FULLTEXT DEL 1 AV 2
10-Q – 2026-07-29 – lfus-20260627.htm
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Table of Contents
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 0-20388
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3795742
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
6133 North River Road
Suite 500
Rosemont Illinois 60018
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: 773 - 628-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of exchange on which registered
Common Stock, $0.01 par value LFUS NASDAQ Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company ☐ 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. Yes [ ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No [X ]
As of July 24, 2026 , the registrant had outstanding 25,398,747 shares of Common Stock, net of Treasury Shares.
Table of Contents
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 27, 2026 (unaudited) and December 27, 2025 3
Condensed Consolidated Statements of Operations for the three and six months ended June 27, 2026 (unaudited) and June 28, 2025 (unaudited) 4
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 27, 2026 (unaudited) and June 28, 2025 (unaudited) 5
Condensed Consolidated Statements of Cash Flows for the six months ended June 27, 2026 (unaudited) and June 28, 2025 (unaudited) 6
Condensed Consolidated Statements of Stockholders' Equity for the six months ended June 27, 2026 (unaudited) and June 28, 2025 (unaudited) 7
Notes to Condensed Consolidated Financial Statements (unaudited)
9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
Item 3. Quantitative and Qualitative Disclosures About Market Risk
46
Item 4. Controls and Procedures
46
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
47
Item 1A. Risk Factors
47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
47
Item 3. Defaults Upon Senior Securities
47
Item 4. Mine Safety Disclosures
47
Item 5. Other Information
47
Item 6. Exhibits
48
Signatures
49
2
Table of Contents
ITEM 1. FINANCIAL STATEMENTS
LITTELFUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share data) June 27,
2026 December 27,
2025
ASSETS
Current assets:
Cash and cash equivalents (Note 1) $ 628,224 $ 563,391
Short-term investments 367 287
Trade receivables, less allowances of $ 86,865 and $ 77,073 at June 27, 2026 and December 27, 2025, respectively
423,590 363,215
Inventories (Note 3) 433,755 416,472
Prepaid income taxes and income taxes receivable 4,044 6,137
Prepaid expenses and other current assets 93,629 85,832
Total current assets 1,583,609 1,435,334
Net property, plant, and equipment (Note 4) 513,160 540,640
Intangible assets, net of amortization (Note 5) 553,511 594,907
Goodwill (Note 5) 1,203,861 1,211,411
Investments 11,923 20,010
Deferred income taxes 4,977 5,255
Right of use lease assets 81,729 86,263
Other long-term assets 59,709 62,976
Total assets $ 4,012,479 $ 3,956,796
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 248,972 $ 211,079
Accrued liabilities (Note 6) 191,873 199,271
Accrued income taxes 32,667 26,186
Current portion of long-term debt (Note 8) 100,000 96,233
Total current liabilities 573,512 532,769
Long-term debt, less current portion (Note 8) 529,660 706,394
Deferred income taxes 110,081 102,335
Accrued post-retirement benefits 40,062 38,733
Non-current lease liabilities 68,146 71,765
Other long-term liabilities 72,658 78,766
Total liabilities $ 1,394,119 $ 1,530,762
Commitments and contingencies (Note 15)
Shareholders’ equity:
Common stock, par value $ 0.01 per share: 34,000,000 shares authorized; shares issued, June 27, 2026– 27,511,066 ; December 27, 2025– 27,014,490
268 264
Additional paid-in capital 1,199,321 1,098,150
Treasury stock, at cost: 2,114,499 and 2,088,409 shares, respectively
( 349,345 ) ( 338,696 )
Accumulated other comprehensive loss ( 30,263 ) ( 5,383 )
Retained earnings 1,798,379 1,671,699
Total equity 2,618,360 2,426,034
Total liabilities and equity $ 4,012,479 $ 3,956,796
See accompanying Notes to Condensed Consolidated Financial Statements.
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LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
(in thousands, except per share data) June 27,
2026 June 28,
2025 June 27,
2026 June 28,
2025
Net sales $ 738,781 $ 613,413 $ 1,395,750 $ 1,167,720
Cost of sales 432,717 381,359 835,537 728,410
Gross profit 306,064 232,054 560,213 439,310
Selling, general, and administrative expenses 120,578 95,517 219,903 183,225
Research and development expenses 31,037 26,401 60,774 52,449
Amortization of intangibles 14,704 14,852 31,204 29,183
Restructuring, impairment, and other charges 20,021 2,506 27,443 11,525
Total operating expenses 186,340 139,276 339,324 276,382
Operating income 119,724 92,778 220,889 162,928
Interest expense 5,739 8,568 12,716 17,443
Foreign exchange (gain) loss ( 160 ) 10,448 ( 2,573 ) 15,291
Other income, net ( 2,919 ) ( 4,452 ) ( 3,049 ) ( 7,967 )
Income before income taxes 117,064 78,214 213,795 138,161
Income taxes 27,659 20,872 49,243 37,248
Net income $ 89,405 $ 57,342 $ 164,552 $ 100,913
Earnings per share:
Basic $ 3.53 $ 2.32 $ 6.53 $ 4.08
Diluted $ 3.49 $ 2.30 $ 6.44 $ 4.05
Weighted-average shares and equivalent shares outstanding:
Basic 25,305 24,755 25,190 24,760
Diluted 25,620 24,905 25,534 24,938
See accompanying Notes to Condensed Consolidated Financial Statements.
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LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended Six Months Ended
(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28,
2025
Net income $ 89,405 $ 57,342 $ 164,552 $ 100,913
Other comprehensive income (loss):
Pension and postemployment adjustments, net of tax 476 184 992 403
Cash flow hedges, net of tax 616 5,830 ( 2,628 ) 6,418
Foreign currency translation adjustments, net of tax ( 6,798 ) 91,899 ( 23,244 ) 128,689
Comprehensive income $ 83,699 $ 155,255 $ 139,672 $ 236,423
See accompanying Notes to Condensed Consolidated Financial Statements.
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LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
(in thousands) June 27, 2026 June 28, 2025
OPERATING ACTIVITIES
Net income $ 164,552 $ 100,913
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 38,819 37,805
Amortization of intangibles 31,204 29,183
Deferred revenue ( 4,308 ) 2,844
Impairment charges 13,146 136
Stock-based compensation 14,953 13,447
Loss on investments and other assets 116 2,027
Deferred income taxes 10,026 ( 807 )
Other 1,797 2,123
Changes in operating assets and liabilities:
Trade receivables ( 65,720 ) ( 52,635 )
Inventories ( 21,254 ) 23,316
Accounts payable 39,159 ( 7,001 )
Accrued liabilities and income taxes 2,147 ( 14,425 )
Prepaid expenses and other assets 1,837 11,299
Net cash provided by operating activities 226,474 148,225
INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired ( 2,818 ) ( 57,417 )
Purchases of property, plant, and equipment ( 33,021 ) ( 32,999 )
Net proceeds from sale of property, plant and equipment, and other 9,115 712
Net cash used in investing activities ( 26,724 ) ( 89,704 )
FINANCING ACTIVITIES
Payments of senior notes payable — ( 50,000 )
Repayments of other debts ( 1,225 ) ( 1,365 )
Payments of term loan ( 66,250 ) ( 7,500 )
Payments of revolving credit facility ( 100,000 ) —
Net proceeds related to stock-based award activities 75,573 552
Repurchases of common stock, with excise tax — ( 27,553 )
Debt issuance costs ( 2,169 ) —
Cash dividends paid ( 37,872 ) ( 34,677 )
Net cash used in financing activities ( 131,943 ) ( 120,543 )
Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 3,035 ) 22,468
Increase (decrease) in cash, cash equivalents, and restricted cash 64,772 ( 39,554 )
Cash, cash equivalents, and restricted cash at beginning of period 565,104 726,437
Cash, cash equivalents, and restricted cash at end of period $ 629,876 $ 686,883
Supplementary Cash Flow Information
Reconciliation of cash and cash equivalents:
Cash and cash equivalents $ 628,224 $ 685,184
Restricted cash included in other long-term assets 1,652 1,699
Cash paid during the period for interest 13,091 17,834
Capital expenditures, not yet paid 7,732 5,514
See accompanying Notes to Condensed Consolidated Financial Statements.
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LITTELFUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data) Common Stock Addl. Paid in Capital Treasury Stock Accum. Other Comp. Loss Retained Earnings Total
Balance at December 27, 2025 $ 264 $ 1,098,150 $ ( 338,696 ) $ ( 5,383 ) $ 1,671,699 $ 2,426,034
Net income — — — — 75,147 75,147
Other comprehensive loss, net of tax — — — ( 19,174 ) — ( 19,174 )
Stock-based compensation — 5,671 — — — 5,671
Withheld shares on restricted share units for withholding taxes — — ( 62 ) — — ( 62 )
Stock options exercised 2 45,282 — — — 45,284
Cash dividends paid ($ 0.75 per share)
— — — — ( 18,836 ) ( 18,836 )
Balance at March 28, 2026 $ 266 $ 1,149,103 $ ( 338,758 ) $ ( 24,557 ) $ 1,728,010 $ 2,514,064
Net income — — — — 89,405 89,405
Other comprehensive loss, net of tax — — — ( 5,706 ) — ( 5,706 )
Stock-based compensation — 9,282 — — — 9,282
Withheld shares on restricted share units for withholding taxes — — ( 10,587 ) — — ( 10,587 )
Stock options exercised 2 40,936 — — — 40,938
Cash dividends paid ($ 0.75 per share)
— — — — ( 19,036 ) ( 19,036 )
Balance at June 27, 2026 $ 268 $ 1,199,321 $ ( 349,345 ) $ ( 30,263 ) $ 1,798,379 $ 2,618,360
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Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data) Common Stock Addl. Paid in Capital Treasury Stock Accum. Other Comp. (Loss) Income Retained Earnings Non-controlling Interest Total
Balance at December 28, 2024 $ 262 $ 1,049,079 $ ( 305,351 ) $ ( 146,361 ) $ 1,815,628 $ 355 $ 2,413,612
Net income — — — — 43,571 — 43,571
Other comprehensive income, net of tax — — — 37,597 — — 37,597
Stock-based compensation — 4,855 — — — — 4,855
Non-controlling interest — — — — ( 70 ) 70 —
Withheld shares on restricted share units for withholding taxes — — ( 62 ) — — — ( 62 )
Stock options exercised — 2,143 — — — — 2,143
Repurchases of common stock, with excise tax — — ( 27,626 ) — — — ( 27,626 )
Cash dividends paid ($ 0.70 per share)
— — — — ( 17,335 ) — ( 17,335 )
Balance at March 29, 2025 $ 262 $ 1,056,077 $ ( 333,039 ) $ ( 108,764 ) $ 1,841,794 $ 425 $ 2,456,755
Net income — — — — 57,342 — 57,342
Other comprehensive income, net of tax — — — 97,913 — — 97,913
Stock-based compensation — 8,592 — — — — 8,592
Non-controlling interest — ( 3,023 ) — — ( 57 ) 190 ( 2,890 )
Withheld shares on restricted share units for withholding taxes — — ( 4,011 ) — — — ( 4,011 )
Stock options exercised 1 2,482 — — — — 2,483
Repurchases of common stock, with excise tax — — 123 — — — 123
Cash dividends paid ($ 0.70 per share)
— — — — ( 17,342 ) — ( 17,342 )
Balance at June 28, 2025 $ 263 $ 1,064,128 $ ( 336,927 ) $ ( 10,851 ) $ 1,881,737 $ 615 $ 2,598,965
See accompanying Notes to Condensed Consolidated Financial Statements.
8
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Notes to Condensed Consolidated Financial Statements
1. Summary of Significant Accounting Policies and Other Information
Nature of Operations
Founded in 1927, Littelfuse, Inc. ("Littelfuse" or the "Company") is a diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 20 countries, and with approximate l y 18,000 g lob al associates, the Company partners with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, the Company’s products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day.
Basis of Presentation
The Company’s accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the consolidated balance sheets, statements of operations and comprehensive income, statements of cash flows, and statements of stockholders' equity prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. They have been prepared in accordance with accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025, which should be read in conjunction with the disclosures therein. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Operating results for interim periods are not necessarily indicative of annual operating results.
