What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-31 · 64 added, 60 removed, 162 unchanged (43% of the section changed)

20 unchanged sentences

dollar weakens against foreign currencies, our revenues and earnings are positively impacted.

Approximately 43% of our consolidated revenues during the quarter ended June 29, 2025 were to customers outside of the U.S.

Approximately 43% of our consolidated revenues during the quarter ended September 28, 2025 were to customers outside of the U.S.

In addition to the translation impact described above, currency rate fluctuations have an economic impact on our financial results.

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To the extent that we exceed the market growth rates, we consider it to be the result of capturing market share.

Borrowings on Revolver

During the three months ended June 29, 2025 , we borrowed $50.0 million under our revolver for general business purposes, and then subsequently repaid the entire $50.0 million during the quarter.

Revolver Refinancing

During the three months ended September 28, 2025 , we refinanced the Revolver extending the maturity date to July 18, 2030 and increasing the borrowing capacity from $300.0 million to $400.0 million.

We recognized a loss of $0.1 million when we refinanced the Revolver and paid approximately $3.2 million of fees, which are being amortized over the remaining term of the Revolver.

Share Repurchase Program

During the six months ended June 29, 2025 , we repurchased 1.0 million shares of our common stock for an aggregate cost of $100.0 million at an average price per share of $103.76.

During the nine months ended September 28, 2025 , we repurchased 1.4 million shares of our common stock for an aggregate cost of $150.0 million at an average price per share of $111.06.

Off-Balance Sheet Arrangements

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Critical Accounting Policies

During the six months ended June 29, 2025:

During the nine months ended September 28, 2025:

• We did not change any of our existing critical accounting policies from those listed in our 2024 Annual Report on Form 10-K;

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Consolidated Income before Taxes

Three Months Ended % Change Six Months Ended % Change

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended % Change Nine Months Ended % Change

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

(In thousands, except percentages)

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Non-operating pension benefit (cost) (398) 286 (239.2) % (1,203) 747 (261.0) %

Loss related to revolver refinancing (76) — n/a (76) — n/a

Income before taxes 64,252 64,780 (0.8) % 193,005 170,574 13.2 %

Revenues increased $67.7 million and $156.8 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024 due to the following factors:

Revenues increased $43.3 million and $200.1 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 due to the following factors:

• Higher sales volume contributed $28.4 million and $119.9 million in revenues, respectively.

• Acquisitions contributed $27.5 million and $54.2 million in revenues, respectively.

• Copper pass-through pricing had a $9.7 million and $23.1 million favorable impact on revenues, respectively.

• Currency translation had a $4.6 million favorable and $2.3 million unfavorable impact on revenues, respectively.

Gross profit increased $31.8 million and $76.0 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024 primarily due to the increases in revenues discussed above.

• Currency translation had a $6.8 million and $4.5 million favorable impact on revenues, respectively.

• Acquisitions had a $0.4 million and $54.6 million favorable impact on revenues, respectively.

• Divestitures had a $2.0 million and $2.0 million unfavorable impact on revenues, respectively.

Gross profit increased $19.2 million and $95.2 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the increases in revenues discussed above.

Gross profit margins were robust, expanding 40 basis points and 100 basis points from 37.3% to 37.7% and 37.5% to 38.5%, respectively.

Selling, general and administrative expenses increased $12.4 million and $33.2 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024 primarily due to expenses from the operations of companies acquired in 2024.

Research and development expenses increased $5.5 million and $6.9 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024 primarily due to strategic investments.

Amortization of intangibles increased $3.5 million and $6.0 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024 primarily due to acquisitions.

Operating income increased $10.3 million and $29.9 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024 primarily due to the increase in revenues, partially offset by the increase in selling, general and administrative expenses and research and development expenses discussed above.

Net interest expense increased $3.2 million and $5.7 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024 due to fluctuations in interest income and foreign currency translation.

