IR 10-K & 10-Q changes, risk factors and insider trading

We have exposure to the risks associated with instability in the global economyeconomy, financial markets and financialour end markets, which may negatively impact our revenues, liquidity, suppliers and customers.

For the year ended December 31, 2024,2025, 57%58% of our revenues were from customers in countries outside of the United States. We have manufacturing facilities in Germany, the United Kingdom, China, Italy, India and other countries. We intend to continue to expand our international operations to the extent that suitable opportunities become available. Non-U.S. operations and United States export sales could be adversely affected as a result of: political or economic instability in certain countries; differences in foreign laws, including increased difficulties in protecting intellectual property and uncertainty in enforcement of contract rights; credit risks; currency fluctuations, in particular, changes in currency exchange rates between the U.S. dollar, Euro, British Pound and the Chinese Renminbi; exchange controls; changes in and uncertainties with respect to tariffs and import/export trade restrictions (including changes in United States trade policy toward other countries, such as the imposition of tariffs and the resulting consequences),restrictions, as well as other changes in political policy in the United States, China, the U.K. and certain European countries (including the impacts of the U.K.’s withdrawal from the European Union); royalty and tax increases; nationalization of private enterprises, especially in China where we have material operations, supply chain dependencies and hold material cash balances; civil unrest and protests, strikes, acts of terrorism, war or other armed conflict (including the Russia-Ukraine war and conflicts in the Israel-HamasMiddle conflictEast); shipping products during times of crisis or war; and other factors inherent in foreign operations.

Our business is highly dependent on financial, accounting and other data-processing systems and other communications and information systems, including our enterprise resource planning tools. We process a large number of transactions on a daily basis and rely upon the proper functioning of computer systems. If any of these systems fail, whether caused by fire, other natural disaster, power or telecommunications failure, acts of cyber terrorism, war, ransomwareransomware, misuse or malicious use of artificial intelligence (“AI”) or otherwise, or they do not function correctly, we could suffer financial loss, business disruption, liability to our customers, regulatory intervention or damage to our reputation. If our systems are unable to accommodate an increasing volume of transactions, our ability to grow could be limited. Although we have backup systems, procedures and capabilities in place, they may also fail or be inadequate. Further, to the extent that we may have customer information in our databases or access to customer systems through connected devices, any unauthorized disclosure of, or access to, such information, databases or systems could result in an adverse impact to us or our customer including claims under data protection laws and regulations. If any of these risks materialize, our reputation and our ability to conduct our business may be materially adversely affected.

The markets in which we operate are characterized by changing technologies and introductions of new products and services. Our ability to develop new products based on technological innovation, including those that incorporate artificial intelligence (“AI”) or drive sustainability, energy reduction and the reduction and/or recycling of water in our customers’ processes, can affect our competitive position and often requires the investment of significant resources. Difficulties or delays in research, development or production of new products and technologies, or failure to gain market acceptance of new products and technologies, may significantly reduce future revenues and materially and adversely affect our competitive position. We may not have sufficient resources to continue to make the investment required to maintain or increase our market share or that our investments will be successful. If we do not compete successfully, our business, financial condition, results of operations and cash flows could be materially adversely affected.

We have begun incorporating AI into our business activities and our product and service offerings. As with many innovations, AI presents risks and challenges that could adversely impact our business. The development, adoption,adoption and use of AI technologies are still in their early stagesstages, and ineffective or inadequate AI developmentdevelopment, deployment or deploymentgovernance practices could result in unintended consequences. For example, AI algorithms may be flawed or may be based on datasets that are biased or insufficient.insufficient Indatasets, addition,and any disruption or failure in the AI functionality we incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our offerings. Conversely, any failure to successfully develop and deploy AI in our business activities, products and services could adversely affect our competitiveness (particularly if our competitors successfully deploy AI in their businesses, products and services), and the development and deployment of AI will require additional investment and increase our costs. There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI. Any of the foregoing may result in decreased demand for our products or harm to our business, financial statements or reputation.

The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity and privacy and data protection. Compliance with new or changing laws, regulations or industry standards relating to AI or failure to implement robust governance frameworks to address ethical considerations, such as fairness, transparency, and bias, may impose significant costs and may limit our ability to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as “Pillar 2”), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. We dowill notcontinue expectto closely monitor developments in Pillar 2 totax havelegislation, a material impact but we continue to monitoras the final rules could materially affect our effective tax lawrate changesand surroundingcash Pillartax 2.obligations.

