Item 1. Financial Statements
ITEM 1. Financial Statements
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited; in millions, except per share amounts)
Three months ended Six months ended
June 27,
2026 June 28,
2025 June 27,
2026 June 28,
2025
Revenues $ 679.0 $ 552.4 $ 1,245.8 $ 1,035.0
Costs and expenses:
Cost of products sold 406.2 323.5 742.4 610.2
Selling, general and administrative 129.9 117.2 249.3 226.7
Selling, general and administrative — intangible amortization 26.3 24.6 49.6 44.3
Special charges, net 1.6 — 1.8 0.1
Other operating expense, net — 0.5 — 0.5
Operating income 115.0 86.6 202.7 153.2
Other income (expense), net ( 5.1 ) ( 2.1 ) ( 8.1 ) 0.6
Interest expense ( 8.8 ) ( 15.6 ) ( 17.2 ) ( 27.9 )
Interest income 1.1 1.0 2.2 1.9
Income from continuing operations before income taxes 102.2 69.9 179.6 127.8
Income tax provision ( 22.9 ) ( 17.4 ) ( 35.9 ) ( 23.6 )
Income from continuing operations 79.3 52.5 143.7 104.2
Income from discontinued operations, net of tax — — 1.6 —
Loss on disposition of discontinued operations, net of tax ( 0.9 ) ( 0.3 ) ( 7.0 ) ( 0.8 )
Loss from discontinued operations, net of tax ( 0.9 ) ( 0.3 ) ( 5.4 ) ( 0.8 )
Net income $ 78.4 $ 52.2 $ 138.3 $ 103.4
Basic income per share of common stock:
Income from continuing operations $ 1.58 $ 1.12 $ 2.88 $ 2.24
Loss from discontinued operations ( 0.01 ) — ( 0.11 ) ( 0.02 )
Net income per share $ 1.57 $ 1.12 $ 2.77 $ 2.22
Weighted-average number of common shares outstanding — basic 50.070 46.716 49.999 46.586
Diluted income per share of common stock:
Income from continuing operations $ 1.56 $ 1.10 $ 2.84 $ 2.21
Loss from discontinued operations ( 0.01 ) — ( 0.11 ) ( 0.02 )
Net income per share $ 1.55 $ 1.10 $ 2.73 $ 2.19
Weighted-average number of common shares outstanding — diluted 50.675 47.396 50.597 47.255
Comprehensive income $ 56.2 $ 82.6 $ 109.8 $ 143.6
The accompanying notes are an integral part of these statements.
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SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions, except share data)
June 27,
2026 December 31,
2025
ASSETS
Current assets:
Cash and equivalents $ 166.4 $ 364.0
Accounts receivable, net 442.4 357.2
Contract assets 78.1 65.0
Inventories, net 374.0 302.2
Other current assets 41.5 55.3
Total current assets 1,102.4 1,143.7
Property, plant and equipment:
Land 26.8 26.9
Buildings and leasehold improvements 174.4 167.9
Machinery and equipment 378.1 338.1
579.3 532.9
Accumulated depreciation ( 254.5 ) ( 242.1 )
Property, plant and equipment, net 324.8 290.8
Goodwill 1,234.3 1,043.4
Intangibles, net 1,015.3 868.2
Other assets 254.1 250.2
Deferred income taxes 2.6 2.2
Assets of DBT and Heat Transfer (includes cash and equivalents of $ 1.8 and $ 2.0 at June 27, 2026 and December 31, 2025, respectively) (Note 3)
5.8 6.1
TOTAL ASSETS $ 3,939.3 $ 3,604.6
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 194.6 $ 145.2
Contract liabilities 128.2 115.8
Accrued expenses 183.4 185.2
Income taxes payable 13.7 10.0
Short-term debt 74.3 1.4
Current maturities of long-term debt 9.9 3.5
Total current liabilities 604.1 461.1
Long-term debt 530.5 496.7
Deferred and other income taxes 198.4 149.7
Other long-term liabilities 243.7 245.5
Liabilities of DBT and Heat Transfer (Note 3) 14.2 14.1
Total long-term liabilities 986.8 906.0
Commitments and contingent liabilities (Note 15)
Stockholders' Equity:
Common stock ( 57,688,145 and 50,080,345 issued and outstanding at June 27, 2026, respectively, and 57,570,062 and 49,866,896 issued and outstanding at December 31, 2025, respectively)
0.6 0.6
Paid-in capital 1,933.8 1,938.2
Retained earnings 621.1 482.8
Accumulated other comprehensive income 232.0 260.5
Common stock in treasury ( 7,607,800 and 7,703,166 shares at June 27, 2026 and December 31, 2025, respectively)
( 439.1 ) ( 444.6 )
Total stockholders' equity 2,348.4 2,237.5
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,939.3 $ 3,604.6
The accompanying notes are an integral part of these statements.
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SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited; in millions)
Three months ended June 27, 2026
Common Stock Paid-In Capital Retained Earnings Accum. Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity
Balance at March 28, 2026 $ 0.6 $ 1,927.3 $ 542.7 $ 254.2 $ ( 439.4 ) $ 2,285.4
Net income — — 78.4 — — 78.4
Other comprehensive loss, net — — — ( 22.2 ) — ( 22.2 )
Incentive plan activity
— 2.6 — — — 2.6
Long-term incentive compensation expense
— 4.3 — — — 4.3
Restricted stock unit vesting — ( 0.4 ) — — 0.3 ( 0.1 )
Balance at June 27, 2026 $ 0.6 $ 1,933.8 $ 621.1 $ 232.0 $ ( 439.1 ) $ 2,348.4
Six months ended June 27, 2026
Common Stock Paid-In Capital Retained Earnings Accum. Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity
Balance at December 31, 2025 $ 0.6 $ 1,938.2 $ 482.8 $ 260.5 $ ( 444.6 ) $ 2,237.5
Net income — — 138.3 — — 138.3
Other comprehensive loss, net — — — ( 28.5 ) — ( 28.5 )
Incentive plan activity
— 10.1 — — — 10.1
Long-term incentive compensation expense
— 8.0 — — — 8.0
Restricted stock unit vesting — ( 22.5 ) — — 5.5 ( 17.0 )
Balance at June 27, 2026 $ 0.6 $ 1,933.8 $ 621.1 $ 232.0 $ ( 439.1 ) $ 2,348.4
Three months ended June 28, 2025
Common Stock Paid-In Capital Retained Earnings Accum. Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity
Balance at March 29, 2025 $ 0.5 $ 1,364.8 $ 290.0 $ 233.4 $ ( 445.3 ) $ 1,443.4
Net income — — 52.2 — — 52.2
Other comprehensive income, net — — — 30.4 — 30.4
Incentive plan activity
0.1 3.4 — — — 3.5
Long-term incentive compensation expense
— 3.9 — — — 3.9
Restricted stock unit vesting — ( 0.5 ) — — 0.4 ( 0.1 )
Balance at June 28, 2025 $ 0.6 $ 1,371.6 $ 342.2 $ 263.8 $ ( 444.9 ) $ 1,533.3
Six months ended June 28, 2025
Common Stock Paid-In Capital Retained Earnings Accum. Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity
Balance at December 31, 2024 $ 0.5 $ 1,373.5 $ 238.8 $ 223.6 $ ( 452.0 ) $ 1,384.4
Net income — — 103.4 — — 103.4
Other comprehensive income, net — — — 40.2 — 40.2
Incentive plan activity
0.1 9.9 — — — 10.0
Long-term incentive compensation expense
— 7.6 — — — 7.6
Restricted stock unit vesting — ( 19.4 ) — — 7.1 ( 12.3 )
Balance at June 28, 2025 $ 0.6 $ 1,371.6 $ 342.2 $ 263.8 $ ( 444.9 ) $ 1,533.3
The accompanying notes are an integral part of these statements.
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SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
Six months ended
June 27,
2026 June 28,
2025
Cash flows from (used in) operating activities:
Net income $ 138.3 $ 103.4
Less: Loss from discontinued operations, net of tax ( 5.4 ) ( 0.8 )
Income from continuing operations 143.7 104.2
Adjustments to reconcile income from continuing operations to net cash from operating activities:
Special charges, net 1.8 0.1
Gain on change in value of equity security — ( 4.5 )
Amortization of compensation expense related to acquisition (Refer to Note 3) 6.3 10.9
Deferred and other income taxes — ( 2.3 )
Depreciation and amortization 67.8 59.5
Pension and other employee benefits 10.2 8.7
Long-term incentive compensation 8.0 7.6
Other, net, including allowance for doubtful accounts ( 0.2 ) 0.1
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures:
Accounts receivable and other assets ( 70.4 ) ( 63.1 )
Contribution related to employee retention agreements from acquisition (Refer to Note 3) — ( 46.5 )
Inventories ( 66.5 ) ( 16.2 )
Accounts payable, accrued expenses and other 19.9 ( 24.6 )
Cash spending on restructuring actions ( 0.4 ) ( 0.9 )
Net cash from continuing operations 120.2 33.0
Net cash used in discontinued operations — ( 1.4 )
Net cash from operating activities 120.2 31.6
Cash flows from (used in) investing activities:
Proceeds related to company-owned life insurance policies, net 3.3 3.1
Business acquisitions, net of cash acquired ( 439.6 ) ( 447.7 )
Capital expenditures ( 39.6 ) ( 13.2 )
Net cash used in continuing operations ( 475.9 ) ( 457.8 )
Net cash from discontinued operations 59.2 —
Net cash used in investing activities ( 416.7 ) ( 457.8 )
Cash flows from (used in) financing activities:
Borrowings under senior credit facilities 214.9 478.0
Repayments under senior credit facilities ( 174.9 ) ( 104.8 )
Borrowings under trade receivables arrangement 282.0 179.0
Repayments under trade receivables arrangement ( 209.0 ) ( 148.0 )
Net borrowings (repayments) under other financing arrangements ( 0.1 ) 0.2
Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options ( 14.6 ) ( 9.1 )
Net cash from continuing operations 98.3 395.3
Net cash from (used in) discontinued operations — —
Net cash from financing activities 98.3 395.3
Change in cash and equivalents due to changes in foreign currency exchange rates 0.4 6.4
Net change in cash and equivalents ( 197.8 ) ( 24.5 )
Consolidated cash and equivalents, beginning of period 366.0 161.4
Consolidated cash and equivalents, end of period $ 168.2 $ 136.9
Six months ended
June 27,
2026 June 28,
2025
Components of cash and equivalents:
Cash and equivalents $ 166.4 $ 132.8
Cash and equivalents included in assets of DBT and Heat Transfer 1.8 4.1
Total cash and equivalents $ 168.2 $ 136.9
The accompanying notes are an integral part of these statements.
