BORGWARNER INC

Previous wording

The Company’s current strategy is to focus on profitable growth across its technology-focused product portfolio that supports electric, hybrid and combustion vehicles. This entails growing its product portfolio through organic investments and technology-focused acquisitions. The Company’s balanced portfolio is particularly critical as the automotive industry continues to see electric vehicle adoption volatility across different regions. During the three months ended June 30, 2025 and 2024, the Company’s eProducts revenue was approximately $658 million and $576 million respectively, or 18% and 16% of its total revenue, respectively. During the six months ended June 30, 2025 and 2024, the Company’s eProducts revenue was approximately $1,295 million and $1,082 million, respectively, or 18% and 15% of its total revenue, respectively.

Current wording

The Company’s current strategy is to focus on profitable growth across its technology-focused product portfolio that supports electric, hybrid and combustion vehicles. This entails growing its product portfolio through organic investments and technology-focused acquisitions. The Company’s balanced portfolio is particularly critical as the automotive industry continues to see electric vehicle adoption volatility across different regions. During the three months ended September 30, 2025 and 2024, the Company’s eProducts revenue was approximately $606 million and $639 million, respectively, or 17% and 19% of its total revenue, respectively. During the nine months ended September 30, 2025 and 2024, the Company’s eProducts revenue was approximately $1,901 million and $1,721 million, respectively, or 18% and 16% of its total revenue, respectively.

Previous wording

On September 19, 2024, the Company commenced a lawsuit Delaware Superior Court against PHINIA, seeking to recover from PHINIA approximately $120 million of value added tax (“VAT”) refunds that PHINIA has received or expects to receive from governmental agencies as well as damages and interest, which PHINIA has refused to pay to the Company. These refunds consist of VAT paid by the Company in periods prior to or directly related to the Spin-Off through which the Company established PHINIA as an independent company. Prior to the initiation of the lawsuit, PHINIA had paid certain VAT refund amounts to the Company. The Company asserts PHINIA’s obligation to pay the Company these VAT refunds and related amounts is plainly set forth in a binding tax matters agreement between the Company and PHINIA, which the parties agreed to prior to the Spin-Off. PHINIA has responded to the lawsuit and has also asserted counterclaims against the Company. On April 10, 2025, the Delaware Superior Court denied the Company’s motion to dismiss the counterclaims. As of June 30, 2025, the Company had an asset related to these VAT refunds of approximately $120 million, which is included in Receivables, net on the Condensed Consolidated Balance Sheet. Because the Company is unable to predict the timing of collection of these VAT refunds from PHINIA or the applicable governmental agencies, the Company has not included these amounts in its 2025 free cash flow guidance.

Current wording

On September 19, 2024, the Company commenced a lawsuit in Delaware Superior Court against PHINIA, seeking to recover from PHINIA approximately $120 million of value added tax (“VAT”) refunds that PHINIA has received or expects to receive from governmental agencies as well as damages and interest, which PHINIA refused to pay to the Company. These refunds consist of VAT paid by the Company in periods prior to or directly related to the Spin-Off that established PHINIA as an independent company. PHINIA responded to the lawsuit and also asserted counterclaims against the Company. On October 15, 2025, the Company entered into a settlement agreement (the “Settlement Agreement”) with PHINIA, pursuant to which PHINIA agreed to pay the Company $78 million, resolving the lawsuit and certain other matters relating to the Spin-Off. In connection with the Settlement Agreement, the Company and PHINIA have also entered into an amended and restated tax matters agreement that, among other things, limits the Company’s responsibility to certain defined tax obligations. As a result, during the three and nine months ended September 30, 2025, the Company recorded a net charge of $38 million, for the reduction of VAT-related receivables, the elimination of certain Company liabilities under the amended and restated tax matters agreement and related legal fees, which is included in Other operating expense, net in the Company’s Condensed Consolidated Statements of Operations. As of September 30, 2025, after giving effect to the Settlement Agreement, the Company had assets related to these VAT refunds of approximately $52 million and $26 million included in Receivables, net and Investments and long-term receivables, respectively, in the Company’s Condensed Consolidated Balance Sheet.

