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TTM TECHNOLOGIES INC

For the period ended Sep 28, 2026. Filed Oct 28, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 28, 2026 · Filed Oct 28, 2026

TTMI$66.51+6.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-29; filed 2026-08-05.

0001193125-26-335107

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-28; filed 2026-10-28.

0001193125-26-435875

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 83 previous paragraphs and 90 current paragraphs.

44 unchanged; 32 reworded; 14 added; 6 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

On September 16, 2026, we consummated our purchase of all outstanding shares of STG for total cash consideration of $401.2 million. STG produces rigid, rigid-flex, and flex PCB solutions as well as manufacturing and coating capabilities for miniaturized microcircuits. STG operates facilities in both Switzerland and Germany and has a global customer base that includes leading manufacturers in surgical robotics, hearing aids, medical imaging, and implantable solutions. Refer to Part I, Item 1, Note 13, Acquisitions, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information.

Current report

On September 24, 2026, we issued our $500.0 million of Senior Notes due 2034, which bear interest at a rate of 6.750% per annum. Refer to Part I, Item 1, Note 7, Long-term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information.

Current report

On September 30, 2026, we entered into the Third Amended and Restated Credit Agreement, which amended and restated the 2026 Credit Agreement and provided for the Incremental Facilities, which were funded on September 30, 2026 in connection with the Epiq acquisition described below. The terms of the Amended Term Loan Facility and the RCF as set forth under the 2026 Credit Agreement remain unchanged. Refer to Part I, Item 1, Note 7, Long-term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information.

Current report

On September 30, 2026, we consummated our acquisition of all of the issued and outstanding membership interest of Epiq for total cash consideration of $1,100.0 million, subject to certain customary post-closing adjustments. We funded the purchase price, including all related fees and adjustments, from a portion of the proceeds of borrowings from our Senior Notes due 2034 and the proceeds of borrowings from our Incremental Facilities. Refer to Part I, Item 1, Note 13, Acquisitions, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information. Because the acquisition was consummated after September 28, 2026, Epiq’s results of operations and financial position are not reflected in our consolidated results for the quarter or three quarters ended September 28, 2026.

Current report

On October 19, 2026, we announced that we had entered into a definitive agreement to acquire Ophir Optics for a purchase price of $650.0 million in an all-cash transaction, subject to customary post-closing adjustments. We expect to close this proposed acquisition in the second quarter of 2027.

Current report

Total net sales increased $921.9 million, or 43.2%, to $3,053.9 million for the three quarters ended September 28, 2026, from $2,132.0 million for the three quarters ended September 29, 2025. The primary drivers of this increase were the same as discussed in the paragraph above.

Current report

Operating expenses increased $44.8 million to $129.6 million for the quarter ended September 28, 2026, from $84.8 million for the quarter ended September 29, 2025, primarily due to higher acquisition costs, stock-based compensation, incentive compensation expense, legal expenses, and labor costs.

Current report

For more details on the realized and unrealized losses on derivative instruments, see Part I, Item 1, Note 12, Cross-currency Swap, of the Notes to Consolidated Condensed Financial Statements included in this Report for more details.

Current report

Segment operating income for the A&D reportable segment increased $49.2 million to $195.7 million for the three quarters ended September 28, 2026, from $146.5 million for the three quarters ended September 29, 2025. Segment operating margin rate for the A&D reportable segment increased to 17.0% for the three quarters ended September 28, 2026, from 14.7% for the three quarters ended September 29, 2025. The primary drivers of these increases were as discussed in the paragraph above.

Current report

Segment sales for the Commercial reportable segment increased $767.3 million, or 67.5%, to $1,904.5 million for the three quarters ended September 28, 2026, from $1,137.2 million for the three quarters ended September 29, 2025. The primary drivers of this increase were as discussed in the paragraph above.

Current report

Segment operating income for the Commercial reportable segment increased $196.8 million to $360.5 million for the three quarters ended September 28, 2026, from $163.7 million for the three quarters ended September 29, 2025. Segment operating margin rate for the Commercial reportable segment increased to 18.9% for the three quarters ended September 28, 2026, from 14.4% for the three quarters ended September 29, 2025. The primary drivers of these increases were as discussed in the paragraph above.

