Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Refer to the section below entitled "Special Note Regarding Forward-Looking Statements" for a discussion of factors that could cause our actual results to differ from the forward-looking statements contained below and throughout this quarterly report.
Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we refer to measures used by management to evaluate performance, including a number of financial measures that are not defined under accounting principles generally accepted in the United States of America ("GAAP"). Please see "Non-GAAP Disclosures" at the end of this Item 2 for further detail on these financial measures. We believe these measures provide investors with important information that is useful in understanding our business results and trends. Reconciliations within this MD&A provide more details on the use and derivation of these measures.
OVERVIEW
Dover is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. The Company's entrepreneurial business model encourages, promotes and fosters deep customer engagement and collaboration, which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation. Unless the context indicates otherwise, references herein to "Dover," "the Company," and words such as "we," "us," or "our" include Dover Corporation and its consolidated subsidiaries.
Dover's five operating segments are as follows:
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Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, aerospace and defense, industrial winch and hoist, precision soldering and fluid dispensing end-markets.
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Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport, dispensing, and remote monitoring of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.
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Our Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.
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Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly engineered precision components, instruments and digital controls for rotating and reciprocating machines, polymer processing equipment, measurement, inspection, and control technologies, serving single-use biopharmaceutical production, diversified industrial manufacturing applications, chemical production, plastics and polymer processing, midstream and downstream oil and gas, clean energy markets, thermal management, wire and cable, food and beverage, semiconductor production and medical applications and other end-markets.
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Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-markets.
In the third quarter of 2026, revenue was $2.2 billion, which increased $156.0 million, or 7.5%, as compared to the third quarter of 2025. This increase was driven by organic revenue growth of 7.1%, acquisition-related revenue growth of 0.5%, and an unfavorable impact from foreign currency translation of 0.1%. Revenue growth was primarily led by robust demand in our secular-growth-exposed end markets as well as broad-based, constructive trading conditions across most of our businesses.
The 7.1% organic revenue growth for the third quarter of 2026 was driven by our Climate & Sustainability Technologies, Clean Energy & Fueling, Imaging & Identification and Pumps & Process Solutions segments which grew 17.9%, 12.1%, 2.2% and 1.2%, respectively. The growth was partially offset by the Engineered Products segment which declined 1.6%. For further information, see "Segment Results of Operations" within this Item 2.
From a geographic perspective, organic revenue for the U.S., our largest market, increased 12.6% in the third quarter of 2026 compared to the prior year comparable quarter, primarily driven by an increase in organic revenue in the Clean Energy & Fueling and Climate & Sustainability Technologies segments. Organic revenue increased for Asia by 15.1% and decreased for the Other Americas, Europe, and all other geographic markets by 7.0%, 3.0%, and 1.1%, respectively.
Bookings were $2.3 billion for the three months ended September 30, 2026, an increase of $310.4 million or 15.5% compared to the prior year comparable quarter. Bookings increased across all segments and most notably in the Climate & Sustainability Technologies and Clean Energy & Fueling segments.
Restructuring and other costs for the three months ended September 30, 2026 were $21.8 million, which included restructuring charges of $19.4 million and other costs of $2.4 million. Restructuring and other costs were primarily related to headcount reductions and exit costs in the Pumps & Process Solutions, Climate & Sustainability Technologies and Clean Energy & Fueling segments. For further discussion related to our restructuring and other costs, see "Restructuring and Other Costs (Benefits)," within this Item 2.
During the three months ended September 30, 2026, the Company repurchased 1,684,185 shares at a total cost of $331.6 million, or $196.88 per share. As of September 30, 2026, 12,508,871 shares remain authorized for repurchase under the August 2023 share repurchase authorization.
During the three months ended September 30, 2026, the Company completed two business acquisitions within the Pumps & Process Solutions segment which included the acquisition of Cloeren Incorporated ("Cloeren") for $39.2 million and one immaterial acquisition, both subject to post-closing adjustments. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
CONSOLIDATED RESULTS OF OPERATIONS
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (dollars in thousands, except per share figures) | 2026 | 2025 | % / Point Change | 2026 | 2025 | % / Point Change | |||||||||||||||||||||||||||||
| Revenue | $ | 2,233,839 | $ | 2,077,841 | 7.5 | % | $ | 6,477,483 | $ | 5,993,492 | 8.1 | % | |||||||||||||||||||||||
| Cost of goods and services | 1,330,413 | 1,244,247 | 6.9 | % | 3,895,316 | 3,596,136 | 8.3 | % | |||||||||||||||||||||||||||
| Gross profit | 903,426 | 833,594 | 8.4 | % | 2,582,167 | 2,397,356 | 7.7 | % | |||||||||||||||||||||||||||
| Gross profit margin | 40.4 | % | 40.1 | % | 0.3 | 39.9 | % | 40.0 | % | (0.1) | |||||||||||||||||||||||||
| Selling, general and administrative expenses | 484,238 | 456,441 | 6.1 | % | 1,465,283 | 1,369,297 | 7.0 | % | |||||||||||||||||||||||||||
| Selling, general and administrative expenses as a percent of revenue | 21.7 | % | 22.0 | % | (0.3) | 22.6 | % | 22.8 | % | (0.2) | |||||||||||||||||||||||||
| Operating earnings | 419,188 | 377,153 | 11.1 | % | 1,116,884 | 1,028,059 | 8.6 | % | |||||||||||||||||||||||||||
| Interest expense | 28,870 | 27,239 | 6.0 | % | 87,450 | 81,638 | 7.1 | % | |||||||||||||||||||||||||||