Revenue Recognition
Revenue Disaggregation
The following tables disaggregate the Company’s revenue by primary business units for the three and six months ended June 27, 2026 and June 28, 2025:
Three Months Ended June 27, 2026 Six Months Ended June 27, 2026
(in thousands) Electronics
Segment Transportation
Segment Industrial
Segment
Total Electronics
Segment Transportation
Segment Industrial
Segment
Total
Electronics – Passive Products and Sensors $ 213,379 $ — $ — $ 213,379 $ 400,502 $ — $ — $ 400,502
Electronics – Semiconductor 193,041 — — 193,041 368,693 — — 368,693
Commercial Vehicle Products — 90,617 — 90,617 — 169,498 — 169,498
Passenger Car Products — 76,500 — 76,500 — 152,740 — 152,740
Automotive Sensors — 15,294 — 15,294 — 30,554 — 30,554
Industrial Products — — 149,950 149,950 $ — — 273,763 273,763
Total $ 406,420 $ 182,411 $ 149,950 $ 738,781 $ 769,195 $ 352,792 $ 273,763 $ 1,395,750
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Table of Contents
Three Months Ended June 28, 2025 Six Months Ended June 28, 2025
(in thousands) Electronics
Segment Transportation
Segment Industrial
Segment
Total
Electronics
Segment Transportation
Segment Industrial
Segment
Total
Electronics – Passive Products and Sensors $ 168,699 $ — $ — $ 168,699 $ 317,659 $ — $ — $ 317,659
Electronics – Semiconductor 166,967 — — 166,967 325,256 — — 325,256
Commercial Vehicle Products — 86,260 — 86,260 — 164,029 — 164,029
Passenger Car Products — 76,151 — 76,151 — 145,186 — 145,186
Automotive Sensors — 16,989 — 16,989 — 32,047 — 32,047
Industrial Products — — 98,347 98,347 — — 183,543 183,543
Total $ 335,666 $ 179,400 $ 98,347 $ 613,413 $ 642,915 $ 341,262 $ 183,543 $ 1,167,720
See Note 14, Segment Information, for net sales by segment and country.
Revenue Recognition
The Company recognizes revenue on product sales in the period in which the Company satisfies its performance obligation and control of the product is transferred to the customer. The Company’s sales arrangements with customers are predominately short term in nature and generally provide for transfer of control at the time of shipment as this is the point at which title and risk of loss of the product transfers to the customer. At the end of each period, for those shipments where title to the products and the risk of loss and rewards of ownership do not transfer until the product has been received by the customer, the Company adjusts revenues and cost of sales for the delay between the time that the products are shipped and when they are received by the customer. The amount of revenue recorded reflects the consideration to which the Company expects to be entitled in exchange for goods and may include adjustments for customer allowances, rebates and price adjustments. The Company’s distribution channels are primarily through direct sales and independent third-party distributors.
The Company has elected the practical expedient under Accounting Standards Codification ("ASC") 340-40-25-4 to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.
Revenue and Billing
The Company generally accepts orders from customers through receipt of purchase orders or electronic data interchange based on written sales agreements and purchasing contracts. Contract pricing and selling agreement terms are based on market factors, costs, and competition. Pricing is often negotiated as an adjustment (premium or discount) from the Company’s published price lists. The customer is invoiced when the Company’s products are shipped to them in accordance with the terms of the sales agreement. As the Company’s standard payment terms are less than one year, the Company elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company also elected the practical expedient provided in ASC 606-10-25-18B to treat all product shipping and handling activities as fulfillment activities, and therefore recognize the gross revenue associated with the contract, inclusive of any shipping and handling revenue.
Ship and Debit Program
Some of the terms of the Company's sales agreements and normal business conditions provide customers (distributors) the ability to receive price adjustments on products previously shipped and invoiced. This practice is common in the industry and is referred to as a "ship and debit" program. This program allows the distributors to debit the Company for the difference between the distributors' contracted price and a lower price for specific transactions. Under certain circumstances (usually in a competitive situation or large volume opportunity), a distributor will request authorization for pricing allowances to reduce its price. When the Company approves such a reduction, the distributor is authorized to "debit" its account for the difference between the contracted price and the lower approved price. The Company establishes reserves for this program based on historical activity, distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue.
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Return to Stock
The Company has a return to stock policy whereby certain customers, with prior authorization from the Company's management, can return previously purchased goods for full or partial credit. The Company establishes an estimated allowance for these returns based on historical activity. Sales revenue and cost of sales are reduced to anticipate estimated returns.
Volume Rebates
The Company offers volume-based sales incentives to certain customers to encourage greater product sales. If customers achieve their specific quarterly or annual sales targets, they are entitled to rebates. The Company estimates the projected amount of rebates that will be achieved by the customer and recognizes this estimated cost as a reduction to revenue as products are sold.
Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash at June 27, 2026 and December 27, 2025 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.
(in thousands) June 27, 2026 December 27, 2025
Cash and cash equivalents $ 628,224 $ 563,391
Restricted cash included in other long-term assets 1,652 1,713
Total cash, cash equivalents, and restricted cash $ 629,876 $ 565,104
Recently Adopted Accounting Standards
In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets." The amendments in this update provide entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. In developing reasonable and supportable forecasts as part of estimating expected credit losses, the practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The guidance is effective for fiscal years beginning after December 15, 2025 with early adoption permitted. The adoption of ASU 2025-05 did not have a material impact on the Company's Condensed Consolidated Financial Statements.
Recently Issued Accounting Standards
In September 2025, the FASB issued ASU No. 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." The amendments in this update require the entity to start capitalizing software costs when both of the following criteria are met: (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold"). The amendments clarify that the intangibles disclosures are not required for capitalized internal-use software costs. Additionally, the amendments in this update supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs. The guidance is effective for fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the potential effects of these amendments on its Condensed Consolidated Financial Statements.
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In November 2024, the FASB issued ASU No. 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)." The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity (a) disclose the amounts of (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depreciation, depletion, and amortization recognized as part of oil and gas producing activities ("DD&A") included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (i)-(v); (b) include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements; (c) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; (d) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of this guidance will increase the Company's disclosures in its Consolidated Financial Statements. The Company is currently evaluating the potential impact on the disclosures in the Company's Condensed Consolidated Financial Statements.
In October 2023, the FASB issued ASU No. 2023-06, "Disclosure Improvements." The amendments in this update represent changes to clarify or improve the disclosure or presentation requirements of a variety of Topics in the ASC. The Company may be affected by one or more of those amendments. The amendments in this ASU should be applied prospectively and will not be effective until June 30, 2027. The Company is currently evaluating the potential effects of these amendments on its Condensed Consolidated Financial Statements.
2. Acquisitions
The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, “Business Combinations,” in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired business are included in the Company’s Condensed Consolidated Financial Statements from the date of the acquisition.
Basler Electric
On December 11, 2025, the Company completed the acquisition of Basler Electric Company ("Basler"). Basler is a leading designer and manufacturer of innovative electrical control and protection solutions for high-growth industrial markets including grid and utility infrastructure, power generation and data center. At the time of acquisition, Basler had annualized sales of approximately $ 130 million. The business is reported within the Company’s Industrial segment. The purchase price for Basler was $ 361.7 million and is subject to a working capital adjustment.
The Company financed the transaction with cash on hand. The total purchase consideration of $ 353.1 million, net of cash acquired, has been allocated, on a preliminary basis, based on estimated fair values of assets acquired and liabilities assumed. The purchase price allocation is preliminary because the determination of the fair value of the net assets acquired, including the third-party valuation of acquired tangible assets, is not yet finalized. Thus, the preliminary measurements of fair value set forth in the table below are subject to change during the measurement period as valuations are finalized. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable.
The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the Basler acquisition:
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(in thousands) Purchase Price
Allocation
Total purchase consideration:
Cash, net of cash acquired $ 353,119
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net 14,739
Inventories 20,703
Other current assets 4,152
Property, plant, and equipment 21,532
Intangible assets 145,000
Goodwill 160,977
Other long-term assets 4,146
Current liabilities ( 15,380 )
Other long-term liabilities ( 2,750 )
$ 353,119
All Basler assets and liabilities were recorded in the Industrial segment and are primarily reflected in the North America geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Basler’s products and technology with the Company’s existing Industrial products portfolio. Goodwill resulting from the Basler acquisition is expected to be deductible for tax purposes.
During the six months ended June 27, 2026, the Company made adjustments to reduce the fair value of intangible assets of $ 5.0 million, current liabilities of $ 3.2 million, inventories of $ 2.6 million, trade receivables of $ 2.1 million, property, plant, and equipment of $ 1.7 million, other long-term assets of $ 1.6 million, and increase in other current assets of $ 1.2 million. As a result of these adjustments, goodwill was increased by $ 8.6 million. The Company paid $ 0.3 million and $ 2.8 million of indebtedness as part of the purchase consideration during the three and six months ended June 27, 2026, respectively.
As required by purchase accounting guidance, the Company recorded a $ 6.4 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was fully amortized as a non-cash charge to cost of goods sold during the fourth quarter of 2025 and first quarter of 2026 as the acquired inventory was sold and reflected as other non-segment costs, of which a non-cash charge of $ 5.4 million to cost of goods sold was recognized during the first quarter of 2026 and reflected as other non-segment costs.
For the six months ended June 27, 2026, the Company recorded $ 0.5 million legal and professional fees related to the Basler acquisition recognized as Selling, general, and administrative expenses and reflected as other non-segment costs. A total of $ 3.0 million of legal and professional fees related to the Basler acquisition was recognized since 2025. These costs were reflected as other non-segment costs.
Dortmund Fab
On December 31, 2024, the Company completed the acquisition of a 200mm wafer fab located in Dortmund, Germany (“Dortmund Fab”) from Elmos Semiconductor SE. The total purchase price for the Dortmund Fab was approximately € 94 million, of which a € 37.2 million down payment (approximately $ 40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and € 56.7 million (approximately $ 58.8 million) was paid at closing. The business is reported in the Electronics-Semiconductor business within the Company’s Electronics segment.
The acquisition was funded with cash on hand. The total purchase consideration of $ 95.9 million, net of cash acquired, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.
The following table summarizes the final purchase price allocation of the fair value of assets acquired and liabilities assumed in the Dortmund Fab acquisition:
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(in thousands) Purchase Price
Allocation
Total purchase consideration:
Cash, net of cash acquired $ 95,942
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables 5,985
Inventories 6,600
Other current assets 8,278
Property, plant, and equipment 30,132
Intangible assets 1,800
Goodwill 57,321
Other long-term assets 8,579
Current liabilities ( 7,464 )
Other long-term liabilities ( 15,289 )
$ 95,942
All Dortmund Fab assets and liabilities were recorded in the Electronics segment and are primarily reflected in the Europe geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Dortmund Fab’s products and technology with the Company’s existing semiconductor products portfolio. Goodwill resulting from the Dortmund Fab acquisition is expected to be deductible for tax purposes.
As required by purchase accounting guidance, the Company recorded a $ 0.5 million step-down of inventory to its fair value as of the acquisition date based on the valuation. The step-down was fully amortized as a non-cash credit to cost of sales during the first quarter of 2025 as the acquired inventory was sold and reflected as other non-segment costs.
During the three and six months ended June 28, 2025, the Company did not incur any legal and professional fees related to the Dortmund Fab acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. A total of $ 3.5 million of legal and professional fees related to the Dortmund Fab acquisition was recognized since 2023. These costs were reflected as other non-segment costs.
Pro Forma Results
The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company, Basler and Dortmund Fab as though the acquisitions had occurred as of December 31, 2023. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Basler and Dortmund Fab acquisitions occurred as of December 31, 2023, or of future consolidated operating results.
For the Three Months Ended For the Six Months Ended
(in thousands, except per share amounts) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net sales $ 738,781 $ 648,941 $ 1,395,750 $ 1,236,461
Income before income taxes 117,064 81,897 219,623 143,272
Net income 89,405 60,141 168,981 104,419
Net income per share — basic 3.53 2.43 6.71 4.22
Net income per share — diluted 3.49 2.41 6.62 4.19
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Pro forma results presented above primarily reflect the following adjustments:
For the Three Months Ended For the Six Months Ended
(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Amortization (a) $ — $ ( 2,583 ) $ — $ ( 5,165 )
Depreciation — ( 248 ) — ( 493 )
Amortization of inventory adjustments (b) — — 5,333 ( 504 )
Transaction costs (c) — — 495 ( 37 )
Income tax benefit (expense) of above items — 679 ( 1,399 ) 1,520
Total $ — $ ( 2,152 ) $ 4,429 $ ( 4,679 )
(a) The amortization adjustment for the three and six months ended June 28, 2025, primarily reflects amortization resulting from the measurement of intangibles at their fair values.
