LCI INDUSTRIES
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
To the Stockholders and Board of Directors
LCI Industries:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of LCI Industries and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company acquired the Freedman Seating Company during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, the Freedman Seating Company’s internal control over financial reporting associated with total assets of $86.1 million and net sales of $66.9 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of the Freedman Seating Company.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Estimation of certain product warranty accruals
As discussed in Note 7 to the consolidated financial statements, the Company’s product warranty accrual as of December 31, 2025 was $75.9 million. The Company provides warranty terms based upon the type of product sold and estimates warranty accruals based upon various factors and information, including historical warranty costs, warranty claim lag, and sales.
We identified the evaluation of certain product warranty accruals as a critical audit matter. Complex auditor judgment was required to evaluate the Company's warranty accruals, including the model used to determine certain product warranty accruals, which required the use of actuarial professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to certain product warranty accruals, including controls related to the Company's model. We assessed the data used by the Company in developing the estimate by comparing it to relevant claims and sales documentation. In addition, we involved actuarial professionals with specialized skills and knowledge, who assisted in evaluating the Company's model by comparing certain of the Company's product warranty accruals to a range of those product warranty accruals determined using independently developed models.
/s/KPMG LLP
We have served as the Company’s auditor since 1980.
Chicago, Illinois
February 26, 2026
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (In thousands, except per share amounts) | |||
| Net sales | $4,122,017 | $3,741,208 | $3,784,808 |
| Cost of sales | 3,141,722 | 2,861,493 | 3,008,618 |
| Gross profit | 980,295 | 879,715 | 776,190 |
| Warehouse and transportation | 205,060 | 196,482 | 199,431 |
| Selling, general and administrative expenses | 495,313 | 464,996 | 453,331 |
| Operating profit | 279,922 | 218,237 | 123,428 |
| Interest expense, net | 35,710 | 28,899 | 40,424 |
| Loss on extinguishment of debt | 8,859 | — | — |
| Gain on sale of real estate | (19,716) | — | — |
| Income before income taxes | 255,069 | 189,338 | 83,004 |
| Provision for income taxes | 66,819 | 46,471 | 18,809 |
| Net income | $188,250 | $142,867 | $64,195 |
| Net income per common share: | |||
| Basic | $7.59 | $5.61 | $2.54 |
| Diluted | $7.57 | $5.60 | $2.52 |
| Weighted average common shares outstanding: | |||
| Basic | 24,803 | 25,447 | 25,305 |
| Diluted | 24,855 | 25,507 | 25,436 |
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (In thousands) | |||
| Net income | $188,250 | $142,867 | $64,195 |
| Other comprehensive income (loss): | |||
| Net foreign currency translation adjustment | 34,124 | (10,807) | 8,532 |
| Actuarial gain (loss) on pension plans | 326 | (233) | (964) |
| Total comprehensive income | $222,700 | $131,827 | $71,763 |
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| (In thousands, except per share amount) | ||
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $222,615 | $165,756 |
| Accounts receivable, net of allowances of $6,828 and $5,439 at December 31, 2025 and 2024, respectively | 243,425 | 199,560 |
| Inventories, net | 809,094 | 736,604 |
| Prepaid expenses and other current assets | 74,552 | 58,318 |
| Total current assets | 1,349,686 | 1,160,238 |
| Fixed assets, net | 428,031 | 432,728 |
| Goodwill | 622,183 | 585,773 |
| Other intangible assets, net | 402,568 | 392,018 |
| Operating lease right-of-use assets | 272,995 | 224,313 |
| Other long-term assets | 100,524 | 99,669 |
| Total assets | $3,175,987 | $2,894,739 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| Current liabilities | ||
| Current maturities of long-term indebtedness | $3,683 | $423 |
| Accounts payable, trade | 202,257 | 187,684 |
| Current portion of operating lease obligations | 44,174 | 38,671 |
| Accrued expenses and other current liabilities | 223,253 | 185,275 |
| Total current liabilities | 473,367 | 412,053 |
| Long-term indebtedness | 941,502 | 756,830 |
| Operating lease obligations | 246,047 | 199,929 |
| Deferred taxes | 27,495 | 26,110 |
| Other long-term liabilities | 126,743 | 112,931 |
| Total liabilities | 1,815,154 | 1,507,853 |
| Stockholders' equity | ||
| Common stock, par value $.01 per share | 289 | 288 |
| Paid-in capital | 255,118 | 257,486 |
| Retained earnings | 1,279,657 | 1,208,096 |
| Accumulated other comprehensive income | 37,682 | 3,232 |
| Stockholders' equity before treasury stock | 1,572,746 | 1,469,102 |
| Treasury stock, at cost | (211,913) | (82,216) |
| Total stockholders' equity | 1,360,833 | 1,386,886 |
| Total liabilities and stockholders' equity | $3,175,987 | $2,894,739 |
| Year Ended December 31, | |||
|---|---|---|---|
| (In thousands) | 2025 | 2024 | 2023 |
| Cash flows from operating activities: | |||
| Net income | $188,250 | $142,867 | $64,195 |
| Adjustments to reconcile net income to cash flows provided by operating activities: | |||
| Depreciation and amortization | 121,231 | 125,693 | 131,768 |
| Stock-based compensation expense | 22,689 | 18,653 | 18,229 |
| Deferred taxes | 15,882 | (7,073) | 2,067 |
| Loss on extinguishment of debt | 8,859 | — | — |
| Gain on sale of real estate | (19,716) | — | — |
| Other non-cash items | 17,999 | 7,209 | 7,716 |
| Changes in assets and liabilities, net of acquisitions of businesses: | |||
| Accounts receivable, net | (25,535) | 13,469 | 1,594 |
| Inventories, net | (35,008) | 46,335 | 235,347 |
| Prepaid expenses and other assets | (12,435) | 4,532 | 25,954 |
| Accounts payable, trade | 4,436 | 3,474 | 38,737 |
| Accrued expenses and other liabilities | 44,324 | 15,125 | 1,622 |
| Net cash flows provided by operating activities | 330,976 | 370,284 | 527,229 |
| Cash flows from investing activities: | |||
| Capital expenditures | (52,644) | (42,333) | (62,209) |
| Acquisitions of businesses | (112,693) | (19,957) | (25,851) |
| Proceeds from sale of real estate | 22,674 | — | — |
| Other investing activities | (4,404) | 1,192 | 4,312 |
| Net cash flows used in investing activities | (147,067) | (61,098) | (83,748) |
| Cash flows from financing activities: | |||
| Vesting of stock-based awards, net of shares tendered for payment of taxes | (5,298) | (9,159) | (9,628) |
| Proceeds from revolving credit facility | — | 86,248 | 248,900 |
| Repayments under revolving credit facility | (19,261) | (138,752) | (464,822) |
| Proceeds from term loan borrowings | 391,000 | — | — |
| Repayments under term loan and other borrowings | (283,765) | (36,655) | (61,099) |
| Proceeds from issuance of convertible notes | 448,500 | — | — |
| Repurchase of convertible notes | (368,920) | — | — |
| Purchases of convertible note hedge contracts | (67,574) | — | — |
| Proceeds from issuance of warrants concurrent with note hedge contracts | 27,600 | — | — |
| Payment of dividends | (114,043) | (109,471) | (106,336) |
| Payment of contingent consideration and holdbacks related to acquisitions | (893) | (2) | (31,857) |
| Repurchases of common stock | (128,571) | — | — |
| Other financing activities | (4,266) | (430) | (1,342) |
| Net cash flows used in financing activities | (125,491) | (208,221) | (426,184) |
| Effect of exchange rate changes on cash and cash equivalents | (1,559) | (1,366) | 1,361 |
| Net increase in cash and cash equivalents | 56,859 | 99,599 | 18,658 |
| Cash and cash equivalents at beginning of period | 165,756 | 66,157 | 47,499 |
| Cash and cash equivalents at end of period | $222,615 | $165,756 | $66,157 |
(continued)
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| (In thousands) | |||
| Supplemental disclosure of cash flow information: | |||
| Cash paid during the period for: | |||
| Interest | $36,395 | $31,505 | $39,925 |
| Income taxes: | |||
| US Federal | $32,539 | $41,818 | $3,042 |
| US State & Local | |||
| Indiana | 2,398 | * | * |
| Other | 3,127 | 3,938 | 1,884 |
| Foreign | |||
| Germany | * | * | 1,690 |
| Ireland | * | * | 437 |
| Netherlands | * | * | 815 |
| Other | 2,114 | 666 | 250 |
| Total cash paid for income taxes | $40,178 | $46,422 | $8,118 |
| Non-cash investing and financing activities: | |||
| Contribution of net assets for investment in unconsolidated joint venture | $— | $— | $34,220 |
| Purchase of property and equipment in accrued expenses | $572 | $293 | $531 |
- The amount of income taxes paid during the year does not meet the 5% disaggregation threshold.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
| (In thousands, except shares and per share amounts) | CommonStock | Paid-inCapital | RetainedEarnings | Accumulated Other Comprehensive Income (Loss) | TreasuryStock | TotalStockholders'Equity |
|---|---|---|---|---|---|---|
| Balance - January 1, 2023 | $285 | $234,956 | $1,221,279 | $6,704 | $(82,216) | $1,381,008 |
| Net income | — | — | 64,195 | — | — | 64,195 |
| Issuance of 147,216 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | 2 | (9,630) | — | — | — | (9,628) |
| Stock-based compensation expense | — | 18,229 | — | — | — | 18,229 |
| Other comprehensive income | — | — | — | 7,568 | — | 7,568 |
| Cash dividends ($4.20 per share) | — | — | (106,336) | — | — | (106,336) |
| Dividend equivalents on stock-based awards | — | 2,104 | (2,104) | — | — | — |
| Balance - December 31, 2023 | 287 | 245,659 | 1,177,034 | 14,272 | (82,216) | 1,355,036 |
| Net income | — | — | 142,867 | — | — | 142,867 |
| Issuance of 137,114 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | 1 | (9,160) | — | — | — | (9,159) |
| Stock-based compensation expense | — | 18,653 | — | — | — | 18,653 |
| Other comprehensive loss | — | — | — | (11,040) | — | (11,040) |
| Cash dividends ($4.30 per share) | — | — | (109,471) | — | — | (109,471) |
| Dividend equivalents on stock-based awards | — | 2,334 | (2,334) | — | — | — |
| Balance - December 31, 2024 | 288 | 257,486 | 1,208,096 | 3,232 | (82,216) | 1,386,886 |
| Net income | — | — | 188,250 | — | — | 188,250 |
| Issuance of 102,002 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes | 1 | (5,299) | — | — | — | (5,298) |
| Stock-based compensation expense | — | 22,689 | — | — | — | 22,689 |
| Purchase of convertible note hedge contracts, net of tax | — | (51,382) | — | — | — | (51,382) |
| Issuance of warrants | — | 27,600 | — | — | — | 27,600 |
| Partial unwind of convertible note hedge and warrants | — | 1,378 | — | — | — | 1,378 |
| Repurchase of 1,366,565 shares of common stock, including excise tax | — | — | — | — | (129,697) | (129,697) |
| Other comprehensive income | — | — | — | 34,450 | — | 34,450 |
| Cash dividends ($4.60 per share) | — | — | (114,043) | — | — | (114,043) |
| Dividend equivalents on stock-based awards | — | 2,646 | (2,646) | — | — | — |
| Balance - December 31, 2025 | $289 | $255,118 | $1,279,657 | $37,682 | $(211,913) | $1,360,833 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- BASIS OF PRESENTATION
The Consolidated Financial Statements include the accounts of LCI Industries and its wholly-owned subsidiaries ("LCII" and collectively with its subsidiaries, the "Company," "we," "us," or "our"). LCII hasno unconsolidated subsidiaries. All significant intercompany balances and transactions have been eliminated.
