Commitments and Contingencies |
6 Months Ended |
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Jul. 04, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | Commitments and Contingencies Environmental Matters We are subject to various federal, state, local, and foreign government requirements relating to the protection of the environment and accrue costs related to environmental matters when it is probable that we have incurred a liability related to a contaminated site and the amount can be reasonably estimated. We believe that, as a general matter, our policies, practices, and procedures are properly designed to prevent unreasonable risk of environmental damage and personal injury and that our handling, manufacture, use, and disposal of hazardous substances are in accordance with environmental and safety laws and regulations. We have incurred remedial response and voluntary cleanup costs for site contamination. Additional claims and costs involving environmental matters may arise in the future. Environmental expenses for sites owned and operated by us are presented within for operating sites. For the three and six months ended July 4, 2026 and June 28, 2025, environmental expenses related to these operating sites were not material. Liabilities for environmental costs were $22 million at July 4, 2026 and December 31, 2025. Obligations Payable Under the Indemnification Agreement and Tax Matters Agreement Indemnification Agreement We separated from Honeywell International Inc. (“Honeywell”) on October 29, 2018, becoming an independent publicly traded company as a result of a pro rata distribution of our common stock to shareholders of Honeywell (the “Honeywell Spin-Off”). In connection with the Honeywell Spin-Off, we entered into an indemnification and reimbursement agreement, pursuant to which we had an obligation to make cash payments associated with Honeywell’s environmental liabilities which were capped at $140 million annually (the “Indemnification Agreement”). Pursuant to its terms, the Indemnification Agreement extended until the earlier of (1) December 31, 2043; or (2) December 31 of the third consecutive anniversary where the annual reimbursement obligation (including accrued amounts) had been less than $25 million. On July 30, 2025, we entered into a definitive agreement with Honeywell to terminate the Indemnification Agreement (the “Termination Agreement”). We paid our regularly scheduled payment of $35 million each in the first, second, and third quarters of 2025, and subject to the terms and conditions of the Termination Agreement, we made a pre-tax, one-time cash payment of $1,590 million to Honeywell in August 2025 (the “Closing”). Proceeds from the incremental term loans issued under the A&R Credit Agreement in August 2025, together with a portion of our cash on hand, were utilized to fund the payment required under the Termination Agreement. Refer to Note 11. Long-Term Debt of the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion. Upon completion of the pre-tax, one-time cash payment, the Indemnification Agreement was fully terminated. We are no longer required to make any further payments to Honeywell under the Indemnification Agreement, and the associated affirmative and negative covenants no longer apply. As a result, the liability in connection with the Indemnification Agreement was fully repaid and is not presented on the Unaudited Condensed Consolidated Balance Sheets. No expense was incurred or recognized related to the Indemnification Agreement for the three and six months ended July 4, 2026. For the three and six months ended June 28, 2025, expenses related to the Indemnification Agreement were $882 million and $972 million, respectively. Tax Matters Agreement In connection with the Honeywell Spin-Off, we entered into the Tax Matters Agreement with Honeywell, pursuant to which we were responsible and would indemnify Honeywell for certain taxes, including certain income taxes, sales taxes, VAT, and payroll taxes, relating to the business for all periods, including periods prior to the consummation of the Honeywell Spin-Off (“Tax Matters Agreement”). On June 22, 2026, we entered into a definitive agreement with Honeywell to terminate the Tax Matters Agreement. In consideration for the termination of the Tax Matters Agreement and mutual releases of claims related to the Tax Matters Agreement and certain tax-related liabilities, we made a pre-tax, one-time payment of approximately $12 million to Honeywell in June 2026. As a result, the liability associated with the Tax Matters Agreement was settled in June and therefore is not presented on the Unaudited Condensed Consolidated Balance Sheets at July 4, 2026. The liability associated with the Tax Matters Agreement was $88 million at December 31, 2025, as reported in Other liabilities on the Unaudited Condensed Consolidated Balance Sheets. For the three and six months ended July 4, 2026, we recognized other income of $77 million in Other (income) expense, net in the Unaudited Condensed Consolidated Statements of Operations related to the termination of the Tax Matters Agreement. For the three and six months ended June 28, 2025, there were no expenses related to the Tax Matters Agreement. In connection with entering into the definitive agreement to terminate the Tax Matters Agreement, we reassessed the deferred tax assets associated with the Tax Matters Agreement. As a result of the settlement and release of the related obligations, the basis for recognizing $44 million of deferred tax assets was eliminated. Accordingly, during the three and six months ended July 4, 2026, we derecognized $44 million of deferred tax assets, which was recorded in Provision for income taxes in the Unaudited Condensed Consolidated Statements of Operations. Other Matters We are subject to lawsuits, investigations, and disputes arising out of the conduct of our business, including matters relating to commercial transactions, government contracts, product liability, acquisitions and divestitures, employee matters, intellectual property, trade and tax compliance, compliance with laws and environmental, health, and safety matters. We recognize a liability for any contingency that is probable of occurrence and reasonably estimable. We continually assess the likelihood of adverse judgments or outcomes in these matters, as well as potential ranges of possible losses, based on analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. During the first quarter of 2026, we had a one-time litigation settlement and an arbitration award not in our favor and otherwise aggregating to $24 million, and we recorded a charge of approximately $19 million within Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations. We settled these obligations in cash during the second quarter of 2026. IEEPA Tariff Refunds In February 2026, the United States Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the United States were unauthorized. Following this ruling, and effective on April 20, 2026, the United States Customs and Border Protection launched a platform for importers of record to submit IEEPA tariff refund requests. The Company applied a gain contingency model in accordance with Accounting Standards Codification 450-30, Gain Contingencies. Under this model, a gain contingency is not recognized until the gain is realized or realizable. During the second quarter of 2026, we recognized approximately $27 million of IEEPA tariff refunds, which is included in Cost of goods sold on our Unaudited Condensed Consolidated Statement of Operations.
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