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Avantor, Inc.

For the period ended Sep 30, 2026. Filed Oct 28, 2026.

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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.

Sep 30, 2026 · Filed Oct 28, 2026

AVTR$15.47+2.2%Stored close · as of Nov 6, 2026

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Notes to unaudited condensed consolidated financial statements

  1. Nature of operations and presentation of financial statements

We are a global manufacturer and distributor that provides products and services to customers in the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to SEC regulations whereby certain information normally included in GAAP financial statements has been condensed or omitted. The financial information presented herein reflects all adjustments (consisting only of normal, recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

We believe that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report. Those audited consolidated financial statements include a summary of our significant accounting policies.

Principles of consolidation

All intercompany balances and transactions have been eliminated from the financial statements.

Use of estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported throughout the financial statements. Actual results could differ from those estimates.

Segment reporting

Effective January 1, 2026, we revised our internal operating model and reporting structure and now operate and report our results throughtwo operating segments, which are also our reportable segments: Bioscience & Medtech Products and VWR Distribution & Services. This structure is consistent with how our Chief Executive Officer, who is our CODM, assesses performance and allocates resources. This segment change did not impact our consolidated operating results. Segment disclosures, including those for comparative periods presented, have been revised to conform to the current period presentation.

  1. New accounting standards

Disaggregation of Income Statement Expenses (DISE)

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), requiring additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

The amendments in this update are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of our pending adoption of this standard on our financial statements.

Environmental Credits and Environmental Credit Obligations

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations. The new standard provides recognition, measurement, presentation, and disclosure guidance for environmental credits and environmental credit obligations. The accounting for environmental credits depends on how the credits are obtained and their intended use, while the measurement of environmental credit obligations depends in part on whether the entity holds and expects to use environmental credits to settle the obligation.

The standard is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that the adoption of this standard will have on our financial statements.

Other

There were no other new accounting standards that we expect to have a material impact on our financial position or results of operations upon adoption.

  1. Earnings per share

The following table presents the reconciliation of basic and diluted earnings per share for the three and nine months ended September 30, 2026:

(in millions, except per share data) · Three months ended September 30, 2026 · Nine months ended September 30, 2026
Earnings (numerator) · Weighted average shares outstanding (denominator) · Earnings per share · Earnings (numerator) · Weighted average shares outstanding (denominator) · Earnings per share
Basic$203.4677.1$0.30$284.8676.3$0.42
Dilutive effect of stock-based awards—3.8—1.4
Diluted$203.4680.9$0.30$284.8677.7$0.42

The following table presents the reconciliation of basic and diluted loss per share for the three and nine months ended September 30, 2025:

(in millions, except per share data) · Three months ended September 30, 2025 · Nine months ended September 30, 2025
Loss (numerator) · Weighted average shares outstanding (denominator) · Loss per share · Loss (numerator) · Weighted average shares outstanding (denominator) · Loss per share
Basic$(711.8)681.7$(1.04)$(582.6)681.4$(0.86)
Dilutive effect of stock-based awards————
Diluted$(711.8)681.7$(1.04)$(582.6)681.4$(0.86)

Certain stock options and RSUs are not included in the diluted earnings (loss) per share calculation when the effect would have been anti-dilutive. The number of anti-dilutive shares excluded was 10.4 million and 18.9 million for the three and nine months ended September 30, 2026, respectively, and 15.5 million and 14.5 million for the three and nine months ended September 30, 2025, respectively.

  1. Segment financial information

Effective January 1, 2026, we revised our internal operating model and reporting structure and now operate and report our results throughtwo reportable segments: Bioscience & Medtech Products and VWR Distribution & Services. Segment disclosures, including those for comparative periods presented, have been revised to conform to the current period presentation.

Through these segments, we provide materials & consumables, equipment & instrumentation and services & specialty procurement to customers in the biopharmaceutical, healthcare, education & government and advanced technologies & applied materials industries.

Corporate costs are managed on a standalone basis, certain of which are allocated to our reportable segments.

Adjusted Operating Income is used by the CODM as the measure to evaluate segment profitability. The CODM uses this metric predominantly in the annual budget, forecasting and performance monitoring processes.