| Interest income | (16,520) | (17,804) | (7.2) | % | (45,102) | (55,993) | (19.5) | % | |||||||||||||||||||||||||||
| Gain on dispositions | — | — | nm* | — | (4,644) | nm* | |||||||||||||||||||||||||||||
| Other income, net | (13,848) | (18,525) | nm* | (32,750) | (26,663) | nm* | |||||||||||||||||||||||||||||
| Earnings before provision for income taxes | 420,686 | 386,243 | 8.9 | % | 1,107,286 | 1,033,721 | 7.1 | % | |||||||||||||||||||||||||||
| Provision for income taxes | 83,866 | 82,951 | 1.1 | % | 219,172 | 211,058 | 3.8 | % | |||||||||||||||||||||||||||
| Effective tax rate | 19.9 | % | 21.5 | % | (1.6) | 19.8 | % | 20.4 | % | (0.6) | |||||||||||||||||||||||||
| Earnings from continuing operations | 336,820 | 303,292 | 11.1 | % | 888,114 | 822,663 | 8.0 | % | |||||||||||||||||||||||||||
| Loss from discontinued operations, net | (3,489) | (1,296) | nm* | (4,104) | (10,782) | nm* | |||||||||||||||||||||||||||||
| Net earnings | $ | 333,331 | $ | 301,996 | 10.4 | % | $ | 884,010 | $ | 811,881 | 8.9 | % | |||||||||||||||||||||||
| Earnings per common share from continuing operations - diluted | $ | 2.50 | $ | 2.20 | 13.6 | % | $ | 6.56 | $ | 5.96 | 10.1 | % | |||||||||||||||||||||||
- nm - not meaningful
Revenue
Revenue for the three months ended September 30, 2026 increased $156.0 million, or 7.5%, from the prior year comparable quarter. The increase in revenue was driven by organic revenue growth of 7.1%, primarily in our Climate & Sustainability Technologies and Clean Energy & Fueling segments, acquisition-related growth of 0.5% in our Pumps & Process Solutions segment, and an unfavorable impact from foreign currency translation of 0.1%. Customer pricing favorably impacted revenue by approximately 2.2% in the third quarter of 2026 and by 2.1% in the prior year comparable quarter.
Revenue for the nine months ended September 30, 2026 increased $484.0 million, or 8.1%, from the prior year comparable period. The increase in revenue was driven by organic revenue growth of 5.7%, primarily in our Climate & Sustainability Technologies and Clean Energy & Fueling segments, acquisition-related growth of 1.2% primarily in our Pumps & Process Solutions segment, and a favorable impact from foreign currency translation of 1.2%. Customer pricing favorably impacted revenue by approximately 2.1% for the nine months ended September 30, 2026 and by 1.8% in the prior year comparable period.
Gross Profit
Gross profit for the three months ended September 30, 2026 increased $69.8 million, or 8.4%, and gross profit margin increased 30 basis points to 40.4%, versus the prior year comparable quarter. The gross profit margin increase was primarily driven by operating leverage from volume growth and benefits from productivity and restructuring actions.
Gross profit for the nine months ended September 30, 2026 increased $184.8 million, or 7.7%, and gross profit margin decreased by 10 basis points to 39.9%, from the prior year comparable period. The gross profit margin decrease was due to unfavorable portfolio mix, partially offset by volume leverage, productivity initiatives, and benefits from restructuring actions.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended September 30, 2026 increased $27.8 million, or 6.1%, from the prior year comparable quarter, primarily due to increases in employee compensation and benefits, professional service costs, and insurance costs. As a percentage of revenue, selling, general and administrative expenses decreased 30 basis points as compared to the prior year comparable quarter to 21.7%.
Selling, general and administrative expenses for the nine months ended September 30, 2026 increased $96.0 million, or 7.0%, from the prior year comparable period, primarily due to increased employee compensation and benefits. Selling, general and administrative expenses as a percentage of revenue decreased 20 basis points as compared to the prior year comparable period to 22.6%.
Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $40.5 million and $43.5 million for the three months ended September 30, 2026 and 2025, respectively, and $120.5 million and $121.8 million for the nine months ended September 30, 2026 and 2025, respectively. The costs as a percentage of revenue were 1.8% and 1.9% for the three and nine months ended September 30, 2026 and 2.1% and 2.0% for the three and nine months ended September 30, 2025, respectively.
Non-Operating Items
Interest Expense, net
For the three and nine months ended September 30, 2026, interest expense, net of interest income, increased $2.9 million, or 30.9%, to $12.4 million and $16.7 million, or 65.1%, to $42.3 million, respectively, compared to the prior year comparable period. The increases were primarily due to lower interest income from redemption of highly liquid short-term investments and higher interest expense incurred from the issuance of the €550.0 million 3.50% euro-denominated notes in the fourth quarter of 2025.
Income Taxes
The effective tax rates for the three months ended September 30, 2026 and 2025 were 19.9% and 21.5%, respectively. The decrease in the effective tax rate for the three months ended September 30, 2026 relative to the prior year comparable quarter was primarily driven by an internal reorganization in 2026.
The effective tax rates for the nine months ended September 30, 2026 and 2025 were 19.8% and 20.4%, respectively. The decrease in the effective tax rate for the nine months ended September 30, 2026 relative to the prior year comparable period was primarily driven by internal reorganizations in 2026.
On July 4, 2025, the One Big Beautiful Bill was enacted into law, introducing changes to the U.S. tax code, including making permanent certain provisions originally enacted under the Tax Cuts and Jobs Act, such as 100% bonus depreciation and the immediate expensing of domestic research and development costs. The changes do not have a material impact to our condensed consolidated financial statements.
The Company is continuing to monitor the changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting. We do not expect this to have a material impact on our effective tax rate.
Earnings from Continuing Operations
Earnings from continuing operations for the three months ended September 30, 2026 increased 11.1% to $336.8 million, or $2.50 diluted earnings per share from continuing operations, compared to $303.3 million, or $2.20 diluted earnings per share from continuing operations in the prior year comparable quarter. The increase in earnings from continuing operations was driven by higher operating earnings primarily as a result of volume leverage on strong revenue growth, productivity initiatives, and benefits from restructuring actions.