Previous wording

On September 26, 2024, a hurricane made landfall in North Carolina disrupting operations at the Company’s facility in Arden, North Carolina (the “Arden Plant”). The Arden Plant was largely untouched, but the Company experienced some loss or damage to the Company’s assets amounting to less than $10 million. The Arden plant resumed full operations during the fourth quarter of 2024. The Company’s insurance policies (less applicable deductibles) are expected to cover the repair or replacement of the Company’s assets that incurred loss or damage and provide coverage for interruption to its business, including lost profits, and reimbursement for other expenses and costs that were incurred related to the damages and losses sustained. During the three and six months ended June 30, 2025, the Company recorded committed insurance recoveries of approximately $9 million, which is included in Cost of sales on the Condensed Consolidated Statements of Operations, and approximately $5 million remains uncollected as of June 30, 2025, and is recorded in Receivables, net on the Condensed Consolidated Balance Sheet.

Current wording

On September 26, 2024, a hurricane made landfall in North Carolina disrupting operations at the Company’s facility in Arden, North Carolina (the “Arden Plant”). The Arden Plant was largely untouched, but the Company experienced some loss or damage to the Company’s assets amounting to less than $10 million. The Arden plant resumed full operations during the fourth quarter of 2024. The Company’s insurance policies (less applicable deductibles) covered the repair or replacement of the Company’s assets that incurred loss or damage and provided coverage for interruption to its business, including lost profits, and reimbursement for other expenses and costs that were incurred related to the damages and losses sustained. During the nine months ended September 30, 2025, the Company recorded committed insurance recoveries of approximately $9 million, which is included as a reduction of Cost of sales in the Condensed Consolidated Statements of Operations and was fully collected as of September 30, 2025.

Previous wording

Economic Conditions. The Company’s financial performance depends on conditions in the global automotive industry. Automotive and truck production and sales are cyclical and sensitive to general economic conditions and other factors, including interest rates, consumer credit and consumer spending and preferences. Government policies, such as the imposition, termination or other changes in tariffs (including retaliatory tariffs), the commencement or termination of consumer tax incentives, such as EV tax credits, and programs to invest in infrastructure, including EV charging stations, may affect consumer preferences. Economic declines or impacts of tariffs that result in a material reduction in automotive or truck production would have an adverse effect on our sales. The weighted average market production, as estimated by the Company for the six months ended June 30, 2025, was down approximately 2% from the six months ended June 30, 2024. Weighted average market production reflects light and commercial vehicle production as reported by S&P Global, weighted for the Company’s geographic exposure, as estimated by the Company.

Current wording

Economic Conditions. The Company’s financial performance depends on conditions in the global automotive industry. Automotive and truck production and sales are cyclical and sensitive to general economic conditions and other factors, including interest rates, consumer credit and consumer spending and preferences. Government policies, such as the imposition, termination or other changes in tariffs (including retaliatory tariffs), the commencement or termination of consumer tax incentives, such as EV tax credits and programs to invest in infrastructure, including EV charging stations, may affect consumer preferences. Economic declines or impacts of tariffs that result in a material reduction in automotive or truck production would have an adverse effect on our sales. The weighted average market production, as estimated by the Company for the nine months ended September 30, 2025, was up approximately 1% from the nine months ended September 30, 2024. Weighted average market production reflects light and commercial vehicle production as reported by S&P Global, weighted for the Company’s geographic exposure, as estimated by the Company.

Previous wording

Commodities and Other Inflationary Impacts. During 2024, prices for commodities showed a lower level of volatility in comparison to what the Company had experienced from the beginning of 2021. At the same time, many economies, including the United States, are still experiencing elevated levels of inflation, which continues to put pressure on other input costs (e.g., labor, energy, other materials). The Company expects commodities and other costs to be relatively flat in 2025. However, the Company expects greater uncertainty and volatility in commodities and other costs as a result of the imposition of tariffs and retaliatory tariffs by the United States and other countries in 2025, which could cause actual costs to be materially higher than expected.

Current wording

Commodities and Other Inflationary Impacts. During 2024, prices for commodities showed a lower level of volatility in comparison to what the Company had experienced from the beginning of 2021. The Company expects commodities and other costs to be relatively flat in 2025. However, the Company expects greater uncertainty and volatility in commodities and other costs as a result of the imposition of tariffs and retaliatory tariffs by the United States and other countries in 2025, which could cause actual costs to be materially higher than expected.

