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MINERALS TECHNOLOGIES INC

For the period ended Oct 4, 2026. Filed Oct 30, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 4, 2026 · Filed Oct 30, 2026

MTX$61.63-1.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-07-05; filed 2026-07-31.

0000891014-26-000167

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-10-04; filed 2026-10-30.

0000891014-26-000204

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 130 previous paragraphs and 131 current paragraphs.

71 unchanged; 47 reworded; 12 added; 11 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

Deploy our calcium metal technologies to support steelmaking and other industries.

Current report

Worldwide net sales increased by 4% to $554.9 million in the third quarter from $532.4 million in the prior year.

Current report

Net income attributable to MTI shareholders was $43.0 million for the three-month period ended September 28, 2025, and included a $5.6 million charge, net of tax. This charge primarily consisted of litigation and settlement expenses in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco.

Current report

Income from operations decreased to $24.8 million, as compared to $37.4 million in the prior year due to higher energy, transportation, and raw material costs as well as temporary maintenance downtime at a large Specialty Additives facility in the U.S. that impacted production and profitability at the site.

Current report

Income from operations was $48.7 million and 17.6% of sales, as compared with $44.8 million and 17.6% of sales in the prior year.

Current report

Nine-month period ended October 4, 2026 as compared with nine-month period ended September 28, 2025

Current report

Income from operations was $86.6 million and 10.2% of sales as compared to $98.9 million and 12% of sales in the prior year. Included in income from operations for the nine-month period ended September 28, 2025 was $5.8 million of restructuring and other items.

Current report

On October 13, 2026, the Company completed an offering of $400,000,000 aggregate principal amount of its 7.500% Senior Notes due 2032 (the “2032 Notes”). The Company used the net proceeds of its offering of the 2032 Notes, together with cash on hand, (i) to redeem all of the outstanding 2028 Notes and (ii) to pay transaction fees and expenses related to the offering of 2032 Notes and the 2026 Amendment. The terms of the 2032 Notes are governed by an indenture dated as of October 13, 2026 (the “2026 Indenture”), among the Company, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the “2026 Trustee”).

Current report

The 2032 Notes bear interest at a rate of 7.500% per annum payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027. The 2032 Notes are guaranteed by the Company’s wholly owned domestic restricted subsidiaries that are obligors or guarantors under its Senior Secured Credit Facilities or certain other indebtedness.
Removed paragraphs (11)

Previous report

Worldwide net sales increased by 4% to $548.4 million in the second quarter from $528.9 million in the prior year. Foreign exchange had a favorable impact on sales of $7 million in the second quarter of 2026.

Previous report

The Company recorded a $5.8 million charge in restructuring and other items primarily for the write-down of assets and other charges relating to the consolidation of two facilities and a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China during the three-month period ending June 29, 2025.

Previous report

The Company recorded a $5.8 million charge in restructuring and other items primarily for the write-down of assets and other charges relating to the consolidation of two facilities and a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China during the three-month period ending June 29, 2025.

Previous report

Income from operations was $29.3 million, as compared to $34.0 million in the prior year due to unfavorable mix as well as higher energy, transportation, and raw material costs that were not fully recovered within the quarter due to the timing of contractual pricing adjustments. Included in income from operations for the three-month period ended June 29, 2025 were $3.3 million of restructuring and other items.

Previous report

Income from operations was $48.8 million and 17.8% of sales, as compared with $46.8 million and 18.6% of sales in the prior year. Included in income from operations for the three-month period ended June 29, 2025 were $2.5 million ofrestructuring and other items, which was offset by a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China.

Previous report

Six-month period ended July 5, 2026 as compared with six-month period ended June 29, 2025

Previous report

Income from operations was $61.8 million and 10.8% of sales as compared to $61.5 million and 11.3% of sales in the prior year. Included in income from operations for the six-month period ended June 29, 2025 are $5.8 million of restructuring and other items.
Reworded paragraphs (47)

Previous wording

Our consolidated sales for the second quarter of 2026 were $548.4 million, an increase of 4% as compared with $528.9 million in the prior year. Loss from operations was $220.3 million, as compared with income of $74.6 million in the prior year. In the second quarter of 2026, the Company recorded a charge of $290 million to increase the Company's reserve for estimated costs to fund a trust to resolve all current and future talc-related claims for alleged exposure to asbestos-contaminated talc products sold by the Company's subsidiary BMI Oldco Inc (f/k/a Barretts Minerals Inc.) ("Oldco") as well as fund the bankruptcy of the Company's subsidiaries Oldco and Barretts Ventures Texas LLC ("BVT" and together with Oldco, the Chapter 11 Debtors"), and related litigation costs. Also includedin income (loss) from operations for the second quarter of 2026 and 2025 was $4.9 million and $4.2 million, respectively of litigation expenses incurred in connection with the bankruptcy of Oldco and lawsuits related to talc products sold by Oldco.