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SPX TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; in millions, except per share data)
(1) BASIS OF PRESENTATION
Unless otherwise indicated, “we,” “us” and “our” mean SPX Technologies, Inc. and its consolidated subsidiaries (“SPX”).
We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their presentation. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 3 for information on discontinued operations).
We account for investments in unconsolidated companies where we exercise significant influence but do not have control using the equity method. In determining whether we are the primary beneficiary of a variable interest entity (“VIE”), we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties to determine which party has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and which party has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. All of our VIE’s are immaterial, individually and in aggregate, to our condensed consolidated financial statements.
From time to time, we may make acquisitions that do not significantly impact our financial position or statements of operations. These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, nor requiring a significant investment of resources. Such acquisitions are not separately identified within this report on Form 10-Q.
Acquisition of KTS
On January 27, 2025, we completed the acquisition of Kranze Technology Solutions, Inc. (“KTS”) which specializes in digital interoperability and tactical networking solutions, primarily for the defense industry. We purchased KTS for net cash consideration of $ 340.0 , inclusive of amounts related to future service obligations of certain existing employees of $ 46.5 and net of an adjustment to the purchase price of $ 2.4 recorded during the third quarter of 2025 related to acquired working capital. We financed the acquisition with available borrowings on our revolving credit facility under our senior credit facilities. The post-acquisition operating results of KTS are reflected within our Detection and Measurement reportable segment.
Acquisition of Sigma & Omega
On April 15, 2025, we completed the acquisitions of Sigma Heating and Cooling and Omega Heat Pump (“ Sigma & Omega ”) which specialize in highly engineered hydronic heating and cooling equipment, including vertical stack heat pumps and fan coils, institutional heating products, and both air-cooled and water-cooled commercial self-contained units. We purchased Sigma & Omega for cash consideration of $ 143.3 , net of (i) an adjustment to the purchase price of $ 0.3 recorded during the fourth quarter of 2025 related to acquired working capital and (ii) cash acquired of $ 0.2 . The acquisition was financed primarily through cash on hand, supplemented by borrowings on our revolving credit facility under our senior credit facilities. The post-acquisition operating results of Sigma & Omega are reflected within our HVAC reportable segment.
Acquisition of Thermolec
On January 20, 2026, we completed the acquisition of Thermolec Ltd. (“Thermolec”) which specializes in custom electric duct heating and related solutions. We purchased Thermolec for cash consideration of $ 140.2 , net of cash acquired of $ 1.3 . The purchase price is subject to adjustment based on the final calculation of working capital and cash as of the date of acquisition. The acquisition was funded through cash on hand. The post-acquisition operating results of Thermolec are reflected within our HVAC reportable segment.
Acquisition of Crawford
On February 6, 2026, we completed the acquisition of Crawford United Corporation (“Crawford United”) which specializes in highly engineered air handling and industrial products. We purchased Crawford United for cash consideration of $ 299.4 , net of cash acquired of $ 0.6 . The acquisition was funded through cash on hand and borrowings on our revolving credit facility under our senior credit facilities. The post-acquisition results of Crawford United's commercial air handling equipment businesses (“Crawford”) are reflected within our HVAC reportable segment. Crawford United's industrial and transportation products businesses (“Non-core businesses”), which includes businesses serving aerospace, defense, transportation, and marine
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markets, are non-core to our long-term strategy. These Non-core businesses were recorded as assets held for sale upon acquisition, with their results reported as discontinued operations while we identified a suitable buyer and executed our plan to sell these businesses within twelve months.
On March 27, 2026, we completed the sale of the Non-core businesses for an aggregate cash sale price of $ 60.0 . In connection with the sale, we received net cash proceeds of $ 59.2 , net of cash and debt contributed of $ 1.4 and $ 2.2 , respectively, and recorded a loss of $ 5.7 to “Loss on disposition of discontinued operations, net of tax” within the condensed consolidated statement of operations for the six months ended June 27, 2026. Refer to Note 3 for additional information.
The assets acquired and liabilities assumed in the Thermolec and Crawford transactions have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations and are subject to change, primarily for the final assessment and valuation of certain tax amounts and other judgmental reserves.
Other
Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (“our 2025 Annual Report on Form 10-K”). Interim results are not necessarily indicative of full year results.
We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2026 are March 28, June 27, and September 26, compared to the respective March 29, June 28, and September 27 dates of 2025. We had one less day in the first quarter of 2026 and will have one more day in the fourth quarter of 2026 than in the respective 2025 periods. It is not practicable to estimate the impact of the one less day on our consolidated operating results for the six months ended June 27, 2026, when compared to the consolidated operating results for the respective 2025 period.
(2) NEW ACCOUNTING PRONOUNCEMENTS
The following is a summary of new accounting pronouncements that apply or may apply to our business.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-03, which requires companies to disclose, on an interim and annual basis, additional information about specific expense categories in the notes to the financial statements. In addition, ASU 2024-03 requires companies to disclose a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and, on an annual basis, disclose the total amount of selling expenses and the Company's definition of selling expenses. ASU 2024-03, further clarified by ASU 2025-01, will be effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, and will be applied on a prospective basis with the option to apply the standard retrospectively, with early adoption permitted. We are currently evaluating the disclosure impact of ASU 2024-03; however, the standard will not have an impact on our consolidated financial position, results of operations or cash flows.
In September 2025, the FASB issued ASU No. 2025-06, which replaces the stage-based capitalization model for the treatment of development costs of internal-use software with a principles-based framework, reflecting modern software development practices. In addition, ASU 2025-06 requires companies to capitalize software costs once management authorizes and commits to funding with probable completion and use. ASU 2025-06 will be effective for annual reporting periods beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods, and allows multiple transition methods, including retrospective, prospective, or modified application, with early adoption permitted. We are currently evaluating the impact of ASU 2025-06 on our consolidated financial position, results of operations and cash flows.
In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which simplifies and expands the application of hedge accounting by providing additional flexibility in the designation and measurement of hedging relationships, including hedges of forecasted transactions, interest rate risk, and certain derivative instruments. ASU 2025-09 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and will be applied on a prospective basis, with early adoption permitted. We are currently evaluating the impact of ASU 2025-09 on our consolidated financial position, results of operations and cash flows.
In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants by Business Entities, which establishes authoritative guidance on the accounting for government grants received by business entities. ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with the option to apply the standard on a modified prospective
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approach, modified retrospective approach, or a retrospective approach. We are currently evaluating the impact of ASU 2025-10 on our consolidated financial position, results of operations and cash flows.
(3) ACQUISITIONS AND DISCONTINUED OPERATIONS
Acquisitions
From time to time, we may make acquisitions that do not significantly impact our financial position or operations. These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, nor requiring a significant investment of resources. Such acquisitions are not separately identified within this report on Form 10-Q. During the six months ended June 27, 2026, we made no such acquisitions. For the six months ended June 28, 2025, cash outflows, net of cash acquired, related to this activity totaled $ 8.2 . The post-acquisition operating results are reflected within our HVAC reportable segment and have no significant impact to our financial outlook and end markets.
Acquisition of Crawford United
As indicated in Note 1, on February 6, 2026, we completed the acquisition of Crawford United for net cash consideration of $ 299.4 , net of cash acquired of $ 0.6 .
The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Crawford United as of February 6, 2026:
Assets acquired:
Current assets, including cash and equivalents of $ 0.6
$ 22.0
Property, plant and equipment 4.0
Goodwill 131.1
Intangible assets 128.1
Other assets 6.0
Assets held for sale (Non-core businesses) 80.2
Total assets acquired 371.4
Current liabilities assumed 14.8
Non-current liabilities assumed (1)
36.5
Liabilities held for sale (Non-core businesses) 20.1
Net assets acquired $ 300.0
___________________________
(1) Includes net deferred income tax liabilities and other liabilities of $ 32.1 and $ 4.4 , respectively.
The identifiable intangible assets acquired related to Crawford consis t of customer relationships, technology, definite-lived trademarks, and customer backlog of $ 81.8 , $ 17.7 , $ 14.7 , and $ 13.9 respectively, with suc h amounts based on an assessment of the related fair values. We expect to amortize these customer relationships, technology, definite-lived trademark, and customer backlog assets over 11.0 , 12.0 , 11.0 , and 1.0 years, respectively.
We acquired gross receivables related to Crawford of $ 12.8 , wh ich had a fair value of $ 12.7 at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill related to Crawford include expected North American volume growth from enhancing Crawford's existing facilities, increased volumes achieved through commercial synergies with existing SPX businesses, procurement and operational savings and efficiencies, and various other factors. We expect none of the goodwill described above to be deductible for tax purposes.
We recognized revenues and net income for Crawford of $ 23.6 an d $ 1.0 , and $ 36.7 and $ 0.6 , re spectively, for the three and six months ended June 27, 2026, with the net income impacted by charges during the three and six months ended June 27, 2026 of $ 7.0 and $ 11.5 , respectively, associated with amortization of the various intangible assets mentioned above, and for the six months ended June 27, 2026, $ 0.1 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.
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Acquisition of Thermolec
As indicated in Note 1, on January 20, 2026, we completed the acquisition of Thermolec for cash consideration of $ 140.2 , net of cash acquired of $ 1.3 . The purchase price is subject to adjustment based on the final calculation of working capital and cash as of the date of acquisition.
The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Thermolec as of January 20, 2026:
Assets acquired:
Current assets, including cash and equivalents of $ 1.3
$ 11.1
Property, plant and equipment 0.8
Goodwill 75.0
Intangible assets 79.4
Other assets 1.2
Total assets acquired 167.5
Current liabilities assumed 4.4
Non-current liabilities assumed (1)
21.6
Net assets acquired $ 141.5
___________________________
(1) Includes net deferred income tax liabilities and other liabilities of $ 20.9 and $ 0.7 , respectively.