Earnings from continuing operations for the nine months ended September 30, 2026 increased 8.0% to $888.1 million, or $6.56 diluted earnings per share from continuing operations, from $822.7 million, or $5.96 diluted earnings per share from continuing operations, in the prior year comparable period. The increase in earnings from continuing operations is driven by strong revenue growth in the current period partially offset by increases in employee compensation and benefits expense.
SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of each of our five reportable operating segments (Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies). Each of these segments is comprised of various product and service offerings that serve multiple markets. We evaluate our operating segment performance based on segment earnings as defined in Note 16 — Segment Information in the condensed consolidated financial statements in Item 1 of this Form 10-Q.
We report organic revenue growth (a non-GAAP measure) which excludes the impact of foreign currency exchange rates and the impact of acquisitions and divestitures. We believe that reporting organic revenue growth provides a useful comparison of our revenue performance and trends between periods. See "Non-GAAP Disclosures" at the end of this Item 2.
Additionally, we use the following operational metrics in monitoring the performance of the business. We believe the operational metrics are useful to investors and other users of our financial information in assessing the performance of our segments:
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Bookings represent total orders received from customers in the current reporting period and exclude de-bookings related to orders received in prior periods, if any. This metric is an important measure of performance and an indicator of order trends.
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Book-to-bill is a ratio of the amount of bookings received from customers during a period divided by the amount of revenue recorded during that same period. This metric is a useful indicator of demand.
Engineered Products
Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, aerospace and defense, industrial winch and hoist, precision soldering and fluid dispensing end-markets.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 274,903 | $ | 279,705 | (1.7) | % | $ | 825,023 | $ | 810,295 | 1.8 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 56,613 | $ | 57,483 | (1.5) | % | $ | 159,402 | $ | 155,108 | 2.8 | % | ||||||||||||||||||||||||||
| Segment earnings margin | 20.6 % | 20.6 % | 19.3 % | 19.1 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 274,394 | $ | 273,278 | 0.4 | % | $ | 845,551 | $ | 814,387 | 3.8 | % | ||||||||||||||||||||||||||
| Components of revenue (decline) growth: | ||||||||||||||||||||||||||||||||||||||
| Organic (decline) growth | (1.6) | % | 0.8 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | (0.1) | % | 1.0 | % | ||||||||||||||||||||||||||||||||||
| Total revenue (decline) growth | (1.7) | % | 1.8 | % |
Third Quarter 2026 Compared to the Third Quarter 2025
Engineered Products revenue for the third quarter of 2026 decreased $4.8 million, or 1.7%, as compared to the third quarter of 2025, due to organic decline of 1.6% and an unfavorable impact from foreign currency translation of 0.1%. Customer pricing favorably impacted revenue by 2.4% in the third quarter of 2026 and by 2.7% in the prior year comparable quarter.
The organic revenue decline was primarily due to lower vehicle services volume in Europe, partially offset by pricing actions and solid demand trends in aerospace and defense components, fluid dispensing and precision soldering, and industrial winches. We expect organic volumes to stabilize in the fourth quarter, with continued demand headwinds in vehicle services offset by continued strong demand trends across other end markets.
Engineered Products segment earnings decreased $0.9 million, or 1.5%, compared to the third quarter of 2025. The decrease was primarily due to lower vehicle services volume and inflationary impacts, partially offset by cost management actions and constructive demand trends across other end markets. Segment earnings margin remained flat at 20.6% compared to the prior year comparable quarter.
Overall bookings increased 0.4% as compared to the prior year comparable quarter. The bookings increase was driven by strength in our aerospace and defense business, industrial winches, precision soldering, and fluid dispensing. Segment book-to-bill was 1.00.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Engineered Products revenue for the nine months ended September 30, 2026 increased $14.7 million, or 1.8%, compared to the prior year comparable period. This was comprised of a favorable impact from foreign currency translation of 1.0% and an organic revenue growth of 0.8%. The organic revenue growth was primarily driven by pricing actions and solid demand trends in aerospace and defense components, fluid dispensing, and industrial winches, partially offset by lower vehicle service demand in Europe. Customer pricing favorably impacted revenue by 2.5% in the current period and by 2.3% in the prior year comparable period.
Segment earnings for the nine months ended September 30, 2026 increased $4.3 million, or 2.8%, as compared to the 2025 comparable period. The increase was primarily driven by pricing actions, productivity initiatives, and carry-over benefits from restructuring actions taken in 2025, partially offset by inflationary impacts and lower volumes in vehicle service. Segment earnings margin increased to 19.3% from 19.1% as compared to the prior year comparable period.
Clean Energy & Fueling
Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport, dispensing, and remote monitoring of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 606,003 | $ | 541,368 | 11.9 | % | $ | 1,755,771 | $ | 1,578,613 | 11.2 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 132,881 | $ | 118,665 | 12.0 | % | $ | 360,468 | $ | 312,080 | 15.5 | % | ||||||||||||||||||||||||||
| Segment earnings margin | 21.9 % | 21.9 % | 20.5 % | 19.8 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 592,608 | $ | 509,553 | 16.3 | % | $ | 1,810,429 | $ | 1,580,231 | 14.6 | % | ||||||||||||||||||||||||||
| Components of revenue growth: | ||||||||||||||||||||||||||||||||||||||
| Organic growth | 12.1 | % | 10.6 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | (0.2) | % | 0.6 | % | ||||||||||||||||||||||||||||||||||
| Total revenue growth | 11.9 | % | 11.2 | % |
Third Quarter 2026 Compared to the Third Quarter 2025
Clean Energy & Fueling revenue for the third quarter of 2026 increased $64.6 million, or 11.9%, as compared to the third quarter of 2025, driven by organic revenue growth of 12.1%, offset by an unfavorable foreign currency translation impact of 0.2%. Customer pricing favorably impacted revenue by 3.6% in the third quarter of 2026 and by 2.3% in the prior year comparable quarter.
The organic revenue growth was primarily driven by favorable demand trends and pricing actions in our above and below-ground retail fueling and clean energy components businesses. We expect demand trends to remain constructive for the segment in the fourth quarter.