Previous wording

The Company expects global industry production to decrease year-over-year in 2025. However, the Company expects net new business-related sales growth and cost recovery actions to mitigate the impact of the change in industry production outlook on the Company’s sales. As a result, at the mid-point of its outlook, the Company expects sales to be roughly flat year-over-year, excluding the impact of foreign currencies. While the outlook incorporates tariffs known as of the date of this filing, to the extent current tariffs and retaliatory tariffs by the United States and other countries increase, industry production and demand for the Company’s products could decrease, which could adversely impact the Company’s 2025 sales outlook.

Current wording

The Company expects global industry production to be roughly flat year-over-year in 2025. The Company expects net new business-related sales growth and cost recovery actions to be mitigated by the impact of declining sales in the Company’s battery and charging systems segment. As a result, at the mid-point of its outlook, the Company expects sales to be roughly flat year-over-year, excluding the impact of foreign currencies. While the outlook incorporates tariffs known as of the date of this filing, to the extent current tariffs and retaliatory tariffs by the United States and other countries increase, industry production and demand for the Company’s products could decrease, which could adversely impact the Company’s 2025 sales outlook.

Previous wording

Net sales for the three months ended June 30, 2025 totaled $3,638 million, an increase of $35 million, or 1%, compared to the three months ended June 30, 2024. The change in net sales for the three months ended June 30, 2025 was primarily driven by the following:

Current wording

Net sales for the three months ended September 30, 2025 totaled $3,591 million, an increase of $142 million, or 4%, compared to the three months ended September 30, 2024. The change in net sales for the three months ended September 30, 2025 was primarily driven by the following:

Previous wording

•Favorable volume, mix and net new business, including light vehicle eProduct sales, partially offset by unfavorable customer pricing, decreased sales by approximately $40 million. The weighted average market production as estimated by the Company was down approximately 1% from the three months ended June 30, 2024.

Current wording

•Favorable volume, mix and net new business, including higher market production and light vehicle eProduct sales, partially offset by downtime at one of the Company’s European customers due to a cyber related shutdown, unfavorable customer pricing and increased sales by approximately $54 million. The weighted average market production as estimated by the Company was up approximately 4% from the three months ended September 30, 2024.

Previous wording

•Tariff customer recoveries increased sales by approximately $9 million.

Current wording

•Tariff customer recoveries increased sales by approximately $19 million.

Previous wording

Cost of sales and cost of sales as a percentage of net sales were $2,998 million and 82.4%, respectively, during the three months ended June 30, 2025, compared to $2,918 million and 81.0%, respectively, during the three months ended June 30, 2024. The change in cost of sales for the three months ended June 30, 2025 was primarily driven by the following:

Current wording

Cost of sales and cost of sales as a percentage of net sales were $2,927 million and 81.5%, respectively, during the three months ended September 30, 2025, compared to $2,813 million and 81.6%, respectively, during the three months ended September 30, 2024. The change in cost of sales for the three months ended September 30, 2025 was primarily driven by the following:

Previous wording

•Favorable volume, mix and net new business partially offset by purchasing savings, increased cost of sales by approximately $5 million.

Current wording

•Favorable volume, mix and net new business partially offset by purchasing savings, increased cost of sales by approximately $43 million.

Previous wording

•Tariff expense incurred partially offset by customer recoveries, increased cost of sales by approximately $21 million.

Current wording

•Tariff expense incurred, offset by customer recoveries, increased cost of sales by approximately $17 million.

Previous wording

Gross profit and gross margin were $640 million and 17.6%, respectively, during the three months ended June 30, 2025, compared to $685 million and 19.0%, respectively, during the three months ended June 30, 2024. The decrease in gross margin was primarily due to the factors discussed above.

Current wording

Gross profit and gross margin were $664 million and 18.5%, respectively, during the three months ended September 30, 2025, compared to $636 million and 18.4%, respectively, during the three months ended September 30, 2024. The increase in gross margin was primarily due to the factors discussed above.

Previous wording

SG&A for the three months ended June 30, 2025 was $317 million as compared to $341 million for the three months ended June 30, 2024. SG&A as a percentage of net sales was 8.7% and 9.5% for the three months ended June 30, 2025 and 2024, respectively. The change in SG&A was primarily attributable to:

Current wording

SG&A for the three months ended September 30, 2025 was $341 million as compared to $340 million for the three months ended September 30, 2024. SG&A as a percentage of net sales was 9.5% and 9.9% for the three months ended September 30, 2025 and 2024, respectively. The change in SG&A was primarily attributable to:

Previous wording

•Fluctuations in foreign currencies resulted in a year-over-year decrease in SG&A costs of approximately $21 million, primarily due to the strengthening of the Euro, Thai Baht and British Pound, partially offset by the weakening of the Korean Won and Brazilian Real, in each case relative to the U.S. Dollar.

Current wording

•Fluctuations in foreign currencies resulted in a year-over-year increase in SG&A costs of approximately $9 million, primarily due to the strengthening of the Euro and Thai Baht, partially offset by the weakening of the Korean Won and Indian Rupee, in each case relative to the U.S. Dollar.

Previous wording

•Employee-related costs decreased by $8 million primarily related to incentive compensation.

Current wording

•Employee-related and other administrative costs decreased by $7 million primarily related to incentive compensation.

Previous wording

Restructuring expense was $17 million and $25 million for the three months ended June 30, 2025 and 2024, respectively, primarily related to employee termination benefits. Refer to Note 5, “Restructuring,” to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this report for more information.

Current wording

Restructuring expense was $23 million and $21 million for the three months ended September 30, 2025 and 2024, respectively, primarily related to employee termination benefits. Refer to Note 5, “Restructuring,” to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this report for more information.

Previous wording

In 2023, the Company announced a $130 million to $150 million restructuring plan to address structural costs primarily in its Foundational products businesses. During the three months ended June 30, 2024, the Company recorded $15 million of restructuring costs related to this plan. The actions under this plan are complete. The resulting gross savings related to this plan are expected to be in the range of at least $80 million to $90 million annually by 2027 and are being utilized to sustain overall operating margin profile and cost competitiveness.

Current wording

In 2023, the Company announced a $130 million to $150 million restructuring plan to address structural costs primarily in its Foundational products businesses. During the three months ended September 30, 2024, the Company recorded $18 million of restructuring costs related to this plan. The actions under this plan are complete. The resulting gross savings related to this plan are expected to be in the range of at least $80 million to $90 million annually by 2027 and are being utilized to sustain overall operating margin profile and cost competitiveness.

Previous wording

In June 2024, the Company announced a $75 million restructuring plan to address the cost structure in its PowerDrive Systems segment due to increased market volatility, which could include realignment of the segment’s manufacturing footprint. During the three months ended June 30, 2025 and 2024, the Company recorded $1 million and $10 million, respectively, of restructuring charges related to this plan. The resulting annual cost savings related to this plan are expected to be in the range of at least $100 million to $120 million by 2026.

Current wording

In June 2024, the Company announced a $75 million restructuring plan to address the cost structure in its PowerDrive Systems segment due to increased market volatility, which could include realignment of the segment’s manufacturing footprint. During the three months ended September 30, 2025 and 2024, the Company recorded $12 million of restructuring charges related to this plan. The resulting annual cost savings related to this plan are expected to be in the range of at least $100 million to $120 million by 2026.

Previous wording

During the three months ended June 30, 2025, the Company recorded $16 million of restructuring costs for individually approved restructuring actions.

Current wording

During the three months ended September 30, 2025, the Company recorded $11 million of restructuring costs for individually approved restructuring actions.

Previous wording

Other operating expense, net was expense of $14 million and $22 million for the three months ended June 30, 2025 and 2024, respectively. The change in Other operating expense, net was primarily due to:

Current wording

Other operating expense, net was expense of $52 million and $5 million for the three months ended September 30, 2025 and 2024, respectively. The change in Other operating expense, net was primarily due to:

Previous wording

•During the three months ended June 30, 2025 and 2024, the Company recorded expense of approximately $2 million and $11 million, respectively, primarily for adjustments to net amounts owed to the Company related to the tax matters agreement between the Company and PHINIA.

Current wording

•During the three months ended September 30, 2025, the Company recorded expense of $8 million primarily for adjustments related to the contract manufacturing agreement with PHINIA and adjustments to net amounts owed to the Company related to the tax matters agreement between the Company and PHINIA, unrelated to the legal settlement discussed above. During the three months ended September 30, 2024, the Company recorded expense of $3 million primarily for adjustments to net amounts owed to the Company related to the tax matters agreement between the Company and PHINIA.

Previous wording

•During the three months ended June 30, 2025, the Company recorded a loss of $5 million related to the sale of equipment from a closed facility in North America.

Current wording

•During the three months ended September 30, 2025, the Company recorded a loss of $1 million related to the sale of equipment from a closed facility in North America.