The identifiable intangible assets acquired consis t of customer relationships, technology, and definite-lived trademarks of $ 64.3 , $ 8.2 , and $ 6.9 , respectively, with suc h amounts based on an assessment of the related fair values. We expect to amortize the customer relationships, technology, and definite-lived trademark assets ove r 12.0 , 12.0 , and 15.0 y ears, respectively.
We acquired gro ss receivables of $ 4.0 , which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected North American market growth for Thermolec's existing operations, increased volumes achieved through commercial synergies with existing SPX businesses, procurement and operation al savings and efficiencies, and various other factors. We expect none of the goodwill described above to be deductible for tax purposes.
We recognized revenues and net income for Thermolec of $ 8.4 an d $ 0.9 , and $ 15.8 and $ 1.6 , re spectively, for the three and six months ended June 27, 2026, with the net income impacted by charges during the three and six months ended June 27, 2026 of $ 1.7 and $ 2.8 , respectively, associated with amortization of the various intangible assets mentioned above, and $ 0.4 during the six months ended June 27, 2026 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.
Acquisition of Sigma & Omega
As indicated in Note 1, on April 15, 2025, we completed the acquisition of Sigma & Omega for cash consideration of $ 143.3 , net of (i) an adjustment to the purchase price of $ 0.3 recorded during the fourth quarter of 2025 related to acquired working capital and (ii) cash acquired of $ 0.2 . The pro forma effect of this acquisition is not material to our condensed consolidated results of operations.
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The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for Sigma & Omega as of April 15, 2025:
Assets acquired:
Current assets, including cash and equivalents of $ 0.2
$ 17.1
Property, plant and equipment 1.3
Goodwill 76.1
Intangible assets 77.6
Other assets 1.2
Total assets acquired 173.3
Current liabilities assumed 9.3
Non-current liabilities assumed (1)
20.5
Net assets acquired $ 143.5
___________________________
(1) Includes net deferred income tax liabilities and other liabilities of $ 19.9 and $ 0.6 , respectively.
The identifiable intangible assets acquired consis t of customer relationships, customer backlog, technology, and definite-lived trademarks of $ 56.3 , $ 8.9 , $ 8.5 , and $ 3.9 , respectively, with suc h amounts based on an assessment of the related fair values. We expect to amortize the customer relationships, customer backlog, technology, and definite-lived trademarks over 11.0 , 1.0 , 9.0 , and 8.0 years, respectively.
We acquired gro ss receivables of $ 9.6 , which had a fair value of $ 9.2 at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected domestic and global market growth for Sigma & Omega's existing operations, increased volumes achieved by selling Sigma & Omega products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors. We expect none of the goodwill described above to be deductible for tax purposes.
We recognized revenues and a net loss for Sigma & Omega of $ 15.1 and $ 0.4 , respectively, for the three and six months ended June 28, 2025, with the net loss impacted by charges during the three and six months ended June 28, 2025 of $ 4.4 associated with amortization of the various intangible assets mentioned above.
Acquisition of KTS
As indicated in Note 1, on January 27, 2025, we completed the acquisition of KTS for cash consideration of $ 340.0 , inclusive of amounts paid related to future service obligations of certain employees of $ 46.5 (described further below) and net of an adjustment to the purchase price of $ 2.4 recorded during the third quarter of 2025 related to acquired working capital. We financed the acquisition with available borrowings on our revolving credit facility under our then-existing senior credit facilities.
In connection with the acquisition of KTS, and as required by the acquisition agreement, we assumed employee retention agreements with certain employees, totaling $ 46.5 , that include future service obligations. In the event employees forfeit any amounts under the terms of the agreements, such amounts are due to the seller of KTS. We funded the amounts related to these retention agreements through a reduction in the purchase price, with $ 46.5 paid into an escrow account at the time of the acquisition closing, as required by the acquisition agreement. The deferred compensation assets related to these agreements will be amortized over the agreement terms which range from 2 to 8 years. During the three and six months ended June 27, 2026 and June 28, 2025, we recognized compensation costs of $ 2.7 and $ 6.3 , and $ 6.6 and $ 10.9 , respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations, related to such retention agreements. The remaining deferred compensation assets of $ 6.9 and $ 9.1 are recorded within “ Other current assets ” and “ Other assets ”, respectively, within our condensed consolidated balance sheet as of June 27, 2026. At December 31, 2025, deferred compensation assets of $ 11.4 and $ 10.9 were recorded within “ Other current assets ” and “ Other assets ”, respectively, within our condensed consolidated balance sheet.
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The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for KTS as of January 27, 2025:
Assets acquired:
Current assets (1)
$ 60.8
Property, plant and equipment 5.6
Goodwill 104.4
Intangible assets 164.5
Other assets (1)
25.6
Total assets acquired 360.9
Current liabilities assumed 16.5
Non-current liabilities assumed 4.4
Net assets acquired $ 340.0
___________________________
(1) Includes $ 26.2 and $ 20.3 within “Current assets” and “Other assets”, respectively, for deferred compensation assets related to the employee retention agreements discussed previously.
The identifiable intangible assets acquired consis t of technology, customer relationships and contracts, definite-lived trademarks, and customer backlog of $ 79.8 , $ 70.7 , $ 6.7 , and $ 7.3 , respectively, with suc h amounts based on an assessment of the related fair values. We expect to amortize the technology, customer relationships and contracts, definite-lived trademarks, and customer backlog assets ove r 12.0 , 15.0 , 9.0 , and 2.0 years, respectively.
We acquired gro ss receivables of $ 7.2 , which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected domestic and global market growth for KTS's existing operations, increased volumes achieved through product synergies with existing SPX businesses, procurement and operational savings and efficiencies, and various other factors. We expect the goodwill described above to be deductible for tax purposes.
We recognized revenues an d net losses for KTS of $ 21.6 and $ 2.5 , and $ 30.1 and $ 8.9 , respectively, for the three and six months ended June 28, 2025, with the net losses i mpacted by charges during the three and six months ended June 28, 2025 of (i) $ 6.6 and $ 10.9 , respectively, for amortization of compensation costs related to acquired retention agreements, (ii) $ 6.0 and $ 9.2 , respectively, associated with amortization of the various intangible assets mentioned above, and (iii) $ 0.5 and $ 0.8 , respectively, associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.
12
The following unaudited pro forma information presents our condensed consolidated results of operations for the three and six months ended June 27, 2026 and June 28, 2025, respectively, as if the acquisitions of Crawford and Thermolec had taken place on January 1, 2025 and the acquisition of KTS had taken place on January 1, 2024. The unaudited pro forma financial information is not intended to represent or be indicative of our condensed consolidated results of operations that would have been reported had the acquisitions been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations. The pro forma results include estimates and assumptions that management believes are reasonable; however, these results do not include any anticipated cost savings or expenses of the planned integration of Crawford, Thermolec or KTS. These pro forma condensed consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisitions, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment, intangible assets and compensation costs related to acquired retention agreements, adjustments to reflect charges associated with acquisition-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred beginning during the first quarter of 2025 for Crawford and Thermolec and the first quarter of 2024 for KTS, and the related income tax effects.
Three months ended Six months ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Revenues $ 679.0 $ 585.6 $ 1,255.5 $ 1,103.8
Income from continuing operations 79.2 61.5 148.0 115.6
Net income 78.1 61.2 142.4 114.8
Income from continuing operations per share of common stock:
Basic $ 1.58 $ 1.32 $ 2.96 $ 2.48
Diluted $ 1.56 $ 1.30 $ 2.93 $ 2.45
Net income per share of common stock:
Basic $ 1.56 $ 1.31 $ 2.85 $ 2.46
Diluted $ 1.54 $ 1.29 $ 2.81 $ 2.43
Acquisition and Integration-related Costs
Duri ng the three and six months ended June 27, 2026 and June 28, 2025 we incurred acquisition and integration-related costs of $ 4.6 and $ 12.3 , and $ 8.3 and $ 16.9 , respectively. In addition, we recorded these amounts as shown below within consolidated operating income in Note 6:
Acquisition and integration-related costs
Three months ended Six months ended
Affected line item in Note 6 June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Corporate expense $ 1.4 $ 1.4 $ 4.1 $ 3.6
Acquisition and integration-related costs 3.2 6.9 8.2 13.3
Consolidated operating income $ 4.6 $ 8.3 $ 12.3 $ 16.9
Non-core Businesses
As discussed in Note 1, during the three months ended March 28, 2026, in connection with the acquisition of Crawford United, the Company concluded that the assets and liabilities of the Non-core businesses were ancillary to the Company’s long‑term strategic objectives and met the criteria to be classified as held for sale. Accordingly, the post‑acquisition operating results of these businesses are reported as discontinued operations.
On March 27, 2026, we completed the sale of the Non-core businesses for an aggregate cash sale price of $ 60.0 . In connection with the sale, we received net cash proceeds of $ 59.2 , net of cash and debt contributed of $ 1.4 and $ 2.2 , respectively, and recorded a loss of $ 5.7 to “Loss on disposition of discontinued operations, net of tax” within the condensed consolidated statement of operations for the six months ended June 27, 2026.
13
For the six months ended June 27, 2026, results of operations from the Non-core businesses prior to their sale were as follows:
Six months ended
June 27, 2026
Income from discontinued operations $ 2.2
Income tax provision ( 0.6 )
Income from discontinued operations, net $ 1.6
Wind-Down of DBT Business
We completed the wind-down of our DBT Technologies (PTY) LTD (“DBT”) subsidiary after it ceased all operations, including those related to two large power projects in South Africa (Kusile and Medupi), in the fourth quarter of 2021. As a result of completing the wind-down plan, we are reporting DBT as a discontinued operation for all periods presented.
