Enersys
A maker of industrial batteries and stored-energy systems, powering electric forklifts, telecom networks, data centers, and backup power under brands like Odyssey and Hawker. The modern company was formed in 2000 when a management team bought the Americas industrial battery business of Japan's Yuasa Corporation, though its predecessor brands trace back more than a century. Its name is a mash-up of "energy" and "systems."
10-Q · Quarter ended Jul 5, 2026 · SEC filing ↗
The original filing sections are available below.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a safe harbor for forward-looking statements made by or on behalf of EnerSys. EnerSys and its representatives may, from time to time, make writte…
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a safe harbor for forward-looking statements made by or on behalf of EnerSys. EnerSys and its representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in EnerSys’ filings with the Securities and Exchange Commission (“SEC”) and its reports to stockholders. Generally, the inclusion of the words “anticipate,” “believe,” “expect,” “future,” “intend,” “estimate,” “will,” “plans,” or the negative of such terms and similar expressions identify statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that are intended to come within the safe harbor protection provided by those sections. All statements addressing operating performance, events, or developments that EnerSys expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, and market share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are and will be based on management’s then-current beliefs and assumptions regarding future events and operating performance, on information currently available to management, and are applicable only as of the dates of such statements. Forward-looking statements involve risks, uncertainties and assumptions. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Actual results may differ materially from those expressed in these forward-looking statements due to a number of uncertainties and risks, including the risks described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (our “2026 Annual Report”) and other unforeseen risks. You should not put undue reliance on any forward-looking statements. These statements speak only as of the date of this Quarterly Report on Form 10-Q, even if subsequently made available by us on our website or otherwise, and we undertake no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. Our actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons, including the following factors: •economic, financial and other impacts of the pandemic, including global supply chain disruptions; •general cyclical patterns of the industries in which our customers operate; •global economic trends, competition and geopolitical risks, including impacts from the ongoing conflict between Russia and Ukraine and the related sanctions and other measures, tensions across the Middle East, changes in the rates of investment or economic growth in key markets we serve, or an escalation of sanctions, tariffs or other trade tensions between the U.S. and China or other countries, and related impacts on our global supply chains and strategies; •the extent to which we cannot control our fixed and variable costs; •the raw materials in our products may experience significant fluctuations in market price and availability; •certain raw materials constitute hazardous materials that may give rise to costly environmental and safety claims; •legislation, regulation, or policy regarding the restriction of the use of energy or certain hazardous substances in our products; •risks involved in our operations such as supply chain issues, disruption of markets, changes in government priorities or budgets, and changes in import and export laws, environmental regulations, currency restrictions and local currency exchange rate fluctuations; •our ability to raise our selling prices to our customers when our product costs increase; •the extent to which we are able to efficiently utilize our global manufacturing facilities and optimize our capacity; •changes in macroeconomic and market conditions and market volatility, including inflation, interest rates, the value of securities and other financial assets, transportation costs, costs and availability of electronic components, lead, plastic resins, steel, copper and other commodities used by us, and the impact of such changes and volatility on our financial position and business; •competitiveness of the battery markets and other energy solutions for industrial applications throughout the world; •our timely development of competitive new products and product enhancements in a changing environment and the acceptance of such products and product enhancements by customers; •our ability to adequately protect our proprietary intellectual property, technology and brand names; •litigation and regulatory proceedings to which we might be subject; •our expectations concerning indemnification obligations; •changes in our market share in the business segments where we operate; •our ability to implement our cost reduction initiatives successfully and improve our profitability; 26 Table of Contents •quality problems associated with our products; •our ability to implement