HEICO CORP

Previous wording

Our critical accounting policies, which require management to make judgments about matters that are inherently uncertain, are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended October 31, 2025. There have been no material changes to our critical accounting policies during the three months ended January 31, 2026.

Current wording

Our critical accounting policies, which require management to make judgments about matters that are inherently uncertain, are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended October 31, 2025. There have been no material changes to our critical accounting policies during the six months ended April 30, 2026.

Previous wording

Our results of operations for the three months ended January 31, 2026 have been affected by the fiscal 2025 acquisitions as further detailed in Note 2, Acquisitions, of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended October 31, 2025 and the fiscal 2026 acquisition as further detailed in Note 2, Acquisition, of the Notes to the Condensed Consolidated Financial Statements of this quarterly report.

Current wording

Our results of operations for the six and three months ended April 30, 2026 have been affected by the fiscal 2025 acquisitions as further detailed in Note 2, Acquisitions, of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended October 31, 2025 and the fiscal 2026 acquisitions as further detailed in Note 2, Acquisitions, of the Notes to the Condensed Consolidated Financial Statements of this quarterly report.

Previous wording

Comparison of First Quarter of Fiscal 2026 to First Quarter of Fiscal 2025

Current wording

Comparison of First Six Months of Fiscal 2026 to First Six Months of Fiscal 2025

Previous wording

Our consolidated gross profit margin was 38.6% in the first quarter of fiscal 2026, as compared to 39.4% in the first quarter of fiscal 2025, principally reflecting a decrease of 3.2% in the ETG's gross profit margin, partially offset by a .4% increase in the FSG's gross profit margin. The decrease in the ETG's gross profit margin principally reflects a less favorable product mix of defense products and the previously mentioned decrease in net sales of space products, partially offset by the previously mentioned increase in net sales of aerospace products. The increase in the FSG's gross profit margin principally reflects the previously mentioned higher net sales and a more favorable product mix within our repair and overhaul parts and services product line. Total new product research and development expenses included within our consolidated cost of sales were $31.9 million in the first quarter of fiscal 2026, up from $27.6 million in the first quarter of fiscal 2025.

Current wording

Our consolidated gross profit margin improved to 40.1% in the first six months of fiscal 2026, up from 39.6% in the first six months of fiscal 2025, principally reflecting a .6% increase in the FSG’s gross profit margin. The increase in the FSG's gross profit margin principally reflects a more favorable product mix within its aftermarket replacement parts product line. Total new product research and development expenses included within our consolidated cost of sales were $68.4 million in the first six months of fiscal 2026, up from $56.3 million in the first six months of fiscal 2025.

Previous wording

Our consolidated selling, general and administrative ("SG&A") expenses were $195.1 million in the first quarter of fiscal 2026, as compared to $178.9 million in the first quarter of fiscal 2025. The increase in consolidated SG&A expenses principally reflects $7.5 million attributable to our fiscal 2025 and 2026 acquisitions and costs incurred to support the previously mentioned net sales growth resulting in increases of $5.3 million and $3.4 million in selling expenses and general and administrative expenses, respectively.

Current wording

Our consolidated selling, general and administrative ("SG&A") expenses were $414.2 million in the first six months of fiscal 2026, as compared to $368.5 million in the first six months of fiscal 2025. The increase in consolidated SG&A expenses reflects $19.3 million attributable to our fiscal 2025 and 2026 acquisitions, an $11.3 million increase in share-based compensation expense, and costs incurred to support the previously mentioned net sales growth, which resulted in increases of $11.8 million and $3.2 million in other selling expenses and other general and administrative expenses, respectively.

Previous wording

consolidated SG&A expenses as a percentage of net sales principally reflects efficiencies realized from the previously mentioned net sales growth.

Current wording

Our consolidated SG&A expenses as a percentage of net sales improved to 16.2% in the first six months of fiscal 2026, down from 17.3% in the first six months of fiscal 2025. The decrease in consolidated SG&A expenses as a percentage of net sales principally reflects efficiencies realized from the previously mentioned net sales growth.