The assets and liabilities of DBT have been included within “ Assets of DBT and Heat Transfer ” and “ Liabilities of DBT and Heat Transfer, ” respectively, on the condensed consolidated balance sheets as of June 27, 2026 and December 31, 2025 . The major line items constituting DBT ’ s assets and liabilities as of June 27, 2026 and December 31, 2025 are shown below:
June 27, 2026 December 31, 2025
ASSETS
Cash and equivalents $ 1.7 $ 2.0
Other current assets (1)
3.8 3.8
Total assets of DBT $ 5.5 $ 5.8
LIABILITIES
Accounts payable (1)
$ 0.1 $ 0.1
Contract liabilities (1)
2.4 2.3
Accrued expenses (1)
7.0 7.0
Other long-term liabilities (1)
4.7 4.7
Total liabilities of DBT $ 14.2 $ 14.1
___________________________
(1) Balances relate primarily to disputed amounts due to or from a subcontractor, engaged by DBT during the Kusile project, that is currently in liquidation. The timing of the ultimate resolution of these matters is uncertain as they are likely to occur as part of the liquidation process.
Wind-Down of the Heat Transfer Business
We completed the wind-down of our SPX Heat Transfer (“Heat Transfer”) business in the fourth quarter of 2020. As a result of completing the wind-down plan, we are reporting Heat Transfer as a discontinued operation for all periods presented.
The assets and liabilities of Heat Transfer have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of June 27, 2026 and December 31, 2025. At June 27, 2026 and December 31, 2025, Heat Transfer had total assets and liabilities of $ 0.3 and $ 0.0 , respectively.
For the three and six months ended June 27, 2026 and June 28, 2025, results of operations from our businesses reported as discontinued operations (excluding the Non-core businesses) were as follows:
Three months ended Six months ended
June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Loss from discontinued operations (1)
$ ( 1.1 ) $ ( 0.3 ) $ ( 1.2 ) $ ( 0.8 )
Income tax benefit (provision) 0.2 — ( 0.1 ) —
Loss from discontinued operations, net $ ( 0.9 ) $ ( 0.3 ) $ ( 1.3 ) $ ( 0.8 )
________________________________
(1) Loss for the three and six months ended June 27, 2026 and June 28, 2025 related primarily to costs incurred to support DBT through the subcontractor liquidation process mentioned above as well as revisions to liabilities retained in connections with prior dispositions.
14
(4) REVENUES FROM CONTRACTS
Disaggregated Revenues
We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by economic factors, with such disaggregation presented below for the three and six months ended June 27, 2026 and June 28, 2025:
Three months ended June 27, 2026
Reportable Segments HVAC Detection and Measurement Total
Major product lines
Package and process cooling equipment and services, and engineered air movement and handling solutions $ 319.0 $ — $ 319.0
Hydronic heating, electrical heating, and ventilation 161.6 — 161.6
Underground locators, inspection and rehabilitation
equipment, and robotic systems — 69.9 69.9
Communication technologies, aids to navigation, and transportation systems — 128.5 128.5
$ 480.6 $ 198.4 $ 679.0
Timing of Revenue Recognition
Revenues recognized at a point in time $ 399.4 $ 153.8 $ 553.2
Revenues recognized over time 81.2 44.6 125.8
$ 480.6 $ 198.4 $ 679.0
Six months ended June 27, 2026
Reportable Segments HVAC Detection and Measurement Total
Major product lines
Package and process cooling equipment and services, and engineered air movement and handling solutions $ 555.0 $ — $ 555.0
Hydronic heating, electrical heating, and ventilation 319.6 — 319.6
Underground locators, inspection and rehabilitation
equipment, and robotic systems — 128.5 128.5
Communication technologies, aids to navigation, and transportation systems — 242.7 242.7
$ 874.6 $ 371.2 $ 1,245.8
Timing of Revenue Recognition
Revenues recognized at a point in time $ 772.3 $ 293.7 $ 1,066.0
Revenues recognized over time 102.3 77.5 179.8
$ 874.6 $ 371.2 $ 1,245.8
15
Three months ended June 28, 2025
Reportable Segments HVAC Detection and Measurement Total
Major product lines
Package and process cooling equipment and services, and engineered air movement and handling solutions $ 238.8 $ — $ 238.8
Hydronic heating, electrical heating, and ventilation 137.9 — 137.9
Underground locators, inspection and rehabilitation
equipment, and robotic systems — 69.5 69.5
Communication technologies, aids to navigation, and transportation systems — 106.2 106.2
$ 376.7 $ 175.7 $ 552.4
Timing of Revenue Recognition
Revenues recognized at a point in time $ 345.4 $ 151.9 $ 497.3
Revenues recognized over time 31.3 23.8 55.1
$ 376.7 $ 175.7 $ 552.4
Six months ended June 28, 2025
Reportable Segments HVAC Detection and Measurement Total
Major product lines
Package and process cooling equipment and services, and engineered air movement and handling solutions $ 437.9 $ — $ 437.9
Hydronic heating, electrical heating, and ventilation 261.8 — 261.8
Underground locators, inspection and rehabilitation
equipment, and robotic systems — 126.2 126.2
Communication technologies, aids to navigation, and transportation systems — 209.1 209.1
$ 699.7 $ 335.3 $ 1,035.0
Timing of Revenue Recognition
Revenues recognized at a point in time $ 649.5 $ 293.4 $ 942.9
Revenues recognized over time 50.2 41.9 92.1
$ 699.7 $ 335.3 $ 1,035.0
Contract Balances
Our customers are invoiced for products and services at the time of delivery or based on contractual milestones, resulting in outstanding receivables with payment terms from these customers (“Contract Accounts Receivable”). In some cases, the timing of revenue recognition, particularly for revenue recognized over time, differs from when such amounts are invoiced to customers, resulting in a contract asset (revenue recognition precedes the invoicing of the related revenue amount) or a contract liability (payment from the customer precedes recognition of the related revenue amount). Contract assets and liabilities are generally classified as current. On a contract-by-contract basis, the contract assets and contract liabilities are reported net within our condensed consolidated balance sheets.
Project volumes, primarily within our communications technologies, aids to navigation, cooling equipment, and transportation systems businesses, can vary from period to period based on the timing of project execution.
Our contract balances consisted of the following as of June 27, 2026 and December 31, 2025:
Contract Balances June 27, 2026 December 31, 2025 Change
Contract Accounts Receivable (1)
$ 426.2 $ 346.9 $ 79.3
Contract Assets 78.1 65.0 13.1
Contract Liabilities - current ( 128.2 ) ( 115.8 ) ( 12.4 )
Contract Liabilities - non-current (2)
( 6.0 ) ( 3.6 ) ( 2.4 )
Net contract balance $ 370.1 $ 292.5 $ 77.6
___________________________
(1) Included in “Accounts receivable, net” within the accompanying condensed consolidated balance sheets.
(2) Included in “Other long-term liabilities” within the accompanying condensed consolidated balance sheets.
16
Our contract balances consisted of the following as of June 28, 2025 and December 31, 2024:
Contract Balances June 28, 2025 December 31, 2024 Change
Contract Accounts Receivable $ 355.5 $ 305.4 $ 50.1
Contract Assets 42.0 11.3 30.7
Contract Liabilities - current ( 76.5 ) ( 62.3 ) ( 14.2 )
Contract Liabilities - non-current ( 3.5 ) ( 4.0 ) 0.5
Net contract balance $ 317.5 $ 250.4 $ 67.1
The timing of revenue recognition, invoicing and cash collections results in Contract Accounts Receivable, contract assets, and customer advances and deposits (contract liabilities) on our condensed consolidated balance sheets. In general, we receive payments from customers based on a billing schedule established in our contracts. During the six months ended June 27, 2026, changes in contract balances were also impacted by the acquisitions of Thermolec and Crawford. At June 27, 2026, Contract Account Receivables, contract assets, and current contract liabilities attributable to Crawford were $ 13.9 , $ 5.8 , and $ 4.8 , respectively. At June 27, 2026, Contract Account Receivables attributable to Thermolec were $ 3.9 .
During the three and six months ended June 27, 2026, we recognized revenues of $ 13.5 and $ 50.6 , respectively, related to our contract liabilities at December 31, 2025. During the three and six months ended June 28, 2025, we recognized revenues of $ 10.3 and $ 39.0 , respectively, related to our contract liabilities at December 31, 2024.
Performance Obligations
As of June 27, 2026, the aggregate amount allocated to remaining performance obligations was $ 175.2 . We expect to recognize revenue on approximately 56 % and 75 % of r emaining performance obligations o ver the next 12 and 24 months, respectively, with the remaining recognized thereafter.
(5) LEASES
There were no material changes to our operating and finance leases during the three and six months ended June 27, 2026. Our condensed consolidated balance sheet at June 27, 2026 includes additional operating right-of-use assets and lease obligations of $ 5.4 and $ 1.0 related to the Crawford and Thermolec acquisitions, respectively.
(6) INFORMATION ON REPORTABLE SEGMENTS AND CORPORATE EXPENSE
We are a diversified, global supplier of highly specializ ed, engineered solutions with operations in 16 countries and sales in over 100 countries around the world.
In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Financial Accounting Standards Board Codification (the “Codification”). We have aggregated our operating segments into the following two reportable segments: HVAC and Detection and Measurement. The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers, distribution methods, and regulatory environment.
Our CODM, who is our President and Chief Executive Officer, uses segment income to evaluate the results of each operating segment. Segment income is determined before considering, if applicable, impairments and special charges, long-term incentive compensation, certain other operating income/expense, other indirect corporate expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition and integration-related costs. There have been no changes in the basis of segmentation or measurement of segment income during 2026. Our CODM assesses segment income performance in comparison to prior years, previously forecasted results, and anticipated/experienced market trends when determining how to allocate operating and capital resources. The only significant segment expense categories reviewed by our CODM are total selling, general and administrative expense and cost of products sold (exclusive of intangible amortization expense). Our CODM does not review asset or liability information for our operating segments as this information is not used to assess performance or allocate resources.
HVAC Reportable Segment
Our HVAC reportable segment engineers, designs, manufactures, installs and services package and process cooling equipment and engineered air movement and handling solutions for the HVAC industrial (including data center and power generation), institutional, and commercial markets, as well as hydronic and electrical heating and ventilation products for the residential, industrial, institutional, and commercial markets. The primary distribution channels for the segment’s products are direct to customers, independent manufacturing representatives, third-party distributors, and retailers. The segment serves a global customer base in North America, Europe, and Asia.
