Enpro Inc.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
View on SEC.govAbout 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.
Sep 30, 2026 · Filed Nov 3, 2026
NPO$258.30+0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001628280-26-052211
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001628280-26-069211
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 118 previous paragraphs and 119 current paragraphs.
75 unchanged; 34 reworded; 9 added; 8 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 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 (9)
Current report
Third Quarter of 2026 Compared to the Third Quarter of 2025
Current report
Sealing Technologies. Sales of $214.7 million in the third quarter of 2026 increased 20.5% compared to $178.2 million in the same period of 2025. Excluding the favorable foreign exchange translation ($0.7 million), and contributions from acquisitions completed in the fourth quarter of 2025 ($15.1 million) sales were up 11.6%, or $20.7 million. Pricing and mix ($6.0 million), as well as strength in space, general industrial, and compositional analysis applications along with year-on-year improvements in commercial vehicle more than offset softness in European biopharmaceutical demand and timing of power generation deliveries year-over-year.
Current report
Adjusted Segment EBITDA of $34.3 million in the third quarter of 2026 increased 57.3% from $21.8 million year over year. Segment AEBITDA margin improved 500 basis points over last year. Contribution from the increase in sales was partially offset by increased personnel and qualification costs supporting new platforms and long-term growth initiatives ($4.9 million) and increased incentive compensation accruals driven by improved segment performance ($2.0 million).
Current report
Corporate expenses for the third quarter of 2026 of $13.5 million increased $3.3 million compared to $10.2 million prior year, primarily driven by increased incentive compensation and restructuring related costs.
Current report
Other expense, net in the third quarter of 2026 decreased $1.8 million compared to the same period in 2025, driven primarily by lower costs related to previously divested businesses ($0.9 million) and lower non-service pension related costs as a result of the termination of our U.S. defined benefit pension plan at the end of 2025 ($0.7 million).
Current report
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Current report
Advanced Surface Technologies: Sales of $363.6 million in the first nine months of 2026 increased 19.9%, or $60.4 million, compared to $303.2 million in the prior-year period, reflecting continued strength in precision cleaning solutions serving the leading edge, strengthening demand for semiconductor capital equipment, and increased demand in coatings solutions.
Current report
Adjusted Segment EBITDA of $88.0 million in the first nine months of 2026 increased 41.7%, or $25.9 million, from $62.1 million in the comparable period of 2025. Adjusted Segment EBITDA margin of 24.2% was up from 20.5%. The robust sales performance drove the strong EBITDA growth and margin expansion, offset in part by expenses supporting the sales growth ($12.1 million) and increased incentive compensation accruals from the strong performance ($4.5 million).
Current report
Interest expense, net in the first nine months of 2026 increased by $3.4 million compared to last year driven slightly higher average outstanding debt balances from acquisitions completed in 2025 and lower interest income from using strong cash generation to accelerate reduction in revolving debt.
Removed paragraphs (8)
Previous report
Second Quarter of 2026 Compared to the Second Quarter of 2025
Previous report
Sealing Technologies. Sales of $216.2 million in the second quarter of 2026 increased 15.3% compared to $187.5 million last year. Excluding foreign exchange translation ($2.9 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($16.4 million), sales were up 5.0%, or $9.4 million. Pricing and mix ($6.4 million) and strength in aerospace, general industrial in North America and Asia, and compositional analysis applications were offset in part by continued demand weakness in commercial vehicle OEM sales, and slow European general industrial and food and biopharmaceutical demand.
Previous report
In AST, adjusted Segment EBITDA of $29.4 million in the second quarter of 2026 increased 48.5% from $19.8 million compared to last year. Segment AEBITDA margin increased to 23.9%, or 430 basis points compared to 19.6% last year. Contribution from the increase in sales, and, to a lesser extent, favorable transactional foreign exchange ($2.6 million) driven mainly by losses in the prior year were partially offset by increased personnel costs to meet strong demand schedules ($2.6 million) as well as increased incentive compensation accruals driven by the strong year-over-year segment performance.