LCII, through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, "Lippert Components," "LCI," or "Lippert"), is a global leader in supplying engineered components to the outdoor recreation, transportation, marine, and housing industries. In addition to serving original equipment manufacturers ("OEMs"), the Company also caters to aftermarket needs, selling through retail dealers, wholesale distributors, and service centers, as well as direct-to-consumer sales through online platforms. At December 31, 2025, the Company operated over 100 manufacturing facilities located throughout North America and Europe.
The Company's results are influenced by seasonal demand patterns, with sales and profits typically strongest in the second quarter and weakest in the fourth quarter. However, economic conditions, dealer inventory fluctuations, and consumer trends can impact these patterns. Additionally, many of the optional upgrades and non-critical replacement parts for recreational vehicles ("RVs") are purchased outside the normal product selling season, thereby causing certain Aftermarket Segment sales to be counter-seasonal.
The Company is not aware of any significant events, except as disclosed in these Notes to Consolidated Financial Statements, which occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Consolidated Financial Statements. Certain prior year balances have been reclassified to conform to the current year presentation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to product returns, sales and purchase rebates, accounts receivable, inventories, goodwill and other intangible assets, net assets of acquired businesses, income taxes, warranty and product recall obligations, self-insurance obligations, operating lease right-of-use assets and obligations, asset retirement obligations, long-lived assets, pension and post-retirement benefits, stock-based compensation, segment allocations, contingent consideration, environmental liabilities, contingencies, and litigation. The Company bases its estimates on historical experience, other available information, and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other resources. Actual results and events could differ significantly from management estimates.
Risks and Uncertainties
Negative conditions in the general economy in the United States or abroad, including conditions resulting from financial and credit market fluctuations, elevated inflation and interest rates, changes in economic policy, trade uncertainty, including changes in tariffs, sanctions, international treaties, and other trade restrictions, geopolitical tensions, armed conflicts, natural disasters or global public health crises, have negatively impacted, and could continue to negatively impact, the Company’s business, liquidity, financial condition, and results of operations.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers cash on hand, money market funds, and other highly liquid investments with original maturities of three months or less to be cash and cash equivalents.
Accounts Receivable
Accounts receivable are stated at historical carrying value, net of write-offs and allowances. The Company establishes allowances based upon historical experience, current conditions, and reasonable forecasts. Uncollectible accounts receivable are written off when a settlement is reached or when the Company has determined the balance will not be collected.
Inventories
Inventories are stated at the lower of cost (using the first-in, first-out (FIFO) method) or net realizable value. Cost includes material, labor, and overhead.
Fixed Assets
Fixed assets which are owned are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives of the properties and equipment. Leasehold improvements and leased equipment are amortized over the shorter of the lives of the leases or the underlying assets. Maintenance and repair costs that do not improve service potential or extend economic life are expensed as incurred.
Leases
The Company leases certain manufacturing and distribution facilities, administrative office space, semi-tractors, trailers, forklifts, and other equipment through operating leases with unrelated third parties. At contract inception, the Company determines whether a contract is or contains a lease and whether the lease should be classified as an operating or finance lease. The Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company uses its incremental borrowing rate based on information available at lease inception in determining the present value of the lease payments. The Company applies a portfolio approach for determining the incremental borrowing rate based on applicable lease terms and the current economic environment. Many of the Company's leases include renewal options, which are included in the lease term when it is reasonably certain the option will be exercised. Leases with an initial term of 12 months or less are recognized in lease expense on a straight-line basis over the lease term and not recorded on the Consolidated Balance Sheets.
Certain of the Company's lease arrangements contain lease components (such as minimum rent payments) and non-lease components (such as common-area or other maintenance costs and taxes). The Company generally accounts for each component separately based on the estimated standalone price of each component. Some of the Company's lease arrangements include rental payments that are adjusted periodically for an index rate. These leases are initially measured using the projected payments in effect at the inception of the lease. Certain of the Company's leased semi-tractors, trailers, and forklifts include variable costs for usage or mileage. Such variable costs are expensed as incurred and included in variable lease costs.
Finance leases and lease arrangements under which the Company is the lessor are not material to the Company's consolidated financial statements. The Company's lease agreements typically do not contain any significant residual value guarantees or restrictive covenants.
Warranty
The Company provides warranty terms based upon the type of product sold. The Company uses historical warranty costs, claim lag, sales, and current trends of repair costs as assumptions and inputs into its model to estimate future warranty claims and the associated warranty accrual. The accounting for warranty accruals requires the Company to make assumptions and judgments, and to the extent actual results differ from original estimates, adjustments to recorded accruals may be required. The Company records adjustments to the warranty accrual as preexisting warranty amounts which represent a change in estimates related to sales occurring in prior periods. Such adjustments typically occur when actual claim experience deviates from historical trends. See Note 7 - Accrued Expenses and Other Current Liabilities for further detail.
Income Taxes
Deferred tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax basis of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized.
The Company accounts for uncertainty in tax positions by recognizing in its financial statements the impact of a tax position only if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Further, the Company assesses the tax benefits of the tax positions in its financial statements based on experience with similar tax positions, information obtained during the examination process and the advice of experts. The Company recognizes previously unrecognized tax benefits upon the earlier of the expiration of the period to assess tax in the applicable taxing jurisdiction or when the matter is constructively settled and upon changes in statutes or regulations and new case law or rulings. The Company classifies interest and penalties related to income taxes as a component of income tax expense in its Consolidated Statements of Income.
Goodwill
Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist. In 2025 and 2024, the Company assessed qualitative factors of its reporting units to determine whether it was more likely than not the fair value of the reporting unit was less than its carrying amount, including goodwill. The qualitative impairment test consists of an assessment of qualitative factors, including general economic and industry conditions, market share, and input costs.
Other Intangible Assets
Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment. Intangible assets are amortized using either an accelerated or straight-line method, whichever best reflects the pattern in which the estimated future economic benefits of the asset will be consumed. The useful lives of intangible assets are determined after considering the expected cash flows and other specific facts and circumstances related to each intangible asset. Intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist.
Impairment of Long-Lived Assets
Long-lived assets, other than goodwill, are tested for impairment when changes in circumstances indicate their carrying value may not be recoverable. A determination of impairment, if any, is made based on the undiscounted value of estimated future cash flows, salvage value or expected net sales proceeds, depending on the circumstances. Impairment is measured as the excess of the carrying value over the estimated fair value of such assets.
Foreign Currency Translation
The financial statements of the Company's international subsidiaries generally are measured using the local currency as the functional currency. The translation from the applicable foreign currency to U.S. Dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rate for the period. The resulting translation adjustments are recorded in accumulated other comprehensive income as a component of stockholders' equity. The Company reflects net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency as a component of foreign currency exchange gains or losses in selling, general and administrative expenses in the Consolidated Statements of Income.
Stock-Based Compensation
All stock-based compensation awards are expensed over their vesting period, based on fair value. For awards having a service-only vesting condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service periods. For awards with a performance vesting condition, which are subject to certain pre-established performance targets, the Company recognizes stock-based compensation expense on a graded-vesting basis to the extent it is probable the performance targets will be met. The fair values of deferred stock units, restricted stock units, restricted stock, and stock awards are based on the market price of the Company's common stock, all on the date the stock-based awards are granted.
Revenue Recognition
The Company recognizes revenue when performance obligations under the terms of contracts with customers are satisfied, which occurs with the transfer of control of the Company’s products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products to its customers. Sales, value added, and other taxes collected concurrently with revenue-producing activities are excluded from revenue.
For product sales, the Company transfers control and recognizes revenue when it ships the product from its facility to its customer. The amount of consideration the Company receives, and the revenue recognized, varies with sales discounts, volume rebate programs, and indexed material pricing. When the Company offers customers retrospective volume rebates, it estimates the expected rebates based on an analysis of historical experience. The Company adjusts its estimate of revenue related to volume rebates at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed. Volume rebates are generally settled on a quarterly basis. When the Company offers customers prompt pay sales discounts or agrees to variable pricing based on material indices, it estimates the expected discounts or pricing adjustments based on an analysis of historical experience. The Company adjusts its estimate of revenue related to sales discounts and indexed material pricing to the expected value of the consideration to which the Company will be entitled. The Company includes the variable consideration in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur when the volume, discount or indexed material price uncertainties are resolved.
See Note 14 - Segment Reporting for the Company's disclosures of disaggregated revenue.