Clean Energy & Fueling segment earnings increased $14.2 million, or 12.0%, over the prior year comparable quarter. The increase was primarily driven by volume growth and productivity actions. Segment earnings margin remained flat at 21.9% compared to prior year comparable quarter.
Overall bookings increased 16.3% as compared to the prior year comparable quarter. The bookings increase was primarily driven by demand in clean energy components and above and below-ground retail fueling. Segment book-to-bill was 0.98.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Clean Energy & Fueling segment revenue increased $177.2 million, or 11.2%, as compared to the nine months ended September 30, 2025, attributable to organic revenue growth of 10.6%, and a favorable foreign currency translation impact of 0.6%. Organic revenue growth was driven by pricing actions and strong demand in our above and below-ground retail fueling and clean energy components businesses. Customer pricing favorably impacted revenue by 2.9% in the current period and by 1.8% in the prior year comparable period.
Clean Energy & Fueling segment earnings increased $48.4 million or 15.5%, for the nine months ended September 30, 2026. The increase was primarily driven by volume growth and productivity actions. Segment earnings margin increased to 20.5% from 19.8% in the prior year comparable period.
Imaging & Identification
Our Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 304,667 | $ | 299,100 | 1.9 | % | $ | 895,188 | $ | 871,199 | 2.8 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 95,171 | $ | 81,772 | 16.4 | % | $ | 257,604 | $ | 236,284 | 9.0 | % | ||||||||||||||||||||||||||
| Segment earnings margin | 31.2 % | 27.3 % | 28.8 % | 27.1 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 292,907 | $ | 292,229 | 0.2 | % | $ | 908,324 | $ | 872,490 | 4.1 | % | ||||||||||||||||||||||||||
| Components of revenue growth: | ||||||||||||||||||||||||||||||||||||||
| Organic growth | 2.2 | % | 0.7 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | (0.3) | % | 2.1 | % | ||||||||||||||||||||||||||||||||||
| Total revenue growth | 1.9 | % | 2.8 | % |
Third Quarter 2026 Compared to the Third Quarter 2025
Imaging & Identification revenue for the third quarter of 2026 increased $5.6 million, or 1.9%, as compared to the third quarter of 2025, driven by organic revenue growth of 2.2%, offset by an unfavorable impact from foreign currency translation of 0.3%. Customer pricing favorably impacted revenue by 0.3% in the third quarter of 2026 and by 3.6% in the prior year comparable quarter.
The organic revenue growth was primarily driven by robust demand in serialization software and solid growth in core marking and coding equipment and consumables. We expect constructive demand trends to continue in the final quarter of the year.
Imaging & Identification segment earnings increased $13.4 million, or 16.4%, over the prior year comparable quarter. The increase was primarily driven by volume leverage from revenue growth in serialization software and marking & coding, productivity initiatives, and benefits from restructuring actions. Segment earnings margin increased to 31.2% from 27.3% in the prior year comparable quarter.
Overall bookings increased 0.2% as compared to the prior year comparable quarter. The bookings increase was primarily driven by order strength in our core marking and coding business. Segment book-to-bill was 0.96.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Imaging & Identification segment revenue increased $24.0 million, or 2.8%, as compared to the nine months ended September 30, 2025, attributable to a favorable impact from foreign currency translation of 2.1% and an organic revenue growth of 0.7%. The organic revenue growth was primarily driven by customer pricing, which favorably impacted revenue by 0.7% in the current period and by 3.3% in the prior year comparable period.
Imaging & Identification segment earnings increased $21.3 million, or 9.0%, for the nine months ended September 30, 2026 over the prior year comparable period. The increase was primarily driven by volume leverage, productivity and cost management actions, and favorable mix. Segment earnings margin increased to 28.8% from 27.1% in the prior year comparable period.
Pumps & Process Solutions
Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly engineered precision components, instruments and digital controls for rotating and reciprocating machines, polymer processing equipment, measurement, inspection, and control technologies, serving single-use biopharmaceutical production, diversified industrial manufacturing applications, chemical production, plastics and polymer processing, midstream and downstream oil and gas, clean energy markets, thermal management, wire and cable, food and beverage, semiconductor production and medical applications and other end-markets.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 568,517 | $ | 550,920 | 3.2 | % | $ | 1,659,036 | $ | 1,565,047 | 6.0 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 177,878 | $ | 168,565 | 5.5 | % | $ | 526,218 | $ | 479,344 | 9.8 | % | ||||||||||||||||||||||||||
| Segment earnings margin | 31.3 % | 30.6 % | 31.7 % | 30.6 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 557,177 | $ | 510,960 | 9.0 | % | $ | 1,744,775 | $ | 1,540,405 | 13.3 | % | ||||||||||||||||||||||||||
| Components of revenue growth: | ||||||||||||||||||||||||||||||||||||||
| Organic growth | 1.2 | % | 0.3 | % | ||||||||||||||||||||||||||||||||||
| Acquisitions | 1.7 | % | 4.4 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 0.3 | % | 1.3 | % | ||||||||||||||||||||||||||||||||||
| Total revenue growth | 3.2 | % | 6.0 | % |
Third Quarter 2026 Compared to the Third Quarter 2025
Pumps & Process Solutions revenue for the third quarter of 2026 increased $17.6 million, or 3.2%, as compared to the third quarter of 2025, driven by acquisition-related growth of 1.7%, organic revenue growth of 1.2%, and a favorable impact from foreign currency translation of 0.3%. Acquisition-related growth was driven by the acquisition of Cloeren in the third quarter of 2026. Customer pricing favorably impacted revenue by 1.2% in the third quarter of 2026 and by 2.2% in the prior year comparable quarter.
The organic revenue growth was primarily driven by robust demand for products used in electrification and power generation infrastructure, single-use biopharma components, and industrial pumps, partially offset by declines in our polymer processing solutions business as customers continue to focus on optimizing the significant capacity investments made over the last several years. We expect the organic growth to trend positively in the final quarter of the year.