Current report

Subsequent to September 28, 2026, we consummated the acquisition of Epiq and paid approximately $1,100.0 million in cash consideration, subject to customary post‑closing adjustments. Refer to Part I, Item 1, Note 13, Acquisitions, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information. The purchase price and related fees and expenses were funded with borrowings under the Incremental Facilities and a portion of the net proceeds of the Senior Notes due 2034. Refer to Part I, Item 1, Note 7, Long-term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information.

Current report

On October 26, through October 27, 2026, subsequent to the end of the fiscal third quarter, we repurchased 1.2 million shares of our common stock for a total cost of approximately $100.0 million (including commissions). Upon completion of these share repurchases, we had no remaining value available to be repurchased under the 2025 Share Repurchase Program. Additionally, on October 27, 2026, our Board of Directors authorized the 2026 Share Repurchase Program allowing us to repurchase our outstanding common stock with an aggregate market value of up to $100.0 million from time to time through October 27, 2027.

Current report

As of September 28, 2026, we had total undiscounted future minimum lease commitments of $25.1 million for leases that are expected to commence subsequent to the end of the fiscal third quarter. See Part I, Item 1, Note 11, Commitments and Contingencies, of the Notes to Consolidated Condensed Financial Statements included in this Report.
Removed paragraphs (6)

Previous report

We previously announced we are in the process of constructing a new advanced technology PCB manufacturing facility in Syracuse, New York. We expect that our new facility will bring advanced technology capability for our domestic high-volume production of ultra‑high‑density interconnect (HDI) PCBs in support of national security requirements. The building construction is complete, equipment is arriving, and we continue to install and test equipment setups. Volume production in this facility is expected to commence in the second half of 2026.

Previous report

On June 1, 2026, we entered into the 2026 Credit Agreement, which amended and restated our Prior Term Loan Facility, and provided for the Amended Term Loan Facility and a new RCF that replaced our prior revolving credit facilities, which have been terminated. In addition, the 2026 Credit Agreement will permit us to add one or more senior secured incremental term loan facilities to the Amended Term Loan Facility, subject to the satisfaction of certain conditions.

Previous report

Operating expenses increased $16.5 million to $102.8 million for the quarter ended June 29, 2026, from $86.3 million for the quarter ended June 30, 2025, primarily due to higher labor costs, incentive compensation, and acquisition costs.

Previous report

Segment operating income for the A&D reportable segment increased $28.1 million to $118.6 million for the two quarters ended June 29, 2026, from $90.5 million for the two quarters ended June 30, 2025. Segment operating margin rate for the A&D reportable segment increased to 16.2% for the two quarters ended June 29, 2026, from 13.9% for the two quarters ended June 30, 2025. The primary drivers of these increases were as discussed in the paragraph above.

Previous report

Segment sales for the Commercial reportable segment increased $388.3 million, or 53.3%, to $1,116.6 million for the two quarters ended June 29, 2026, from $728.3 million for the two quarters ended June 30, 2025. The primary drivers of this increase were as discussed in the paragraph above.

Previous report

Segment operating income for the Commercial reportable segment increased $90.5 million to $194.2 million for the two quarters ended June 29, 2026, from $103.7 million for the two quarters ended June 30, 2025. Segment operating margin rate for the Commercial reportable segment increased to 17.4% for the two quarters ended June 29, 2026, from 14.2% for the two quarters ended June 30, 2025. The primary drivers of these increases were as discussed in the paragraph above.
Reworded paragraphs (32)

Previous wording

On June 17, 2026, we announced that we had entered into definitive stock purchase agreements to acquire STG and ILFA in separate transactions. These proposed transactions are expected to close in the third quarter of 2026, subject to the satisfaction of regulatory approvals and other customary closing conditions. In connection with the proposed STG acquisition, we entered into an economic hedge to mitigate foreign currency risk of the CHF-denominated purchase price and interest related to the planned drawdown under the RCF to finance the proposed STG acquisition.