Further, the specific future impacts of the Tax ActOBBBA and Pillar 2 on holders of our common shares are uncertain and could in certain instances be adverse. We urge our stockholders to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our common stock.

We have a significant amount of indebtedness. As of December 31, 2024,2025, we had total indebtedness of $4,757.5$4,784.7 million, and we had availability of $2,600 million under each of the New Revolving Credit Facility and Commercial Paper Program. Our level of debt could have adverse consequences, including: making it more difficult for us to satisfy our obligations with respect to our debt; limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions, or other general corporate requirements; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes; increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the New Revolving Credit Facility and portions of our Senior Notes which have been swapped to variable rates of interest; limiting our flexibility in planning for and reacting to changes in the industries in which we compete; placing us at a disadvantage compared to other, less leveraged competitors; increasing our cost of borrowing; and hampering our ability to execute on our growth strategy. For a complete description of the Company’s debt and definitions of capitalized terms used in this section, see Note 1211 “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K.

If we cannot make scheduled payments on our debt, we will be in default and the lenders under the New Revolving Credit Facility could terminate their commitments to loan money.

We and our subsidiaries may be able to incur significant additional indebtedness in the future, including off-balance sheet financings, contractual obligations and general and commercial liabilities. Although the credit agreement governing the New Revolving Credit Facility contains restrictions on the incurrence of certain additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. For example, we can increase the borrowing availability under the New Revolving Credit Facility by up to $1,000.0 million in the form of additional commitments in compliance with the New Revolving Credit Facility. If new debt is added to our current debt levels, the related risks that we now face could intensify. For a complete description of the Company’s credit facilities and definitions of capitalized terms used in this section, see Note 1211 “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K.

If the syndicate of financial institutions which are parties to our New Revolving Credit Facility (as defined herein) fail to extend credit under our New Revolving Credit Facility, our liquidity and results of operations may be adversely affected.

We have access to capital through our New Revolving Credit Facility. Each financial institution which is part of the syndicate for our New Revolving Credit Facility is responsible on a several, but not joint, basis for providing a portion of the loans to be made under our facility. If any participant or group of participants with a significant portion of the commitments in our New Revolving Credit Facility fails to satisfy its or their respective obligations to extend credit under the facility and we are unable to find a replacement for such participant or participants on a timely basis (if at all), our liquidity may be adversely affected.

Results of Continuing Operations

This section discusses our results of continuing operations for the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. For a discussion and analysis of the year ended December 31, 2023,2024, compared to the same in 2022,2023, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 20232024 filed with the SEC on February 23,19, 2024.2025.

Revenues for 20242025 were $7,235.0$7,650.9 million, an increase of $358.9$415.9 million, or 5.2%,5.7%, compared to $6,876.1$7,235.0 million in 2023.2024. The increase in revenues was primarily due to acquisitions of $471.2$419.9 million and higherthe pricingfavorable impact of $153.3foreign currencies of $92.0 million, partially offset by lower organic volumesrevenues of $241.9 million and unfavorable impact of foreign currencies of $23.7$96.0 million. The percentage of consolidated revenues derived from aftermarket parts and services was 36.4%36.5% in 20242025 compared to 35.8%36.4% in 2023.2024.

Gross profit in 20242025 was $3,170.0$3,336.3 million, an increase of $287.8$166.3 million, or 10.0%,5.2%, compared to $2,882.2$3,170.0 million in 2023,2024, and as a percentage of revenues was 43.6% in 2025 and 43.8% in 2024 and 41.9% in 2023.2024. The increase in gross profit is primarily due to higher pricing and acquisitions discussed above. The increasedecrease in gross profit as a percentage of revenues is primarily due to increasedunfavorable pricecost leverage on lower organic volumes and inputtariff related pricing targeted to offset tariff cost productivityincreases improvements.one for one.

Selling and administrative expenses were $1,344.4$1,439.3 million in 2024,2025, an increase of $71.7$94.9 million, or 5.6%,7.1%, compared to $1,272.7$1,344.4 million in 2023.2024. The increase in selling and administrative expenses was mainly from businesses acquired inthroughout the second half of 20232024 and in 2024,2025, partially offset by lower incentive compensation expense. Selling and administrative expenses as a percentage of revenues was 18.8% in 2025 and 18.6% in 2024 and 18.5% in 2023.2024.