17
Detection and Measurement Reportable Segment
Our Detection and Measurement reportable segment engineers, designs, manufactures, services, and installs underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation. The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base in North America, Europe, Africa and Asia.
Corporate Expense
Corporate expense primarily relates to the personnel and general operating costs of our corporate headquarters based in Charlotte, North Carolina.
Financial data for our reportable segments for the three and six months ended June 27, 2026 and June 28, 2025 are presented below:
Three months ended Six months ended
June 27,
2026 June 28,
2025 June 27,
2026 June 28,
2025
HVAC reportable segment
Revenues $ 480.6 $ 376.7 $ 874.6 $ 699.7
Cost of products sold 307.2 226.1 553.8 425.7
Selling, general and administrative expense 63.6 54.8 122.4 104.3
Segment income $ 109.8 $ 95.8 $ 198.4 $ 169.7
Detection and Measurement reportable segment
Revenues $ 198.4 $ 175.7 $ 371.2 $ 335.3
Cost of products sold 98.1 96.9 186.3 183.7
Selling, general and administrative expense 43.0 38.8 80.9 75.0
Segment income $ 57.3 $ 40.0 $ 104.0 $ 76.6
Consolidated revenues $ 679.0 $ 552.4 $ 1,245.8 $ 1,035.0
Consolidated income for segments 167.1 135.8 302.4 246.3
Corporate expense 15.8 13.3 30.3 27.3
Acquisition and integration-related costs (1)
3.2 6.9 8.2 13.3
Long-term incentive compensation expense 4.3 3.9 8.0 7.6
Amortization of acquired intangible assets (2)
27.2 24.6 51.4 44.3
Special charges, net 1.6 — 1.8 0.1
Other operating expense, net — 0.5 — 0.5
Consolidated operating income 115.0 86.6 202.7 153.2
Other income (expense), net ( 5.1 ) ( 2.1 ) ( 8.1 ) 0.6
Interest expense ( 8.8 ) ( 15.6 ) ( 17.2 ) ( 27.9 )
Interest income 1.1 1.0 2.2 1.9
Income from continuing operations before income taxes $ 102.2 $ 69.9 $ 179.6 $ 127.8
Capital expenditures:
HVAC reportable segment $ 18.9 $ 6.1 $ 35.2 $ 10.8
Detection and Measurement reportable segment 2.2 1.6 4.2 2.4
Capital expenditures of reportable segments 21.1 7.7 39.4 13.2
Corporate — — 0.2 —
Total capital expenditures $ 21.1 $ 7.7 $ 39.6 $ 13.2
Depreciation and amortization:
HVAC reportable segment $ 25.2 $ 18.9 $ 47.1 $ 35.8
Detection and Measurement reportable segment 10.0 13.0 19.6 22.5
Depreciation and amortization of reportable segments 35.2 31.9 66.7 58.3
Corporate 0.5 0.6 1.1 1.2
Total depreciation and amortization $ 35.7 $ 32.5 $ 67.8 $ 59.5
18
Three months ended Six months ended
June 27,
2026 June 28,
2025 June 27,
2026 June 28,
2025
Geographic Areas:
Revenues: (3)
United States $ 538.0 $ 438.9 $ 985.6 $ 841.9
Canada 68.4 49.7 130.8 79.9
China 23.5 21.7 40.5 34.7
United Kingdom 21.6 22.5 42.9 39.9
Other 27.5 19.6 46.0 38.6
$ 679.0 $ 552.4 $ 1,245.8 $ 1,035.0
June 27, 2026 December 31, 2025
Tangible Long-Lived Assets:
United States $ 457.0 $ 419.4
Canada 87.6 88.2
Other 36.9 35.6
Long-lived assets of continuing operations 581.5 543.2
Long-lived assets of discontinued operations, DBT and Heat Transfer — —
Total tangible long-lived assets $ 581.5 $ 543.2
________________________________
(1) Represents acquisition and integration-related costs incurred in connection with acquisitions of $ 3.2 and $ 8.2 during the three and six months ended June 27, 2026, respectively, and $ 6.9 and $ 13.3 during the three and six months ended June 28, 2025, respectively, including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the Thermolec and Crawford acquisitions of $ 0.4 and $ 0.1 during the six months ended June 27, 2026, respectively, and the KTS acquisition of $ 0.5 and $ 0.8 during the three and six months ended June 28, 2025, respectively.
(2) Includes intangible asset amortization of $ 0.9 and $ 1.8 recorded in cost of products sold within the condensed consolidated statement of operations for the three and six months ended June 27, 2026, respectively.
(3) Revenues are included in the above geographic areas based on the country that recorded the revenue.
(7) SPECIAL CHARGES, NET
Special charges, net, for the three and six months ended June 27, 2026 and June 28, 2025 are described in more detail below:
Three months ended Six months ended
June 27,
2026 June 28,
2025 June 27,
2026 June 28,
2025
HVAC reportable segment $ 0.1 $ — $ 0.1 $ ( 0.2 )
Detection and Measurement reportable segment 1.5 — 1.7 0.2
Corporate — — — 0.1
Total $ 1.6 $ — $ 1.8 $ 0.1
HVAC — Charges for the three and six months ended June 27, 2026 and six months ended June 28, 2025 related primarily to recording, and subsequent adjustments of, severance costs associated with restructuring actions at one of the segment’s cooling businesses.
Detection and Measurement — Charges for the three and six months ended June 27, 2026 related primarily to severance costs and asset impairment charges associated with restructuring actions at the segment's location and inspection and rehabilitation businesses and charges for the six months ended June 28, 2025 related primarily to severance costs associated with restructuring actions at the segment's inspection and rehabilitation business.
Corporate — Charges for the six months ended June 28, 2025 related primarily to severance costs associated with a restructuring action.
No significant future charges are expected to be incurred under actions approved as of June 27, 2026.
19
The following is an analysis of our restructuring liabilities for the six months ended June 27, 2026 and June 28, 2025:
Six months ended
June 27,
2026 June 28,
2025
Balance at beginning of year $ 0.5 $ 1.8
Special charges (1)
1.1 0.1
Utilization — cash ( 0.4 ) ( 0.9 )
Balance at end of period $ 1.2 $ 1.0
__________________________
(1) The six months ended June 27, 2026 excluded $ 0.7 of non-cash charges that impacted special charges but not the restructuring liabilities.
(8) INVENTORIES, NET
Inventories are accounted for under the first-in, first-out method and are comprised of the following at June 27, 2026 and December 31, 2025:
June 27,
2026 December 31,
2025
Finished goods $ 79.6 $ 56.0
Work in process 36.8 33.9
Raw materials and purchased parts 257.6 212.3
Total inventories $ 374.0 $ 302.2
Inventories include material, labor and factory overhead costs and are reduced, when necessary, to estimated net realizable values.
(9) GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill for the six months ended June 27, 2026 were as follows:
December 31,
2025 Goodwill
Resulting from
Business
Combinations (1)
Foreign
Currency
Translation June 27,
2026
HVAC reportable segment
Gross goodwill $ 1,013.7 $ 206.1 $ ( 16.2 ) $ 1,203.6
Accumulated impairments ( 336.9 ) — 3.0 ( 333.9 )
Goodwill 676.8 206.1 ( 13.2 ) 869.7
Detection and Measurement reportable segment
Gross goodwill 542.4 — ( 3.0 ) 539.4
Accumulated impairments ( 175.8 ) — 1.0 ( 174.8 )
Goodwill 366.6 — ( 2.0 ) 364.6
Total
Gross goodwill 1,556.1 206.1 ( 19.2 ) 1,743.0
Accumulated impairments ( 512.7 ) — 4.0 ( 508.7 )
Goodwill $ 1,043.4 $ 206.1 $ ( 15.2 ) $ 1,234.3
__________________________
(1) Reflects goodwill acquired with the Thermolec and Crawford acquisitions o f $ 75.0 and $ 131.1 , respectively, within the HVAC reportable segment. As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in these acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.
20
Other Intangibles, Net
Identifiable intangible assets at June 27, 2026 and December 31, 2025 comprised the following:
June 27, 2026 December 31, 2025
Gross
Carrying
Value Accumulated
Amortization Net
Carrying
Value Gross
Carrying
Value Accumulated
Amortization Net
Carrying
Value
Intangible assets with determinable lives: (1)
Customer relationships and contracts $ 697.0 $ ( 177.5 ) $ 519.5 $ 557.8 $ ( 150.2 ) $ 407.6
Technology 297.3 ( 75.3 ) 222.0 274.3 ( 64.0 ) 210.3
Patents 4.5 ( 4.5 ) — 4.5 ( 4.5 ) —
Other 127.8 ( 81.6 ) 46.2 101.0 ( 72.1 ) 28.9
1,126.6 ( 338.9 ) 787.7 937.6 ( 290.8 ) 646.8
Trademarks with indefinite lives 227.6 — 227.6 221.4 — 221.4
Total $ 1,354.2 $ ( 338.9 ) $ 1,015.3 $ 1,159.0 $ ( 290.8 ) $ 868.2
__________________________
(1) The gross carrying value of identifiable intangible assets acquired with the Thermolec acquisition consist of customer relationships of $ 64.3 , technology of $ 8.2 , and definite-lived trademarks of $ 6.9 . The gross carrying value of identifiable intangible assets acquired with the Crawford acquisition consist of customer relationships of $ 81.8 , technology of $ 17.7 , definite-lived trademarks of $ 14.7 , and customer backlog of $ 13.9 .
In connection with the acquisitions of Thermolec and Crawford, which have definite-lived intangible assets as noted above, we updated our estimated annual amortization expense related to intangible assets to approximately $ 103.0 for the full year 2026, $ 89.0 for 2027, and $ 87.0 for each of the three years thereafter.
At June 27, 2026, the net carrying value of intangible assets with determinable lives consisted of $ 567.6 in the HVAC reportable segment and $ 220.1 in the Detection and Measurement reportable segment. At June 27, 2026, trademarks with indefinite lives consisted of $ 163.6 in the HVAC reportable segment and $ 64.0 in the Detection and Measurement reportable segment.