Current wording

We previously announced that we entered into two definitive agreements to acquire companies in Europe. These proposed acquisitions are immaterial and are expected to close in the fourth quarter of 2026, subject to the satisfaction of regulatory approvals and other customary closing conditions.

Previous wording

Our customers include both OEMs and EMS providers. We sell to OEMs both directly and indirectly through EMS providers. For such indirect sales, we classify net sales based on OEM companies as they are the ultimate end customers. Sales to our ten largest customers collectively accounted for 55% of our net sales for both the quarter and two quarters ended June 29, 2026. Sales to our ten largest customers collectively accounted for 53% and 54% of our net sales for the quarter and two quarters ended June 30, 2025, respectively.

Current wording

Our customers include both OEMs and EMS providers. We sell to OEMs both directly and indirectly through EMS providers. For such indirect sales, we classify net sales based on OEM companies as they are the ultimate end customers. Sales to our five largest customers collectively accounted for 42% and 44% of our net sales for the quarter and three quarters ended September 28, 2026, respectively. Sales to our five largest customers collectively accounted for 45% and 44% of our net sales for the quarter and three quarters ended September 29, 2025, respectively.

Previous wording

The end market revenue for the quarter and two quarters ended June 30, 2025 has been recast to reflect the combination of the data center computing and networking end markets.

Current wording

The end market revenue for the quarter and three quarters ended September 29, 2025 has been recast to reflect the combination of the data center computing and networking end markets.

Previous wording

Total net sales increased $273.4 million, or 37.4%, to $1,004.1 million for the quarter ended June 29, 2026, from $730.6 million for the quarter ended June 30, 2025. The primary driver of this increase was due to continued strong demand in our data center and networking end market driven by the continued build out of AI data centers and related applications, as well as strong growth in our aerospace and defense and medical, industrial, and instrumentation end markets.

Current wording

Total net sales increased $451.1 million, or 59.9%, to $1,203.9 million for the quarter ended September 28, 2026, from $752.7 million for the quarter ended September 29, 2025. The primary drivers of this increase were due to continued strong demand in our data center and networking end market driven by the continued build out of AI data centers and related applications, as well as strong growth in our medical, industrial, and instrumentation and aerospace and defense end markets.

Previous wording

Gross profit increased $63.7 million to $211.9 million for the quarter ended June 29, 2026, from $148.1 million for the quarter ended June 30, 2025. Gross margin rate increased to 21.1% for the quarter ended June 29, 2026, from 20.3% for the quarter ended June 30, 2025. These increases were primarily due to higher sales volume, favorable product mix, and improved operational execution.

Current wording

Gross profit increased $135.1 million to $291.9 million for the quarter ended September 28, 2026, from $156.7 million for the quarter ended September 29, 2025. Gross margin rate increased to 24.2% for the quarter ended September 28, 2026, from 20.8% for the quarter ended September 29, 2025. These increases were primarily due to higher sales volume, favorable product mix, and improved operational execution.

Previous wording

Gross profit increased $114.0 million to $393.0 million for the two quarters ended June 29, 2026, from $279.1 million for the two quarters ended June 30, 2025. Gross margin rate increased to 21.2% for the two quarters ended June 29, 2026, from 20.2% for the two quarters ended June 30, 2025. These increases were primarily due to higher sales volume, favorable product mix, and improved operational execution.

Current wording

Gross profit increased $249.1 million to $684.9 million for the three quarters ended September 28, 2026, from $435.8 million for the three quarters ended September 29, 2025. Gross margin rate increased to 22.4% for the three quarters ended September 28, 2026, from 20.4% for the three quarters ended September 29, 2025. These increases were primarily due to higher sales volume, favorable product mix, and improved operational execution.

Previous wording

Operating expenses increased $44.5 million to $211.5 million for the two quarters ended June 29, 2026, from $167.1 million for the two quarters ended June 30, 2025, primarily due to higher stock-based compensation, labor costs, incentive compensation, and acquisition costs. The increase in stock-based compensation was primarily driven by exceeding predetermined targets, stock price appreciation, and vesting of certain performance-based stock grants.