Amortization of intangible assets was $373.0$387.5 million in 2024,2025, an increase of $5.5$14.5 million compared to $367.5$373.0 million in 2023.2024. The increase was primarily attributable to amortization of intangible assets recognized for acquisitions completed inthroughout 2024 and 2025 and amortization related to certain tradenames that were determined to no longer have indefinite lives during the second half of 2023 and in 2024,period, partially offset by certain intangible assets becoming fully amortized during the period. See Note 8 “Goodwill and Other Intangible Assets” to our audited consolidated financial statements included elsewhere in this Form 10-K for further details.

Impairment of other intangible assets was $13.9$43.7 million in 20242025. dueIn the second quarter of 2025, $36.1 million was recorded to the Company’s decision to rationalizeimpair a businessrecently acquired indefinite lived tradename within the Precision and Science Technologies segment. In the fourth quarter of 2025, $7.6 million was recorded to impair a tradename that was rationalized and rebranded within the Industrial Technologies and Services segment. See Note 98 “Goodwill and Other Intangible Assets” to our audited consolidated financial statements included elsewhere in this Form 10-K for further details.

Other operating expense, net was $138.6$91.5 million in 2024,2025, ana increasedecrease of $60.9$47.1 million compared to $77.7$138.6 million in 2023.2024. The increasedecrease was primarily due to the loss on asbestos sale of $58.8 million in the 2024 period and higher restructuring charges of $11.3 million, partially offset by lower acquisition and other transaction related expenses of $5.1$25.1 million, partially offset by higher restructuring charges of $20.2 million and lowerhigher foreign currency transaction losses, net of $1.9$15.4 million.

Loss on extinguishment of debt was $3.0 million in 2024, which was related to the payoff of the Dollar Term Loan B and Dollar Term Loan. Loss on extinguishment of debt was $13.5 million in 2023, which was primarily related to the partial payoff of the Dollar Term Loan B. See Note 1211 “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K for further details.

Other income, net, was $48.9$44.6 million in 2024,2025, ana increasedecrease of $11.9$4.3 million compared to $37.0$48.9 million in 2023.2024. The increasedecrease was primarily due to ana increasedecrease in interest income from holdings of cash and cash equivalents.

Adjusted EBITDA increased $231.3$75.7 million to $2,093.8 million in 2025 compared to $2,018.1 million in 2024 compared to $1,786.8 million in 2023.2024. Adjusted EBITDA as a percentage of revenues increaseddecreased 19050 basis points to 27.4% in 2025 from 27.9% in 2024 from 26.0% in 2023.2024. The increase in Adjusted EBITDA was primarily due to higher pricing of $153.3 million, acquisitions of $105.6$92.5 million,million and the favorable cost productivity and product miximpact of $60.4foreign million, and lower selling and administrative costscurrencies of $22.5$25.6 million, partially offset by lower organic salesgross volumeprofit of $104.5$35.1 million and thehigher unfavorableselling impactand administrative costs of foreign currencies of $5.2$3.6 million. The increasedecrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to higher pricing, input cost productivity improvements,inflation and product mix.

Adjusted Net Income increaseddecreased $133.5$1.2 million to $1,348.1 million in 2025 compared to $1,349.3 million in 2024 compared to $1,215.8 million in 2023.2024. The increasedecrease was primarily due to increased Adjusted EBITDA, partially offset by higher interest expenseexpense, lower interest income on cash and cash equivalents, and higher income tax provision, as adjusted.

(e)Represents expected non-recoverable costs associated with a cybersecurity event.event, net of insurance recoveries.

Our investment resources include cash on hand, cash generated from operations and borrowings under our New Revolving Credit Facility and Commercial Paper Program. We also have the ability to seek additional borrowings, subject to credit agreement restrictions.

As of December 31, 2024,2025, we had $2,600.0 million of unused availability under both the New Revolving Credit Facility and Commercial Paper Program.

We can increase the borrowing availability under the New Revolving Credit Facility by up to $1,000.0 million in the form of additional commitments on the terms set forth in the New Revolving Credit Facility. Our liquidity requirements are significant primarily due to debt service requirements. See Note 1211 “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K for further details.