The following table presents information by reportable segment:

(in millions) · Three months ended September 30, · Nine months ended September 30,
2026 · 2025 · 2026 · 2025
Net sales:
Bioscience & Medtech Products$464.5$448.8$1,347.7$1,351.1
VWR Distribution & Services1,233.81,175.03,624.33,537.5
Total$1,698.3$1,623.8$4,972.0$4,888.6
Adjusted Operating Income:
Bioscience & Medtech Products$123.4$119.3$343.7$365.2
VWR Distribution & Services119.4132.0351.2421.5
Corporate(15.2)(14.0)(51.6)(54.4)
Total$227.6$237.3$643.3$732.3
(in millions)
Three months ended September 30, 2026Bioscience & Medtech ProductsVWR Distribution & ServicesCorporateTotal
Net sales$464.5$1,233.8$—$1,698.3
Adjusted cost of sales1242.1921.4—1,163.5
Adjusted operating expenses299.0193.015.2307.2
Adjusted Operating Income$123.4$119.4$(15.2)$227.6
Nine months ended September 30, 2026Bioscience & Medtech ProductsVWR Distribution & ServicesCorporateTotal
Net sales$1,347.7$3,624.3$—$4,972.0
Adjusted cost of sales1700.72,698.0—3,398.7
Adjusted operating expenses2303.3575.151.6930.0
Adjusted Operating Income$343.7$351.2$(51.6)$643.3
(in millions)
Three months ended September 30, 2025Bioscience & Medtech ProductsVWR Distribution & ServicesCorporateTotal
Net sales$448.8$1,175.0$—$1,623.8
Adjusted cost of sales1232.0865.2—1,097.2
Adjusted operating expenses297.5177.814.0289.3
Adjusted Operating Income$119.3$132.0$(14.0)$237.3
Nine months ended September 30, 2025Bioscience & Medtech ProductsVWR Distribution & ServicesCorporateTotal
Net sales$1,351.1$3,537.5$—$4,888.6
Adjusted cost of sales1690.22,582.5—3,272.7
Adjusted operating expenses2295.7533.554.4883.6
Adjusted Operating Income$365.2$421.5$(54.4)$732.3
  1. Adjusted cost of sales excludes $0.1 million of items that management evaluates separately from segment operating performance for the three months ended September 30, 2025, and $0.8 million and $0.4 million of such items for the nine months ended September 30, 2026 and September 30, 2025, respectively, primarily related to restructuring, severance and related impairment charges. A reconciliation of the measure of segment profit or loss to consolidated income before income taxes is presented below.

  2. Adjusted operating expenses exclude $88.1 million and $886.0 million of items that management evaluates separately from segment operating performance for the three months ended September 30, 2026 and September 30, 2025, respectively, and $281.7 million and $1,104.5 million of such items for the nine months ended September 30, 2026 and September 30, 2025, respectively, primarily related to amortization, a goodwill impairment charge in 2025, transformation expenses and restructuring, severance, and related impairment charges. A reconciliation of the measure of segment profit or loss to consolidated income before income taxes is presented below.

The following table presents depreciation and amortization by reportable segment:

(in millions) · Three months ended September 30, · Nine months ended September 30,
2026 · 2025 · 2026 · 2025
Bioscience & Medtech Products$49.0$46.3$147.4$135.5
VWR Distribution & Services56.358.2168.5171.4
Total$105.3$104.5$315.9$306.9

Information about our segments’ assets and capital expenditures is not disclosed because this information is not provided to our CODM.

The amounts above exclude inter-segment activity because it is not material. All of the net sales presented for each segment are from external customers.

The following table presents the reconciliation of Adjusted Operating Income, our measure of segment profit or loss, to Income (loss) before income taxes:

(in millions) · Three months ended September 30, · Nine months ended September 30,
2026 · 2025 · 2026 · 2025
Adjusted Operating Income$227.6$237.3$643.3$732.3
Amortization(75.5)(76.1)(227.1)(225.5)
Restructuring, severance, and related impairment charges1(8.1)(2.2)(47.2)(28.0)
Transformation expenses2—(13.7)—(49.5)
Reserve for certain legal matters, net3(1.3)(1.6)(4.7)(5.2)
Other4(3.2)(7.5)(3.5)(11.7)
Impairment charges5—(785.0)—(785.0)
Interest expense, net(39.9)(44.2)(122.2)(129.8)
Loss on extinguishment of debt(0.8)(0.2)(2.0)(0.2)
Other (expense) income, net6(0.8)3.7(1.9)(19.5)
Income (loss) before income taxes$98.0$(689.5)$234.7$(522.1)
  1. Reflects charges incurred during the period related to restructuring initiatives to increase profitability and productivity. Costs included in this caption consist of employee severance, site-exit and contract termination costs, and non-cash impairment charges on long-lived assets associated with site exits.

  2. Represents incremental expenses directly associated with the Company’s former cost transformation initiative, which concluded in 2025. These expenses are primarily related to the cost of external advisors.

  3. Represents other stock-based compensation expense (benefit) and certain other items that management evaluates separately from core operating performance. The 2025 periods also include a purchase price adjustment related to the 2024 sale of our Clinical Services business and $6.1 million of severance and transition costs associated with the replacement of our Chief Executive Officer.

  4. Represents the $785.0 million non-cash goodwill impairment charge recognized in the third quarter of 2025 related to the former Distribution reporting unit. Refer to note 7.

  5. Primarily relates to pension termination charges in 2025, returns on defined benefit plan assets, and net foreign currency gains and losses from financing activities. Refer to note 12.

The following table presents net sales by product category:

(in millions) · Three months ended September 30, · Nine months ended September 30,
2026 · 2025 · 2026 · 2025
Proprietary$907.9$855.6$2,621.6$2,579.1
Third-party790.4768.22,350.42,309.5
Total$1,698.3$1,623.8$4,972.0$4,888.6
  1. Supplemental disclosures of cash flow information

The following table presents supplemental disclosures of cash balances:

(in millions)September 30, 2026December 31, 2025
Cash and cash equivalents$464.3$365.4
Restricted cash classified as other assets2.92.9
Total$467.2$368.3
(in millions)Nine months ended September 30,
20262025
Cash flows from operating activities:
Cash paid for income taxes, net$60.9$115.7
Cash paid for interest, net, excluding financing leases134.1134.0
Cash paid for interest on finance leases1.01.2
Cash paid under operating leases35.131.2
Cash flows from financing activities:
Cash paid under finance leases$4.9$4.7
Noncash financing activities:
Noncash rollover of a portion of Euro term loan B-6 into Euro term loan B-7$373.1$—
  1. Inventory

The following table presents the components of inventory:

(in millions)September 30, 2026December 31, 2025
Merchandise inventory$512.9$499.4
Finished goods114.1102.3
Raw materials158.2151.8
Work in process69.664.7
Total$854.8$818.2
  1. Goodwill and other intangible assets

Goodwill

As described in note 1, effective January 1, 2026, we revised our internal operating model and reportable segment structure. As a result of this reorganization, the composition of our reporting units for purposes of goodwill impairment testing also changed. Our reporting units are now Life Sciences & Specialty Solutions, NuSil, VWR Distribution, and VWR Services. These reporting units comprise our Bioscience & Medtech Products and VWR Distribution & Services reportable segments.

In connection with this change, goodwill was reassigned to the revised reporting units as of January 1, 2026 using a relative fair value allocation approach. In accordance with our accounting policy, we evaluated goodwill for impairment immediately before and after the reassignment. No goodwill impairment was identified as a result of the reorganization, and the total carrying value of goodwill was unchanged.

The following table presents goodwill by our reportable segments as of January 1, 2026 (the effective date of the change):

(in millions)Bioscience & Medtech ProductsVWR Distribution & ServicesTotal
Goodwill, gross$2,123.8$3,686.9$5,810.7
Accumulated impairment losses(19.2)(804.6)(823.8)
Goodwill, net$2,104.6$2,882.3$4,986.9

Total goodwill did not change as a result of the January 1, 2026 reorganization. The only change in the carrying amount of goodwill during the nine months ended September 30, 2026 relates to the effects of foreign currency translation.

During the third quarter of 2025, we recognized a non-deductible, non-cash goodwill impairment charge of $785.0 million related to the former Distribution reporting unit. Effective January 1, 2026, the operations that previously comprised the Distribution reporting unit are included within the VWR Distribution reporting unit. No goodwill impairment charges were recognized during the nine months ended September 30, 2026.

We review goodwill for impairment annually on October 1, or more frequently if events or changes in circumstances indicate that goodwill may be impaired.

During the quarter ended March 31, 2026, we observed a sustained decline in our publicly quoted share price and market capitalization, which constituted a triggering event. Accordingly, management performed an interim goodwill impairment assessment for all of our reporting units.

We estimated the fair value of reporting units using a weighted average of two valuation methods based on a discounted cash flows method and a guideline public company method. These valuation methods required management to make various assumptions, including, but not limited to, future profitability, cash flows, revenues, gross margin, SG&A expenses, capital expenditures, investments in debt-free net working capital, discount rates, the weighting of valuation methods and the selection of comparable publicly traded companies. Changes in these assumptions could have resulted in materially different estimates of fair value.

No goodwill impairment was recorded for any reporting unit during the quarter ended March 31, 2026.

During the quarter ended September 30, 2026, we evaluated whether any events or changes in circumstances had occurred that would indicate that the carrying value of goodwill may not be recoverable. Based on this assessment, no triggering events or impairment indicators were identified, and accordingly, no interim goodwill impairment assessment was required during the quarter.

We will continue to monitor internal and external factors, including trends in our share price and market capitalization, macroeconomic conditions, and operating performance. If market conditions deteriorate further, including continued declines in market capitalization or reductions to financial projections for the VWR Distribution reporting unit, a material non‑cash goodwill impairment charge could be required in a future reporting period.