Income before taxes increased $6.5 million and $23.0 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024 primarily due to the changes in operating income discussed above.

Three Months Ended % Change Six Months Ended % Change

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Selling, general and administrative expenses increased $12.4 million and $45.6 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to expenses from the operations of companies acquired in 2024 and strategic investments.

Research and development expenses increased $5.9 million and $12.8 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to strategic investments.

Amortization of intangibles decreased $0.1 million and increased $5.9 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to certain intangible assets becoming fully amortized and acquisitions, respectively.

Operating income increased $0.9 million and $30.9 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the increase in revenues, partially offset by the increase in selling, general and administrative expenses and research and development expenses discussed above.

Net interest expense increased $0.7 million and $6.4 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 due to fluctuations in interest income and foreign currency translation.

Income before taxes decreased $0.5 million and increased $22.4 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the changes in operating income and interest expense discussed above.

Three Months Ended % Change Nine Months Ended % Change

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

(In thousands, except percentages)

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Effective tax rate 11.8 % 17.1 % 12.1 % 17.9 %

For the three and six months ended June 29, 2025, we recognized income tax expense of $5.7 million and $15.8 million, respectively, representing effective tax rates of 8.5% and 12.3%, respectively.

The effective tax rates for both periods were primarily impacted by the release of an uncertain tax position reserve related to certain foreign tax credits and by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits.

On July 4, 2025, the OBBBA was enacted, which includes permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes.

For the three and nine months ended September 28, 2025, we recognized income tax expense of $7.6 million and $23.4 million, respectively, representing effective tax rates of 11.8% and 12.1%, respectively.

The effective tax rates for both periods were primarily impacted by the release of uncertain tax position reserves related to tax credits, the results of tax audits, and by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits.

On July 4, 2025, the OBBBA was enacted, which includes international tax changes, permanent extensions of most expiring Tax Cuts and Jobs Act provisions, and changes in the treatment of research and development and amortization expense deductions.

As a result, during the three and nine months ended September 28, 2025, we recorded a corresponding adjustment to deferred taxes and taxes payable.

We are still evaluating the potential impacts of the act on our consolidated financial statements and disclosures.

Consolidated Adjusted EBITDA

Three Months Ended % Change Six Months Ended % Change

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended % Change Nine Months Ended % Change

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

(In thousands, except percentages)

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as a percent of revenues 17.0 % 17.2 % 16.9 % 16.5 %

Adjusted EBITDA increased $14.7 million and $33.9 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024 primarily due to the increases in revenues discussed above and favorable mix, partially offset by an increase in incentive compensation and strategic investments.

Accordingly, adjusted EBITDA margins expanded 50 basis points and 60 basis points to 17.0% and 16.8%, respectively.

Adjusted EBITDA increased $6.1 million and $40.0 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the increases in revenues discussed above and favorable mix, partially offset by an increase in strategic investments.

Use of Non-GAAP Financial Information

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amortization of intangible assets;

gains (losses) on debt extinguishment;

gains (losses) related to revolver refinancing;

certain gains (losses) from patent settlements;

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The following tables reconcile our GAAP results to our non-GAAP financial measures:

Three Months Ended Six Months Ended

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

(In thousands, except percentages)

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Severance, restructuring, and acquisition integration costs (1) 9,178 5,263 13,715 13,468

Loss related to revolver refinancing 76 — 76 —

Amortization of software development intangible assets 3,072 2,678 8,628 7,855

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Smart Infrastructure Solutions

Three Months Ended % Change Six Months Ended % Change

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended % Change Nine Months Ended % Change

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

(In thousands, except percentages)

2 unchanged sentences

as a percent of segment revenues 12.6 % 12.7 % 11.9 % 11.9 %

Smart Infrastructure Solutions revenues increased $35.5 million and $75.5 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024.

The increase in revenues in the three months ended June 29, 2025 was primarily due to acquisitions, increases in volume, favorable currency translation, and higher copper pass-through pricing of $27.2 million, $6.6 million, $0.9 million, and $0.8 million, respectively.