Previous wording

Our consolidated operating income as a percentage of net sales improved to 22.1% in the first quarter of fiscal 2026, up from 22.0% in the first quarter of fiscal 2025. The increase in consolidated operating income as a percentage of net sales principally reflects an increase in the FSG’s operating income as a percentage of net sales to 24.5% in the first quarter of fiscal 2026, up from 23.3% in the first quarter of fiscal 2025, partially offset by a decrease in the ETG's operating income as a percentage of net sales to 19.8% in the first quarter of fiscal 2026, down from 23.1% in the first quarter of fiscal 2025. The increase in the FSG's operating income as a percentage of net sales principally reflects a .8% impact from a decrease in SG&A expenses as a percentage of net sales, mainly reflecting the previously mentioned SG&A expense efficiencies and the previously mentioned improved gross profit margin. The decrease in the ETG's operating income as a percentage of net sales principally reflects the previously mentioned lower gross profit margin.

Current wording

Our consolidated operating income as a percentage of net sales improved to 23.9% in the first six months of fiscal 2026, up from 22.3% in the first six months of fiscal 2025. The increase in consolidated operating income as a percentage of net sales principally reflects an increase in the FSG’s operating income as a percentage of net sales to 25.4% in the first six months of fiscal 2026, up from 23.7% in the first six months of fiscal 2025, and an increase in the ETG's operating income as a percentage of net sales to 23.5% in the first six months of fiscal 2026, up from 23.0% in the first six months of fiscal 2025. The increase in the FSG's operating income as a percentage of net sales reflects a 1.1% impact from a decrease in SG&A expenses as a percentage of net sales, mainly due to the previously mentioned SG&A expense efficiencies and the previously mentioned improved gross profit margin. The increase in the ETG's operating income as a percentage of net sales principally reflects the previously mentioned SG&A expense efficiencies.

Previous wording

Interest expense decreased to $29.5 million in the first quarter of fiscal 2026, down from $32.5 million in the first quarter of fiscal 2025. The decrease in interest expense was principally due to a lower weighted-average interest rate on borrowings outstanding under our revolving credit facility and a decrease in the amount of outstanding debt.

Current wording

Interest expense decreased to $63.6 million in the first six months of fiscal 2026, down from $65.3 million in the first six months of fiscal 2025. The decrease in interest expense was principally due to a lower weighted-average interest rate on outstanding borrowings under our revolving credit facility, partially offset by an increase in the amount of debt outstanding.

Previous wording

Our effective tax rate was 11.5% in the first quarter of fiscal 2026, as compared to 7.0% in the first quarter of fiscal 2025. The increase in our effective tax rate principally reflects a smaller tax benefit from stock option exercises recognized in the first quarter of fiscal 2026. We

Current wording

Our effective tax rate was 17.1% in the first six months of fiscal 2026, as compared to 14.4% in the first six months of fiscal 2025. The increase in our effective tax rate principally reflects a smaller tax benefit from stock option exercises recognized in the first quarter of fiscal 2026. We recognized a discrete tax benefit from stock option exercises in the first quarter of fiscal 2026 and 2025 of $22.3 million and $27.2 million, respectively.

Previous wording

Our consolidated net sales in the first quarter of fiscal 2026 increased by 14% to $1,178.6 million, up from net sales of $1,030.2 million in the first quarter of fiscal 2025. The increase in consolidated net sales principally reflects an increase of $106.8 million (a 15% increase) to $820.0 million in net sales of the FSG and an increase of $40.4 million (a 12% increase) to $370.7 million in net sales of the ETG. The net sales increase in the FSG reflects strong organic growth of 12% and net sales of $18.7 million contributed by fiscal 2025 acquisitions. The FSG's organic net sales growth reflects increased demand within its aftermarket replacement parts, repair and overhaul parts and services, and specialty products product lines resulting in net sales increases of $59.5 million, $20.6 million and $7.8 million, respectively. The net sales increase in the ETG reflects strong organic growth of 6% and net sales of $21.5 million contributed by fiscal 2025 and 2026 acquisitions. The ETG's organic net sales growth is mainly attributable to increased demand for its other electronics, aerospace and defense products resulting in net sales increases of $8.1 million, $8.1 million and $3.4 million, respectively, partially offset by a decrease in demand for its space products resulting in a net sales decrease of $3.4 million. Sales price changes were not a significant contributing factor to the change in net sales of the FSG and ETG in the first quarter of fiscal 2026.