Previous wording

Equity in affiliates’ earnings, net of tax was $8 million and $12 million for the three months ended June 30, 2025 and 2024, respectively. This line item is driven by the results of the Company’s unconsolidated joint ventures.

Current wording

Equity in affiliates’ earnings, net of tax was $11 million and $6 million for the three months ended September 30, 2025 and 2024, respectively. This line item is driven by the results of the Company’s unconsolidated joint ventures.

Previous wording

Interest expense, net was $12 million and $8 million for the three months ended June 30, 2025 and 2024, respectively. This increase was primarily due to higher debt levels following the Company’s issuance of $1 billion of notes in August 2024.

Current wording

Interest expense, net was $9 million and $4 million for the three months ended September 30, 2025 and 2024, respectively. This increase was primarily due to higher debt levels following the Company’s issuance of $1 billion of notes in August 2024.

Previous wording

Provision (benefit) for income taxes was a provision of $52 million for the three months ended June 30, 2025, resulting in an effective rate of 18%. This is compared to a benefit of $31 million, or an effective rate of (10)%, for the three months ended June 30, 2024. During the three months ended June 30, 2025, the Company recorded a discrete tax benefit of $6 million related to various changes in filing positions for prior years and a discrete tax benefit of $3 million related to the exit of the charging business. During the three months ended June 30, 2024, the Company recorded a discrete tax benefit of $89 million related to a reduction in certain unrecognized tax benefits and accrued interest for matters where the statute of limitations lapsed. In addition, the Company recorded a discrete tax benefit of $4 million related to net changes to valuation allowances.

Current wording

September 30, 2025, the Company recorded a discrete tax expense of $7 million related to various changes in filing positions for prior years and a discrete tax benefit of $6 million related to the exit of the charging business. During the three months ended September 30, 2024, the Company recorded a discrete tax benefit of $18 million related to a reduction in certain unrecognized tax benefits and accrued interest for matters where the statute of limitations lapsed, a discrete tax expense of $4 million related to net changes to valuation allowances, a discrete tax benefit of $36 million related to post Spin-Off restructuring and a discrete tax benefit of $1 million related to various changes in filing positions for prior years.

Previous wording

Net sales for the six months ended June 30, 2025 totaled $7,153 million, a decrease of $45 million, compared to the six months ended June 30, 2024. The change in net sales for the six months ended June 30, 2025 was primarily driven by the following:

Current wording

Net sales for the nine months ended September 30, 2025 totaled $10,744 million, an increase of $97 million, compared to the nine months ended September 30, 2024. The change in net sales for the nine months ended September 30, 2025 was primarily driven by the following:

Previous wording

•Fluctuations in foreign currencies resulted in a year-over-year increase in sales of approximately $66 million, primarily due to the strengthening of the Euro, Thai Baht and British Pound, partially offset by the weakening of the Korean Won and Brazilian Real, in each case relative to the U.S. Dollar.

Current wording

•Fluctuations in foreign currencies resulted in a year-over-year increase in sales of approximately $50 million, primarily due to the strengthening of the Euro and Thai Baht, partially offset by the weakening of the Korean Won and Brazilian Real, in each case relative to the U.S. Dollar.

Previous wording

•Favorable volume, mix and net new business, including light vehicle eProduct sales, partially offset by a unfavorable customer pricing, decreased sales by approximately $35 million. The weighted average market production as estimated by the Company was down approximately 2% from the six months ended June 30, 2024.

Current wording

•Favorable volume, mix and net new business, including higher market production and light vehicle eProduct sales, partially offset by downtime at one of the Company’s European customers due to a cyber related shutdown, unfavorable customer pricing and increased sales by approximately $19 million. The weighted average market production as estimated by the Company was up approximately 1% from the nine months ended September 30, 2024.

Previous wording

•Tariff customer recoveries increased sales by approximately $9 million.

Current wording

•Tariff customer recoveries increased sales by approximately $28 million.

