and completion of select automation investments intended to further streamline the Company’s cost structure and to maximize operating performance. These actions were substantially implemented by the end of 2024. The Company estimated that it will incur approximately $ 37 million to $ 49 million in restructuring and restructuring-related charges associated with execution of the Network Optimization Project. This estimate of charges consists primarily of $ 8 million to $ 11 million related to cash severance payments and other termination benefits and approximately $ 29 million to $ 38 million associated with industrial site reductions. In connection with the Network Optimization Project, the Company recorded restructuring charges of $ 3 million and $ 7 million for the twelve months ended December 31, 2024 and 2023, respectively. There were no restructuring charges recorded during 2025 in connection with the Network Optimization Project. The Company also recorded restructuring-related charges of $ 4 million, $ 18 million and $ 16 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively. Since inception of the Network Optimization Project, the Company has incurred aggregate charges of $ 48 million, most of which were cash expenditures. Project Phoenix In January 2023, the Company announced a restructuring and savings initiative (“Project Phoenix”) that was intended to strengthen the Company by leveraging its scale to further reduce complexity, streamline its operating model and drive operational efficiencies. Project Phoenix was substantially implemented by the end of 2023 and incorporated a variety of initiatives designed to simplify the organizational structure, streamline the Company’s real estate portfolio, centralize the Company’s supply chain functions, transition to a unified One Newell go-to-market model in key international geographies, and reduce overhead costs. The Company estimated that it would incur approximately $ 100 million to $ 130 million in restructuring and restructuring-related charges in connection with Project Phoenix. These charges consist primarily of $ 80 million to $ 105 million in charges related to severance payments and other termination benefits; $ 15 million to $ 20 million in charges associated with office space reductions; and approximately $ 5 million of other charges, including those associated with employee transition and legal costs. While the program was mostly complete by the end of 2023, charges were recognized during 2024 and 2025, as the Company completed remaining actions in accordance with local regulations and consultation requirements. In connection with Project Phoenix, the Company recorded restructuring charges of $ 2 million and $ 78 million for the twelve months ended December 31, 2024 and 2023, respectively. There were no restructuring charges recorded during 2025 in connection with Project Phoenix. The Company also recorded restructuring-related charges of $ 3 million, $ 8 million and $ 19 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively. The Company has incurred aggregate charges of $ 110 million since inception of Project Phoenix, most of which were cash expenditures. 54 Restructuring charges, net and restructuring-related charges incurred from inception for the Productivity Plan, Realignment Plan, Network Optimization Project and Project Phoenix (collectively, the “Plans”) were as follows (in millions): Severance and termination costs Contract termination and other costs Total restructuring costs Restructuring-related costs Total costs Productivity Plan $ 35 $ — $ 35 $ 5 $ 40 Realignment Plan 58 3 61 21 82 Network Optimization Project 6 4 10 38 48 Project Phoenix 78 2 80 30 110 $ 177 $ 9 $ 186 $ 94 $ 280 Restructuring charges, net and restructuring-related charges incurred by reportable business segment in connection with the Plans, since inceptions were as follows (in millions): Total restructuring costs Restructuring-related costs Total costs Home and Commercial Solutions $ 54 $ 47 $ 101 Learning and Development 30 2 32 Outdoor and Recreation 18 10 28 Corporate 84 35 119 $ 186 $ 94 $ 280 Other Restructuring and Restructuring-Related Charges The Company also incurs other restructuring and restructuring-related charges in connection with various discrete initiatives. The Company recorded $ 3 million of other restructuring costs for each of the twelve months ended December 31, 2025 and 2024 and $ 10 million for the twelve months ended December 31, 2023. Restructuring-related charges are recorded in cost of products sold, SG&A and impairment of other assets in the Consolidated Statements of Operations based on the nature of the underlying charges incurred. During the twelve months ended December 31, 2025, 2024 and 2023, the Company recorded restructuring-related charges associated with various discrete initiatives of $ 10 million, $ 16 million and $ 64 million, respectively. Restructuring costs incurred by reportable business segment for all restructuring activities for the years ended December 31, are as follows (in millions): 2025 2024 2023 Home and Commercial Solutions $ 3 $ 9 $ 50 Learning and Development 5 14 18 Outdoor and Recreation 3 4 11 Corporate 51 18 16 $ 62 $ 45 $ 95 Accrued restructuring costs activity for the year ended December 31, 2025 are as follows (in millions): Balance at December 31, 2024 Restructuring Costs, Net Payments Foreign Currency and Other Balance at December 31, 2025 Severance and termination costs $ 12 $ 60 $ ( 36 ) $ ( 2 ) $ 34 Contract termination and other costs — 2 ( 2 ) — — $ 12 $ 62 $ ( 38 ) $ ( 2 ) $ 34 55 Accrued restructuring costs activity for the year ended December 31, 2024 are as follows (in millions): Balance at December 31, 2023 Restructuring Costs, Net Payments Balance at December 31, 2024 Severance and termination costs $ 30 $ 40 $ ( 58 ) $ 12 Contract termination and other costs — 5 ( 5 ) — $ 30 $ 45 $ ( 63 ) $ 12 Footnote 4 — Inventories Inventories are stated at the lower of cost or net realizable value, with cost generally determined using first-in, first-out method. The Company reduces its inventory value for estimated obsolete and slow-moving inventory in an amount equal to the difference between the cost of inventory and the net realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory costs include direct materials, direct labor and manufacturing overhead, or when finished goods are sourced, the cost is the amount paid to the third party. The components of inventories were as follows at December 31, (in millions): 2025 2024 Raw materials and supplies $ 165 $ 183 Work-in-process 159 155 Finished products 957 1,062 $ 1,281 $ 1,400 Footnote 5 — Property, Plant and Equipment, Net Property, plant and equipment are stated at cost. Expenditures for maintenance and repairs are expensed as incurred. Depreciation expense is calculated principally on the straight-line basis. Useful lives determined by the Company are as follows: buildings and improvements ( 20 - 40 years) and machinery and equipment ( 3 - 15 years). Property, plant and equipment, net, consisted of the following at December 31, (in millions): 2025 2024 Land $ 68 $ 65 Buildings and improvements 543 522 Machinery and equipment 1,642 2,392 2,253 2,979 Less: Accumulated depreciation ( 1,044 ) ( 1,822 ) $ 1,209 $ 1,157 The Company wrote-off $ 940 million of fully depreciated property, plant and equipment (including the accumulated depreciation associated with those assets), net book value of zero , as of December 31, 2025. The write-off did not affect the Company’s Consolidated Balance Sheet, Statement of Operations, Statement of Cash Flows, or Statement of Stockholders’ Equity. Depreciation expense was $ 186 million, $ 188 million and $ 225 million in 2025, 2024 and 2023, respectively. 56 Footnote 6 — Goodwill and Other Intangible Assets, Net A summary of changes in the Company’s goodwill by reportable business segment is as follows for 2025 and 2024 (in millions): December 31, 2025 Segments: Net Book Value at December 31, 2024 Foreign Currency Exchange Net Book Value Gross Carrying Amount Accumulated Impairment Charges Home and Commercial Solutions $ 747 $ — $ 747 $ 4,052 $ ( 3,305 ) Learning and Development 2,291 63 2,354 3,441 ( 1,087 ) Outdoor and Recreation — — — 788 ( 788 ) $ 3,038 $ 63 $ 3,101 $ 8,281 $ ( 5,180 ) December 31, 2024 Segments: Net Book Value at December 31, 2023 Foreign Currency Exchange Net Book Value Gross Carrying Amount Accumulated Impairment Charges Home and Commercial Solutions $ 747 $ — $ 747 $ 4,052 $ ( 3,305 ) Learning and Development 2,324 ( 33 ) 2,291 3,378 ( 1,087 ) Outdoor and Recreation — — — 788 ( 788 ) $ 3,071 $ ( 33 ) $ 3,038 $ 8,218 $ ( 5,180 ) The table below summarizes the balance of other intangible assets, net and the related amortization periods using the straight-line method and attribution method at December 31, 2025 and 2024 (in millions): December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Amortization Periods (In years) Tradenames - indefinite life $ 553 $ — $ 553 $ 844 $ — $ 844 N/A Tradenames - other 537 ( 186 ) 351 531 ( 135 ) 396 2 - 15 Capitalized software (a) 212 ( 95 ) 117 661 ( 543 ) 118 3 - 12 Patents and intellectual property — — — 13 ( 13 ) — 3 - 14 Customer relationships and distributor channels 1,013 ( 400 ) 613 1,025 ( 375 ) 650 3 - 30 $ 2,315 $ ( 681 ) $ 1,634 $ 3,074 $ ( 1,066 ) $ 2,008 (a) The Company wrote-off $ 464 million of fully amortized capitalized software (including the accumulated amortization associated with those assets), with net book value of zero , as of December 31, 2025. The write-off did not affect the Company’s Consolidated Balance Sheet, Statement of Operations, Statement of Cash Flows, or Statement of Stockholders’ Equity. Amortization expense for intangible assets was $ 125 million, $ 135 million and $ 109 million in 2025, 2024 and 2023, respectively. At December 31, 2025, the aggregate estimated intangible amortization amounts for the succeeding five years are as follows (in millions): Years ending December 31, Amount 2026 $ 114 2027 108 2028 96 2029 90 2030 86 Thereafter 587 57 During 2025, the Company elected to perform qualitative assessments for two indefinite-lived tradenames in the L&D segment, with total carrying values of $ 119 million. Based on the qualitative assessments, the Company concluded there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of those indefinite-lived tradenames below the carrying value; therefore, a quantitative impairment analysis was not required for these indefinite-lived tradenames in the L&D segment. The Company elected to perform quantitative assessments for two indefinite-lived tradenames in both of the H&CS and L&D segments with total carrying values of $ 567 million and $ 203 million, respectively. The Company recorded non-cash impairment charges of $ 163 million and $ 127 million associated with two tradenames in the H&CS segment and $ 50 million associated with one tradename in the L&D segment, as the carrying values exceeded the fair values. During 2025, the Company elected to perform a qualitative assessment for the Writing reporting unit, with goodwill of $ 1.93 billion and concluded that there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of the reporting unit below the carrying value; therefore, a quantitative goodwill impairment analysis was not required for the Writing reporting unit. The Company elected to perform quantitative assessments for the Commercial and Baby reporting units with goodwill of $ 747 million and $ 415 million, respectively. Based on the