We review goodwill and indefinite-lived intangible assets for impairment annually during th e fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. In reviewing goodwill and indefinite-lived intangible assets for impairment, we initially perform a qualitative analysis. If there is an indication of impairment, we then perform a quantitative analysis. A significant amount of judgment is involved in determining if an indication of impairment has occurred between annual testing dates. Such indication may include: a significant decline in expected future cash flows; a significant adverse change in legal factors or the business climate; unanticipated competition; and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit.
The fair value of the net assets related to the Thermolec, Crawford, KTS and Sigma & Omega acquisitions approximate their respective carrying values. If Thermolec, Crawford, KTS and Sigma & Omega are unable to achieve their current financial forecasts, or there is a change in key assumptions used in the fair value analyses (e.g. projected revenues and profit growth rates, industry price multiples, discount rates, etc.) we may be required to record an impairment charge in a future period related to their goodwill. As of June 27, 2026, Thermolec, Crawford, KTS and Sigma & Omega's goodwill totaled $ 73.1 , $ 131.1 , $ 104.4 and $ 74.3 , respectively.
We perform our annual indefinite-lived trademarks impairment testing during the fourth quarter, or on a more frequent basis, if there are indications of potential impairment. The fair value of these trademarks is based on applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions (fair value based on unobservable inputs - Level 3, as defined in Note 17) . The primary basis for these projected revenues is the annual operating plan for each of the related businesses, which is prepared in the fourth quarter of each year.
The implied value of our ASPEQ and ULC business unit's trademarks approximated their carrying value. If ASPEQ or ULC is unable to achieve their current revenue forecasts, or there is a change in assumptions used in the fair value analyses (e.g., projected revenues, royalty rates, and discount rates, etc.), we may be required to record an impairment charge in a future period related to their trademarks. As of June 27, 2026, ASPEQ and ULC's trademarks totaled $ 51.5 and $ 4.7 , respectively.
21
(10) WARRANTY
The following is an analysis of our product warranty accrual for the periods presented:
Six months ended
June 27,
2026 June 28,
2025
Balance at beginning of year $ 49.0 $ 44.7
Acquisitions 0.5 —
Provisions 11.7 8.1
Usage ( 9.3 ) ( 8.3 )
Currency translation adjustment ( 0.1 ) —
Balance at end of period 51.8 44.5
Less: Current portion of warranty 23.8 19.5
Non-current portion of warranty $ 28.0 $ 25.0
(11) EMPLOYEE BENEFIT PLANS
During the fourth quarter of 2023, we initiated the wind-up of our Canadian defined benefit pension plans (collectively, the “Canadian Pension Plans”). We received regulatory approval for the wind-up which was completed during the first quarter of 2025. This transaction resulted in a settlement loss of $ 0.3 recorded in net periodic pension benefit expense during the six months ended June 28, 2025. In addition, and in connection with this wind-up, we remeasured the assets and liabilities of the Canadian Pension Plans, which resulted in a loss of $ 0.5 recorded in net periodic pension benefit expense for the six months ended June 28, 2025.
Net periodic benefit (income) expense for our pension and postretirement plans include the following components:
Domestic Pension Plans
Three months ended Six months ended
June 27,
2026 June 28,
2025 June 27,
2026 June 28,
2025
Service cost $ — $ — $ — $ —
Interest cost 2.7 3.0 5.4 6.0
Expected return on plan assets ( 1.6 ) ( 2.0 ) ( 3.2 ) ( 4.0 )
Net periodic pension benefit expense $ 1.1 $ 1.0 $ 2.2 $ 2.0
Foreign Pension Plans
Three months ended Six months ended
June 27,
2026 June 28,
2025 June 27,
2026 June 28,
2025
Service cost $ — $ — $ — $ —
Interest cost 1.1 1.0 2.3 2.0
Expected return on plan assets ( 1.0 ) ( 0.9 ) ( 2.0 ) ( 1.8 )
Settlement loss (1)
— — — 0.3
Recognized net actuarial loss (1)
— — — 0.5
Net periodic pension benefit expense $ 0.1 $ 0.1 $ 0.3 $ 1.0
__________________________
(1) Relates to the wind-up of the Canadian Pension Plans referred to previously.
Postretirement Plans
Three months ended Six months ended
June 27,
2026 June 28,
2025 June 27,
2026 June 28,
2025
Service cost $ — $ — $ — $ —
Interest cost 0.2 0.3 0.4 0.6
Amortization of unrecognized prior service credits ( 0.2 ) ( 0.8 ) ( 0.4 ) ( 1.6 )
Net periodic postretirement benefit income $ — $ ( 0.5 ) $ — $ ( 1.0 )
22
(12) INDEBTEDNESS
The following summarizes our debt activity (both current and non-current) for the six months ended June 27, 2026:
December 31,
2025 Borrowings Repayments Other (5)
June 27,
2026
Revolving loans (1)
$ — $ 214.9 $ ( 174.9 ) $ — $ 40.0
Term loan (2)
499.1 — — 0.1 499.2
Trade receivables financing arrangement (3)
— 282.0 ( 209.0 ) — 73.0
Other indebtedness (4)
2.5 0.2 ( 0.3 ) 0.1 2.5
Total debt 501.6 $ 497.1 $ ( 384.2 ) $ 0.2 614.7
Less: short-term debt 1.4 74.3
Less: current maturities of long-term debt 3.5 9.9
Total long-term debt $ 496.7 $ 530.5
___________________________
(1) The revolving credit facility extends to September 2030 under the terms of the agreement governing our senior credit facilities and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as a partial funding mechanism for the Crawford acquisition.
(2) The term loan is repayable in quarterly installments equal to 0.625 % of the initial term loan balance of $ 500.0 , beginning in December 2026 and in the first three quarters of 2027, and 1.25 % during the fourth quarter of 2027, and all quarters of 2028 and 2029, and the first two quarters of 2030. The remaining balance is payable in full on September 9, 2030. The balance is net of unamortized debt issuance costs of $ 0.8 and $ 0.9 at June 27, 2026 and December 31, 2025, respectively.
(3) Under this arrangement, we can borrow, on a continuous basis, up to $ 100.0 , as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At June 27, 2026, we had $ 8.0 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $ 73.0 .
(4) Primarily includes balances under a purchase card program of $ 1.3 and $ 1.4 and finance lease obligations of $ 1.2 and $ 1.1 at June 27, 2026 and December 31, 2025, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
(5) “Other” includes the impact of amortization of debt issuance costs associated with the term loan.
Senior Credit Facilities
Our senior credit facilities consist of the following facilities, each with a final maturity of September 9, 2030:
• A term loan facility in the aggregate principal amount of $ 500.0 ;
• A multicurrency revolving credit facility, which is available for loans and letters of credit in U.S. Dollars, Euros, British Pounds Sterling and other currencies, in an aggregate principal amount up to the equivalent of $ 1,500.0 (with sublimits equal to the equivalents of $ 200.0 for financial letters of credit, $ 50.0 for non-financial letters of credit, and $ 250.0 for non-U.S. exposure); and
• A bilateral foreign credit instrument facility, which is available for performance letters of credit and bank undertakings, in an aggregate principal amount in various currencies up to the equivalent of $ 25.0 .
A detailed description of our senior credit facilities is included in our 202 5 Annual Report on Form 10- K .
At June 27, 2026, we had $ 1,457.3 of available borrowing capacity under our revolving credit facility, after giving effect to borrowings under the domestic revolving loan facilities of $ 40.0 and $ 2.7 reserved for outstanding letters of credit. In addition, at June 27, 2026, we had $ 17.6 of available issuance capacity under our foreign credit instrument facilities after giving effect to $ 7.4 reserved for outstanding letters of credit.
The weighted-average interest rate of outstanding borrowings under our senior credit agreement was approximately 5.0 % at June 27, 2026.
At June 27, 2026, we were in compliance with all covenants of the agreement governing our senior credit facilities.
Other Borrowings and Financing Activities
During the second quarter of 2026, we renewed our trade receivables financing agreement for the next 12 months, whereby we can borrow, on a continuous basis, up to $ 100.0 , as available.
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Company-owned Life Insurance
We have investments in company-owned life insurance (“COLI”) policies, which are recorded at their cash surrender value at each balance sheet date. Changes in the cash surrender value during the period are recorded as a gain or loss within “Other income (expense), net” within our condensed consolidated statements of operations. We have the ability to borrow against a portion of our investment in the COLI policies as an additional source of liquidity. There were no amounts borrowed at June 27, 2026 and December 31, 2025. Any amounts borrowed would incur interest at a rate of 5.3 %. At June 27, 2026, we had capacity to borrow approximately $ 34.0 against the policies. The cash surrender value of our investments in COLI assets was $ 59.4 and $ 60.3 at June 27, 2026 and December 31, 2025, respectively, recorded in “Other assets” on the condensed consolidated balance sheets.
(13) DERIVATIVE FINANCIAL INSTRUMENTS
Interest Rate Swaps
In September 2024, commensurate with an amendment to our senior credit agreement, we entered into interest rate swap agreements (“Swaps”). During the third quarter of 2025, commensurate with the amendment to our senior credit facilities, we settled the Swaps which resulted in a gain recorded to “Other income (expense), net” and cash received of $ 0.4 . Prior to this settlement, the Swaps covered the period from December 2024 to June 2026 and effectively converted a portion of the borrowings under our senior credit facilities to a fixed rate of 3.58 %, plus the applicable margin. We had designated, and accounted for, our Swaps as cash flow hedges. Changes in the fair value of our Swaps were reclassified into earnings, as a component of interest expense, when the forecasted transaction impacted earnings. Since the settlement of the Swaps, we have not entered into any further interest rate swap agreements.
Currency Forward Contracts
We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency exchange rates. Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations. Our principal currency exposures relate to the British Pound Sterling, Canadian Dollar, Euro, and South African Rand.
From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies that manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”). Certain of our FX forward contracts are designated as cash flow hedges. Changes in these derivatives’ fair value are included in accumulated other comprehensive income (“AOCI”) and are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings. In addition, if the forecasted transaction is no longer probable of occurring, the cumulative change in the derivatives’ fair value is recorded into earnings in the period in which the transaction is no longer considered probable of occurring.
