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Ingersoll Rand Inc.

For the period ended Jun 30, 2025. Filed Jul 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 31, 2025

IR$82.99+1.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-02.

0001628280-25-021883

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-07-31.

0001628280-25-037049

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 109 previous paragraphs and 128 current paragraphs.

75 unchanged; 25 reworded; 24 added; 9 removed; 0 previous and 4 current paragraphs rearranged.

Tables are not compared: 9 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (24)

Current report

Revenues for the six month period ended June 30, 2025 were $3,604.7 million, an increase of $129.3 million, or 3.7%, compared to $3,475.4 million for the same six month period in 2024. The increase in revenues was primarily due to acquisitions of $255.9 million and higher pricing of $56.9 million, partially offset by lower organic volumes of $183.6 million. The percentage of consolidated revenues derived from aftermarket parts and services was 37.3% in the six month period ended June 30, 2025 compared to 36.3% in the same six month period in 2024.

Current report

Gross profit for the six month period ended June 30, 2025 was $1,590.4 million, an increase of $50.8 million, or 3.3%, compared to $1,539.6 million for the same six month period in 2024, and as a percentage of revenues was 44.1% for the six month period ended June 30, 2025 and 44.3% for the same six month period in 2024. The increase in gross profit is primarily due to acquisitions. The decrease in gross profit as a percentage of revenues is primarily due to unfavorable cost leverage on lower organic volumes partially offset by cost measures.

Current report

Selling and administrative expenses were $371.2 million for the three month period ended June 30, 2025, an increase of $29.1 million, or 8.5%, compared to $342.1 million for the same three month period in 2024. The increase in selling and administrative expenses was primarily due to acquisitions. Selling and administrative expenses as a percentage of revenues increased to 19.7% for the three month period ended June 30, 2025 from 18.9% in the same three month period in 2024.

Current report

Amortization of intangible assets was $182.9 million for the six month period ended June 30, 2025, an increase of $0.1 million, compared to $182.8 million in the same six month period in 2024. The increase was primarily due to businesses acquired in 2024 and first half of 2025 discussed in Note 2 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, partially offset by certain intangible assets becoming fully amortized.

Current report

Other operating expense, net was $41.6 million for the six month period ended June 30, 2025, a decrease of $71.8 million, compared to $113.4 million in the same six month period in 2024. The decrease was primarily due to the loss on asbestos sale of $58.8 million in the 2024 period that didn't recur in the 2025 period, lower acquisition and other transaction related expenses and non-cash charges of $19.6 million, lower restructuring charges of $5.1 million, and higher foreign currency transaction losses, net of $13.5 million. See Note 17 “Other Operating Expenses, net” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further discussion of the loss on asbestos sale.

Current report

Net loss was $113.8 million for the three month period ended June 30, 2025 compared to net income of $186.5 million in the same three month period in 2024. The decrease in net income (loss) was primarily due to impairments of goodwill and other intangible assets and the impairment of an equity method investment in the second quarter of 2025.

Current report

Net income was $74.6 million for the six month period ended June 30, 2025 compared to net income of $391.0 million in the same six month period in 2024. The decrease in net income was primarily due to impairments of goodwill and other intangible assets and the impairment of an equity method investment in the second quarter of 2025.

Current report

Adjusted EBITDA increased $16.0 million to $969.1 million for the six month period ended June 30, 2025 compared to $953.1 million in the same six month period in 2024. Adjusted EBITDA as a percentage of revenues decreased 50 basis points to 26.9% for the six month period ended June 30, 2025 from 27.4% for the same six month period in 2024. The increase in Adjusted EBITDA was primarily due to acquisitions of $57.2 million, higher pricing of $56.9 million, lower selling and administrative costs of $8.9 million, and the favorable impact of foreign currencies of $0.7 million, partially offset by lower organic sales volume of $82.0 million and unfavorable cost productivity and product mix of $25.7 million. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to lower organic volumes and the decretive impact of acquisitions.

Current report

Adjusted Net Income decreased $42.6 million to $618.4 million for the six month period ended June 30, 2025 compared to $661.0 million in the same six month period in 2024. The decrease was primarily due to higher interest expense, higher income tax provision, as adjusted, and lower interest income on cash and cash equivalents.