Company’s quantitative assessments, no goodwill impairment charges were recorded for the Commercial and Baby reporting units. The impairment charges for goodwill and indefinite-lived tradenames were recorded in the Company’s reporting segments as follows for the years ended December 31, (in millions): 2025 (a) 2024 (b) 2023 (c) Home and Commercial Solutions $ 290 $ 275 $ 76 Learning and Development 50 70 241 Outdoor and Recreation — — 22 $ 340 $ 345 $ 339 (a) During the fourth quarter of 2025, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charge of $ 290 million associated with two tradenames in the H&CS segment and $ 50 million associated with one tradename in the L&D segment, as the carrying values exceeded the fair values. The decline in the fair value of the tradenames in the H&CS and L&D segments resulting in the aforementioned non-cash impairment charges was the result of downward revision of forecasted cashflows and increase in the reporting units’ discounts rates primarily due to increased risk premium applied to enable reconciliation to the Company's total enterprise value, given the decline in the Company’s stock price since the last annual impairment test. A hypothetical 10% reduction in the forecasted revenue and residual (excess) cash flows used in the excess earnings method applied in determining the fair value of the tradenames would have resulted in an incremental impairment charge in the H&CS segment of $ 28 million. A hypothetical 10% reduction in the forecasted revenue used in the relief from royalty method in determining the fair value of the tradename would have resulted in an incremental impairment charge in the L&D segment of $ 1 million. (b) During the fourth quarter of 2024, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charge of $ 85 million associated with one tradename in the H&CS segment, as the carrying value exceeded the fair value. The decline in the fair value of the tradename in the H&CS segment was the result of downward revision of forecasted revenue mainly due to a distribution loss, which the Company was informed of during the fourth quarter of 2024. A hypothetical 10% reduction in the forecasted revenue and residual (excess) cash flows used in the excess earnings method applied in determining the fair value of the tradename would have resulted in an incremental impairment charge on the H&CS segment of $ 22 million. 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 the 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 the indefinite-lived tradenames in the H&CS and in the L&D segments, respectively, as the carrying values exceeded their fair values. (c) During the fourth quarter of 2023, in conjunction with its annual impairment testing, the Company recorded a non-cash impairment charge of $ 68 million associated with two tradenames in the H&CS segment, as the carrying values exceeded the fair values. The decline in the fair values of the tradenames in the H&CS segment were due to current market contraction, reflecting a reset of demand levels. During the third quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the O&R segment, as a result of a downward revision of forecasted cash flows due to market conditions, as well as rising interest rates. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the O&R segment was impaired and recorded a non-cash impairment charge of $ 22 million for the indefinite-lived tradename in the O&R segment, as the carrying value of the tradename exceeded its fair value. Also, during the third quarter of 2023, the Company concluded that a triggering event had occurred for the goodwill associated with the Baby reporting unit in the L&D segment as a result of a downward revision of forecasted cash flows due to lower volume and profitability expectations, as well as rising interest rates. The Company performed a quantitative impairment test and determined that the Baby reporting unit goodwill was impaired and recorded a non-cash impairment charge of $ 241 million as the carrying value of the reporting unit exceeded its fair value. During the second quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the H&CS segment as a result of a downward revision of forecasted cash flows due to softening global demand, primarily caused by continued inflationary pressure impacting discretionary spending behavior of consumers, as well as rising interest rates. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the H&CS segment was impaired. During the second quarter of 2023, the Company recorded a non-cash impairment charge of $ 8 million, as the carrying value of the tradename exceeded its fair value. The Company continues to evaluate its brand strategy including the assessment of indefinite-lived criteria which may impact the future estimated intangible amortization. 58 Footnote 7 — Other Accrued Liabilities Other accrued liabilities included the following at December 31, (in millions): 2025 2024 Customer accruals $ 616 $ 601 Accrued compensation 168 249 Operating lease liabilities 113 110 Accrued income taxes 23 88 Other 544 411 $ 1,464 $ 1,459 Customer accruals are promotional allowances and rebates, including cooperative advertising, given to customers in exchange for their selling efforts and volume purchased, as well as allowances for returns. Payments for annual rebates and other customer programs are generally made in the first quarter of the year. Included in Other are self-insurance liabilities that relate to casualty liabilities such as workers’ compensation, general and product liability and auto liability and are estimated based upon historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs. Footnote 8 — Debt The following is a summary of outstanding debt, net of unamortized issuance costs and original issue discount, at December 31, (in millions): 2025 2024 3.900 % senior notes due 2025 (a) $ — $ 47 4.200 % senior notes due 2026 — 1,233 6.375 % senior notes due 2027 497 486 8.500 % senior notes due 2028 1,239 — 6.625 % senior notes due 2029 492 477 6.375 % senior notes due 2030 743 741 6.625 % senior notes due 2032 495 494 5.375 % senior notes due 2036 417 417 5.500 % senior notes due 2046 658 658 Revolving credit facility (a) (b) 130 40 Other debt 2 2 Total debt 4,673 4,595 Short-term debt and current portion of long-term debt ( 130 ) ( 87 ) Long-term debt $ 4,543 $ 4,508 (a) Included in short-term debt and current portion of long-term debt at December 31, 2024. (b) Included in short-term debt and current portion of long-term debt at December 31, 2025. Senior Notes 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. The 2028 Notes were issued pursuant to an indenture, dated as of May 22, 2025, between the Company and U.S. Bank Trust Company, National Association (the “Indenture”). The Indenture provides, among other things that the 2028 Notes are 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. The Company used the proceeds of the offering to fully redeem its outstanding 4.200 % senior notes due 2026 (the “2026 Notes”). 59 In June 2025, the Company fully redeemed its 2026 Notes at a redemption price equal to 100.757 % of the outstanding aggregate principal amount of the notes, plus accrued unpaid interest to the redemption date. The total consideration was approximately $ 1.25 billion. As a result of the redemption, the Company recorded a loss on debt extinguishment of $ 13 million. In November 2025, the Company repaid the outstanding principal of its 3.900 % senior notes due 2025, plus accrued and unpaid interest upon maturity for total consideration of $ 48 million. Revolving Credit Facility The Company maintains a $ 1.00 billion senior secured revolving credit facility (the “Credit Revolver”) maturing in August 2027. Under the Credit Revolver, the Company may borrow funds on a variety of interest terms. The Credit Revolver agreement (i) requires the Company to satisfy financial covenants testing the Company’s Collateral Coverage Ratio and Total Net Leverage Ratio (each further defined in the Credit Revolver, as amended), (ii) requires the Company and certain of its domestic and foreign subsidiaries (the “Guarantors”) to guaranty Company obligations under the Credit Revolver and (iii) requires the Company and other Guarantors to grant a lien and security interest in certain assets consisting of eligible accounts receivables, eligible inventory, eligible equipment and eligible intellectual property, and all products and proceeds of the foregoing, subject to certain limitations. 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 December 31, 2025, there was $ 852 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 December 31, 2025, the Company had approximately $ 37 million of outstanding standby letters of credit issued against the Credit Revolver and $ 130 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $ 685 million. Rating Downgrades During the second quarter of 2025, Moody’s Corporation (“Moody’s”) and S&P Global Inc. (“S&P”) downgraded the Company’s senior unsecured debt rating to “B1” and “B+”, respectively. As a result, certain of the Company’s outstanding senior notes aggregating to approximately $ 1.08 billion (the “Coupon-Step Notes”) were subject to an interest rate adjustment of 25 basis points for each downgrade, or 50 basis points in the aggregate, with such adjustments taking effect in the fourth quarter of 2025. The change to the interest rate due to the downgrades will increase the Company’s interest expense by approximately $ 5 million on an annualized basis (approximately $ 1 million in 2025). During the fourth quarter of 2025, Moody’s further downgraded the Company’s senior unsecured debt rating to “B2”, with no consequent effect on the interest rates applicable to the Coupon-Step Notes, as the Company has reached the maximum provision under the affected bonds. Future Debt Maturities The Company’s debt maturities for the five years following December 31, 2025 and thereafter are as follows (in millions): 2026 2027 2028 2029 2030 Thereafter Total $ 130 $ 500 $ 1,252 $ 500 $ 750 $ 1,586 $ 4,718 Other The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants, with the 2028 Notes containing additional covenants, such as described above, and the 6.375 % notes due 2030 and the 6.625 % notes due 2032 likewise containing additional covenants consistent with the 2028 Notes. The Company’s borrowing arrangements other than the senior notes contain usual and customary nonfinancial covenants and certain financial covenants, including minimum collateral coverage and net leverage ratios. 