Current wording

Our consolidated net sales in the second quarter of fiscal 2026 increased by 25% to a record $1,375.7 million, up from net sales of $1,097.8 million in the second quarter of fiscal 2025. The increase in consolidated net sales principally reflects an increase of $162.4 million (a 21% increase) to a record $929.4 million in net sales of the FSG and an increase of $117.4 million (a 34% increase) to a record $459.5 million in net sales of the ETG. The net sales increase in the FSG reflects strong organic growth of 19% and net sales of $17.4 million contributed by fiscal 2026 acquisitions. The FSG's organic net sales growth reflects increased demand within its aftermarket replacement parts, specialty products, and repair and overhaul parts and services product lines resulting in net sales increases of $102.4 million, $22.7 million, and $19.7 million, respectively. The net sales increase in the ETG reflects strong organic growth of 17% and net sales of $58.3 million contributed by fiscal 2026 and 2025 acquisitions. The ETG's organic net sales growth is mainly attributable to increased demand for its other electronics, defense, aerospace, and space products resulting in net sales increases of $22.6 million, $16.5 million, $13.8 million, and $4.0 million, respectively. Sales price changes were not a significant contributing factor to the change in net sales of the FSG and ETG in the second quarter of fiscal 2026.

Previous wording

Our consolidated operating income increased by 15% to $259.9 million in the first quarter of fiscal 2026, up from $226.8 million in the first quarter of fiscal 2025. The increase in consolidated operating income principally reflects a $34.6 million increase (a 21% increase) to $200.7 million in operating income of the FSG, partially offset by a $3.2 million decrease (a 4% decrease) to $73.2 million in operating income of the ETG. The increase in operating income of the FSG principally reflects the previously mentioned net sales growth, SG&A expense efficiencies realized from the net sales growth, and the previously mentioned improved gross profit margin. The decrease in operating income of the ETG principally reflects the previously mentioned decreased gross profit margin, partially offset by the previously mentioned net sales growth.

Current wording

Our consolidated operating income increased by 41% to a record $350.4 million in the second quarter of fiscal 2026, up from $248.2 million in the second quarter of fiscal 2025. The increase in consolidated operating income principally reflects a $58.1 million increase (a 31% increase) to a record $243.1 million in operating income of the FSG and a $43.9 million increase (a 56% increase) to a record $121.8 million in operating income of the ETG. The increase in operating income of the FSG principally reflects the previously mentioned net sales growth, SG&A expense efficiencies realized from the net sales growth, and the previously mentioned improved gross profit margin. The increase in operating income of the ETG principally reflects the previously mentioned net sales growth and improved gross profit margin, as well as SG&A expense efficiencies realized from the net sales growth.

Previous wording

Other income in the first quarter of fiscal 2026 and 2025 was not material.

Current wording

Other income in the second quarter of fiscal 2026 and 2025 was not material.

Previous wording

Net income attributable to noncontrolling interests relates to the 20% noncontrolling interest held by Lufthansa Technik AG in HEICO Aerospace Holdings Corp. and the noncontrolling interests held by others in certain subsidiaries of the FSG and ETG. Net income attributable to noncontrolling interests was $14.6 million in the first quarter of fiscal 2026, as compared to $13.6 million in the first quarter of fiscal 2025. The increase in net income attributable to noncontrolling interests principally reflects higher allocations of net income to noncontrolling interests as a result of certain fiscal 2025 acquisitions in which noncontrolling interests are held.

Current wording

Net income attributable to noncontrolling interests relates to the 20% noncontrolling interest held by Lufthansa Technik AG in HEICO Aerospace Holdings Corp. and the noncontrolling interests held by others in certain subsidiaries of the FSG and ETG. Net income attributable to noncontrolling interests was $16.5 million in the second quarter of fiscal 2026, as compared to $13.7 million in the second quarter of fiscal 2025. The increase in net income attributable to noncontrolling interests principally reflects improved operating results of certain subsidiaries in which noncontrolling interests are held.

Previous wording

Net income attributable to HEICO increased by 13% to a record $190.2 million, or $1.35 per diluted share, in the first quarter of fiscal 2026, up from $168.0 million, or $1.20 per diluted share, in the first quarter of fiscal 2025 principally reflecting the previously mentioned higher consolidated operating income.