Previous report
Corporate expenses for the second quarter of 2026 of $15.7 million increased $3.6 million compared to the same period in 2025, primarily due to $1.3 million of higher restructuring costs and increased incentive compensation accruals of $2.4 million.
Previous report
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
Previous report
Advanced Surface Technologies: Sales of $227.1 million in the first six months of 2026 increased 16.6%, or $32.4 million, compared to $194.7 million last year, reflecting strong precision cleaning solutions demand, increased demand for semiconductor tools and assemblies, and growth in our optical coatings
Previous report
Adjusted Segment EBITDA of $53.7 million in the first half of 2026 increased 33.3%, or $13.4 million, from $40.3 million last year. Adjusted Segment EBITDA margin of 23.6% widened 290 basis points from 20.7% last year, driven primarily by increase in sales and, to a lesser extent, favorable transactional foreign exchange ($3.0 million) driven mainly by losses in the prior year, offset in part by higher headcount and personnel-related costs supporting improved demand schedules ($3.1 million) and improved segment performance driving higher incentive compensation accruals.
Previous report
Interest expense, net in the first six months of 2026 increased by $1.6 million compared to the first six months of 2025 primarily driven by a higher average outstanding debt balance in 2026.
Reworded paragraphs (34)
Previous wording
This quarterly report on Form 10-Q includes statements that reflect projections or expectations of the future financial condition, results of operations and business of Enpro that are subject to risk and uncertainty. We believe those statements to be “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this report, the words “may,” “hope,” “will,” “should,” “expect,” “plan,”
Current wording
This quarterly report on Form 10-Q includes statements that reflect projections or expectations of the future financial condition, results of operations and business of Enpro that are subject to risk and uncertainty. We believe those statements to be “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Previous wording
“anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” and other expressions generally identify forward-looking statements.
Current wording
Securities Exchange Act of 1934. When used in this report, the words “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” and other expressions generally identify forward-looking statements.
Previous wording
Our Advanced Surface Technologies ("AST") segment applies proprietary technologies, processes, and capabilities to deliver a highly differentiated suite of products and solutions for challenging applications in high-growth markets. The segment’s products and solutions are used in demanding environments requiring performance, precision and repeatability, with a low tolerance for failure. AST’s products and solutions include: (i) cleaning, coating, testing, refurbishment and verification for critical components and assemblies used in semiconductor manufacturing equipment, with meaningful exposures to state-of-the-art, advanced node chip applications; (ii) designing, manufacturing and selling specialized optical filters and proprietary thin-film coatings for the most challenging applications in the industrial technology, life sciences, and semiconductor markets; (iii) engineering and manufacturing complex front-end wafer processing sub-systems and new and refurbished electrostatic chuck pedestals for the semiconductor equipment industry; and (iv) engineering and manufacturing edge-welded metal bellows for the semiconductor equipment industry and critical applications in the space, aerospace and defense markets. In many instances, AST capabilities drive products and solutions that enable the performance of our customers’ high-value processes through an entire life cycle.
Current wording
Our Advanced Surface Technologies (AST) segment applies proprietary technologies, processes, and capabilities to deliver a highly differentiated suite of products and solutions for challenging applications in high-growth markets. The segment’s products and solutions are used in demanding environments requiring performance, precision and repeatability, with a low tolerance for failure. AST’s products and solutions capabilities include: (i) engineering, manufacturing and precision machining of complex front-end wafer processing sub-systems, including critical components used in and around semiconductor process chambers that enable the manufacture of leading-edge chips, as well as edge-welded bellows that support critical applications in the space, aerospace and defense markets; (ii) cleaning, testing, refurbishment and verification for critical components and assemblies used in semiconductor manufacturing equipment, with meaningful exposures to state-of-the-art advanced node chip applications; and (iii) coatings for critical components and assemblies for semiconductor manufacturing equipment, and designing, manufacturing and selling specialized optical filters and proprietary thin-film coatings for the most challenging applications in the industrial technology, life sciences, and semiconductor markets. In many instances,
Previous wording
Acquisitions. On October 8, 2025, Enpro acquired all of the equity of Overlook Industries, Inc. ("Overlook"). Overlook, which is located in Easthampton, Massachusetts, specializes in the design and fabrication of single-use technologies and other critical componentry for biopharmaceutical production processes.
