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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):  February 25, 2026
Commission file number 0-21513
DXP Enterprises, Inc.
(Exact name of registrant as specified in its charter)
Texas 76-0509661
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

5301 Hollister, Houston, Texas 77040 (713) 996-4700
(Address of principal executive offices) (Registrant’s telephone number, including area code)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Trading Symbol Name of Exchange on which Registered
Common Stock par value $0.01 DXPE NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ⃞
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following information is furnished pursuant to Regulation FD.
On February 25, 2026, DXP Enterprises, Inc., issued a press release announcing financial results for the fourth quarter ended December 31, 2025. A copy of the release is furnished herewith as Exhibit 99.1, and incorporated herein by reference. Such exhibit (i) is furnished pursuant to Item 2.02 of Form 8-K, (ii) is not to be considered "filed" under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (iii) shall not be incorporated by reference into any previous or future filings made by or to be made by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.





ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1     Press Release dated February 25, 2026 announcing the earnings results for the fourth quarter ended December 31, 2025.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DXP ENTERPRISES, INC.
(Registrant)
 
By: /s/ Kent Yee
Kent Yee
Senior Vice President/Finance and Chief Financial Officer
By: /s/ David Molero Santos
David Molero Santos
Vice President/Finance and Chief Accounting Officer
 
Dated: February 26, 2026




INDEX TO EXHIBITS
Introductory Note: The following exhibit is furnished pursuant to Item 2.02 of Form 8-K and is not to be considered “filed” under the Exchange Act and shall not be incorporated by reference into any of the Company’s previous or future filings under the Securities Act or the Exchange Act.
Exhibit No. Description
99.1


EX-99.1 2 earningsrelease12312025.htm EX-99.1 Document
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DXP ENTERPRISES, INC. REPORTS FOURTH QUARTER AND FISCAL 2025 RESULTS

•Fiscal 2025 sales of $2.0 billion, up 11.9 percent from fiscal 2024
•Full year GAAP diluted EPS of $5.37
•$225.3 million in adjusted earnings before interest, taxes, depreciation, amortization and other non-cash charges ("Adjusted EBITDA")
•Net income of $88.7 million versus $70.5 million in fiscal 2024
•Refinanced Senior Secured Term Loan B raising an incremental $205 million and reduced borrowing costs by 50 basis points
•Repurchased 0.2 million shares for $17.0 million in fiscal 2025
•$303.8 million in cash and restricted cash
•Completed six acquisitions during the fiscal year

Houston, TX – February 25, 2026 – DXP Enterprises, Inc. (NASDAQ: DXPE) today announced financial results for the fourth quarter and fiscal year ended December 31, 2025. The following are results for the three and twelve months ended December 31, 2025, compared to the three and twelve months ended December 31, 2024. A reconciliation of the non-GAAP financial measures can be found in the back of this press release.

Fourth Quarter 2025 financial highlights:

•Sales increased 12.0 percent to $527.4 million, compared to $470.9 million for the fourth quarter of 2024.
•Net income increased 6.9 percent to $22.8 million, compared to $21.4 million for the fourth quarter of 2024.
•Diluted earnings per share for the fourth quarter of 2025 was $1.39 based upon 16.4 million diluted shares, compared to $1.29 per share in the fourth quarter of 2024 based on 16.5 million diluted shares. Adjusted diluted earnings per shares was $1.39 per share compared to $1.38 per share for the fourth quarter of 2024.
•Adjusted earnings before interest, taxes, depreciation and amortization and other non-cash charges ("Adjusted EBITDA") for the fourth quarter of 2025 was $59.0 million, compared to $50.3 million for the fourth quarter of 2024. Adjusted EBITDA as a percentage of sales was 11.2 percent and 10.7 percent, respectively.
•Free cash flow (cash flow from operating activities less capital expenditures) for the fourth quarter was $34.5 million or 59.9 percent of EBITDA.