The increase in revenues in the six months ended June 29, 2025 was primarily due to acquisitions, increases in volume, and higher copper pass-through pricing of $53.4 million, $19.8 million, and $3.8 million, respectively, partially offset by unfavorable currency translation of $1.5 million.

Smart Infrastructure Solutions EBITDA increased $4.8 million and $10.1 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024 primarily due to the the increase in revenues discussed above and favorable mix, partially offset by an increase in incentive compensation and strategic investments.

Accordingly, adjusted EBITDA margins expanded 20 basis points and 30 basis points to 11.8% and 11.6%, respectively.

Smart Infrastructure Solutions revenues decreased $2.7 million and increased $72.8 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024.

The decrease in revenues in the three months ended September 28, 2025 was primarily due to a decline in volume and a divestiture of $4.1 million and $2.0 million, respectively, partially offset by favorable currency translation and higher copper pass-through pricing of $1.7 million and $1.7 million, respectively.

The increase in revenues in the nine months ended September 28, 2025 was primarily due to acquisitions, increases in volume, higher copper pass-through pricing, and favorable currency translation of $51.4 million, $15.7 million, $5.5 million, and $0.2 million, respectively.

Smart Infrastructure Solutions EBITDA decreased $0.6 million and increased $9.5 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the changes in revenues discussed above.

Automation Solutions

Three Months Ended % Change Six Months Ended % Change

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Three Months Ended % Change Nine Months Ended % Change

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

(In thousands, except percentages)

2 unchanged sentences

as a percent of segment revenues 20.8 % 21.4 % 21.0 % 20.4 %

Automation Solutions revenues increased $32.1 million and $81.3 million in the three and six months ended June 29, 2025, respectively, from the comparable periods of 2024.

The increase in revenues in the three months ended June 29, 2025 was primarily due to increases in volume, favorable currency translation, higher copper pass-through pricing, and acquisitions of $25.1 million, $3.7 million, $3.0 million, and $0.3 million, respectively.

The increase in revenues in the six months ended June 29, 2025 was primarily due to increases in volume, higher copper pass-through pricing, and acquisitions of $71.7 million, $9.6 million, and $0.8 million, respectively, partially offset by unfavorable currency translation of $0.8 million.

Automation Solutions EBITDA increased $10.5 million and $25.1 million in the three and six months ended June 29, 2025 from the comparable periods of 2024 primarily as a result of the increase in revenues discussed above and favorable mix, partially offset by an increase in incentive compensation and strategic investments.

Accordingly, adjusted EBITDA margins expanded 110 basis points and 120 basis points to 21.4% and 21.1%, respectively.

Automation Solutions revenues increased $46.0 million and $127.4 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024.

The increase in revenues in the three months ended September 28, 2025 was primarily due to increases in volume, higher copper pass-through pricing, favorable currency translation, and acquisitions of $32.5 million, $8.0 million, $5.1 million, and $0.4 million, respectively.

The increase in revenues in the nine months ended September 28, 2025 was primarily due to increases in volume, higher copper pass-through pricing, favorable currency translation, and acquisitions of $104.2 million, $17.6 million, $4.3 million, and $1.3 million, respectively.

Automation Solutions EBITDA increased $7.5 million and $32.6 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily as a result of the increase in revenues discussed above, partially offset by an increase in strategic investments.

Liquidity and Capital Resources

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The following table is derived from our Condensed Consolidated Cash Flow Statements:

Six Months Ended

June 29, 2025 June 30, 2024

Nine Months Ended

September 28, 2025 September 29, 2024

(In thousands)

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Cash and cash equivalents, end of period $ 314,257 $ 322,982

Net cash provided by operating activities totaled $89.5 million in the six months ended June 29, 2025 compared to $85.7 million in the year ago period due to an increase in earnings, partially offset by unfavorable changes in operating assets and liabilities.

