
Jennifer Sherman, President & Chief Executive Officer Ian Hudson, SVP, Chief Financial Officer
Felix Boeschen, VP, Corporate Strategy & Investor Relations
Net sales of $656 M, up $101 M, or 18%
Operating income of $111.4 M, up $17.4 M, or 19%
Net income of $79.6 M, up $11.5 M, or 17%
Adjusted EBITDA* of $140.4 M, up $24.2 M, or 21%
Adjusted EBITDA margin* of 21.4%, vs. 20.9%
GAAP diluted EPS of $1.29, up $0.18, or 16%
Adjusted EPS* of $1.34, up $0.20, or 18%
Orders of $620 M, up $153 M, or 33%
Backlog of $967 M
* Non-GAAP financial measure. See appendix for additional information on non-GAAP measures, including reconciliation to GAAP measures
** Comparisons versus Q3 of 2025 3
Group and Corporate Results$ millions, except % Q3 2026 Q3 2025 % Change
ESG | Orders | $ 529.7 | $ 371.1 | 43% |
Net sales | 563.8 | 465.5 | 21% | |
Operating income | 101.4 | 85.3 | 19% | |
Operating margin | 18.0% | 18.3% | ||
Adjusted EBITDA* | 126.4 | 104.9 | 20% | |
Adjusted EBITDA margin* | 22.4% | 22.5% | ||
SSG | Orders | 90.4 | 95.8 | -6% |
Net sales | 91.7 | 89.5 | 2% | |
Operating income | 22.8 | 21.9 | 4% | |
Operating margin | 24.9% | 24.5% | ||
Adjusted EBITDA* | 23.9 | 22.9 | 4% | |
Adjusted EBITDA margin* | 26.1% | 25.6% | ||
Corporate expenses | 12.8 | 13.2 | -3% | |
Consolidated | Orders | 620.1 | 466.9 | 33% |
Net sales | 655.5 | 555.0 | 18% | |
Operating income | 111.4 | 94.0 | 19% | |
Operating margin | 17.0% | 16.9% | ||
Adjusted EBITDA* | 140.4 | 116.2 | 21% | |
Adjusted EBITDA margin* | 21.4% | 20.9% | ||
* Non-GAAP financial measure. See appendix for additional information on non- 4
GAAP measures, including reconciliation to GAAP measures
Consolidated Statement of Operations$ millions, except % and per share | Q3 2026 | Q3 2025 | $ Change | % Change | ||
Net sales | $ 655.5 | $ 555.0 | $ 100.5 | 18% | ||
Cost of sales | 466.3 | 393.5 | 72.8 | 19% | ||
Gross profit | 189.2 | 161.5 | 27.7 | 17% | ||
SEG&A expenses | 69.8 | 61.4 | 8.4 | 14% | ||
Amortization expense | 6.8 | 4.5 | 2.3 | 51% | ||
Acquisition and integration-related expenses, net | 1.2 | 1.6 | (0.4) | -25% | ||
Operating income | 111.4 | 94.0 | 17.4 | 19% | ||
Interest expense, net | 5.3 | 2.8 | 2.5 | 89% | ||
Other expense, net | 1.0 | 0.7 | 0.3 | 43% | ||
Income tax expense | 25.5 | 22.4 | 3.1 | 14% | ||
Net income | $ 79.6 | $ 68.1 | $ 11.5 | 17% | ||
Diluted EPS | $ 1.29 | $ 1.11 | $ 0.18 | 16% | ||
Adjusted EPS* | $ 1.34 | $ 1.14 | $ 0.20 | 18% | ||
Gross Margin | 28.9% | 29.1% | ||||
SEG&A expenses as a % of net sales | 10.6% | 11.1% | ||||
Effective tax rate | 24.3% | 24.8% |
* Non-GAAP financial measure. See appendix for additional information on non-
Adjusted Earnings per Share *($ in millions) | Three Mont 2026 | hs End | ed Septemb 2025 | er 30, | Nine Months Ende 2026 | d September 30, 2025 | |
Net income, as reported Add: Income tax expense | $ | 79.6 25.5 | $ | 68.1 22.4 | $ | 236.1 72.6 | $ 185.8 60.1 |