Other intangible assets

The following table presents the components of other intangible assets:

(in millions) · September 30, 2026 · December 31, 2025
Gross value · Accumulated amortization and impairment1 · Carrying value · Gross value · Accumulated amortization and impairment1 · Carrying value
Customer relationships$4,852.0$2,329.6$2,522.4$4,915.0$2,172.7$2,742.3
Trade names362.5283.579.0366.8272.993.9
Other636.9398.3238.6641.6376.3265.3
Total finite-lived$5,851.4$3,011.42,840.0$5,923.4$2,821.93,101.5
Indefinite-lived92.392.3
Total$2,932.3$3,193.8
  1. As of September 30, 2026 and December 31, 2025, accumulated impairment losses on Customer relationships were $65.9 million and on Other were $40.5 million, totaling $106.4 million.

  2. Commitments and contingencies

Our business involves commitments and contingencies related to compliance with environmental laws and regulations, the manufacture and sale of products and litigation. The ultimate resolution of contingencies is subject to significant uncertainty, and it is reasonably possible that contingencies could be decided unfavorably against us.

Environmental laws and regulations

Our environmental liabilities are subject to changing governmental policy and regulations, discovery of unknown conditions, judicial proceedings, method and extent of remediation, existence of other potentially responsible parties and future changes in technology. We believe that known and unknown environmental matters, if not resolved favorably, could have a material effect on our financial position, liquidity and profitability. Matters to be disclosed are as follows:

The New Jersey Department of Environmental Protection has ordered us to remediate groundwater conditions near our plant in Phillipsburg, New Jersey. At September 30, 2026, our accrued obligation under this order is $2.1 million, which is calculated based on expected cash payments discounted at rates ranging from 4.5% to 5.7% between 2026 and 2045. The undiscounted amount of that obligation is $3.3 million. We are indemnified against any losses incurred in this matter as stipulated through the agreement and guaranty referenced in our Annual Report.

In 2016, we assessed the environmental condition of our chemical manufacturing site in Gliwice, Poland. Our assessment revealed specific types of soil and groundwater contamination throughout the site. We are also monitoring the condition of a closed landfill on that site. These matters are not covered by our indemnification arrangement because they relate to an operation we subsequently acquired. At September 30, 2026, our balance sheet includes a liability of $0.9 million for remediation and monitoring costs. That liability is estimated primarily on discounted expected remediation payments and is not materially different from its undiscounted amount.

Manufacture and sale of products

Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we produce ourselves or obtain from our suppliers, as well as from the services we provide. Our exposure to such claims may increase to the extent that we expand our manufacturing operations or service offerings.

We maintain insurance policies to protect us against these risks, including product liability insurance. In many cases the suppliers of products we distribute have indemnified us against such claims. Our insurance coverage or indemnification agreements with suppliers may not be adequate in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our suppliers and our suppliers’ insurers, as well as legal enforcement under the local laws governing the arrangements.

We have entered into indemnification agreements with customers of our self-manufactured products to protect them from liabilities and losses arising from our negligence, willful misconduct or sale of defective products. To date, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.

Litigation

The Company and certain current and former officers and directors were named as defendants in two putative securities class action lawsuits filed in the U.S. District Court for the Eastern District of Pennsylvania on October 30, 2025, and November 25, 2025, respectively. The cases were subsequently consolidated and transferred to the U.S. District Court for the District of Delaware, styled as In re Avantor, Inc. Securities Litigation. Lead plaintiffs filed an amended consolidated complaint on April 24, 2026. The amended complaint alleges violations of Sections 10(b), 20(a), and 20A of the Securities Exchange Act and Rule 10b-5 related to alleged misleading or false statements concerning Avantor’s competitive position, goodwill, and various aspects of the Company’s business, organization, operations, and management. The amended complaint seeks unspecified damages, attorneys’ fees, and other relief. On July 9, 2026, defendants filed a motion to dismiss. Plaintiffs filed their opposition to our motion on September 23, 2026. Defendants’ reply is due on November 12, 2026. The Company disputes the claims and intends to vigorously defend against them.

Two related shareholder derivative cases, Murray v. Stubblefield et al. and Huston v. Stubblefield, et al., were also filed by Avantor shareholders, putatively on behalf of the Company against certain current and former officers and directors. The derivative cases have also since been consolidated before the U.S. District Court for the District of Delaware, styled as In re Avantor, Inc. Shareholder Derivative

Litigation, and purport to assert claims based on similar allegations against the individual defendants for alleged violations of Section 14(a) of the Securities Exchange Act and Rule 14a-9, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste. The complaints seek damages from the individual defendants, attorneys’ fees, and other relief. This litigation has been stayed pending the outcome of the motion to dismiss in In re Avantor, Inc. Securities Litigation.