Net cash used for investing activities totaled $49.3 million in the six months ended June 29, 2025 compared to $45.7 million in the year ago period.

Investing activities for the six months ended June 29, 2025 included capital expenditures of $57.4 million, partially offset by cash from business acquisitions and asset sales of $7.9 million and $0.1 million, respectively.

Investing activities for the six months ended June 30, 2024 included capital expenditures of $46.2 million, partially offset by asset sales of $0.5 million.

Net cash used for financing activities totaled $116.2 million for the six months ended June 29, 2025 compared to $67.4 million in the year ago period.

Financing activities for the six months ended June 29, 2025 included payments under our share repurchase program, including excise tax of $100.9 million;

payments on our revolving credit facility of $50.0 million;

payments related to share based compensation activities of $14.2 million;

cash dividend payments of $4.0 million;

and financing lease payments of $0.9 million;

partially offset by borrowings on our revolving credit facility and proceeds from the issuance of common stock of $50.0 million and $3.8 million, respectively.

Financing activities for the six months ended June 30, 2024 included payments under our share repurchase program of $57.9 million, payments related to share based compensation activities of $8.1 million, cash dividend payments of $4.1 million, financing lease payments of $0.4 million, and proceeds from the issuance of common stock of $3.1 million.

Our cash and cash equivalents balance was $301.5 million as of June 29, 2025.

Net cash provided by operating activities increased to $194.5 million in the nine months ended September 28, 2025 from $177.4 million in the year ago period due to an increase in earnings, partially offset by unfavorable changes in operating assets and liabilities.

Net cash used for investing activities totaled $89.1 million in the nine months ended September 28, 2025 compared to $366.2 million in the year ago period.

Investing activities for the nine months ended September 28, 2025 included capital expenditures of $97.0 million, partially offset by cash from business acquisitions and asset sales of $7.7 million and $0.2 million, respectively.

Investing activities for the nine months ended September 29, 2024 included cash from business acquisitions of $295.5 million and capital expenditures of $70.8 million, partially offset by asset sales of $0.1 million.

The increase in capital expenditures is attributable to our continued investment in capitalized software and the expansion of manufacturing facilities.

Net cash used for financing activities totaled $170.4 million for the nine months ended September 28, 2025 compared to $84.8 million in the year ago period.

Financing activities for the nine months ended September 28, 2025 included $151.0 million of payments under our share repurchase program, including excise tax;

$50.0 million of payments on our revolving credit facility;

$20.5 million of payments related to share based compensation activities;

$6.0 million of cash dividend payments;

$3.2 million of debt issuance cost payments;

and $1.3 million of financing lease payments;

partially offset by $50.0 million and $11.6 million of borrowings on our revolving credit facility and proceeds from the issuance of common stock under our Employee Stock Purchase Plan, respectively.

Financing activities for the nine months ended September 29, 2024 included $77.9 million of payments under our share repurchase program, $8.9 million of payments related to share based compensation activities, $6.2 million of cash dividend payments, and $0.7 million of financing lease payments, partially offset by $8.9 million of proceeds from the issuance of common stock under our Employee Stock Purchase Plan.

Our cash and cash equivalents balance was $314.3 million as of September 28, 2025.

Of the total cash balance, $204.2 million was held outside of the U.S.

6 unchanged sentences

tax rules and regulations as a result of the repatriation.

Our outstanding debt obligations as of June 29, 2025 consisted of $1,278.8 million of senior subordinated notes.

Additional discussion regarding our various borrowing arrangements is included in Notes 10 and 16 to the Condensed Consolidated Financial Statements.

Our outstanding debt obligations as of September 28, 2025 consisted of $1,291.3 million of senior subordinated notes.

Additional discussion regarding our various borrowing arrangements is included in Note 10 to the Condensed Consolidated Financial Statements.

Forward-Looking Statements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis