Vontier Corp

Previous wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from the perspective of management and is intended to help the reader understand the results of operations and financial condition of the Company. Our MD&A should be read in conjunction with our MD&A and Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”) and our Consolidated Condensed Financial Statements as of and for the three and nine months ended September 26, 2025 included in this Form 10-Q.

Current wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from the perspective of management and is intended to help the reader understand the results of operations and financial condition of the Company. Our MD&A should be read in conjunction with our MD&A and Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report on Form 10-K”) and our Consolidated Condensed Financial Statements as of and for the three months ended April 3, 2026 included in this Form 10-Q.

Previous wording

•As of September 26, 2025, we have outstanding indebtedness of approximately $2.1 billion and the ability to incur an additional $750.0 million of indebtedness under the Revolving Credit Facility and in the future we may incur additional indebtedness. This indebtedness could adversely affect our businesses and our ability to meet our obligations and pay dividends.

Current wording

•As of April 3, 2026, we have outstanding indebtedness of approximately $1.9 billion and the ability to incur an additional $750.0 million of indebtedness under the Revolving Credit Facility and in the future we may incur additional indebtedness. This indebtedness could adversely affect our businesses and our ability to meet our obligations and pay dividends.

Previous wording

•Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.

Current wording

•Third parties have in the past, and may in the future, claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services.

Previous wording

•Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations.

Current wording

•Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and financial statements.

Previous wording

Vontier is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. Leveraging leading market positions, decades of domain expertise and unparalleled portfolio breadth, Vontier enables the way the world moves, delivering smart, safe and sustainable solutions to our customers and the planet. Vontier has a culture of continuous improvement and innovation built upon the foundation of the Vontier Business System and embraced by colleagues worldwide.

Current wording

Vontier is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. Leveraging leading market positions, decades of domain expertise and unparalleled portfolio breadth, Vontier powers the way the world moves, delivering smart, safe and sustainable solutions to our customers and the planet. Vontier has a culture of continuous improvement and innovation built upon the foundation of the Vontier Business System and embraced by colleagues worldwide.

Previous wording

We operate through three reportable segments which align to our three operating segments: (i) Mobility Technologies, which provides digitally enabled equipment and solutions to support efficient operations across the mobility ecosystem, including point-of-sale and payment systems, workflow automation solutions, telematics, data analytics, software platform for electric vehicle charging networks and integrated solutions for alternative fuel dispensing; (ii) Repair Solutions, which manufactures and distributes aftermarket vehicle repair tools, toolboxes, automotive diagnostic equipment and software through a network of mobile franchisees; and (iii) Environmental & Fueling Solutions, which provides environmental and fueling hardware and software, and aftermarket solutions for global fueling infrastructure. Our Coats business, which was divested during January 2024, is presented in Other for periods prior to the divestiture.

Current wording

We operate through three reportable segments which align to our three operating segments: (i) Environmental & Fueling Solutions, which provides environmental and fueling hardware and software, and aftermarket solutions for global fueling infrastructure; (ii) Mobility Technologies, which provides digitally enabled equipment and solutions to support efficient operations across the mobility ecosystem, including point-of-sale and payment systems, workflow automation solutions, telematics, data analytics, software platform for electric vehicle charging networks and integrated solutions for alternative fuel dispensing; and (iii) Repair Solutions, which manufactures and distributes aftermarket vehicle repair tools, toolboxes, automotive diagnostic equipment and software through a network of mobile franchisees.

Previous wording

During April 2025, the United States announced a new baseline tariff of 10%, plus an additional country-specific tariff, on all imports into the United States. In response, certain countries announced reciprocal tariffs on imports from the United States. While the United States has reached trade agreements with certain countries, tariffs on imports from other countries and other reciprocal tariffs either remain in effect or have been temporarily paused, and as such, significant uncertainty around future tariff policies remains. We import inventory into the United States from a number of countries, and as such, if tariffs remain in effect for a prolonged period of time, we expect our cost to import inventory into the United States to increase. We continue to diversify our supply chain to reduce our exposure to tariffs on imports into the United States, particularly from high-tariff countries. In addition, certain of our products manufactured in the United States are exported internationally and are subject to reciprocal tariffs. If we are unable to effectively mitigate the financial impact of tariffs, or if tariffs lead to other impacts, including but not limited to a decrease in demand for our products, it would have a material impact on our business, financial condition and results of operations.

