What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-04-30 · 63 added, 51 removed, 160 unchanged (42% of the section changed)

7 unchanged sentences

• Generate free cash flow margin approaching 10%;

• Execute a disciplined capital allocation strategy with long-term net leverage around 1.5x;

• Execute a disciplined capital allocation strategy;

• Realize annual Adjusted EPS growth of 10% to 12%.

9 unchanged sentences

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

Approximately 41% of our consolidated revenues during the quarter ended March 29, 2026 were to customers outside of the U.S.

Approximately 43% of our consolidated revenues during the quarter ended June 28, 2026 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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Court of International Trade Court issued an additional ruling stating importers that paid tariffs under IEEPA are due refunds.

While we have paid tariffs on certain imported products and materials that were subject to these IEEPA‑based duties, the nature, timing, and extent of any refunds are uncertain as of the date of this filing.

Based on a loss recovery model, we evaluated the probability of collecting tariff refunds and during the three months ended June 28, 2026, recorded as a reduction to cost of sales tariff refunds of $13.6 million that related to IEEPA tariffs incurred on certain 2025 transactions.

We also recorded tariff refunds of $7.9 million, net of estimated customer refunds, that related to IEEPA tariffs incurred on certain 2026 transactions such that the net impact of IEEPA tariffs on these transactions in 2026 is zero.

Our results have also been impacted by new tariffs enacted during 2026, such as those implemented under Section 122 of the Trade Act of 1974.

Realignment of Organization Structure

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This new organizational structure enables us to drive our solutions transformation within key verticals, leveraging our combined offerings to solve customers' most pressing problems.

Acquisition and Term Loan Credit Facility

On July 1, 2026, we acquired certain entities that comprise RUCKUS for approximately $1.9 billion.

To fund the purchase of RUCKUS, we entered into a Term Loan Credit Facility on July 1, 2026.

The Term Loan Credit Facility bears interest either, at the Company’s election, at term SOFR plus 2.25% or a base rate plus 1.25% per annum.

The Term Loan Credit Facility amortizes 0.25% per quarter and matures on July 1, 2033.

RUCKUS, based in California, provides wireless networks for enterprises and service providers.

We are in the preliminary phase of the purchase accounting process, including obtaining third party valuations of certain tangible and intangible assets acquired.

As such, we cannot provide the estimated fair value of the assets and liabilities acquired for this business combination at this time.

Senior Subordinated Notes Issuance and Redemption

During the three months ended March 29, 2026 , we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes due 2033 (the 2033 Notes), which are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

During the six months ended June 28, 2026 , we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes due 2033 (the 2033 Notes), which are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

The 2033 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2028, and interest is payable semiannually on February 1 and August 1 of each year, beginning August 1, 2026.

1 unchanged sentence

Share Repurchase Program

During the three months ended March 29, 2026 , we repurchased 0.3 million shares of our common stock for an aggregate cost of $30.4 million at an average price per share of $117.05.

On April 29, 2026, in our fiscal second quarter, we entered into a definitive agreement to acquire Ruckus for approximately $1.846 billion, which we expect to fund through additional debt.

Ruckus, based in California, provides wireless networks for enterprises and service providers.

The acquisition of Ruckus is expected to close in the second half of 2026.

During the six months ended June 28, 2026 , we repurchased 0.3 million shares of our common stock for an aggregate cost of $30.4 million at an average price per share of $117.05.

Off-Balance Sheet Arrangements

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Critical Accounting Policies

During the three months ended March 29, 2026:

During the six months ended June 28, 2026:

• We did not change any of our existing critical accounting policies from those listed in our 2025 Annual Report on Form 10-K;

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Consolidated Income before Taxes

Three Months Ended % Change

March 29, 2026 March 30, 2025

Three Months Ended % Change Six Months Ended % Change

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

(In thousands, except percentages)

7 unchanged sentences

Non-operating pension cost (456) (364) 25.3 % (912) (805) 13.3 %

Loss on debt extinguishment (1,273) — n/a

Loss on debt extinguishment — — n/a (1,273) — n/a

Income before taxes 85,205 66,672 27.8 % 147,976 128,753 14.9 %

Revenues increased $71.5 million in the three months ended March 29, 2026 from the comparable period of 2025 due to the following factors:

• Higher sales volume contributed $42.4 million in revenues.

• Copper pass-through pricing had a $15.4 million favorable impact on revenues.

• Currency translation had a $13.7 million favorable impact on revenues.

Gross profit increased $12.2 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the increases in revenues discussed above.

Selling, general and administrative expenses increased $7.1 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to higher selling expenses consistent with the increase in revenues, currency translation, and strategic investments.

Research and development expenses increased $1.7 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to strategic investments.

Amortization of intangibles decreased $1.9 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to certain intangible assets becoming fully amortized.

Operating income increased $5.3 million in the three months ended March 29, 2026 from the comparable period of 2025 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 $3.4 million in the three months ended March 29, 2026 due to the debt refinancing in 2026 and currency translation.

During the three months ended March 29, 2026, we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes (the 2033 Notes) and repurchased the 3.375% Senior Subordinated Notes (the 2027 Notes) for cash consideration of €450.0 million.

We incurred a loss on debt extinguishment of $1.3 million in the three months ended March 29, 2026 due to the write-off of unamortized debt issuance costs associated with the 2027 Notes repurchased for cash consideration of €450.0 million ($535.9 million) during the quarter.

Income before taxes increased $0.7 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the changes in operating income and interest expense discussed above.

Three Months Ended % Change

March 29, 2026 March 30, 2025

Revenues increased $78.2 million and $149.7 million in the three and six months ended June 28, 2026 from the comparable periods of 2025 due to the following factors:

• Higher sales volume and favorable pricing contributed $51.9 million and $94.3 million in revenues, respectively.

• Copper pass-through pricing had a $23.0 million and $38.4 million favorable impact on revenues, respectively.

• Currency translation had a $3.3 million and $17.0 million favorable impact on revenues, respectively.

Gross profit increased $35.1 million and $47.3 million in the three and six months ended June 28, 2026, respectively, from the comparable periods of 2025 primarily due to the increases in revenues and tariff refunds recorded as discussed above.

Selling, general and administrative expenses increased $15.9 million and $23.0 million in the three and six months ended June 28, 2026, respectively, from the comparable periods of 2025 primarily due to higher selling expenses consistent with the increase in revenues, currency translation, and strategic investments.

Research and development expenses remained relatively flat decreasing only $2.2 million and $0.6 million in the three and six months ended June 28, 2026, respectively, from the comparable periods of 2025.

Amortization of intangibles remained relatively flat increasing $1.4 million and decreasing $0.5 million in the three and six months ended June 28, 2026, respectively, from the comparable periods of 2025.

Operating income increased $20.0 million and $25.4 million in the three and six months ended June 28, 2026, respectively, from the comparable periods of 2025 primarily due to the increase in revenues and gross profit, partially offset by the increase in selling, general and administrative expenses discussed above.

Net interest expense increased $1.4 million and $4.8 million in the three and six months ended June 28, 2026, respectively, due to the debt refinancing in 2026 and currency translation.

During the six months ended June 28, 2026, we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes (the 2033 Notes) and repurchased the 3.375% Senior Subordinated Notes (the 2027 Notes) for cash consideration of €450.0 million.

We incurred a loss on debt extinguishment of $1.3 million in the six months ended June 28, 2026 due to the write-off of unamortized debt issuance costs associated with the 2027 Notes repurchased for cash consideration of €450.0 million ($535.9 million) during the quarter.

Income before taxes increased $18.5 million and $19.2 million in the three and six months ended June 28, 2026, respectively, from the comparable periods of 2025 primarily due to the changes in operating income and interest expense discussed above.

Three Months Ended % Change Six Months Ended % Change

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

(In thousands, except percentages)

2 unchanged sentences

Effective tax rate 19.6 % 8.5 % 19.2 % 12.3 %

For the three months ended March 29, 2026, we recognized income tax expense of $11.7 million representing an effective tax rate of 18.7%.

For the three and six months ended June 28, 2026, we recognized income tax expense of $16.7 million and $28.4 million, representing effective tax rates of 19.6% and 19.2%, respectively.

The effective tax rates were primarily impacted by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits.

On July 4, 2025, the One Big Beautiful Bill Act (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.

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.

We have included the impact of international tax changes effective from January 1, 2026 and continue to evaluate the impact of the act on our consolidated financial statements and disclosures.

The increase in effective tax rate for the three months ended March 29, 2026 compared with the effective tax rate for the three months ended March 30, 2025 is mainly due to the tax benefit related to the impact of audit settlements for the three months ended March 31, 2025.

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 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.

Consolidated Adjusted EBITDA

Three Months Ended % Change

March 29, 2026 March 30, 2025

Three Months Ended % Change Six Months Ended % Change

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

(In thousands, except percentages)

2 unchanged sentences

as a percent of revenues 19.5 % 17.0 % 18.2 % 16.8 %

Adjusted EBITDA increased $14.1 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the increase in revenues discussed above, partially offset by an increase in operating expenses.

Accordingly, Adjusted EBITDA margins expanded 40 basis points to 17.0%.

Adjusted EBITDA increased $31.8 million and $45.9 million in the three and six months ended June 28, 2026, respectively, from the comparable periods of 2025 primarily due to the increase in revenues and tariff refunds recorded as discussed above, partially offset by an increase in operating expenses.

Accordingly, Adjusted EBITDA margins expanded 250 and 140 basis points, respectively.

Use of Non-GAAP Financial Information

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

Three Months Ended

March 29, 2026 March 30, 2025

Three Months Ended Six Months Ended

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

(In thousands, except percentages)

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(1) Includes costs associated with acquisitions and manufacturing footprint actions.

(2) Adjustments related to acquisitions and divestitures include fair value adjustments of acquired assets and a non-recurring gain related to an equity method investment.

(2) Includes fair value adjustments of acquired assets and costs associated with a former subsidiary that was previously divested.

Liquidity and Capital Resources

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We expect our operating activities to generate cash in 2026 and believe our sources of liquidity are sufficient to fund current working capital requirements, capital expenditures, contributions to our retirement plans, share repurchases, senior subordinated note repurchases, quarterly dividend payments, and our short-term operating strategies.

However, we may require external financing in the event we complete a significant acquisition.

However, we may require external financing in the event we complete a significant acquisition similar to funding the RUCKUS acquisition with a Term Loan Credit Facility.

Our ability to continue to fund our future needs from business operations could be affected by many factors, including, but not limited to:

1 unchanged sentence

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

Three Months Ended

March 29, 2026 March 30, 2025

Six Months Ended

June 28, 2026 June 29, 2025

(In thousands)

7 unchanged sentences

Cash and cash equivalents, end of period $ 348,655 $ 301,486

Net cash used for operating activities was $18.7 million in the three months ended March 29, 2026 compared to a source of cash of $7.4 million in the year ago period.

Operating cash flows decreased $26.1 million compared to the year ago period due to unfavorable changes in operating assets and liabilities.

Growth in receivables contributed to higher cash usage in 2026 as compared to 2025 due to the increase in days sales outstanding from 60 days in Q1 2025 to 63 days in Q1 2026.

Net cash used for investing activities totaled $44.4 million in the three months ended March 29, 2026 compared to $24.2 million in the year ago period.

Investing activities for the three months ended March 29, 2026 included capital expenditures of $44.4 million.

Investing activities for the three months ended March 30, 2025 included capital expenditures of $32.2 million, partially offset by cash from business acquisitions and asset sales of $7.9 million and $0.1 million, respectively.

Net cash used for financing activities totaled $53.1 million for the three months ended March 29, 2026 compared to $96.8 million in the year ago period.

Financing activities for the three months ended March 29, 2026 included $535.9 million of payments under borrowing arrangements, $30.4 million of payments under our share repurchase program, $17.7 million of payments related to share based compensation activities, $8.6 million of debt issuance cost payments, $2.0 million of cash dividend payments, and $0.5 million of financing lease payments, partially offset by $537.3 million and $4.7 million of borrowings under credit arrangements and proceeds from the issuance of common stock under our Employee Stock Purchase Plan, respectively.

Financing activities for the three months ended March 30, 2025 included payments under our share repurchase program of $84.5 million, payments related to share based compensation activities of $13.7 million, cash dividend payments of $2.0 million, financing lease payments of $0.4 million, and proceeds from the issuance of common stock of $3.8 million.

Our cash and cash equivalents balance was $272.2 million as of March 29, 2026.

Net cash provided by operating activities was $110.6 million in the six months ended June 28, 2026 compared to $89.5 million in the year ago period.

Operating cash flows increased $21.1 million compared to the year ago period due to an increase in earnings and net favorable changes in operating assets and liabilities.

Net cash used for investing activities totaled $85.0 million in the six months ended June 28, 2026 compared to $49.3 million in the year ago period.

Investing activities for the six months ended June 28, 2026 included capital expenditures of $85.1 million.

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.

Net cash used for financing activities totaled $63.7 million for the six months ended June 28, 2026 compared to $116.2 million in the year ago period.

Financing activities for the six months ended June 28, 2026 included $535.9 million of payments under borrowing arrangements, $31.8 million of payments under our share repurchase program, $18.5 million of payments related to share based compensation activities, $14.6 million of debt issuance cost payments, $3.9 million of cash dividend payments, and $1.0 million of financing lease payments, partially offset by $537.3 million and $4.7 million of borrowings under credit arrangements and proceeds from the issuance of common stock under our Employee Stock Purchase Plan, respectively.

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

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 under our Employee Stock Purchase Plan of $50.0 million and $3.8 million, respectively.

Our cash and cash equivalents balance was $348.7 million as of June 28, 2026.

Of the total cash balance, $206.2 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 March 29, 2026 consisted of $1,273.3 million of senior subordinated notes.

Our outstanding debt obligations as of June 28, 2026 consisted of $1,248.5 million of senior subordinated notes.

Additional discussion regarding our various borrowing arrangements is included in Note 8 to the Condensed Consolidated Financial Statements.

6 unchanged sentences

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