At this time, the outcome of these matters cannot be predicted. Management does not believe a loss is probable and, therefore, cannot reasonably estimate the possible loss or range of loss, if any, at this time.

As of September 30, 2026, there are no outstanding litigation or unasserted matters that we believe will result in material losses.

  1. Debt

The following table presents information about our debt:

(dollars in millions) · September 30, 2026 · December 31, 2025
Interest terms · Rate · Amount
Senior secured credit facilities:
Euro term loans B-6EURIBOR plus 2.50%—%$—$645.2
Euro term loans B-7EURIBOR plus 2.00%4.283%423.7—
Euro term loans A-1EURIBOR plus 1.50%3.783%442.7469.2
3.875% unsecured notesfixed rate3.875%800.0800.0
3.875% Euro unsecured notesfixed rate3.875%454.0469.2
4.625% unsecured notesfixed rate4.625%1,550.01,550.0
Finance lease liabilities24.626.9
Other4.77.4
Total debt, gross3,699.73,967.9
Less: unamortized deferred financing costs(15.9)(21.6)
Total debt$3,683.8$3,946.3
Classification on balance sheets:
Current portion of debt$35.0$30.8
Debt, net of current portion3,648.83,915.5

Interest expense, net includes gross interest income of $10.2 million and $11.9 million for the three months ended September 30, 2026 and 2025, respectively, and $31.0 million and $30.8 million for the nine months ended September 30, 2026 and 2025, respectively. This interest income primarily relates to our cross-currency swaps discussed in note 14 and does not reflect the related interest expense on those swaps. After deducting the related interest expense, net interest income from the swaps was $1.7 million and $2.0 million for the three months ended September 30, 2026 and 2025, respectively, and $5.4 million and $7.6 million for the nine months ended September 30, 2026 and 2025, respectively.

Credit facilities

The following table presents availability under our revolving credit facility:

(in millions)September 30, 2026
Capacity$1,400.0
Undrawn letters of credit outstanding(20.1)
Unused availability$1,379.9

In October 2025, we amended the revolving credit facility to increase its funding limit to $1,400.0 million and extended the term to October 9, 2030. We capitalized $3.8 million of fees in connection with this transaction.

Senior secured credit facilities

On September 30, 2026, the senior secured credit facilities consisted of a $1,400.0 million revolving credit facility that matures on October 9, 2030, a $423.7 million term loan facility that matures on October 9, 2032, and a $442.7 million term loan facility that matures on October 9, 2030. The term loans bear interest at variable rates based on EURIBOR plus 200 basis points and EURIBOR plus 150 basis points, respectively. The revolving credit facility allows us to issue letters of credit and short-term notes. Borrowings under the facilities are guaranteed by substantially all of our domestic subsidiaries and are secured by substantially all of their assets. The margin on the revolving credit facility is subject to reduction upon the achievement of certain net leverage ratios. Various other immaterial fees are payable under the facilities.

In October 2025, we completed a refinancing transaction that established the current senior secured credit facility structure described above. The proceeds from the transaction, together with cash on hand, were used to repay our outstanding U.S. dollar term loans B-6, Euro term loans B-4 and B-5, the remaining 2.625% secured notes, and the receivables facility. In connection with this transaction, we capitalized $8.0 million of debt issuance costs and expensed $4.4 million of fees.

During the quarter ended September 30, 2026, we did not make any prepayments on our term loans. During the nine months ended September 30, 2026, we made prepayments of $204.9 million on our Euro term loans B-6. As a result of this prepayment, we expensed $1.2 million of previously unamortized deferred financing costs as a loss on extinguishment of debt.

On July 14, 2026, we amended our existing credit agreement to reprice the Euro term loan B-6 under our senior secured credit facilities through the repayment of the existing Euro term loan B-6 and the issuance of a new Euro term loan B-7 tranche. Pursuant to the amendment, the Euro term loan B-7 bears interest at EURIBOR plus a spread of 2.00% per annum, compared with EURIBOR plus a spread of 2.50% per annum for the repaid Euro term loan B-6. The principal amount outstanding under the Euro term loan B-6 immediately before the amendment was $427.1 million, and the principal amount outstanding under the Euro term loan B-7 immediately after the amendment was $427.1 million. The Euro term loan B-7 has the same final maturity date as the repaid Euro term loan B-6, October 9, 2032. Costs incurred in connection with the amendment were not material.