Current wording

Since the second quarter of 2025, the United States has adopted a markedly enhanced and continually shifting tariff policy affecting imports into the U.S., including a baseline tariff against most imported goods in addition to certain country- and product-specific tariffs. In response, certain countries have announced retaliatory tariffs on their imports of U.S.-origin goods. Though the United States has reached trade agreements with certain countries and the U.S. Supreme Court has struck down the legal basis for some of the implemented tariffs, significant uncertainty around future tariff policies remains. The United States is conducting investigations that could result in higher tariffs. We import inventory into the United States from a number of countries, and as such, if U.S. tariffs are reimposed under other authorities and/or remain in effect for a prolonged period of time, we expect costs to import inventory into the United States to increase. We continue to diversify our supply chain to reduce our exposure to tariffs on imports into the United States, particularly on products from countries that are currently subject to high tariffs. In addition, certain of our products that are manufactured in the United States are exported internationally and are subject to retaliatory tariffs in the countries of import. If we are unable to effectively mitigate the financial impact of tariffs, or if tariffs lead to other impacts, including but not limited to a decrease in demand for our products or an increase in our costs, it could have a material impact on our business, financial condition and results of operations.

Previous wording

(a) Includes $17.5 million, $9.4 million, $48.8 million and $14.2 million of intersegment sales for three and nine months ended September 26, 2025 and September 27, 2024, respectively, that are eliminated in consolidation.

Current wording

(a) Includes $16.4 million and $12.2 million of intersegment sales for three months ended April 3, 2026 and March 28, 2025, respectively, that are eliminated in consolidation.

Previous wording

Total sales within our Environmental & Fueling Solutions segment increased 2.3% during the three months ended September 26, 2025, as compared to the comparable period in 2024, driven by a 1.8% increase in core sales and a 0.5% increase due to the impact of currency translation. The increase in core sales was due to growth in aftermarket products.

Current wording

Total sales within our Environmental & Fueling Solutions segment increased 4.5% during the three months ended April 3, 2026, as compared to the comparable period in 2025, driven by a 6.1% increase in core sales and a 1.9% increase due to the impact of currency translation, partially offset by a 3.5% decrease due to the impact of recently exited businesses and product lines. The increase in core sales was due to growth in dispenser systems and aftermarket products.

Previous wording

Total sales within our Mobility Technologies segment increased 11.3% during the nine months ended September 26, 2025, as compared to the comparable period in 2024, driven by a 11.6% increase in core sales, partially offset by a 0.4% decrease due to the impact of currency translation. The increase in core sales was due to solid demand for our convenience retail payment and enterprise productivity solutions, partially offset by lower demand for our car wash solutions.

Current wording

Total sales within our Mobility Technologies segment decreased 0.4% during the three months ended April 3, 2026, as compared to the comparable period in 2025, driven by a 1.5% decrease due to the impact of recently exited businesses and product lines and a 1.2% decrease in core sales, partially offset by a 2.3% increase due to the impact of currency translation. The decrease in core sales was due to the timing of revenue recognition related to certain projects during the three months ended March 28, 2025.

Previous wording

Cost of sales, excluding amortization of acquisition-related intangible assets, increased $0.6 million, or 0.2%, for the three months ended September 26, 2025, as compared to the comparable period in 2024, consistent with our consolidated sales growth. Cost of sales, excluding amortization of acquisition-related intangible assets, as a percentage of sales decreased 10 basis points during the same period.

Current wording

Cost of sales, excluding amortization of acquisition-related intangible assets, increased $7.4 million, or 1.9%, for the three months ended April 3, 2026, as compared to the comparable period in 2025, consistent with our consolidated sales growth. Cost of sales, excluding amortization of acquisition-related intangible assets, as a percentage of sales increased 40 basis points during the same period.

Previous wording

SG&A expenses decreased $0.1 million during the nine months ended September 26, 2025, as compared to the comparable period in 2024, and as a percentage of sales, decreased 60 basis points during the same period, due to productivity initiatives, partially offset by $7.0 million of asset impairments recognized during the nine months ended September 26, 2025.

Current wording

SG&A expenses decreased $1.3 million, or 0.8%, during the three months ended April 3, 2026, as compared to the comparable period in 2025, due to $6.6 million of asset impairments recognized during the three months ended March 28, 2025, partially offset by increased costs from inflationary pressures. SG&A expenses as a percentage of sales decreased 40 basis points during the same period.