Our principal sources of liquidity have been existing cash and cash equivalents, cash generated from operations and borrowings under the Senior Notes and former Senior Secured Credit Facilities. Our principal uses of cash will be to provide working capital; finance strategic plans, including possible acquisitions; meet debt service requirements; fund capital expenditures; and return capital to shareholders, through share repurchases and dividend payments. We may also seek to finance capital expenditures under capital leases or other debt arrangements that provide liquidity or favorable borrowing terms. We continue to consider acquisition opportunities, but the size and timing of any future acquisitions and the related potential capital requirements cannot be predicted. In the event that suitable businesses are available for acquisition upon acceptable terms, we may obtain all or a portion of the necessary financing through the incurrence of additional long-term borrowings. As market conditions warrant, we may from time to time, seek to repay loans that we have borrowed, including the borrowings under the Senior Notes. Based on our current level of operations and available cash, we believe our cash flow from operations, together with availability under the New Revolving Credit Facility and Commercial Paper Program, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for the foreseeable future. Our business may not generate sufficient cash flows from operations or future borrowings may not be available to us under our Revolving Credit Facility or Commercial Paper Program in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. Our ability to do so depends on, among other factors, prevailing economic conditions, many of which are beyond our control. In addition, upon the occurrence of certain events, such as a change in control, we could be required to repay or refinance our indebtedness. We may not be able to refinance any of our indebtedness, including the Senior Notes, on commercially reasonable terms or at all. Any future acquisitions, joint ventures, or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms or at all.

We may from time to time repurchase shares of our common stock in the open market at prevailing market prices (including through Rule 10b5-1 plans), in privately negotiated transactions, a combination thereof or through other transactions. The actual timing, number, manner and value of any shares repurchased will depend on several factors, including the market price of our stock, general market and economic conditions, our liquidity requirements, applicable legal requirementrequirements and other business considerations.

Net working capital increaseddecreased $121.5$162.9 million to $2,181.7 million as of December 31, 2025 from $2,344.6 million as of December 31, 20242024. fromOperating $2,223.1working capital increased $189.9 million to $1,608.5 million as of December 31, 2023.2025 Operating working capital increased $157.6 million tofrom $1,418.6 million as of December 31, 2024 from $1,261.0 million as of December 31, 2023.2024. Operating working capital as of December 31, 20242025 was 19.6%21.0% of 20242025 revenues as compared to 18.3%19.6% as of December 31, 20232024 as a percentage of 20232024 revenues. The increase in operating working capital was primarily due to higher accounts receivable, higher inventories, and higher contract assets, and lower contract liabilities, partially offset by higher accounts payable.payable and higher contract liabilities. The increase in accounts receivable was primarily due to the timing of revenues in the quarter and seasonal changes in collection timing and to acquisitions completed in 2024.timing. The increase in contract assets was primarily due to the timing of revenue recognition on percentage of complete jobs in relation to contractualand billing milestoneson andour toovertime acquisitions completed in 2024.contracts. The increase in inventoryinventories was primarily attributabledue to acquisitionsadditions completedto insupport 2024.channel access, foreign currency translation, and acquisitions. The increase in accounts payable was primarily due to the timing of vendor cash disbursements and acquisitions completed in 2024.disbursements. The decreaseincrease in contract liabilities was primarily due to the timing of customer milestone payments for in-process engineered to order contracts, partially offset by acquisitions completed in 2024.contracts.

Operating working capital used cash of $73.4 million in 2025 compared to using cash of $23.5 million in 2024 compared to generating cash of $40.4 million in 2023.2024. Changes in account receivables used cash of $45.1$59.1 million in 20242025 compared to using cash of $48.6$45.1 million in 2023.2024. Changes in contract assets used cash of $4.8$43.7 million in 20242025 compared to using cash of $7.8$4.8 million in 2023.2024. Changes in inventory generatedused cash of $26.1 million in 2025 compared to generating cash of $39.8 million in 2024 compared to generating cash of $117.3 million in 2023.2024. Changes in accounts payable generated cash of $78.7 million in 2025 compared to generating cash of $13.3 million in 2024 compared to using cash of $23.9 million in 2023.2024. Changes in contract liabilities used cash of $23.2 million in 2025 compared to using cash of $26.7 million in 2024 compared to generating cash of $3.4 million in 2023.2024.

Cash flows used in investing activities included capital expenditures of $135.6 million (1.8% of consolidated revenues) and $149.1 million (2.1% of consolidated revenues) and $105.4 million (1.5% of consolidated revenues) in 20242025 and 2023,2024, respectively. We expect capital expenditures will be approximately 2% of consolidated revenues in 2025.2026. Net cash paid in acquisitions was $2,958.7$525.0 million and $963.0$2,958.7 million in 20242025 and 2023,2024, respectively. Net proceeds from the disposal of property, plant and equipment were $6.1 million and $7.6 million in 2024 and 2023, respectively.2024.