Pumps & Process Solutions segment earnings increased $9.3 million, or 5.5%, over the prior year comparable quarter. The increase was driven by favorable mix, and productivity actions. Segment earnings margin increased to 31.3% from 30.6% in the prior year comparable quarter.
Overall bookings increased 9.0% as compared to the prior year comparable quarter. The bookings increase was primarily driven by positive demand trends in industrial pumps and precision components. Segment book-to-bill was 0.98.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Pumps & Process Solutions segment revenue increased $94.0 million, or 6.0%, as compared to the nine months ended September 30, 2025, attributable to acquisition-related growth of 4.4% for the acquisitions of Sikora AG and ipp Pump Products GmbH in the second quarter of 2025 and Cloeren in the third quarter of 2026, a favorable impact from foreign currency translation of 1.3%, and an organic revenue growth of 0.3%. The organic revenue growth was primarily driven by robust demand for products used in electrification and power generation infrastructure, single-use biopharma components, and industrial pumps, partially offset by declines in our polymer processing solutions business. Customer pricing favorably impacted revenue by 1.4% in the current period and by 1.7% in the prior year comparable period.
Pumps & Process Solutions segment earnings increased $46.9 million, or 9.8%, for the nine months ended September 30, 2026 over the prior year comparable period. The increase was driven by favorable price versus cost dynamics, productivity initiatives, and restructuring benefits, partially offset by lower volumes in our polymer processing solutions business. Segment earnings margin increased to 31.7% from 30.6% from the prior year comparable period.
Climate & Sustainability Technologies
Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-markets.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 481,452 | $ | 408,529 | 17.9 | % | $ | 1,347,609 | $ | 1,172,568 | 14.9 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 80,555 | $ | 76,002 | 6.0 | % | $ | 220,376 | $ | 205,383 | 7.3 | % | ||||||||||||||||||||||||||
| Segment earnings margin | 16.7 % | 18.6 % | 16.4 % | 17.5 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 594,051 | $ | 415,099 | 43.1 | % | $ | 1,801,283 | $ | 1,194,968 | 50.7 | % | ||||||||||||||||||||||||||
| Components of revenue growth: | ||||||||||||||||||||||||||||||||||||||
| Organic growth | 17.9 | % | 13.7 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | % | 1.2 | % | ||||||||||||||||||||||||||||||||||
| Total revenue growth | 17.9 | % | 14.9 | % |
Third Quarter 2026 Compared to the Third Quarter 2025
Climate & Sustainability Technologies revenue increased $72.9 million, or 17.9%, as compared to the third quarter of 2025, driven by organic revenue growth of 17.9% and negligible impact from foreign currency translation. Customer pricing favorably impacted revenue by 3.0% in the third quarter of 2026 and by 0.5% in the prior year comparable quarter.
The organic revenue growth was primarily driven by continued strong demand in CO2 refrigerant systems and growth in refrigerated door case volumes, as well as accelerating demand for heat exchangers used in data center cooling and other applications. We expect organic growth trends to remain strong in the final quarter of the year.
Climate & Sustainability Technologies segment earnings increased $4.6 million, or 6.0%, over the prior year comparable quarter. The increase in segment earnings was primarily driven by higher customer volumes, partially offset by costs relating to the timing of footprint consolidation projects and production ramp costs in retail refrigeration. Segment earnings margin decreased to 16.7% from 18.6% in the prior year comparable quarter.
Bookings in the third quarter of 2026 increased 43.1% from the prior year comparable quarter. The bookings increase was primarily driven by demand strength in retail refrigeration and heat exchangers, including longer lead-time orders. Segment book-to-bill was 1.23.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Climate & Sustainability Technologies segment revenue increased $175.0 million, or 14.9%, compared to the nine months ended September 30, 2025, reflecting organic revenue growth of 13.7%, and a favorable foreign currency translation impact of 1.2%. The organic revenue growth for the nine months ended September 30, 2026 was driven by favorable demand trends in retail refrigeration and heat exchanger applications. Customer pricing favorably impacted revenue by 2.6% in the current period and by 0.3% in the prior year comparable period.
Climate & Sustainability Technologies segment earnings increased $15.0 million, or 7.3%, for the nine months ended September 30, 2026, as compared to the prior year comparable period. The earnings increase was primarily driven by the favorable impact from higher volumes, partially offset by costs relating to the timing of footprint consolidation projects and production ramp costs in retail refrigeration. Segment earnings margin decreased to 16.4% from 17.5% in the prior year comparable period.
Reconciliation of Segment Earnings to Earnings from Continuing Operations
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Earnings from Continuing Operations: | |||||||||||||||||||||||
| Segment earnings: | |||||||||||||||||||||||
| Engineered Products | $ | 56,613 | $ | 57,483 | $ | 159,402 | $ | 155,108 | |||||||||||||||
| Clean Energy & Fueling | 132,881 | 118,665 | 360,468 | 312,080 | |||||||||||||||||||
| Imaging & Identification | 95,171 | 81,772 | 257,604 | 236,284 | |||||||||||||||||||
| Pumps & Process Solutions | 177,878 | 168,565 | 526,218 | 479,344 | |||||||||||||||||||
| Climate & Sustainability Technologies | 80,555 | 76,002 | 220,376 | 205,383 | |||||||||||||||||||
| Total segment earnings | 543,098 | 502,487 | 1,524,068 | 1,388,199 | |||||||||||||||||||
| Purchase accounting expenses (1) | 45,850 | 59,381 | 152,020 | 159,608 | |||||||||||||||||||
| Restructuring and other costs (2) | 21,767 | 15,913 | 83,197 | 48,520 | |||||||||||||||||||
| Gain on dispositions (3) | — | — | — | (4,644) | |||||||||||||||||||
| Corporate expense / other (4) | 42,445 | 31,515 | 139,217 | 125,349 | |||||||||||||||||||
| Interest expense | 28,870 | 27,239 | 87,450 | 81,638 | |||||||||||||||||||
| Interest income | (16,520) | (17,804) | (45,102) | (55,993) | |||||||||||||||||||
| Earnings before provision for income taxes | 420,686 | 386,243 | 1,107,286 | 1,033,721 | |||||||||||||||||||
| Provision for income taxes | 83,866 | 82,951 | 219,172 | 211,058 | |||||||||||||||||||
| Earnings from continuing operations | $ | 336,820 | $ | 303,292 | $ | 888,114 | $ | 822,663 |
(1) Purchase accounting expenses are primarily comprised of amortization of acquired intangible assets.