Previous wording

R&D expenses decreased $1.3 million, or 2.8%, during the three months ended September 26, 2025, as compared to the comparable period in 2024, due to savings from focus and prioritization process initiatives. R&D expenses as a percentage of sales decreased 20 basis points during the three months ended September 26, 2025, as compared to the comparable period in 2024.

Current wording

R&D expenses increased $1.2 million, or 3.0%, during the three months ended April 3, 2026, as compared to the comparable period in 2025, due to growth investments in the Mobility Technologies segment. R&D expenses as a percentage of sales increased 10 basis points during the three months ended April 3, 2026, as compared to the comparable period in 2025.

Previous wording

Amortization of acquisition-related intangible assets decreased $1.7 million, or 8.5%, during the three months ended September 26, 2025, as compared to the comparable period in 2024, due to certain intangible assets becoming fully amortized between periods. Amortization of acquisition-related intangible assets as a percentage of sales decreased 30 basis points during the same periods.

Current wording

Amortization of acquisition-related intangible assets decreased $2.5 million, or 12.8%, during the three months ended April 3, 2026, as compared to the comparable period in 2025, due to certain intangible assets becoming fully amortized between periods. Amortization of acquisition-related intangible assets as a percentage of sales decreased 30 basis points during the same periods.

Previous wording

Operating profit increased $10.9 million, or 8.3%, during the three months ended September 26, 2025, as compared to the comparable period in 2024, and operating profit margins increased 140 basis points during the same period.

Current wording

Operating profit increased $4.7 million, or 3.6%, during the three months ended April 3, 2026, as compared to the comparable period in 2025, and operating profit margins increased 40 basis points during the same period.

Previous wording

Segment operating profit for our Repair Solutions segment decreased $15.2 million, or 13.9%, during the nine months ended September 26, 2025, as compared to the comparable period in 2024, and segment operating profit margin decreased 140 basis points during the same period. The decrease in segment operating profit margin was due to a decrease in volume, as further discussed above.

Current wording

Segment operating profit for our Mobility Technologies segment decreased $7.2 million, or 13.9%, during the three months ended April 3, 2026, as compared to the comparable period in 2025, and segment operating profit margin decreased 260 basis points during the same period. The decrease in segment operating profit margin was due to product mix and a $2.0 million increase in R&D expenses supporting new product launches.

Previous wording

Corporate & other unallocated costs increased $2.1 million, or 1.4%, during the nine months ended September 26, 2025, as compared to the comparable period in 2024, due to a $8.7 million increase in other unallocated expense from $7.0 million of asset impairments recognized during the nine months ended September 26, 2025, partially offset by a $2.9 million decrease in amortization of acquisition-related intangible assets from certain intangible assets becoming fully amortized between periods and a $2.7 million decrease in restructuring and other related charges. Corporate & other unallocated costs as a percentage of total sales decreased 10 basis points during the nine months ended September 26, 2025, as compared to the comparable period in 2024.

Current wording

Corporate & other unallocated costs decreased $10.3 million, or 19.6%, during the three months ended April 3, 2026, as compared to the comparable period in 2025, due to a $9.2 million decrease in other unallocated expense from $6.6 million of asset impairments recognized during the three months ended March 28, 2025 and a $2.5 million decrease in amortization of acquisition-related intangible assets from certain intangible assets becoming fully amortized between periods. Corporate & other unallocated costs as a percentage of total sales decreased 150 basis points during the three months ended April 3, 2026, as compared to the comparable period in 2025.

Previous wording

Interest expense, net was $14.8 million during the three months ended September 26, 2025, as compared to $18.9 million for the comparable period in 2024, a decrease of $4.1 million, driven by a decrease in our outstanding debt obligations, a decrease in variable interest rates on certain of our outstanding debt obligations and an increase in interest income between periods.

Current wording

Interest expense, net was $13.7 million during the three months ended April 3, 2026, as compared to $15.1 million for the comparable period in 2025, a decrease of $1.4 million, driven by a decrease in variable interest rates on certain of our outstanding debt obligations and an increase in interest income between periods.