business strategies, including our acquisition strategy, manufacturing expansion and restructuring plans; •our acquisition strategy may not be successful in identifying advantageous targets; •our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we acquire into our operations and our ability to realize related revenue synergies, strategic gains, and cost savings may be significantly harder to achieve, if at all, or may take longer to achieve; •our effective income tax rate with respect to any period may fluctuate based on the mix of income in the tax jurisdictions, in which we operate, changes in tax laws and the amount of our consolidated earnings before taxes; •potential goodwill impairment charges, future impairment charges and fluctuations in the fair values of reporting units or of assets in the event projected financial results are not achieved within expected time frames; •our debt and debt service requirements which may restrict our operational and financial flexibility, as well as imposing unfavorable interest and financing costs; •our ability to maintain our existing credit facilities or obtain satisfactory new credit facilities or other borrowings; •adverse changes in our short and long-term debt levels under our credit facilities; •our exposure to fluctuations in interest rates on our variable-rate debt; •our ability to attract and retain qualified management and personnel; •our ability to maintain good relations with labor unions; •credit risk associated with our customers, including risk of insolvency and bankruptcy; •our ability to successfully recover in the event of a disaster affecting our infrastructure, supply chain, or our facilities; •delays or cancellations in shipments; •occurrence of natural or man-made disasters or calamities, including health emergencies, the spread of infectious diseases, pandemics, vaccine mandates, outbreaks of hostilities or terrorist acts, or the effects of climate change, and our ability to deal effectively with damages or disruptions caused by the foregoing; and •the operation, capacity and security of our information systems and infrastructure. This list of factors that may affect future performance is illustrative, but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. 27 Table of Contents Overview EnerSys (the “Company,” “we,” or “us”) is a global leader in stored energy solutions helping industrial, infrastructure and defense customers address critical power and operational needs with batteries, chargers other power equipment. The company delivers integrated solutions that combine energy storage technologies, power electronics, software-enabled intelligence, technical expertise and comprehensive global customer support. EnerSys supports customers across communications networks, data centers, energy infrastructure, material handling, transportation, aerospace and defense — including applications where power continuity is essential. Serving customers in more than 100 countries, EnerSys helps organizations manage energy more reliably, efficiently and intelligently in complex operating environments where uptime, safety and resilience matter. The Company's three operating segments, based on lines of business, are as follows: •Network & Infrastructure Solutions (NIS) — providing power solutions and services to broadband, telecommunications, data center, and industrial utility customers. •Industrial Mobility Solutions (IMS) — providing power for electric industrial forklifts, and other material handling equipment as well as transportation applications, primarily Class 8 trucks. •Precision Power Solutions (PPS) — providing energy solutions primarily for military vehicles, advanced defense programs, soldier powering and autonomous systems. Economic Climate Global economic conditions are mixed with the impacts from the uncertainty surrounding U.S. tariffs, elevated interest rates and heightened geopolitical tensions having various levels of impacts in North America, China and EMEA. On February 1, 2025, the U.S. signed an executive order, effective February 3, 2025, whereby the U.S. will apply additional tariffs on imported goods from Canada, Mexico, and China. Since that announcement, the tariffs to be applied to these three countries, and others, were suspended and/or renegotiated several times with varying results and some new negotiations delayed to take effect until later dates. The impact of the U.S. tariffs and retaliatory actions by other countries could be substantial. We are currently assessing the impacts these tariffs could have on the organization, and we believe that the international nature of our organizational structure will allow us to mitigate some of the financial impact of these potential tariffs. The war in Ukraine continues to have widespread economic repercussions, particularly in Europe. The ongoing Israel-Hamas conflict is disrupting stability in the Middle East, raising significant concerns about the potential for further escalation across the region. Inflation in North America, China and EMEA, while more controlled compared to the sharp increases in 2023, remains a challenge despite some cooling in the U.S. and Europe through 2024 and 2025. After reducing rates three consecutive times in 2025, the Fed has held the policy rate steady at 3.50%–3.75% since January 