We had FX forward contracts with an aggregate notional amount of $ 24.4 and $ 19.3 outstanding as of June 27, 2026 and December 31, 2025, respectively, with all of the $ 24.4 scheduled to mature within one year. The fair value of these FX forward contracts was less than $ 0.1 at June 27, 2026 and December 31, 2025.
During the second quarter of 2026, we have designated and accounted for additional FX forward contracts, with a notional amount of $ 3.5 , as cash flow hedges. As of June 27, 2026, the unrealized gain, net of tax, recorded in AOCI related to these cash flow hedges was $ 0.1 . In addition, the fair value of the agreements was $ 0.2 (recorded as a current asset) as of June 27, 2026. Changes in fair value of our FX forward contracts designated as cash flow hedges are reclassified into earnings, as a component of “Revenues” when the forecasted transaction impacts earnings.
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(14) STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION
Income Per Share
The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income per share:
Three months ended Six months ended
June 27,
2026 June 28,
2025 June 27,
2026 June 28,
2025
Weighted-average number of common shares used in basic income per share 50.070 46.716 49.999 46.586
Dilutive securities — Employee stock options, performance stock units and restricted stock units 0.605 0.680 0.598 0.669
Weighted-average number of common shares and dilutive securities used in diluted income per share 50.675 47.396 50.597 47.255
The weighted-average number of restricted stock units, performance stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.110 and 0.182 , r espectively, for the three mon ths ended June 27, 2026, and 0.093 and 0.170 , respectively, for the six months ended June 27, 2026.
The weighted-average number of restricted stock units, performance stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.151 and 0.265 , respectively, for the three months ended June 28, 2025, and 0.133 and 0.251 , respectively, for the six months ende d June 28, 2025 .
Long-Term Incentive Compensation
Long-term incentive compensation awards may be granted to certain eligible employees or non-employee directors. A detailed description of the awards granted prior to 2026 is included in our 2025 Annual Report on Form 10-K.
Awards granted on March 2, 2026 to executive officers and other members of senior management were comprised of performance stock units (“PSU’s”), stock options, and time-based restricted stock units (“RSU’s”), while other eligible employees were granted PSU’s and RSU’s. The PSU’s are eligible to vest at the end of a three-year performance period, with performance based on the total return of our stock over the three-year performance period against a peer group within the combined S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index. Stock options and RSU’s vest ratably over the three-year period subsequent to the date of grant.
Effective May 12, 2026, we granted 0.006 RSU’s to our non-employee directors, which vest in their entirety immediately prior to the annual meeting of stockholders in May 2027.
C ompensation expense within income from continuing operations related to long-term incentive awards totaled $ 4.3 and $ 3.9 for the three months ended June 27, 2026 and June 28, 2025 , respectively, an d $ 8.0 an d $ 7.6 for the six months ended June 27, 2026 and June 28, 2025 , respectively. The related tax benefit w as $ 0.7 for the three months ended June 27, 2026 and June 28, 2025, respectively, and $ 1.3 for the six months e nded June 27, 2026 and June 28, 2025 , respectively.
Repurchases of Common Stock
On May 12, 2026, our Board of Directors authorized management, in its sole discretion, to repurchase, in any fiscal year, up to $ 100.0 of our common stock, subject to maintaining compliance with all covenants of our senior credit agreement. No share repurchases were effected pursuant to this and prior authorizations during the three and six months ended June 27, 2026.
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Accumulated Other Comprehensive Income
The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended June 27, 2026 were as follows:
Foreign
Currency
Translation
Adjustment Net Unrealized Gains
on Qualifying Cash
Flow Hedges (1)
Pension and
Postretirement
Liability
Adjustment (2)
Total
Balance at beginning of period $ 254.5 $ — $ ( 0.3 ) $ 254.2
Other comprehensive income (loss) before reclassifications ( 22.1 ) 0.1 — ( 22.0 )
Amounts reclassified from accumulated other comprehensive income — — ( 0.2 ) ( 0.2 )
Current-period other comprehensive income (loss) ( 22.1 ) 0.1 ( 0.2 ) ( 22.2 )
Balance at end of period $ 232.4 $ 0.1 $ ( 0.5 ) $ 232.0
__________________________
(1) Net of tax provision of $ 0.1 and $ 0.0 as of June 27, 2026 and March 28, 2026, respectively.
(2) Net of tax provision of $ 0.0 as of June 27, 2026 and March 28, 2026. The balances as of June 27, 2026 and March 28, 2026 include unamortized prior service credits.
The changes in the components of accumulated other comprehensive income, net of tax, for the six months ended June 27, 2026 were as follows:
Foreign
Currency
Translation
Adjustment Net Unrealized Gains
on Qualifying Cash
Flow Hedges (1)
Pension and
Postretirement
Liability
Adjustment (2)
Total
Balance at beginning of period $ 260.6 $ — $ ( 0.1 ) $ 260.5
Other comprehensive income (loss) before reclassifications ( 28.2 ) 0.1 — ( 28.1 )
Amounts reclassified from accumulated other comprehensive income — — ( 0.4 ) ( 0.4 )
Current-period other comprehensive income (loss) ( 28.2 ) 0.1 ( 0.4 ) ( 28.5 )
Balance at end of period $ 232.4 $ 0.1 $ ( 0.5 ) $ 232.0
__________________________
(1) Net of tax provision of $ 0.1 and $ 0.0 as of June 27, 2026 and December 31, 2025, respectively.
(2) Net of tax provision of $ 0.0 as of June 27, 2026 and December 31, 2025. The balances as of June 27, 2026 and December 31, 2025 include unamortized prior service credits.
The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended June 28, 2025 were as follows:
Foreign
Currency
Translation
Adjustment Net Unrealized Gains
on Qualifying Cash
Flow Hedges (1)
Pension and
Postretirement
Liability
Adjustment (2)
Total
Balance at beginning of period $ 230.1 $ 1.8 $ 1.5 $ 233.4
Other comprehensive income before reclassifications 31.4 0.1 — 31.5
Amounts reclassified from accumulated other comprehensive income — ( 0.6 ) ( 0.5 ) ( 1.1 )
Current-period other comprehensive income (loss) 31.4 ( 0.5 ) ( 0.5 ) 30.4
Balance at end of period $ 261.5 $ 1.3 $ 1.0 $ 263.8
__________________________
(1) Net of tax provision of $ 0.5 and $ 0.4 as of June 28, 2025 and March 29, 2025, respectively.
(2) Net of tax provision of $ 0.5 and $ 0.8 as of June 28, 2025 and March 29, 2025, respectively. The balances as of June 28, 2025 and March 29, 2025 include unamortized prior service credits.
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The changes in the components of accumulated other comprehensive income, net of tax, for the six months ended June 28, 2025 were as follows:
Foreign
Currency
Translation
Adjustment Net Unrealized Gains
on Qualifying Cash
Flow Hedges (1)
Pension and
Postretirement
Liability
Adjustment (2)
Total
Balance at beginning of period $ 218.9 $ 2.6 $ 2.1 $ 223.6
Other comprehensive income before reclassifications 42.6 — — 42.6
Amounts reclassified from accumulated other comprehensive income — ( 1.3 ) ( 1.1 ) ( 2.4 )
Current-period other comprehensive income (loss) 42.6 ( 1.3 ) ( 1.1 ) 40.2
Balance at end of period $ 261.5 $ 1.3 $ 1.0 $ 263.8
__________________________
(1) Net of tax provision of $ 0.5 and $ 0.7 as of June 28, 2025 and December 31, 2024, respectively.
(2) Net of tax provision of $ 0.5 and $ 1.0 as of June 28, 2025 and December 31, 2024, respectively. The balances as of June 28, 2025 and December 31, 2024 include unamortized prior service credits.
The following summarizes amounts reclassified from each component of accumulated other comprehensive income for the three months ended June 27, 2026 and June 28, 2025:
Amount Reclassified from AOCI
Three months ended
June 27, 2026 June 28, 2025 Affected Line Item in the Condensed
Consolidated Statements of Operations
Gains on qualifying cash flow hedges:
Swaps $ — $ ( 0.6 ) Interest expense
Pre-tax — ( 0.6 )
Income taxes — —
$ — $ ( 0.6 )
Gains on pension and postretirement items:
Amortization of unrecognized prior service credits - Pre-tax $ ( 0.2 ) $ ( 0.8 ) Other income (expense), net
Income taxes — 0.3
$ ( 0.2 ) $ ( 0.5 )
The following summarizes amounts reclassified from each component of accumulated other comprehensive income for the six months ended June 27, 2026 and June 28, 2025:
Amount Reclassified from AOCI
Six months ended
June 27, 2026 June 28, 2025 Affected Line Item in the Condensed
Consolidated Statements of Operations
Gains on qualifying cash flow hedges:
Swaps $ — $ ( 1.6 ) Interest expense
Pre-tax — ( 1.6 )
Income taxes — 0.3
$ — $ ( 1.3 )
Gains on pension and postretirement items:
Amortization of unrecognized prior service credits - Pre-tax $ ( 0.4 ) $ ( 1.6 ) Other income (expense), net
Income taxes — 0.5
$ ( 0.4 ) $ ( 1.1 )
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(15) CONTINGENT LIABILITIES AND OTHER MATTERS
General
Numerous claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, “claims”). These claims relate to litigation matters (e.g., contracts, intellectual property and competitive claims), environmental matters, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims). Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate. While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance, among other lines of coverage, and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures. Also, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may be insufficient or unavailable to protect us against potential loss exposures.
Our recorded liab ilities related to these matters, primarily associated with environmental remediation matters, totaled $ 44.9 and $ 43.7 at June 27, 2026 and December 31, 2025, respectively. Of these amounts, $ 37.3 and $ 36.4 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at June 27, 2026 and December 31, 2025 , respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience. While we base our assumptions on facts currently known to us, they entail inherently subjective judgments and uncertainties. As a result, our current assumptions for estimating these liabilities may not prove accurate, and we may be required to adjust these liabilities in the future, which could result in charges to earnings. These variances relative to current expectations could have a material impact on our financial position and results of operations.