Debt covenants

Our debt agreements include representations and covenants that we believe are usual and customary. The credit facility includes a leverage-based financial maintenance covenant and a consolidated interest coverage ratio financial maintenance covenant, each of which is subject to customary definitions, adjustments and exclusions. As of September 30, 2026, our net leverage and consolidated interest coverage ratio were within the covenant requirements.

The credit facility also requires additional mandatory prepayments upon the occurrence of certain events, including (i) the generation of excess cash flow, as defined, at specified percentages that decrease upon achievement of certain net leverage ratio thresholds, and (ii) the receipt of cash proceeds from certain asset dispositions or debt issuances, each subject to customary exceptions. No mandatory prepayments have been required or made under these provisions since the inception of the credit facilities.

  1. Accumulated other comprehensive income (loss)

The following table presents changes in the components of AOCI:

(in millions)Foreign currency translationDerivative instrumentsDefined benefit plansTotal
Balance at June 30, 2026$(67.8)$—$12.6$(55.2)
Unrealized (loss) gain(8.3)1.7(0.8)(7.4)
Reclassification of gain into earnings—(1.7)—(1.7)
Change due to income taxes(12.4)—0.2(12.2)
Balance at September 30, 2026$(88.5)$—$12.0$(76.5)
Balance at June 30, 2025$(23.8)$0.1$13.3$(10.4)
Unrealized (loss) gain(11.5)1.9(0.4)(10.0)
Reclassification of gain into earnings—(2.0)—(2.0)
Change due to income taxes(1.2)——(1.2)
Balance at September 30, 2025$(36.5)$—$12.9$(23.6)
Balance at December 31, 2025$(31.0)$—$14.1$(16.9)
Unrealized (loss) gain(45.3)5.4(2.7)(42.6)
Reclassification of gain into earnings(0.2)(5.4)—(5.6)
Change due to income taxes(12.0)—0.6(11.4)
Balance at September 30, 2026$(88.5)$—$12.0$(76.5)
Balance at December 31, 2024$(177.4)$0.2$(6.8)$(184.0)
Unrealized gain116.47.42.8126.6
Reclassification of (gain) loss into earnings—(7.6)17.39.7
Change due to income taxes24.5—(0.4)24.1
Balance at September 30, 2025$(36.5)$—$12.9$(23.6)

The reclassification effects shown above were immaterial to the financial statements and were recorded in cost of sales, SG&A expense, other (expense) income, net, or interest expense, net, depending upon the nature of the underlying transaction. The income tax effects related to foreign currency translation were primarily attributable to our net investment hedges for the three and nine months ended September 30, 2026 and 2025, including our cross‑currency swap arrangements and foreign-currency-denominated debt instruments designated as net investment hedges, as discussed in note 14.

  1. Stock-based compensation

The following table presents the components of stock-based compensation expense:

(in millions) · Classification · Three months ended September 30, · Nine months ended September 30,
2026 · 2025 · 2026 · 2025
Stock optionsEquity$2.0$3.0$5.4$7.8
RSUsEquity9.64.129.927.5
OtherBoth0.90.21.2(0.2)
Total$12.5$7.3$36.5$35.1
Award classification:
Equity$11.9$7.4$36.1$36.2
Liability0.6(0.1)0.4(1.1)

At September 30, 2026, unvested awards have remaining expense of $75.0 million to be recognized over a weighted average period of 1.4 years.

Stock options

The following table presents information about outstanding stock options:

(options and intrinsic value in millions)Number of optionsWeighted average exercise price per optionAggregate intrinsic valueWeighted average remaining term
Balance at December 31, 202511.7$21.18
Granted6.910.81
Exercised(0.8)13.19
Forfeited(7.9)20.41
Balance at September 30, 20269.9$15.03$23.97.3 years
Expected to vest6.211.5622.99.3 years
Vested3.720.811.04.0 years

During the nine months ended September 30, 2026, we granted stock options with a ten-year contractual life that vest annually over three years, as specified in the underlying grant agreements, subject to the recipient’s continuous service throughout the vesting period.

RSUs

The following table presents information about unvested RSUs:

(awards in millions)Number of awardsWeighted average grant date fair value per award
Balance at December 31, 20256.7$17.88
Granted5.99.27
Vested(2.0)18.05
Forfeited(1.6)14.27
Balance at September 30, 20269.0$11.94

During the nine months ended September 30, 2026, we granted RSUs that vest annually overone tothree years, as specified in the terms of the underlying grant agreements, subject to the recipient’s continuous service throughout the vesting period.

Certain of those awards contain performance and market conditions that impact the number of shares that will ultimately vest. We recorded expense related to RSUs containing performance or market conditions of $0.6 million and $(5.4) million for the three months ended September 30, 2026 and September 30, 2025, respectively, and $0.4 million and $1.6 million for the nine months ended September 30, 2026 and September 30, 2025, respectively. The expense reversal for the three months ended September 30, 2025 was primarily driven by the significant forfeiture of awards following the departure of certain executives.