Shipping and Handling Costs
The Company recognizes shipping and handling costs as fulfillment costs when control over products has transferred to the customer, and records the expense within warehouse and transportation expenses.
Legal Costs
The Company expenses all legal costs associated with litigation as incurred. Legal expenses are included in selling, general and administrative expenses in the Consolidated Statements of Income.
Fair Value Measurements
Fair value is determined using a hierarchy that has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs.
Recent Accounting Pronouncements
Recently issued accounting pronouncements not yet adopted
In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve the navigability of the guidance in Accounting Standards Codification 270, Interim Reporting, and clarify when it applies. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project; and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. This ASU is effective for fiscal years beginning after
December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which simplifies credit loss calculations by introducing a practical expedient (available to all entities) that allows entities to assume current conditions will not change over an asset’s life, removing the need for complex macroeconomic forecasts. This ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance and does not expect the standard to have a material impact on its financial condition, results of operations, or cash flows.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion rather than as debt extinguishments. This ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the notes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the effect of adopting this new accounting guidance.
Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures, requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The Company adopted ASU 2023-09 effective for the year ended December 31, 2025 on a prospective basis. As a result, the Company's income tax disclosures in these Notes to Consolidated Financial Statements are presented in a revised format that includes enhanced disaggregation and updated categorization consistent with the new FASB requirements. The adoption of this ASU only affects the Company's disclosures with no impacts to its financial condition or results of operations.
- EARNINGS PER SHARE
The following reconciliation details the denominator used in the computation of basic and diluted earnings per share for the years ended December 31:
| (In thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Weighted average shares outstanding for basic earnings per share | 24,803 | 25,447 | 25,305 |
| Common stock equivalents pertaining to stock-based awards | 52 | 60 | 131 |
| Weighted average shares outstanding for diluted earnings per share | 24,855 | 25,507 | 25,436 |
| Equity instruments excluded from diluted net earnings per share calculation as the effect would have been anti-dilutive | 254 | 242 | 165 |
2030 Convertible Notes
For the Company's 3.000 percent convertible senior notes due 2030 (the "2030 Convertible Notes") issued in March 2025, the dilutive effect is calculated using the if-converted method. The Company is required, pursuant to the indenture governing the 2030 Convertible Notes, dated March 14, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the "2030 Notes Indenture”), to settle the principal amount of the 2030 Convertible Notes in cash and may elect to settle the remaining conversion obligation (i.e., the stock price in excess of the conversion price) in cash, shares of the Company’s common stock, or a combination thereof. Under the if-converted method, the Company includes the number of shares required to satisfy the conversion obligation, assuming all the 2030 Convertible Notes are converted. Because the average closing price of the Company’s common stock for the period from issuance through December 31, 2025, which is used as the basis for determining the dilutive effect on earnings per share, was less than the conversion price of $116.62, all associated shares were antidilutive.
In conjunction with the issuance of the 2030 Convertible Notes, the Company, in privately negotiated transactions with certain commercial banks (the “2030 Counterparties”), sold warrants to purchase 3.9 million shares of the Company’s common stock (the “2030 Warrants”). The 2030 Warrants have a strike price of $182.94 per share, subject to customary anti-dilution adjustments. For calculating the dilutive effect of the 2030 Warrants, the Company uses the treasury stock method, which assumes exercise of the 2030 Warrants at the beginning of the period, or at time of issuance if later, and issuance of shares of common stock upon exercise. Proceeds from the exercise of the 2030 Warrants are assumed to be used to repurchase shares of the Company’s common stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be received upon the exercise of the 2030 Warrants less the number of shares repurchased, are included in diluted shares. For the period from issuance through December 31, 2025, the average share price was below the Warrant strike price of $182.94 per share, and therefore 3.9 million shares were considered antidilutive.
In connection with the issuance of the 2030 Convertible Notes, the Company entered into privately negotiated call option contracts on the Company’s common stock (the “2030 Convertible Note Hedge Transactions”) with the 2030 Counterparties. The aggregate cost to the Company of the 2030 Convertible Note Hedge Transactions was $67.6 million pursuant to the 2030 Convertible Note Hedge Transactions. The 2030 Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the 2030 Convertible Notes, approximately 3.9 million shares of the Company’s common stock, the same number of shares initially underlying the 2030 Convertible Notes, at a strike price of approximately $116.62, subject to customary anti-dilution adjustments. The 2030 Convertible Note Hedge Transactions will expire upon the maturity of the 2030 Convertible Notes, subject to earlier exercise or termination. Exercise of the 2030 Convertible Note Hedge Transactions would reduce the number of shares of the Company’s common stock outstanding, and therefore would be antidilutive.
2026 Convertible Notes
For the Company's 1.125 percent convertible senior notes due 2026 (the "2026 Convertible Notes") issued in May 2021, the dilutive effect is calculated using the if-converted method. The Company is required, pursuant to the indenture governing the 2026 Convertible Notes, dated May 13, 2021, by and between the Company and U.S. Bank National Association, as trustee (the "2026 Notes Indenture"), to settle the principal amount of the 2026 Convertible Notes in cash and may elect to settle the remaining conversion obligation (i.e., the stock price in excess of the conversion price) in cash, shares of the Company's common stock, or a combination thereof. Under the if-converted method, the Company includes the number of shares required to satisfy the conversion obligation, assuming all the 2026 Convertible Notes are converted. Because the average closing price of the Company's common stock for the year ended December 31, 2025, which is used as the basis for determining the dilutive effect on earnings per share, was less than the conversion price of $165.65, all associated shares were antidilutive.
In conjunction with the issuance of the 2026 Convertible Notes, the Company, in privately negotiated transactions with certain commercial banks (the "2026 Counterparties"), sold warrants to purchase 2.8 million shares of the Company's common stock (the "2026 Warrants"). The 2026 Warrants have a strike price of $259.84 per share, subject to customary anti-dilution adjustments. For calculating the dilutive effect of the 2026 Warrants, the Company uses the treasury stock method, which assumes exercise of the 2026 Warrants at the beginning of the period, or at time of issuance if later, and issuance of shares of common stock upon exercise. Proceeds from the exercise of the 2026 Warrants are assumed to be used to repurchase shares of the Company's common stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be received upon the exercise of the 2026 Warrants less the number of shares repurchased, are included in diluted shares. Concurrently with the 2026 Convertible Note Repurchases (as defined below), we entered into agreements to terminate a proportionate amount of the 2026 Warrants, which resulted in a reduction of the number of shares of common stock underlying the 2026 Warrants to an aggregate of 0.6 million shares of common stock. For the year ended December 31, 2025, the average share price was below the 2026 Warrant strike price of $259.84 per share, and therefore 2.8 million shares were considered antidilutive.
In connection with the issuance of the 2026 Convertible Notes, the Company entered into privately negotiated call option contracts on the Company's common stock (the "2026 Convertible Note Hedge Transactions") with the 2026 Counterparties. The Company paid an aggregate amount of $100.1 million to the 2026 Counterparties pursuant to the 2026
Convertible Note Hedge Transactions. The 2026 Convertible Note Hedge Transactions initially covered, subject to anti-dilution adjustments substantially similar to those in the 2026 Convertible Notes, approximately 2.8 million shares of the Company's common stock, the same number of shares initially underlying the 2026 Convertible Notes, at a strike price of approximately $165.65, subject to customary anti-dilution adjustments. The 2026 Convertible Note Hedge Transactions will expire upon the maturity of the 2026 Convertible Notes, subject to earlier exercise or termination. Concurrently with the 2026 Convertible Note Repurchases, we entered into agreements to terminate a proportionate amount of the 2026 Convertible Note Hedge Transactions, which resulted in a reduction of the number of shares of common stock underlying the 2026 Convertible Note Hedge Transactions to an aggregate of 0.6 million shares of common stock. Exercise of the 2026 Convertible Note Hedge Transactions would reduce the number of shares of the Company's common stock outstanding, and therefore would be antidilutive.
- ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
Acquisitions in 2025
Freedman Seating Company
In April 2025, the Company acquired substantially all of the business assets of Freedman Seating Company, a manufacturer of transportation seating solutions to the bus, rail, marine, delivery truck, and specialty and commercial vehicle markets. The total fair value of consideration was approximately $76.8 million. The Company paid $68.6 million in cash consideration at closing and paid $0.8 million in August 2025 to true up net working capital. The Company also assumed $7.4 million of the seller's debt related to new market tax credits. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the OEM Segment. The Company is in the process of determining the fair value of the assets acquired and liabilities assumed for the opening balance sheet, including the fair value of the debt assumed and intangible assets. As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. The acquisition of this business was recorded as of the acquisition date as follows(in thousands):
| Cash consideration | $69,361 |
|---|---|
| Debt assumed | 7,444 |
| Total consideration | $76,805 |
| Customer relationships | $25,600 |
| Other identifiable intangible assets | 8,700 |
| Net tangible assets | 25,365 |
| Total fair value of net assets acquired | $59,665 |
| Goodwill (tax deductible) | $17,140 |
The customer relationships intangible asset is being amortized over its estimated useful life of 10 years. The fair value of this asset was determined using a discounted cash flow model, which is a Level 3 input in the fair value hierarchy. The consideration given in the acquisition was greater than the fair value of the net assets acquired, resulting in goodwill.
Other Acquisitions in 2025
In 2025, the Company completed three other acquisitions totaling $43.3 million of cash purchase consideration, plus holdback payments of $0.6 million to be paid over the year following the closing of the applicable acquisitions and contingent consideration payable if annual thresholds are met through 2027 for up to a maximum of $2.0 million. The preliminary purchase price allocations resulted in $6.9 million of goodwill (tax deductible) and $13.5 million of acquired identifiable intangible assets. As these acquisitions are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.
Acquisition in 2024
Camping World Furniture
In May 2024, the Company acquired the business and certain assets of the furniture operations of CWDS, LLC, a subsidiary of Camping World Holdings, Inc., in exchange for cash consideration of $20.0 million paid at closing, plus a holdback payment of $0.7 million paid on the first anniversary of the acquisition. The acquisition, which qualified as a business combination for accounting purposes, expanded the Company's furniture portfolio. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the OEM segment. The purchase price allocation resulted in $1.7 million of goodwill (tax deductible) and $4.3 million of acquired intangible assets. As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.
Acquisitions in 2023
During the year ended December 31, 2023, the Company completed two acquisitions for an aggregate $25.8 million of cash purchase consideration, plus holdback payments of $0.2 million paid in 2025. The purchase price allocations resulted in $16.8 million of goodwill (tax deductible).
Goodwill
Changes in the carrying amount of goodwill by reportable segment were as follows:
| (In thousands) | OEM Segment | Aftermarket Segment | Total |
|---|---|---|---|
| Net balance – December 31, 2023 | $421,701 | $167,849 | $589,550 |
| Acquisitions and divestitures | 1,709 | — | 1,709 |
| Foreign currency translation | (5,190) | (296) | (5,486) |
| Net balance – December 31, 2024 | 418,220 | 167,553 | 585,773 |
| Acquisitions | 18,564 | 5,478 | 24,042 |
| Foreign currency translation | 11,187 | 1,181 | 12,368 |
| Net balance – December 31, 2025 | $447,971 | $174,212 | $622,183 |
The Company performed its annual goodwill impairment procedures for all of its reporting units as of November 30, 2025, 2024, and 2023, and concludedno goodwill impairment existed at any of those times. The Company plans to update its assessment as of November 30, 2026, or sooner if events occur or circumstances change that could more likely than not reduce the fair value of a reporting unit below its carrying value. The goodwill balance as of each of December 31, 2025, 2024, and 2023 included $50.5 million of accumulated impairment, which occurred prior to December 31, 2023.
Other Intangible Assets
Other intangible assets, by segment, at December 31 were as follows:
| (In thousands) | 2025 | 2024 |
|---|---|---|
| OEM Segment | $239,897 | $235,403 |
| Aftermarket Segment | 162,671 | 156,615 |
| Other intangible assets | $402,568 | $392,018 |
Other intangible assets consisted of the following at December 31, 2025:
| (In thousands) · GrossCost · AccumulatedAmortization · NetBalance · Estimated UsefulLife in Years | ||||||
|---|---|---|---|---|---|---|
| Customer relationships | $553,520 | $267,043 | $286,477 | 6 | to | 20 |
| Patents | 95,119 | 60,163 | 34,956 | 3 | to | 20 |
| Trade names (finite life) | 109,327 | 36,040 | 73,287 | 3 | to | 20 |
| Trade names (indefinite life) | 7,432 | — | 7,432 | Indefinite | ||
| Non-compete agreements | 4,183 | 4,005 | 178 | 3 | to | 6 |
| Other | 458 | 220 | 238 | 2 | to | 12 |
| Other intangible assets | $770,039 | $367,471 | $402,568 | |||
The Company performed its annual impairment test for indefinite lived intangible assets as of November 30, 2025, 2024, and 2023, and concluded no impairment existed at any of those times.
Other intangible assets consisted of the following at December 31, 2024:
| (In thousands) · GrossCost · AccumulatedAmortization · NetBalance · Estimated UsefulLife in Years | ||||||
|---|---|---|---|---|---|---|
| Customer relationships | $508,945 | $228,332 | $280,613 | 6 | to | 20 |
| Patents | 111,934 | 74,010 | 37,924 | 3 | to | 20 |
| Trade names (finite life) | 95,879 | 30,524 | 65,355 | 3 | to | 20 |
| Trade names (indefinite life) | 7,432 | — | 7,432 | Indefinite | ||
| Non-compete agreements | 5,154 | 4,732 | 422 | 3 | to | 6 |
| Other | 609 | 337 | 272 | 2 | to | 12 |
| Other intangible assets | $729,953 | $337,935 | $392,018 | |||
Amortization expense related to other intangible assets was as follows for the years ended December 31:
| (In thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Cost of sales | $8,131 | $8,915 | $9,910 |
| Selling, general and administrative expense | 46,045 | 46,385 | 47,165 |
| Amortization expense | $54,176 | $55,300 | $57,075 |
Estimated amortization expense for other intangible assets for the next five years is as follows:
| (In thousands) | 2026 | 2027 | 2028 | 2029 | 2030 |
|---|---|---|---|---|---|
| Cost of sales | $7,085 | $6,361 | $6,315 | $5,366 | $3,153 |
| Selling, general and administrative expense | 45,718 | 44,658 | 41,502 | 40,406 | 39,074 |
| Amortization expense | $52,803 | $51,019 | $47,817 | $45,772 | $42,227 |
- INVENTORIES
Inventories consisted of the following at December 31:
| (In thousands) | 2025 | 2024 |
|---|---|---|
| Raw materials | $494,701 | $427,585 |
| Work in process | 42,883 | 44,435 |
| Finished goods | 271,510 | 264,584 |
| Inventories, net | $809,094 | $736,604 |
At December 31, 2025 and 2024, the Company had recorded inventory obsolescence reserves of $80.4 million and $77.7 million, respectively.
- FIXED ASSETS
Fixed assets consisted of the following at December 31:
| Estimated | |||
|---|---|---|---|
| Useful Life | |||
| (In thousands) | 2025 | 2024 | in Years |
| Land | $19,957 | $20,506 | |
| Buildings and improvements | 249,293 | 247,276 | 10 to 40 |
| Leasehold improvements | 36,177 | 34,114 | 3 to 20 |
| Machinery and equipment | 582,029 | 539,327 | 3 to 15 |
| Furniture and fixtures | 74,557 | 82,049 | 3 to 15 |
| Construction in progress | 21,705 | 36,947 | |
| Fixed assets, at cost | 983,718 | 960,219 | |
| Less accumulated depreciation and amortization | (555,687) | (527,491) | |
| Fixed assets, net | $428,031 | $432,728 | |
Depreciation and amortization of fixed assets was as follows for the years ended December 31:
| (In thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Cost of sales | $56,014 | $56,773 | $57,134 |
| Selling, general and administrative expenses | 11,041 | 13,620 | 17,559 |
| Total | $67,055 | $70,393 | $74,693 |
- ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following at December 31:
| (In thousands) | 2025 | 2024 |
|---|---|---|
| Employee compensation and benefits | $80,023 | $70,107 |
| Current portion of accrued warranty | 44,901 | 40,735 |
| Customer rebates | 25,751 | 21,707 |
| Other | 72,578 | 52,726 |
| Accrued expenses and other current liabilities | $223,253 | $185,275 |
Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company's historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company's accrued warranty, including both the current and long-term portions, for the years ended December 31:
| (In thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Balance at beginning of period | $65,485 | $71,578 | $54,528 |
| Provision for warranty expense issued during the period | 48,250 | 38,123 | 55,023 |
| Provision for warranty expense for preexisting warranties | 16,745 | 16,724 | 29,308 |
| Warranty liability from acquired businesses | — | — | 789 |
| Warranty costs paid | (54,619) | (60,940) | (68,070) |
| Balance at end of period | 75,861 | 65,485 | 71,578 |
| Less long-term portion | (30,960) | (24,750) | (23,110) |
| Current portion of accrued warranty at end of period | $44,901 | $40,735 | $48,468 |
- RETIREMENT AND OTHER BENEFIT PLANS
Defined Contribution Plan
The Company maintains a discretionary defined contribution 401(k) profit sharing plan covering all eligible employees. The Company contributed $12.5 million, $11.6 million, and $12.1 million to this plan during the years ended December 31, 2025, 2024, and 2023, respectively.
Deferred Compensation Plan
The Company has an Executive Non-Qualified Deferred Compensation Plan (the "Plan"). Pursuant to the Plan, certain management employees are eligible to defer all or a portion of their regular salary and incentive compensation. Participants deferred $0.9 million, $0.4 million, and $2.6 million during the years ended December 31, 2025, 2024, and 2023, respectively. The amounts deferred under this Plan are credited with earnings or losses based upon changes in values of the notional investments elected by the Plan participants. Each Plan participant is fully vested in their deferred compensation and earnings credited to his or her account as all contributions to the Plan are made by the participant. The Company is responsible for certain costs of Plan administration, which are not significant, and will not make any contributions to the Plan. Pursuant to the Plan, payments to the Plan participants are made from the general unrestricted assets of the Company, and the Company's obligations pursuant to the Plan are unfunded and unsecured. Participants withdrew $2.6 million, $2.9 million, and $5.0 million from the Plan during the years ended December 31, 2025, 2024, and 2023, respectively. At December 31, 2025 and 2024, deferred compensation of $48.3 million and $43.8 million, respectively, was recorded in other long-term liabilities, and deferred compensation of $2.5 million and $2.5 million, respectively, was recorded in accrued expenses and other current liabilities. The Company invests the majority of amounts deferred by the Plan participants in life insurance contracts, matching the investments elected by the Plan participants. Deferred compensation assets and liabilities are recorded at contract value. At December 31, 2025 and 2024, investments under the plan of $50.7 million and $45.2 million, respectively, were recorded in other long-term assets.
Dutch Pension Plans
The acquisition of Polyplastic in January 2020 included the assumption of two partially-funded defined benefit pension plans (the "Dutch pension plans") based in the Netherlands. The Dutch pension plans, which are qualified defined benefit pension plans, provided benefits based on years of service and average pay. During 2022, there was a curtailment of the Dutch pension plans for the Company's Dutch employees. These employees were moved into defined contribution plans. The Company has purchased annuity contracts from an insurance company to cover the vested benefits of the defined pension plans; however, future indexation and cost of living adjustments for all participants remains applicable, and the Company remains liable for future funding. The Company is not obligated to provide future pension funding for service after December 31, 2022.
- LONG-TERM INDEBTEDNESS
Long-term debt consisted of the following at December 31:
| (In thousands) | 2025 | 2024 |
|---|---|---|
| 2030 Convertible Notes | $460,000 | $— |
| 2026 Convertible Notes | 92,000 | 460,000 |
| Term Loan | 397,005 | 280,000 |
| Revolving Credit Loan | — | 19,263 |
| Other | 9,062 | 1,588 |
| Unamortized deferred financing fees | (12,882) | (3,598) |
| 945,185 | 757,253 | |
| Less current portion | (3,683) | (423) |
| Long-term indebtedness | $941,502 | $756,830 |
Credit Agreement
The Company and certain of its subsidiaries are party to a credit agreement dated March 25, 2025 with JPMorgan Chase, N.A., as a lender and administrative agent, and other bank lenders, which was amended by an Amendment No. 1 dated September 26, 2025 ("Amendment No. 1" and the credit agreement as amended, the "Credit Agreement"). The Credit Agreement provides for a $600.0 million revolving credit facility (of which up to $50.0 million is available for the issuance of letters of credit (the "LC Facility") and up to $400.0 million is available in approved foreign currencies). The Credit Agreement also provides for term loans (the "Term Loans") to the Company in an aggregate principal amount of $400.0 million. The maturity date of the Term Loans is March 25, 2032 and the maturity date of the revolving credit facility is March 25, 2030 or, if earlier, the date that is 91 days prior to the scheduled maturity date of any 2030 Convertible Notes outstanding at any such time or the date on which the revolving commitments are reduced to zero or otherwise terminated. The Term Loans are required to be repaid in equal $1.0 million quarterly installments, which commenced on June 30, 2025. The Credit Agreement also permits the Company to request incremental loans under the Credit Agreement and certain other incremental equivalent debt in an aggregate incremental amount equal to the sum of (A) up to the greater of (i) $371.0 million and (ii) an amount equal to 100% of EBITDA for the most recently ended four consecutive fiscal quarters for which financial statements have been delivered pursuant to the Credit Agreement (the “Fixed Incremental Amount”), (B) the amount of any voluntary prepayments of any term loans, incremental equivalent debt or permanent reductions of the revolving commitments as in effect as of the date of the Credit Agreement (which amount shall replenish, but not exceed, the Fixed Incremental Amount), and (C) an unlimited additional amount of additional debt that meets certain requirements set forth in the Credit Agreement, including limitations on any incremental facility that is secured on a pari passu basis or junior basis with the debt under the Credit Agreement, in each case subject to the willingness of the lenders to fund such increase and other customary conditions as further set forth in the Credit Agreement.
Borrowings under the Credit Agreement in U.S. dollars are designated from time to time by the Company to bear interest at either (i) a base rate plus an applicable margin which (a) for borrowings under the revolving credit facility, ranges from 0.25 percent to 1.00 percent depending on the Company's total net leverage ratio (0.50 percent would have been applicable at December 31, 2025 if the Company had elected base rate loans for any revolving credit facility borrowings) and (b) for Term Loans, is 1.25 percent or (ii) a term Secured Overnight Financing Rate ("SOFR") for an interest period selected by the Company plus an applicable margin, which (a) for borrowings under the revolving credit facility ranges from 1.25 percent to 2.00 percent (1.50 percent would have been applicable at December 31, 2025 if the Company had elected term benchmark loans for any revolving credit facility borrowings) depending on the Company’s total net leverage ratio and (b) for any Term Loans, is 2.25 percent. Foreign currency borrowings bear interest at an index rate available in such currencies plus the same additional interest margins applicable to term SOFR benchmark loans under the revolving credit facility based on the Company's total net leverage ratio. At December 31, 2025, the Company had $4.8 million in issued, but undrawn, standby letters of credit under the LC Facility. A commitment fee ranging from 0.175 percent to 0.275 percent (0.200 percent was applicable at December 31, 2025) depending on the Company's total net leverage ratio accrues on the actual daily amount that the revolving commitment exceeds the revolving credit exposure.
Pursuant to the Credit Agreement, the Company shall not permit its net leverage ratio to exceed certain limits, shall maintain a minimum interest coverage ratio, and must comply with certain other covenants. At December 31, 2025, the Company was in compliance with all financial covenants. The maximum net leverage ratio covenant limits the amount of consolidated outstanding indebtedness that the Company may incur on a trailing twelve-month EBITDA, and there are certain other limitations on the incurrence of indebtedness under the Credit Agreement. Availability under the Company’s revolving credit facility was $595.2 million at December 31, 2025. The Company believes the availability under the revolving credit facility under the Credit Agreement, along with its cash flows from operations, are adequate to finance the Company's anticipated cash requirements for the next twelve months.
At December 31, 2025, the fair value of the Company's floating rate long-term debt under the Credit Agreement approximates the carrying value, as estimated using quoted market prices and discounted future cash flows based on similar borrowing arrangements.
In March 2025, the Company used a portion of the proceeds of the Term Loans to repay the remaining outstanding principal of the term loan under the previous credit agreement of $280.0 million, and the previous credit agreement was terminated. The Company recognized a loss on extinguishment of debt related to the previous term loan of $1.9 million during the twelve months ended December 31, 2025. As described above, in September 2025, the Company entered into Amendment No. 1 to reprice the Term Loans, resulting in a reduction in the applicable margins by 0.25 percent. The Company recognized a loss on extinguishment of debt related to this repricing amendment of $0.8 million during the twelve months ended December 31, 2025.
Convertible Notes
2030 Convertible Notes
On March 14, 2025, the Company issued $460.0 million in aggregate principal amount of 2030 Convertible Notes in a private placement to certain qualified institutional buyers, resulting in net proceeds to the Company of approximately $447.0 million after deducting the initial purchasers’ discounts and offering expenses payable by the Company. The 2030 Convertible Notes bear interest at a coupon rate of 3.000 percent per annum, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2025. The 2030 Convertible Notes will mature on March 1, 2030, unless earlier converted, redeemed, or repurchased, in accordance with their terms.
As of December 31, 2025, the conversion rate of the 2030 Convertible Notes was 8.5745 shares of the Company’s common stock per $1,000 principal amount of the 2030 Convertible Notes. The conversion rate of the 2030 Convertible Notes is subject to further adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the 2030 Notes Indenture) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 2030 Convertible Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.
Prior to the close of business on the business day immediately preceding November 1, 2029, the 2030 Convertible Notes are convertible at the option of the holders only under certain circumstances as set forth in the 2030 Notes Indenture. On or after November 1, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2030 Convertible Notes at any time. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2030 Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the 2030 Convertible Notes being converted.
The Company may not redeem the 2030 Convertible Notes prior to March 6, 2028, except in the event of a Cleanup Redemption (as defined below). Beginning on March 6, 2028, the Company may redeem for cash all or any portion of the 2030
Convertible Notes, at the Company's option, if (i) the last reported sale price of the Company's common stock has been at least 130 percent of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (ii) the Liquidity Conditions (as defined in the 2030 Notes Indenture) are met at a redemption price equal to 100 percent of the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, the Company may redeem for cash all, but not less than all, of the 2030 Convertible Notes at any time at a redemption price equal to 100 percent of the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date if (i) the amount of the 2030 Convertible Notes that remains outstanding is less than 25 percent of the aggregate principal amount of the 2030 Convertible Notes initially issued under the 2030 Notes Indenture and (ii) the Liquidity Conditions are met (such redemption, a “Cleanup Redemption”). Upon the occurrence of a fundamental change (as defined in the 2030 Notes Indenture), subject to certain conditions and a limited exception, holders of the 2030 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2030 Convertible Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100 percent of the principal amount of the 2030 Convertible Notes to be repurchased, plus accrued and unpaid interest on such 2030 Convertible Notes to, but excluding, the fundamental change repurchase date (as defined in the 2030 Notes Indenture).
The 2030 Convertible Notes are senior unsecured obligations and rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the 2030 Convertible Notes, equal in right of payment with all the Company's liabilities that are not so subordinated, effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's subsidiaries. The 2030 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the named trustee or the holders of at least 25 percent of the aggregate principal amount of the outstanding 2030 Convertible Notes may declare 100 percent of the principal of, and accrued and unpaid interest, if any, on all the outstanding 2030 Convertible Notes to be due and payable.
The 2030 Convertible Notes are not registered securities nor listed on any securities exchange but may be actively traded by qualified institutional buyers. The fair value of the 2030 Convertible Notes of $549.4 million at December 31, 2025 was estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets.
2026 Convertible Notes
On May 13, 2021, the Company issued $460.0 million in aggregate principal amount of 2026 Convertible Notes in a private placement to certain qualified institutional buyers, resulting in net proceeds to the Company of approximately $447.8 million after deducting the initial purchasers' discounts and offering expenses payable by the Company. The 2026 Convertible Notes bear interest at a coupon rate of 1.125 percent per annum, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The 2026 Convertible Notes will mature on May 15, 2026, unless earlier converted, redeemed, or repurchased, in accordance with their terms.
As of December 31, 2025, the conversion rate of the 2026 Convertible Notes was 6.3262 shares of the Company's common stock per $1,000 principal amount of the 2026 Convertible Notes. The conversion rate of the 2026 Convertible Notes is subject to further adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the 2026 Notes Indenture) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 2026 Convertible Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.
Until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Convertible Notes at any time. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2026 Convertible Notes to be converted. Additionally, the Company has provided the trustee of the 2026 Convertible Notes notice of the Company's election to settle in cash, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the 2026 Convertible Notes being converted.
Beginning on May 20, 2024, the Company may redeem for cash all or any portion of the 2026 Convertible Notes, at the Company's option, if the last reported sale price of the Company's common stock has been at least 130 percent of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 percent of the principal amount of the
2026 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a fundamental change (as defined in the 2026 Notes Indenture), subject to certain conditions, holders of the 2026 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2026 Convertible Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100 percent of the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest on such 2026 Convertible Notes to, but not including, the fundamental change repurchase date (as defined in the 2026 Notes Indenture).
The 2026 Convertible Notes are senior unsecured obligations and rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the 2026 Convertible Notes, equal in right of payment with all the Company's liabilities that are not so subordinated, effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's subsidiaries. The 2026 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the named trustee or the holders of at least 25 percent of the aggregate principal amount of the outstanding 2026 Convertible Notes may declare 100 percent of the principal of, and accrued and unpaid interest, if any, on all the outstanding 2026 Convertible Notes to be due and payable.
The 2026 Convertible Notes are not registered securities nor listed on any securities exchange but may be actively traded by qualified institutional buyers. The fair value of the 2026 Convertible Notes of $91.1 million at December 31, 2025 was estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets.