60 Weighted average interest rates for the years ended December 31, are as follows: 2025 2024 2023 Total debt 6.4 % 5.8 % 5.2 % Short-term debt 6.7 % 8.0 % 6.9 % At December 31, 2025 and 2024, unamortized deferred debt issue costs were $ 37 million and $ 32 million, respectively. These costs are included in total debt and are being amortized over the respective terms of the underlying debt. The fair values of the Company’s senior notes are based on quoted market prices and are as follows at December 31, (in millions): 2025 2024 Fair Value Book Value Fair Value Book Value Senior notes $ 4,493 $ 4,541 $ 4,624 $ 4,553 The carrying amounts of all other debt approximates fair value. Footnote 9 — Derivatives and Foreign Currency Operations Derivatives Derivative financial instruments are generally used to manage certain interest rate and foreign currency risks. These instruments, from time to time, may primarily include interest rate swaps, forward starting interest rate swaps and forward exchange contracts. The Company’s forward exchange contracts generally do not subject the Company to exchange rate risk because gains and losses on these instruments generally offset gains and losses on the assets, liabilities and other transactions being hedged. However, these instruments, when settled, impact the Company’s cash flows from operations to the extent the underlying transaction being hedged is not simultaneously settled due to an extension, a renewal or otherwise. On the date when the Company enters into a derivative, the derivative is designated as a hedge of the identified exposure. The Company measures effectiveness of its hedging relationships both at hedge inception and on an ongoing basis. Interest Rate Contracts The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company may use fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps would be used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps would be used to reduce the Company’s risk of the possibility of increased interest costs. The settlement of interest rate swaps is included in interest expense, net in the Consolidated Statements of Operations. At December 31, 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. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt. Cross-Currency Contracts The Company uses cross-currency swaps to hedge foreign currency risk on certain financing arrangements. These swaps mature on dates ranging from November 2026 to September 2029, with an aggregate notional amount of $ 2.13 billion. These cross-currency swaps were designated as net investment hedges of the Company’s foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed or floating rate of Euro-based interest and receives a fixed or floating rate of U.S. dollar interest. The Company has elected the spot method for assessing the effectiveness of these contracts. During the twelve months ended December 31, 2025, 2024 and 2023, the Company recognized income of $ 34 million, $ 35 million 61 and $ 38 million, respectively, in interest expense, net, in the Company’s Consolidated Statement of Operations, 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 December 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 Consolidated Statement of Operations as the underlying hedged item. At December 31, 2025, the Company had approximately $ 287 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 December 31, 2025, the Company had approximately $ 1.11 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through November 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 Consolidated Statement of Operations. The following table presents the fair value of derivative financial instruments at December 31, (in millions): 2025 2024 Balance Sheet Location Assets (Liabilities) Derivatives designated as effective hedges: Cash Flow Hedges Foreign currency contracts Prepaid expenses and other current assets $ 2 $ 9 Foreign currency contracts Other accrued liabilities ( 4 ) ( 1 ) Fair Value Hedges Interest rate swaps Other accrued liabilities ( 2 ) ( 7 ) Interest rate swaps Other noncurrent liabilities ( 4 ) ( 23 ) Net Investment Hedges Cross-currency swaps Prepaid expenses and other current assets 11 30 Cross-currency swaps Other assets — 38 Cross-currency swaps Other accrued liabilities ( 62 ) — Cross-currency swaps Other noncurrent liabilities ( 192 ) ( 41 ) Derivatives not designated as effective hedges: Foreign currency contracts Prepaid expenses and other current assets 2 21 Foreign currency contracts Other accrued liabilities ( 30 ) ( 4 ) Total $ ( 279 ) $ 22 The Company recognized expense of $ 53 million, income of $ 26 million and expense of $ 17 million in other expense, net, during 2025, 2024 and 2023, respectively, related to derivatives that are not designated as hedging instruments. Gains and losses on these derivatives are generally offset by foreign currency movement in the underlying exposure. The Company is not a party to any derivatives that require collateral to be posted prior to settlement. 62 The following table presents pretax gain and (loss) activity for 2025, 2024 and 2023 related to derivative financial instruments designated as effective hedges (in millions): 2025 2024 2023 Gain (Loss) Gain (Loss) Gain (Loss) Recognized in OCL (a) Reclassified from AOCL to Income Recognized in OCL (a) Reclassified from AOCL to Income Recognized in OCL (a) Reclassified from AOCL to Income Interest rate swaps (b) $ — $ ( 2 ) $ — $ ( 8 ) $ — $ ( 5 ) Foreign currency contracts (c) ( 20 ) ( 3 ) 19 ( 5 ) ( 21 ) — Cross-currency swaps (d) ( 270 ) — 133 — ( 80 ) — Total $ ( 290 ) $ ( 5 ) $ 152 $ ( 13 ) $ ( 101 ) $ ( 5 ) (a) Represents effective portion recognized in Other Comprehensive Loss (“OCL”). (b) Portion reclassified from AOCL to income recognized in interest expense, net and in loss on extinguishment and modification of debt. (c) Portion reclassified from AOCL to income recognized in net sales and cost of products sold. (d) Portion reclassified from AOCL to income recognized in other expense, net. At December 31, 2025, net deferred losses within AOCL expected to be reclassified to earnings over the next twelve months are not expected to be material. Foreign Currency Operations Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the rates of exchange in effect at year-end. The related translation adjustments are made directly to AOCL. Income and expenses are translated at the average monthly rates of exchange in effect during the year. Foreign currency transaction gains and losses are included in the results of operations and are generally classified in other expense, net, in the Consolidated Statements of Operations. Foreign currency transaction net losses for 2025, 2024 and 2023 were $ 4 million, $ 6 million and $ 10 million, respectively. The Company designates certain foreign currency denominated, long-term intercompany financing transactions as being of a long-term investment nature and records gains and losses on the transactions arising from changes in exchange rates as translation adjustments. Footnote 10 — Employee Benefit and Retirement Plans The Company and its subsidiaries have noncontributory pension, profit sharing and contributory 401(k) plans covering substantially all of their international and domestic employees. Pension plan benefits are generally based on years of service and/or compensation. The Company’s funding policy is to contribute not less than the minimum amounts required by the Employee Retirement Income Security Act of 1974, as amended, the Internal Revenue Code of 1986, as amended, or foreign statutes to ensure that plan assets will be adequate to provide retirement benefits. The funded status of the Company’s defined benefit pension plans and postretirement benefit plans is recognized in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at December 31, the measurement date. For defined benefit pension and postretirement benefit plans, the benefit obligation is the projected benefit obligation (“PBO”), which represents the actuarial present value of benefits expected to be paid upon retirement based on employee services already rendered and estimated future compensation levels. The fair value of plan assets represents the current market value of assets held for the sole benefit of participants. Over funded plans, with the fair value of plan assets exceeding the benefit obligation, are aggregated and recorded as a prepaid pension asset equal to this excess. Underfunded plans, with the benefit obligation exceeding the fair value of plan assets, are aggregated and recorded as a retirement and postretirement benefit obligation equal to this excess. The current portion of the retirement and postretirement benefit obligations represents the actuarial present value of benefits payable in the next 12 months exceeding the fair value of plan assets, measured on a plan-by-plan basis. This obligation is recorded in other accrued liabilities in the Consolidated Balance Sheets. Net periodic pension and postretirement benefit cost/(income) is recorded in the Consolidated Statements of Operations and includes service cost, interest cost, expected return on plan assets, amortization of prior service costs/(credits) and (gains)/losses previously recognized as a component of AOCL and amortization of the net transition asset remaining in AOCL. The service cost component of net benefit cost is recorded in cost of products sold and SG&A in the Consolidated Statements of Operations (unless eligible for capitalization) based on the employees’ respective functions. The other components of net benefit cost are presented separately from service cost within other expense, net in the 63 Consolidated Statements of Operations. In 2026, the amount of AOCL expected to be recognized related to defined benefit pension and postretirement benefit plans is expense of $ 5 million and income of $ 2 million, respectively. (Gains)/losses and prior service costs/(credits) are recognized as a component of OCL in the Consolidated Statements of Comprehensive Income (Loss) as they arise. Those (gains)/losses and prior service costs/(credits) are subsequently recognized as a component of net periodic cost/(income) pursuant to the recognition and amortization provisions of applicable accounting guidance. (Gains)/losses arise as a result of differences between actual experience and assumptions or as a result of changes in actuarial assumptions. Prior service costs/(credits) represent the cost of benefit changes attributable to prior service granted in plan amendments. The measurement of benefit obligations and net periodic cost/(income) is based on estimates and assumptions approved by the Company’s management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates. The Company’s matching contributions to the Company’s contributory 401(k) plans were $ 36 million, $ 34 million and $ 37 million for 2025, 2024 and 2023, respectively. Supplemental Executive Retirement Plans The Company has supplemental executive retirement plans (“SERPs”), which includes features of both nonqualified defined benefit and defined contribution plans pursuant to which the Company will pay supplemental benefits to certain key employees upon retirement based upon the employees’ years of service and compensation. The SERPs are primarily funded through a trust agreement with a trustee that owns life insurance policies on both active and former key employees as well as cash and mutual funds. The life insurance contracts are accounted for using the investment method. All premiums paid and proceeds received associated with the life insurance policies are included as investing activities in the Consolidated Statements of Cash Flows. In October 2025, the Company approved resolutions to terminate certain of the SERPs described above, held by the Company or certain of its subsidiaries, that provided certain participating senior executives with nonqualified, unfunded defined benefit-style retirement benefits (the “NQDB Plans”), in addition to authorizing qualified plan distributions under such plans. The Company issued written notices to all NQDB Plan participants regarding the terminations and planned lump-sum payments of accrued benefits. This approved termination and completed communication created an irrevocable commitment. All accrued benefit obligations will be settled through lump-sum payments utilizing the assets described below, which the Company anticipates occurring in the fourth quarter of 2026. At that time the Company will apply settlement accounting, which