2026, citing improving economic activity and stabilizing unemployment. After several rate cuts the European Central Bank (ECB) held its main interest rates stable from June 2025 through June 2026 when it increased rates due to concerns that the war in the Middle East is generating inflation pressure. Both economies continue to face uncertainties such as potential tariffs and policy changes from a new presidential administration in the U.S. and potential global trade frictions, macroeconomic fragmentation and geopolitical tensions in the euro area. Policy actions in China signal a shift towards more proactive fiscal measures to stabilize consumption and support economic growth. While increasing travel and consumer spending due to relaxed COVID policies have provided some bright spots in 2024 and 2025, China's economy continues to face challenges from a prolonged weak real estate market and declining exports. The supply chain is generally stable, however, the ongoing Israel-Hamas conflict has periodically disrupted some shipments in the Red Sea. As a result, some ocean freight costs and transit times may temporarily increase until shipping in the region returns to normal. Generally, our mitigation efforts and ongoing lean initiatives have tempered the impact of broad market challenges. The market demand in the forklift truck and Class 8 truck markets has been impacted by tariff policy uncertainty, causing some customers to pause larger projects and general spending activity until there is more clarity on global tariff impacts to their supply chains. The data center and communications markets tend to be less sensitive to tariff policy, with budget and spending plans based on their unique capital spending needs. The data center market is in the midst of a growth cycle driven by AI and increasing digitization. The communications market is currently in a modest, but slow spending recovery as investments in maintenance and network build outs are necessary to support the increased data required to be moved through their infrastructure. Global defense budgets are increasing in response to rising geopolitical tensions. Spending in EMEA has increased at a higher rate than in the US, as large program spending has outpaced sustainment spending with the U.S. Department of War. 28 Table of Contents Volatility of Commodities and Foreign Currencies Our most significant commodity and foreign currency exposures are related to lead and the Euro, respectively. Historically, volatility of commodity costs and foreign currency exchange rates have caused large swings in our production costs. In the fiscal year 2027, we have experienced a range in lead prices from approximately $0.85 per pound to $0.95 per pound. Costs in some of our other raw materials such as steel, acid, separator paper and electronics have moderated since the middle of fiscal year 2024, but we have seen some price increases in other raw materials such as copper and antimony since the beginning of fiscal year 2026. Customer Pricing Our selling prices fluctuated during the last several years to offset the volatile cost of commodities. Approximately 25% of our revenue is now subject to agreements that adjust pricing to a market-based index for lead. Customer pricing changes generally lag movements in lead prices and other costs by approximately six to nine months. In fiscal 2025 and 2026, customer pricing increased due to certain commodity prices and other costs having increased throughout the year. Based on current commodity markets, it is difficult to predict with certainty whether commodity prices will be higher or lower in fiscal 2027 versus fiscal 2026. However, given the lag related to increasing our selling prices for inflationary cost increase, on average our selling prices should be higher in fiscal 2027 versus fiscal 2026. As we concentrate more on energy systems and non-lead chemistries, the emphasis on lead is expected to continue to decline. Primary Operating Capital As part of managing the performance of our business, we monitor the level of primary operating capital, and its ratio to net sales. We define primary operating capital as accounts receivable, plus inventories, minus accounts payable. The resulting net amount is divided by the trailing three-month net sales (annualized) to derive a primary operating capital percentage. We believe these three elements included in primary operating capital are mostly operationally driven, and this performance measure provides us with information about the asset intensity and operating efficiency of the business on a company-wide basis that management can monitor and analyze trends over time. Primary operating capital was $858.3 million (yielding a primary operating capital percentage of 22.9%) at July 5, 2026, $876.6 million (yielding a primary operating capital percentage of 22.2%) at March 31, 2026 and $993.0 million at June 29, 2025 (yielding a primary operating capital percentage of 27.8%). The primary operating capital percentage of 22.9% at July 5, 2026 increased by 70 basis points compared to March 31, 2026 and decreased 490 basis points compared to June 29, 2025. The increase in primary operating capital percentage at July 5, 2026 compared to March 31, 2026 was primarily due to strategic inventory building and timing of accounts