Current wording

Operating expenses increased $89.3 million to $341.1 million for the three quarters ended September 28, 2026, from $251.9 million for the three quarters ended September 29, 2025, primarily due to higher stock-based compensation, acquisition costs, labor costs, and incentive compensation expense. The increase in stock-based compensation was primarily driven by exceeding predetermined targets, stock price appreciation, and vesting of certain performance-based stock grants.

Previous wording

Operating income increased $47.3 million to $109.1 million for the quarter ended June 29, 2026, from $61.8 million for the quarter ended June 30, 2025. Operating margin rate increased to 10.9% for the quarter ended June 29, 2026, from 8.5% for the quarter ended June 30, 2025. The primary drivers of these increases are discussed above in the variance explanations for Gross Profit and Margin Rate and Operating Expenses.

Current wording

Operating income increased $90.3 million to $162.3 million for the quarter ended September 28, 2026, from $71.9 million for the quarter ended September 29, 2025. Operating margin rate increased to 13.5% for the quarter ended September 28, 2026, from 9.6% for the quarter ended September 29, 2025. The primary drivers of these increases are discussed above in the variance explanations for Gross Profit and Margin Rate and Operating Expenses.

Previous wording

Operating income increased $69.5 million to $181.5 million for the two quarters ended June 29, 2026, from $112.0 million for the two quarters ended June 30, 2025. Operating margin rate increased to 9.8% for the two quarters ended June 29, 2026, from 8.1% for the two quarters ended June 30, 2025. The primary drivers of these increases are discussed above in the variance explanations for Gross Profit and Margin Rate and Operating Expenses.

Current wording

Operating income increased $159.8 million to $343.8 million for the three quarters ended September 28, 2026, from $183.9 million for the three quarters ended September 29, 2025. Operating margin rate increased to 11.3% for the three quarters ended September 28, 2026, from 8.6% for the three quarters ended September 29, 2025. The primary drivers of these increases are discussed above in the variance explanations for Gross Profit and Margin Rate and Operating Expenses.

Previous wording

Total other expense, net increased $11.6 million to $27.8 million for the quarter ended June 29, 2026, from $16.2 million for the quarter ended June 30, 2025, primarily due to a higher amount of foreign exchange losses during the quarter ended June 29, 2026 resulting from strengthening RMB and MYR during the quarter ended June 29, 2026 as compared to the quarter ended June 30, 2025. We utilize the RMB and MYR at our China and Malaysia facilities, respectively, for employee‑related and other costs of running our operations in foreign countries.

Current wording

Total other expense, net increased $10.5 million to $20.6 million for the quarter ended September 28, 2026, from $10.1 million for the quarter ended September 29, 2025, primarily due to a higher amount of foreign exchange losses during the quarter ended September 28, 2026 resulting from strengthening RMB and MYR as compared to the quarter ended September 29, 2025. We utilize the RMB and MYR at our China and Malaysia facilities, respectively, for employee‑related and other costs of running our operations in foreign countries. In addition, we had realized and unrealized losses on derivative instruments intended to economically mitigate the foreign currency risk of the CHF-denominated purchase price of the STG acquisition.

Previous wording

Total other expense, net increased $16.2 million to $41.7 million for the two quarters ended June 29, 2026, from $25.5 million for the two quarters ended June 30, 2025, primarily due to a higher amount of foreign exchange losses during the two quarters ended June 29, 2026 resulting from strengthening RMB and MYR during the two quarters ended June 29, 2026 as compared to the two quarters ended June 30, 2025.

Current wording

Total other expense, net increased $26.7 million to $62.3 million for the three quarters ended September 28, 2026, from $35.6 million for the three quarters ended September 29, 2025, primarily due to realized and unrealized losses on derivative instruments intended to economically mitigate the foreign currency risk of the CHF-denominated purchase price of the STG acquisition and a higher amount of foreign exchange losses during the three quarters ended September 28, 2026 resulting from strengthening RMB and MYR as compared to the three quarters ended September 29, 2025.