(b) The amortization of inventory adjustments reflects the reversal of the amount recognized during the six months ended June 27, 2026 and June 28, 2025. The inventory adjustment related to the Basler acquisition was fully amortized over three months as the inventory was sold during the first quarter of 2026. The inventory adjustment related to the Dortmund Fab acquisition was fully amortized over two months as the inventory was sold during 2025.
(c) The transaction costs adjustment reflects the reversal of certain legal and professional fees related to the Basler and Dortmund acquisitions for the six months ended June 27, 2026 and June 28, 2025, respectively.
3. Inventories
The components of inventories at June 27, 2026 and December 27, 2025 were as follows:
(in thousands) June 27, 2026 December 27, 2025
Raw materials $ 198,883 $ 186,662
Work in process 137,394 131,129
Finished goods 178,008 181,376
Inventory reserves ( 80,530 ) ( 82,695 )
Total $ 433,755 $ 416,472
4. Property, Plant, and Equipment, net
The components of net property, plant, and equipment at June 27, 2026 and December 27, 2025 were as follows:
(in thousands) June 27, 2026 December 27, 2025
Land and land improvements $ 22,975 $ 24,088
Building and building improvements 220,160 215,024
Machinery and equipment 993,616 998,988
Accumulated depreciation and amortization ( 723,591 ) ( 697,460 )
Total $ 513,160 $ 540,640
The Company recorded depreciation expense of $ 19.9 million and $ 19.4 million for the three months ended June 27, 2026 and June 28, 2025, respectively, and $ 38.8 million and $ 37.8 million for the six months ended June 27, 2026 and June 28, 2025, respectively, in Cost of sales, Selling, general, and administrative expenses , and Research and development expenses in the Condensed Consolidated Statements of Operations. In addition, during the second quarter of 2026, the Company recognized fixed asset impairment charges of $ 13.1 million, primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further information.
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5. Goodwill and Other Intangible Assets
The amounts for goodwill and changes in the carrying value by segment for the six months ended June 27, 2026 were as follows:
(in thousands) Electronics Transportation Industrial Total
Net goodwill as of December 27, 2025
Gross goodwill as of December 27, 2025
$ 1,027,462 $ 242,192 $ 338,739 $ 1,608,393
Accumulated impairment losses as of December 27, 2025
( 303,133 ) ( 44,793 ) ( 49,056 ) ( 396,982 )
Total 724,329 197,399 289,683 1,211,411
Changes during 2026:
Adjustments (a) — — 8,634 8,634
Foreign currency translation adjustments ( 12,651 ) ( 1,275 ) ( 2,258 ) ( 16,184 )
Net goodwill as of June 27, 2026
Gross goodwill as of June 27, 2026
1,008,254 240,467 343,356 1,592,077
Accumulated impairment losses as of June 27, 2026
( 296,576 ) ( 44,343 ) ( 47,297 ) ( 388,216 )
Total $ 711,678 $ 196,124 $ 296,059 $ 1,203,861
(a) The adjustments were related to the acquisition of Basler.
The components of intangible assets as of June 27, 2026 and December 27, 2025 were as follows:
As of June 27, 2026
(in thousands) Gross
Carrying
Value
Accumulated Amortization
Net Book
Value
Land use rights $ 17,078 $ 3,969 $ 13,109
Patents, licenses, and software 286,518 216,236 70,282
Distribution network 42,139 42,139 —
Customer relationships, trademarks, and tradenames 780,730 310,610 470,120
Total $ 1,126,465 $ 572,954 $ 553,511
As of December 27, 2025
(in thousands) Gross
Carrying
Value
Accumulated
Amortization
Net Book
Value
Land use rights $ 16,661 $ 3,613 $ 13,048
Patents, licenses, and software 291,192 212,184 79,008
Distribution network 42,384 42,384 —
Customer relationships, trademarks, and tradenames 793,670 290,819 502,851
Total $ 1,143,907 $ 549,000 $ 594,907
The intangible assets of $ 145.0 million acquired from the Basler acquisition, the components of which were as follows:
2026
(in thousands, except weighted average useful life) Weighted Average
Useful Life (Years) Amount
Basler
Patents, developed technology 5 $ 15,000
Customer relationships, trademarks, and tradenames 14.5 130,000
Total $ 145,000
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During the three months ended June 27, 2026 and June 28, 2025, the Company recorded amortization expense of $ 14.7 million and $ 14.9 million, respectively. During the six months ended June 27, 2026 and June 28, 2025, the Company recorded amortization expense of $ 31.2 million and $ 29.2 million, respectively.
Estimated annual amortization expense related to intangible assets with definite lives as of June 27, 2026 was as follows:
(in thousands)
Amount
Remainder of 2026 $ 29,183
2027 58,156
2028 57,755
2029 57,345
2030 53,916
2031 and thereafter 297,156
Total $ 553,511
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6. Accrued Liabilities
The components of accrued liabilities as of June 27, 2026 and December 27, 2025 were as follows:
(in thousands) June 27, 2026 December 27, 2025
Employee-related liabilities $ 107,717 $ 114,662
Current lease liability 11,587 11,435
Other non-income taxes 8,821 7,960
Interest 6,308 7,069
Professional services 5,837 6,629
Restructuring liability 5,258 6,014
Deferred revenue 4,989 11,215
Other customer reserves 2,089 2,874
Current benefit liability 1,680 1,680
Other 37,587 29,733
Total $ 191,873 $ 199,271
Employee-related liabilities consist primarily of payroll, sales commissions, bonus, employee benefit accruals and workers’ compensation. Bonus accruals include amounts earned pursuant to the Company’s primary employee incentive compensation plans. Other accrued liabilities include miscellaneous operating accruals and other customer-related liabilities.
7. Restructuring, Impairment, and Other Charges
The Company recorded restructuring, impairment, and other charges for the three and six months ended June 27, 2026 and June 28, 2025 as follows:
Three Months Ended June 27, 2026 Six Months Ended June 27, 2026
(in thousands) Electronics Transportation Industrial Total Electronics Transportation Industrial Total
Employee terminations $ 3,131 $ 1,372 $ 704 $ 5,207 $ 7,958 $ 3,413 $ 1,076 $ 12,447
Other restructuring charges 1,556 112 — 1,668 1,734 116 — 1,850
Total restructuring charges 4,687 1,484 704 6,875 9,692 3,529 1,076 14,297
Impairment 12,898 248 — 13,146 12,898 248 — 13,146
Total $ 17,585 $ 1,732 $ 704 $ 20,021 $ 22,590 $ 3,777 $ 1,076 $ 27,443
Three Months Ended June 28, 2025 Six Months Ended June 28, 2025
(in thousands) Electronics Transportation Industrial Total Electronics Transportation Industrial Total
Employee terminations $ 1,100 $ 1,350 $ 24 $ 2,474 $ 5,904 $ 4,482 $ 436 $ 10,822
Other restructuring charges 7 25 — 32 518 48 1 567
Total restructuring charges 1,107 1,375 24 2,506 6,422 4,530 437 11,389
Impairment — — — — 136 — — 136
Total $ 1,107 $ 1,375 $ 24 $ 2,506 $ 6,558 $ 4,530 $ 437 $ 11,525
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2026
For the three and six months ended June 27, 2026, the Company recorded total restructuring charges of $ 6.9 million and $ 14.3 million, respectively, primarily for employee termination costs. These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions for the semiconductor business within the Electronics segment and the reorganization of certain manufacturing, selling and administrative functions for the commercial vehicle business within the Transportation segment. In addition, during the second quarter of 2026, the Company recognized fixed asset impairment charges of $ 13.1 million, primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment.
2025
For the three and six months ended June 28, 2025, the Company recorded total restructuring charges of $ 2.5 million and $ 11.4 million, respectively, primarily for employee termination costs. These charges primarily related to the reorganization of certain manufacturing, selling and corporate support functions for all businesses within the Transportation segment and for the semiconductor business within the Electronics segment. In addition, during the first quarter of 2025, the Company recognized a $ 0.1 million impairment charge related to certain machinery and equipment within the Electronics segment.
The restructuring reserves as of June 27, 2026 and December 27, 2025 were $ 5.3 million and $ 6.0 million, respectively, included within Accrued liabilities . Additionally, $ 0.2 million and $ 0.3 million were included within Other long-term liabilities in the Condensed Consolidated Balance Sheets as of June 27, 2026 and December 27, 2025, respectively. The Company anticipates the remaining payments associated with employee terminations will primarily be completed during fiscal year 2026.
8. Debt
The carrying amounts of debt at June 27, 2026 and December 27, 2025 were as follows:
(in thousands) June 27, 2026 December 27, 2025
Revolving credit facility $ 200,000 $ 100,000
Term loan — 266,250
Euro Senior Notes, Series B due 2028 107,982 111,977
U.S. Senior Notes, Series B due 2027 100,000 100,000
U.S. Senior Notes, Series B due 2030 125,000 125,000
U.S. Senior Notes, due 2032 100,000 100,000
Other — 1,233
Unamortized debt issuance costs ( 3,322 ) ( 1,833 )
Total debt 629,660 802,627
Less: Current maturities ( 100,000 ) ( 96,233 )
Total long-term debt $ 529,660 $ 706,394
Revolving Credit Facility and Term Loan
On March 12, 2026, the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement") to amend and restate and effect certain changes to its existing credit agreement, dated as of June 30, 2022 (the “Existing Credit Agreement”), including, among other changes: (i) paying off and eliminating the $ 300 million unsecured term loan credit facility; (ii) increasing the size of the revolving credit facility from $ 700 million to $ 800 million; and (iii) extending the maturity date to March 12, 2031 (the “Maturity Date”). As a result of entering into the Credit Agreement, the Company paid off $ 62.5 million of the term loan and replaced $ 200 million of the term loan under the Existing Credit Agreement with $ 200 million borrowing under the revolving credit facility under the Credit Agreement. Pursuant to the Credit Agreement, the Company may, from time to time, increase the size of the revolving credit facility or enter into one or more tranches of term loans in minimum increments of $ 25 million if there is no event of default and the Company is in compliance with certain financial covenants.
The principal balance of the revolving credit facility is due on the Maturity Date. The revolving loan balances under the Credit Facility were $ 200.0 million as of June 27, 2026. Prior to entering into the Credit Agreement, the Company paid off $ 100.0 million of the revolving loan and $ 3.8 million of the term loan under the Existing Credit Agreement during the first quarter of 2026.
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Loans made under the available credit facility pursuant to the Credit Agreement ("the Credit Facility") bear interest at the Company’s option, at either (i) Secured Overnight Financing Rate ("SOFR"), fixed for interest periods of one, two, three or six-month periods, plus 1.00 % to 1.75 %, based upon the Company's Consolidated Leverage Ratio, as defined in the Credit Agreement or (ii) the bank’s Base Rate, as defined in the Credit Agreement, plus 0.00 % to 0.75 %, based upon the Company’s Consolidated Leverage Ratio, as defined in the Credit Agreement. The Company is also required to pay commitment fees on unused portions of the Credit Facility ranging from 0.10 % to 0.175 %, based on the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement includes representations, covenants and events of default that are customary for financing transactions of this nature.
Under the Credit Agreement, revolving loans may be borrowed, repaid and reborrowed until the Maturity Date, at which time all amounts borrowed must be repaid. Accrued interest on the loans is payable in arrears on each interest payment date applicable thereto and at such other times as may be specified in the Credit Agreement. Subject to certain conditions, (i) the Company may terminate or reduce the Aggregate Revolving Commitments, as defined in the Credit Agreement, in whole or in part, and (ii) the Company may prepay the revolving loans or the term loans at any time, without premium or penalty.
On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $ 200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027.
As of June 27, 2026, the effective interest rate on the outstanding borrowings under the Credit Facility was 3.88 % with the hedge.
As of June 27, 2026, the Company had $ 0.1 million outstanding letters of credit and had $ 599.9 million of borrowing capacity available under the revolving credit facility. As of June 27, 2026, the Company was in compliance with all covenants under the Credit Agreement.