Cash used in financing activities of $337.5$1,053.8 million in 20232025 is primarily due to purchases of treasury stock of $263.0$1,018.0 million, cash dividends on common stock of $32.4 million, net repayments of long-term debt of $27.6 million, payments of debt issuance costs of $18.5$31.8 million, and payments of deferred and contingent acquisition consideration of $17.5$8.0 million, partially offset by proceeds from stock option exercises of $30.3$15.3 million.

Free cash flow decreased $24.4$27.5 million to $1,220.1 million in 2025 from $1,247.6 million in 2024 from $1,272.0 million in 2023 primarily due to the increasedecrease in cash provided by operating activities of $19.3$41.0 million discussed above, being more thanpartially offset by the increasedecrease in capital expenditures of $43.7$13.5 million.

NoWe performed our annual impairment test during the fourth quarter and no additional goodwill impairments were recordedrecorded. inThe 2024Life Sciences reporting unit, which was created by the second quarter organizational changes discussed above and includes the historical Biopharma and Aerospace & Defense reporting units, had a cushion of 30%. The cushion of all other reporting units was at least 60%, with the exception of two reporting units in our Precision and Science Technologies segment. These two reporting units have goodwill totaling approximately $1.1 billion and limited cushions ranging from 5% to 16%. The limited cushions are due to the fair values assigned from the recent ILC Dover acquisition.85%. Changes in forecast estimates or the application of alternative assumptions could produce significantly different results. The discount rates (9.0%8.0% to 14.5%10.0%), terminal growth rates (2.5% to 3.0%3.5%), and EBITDA multiples are the most sensitive assumptions. A material non-cash impairment of goodwill could result from a number of circumstances, including different assumptions used in determining the fair value of these reporting units or changes to customer spending priorities.

We test intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable, utilizing a discounted cash flow valuation referred to as the relief from royalty method. We estimated forecasted revenues for a period of five years with discount rates ranging from 8.0%8.5% to 10.5%, terminal growth rates of 2.5% to 3.5%, and royalty rates ranging from 0.5% to 4.0%. There were no impairments identified or recognized during the year ended December 31, 2024. An indefinite lived intangible held in the Precision and Science Technologies segment and recently acquired in the ILC Dover acquisition, with a carrying value of approximately $208 million had a cushion of approximately 6%. Changes in forecasted revenues or any of the other assumptions mentioned above could result in a material non-cash impairment charge in a future period.

Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on estimates. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established. Amounts recorded for deferred tax assets related to tax attribute carryforwards, net of valuation allowances, were $43.0$42.9 million and $27.8$43.0 million as of December 31, 20242025 and 2023,2024, respectively, with the increasedecrease due to the utilization of attributes in the current year.

Further contributing to economic uncertainty, the current U.S. presidential administration has signaled its intention to implement significant changes to U.S. trade policy, the size of the federal government and the enforcement of various regulations. These policy shifts could introduce additional market instability and reduce investor confidence. In 2025, the U.S. government announced tariffs on goods imported from various countries to the United States. Countries subject to such tariffs have imposed, or may in the future, impose reciprocal or retaliatory tariffs and other trade measures. In February 2026, the United States Supreme Court ruled that tariffs imposed under 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. See Note 18 “Contingencies” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further discussion of these tariffs. We are actively monitoring the tariff developments and analyzing the potential impacts on our business, cost structure, supply chain and broader economic environment. We are identifying actions necessary to maintain competitiveness while we adapt to these new economic challenges. While these developments have not had a material impact on our financial condition or results of operations to date, due to their evolving nature, and the expected persistence of macroeconomic conditions and volatility in the near term, we cannot predict with certainty the ultimate impacts they may have on our business and results in the future, but those impacts could be material.

A significant portion of our revenues, approximately 57%56% for the threesix month period ended MarchJune 31,30, 2026, was denominated in currencies other than the U.S. dollar. Because much of our manufacturing facilities and labor force costs are outside of the United States, a significant portion of our costs are also denominated in currencies other than the U.S. dollar. Changes in foreign exchange rates can therefore impact our results of operations and are quantified when significant to our discussion.

Consolidated results should be read in conjunction with the segment results section herein and Note 19 “Segment Reporting” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, which provides more detailed discussions concerning certain components of our Condensed Consolidated Statements of Operations. All intercompany accounts and transactions have been eliminated within the consolidated results. The following table presents selected Condensed Consolidated Results of Operations of our business for the three and six month periods ended MarchJune 31,30, 2026 and 2025.