Previous wording

Income tax benefit increased $5.8 million to $1.8 million for the quarter ended June 29, 2026, from $4.0 million income tax expense for the quarter ended June 30, 2025, primarily due to tax benefits from the deduction of stock-based compensation, partially offset by tax expense driven by higher income before income taxes.

Current wording

Income tax expense increased $48.1 million to $56.9 million for the quarter ended September 28, 2026, from $8.8 million for the quarter ended September 29, 2025, primarily due to higher tax expense driven by increased income before income taxes and uncertain tax position reserves, partially offset by tax benefits from the deduction of stock-based compensation.

Previous wording

Income tax expense decreased $6.1 million to $6.7 million for the two quarters ended June 29, 2026, from $12.8 million for the two quarters ended June 30, 2025, primarily due to tax benefits from the deduction of stock-based compensation, partially offset by tax expense driven by higher income before income taxes.

Current wording

Income tax expense increased $42.1 million to $63.6 million for the three quarters ended September 28, 2026, from $21.6 million for the three quarters ended September 29, 2025, primarily due to higher tax expense driven by increased income before income taxes, partially offset by tax benefits from the deduction of stock-based compensation.

Previous wording

Our effective tax rate is primarily impacted by the mix of foreign and U.S. income, tax rates in China and Hong Kong, the U.S. federal income tax rate, apportioned state income tax rates, the generation of credits and deductions available to us as well as changes in valuation allowances and certain non-deductible items. We had a net deferred income tax liability of $52.8 million and $41.8 million as of June 29, 2026 and June 30, 2025, respectively.

Current wording

Our effective tax rate is primarily impacted by the mix of foreign and U.S. income, tax rates in China and Hong Kong, the U.S. federal income tax rate, apportioned state income tax rates, the generation of credits and deductions available to us as well as changes in valuation allowances and certain non-deductible items. We had a net deferred income tax liability of $80.8 million and $41.9 million as of September 28, 2026 and September 29, 2025, respectively.

Previous wording

Segment sales for the A&D reportable segment increased $47.6 million, or 14.2%, to $382.8 million for the quarter ended June 29, 2026, from $335.2 million for the quarter ended June 30, 2025. The primary drivers of this increase were strong defense budget spending, our strong strategic program alignment, and key bookings for ongoing franchise programs, including restricted programs. These increases were driven by increased sales related to missiles and munitions as well as strong demand in our mission systems and specialty assembly businesses.

Current wording

Segment sales for the A&D reportable segment increased $72.1 million, or 20.9%, to $416.5 million for the quarter ended September 28, 2026, from $344.5 million for the quarter ended September 29, 2025. The primary drivers of this increase were strong defense budget spending, our strong strategic program alignment, and key bookings for ongoing franchise programs, including restricted programs. These increases were driven by increased sales related to missiles and munitions as well as strong demand in our mission systems and specialty assembly businesses.

Previous wording

Segment sales for the A&D reportable segment increased $83.0 million, or 12.7%, to $734.4 million for the two quarters ended June 29, 2026, from $651.4 million for the two quarters ended June 30, 2025. The primary drivers of the increase were as discussed in the paragraph above.

Current wording

Segment sales for the A&D reportable segment increased $155.0 million, or 15.6%, to $1,151.0 million for the three quarters ended September 28, 2026, from $995.9 million for the three quarters ended September 29, 2025. The primary drivers of the increase were as discussed in the paragraph above.

Previous wording

Segment operating income for the A&D reportable segment increased $15.7 million to $63.9 million for the quarter ended June 29, 2026, from $48.1 million for the quarter ended June 30, 2025. Segment operating margin rate for the A&D reportable segment increased to 16.7% for the quarter ended June 29, 2026, from 14.4% for the quarter ended June 30, 2025. The primary drivers of these increases were higher sales volume, as discussed above, favorable product mix, and improved operational execution.