Debt Issuance Cost
During the three and six months ended June 27, 2026, the Company incurred debt issuance costs of $ 2.2 million in connection with the newly amended and restated Credit Agreement completed on March 12, 2026 which, along with the remaining eligible balance of debt issuance costs of the previous credit facility, are being amortized over the 5 year life of the newly amended and restated Credit Agreement.
Senior Notes
On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold € 212 million aggregate principal amount of senior notes in two series. The funding date for the Euro denominated senior notes occurred on December 8, 2016 for € 117 million in aggregate amount of 1.14 % Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and € 95 million in aggregate amount of 1.83 % Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). During the fiscal year ended December 30, 2023, the Company paid off € 117 million of Euro Senior Notes, Series A due 2023. Interest on the Euro Senior Notes, Series B due 2028 is payable semiannually on June 8 and December 8, commencing June 8, 2017.
On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $ 125 million aggregate principal amount of senior notes in two series. On February 15, 2017, $ 25 million in aggregate principal amount of 3.03 % Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $ 100 million in aggregate principal amount of 3.74 % Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. During the fiscal year ended December 31, 2022, the Company paid off $ 25 million of U.S. Senior Notes, Series A due 2022. Interest on the U.S. Senior Notes, Series B due 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017.
On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $ 175 million in aggregate principal amount of senior notes in two series. On January 16, 2018, $ 50 million aggregate principal amount of 3.48 % Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $ 125 million in aggregate principal amount of 3.78 % Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together, the “U.S. Senior Notes due 2025 and 2030”) were funded. During the first quarter of 2025, the Company paid off $ 50 million of U.S. Senior Notes, Series A, due 2025. Interest on the U.S. Senior Notes, Series B due 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018.
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On May 18, 2022, the above note purchase agreements were amended to, among other things, update certain terms, including financial covenants to be consistent with the terms of the restated Credit Agreement and the 2022 Purchase Agreement, as defined below.
On May 18, 2022, the Company entered into a Note Purchase Agreement (“2022 Purchase Agreement”) pursuant to which the Company issued and funded on July 18, 2022 $ 100 million in aggregate principal amount of 4.33 % Senior Notes, due June 30, 2032 (“U.S. Senior Notes due 2032”) (together with the U.S. Senior Notes due 2025 and 2030, the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”). Interest on the U.S. Senior Notes due 2032 is payable semiannually on June 30 and December 30, commencing on December 30, 2022.
The Senior Notes have not been registered under the Securities Act of 1933 ("Securities Act"), or applicable state securities laws. The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the Company.
The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. As of June 27, 2026, the Company was in compliance with all covenants under the Senior Notes.
The Company may redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to noteholders and is required to offer to repurchase the Senior Notes at par following certain events, including a change of control.
Interest paid on all Company debt was $ 2.6 million and $ 5.6 million for the three months ended June 27, 2026 and June 28, 2025, respectively, and $ 13.1 million and $ 17.8 million for the six months ended June 27, 2026 and June 28, 2025, respectively, which included cash settlements received from the interest rate swap entered on May 12, 2022.
9. Fair Value of Assets and Liabilities
For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, the Company classifies each fair value measurement as follows:
Level 1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets;
Level 2 —Valuations based upon quoted prices for similar instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations, all of whose significant inputs are observable or can be corroborated by observable market data;
Level 3 —Valuations based upon one or more significant unobservable inputs.
There were no transfers in or out of Level 1, Level 2 or Level 3 during the period.
Following is a description of the valuation methodologies used for instruments measured at fair value and their classification in the valuation hierarchy.
Cash Equivalents
Cash equivalents primarily consist of money market funds, certificates of deposit, and short-term time deposits, which are held with institutions with sound credit ratings and are highly liquid. The Company classified cash equivalents as Level 1 and were valued at cost, which approximates fair value.
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Investments in Equity Securities
Investments in equity securities listed on a national market or exchange are valued at the last sales price and classified within Level 1 of the valuation hierarchy and recorded in Investments and Other long-term assets . The Company sold its investment in Polytronics Technology Corporation Ltd. ("Polytronics") during the three months ended June 27, 2026 , with net proceeds of $ 7.4 million and is recognized in N et proceeds from sale of property, plant and equipment, and other in investing activities on the Condensed Consolidated Statement of Cash Flows.
Derivatives Designated as Hedging Instruments
For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective, and the strategy for undertaking the hedge transaction. In addition, the Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. For highly effective cash flow hedges, ASC 815 requires the entire change in fair value of the hedging instrument included in the assessment of hedge effectiveness to be recorded in other comprehensive income. No amount of ineffectiveness was recognized for the three and six months ended June 27, 2026. The Company continues to assess the effectiveness of the hedges on an ongoing basis. The Company does not enter into derivative financial instruments for trading purposes.
Cross-Currency Swap Agreement
In February 2026, the Company entered into a fixed-to-fixed cross currency swaps to mitigate foreign currency risk exposure related to fluctuations between the Euro and the U.S. dollar. These instruments were designated as net investment hedges to offset the impact of EUR-USD exchange rate volatility associated with the Company's net investments in certain foreign entities. The fair value of the cross-currency swaps was determined using an independent third-party valuation model. Pursuant to this model, changes in fair value of derivatives that are designated as net investment hedges are deferred in the foreign currency translation adjustment within accumulated other comprehensive loss. Gains or losses deferred in accumulated other comprehensive loss are reclassified into earnings at the time the underlying hedged net investment is disposed of or substantially liquidated. The Company applied cross-currency swap net investment hedge designation under spot method. Under this method, the Company is allowed to recognize interest income from the spot‑forward differential on a straight‑line basis over the term of the swap agreement, and the spot‑forward differential is excluded from the assessment of hedge effectiveness. For the three and six months ended June 27, 2026, the Company recorded a pre-tax unrealized loss on the cross-currency swaps of $ 0.3 million and a pre-tax unrealized gain of $ 1.9 million, respectively. The primary inputs into the valuation of the cross-currency swaps are interest rate yield curves, foreign exchange rates, cross-currency basis spreads, credit spreads and other market information. The cross-currency swaps are classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by observable market data. As of June 27, 2026, the Company had outstanding cross-currency swap agreements designated as net investment hedges with an aggregate notional value of € 84.7 million on the pay leg and $ 100.0 million on the receive leg.
Zero Cost Collar Agreement
In July 2024, the Company implemented a hedging program to manage foreign currency risk exposure related to fluctuations between the U.S. dollar and Mexican peso. These foreign currency zero cost collars are designated as cash flow hedges for a portion of our Mexican peso-denominated manufacturing expenses, predominantly salary expenses, vendor payments, and utility expenses. If the spot rate is between the weighted-average ceiling and floor rates on the date of maturity, then the Company would not owe or receive any payments under these collars. The Company plans to continue executing zero cost collars with 14-month rolling maturities as an ongoing strategy to hedge peso-denominated manufacturing expenses. The trade entry date, maturity date, weighted-average floor, and weighted-average ceiling for each collar trade was as follows:
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Trade Entry Date Trade Maturity Date Weighted-Average Floor Weighted-Average Ceiling
July 3, 2024 August 29, 2025 18.0000 19.4350
August 5, 2024 September 29, 2025 19.6550 21.0000
September 3, 2024 November 3, 2025 20.0820 21.7571
September 30, 2024 November 26, 2025 19.8700 21.3650
November 4, 2024 January 2, 2026 20.1200 21.6900
December 3, 2024 February 2, 2026 20.4250 22.0377
January 2, 2025 March 2, 2026 20.8000 21.9082
February 6, 2025 March 30, 2026 20.5300 22.0000
April 9, 2025 June 1, 2026 20.9700 22.2355
May 1, 2025 June 29, 2026 19.6940 20.9700
June 4, 2025 August 3, 2026 19.3100 20.3437
July 2, 2025 August 31, 2026 18.8500 19.8025
August 5, 2025 September 29, 2026 18.8500 19.8000
September 2, 2025 November 2, 2026 18.8100 19.8347
September 30, 2025 November 30, 2026 18.4200 19.3700
November 4, 2025 January 4, 2027 18.7200 19.7000
November 26, 2025 February 2, 2027 18.4300 19.4852
January 6, 2026 March 1, 2027 18.0620 18.9250
February 4, 2026 April 5, 2027 17.4175 18.2500
March 4, 2026 May 3, 2027 17.6720 18.4047
March 31, 2026 June 7, 2027 18.0500 18.8600
May 4, 2026 June 28, 2027 17.6100 18.3250
June 2, 2026 August 2, 2027 17.3900 18.0824
The fair value of the collars was determined using an independent third-party valuation model. Pursuant to this model, changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss until the underlying transactions are recognized in earnings. For the three and six months ended June 27, 2026, the Company recorded a pre-tax unrealized gain on the collars of $ 0.8 million and a pre-tax unrealized loss of $ 3.3 million, respectively. As of June 27, 2026, the Company estimates that approximately $ 3.9 million of pre-tax gains recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months. The amounts included in accumulated other comprehensive income will be reclassified to earnings should the hedge no longer be considered effective. No amount of ineffectiveness was included in net income for the three and six months ended June 27, 2026 . The Company will continue to assess the effectiveness of the hedge on an ongoing basis. The primary inputs into the valuation of the collars are interest yield curves, interest rate volatilities, foreign exchange rates, foreign exchange volatilities, credit risk, credit spreads and other market information. The collars are classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by market observable data.
Interest Rate Swap
On May 12, 2022, the Company entered into an interest rate swap agreement to manage interest rate risk exposure, effectively converting the interest rate on the Company's SOFR based floating-rate loans to a fixed-rate. The interest rate swap, with a notional value of $ 200 million, was designated as a cash flow hedge against the variability of cash flows associated with the Company's SOFR based loans scheduled to mature on June 30, 2027. The fair value of the interest rate swap was valued using an independent third-party valuation model. Pursuant to this model, c hanges in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive loss u ntil the underlying transactions are recognized in earnings. For the three and six months ended June 27, 2026 , the Company recorded a pre-tax unrealized loss on the interest rate swap of $ 0.1 million and a pre-tax unrealized gain of $ 0.7 million, respectively. As of June 27, 2026, the Company estimates that approximately $ 2.2 million of pre-tax gains recorded in accumulated other comprehensive loss will be recognized in earnings over the next 12 months. The primary inputs into the valuation of the interest rate swap are interest yield curves, interest rate volatility, credit risk, credit spreads and other market information. The interest rate swap is classified within Level 2 of the fair value hierarchy since all significant inputs are corroborated by observable market data.
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The use of derivatives creates exposure to credit risk relating to potential losses that could be recognized in the event that the counterparties to these instruments fail to perform their obligations under the contracts. The Company seeks to minimize this risk by limiting its counterparties to major financial institutions with acceptable credit ratings and monitoring the total value of positions with individual counterparties. In the event of a default by one of its counterparties, the Company may not receive payments provided for under the terms of its derivatives.
As of June 27, 2026 and December 27, 2025, the fair values of the Company's derivative financial instruments and their classifications on the Condensed Consolidated Balance Sheets were as follows:
(in thousands) Condensed Consolidated Balance Sheets Classification June 27, 2026 December 27, 2025
Derivatives designated as hedging instruments
Interest rate swap agreement:
Designated as cash flow hedge Prepaid expenses and other current assets $ 2,012 $ 1,162
Other long-term assets 216 382
Zero cost collar agreement:
Designated as cash flow hedge Prepaid expenses and other current assets $ 3,729 $ 6,816
Other long-term assets — 3
Accrued liabilities 174 —
Other long-term liabilities 5 —
Cross-currency swap agreement:
Designated as net investment hedge Prepaid expenses and other current assets $ 511 $ —
Other long-term assets 1,423 —
The pre-tax (gains) losses recognized on derivative financial instruments in the Condensed Consolidated Statements of Operations for the three and six months ended June 27, 2026 and June 28, 2025 were as follows:
Three Months Ended Six Months Ended
(in thousands) Classification of (Gains) Losses Recognized in the Condensed Consolidated Statements of Operations June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Derivatives designated as cash flow hedges
Interest rate swap agreement Interest expense $ ( 440 ) $ ( 782 ) $ ( 904 ) $ ( 1,571 )
Zero cost collar agreement Cost of sales ( 2,826 ) ( 119 ) ( 6,904 ) 1,360
Zero cost collar agreement Selling, general, and administrative expenses ( 229 ) — ( 565 ) 121
Derivatives designated as net investment hedges
Cross-currency swap agreement Interest expense $ ( 255 ) $ — ( 352 ) $ —
The pre-tax losses (gains) recognized on derivative financial instruments in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 27, 2026 and June 28, 2025 were as follows:
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Three Months Ended Six Months Ended
(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Derivatives designated as cash flow hedges
Interest rate swap agreement $ 104 $ 1,131 $ ( 684 ) $ 3,449
Zero cost collar agreement ( 750 ) ( 6,970 ) 3,281 ( 9,412 )
Derivatives designated as net investment hedges
Cross-currency swap agreement $ 341 $ — $ ( 1,934 ) $ —
Mutual Funds
The Company has a non-qualified Supplemental Retirement and Savings Plan which provides additional retirement benefits for certain management employees and named executive officers by allowing participants to defer a portion of their annual compensation. The Company maintains accounts for participants through which participants make investment elections. The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value and recorded in Other long-term assets in the Condensed Consolidated Balance Sheets .
There we re no changes during the quarter ended June 27, 2026 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis. As of June 27, 2026 and December 27, 2025, the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.
The following table presents assets measured at fair value by classification within the fair value hierarchy as of June 27, 2026:
Fair Value Measurements Using
(in thousands) Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total
Cash equivalents $ 567,152 $ — $ — $ 567,152
Mutual funds 27,639 — — 27,639
Total $ 594,791 $ — $ — $ 594,791
The following table presents assets measured at fair value by classification within the fair value hierarchy as of December 27, 2025:
Fair Value Measurements Using
(in thousands) Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3) Total
Cash equivalents $ 465,915 $ — $ — $ 465,915
Investments in equity securities 7,676 — — 7,676
Mutual funds 25,730 — — 25,730
Total $ 499,321 $ — $ — $ 499,321
In addition to the methods and assumptions used for the financial instruments recorded at fair value as discussed above, the following methods and assumptions are used to estimate the fair value of other financial instruments that are not marked to market on a recurring basis. The Company’s other financial instruments include cash and cash equivalents, short-term investments, trade receivable and its long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and trade receivable approximate their fair values. The Company’s revolving and term loan debt facilities' fair values approximate book value at June 27, 2026 and December 27, 2025, as the rates on these borrowings are variable in nature. The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the excess recorded as goodwill. The Company utilizes Level 3 inputs in the determination of the initial fair value for certain assets acquired and liabilities assumed in business acquisitions.
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The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series B and USD Senior Notes, Series B, as of June 27, 2026 and December 27, 2025 were as follows:
June 27, 2026 December 27, 2025
(in thousands) Carrying
Value Estimated
Fair Value Carrying
Value Estimated
Fair Value
Euro Senior Notes, Series B due 2028 $ 107,982 $ 102,969 $ 111,977 $ 106,908
USD Senior Notes, Series B due 2027 100,000 99,253 100,000 99,152
USD Senior Notes, Series B due 2030 125,000 118,627 125,000 120,076
USD Senior Notes, due 2032 100,000 93,931 100,000 95,587
Impairments
During the second quarter of 2026, the Company recorded non-cash fixed asset impairment charges of $ 13.1 million, primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment. The related assets were measured at fair value on a nonrecurring basis using valuation techniques that incorporated significant unobservable inputs, which are classified within Level 3 of the fair value hierarchy.
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10. Benefit Plans
The Company has Company-sponsored and mandatory defined benefit pension plans covering employees in the United Kingdom ("U.K."), Germany, the Philippines, China, Japan, Mexico, Italy, and France. The amount of the retirement benefits provided under the plans is generally based on years of service and final average pay.
The Company recognizes interest cost, expected return on plan assets, and amortization of prior service, net within Other income, net in the Condensed Consolidated Statements of Operations. The components of net periodic benefit cost for the three and six months ended June 27, 2026 and June 28, 2025 were as follows:
For the Three Months Ended For the Six Months Ended
(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Components of net periodic benefit cost:
Service cost $ 939 $ 758 $ 1,884 $ 1,485
Interest cost 1,221 1,003 2,445 1,957
Expected return on plan assets ( 473 ) ( 481 ) ( 954 ) ( 940 )
Amortization of prior service and net actuarial loss 116 102 232 171
Net periodic benefit cost $ 1,803 $ 1,382 $ 3,607 $ 2,673
The Company expects to make approximately $ 1.5 million of contributions to the plans and pay $ 2.3 million of benefits directly in 2026.
On October 4, 2024, the Company entered into a definitive agreement to purchase a group annuity contract, under which an insurance company will be required to pay pension payments to the Company’s United Kingdom pension plan to match required pension payments until a later buyout, at which point the insurance company will directly pay and administer the benefits to the plan's participants, or to their designated beneficiaries. The purchase of this group annuity contract will reduce the Company’s outstanding pension benefit obligation by approximately $ 25 million, representing approximately 31 % of the total obligations of the Company’s qualified pension plans, and will be funded with pension plan assets and additional cash on hand. In connection with this transaction, the Company currently expects to record a one-time non-cash settlement charge in the first quarter of 2027 estimated between $ 6 million and $ 8 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. The actual settlement charge could differ from this estimate due to final data and plan wind-up expenses.
The Company also sponsors certain post-employment plans in foreign countries and other statutory benefit plans. The Company recorded expense of $ 0.7 million for both the three months ended June 27, 2026 and June 28, 2025 , respectively, and $ 1.5 million and $ 1.4 million for the six months ended June 27, 2026 and June 28, 2025 , respectively, in Cost of sales and Other income, net within the Condensed Consolidated Statements of Operations . The pre-tax losses recognized in other comprehensive income (loss) for these plans were $ 0.4 million for both the three months ended June 27, 2026 and June 28, 2025, respectively, and $ 0.7 million f or both the six months ended June 27, 2026 and June 28, 2025 , respectively.
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11. Other Comprehensive Income (Loss)
Changes in other comprehensive income (loss) by component were as follows:
(in thousands) Three Months Ended
June 27, 2026 Three Months Ended
June 28, 2025
Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax
Defined benefit pension plan and other adjustments $ 475 $ 1 $ 476 $ 151 $ 33 $ 184
Cash flow hedges 646 ( 30 ) 616 5,839 ( 9 ) 5,830
Foreign currency translation adjustments-Net investment hedge ( 341 ) 78 ( 263 ) — — —
Foreign currency translation adjustments (a) ( 7,331 ) 796 ( 6,535 ) 94,433 ( 2,534 ) 91,899
Total foreign currency translation adjustments ( 7,672 ) 874 ( 6,798 ) 94,433 ( 2,534 ) 91,899
Total change in other comprehensive income (loss) $ ( 6,551 ) $ 845 $ ( 5,706 ) $ 100,423 $ ( 2,510 ) $ 97,913
(in thousands) Six Months Ended
June 27, 2026 Six Months Ended
June 28, 2025
Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax
Defined benefit pension plan and other adjustments $ 986 $ 6 $ 992 $ 378 $ 25 $ 403
Cash flow hedges ( 2,597 ) ( 31 ) ( 2,628 ) 5,963 455 6,418
Foreign currency translation adjustments-Net investment hedge 1,934 ( 445 ) 1,489 — — —
Foreign currency translation adjustments (a) ( 25,994 ) 1,261 ( 24,733 ) 132,101 ( 3,412 ) 128,689
Total foreign currency translation adjustments ( 24,060 ) 816 ( 23,244 ) 132,101 ( 3,412 ) 128,689
Total change in other comprehensive income (loss) $ ( 25,671 ) $ 791 $ ( 24,880 ) $ 138,442 $ ( 2,932 ) $ 135,510
(a) The tax shown above within foreign currency translation adjustments is the U.S. tax associated with the foreign currency translation adjustments of earnings of non-U.S. subsidiaries, which have been previously taxed in the U.S. and are not permanently reinvested.
The following tables set forth the changes i n the components of accumulated other comprehensive income (loss) by compon ent for the six months ended June 27, 2026 and June 28, 2025:
(in thousands) Pension and postretirement liability and reclassification adjustments Cash flow hedges Total foreign currency
translation adjustments Accumulated other
comprehensive loss
Balance at December 27, 2025 $ ( 12,687 ) $ 8,132 $ ( 828 ) $ ( 5,383 )
Activity in the period 992 ( 2,628 ) ( 23,244 ) ( 24,880 )
Balance at June 27, 2026 $ ( 11,695 ) $ 5,504 $ ( 24,072 ) $ ( 30,263 )
(in thousands) Pension and postretirement liability and reclassification adjustments Cash flow hedges Total foreign currency translation adjustments Accumulated other comprehensive (loss) income
Balance at December 28, 2024 $ ( 10,509 ) $ 1,301 $ ( 137,153 ) $ ( 146,361 )
Activity in the period 403 6,418 128,689 135,510
Balance at June 28, 2025 $ ( 10,106 ) $ 7,719 $ ( 8,464 ) $ ( 10,851 )
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Amounts reclassified from accumulated other comprehensive income (loss) to e arnings for the three and six months ended June 27, 2026 and June 28, 2025 were as follows:
Three Months Ended Six Months Ended
(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Pension and postemployment plans:
Amortization of prior service and net actuarial loss, and other $ 468 $ 470 $ 933 $ 891
The Company recognizes the amortization of prior service costs in Other income, net within the Condensed Consolidated Statements of Operations.
12. Income Taxes
The effective tax rate for the three and six months ended June 27, 2026 was 23.6 % and 23.0 %, respectively, compared to the effective tax rate for the three and six months ended June 28, 2025 of 26.7 % and 27.0 %, respectively. The effective tax rate for 2026 was lower than the effective tax rate for the comparable 2025 periods primarily due to lapses in the statute of limitations for previously unrecognized tax benefits and excess tax benefits for share based compensation recognized in 2026, as well as foreign exchange losses in non-U.S. jurisdictions with no related tax benefit recognized in 2025.
The effective tax rate for three and six months ended June 27, 2026 was higher than the statutory tax rate primarily due to losses in non-U.S. jurisdictions with no related tax benefit, partially offset by lapses in the statute of limitations for previously unrecognized tax benefits as well as excess tax benefits for share based compensation. The effective tax rate for the three and six months ended June 28, 2025 was higher than the statutory tax rate primarily due to foreign exchange losses and losses in non-U.S. jurisdictions with no related tax benefit.
13. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended Six Months Ended
(in thousands, except per share amounts) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Numerator:
Net income as reported $ 89,405 $ 57,342 $ 164,552 $ 100,913
Denominator:
Weighted average shares outstanding
Basic 25,305 24,755 25,190 24,760
Effect of dilutive securities 315 150 344 178
Diluted 25,620 24,905 25,534 24,938
Earnings Per Share:
Basic earnings per share $ 3.53 $ 2.32 $ 6.53 $ 4.08
Diluted earnings per share $ 3.49 $ 2.30 $ 6.44 $ 4.05
Potential shares of common stock attributable to performance share units, stock options and restricted stock units excluded from the earnings per share calculation because their effect would be anti-dilutive were 329 and 429,709 for the three months ended June 27, 2026 and June 28, 2025, respectively, and 17,628 and 347,711 for the six months ended June 27, 2026 and June 28, 2025, respectively.
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Share Repurchase Program
On April 25, 2024, the Company's Board of Directors authorized a three-year program to repurchase up to $ 300.0 million in the aggregate of shares of the Company's stock for the period from May 1, 2024 to April 30, 2027 ("2024 program"). The Company did not repurchase any shares of its common stock for the three and six months ended June 27, 2026. The Company repurchased 120,689 shares of its common stock totaling $ 27.4 million pursuant to the 2024 program during the first quarter of 2025. The Company did not repurchase any shares of its common stock for the three months ended June 28, 2025.
14. Segment Information
The Company and its subsidiaries design, manufacture and sell components, modules and subassemblies to empower the long-term structural themes of sustainability, connectivity and safety. The Company aggregated its operating segments into the reportable segments: Electronics, Transportation, and Industrial. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is the Company’s President and Chief Executive Officer (“CEO”). The CODM allocates resources to and assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest and taxes, but does not evaluate the operating segments using discrete balance sheet information and as such, segment asset information is not disclosed. The CODM’s key decisions involve the allocation of resources, such as acquisitions, divestitures, investments, capital expenditures, significant customer contracts, and other key management resources, and assessment of performance, such as executive officer hiring, promotion, and compensation. The CODM uses operating income as the key metric when establishing targets in the annual budget and in evaluating the allocation of resources to each segment. The CODM regularly reviews each segment's operating income against the forecast, budget and previous quarterly results to assess performance and make decisions about the allocation of operating and capital resources to each segment.
Sales, marketing, and research and development expenses are charged directly into each operating segment. Finance, information technology, and human resources are shared functions that are allocated back to the operating segments. The Company does not report inter-segment revenue because the operating segments do not record it. Certain expenses, determined by the CODM to be strategic in nature and not directly related to segments current results, are not allocated but identified as “Other.” Additionally, the Company does not allocate interest and other income, interest expense, or taxes to operating segments. These costs are not allocated to the segments, as management excludes such costs when assessing the performance of the segments. Except as discussed above, the accounting policies for segment reporting are the same as for the Company as a whole.
• Electronics Segment : Consists of one of the broadest product offerings in the industry, including fuses and fuse accessories, positive temperature coefficient (“PTC”) resettable fuses, electromechanical switches and interconnect solutions, polymer electrostatic discharge (“ESD”) suppressors, varistors, reed switch based magnetic sensing, gas discharge tubes; semiconductor products such as discrete transient voltage suppressor (“TVS”) diodes, TVS diode arrays, protection and switching thyristors, silicon and silicon carbide metal-oxide-semiconductor field effect transistors (“MOSFETs”) and diodes, and insulated gate bipolar transistors (“IGBT”) technologies. The segment covers a broad range of end markets, including data center – computing and communication, data center and communications infrastructure, industrial controls, building controls, aerospace and defense, appliances, consumer electronics solutions, healthcare solutions, industrial equipment, energy storage, diversified industrials, grid and utility infrastructure, renewable energy, passenger vehicles, and commercial vehicles.
• Transportation Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-one suppliers and parts and aftermarket distributors in passenger vehicles, heavy-duty truck and bus, off-road and recreational vehicles, material handling, agricultural equipment, construction equipment and other commercial vehicle end markets. Passenger vehicle products are used in internal combustion engines, hybrid and electric vehicles including blade fuses, battery cable protectors, resettable fuses, high-current fuses, high-voltage fuses, and sensor products designed to monitor the occupant’s safety and environment as well as the vehicle’s powertrain. Commercial vehicle products include fuses, switches, circuit breakers, relays, and power distribution modules and units used in applications serving a number of end markets, including heavy-duty truck and bus, off-road and recreational vehicles, material handling, agriculture equipment, construction equipment, and ship, marine and train.
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• Industrial Segment: Consists of industrial circuit protection (industrial fuses), protective and monitoring relays (protection relays, residual current devices and monitors, ground fault circuit interrupters, solid state switches, and arc fault detection devices), and industrial controls and sensors (contactors, transformers, and temperature sensors) for use in various applications such as data center – computing and communication, data center and communications infrastructure, industrial controls, building controls, grid and utility infrastructure, construction, renewable energy, HVAC, processing and extracting, and energy storage.
The Company has provided this segment information for comparable prior periods. Segment information is summarized as follows:
Three Months Ended Six Months Ended
(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net sales
Electronics $ 406,420 $ 335,666 $ 769,195 $ 642,915
Transportation 182,411 179,400 352,792 341,262
Industrial 149,950 98,347 273,763 183,543
Total net sales $ 738,781 $ 613,413 $ 1,395,750 $ 1,167,720
Other segment expenses (b)
Electronics $ 319,504 $ 285,805 $ 612,000 $ 546,288
Transportation 156,720 151,326 302,998 294,271
Industrial 122,476 79,484 225,528 151,606
Total other segment expenses $ 598,700 $ 516,615 $ 1,140,526 $ 992,165
Segment operating income
Electronics $ 86,916 $ 49,861 $ 157,195 $ 96,627
Transportation 25,691 28,074 49,794 46,991
Industrial 27,474 18,863 48,235 31,937
Total segment operating income 140,081 96,798 255,224 175,555
Other (a)
( 20,357 ) ( 4,020 ) ( 34,335 ) ( 12,627 )
Total operating income 119,724 92,778 220,889 162,928
Interest expense 5,739 8,568 12,716 17,443
Foreign exchange (gain) loss ( 160 ) 10,448 ( 2,573 ) 15,291
Other income, net ( 2,919 ) ( 4,452 ) ( 3,049 ) ( 7,967 )
Income before income taxes $ 117,064 $ 78,214 $ 213,795 $ 138,161
(a) Included in "Other" Operating income for the second quarter of 2026 was $ 6.9 million ($ 14.3 million year-to-date) of restructuring charges primarily related to employee termination costs. During the second quarter of 2026, the Company recognized fixed asset impairment charges of $ 13.1 million, primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, during the second quarter of 2026, the Company recognized $ 0.4 million ($ 1.5 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2026, the Company recognized a $ 5.4 million of purchase accounting inventory step-up adjustment related to the Basler acquisition.
Included in "Other" Operating income for the second quarter of 2025 was $ 2.5 million ($ 11.4 million year-to-date) of restructuring charges primarily related to employee termination costs. During the first quarter of 2025, the Company recognized a $ 0.1 million impairment charge related to certain machinery and equipment within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, during the second quarter of 2025, the Company recognized $ 1.5 million ($ 1.6 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2025, the Company recognized a $ 0.5 million of purchase accounting inventory step-down adjustment related to the Dortmund Fab acquisition.
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(b) Other segment operating expenses include cost of sales, selling, general, and administration expenses, and research and development expenses. Other segment expenses are reconciled to the operating income of each segment. The CODM regularly assesses the performance of each operating segment focusing on each operating segment’s revenue and operating income.
The Company’s depreciation and amortization expenses by segment for the three and six months ended June 27, 2026 and June 28, 2025 were as follows:
Three Months Ended Six Months Ended
(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Depreciation
Electronics $ 12,217 $ 12,552 $ 23,950 $ 23,962
Transportation 5,489 5,318 10,529 10,817
Industrial 2,161 1,505 4,340 3,026
Total depreciation $ 19,867 $ 19,375 $ 38,819 $ 37,805
Amortization
Electronics $ 7,647 $ 10,098 $ 16,624 $ 19,875
Transportation 2,765 3,406 6,127 6,755
Industrial 4,292 1,348 8,453 2,553
Total amortization $ 14,704 $ 14,852 $ 31,204 $ 29,183
The Company’s net sales by country were as follows, classified according to the country where the customer is located:
Three Months Ended Six Months Ended
(in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025
Net sales
United States $ 267,404 $ 219,480 $ 496,927 $ 417,858
China 184,067 146,343 339,970 275,737
Other countries (a)
287,310 247,590 558,853 474,125
Total net sales $ 738,781 $ 613,413 $ 1,395,750 $ 1,167,720
The Company’s long-lived assets represent net property, plant, and equipment, and are classified according to the country where the asset is located. The Company's long-lived assets were as follows:
(in thousands) June 27, 2026 December 27, 2025
Long-lived assets
United States $ 77,173 $ 95,619
China 130,224 130,047
Mexico 78,690 83,478
Germany 110,507 110,246
Philippines 58,871 61,591
Other countries 57,695 59,659
Total long-lived assets $ 513,160 $ 540,640
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The Company’s additions to net property, plant, and equipment by country were as follows:
Six Months Ended
(in thousands) June 27, 2026 June 28, 2025
Additions to long-lived assets
United States $ 2,480 $ 5,330
China 6,054 3,996
Mexico 2,865 3,283
Germany 10,471 9,693
Philippines 3,624 1,388
Other countries 5,919 3,096
Total additions to long-lived assets $ 31,413 $ 26,786
(a) Each country included in other countries was less than 10% of net sales.
15. Commitments and Contingencies
Off-Balance Sheet Arrangements
As of June 27, 2026, the Company did not have any off-balance sheet arrangements, as defined under SEC rules. Specifically, the Company was not liable for guarantees of indebtedness owed by third parties, the Company was not directly liable for the debt of any unconsolidated entity and the Company did not have any retained or contingent interest in assets. The Company does not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.
Product Warranty Liabilities
The Company's policy is to accrue for warranty claims when a loss is both probable and estimable. Liabilities for warranty claims have historically not been material and in limited instances, customers may make claims for costs they incurred or other damages related to a claim.
The Company carries insurance for potential product liability claims at coverage levels based on the Company's prior claims experience. This coverage is subject to deductibles, and various terms and conditions. The Company cannot assure that the level of coverage will be sufficient to cover every possible claim that can arise in its businesses, now or in the future, or that such coverage always will be available should the Company, now or in the future, wish to extend, increase or otherwise adjust its insurance.
The Company has been notified by one of its customers of a product recall potentially due to certain fuses provided by Littelfuse and incorporated in such products. The Company is currently working with its customer to investigate the cause and level of responsibility for this recall. The Company has determined pursuant to ASC 450, "Contingencies", that a loss is reasonably possible. However, the Company continues to evaluate this matter and the ultimate costs of the recall and range of the potential loss cannot be determined at this time. Accordingly, no accrual has been made yet for this matter. Factors that will impact the amount of such losses include the per vehicle cost of fuse replacement, the determination of the relative liability among the customer, the Company, and any relevant third parties, as well as actual insurance recoveries.
Environmental Remediation Liabilities
The Company's operations and facilities are subject to U.S. and non-U.S. laws and regulations governing the protection of the environment and its employees, including those governing air emissions, chemical usage, water discharges, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. The Company could incur significant costs, including cleanup costs, fines, civil or criminal sanctions, or third-party property damage or personal injury claims, in the event of violations or liabilities under these laws and regulations, or non-compliance with the environmental permits required at its facilities. Potentially significant expenditures could be required in order to comply with environmental laws that may be adopted or imposed in the future. The Company is, however, not aware of any threatened or pending material environmental investigations, lawsuits, or claims involving the Company or its operations.
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Legal Proceedings
In the ordinary course of business, the Company may be involved in a number of claims and litigation matters. While it is not feasible to predict the outcome of these matters, based upon the Company's experience and current information known, the Company does not expect the outcome of these matters, either individually or in the aggregate, to have a material adverse effect on its results of operations, financial position, and/or cash flows.
The Company accounts for litigation and claims losses in accordance with ASC 450, "Contingencies " where loss contingency provisions are recognized for probable and estimable losses at the Company's best estimate of a loss or, when a best estimate cannot be made, at its estimate of the minimum loss. These estimates require the application of considerable judgment and are refined each accounting period as additional information becomes known. If the Company is initially unable to develop a best estimate of loss, the minimum amount, which could be an immaterial amount, is recognized. As information becomes known, either the minimum loss amount is increased, or a best estimate can be made, resulting in additional loss provisions. A best estimate may be changed when events result in an expectation different than previously expected.
Pending Litigation and Claims
There were no material pending litigation or claims outstanding as of June 27, 2026.
16. Related Party Transactions
As a result of the Company’s acquisition of IXYS, the Company has equity ownership in various investments that are accounted for under the equity method. The following is a description of the investments and related party transactions.
Powersem GmbH: The Company owns 45 % of the outstanding equity of Powersem GmbH (“Powersem”), a module manufacturer based in Germany.
EB Tech Co., Ltd.: The Company owns approximately 15 % of the outstanding equity of EB Tech Co., Ltd. (“EB Tech”), a company with expertise in radiation technology based in South Korea.
Automated Technology (Phil), Inc. : The Company owns approximately 24 % of the outstanding common shares of Automated Technology (Phil), Inc. (“ATEC”), a supplier located in the Philippines that provides assembly and test services.
Three Months Ended June 27, 2026 Three Months Ended June 28, 2025
(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC
Sales to related party $ 0.4 $ — $ — $ 0.3 $ — $ —
Purchase of material/service from related party 0.4 0.1 2.8 0.6 0.5 1.4
Six Months Ended June 27, 2026 Six Months Ended June 28, 2025
(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC
Sales to related party $ 0.7 $ — $ — $ 0.6 $ — $ —
Purchase material/service from related party 0.9 0.2 5.0 1.1 0.7 3.3
June 27, 2026 December 27, 2025
(in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC
Accounts receivable balance $ 0.1 $ — $ — $ — $ — $ —
Accounts payable balance 0.2 0.1 1.2 0.1 0.1 2.1
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995 (“PSLRA”).