Income before income taxes Add: Acquisition and integration-related expenses, net | 105.1 1.2 | 90.5 1.6 | 308.7 3.1 | 245.9 2.7 | |||
Charges associated with previously discontinued operations (1) | 2.1 | - | 3.1 | - | |||
Purchase accounting effects (2) | 0.6 | 0.5 | 3.5 | 1.2 | |||
Adjusted income before income taxes | 109.0 | 92.6 | 318.4 | 249.8 | |||
Adjusted income tax expense (3) (4) | (26.4) | (22.9) | (74.9) | (61.2) | |||
Adjusted net income | $ | 82.6 | $ | 69.7 | $ | 243.5 | $ 188.6 |
Diluted EPS, as reported | $ | 1.29 | $ | 1.11 | $ | 3.84 | $ 3.02 |
Adjusted EPS* | $ | 1.34 | $ | 1.14 | $ | 3.96 | $ 3.07 |
Charges associated w ith previously discontinued operations in the three and nine months ended September 30, 2026 primarily relate to estimated costs for a legal dispute associated w ith a business that w as discontinued in 2012. Such charges are included as a component of Selling, engineering, general and administrative expenses on the Condensed Consolidated Statement of Operations. Charges associated w ith previously discontinued operations in the nine months ended September 30, 2026 include $1.0 million that w as recognized during the three months ended March 31, 2026, w hich w as not excluded from the Company's calculation of adjusted net income and adjusted EPS for that reporting period or for the six months ended June 30, 2026. Prior-period adjusted net income and adjusted EPS w ill be recast to reflect this exclusion w hen presented in subsequent non-GAAP reconciliations. There w ere no charges associated w ith previously discontinued operations in the three and nine months ended September 30, 2025.
Purchase accounting effects in the three and nine months ended September 30, 2026 and 2025 relate to adjustments to exclude the step-up in the valuation of inventory acquired in connection w ith acquisitions that w as sold subsequent to the acquisition date and the depreciation of the step-up in the valuation of acquired rental equipment, w here applicable. Such costs are included as a component of Cost of sales on the Condensed Consolidated Statements of Operations.
Adjusted income tax expense for the three and nine months ended September 30, 2026 w as recomputed after excluding the tax impacts of acquisition and integration-related expenses, net, charges associated w ith previously discontinued operations, and purchase accounting effects.
Adjusted income tax expense for the three and nine months ended September 30, 2025 w as recomputed after excluding the tax impacts of acquisition and integration-related expenses, net, and purchase accounting effects. Adjusted income tax expense for the nine months ended September 30, 2025 also excludes a $0.2 million discrete tax benefit recognized in connection w ith the amendment of certain state tax returns to claim a w orthless stock deduction.