Revenues for the three month period ended MarchJune 31,30, 2026 were $1,847.2$2,048.8 million, an increase of $130.4$160.9 million, or 7.6%,8.5%, compared to $1,716.8$1,887.9 million for the same three month period in 2025. The increase in revenues was primarily due to higher organic revenues of $77.5 million, acquisitions of $53.4 million, and the favorable impact of foreign currencies of $72.4 million and acquisitions of $63.9 million, partially offset by lower organic revenues of $5.9$30.0 million. The percentage of consolidated revenues derived from aftermarket parts and services was 37.4%35.9% in the three month period ended MarchJune 31,30, 2026 compared to 38.1%36.6% in the same three month period in 2025.

Gross profit for the three month period ended MarchJune 31,30, 2026 was $792.4$862.6 million, an increase of $26.9$37.7 million, or 3.5%,4.6%, compared to $765.5$824.9 million for the same three month period in 2025, and as a percentage of revenues was 42.9%42.1% for the three month period ended MarchJune 31,30, 2026 and 44.6%43.7% for the same three month period in 2025. The increase in gross profit is primarily due to acquisitions, the favorable impact of foreign currenciescurrencies, and acquisitions.higher organic gross profit. The decrease in gross profit as a percentage of revenues is primarily due to unfavorable cost leverage on lower organic revenues, unfavorable product mix, and tariff related pricing targeted to offset tariff cost increases one for one, partially offset by cost measures.

Selling and administrative expenses were $370.7$400.8 million for the three month period ended MarchJune 31,30, 2026, an increase of $20.7$29.6 million, or 5.9%,8.0%, compared to $350.0$371.2 million for the same three month period in 2025. The increase in selling and administrative expenses was primarily due to acquisitions.acquisitions and an increase in incentive compensation. Selling and administrative expenses as a percentage of revenues decreased to 20.1%19.6% for the three month period ended MarchJune 31,30, 2026 from 20.4%19.7% in the same three month period in 2025. The decrease in selling and administrative expenses as a percentage of revenues is primarily due to cost measures, partially offset by lower organic revenues.measures.

Amortization of intangible assets was $107.5$102.6 million for the three month period ended MarchJune 31,30, 2026, an increase of $16.2$11.0 million, compared to $91.3$91.6 million in the same three month period in 2025. The increase was primarily due to businesses acquired in 2025 and amortization related to certain tradenames that were determined to no longer have indefinite lives during the fourth quarter of 2025. Refer to Note 2 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further information regarding businesses acquired.

OtherAmortization operatingof expense,intangible netassets was $24.5$210.1 million for the threesix month period ended MarchJune 31,30, 2026, an increase of $2.8$27.2 million, compared to $21.7$182.9 million in the same threesix month period in 2025. The increase in expense was primarily due to higherbusinesses acquisitionacquired in 2025 and other transactionamortization related expensesto certain tradenames that were determined to no longer have indefinite lives during the fourth quarter of $3.82025. millionRefer andto higherNote restructuring2 charges“Acquisitions” ofto $3.4our million,unaudited partiallycondensed offsetconsolidated byfinancial lowerstatements foreignincluded currencyelsewhere transactionin losses,this netForm of10-Q $4.6for million.further information regarding businesses acquired.

Interest expense was $63.8$63.3 million for the three month period ended MarchJune 31,30, 2026, an increase of $2.6$0.6 million, compared to $61.2$62.7 million in the same three month period in 2025. The increase was primarily due to gains from terminated cash flow hedges that were reclassified into earnings during the 2025 period. The weighted average interest rate, including the impact of the active interest rate derivative contracts, was approximately 4.9% for the three month period ended MarchJune 31,30, 2026 and 5.0% in the same three month period in 2025.

Other income, net was $4.0$10.1 million and $11.8$14.4 million in the three month periods ended MarchJune 31,30, 2026 and 2025, respectively. The decrease was primarily due to a decrease in interest income from holdings of cash and cash equivalents.

The provision for income taxes was $36.1$69.1 million, resulting in a 15.7%21.1% effective income tax provision rate for the three month period ended MarchJune 31,30, 2026, compared to a provision for income taxes of $58.5$21.0 million, resulting in a 23.1%74.7% effective income tax provision rate in the same three month period in 2025. The decreaseincrease in the tax provision and decrease in the effective income tax provision rate for the three month period ended MarchJune 31,30, 2026 when compared to the same three month period of 2025 is primarily due to anondeductible benefitimpairments of agoodwill, windfalltradenames, taxand deduction.equity investment in the 2025 period.