Current wording
Acquisitions. On October 8, 2025, Enpro acquired Overlook, which is headquartered in Easthampton, Massachusetts. Overlook specializes in the design and fabrication of single-use technologies and other critical componentry for biopharmaceutical production processes.
Previous wording
On November 14, 2025, we acquired all of the equity interests in AlpHa Measurement Holdings, LLC (“AlpHa”). AlpHa, together with its wholly-owned direct and indirect subsidiaries (i) VL Acquisition Co., a Delaware corporation, (ii) AlpHa Measurement Solutions, LLC, a Texas limited liability company, (iii) Aurora Scientific Instruments (Shanghai) Co., Ltd., a company organized under the Laws of the PRC, and (iv) VATCO, LLC, a Texas limited liability company, is a Houston, Texas-based leading provider of liquid analytical sensing technologies and instrumentation for the measurement of key parameters for liquid processes. AlpHa and its subsidiaries serve customers across a diverse set of end-markets, including industrial process control, water and wastewater, laboratory, and environmental monitoring.
Current wording
On November 14, 2025, we acquired AlpHa Measurement Solutions. AlpHa is a Houston, Texas-based leading provider of liquid analytical sensing technologies and instrumentation for the measurement of key parameters for liquid processes. AlpHa serves customers across a diverse set of end-markets, including industrial process control, water and wastewater, laboratory, and environmental monitoring.
Previous wording
Highlights. Financial highlights for the quarters and six months ended June 30, 2026 and June 30, 2025 are as follows:
Current wording
Highlights. Financial highlights for the quarters and nine months ended September 30, 2026 and September 30, 2025 are as follows:
Previous wording
We measure operating performance of our reportable segments based on segment earnings before interest, income taxes, depreciation, amortization, and other selected items ("Adjusted Segment EBITDA" or "Segment AEBITDA"), which is segment revenue reduced by operating expenses and other costs identifiable with the segment, excluding acquisition expenses, restructuring costs, net of gains on restructuring-related sales of assets, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization. Adjusted Segment EBITDA is not defined under GAAP and may not be comparable to similarly titled measures used by other companies. Corporate expenses include general corporate administrative costs. Corporate expenses also include $1.5 million and $2.7 million of restructuring expense for the quarters and six months ended June 30, 2026, respectively. Segment non-operating expenses and income, corporate expenses, net interest expense, and income taxes are not included in the computation of Adjusted Segment EBITDA. The accounting policies of the reportable segments are the same as those for Enpro.
Current wording
We measure operating performance of our reportable segments based on segment earnings before interest, income taxes, depreciation, amortization, and other selected items ("Adjusted Segment EBITDA" or "Segment AEBITDA"), which is segment revenue reduced by operating expenses and other costs identifiable with the segment, excluding acquisition expenses, restructuring costs, net of gains on restructuring-related sales of assets, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization. Adjusted Segment EBITDA is not defined under GAAP and may not be comparable to similarly titled measures used by other companies. Corporate expenses include general corporate administrative costs. Corporate expenses also include $0.5 million, $3.2 million, $0.1 million, and $0.2 million of restructuring expenses for the quarters and nine months ended September 30, 2026 and September 30, 2025, respectively. Segment non-operating expenses and income, corporate expenses, net interest expense, and income taxes are not included in the computation of Adjusted Segment EBITDA. The accounting policies of the reportable segments are the same as those for Enpro.
