Financial Information and Accounting Policies

9 Months Ended

Sep. 30, 2025

Financial Information and Accounting Policies

In our opinion, the consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") applicable to interim period financial statements and reflect all adjustments necessary for a fair statement of results of operations for the three and nine months ended September 30, 2025 and 2024, cash flows for the nine months ended September 30, 2025 and 2024, changes in equity for the three and nine months ended September 30, 2025 and 2024, and our financial positions as of September 30, 2025 and December 31, 2024. All such adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the Notes. The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results of operations for the full year. The consolidated balance sheet as of December 31, 2024 was audited by our independent registered public accountants. Our accounting policies are set forth in detail in Note 1 to the consolidated financial statements included with our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 2024 (the "2024 Form 10-K").

India Held for Sale Business

In July 2025, the Board of Directors approved a plan to divest the Company’s commercial business in India in response to ongoing commercial challenges in the country. The sale process is underway and is expected to conclude within the next twelve months; and, therefore, the assets related to this business are classified as held for sale beginning in the third quarter of 2025. The business does not qualify for recognition as discontinued operations and will continue to be presented in the Company’s reported GAAP results until a transaction is completed.

Total adjustment - approximately $510 million

The assets associated with the India commercial business held a carrying value of approximately $960 million at June 30, 2025. We evaluated the fair value of the assets associated with the business and determined the estimated fair value less costs to sell to be $450 million. Accordingly, we recorded $510 million of charges and write-downs in the third quarter of 2025 as a result of one-time commercial actions to prepare the India business for sale and an asset impairment charge in accordance with the held-for-sale accounting standards. This adjustment was reflected across multiple income statement line items.

•Operating results, substantially pre-sale commercial adjustments ($282.2 million): These one-time actions commenced during the period included product returns and pricing changes designed to (1) accelerate receivables collection, (2) optimize the working capital mix of receivables and inventory, and (3) address contemporaneous changes in local indirect taxation. These adjustments impacted both the Revenue and Cost of sales and services line items on the consolidated statement of income (loss), resulting in revenue charges for the India business in the third quarter of 2025. The $282 million is made up of revenue charges of $419 million, a credit to cost of sales of $144 million and selling, general and administrative charges of $7 million.

•Asset impairment ($226.8 million): Following the commercial adjustments, we evaluated the remaining carrying value of the net assets associated with the business. The difference between the adjusted carrying value and the estimated fair value, less costs to sell, was recorded as an asset impairment, reflected within the Restructuring and Other Charges line item on the consolidated statement of income (loss).

Balance sheet impact - The combination of commercial adjustments and impairment resulted in a write-down of the net assets identified as held for sale to $450 million, as presented on the consolidated balance sheet as of September 30, 2025.

The table below summarizes the assets and liabilities classified as held for sale in the consolidated balance sheet:


(in millions)	September 30, 2025
Trade receivables, net of allowance of $3.6 million	$	563.6
Inventories	136.9
Prepaid and other current assets (1)	178.4
Property, plant and equipment, net	9.2
Goodwill	163.1
Other assets	2.1
Impairment on assets held for sale	(226.8)
Assets held for sale	$	826.5

Accounts payable, trade and other	$	5.1
Accrued and other liabilities	294.7
Accrued customer rebates	76.7
Liabilities held for sale	$	376.5

Net assets held for sale	$	450.0

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(1)Primarily consists of the refund asset for the expected recovery of products from customers, which is recorded in connection with our estimated sales return liability.

GSS Divestiture

On November 1, 2024, we completed the sale of our Global Specialty Solutions ("GSS") business to Environmental Science US, LLC d/b/a Envu ("Envu") and received proceeds, net of the preliminary working capital adjustment, of approximately $340 million. During the second and third quarters of 2025, certain foreign assets, consisting primarily of working capital balances, were transferred to Envu as a result of local timing constraints at the time of the sale. We received consideration for the foreign assets, which were not material, at closing of the sale in 2024 and no additional consideration was received at the date of transfer.