Current wording

Our consolidated sales for the third quarter of 2026 were $554.9 million, an increase of 4% as compared with $532.4 million in the prior year. Income from operations was $64.8 million, as compared with income of $70.9 million in the prior year. Includedin income from operations for the third quarter of 2026 and 2025 were $6.7 million and $7.5 million, respectively of litigation expenses incurred in connection with the bankruptcy ofthe Company's subsidiary BMI Oldco Inc (f/k/a Barretts Minerals Inc.) ("Oldco") and lawsuits related to talc products sold by Oldco.

Previous wording

Net loss in the second quarter of 2026 was $183.6 million, as compared to net income of $45.4 million in the second quarter of 2025. Diluted loss in the second quarter of 2026 was $5.90 per share, as compared with earnings of $1.44 per share in the second quarter of 2025.

Current wording

Net income in the third quarter of 2026 was $42.7 million, as compared to net income of $43.0 million in the third quarter of 2025. Diluted earnings in the third quarter of both 2026 and 2025 was $1.37 per share.

Previous wording

Our balance sheet continues to be strong. Cash, cash equivalents and short-term investments were $346.2 million as of July 5, 2026 and the Company had more than $700 million of available liquidity, including cash on hand as well as availability under its revolving credit facility. We believe that these factors will allow us to meet our anticipated funding requirements.

Current wording

Our balance sheet continues to be strong. Cash, cash equivalents, and short-term investments were $379.0 million as of October 4, 2026. On October 13, 2026, the Company completed a $400 million private offering of senior unsecured notes due 2032 and refinanced its revolving credit facility. The net proceeds of the notes were used, together with cash on hand, (i) to redeem all of its outstanding 5.000% senior notes due 2028 and (ii) to pay transaction fees and expenses related to the notes offering and the refinancing of the revolving credit facility. As a result, the Company had more than $800 million of available liquidity, including cash on hand as well as availability under its revolving credit facility. We believe that these factors will allow us to meet our anticipated funding requirements.

Previous wording

Net sales in the United States decreased to $275.4 million in the second quarter of 2026 from $281.9 million in the second quarter of 2025. International sales increased to $273.0 million from $247.0 million in the prior year.

Current wording

Net sales in the United States increased to $287.7 million in the third quarter of 2026 from $273.3 million in the third quarter of 2025. International sales increased to $267.2 million from $259.1 million in the prior year.

Previous wording

Cost of goods sold was $414.6 million and represented 75.6% of sales for the three-month period ended July 5, 2026, as compared with $392.0 million and 74.1% of sales in the prior year. Production margin decreased from 25.9% of sales in the prior year to 24.4% of sales in the second quarter of 2026.

Current wording

Cost of goods sold was $425.7 million and represented 76.7% of sales for the three-month period ended October 4, 2026, as compared with $395.4 million and 74.3% of sales in the prior year. Production margin decreased from 25.7% of sales in the prior year to 23.3% of sales in the third quarter of 2026, primarily due to higher energy, transportation, and raw material costs.

Previous wording

Marketing and administrative costs were $53.3 million and 9.7% of sales for the three-month period ended July 5, 2026, as compared to $52.2 million and 9.9% of sales in the prior year.

Current wording

Marketing and administrative costs were $52.0 million and 9.4% of sales for the three-month period ended October 4, 2026, as compared to $53.0 million and 10.0% of sales in the prior year.

Previous wording

Research and development expenses were $5.9 million and represented 1.1% of sales for the three-month period ended July 5, 2026, as compared with $5.7 million and 1.1% of sales in the prior year.

Current wording

Research and development expenses were $5.7 million and represented 1.0% of sales for the three-month period ended October 4, 2026, as compared with $5.6 million and 1.1% of sales in the prior year.