will result in the extinguishment of the Company's obligation and recognition of an estimated non-cash settlement charge of $ 8 million to $ 12 million. The life insurance contracts funding the SERPs had a cash surrender value of $ 111 million at December 31, 2025 and $ 142 million at December 31, 2024. The value of the Company’s investments in the life insurance contracts at their cash surrender value, cash and mutual funds funding the SERPs as of December 31, 2025 and 2024, was $ 127 million and $ 148 million, respectively, and is included in other assets in the Consolidated Balance Sheets. Such asset values exceeded the Company’s SERPs obligation by $ 47 million and $ 62 million as of December 31, 2025 and 2024, respectively. The projected benefit obligation and accumulated benefit obligation under the SERPs was $ 80 million and $ 86 million at December 31, 2025 and 2024, respectively, utilizing a discount rate of 4.44 % and 5.36 %, respectively. A projected benefit obligation of $ 73 million and $ 10 million is included in current accrued liabilities and $ 7 million and $ 76 million is included in other noncurrent liabilities in the Consolidated Balance Sheets at December 31, 2025 and 2024, respectively. The periodic SERP costs were not material for the fiscal years ending December 31, 2025, 2024 and 2023. The life insurance policies on both active and former key employees had aggregate net death benefits of $ 197 million as of December 31, 2025. Other Postretirement Employee Benefit Plans Historically the Company provided other postretirement employee benefit plans (“OPEBs”) primarily in the form of health and welfare benefits to certain of its employees. All OPEBs are currently frozen and, therefore, are not eligible for active employees to accrue benefits. The Company’s OPEBs benefit obligations were $ 23 million and $ 25 million as of December 31, 2025 and 2024, respectively. There are no plan assets associated with the OPEBs; as such, the unfunded status of such plans is equal to the OPEB benefit obligations as of December 31, 2025 and 2024. The periodic OPEBs cost was not material for the years ended December 31, 2025, 2024 and 2023. 64 Defined Benefit Pension Plans The following provides a reconciliation of benefit obligations, plan assets and funded status of the Company’s qualified noncontributory defined benefit pension plans, as well as other disclosures related to those plans at December 31, (dollars in millions): Pension Benefits United States International Change in benefit obligation: 2025 2024 2025 2024 Benefit obligation at beginning of year $ 598 $ 617 $ 208 $ 244 Service cost — — 3 3 Interest cost 30 29 8 9 Actuarial (gain) loss ( 1 ) — ( 11 ) ( 4 ) Amendments — — — ( 12 ) Currency translation — — 21 ( 10 ) Benefits paid ( 48 ) ( 48 ) ( 13 ) ( 13 ) Curtailments, settlements and other — — ( 5 ) ( 9 ) Benefit obligation at end of year (a) $ 579 $ 598 $ 211 $ 208 Change in plan assets: Fair value of plan assets at beginning of year (b) 634 668 160 176 Actual return on plan assets 66 14 — 1 Contributions — — — 8 Currency translation — — 13 ( 6 ) Benefits paid ( 48 ) ( 48 ) ( 13 ) ( 13 ) Settlements and other — — ( 4 ) ( 6 ) Fair value of plan assets at end of year $ 652 $ 634 $ 156 $ 160 Funded status at end of year $ 73 $ 36 $ ( 55 ) $ ( 48 ) Amounts recognized in the Consolidated Balance Sheets: Prepaid benefit cost, included in other assets $ 73 $ 36 $ 16 $ 24 Accrued benefit cost: Current benefit cost—other accrued liabilities — — ( 4 ) ( 4 ) Noncurrent benefit cost— other noncurrent liabilities — — ( 67 ) ( 68 ) Net amount recognized $ 73 $ 36 $ ( 55 ) $ ( 48 ) Assumptions Weighted-average assumptions used to determine benefit obligation: Discount rate 5.26 % 5.51 % 4.31 % 3.80 % Long-term rate of compensation increase — % — % 2.27 % 2.39 % (a) The accumulated benefit obligation for all defined benefit pension plans was $ 783 million and $ 799 million at December 31, 2025 and 2024, respectively. The projected benefit obligation and associated fair value of plan assets related to underfunded or non-funded pension benefit plans was $ 100 million and $ 29 million and $ 98 million and $ 27 million as of December 31, 2025 and 2024, respectively. The aforementioned projected benefit obligation and associated fair value of plan assets related to underfunded or non-funded pension benefit plans approximates the accumulated benefit obligations and associated fair value of plan assets at December 31, 2025 and 2024. 65 Defined Benefit Pension Expense The components of pension expense for the periods indicated are as follows (dollars in millions): Pension Benefits United States International 2025 2024 2023 2025 2024 2023 Service cost $ — $ — $ — $ 3 $ 3 $ 3 Interest cost 30 29 39 8 9 15 Expected return on plan assets ( 48 ) ( 47 ) ( 52 ) ( 5 ) ( 6 ) ( 11 ) Amortization: Prior service cost — — — — 1 3 Net actuarial loss 1 — 3 1 2 3 Curtailment, settlement and termination costs — — 60 — ( 1 ) 66 Total (income) expense $ ( 17 ) $ ( 18 ) $ 50 $ 7 $ 8 $ 79 Assumptions Weighted average assumptions used to calculate net periodic cost: Effective discount rate for benefit obligations 5.51 % 4.94 % 5.36 % 3.81 % 3.82 % 4.07 % Effective rate for interest on benefit obligations 5.19 % 4.85 % 5.24 % 3.65 % 3.75 % 4.00 % Effective rate for service cost — % — % — % 2.48 % 2.57 % 3.20 % Effective rate for interest on service cost — % — % — % 2.31 % 2.48 % 3.06 % Long-term rate of return on plan assets 6.50 % 6.00 % 5.88 % 2.70 % 3.99 % 3.61 % Long-term rate of compensation increase — % — % — % 2.40 % 2.37 % 2.41 % The components of net periodic pension costs other than the service cost component are included in other expense, net in the Consolidated Statements of Operations. Defined Benefit Pension Plan Assets The Company employs a total return investment approach for its pension plans whereby a mix of equities and fixed income investments are used to optimize the long-term return of pension plan assets. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and the Company’s financial condition. The investment portfolios contain a diversified blend of equity and fixed-income investments. The equity investments are diversified across geography and market capitalization through investments in U.S. large-capitalization stocks, U.S. small-capitalization stocks and international securities. The fixed income investments are primarily comprised of investment-grade and high-yield securities through investments in corporate and government bonds, government agencies and asset-backed securities. The Level 1 investments are primarily based upon quoted market prices. The Level 2 investments are primarily comprised of insurance contracts whose fair values are estimated based on the future cash flows to be received under the contracts discounted to the present using a discount rate that approximates the discount rate used to measure the associated pension plan liabilities. International Level 3 investments are primarily comprised of insurance contracts valued at contract value. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. There were no domestic Level 3 investments at December 31, 2025 and 2024. The investments excluded from the fair value hierarchy are net asset value-based (“NAV-based”) hedge fund investments that generally have a redemption frequency of 90 days or less, with various redemption notice periods that are generally less than a month. The notice periods for certain investments may vary based on the size of the redemption. The expected long-term rate of return for plan assets is based upon many factors, including expected asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums. The expected long-term rate of return is adjusted when there are fundamental changes in expected returns on the Company’s defined benefit pension plan’s investments. The target asset allocations for the Company’s domestic pension plans may vary by plan, based in part on plan demographics, funded status and liability duration. In general, the Company’s target asset allocations are as follows: equities approximately 30 %; fixed income approximately 65 %; multi-sector fixed-income approximately 5 % and nominal for cash, alternative investments and other at December 31, 2025. Actual asset allocations may vary from the targeted allocations for various reasons, including market conditions and the timing of transactions. The Company maintains numerous international defined benefit pension plans. The asset 66 allocations for the international investment may vary by plan and jurisdiction and are primarily based upon the plan structure and plan participant profile. The composition of domestic pension plan assets at December 31, 2025 and 2024 is as follows (in millions): Plan Assets — Domestic Plans December 31, 2025 Fair Value Measurements Asset Category Level 1 Level 2 Subtotal NAV-based assets Total Equity securities and funds $ — $ — $ — $ 198 $ 198 Fixed income securities and funds 161 — 161 282 443 Alternative investments — — — 1 1 Cash and other 7 2 9 — 9 Total $ 168 $ 2 $ 170 $ 481 $ 651 Plan Assets — Domestic Plans December 31, 2024 Fair Value Measurements Asset Category Level 1 Level 2 Subtotal NAV-based assets Total Equity securities and funds $ — $ — $ — $ 121 $ 121 Fixed income securities and funds 249 — 249 252 501 Alternative investments — — — 1 1 Cash and other 9 2 11 — 11 Total $ 258 $ 2 $ 260 $ 374 $ 634 The composition of international pension plan assets at December 31, 2025 and 2024 is as follows (in millions): Plan Assets — International Plans Fair Value Measurements December 31, 2025 December 31, 2024 Asset Category Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Equity securities and funds $ 4 $ 4 $ — $ 8 $ 4 $ 4 $ — $ 8 Fixed income securities and funds 3 5 — 8 3 5 — 8 Cash, insured assets and other 6 123 11 140 3 131 10 144 Total $ 13 $ 132 $ 11 $ 156 $ 10 $ 140 $ 10 $ 160 A reconciliation of the change in fair value of the defined benefit plans’ assets using significant unobservable inputs (Level 3) for 2025 and 2024 is as follows (in millions): Total Balance at December 31, 2024 $ 10 Unrealized gain 1 Balance at December 31, 2025 $ 11 67 Defined Benefit Pension Plan Contributions and Estimated Future Benefit Payments During 2026, the Company expects to make no cash contributions to its domestic defined benefit plan and approximately $ 5 million to its international defined benefit plans. Estimated future benefit payments under the Company’s defined benefit pension plans are as follows at December 31, 2025 (in millions): 2026 2027 2028 2029 2030 Thereafter Pension benefits $ 67 $ 68 $ 66 $ 68 $ 66 $ 313 Footnote 11 — Income Taxes The components of income (loss) before income taxes for the years ended December 31, (in millions): 2025 2024 2023 Domestic $ ( 746 ) $ ( 708 ) $ ( 995 ) Foreign 445 448 452 Total $ ( 301 ) $ ( 260 ) $ ( 543 ) The provision for income taxes consists of the following for the years ended December 31, (in millions): 2025 2024 2023 Current: Federal $ ( 28 ) $ ( 52 ) $ 56 State 8 10 1 Foreign 70 112 71 Total current 50 70 128 Deferred: Federal ( 32 ) ( 101 ) ( 232 ) State ( 3 ) ( 15 ) ( 40 ) Foreign ( 31 ) 2 ( 11 ) Total deferred ( 66 ) ( 114 ) ( 283 ) Total income tax benefit $ ( 16 ) $ ( 44 ) $ ( 155 ) 68 A reconciliation of the U.S. statutory rate to the effective income tax rate on a continuing basis is as follows for the year ended December 31, 2025, in accordance with ASU 2023-09 (See Footnote 1 ) which was adopted prospectively (in millions): Tax Effect Rate Impact U.S. Federal Statutory Rate Provision (Benefit) $ ( 63 ) 21.0 % Foreign Tax Effects: France Statutory tax rate difference between France and the U.S. ( 8 ) 2.7 Other 9 ( 3.0 ) Germany Effect of changes in tax laws or rate 8 ( 2.7 ) Ireland Statutory tax rate difference between Ireland and the U.S. ( 40 ) 13.3 Qualified domestic top-up tax 9 ( 3.0 ) Other ( 4 ) 1.3 Luxembourg Changes in valuation allowance ( 14 ) 4.7 Other 5 ( 1.7 ) Switzerland Changes in valuation allowance ( 16 ) 5.3 Impairment of investment in subsidiaries ( 12 ) 4.0 Other ( 3 ) 1.0 Other foreign jurisdictions Effect of rates different than statutory 9 ( 3.0 ) Cross-Border Tax Laws: (a) U.S. income inclusion on asset transfers 74 ( 24.6 ) Current taxation of foreign earnings (Subpart F) 27 ( 9.0 ) Foreign tax credit ( 14 ) 4.7 Other 8 ( 2.7 ) Tax Credits: Research and development credits ( 7 ) 2.3 Non-taxable/deductible Item: Officer compensation 14 ( 4.7 ) Changes in unrecognized benefits 6 ( 2.0 ) Other Adjustments: Capital loss ( 24 ) 8.0 Return to provision ( 8 ) 2.7 Surrender of Company-owned life insurance policies 18 ( 6.0 ) Other (b) 10 ( 3.3 ) Effective Rate $ ( 16 ) 5.3 % (a) The Company accounts for tax on global intangible low-taxed income (“GILTI”) as a period cost and the effects are included herein. (b) In 2025, state and local tax expense, net of federal income tax effect, was not material in aggregate or on an individual state basis. 