Current report

Segment Orders for the three month period ended June 30, 2025 were $1,560.9 million, an increase of $95.5 million, or 6.5%, compared to $1,465.4 million in the same three month period in 2024. The increase in Segment Orders was due to acquisitions of

Current report

$60.2 million or 4.1%, the favorable impact of foreign currencies of $21.6 million or 1.5%, and higher organic orders of $13.7 million or 0.9%.

Current report

Segment Revenues for the three month period ended June 30, 2025 were $1,491.6 million, an increase of $25.1 million, or 1.7%, compared to $1,466.5 million in the same three month period in 2024. The increase in Segment Revenues was due to acquisitions of $61.1 million or 4.2%, higher pricing of $23.8 million or 1.6%, and the favorable impact of foreign currencies of $20.1 million or 1.4%, partially offset by lower organic volumes of $79.9 million or 5.4%. The percentage of Segment Revenues derived from aftermarket parts and service was 40.7% in the three month period ended June 30, 2025 compared to 38.8% in the same three month period in 2024.

Current report

Segment Adjusted EBITDA for the three month period ended June 30, 2025 was $427.2 million, a decrease of $9.0 million, or 2.1%, from $436.2 million in the same three month period in 2024. Segment Adjusted EBITDA Margin decreased 110 basis points to 28.6% from 29.7% in 2024. The decrease in Segment Adjusted EBITDA was primarily due to lower organic sales volume of $34.9 million or 8.0%, unfavorable cost productivity and product mix of $11.3 million or 2.6%, and higher selling and administrative costs of $4.0 million or 0.9%, partially offset by higher pricing of $23.8 million or 5.5% and acquisitions of $11.9 million or 2.7%, and favorable impact of foreign currencies of $5.6 million or 1.3%.

Current report

Segment Orders for the six month period ended June 30, 2025 were $3,047.9 million, an increase of $184.1 million, or 6.4%, compared to $2,863.8 million in the same six month period in 2024. The increase in Segment Orders was due to acquisitions of $126.6 million or 4.4% and higher organic orders of $62.0 million or 2.2%, partially offset by the unfavorable impact of foreign currencies of $4.5 million or 0.2%.

Current report

Segment Revenues for the six month period ended June 30, 2025 were $2,843.7 million, an increase of $3.8 million, or 0.1%, compared to $2,839.9 million in the same six month period in 2024. The increase in Segment Revenues was due to acquisitions of $120.6 million or 4.2% and higher pricing of $41.5 million or 1.5%, partially offset by lower organic volumes of $154.8 million or 5.5% and unfavorable impact of foreign currencies of $3.5 million or 0.1%. The percentage of Segment Revenues derived from aftermarket parts and service was 41.6% in the six month period ended June 30, 2025 compared to 39.3% in the same six month period in 2024.

Current report

Segment Adjusted EBITDA for the six month period ended June 30, 2025 was $816.3 million, a decrease of $31.0 million, or 3.7%, from $847.3 million in the same six month period in 2024. Segment Adjusted EBITDA Margin decreased 110 basis points to 28.7% from 29.8% in 2024. The decrease in Segment Adjusted EBITDA was primarily due to lower organic sales volume of $68.2 million or 8.0%, unfavorable cost productivity and product mix of $18.4 million or 2.2%, and higher selling and administrative costs of $9.0 million or 1.1%, partially offset by higher pricing of $41.5 million or 4.9%, and acquisitions of $23.3 million or 2.7%.

Current report

Segment Orders for the three month period ended June 30, 2025 were $378.7 million, an increase of $44.7 million, or 13.4%, compared to $334.0 million in the same three month period in 2024. The increase in Segment Orders was due to acquisitions of

Current report

$52.9 million or 15.8% and the favorable impact of foreign currencies of $7.7 million or 2.3%, partially offset by a decline in organic orders of $15.9 million or 4.8%.

