MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the financial condition and results of operations of Qnity Electronics, Inc. ("Qnity," the "Company," "we," "our" and "us"). Management's discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the unaudited interim Consolidated Financial Statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (the "Quarterly Report") and the audited Financial Statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026 (the "Annual Report") to enhance the understanding of the Company's operations and present business environment. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as in "Risk Factors" in the Annual Report. Carefully read the information under "Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report. Qnity assumes no obligation to update any of these forward-looking statements except as required by law. Actual results may differ materially from those contained in any forward-looking statements.
OVERVIEW
We are one of the largest global leaders in materials and solutions for the semiconductor and electronics industries. We empower our customers' technology roadmaps to enable advancements in megatrends such as artificial intelligence ("AI"), high-performance computing and advanced connectivity. We partner with leading semiconductor and advanced device manufacturers to address complex challenges and develop solutions that facilitate next-generation technological innovations. With over 50 years of experience in systems engineering and material science, a global manufacturing footprint, and major application labs across the world, we are well-positioned to capitalize on emerging opportunities across various sectors including transportation, data centers, consumer and personal electronics and aerospace and defense.
We are organized into two operating segments:
•Semiconductor Technologies: Our Semiconductor Technologies segment provides a portfolio of innovative materials and solutions utilized across multiple stages of the semiconductor manufacturing process. These advanced materials are qualified into customers' roadmaps, designed to improve chip performance, enhance yield, and enable leading-edge node technology.
•Interconnect Solutions: Our Interconnect Solutions segment offers a comprehensive range of best-in-class material solutions that address the evolving complexities of signal integrity, thermal and power management and advanced packaging. These solutions are integral for advanced electronics hardware, including complex printed circuit boards and advanced semiconductor packaging.
Our broad portfolio of solutions and materials across both Semiconductor Technologies and Interconnect Solutions segments positions us as a comprehensive solutions provider for our customers. We are often the partner of choice due to our strong innovation capabilities and extensive materials and engineering expertise. In a fast-paced electronics industry, our customers' needs are highly performance-driven and our long-standing relationships and strong renewal rates demonstrate our commitment to delivering excellence in a demanding market.
Macroeconomic Environment
Ongoing developments in U.S. and foreign policy, including uncertainty regarding tariffs on product imports, have heightened global trade tensions and increased macroeconomic and geopolitical uncertainty. To date the conflict in the Middle East has not materially impacted our financial condition, however, the conflict has increased disruption, instability and volatility in markets globally, and if it intensifies or expands could adversely affect our economic condition, supply chains and/or energy prices. The global nature of our business exposes us and our customers to risks arising from these conditions, including disruptions in the availability and pricing of raw materials, shipping logistics challenges, disruptions in global energy markets, fuel price increases, potential retaliatory actions by other countries, rising interest rates, and broader impacts on economic conditions, which could affect our financial condition, liquidity, or results of operations. These factors may reduce demand for our products, impair our competitiveness-particularly relative to locally or domestically sourced alternatives-harm customer relationships, and/or decrease profitability, any of which could adversely affect our business, financial condition, and results of operations. While we have meaningful exposure to global trade dynamics, our local-for-local sourcing of raw materials helps limit our exposure to tariff-related risks and shipping logistics. However, these actions may not fully mitigate the impact of prolonged or escalating geopolitical or trade disruptions.
Recent Developments
Senior Secured Term Loan Facility
On July 1, 2026 (the "Repricing Closing Date"), we entered into the first amendment to the Credit Agreement, as defined in Note 12 to the unaudited interim Consolidated Financial Statements in this Quarterly Report (the "First Amendment"). The First Amendment reduced the applicable margin on term SOFR borrowings under the Senior Secured Term Loan Facility from 2.00% to 1.75% (and in the case of base rate loans, from 1.00% to 0.75%), with no material changes to principal, maturity, amortization, or covenant structure. In connection with the repricing, the repriced borrowings under the Senior Secured Term Loan Facility are subject to a 1.00% premium on certain prepayments, repayments, and amendments constituting a "Repricing Event" occurring on or prior to the date that is six (6) months after the Repricing Closing Date. We analyzed the changes of the First Amendment on a lender-by-lender basis and determined that the transaction would primarily be accounted for as a modification, with a portion of it accounted for as debt extinguishment and corresponding new debt issuance. As a result, we recognized a loss on extinguishment of $3 million in the third quarter of 2026, primarily related to unamortized debt issuance costs related to the portion of the Senior Secured Term Loan Facility that was extinguished.