Previous wording
Sales of $338.8 million in the second quarter of 2026 increased 17.6% from $288.1 million last year. The following table summarizes the impact of foreign currency on segment sales:
Current wording
Sales of $350.8 million in the third quarter of 2026 increased 22.4% from $286.6 million last year. The following table summarizes the impact of acquisitions and foreign currency on segment sales:
Previous wording
Discussion of year-over-year operating performance for each segment for the second quarter of 2026:
Current wording
Discussion of year-over-year operating performance for each segment for the third quarter of 2026:
Previous wording
Adjusted Segment EBITDA of $71.7 million in the second quarter of 2026 increased 13.3% from $63.3 million in the third quarter of 2025. Segment AEBITDA margin narrowed 60 basis points to 33.2% in the second quarter of 2026 from 33.8% last year. Excluding foreign exchange translation ($0.9 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($5.0 million), adjusted Segment EBITDA increased 3.8%, or $2.4 million. Pricing and volume gains were partially offset by higher headcount and personnel-related costs supporting growth initiatives ($2.9 million).
Current wording
Adjusted Segment EBITDA of $69.9 million in the third quarter of 2026 increased 21.8% from $57.4 million in the third quarter of 2025. Segment AEBITDA margin expanded slightly to 32.6% in the third quarter of 2026 from 32.2% last year. Excluding the favorable foreign exchange translation ($0.3 million) and contribution from acquisitions completed in the fourth quarter of 2025 $4.7 million, adjusted Segment EBITDA increased 13.2%, or $7.6 million. Operating leverage from strong segment sales performance was partially offset by higher headcount and personnel-related costs supporting growth initiatives ($3.8 million).
Previous wording
Advanced Surface Technologies. Sales of $122.9 million in the second quarter of 2026 increased 21.8% or $22.0 million compared to sales of $100.9 million in last year's second quarter. Acceleration in precision cleaning solutions, increased demand for critical semiconductor tools and assemblies, and growth in optical coatings drove the increase in sales.
Current wording
Advanced Surface Technologies. Sales of $136.5 million in the third quarter of 2026 increased 25.8% or $28.0 million compared to sales of $108.5 million in the same period last year. Accelerating precision cleaning solutions demand, strengthening demand for in-chamber semiconductor tools and assemblies, and increased demand for coatings solutions drove the sales increase.
Previous wording
Interest expense, net in the second quarter of 2026 increased by $0.8 million from the second quarter of 2025 primarily driven by a higher average outstanding debt balance in 2026.
Current wording
Interest expense, net in the third quarter of 2026 increased by $1.8 million from last year primarily driven by higher outstanding debt.
Previous wording
The effective tax rates for the quarters ended June 30, 2026 and 2025 were 17.6% and 25.5%, respectively. The effective tax rate for the second quarter ended June 30, 2026 is lower than the usual U.S. Federal tax rate primarily driven by additional tax benefit related to share-based payments and adjustments to uncertain tax positions, partially offset by higher tax rates in most foreign jurisdictions. The effective tax rate for the quarter ended June 30, 2025 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions and state tax on domestic earnings, partially offset by various tax credits.
Current wording
The effective tax rates for the quarters ended September 30, 2026 and 2025 were 25.9% and 32.6%, respectively. The rate for the quarter ended September 30, 2026 is higher than the U.S. Federal tax rate primarily driven by foreign and state taxes. The rate for the quarter ended September 30, 2025 is higher than the U.S. Federal tax rate primarily driven by foreign and state income taxes and an unfavorable return-to-provision adjustment from our 2024 U.S. federal return.
Previous wording
Net income was $27.1 million, or $1.27 per share, in the second quarter of 2026 compared to $26.4 million, or $1.25 per share, in the second quarter of 2025. Earnings per share is expressed on a fully diluted basis.
Current wording
Net income was $40.3 million, or $1.88 per share, in the third quarter of 2026 compared to $21.6 million, or $1.01 per share, in the third quarter of 2025. Earnings per share is expressed on a fully diluted basis.
Previous wording
Sales of $641.8 million in the first six months of 2026 increased 14.3% from $561.3 million last year. The following table summarizes the impact of two acquisitions completed in the fourth quarter of 2025 and foreign currency on segment sales:
Current wording
Sales of $992.6 million in the first nine months of 2026 increased 17.1% from $847.9 million last year. The following table summarizes the impact of acquisitions and foreign currency on segment sales:
Previous wording
Discussion of year-over-year operating performance for each segment for the first six months of 2026:
Current wording
Discussion of year-over-year operating performance for each segment for the first nine months of 2026:
Previous wording
Sealing Technologies: Sales of $415.2 million in the first half of of 2026 increased 13.1% compared to $367.1 million last year. Excluding favorable foreign exchange translation ($8.6 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($30.8 million), sales were up 2.4%, or $8.7 million. Pricing and mix ($12.4M) and strength in aerospace, nuclear, domestic general industrial, and compositional analysis applications, along with strategic pricing gains were offset in part by continued weak demand in commercial vehicle OEM sales, tepid demand in European general industrial and food and biopharmaceutical markets.
Current wording
Sealing Technologies: Sales of $629.9 million in the first nine months of 2026 increased 15.5% compared to $545.3 million in the prior-year period. Excluding favorable foreign exchange translation ($9.3 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($45.9 million), sales were up 5.4%, or $29.4 million. Pricing and mix ($17.3 million), as well as strength in aerospace, general industrial, and compositional analysis applications and firm nuclear demand more than offset weak demand in European biopharmaceutical and soft commercial vehicle OEM sales. Domestic food and biopharmaceutical demand remained firm.
Previous wording
Adjusted Segment EBITDA of $136.3 million in the first half of 2026 increased 11.7%, or $14.3 million, from $122.0 million last year. Adjusted Segment EBITDA margin of 32.8% in the first six months of 2026 was relatively flat compared to last year. Excluding the favorable foreign exchange translation ($3.0 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($8.2 million), Adjusted Segment EBITDA increased 2.5%, or $3.1 million. Favorable pricing and mix offset slightly lower sales volume and higher headcount and personnel-related costs supporting growth initiatives ($3.7 million).
Current wording
Adjusted Segment EBITDA of $206.2 million in the first nine months of 2026 increased 14.9%, or $26.8 million, from $179.4 million prior year. Adjusted Segment EBITDA margin of 32.7% in the first nine months of 2026 was relatively flat compared to the prior year. Excluding the favorable foreign exchange translation ($3.2 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($12.9 million), Adjusted Segment EBITDA increased 6.0%, or $10.8 million. Operating leverage from revenue growth was offset in part by increased expenses supporting sales growth initiatives ($7.2 million).
Previous wording
Corporate expenses for the first six months of 2026 of $29.4 million increased $6.0 million compared to last year primarily due to $2.6 million of higher restructuring costs and increased incentive compensation accruals ($3.4 million).
Current wording
Corporate expenses for the first nine months of 2026 of $43.0 million increased $9.4 million compared to last year primarily due to increased incentive compensation and restructuring related costs.
Previous wording
Other expense in the second quarter of 2026 increased $13.8 million compared to last year, driven primarily by net environmental reserve adjustments ($16.8 million), partially offset by a loss on extinguishment of debt in 2025 ($1.7 million) and lower non-service pension related costs ($0.7 million) driven by the U.S. pension plan termination completed in late 2025.
Current wording
Other expense in the first nine months of 2026 increased $11.3 million compared to the same period last year, driven by net environmental reserve adjustments ($16.8 million), partially offset by losses on extinguishment of debt in 2025 ($1.7 million) and lower non-service pension related costs as a result of the termination of our U.S. defined benefit pension plan at the end of 2025 ($1.9 million).