Previous wording

Our effective tax rate for the three and nine months ended September 26, 2025 was 24.4% and 23.2%, respectively, as compared to 18.3% and 18.6% for the three and nine months ended September 27, 2024. The increase in the effective tax rate for the three months ended September 26, 2025 as compared to the comparable period in the prior year was primarily due to an increase in foreign earnings taxed at higher rates than the U.S. federal statutory rate and favorable changes in uncertain tax position reserves during the three months ended September 27, 2024. The increase in the effective tax rate for the nine months ended September 26, 2025 as compared to the prior year was primarily due to the favorable impacts related to uncertain tax position reserves and business reorganizations and divestitures during the nine months ended September 27, 2024.

Current wording

Our effective tax rate for the three months ended April 3, 2026 was 22.1% as compared to 20.9% for the three months ended March 28, 2025. The increase in the effective tax rate for the three months ended April 3, 2026 as compared to the comparable period in the prior year was primarily due to favorable tax impacts of a change in contingent consideration during the three months ended March 28, 2025.

Previous wording

Comprehensive income decreased by $28.2 million during the three months ended September 26, 2025, as compared to the comparable period in 2024. Comprehensive income for the three months ended September 26, 2025 includes unfavorable foreign currency translation adjustments of $10.1 million while comprehensive income for the three months ended September 27, 2024 includes favorable foreign currency translation adjustments of $29.1 million.

Current wording

Comprehensive income decreased by $13.9 million during the three months ended April 3, 2026, as compared to the comparable period in 2025. Comprehensive income for the three months ended April 3, 2026 includes unfavorable foreign currency translation adjustments of $4.8 million while comprehensive income for the three months ended March 28, 2025 includes favorable foreign currency translation adjustments of $15.0 million.

Previous wording

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. As of September 26, 2025, we held $433.8 million of cash and cash equivalents and had $750.0 million of borrowing capacity under our revolving credit facility. We generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity will be sufficient to allow us to continue to support working capital needs, capital expenditures, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities and pension plans as required, invest in existing businesses, consummate strategic acquisitions, manage our capital structure on a short and long-term basis and support other business needs or objectives. We also have purchase obligations which consist of agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. As of September 26, 2025, we believe that we have sufficient liquidity to satisfy our cash needs.

Current wording

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. As of April 3, 2026, we held $233.8 million of cash and cash equivalents and had $750.0 million of borrowing capacity under our revolving credit facility. We generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity will be sufficient to allow us to continue to support working capital needs, capital expenditures, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities and pension plans as required, invest in existing businesses, consummate strategic acquisitions, manage our capital structure on a short and long-term basis and support other business needs or objectives. We also have purchase obligations which consist of agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. As of April 3, 2026, we believe that we have sufficient liquidity to satisfy our cash needs.

Previous wording

During the nine months ended September 26, 2025, we completed the following financing and capital transactions:

Current wording

During the three months ended April 3, 2026, we completed the following financing and capital transactions:

Previous wording

•Repurchased 4.6 million shares for $175.1 million in the open market.

Current wording

•Repurchased 1.8 million shares for $70.0 million in the open market.

Previous wording

Cash flows from operating activities were $320.9 million during the nine months ended September 26, 2025, an increase of $61.5 million, as compared to the comparable period in 2024. The year-over-year change in operating cash flows was primarily attributable to the following factors:

Current wording

Cash flows from operating activities were $46.5 million during the three months ended April 3, 2026, a decrease of $63.9 million, as compared to the comparable period in 2025. The year-over-year change in operating cash flows was primarily attributable to the following factors:

Previous wording

•The aggregate of accounts receivable and long-term financing receivables used $27.2 million of operating cash flows during the nine months ended September 26, 2025 compared to using $46.2 million in the comparable period of 2024. The amount of cash flow generated from or used by accounts receivable depends upon how effectively we manage the cash conversion cycle and can be significantly impacted by the timing of collections in a period. Additionally, when we originate certain financing receivables, we assume the financing receivable by decreasing the franchisee’s trade accounts receivable. As a result, originations of certain financing receivables are non-cash transactions.

Current wording

•The aggregate of accounts receivable and long-term financing receivables used $7.3 million of operating cash flows during the three months ended April 3, 2026 compared to generating $3.3 million in the comparable period of 2025. The amount of cash flow generated from or used by accounts receivable depends upon how effectively we manage the cash conversion cycle and can be significantly impacted by the timing of collections in a period. Additionally, when we originate certain financing receivables, we assume the financing receivable by decreasing the franchisee’s trade accounts receivable. As a result, originations of certain financing receivables are non-cash transactions.