payable payments. The decrease in primary operating capital percentage at July 5, 2026 compared to June 29, 2025 was primarily due to higher amounts of receivables securitized from the Amended Receivables Purchase Agreement (Amended RPA). Primary operating capital and primary operating capital percentages at July 5, 2026, March 31, 2026 and June 29, 2025 are computed as follows: ($ in Millions) July 5, 2026 March 31, 2026 June 29, 2025 Accounts receivable, net $ 454.8 $ 506.1 $ 566.8 Inventory, net 738.7 724.7 789.3 Accounts payable (335.2) (354.2) (363.1) Total primary operating capital $ 858.3 $ 876.6 $ 993.0 Trailing 3 months net sales $ 935.6 $ 987.9 $ 893.0 Trailing 3 months net sales annualized $ 3,742.4 $ 3,951.6 $ 3,572.0 Primary operating capital as a % of annualized net sales 22.9 % 22.2 % 27.8 % Liquidity and Capital Resources We believe that our financial position is strong, and we have substantial liquidity to cover short-term liquidity requirements and anticipated growth in the foreseeable future, with $530.7 million of available cash and cash equivalents and available and undrawn committed credit lines of approximately $576.7 million at July 5, 2026, availability subject to credit agreement financial covenants. 29 Table of Contents A substantial majority of the Company’s cash and investments are held by foreign subsidiaries and are considered to be indefinitely reinvested and expected to be utilized to fund local operating activities, capital expenditure requirements and acquisitions. The Company believes that it has sufficient sources of domestic and foreign liquidity. We issued $300 million in aggregate principal amount of our 4.375% Senior Notes due December 15, 2027 (the “2027 Notes”) and $300 million in aggregate principal amount of our 6.625% Senior Notes due 2032 (the “2032 Notes”). The Company maintains the sixth amendment to the 2017 Credit Facility (as amended, the “Sixth Amended Credit Facility”). The Sixth Amended Credit Facility provides (i) an upsized revolving credit facility in an aggregate committed amount of $1.0 billion (the “ Third Amended Revolver”), which represents an increase of $150 million from the existing revolving credit facility and which matures on September 30, 2030 and (ii) certain other modifications to the existing credit agreement as further set forth in the Sixth Amended Credit Facility. In connection with the Sixth Amended Credit Facility, (i) all of the outstanding term loans (including accrued and unpaid interest thereon) and (ii) all accrued and unpaid interest and fees on the outstanding revolving loans, in each case, under the existing credit agreement were repaid in full. During the current quarter of fiscal 2027, we purchased 219,204 shares for $50.0 million, and from July 6, 2026 through August 7, 2026, the Company repurchased 249,893 shares for approximately $50.0 million. On July 23, 2026, we revised the scope of our planned lithium-ion cell manufacturing facility in Greenville, South Carolina. We were awarded a revised grant from the U.S. Department of Energy (DOE) of approximately $150 million, subject to final documentation and customary conditions. Initial capacity is now approximately 1 gigawatt-hour with production focused on aerospace, defense, and specialized industrial applications. The revised DOE grant provides approximately $150 million toward the facility’s estimated $650 million cost. We expect EnerSys’ net investment of approximately $500 million to be funded entirely through operating cash flow. In addition, and as previously announced, EnerSys has also been awarded a comprehensive incentive package through South Carolina and Greenville County valued at approximately $200 million, which includes a combination of short-term and long-term incentives that will help support ongoing operations of the plant. Construction is expected to begin in the first half of fiscal 2028, subject to finalization of the DOE award and other customary conditions, with full production approximately three years thereafter. We believe that our strong capital structure and liquidity affords us access to capital for future acquisitions, capital investments, stock repurchase opportunities and continued dividend payments. Results of Operations Net Sales Net sales increased $42.6 million or 4.8% in the first quarter of fiscal 2027 as compared to the first quarter of fiscal 2026. This increase was the result of a 3% increase in price/mix, a 1% increase in organic volume and 1% increase in foreign currency translation. Segment sales Quarter ended July 5, 2026 Quarter ended June 29, 2025 Increase (Decrease) In Millions Percentage of Total Net Sales In Millions Percentage of Total Net Sales In Millions % Network & Infrastructure Solutions $ 428.3 45.8 % $ 391.4 43.8 % $ 36.9 9.4 % Industrial Mobility Solutions 406.8 43.5 420.4 47.1 (13.6) (3.2) Precision Power Solutions 100.5 10.7 81.2 9.1 19.3 23.6 Total net sales $ 935.6 100.0 % $ 893.0 100.0 % $ 42.6 4.8 % 30 Table of Contents Net sales of our Network & Infrastructure Solutions segment in the first quarter of fiscal 2027 increased $36.9 million or 9.4% compared to the first quarter of fiscal 2026. This increase was due to a 5% increase in organic volume, and a 4% increase in price/mix. This increase is primarily a result of higher volumes