Financial Strength and Flexibility *Strong capital structure
$1.1 B revolving credit facility and a $400 M delayed draw term loan, with opportunity to increase further, subject to lenders' approval
Healthy cash flow and access to cash facilitate organic growth investment, M&A and cash returns to stockholders
Cash and cash equivalents of ~$74 M
Net debt of ~$347 M **
In Q4 2025, executed new five-year, $1.5 B credit agreement, represented by a
~$1.04 B of availability under revolving credit facility
~$34 M of debt paid down in Q3 (~$143 M YTD); net debt leverage remains low
Compliant with all covenants with significant headroom
Generated ~$91 M of cash from operations in Q3 2026, up ~$30 M, or ~50%, from Q3 2025
YTD operating cash generation of ~$306 M, up ~$148 M, or 94%, vs. prior year
Completed acquisition of Western Technology in July 2026 for ~$9 M
Paid ~$13 M to finalize post-closing adjustments for New Way acquisition
Completed acquisition of Global Vacuum Systems in October 2026 for initial payment of ~$29 M (Q4 event)
Anticipating cap ex of $45 M - $55 M in 2026
Paid $9.2 M for dividends, reflecting dividend of $0.15 per share; recently declared similar $0.15 per share dividend for Q4 2026
~$5 M of share repurchases in Q3; ~$152 M of authorization remaining under share repurchase programs (~2% of market cap)
* Dollar amounts as of, or for the quarter ending 9/30/2026, unless otherwise noted
** Net debt is a non-GAAP measure and is computed as total debt of $420.3 M, less total cash and cash equivalents of $73.7 M 7
CEO Remarks - Q3 Performance**Strong execution by both groups contributed to a record-setting Q3 across net sales, adjusted EPS*, adjusted EBITDA*, adjusted EBITDA margin*, and orders
Environmental Solutions Group highlights:
YoY net sales growth of 21%; 20% increase in adjusted EBITDA*
Adjusted EBITDA margin* of 22.4%, in upper half of target range (18-24%)
Excluding third-party (Labrie) refuse truck net sales, mid single-digit YoY organic net sales growth
Aftermarket net sales up 21% YoY, with double-digit net sales increases in parts, used equipment sales, and rental income; represented ~26% of ESG sales in Q3
Safety and Security Group highlights:
YoY net sales growth of 2% YoY, 4% increase in adjusted EBITDA*
Adjusted EBITDA margin* of 26.1%, up 50 basis points YoY and in upper half of recently-raised target range (22%-28%)
Generated ~$91 M of cash from operations, up ~50% YoY
Continue to target 100% cash conversion*** on annual basis
* Non-GAAP financial measure. See appendix for additional information on non-GAAP measures, including reconciliation to GAAP measures
** Comparisons versus Q3 of 2025, unless otherwise noted
*** Cash conversion is a non-GAAP measure computed as net cash provided by operating activities divided by net income. See appendix for 8
reconciliation to GAAP measures
CEO Remarks - Market Conditions *($ in millions)
Consolidated
Reported Net Sales
Q3:25
$ 555.0
Q4:25
$ 597.1
Q1:26
$ 625.6
Q2:26
$ 670.2
Q3:26
$ 655.5
Less: Third-Party (Labrie) Refuse Truck Net Sales
$ 18.6
$ 24.4
$ 26.2
$ 13.0
$ 11.7
Pro-Forma Net Sales
$ 536.4
$ 572.7
$ 599.4
$ 657.2
$ 643.8
Consolidated
Q3:25
Q4:25
Q1:26
Q2:26
Q3:26
Reported Orders
$ 466.9
$ 647.0
$ 622.8
$ 636.7
$ 620.1
Less: Impact from M&A, net (Acquired Backlog)
$ -
$ 132.0
$ 19.6
$ -
$ 0.2
Less: Third-Party (Labrie) Refuse Truck Net Orders
$ 4.8
$ 1.6
$ (0.6)
$ 1.9
$ 0.2
Pro-Forma Orders
$ 462.1
$ 513.4
$ 603.8
$ 634.8
$ 619.7
YoY Change in Q3 pro-forma orders ($)
$ 157.7
YoY Change in Q3 pro-forma orders (%)
34%
Given that we stopped taking new orders for third-party (Labrie) refuse trucks in Q4:25, we have provided additional historical sales and order information to facilitate appropriate comparisons
Excluding the impact of third-party (Labrie) refuse truck orders and backlog acquired with the Western Technology acquisition, Q3:26 orders increased ~$158 M, or 34%, YoY
Q3 backlog of ~$967 M provides strong forward visibility for backlog-driven product lines
Q3 backlog includes ~$33 M of third-party (Labrie) refuse orders
Execution on Multi-Year Growth Strategy
Through economic cycles, we target low double-digit annual top-line growth, split roughly equally between inorganic and organic growth