Previous wording

The Company recorded litigation and settlement expenses of $4.9 million and $4.2 million during the three-month periods ending July 5, 2026 and June 29, 2025, respectively in connection with the bankruptcy of Oldco and lawsuits related to talc products sold by Oldco.

Current wording

The Company recorded litigation and settlement expenses of $6.7 million and $7.5 million during the three-month periods ending October 4, 2026 and September 28, 2025, respectively in connection with the bankruptcy of Oldco and lawsuits related to talc products sold by Oldco.

Previous wording

The Company recorded a loss from operations of $220.3 million as compared to income of $74.6 million in the prior year. Loss from operations includes a $290 million charge to increase the Company's accrual for estimated bankruptcy costs for the three-month period ended July 5, 2026. Income (loss) from operations includes litigation expenses in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco of $4.9 million and $4.2 million during the three-month periods ended July 5, 2026 and June 29, 2025, respectively.

Current wording

The Company recorded income from operations of $64.8 million as compared to income of $70.9 million in the prior year. Income from operations includes litigation expenses in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco of $6.7 million and $7.5 million during the three-month periods ended October 4, 2026 and September 28, 2025, respectively.

Previous wording

In the second quarter of 2026, non-operating deductions were $11.0 million, as compared with $15.5 million in the prior year. Included in other non-operating deductions in the second quarter of 2026 was net interest expense of $12.1 million, as compared to $13.6 million in the second quarter of the prior year.

Current wording

In the third quarter of 2026, non-operating deductions were $11.8 million, as compared with $14.3 million in the prior year. Included in other non-operating deductions in the third quarter of 2026 was net interest expense of $12.1 million, as compared to $13.8 million in the third quarter of the prior year.

Previous wording

Provision (benefit) for taxes on income was $(46.2) million, as compared with $13.9 million in the prior year. The effective tax rate was 20.0%, as compared with 23.5% in the prior year. The tax benefit was attributable to the litigation accrual.

Current wording

Provision for taxes on income was $12.2 million, as compared with $13.5 million in the prior year. The effective tax rate was 23.0%, as compared with 23.9% in the prior year.

Previous wording

Net income attributable to MTI shareholders was $45.4 million for the three-month period ended June 29, 2025, and included a $3.5 million charge, net of tax. This charge consisted of restructuring and other items and litigation expenses, offset by a net gain on sale of assets.

Previous wording

Net loss attributable to MTI shareholders was $183.6 million for the three-month period ended July 5, 2026, and included a $233.4 million charge, net of tax. This charge primarily consisted of a $290 million charge to increase the Company's accrual for estimated bankruptcy costs.

Current wording

Net income attributable to MTI shareholders was $42.7 million for the three-month period ended October 4, 2026, and included a $5.1 million charge, net of tax. This charge primarily consisted of litigation and settlement expenses in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco.

Previous wording

Net sales in the Consumer & Specialties segment were $274.5 million for the three-month period ended July 5, 2026, as compared with $277.7 million in the prior year. Household & Personal Care sales decreased 3% to $123.4 million, as compared with $127.4 million in the prior year, primarily driven by lower sales in high-margin consumer specialty products. Sales in Specialty Additives increased 1% to $151.1 million as compared with $150.3 million in the prior year, primarily driven by higher sales to paper and packaging customers.

Current wording

Net sales in the Consumer & Specialties segment were $278.1 million for the three-month period ended October 4, 2026, as compared with $277.4 million in the prior year. Household & Personal Care sales increased 1% to $130.5 million, as compared with $129.8 million in the prior year. Sales in Specialty Additives were $147.6 million for both three-month periods ended October 4, 2026 and September 28, 2025.

Previous wording

Net sales in the Engineered Solutions segment increased 9% to $273.9 million from $251.2 million in the prior year. High-Temperature Technologies sales increased 7% to $190.3 million, as compared with $178.4 million in the prior year, primarily driven by continued higher sales to steel customers in the U.S. and foundry businesses in Asia. Environmental & Infrastructure sales increased 15% to $83.6 million, as compared with $72.8 million in the prior year driven by stronger sales related to building materials, large-scale project activity, and infrastructure drilling.