Fiscal Year 2025 financial highlights:

•Sales increased 11.9 percent to $2.0 billion compared to $1.8 billion for fiscal 2024.
•     Net income increased 25.8 percent to $88.7 million, compared to $70.5 million for fiscal 2024.
•    Diluted earnings per share for 2025 was $5.37 based upon 16.5 million diluted shares, compared to $4.22 per share in 2024, based on 16.7 million basic shares. Adjusted diluted earnings per share was $5.42 per share compared to $4.51 per share in 2024.
•    Adjusted EBITDA for 2025 increased to $225.3 million or 17.8 percent, compared to $191.3 million for 2024. Adjusted EBITDA as a percentage of sales was 11.2 percent and 10.6 percent, respectively.
•     Free cash flow for fiscal 2025 was $54.0 million or 24.7 percent of EBITDA.







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Business segment financial highlights:
•Service Centers’ revenue for the fiscal year was $1.4 billion, an increase of 11.0 percent year-over-year with a 14.4 percent operating income margin.
•Innovative Pumping Solutions’ revenue for the fiscal year was $390.3 million, an increase of 26.4 percent year over year with an 18.0 percent operating income margin.
•Supply Chain Services’ revenue for the fiscal year was $252.9 million, a decrease of 1.4 percent year-over-year with a 8.7 percent operating margin.

David R. Little, Chairman and Chief Executive Officer, remarked, “DXP accomplished a lot in 2025, and we would like to thank all our 'DXPeople' for their efforts this year. We were focused on improving and managing our growth, culture, expenses, working capital, and ease of doing business, with our business segments and product divisions. DXPeople drove fourth quarter results well above expectations, with strong performance across DXP. Broad based business strength across the business helped us deliver 11.9 percent revenue growth on a year-over-year basis. This growth has fueled a healthy momentum coming into 2026. DXP’s Innovative Pumping Solutions sales were up 26.4 percent to $390.3 million, followed by Service Centers sales growing 11.0 percent to $1.4 billion and Supply Chain Services sales declining 1.4 percent to $252.9 million. Congratulations to all our DXPeople for their hard work and efforts to serve our customers."

Mr. Little continued, "The sales momentum from the fourth quarter has positioned us for further success as we move into 2026. Additionally, we strengthened our balance sheet in the fourth quarter, raising an incremental $205 million under our Term Loan B. The strength of the balance sheet, the balanced end markets that we have delivered upon, and our ability to continue to execute on acquisitions have set the stage for 2026. We have a positive outlook for end markets like water & wastewater and see positive dynamics developing in the 2nd half of 2026 for our traditional end markets like energy. We are confident our growth strategy, coupled with a continued focus on improving margins and maintaining operational discipline will drive shareholder value."

Kent Yee, Chief Financial Officer commented, "Fiscal 2025 financial performance reflects the execution of our end market diversification efforts, our plans to grow both organically and through acquisitions, and continuous improvement in our operations and efficiency. Total sales and adjusted EBITDA grew 11.9 percent and 17.8 percent, respectively. We delivered strong sales growth, operating margin expansion, and thus, operating leverage of 1.5x. Our fiscal 2025 diluted earnings per share was $5.37. We are pleased with the fourth quarter, and year-end results. We positioned our balance sheet in the fourth quarter to support our growth plans in 2026. DXP ended the year with $303.8 million in cash on the balance sheet and net debt of $543.0 million. DXP’s secured leverage ratio or net debt to EBITDA was 2.3:1.0 with a covenant EBITDA of $241.4 million for fiscal 2025, which continues to remain significantly below our covenant of 5.75:1.0. We continue to have momentum going into fiscal 2026 and we expect to drive both organic and acquisition driven growth while driving shareholder and stakeholder value."

Conference Call Information

DXP Enterprises, Inc. management will host a conference call, February 26, 2026, at 10:30 a.m. Central Time, to discuss the Company’s financial results. The conference call may be accessed by going to https://ir.dxpe.com.

Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company's website at https://ir.dxpe.com. The online replay will be available on the same website immediately following the call. A slide presentation highlighting the Company’s results and key performance indicators will also be available on the Investor Relations section of the Company’s website.

To learn more about DXP Enterprises, Inc., please visit the Company's website at https://www.dxpe.com

Non-GAAP Financial Measures

DXP supplements reporting of net income with non-GAAP measurements, including EBITDA, adjusted EBITDA, free cash flow, Adjusted Net Income attributable to DXP Enterprises, Inc., and net debt. This supplemental information should not be considered in isolation or as a substitute for the unaudited GAAP measurements. Additional information regarding EBITDA, free cash flow and Adjusted Net Income attributable to DXP Enterprises, Inc.