On March 14, 2025, the Company settled certain separate, privately negotiated transactions (the "2026 Convertible Note Repurchases") with certain holders of the 2026 Convertible Notes to repurchase $368.0 million aggregate principal amount of the 2026 Convertible Notes using $370.3 million of the net proceeds received from the issuance of the 2030 Convertible Notes. In connection with the 2026 Convertible Note Repurchases, the Company recorded a loss on extinguishment of debt of $6.2 million. Concurrently with the 2026 Convertible Note Repurchases, the Company entered into agreements to terminate a proportionate amount of the 2026 Warrants and the 2026 Convertible Note Hedge Transactions, which resulted in net proceeds to the Company of $1.4 million.
- INCOME TAXES
The components of earnings before income taxes consisted of the following for the years ended December 31:
| (In thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| United States | $255,957 | $195,866 | $92,679 |
| Foreign | (888) | (6,528) | (9,675) |
| Total earnings before income taxes | $255,069 | $189,338 | $83,004 |
The provision for income taxes in the Consolidated Statements of Income was as follows for the years ended December 31:
| (In thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Current: | |||
| Federal | $40,179 | $45,922 | $15,454 |
| State and local | 6,727 | 6,887 | 1,752 |
| Foreign | 4,031 | 735 | (464) |
| Total current provision | 50,937 | 53,544 | 16,742 |
| Deferred: | |||
| Federal | 15,918 | (2,249) | 5,824 |
| State and local | 3,537 | (425) | 824 |
| Foreign | (3,573) | (4,399) | (4,581) |
| Total deferred provision (benefit) | 15,882 | (7,073) | 2,067 |
| Provision for income taxes | $66,819 | $46,471 | $18,809 |
The Company had cash and cash equivalents of approximately $222.6 million and $165.8 million at December 31, 2025 and 2024, respectively, of which approximately 15 percent and 11 percent was held by subsidiaries in foreign countries.
The Company examined the potential liabilities related to investments in foreign subsidiaries and concluded that there are no material deferred tax liabilities that should be recorded.
The provision for income taxes differs from the amount computed by applying the federal statutory rate of 21 percent for 2025 to income before income taxes for the reasons detailed in the table below. Due to the adoption of ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, the Company has presented its 2025 income tax disclosures in a revised format that includes enhanced disaggregation and updated categorization consistent with the new FASB requirements:
| (In thousands) | 2025 | % |
|---|---|---|
| Income tax at U.S. federal statutory rate | $53,564 | 21.0% |
| Domestic Federal | ||
| Tax credits | (664) | (0.3)% |
| Nontaxable or nondeductible items: | ||
| Section 162(m) permanent addback | 4,624 | 1.8% |
| Other | (396) | (0.1)% |
| Cross-border tax laws | — | —% |
| Domestic changes in valuation allowances | — | —% |
| Other reconciling items | (262) | (0.1)% |
| Domestic state and local income taxes, net of federal effect | 8,236 | 3.2% |
| Foreign tax effects: | ||
| Other foreign jurisdictions | 536 | 0.2% |
| Worldwide changes in prior year unrecognized tax benefits | 1,181 | 0.5% |
| Provision for income taxes | $66,819 | 26.2% |
The provision for income taxes differs from the amount computed by applying the federal statutory rate of 21 percent for 2024 and 2023 to income before income taxes for the following reasons for the years ended December 31:
| (In thousands) | 2024 | 2023 |
|---|---|---|
| Income tax at U.S. federal statutory rate | $39,761 | $17,431 |
| State income tax, net of federal income tax impact | 5,105 | 2,035 |
| Section 162(m) limit | 3,735 | 1,896 |
| Federal tax credits | (1,002) | (1,219) |
| Share-based payment compensation excess tax benefit | (346) | (242) |
| Other | (782) | (1,092) |
| Provision for income taxes | $46,471 | $18,809 |
At December 31, 2025, the Company had domestic federal income taxes payable of $2.3 million, domestic state income taxes receivable of $2.7 million, and foreign taxes receivable of $2.3 million recorded. At December 31, 2024, the Company had domestic federal income taxes receivable of $5.6 million, domestic state income taxes receivable of $3.7 million, and foreign taxes receivable of $3.3 million recorded.
At December 31, 2025, state taxes in Indiana and California made up the majority (greater than 50%) of the domestic state and local taxes. At December 31, 2024, state taxes in Indiana and Oregon made up the majority (greater than 50%) of the domestic state and local taxes.
Deferred Income Tax Assets and Liabilities and Valuation Allowances
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows at December 31:
| (In thousands) | 2025 | 2024 |
|---|---|---|
| Deferred tax assets: | ||
| Stock-based compensation | $2,468 | $1,836 |
| Pension | 920 | 909 |
| Deferred compensation | 11,737 | 11,114 |
| Warranty | 16,608 | 13,540 |
| Convertible debt bond hedge | 14,286 | 7,323 |
| Inventory | 26,101 | 24,007 |
| Research and experimental costs | 215 | 9,018 |
| Other | 7,384 | 6,963 |
| Lease obligation asset | 69,904 | 57,528 |
| Net operating loss, interest, and tax credit carryforwards | 16,131 | 15,152 |
| Total deferred tax assets before valuation allowance | 165,754 | 147,390 |
| Less valuation allowance | (7,896) | (7,657) |
| Total deferred tax assets net of valuation allowance | 157,858 | 139,733 |
| Deferred tax liabilities: | ||
| Lease obligation liability | (65,776) | (54,106) |
| Fixed assets | (45,748) | (40,432) |
| Intangible assets | (68,288) | (64,953) |
| Total deferred tax liabilities | (179,812) | (159,491) |
| Net deferred tax liabilities | $(21,954) | $(19,758) |
As of December 31, 2025, the Company had deferred tax assets recorded related to foreign net operating losses and tax credit carryforwards of $16.1 million, net. This includes $2.5 million related to U.K. entities, $3.9 million related to Italian entities, $7.8 million related to Hong Kong entities, and $1.9 million related to other foreign entities. The net operating losses and tax credit carryforwards have indefinite lives.
The foreign valuation allowance for Hong Kong deferred tax assets as of December 31, 2025 and 2024 was $7.8 million and $7.5 million, respectively. Based upon historical results and estimated future results, it is the judgment of management that these tax carryforward attributes related to Hong Kong entities are not likely to be realized. The Company has concluded it is more likely than not that it will realize the benefit of all other existing deferred tax assets, net of the valuation allowances mentioned above.
Unrecognized Tax Benefits
The following table reconciles the total amounts of unrecognized tax benefits, at December 31:
| (In thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Balance at beginning of period | $24,915 | $24,395 | $23,376 |
| Changes in tax positions of prior years | — | — | 218 |
| Additions based on tax positions related to the current year | 688 | 1,219 | 1,195 |
| Decreases due to settlements of liabilities | (411) | — | — |
| Decreases due to closure of tax years | (1,235) | (699) | (394) |
| Balance at end of period | $23,957 | $24,915 | $24,395 |
In addition, the total amount of accrued interest and penalties related to taxes, recognized as a liability, was $11.2 million, $9.6 million, and $7.2 million at December 31, 2025, 2024, and 2023, respectively.
The total amount of unrecognized tax benefits, net of federal income tax benefits, of $34.6 million, $33.9 million, and $30.8 million at December 31, 2025, 2024, and 2023, respectively, would, if recognized, increase the Company’s earnings, and lower the Company's annual effective tax rate in the year of recognition.
The Company is subject to taxation in the United States and various states and foreign jurisdictions. In the normal course of business, the Company is subject to examinations by taxing authorities in these jurisdictions. For U.S. federal and state income tax purposes, tax years 2024, 2023, and 2022 remain subject to examination.
- LEASES
The components of lease cost were as follows for the years ended December 31:
| (In thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Operating lease cost | $71,275 | $64,343 | $61,247 |
| Short-term lease cost | 3,039 | 3,587 | 4,969 |
| Variable lease cost | 4,291 | 4,180 | 4,312 |
| Total lease cost | $78,605 | $72,110 | $70,528 |
At December 31, 2025, the Company's operating leases had a weighted-average remaining lease term of 7.9 years and a weighted-average discount rate of 7.0 percent.
Cash Flows
Right-of-use assets of $96.9 million, $29.6 million, and $44.5 million were recognized as non-cash asset additions that resulted from new operating lease obligations during the years ended December 31, 2025, 2024, and 2023, respectively, which included $15.5 million, $5.5 million, and $0.4 million of right-of-use assets from acquisitions, respectively. Cash paid for amounts included in the present value of operating lease obligations and included in cash flows from operations was $63.2 million, $59.6 million, and $55.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Future minimum lease payments under operating leases as of December 31, 2025 were as follows:
| (In thousands) | |
|---|---|
| Year Ending December 31, | |
| 2026 | $62,286 |
| 2027 | 54,266 |
| 2028 | 49,318 |
| 2029 | 43,247 |
| 2030 | 36,471 |
| Thereafter | 135,371 |
| Total future minimum lease payments | 380,959 |
| Less interest | (90,738) |
| Present value of operating lease liabilities | $290,221 |
- COMMITMENTS AND CONTINGENCIES
Holdback Payments and Contingent Consideration
From time to time, the Company finances a portion of its business combinations with deferred acquisition payments ("holdback payments") and/or contingent earnout provisions. Holdback payments are accrued at their discounted present value. As required, the liability for contingent consideration is measured at fair value quarterly, considering actual sales of the acquired products, updated sales projections, and the updated market participant weighted average cost of capital. Depending upon the weighted average costs of capital and future sales of the products which are subject to contingent consideration, the Company could record adjustments in future periods. See Note 4 - Acquisitions, Goodwill and Other Intangible Assets for information on certain holdback payments. Contingent consideration balances were not material at December 31, 2025 and 2024.
Product Recalls
From time to time, the Company cooperates with and assists its customers on their product recalls and inquiries, and occasionally receives inquiries directly from the National Highway Traffic Safety Administration regarding reported incidents involving the Company's products. As a result, the Company has incurred expenses associated with product recalls from time to time and may incur expenditures for future investigations or product recalls.