Current wording

Net sales in the Engineered Solutions segment increased 9% to $276.8 million from $255.0 million in the prior year. High-Temperature Technologies sales increased 7% to $192.3 million, as compared with $178.9 million in the prior year, primarily driven by higher sales to steel customers globally and from our North American foundry business. Environmental & Infrastructure sales increased 11% to $84.5 million, as compared with $76.1 million in the prior year driven by stronger sales related to environmental lining and remediation products, building materials, and infrastructure drilling products.

Previous wording

Total net sales increased 7% from the previous year to $1,095.3 million. Net sales in the United States increased 2% to $556.0 million from $544.3 million in the prior year. International sales increased by 13% to $539.3 million from $476.4 million in the prior year.

Current wording

Total net sales increased 6% from the previous year to $1,650.2 million. Net sales in the United States increased 3% to $843.7 million from $817.6 million in the prior year. International sales increased by 10% to $806.5 million from $735.5 million in the prior year.

Previous wording

Cost of goods sold increased 9% from the prior year and was 75.8% of sales, as compared with 74.9% in the prior year. Gross margin decreased to 24.2% of sales as compared with 25.1% of sales in the prior year.

Current wording

Cost of goods sold increased 8% from the prior year and was 76.1% of sales, as compared with 74.7% in the prior year. Gross margin decreased to 23.9% of sales as compared with 25.3% of sales in the prior year, primarily due to higher energy, transportation, and raw material costs.

Previous wording

Marketing and administrative costs were $110.8 million and 10.1% of sales for the six-month period ended July 5, 2026, as compared to $102.8 million and 10.1% of sales in the prior year.

Current wording

Marketing and administrative costs were $162.8 million and 9.9% of sales for the nine-month period ended October 4, 2026, as compared to $155.8 million and 10.0% of sales in the prior year.

Previous wording

Research and development expenses were $12.0 million and represented 1.1% of sales for the six-month period ended July 5, 2026, as compared with $11.5 million and 1.1% of sales in the prior year.

Current wording

Research and development expenses were $17.7 million and represented 1.1% of sales for the nine-month period ended October 4, 2026, as compared with $17.1 million and 1.1% of sales in the prior year.

Previous wording

During the six-month period ended July 5, 2026, the Company filed a Plan of Reorganization in the Chapter 11 case of its subsidiary, Oldco, which would provide for, among other things, the funding of a trust to resolve all current and future talc-related claims for alleged exposure to asbestos-contaminated talc products sold by Oldco. Accordingly, the Company recorded a charge of $290 million to increase the Company's accrual for estimated costs.

Current wording

During the nine-month period ended October 4, 2026, the Company filed a Plan of Reorganization in the Chapter 11 case of its subsidiary, Oldco, which would provide for, among other things, the funding of a trust to resolve all current and future talc-related claims for alleged exposure to asbestos-contaminated talc products sold by Oldco. Accordingly, the Company recorded a charge of $290 million to increase the Company's accrual for estimated costs.

Previous wording

During the six-month periods ended July 5, 2026 and June 29, 2025, the Company also recorded litigation expenses of $13.7 million and $7.0 million, respectively, in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco.

Current wording

During the nine-month periods ended October 4, 2026 and September 28, 2025, the Company also recorded litigation expenses of $20.4 million and $14.5 million, respectively, in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco.

Previous wording

In addition, during the six-month period ended June 29, 2025, the Company recorded an $11.3 million restructuring and other items charge for the write-down of assets and severance and other costs, offset by a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China.

Current wording

Additionally, during the nine-month period ended September 28, 2025, the Company recorded an $11.3 million restructuring and other items charge for the write-down of assets and severance and other costs, offset by a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China.

Previous wording

The Company recorded a loss from operations of $161.6 million for the six-month period ended July 5, 2026, as compared to a loss of $85.5 million in the prior year. Loss from operations included a provision for litigation accrual and credit losses of $290 million and $215 million for the six-month periods ended July 5, 2026 and June 29, 2025, respectively. In addition, during the six-month end June 29, 2025, the Company recorded an $11.3 million restructuring and other items charge for the write-down of assets and severance and other costs, offset by a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China.

Current wording

The Company recorded a loss from operations of $96.8 million for the nine-month period ended October 4, 2026, as compared to a loss of $14.6 million in the prior year. Loss from operations included a provision for litigation accrual and credit losses of $290 million and $215 million for the nine-month periods ended October 4, 2026 and September 28, 2025, respectively. In addition, during the nine-month periods end September 28, 2025, the Company recorded an $11.3 million restructuring and other items charge for the write-down of assets and severance and other costs, offset by a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China.