(2) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.
(3) Gain on dispositions, including post-closing adjustments.
(4) Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services and digital and IT overhead costs, deal-related expenses and various administrative expenses relating to the corporate headquarters.
Restructuring and Other Costs (Benefits)
Restructuring and other costs are not presented in our segment earnings because these costs are excluded from the segment operating performance measure reviewed by management. During the three and nine months ended September 30, 2026, we incurred restructuring charges of $19.4 million and $66.6 million and other costs, net of $2.4 million and $16.6 million, respectively. Restructuring charges for the three and nine months ended September 30, 2026 were primarily related to headcount reductions and exit costs in the Pumps & Process Solutions, Climate & Sustainability Technologies, Clean Energy & Fueling, and Engineered Products segments. These restructuring programs were initiated in 2025 and 2026 and the Company will continue to make proactive adjustments to its cost structure to align with current demand trends. Other costs, net for the nine months ended September 30, 2026 of $16.6 million are primarily due to a footprint reduction in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statements of earnings. Additional programs beyond the scope of the announced programs may be implemented during 2026 with related restructuring and other cost charges.
We recorded the following restructuring and other costs for the three and nine months ended September 30, 2026:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 1,115 | $ | 5,652 | $ | 216 | $ | 6,476 | $ | 5,560 | $ | 358 | $ | 19,377 | |||||||||||||||||||||||||||
| Other costs, net | 140 | 219 | 687 | 423 | 472 | 449 | 2,390 | ||||||||||||||||||||||||||||||||||
| Restructuring and other costs | $ | 1,255 | $ | 5,871 | $ | 903 | $ | 6,899 | $ | 6,032 | $ | 807 | $ | 21,767 |
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 7,926 | $ | 14,647 | $ | 3,041 | $ | 20,201 | $ | 19,912 | $ | 873 | $ | 66,600 | |||||||||||||||||||||||||||
| Other costs, net | 272 | 2,605 | 2,269 | 1,294 | 8,342 | 1,815 | 16,597 | ||||||||||||||||||||||||||||||||||
| Restructuring and other costs | $ | 8,198 | $ | 17,252 | $ | 5,310 | $ | 21,495 | $ | 28,254 | $ | 2,688 | $ | 83,197 |
Restructuring and other costs for the three and nine months ended September 30, 2025 include restructuring charges of $10.6 million and $32.4 million and other costs, net of $5.3 million and $16.1 million. Restructuring charges for the three and nine months ended September 30, 2025 were primarily related to exit costs and headcount reductions in the Climate & Sustainability Technologies, Clean Energy & Fueling, and Pumps & Process Solutions segments. These restructuring programs were initiated in 2024 and 2025 and were undertaken in light of current market conditions. Other costs, net of $5.3 million for the three months ended September 30, 2025 include $1.8 million in costs associated with a footprint reduction in our Climate & Sustainability Technologies segment. Other costs, net of $16.1 million for the nine months ended September 30, 2025 includes $4.0 million in costs associated with a product line exit and $3.3 million in costs associated with a footprint reduction, both in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statement of earnings.
We recorded the following restructuring and other costs for the three and nine months ended September 30, 2025:
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 1,062 | $ | 2,842 | $ | 355 | $ | 1,711 | $ | 4,500 | $ | 133 | $ | 10,603 | |||||||||||||||||||||||||||
| Other costs (benefits), net | 91 | 1,038 | 530 | 184 | 2,895 | 572 | 5,310 | ||||||||||||||||||||||||||||||||||
| Restructuring and other costs | $ | 1,153 | $ | 3,880 | $ | 885 | $ | 1,895 | $ | 7,395 | $ | 705 | $ | 15,913 |
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 4,093 | $ | 7,286 | $ | 843 | $ | 6,302 | $ | 13,310 | $ | 608 | $ | 32,442 | |||||||||||||||||||||||||||
| Other costs (benefits), net | 147 | 1,895 | 1,541 | (79) | 9,893 | 2,681 | 16,078 | ||||||||||||||||||||||||||||||||||
| Restructuring and other costs | $ | 4,240 | $ | 9,181 | $ | 2,384 | $ | 6,223 | $ | 23,203 | $ | 3,289 | $ | 48,520 |
Purchase Accounting Expenses
Purchase accounting expenses primarily relate to amortization of acquired intangible assets. These expenses are not presented in our segment earnings because they are excluded from the segment operating performance measure reviewed by management. These expenses reconcile to segment earnings as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Purchase Accounting Expenses | |||||||||||||||||||||||
| Engineered Products | $ | 2,815 | $ | 2,841 | $ | 8,498 | $ | 8,283 | |||||||||||||||
| Clean Energy & Fueling | 24,521 | 25,281 | 74,205 | 75,985 | |||||||||||||||||||
| Imaging & Identification | 4,949 | 5,951 | 15,040 | 17,405 | |||||||||||||||||||
| Pumps & Process Solutions | 9,143 | 20,887 | 41,006 | 44,690 | |||||||||||||||||||
| Climate & Sustainability Technologies | 4,422 | 4,421 | 13,271 | 13,245 | |||||||||||||||||||
| Total | $ | 45,850 | $ | 59,381 | $ | 152,020 | $ | 159,608 | |||||||||||||||
FINANCIAL CONDITION
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Significant factors affecting liquidity are cash flows generated from operating activities, capital expenditures, acquisitions, dispositions, dividends, repurchase of outstanding shares, adequacy of available commercial paper and bank lines of credit and the ability to attract long-term capital with satisfactory terms. We generate substantial cash from the operations of our businesses and remain in a strong financial position, with sufficient liquidity available for upcoming debt maturities and for reinvestment in existing businesses and strategic acquisitions.
Cash Flow Summary
The following table is derived from our condensed consolidated statements of cash flows:
| Nine Months Ended September 30, | |||||||||||
| Cash Flows from Operations (in thousands) | 2026 | 2025 | |||||||||
| Net cash flows provided by (used in): | |||||||||||
| Operating activities | $ | 865,931 | $ | 794,059 | |||||||
| Investing activities | (202,608) | (814,627) | |||||||||
| Financing activities | (641,362) | (280,347) |
Operating Activities
Cash flow from operating activities for the nine months ended September 30, 2026 increased by $71.9 million compared to September 30, 2025, primarily driven by higher operating earnings during the period.
Adjusted Working Capital: We believe adjusted working capital (a non-GAAP measure calculated as receivables, plus inventory, less accounts payable) provides a meaningful measure of liquidity by showing changes caused by operational results.
The following table provides a calculation of adjusted working capital:
| Adjusted Working Capital (in thousands) | September 30, 2026 | December 31, 2025 | ||||||||||||||||||
| Receivables, net | $ | 1,571,743 | $ | 1,371,352 | ||||||||||||||||
| Inventories, net | 1,469,050 | 1,272,784 | ||||||||||||||||||
| Less: Accounts payable | 943,344 | 875,678 | ||||||||||||||||||
| Adjusted working capital | $ | 2,097,449 | $ | 1,768,458 | ||||||||||||||||
Adjusted working capital has increased by $329.0 million, or 18.6%, for the nine months ended September 30, 2026, driven by an increase of $200.4 million in net receivables and an increase of $196.3 million in net inventory, partially offset by an increase in accounts payable of $67.7 million. These amounts include the effects of acquisitions and foreign currency translation. Accounts receivable increased compared to the prior year as a result of higher revenue generation during the period. Inventories increased to support higher volume deliveries expected over the next several quarters, as supported by the order book. These factors also led to an increase in accounts payable.
Investing Activities
Cash flow from investing activities is primarily derived from cash outflows for capital expenditures and acquisitions. The majority of the activity in investing activities was comprised of the following:
-
Acquisitions: During the nine months ended September 30, 2026, we deployed approximately $42.8 million, net to acquire two businesses within the Pumps & Process Solutions segment and one business within the Engineered Products segment. In comparison, during the nine months ended September 30, 2025, we deployed approximately $663.2 million, net to acquire three businesses within the Pumps & Process Solutions segment and one business within the Clean Energy & Fueling segment. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
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Capital spending: Capital expenditures decreased $0.3 million during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, in line with our planned capital expenditures for the year.
We anticipate that capital expenditures and any additional acquisitions we make through the remainder of 2026 will be funded from available cash and internally generated funds and, if necessary, through the issuance of commercial paper, or by accessing the public debt or equity markets. We estimate capital expenditures in 2026 to range from $200.0 million to $220.0 million.
Financing Activities
Cash flow from financing activities generally relates to the use of cash for payment of dividends, purchases of our common stock, and cash payments related to the settlement of tax obligations for exercises of share-based awards. The majority of financing activity was attributed to the following:
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Repurchase of common stock: During the nine months ended September 30, 2026, the Company repurchased a total of 1,934,185 shares for $385.5 million. During the nine months ended September 30, 2025, the Company repurchased a total of 200,000 shares for $40.7 million. See Note 17 — Stockholders' Equity in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
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Dividend payments: Total dividend payments to common shareholders were $210.8 million during the nine months ended September 30, 2026, as compared to $213.2 million during the same period in 2025. Our dividends paid per common share increased 1.0% to $1.565 during the nine months ended September 30, 2026 compared to $1.55 during the same period in 2025.
Liquidity and Capital Resources
Free Cash Flow
In addition to measuring our cash flow generation and usage based upon the operating, investing and financing classifications included in the condensed consolidated statements of cash flows, we also measure free cash flow (a non-GAAP measure) which represents net cash provided by operating activities minus capital expenditures. Free cash flow as a percentage of revenue equals free cash flow divided by revenue. Free cash flow as a percentage of earnings from continuing operations equals free cash flow divided by earnings from continuing operations. We believe that free cash flow is an important measure of liquidity because it provides management and investors a measurement of cash generated from operations that may be available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing our common stock.
The following table reconciles our free cash flow to cash flow provided by operating activities:
| Nine Months Ended September 30, | |||||||||||
| Free Cash Flow (dollars in thousands) | 2026 | 2025 | |||||||||
| Cash flow provided by operating activities | $ | 865,931 | $ | 794,059 | |||||||
| Less: Capital expenditures | (163,005) | (163,274) | |||||||||
| Free cash flow | $ | 702,926 | $ | 630,785 | |||||||
| Cash flow from operating activities as a percentage of revenue | 13.4 | % | 13.2 | % | |||||||
| Cash flow from operating activities as a percentage of earnings from continuing operations | 97.5 | % | 96.5 | % | |||||||
| Free cash flow as a percentage of revenue | 10.9 | % | 10.5 | % | |||||||
| Free cash flow as a percentage of earnings from continuing operations | 79.1 | % | 76.7 | % |
For the nine months ended September 30, 2026, we generated free cash flow of $702.9 million, representing 10.9% of revenue and 79.1% of earnings from continuing operations. Free cash flow for the nine months ended September 30, 2026 increased $72.1 million, compared to September 30, 2025, primarily driven by higher operating earnings.
Capitalization
We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common stock. As of September 30, 2026, we maintained a $1.5 billion five-year unsecured revolving credit facility (the "Credit Agreement") with a syndicate of banks which expires April 2, 2031. The Credit Agreement is designated as a liquidity back-stop for the Company's commercial paper program and also is available for general corporate purposes. There were no outstanding borrowings under the Credit Agreement as of September 30, 2026.