We have implemented annual through-cycle EBITDA margin targets for each of our Groups that we have increased several times over the past years as we execute on our strategic growth objectives
Acquisition of Global Vacuum Systems ("GVS")
On October 28, 2026, we completed the acquisition of GVS, a Texas-based manufacturer of custom liquid vacuum tank trucks, designed to collect and transport regulated or hazardous materials
GVS fills a product gap within our vacuum truck portfolio; targeting synergies by leveraging sales channel and power of the platform
Integration Update: New Way & Mega
Integration of New Way and Mega ahead of schedule; both acquisitions have exceeded our internal margin and profit contribution expectations each quarter in 2026
Power of the Platform
Our centers of excellence initiatives (collectively, the "power of the platform") are gaining traction and enable our teams to accelerate certain enterprise-wide organic growth and margin improvement opportunities, while providing additional M&A integration capacity
Raising Full-Year Adjusted EPS1 Outlook to a new range of
$5.20 to $5.32
Increased from the prior range of $5.12 to $5.30
At the midpoint, new range would represent another year of double-digit growth, and the highest EPS level in our history
Narrowing Full-year Net Sales Outlook to a new range of
$2.61 B to $2.64 B (prior range $2.58 B - $2.67 B)
Primarily due to anticipated delays in deliveries of third-party refuse trucks
Would represent YoY growth of 20% - 21%
Capital expenditures of $45 M to $55 M
Assumptions
Interest expense of ~$24 M - $25 M, without additional M&A
Other expense of ~$3.0 M - $3.5 M
Q4 effective tax rate of ~25%, excluding additional discrete items
~61.7 M weighted average shares outstanding
Acquisition-related amortization expense of ~$26 M - $27 M; outlook includes preliminary estimate of New Way and Mega intangible asset amortization expense
Depreciation expense of ~$72 M - $73 M
Adjusted earnings per share ("EPS") is a non-GAAP measure, which includes certain adjustments to reported GAAP net income and diluted EPS. In the three and nine months ended September 30, 2026 and 2025, the Company made adjustments to exclude the impact of acquisition and integration-related expenses, net, charges associated with previously discontinued operations, purchase accounting effects, and certain special income tax items, where applicable. In prior years, the Company has also made adjustments to exclude the impact of pension-related charges, debt settlement charges, and certain other unusual or non-recurring items. Should any similar items occur in the remainder of 2026, the Company would expect to exclude them from the determination of adjusted EPS. However, because of the underlying uncertainty in quantifying amounts which may not yet be known, a reconciliation of our Adjusted EPS outlook to the most applicable GAAP measure is excluded based on the unreasonable efforts exception in Item 10(e)(1)(i)(B).
Jennifer Sherman, President & Chief Executive Officer Ian Hudson, SVP, Chief Financial Officer
Felix Boeschen, VP, Corporate Strategy & Investor Relations
Investor InformationStock Ticker - NYSE:FSS
Company website: federalsignal.com/investors
HEADQUARTERS
1333 Butterfield Road, Suite 500 Downers Grove, IL 60515
INVESTOR RELATIONS CONTACTS
630-954-2000
Felix Boeschen
VP, Corporate Strategy and Investor Relations fboeschen@federalsignal.com
Federal Signal Q3 2026 Earnings Call Appendix Non-GAAP MeasuresAdjusted net income and earnings per share ("EPS") - The Company believes that modifying its 2026 and 2025 net income and diluted EPS provides additional measures to assist it in comparing its performance on a consistent basis for purposes of business decision making by removing the impact of certain items that management believes are not representative of its underlying performance and to improve the comparability of results across reporting periods. During the three and nine months ended September 30, 2026 and 2025 adjustments were made to reported GAAP net income and diluted EPS to exclude the impact of acquisition and integration-related expenses, net, charges associated with previously discontinued operations, purchase accounting effects, and certain special income tax items, where applicable.