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referred to in this press release are included below under "Unaudited Reconciliation of Non-GAAP Financial Information." The Company believes EBITDA provides additional information about: (i) operating performance, because it assists in comparing the operating performance of the business, as it removes the impact of non-cash depreciation and amortization expense as well as items not directly resulting from core operations such as interest expense and income taxes and (ii) the performance and the effectiveness of operational strategies. Additionally, EBITDA performance is a component of a measure of the Company’s financial covenants under its credit facility. Furthermore, some investors use EBITDA as a supplemental measure to evaluate the overall operating performance of companies in the industry. Management believes that some investors’ understanding of performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing ongoing results of operations. By providing this non-GAAP financial measure, together with a reconciliation from net income, the Company believes it is enhancing investors’ understanding of the business and results of operations, as well as assisting investors in evaluating how well the Company is executing strategic initiatives.


About DXP Enterprises, Inc.

DXP Enterprises, Inc. is a leading products and service distributor that adds value and total cost savings solutions to industrial customers throughout the United States, Canada, Mexico and the U.A.E. DXP provides innovative pumping solutions, supply chain services and maintenance, repair, operating and production ("MROP") services that emphasize and utilize DXP’s vast product knowledge and technical expertise in rotating equipment, bearings, power transmission, metal working, industrial supplies and safety products and services. DXP's breadth of MROP products and service solutions allows DXP to be flexible and customer-driven, creating competitive advantages for our customers. DXP’s business segments include Service Centers, Innovative Pumping Solutions and Supply Chain Services. For more information, go to www.dxpe.com.

The Private Securities Litigation Reform Act of 1995 provides a “safe-harbor” for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made by or to be made by the Company) contains statements that are forward-looking. These forward-looking statements include without limitation those about the Company’s expectations regarding the impact of the COVID-19 pandemic and the impact of low commodity prices of oil and gas; the Company’s business, the Company’s future profitability, cash flow, liquidity, and growth. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future; and accordingly, such results may differ from those expressed in any forward-looking statement made by or on behalf of the Company. These risks and uncertainties include, but are not limited to; decreases in oil and natural gas prices; decreases in oil and natural gas industry expenditure levels, which may result from decreased oil and natural gas prices or other factors; ability to obtain needed capital, dependence on existing management, leverage and debt service, domestic or global economic conditions, economic risks related to the impact of COVID-19, ability to manage changes and the continued health or availability of management personnel and changes in customer preferences and attitudes. In some cases, you can identify forward-looking statements by terminology such as, but not limited to, “may,” “will,” “should,” “intend,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “goal,” or “continue” or the negative of such terms or other comparable terminology. For more information, review the Company’s filings with the Securities and Exchange Commission. More information on these risks and other potential factors that could affect the Company’s business and financial results is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
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DXP ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
($ thousands, except per share amounts)
Three Months Ended December 31, Twelve Months Ended December 31,
2025 2024 2025 2024
Sales $ 527,390  $ 470,914  $ 2,016,365  $ 1,802,040 
Cost of sales 360,799  322,422  1,380,437  1,245,763 
Gross profit 166,591  148,492  635,928  556,277 
Selling, general and administrative expenses 119,920  109,201  459,058  410,895 
Income from operations 46,671  39,291  176,870  145,382 
Interest expense 16,232  17,283  60,530  63,927 
Other income, net
(562) (673) (2,882) (3,517)
Income before income taxes 31,001  22,681  119,222  84,972 
Provision for income taxes 8,156  1,318  30,545  14,483 
Net income 22,845  21,363  88,677  70,489 
Preferred stock dividend 22  22  90  90 
Net income attributable to common shareholders $ 22,823  $ 21,341  $ 88,587  $ 70,399 
Net income $ 22,845  $ 21,363  $ 88,677  $ 70,489 
Foreign currency translation adjustments 1,063  (2,229) 3,003  (2,370)
Comprehensive income $ 23,908  $ 19,134  $ 91,680  $ 68,119 
Earnings per share:
    Basic $ 1.46  $ 1.36  $ 5.65  $ 4.44 
    Diluted $ 1.39  $ 1.29  $ 5.37  $ 4.22 
Weighted average common shares outstanding:
    Basic 15,595  15,695  15,667  15,861 
    Diluted 16,435  16,535  16,507  16,701 