  1. Other income or expense, net

The following table presents the components of other income or expense, net:

(in millions) · Three months ended September 30, · Nine months ended September 30,
2026 · 2025 · 2026 · 2025
Net foreign currency (loss) gain from financing activities$(0.3)$1.5$(0.4)$(5.6)
(Expense) income related to defined benefit plans(0.5)1.5(1.6)(16.3)
Other—0.70.12.4
Other (expense) income, net$(0.8)$3.7$(1.9)$(19.5)

Other income or expense for the nine months ended September 30, 2026 primarily relates to net periodic benefit cost associated with our defined benefit plans, including expected returns on plan assets, and net foreign currency losses from financing activities. For the nine months ended September 30, 2025, other income or expense primarily related to pension termination costs and the expected returns on defined benefit plan assets.

As described in our Annual Report, we approved the termination of one of our two U.S. pension plans during 2024. The pension liability was fully settled in the first quarter of 2025, primarily through the purchase of annuity contracts totaling $97.7 million. As a result of the settlement, we recorded $16.3 million of pension termination costs for the nine months ended September 30, 2025 , which were primarily recognized in other income or expense.

  1. Income taxes

The following table presents the relationship between income tax benefit (expense) and income (loss) before income taxes:

(in millions) · Three months ended September 30, · Nine months ended September 30,
2026 · 2025 · 2026 · 2025
Income (loss) before income taxes$98.0$(689.5)$234.7$(522.1)
Income tax benefit (expense)105.4(22.3)50.1(60.5)
Effective income tax rate(107.6)%(3.2)%(21.3)%(11.6)%

The interim income tax provision or benefit is based upon the estimated income for the full year. The composition of income in different countries and any adjustments recorded in the applicable quarterly periods influence our interim income tax provision or benefit.

The relationship between pre-tax income and income tax expense is affected by the impact of losses for which we cannot claim a tax benefit, non-deductible expenses and other items that increase tax expense without a relationship to income, such as withholding taxes and changes with respect to uncertain tax positions.

The change in the effective tax rate for the three and nine months ended September 30, 2026, compared with the three and nine months ended September 30, 2025, was primarily attributable to a discrete tax benefit of approximately $129.1 million recognized in connection with an internal reorganization completed during the third quarter of 2026.

  1. Derivative and hedging activities

Hedging instruments:

We engage in hedging activities to reduce our exposure to foreign currency exchange rates and interest rates. Our hedging activities are designed to manage specific risks according to our strategies, as summarized below, which may change from time to time. Our hedging activities consist of the following:

Economic hedges —We are exposed to changes in foreign currency exchange rates on certain of our euro-denominated term loans and notes that move inversely from our portfolio of euro-denominated intercompany loans. The currency effects for these nonderivative instruments are recorded through earnings in the period of change and substantially offset one another;

Other hedging activities —Certain of our subsidiaries hedge short-term foreign-currency-denominated business transactions, external debt and intercompany financing transactions using foreign currency forward contracts. These activities were not material to our consolidated financial statements.

Cash flow hedges of interest rate risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

For derivatives that are designated and qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an immaterial amount will be reclassified as an increase to interest expense.

During the quarter ended December 31, 2025, the hedging relationship for the $100.0 million interest rate swap became ineffective because the forecasted transaction was deemed no longer probable of occurring. As a result, hedge accounting was discontinued, and an immaterial gain was reclassified from AOCI into earnings. Following the discontinuation of hedge accounting, we terminated the interest rate swap and received an immaterial amount of cash proceeds.

As of September 30, 2026, we had no outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk.

For all periods presented, the effects of cash flow hedge accounting on AOCI and the statements of operations were immaterial.

Net investment hedges

We are exposed to foreign currency exchange rate fluctuations on the investments we hold in foreign entities, specifically related to the risk of changes in the EUR-USD exchange rates affecting our net investment in EUR-functional-currency consolidated subsidiaries.

For derivatives designated as net investment hedges, gains and losses are recorded in AOCI as part of the cumulative translation adjustment. These amounts are reclassified from AOCI into earnings only when the hedged net investment is sold or substantially liquidated.

As of September 30, 2026, we had the following outstanding foreign currency derivatives that were used to hedge a portion of our net investment in foreign operations:

(value in millions)
Foreign currency derivativeNumber of instrumentsNotional soldNotional purchased
Cross-currency swaps3€732.1$750.0

We previously held a cross-currency swap with a notional amount of $750.0 million, which was scheduled to mature in April 2025. In April 2025, prior to maturity, we executed a transaction to amend and extend the original swap. The liability position of the original cross-currency swap was blended and rolled into three separate cross-currency swap agreements, each with a notional amount of $250.0 million, maturing in April 2027, April 2028, and April 2029, respectively.