Adjusted EBITDA and adjusted EBITDA margin - The Company uses adjusted EBITDA and the ratio of adjusted EBITDA to net sales ("adjusted EBITDA margin"), at both the consolidated and segment level, as additional measures to assist in comparing its performance on a consistent basis for purposes of business decision making by removing the impact of certain items that management believes are not representative of its underlying performance and to improve the comparability of results across reporting periods. We believe that investors use versions of these metrics in a similar manner. For these reasons, the Company believes that adjusted EBITDA and adjusted EBITDA margin, at both the consolidated and segment level, are meaningful metrics to investors in evaluating the Company's underlying financial performance.
Consolidated adjusted EBITDA is a non-GAAP measure that represents the total of net income, interest expense, net, acquisition and integration-related expenses, net, charges associated with previously discontinued operations, purchase accounting effects, other expense, net, income tax expense, and depreciation and amortization expense, as applicable. Consolidated adjusted EBITDA margin is a non-GAAP measure that represents the total of net income, interest expense, net, acquisition and integration-related expenses, net, charges associated with previously discontinued operations, purchase accounting effects, other expense, net, income tax expense, and depreciation and amortization expense, as applicable, divided by net sales for the applicable period(s). Beginning in the third quarter of 2026, the Company excluded charges associated with previously discontinued operations from consolidated adjusted EBITDA and consolidated adjusted EBITDA margin.
Segment adjusted EBITDA is a non-GAAP measure that represents the total of segment operating income, acquisition and integration-related expenses, net, purchase accounting effects, and depreciation and amortization expense, as applicable. Segment adjusted EBITDA margin is a non-GAAP measure that represents the total of segment operating income, acquisition and integration-related expenses, net, purchase accounting effects, and depreciation and amortization expense, as applicable, divided by segment net sales for the applicable period(s). Segment operating income includes all revenues, costs and expenses directly related to the segment involved. In determining segment operating income, neither corporate nor interest expenses are included. Segment depreciation and amortization expense relates to those assets, both tangible and intangible, that are utilized by the respective segment. Other companies may use different methods to calculate adjusted EBITDA and adjusted EBITDA margin.
$ millions, except % | Q3 2026 | Q3 2025 |
Net income | $ 79.6 | $ 68.1 |
Add: Interest expense, net | 5.3 | 2.8 |
Acquisition and integration-related expenses, net | 1.2 | 1.6 |
Charges associated with previously discontinued operations | 2.1 | - |
Purchase accounting effects (1) | 0.4 | 0.3 |
Other expense, net | 1.0 | 0.7 |
Income tax expense | 25.5 | 22.4 |
Depreciation and amortization | 25.3 | 20.3 |
Consolidated adjusted EBITDA | $ 140.4 | $ 116.2 |
Net Sales | $ 655.5 | $ 555.0 |
Consolidated adjusted EBITDA margin | 21.4% | 20.9% |
(1) Excludes purchase accounting expense effects included within depreciation and amortization of $0.2 million and
$0.2 million for the three months ended September 30, 2026 and 2025, respectively
Segment Adjusted EBITDA | ||
ESG | ||
$ millions, except % | Q3 2026 | Q3 2025 |
Operating Income | $ 101.4 | $ 85.3 |
Add: | ||
Acquisition and integration-related expenses, net | 0.6 | 0.2 |
Purchase accounting effects (1) | 0.4 | 0.3 |
Depreciation and amortization | 24.0 | 19.1 |
Adjusted EBITDA | $ 126.4 | $ 104.9 |
Net Sales | $ 563.8 | $ 465.5 |
Adjusted EBITDA margin | 22.4% | 22.5% |
(1) Excludes purchase accounting expense effects included within depreciation and amortization of $0.2 million and
$0.2 million for the three months ended September 30, 2026 and 2025, respectively
SSG | ||
$ millions, except % | Q3 2026 | Q3 2025 |
Operating Income | $ 22.8 | $ 21.9 |
Add: Depreciation and amortization | 1.1 | 1.0 |
Adjusted EBITDA | $ 23.9 | $ 22.9 |
Net Sales | $ 91.7 | $ 89.5 |
Adjusted EBITDA margin | 26.1% | 25.6% |
Moves. Cleans.
Protects.
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