Current wording

Segment operating income for the A&D reportable segment increased $21.0 million to $77.0 million for the quarter ended September 28, 2026, from $56.0 million for the quarter ended September 29, 2025. Segment operating margin rate for the A&D reportable segment increased to 18.5% for the quarter ended September 28, 2026, from 16.3% for the quarter ended September 29, 2025. The primary drivers of these increases were higher sales volume, as discussed above, favorable product mix, and improved operational execution.

Previous wording

Segment sales for the Commercial reportable segment increased $226.0 million, or 57.1%, to $621.6 million for the quarter ended June 29, 2026, from $395.6 million for the quarter ended June 30, 2025. The primary drivers of this increase were strong demand in our data center and networking end market driven by the continued buildout of AI data centers and related applications, as well as strong sales performance in our medical, industrial, and instrumentation end market.

Current wording

Segment sales for the Commercial reportable segment increased $379.0 million, or 92.7%, to $787.9 million for the quarter ended September 28, 2026, from $408.9 million for the quarter ended September 29, 2025. The primary drivers of this increase were strong demand in our data center and networking end market driven by the continued buildout of AI data centers and related applications, as well as strong sales performance in our medical, industrial, and instrumentation end market.

Previous wording

Segment operating income for the Commercial reportable segment increased $52.6 million to $112.7 million for the quarter ended June 29, 2026, from $60.1 million for the quarter ended June 30, 2025. Segment operating margin rate for the Commercial reportable segment increased to 18.1% for the quarter ended June 29, 2026, from 15.2% for the quarter ended June 30, 2025. The primary drivers of these increases were higher sales volume, as discussed above, improving mix, and improved operational execution.

Current wording

Segment operating income for the Commercial reportable segment increased $106.2 million to $166.3 million for the quarter ended September 28, 2026, from $60.0 million for the quarter ended September 29, 2025. Segment operating margin rate for the Commercial reportable segment increased to 21.1% for the quarter ended September 28, 2026, from 14.7% for the quarter ended September 29, 2025. The primary drivers of these increases were higher sales volume, as discussed above, improving mix, and improved operational execution.

Previous wording

Our principal sources of liquidity have been cash provided by operations, the issuance of debt, and borrowings under our RCF. Our principal uses of cash have been to finance capital expenditures, finance acquisitions, fund working capital requirements, repay debt obligations, and repurchase common stock. We anticipate that financing capital expenditures, financing acquisitions including but not limited to the proposed STG and ILFA acquisitions, funding working capital requirements, servicing debt, and repurchasing common stock will be the principal demands on our cash in the future.

Current wording

Our principal sources of liquidity have been cash provided by operations, the issuance of debt, and borrowings under our RCF. Our principal uses of cash have been to finance capital expenditures, finance acquisitions, fund working capital requirements, repay debt obligations, and repurchase common stock. We anticipate that financing capital expenditures, financing acquisitions including but not limited to the proposed acquisitions of Ophir Optics and other companies in Europe, funding working capital requirements, servicing debt, and repurchasing common stock will be the principal demands on our cash in the future.

Previous wording

Cash flow provided by operating activities during the first two quarters of 2026 was $118.2 million as compared to cash flow provided by operating activities of $87.1 million in the same period in 2025. The increase in cash flow was primarily due to an increase in net income of $59.3 million partially offset by increased working capital largely driven by the timing of collections.

Current wording

Cash flow provided by operating activities during the first three quarters of 2026 was $272.9 million as compared to cash flow provided by operating activities of $229.0 million in the same period in 2025. The increase in cash flow was primarily due to an increase in net income of $91.1 million partially offset by increased working capital largely driven by the timing of collections.

Previous wording

Net cash used in investing activities during the first two quarters of 2026 was $157.2 million, primarily resulting from the use of $169.2 million for net purchases of property, plant, and equipment and other assets, partially offset by the receipt of $12.0 million of proceeds from the sale of property, plant, and equipment and other assets. Net cash used in investing activities during the first two quarters of 2025 was $123.5 million, primarily resulting from the use of $123.7 million for net purchases of property, plant, and equipment and other assets.