Current report

Segment Revenues for the three month period ended June 30, 2025 were $396.3 million, an increase of $57.5 million, or 17.0%, compared to $338.8 million in the same three month period in 2024. The increase in Segment Revenues was primarily due to acquisitions of $55.3 million or 16.3%, higher pricing of $9.3 million or 2.7%, and favorable impact of foreign currencies of $7.7 million or 2.3%, partially offset by lower organic volumes of $14.8 million or 4.4%. The percentage of Segment Revenues derived from aftermarket parts and service was 21.2% in the three month period ended June 30, 2025 compared to 21.7% in the same three month period in 2024.

Current report

Segment Adjusted EBITDA for the three month period ended June 30, 2025 was $116.8 million, an increase of $14.3 million, or 14.0%, from $102.5 million in the same three month period in 2024. Segment Adjusted EBITDA Margin decreased 80 basis points to 29.5% from 30.3% in 2024. The increase in Segment Adjusted EBITDA was primarily due to acquisitions of $15.0 million or 14.6%, higher pricing of $9.3 million or 9.1%, and favorable impact of foreign currencies of $2.2 million or 2.1%, partially offset by lower organic sales volume of $7.0 million or 6.8%, unfavorable cost productivity and product mix of $3.3 million or 3.2%, and higher selling and administrative costs of $2.0 million or 2.0%.

Current report

Segment Orders for the six month period ended June 30, 2025 were $774.0 million, an increase of $131.0 million, or 20.4%, compared to $643.0 million in the same six month period in 2024. The increase in Segment Orders was due to acquisitions of $134.5 million or 20.9% and the favorable impact of foreign currencies of $3.5 million or 0.5%, partially offset by a decline in organic orders of $7.0 million or 1.1%.

Current report

Segment Revenues for the six month period ended June 30, 2025 were $761.0 million, an increase of $125.5 million, or 19.7%, compared to $635.5 million in the same six month period in 2024. The increase in Segment Revenues was due to acquisitions of $135.3 million or 21.3%, higher pricing of $15.4 million or 2.4%, and favorable impact of foreign currencies of $3.6 million or 0.6%, partially offset by lower organic sales volume of $28.8 million or 4.5%. The percentage of Segment Revenues derived from aftermarket parts and service was 21.4% in the six month period ended June 30, 2025 compared to 22.9% in the same six month period in 2024.

Current report

Segment Adjusted EBITDA for the six month period ended June 30, 2025 was $223.0 million, an increase of $29.1 million, or 15.0%, from $193.9 million in the same six month period in 2024. Segment Adjusted EBITDA Margin decreased 120 basis points to 29.3% from 30.5% in 2024. The increase in Segment Adjusted EBITDA was primarily due to acquisitions of $33.9 million or 17.5%, higher pricing of $15.4 million or 7.9%, and favorable impact of foreign currencies of $0.9 million or 0.5%, partially offset by lower organic sales volume of $13.8 million or 7.1%, unfavorable cost productivity and product mix of $6.8 million or 3.5%, and higher selling and administrative costs of $0.6 million or 0.3%.
Removed paragraphs (9)

Previous report

Net income was $188.4 million for the three month period ended March 31, 2025 compared to net income of $204.5 million in the same three month period in 2024. The decrease in net income was primarily due to higher interest expense, higher selling and administrative expenses, and higher provision for income taxes, partially offset by higher gross profit on increased revenues.

Previous report

Segment Orders for the three month period ended March 31, 2025 were $1,487.0 million, an increase of $88.6 million, or 6.3%, compared to $1,398.4 million in the same three month period in 2024. The increase in Segment Orders was due to acquisitions of

Previous report

$66.4 million or 4.7%, and organic growth of $48.3 million or 3.5%, partially offset by the unfavorable impact of foreign currencies of $26.1 million or 1.9%.

Previous report

Segment Revenues for the three month period ended March 31, 2025 were $1,352.1 million, a decrease of $21.3 million, or 1.6%, compared to $1,373.4 million in the same three month period in 2024. The decrease in Segment Revenues was due to lower organic volumes of $74.9 million or 5.5% and unfavorable impact of foreign currencies of $23.6 million or 1.7%, partially offset by acquisitions of $59.5 million or 4.3% and higher pricing of $17.7 million or 1.3%. The percentage of Segment Revenues derived from aftermarket parts and service was 42.5% in the three month period ended March 31, 2025 compared to 39.8% in the same three month period in 2024.

Previous report

Segment Adjusted EBITDA for the three month period ended March 31, 2025 was $389.1 million, a decrease of $22.0 million, or 5.4%, from $411.1 million in the same three month period in 2024. Segment Adjusted EBITDA Margin decreased 110 basis points to 28.8% from 29.9% in 2024. The decrease in Segment Adjusted EBITDA was primarily due to lower organic sales volume of $33.3 million or 8.1%, unfavorable cost productivity and product mix of $7.1 million or 1.7%, unfavorable impact of foreign currencies of $5.6 million or 1.4%, and higher selling and administrative costs of $5.0 million or 1.2%, partially offset by higher pricing of $17.7 million or 4.3% and acquisitions of $11.4 million or 2.8%.

Previous report

Segment Orders for the three month period ended March 31, 2025 were $395.3 million, an increase of $86.3 million, or 27.9%, compared to $309.0 million in the same three month period in 2024. The increase in Segment Orders was due to acquisitions of $81.6 million or 26.4% and organic growth of $8.9 million or 2.9%, partially offset by the unfavorable impact of foreign currencies of $4.2 million or 1.4%.

Previous report

Segment Revenues for the three month period ended March 31, 2025 were $364.7 million, an increase of $68.0 million, or 22.9%, compared to $296.7 million in the same three month period in 2024. The increase in Segment Revenues was primarily due to acquisitions of $80.0 million or 27.0% and higher pricing of $6.1 million or 2.1%, partially offset by lower organic volumes of $14.0 million or 4.7% and unfavorable impact of foreign currencies of $4.1 million or 1.4%. The percentage of Segment Revenues derived from aftermarket parts and service was 21.5% in the three month period ended March 31, 2025 compared to 24.2% in the same three month period in 2024.

Previous report

Segment Adjusted EBITDA for the three month period ended March 31, 2025 was $106.2 million, an increase of $14.8 million, or 16.2%, from $91.4 million in the same three month period in 2024. Segment Adjusted EBITDA Margin decreased 170 basis points to 29.1% from 30.8% in 2024. The increase in Segment Adjusted EBITDA was primarily due to acquisitions of $18.9 million or 20.7%, higher pricing of $6.1 million or 6.7%, and lower selling and administrative costs of $1.4 million or 1.5%, partially offset by lower organic sales volume of $6.8 million or 7.4% and unfavorable impact of foreign currencies of $1.3 million or 1.4%.
Reworded paragraphs (25)

Previous wording

A significant portion of our revenues, approximately 53% for the three month period ended March 31, 2025, 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.

Current wording

A significant portion of our revenues, approximately 53% for the six month period ended June 30, 2025, 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.

Previous wording

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 month periods ended March 31, 2025 and 2024.

Current wording

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 June 30, 2025 and 2024.

Previous wording

Revenues for the three month period ended March 31, 2025 were $1,716.8 million, an increase of $46.7 million, or 2.8%, compared to $1,670.1 million for the same three month period in 2024. The increase in revenues was primarily due to acquisitions of $139.5 million and higher pricing of $23.8 million, partially offset by unfavorable impact of foreign currencies of $27.7 million and lower organic volumes of $88.9 million. The percentage of consolidated revenues derived from aftermarket parts and services was 38.1% in the three month period ended March 31, 2025 compared to 37.0% in the same three month period in 2024.

Current wording

Revenues for the three month period ended June 30, 2025 were $1,887.9 million, an increase of $82.6 million, or 4.6%, compared to $1,805.3 million for the same three month period in 2024. The increase in revenues was primarily due to acquisitions of $116.4 million, higher pricing of $33.1 million, and favorable impact of foreign currencies of $27.8 million, partially offset by lower organic volumes of $94.7 million. The percentage of consolidated revenues derived from aftermarket parts and services was 36.6% in the three month period ended June 30, 2025 compared to 35.6% in the same three month period in 2024.