As part of the First Amendment, the majority of the Senior Secured Term Loan Facility lenders decided to roll over their loan balances immediately preceding the repricing, while certain lenders elected to be repaid and reassign all or a portion of their loan balances. On July 1, 2026, approximately $1,978 million of the outstanding principal was rolled over as a non-cash financing activity. The remaining approximately $360 million of the outstanding principal balance was repaid and subsequently reissued.
In connection with the First Amendment, we incurred $2 million of third-party fees in the third quarter of 2026. Fees attributable to the modified debt were expensed as incurred and recorded within Other income (expense) - net, in our unaudited interim consolidated statement of operations during the three months ended September 30, 2026. Fees attributable to the issuance of new debt were capitalized as debt issuance costs. Capitalized debt issuance costs associated with the new debt issuance were less than $1 million.
The First Amendment is expected to reduce annual cash interest expense by approximately $6 million.
Share Repurchase Authorization
On February 20, 2026, our Board of Directors approved a share repurchase authorization of up to $500 million of common stock (the "$500M Authorization"). Under the $500M Authorization, repurchases of common stock may be effected from time to time, either on the open market (including pre-set trading plans) or other transactions in accordance with applicable securities laws. The $500M Authorization has no expiration date and will terminate once the authorized amount of shares have been repurchased and retired or when terminated by our Board of Directors. The timing and amount of repurchases under the program will depend on a variety of factors. During the three months ended September 30, 2026, we repurchased 180,563 shares under the $500M Authorization for $25 million at an average share price of $138.44 per share. During the nine months ended September 30, 2026, we repurchased 583,251 shares under the $500M Authorization for $75 million at an average share price of $128.55 per share. All shares repurchased under the $500M Authorization have been retired. As of September 30, 2026, the aggregate amount of common stock remaining for repurchase under the $500M Authorization was $425 million.
Transformation Plan
In February 2026, we launched a multi-year transformation plan, designed to strengthen operational productivity, enhance commercial and innovation excellence and optimize our presence in key markets. Costs incurred under this plan primarily comprise external consulting and separation services, severance, asset-related charges, and program-related operating costs. The transformation plan does not represent a company-wide restructuring event; rather, it consists of a series of discrete initiatives, including separation-related activities, integration efforts, and productivity programs.
RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Sales Results
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|
In millions
|
2026
|
2025
|
2026
|
2025
|
|
Net sales
|
$
|
1,556
|
|
$
|
1,276
|
|
$
|
4,300
|
|
$
|
3,564
|
|
The following table summarizes sales variances by segment and geographic region from the prior year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Variances by Segment and Geographic Region
|
|
Percentage change from prior year
|
Three Months Ended September 30, 2026
|
Nine Months Ended September 30, 2026
|
Local Price
& Product Mix
|
Currency
|
Volume
|
Portfolio & Other
|
Total
|
Local Price
& Product Mix
|
Currency
|
Volume
|
Portfolio & Other
|
Total
|
|
Semiconductor Technologies
|
-
|
%
|
(1)
|
%
|
16
|
%
|
-
|
%
|
15
|
%
|
(1)
|
%
|
(1)
|
%
|
16
|
%
|
-
|
%
|
14
|
%
|
|
Interconnect Solutions
|
-
|
|
1
|
|
29
|
|
-
|
|
30
|
|
-
|
|
2
|
|
27
|
|
-
|
|
29
|
|
|
Total
|
-
|
%
|
-
|
%
|
22
|
%
|
-
|
%
|
22
|
%
|
-
|
%
|
-
|
%
|
21
|
%
|
-
|
%
|
21
|
%
|
|
Americas 1
|
1
|
%
|
-
|
%
|
23
|
%
|
-
|
%
|
24
|
%
|
-
|
%
|
-
|
%
|
20
|
%
|
-
|
%
|
20
|
%
|
|
EMEA 2
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
2
|
|
5
|
|
-
|
|
6
|
|
|
Asia Pacific
|
-
|
|
-
|
|
24
|
|
-
|
|
24
|
|
-
|
|
-
|
|
22
|
|
-
|
|
22
|
|
|
Total
|
-
|
%
|
-
|
%
|
22
|
%
|
-
|
%
|
22
|
%
|
-
|
%
|
-
|
%
|
21
|
%
|
-
|
%
|
21
|
%
|
1.Includes United States, Canada, and Latin America.