Certain statements in this section and other parts of this Quarterly Report on Form 10-Q may constitute "forward-looking statements" within the meaning of the federal securities laws and are entitled to the safe-harbor provisions of the PSLRA. These statements include statements regarding the Company’s future performance, as well as management's expectations, beliefs, intentions, plans, estimates or projections relating to the future. Such statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "estimates," "will," "should," "plans" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy, although not all forward-looking statements contain such terms. The Company cautions that forward-looking statements, which speak only as of the date they are made, are subject to risks, uncertainties and other factors, and actual results and outcomes may differ materially from those indicated or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, risks and uncertainties relating to general economic conditions; product demand and market acceptance; economic conditions; the impact of competitive products and pricing; product quality problems or product recalls; capacity and supply difficulties or constraints; coal mining exposures reserves; cybersecurity matters; failure of an indemnification for environmental liability; changes in import and export duty and tariff rates; exchange rate fluctuations; commodity price fluctuations; the effect of the Company's accounting policies; labor disputes and shortages; restructuring costs in excess of expectations; pension plan asset returns less than assumed; uncertainties related to political or regulatory changes; integration of acquisitions may not be achieved in a timely manner, or at all; limited realization of the expected benefits from investment and strategic plans; and other risks that may be detailed in Item 2 , “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 3 , “Quantitative and Qualitative Disclosures About Market Risk” of Part I and Item 1 , “Legal Proceedings” and Item 1A , “Risk Factors” of Part II of this Report, as well as Item 1A . "Risk Factors" and Item 7 , “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 7A , “Quantitative and Qualitative Disclosures About Market Risk” of Part II of the Company's Annual Report on Form 10-K for the year ended December 27, 2025, and the Company's other filings and submissions with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect future events or circumstances, new information or otherwise.
This report, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, should be read in conjunction with information provided in the consolidated financial statements and the related Notes thereto appearing in the Company's Annual Report on Form 10-K for the year ended December 27, 2025.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide information that is supplemental to, and should be read together with, the consolidated financial statements and the accompanying notes. Information in MD&A is intended to assist the reader in obtaining an understanding of (i) the consolidated financial statements, (ii) the changes in certain key items within those financial statements from year-to-year, (iii) the primary factors that contributed to those changes, and (iv) any changes in known trends or uncertainties that the Company is aware of and that may have a material effect on future performance. In addition, MD&A provides information about the Company’s segments and how the results of those segments impact the results of operations and financial condition as a whole.
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Executive Overview
Founded in 1927, Littelfuse is a diversified, industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 20 countries, and with approximately 18,000 global associates, we partner with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, our products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day.
The Company maintains a network of global laboratories and engineering centers that develop new products and product enhancements, provide customer application support and test products for safety, reliability, and regulatory compliance. The Company conducts its business through three reportable segments: Electronics, Transportation, and Industrial. Within these segments, the Company designs, manufactures and sells components and modules empowering a sustainable, connected, and safer world. Our products protect against electrostatic discharge, power surges, short circuits, voltage spikes and other harmful occurrences, safely and efficiently control power and improve productivity and are used to identify and detect temperature, proximity, flow speed and fluid level in various applications.
Executive Summary
For the second quarter of 2026, the Company recognized net sales of $738.8 million, an increase of $125.4 million, or 20.4% as compared to $613.4 million in the second quarter of 2025 including $35.8 million, or 5.8% of incremental net sales, from the Basler acquisition within the Industrial segment and $4.1 million, or 0.7% of favorable changes in foreign exchange rates. The remaining increase in net sales was primarily due to higher volume in the Electronics segment. The Company recognized net income of $89.4 million, or $3.49 per diluted share, in the second quarter of 2026 compared to $57.3 million, or $2.30 per diluted share, in the second quarter of 2025. The increase in net income was primarily due to higher operating income of $37.1 million from the Electronics segment driven by higher net sales and volume leverage.
Net cash provided by operating activities was $226.5 million for the six months ended June 27, 2026 compared to $148.2 million for the six months ended June 28, 2025. The increase in net cash provided by operating activities of $78.2 million was primarily due to higher cash earnings.
On March 12, 2026, the Company entered into an Amended and Restated Credit Agreement (the "Credit Agreement") to amend and restate and effect certain changes to its existing Credit Agreement, dated as of June 30, 2022 (the “Existing Credit Agreement”), including, among other changes: (i) paying off and eliminating the $300 million unsecured term loan credit facility; (ii) increasing the size of the revolver from $700 million to $800 million; and (iii) extending the maturity date to March 12, 2031 (the “Maturity Date”). As a result of entering into the Credit Agreement, the Company paid off $62.5 million of the term loan and replaced $200 million of the term loan under the Existing Credit Agreement with $200 million borrowing under the revolver under the Credit Agreement. Pursuant to the Credit Agreement, the Company may, from time to time, increase the size of the revolving credit facility or enter into one or more tranches of term loans in minimum increments of $25 million if there is no event of default and the Company is in compliance with certain financial covenants.
Other Risk
In Item 1A. " Risk factors" of the Company’s Annual Report on Form 10-K for the year ended December 27, 2025, the Company disclosed its exposure to political, economic, and other risks that arise from operating a multinational business, including effects on the global economy due to geopolitical tensions. Among those tensions, is the ongoing military conflict among the U.S., Israel, Iran and Lebanon and the related disruptions to shipping through the Strait of Hormuz, which have led to significant volatility in global energy markets and could lead to prolonged increases in crude oil and natural gas prices. Disruptions in these markets may reduce supply availability and increase material costs, including petroleum-based plastic resins, which we use in some of our products and manufacturing processes. Energy price volatility may also increase transportation and logistics costs for the Company.
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Results of Operations
The following table summarizes the Company’s unaudited condensed consolidated results of operations for the periods presented. The second quarter of 2026 included $6.9 million ($14.3 million year-to-date) of restructuring charges primarily related to employee termination costs. During the second quarter of 2026, the Company recognized fixed asset impairment charges of $13.1 million, primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, during the second quarter of 2026, the Company recognized $0.4 million ($1.5 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2026, the Company recognized a $5.4 million of purchase accounting inventory step-up adjustment related to the Basler acquisition.
The second quarter of 2025 included $2.5 million ($11.4 million year-to-date) of restructuring charges primarily related to employee termination costs. During the first quarter of 2025, the Company recognized a $0.1 million impairment charge related to certain machinery and equipment within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, during the second quarter of 2025, the Company recognized $1.5 million ($1.6 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2025, the Company recognized a $0.5 million of purchase accounting inventory step-down adjustment related to the Dortmund Fab acquisition.
Second Quarter First Six Months
(in thousands) 2026 2025 Change %
Change 2026 2025 Change %
Change
Net sales $ 738,781 $ 613,413 $ 125,368 20.4 % $ 1,395,750 $ 1,167,720 $ 228,030 19.5 %
Cost of sales 432,717 381,359 51,358 13.5 % 835,537 728,410 107,127 14.7 %
Gross profit 306,064 232,054 74,010 31.9 % 560,213 439,310 120,903 27.5 %
Operating expenses 186,340 139,276 47,064 33.8 % 339,324 276,382 62,942 22.8 %
Operating income 119,724 92,778 26,946 29.0 % 220,889 162,928 57,961 35.6 %
Income before income taxes 117,064 78,214 38,850 49.7 % 213,795 138,161 75,634 54.7 %
Income taxes 27,659 20,872 6,787 32.5 % 49,243 37,248 11,995 32.2 %
Net income 89,405 57,342 32,063 55.9 % 164,552 100,913 63,639 63.1 %
Net Sales
Net sales increased $125.4 million, or 20.4%, for the second quarter of 2026 compared to the second quarter of 2025 including $35.8 million, or 5.8% of incremental net sales from the Basler acquisition within the Industrial segment and $4.1 million, or 0.7% of favorable changes in foreign exchange rates. The remaining increase in net sales was primarily due to higher volume of $44.7 million and $26.1 million in the electronics products and semiconductor businesses within the Electronics segment, respectively, driven by higher end market demand and favorable price, and higher volume from the industrial circuit protection products within the Industrial segment.
Net sales increased $228.0 million, or 19.5%, for the first six months of 2026 compared to the first six months of 2025 including $69.0 million, or 5.9% of incremental net sales from the Basler acquisition within the Industrial segment and $21.5 million, or 1.8% of favorable changes in foreign exchange rates. The remaining increase in net sales was primarily due to higher volume of $82.8 million and $43.4 million in the electronics products and semiconductor businesses within the Electronics segment, respectively, driven by higher end market demand and favorable price, and higher volume from the industrial circuit protection products within the Industrial segment.
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Cost of Sales
Cost of sales was $432.7 million, or 58.6% of net sales, in the second quarter of 2026 compared to $381.4 million, or 62.2% of net sales, in the second quarter of 2025. The increase of $51.4 million included $20.8 million of incremental cost of sales from the Basler acquisition within the Industrial segment. The remaining increase was due to higher volume in the Electronics segment. As a percent of net sales, cost of sales decreased 3.6% primarily due to improved margin from the Electronics segment and the industrial circuit protection products business within the Industrial segment driven by volume leverage, operational execution, and favorable product mix. The improved margin was also favorably impacted by higher gross margin from the Basler acquisition.
Cost of sales was $835.5 million, or 59.9% of net sales, in the first six months of 2026 compared to $728.4 million, or 62.4% of net sales, in the first six months of 2025. The increase of $107.1 million included $45.9 million of incremental cost of sales from the Basler acquisition within the Industrial segment. The remaining increase was due to higher volume in the Electronics segment. As a percent of net sales, cost of sales decreased 2.5% primarily due to improved margin in the Electronics segment and the industrial circuit protection products business within the Industrial segment driven by volume leverage and operational execution. The improved margin was also favorably impacted by higher gross margin from the Basler acquisition, partially offset by purchase accounting inventory charges of $5.4 million, or 0.4%.
Gross Profit
Gross profit was $306.1 million, or 41.4% of net sales, in the second quarter of 2026 compared to $232.1 million, or 37.8% of net sales, in the second quarter of 2025. The increase of $74.0 million in gross profit and the improved gross margin of 3.6% were primarily due to higher volume and favorable price, operational execution, and favorable product mix from the Electronics segment and the industrial circuit protection business within the Industrial segment. Additionally, gross margin was higher due to higher gross margin from the Basler acquisition.
Gross profit was $560.2 million, or 40.1% of net sales, in the first six months of 2026 compared to $439.3 million, or 37.6% of net sales, in the first six months of 2025. The increase of $120.9 million in gross profit and the improved gross margin of 2.5% were primarily due to higher volume, operational execution, and favorable product mix from the Electronics segment and the industrial circuit protection business within the Industrial segment. Additionally, gross margin was higher due to higher gross margin from the Basler acquisition, partially offset by the purchase accounting inventory charges of $5.4 million, or 0.4%.
Operating Expenses
Operating expenses were $186.3 million, or 25.2% of net sales, for the second quarter of 2026 compared to $139.3 million, or 22.7% of net sales, for the second quarter of 2025. The increase in operating expenses of $47.1 million was primarily due to higher selling, general, and administrative expenses of $25.1 million due to higher annual incentive expenses and incremental operating expenses of $11.7 million from the Basler acquisition, and higher restructuring, impairment, and other charges of $17.5 million, which included $13.1 million of fixed asset impairment charges primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment.
Operating expenses were $339.3 million, or 24.3% of net sales, for the first six months of 2026 compared to $276.4 million, or 23.7% of net sales, for the first six months of 2025. The increase in operating expenses of $62.9 million was primarily driven by higher annual incentive expenses and incremental operating expenses of $23.5 million from the Basler acquisition, higher restructuring, impairment, and other charges of $15.9 million, which included $13.1 million of fixed asset impairment charges primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment., and higher research and development expenses of $8.3 million.