Net Income (Loss)

Net income was $193.8$258.0 million for the three month period ended MarchJune 31,30, 2026 compared to net incomeloss of $188.4$113.8 million in the same three month period in 2025. The increase in net income was primarily due to impairments of goodwill and other intangible assets and the impairment of an equity method investment in the 2025 period that did not recur in the 2026 period, higher gross profit, and lower other operating expense (income), net, partially offset by higher selling and administrative expenses and higher amortization expense discussed above.

Adjusted EBITDA increased $9.4$10.5 million to $469.1$519.9 million for the three month period ended MarchJune 31,30, 2026 compared to $459.7$509.4 million in the same three month period in 2025. Adjusted EBITDA as a percentage of revenues decreased 140160 basis points to 25.4% for the three month period ended MarchJune 31,30, 2026 from 26.8%27.0% for the same three month period in 2025. The increase in Adjusted EBITDA was primarily due to acquisitions of $13.7 million, the favorable impact of foreign currencies of $17.2 million, acquisitions of $14.1$6.9 million and lowerhigher organic gross profit of $3.3 million, partially offset by higher selling and administrative costs of $6.2 million, partially offset by lower organic gross profit of $27.8$12.3 million. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to input cost inflation and product mix.

Adjusted Net Income increased $11.4$14.1 million to $304.6$339.3 million for the three month period ended MarchJune 31,30, 2026 compared to $293.2$325.2 million in the same three month period in 2025. The increase was primarily due to higher Adjusted EBITDA and lower income tax provision, as adjusted, partially offset by lower interest income on cash and cash equivalentsequivalents, higher depreciation expense, and higher interest expense.

Set forth below are the reconciliations of Net Income (Loss) to Adjusted EBITDA and Adjusted Net Income and Cash Flows from Operating Activities to Free Cash Flow.

(a)Depreciation expense excludes $1.1$0.9 million and $1.1$1.3 million of depreciation of rental equipment for the three month periods ended MarchJune 31,30, 2026 and 2025, respectively.respectively, and excludes $2.0 million and $2.4 million for the six month periods ended June 30, 2026 and 2025.

(b)Represents $105.2$100.4 million and $89.0$89.1 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $2.3$2.2 million and $2.3$2.5 million of amortization of non-acquisition related intangible assets, in each case for the three month periods ended MarchJune 31,30, 2026 and 2025, respectively.

(gh)Represents our income tax provision adjusted for the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of the applicable discrete tax items. The tax effect of pre-tax items excluded from Adjusted Income is computed using the statutory tax rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances. Discrete tax items include changes in tax laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances. The adjusted amounts are then used to calculate an adjusted provision for the quarter.

Segment Results for the Three and Six Month Periods Ended MarchJune 31,30, 2026 and 2025

Segment Orders for the three month period ended MarchJune 31,30, 2026 were $1,557.9$1,620.7 million, an increase of $70.9$59.8 million, or 4.8%,3.8%, compared to $1,487.0$1,560.9 million in the same three month period in 2025. The increase in Segment Orders was due to acquisitions of $48.4$35.6 million or 3.3% and2.3%, the favorable impact of foreign currencies of $60.6$22.1 million or 4.1%,1.4%, partiallyand offset by lowerhigher organic orders of $38.1$2.1 million or 2.6%.0.1%.

Segment Revenues for the three month period ended MarchJune 31,30, 2026 were $1,444.5$1,622.1 million, an increase of $92.4$130.5 million, or 6.8%,8.7%, compared to $1,352.1$1,491.6 million in the same three month period in 2025. The increase in Segment Revenues was due to acquisitions of $56.4$41.9 million or 2.8%, higher organic revenues of $62.3 million or 4.2%, and the favorable impact of foreign currencies of $57.8$26.3 million or 4.3%, partially offset by lower organic revenues of $21.8 million or 1.6%.1.8%. The percentage of Segment Revenues derived from aftermarket parts and service was 41.7%39.9% in the three month period ended MarchJune 31,30, 2026 compared to 42.5%40.7% in the same three month period in 2025.

Segment Adjusted EBITDA for the three month period ended MarchJune 31,30, 2026 was $385.5$434.5 million, aan decreaseincrease of $3.6$7.3 million, or 0.9%,1.7%, from $389.1$427.2 million in the same three month period in 2025. Segment Adjusted EBITDA Margin decreased 210180 basis points to 26.7%26.8% from 28.8%28.6% in 2025. The decreaseincrease in Segment Adjusted EBITDA was primarily due to lower organic gross profitacquisitions of $37.4$9.7 million or 9.6%,2.3% partiallyand offset bythe favorable impact of foreign currencies of $13.6$5.8 million or 3.5%,1.4%, acquisitionspartially offset by lower organic gross profit of $12.1$4.4 million or 3.1%,1.0% and lowerhigher selling and administrative costs of $8.2$3.0 million or 2.1%.0.7%.