Large Power Projects in South Africa
On February 5, 2021, DBT received payment of $ 6.7 on bonds issued in support of performance by one of DBT’s subcontractors that is currently in liquidation. The subcontractor or liquidator maintain rights to seek recovery of such amount and, thus, the amount received by DBT has not been reflected in our condensed consolidated statements of operations.
Impacts of Tariffs
In 2025, the U.S. government imposed a series of tariffs on many U.S. trading partners pursuant to the International Emergency Economic Powers Act of 1977 (“IEEPA”). On February 20, 2026, the United States Supreme Court issued a ruling invalidating tariffs previously imposed under IEEPA. The ultimate availability, timing, and amount of any potential refunds of such tariffs could be subject to further legal, regulatory, and administrative developments. Following the Supreme Court’s decision, the U.S. government announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from many countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. As of June 27, 2026, the amount of recognized assets related to tariff refunds was no t significant to our condensed consolidated balance sheet. While the Company continues to review and compile refund requests and may record additional refund amounts in the future, the amount is not anticipated to have a material impact to our financial position and results of operations.
Litigation Matters
We are subject to other legal matters that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows; however, we cannot give assurance that these proceedings or claims will not have a material effect on our financial position, results of operations or cash flows.
Environmental Matters
Our operations and properties are subject to federal, state, local and foreign regulatory requirements relating to environmental protection. It is our policy to comply fully with all applicable requirements. As part of our effort to comply, we have a comprehensive environmental compliance program that includes environmental audits conducted by internal and external independent professionals, as well as regular communications with our operating units regarding environmental compliance requirements and anticipated regulations. Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial condition, and results of operations or cash
28
flows. We had liabilities for site investigation and/or remediation at 16 sites, that we own or control, as of June 27, 2026 and December 31, 2025.
Our environmental accruals relate predominantly to legacy sites that the Company no longer operates as part of its ongoing business and we record adjustments for these sites to “Other income (expense), net” in our condensed consolidated statements of operations. These environmental accruals cover anticipated costs, including investigation, remediation, and maintenance of clean-up sites. Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. Accordingly, our estimates may change based on future developments, including new or changes in existing environmental laws or policies, differences in costs required to complete anticipated actions from estimates provided, future findings of investigation or remediation actions, changes in our allocation of shared remediation costs, or alteration to the expected remediation plans. It is our policy to revise an estimate once it becomes probable and the amount of change can be reasonably estimated. We generally do not discount our environmental accruals and do not reduce them by anticipated insurance, litigation or other recoveries. We take into account third-party indemnification from financially viable parties in determining our accruals where there is no dispute regarding the right to indemnification.
In the case of contamination at offsite, third-party disposal sites, as of June 27, 2026 and December 31, 2025, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9 sites, at which the liability has not been settled, and all of which have been active in the past few years. These laws may impose liability on certain persons that are considered jointly and severally liable for the costs of investigation and remediation of hazardous substances present at these sites, regardless of fault or legality of the original disposal. These persons include the present or former owners or operators of the site and companies that generated, disposed of or arranged for the disposal of hazardous substances at the site. We are considered a “de minimis” potentially responsible party at most of the sites, and we estimate that our aggregate liability, if any, related to these sites is not material to our condensed consolidated financial statements. We conduct extensive environmental due diligence with respect to potential acquisitions, including environmental site assessments and such further testing as we may deem warranted. If an environmental matter is identified, we estimate the cost and either establish a liability, purchase insurance or obtain an indemnity from a financially sound seller; however, in connection with our acquisitions or dispositions, we may assume or retain significant environmental liabilities, some of which we may be unaware. The potential costs related to these environmental matters and the possible impact on future operations are uncertain due in part to the complexity of government laws and regulations and their interpretations, the varying costs and effectiveness of various clean-up technologies, the uncertain level of insurance or other types of recovery, and the questionable level of our responsibility. We record a liability when it is both probable and the amount can be reasonably estimated.
In our opinion, after considering accruals established for such purposes of $ 32.8 and $ 32.4 at June 27, 2026 and December 31, 2025, respectively, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows. That said, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.
Self-Insured Risk Management Matters
We are self-insured for certain of our workers’ compensation, automobile, product and general liability, disability and health costs, and we believe that we maintain adequate accruals to cover our retained liability. Our accruals for risk management matters are determined by us, are based on claims filed and estimates of claims incurred but not yet reported, and are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts, however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against loss exposures.
(16) INCOME AND OTHER TAXES
Uncertain Tax Benefits
As of June 27, 2026 , we had gross unrecognized tax ben efits of $ 4.2 (net unrecognized tax benefits of $ 3.9 ). All of these net unrecognized tax benefits would impact our effective tax rate from continuing operations if recognized.
We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of June 27, 2026, gross accrued interest totaled $ 0.6 (net accrued interest of $ 0.4 ). As of June 27, 2026, we had no accrual for penalties included in our unrecognized tax benefits.
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Other Tax Matters
For the three months ended June 27, 2026, we recorded an income tax provision of $ 22.9 on $ 102.2 of pre-tax income from continuing operations, resulting in an effective rate of 22.4 %. This compares to an income tax provision for the three months ended June 28, 2025 of $ 17.4 on $ 69.9 of pre-tax income from continuing operations, resulting in an effective rate of 24.9 %. The most significant item impacting the income tax provision for the second quarters of 2026 and 2025 was $ 2.8 of tax benefit and $ 0.8 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.
For the six months ended June 27, 2026, we recorded an income tax provision of $ 35.9 on $ 179.6 of pre-tax income from continuing operations, resulting in an effective rate of 20.0 %. This compares to an income tax provision for the six months ended June 28, 2025 of $ 23.6 on $ 127.8 of pre-tax income from continuing operations, resulting in an effective rate of 18.5 %. The most significant items impacting the income tax provision during the first half of 2026 and 2025 were (i) $ 7.2 and $ 8.8 , respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods and (ii) $ 2.8 of tax benefit and $ 0.8 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.
We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes Topic of the Codification. Accruals for these uncertain tax positions are recorded in “Income taxes payable” and “Deferred and other income taxes” in the accompanying condensed consolidated balance sheets based on the expectation as to the timing of when the matters will be resolved. As events change and resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities.
U.S. Federal income tax returns are subject to examination for a period of three years after filing the return. We are not currently under examination by the Internal Revenue Service and believe any contingencies in open years are adequately provided for.
State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We regularly have various state income tax returns in the process of examination. We believe any uncertain tax positions related to these examinations have been adequately provided for.
We regularly have various foreign income tax returns under examination. We believe that any uncertain tax positions related to these examinations have been adequately provided for.
An unfavorable resolution of one or more of the above matters could have a material impact on our results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time.
(17) FAIR VALUE AND OTHER INVESTMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
• Level 1 — Quoted prices for identical instruments in active markets.
• Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
• Level 3 — Significant inputs to the valuation model are unobservable.
There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring or nonrecurring basis. There were no transfers between the three levels of the fair value hierarchy for the periods pres ented.
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The following tables present our fair value hierarchy of our financial assets measured at fair value on a recurring basis as of June 27, 2026 and December 31, 2025:
June 27, 2026
Level 1 Level 2 Level 3 Total
Assets:
Derivative financial instruments $ — $ 0.2 $ — $ 0.2
December 31, 2025
Level 1 Level 2 Level 3 Total
Assets:
Derivative financial instruments $ — $ — $ — $ —
Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets — Certain of our non-financial assets are subject to impairment analyses, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairments would result in the asset being recorded at its fair value. Based on the inputs used in the impairment analyses, these assets are classified within Level 3 of the valuation hierarchy.
Derivative Financial Instruments — Our financial derivative assets and liabilities include FX forward contracts and are valued using valuation models based on observable market inputs such as forward rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.
As of June 27, 2026, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities. Similarly, there had been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks.
Equity Security — We estimate the value of an equity security in Filtran Group Equity, LLC ( “Filtran”) that we hold utilizing a practical expedient under existing guidance, with such estimated value based on our ownership percentage applied to the net asset value as provided quarterly (on a one quarter lag) by the investee. The value is updated annually, typically during the first quarter, based on the investee’s most recent audited financial statements.
During the three and six months ended June 27, 2026, there was no change in the estimated value of such equity security, and during the three and six months ended June 28, 2025 we recorded gains of $ 0.0 and $ 4.5 , respectively, to “Other income (expense), net” related to changes in the estimated value of such equity security.
On November 10, 2025, Parker-Hannifin Corporation ( “Parker”) entered into an agreement to acquire the majority of the underlying businesses held by an investee of Filtran through a planned merger, while Donaldson Company, Inc. entered into an agreement to acquire the remaining business on February 2, 2026. The acquisition agreements contain customary termination rights, require various regulatory approvals, as well as in the case of the Parker transaction, the right of either Parker or Filtran to terminate if the completion of the merger shall not have occurred prior to February 10, 2027, which date may be extended upon the satisfaction of certain conditions. We maintain no control over, or involvement in, the sale process, which may not come to fruition.
As of June 27, 2026 and December 31, 2025, the equity security had an estimated value of $ 58.2 , recorded in “Other assets”, on the condensed consolidated balance sheets . This estimated value provided by the investee includes the impact of the above transactions. We are restricted from transferring this investment without approval of the manager of the investee.
The following table provides a reconciliation of activity for the equity security for the six months ended June 27, 2026:
Balance at beginning of period $ 58.2
Change in value of equity security —
Balance at end of period $ 58.2
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Indebtedness and Other — The estimated fair value of our debt instruments as of June 27, 2026 and December 31, 2025 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments. Se e Note 12 f or further details.
(18) SUBSEQUENT EVENT
On July 22, 2026, we completed the acquisition of Neptronic Inc. (“Neptronic”) which specializes in highly engineered HVAC solutions including intelligent controls, electric duct heaters, humidifiers, actuators and valves. We purchased Neptronic for net cash consideration of approximately $ 430.0 . The acquisition was funded through available borrowings of $ 340.0 on our revolving credit facility under our senior credit facilities, and cash on hand. The post-acquisition results of Neptronic will be reflected within our HVAC reportable segment.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.