Current wording

Net cash used in investing activities during the first three quarters of 2026 was $613.7 million, primarily resulting from the use of $369.1 million for the acquisition of STG, net of cash acquired and $251.6 million for net purchases of property, plant, and equipment and other assets, partially offset by the receipt of $14.5 million of proceeds from the sale of property, plant, and equipment and other assets. Net cash used in investing activities during the first three quarters of 2025 was $222.7 million, primarily resulting from the use of $223.2 million for net purchases of property, plant, and equipment and other assets.

Previous wording

Net cash provided by financing activities during the first two quarters of 2026 was $45.6 million, primarily reflecting proceeds from long-term debt borrowing of $199.2 million, partially offset by repayment of long-term debt borrowings of $143.3 million, repayments of $5.0 million for customer deposits, and $4.7 million for payment of debt issuance costs. Net cash used in financing activities during the first two quarters of 2025 was $19.8 million, reflecting the use of $17.9 million for repurchases of common stock and $1.9 million for the repayment of long-term debt borrowings.

Current wording

Net cash provided by financing activities during the first three quarters of 2026 was $715.6 million, primarily reflecting proceeds from $1,079.2 million of long-term debt borrowings, partially offset by $344.3 million for the repayment of long-term debt borrowings, $12.0 million for the payment of debt issuance costs, and $5.8 million for the repayment of customer deposits. Net cash used in financing activities during the first three quarters of 2025 was $19.2 million, reflecting the use of $17.9 million for repurchases of our common stock and $2.8 million for the repayment of long-term debt borrowings, partially offset by $1.5 million of customer deposits.

Previous wording

As of June 29, 2026, we had cash and cash equivalents of approximately $507.9 million, of which approximately $185.4 million was held by our foreign subsidiaries, primarily in China, $913.9 million of available borrowing capacity under our RCF, and $5.7 million of available letters of credit under our banking facility. Should we choose to remit cash to the United States from our foreign locations, we may incur tax obligations which would reduce the amount of cash ultimately available to the United States. However, we believe there would be no material tax expenses not previously accrued for the repatriation of this cash.

Current wording

As of September 28, 2026, we had cash and cash equivalents of approximately $876.3 million, of which approximately $241.1 million was held by our foreign subsidiaries, primarily in China, $733.9 million of available borrowing capacity under our RCF, and $8.5 million of available letters of credit under our banking facility. Should we choose to remit cash to the United States from our foreign locations, we may incur tax obligations which would reduce the amount of cash ultimately available to the United States. However, we believe there would be no material tax expenses not previously accrued for the repatriation of this cash.

Previous wording

Our total 2026 capital expenditures are expected to be in the range of $345.0 million to $365.0 million, primarily for capacity expansion to meet market demand.

Current wording

Our total 2026 capital expenditures are expected to be in the range of $410.0 million to $430.0 million, which we increased primarily due to our recently announced plan to invest an additional $400.0 million in additional capacity expansion to support our growing demand for AI infrastructure.

Previous wording

On May 8, 2025, our Board of Directors authorized the 2025 Repurchase Program, under which we may repurchase up to $100.0 million in value of our common stock from time to time through May 7, 2027. We did not repurchase any shares of our common stock during the quarter ended June 29, 2026. As of June 29, 2026, the remaining amount in value available to be repurchased under the 2025 Repurchase Program was $100.0 million.

Current wording

On May 8, 2025, our Board of Directors authorized the 2025 Share Repurchase Program, under which we may repurchase up to $100.0 million in value of our common stock from time to time through May 7, 2027. We did not repurchase any shares of our common stock during the quarter and three quarters ended September 28, 2026. As of September 28, 2026, the remaining amount in value available to be repurchased under the 2025 Share Repurchase Program was $100.0 million.

Previous wording

As of June 29, 2026, we had $973.5 million of outstanding debt, net of discount and issuance costs, composed of $497.8 million of Senior Notes due 2029, $395.7 million under the Amended Term Loan Facility, and $80.0 million under the RCF.