Segment Orders for the three month period ended MarchJune 31,30, 2026 were $420.1$422.2 million, an increase of $24.8$43.5 million, or 6.3%,11.5%, compared to $395.3$378.7 million in the same three month period in 2025. The increase in Segment Orders was due to higher organic orders of $28.0 million or 7.4%, acquisitions of $11.9 million or 3.1%, and the favorable impact of foreign currencies of $15.3$3.6 million or 3.9%, acquisitions of $7.1 million or 1.8%, and higher organic orders of $2.4 million or 0.6%.1.0%.

Segment Revenues for the three month period ended MarchJune 31,30, 2026 were $402.7$426.7 million, an increase of $38.0$30.4 million, or 10.4%,7.7%, compared to $364.7$396.3 million in the same three month period in 2025. The increase in Segment Revenues was primarily due to higher organic revenues of $15.9$15.2 million or 4.4%,3.8%, acquisitions of $11.5 million or 2.9%, and the favorable impact of foreign currencies of $14.6$3.7 million or 4.0%, and acquisitions of $7.5 million or 2.1%.0.9%. The percentage of Segment Revenues derived from aftermarket parts and service was 22.2%20.6% in the three month period ended MarchJune 31,30, 2026 compared to 21.5%21.2% in the same three month period in 2025.

Segment Adjusted EBITDA for the three month period ended MarchJune 31,30, 2026 was $121.9$134.5 million, an increase of $15.7$17.7 million, or 14.8%,15.2%, from $106.2$116.8 million in the same three month period in 2025. Segment Adjusted EBITDA Margin increased 120200 basis points to 30.3%31.5% from 29.1%29.5% in 2025. The increase in Segment Adjusted EBITDA was primarily due to higher organic gross profit of $9.2$7.8 million or 8.7%,6.7%, lower selling and administrative costs of $4.4 million or 3.8%, acquisitions of $4.0 million or 3.4%, and the favorable impact of foreign currencies of $4.9$1.5 million or 4.6%, and acquisitions of $2.0 million or 1.9%, partially offset by higher selling and administrative costs of $0.4 million or 0.4%.1.3%.

As of MarchJune 31,30, 2026, we had $2,600.0 million of unused availability under both the Revolving Credit Facility and Commercial Paper Program.

As of MarchJune 31,30, 2026, we were in compliance with all of our debt covenants and no event of default had occurred or was ongoing.

A substantial portion of our cash is in jurisdictions outside of the United States. We do not assert ASC 740-30 (formerly APB 23) indefinite reinvestment of our historical non-U.S. earnings or future non-U.S. earnings. The Company records a deferred foreign tax liability to cover all estimated withholding, state income tax and foreign income tax associated with repatriating all non-U.S. earnings back to the United States. Our deferred income tax liability as of March 31, 2026 was $69.2 million which consists mainly of withholding taxes.

Net working capital increaseddecreased $181.9$547.0 million to $2,363.6$1,634.7 million as of MarchJune 31,30, 2026 from $2,181.7 million as of December 31, 2025. The decrease in net working capital is primarily due to the reclassification of the Company's 2027 Notes, which will mature in the second quarter of 2027. Operating working capital increased $154.4$166.2 million to $1,762.9$1,774.7 million as of MarchJune 31,30, 2026 from $1,608.5 million as of December 31, 2025. The increase in operating working capital is due to lower accounts payable, higher inventories, and lower contract liabilities, partially offset by lower accounts receivable and lower contract assets.

The following table reflects the major categories of cash flows for the threesix month periods ended MarchJune 31,30, 2026 and 2025, respectively.

Cash provided by operating activities decreased $56.7$6.5 million to $199.7$495.6 million for the threesix month period ended MarchJune 31,30, 2026 from $256.4$502.1 million in the same threesix month period in 2025. This decrease is primarily attributable to an increase in cash used in operating working capital in 2026, compared to 2025 and higher tax payments in 2026, compared to 2025, partially offset by lower incentive compensation payments in 2026, compared to 2025 and an increase in net income excluding non-cash adjustments in 2026, compared to 2025.