Previous wording
The effective tax rates for the six months ended June 30, 2026 and 2025 were 18.4% and 24.9%, respectively. The effective tax rate for the six months ended June 30, 2026 is lower than the U.S. Federal tax rate primarily driven by additional tax benefit related to share-based payments and adjustments to uncertain tax positions, partially offset by higher tax rates in most foreign jurisdictions. The effective tax rate for the six months ended June 30, 2025 is higher than the U.S. Federal tax rate primarily driven by higher tax rates in most foreign jurisdictions and state tax on domestic earnings partially offset by various tax credits.
Current wording
The effective tax rates for the nine months ended September 30, 2026 and 2025 were 21.8% and 27.4%, respectively. The rate for the nine months ended September 30, 2026 is higher than the U.S. Federal tax rate primarily driven by foreign and state income taxes offset in part by tax benefits for share-based compensation . The rate for the nine months ended September 30, 2025 is higher than the U.S. Federal tax rate primarily driven by foreign and state income taxes and an unfavorable return-to-provision adjustment from our 2024 U.S. federal return.
Previous wording
Net income was $54.5 million, or $2.55 per share, in the first six months of 2026 compared to $50.9 million, or $2.40 per share, in the first six months of 2025. Earnings per share is expressed on a diluted basis.
Current wording
Net income was $94.8 million, or $4.44 per share, in the first nine months of 2026 compared to $72.5 million, or $3.41 per share, in the first nine months of 2025. Earnings per share is expressed on a diluted basis.
Previous wording
As of June 30, 2026, the aggregate amount of transaction price of remaining performance obligations, or backlog, on a consolidated basis was $432.2 million. Approximately 95% of these obligations are expected to be satisfied within one year. There is no certainty these orders will result in actual sales at the times or in the amounts ordered. In addition, for most of our business, backlog is not particularly predictive of future performance due to shorter lead times for our leading-edge aftermarket or recurring solutions across both segments and some seasonality.
Current wording
As of September 30, 2026, the aggregate amount of transaction price of remaining performance obligations, or backlog, on a consolidated basis was $451.9 million. Approximately 94% of these obligations are expected to be satisfied within one year. There is no certainty these orders will result in actual sales at the times or in the amounts ordered. In addition, for most of our business, backlog is not particularly predictive of future performance due to shorter lead times for our leading-edge aftermarket or recurring solutions across both segments and some seasonality.
Previous wording
As of June 30, 2026, we held $10.0 million of cash and cash equivalents in the United States and $67.0 million of cash outside of the United States. If the funds held outside the United States were needed for our operations in the U.S., we have several methods to repatriate without significant tax effects, including repayment of intercompany loans, distributions subject to a 100 percent dividends-received deduction for income tax purposes, or distributions of previously-taxed earnings. In the first six months of 2026, we transferred $60.0 million from our foreign subsidiaries to their U.S. parent entity via an intercompany loan, and the funds were used to partially pay down the outstanding balance on our revolving credit facility.
Current wording
As of September 30, 2026, we held $16.2 million of cash and cash equivalents in the United States and $67.2 million of cash outside of the United States. If the funds held outside the United States were needed for our operations in the U.S., we have several methods to repatriate without significant tax effects, including repayment of intercompany loans, distributions subject to a 100 percent dividends-received deduction for income tax purposes, or distributions of previously-taxed earnings. In the first nine months of 2026, we transferred $70.0 million from our foreign subsidiaries to their U.S. parent entity via an intercompany loan, and the funds were used to partially pay down the outstanding balance on our revolving credit facility. As of September 30, the balance of the intercompany loan is $40.0 million after dividends declared by certain foreign subsidiaries were utilized to reduce it.