Previous wording

Cost of sales and cost of sales as a percentage of net sales were $5,874 million and 82.1%, respectively, during the six months ended June 30, 2025, compared to $5,869 million and 81.5%, respectively, during the six months ended June 30, 2024. The change in cost of sales for the six months ended June 30, 2025 was primarily driven by the following:

Current wording

Cost of sales and cost of sales as a percentage of net sales were $8,801 million and 81.9%, respectively, during the nine months ended September 30, 2025, compared to $8,682 million and 81.5%, respectively, during the nine months ended September 30, 2024. The change in cost of sales for the nine months ended September 30, 2025 was primarily driven by the following:

Previous wording

•Fluctuations in foreign currencies resulted in a year-over-year increase in cost of sales of approximately $55 million, primarily due to the strengthening of the Euro, Thai Baht and British Pound, partially offset by the weakening of the Korean Won and Brazilian Real, in each case relative to the U.S. Dollar.

Current wording

•Fluctuations in foreign currencies resulted in a year-over-year increase in cost of sales of approximately $46 million, primarily due to the strengthening of the Euro and Thai Baht, partially offset by the weakening of the Korean Won and Brazilian Real, in each case relative to the U.S. Dollar.

Previous wording

•Tariff expense incurred partially offset by customer recoveries, increased cost of sales by approximately $15 million.

Current wording

•Tariff expense incurred, partially offset by customer recoveries, increased cost of sales by approximately $38 million.

Previous wording

Gross profit and gross margin were $1,279 million and 17.9%, respectively, during the six months ended June 30, 2025, compared to $1,329 million and 18.5%, respectively, during the six months ended June 30, 2024. The decrease in gross margin was primarily due to the factors discussed above.

Current wording

Gross profit and gross margin were $1,943 million and 18.1%, respectively, during the nine months ended September 30, 2025, compared to $1,965 million and 18.5%, respectively, during the nine months ended September 30, 2024. The decrease in gross margin was primarily due to the factors discussed above.

Previous wording

SG&A for the six months ended June 30, 2025 was $632 million as compared to $670 million for the six months ended June 30, 2024. SG&A as a percentage of net sales was 8.8% and 9.3% for the six months ended June 30, 2025 and 2024, respectively. The change in SG&A was primarily attributable to:

Current wording

SG&A for the nine months ended September 30, 2025 was $973 million as compared to $1,010 million for the nine months ended September 30, 2024. SG&A as a percentage of net sales was 9.1% and 9.5% for the nine months ended September 30, 2025 and 2024, respectively. The change in SG&A was primarily attributable to:

Previous wording

•Fluctuations in foreign currencies resulted in a year-over-year decrease in SG&A costs of approximately $24 million , primarily due to the strengthening of the Euro, Thai Baht and British Pound, partially offset by the weakening of the Korean Won and Brazilian Real, in each case relative to the U.S. Dollar.

Current wording

•Fluctuations in foreign currencies resulted in a year-over-year decrease in SG&A costs of approximately $12 million, primarily due to the strengthening of the Euro and Thai Baht, partially offset by the weakening of the Korean Won and Brazilian Real, in each case relative to the U.S. Dollar.

Previous wording

•Employee-related costs increased by $9 million primarily related to incentive compensation.

Current wording

•Employee-related and other administrative costs decreased by $10 million primarily related to incentive compensation.

Previous wording

•Research and Development (“R&D”) costs decreased by $12 million. R&D costs, net of customer reimbursements, were 5.1% and 5.2% of net sales for the six months ended June 30, 2025 and 2024, respectively.

Current wording

•Research and Development (“R&D”) costs decreased by $13 million. R&D costs, net of customer reimbursements, were 5.1% and 5.3% of net sales for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Restructuring expense was $48 million and $44 million for the six months ended June 30, 2025 and 2024, respectively, primarily related to employee termination benefits. Refer to Note 5, “Restructuring,” to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this report for more information.

Current wording

Restructuring expense was $71 million and $65 million for the nine months ended September 30, 2025 and 2024, respectively, primarily related to employee termination benefits. Refer to Note 5, “Restructuring,” to the Condensed Consolidated Financial Statements in Part 1, Item 1 of this report for more information.

Previous wording

In 2023, the Company announced a $130 million to $150 million restructuring plan to address structural costs primarily in its Foundational products businesses. During the six months ended June 30, 2025 and 2024, the Company recorded $8 million and $34 million, respectively, of restructuring costs related to this plan. The actions under this plan are complete.

Current wording

In 2023, the Company announced a $130 million to $150 million restructuring plan to address structural costs primarily in its Foundational products businesses. During the nine months ended September 30, 2025 and 2024, the Company recorded $8 million and $52 million, respectively, of restructuring costs related to this plan. The actions under this plan are complete.