and favorable price/mix across all three customer segments, data center, network communications, and industrial customers. Net sales of our Industrial Mobility Solutions segment in the first quarter of fiscal 2027 decreased by $13.6 million or 3.2% compared to the first quarter of fiscal 2026. This decrease was primarily due to a 5% decrease in organic volume, offset by a 1% increase in price/mix and 1% increase from foreign currency translation. This decrease is primarily a result of lower volumes due to macro uncertainty in the material handling market, offset by a rebound in the transportation market. Net sales of our Precision Power Solutions segment in the first quarter of fiscal 2027 increased by $19.3 million or 23.6% compared to the first quarter of fiscal 2026. The increase was primarily due to a 16% increase in organic volume, a 7% increase in price/mix and a 1% increase in acquisitions. This increase in sales is primarily a result of increased demand and favorable product/mix. Gross Profit Quarter ended July 5, 2026 Quarter ended June 29, 2025 Increase (Decrease) In Millions Percentage of Total Net Sales In Millions Percentage of Total Net Sales In Millions % Gross Profit $ 313.4 33.5 % $ 253.2 28.4 % $ 60.2 23.8 % Gross profit increased $60.2 million or 23.8% in the first quarter compared to the comparable periods of fiscal 2026. Gross profit, as a percentage of net sales, increased 510 basis points in the first quarter compared to the first quarter of fiscal 2026. The gross profit margin as a percentage of revenue reflects greater impact of 45X benefits, IEEPA tariff refunds, and favorable price/mix compared to the first quarter of fiscal 2026. Operating Items Quarter ended July 5, 2026 Quarter ended June 29, 2025 Increase (Decrease) In Millions Percentage of Total Net Sales In Millions Percentage of Total Net Sales In Millions % Operating expenses $ 151.3 16.2 % $ 160.8 18.0 % $ (9.5) (6.0) % Restructuring and other exit charges $ 10.7 1.1 % $ 5.9 0.7 % $ 4.8 82.7 % Operating expenses, as a percentage of sales, decreased 180 basis points in the first quarter of fiscal 2027, compared to the first quarter of fiscal 2026. Selling expenses, our main component of operating expenses, decreased $2.0 million or 3.5% in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026, and decreased 50 basis points as a percentage of net sales. Also, we experienced higher operating expenses due to additional accelerated stock compensation expense of $10.2 million in the first quarter of fiscal 2026 compared to the first quarter of fiscal 2027. Restructuring and Other Exit Charges Restructuring Charges On July 22, 2025, the Company announced a reduction in force plan (the "Plan") as part of the Company's strategic restructuring plan under its new leadership to better align resources with current business priorities and long-term objectives. The Plan is expected to reduce non-production global workforce by approximately 11%, or approximately 575 employees, and is focused primarily on corporate and management positions. During the current quarter of fiscal 2027, the Company recorded 31 Table of Contents $21,651 in costs relating to the Plan consisting of severance payments, notice period payments in applicable jurisdictions, employee benefits and related costs. The Plan is substantially completed as of March 31, 2026. Exit Charges Fiscal 2026 Program Tijuana On March 25, 2026, EnerSys announced a plan to close its facility in Tijuana, Mexico, which focused on manufacturing lead acid batteries. Management determined that the closure was appropriate as part of its efforts to optimize its cost structure, maximize near-term advanced manufacturing production tax benefits, and mitigate future risks associated with potential tariffs while reinforcing EnerSys’ commitment to strengthening domestic industrial capacity and supply chain resilience. In connection with this restructuring plan, which is estimated to be substantially complete by December 2027, EnerSys plans to sell the land and buildings and possibly the plant and equipment to other parties. In addition, EnerSys estimates that there will be a reduction of approximately 474 employees upon completion. EnerSys expects to incur a pre-tax charge of approximately $37 million under this restructuring plan when completed, the majority of which is expected to be incurred by the second half of fiscal year 2027, of which $14 million is expected to be non-cash charges primarily from accelerated depreciation. Cash charges of approximately $23 million,include severance and employee retention costs, environmental related expenses and equipment decommissioning, along with contractual releases and legal expenses. During fiscal 2026, the Company recorded $11.0 million in severance costs. During the current quarter of fiscal 2027, the Company recorded $3.3 million in accelerated deprecation of fixed assets. Sao Paulo On March 25, 2026, EnerSys announced a plan to close its facility in Sao Paulo, Brazil. Management continually evaluates the Company's footprint and decided to exit this facility due to the challenging local economic environment. In connection with this closure, which is estimated to be substantially complete by the end of fiscal 2027, the Company estimates there will be a reduction of approximately 141 employees. EnerSys expects to incur a pre-tax charge of approximately $7.5 million under this restructuring plan, of which include cash charges of approximately $4.5 million, primarily related to severance and employee retention costs, and other cash and non-cash items. During fiscal 2026, the Company recorded $3.0 million in cash charges relating to severance and contract termination costs and $1.8 million in non cash charges relating to right of use and fixed asset impairments. During the current quarter of fiscal 2027, the Company recorded $2.4 million in additional contract termination costs. Monterrey On April 1, 2025, the Company's Board of Directors approved a plan to close its facility in Monterrey, Mexico, which focused on manufacturing flooded batteries. Management determined that future demand for traditional material handling flooded cells will decrease as customers transition to maintenance free product solutions in lithium and Thin Plate Pure Lead (TPPL). Production of products being manufactured in Monterrey, Mexico will be moved to EnerSys’ existing facility in Richmond, Kentucky. The Company expects to incur a pre-tax charge of approximately $13.7 million under this restructuring plan when completed, the majority of which is expected to be recorded by the end of the 2025 calendar year, of which $1.5 million is expected to be a non-cash charge from fixed asset and inventory related charges. Cash charges of approximately $12.2 million, include severance and employee retention costs, environmental related expenses and equipment decommissioning, along with contractual releases and legal expenses. During fiscal 2026, the Company recorded cash charges totaling $5.2 million primarily relating to severance costs and unusual manufacturing variances of $2.3 million. 32 Table of Contents During the current quarter of fiscal 2027, the Company recorded $0.7 million in site cleanup and decommissioning equipment and losses on disposal of assets of $2.5 million. Fiscal 2023 Programs Ooltewah On June 29, 2022, the Company committed to a plan to close its facility in Ooltewah, Tennessee, which produced flooded batteries for electric forklifts. Management determined that future demand for traditional flooded cells will decrease as customers transition to maintenance free product solutions in lithium and TPPL. The Company currently estimates that the total charges for these actions will amount to approximately $18.5 million. Cash charges for employee severance related payments, cleanup related to the facility, contractual releases and legal expenses are estimated to be $9.2 million and non-cash charges from inventory and fixed asset write-offs are estimated to be $9.3 million. These actions will result in the reduction of approximately 165 employees. The plan was completed as of the first quarter of fiscal 2026. During fiscal 2023, the Company recorded cash charges relating to severance and manufacturing variances of $2.8 million and non-cash charges of $7.3 million relating to fixed asset write-offs. The Company also recorded a non-cash write-off relating to inventories of $1.6 million, which was reported in cost of goods sold. During fiscal 2024, the Company recorded cash charges relating to site cleanup and decommissioning equipment of $4.4 million. During fiscal 2025, the Company recorded $0.5 million in cash charges relating to site cleanup. During fiscal 2026, the Company recorded a $1.1 million gain of the sale of the building. Fiscal 2021 Programs Hagen, Germany In fiscal 2021, we committed to a plan to close substantially all of our facility in Hagen, Germany, which produced flooded batteries for electric forklifts. Management determined that future demand for the batteries produced at this facility was not sufficient, given the conversion from flooded to maintenance free batteries by customers, the existing number of competitors in the market, as well as the near-term decline in demand and increased uncertainty from the pandemic. We plan to retain the facility with limited sales, service and administrative functions along with related personnel for the foreseeable future. We currently estimate that the total charges for these actions will amount to approximately $60.0 million of which cash charges for employee severance related payments, cleanup related to the facility, contractual releases and legal expenses were estimated to be $40.0 million and non-cash charges from inventory and equipment write-offs were estimated to be $20.0 million. The majority of these charges have been recorded as of March 31, 2022. These actions resulted in the reduction of approximately 200 employees. During fiscal 2021, the Company recorded cash charges relating to severance of $23.3 million and non-cash charges of $7.9 million primarily relating to fixed asset write-offs. During fiscal 2022, the Company recorded cash charges, primarily relating to severance of $8.1 million and non-cash charges of $3.5 million primarily relating to fixed asset write-offs. The Company also recorded a non-cash write-off relating to inventories of $1.0 million, which was reported in cost of goods sold. During fiscal 2023, the Company recorded cash charges of $2.2 million relating primarily to site cleanup and $0.6 million of non-cash charges relating to accelerated depreciation of fixed assets. During fiscal 2024, the Company recorded cash charges of $2.1 million relating primarily to site cleanup and $0.5 million of non-cash charges relating to accelerated depreciation of fixed assets. During fiscal 2025, the Company recorded cash charges of $3.6 million relating primarily to site cleanup and $0.6 million of non-cash charges relating to accelerated depreciation of fixed assets. 