Previous wording

Loss from operations during the six-month periods ended July 5, 2026 and June 29, 2025 includes $13.7 million and $7.0 million, respectively, of litigation expenses in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco.

Current wording

Loss from operations during the nine-month periods ended October 4, 2026 and September 28, 2025 includes $20.4 million and $14.5 million, respectively, of litigation expenses in connection with Oldco’s bankruptcy filing and lawsuits related to talc products sold by Oldco.

Previous wording

The Company recorded non-operating deductions of $23.8 million for the six-month period ended July 5, 2026, as compared with $31.7 million in the prior year. Included in non-operating income (deductions) for the six-month periods ended July 5, 2026 and June 29, 2025 is $25.4 million and $27.8 million, respectively, of net interest expense.

Current wording

The Company recorded non-operating deductions of $35.6 million for the nine-month period ended October 4, 2026, as compared with $46.0 million in the prior year. Included in non-operating income (deductions) for the nine-month periods ended October 4, 2026 and September 28, 2025 is $37.5 million and $41.6 million, respectively, of net interest expense.

Previous wording

Benefit for taxes on income was $36.3 million, as compared to $18.2 million in the prior year. The effective tax rate was 19.6%, as compared to 15.5% in the prior year. The tax benefit was attributable to the litigation accrual.

Current wording

Benefit for taxes on income was $24.1 million, as compared to $4.7 million in the prior year. The effective tax rate was 18.2%, as compared to 7.8% in the prior year. The tax benefit was in both years was attributable to the litigation accrual.

Previous wording

Net loss attributable to MTI shareholders was $147.4 million during the six-month period ended July 5, 2026, and included a $240.0 million charge, net of tax. This charge consisted of a provision for litigation accrual and credit losses and litigation expenses.

Current wording

Net loss attributable to MTI shareholders was $104.7 million during the nine-month period ended October 4, 2026, and included a $245.1 million charge, net of tax. This charge consisted of a provision for litigation accrual and credit losses and litigation expenses.

Previous wording

Net loss attributable to MTI shareholders was $98.6 million during the six-month period ended June 29, 2025, and included a $183.9 million charge, net of tax. This charge consisted of aprovision for litigation accrual and credit losses, restructuring and other items, litigation expenses, and a net gain on sale of assets.

Current wording

Net loss attributable to MTI shareholders was $55.6 million during the nine-month period ended September 28, 2025, and included a $189.5 million charge, net of tax. This charge consisted of aprovision for litigation accrual and credit losses, restructuring and other items, litigation expenses, and a net gain on sale of assets.

Previous wording

Net sales in the Consumer & Specialties segment increased 5% to $571.1 million from $546.0 million in the prior year. Household & Personal Care sales increased 6% to $265.8 million as compared to $250.5 million in the prior year driven by animal health, and edible oil and renewable fuel purification sales. Sales in Specialty Additives increased 3% to $305.3 million as compared to $295.5 million in the prior year, driven by higher sales to paper and packaging customers.

Current wording

Net sales in the Consumer & Specialties segment increased 3% to $849.2 million from $823.4 million in the prior year. Household & Personal Care sales increased 4% to $396.3 million as compared to $380.3 million in the prior year driven by animal health, and edible oil and renewable fuel purification sales. Sales in Specialty Additives increased 2% to $452.9 million as compared to $443.1 million in the prior year, driven by higher sales to paper and packaging customers.

Previous wording

Net sales in the Engineered Solutions segment increased to $524.2 million from $474.7 million in the prior year. High-Temperature Technologies’ sales increased 7% to $373.6 million as compared to $347.8 million in the prior year, primarily driven by continued higher sales to steel customers and foundry businesses in Asia. Environmental & Infrastructure sales increased 19% to $150.6 million from $126.9 million in the prior year, primarily driven by stronger sales related to building materials, large-scale project activity, and infrastructure drilling.

Current wording

Net sales in the Engineered Solutions segment increased to $801.0 million from $729.7 million in the prior year. High-Temperature Technologies’ sales increased 7% to $565.9 million as compared to $526.7 million in the prior year, primarily driven by continued higher sales to steel customers and sales to foundry customers in North America and Asia. Environmental & Infrastructure sales increased 16% to $235.1 million from $203.0 million in the prior year, primarily driven by stronger sales related to building materials, large-scale project activity, and infrastructure drilling.

Previous wording

Income from operations was $88.1 million and 16.8% of net sales as compared to $80.4 million and 16.9% of sales in the prior year. Included in income from operations for the six-month period ended June 29, 2025 are $3.3 million of restructuring and other items, offset by a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China.

Current wording

Income from operations was $136.8 million and 17.1% of net sales as compared to $125.2 million and 17.2% of sales in the prior year. Included in income from operations for the nine-month period ended September 28, 2025 was $3.3 million of restructuring and other items, offset by a $5.6 million net gain on the final installment for the sale of refractories manufacturing assets in China.

Previous wording

Cash flow provided by operations during the six-month period ended July 5, 2026, was approximately $95.1 million. Cash flows from operations during the first six months of 2026 were principally used to fund capital expenditures, repurchase shares, and to pay the Company’s dividend to common shareholders. The aggregate maturities of long-term debt are as follows: remainder of 2026 - $3.1 million; 2027 - $6.0 million; 2028 - $405.8 million; 2029 - $5.7 million; 2030 - $5.7 million; thereafter - $540.5 million.

Current wording

Cash flow provided by operations during the nine-month period ended October 4, 2026, was approximately $171.0 million. Cash flows from operations during the first nine months of 2026 were principally used to fund capital expenditures, repurchase shares, and to pay the Company’s dividend to common shareholders. The aggregate maturities of long-term debt are as follows: remainder of 2026 - $1.6 million; 2027 - $6.0 million; 2028 - $405.8 million; 2029 - $5.7 million; 2030 - $5.7 million; thereafter - $540.5 million.

Previous wording

As of July 5, 2026, there were $6.0 million in loans and $9.2 million in letters of credit outstanding under the Revolving Facility.

Current wording

As of October 4, 2026, there were no loans and $11.2 million in letters of credit outstanding under the Revolving Facility.

Previous wording

On June 30, 2020, the Company issued $400 million aggregate principal amount of Notes. The Notes were issued pursuant to an indenture, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”). The Notes bear an interest rate of 5.0% per annum payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic restricted subsidiaries that is a borrower under or that guarantees the Company’s obligations under its Senior Secured Credit Facilities or that guarantees the Company’s or any of the Company’s wholly owned domestic subsidiaries’ long-term indebtedness in an aggregate amount in excess of $50 million.

Current wording

On June 30, 2020, the Company issued $400 million aggregate principal amount of 5.0% Senior Notes due 2028 (the “2028 Notes”). The 2028 Notes were issued pursuant to an indenture, dated as of June 30, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “2020 Indenture”). The 2028 Notes bore an interest rate of 5.0% per annum payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2021. The 2028 Notes were unconditionally guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly owned domestic restricted subsidiaries that is a borrower under or that guarantees the Company’s obligations under its Senior Secured Credit Facilities or that guarantees the Company’s or any of the Company’s wholly owned domestic subsidiaries’ long-term indebtedness in an aggregate amount in excess of $50 million.

Previous wording

The Company may redeem some or all of the Notes at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

Current wording

At any time and from time to time prior to January 15, 2029, the Company may redeem some or all of the 2032 Notes for cash at a redemption price equal to 100% of their principal amount, plus the “make-whole” premium described in the 2026 Indenture and accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning on January 15, 2029, the Company may redeem some or all of the 2032 Notes at any time and from time to time at the applicable redemption prices listed in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time and from time to time prior to January 15, 2029, the Company may redeem up to 40% of the aggregate principal amount of the 2032 Notes with funds from one or more equity offerings at a redemption price equal to 107.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

Previous wording

If the Company experiences a change of control (as defined in the indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Current wording

If the Company experiences a change of control (as defined in the indenture), the Company is required to offer to repurchase the 2032 Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Previous wording

The Amended Credit Agreement and the Indenture both contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions, as well as customary events of default. In addition, the Amended Credit Agreement contains a financial covenant that requires the Company to maintain a maximum Net Leverage Ratio of 4.00 to 1.00 for each four fiscal quarter period (subject to an increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions). The Company is in compliance with all the covenants contained in the Amended Credit Agreement throughout the period covered by this report.

Current wording

The Amended Credit Agreement, the 2020 Indenture, as well as the 2026 Amended Credit Agreement and the 2026 Indenture, contain certain customary affirmative and negative covenants that limit or restrict the ability of the Company and its restricted subsidiaries to enter into certain transactions or take certain actions, as well as customary events of default. In addition, the Amended Credit Agreement and the 2026 Amended Credit Agreement contain a financial covenant that requires the Company to maintain a maximum Net Leverage Ratio of 4.00 to 1.00 for each four fiscal quarter period (subject to an increase to 5.00 to 1.00 for four quarters in connection with certain significant acquisitions). The Company was in compliance with all the covenants contained in the Amended Credit Agreement throughout the period covered by this report.

Previous wording

As part of the Concept Pet acquisition, the Company assumed $1.9 million in long-term debt, recorded at fair value, consisting of two terms loans, one that matured in 2025 and one that matures in 2027. The outstanding loan has annual payments and carries a variable interest rate. The Company did not make any repayments on this loan during the first six months of 2026.

Current wording

As part of the Concept Pet acquisition, the Company assumed $1.9 million in long-term debt, recorded at fair value, consisting of two term loans, one that matured in 2025 and one that matures in 2027. The outstanding loan has annual payments and carries a variable interest rate. The Company repaid $0.1 million on this loan during the first nine months of 2026.

Previous wording

As of July 5, 2026, the Company had $16.4 million in uncommitted short-term bank credit lines, of which none were in use. The credit lines are primarily outside the U.S. and are generally one year in term at competitive market rates at large, well-established institutions. The Company typically uses its available credit lines to fund working capital requirements or local capital spending needs.

Current wording

As of October 4, 2026, the Company had $13.9 million in uncommitted short-term bank credit lines, of which none were in use. The credit lines are primarily outside the U.S. and are generally one year in term at competitive market rates at large, well-established institutions. The Company typically uses its available credit lines to fund working capital requirements or local capital spending needs.

Previous wording

In the second quarter of 2023, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. This instrument matured in May 2026. In the second quarter of 2026, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. The fair value of this instrument at July 5, 2026 is an asset of $1.1 million.

Current wording

In the second quarter of 2023, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. This instrument matured in May 2026. In the second quarter of 2026, the Company entered into a new floating to fixed interest rate swap for a notional amount of $150 million. The fair value of this instrument at October 4, 2026 is an asset of $3.8 million.

Showing the first 40 of 47 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

On October 13, 2026, the Company entered into a Refinancing Facility Agreement and Incremental Facility Amendment (the “2026 Amendment”) to amend the Amended Credit Agreement (the Amended Credit Agreement, as amended by the 2026 Amendment, the “2026 Amended Credit Agreement”). The 2026 Amendment provides for, among other things, a new senior secured revolving credit facility with aggregate commitments of $500,000,000 (the “2026 Refinancing Revolving Facility”), a portion of which may be used for the issuance of letters of credit and swingline loans. The 2026 Refinancing Revolving Facility replaces the Revolving Facility. The maturity date for loans and commitments under the 2026 Refinancing Revolving Facility is October 13, 2031; provided that the maturity date of the 2026 Refinancing Revolving Facility will be adjusted to the date that is 91 days prior to the stated maturity date of the Term Loan Facility unless, prior to the date that is 91 days prior to the stated maturity date of the Term Loan Facility, all amounts in excess of $50,000,000 of the Term Loan Facility have been either (a) refinanced with indebtedness permitted under the 2026 Amended Credit Agreement maturing later than 90 days after the scheduled maturity date of the Term Loan Facility or (b) discharged or repaid (other than with the proceeds of any indebtedness maturing earlier than 91 days after the scheduled maturity date of the 2026 Refinancing Revolving Facility). The 2026 Amendment does not change any terms of the Term Loan Facility and, except as set forth above, the terms of the 2026 Refinancing Revolving Facility (including interest rates and fees) remain the same as the Revolving Facility.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

In the second quarter of 2026, the Company filed a Plan of Reorganization in the Chapter 11 case of its subsidiary Oldco Inc. which would provide for, among other things, the funding of a trust to resolve all current and future talc related claims for alleged exposure to asbestos-contaminated talc products sold by Oldco. Accordingly, the Company recorded a charge of $290 million to increase the Company's accrual for estimated costs.