Environmental
The Company's operations are subject to certain Federal, state, and local regulatory requirements relating to the use, storage, discharge, and disposal of hazardous materials used during the manufacturing processes. Although the Company believes its operations have been consistent with prevailing industry standards and are in substantial compliance with applicable environmental laws and regulations, one or more of the Company's current or former operating sites, or adjacent sites owned by third-parties, have been affected, and may in the future be affected, by releases of hazardous materials. As a result, the Company may incur expenditures for future investigation and remediation of these sites, including in conjunction with voluntary remediation programs or third-party claims.
Litigation
In the normal course of business, the Company is subject to proceedings, lawsuits, regulatory agency inquiries, and other claims. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. While these matters could materially affect operating results when resolved in future periods, management believes that, after final disposition, including anticipated insurance recoveries in certain cases, any monetary liability or financial impact to the Company beyond that provided in the Consolidated Balance Sheet as of December 31, 2025, would not be material to the Company's financial position or annual results of operations.
- STOCKHOLDERS' EQUITY
The following table summarizes information about shares of the Company's common stock at December 31:
| (In thousands) | 2025 | 2024 |
|---|---|---|
| Common stock authorized | 75,000 | 75,000 |
| Common stock issued | 28,906 | 28,804 |
| Treasury stock | 4,707 | 3,341 |
| Common stock outstanding | 24,199 | 25,463 |
Dividends
The table below summarizes the regular quarterly dividends declared and paid during the years ended December 31:
| (In thousands, except per share data) | Per Share | Record Date | Payment Date | Total Paid |
|---|---|---|---|---|
| First Quarter 2023 | $1.05 | 03/10/23 | 03/24/23 | $26,563 |
| Second Quarter 2023 | 1.05 | 06/02/23 | 06/16/23 | 26,591 |
| Third Quarter 2023 | 1.05 | 09/01/23 | 09/15/23 | 26,590 |
| Fourth Quarter 2023 | 1.05 | 12/01/23 | 12/15/23 | 26,592 |
| Total 2023 | $4.20 | $106,336 | ||
| (In thousands, except per share data) | Per Share | Record Date | Payment Date | Total Paid |
|---|---|---|---|---|
| First Quarter 2024 | $1.05 | 03/08/24 | 03/22/24 | $26,721 |
| Second Quarter 2024 | 1.05 | 05/31/24 | 06/14/24 | 26,734 |
| Third Quarter 2024 | 1.05 | 08/30/24 | 09/13/24 | 26,736 |
| Fourth Quarter 2024 | 1.15 | 11/29/24 | 12/13/24 | 29,280 |
| Total 2024 | $4.30 | $109,471 | ||
| First Quarter 2025 | $1.15 | 03/07/25 | 03/21/25 | $29,352 |
| Second Quarter 2025 | 1.15 | 05/30/25 | 06/13/25 | 29,036 |
| Third Quarter 2025 | 1.15 | 08/29/25 | 09/12/25 | 27,827 |
| Fourth Quarter 2025 | 1.15 | 11/28/25 | 12/12/25 | 27,828 |
| Total 2025 | $4.60 | $114,043 | ||
Stock-Based Awards
On May 24, 2018, the Company's stockholders approved the LCI Industries 2018 Omnibus Incentive Plan (the "2018 Plan"), which provides that the number of shares of common stock that may be the subject of awards and issued under the 2018 Plan is 1,500,000, plus shares subject to any awards outstanding as of May 24, 2018 under the LCI Industries Equity Award and Incentive Plan, as Amended and Restated, that subsequently expire, are forfeited or canceled, are settled for cash, are not issued in shares, or are tendered or withheld to pay the exercise price or satisfy any tax withholding obligations related to the award. Executive officers and other employees of the Company and its subsidiaries and affiliates, and independent directors, consultants, and others who provide substantial services to the Company and its subsidiaries and affiliates, are eligible to be granted awards under the 2018 Plan. Under the 2018 Plan, the Compensation Committee of LCII's Board of Directors is authorized to grant stock options, stock appreciation rights, restricted stock awards, stock unit awards, other stock-based awards, and cash incentive awards.
The number of shares available for future awards under the 2018 Plan was 510,853,640,848, and 821,703 at December 31, 2025, 2024, and 2023, respectively.
Stock-based compensation resulted in charges to operations as follows for the years ended December 31:
| (In thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Deferred and restricted stock units | $17,161 | $15,668 | $15,462 |
| Performance stock units | 5,528 | 2,985 | 2,767 |
| Stock-based compensation expense | $22,689 | $18,653 | $18,229 |
Stock-based compensation expense is recorded in the Consolidated Statements of Income in the same line as cash compensation to those employees is recorded, primarily in selling, general and administrative expenses.
Deferred and Restricted Stock Units
The 2018 Plan provides for the grant or issuance of stock units, including those that have deferral periods, such as deferred stock units ("DSUs"), and those with time-based vesting provisions, such as restricted stock units ("RSUs"), to directors, employees, and other eligible persons. Recipients of DSUs and RSUs are entitled to receive shares at the end of a specified vesting or deferral period. Holders of DSUs and RSUs receive dividend equivalents based on dividends granted to holders of the common stock, which dividend equivalents are payable in additional DSUs and RSUs, and are subject to the same vesting criteria as the original grant.
DSUs vest (i) ratably over the service period, (ii) at a specified future date, or (iii) for certain officers, based on achievement of specified performance conditions. RSUs vest (i) ratably over the service period or (ii) at a specified future date. As a result of the Company's executive succession, the vesting of certain RSUs was accelerated pursuant to contractual obligations with certain employees whose employment terminated. In addition, DSUs are issued in lieu of certain cash compensation. Transactions in DSUs and RSUs under the 2018 Plan are summarized as follows:
| Number of Shares | Weighted Average Price | |
|---|---|---|
| Outstanding at December 31, 2022 | 277,774 | $120.92 |
| Issued | 3,244 | 119.43 |
| Granted | 159,640 | 114.22 |
| Dividend equivalents | 10,731 | 116.99 |
| Forfeited | (23,440) | 121.16 |
| Vested | (131,644) | 112.10 |
| Outstanding at December 31, 2023 | 296,305 | $118.60 |
| Issued | 2,321 | 111.83 |
| Granted | 143,407 | 125.20 |
| Dividend equivalents | 11,596 | 112.25 |
| Forfeited | (21,249) | 122.30 |
| Vested | (130,903) | 114.87 |
| Outstanding at December 31, 2024 | 301,477 | $119.84 |
| Issued | 1,313 | 95.91 |
| Granted | 166,460 | 102.30 |
| Dividend equivalents | 15,244 | 97.91 |
| Forfeited | (6,489) | 114.31 |
| Vested | (153,555) | 118.61 |
| Outstanding at December 31, 2025 | 324,450 | $110.79 |
As of December 31, 2025, there was $18.3 million of total unrecognized compensation cost related to DSUs and RSUs, which is expected to be recognized over a weighted average remaining period of 1.7 years.
Performance Stock Units
The 2018 Plan provides for performance stock units ("PSUs") that vest at a specific future date based on achievement of specified performance conditions. Transactions in PSUs under the 2018 Plan are summarized as follows:
| Number of Shares | Stock Price | |
|---|---|---|
| Outstanding at December 31, 2022 | 162,381 | $120.12 |
| Granted | 140,953 | 108.42 |
| Dividend equivalents | 7,236 | 117.20 |
| Forfeited | (3,245) | 96.55 |
| Vested | (100,046) | 101.11 |
| Outstanding at December 31, 2023 | 207,279 | $122.57 |
| Granted | 108,096 | 132.77 |
| Dividend equivalents | 9,198 | 112.27 |
| Vested | (78,695) | 143.54 |
| Outstanding at December 31, 2024 | 245,878 | $120.26 |
| Granted | 79,688 | 103.49 |
| Dividend equivalents | 11,893 | 98.01 |
| Forfeited | (86,443) | 120.57 |
| Outstanding at December 31, 2025 | 251,016 | $114.55 |
As of December 31, 2025, there was $9.8 million of total unrecognized compensation cost related to PSUs, which is expected to be recognized over a weighted average remaining period of 1.8 years.
Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss), net of income taxes, are as follows:
| (In thousands) | Foreign currency items | Pension items | Total |
|---|---|---|---|
| Accumulated other comprehensive income (loss) at December 31, 2023 | $(14,789) | $29,061 | $14,272 |
| Net foreign currency translation adjustment | (9,366) | (1,441) | (10,807) |
| Actuarial loss on pension plans | — | (233) | (233) |
| Net current-period other comprehensive loss | (9,366) | (1,674) | (11,040) |
| Accumulated other comprehensive income (loss) at December 31, 2024 | (24,155) | 27,387 | 3,232 |
| Net foreign currency translation adjustment | 30,598 | 3,526 | 34,124 |
| Actuarial gain on pension plans | — | 326 | 326 |
| Net current-period other comprehensive income | 30,598 | 3,852 | 34,450 |
| Accumulated other comprehensive income at December 31, 2025 | $6,443 | $31,239 | $37,682 |
In both years ended December 31, 2025 and 2024, the Company recorded an immaterial amount in taxes related to other comprehensive income (loss).
Stock Repurchase Programs
In May 2022, the Company's Board of Directors authorized a stock repurchase program (the "2022 Share Repurchase Program") granting the Company authority to repurchase up to $200.0 million of the Company's common stock over athree-year period, which ended on May 19, 2025. The timing of stock repurchases, and the number of shares, were dependent upon market conditions and other factors. Share repurchases could be made in the open market and/or in privately negotiated transactions in accordance with applicable securities laws. The stock repurchase program was subject to modification, suspension, or termination at any time by the Board of Directors. No shares were purchased under the 2022 Share Repurchase Program in the year ended December 31, 2024. In March 2025, the Company purchased 308,898 shares at a weighted average price of $91.47 per share, totaling $28.4 million, including excise tax, under the 2022 Share Repurchase Program. Following such repurchase, no additional shares were purchased under the 2022 Share Repurchase Program prior to its expiration on May 19, 2025.