Operating Income
Operating income was $119.7 million, representing an increase of $26.9 million, or 29.0%, for the second quarter of 2026 compared to $92.8 million for the second quarter of 2025. The increase in operating income was due to higher gross profit from the Electronics segment and the industrial circuit protection products business within the Industrial segment, partially offset by higher operating expenses noted above. Operating margins increased from 15.1% in the second quarter of 2025 to 16.2% in the second quarter of 2026 due to improved gross margin from the Electronics segment and the industrial circuit protection products business within the Industrial segment driven by volume leverage, operational execution, and favorable price and product mix and incremental operating income from the Basler acquisition, partially offset by higher selling, general, and administrative expenses and restructuring, impairment, and other charges noted above.
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Operating income was $220.9 million, representing an increase of $58.0 million, or 35.6%, for the first six months of 2026 compared to $162.9 million for the first six months of 2025. The increase in operating income was due to higher gross profit from the Electronics segment, the industrial circuit protection products business within the Industrial segment, and the passenger car products business within the Transportation segment, partially offset by higher operating expenses mainly driven by the Basler acquisition noted above. Operating margins increased from 14.0% in the first six months of 2025 to 15.8% in the first six months of 2026 due to improved gross margin from the electronics products business within the Electronics segment and the industrial circuit protection products business within the Industrial segment driven by volume leverage, operational execution and favorable price and product mix, partially offset by higher selling, general, and administrative expenses, and restructuring, impairment, and other charges noted above.
Income Before Income Taxes
Income before income taxes was $117.1 million, or 15.8% of net sales, for the second quarter of 2026 compared to $78.2 million, or 12.8% of net sales, for the second quarter of 2025. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily benefited by foreign exchange gains of $0.2 million in the second quarter of 2026 compared to foreign exchange losses of $10.4 million in the second quarter of 2025.
Income before income taxes was $213.8 million, or 15.3% of net sales, for the first six months of 2026 compared to $138.2 million, or 11.8% of net sales, for the first six months of 2025. In addition to the factors impacting comparative results for operating income discussed above, income before income taxes was primarily benefited by foreign exchange gains of $2.6 million in the first six months of 2026 compared to foreign exchange losses of $15.3 million in the first six months of 2025.
Income Taxes
The effective tax rate for the three and six months ended June 27, 2026 was 23.6% and 23.0%, respectively, compared to the effective tax rate for the three and six months ended June 28, 2025 of 26.7% and 27.0%, respectively. The effective tax rate for 2026 was lower than the effective tax rate for the comparable 2025 periods primarily due to lapses in the statute of limitations for previously unrecognized tax benefits and excess tax benefits for share based compensation recognized in 2026, as well as foreign exchange losses in non-U.S. jurisdictions with no related tax benefit recognized in 2025.
The effective tax rate for the three and six months ended June 27, 2026 was higher than the statutory tax rate primarily due to losses in non-U.S. jurisdictions with no related tax benefit, partially offset by lapses in the statute of limitations for previously unrecognized tax benefits as well as excess tax benefits for share based compensation. The effective tax rate for the three and six months ended June 28, 2025 was higher than the statutory tax rate primarily due to foreign exchange losses and losses in non-U.S. jurisdictions with no related tax benefit.
Segment Results of Operations
The Company reports its operations by the following segments: Electronics, Transportation and Industrial. Segment information is described more fully in Note 14, Segment Information , of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.
The following table is a summary of the Company’s net sales and operating income by segment:
Net Sales Second Quarter First Six Months
(in thousands) 2026 2025 Change %
Change 2026 2025 Change %
Change
Electronics $ 406,420 $ 335,666 $ 70,754 21.1 % $ 769,195 $ 642,915 $ 126,280 19.6 %
Transportation 182,411 179,400 3,011 1.7 % 352,792 341,262 11,530 3.4 %
Industrial 149,950 98,347 51,603 52.5 % 273,763 183,543 90,220 49.2 %
Total $ 738,781 $ 613,413 $ 125,368 20.4 % $ 1,395,750 $ 1,167,720 $ 228,030 19.5 %
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Segment Operating Income Second Quarter First Six Months
(in thousands) 2026 2025 Change %
Change 2026 2025 Change %
Change
Electronics $ 86,916 $ 49,861 $ 37,055 74.3 % $ 157,195 $ 96,627 $ 60,568 62.7 %
Transportation 25,691 28,074 (2,383) (8.5) % 49,794 46,991 2,803 6.0 %
Industrial 27,474 18,863 8,611 45.7 % 48,235 31,937 16,298 51.0 %
Total segment operating income 140,081 96,798 43,283 255,224 175,555 79,669
Other (a)
(20,357) (4,020) (16,337) (34,335) (12,627) (21,708)
Total operating income $ 119,724 $ 92,778 $ 26,946 29.0 % $ 220,889 $ 162,928 $ 57,961 35.6 %
(a) Included in "Other" Operating income for the second quarter of 2026 was $6.9 million ($14.3 million year-to-date) of restructuring charges primarily related to employee termination costs. During the second quarter of 2026, the Company recognized fixed asset impairment charges of $13.1 million, primarily related to the announced closure and/or disposition of two manufacturing sites for the semiconductor business within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, during the second quarter of 2026, the Company recognized $0.4 million ($1.5 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2026, the Company recognized a $5.4 million of purchase accounting inventory step-up adjustment related to the Basler acquisition.
Included in "Other" Operating income for the second quarter of 2025 was $2.5 million ($11.4 million year-to-date) of restructuring charges primarily related to employee termination costs. During the first quarter of 2025, the Company recognized a $0.1 million impairment charge related to certain machinery and equipment within the Electronics segment. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, during the second quarter of 2025, the Company recognized $1.5 million ($1.6 million year-to-date) of legal and professional fees and other integration expenses related to completed and contemplated acquisitions. During the first quarter of 2025, the Company recognized a $0.5 million of purchase accounting inventory step-down adjustment related to the Dortmund Fab acquisition.
Electronics Segment
Net Sales
Net sales increased $70.8 million, or 21.1%, in the second quarter of 2026 compared to the second quarter of 2025 and included favorable changes in foreign exchange rates of $2.6 million, or 0.8%. The net sales increase was primarily due to higher volume of $44.7 million and $26.1 million in the electronics products and semiconductor businesses, respectively, driven by higher end market demand and favorable price.
Net sales increased $126.3 million, or 19.6%, in the first six months of 2026 compared to the first six months of 2025 and included favorable changes in foreign exchange rates of $13.0 million, or 2.0%. The net sales increase was primarily due to higher volume of $82.8 million and $43.4 million in the electronics products and semiconductor businesses, respectively, driven by higher end market demand and favorable price.
Operating Income
Operating income was $86.9 million, representing an increase of $37.1 million, or 74.3%, for the second quarter of 2026 compared to $49.9 million for the second quarter of 2025. The increase in operating income was primarily due to volume leverage, favorable product mix, and operational execution. Operating margins increased from 14.9% in the second quarter of 2025 to 21.4% in the second quarter of 2026 primarily due to volume leverage, operational execution and favorable price and product mix from the electronics products and the semiconductor businesses.
Operating income was $157.2 million, representing an increase of $60.6 million, or 62.7%, for the first six months of 2026 compared to $96.6 million for the first six months of 2025. The increase in operating income was primarily from the electronics products business due to volume leverage and favorable product mix. Operating margins increased from 15.0% in the first six months of 2025 to 20.4% in the first six months of 2026 primarily due to volume leverage, operational execution, and favorable price and product mix from the electronics products and the semiconductor businesses.
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Transportation Segment
Net Sales
Net sales increased $3.0 million, or 1.7%, in the second quarter of 2026 compared to the second quarter of 2025 and included favorable changes in foreign exchange rates of $1.7 million, or 1.0%. The remaining net sales increase was due to higher volume in the commercial vehicle business within the Asia region, partially offset by lower volume from the automotive sensors business driven by the strategic exit of certain lower margin products.
Net sales increased $11.5 million, or 3.4%, in the first six months of 2026 compared to the first six months of 2025 and included favorable changes in foreign exchange rates of $7.9 million, or 2.3%. The remaining net sales increase was due to higher volume in the passenger car products and the commercial vehicle businesses, partially offset by lower volume from the automotive sensors business driven by the strategic exit of certain lower margin products.
Operating Income
Operating income was $25.7 million, representing a decrease of $2.4 million, or 8.5%, for the second quarter of 2026 compared to $28.1 million for the second quarter of 2025. The decrease in operating income was primarily due to lower gross margin from the commercial vehicles business impacted by cost inflation and unfavorable product mix. Operating margins decreased from 15.6% in the second quarter of 2025 to 14.1% in the second quarter of 2026 due to lower gross margin from the commercial vehicle business.
Operating income was $49.8 million, representing an increase of $2.8 million, or 6.0%, for the first six months of 2026 compared to $47.0 million for the first six months of 2025. The increase in operating income was primarily due to higher volume from the passenger car products business driven by vehicle content growth. Operating margins increased from 13.8% in the first six months of 2025 to 14.1% in the first six months of 2026. The increase in operating margin is due to improved gross margin in the passenger car products business and operational execution.
Industrial Segment
Net Sales
Net sales increased $51.6 million, or 52.5%, in the second quarter of 2026 compared to the second quarter of 2025 including $35.8 million, or 36.4% of incremental net sales from the Basler acquisition and unfavorable changes in foreign exchange rates of $0.2 million, or 0.2%. The remaining net sales increase was from the industrial circuit protection products driven by higher volume.
Net sales increased $90.2 million, or 49.2%, in the first six months of 2026 compared to the first six months of 2025 including $69.0 million, or 37.6% of incremental net sales from the Basler acquisition and favorable changes in foreign exchange rates of $0.6 million or 0.4%. The remaining net sales increase was from the industrial circuit protection products driven by higher volume, partially offset by lower volume from industrial control and sensor products.
Operating Income
Operating income was $27.5 million, representing an increase of $8.6 million, or 45.7%, for the second quarter of 2026 compared to $18.9 million for the second quarter of 2025. The increase in operating income was due to higher gross margin from the industrial circuit protection products driven by volume leverage, operational efficiencies, favorable product mix and the incremental increases from the Basler acquisition. Operating margins decreased from 19.2% in the second quarter of 2025 to 18.3% in the second quarter of 2026 due to higher amortization expenses of $2.9 million, or 2.0% related to the Basler acquisition noted previously, partially offset by improved gross margin in the industrial circuit protection products.
Operating income was $48.2 million, representing an increase of $16.3 million, or 51.0%, for the first six months of 2026 compared to $31.9 million for the first six months of 2025. The increase in operating income was due to higher gross margin from the industrial circuit protection products driven by volume leverage, operational efficiencies, favorable product mix and the incremental increases from the Basler acquisition. Operating margins increased from 17.4% in the first six months of 2025 to 17.6% in the first six months of 2026 due to improved gross margin in the industrial circuit protection products and the Basler acquisition noted previously, partially offset by higher amortization expenses of $5.9 million, or 2.2% related to the Basler acquisition.
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Geographic Net Sales Information
Net sales by geography represent net sales to customer or distributor locations. The following table is a summary of the Company’s net sales by geography:
Second Quarter First Six Months
(in thousands) 2026 2025 Change %
Change 2026 2025 Change %
Change
Americas $ 306,987 $ 249,440 $ 57,547 23.1 % $ 568,833 $ 474,130 $ 94,703 20.0 %
Asia-Pacific 285,482 223,803 61,679 27.6 % 533,758 429,087 104,671 24.4 %
Europe 146,312 140,170 6,142 4.4 % 293,159 264,503 28,656 10.8 %
Total $ 738,781 $ 613,413 $ 125,368 20.4 % $ 1,395,750 $ 1,167,720 $ 228,030 19.5 %
Americas
Net sales increased $57.5 million, or 23.1%, in the second quarter of 2026 compared to the second quarter of 2025. The increase in net sales was primarily due to incremental net sales of $31.6 million, or 12.7% from the Basler acquisition within the Industrial segment, and higher volume from all businesses within the Electronics segment and the industrial circuit protection products within the Industrial segment.
Net sales increased $94.7 million, or 20.0%, in the first six months of 2026 compared to the first six months of 2025 and included favorable changes in foreign exchange rates of $0.8 million. The increase in net sales was primarily due to incremental net sales of $61.5 million, or 13.0% from the Basler acquisition within the Industrial segment, and higher volume from all businesses within the Electronics segment and the industrial circuit protection products within the Industrial segment, partially offset by lower volume from the industrial control and sensor products within the Industrial segment and the commercial vehicle business within the Transportation segment.
Asia-Pacific