2.Europe, Middle East and Africa ("EMEA").
We reported net sales for the three months ended September 30, 2026 of $1.6 billion, up 22% from $1.3 billion for the three months ended September 30, 2025, primarily due to a 22% increase in volume. The volume increase was attributable to both Interconnect Solutions up 29% and Semiconductor Technologies up 16%.
Net sales for the nine months ended September 30, 2026 were $4.3 billion, up 21% from $3.6 billion for the nine months ended September 30, 2025, primarily due to a 21% increase in volume. The increase in volume was attributable to both Interconnect Solutions up 27% and Semiconductor Technologies up 16%.
Cost of Sales
Cost of sales were $813 million for the three months ended September 30, 2026, up 16% from $701 million for the three months ended September 30, 2025, reflecting a 17% increase from higher volume, partially offset by a 1% decrease attributable to currency.
Cost of sales as a percentage of net sales decreased to 52% for the three months ended from September 30, 2026 from 55% for the three months ended September 30, 2025.
Cost of sales were $2,273 million for the nine months ended September 30, 2026, up 19% from $1,918 million for the nine months ended September 30, 2025, reflecting a 17% increase from higher volume and a 2% increase related to material costs.
Cost of sales as a percentage of net sales decreased to 53% for the nine months ended September 30, 2026 from 54% for the nine months ended September 30, 2025.
Research and Development ("R&D") Expenses
R&D expense was $105 million for the three months ended September 30, 2026, up from $92 million for the three months ended September 30, 2025. R&D expense as a percentage of net sales remained flat at 7% for both the three months ended September 30, 2026 and 2025.
R&D expense was $297 million for the nine months ended September 30, 2026, up from $264 million for the nine months ended September 30, 2025. R&D expense as a percentage of net sales remained flat at 7% for both the nine months ended September 30, 2026 and 2025.
Selling, General and Administrative ("SG&A") Expenses
SG&A expenses were $200 million in the third quarter of 2026, up from $159 million in the third quarter of 2025. SG&A expenses as a percentage of net sales increased to 13% for the three months ended September 30, 2026 as compared to 12% for the three months ended September 30, 2025.
For the first nine months of 2026, SG&A expenses were $573 million, up from $453 million in the first nine months of 2025. SG&A expenses as a percentage of net sales remained flat at 13% for both the nine months ended September 30, 2026 and 2025.
Amortization of Intangibles
Amortization of intangibles was $50 million for the three months ended September 30, 2026, down from $51 million for the three months ended September 30, 2025. In the first nine months of 2026, amortization of intangibles was $152 million, down from $156 million in the same period of the prior year. The decrease for the nine months ended September 30, 2026 as compared with the same period of the prior year was primarily due to assets becoming fully amortized.