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DXP ENTERPRISES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
($ thousands, except share amounts)
  December 31, 2025 December 31, 2024
ASSETS    
Current assets:    
Cash $ 303,783  $ 148,320 
Restricted cash —  91 
Accounts receivable, net of allowance of $3,995 and $5,172, respectively 397,502  339,365 
Inventories 108,144  103,113 
Costs and estimated profits in excess of billings 53,855  50,735 
Prepaid expenses and other current assets 47,033  20,250 
Total current assets 910,317  661,874 
Property and equipment, net 114,822  81,556 
Goodwill 494,561  452,343 
Other intangible assets, net 81,351  85,679 
Operating lease right of use assets, net 74,709  46,569 
Other long-term assets 9,395  21,473 
Total assets $ 1,685,155  $ 1,349,494 
LIABILITIES AND EQUITY  
Current liabilities:  
Current maturities of debt $ 8,580  $ 6,595 
Trade accounts payable 116,765  103,728 
Accrued wages and benefits 51,180  41,650 
Customer advances 15,460  13,655 
Billings in excess of costs and estimated profits 15,689  12,662 
Short-term operating lease liabilities 19,038  14,921 
Other current liabilities 45,769  50,773 
Total current liabilities 272,481  243,984 
Long-term debt, net of unamortized debt issuance costs and discounts 818,476  621,684 
Long-term operating lease liabilities 57,509  33,159 
Other long-term liabilities 38,250  27,879 
Total long-term liabilities 914,235  682,722 
Total liabilities 1,186,716  926,706 
Shareholders' Equity:  
Series A preferred stock, $1.00 par value; 1,000,000 shares authorized
Series B preferred stock, $1.00 par value; 1,000,000 shares authorized 15  15 
Common stock, $0.01 par value, 100,000,000 shares authorized; 20,403,647 issued and 15,513,590 outstanding at December 31, 2025 and 20,402,861 issued and 15,695,088 outstanding at December 31, 2024 204  204 
Additional paid-in capital 220,681  219,511 
Retained earnings 478,257  389,670 
Accumulated other comprehensive loss (30,607) (33,610)
Treasury stock, at cost 4,890,057 and 4,707,773 shares, respectively (170,112) (153,003)
Total DXP Enterprises, Inc. equity 498,439  422,788 
Total liabilities and equity $ 1,685,155  $ 1,349,494 

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SEGMENT DATA
($ thousands, unaudited)
Three Months Ended December 31, Twelve Months Ended December 31,
Sales 2025
2024(1)
2025
2024(1)
Service Centers $ 356,155  $ 314,673  $ 1,373,140  $ 1,236,775 
Innovative Pumping Solutions 110,018  93,752  390,291  308,850 
Supply Chain Services 61,217  62,489  252,934  256,415 
Total DXP Sales $ 527,390  $ 470,914  $ 2,016,365  $ 1,802,040 
Three Months Ended December 31, Twelve Months Ended December 31,
Operating Income 2025
2024(1)
2025
2024(1)
Service Centers $ 49,605  $ 45,686  $ 198,166  $ 179,522 
Innovative Pumping Solutions 19,775  14,529  70,223  51,063 
Supply Chain Services 5,823  5,088  21,919  21,742 
Total segment operating income $ 75,203  $ 65,303  $ 290,308  $ 252,327 
(1) Prior period segment disclosures have been recast


RECONCILIATION OF OPERATING INCOME FOR REPORTABLE SEGMENTS
($ thousands, unaudited)

Three Months Ended December 31, Twelve Months Ended December 31,
2025 2024 2025 2024
Income from operations for reportable segments
$ 75,203  $ 65,303  $ 290,308  $ 252,327 
Adjustment for:
Amortization of intangibles(1)
5,617  5,494  21,670  19,827 
Corporate expenses, net
22,915  20,518  91,768  87,118 
Income from operations
$ 46,671  $ 39,291  $ 176,870  $ 145,382 
Interest expense 16,232  17,283  60,530  63,927 
Other (income) expense, net (562) (673) (2,882) (3,517)
Income before income taxes $ 31,001  $ 22,681  $ 119,222  $ 84,972 
(1) Amortization of intangible assets is recorded at the corporate level.