Previous wording
Because of the transition tax, GILTI, and Subpart F provisions, undistributed earnings of our foreign subsidiaries have already been subjected to U.S. income tax or are eligible for the 100 percent dividends-received deduction under Section 245A of the Internal Revenue Code (“IRC”). We do not intend to distribute foreign earnings that will be subject to any significant incremental U.S. or foreign tax. During the first six months of 2026, we repatriated $21.1 million of foreign earnings. We have determined that estimating any tax liability on our investment in foreign subsidiaries is not practicable. Therefore, we have not recorded any deferred tax liability on undistributed earnings of foreign subsidiaries.
Current wording
Because of the transition tax, GILTI, and Subpart F provisions, undistributed earnings of our foreign subsidiaries have already been subjected to U.S. income tax or are eligible for the 100 percent dividends-received deduction under Section 245A of the Internal Revenue Code (“IRC”). We do not intend to distribute foreign earnings that will be subject to any significant incremental U.S. or foreign tax. During the first nine months of 2026, we repatriated $74.2 million of foreign earnings. We have determined that estimating any tax liability on our investment in foreign subsidiaries is not practicable. Therefore, we have not recorded any deferred tax liability on undistributed earnings of foreign subsidiaries.
Previous wording
Operating activities provided $90.9 million of cash in the first six months of 2026 and $73.2 million of cash in the first six months of 2025. The year-over-year increase was primarily driven by higher adjusted net income and lower cash tax payments in 2026 than in the prior year.
Current wording
Operating activities provided $172.8 million of cash in the first nine months of 2026 and $138.5 million of cash in the first nine months of 2025. The year-over-year increase was primarily driven by higher Adjusted Segment EBITDA and lower income tax payments (net of refunds).
Previous wording
Investing activities used $26.0 million of cash in the first six months of 2026 compared to $19.6 million of cash used in investing activities in the first six months of last year driven primarily by higher cash capital expenditures in the first six months of 2026, partially offset by the redemption of short term investments in 2026.
Current wording
Investing activities used $40.1 million of cash in the first nine months of 2026 compared to $32.7 million of cash used in investing activities in the first nine months of last year. The increase was primarily driven by higher cash capital expenditures in 2026, partially offset by the redemption of a short-term investment.
Previous wording
Financing activities used $102.0 million of cash in the first six months of 2026 compared to $194.9 million in the first six months of 2025. The decrease was driven primarily by higher net repayments of debt in 2025.
Current wording
Financing activities used $164.2 million of cash in the first nine months of 2026 compared to $220.9 million in the first nine months of 2025. The decrease was driven primarily by higher net repayments of debt in 2025.
Previous wording
Availability and Compliance. The borrowing availability under our Revolving Credit Facility at June 30, 2026 was $660.2 million after giving consideration to $9.8 million of outstanding letters of credit and $130.0 million of outstanding borrowings. We were in compliance with all covenants of the Amended Credit Facility Agreement as of June 30, 2026.
Current wording
Availability and Compliance. The borrowing availability under our Revolving Credit Facility at September 30, 2026 was $715.2 million after giving consideration to $9.8 million of outstanding letters of credit and $75.0 million of outstanding borrowings. We were in compliance with all covenants of the Amended Credit Facility Agreement as of September 30, 2026.
Previous wording
A reconciliation of (i) net income to adjusted net income, including on a per share basis, and (ii) net income to adjusted EBITDA for the quarters and six months ended June 30, 2026 and 2025 as set forth below.
Current wording
A reconciliation of (i) net income to adjusted net income, including on a per share basis, and (ii) net income to adjusted EBITDA for the quarters and nine months ended September 30, 2026 and 2025 as set forth below.
Previous wording
1 In connection with the acquisition of LeanTeq in 2019, we recognized a liability for uncertain tax positions and a related indemnification asset for the portion of that liability recoverable from the seller. We determined the statute of limitations expired on some of the uncertain tax positions in 2026 and, accordingly, removed a portion of the liability and receivable. The release of the related liability was recorded as part of our tax expense for quarter and six months ended June 30, 2026 and the reversal of the related receivable was recorded as an expense in other non-operating income (expense) on our consolidated statement of operations.