At the Company's election, loans under the Credit Agreement will bear interest at a base rate plus an applicable margin. The Credit Agreement requires the Company to pay facility fees and impose various restrictions on the Company such as, among other things, a requirement to maintain an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. The Company was in compliance with all covenants in the Credit Agreement and other long-term debt covenants at September 30, 2026 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 35.7 to 1. We are not aware of any potential impairment to our liquidity and expect to remain in compliance with all of our debt covenants.
We also have a current shelf registration statement filed with the Securities and Exchange Commission that allows for the issuance of additional debt securities that may be utilized in one or more offerings on terms to be determined at the time of the offering. Net proceeds of any offering would be used for general corporate purposes, including repayment of existing indebtedness, capital expenditures and acquisitions.
At September 30, 2026, our cash and cash equivalents totaled $1.7 billion, of which approximately $550.7 million was held outside the United States. At December 31, 2025, our cash and cash equivalents totaled $1.7 billion, of which approximately $447.8 million was held outside the United States. Cash and cash equivalents are held primarily in bank deposits with highly rated banks. We regularly hold cash in excess of near-term requirements in bank deposits or invest the funds in government money market instruments or short-term investments, which consist of investment grade time deposits with original maturity dates at the time of purchase of no greater than three months.
On August 18, 2026, the Company entered into a definitive agreement to acquire the business of Leistung Engineering Pvt. Ltd. for approximately $40.0 million, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
On October 9, 2026, the Company entered into a definitive agreement to sell an equity method investment and expects to receive approximately $43.0 million, representing its proportionate share of the preliminary proceeds, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals. See Note 20 — Subsequent Events in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
We utilize the net debt to net capitalization calculation (a non-GAAP measure) to evaluate our capital structure and assess our overall financial leverage and capacity and believe the calculation is useful to investors for the same reason. Net debt represents total debt minus cash and cash equivalents. Net capitalization represents net debt plus stockholders' equity. The following table provides a calculation of net debt to net capitalization from the most directly comparable GAAP measures:
| Net Debt to Net Capitalization Ratio (dollars in thousands) | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Current portion of long-term debt | $ | 683,403 | $ | 706,677 | |||||||||||||
| Long-term debt | 2,581,187 | 2,621,295 | |||||||||||||||
| Total debt | 3,264,590 | 3,327,972 | |||||||||||||||
| Less: Cash and cash equivalents | (1,693,175) | (1,676,808) | |||||||||||||||
| Net debt | 1,571,415 | 1,651,164 | |||||||||||||||
| Add: Stockholders' equity | 7,636,014 | 7,405,206 | |||||||||||||||
| Net capitalization | $ | 9,207,429 | $ | 9,056,370 | |||||||||||||
| Net debt to net capitalization | 17.1 | % | 18.2 | % |
Our net debt to net capitalization ratio decreased to 17.1% at September 30, 2026 compared to 18.2% at December 31, 2025. Net debt decreased $79.7 million during the period primarily driven by the decrease in value of the euro-denominated debt
resulting from foreign currency translation adjustments and an increase in cash and cash equivalents. Stockholders' equity increased for the period primarily driven by current earnings of $884.0 million, partially offset by share repurchases and dividends paid for the period.
Operating cash flow and access to capital markets are expected to satisfy our various cash flow requirements, including acquisitions, capital expenditures, purchase obligations, debt maturities, and lease obligations. Acquisition spending and/or share repurchases could potentially increase our debt.
We believe that existing sources of liquidity are adequate to meet anticipated funding needs at current risk-based interest rates for the foreseeable future.
Critical Accounting Estimates
Our condensed consolidated financial statements and related public financial information are based on the application of GAAP which requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our public disclosures, including information regarding contingencies, risk and our financial condition. We believe our use of estimates and underlying accounting assumptions conform to GAAP and are consistently applied. We review valuations based on estimates for reasonableness on a consistent basis.
Recent Accounting Standards
See Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements in Item 1 of this Form 10-Q. The adoption of recent accounting standards as included in Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements has not had, and is not expected to have, a significant impact on our revenue, earnings or liquidity.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, especially MD&A, contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, "forward-looking" statements. Some of these statements may be indicated by words such as "may", "anticipate", "expect", "believe", "intend", "continue", "guidance", "estimates", "suggest", "will", "plan", "should", "would", "could", "forecast" and other words and terms that use the future tense or have a similar meaning. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2025. Factors that could cause actual results to differ materially from current expectations include, among other things: general economic conditions and conditions in the particular markets in which we operate; supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics; the impacts of natural or human induced disasters, acts of war, terrorism, international conflicts, and public health crises or other future pandemics on the global economy and on our customers, suppliers, employees, business and cash flows; changes in customer demand and capital spending; competitive factors and pricing pressures; our ability to develop and launch new products in a cost-effective manner; changes in law, including the effect of tax laws and developments with respect to trade policy and tariffs; our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired businesses; acquisition valuation levels; the impact of interest rate and currency exchange rate fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions; our ability to effectively deploy capital resulting from dispositions; our ability to derive expected benefits from restructurings, productivity initiatives and other cost reduction actions; the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and privacy; and our ability to capture and protect intellectual property rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
The Company may, from time to time, post financial or other information on its website, www.dovercorporation.com. The website is for informational purposes only and is not intended for use as a hyperlink. The Company is not incorporating any material on its website into this report.
Non-GAAP Disclosures
In an effort to provide investors with additional information regarding our results as determined by GAAP, we also disclose non-GAAP information, which we believe provides useful information to investors. Free cash flow, free cash flow as a percentage of revenue, free cash flow as a percentage of earnings from continuing operations, net debt, net capitalization, net debt to net capitalization ratio, adjusted working capital, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for cash flows from operating activities, debt or equity, working capital or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies.
Reconciliations and comparisons to non-GAAP measures can be found above in this Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.
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