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RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
($ thousands, unaudited)

The following table is a reconciliation of EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin to the most comparable U.S. GAAP financial measure (in thousands):
Three Months Ended December 31, Twelve Months Ended December 31,
2025 2024 2025 2024
Income before income taxes
$ 31,001  $ 22,681  $ 119,222  $ 84,972 
Plus: Interest expense
16,232  17,283  60,530  63,927 
Plus: Depreciation and amortization
10,306  9,020  38,850  33,405 
EBITDA $ 57,539  $ 48,984  $ 218,602  $ 182,304 
Plus: stock compensation expense 1,430  1,316  5,708  4,714 
Plus: other non-recurring items(1)
—  —  992  4,292 
Adjusted EBITDA $ 58,969  $ 50,300  $ 225,302  $ 191,310 
Operating Income Margin
8.8  % 8.3  % 8.8  % 8.1  %
EBITDA Margin
10.9  % 10.4  % 10.8  % 10.1  %
Adjusted EBITDA Margin
11.2  % 10.7  % 11.2  % 10.6  %
(1) Other non-recurring items includes unique acquisition integration costs and other non-cash, non-recurring costs not related to continuing business operations.

The following table sets forth the reconciliation of Acquisition Sales, Organic Sales and Organic Sales per Business Day to the most comparable U.S. GAAP financial measure (in thousands):

Three Months Ended December 31, Twelve Months Ended December 31,
2025
2024(1)
2025
2024(1)
Sales by Business Segment
Service Centers $ 356,155  $ 314,673  $ 1,373,140  $ 1,236,775 
Innovative Pumping Solutions 110,018  93,752  390,291  308,850 
Supply Chain Services 61,217  62,489  252,934  256,415 
Total DXP Sales $ 527,390  $ 470,914  $ 2,016,365  $ 1,802,040 
Acquisition Sales $ 21,923  $ 34,787  $ 96,043  $ 98,500 
Organic Sales $ 505,467  $ 436,127  $ 1,920,322  $ 1,703,540 
Business Days 62 62 252 253
Sales per Business Day $ 8,506  $ 7,595  $ 8,001  $ 7,123 
Organic Sales per Business Day $ 8,153  $ 7,034  $ 7,620  $ 6,733 
(1) Prior period segment disclosures have been recast.

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RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION CONTINUED
($ thousands, unaudited)

The following table sets forth a reconciliation of Free Cash Flow to the most comparable U.S. GAAP financial measure (in thousands):

Three Months Ended December 31, Twelve Months Ended December 31,
2025 2024 2025 2024
Net cash from operating activities $ 37,759  $ 32,143  $ 94,264  $ 102,211 
Less: purchases of property and equipment, net (3,286) (9,395) (40,286) (25,068)
Free Cash Flow $ 34,473  $ 22,748  $ 53,978  $ 77,143 
The following table is a reconciliation of adjusted net income attributable to DXP Enterprises, Inc., a non-GAAP financial measure, to net income, calculated and reported in accordance with U.S. GAAP (in thousands):

Three Months Ended December 31, Twelve Months Ended December 31,
2025 2024 2025 2024
Net Income
$ 22,845  $ 21,363  $ 88,677  $ 70,489 
One-time debt financing costs 1,623  —  1,623 
Other non-cash items
—  —  992  4,292 
Adjustment for taxes
(2) (101) (254) (1,008)
Adjusted Net Income
$ 22,843  $ 22,885  $ 89,415  $ 75,396 
Weighted average common shares and common equivalent shares outstanding
Diluted 16,435  16,535  16,507  16,701 
Diluted Earnings per Share $ 1.39  $ 1.29  $ 5.37  $ 4.22 
Adjusted Diluted Earnings per Share $ 1.39  $ 1.38  $ 5.42  $ 4.51 

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