Current wording

Net income attributable to HEICO increased by 49% to a record $233.8 million, or $1.66 per diluted share, in the second quarter of fiscal 2026, up from $156.8 million, or $1.12 per diluted share, in the second quarter of fiscal 2025 principally reflecting the previously mentioned higher consolidated operating income.

Previous wording

Our principal uses of cash include acquisitions, interest payments, capital expenditures, cash dividends, distributions to noncontrolling interests and working capital needs. We continue to anticipate fiscal 2026 capital expenditures to be approximately $80 to $90 million. We finance our activities primarily from our operating and financing activities, including borrowings under our revolving credit facility. The revolving credit facility and senior unsecured notes contain both financial and non-financial covenants. As of January 31, 2026, we were in compliance with all such covenants and our total debt to shareholders’ equity ratio was 54.7%.

Current wording

Our principal uses of cash include acquisitions, interest payments, capital expenditures, cash dividends, distributions to noncontrolling interests and working capital needs. We now estimate fiscal 2026 capital expenditures to be approximately $85 to $95 million. We finance our activities primarily from our operating and financing activities, including borrowings under our revolving credit facility. The revolving credit facility and senior unsecured notes contain both financial and non-financial covenants. As of April 30, 2026, we were in compliance with all such covenants and our total debt to shareholders’ equity ratio was 53.3%.

Previous wording

Net cash provided by operating activities was $178.6 million in the first quarter of fiscal 2026 and consisted primarily of net income from consolidated operations of $204.8 million, depreciation and amortization expense of $51.0 million (a non-cash item), $11.3 million in share-based compensation expense (a non-cash item), and net changes in other long-term liabilities and assets related to the HEICO Corporation Leadership Compensation Plan (the "LCP") of $10.1 million (principally participant deferrals and employer contributions), partially offset by a $120.3 million increase in net working capital. The increase in net working capital primarily reflects a $107.2 million decrease in accrued expenses and other current liabilities, mainly reflecting the payment of fiscal 2025 accrued performance-based compensation, distributions to participants of the LCP and the payment of payroll taxes arising from withholding requirements on stock option exercises, as well as a $17.1 million increase in inventories to support an increase in consolidated backlog.

Current wording

Net cash provided by operating activities was $470.6 million in the first six months of fiscal 2026 and consisted primarily of net income from consolidated operations of $455.1 million, depreciation and amortization expense of $107.6 million (a non-cash item), $22.5 million in share-based compensation expense (a non-cash item), net changes of $18.4 million included in the "Other" caption (principally the receipt of advance deposits on certain long-term customer contracts), net changes in other long-term liabilities and assets related to the HEICO Corporation Leadership Compensation Plan (the "LCP") of $13.7 million (principally participant deferrals and employer contributions), an $11.8 million deferred income tax provision (a non-cash item), and $10.5 million in employer contributions to the HEICO Savings and Investment Plan (a non-cash item), partially offset by a $173.5 million increase in net working capital. The increase in net working capital is inclusive of a $75.9 million decrease in accrued expenses and other current liabilities, mainly reflecting the payment of fiscal 2025 accrued performance-based compensation, distributions to participants of the LCP, and the payment of payroll taxes arising from withholding requirements on stock option exercises, partially offset by accrued performance-based compensation expense; as well as a $65.1 million increase in accounts receivable resulting from the timing of collections, and a $40.5 million increase in inventories to support an increase in consolidated backlog, partially offset by a $50.0 million increase in trade accounts payable.

Previous wording

Net cash provided by operating activities decreased by $24.4 million in the first quarter of fiscal 2026 from $203.0 million in the first quarter of fiscal 2025. The decrease is principally attributable to a $60.6 million increase in net working capital partially offset by a $23.2 million increase in net income from consolidated operations and a $14.5 million increase in the deferred income tax provision.

Current wording

Net cash provided by operating activities increased by $62.8 million (a 15% increase) in the first six months of fiscal 2026, up from $407.7 million in the first six months of fiscal 2025. The increase is principally attributable to a $103.0 million increase in net income from consolidated operations and a $29.7 million increase in the deferred income tax provision, partially offset by a $79.8 million increase in net working capital.