Previous wording

•The aggregate of other operating assets and liabilities used $87.8 million during the nine months ended September 26, 2025 compared to using $69.3 million in the comparable period of 2024. This change is due primarily to working capital needs and the timing of accruals and payments and tax-related amounts.

Current wording

•The aggregate of other operating assets and liabilities used $84.8 million during the three months ended April 3, 2026 compared to using $26.1 million in the comparable period of 2025. This change is due primarily to working capital needs and the timing of accruals and payments and tax-related amounts.

Previous wording

Net cash used in investing activities was $14.4 million during the nine months ended September 26, 2025, driven by payments for additions to property, plant and equipment and cash paid for the acquisition of Sergeant Sudz, partially offset by proceeds from the sale of businesses. Net cash provided by investing activities was $5.0 million during the nine months ended September 27, 2024, driven by proceeds from the sale of our Coats business, partially offset by payments for additions to property, plant and equipment.

Current wording

Net cash used in investing activities was $21.0 million during the three months ended April 3, 2026, driven by payments for additions to property, plant and equipment. Net cash used in investing activities was $17.7 million during the three months ended March 28, 2025, driven by payments for additions to property, plant and equipment.

Previous wording

We made capital expenditures of $54.6 million and $62.6 million during the nine months ended September 26, 2025 and September 27, 2024, respectively.

Current wording

We made capital expenditures of $21.7 million and $17.7 million during the three months ended April 3, 2026 and March 28, 2025, respectively.

Previous wording

Net cash used in financing activities was $243.1 million during the nine months ended September 26, 2025, driven by repurchases of the Company’s common stock of $175.1 million and the voluntary repayment of $50.0 million of the Three-Year Term Loans due 2025. Net cash used in financing activities was $276.8 million during the nine months ended September 27, 2024, driven by repurchases of the Company’s common stock of $164.6 million and the voluntary repayment of $100.0 million of the Three-Year Term Loans due 2024.

Current wording

Net cash used in financing activities was $281.2 million during the three months ended April 3, 2026, driven by the net repayment of $200.0 million of debt and repurchases of the Company’s common stock of $70.0 million. Net cash used in financing activities was $119.7 million during the three months ended March 28, 2025, driven by the voluntary repayment of $50.0 million of the Three-Year Term Loans due 2025 and repurchases of the Company’s common stock of $55.0 million.

Previous wording

We paid regular quarterly cash dividends of $0.025 per share during the nine months ended September 26, 2025. The declaration of future cash dividends is at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, cash flows, capital requirements, financial condition and general business conditions.

Current wording

We paid regular quarterly cash dividends of $0.025 per share during the three months ended April 3, 2026. The declaration of future cash dividends is at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, cash flows, capital requirements, financial condition and general business conditions.

Previous wording

As of September 26, 2025, we had $1.6 billion in aggregate principal amount of the Registered Notes and $500.0 million in aggregate principal amount outstanding of the Term Loans. Our obligations to pay principal and interest on the Registered Notes and Term Loans are fully and unconditionally guaranteed on a joint and several basis on an unsecured, unsubordinated basis by Gilbarco Inc. and Matco Tools Corporation, two of Vontier’s wholly-owned subsidiaries (the “Guarantor Subsidiaries”). Our other subsidiaries do not guarantee any such indebtedness (collectively, the “Non-Guarantor Subsidiaries”). Refer to Note 5. Financing to the Consolidated Condensed Financial Statements for additional information regarding the terms of our Registered Notes and the Term Loans.

Current wording

As of April 3, 2026, we had $1.1 billion in aggregate principal amount of the Registered Notes and $800.0 million in aggregate principal amount outstanding of the Term Loans. Our obligations to pay principal and interest on the Registered Notes and Term Loans are fully and unconditionally guaranteed on a joint and several basis on an unsecured, unsubordinated basis by Gilbarco Inc. and Matco Tools Corporation, two of Vontier’s wholly-owned subsidiaries (the “Guarantor Subsidiaries”). Our other subsidiaries do not guarantee any such indebtedness (collectively, the “Non-Guarantor Subsidiaries”). Refer to Note 4. Financing to the Consolidated Condensed Financial Statements for additional information regarding the terms of our Registered Notes and the Term Loans.