Previous wording

Gross profit for the three month period ended March 31, 2025 was $765.5 million, an increase of $19.2 million, or 2.6%, compared to $746.3 million for the same three month period in 2024, and as a percentage of revenues was 44.6% for the three month period ended March 31, 2025 and 44.7% for the same three month period in 2024. The increase in gross profit is primarily due to acquisitions discussed above.

Current wording

Gross profit for the three month period ended June 30, 2025 was $824.9 million, an increase of $31.6 million, or 4.0%, compared to $793.3 million for the same three month period in 2024, and as a percentage of revenues was 43.7% for the three month period ended June 30, 2025 and 43.9% for the same three month period in 2024. The increase in gross profit is primarily due to acquisitions. The decrease in gross profit as a percentage of revenues is primarily due to unfavorable cost leverage on lower organic volumes partially offset by cost measures.

Previous wording

Selling and administrative expenses were $350.0 million for the three month period ended March 31, 2025, an increase of $13.7 million, or 4.1%, compared to $336.3 million for the same three month period in 2024. The increase in selling and administrative expenses was primarily attributable to businesses acquired in 2024 and first three months of 2025, partially offset by a decrease in incentive compensation. Selling and administrative expenses as a percentage of revenues increased to 20.4% for the three month period ended March 31, 2025 from 20.1% in the same three month period in 2024.

Current wording

Selling and administrative expenses were $721.2 million for the six month period ended June 30, 2025, an increase of $42.8 million, or 6.3%, compared to $678.4 million for the same six month period in 2024. The increase in selling and administrative expenses was primarily due to acquisitions, partially offset by a decrease in incentive compensation. Selling and administrative expenses as a percentage of revenues increased to 20.0% for the six month period ended June 30, 2025 from 19.5% in the same six month period in 2024.

Previous wording

Amortization of intangible assets was $91.3 million for the three month period ended March 31, 2025, a decrease of $0.3 million, compared to $91.6 million in the same three month period in 2024. The decrease was primarily due to certain intangible assets becoming fully amortized, partially offset by businesses acquired in 2024 and first three months of 2025 discussed in Note 2 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q.

Current wording

Amortization of intangible assets was $91.6 million for the three month period ended June 30, 2025, an increase of $0.4 million, compared to $91.2 million in the same three month period in 2024. The increase was primarily due to businesses acquired in 2024 and first half of 2025 discussed in Note 2 “Acquisitions” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q, partially offset by certain intangible assets becoming fully amortized.

Previous wording

Other operating expense, net was $21.7 million for the three month period ended March 31, 2025, a decrease of $3.5 million, compared to $25.2 million in the same three month period in 2024. The decrease in expense was primarily due to lower acquisition and other transaction related expenses of $5.5 million and lower restructuring charges of $4.4 million, partially offset by higher foreign currency transaction losses, net of $7.5 million.

Current wording

Other operating expense, net was $19.9 million for the three month period ended June 30, 2025, a decrease of $68.3 million, compared to $88.2 million in the same three month period in 2024. The decrease in expense was primarily due to the loss on asbestos sale of $58.8 million in the 2024 period that didn't recur in the 2025 period, lower acquisition and other transaction related expenses of $14.1 million and lower restructuring charges of $0.7 million, partially offset by higher foreign currency transaction losses, net of $6.0 million. See Note 17 “Other Operating Expenses, net” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for further discussion of the loss on asbestos sale.

Previous wording

Interest expense was $61.2 million for the three month period ended March 31, 2025, an increase of $24.4 million, compared to $36.8 million in the same three month period in 2024. The increase was primarily due to an increase in long term debt primarily used to fund the ILC Dover acquisition, partially offset by the interest rate derivative contracts discussed in Note 13 “Hedging Activities and Derivative Instruments” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The weighted average interest rate, including the impact of the interest rate derivative contracts, was approximately 5.0% for the three month period ended March 31, 2025 and 5.3% in the same three month period in 2024.

Current wording

Interest expense was $62.7 million for the three month period ended June 30, 2025, an increase of $11.9 million, compared to $50.8 million in the same three month period in 2024. The increase was primarily due to an increase in long term debt primarily used to fund the ILC Dover acquisition, partially offset by the interest rate derivative contracts discussed in Note 13 “Hedging Activities and Derivative Instruments” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The weighted average interest rate, including the impact of the interest rate derivative contracts, was approximately 5.0% for the three month period ended June 30, 2025 and 5.2% in the same three month period in 2024.

Previous wording

Other income, net was $11.8 million and $13.2 million in the three month periods ended March 31, 2025 and 2024, respectively. The decrease was primarily due to a decrease in interest income from holdings of cash and cash equivalents.

Current wording

Other income, net was $14.4 million and $18.1 million in the three month periods ended June 30, 2025 and 2024, respectively. The decrease was primarily due to a decrease in interest income from holdings of cash and cash equivalents.

Previous wording

The provision for income taxes was $58.5 million, resulting in a 23.1% effective income tax provision rate for the three month period ended March 31, 2025, compared to a provision for income taxes of $54.4 million, resulting in a 20.2% effective income tax provision rate in the same three month period in 2024. The increase in the tax provision and the effective tax provision rate for the three month period ended March 31, 2025 when compared to the same three month period of 2024 is primarily due to a lower benefit from a windfall tax deduction in the 2025 period compared to the 2024 period.

Current wording

The provision for income taxes was $21.0 million, resulting in a 74.7% effective income tax provision rate for the three month period ended June 30, 2025, compared to a provision for income taxes of $46.1 million, resulting in a 19.5% effective income tax provision rate in the same three month period in 2024. The decrease in the tax provision and the effective income tax provision rate for the three month period ended June 30, 2025 when compared to the same three month period of 2024 is primarily due to nondeductible impairment of goodwill, tradenames, and equity investment and a lower benefit from a windfall tax deduction in the 2025 period compared to the 2024 period.

Previous wording

Adjusted EBITDA increased $1.2 million to $459.7 million for the three month period ended March 31, 2025 compared to $458.5 million in the same three month period in 2024. Adjusted EBITDA as a percentage of revenues decreased 70 basis points to 26.8% for the three month period ended March 31, 2025 from 27.5% for the same three month period in 2024. The increase in Adjusted EBITDA was primarily due to acquisitions of $30.3 million, higher pricing of $23.8 million, lower selling and administrative costs of $5.3 million, partially offset by lower organic sales volume of $40.1 million, unfavorable cost productivity and product mix of $11.4 million, and unfavorable impact of foreign currencies of $6.5 million. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to lower organic volumes and the decretive impact of acquisitions.

Current wording

Adjusted EBITDA increased $14.8 million to $509.4 million for the three month period ended June 30, 2025 compared to $494.6 million in the same three month period in 2024. Adjusted EBITDA as a percentage of revenues decreased 40 basis points to 27.0% for the three month period ended June 30, 2025 from 27.4% for the same three month period in 2024. The increase in Adjusted EBITDA was primarily due to higher pricing of $33.1 million, acquisitions of $26.9 million, favorable impact of foreign currencies of $7.2 million, lower selling and administrative costs of $3.6 million, partially offset by lower organic sales volume of $41.9 million and unfavorable cost productivity and product mix of $14.3 million. The decrease in Adjusted EBITDA as a percentage of revenues is primarily attributable to lower organic volumes and the decretive impact of acquisitions.

Previous wording

Adjusted Net Income decreased $26.7 million to $293.2 million for the three month period ended March 31, 2025 compared to $319.9 million in the same three month period in 2024. The decrease was primarily due to higher interest expense.

Current wording

Adjusted Net Income decreased $15.9 million to $325.2 million for the three month period ended June 30, 2025 compared to $341.1 million in the same three month period in 2024. The decrease was primarily due to higher interest expense, higher income tax provision, as adjusted, and lower interest income on cash and cash equivalents.

Previous wording

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

Current wording

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.

Previous wording

(a)Depreciation expense excludes $1.1 million and $0.9 million of depreciation of rental equipment for the three month periods ended March 31, 2025 and 2024, respectively.

Current wording

(a)Depreciation expense excludes $1.3 million and $1.1 million of depreciation of rental equipment for the three month periods ended June 30, 2025 and 2024, respectively, and excludes $2.4 million and $2.0 million for the six month periods ended June 30, 2025 and 2024.

Previous wording

(b)Represents $89.0 million and $89.5 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $2.3 million and $2.1 million of amortization of non-acquisition related intangible assets, in each case, for the three month periods ended March 31, 2025 and 2024, respectively.

Current wording

(b)Represents $89.1 million and $89.1 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $2.5 million and $2.1 million of amortization of non-acquisition related intangible assets, in each case for the three month periods ended June 30, 2025 and 2024, respectively.

Previous wording

Segment Results for the Three Month Periods Ended March 31, 2025 and 2024

Current wording

Segment Results for the Three and Six Month Periods Ended June 30, 2025 and 2024

Previous wording

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, 2025 was $62.9 million which primarily consisted of withholding taxes.

Current wording

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 June 30, 2025 was $58.5 million which primarily consisted of withholding taxes.

Previous wording

Net working capital increased $180.3 million to $2,524.9 million as of March 31, 2025 from $2,344.6 million as of December 31, 2024. Operating working capital increased $151.9 million to $1,570.5 million as of March 31, 2025 from $1,418.6 million as of December 31, 2024. The increase in operating working capital is due to higher inventories, higher accounts receivable, higher contract assets and lower accounts payable, partially offset by higher contract liabilities.

Current wording

Net working capital increased $11.4 million to $2,356.0 million as of June 30, 2025 from $2,344.6 million as of December 31, 2024. Operating working capital increased $224.8 million to $1,643.4 million as of June 30, 2025 from $1,418.6 million as of December 31, 2024. The increase in operating working capital is due to higher inventories, higher accounts receivable, lower accounts payable and higher contract assets, partially offset by higher contract liabilities.

Previous wording

The increase in accounts receivable was primarily due to the timing of revenues in the quarter and seasonal changes in collection timing. The increase in inventories was primarily due to additions to inventory due to increased demand for certain products. The increase in contract assets was primarily due to the timing of revenue recognition and billing on our overtime contracts. The decrease in accounts payable was primarily due to the timing of vendor cash disbursements. The increase in contract liabilities was primarily due to the timing of customer milestone payments for in-process engineered to order contracts.

Current wording

The increase in accounts receivable was primarily due to the timing of revenues in the quarter and seasonal changes in collection timing. The increase in inventories was primarily due to additions to inventory due to increased demand for certain products, foreign currency translation, and acquisitions. The increase in contract assets was primarily due to the timing of revenue recognition and billing on our overtime contracts. The decrease in accounts payable was primarily due to the timing of vendor cash disbursements. The increase in contract liabilities was primarily due to the timing of customer milestone payments for in-process engineered to order contracts.

Previous wording

The following table reflects the major categories of cash flows for the three month periods ended March 31, 2025 and 2024, respectively.

Current wording

The following table reflects the major categories of cash flows for the six month periods ended June 30, 2025 and 2024, respectively.

Previous wording

Cash provided by operating activities increased $94.8 million to $256.4 million for the three month period ended March 31, 2025 from $161.6 million in the same three month period in 2024. This increase is primarily attributable to a decrease in cash used in operating working capital in 2025, compared to 2024, the timing of the incentive compensation and interest payments for our Senior Notes, and a decrease in tax payments in 2025, compared to 2024. Partially offsetting these favorable impacts was an increase in cash used for other working capital items and lower net income in 2025, as compared to 2024.

Current wording

Cash provided by operating activities increased $35.6 million to $502.1 million for the six month period ended June 30, 2025 from $466.5 million in the same six month period in 2024. This increase is primarily attributable to an increase in net income excluding non-cash adjustments, a decrease in cash used in operating working capital in 2025, compared to 2024 and lower incentive compensation. Partially offsetting these favorable impacts was an increase in interest payments for our Senior Notes and an increase in cash used for other working capital items.