Transformation, Integration and Other Charges
Beginning in fiscal 2026, we present costs incurred in connection with the multi-year transformation plan described under "―Overview―Recent Developments―Transformation Plan," designed to strengthen operational productivity, enhance commercial and innovation excellence and optimize our presence in key markets, within a single operating expense line titled "Transformation, integration and other charges" in the unaudited interim Consolidated Statements of Operations.
Consistent with the update above, we combined our historical "Restructuring and other asset related charges" and "Acquisition, integration and separation costs" into the expense caption, "Transformation, integration and other charges" to simplify our presentation and better reflect how management evaluates these activities. Prior period amounts presented in this Quarterly Report on Form 10-Q have been recast to conform to the current period presentation. This change in presentation did not affect total operating expenses, operating income, net income, earnings per share, or cash flows for any period presented.
Transformation, integration and other charges were $53 million in the third quarter of 2026, up from $1 million of charges in the third quarter of 2025. The activity for the three months ended September 30, 2026 primarily consisted of costs incurred to support our information technology independence initiatives of approximately $35 million, costs related to transformation initiatives of approximately $11 million, and other integration-related costs of approximately $4 million. Additionally, for the three months ended September 30, 2026 we incurred $2 million and $1 million, respectively, of severance and asset-related charges associated with organizational redesign actions under our transformation plan. The activity for the three months ended September 30, 2025 consisted of charges for severance and related benefits, the entirety of which related to DuPont-approved restructuring programs that were initiated prior to our separation from DuPont into an independent publicly traded company.
For the first nine months of 2026, transformation, integration and other charges were $123 million, up from $20 million for the same period in the prior year. The activity for the nine months ended September 30, 2026 primarily consisted of costs incurred to support our information technology independence initiatives of approximately $83 million, costs related to transformation initiatives of approximately $21 million, and other integration-related costs of approximately $10 million. Additionally, for the nine months ended September 30, 2026 we incurred $4 million and $5 million, respectively, of severance and asset-related charges associated with organizational redesign actions under our transformation plan. The activity for the nine months ended September 30, 2025 consisted of charges for severance and related benefits, the entirety of which related to DuPont-approved restructuring programs that were initiated prior to our separation from DuPont into an independent publicly traded company.
See Note 4 to the unaudited interim Consolidated Financial Statements for additional information.
Equity in Earnings of Nonconsolidated Affiliates
Our share of the earnings of nonconsolidated affiliates remained flat at $15 million for both the three months ended September 30, 2026 and 2025, respectively. For the first nine months of 2026, our share of earnings of nonconsolidated affiliates was $39 million, up from $37 million in the first nine months of 2025, reflecting higher earnings from the underlying nonconsolidated affiliates. See Note 10 to the unaudited interim Consolidated Financial Statements for additional information.
Interest Expense
Interest expense was $64 million and $186 million for the three and nine months ended September 30, 2026, respectively. Interest expense was $14 million for both the three and nine months ended September 30, 2025. Interest expense in 2026 was driven by interest associated with the Secured and Unsecured Notes and the Senior Secured Term Loan Facility (each as defined in Note 14 to the Consolidated Financial Statements in the Annual Report). Interest expense in 2025 related to interest associated with the Secured and Unsecured Notes. See Note 12 to the unaudited interim Consolidated Financial Statements in this Quarterly Report for additional information.
Other Income (Expense) - Net
Other income (expense) - net includes a variety of income and expense items such as interest income, indirect legacy (costs) and benefits and foreign exchange gains or losses. Other income (expense) - net was $39 million of expense in the three months ended September 30, 2026, as compared to $1 million of expense for the three months ended September 30, 2025. In the first nine months of 2026, Other income (expense) - net was $71 million of expense, as compared to $3 million of expense in the first nine months of 2025.
See Note 6 to the unaudited interim Consolidated Financial Statements in this Quarterly Report for additional information.