Previous wording

Net cash used in investing activities totaled $447.0 million in the first quarter of fiscal 2026 and related primarily to an acquisition of $441.4 million, LCP funding of $14.0 million and capital expenditures of $13.5 million, partially offset by $22.7 million in proceeds from corporate-owned life insurance policy withdrawals within the LCP. Further details regarding our fiscal 2026 acquisition may be found in Note 2, Acquisition, of the Notes to Condensed Consolidated Financial Statements.

Current wording

million, and LCP funding of $16.8 million, partially offset by $22.7 million in proceeds from corporate-owned life insurance policy withdrawals within the LCP. Further details regarding our fiscal 2026 acquisitions may be found in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements.

Previous wording

Net cash provided by financing activities in the first quarter of fiscal 2026 totaled $309.6 million. During the first quarter of fiscal 2026, we borrowed $443.0 million under our revolving credit facility, which was partially offset by $103.0 million in payments made on our revolving credit facility, $16.7 million of cash dividends paid on our common stock, $7.2 million of distributions to noncontrolling interests, $4.5 million of redemptions of common stock related to stock option exercises and $4.1 million of payments to acquire certain noncontrolling interests.

Current wording

Net cash provided by financing activities in the first six months of fiscal 2026 totaled $371.9 million. During the first six months of fiscal 2026, we borrowed $830.7 million under our revolving credit facility, which was partially offset by $410.7 million in payments made on our revolving credit facility, $16.7 million of cash dividends paid on our common stock, $16.4 million of distributions to noncontrolling interests, and $12.4 million of payments to acquire certain noncontrolling interests.

Previous wording

The Notes were issued pursuant to an Indenture, dated as of July 27, 2023 (the “Base Indenture”), between HEICO and certain of its subsidiaries (collectively, the "Subsidiary Guarantors") and Truist Bank, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 27, 2023 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between us, the Subsidiary Guarantors and the Trustee. The Notes are direct, unsecured senior obligations of HEICO and rank equally in right of payment with all of our existing and future senior unsecured indebtedness. Each Subsidiary Guarantor is owned either directly or indirectly by the Company and jointly and severally guarantee our obligations under the Notes. None of the Subsidiary Guarantors are organized outside of the U.S. A list of Subsidiary Guarantors is incorporated by reference to Exhibit 22 to the Form 10-K for the year ended October 31, 2025.

Current wording

The Notes were issued pursuant to an Indenture, dated as of July 27, 2023 (the “Base Indenture”), between HEICO and certain of its subsidiaries (collectively, the "Subsidiary Guarantors") and Truist Bank, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 27, 2023 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between us, the Subsidiary Guarantors and the Trustee. The Notes are direct, unsecured senior obligations of HEICO and rank equally in right of payment with all of our existing and future senior unsecured indebtedness. Each Subsidiary Guarantor is owned either directly or indirectly by the Company and jointly and severally guarantee our obligations under the Notes. None of the Subsidiary Guarantors are

Previous wording

Certain statements in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained herein that are not clearly historical in nature may be forward-looking and the words “anticipate,” “believe,” “expect,” “estimate” and similar expressions are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in press releases, written statements or other documents filed with the Securities and Exchange Commission or in communications and discussions with investors and analysts in the normal course of business through meetings, phone calls and conference calls, concerning our operations, economic performance and financial condition are subject to risks, uncertainties and contingencies. We have based these forward-looking statements on our current expectations and projections about future events. All forward-looking statements involve risks and uncertainties, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Also, forward-looking statements are based upon management’s estimates of fair values and of future costs, using currently available information. Therefore, actual results may differ materially from those expressed in or implied by those forward-looking statements. Factors that could cause such differences include, among others:

Current wording

Certain statements in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained herein that are not clearly historical in nature may be forward-looking and the words “anticipate,” “believe,” “expect,” “estimate” and similar expressions are generally intended to identify forward-looking statements. Any forward-looking statement contained herein, in press releases, written statements or other documents filed with the Securities and Exchange Commission or in communications and discussions with investors and analysts in the normal course of business through meetings, phone calls and conference calls, concerning our operations, economic performance and financial condition are subject to risks, uncertainties and contingencies. We have based these forward-looking statements on our current expectations and projections about future events. All forward-looking statements involve risks and uncertainties, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Also, forward-looking statements are based upon management’s estimates of fair values and of future