Previous wording

Cash used in investing activities included capital expenditures of $33.7 million and $62.3 million for the three month periods ended March 31, 2025 and 2024, respectively. Net cash paid in acquisitions was $163.4 million and $143.3 million in the three month periods ended March 31, 2025 and 2024, respectively.

Current wording

Cash used in investing activities included capital expenditures of $69.0 million and $84.1 million for the six month periods ended June 30, 2025 and 2024, respectively. Net cash paid in acquisitions was $210.4 million and $2,744.0 million in the six month periods ended June 30, 2025 and 2024, respectively.

Previous wording

Cash used in financing activities of $10.0 million for the three month period ended March 31, 2025 primarily reflected purchases of treasury stock of $10.0 million, cash dividends on common stock of $8.1 million, and payments of deferred and contingent acquisition consideration of $1.4 million, partially offset by proceeds from stock option exercises of $5.2 million and other financing inflows of $4.3 million.

Current wording

Cash used in financing activities of $523.1 million for the six month period ended June 30, 2025 primarily reflected purchases of treasury stock of $510.2 million, cash dividends on common stock of $16.1 million, other financing outflows of $3.1 million, and payments of deferred and contingent acquisition consideration of $2.8 million, partially offset by proceeds from stock option exercises of $9.1 million.

Previous wording

Cash used in financing activities of $79.6 million for the three month period ended March 31, 2024 primarily reflected purchases of treasury stock of $72.9 million, cash dividends on common stock of $8.1 million, repayments of long-term debt of $7.1 million, and payments of deferred and contingent acquisition consideration of $2.2 million, partially offset by proceeds from stock option exercises of $11.2 million.

Current wording

Cash used in financing activities of $1,862.0 million for the six month period ended June 30, 2024 primarily reflected proceeds from long-term debt of $3,296.9 million and proceeds from stock option exercises of $22.7 million, partially offset by repayments of long-term debt of $1,240.7 million, purchases of treasury stock of $135.5 million, payments of debt issuance costs of $32.3 million, payments of $19.9 million to settle certain cross-currency swaps, cash dividends on common stock of $16.1 million, and payments of deferred and contingent acquisition consideration of $12.0 million.

Previous wording

Free cash flow increased $123.4 million to $222.7 million in the three month period ended March 31, 2025 from $99.3 million in the same three month period in 2024 due to higher cash provided by operating activities and lower capital expenditures.

Current wording

Free cash flow increased $50.7 million to $433.1 million in the six month period ended June 30, 2025 from $382.4 million in the same six month period in 2024 due to higher cash provided by operating activities and lower capital expenditures.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Interest expense was $123.9 million for the six month period ended June 30, 2025, an increase of $36.3 million, compared to $87.6 million in the same six month period in 2024. The increase was primarily due to an increase in long term debt primarily used to fund the ILC Dover acquisition, partially offset by the interest rate derivative contracts discussed in Note 13 “Hedging Activities and Derivative Instruments” to our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The weighted average interest rate, including the impact of the interest rate derivative contracts, was approximately 5.0% for the six month period ended June 30, 2025 and 5.2% in the same period in 2024.

Current report — wording carried from elsewhere

Other income, net was $26.2 million and $31.3 million in the six month periods ended June 30, 2025 and 2024, respectively. The decrease was primarily due to a decrease in interest income from holdings of cash and cash equivalents.

Current report — wording carried from elsewhere

The provision for income taxes was $79.5 million, resulting in a 28.3% effective income tax provision rate for the six month period ended June 30, 2025, compared to a provision for income taxes of $100.5 million, resulting in a 19.9% effective income tax provision rate in the same six month period in 2024. The decrease in the provision for income taxes and increase in the effective income tax provision rate for the six month period ended June 30, 2025 when compared to the same six month period of 2024 is primarily due to nondeductible impairment of goodwill, tradenames, and equity investment and a lower benefit from a windfall tax deduction in the 2025 period compared to the 2024 period.

Current report — wording carried from elsewhere

Represents $178.1 million and $178.6 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $4.8 million and $4.2 million of amortization of non-acquisition related intangible assets, in each case for the six month periods ended June 30, 2025 and 2024, respectively.