Provision for Income Taxes
Our effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to attributes. The tax provision for the third quarter ended September 30, 2026 resulted in an effective tax rate of 20.6% on pretax income of $247 million, compared with an effective tax rate of 18.0% on pretax income of $272 million for the third quarter ended September 30, 2025. The increase in the effective tax rate in the third quarter of 2026 relates to taxes related to prior year uncertain tax positions for which we are indemnified, a non-deductible indemnification accrual recorded for the NJ Insurance Escrow, a limitation on the deductibility of interest expense, and higher tax costs on the remittance of foreign earnings, partially offset by a reduction in foreign tax costs. The tax provision for the nine months ended September 30, 2026 resulted in an effective tax rate of 25.6% on pre-tax income of $664 million, compared with an effective tax rate of 19.8%, on pre-tax income of $773 million for the nine months ended September 30, 2025. The increase in the effective tax rate for the nine months ended September 30, 2026 relates to a limitation on the deductibility of interest expense, taxes related to prior year uncertain tax positions for which we are indemnified, higher tax costs on the remittance of foreign earnings, and non-deductible indemnification accruals recorded for the State of North Carolina litigation and the NJ Insurance Escrow, partially offset by a reduction in foreign tax costs.
SEGMENT RESULTS
Our measure of profit/loss for segment reporting purposes is Adjusted Operating EBITDA as this is the manner in which our CODM assesses performance and allocates resources. We define Adjusted Operating EBITDA as earnings (i.e., "Income (loss) before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits ("OPEB") / charges, and foreign exchange gains / losses, indirect legacy costs, and adjusted for significant items.
SEMICONDUCTOR TECHNOLOGIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductor Technologies
|
Three Months Ended
|
Nine Months Ended
|
|
In millions
|
September 30, 2026
|
September 30, 2025
|
September 30, 2026
|
September 30, 2025
|
|
Net sales
|
$
|
797
|
|
$
|
693
|
|
$
|
2,262
|
|
$
|
1,981
|
|
|
Adjusted Operating EBITDA
|
$
|
285
|
|
$
|
240
|
|
$
|
801
|
|
$
|
713
|
|
|
Equity in earnings of nonconsolidated affiliates
|
$
|
14
|
|
$
|
14
|
|
$
|
39
|
|
$
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductor Technologies
|
Three Months Ended
|
Nine Months Ended
|
|
Percentage change from prior year
|
September 30, 2026
|
September 30, 2026
|
|
Change in Net Sales from Prior Period due to:
|
|
|
|
Local price & product mix
|
-
|
%
|
(1)
|
%
|
|
Currency
|
(1)
|
|
(1)
|
|
|
Volume
|
16
|
|
16
|
|
|
Portfolio & other
|
-
|
|
-
|
|
|
Total
|
15
|
%
|
14
|
%
|
Semiconductor Technologies net sales were $797 million for the three months ended September 30, 2026, up 15% as compared to $693 million for the three months ended September 30, 2025. Net sales increased due to a 16% increase in volume, partially offset by an unfavorable currency impact. The increase in sales volume was due to ongoing end-market demand strength related to greater customer utilization rates and growth in AI driven applications, particularly in advanced nodes, including advanced packaging, logic and memory.
Adjusted Operating EBITDA was $285 million for the three months ended September 30, 2026, up 19% as compared to $240 million for the three months ended September 30, 2025, primarily due to volume growth and favorable product mix, partially offset by strategic growth investments, including R&D and supply chain initiatives.
Semiconductor Technologies net sales were $2,262 million for the nine months ended September 30, 2026, up 14% as compared to $1,981 million for the nine months ended September 30, 2025. Net sales increased due to a 16% increase in volume. The increase in sales volume was due to ongoing end-market demand strength related to greater customer utilization rates and growth in AI driven applications, particularly in advanced nodes, including advanced packaging, logic and memory. These increases were partially offset by unfavorable local price and product mix and currency impacts.
Adjusted Operating EBITDA was $801 million for the nine months ended September 30, 2026, up 12% as compared to $713 million for the nine months ended September 30, 2025, primarily due to volume growth partially offset by strategic growth investments, including R&D and supply chain initiatives.
INTERCONNECT SOLUTIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interconnect Solutions
|
Three Months Ended
|
Nine Months Ended
|
|
In millions
|
September 30, 2026
|
September 30, 2025
|
September 30, 2026
|
September 30, 2025
|
|
Net sales
|
$
|
759
|
|
$
|
583
|
|
$
|
2,038
|
|
$
|
1,583
|
|
|
Adjusted Operating EBITDA
|
$
|
236
|
|
$
|
152
|
|
$
|
602
|
|
$
|
403
|
|
|
Equity in earnings (losses) of nonconsolidated affiliates
|
$
|
1
|
|
$
|
1
|
|
$
|
-
|
|
$
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interconnect Solutions
|
Three Months Ended
|
Nine Months Ended
|
|
Percentage change from prior year
|
September 30, 2026
|
September 30, 2026
|
|
Change in Net Sales from Prior Period due to:
|
|
|
|
Local price & product mix
|
-
|
%
|
-
|
%
|
|
Currency
|
1
|
|
2
|
|
|
Volume
|
29
|
|
27
|
|
|
Portfolio & other
|
-
|
|
-
|
|
|
Total
|
30
|
%
|
29
|
%
|
Interconnect Solutions net sales were $759 million for the three months ended September 30, 2026, up 30% from $583 million for the three months ended September 30, 2025. Net sales increased primarily due to a 29% increase in volume and a 1% favorable currency impact. The increase in sales volume was due to continued demand strength from AI driven technology ramps and new content and share gains in advanced packaging, AI PCBs and thermal management.
Adjusted Operating EBITDA was $236 million for the three months ended September 30, 2026, up 55% as compared to $152 million for the three months ended September 30, 2025, primarily due to an increase in sales volume, favorable mix and productivity gains, partially offset by increased costs of raw materials inputs and select growth investments in SG&A and R&D.
Interconnect Solutions net sales were $2,038 million for the nine months ended September 30, 2026, up 29% from $1,583 million for the nine months ended September 30, 2025. Net sales increased primarily due to a 27% increase in volume and a 2% favorable currency impact. The increase in sales volume was due to continued demand strength from AI driven technology ramps and new content and share gains in advanced packaging, AI PCBs and thermal management.
Adjusted Operating EBITDA was $602 million for the nine months ended September 30, 2026, up 49% as compared to $403 million for the nine months ended September 30, 2025, primarily due to an increase in sales volume, favorable mix and productivity gains, partially offset by select growth investments in SG&A and R&D.
CHANGES IN FINANCIAL CONDITION
Liquidity & Capital Resources
Information related to the Company's liquidity and capital resources can be found in the Annual Report, Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources." Discussion below provides updates to this information for the nine months ended September 30, 2026.
We continually review our sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase our optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. Our primary source of incremental liquidity is cash flows from operating activities. Management expects the generation of cash from operations and the ability to access the debt capital markets and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet the Company's and our subsidiaries' obligations as they come due. However, we are unable to predict the extent of macroeconomic related impacts which depend on uncertain and unpredictable future developments. In light of this uncertainty, we have taken steps to further ensure liquidity and capital resources, as discussed below.
Our cash and cash equivalents at September 30, 2026 and December 31, 2025 were $1,124 million and $915 million, respectively. Cash and cash equivalents held by subsidiaries in foreign countries were $785 million and $640 million as of September 30, 2026 and December 31, 2025, respectively. For each of its foreign subsidiaries, we make an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash and cash equivalents.
Cash flows from operating, investing and financing activities are provided in the tables that follow. Individual amounts in the unaudited interim Consolidated Statements of Cash Flows exclude the effect of exchange rate impacts on cash and cash equivalents, which are presented separately in the cash flows. Thus, the amounts presented in the following operating, investing and financing activities tables reflect changes in balances from period to period adjusted for these effects.
Summary of Cash Flows
Our cash flows from operating, investing and financing activities, as reflected in the unaudited interim Consolidated Statements of Cash Flows, are summarized in the following table.
|
|
|
|
|
|
|
|
|
|
|
Cash Flow Summary
|
Nine Months Ended
|
|
In millions
|
September 30, 2026
|
September 30, 2025
|
|
Cash provided by (used for):
|
|
|
|
Operating activities
|
$
|
647
|
|
$
|
782
|
|
|
Investing activities
|
$
|
(280)
|
|
$
|
(214)
|
|
|
Financing activities
|
$
|
(162)
|
|
$
|
(616)
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
$
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4
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$
|
10
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Cash Flows from Operating Activities
In the first nine months of 2026, cash provided by operating activities was $647 million, compared with $782 million in the same period last year. The decrease in cash provided by operating activities is primarily related to payments of interest on our long-term debt, which was not outstanding as of September 30, 2025, and an increase in net cash used for working capital. Changes in working capital were primarily driven by higher trade receivables due to increased sales and higher inventory based on business activity, net of increased accounts payable due to increased production and inventory builds to support sales growth.
Cash Flows from Investing Activities
In the first nine months of 2026, cash used for investing activities was $280 million, compared with $214 million in the first nine months of 2025. The increase in cash used for investing activities in 2026 is primarily attributable to higher capital expenditures.
Cash Flows from Financing Activities
In the first nine months of 2026, cash used for financing activities was $162 million compared with $616 million in the same period last year. Cash used for financing activities decreased primarily due to the absence of net transfers to Parent compared to the prior period, partially offset by current period purchases of common stock, payment of dividends, and repayments on long-term debt.
Material Cash Requirements
In the normal course of business, we enter into contracts and commitments that oblige us to make payments in the future. Information regarding our obligations under lease, debt, commitments and pensions is provided in Note 6, Note 12, Note 13 and Note 15, respectively, in the unaudited interim Consolidated Financial Statements for the three and nine months ended September 30, 2026 and 2025 of this Quarterly Report. We expect the generation of cash from operations and the ability to access the debt capital markets and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet our obligations, and those of our subsidiaries, as they come due.
Debt
Total debt at September 30, 2026 and December 31, 2025 was $4,019 million and $4,027 million, respectively. As of September 30, 2026, we were in compliance with all applicable covenants included in the terms of our debt arrangements.
As of September 30, 2026, we are contractually obligated to make future cash payments of $4.1 billion and $1.5 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, $23 million will be due in the next twelve months and the remainder will be due subsequent to September 2027. We may address the principal payment with cash on hand, utilizing existing credit facilities, accessing the debt capital markets or a combination of any of them. Related to interest, $236 million will be due in the next twelve months and the remainder will be due subsequent to September 2027.
We rely on cash from our own operating activities, borrowings available under our Senior Secured Revolving Facility, and access to the capital markets to fund our operations. The servicing of this debt will be supported, in part, by cash flows from our existing operations. The cost and availability of debt financing is influenced by our credit ratings and market conditions.
Dividends
On December 9, 2025 the Board of Directors declared a quarterly dividend of $0.08 per share for each share of issued and outstanding common stock of the Company. The dividend was paid on March 16, 2026 to stockholders of record on February 27, 2026.
On April 15, 2026, we announced that the Board of Directors declared a quarterly dividend of $0.08 per share, which was paid on June 15, 2026, to our stockholders of record on May 29, 2026.
On June 24, 2026, we announced that the Board of Directors declared a quarterly dividend of $0.08 per share payable on September 15, 2026, to our stockholders of record on August 31, 2026.
On October 14, 2026, we announced that the Board of Directors declared a quarterly dividend of $0.08 per share payable on December 15, 2026, to our stockholders of record on November 30, 2026.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2 to the unaudited interim Consolidated Financial Statements in this Quarterly Report.
Critical Accounting Estimates
There have been no material changes in our critical accounting estimates from those disclosed under the heading "Critical Accounting Estimates" within Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report.