Current wording

As of September 28, 2026, we had $1,643.9 million of outstanding debt, net of discount and issuance costs, composed of $498.0 million of Senior Notes due 2029, $491.0 million of Senior Notes due 2034, $394.9 million under the Amended Term Loan Facility, and $260.0 million under the RCF. On September 30, 2026, subsequent to the end of the fiscal third quarter, we entered into the Third Amended and Restated Credit Agreement, which amended and restated the 2026 Credit Agreement and provided for Incremental Facilities, refer to Part I, Item 1, Note 7, Long‑term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report for further information.

Previous wording

Pursuant to the terms of the Senior Notes due 2029 and the 2026 Credit Agreement (which provides for the Amended Term Loan Facility and the RCF), we are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and restricted payments, and with respect to the RCF, various financial covenants, including leverage and interest coverage ratios. As of June 29, 2026, we were in compliance with the covenants under the Senior Notes due 2029 and the 2026 Credit Agreement.

Current wording

Pursuant to the terms of the Senior Notes due 2029, Senior Notes due 2034, and the 2026 Credit Agreement (which provides for the Amended Term Loan Facility and the RCF), we are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and restricted payments, and with respect to the RCF, various financial covenants, including leverage and interest coverage ratios. As of September 28, 2026, we were in compliance with the covenants under the Senior Notes due 2029, Senior Notes due 2034, and the 2026 Credit Agreement.

Previous wording

Based on our current level of operations, we believe that cash generated from operations, cash on hand, and cash from the issuance of available term, incremental, and revolving debt will be adequate to meet our currently anticipated capital expenditure, acquisitions, debt service, and working capital needs for the next 12 months. Additional information regarding our indebtedness, including information about the credit available under our debt facilities, interest rates, and other key terms of our outstanding indebtedness, is included in Part I, Item 1, Note 7, Long‑term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report.

Current wording

Based on our current level of operations, we believe that cash generated from operations, cash on hand, and cash from the issuance of available term and revolving debt will be adequate to meet our currently anticipated capital expenditure, acquisitions, acquisition integration costs, debt service, and working capital needs for the next 12 months. Additional information regarding our indebtedness, including information about the credit available under our debt facilities, interest rates, and other key terms of our outstanding indebtedness, is included in Part I, Item 1, Note 7, Long‑term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report.

Previous wording

We have agreements with financial institutions to facilitate payments to certain suppliers. Liabilities associated with these agreements are recorded in accounts payable on the consolidated condensed balance sheets and amounted to $15.3 million and $12.5 million as of June 29, 2026 and December 29, 2025, respectively.

Current wording

We have agreements with financial institutions to facilitate payments to certain suppliers. Liabilities associated with these agreements are recorded in accounts payable on the consolidated condensed balance sheets and amounted to $21.5 million and $12.5 million as of September 28, 2026 and December 29, 2025, respectively.

Previous wording

Our aggregate interest on debt obligations as of June 29, 2026, amounted to $162.8 million, which is expected to be settled as follows: $45.9 million within 1 year, $89.9 million within 1-3 years, and $27.0 million within 4-5 years. For debt obligations based on variable rates, interest rates used are as of June 29, 2026.

Current wording

Our aggregate interest on debt obligations as of September 28, 2026, amounted to $422.0 million, which is expected to be settled as follows: $65.0 million within 1 year, $166.7 million within 1-3 years, $72.3 million within 4-5 years, and $118.0 million thereafter. For debt obligations based on variable rates, interest rates used are as of September 28, 2026.

Previous wording

As of June 29, 2026, there were no other material changes outside the ordinary course of business since December 29, 2025 to our contractual obligations and commitments and the related cash requirements.

Current wording

As of September 28, 2026, and other than as disclosed herein, there were no other material changes outside the ordinary course of business since December 29, 2025 to our contractual obligations and commitments and the related cash requirements.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Total net sales increased $470.7 million, or 34.1%, to $1,850.0 million for the two quarters ended June 29, 2026, from $1,379.3 million for the two quarters ended June 30, 2025. The primary driver of this increase was due to continued strong demand in our data center and networking end market driven by the continued build out of AI data centers and related applications, as well as strong growth in our medical, industrial, and instrumentation and aerospace and defense end markets.