Current wording
1 In connection with an acquisition in 2019, we recognized a liability for uncertain tax positions and a related indemnification asset for the portion of that liability recoverable from the seller. We determined the statute of limitations expired on some of the uncertain tax positions in 2026 and, accordingly, removed a portion of the liability and receivable. The release of the related liability was recorded as part of our tax expense for the nine months ended September 30, 2026 and the reversal of the related receivable was recorded as an expense in other non-operating income (expense) on our consolidated statement of operations.
Previous wording
2 The termination and settlement process for our defined benefit pension plan in the United States was substantially completed in the fourth quarter of 2025, resulting in the recognition of a non-cash settlement loss to recognize actuarial losses previously deferred in accumulated other comprehensive income on our consolidated balance sheet. In the second quarter of 2026, the annuity purchase to terminate the plan was finalized, which resulted in funds being credited back to residual pension assets. This resulted in a partial offset to the settlement loss recorded in 2025.
Current wording
2 The termination and settlement of the Company’s U.S. defined benefit pension plan were substantially completed in the fourth quarter of 2025, resulting in the recognition of a non-cash settlement loss associated with actuarial losses previously deferred in accumulated other comprehensive income on our consolidated balance sheet. During 2026, the Company finalized the annuity purchase to terminate the plan and completed the pension trust settlement process, which resulted in the return of residual pension assets and excess trust funds to the Company. These transactions generated favorable adjustments that partially offset the settlement loss recognized in 2025.
Previous wording
1 In connection with the acquisition of LeanTeq in 2019, we recognized a liability for uncertain tax positions and a related indemnification asset for the portion of that liability recoverable from the seller. We determined the statute of limitations expired on some of the uncertain tax positions in 2026 and, accordingly, removed a portion of the liability and receivable. The release of the related liability was recorded as part of our tax expense for quarter and six months ended June 30, 2026 and the reversal of the related receivable was recorded as an expense in other non-operating income (expense) on our consolidated statement of operations.
Current wording
1 In connection with an acquisition in 2019, we recognized a liability for uncertain tax positions and a related indemnification asset for the portion of that liability recoverable from the seller. We determined the statute of limitations expired on some of the uncertain tax positions in 2026 and, accordingly, removed a portion of the liability and receivable. The release of the related liability was recorded as part of our tax expense for the nine months ended September 30, 2026 and the reversal of the related receivable was recorded as an expense in other non-operating income (expense) on our consolidated statement of operations.
Previous wording
2 The termination and settlement process for our defined benefit pension plan in the United States was substantially completed in the fourth quarter of 2025, resulting in the recognition of a non-cash settlement loss to recognize actuarial losses previously deferred in accumulated other comprehensive income on our consolidated balance sheet. In the second quarter of 2026, the annuity purchase to terminate the plan was finalized, which resulted in funds being credited back to residual pension assets. This resulted in a partial offset to the settlement loss recorded in 2025.
Current wording
2 The termination and settlement of the Company’s U.S. defined benefit pension plan were substantially completed in the fourth quarter of 2025, resulting in the recognition of a non-cash settlement loss associated with actuarial losses previously deferred in accumulated other comprehensive income on our consolidated balance sheet. During 2026, the Company finalized the annuity purchase to terminate the plan and completed the pension trust settlement process, which resulted in the return of residual pension assets and excess trust funds to the Company. These transactions generated favorable adjustments that partially offset the settlement loss recognized in 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
AST capabilities drive products and solutions that enable the performance of our customers’ high-value processes through an entire life cycle.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Other expense in the first six months of 2026 increased $13.1 million compared to the same period last year, driven primarily by net environmental reserve adjustments ($16.8 million), partially offset by loss on extinguishment of debt costs in 2025 ($1.7 million) and lower non-service pension related costs ($1.4 million).