In May 2025, the Company's Board of Directors authorized a new stock repurchase program (the "2025 Share Repurchase Program") for the purchase of up to $300.0 million of the Company's common stock over athree-year period ending on May 15, 2028. The timing of stock repurchases, and the number of shares, will depend upon market conditions and other factors. Share repurchases, if any, will be made in privately negotiated and/or open market transactions, such as in compliance with Rule 10b-18 of the Securities Act of 1934, as amended (the "Exchange Act"), and/or pursuant to a trading plan in accordance with Rule 10b5-1 of the Exchange Act, or a combination of methods. The stock repurchase program may be modified, suspended, or terminated at any time by the Board of Directors.
On June 11, 2025, the Company entered into a Rule 10b5-1 trading plan under the 2025 Share Repurchase Program for the period between June 13, 2025 and August 1, 2025 to repurchase up to $100.0 million of common stock (excluding excise tax), subject to certain parameters. Under this Rule 10b5-1 trading plan, the Company purchased 1,057,667 shares at a weighted average price of $94.55 per share totaling $101.0 million, including excise tax, during the year ended December 31, 2025. As of December 31, 2025, there was $200.0 million remaining for the repurchase of shares under the 2025 Share Repurchase Program.
- SEGMENT REPORTING
The Company hastwo reportable segments, the OEM Segment and the Aftermarket Segment. Intersegment sales are insignificant.
The OEM Segment, which accounted for 77 percent,76 percent, and 77 percent of consolidated net sales for the years ended December 31, 2025, 2024, and 2023, respectively, manufactures and distributes a broad array of highly engineered components for the leading OEMs in the recreation and transportation markets, consisting of RVs and adjacent industries, including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing. Approximately 54 percent,53 percent, and 47 percent of the Company's OEM Segment net sales in 2025, 2024, and 2023, respectively, were of components for travel trailer and fifth-wheel RVs.
The Aftermarket Segment, which accounted for 23 percent,24 percent, and 23 percent of consolidated net sales for each of the years ended December 31, 2025, 2024, and 2023, respectively, supplies engineered components to the related aftermarket channels of the recreation and transportation markets, primarily through retail dealers, wholesale distributors, and service centers, as well as direct-to-consumer sales through online platforms. The Aftermarket Segment also includes biminis, covers, buoys, and fenders to the marine industry, towing products, truck accessories, appliances, air conditioners, televisions, sound systems, tankless water heaters, and the sale of replacement glass and awnings to fulfill insurance claims.
The Company's chief operating decision maker ("CODM") is its President and Chief Executive Officer. The decisions concerning the allocation of the Company's resources are made by the CODM with oversight by the Board of Directors. The CODM evaluates the performance of each segment and makes decisions concerning the allocation of resources based upon segment operating profit, generally defined as income before interest expense and income taxes. Segment assets are not reviewed by the CODM and therefore are not disclosed below. Management of debt is a corporate function. The accounting policies of the OEM and Aftermarket Segments are the same as those described in Note 2 of the Notes to Consolidated Financial Statements.
The following tables present the Company's revenues disaggregated by segment and geography based on the billing address of the Company's customers for the years ended December 31:
| (In thousands) | U.S. (a) | Int'l (b) | Total |
|---|---|---|---|
| OEM Segment: | |||
| RV OEMs: | |||
| Travel trailers and fifth-wheels | $1,690,624 | $17,612 | $1,708,236 |
| Motorhomes | 143,872 | 92,104 | 235,976 |
| Adjacent Industries OEMs | 1,058,607 | 186,834 | 1,245,441 |
| Total OEM Segment net sales | 2,893,103 | 296,550 | 3,189,653 |
| Aftermarket Segment: | |||
| Total Aftermarket Segment net sales | 847,141 | 85,223 | 932,364 |
| Total net sales | $3,740,244 | $381,773 | $4,122,017 |
| (In thousands) | U.S. (a) | Int'l (b) | Total |
|---|---|---|---|
| OEM Segment: | |||
| RV OEMs: | |||
| Travel trailers and fifth-wheels | $1,486,108 | $28,470 | $1,514,578 |
| Motorhomes | 130,545 | 102,521 | 233,066 |
| Adjacent Industries OEMs | 927,276 | 185,530 | 1,112,806 |
| Total OEM Segment net sales | 2,543,929 | 316,521 | 2,860,450 |
| Aftermarket Segment: | |||
| Total Aftermarket Segment net sales | 803,354 | 77,404 | 880,758 |
| Total net sales | $3,347,283 | $393,925 | $3,741,208 |
| (In thousands) | U.S. (a) | Int'l (b) | Total |
|---|---|---|---|
| OEM Segment: | |||
| RV OEMs: | |||
| Travel trailers and fifth-wheels | $1,310,638 | $48,215 | $1,358,853 |
| Motorhomes | 160,857 | 108,499 | 269,356 |
| Adjacent Industries OEMs | 1,085,631 | 189,902 | 1,275,533 |
| Total OEM Segment net sales | 2,557,126 | 346,616 | 2,903,742 |
| Aftermarket Segment: | |||
| Total Aftermarket Segment net sales | 814,103 | 66,963 | 881,066 |
| Total net sales | $3,371,229 | $413,579 | $3,784,808 |
(a) Net sales to customers in the United States of America
(b) Net sales to customers domiciled in countries outside of the United States of America
Long-lived assets, including net fixed assets, operating lease right-of-use assets, goodwill, and other net intangible assets, domiciled in countries outside of the United States of America were $373.7 million and $361.8 million as of December 31, 2025 and 2024, respectively.
Corporate expenses are allocated between the segments based upon net sales. Accretion related to contingent consideration and other non-segment items are included in the segment to which they relate. Information relating to segments follows for the years ended December 31:
| Segments | |||
|---|---|---|---|
| (In thousands) | OEM | Aftermarket | Total |
| Net sales to external customers (a) | $3,189,653 | $932,364 | $4,122,017 |
| Cost of sales | 2,533,371 | 608,351 | 3,141,722 |
| Gross profit | 656,282 | 324,013 | 980,295 |
| Selling, general and administrative expenses (b) | 472,162 | 228,211 | 700,373 |
| Operating profit | $184,120 | $95,802 | $279,922 |
| Expenditures for long-lived assets (c) | 28,248 | 30,926 | 59,174 |
| Depreciation and amortization | 86,996 | 34,235 | 121,231 |
| Net sales to external customers (a) | $2,860,450 | $880,758 | $3,741,208 |
| Cost of sales | 2,303,283 | 558,210 | 2,861,493 |
| Gross profit | 557,167 | 322,548 | 879,715 |
| Selling, general and administrative expenses (b) | 450,086 | 211,392 | 661,478 |
| Operating profit | $107,081 | $111,156 | $218,237 |
| Expenditures for long-lived assets (c) | 28,593 | 19,469 | 48,062 |
| Depreciation and amortization | 93,327 | 32,366 | 125,693 |
| Net sales to external customers (a) | $2,903,742 | $881,066 | $3,784,808 |
| Cost of sales | 2,448,176 | 560,442 | 3,008,618 |
| Gross profit | 455,566 | 320,624 | 776,190 |
| Selling, general and administrative expenses (b) | 438,205 | 214,557 | 652,762 |
| Operating profit | $17,361 | $106,067 | $123,428 |
| Expenditures for long-lived assets (c) | 68,750 | 20,230 | 88,980 |
| Depreciation and amortization | 99,976 | 31,792 | 131,768 |
(a) Berkshire Hathaway Inc. (through its subsidiaries Forest River, Inc. and Clayton Homes, Inc.), a customer of both segments, accounted for 18 percent,18 percent, and 15 percent of the Company's consolidated net sales for the years ended December 31, 2025, 2024, and 2023, respectively. Thor Industries, Inc., a customer of both segments, accounted for 15 percent,16 percent, and 16 percent of the Company's consolidated net sales for the years ended December 31, 2025, 2024, and 2023, respectively. No other customer accounted for more than 10 percent of consolidated net sales in the years ended December 31, 2025, 2024, and 2023. No customer accounted for more than 10 percent of consolidated accounts receivable, net at December 31, 2025 and 2024.
(b) Certain general and administrative expenses are allocated between the segments based upon net sales or operating profit, depending upon the nature of the expense. Warehouse and transportation costs are included in selling, general and administrative expenses for segment reporting purposes.
(c) Expenditures for long-lived assets include capital expenditures, as well as fixed assets, goodwill and other intangible assets purchased as part of the acquisition of businesses. The Company purchased $6.2 million, $6.0 million, and $28.3 million of long-lived assets, as part of the acquisitions of businesses in the years ended December 31, 2025, 2024, and 2023, respectively.
Net sales by OEM Segment product were as follows for the years ended December 31:
| (In thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| OEM Segment: | |||
| Chassis, chassis parts, and slide-out mechanisms | $895,486 | $811,607 | $785,158 |
| Windows and doors | 882,799 | 838,530 | 851,761 |
| Furniture and mattresses | 501,435 | 404,021 | 464,113 |
| Axles, ABS, and suspension solutions | 316,877 | 306,760 | 313,224 |
| Appliances | 310,098 | 251,503 | 215,630 |
| Other | 282,958 | 248,029 | 273,856 |
| Total OEM Segment net sales | 3,189,653 | 2,860,450 | 2,903,742 |
| Total Aftermarket Segment net sales | 932,364 | 880,758 | 881,066 |
| Total net sales | $4,122,017 | $3,741,208 | $3,784,808 |
- SUBSEQUENT EVENT
On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were unlawful. As a result of this ruling, the availability, timing, and amount of any potential refunds associated with IEEPA tariffs previously paid by the Company remain uncertain and are subject to ongoing legal, regulatory, and administrative processes. Following the Court’s decision, the U.S. presidential administration announced its intention to rely on other statutory authorities to continue collecting tariffs and introduced new tariffs on imports from all countries, in addition to existing non‑IEEPA tariffs. The duration and scope of existing and newly announced tariff measures, potential modifications or suspensions, and the likelihood of additional tariffs or other retaliatory actions remain uncertain and may adversely impact the Company’s operations. The Company continues to monitor these developments and evaluate their potential effect on its business, financial condition, and results of operations.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.