69 A reconciliation of the U.S. statutory rate to the effective income tax rate on a continuing basis prior to the adoption of ASU 2023-09 (See Footnote 1 ) is as follows for the years ended December 31: 2024 2023 Statutory rate 21.0 % 21.0 % Add (deduct) effect of: State income taxes, net of federal income tax effect 1.4 5.7 U.S. foreign inclusions and foreign tax credit ( 6.3 ) ( 2.4 ) Foreign rate differential 9.5 12.3 Change in uncertain tax positions (a) 34.6 — Change in valuation allowance reserve ( 1.5 ) ( 9.2 ) Impairments — 1.0 Sale of businesses — ( 0.9 ) Capital loss 1.0 1.4 Reversal of outside basis difference ( 0.3 ) 11.2 Non-deductible compensation ( 5.4 ) ( 1.1 ) Return to provision 0.6 1.5 Other taxes ( 7.4 ) ( 1.8 ) U.S. income inclusions on asset transfers ( 28.4 ) ( 10.1 ) Foreign exchange 0.2 — Other tax credits 2.9 1.8 Other ( 5.0 ) ( 1.9 ) Effective rate 16.9 % 28.5 % (a) Includes $ 64 million, or 24.6 %, income tax benefit as a result of the completion of tax authorities’ examination in the U.S. for the years 2011 to 2015 and Brazil for years 2015 to 2017. At December 31, 2025, the Company has accumulated unremitted earnings generated by our foreign subsidiaries of approximately $ 4.40 billion. A portion of these earnings were previously subject to U.S. federal taxation via various U.S. foreign inclusion provisions. The Company does not assert indefinite reinvestment on a portion of its unremitted earnings of certain foreign subsidiaries as of December 31, 2025 and recognized deferred income taxes of approximately $ 9 million, primarily related to the future withholding tax effects of those unremitted foreign earnings. With respect to unremitted earnings of $ 4.40 billion and any other additional outside basis differences where the Company is continuing to assert indefinite reinvestment, any future reversals could be subject to additional foreign withholding taxes, U.S. state taxes and certain tax impacts relating to foreign currency exchange effects on any future repatriations of the unremitted earnings. The determination of any unrecognized deferred tax liabilities on the amount of unremitted earnings and other outside basis differences where the Company is asserting indefinite reinvestment is not practicable. Income taxes paid, net of refunds by jurisdiction for the year ended December 31, 2025 are as follows (in millions): Federal (a) $ 34 State (b) 11 Foreign: Switzerland (c) 26 Ireland 13 United Kingdom 12 Other foreign jurisdictions (d) 41 Total $ 137 (a) Primarily related to the final payment of $ 31 million for the one-time toll charge incurred in 2017 related to the Tax Credits and Jobs Act. (b) Comprised of tax payments of $ 4 million to Wisconsin and various other U.S. states, none of which individually exceeded $ 2 million. (c) Final tax payments for settlement with tax authorities related to a prior disposition transaction. (d) Comprised of tax payments paid to various other foreign jurisdictions, none of which individually exceed $ 6 million. 70 Deferred tax assets (liabilities) consist of the following at December 31, (in millions): 2025 2024 Deferred tax assets: Accruals $ 168 $ 180 Inventory 58 73 Pension and postretirement benefits 24 34 Net operating losses 326 302 Foreign tax credits 25 16 Capital loss carryforward 32 36 Operating lease liabilities 139 139 Capitalized research and development expenses 102 79 Interest expense carryforward 133 134 Amortizable intangibles 65 16 Financial instruments 57 — Other 73 82 Total gross deferred tax assets 1,202 1,091 Less valuation allowance ( 152 ) ( 171 ) Net deferred tax assets after valuation allowance 1,050 920 Deferred tax liabilities: Accelerated depreciation ( 97 ) ( 110 ) Operating lease assets ( 115 ) ( 122 ) Financial instruments — ( 10 ) Other ( 63 ) ( 50 ) Total gross deferred tax liabilities ( 275 ) ( 292 ) Net deferred tax assets $ 775 $ 628 The net deferred tax amounts have been classified in the balance sheet at December 31, (in millions): 2025 2024 Noncurrent deferred tax assets $ 825 $ 806 Noncurrent deferred tax liabilities ( 50 ) ( 178 ) Net deferred tax assets $ 775 $ 628 At December 31, 2025, the Company has net operating losses (“NOLs”) of approximately $ 1.31 billion, which comprise of $ 149 million in the U.S. and $ 1.16 billion outside of the U.S. Approximately $ 848 million of these NOLs do not expire and approximately $ 465 million expire between 2026 and 2045. At December 31, 2025, the Company has approximately $ 1.90 billion of post-apportioned state NOLs of which $ 277 million do not expire and $ 1.60 billion expire between 2026 and 2045. The Company has U.S. foreign tax credits of $ 25 million which expire between 2028 and 2035. The Company has approximately $ 103 million of U.S. capital loss carryforwards of which approximately $ 10 million were generated at December 31, 2024 and $ 93 million were generated at December 31, 2025. These U.S. capital loss carryforwards can be carried back three years and carried forward five years. The Company has approximately $ 103 million of post-apportioned state capital loss carryforwards of which $ 25 million was generated at December 31, 2018, $ 38 million was generated at December 31, 2020, $ 14 million was generated at December 31, 2021, $ 4 million was generated at December 31, 2022, $ 3 million was generated at December 31, 2024 and $ 19 million was generated at December 31, 2025. Of these post-apportioned state capital loss carryforwards, $ 26 million can be carried back three years and carried forward five years, and $ 77 million can be carried forward five years. The Company had a noncurrent income tax receivable (see subsequent discussion) of $ 352 million and $ 311 million as of December 31, 2025 and 2024, respectively and a noncurrent income tax payable of $ 13 million as of December 31, 2025. 71 The Company routinely reviews valuation allowances recorded against deferred tax assets on a more likely than not basis as to whether the Company will realize the deferred tax assets. In making such a determination, the Company takes into consideration all available and appropriate positive and negative evidence, including projected future taxable income, future reversals of existing taxable temporary differences, the ability to carryback net operating losses, and available tax planning strategies. Although realization is not assured, based on this existing evidence, the Company believes it is more likely than not that the Company will realize the benefit of existing deferred tax assets, net of the valuation allowances. At December 31, 2025, the Company has a valuation allowance recorded against certain deferred tax assets, primarily state and foreign NOLs, foreign capital losses and U.S. foreign tax credits, which the Company believes do not meet the more likely than not threshold to be realized due to uncertainty of future taxable income within the applicable tax jurisdictions. A valuation allowance of $ 152 million and $ 171 million was recorded against certain deferred tax asset balances at December 31, 2025 and 2024, respectively. For 2025, the Company recorded a net valuation allowance decrease of $ 19 million, primarily related to profitability and expected utilization of NOLs in Luxembourg, Switzerland, and China, the write-off of NOLs and corresponding valuation allowances due to liquidation of various subsidiaries in Canada, Netherlands and Russia, netted with recording additional valuation allowances related to other miscellaneous changes in the U.S., state and non-U.S. related to ongoing operations. For 2024, the Company recorded a net valuation allowance decrease of $ 13 million, primarily related to the utilization of NOLs in Argentina due to improved ongoing operations, the write-off of NOLs, capital losses and corresponding valuation allowances due to liquidation of various subsidiaries in Canada, Luxembourg and Hong Kong, netted with recording additional valuation allowances due to excess interest expense in Luxembourg, as well as other miscellaneous changes in the U.S., state and non-U.S. valuation allowances related to ongoing operations. The following table summarizes the changes in gross unrecognized tax benefits periods indicated are as follows (in millions): 2025 2024 2023 Unrecognized tax benefits, January 1, $ 355 $ 463 $ 476 Increases (decreases): Increases in tax positions for prior years 9 5 — Decreases in tax positions for prior years ( 4 ) ( 90 ) ( 19 ) Increase in tax positions for the current period 2 5 12 Settlements with taxing authorities — ( 24 ) — Lapse of statute of limitations ( 2 ) ( 4 ) ( 6 ) Unrecognized tax benefits, December 31, $ 360 $ 355 $ 463 If recognized, $ 325 million, $ 316 million and $ 387 million of unrecognized tax benefits at December 31, 2025, 2024 and 2023, respectively, would affect the effective tax rate. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. During 2025 and 2023, the Company recognized an income tax benefit on interest and penalties of $ 8 million and $ 9 million, respectively, due to the accrual of current year interest on existing positions and offset by the resolution of certain tax contingencies. During 2024, the Company recognized income tax benefit on interest and penalties of $ 12 million due to the effective settlement of various tax positions under examination by the Internal Revenue Service (“IRS”) and offset by the accrual of current year interest on existing positions. The Company files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The statute of limitations for the Company’s U.S. federal income tax returns has expired for years prior to 2011 and for 2016. With few exceptions, the Company is no longer subject to other income tax examinations for years before 2016. In the normal course of business, the Company is subject to audits by worldwide taxing authorities regarding various tax liabilities. The Company’s U.S. federal income tax returns for 2017 to 2020, as well as certain state and non-U.S. income tax returns for various years, are under examination. Other 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 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. 72 In June 2025, the Company filed its amended 2019 U.S. federal income tax return to carry back capital losses generated in 2020. 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 May 2024, the Company received a Statutory Notice of Deficiency (“Notice”) from the IRS for the tax years 2011 to 2015. The Company agreed to certain adjustments raised by the IRS in the Notice. Accordingly, the Company has concluded that various income tax positions taken by the Company have been effectively settled, with the exception of the matter the Company intends to dispute as further described hereafter. On July 19, 2024, the Company filed a petition in the U.S. Tax Court disputing the proposed assessment of $ 80 million in additional taxes plus $ 34 million in penalties plus the additional interest calculated upon final settlement related to the transfer pricing of services performed by certain of the Company’s foreign affiliates for the tax years 2011 to 2015. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result. If the IRS prevails in the assessment of additional tax, interest and penalties in excess of the Company’s current reserves, such outcome could have a material adverse effect on the Company’s financial position and results. Footnote 12 — Leases The Company recognizes a right of use (“ROU”) asset and a liability for all leases whose term is more than 12 months at the lease inception date. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term, which includes any extension the Company reasonably expects to exercise. The Company assesses whether certain service arrangements contain embedded leases where the contract conveys the right to use an asset but is not explicitly identified as a lease arrangement; examples include information technology, third-party logistics and original equipment manufacturers. The Company uses incremental borrowing rates, updated quarterly, that reflect its own external unsecured borrowing rates that are risk-adjusted to approximate secured borrowing rates over similar terms. For certain non-real estate leases, the portfolio approach is used. The Company also has lease agreements with lease and non-lease components, which are accounted for as a single lease component. Operating lease expense is recognized on a straight-line basis over the lease term. Operating lease assets and operating lease liabilities are reported as separate lines in the Consolidated Balance Sheets. The current portion of operating lease liabilities is reported in other accrued liabilities in the Consolidated Balance Sheets. For finance leases, lease payments are allocated between interest expense and reduction of the liability in accordance with an amortization schedule. The corresponding asset is amortized on a straight-line basis over the lease term. Assets acquired under finance leases are reported in property, plant and equipment, net in the Consolidated Balance Sheets. The Company did not have finance leases at December 31, 2025 and 2024. The depreciable life of leasehold improvements and other lease-related assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Supplemental consolidated balance sheet information for leases at December 31, is as follows (in millions): Classification 2025 2024 Assets Operating leases Operating lease assets $ 453 $ 466 Total lease assets $ 453 $ 466 Liabilities Current Operating leases Other accrued liabilities $ 113 $ 110 Noncurrent Operating leases Operating lease liabilities 433 418 Total lease liabilities $ 546 $ 528 73 Components of lease expense for the years ended December 31, are as follows (in millions): 2025 2024 2023 Operating lease cost: Operating lease cost (a) $ 156 $ 161 $ 172 Variable lease costs (b) 19 22 24 Finance lease cost: Amortization of leased assets — — 1 (a) Includes short-term leases, which are immaterial. (b) Consists primarily of additional payments for non-lease components, such as maintenance costs, payments of taxes and additional rent based on a level of the Company’s retail store sales. Remaining lease term and discount rates for operating leases at December 31, are as follows: 2025 2024 Weighted-average remaining lease term (years) 7 7 Weighted-average discount rate 5.4 % 5.1 % Supplemental cash flow information related to leases for the years ended December 31, are as follows (in millions): 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 156 $ 158 $ 162 Right of use assets obtained in exchange for lease liabilities: Operating leases 62 76 46 Maturities of operating lease liabilities at December 31, 2025, are as follows (in millions): 2026 $ 137 2027 113 2028 99 2029 80 2030 60 Thereafter 163 Total lease payments 652 Less: imputed interest ( 106 ) Present value of lease liabilities $ 546 Footnote 13 — Weighted Average Shares Outstanding The basic and diluted weighted average shares outstanding for the years ended December 31, 2025, 2024 and 2023 were 418.2 million, 415.5 million and 414.1 million, respectively. For 2025, 2024 and 2023, 4.6 million, 3.4 million and 1.5 million, respectively, potentially dilutive share-based awards were excluded as their effect would be anti-dilutive. At December 31, 2025, 2024 and 2023, there were zero , 0.7 million and 0.8 million, respectively, potentially dilutive restricted stock awards with performance-based targets that were not met and as such, have been excluded from the computation of diluted earnings per share. For 2025, 2024 and 2023 dividends and equivalents for share-based awards expected to be forfeited did not have a material impact on net income for basic and diluted earnings per share. 74 Footnote 14 — Share-Based Compensation Stock-based compensation expense is adjusted for estimated forfeitures and is recognized on a straight-line basis over the requisite service period of the award, which is generally three years for stock options and one to three years for time-based and performance-based restricted stock units. The Company estimates future forfeiture rates based on its historical experience. The Company maintains a 2013 Incentive Plan and a 2022 Incentive Plan (collectively, the “Incentive Plans”), which allow for grants of stock-based awards. At December 31, 2025, there were approximately 23 million share-based awards collectively available for grant under the Incentive Plans. The 2013 Incentive Plan generally provides for stock-based awards to employees to vest over a minimum of three years , although some awards may vest earlier if granted to a new employee or if tied to the achievement of specified market or performance conditions, in which case such awards vest no earlier than one year from the date of grant. The 2022 Incentive Plan generally provides for stock-based awards to employees to vest no earlier than one year from the date of grant, subject to a de minimis exception. The stock-based awards granted to employees include stock options and time-based and performance-based restricted stock units, as follows: Stock Options During 2025, the Company did not award stock options. In years in which the Company has elected to grant stock options, it has issued them at exercise prices equal to the Company’s common stock price on the date of grant with contractual terms of ten years . Stock options issued by the Company generally vest and are expensed ratably over three years . Stock option grants are generally subject to forfeiture if employment terminates prior to vesting, except upon retirement, death or disability, in which case the options may remain outstanding and exercisable for a specified period not to exceed the remaining contractual term of the option. The following table summarizes the changes in the number of shares of common stock for 2025 (shares and aggregate intrinsic value in millions): Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Life (in years) Aggregate Intrinsic Value Outstanding at December 31, 2024 6.1 $ 22 Forfeited ( 0.4 ) 23 Outstanding at December 31, 2025 5.7 $ 21 4.9 $ 0 Options exercisable, end of year 5.4 $ 22 4.7 $ 0 Time-Based and Performance-Based Restricted Stock Units Time-based restricted stock unit awards (“Time-Based RSUs”) represent the right to receive unrestricted shares of stock based on continued employment and are generally subject to forfeiture if employment terminates prior to the vesting date, except a termination for death, disability or retirement. Time-Based RSU awards to employees primarily vest over a one to three-year period. In the case of retirement (as defined in the award agreement), Time-Based RSUs generally vest in part. Time-Based RSUs have dividend equivalents credited to the recipient that are paid only to the extent the applicable service criteria is met, the Time-Based RSUs vest and the related stock is issued. Performance-based restricted stock unit awards (“Performance-Based RSUs”) represent the right to receive unrestricted shares of stock based on continuous employment plus the achievement of Company performance objectives and/or individual performance goals established by the Compensation and Human Capital Committee of the Board of Directors. Such awards are generally subject to forfeiture if employment terminates prior to vesting, except a termination for death, disability or retirement. In the case of retirement (as defined in the award agreement), Performance-Based RSUs vest in whole or part depending on the employee’s age and years of service, subject to the satisfaction of the applicable performance criteria. 75 Performance-Based RSUs generally entitle recipients to shares of common stock if performance objectives are achieved, and typically vest no earlier than one year from the date of grant and no later than three years from the date of grant. The actual number of shares that will ultimately be earned is dependent on the level of achievement of the specified performance conditions. For restricted stock units with performance conditions that are based on stock price (“Stock-Price Based RSUs”), the grant date fair value of certain Stock-Price based RSUs is estimated using a Monte Carlo simulation, with the primary input into such valuation being the expected future volatility of the Company’s common stock, and if applicable, the volatilities of the common stocks of the companies in the Company’s peer group, upon which the relative total shareholder return performance is measured. Performance-Based RSUs have dividend equivalents credited to the recipient that are paid only to the extent the applicable service and performance criteria are met, the Performance-Based RSUs vest and the related stock is issued. The Company accounts for stock-based compensation pursuant to relevant authoritative guidance, which requires measurement of compensation cost for all stock awards at fair value on the date of grant and recognition of compensation, net of estimated forfeitures, over the longer of the derived service period or explicit requisite service period for awards expected to vest. For non- stock-price based Performance-Based RSUs, the Company assesses the probability of achievement of the performance conditions each period and records expense for the awards based on the probable achievement of such metrics. The following table summarizes the changes in the number of outstanding restricted stock units for 2025 (shares in millions): Restricted Stock Unit Weighted Average Grant Date Fair Value Per Share Outstanding at December 31, 2024 14.9 $ 11 Granted 8.5 7 Grant adjustment (a) 0.6 ( 10 ) Vested ( 4.9 ) 10 Forfeited ( 1.9 ) 8 Outstanding at December 31, 2025 17.2 $ 8 Expected to vest as of December 31, 2025 (b) 20.6 $ 8 (a) The grant adjustment primarily relates to an adjustment in the quantity of Performance-Based RSUs ultimately vested during 2025 that were dependent on the level of achievement of the specified performance conditions. (b) The difference between the outstanding restricted stock units at December 31, 2025 and the restricted stock units expected to vest as of December 31, 2025 primarily relates to the expected achievement of the specified performance conditions for the respective outstanding Performance-Based RSUs. The weighted-average grant-date fair values of awards granted were $ 7 , $ 8 and $ 11 per share in 2025, 2024 and 2023, respectively. The fair values of awards that vested were $ 31 million, $ 20 million and $ 13 million in 2025, 2024 and 2023, respectively. During 2025, the Company awarded 6.5 million Time-Based RSUs, which had an aggregate grant date fair value of $ 45 million. These Time-Based RSUs entitle recipients to shares of the Company’s common stock and vest primarily in annual installments over a three-year period, subject to continued employment. During 2025, the Company also awarded 2.0 million Performance-Based 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. On May 19, 2023, the Company adopted the 2023 Special Incentive Program (the “SIP”) to incentivize performance against multi-year goals and to aid in the retention of certain Company executives. On July 5, 2023, pursuant to the SIP, the Company granted performance-based restricted stock unit awards to the Company’s President and Chief Executive Officer (“CEO”) and the Company’s Chief Financial Officer (“CFO”) that vest on February 27, 2026, subject to the achievement of the applicable performance measures. On the same date, the Company granted time-based and performance-based restricted stock unit awards to certain key executives, other than the CEO and CFO, pursuant to the SIP. The time-based restricted stock units granted to such other executives pursuant to the SIP fully vested on the one-year anniversary of the date of grant, while the performance-based restricted stock units granted to such other 76 executives pursuant to the SIP will vest 70 % on the two-year anniversary of the grant date and 30 % on the three-year anniversary of the grant date, subject to the achievement of applicable performance measures. The following table summarizes the Company’s total unrecognized compensation cost related to stock-based compensation at December 31, 2025: (in millions) Unrecognized Compensation Cost Weighted Average Period of Expense Recognition (in years) Restricted stock units $ 49 1 Stock options 1 1 Total $ 50 1 Excess tax detriments related to stock-based compensation was $ 5 million for each of 2025 and 2024 and $ 2 million for 2023. Footnote 15 — Fair Value Disclosures Accounting principles generally accepted in the U.S. define fair value as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. As the basis for evaluating such inputs, a three-tier value hierarchy prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Recurring Fair Value Measurements The Company’s financial assets and liabilities adjusted to fair value at least annually are its money market fund investments included in cash and cash equivalents, its mutual fund investments included in other assets, and its derivative instruments, which are primarily included in prepaid expenses and other current assets, other assets, other accrued liabilities and other noncurrent liabilities. The following tables present the Company’s non-pension financial assets and liabilities, which are measured at fair value on a recurring basis (in millions): December 31, 2025 December 31, 2024 Level 1 Level 2 Total Level 1 Level 2 Total Derivatives: Assets $ — $ 15 $ 15 $ — $ 98 $ 98 Liabilities — ( 294 ) ( 294 ) — ( 76 ) ( 76 ) Investment securities, including mutual funds 81 — 81 3 — 3 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. Other investment securities are primarily comprised 77 of money market accounts that are classified as Level 2. The Company determines the fair value of its derivative instruments using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2. The Company did not have non-pension financial assets and liabilities classified as Level 3 at December 31, 2025 and 2024. The Company adjusts its pension asset values to fair value on an annual basis (See Footnote 10 ). Financial Instruments The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, derivative instruments, notes payable and short and long-term debt. The carrying values for current financial assets and liabilities, including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short maturity of such instruments. The fair values of the Company’s debt and derivative instruments are disclosed in Footnote 8 and Footnote 9 , respectively. Nonrecurring Fair Value Measurements The Company’s non-financial assets which are measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill, intangible assets and certain other assets. The Company’s goodwill and indefinite-lived intangibles are fair valued using discounted cash flows. Quantitative goodwill impairment testing requires significant use of judgment and assumptions including the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows(including net sales, gross profit and operating expenses), terminal values, discount rates and total enterprise value. Quantitative testing of indefinite-lived intangibles under established guidelines for impairment also requires significant use of judgment and assumptions (such as estimation of future cash flows, royalty rates, terminal values, contributory cross charges, where applicable, and discount rates). Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. These assets and certain liabilities are measured at fair value on a nonrecurring basis as part of the Company’s annual impairment testing and as circumstances require. At December 1, 2025 and 2024, the Company had indefinite-lived intangible assets classified as Level 3 of the fair value hierarchy, of $ 295 million and $ 216 million, respectively, which are measured at fair value on a non-recurring basis. At December 31, 2025 and 2024, intangible assets of certain reporting units are recorded at fair value based upon the Company’s impairment testing. The most significant unobservable inputs (Level 3) used to estimate the fair values of the Company’s reporting unit goodwill and indefinite-lived intangible assets are discount rates, which range from 8.5 % to 11.0 % for reporting unit goodwill and 8.5 % to 13.0 % for indefinite-lived intangible assets. During the fourth quarter of 2025, two tradenames within the H&CS segment were measured at fair values of $ 188 million and $ 89 million and one tradename within the L&D segment was measured at fair value of $ 18 million. During the fourth quarter of 2024, one tradename in the H&CS segment was measured at fair value of $ 216 million. See Footnotes 1 and 6 for further information. The Company reviews long-lived assets for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable through future undiscounted cash flows. If the Company concludes that impairment exists, the carrying amount is reduced to fair value. 78 Footnote 16 — Segment Information The Company’s three primary operating segments are as follows: Segment Key Brands Description of Primary Products Home and Commercial Solutions Ball (a) , Calphalon, Chesapeake Bay, Crockpot, FoodSaver, Mapa, Mr. Coffee, Oster, Rubbermaid, Rubbermaid Commercial Products, Sistema, Spontex, Sunbeam, WoodWick and Yankee Candle Commercial cleaning and maintenance solutions; closet and garage organization; hygiene systems and material handling solutions; household products, including kitchen appliances; food and home storage products; fresh preserving products; vacuum sealing products; gourmet cookware, bakeware and cutlery and home fragrance products Learning and Development Dymo, Elmer’s, EXPO, Graco, NUK, Paper Mate, Parker and Sharpie Baby gear and infant care products; writing instruments, including markers and highlighters, pens and pencils; art products; activity-based products and labeling solutions Outdoor and Recreation Bubba, Campingaz, Coleman, Contigo and Marmot Active lifestyle products for outdoor and outdoor-related activities; technical apparel and on-the-go beverageware (a) and Ball®, TMs of Ball Corporation, used under license. The President and Chief Executive Officer of the Company, who is the Chief Operating Decision Maker (the “CODM”) reviews the businesses as three operating segments: Home and Commercial Solutions, Learning and Development and Outdoor and Recreation. This structure reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources. The Company also provides general corporate services to its segments which is reported as a non-operating segment, Corporate. The CODM evaluates the segments’ operating performance based on segment operating income, defined as net sales minus cost of products sold, segment SG&A (including share-based compensation at target for operating segment employees) and other segment costs. Segment SG&A includes an allocation of center-led corporate functions including the bonus for such corporate functions based on achieving 100 % of the respective target. However, any variability in expense from such targets, favorable or unfavorable, is retained at corporate, and would be reflected as a corporate expense. Segment SG&A also does not include any allocation of share-based compensation related to such center-led corporate functions or any adjustments, favorable or unfavorable, between the actual share-based compensation achieved versus the share-based compensation at target for operating segment employees, which items are also reflected in corporate expense. The CODM considers budget-to-current forecast and prior actuals-to-current forecast variances for segment operating income on a periodic basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment. The Company’s segment results are as follows (in millions): Year Ended December 31, 2025 Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation Net sales (a) $ 7,204 $ 3,772 $ 2,691 $ 741 Cost of products sold 4,772 2,673 1,542 557 Segment SG&A 1,774 938 630 206 Other segment costs (b) 357 299 55 3 Segment operating income (loss) $ 301 $ ( 138 ) $ 464 $ ( 25 ) Corporate expenses (c) 262 Operating income 39 Interest expense, net 321 Loss on extinguishment and modification of debt 13 Other expense, net 6 Loss before income taxes $ ( 301 ) 79 Year Ended December 31, 2024 Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation Net sales (a) $ 7,582 $ 4,071 $ 2,717 $ 794 Cost of products sold 5,034 2,856 1,537 641 Segment SG&A 1,791 933 623 235 Other segment costs (b) 372 284 84 4 Segment operating income (loss) $ 385 $ ( 2 ) $ 473 $ ( 86 ) Corporate expenses (c) 318 Operating income 67 Interest expense, net 295 Loss on extinguishment and modification of debt 14 Other expense, net 18 Loss before income taxes $ ( 260 ) Year Ended December 31, 2023 Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation Net sales (a) $ 8,133 $ 4,428 $ 2,706 $ 999 Cost of products sold 5,780 3,347 1,613 820 Segment SG&A 1,766 916 621 229 Other segment costs (b) 420 128 259 33 Segment operating income (loss) $ 167 $ 37 $ 213 $ ( 83 ) Corporate expenses (c) 252 Operating loss ( 85 ) Interest expense, net 283 Other expense, net 175 Loss before income taxes $ ( 543 ) (a) All intercompany transactions have been eliminated. (b) Other segment costs primarily include segment restructuring costs, net and non-cash impairment of goodwill, intangibles and other assets (see Footnotes 3 and 6, respectively for further information). (c) 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 non-cash impairment of corporate assets. In addition, corporate expense includes adjustments, favorable or unfavorable, between the actual bonus achieved versus the bonus at target for center-led corporate functions, as well as adjustments, favorable or unfavorable, between the actual share-based compensation achieved versus the share-based compensation at target for operating segment employees. Incentive compensation recorded in corporate expenses decreased by $ 71 million in 2025 as compared to 2024, primarily due to weaker performance relative to targets in 2025. For 2024, incentive compensation recorded in corporate was $ 85 million higher as compared to 2023, primarily due to improved performance relative to targets under the Company’s Management Bonus Plan and increases in the expected achievements of the specified performance conditions in the Company’s respective outstanding Performance-Based RSUs (see Footnote 14 for further information). Depreciation and amortization by segment are as follows for the years ended December 31, (in millions): 2025 2024 2023 Home and Commercial Solutions $ 142 $ 153 $ 163 Learning and Development 69 70 71 Outdoor and Recreation 31 39 35 Corporate (a) 69 61 65 $ 311 $ 323 $ 334 (a) Corporate depreciation and amortization is allocated to the segments on a percentage of sales basis, and the allocated depreciation and amortization are included in the segment operating income (loss). 80 Capital expenditures by segment are as follows for the years ended December 31, (in millions): 2025 2024 2023 Home and Commercial Solutions $ 85 $ 96 $ 93 Learning and Development 52 48 60 Outdoor and Recreation 18 16 16 Corporate 92 99 115 $ 247 $ 259 $ 284 Assets (b) by segment are as follows at (in millions): December 31, 2025 December 31, 2024 Home and Commercial Solutions $ 3,771 $ 4,110 Learning and Development 3,797 3,786 Outdoor and Recreation 495 541 Corporate 2,652 2,567 $ 10,715 $ 11,004 The Company’s geographic net sales (a) (b) are as follows for the years ended December 31, (in millions): 2025 2024 2023 United States $ 4,407 $ 4,732 $ 5,129 Canada 308 319 313 Total North America 4,715 5,051 5,442 Europe, Middle East and Africa 1,192 1,194 1,283 Latin America 809 831 863 Asia Pacific 488 506 545 Total International 2,489 2,531 2,691 $ 7,204 $ 7,582 $ 8,133 The following table disaggregates net sales (a) by major product grouping source for the years ended December 31, (in millions): 2025 2024 2023 Commercial $ 1,296 $ 1,361 $ 1,434 Kitchen 1,828 2,036 2,244 Home Fragrance 648 674 750 Home and Commercial Solutions 3,772 4,071 4,428 Baby 1,008 1,008 989 Writing 1,683 1,709 1,717 Learning and Development 2,691 2,717 2,706 Outdoor and Recreation 741 794 999 $ 7,204 $ 7,582 $ 8,133 81 Geographic net sales (a) (b) by segment are as follows (in millions): North America International Total Year Ended December 31, 2025 Home and Commercial Solutions $ 2,372 $ 1,400 $ 3,772 Learning and Development 1,969 722 2,691 Outdoor and Recreation 374 367 741 $ 4,715 $ 2,489 $ 7,204 Year Ended December 31, 2024 Home and Commercial Solutions $ 2,644 $ 1,427 $ 4,071 Learning and Development 1,980 737 2,717 Outdoor and Recreation 427 367 794 $ 5,051 $ 2,531 $ 7,582 Year Ended December 31, 2023 Home and Commercial Solutions $ 2,942 $ 1,486 $ 4,428 Learning and Development 1,937 769 2,706 Outdoor and Recreation 563 436 999 $ 5,442 $ 2,691 $ 8,133 (a) All intercompany transactions have been eliminated. (b) Geographic sales information is based on the region from which the products are shipped and invoiced. Long-lived assets by geography are not presented because it is impracticable to do so. The Company’s largest customer in 2025, Amazon, accounted for approximately 17 %, 15 % and 13 % of net sales in 2025, 2024 and 2023 respectively. Walmart Inc. and subsidiaries, the Company’s second largest customer in 2025, accounted for approximately 13 %, 14 % and 15 % of net sales in 2025, 2024 and 2023, respectively. Footnote 17 — Litigation and Contingencies The Company is subject to various claims and lawsuits in the ordinary course of business, including from time to time, contractual disputes, employment and environmental matters, product and general liability claims, claims that the Company has infringed on the intellectual property rights of others, and consumer and employment class actions. 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 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. Environmental Matters The Company is involved in various matters concerning federal, state and foreign environmental laws and regulations, including matters in which the Company has been identified by the U.S. Environmental Protection Agency (“U.S. EPA”) and certain state environmental agencies as a potentially responsible party (“PRP”) at contaminated sites under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) and equivalent state laws. In assessing its environmental response costs, the Company has considered several factors, including the extent of the Company’s volumetric contribution at each site relative to that of other PRPs; the kind of waste; the terms of existing cost sharing and other applicable agreements; the financial ability of other PRPs to share in the payment of requisite costs; the Company’s prior experience with similar sites; environmental studies and cost estimates available to the Company; the effects of inflation on cost estimates; 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 December 31, 2025 was $ 35 million which is included in other accrued liabilities and other noncurrent liabilities in the 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. Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at 82 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. Lower Passaic River Matter Over 100 entities, including the Company and its subsidiary, Berol Corporation (together, the “Company Parties”), have been identified as PRPs at the Diamond Alkali Superfund Site (the “Site”) pursuant to CERCLA. The Site is divided into four “operable units,” and the Company Parties have received notice letters in connection with operable Unit 4 and operable Unit 2 (which is geographically subsumed within Unit 4). The U.S. EPA has issued records of decision for Units 2 and 4 with selected remedies that it has estimated to cost approximately $ 1.80 billion in the aggregate. In September 2017, the U.S. EPA announced an allocation process involving roughly 80 PRPs, with the intent of offering cash-out settlements to a number of parties. The allocation process has concluded, and the Company Parties were placed in the lowest tier of relative responsibility among allocation parties. On January 31, 2024, U.S. EPA filed a motion to enter a modified consent decree to resolve the liability of the Company Parties and other settlement parties for past and future CERCLA response costs at Unit 2 and Unit 4 (“Consent Decree”), which the court granted on December 18, 2024 (the "Consent Decree Litigation"). The Court’s order entering the Consent Decree has been appealed. As of the date of this filing, the Company does not expect that its share of payments toward the Consent Decree, if the Consent Decree is upheld following any appellate review, will be material to the Company. In June 2018, Occidental Chemical Corporation (“OCC”), a New York corporation, sued over 100 parties, including the Company Parties, in the U.S. District Court in New Jersey pursuant to CERCLA, requesting cost recovery, including past and future costs for investigation, design and remediation of Units 2 and 4, as well as contribution and a declaratory judgement (the “OCC Litigation”). The defendants, in turn, filed claims against 42 third-party defendants and counterclaims against OCC. OCC has also stated that it anticipates asserting claims against defendants regarding Newark Bay, which is also part of the Site, after the U.S. EPA has selected the Newark Bay remedy. The OCC Litigation is stayed pending the Court’s adjudication of the entry of the Consent Decree. At this time, the Company cannot predict the eventual outcome of the OCC Litigation. In September 2025, OCC merged with and into an affiliated Texas limited liability company, and the surviving entity changed its name to Occidental Chemical Company, LLC. That entity then executed a divisional merger, splitting into two entities: Environmental Resource Holdings, LLC (“ERH”), and Occidental Chemical Corporation, a Texas corporation (“OCC TX”). Counsel for OCC in the Consent Decree Litigation filed an updated corporate disclosure, asserting that OCC “is now known as Environmental Resource Holdings LLC.” On February 6, 2026, 35 companies filed a complaint against OCC TX in the U.S. District Court in New Jersey, alleging that OCC’s valuable assets were transferred to OCC TX, not ERH, and requesting a declaratory judgment that OCC TX is jointly and severally liable for OCC’s CERCLA liabilities. In addition, federal trustees, including the U.S. Department of Commerce and Department of the Interior, continue to undertake a Natural Resource Damage Assessment with respect to the Site, having previously identified the Company Parties, along with numerous other entities, as PRPs. Based on currently known facts and circumstances, the Company does not believe that the Lower Passaic River matter is reasonably likely to have a material impact on the Company’s results of operations. However, in the event of one or more adverse determinations related to this matter, including the OCC Litigation and Natural Resource Damage Assessment noted above (for which the Company cannot currently estimate the range of possible losses), it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material. 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 year ended December 31, 2025, the Company incurred charges of $ 11 million relating to this recall representing its best estimate of risk of loss. 83 Other Matters In the normal course of business and as part of its acquisition and divestiture strategy, the Company may provide certain representations and indemnifications related to legal, environmental, product liability, tax or other types of issues. Based on the nature of these representations and indemnifications, it is not possible to predict the maximum potential payments under all of these agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements did not have a material effect on the Company’s business, financial condition or results of operations. In connection with the Company’s sale of The United States Playing Card Company (“USPC”), Cartamundi, Inc. and Cartamundi España, S.L., (the “Buyers”) have notified the Company of their contention that certain representations and warranties in the Stock Purchase Agreement, dated June 4, 2019, were inaccurate and/or breached, and have sought indemnification to the extent that the Buyers are required to pay related damages arising out of a third party lawsuit that was recently filed against USPC. 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 Consolidated Financial Statements, except as otherwise described in this Footnote 17 . At December 31, 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. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.