Our cross-currency swaps involve the receipt of functional-currency fixed-rate amounts from a counterparty in exchange for making foreign-currency fixed-rate payments over the life of the agreement.

Effect of net investment hedges on AOCI and the income statement

The table below presents the effect of our net investment hedges on AOCI and the statement of operations for the three and nine months ended September 30, 2026 and September 30, 2025.

Effect of Net Investment Hedges on AOCI and the Income Statement
(in millions)
Hedging relationships · Amount of gain or (loss) recognized in OCI on Derivative · Location of gain or (loss) recognized in income on Derivative (amount excluded from effectiveness testing) · Amount of gain or (loss) recognized in income on Derivative (amount excluded from effectiveness testing)
September 30, · September 30,
2026 · 2025 · 2026 · 2025
Three months ended:
Cross-currency swaps$7.3$6.8Interest expense, net$1.7$1.9
Total$7.3$6.8$1.7$1.9
Nine months ended:
Cross-currency swaps$29.8$(93.9)Interest expense, net$5.2$7.2
Total$29.8$(93.9)$5.2$7.2

The table below presents the fair value of our derivative financial instruments as well as their classification on the balance sheet as of September 30, 2026 and December 31, 2025:

Derivative liabilities
September 30, 2026December 31, 2025
(in millions)Balance sheet locationFair valueBalance sheet locationFair value
Derivatives designated as hedging instruments:
Foreign exchange productsOther current liabilities(81.5)Other current liabilities(106.1)
Total$(81.5)$(106.1)

Nonderivative financial instruments designated as hedging instruments:

We use certain euro-denominated debt instruments as nonderivative hedges of our net investment in certain European operations. During the nine months ended September 30, 2026, we periodically adjusted the debt instruments and principal amounts designated in these hedging relationships in connection with changes in our debt portfolio and foreign currency exposures. As of September 30, 2026, €400.0 million of our outstanding 3.875% senior Euro unsecured notes, €385.0 million of our Euro Term Loan A-1 and €8.1 million of our Euro Term Loan B-7 were designated as nonderivative net investment hedges.

For instruments that are designated and qualify as net investment hedges, foreign currency transaction gains or losses on the foreign-currency-denominated debt instruments are recorded as a component of AOCI. Net investment hedge effectiveness is assessed based on changes in the spot rate of the foreign-currency-denominated debt instruments. The critical terms of the designated debt instruments match the corresponding portions of the net investments being hedged. For all periods presented, the net investment hedges were considered fully effective.

The accumulated gain related to the foreign-currency-denominated debt instruments designated as net investment hedges, classified within the foreign currency translation adjustment component of AOCI, was $28.9 million and $3.0 million as of September 30, 2026 and December 31, 2025, respectively.

The gains related to the foreign-currency-denominated debt instruments designated as net investment hedges, classified within the foreign currency translation adjustment component of other comprehensive income or loss for the three and nine months ended September 30, 2026 and 2025, are presented below:

(in millions) · Three months ended September 30, · Nine months ended September 30,
2026 · 2025 · 2026 · 2025
Net investment hedges$(5.0)$—$(25.9)$—
  1. Financial instruments and fair value measurements

Our financial instruments include cash and cash equivalents, accounts receivable, accounts payable and debt.

Assets and liabilities for which fair value is only disclosed

The carrying amount of cash and cash equivalents was the same as its fair value and is a Level 1 measurement. The carrying amounts for trade accounts receivable and accounts payable approximated fair value due to their short-term nature and are Level 2 measurements.

The following table presents the gross amounts, which exclude unamortized deferred financing costs, and the fair values of debt instruments:

(in millions) · September 30, 2026 · December 31, 2025
Gross amount · Fair value · Gross amount · Fair value
Senior secured credit facilities:
Euro term loans B-6$—$—$645.2$652.0
Euro term loans B-7423.7426.6——
Euro term loans A-1442.7442.7469.2445.5
3.875% unsecured notes800.0749.0800.0765.9
3.875% Euro unsecured notes454.0453.2469.2470.2
4.625% unsecured notes1,550.01,512.01,550.01,542.2
Finance lease liabilities24.624.626.926.9
Other4.74.77.47.4
Total$3,699.7$3,612.8$3,967.9$3,910.1

The fair values of debt instruments are based on standard pricing models that take into account the present value of future cash flows, and in some cases private trading data, which are Level 2 measurements.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.