33 Table of Contents During fiscal 2026, the Company recorded cash charges of $2.4 million relating primarily to site cleanup and $0.1 million of non-cash charges relating to accelerated depreciation of fixed assets. Additionally, the Company recorded a gain on assets held for sale previously impaired of $1.2 million. . Operating Earnings Quarter ended July 5, 2026 Quarter ended June 29, 2025 Increase (Decrease) In Millions Percentageof TotalNet Sales (1) In Millions Percentageof TotalNet Sales (1) In Millions % Network & Infrastructure Solutions $ 45.0 10.5 % $ 29.9 7.7 % $ 15.1 50.4 % Industrial Mobility Solutions 37.7 9.3 42.1 10.0 (4.4) (10.5) Precision Power Solutions 18.3 18.2 12.4 15.2 5.9 47.7 Corporate and other unallocated (2) 77.8 8.3 37.1 4.1 40.7 NM Subtotal 178.8 19.1 121.5 13.6 57.3 47.2 Restructuring and other exit charges - Network & Infrastructure Solutions (6.2) (1.5) (1.1) (0.3) (5.1) NM Restructuring and other exit charges - Industrial Mobility Solutions (4.5) (1.1) (4.8) (1.1) 0.3 6.5 Amortization of intangible assets - Network & Infrastructure Solutions (5.8) (1.4) (5.9) (1.5) 0.1 NM Amortization of intangible assets - Industrial Mobility Solutions (0.4) (0.1) (0.4) (0.1) — NM Amortization of intangible assets - Precision Power Solutions (2.1) (2.1) (2.1) (2.6) — NM Stock compensation expense - Network & Infrastructure Solutions (2.8) (0.7) (8.0) (2.0) 5.2 64.2 Stock compensation expense - Industrial Mobility Solutions (3.8) (0.9) (8.7) (2.1) 4.9 57.4 Stock compensation expense - Precision Power Solutions (1.2) (1.2) (0.9) (1.1) (0.3) (35.3) Other - Network & Infrastructure Solutions — — (0.9) (0.3) 0.9 NM Other - Industrial Mobility Solutions — — (0.8) (0.2) 0.8 NM Other - Precision Power Solutions (0.6) (0.6) (1.4) (1.7) 0.8 57.3 Total operating earnings $ 151.4 16.2 % $ 86.5 9.7 % $ 64.9 75.1 % NM = not meaningful (1) The percentages shown for the segments are computed as a percentage of the applicable segment’s net sales; Corporate and other unallocated is computed based on total consolidated net sales (2) Corporate and other unallocated includes amounts managed on a company-wide basis and not directly allocated to any reportable segments, primarily relating to IRC 45X production tax credits and refunds of IEEPA tariffs recognized relating to amounts paid in prior periods. Also, included are start-up costs for exploration of a new lithium plant. Operating earnings increased $64.9 million or 75.1% in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026. Operating earnings, as a percentage of net sales, increased 650 basis points in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026. The Network & Infrastructure Solutions operating earnings, as a percentage of sales, increased 280 basis points in the first quarter of fiscal 2027 compared to the first quarter fiscal 2026. This increase was driven by improved price/mix combined with higher volumes of data center and industrial customers. We also continue to benefit from lower operating costs from tight cost controls and restructuring initiatives. The Industrial Mobility Solutions operating earnings, as a percentage of sales, decreased 70 basis points in the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026. The slight decrease in the quarter was driven by foreign currency impacts and lost leverage from lower sales mitigated by improved price/mix. 34 Table of Contents The Precision Power Solutions operating earnings, as a percentage of sales, increased 300 basis points in the first quarter compared to the first quarter of fiscal 2026. The increase for the quarter is a result of a favorable price/mix and leverage from higher volumes compared to prior quarter. Interest Expense Quarter ended July 5, 2026 Quarter ended June 29, 2025 Increase (Decrease) In Millions Percentage of Total Net Sales In Millions Percentage of Total Net Sales In Millions % Interest expense $ 10.6 1.1 % $ 11.3 1.3 % $ (0.7) (6.3) % Interest expense of $10.6 million in the first quarter of fiscal 2027 (net of interest income of $4.2 million) was $0.7 million lower than the interest expense of $11.3 million in the first quarter of fiscal 2026 (net of interest income of $3.2 million). The decrease in interest expense in the first quarter of fiscal 2027 is primarily due to lower levels of debt outstanding. Our average debt outstanding was $1,129.5 million in the first quarter compared to $1,174.9 million in the first quarter and of fiscal 2026. Included in interest expense are non-cash charges for deferred financing fees of $0.5 million for the first quarter of fiscal 2027 and $0.5 million in the first quarter of fiscal 2026. Other (Income) Expense, Net Quarter ended July 5, 2026 Quarter ended June 29, 2025 Increase (Decrease) In Millions Percentage of Total Net Sales In Millions Percentage of Total Net Sales In Millions % Other (income) expense, net $ 5.8 0.6 % $ 9.5 1.0 % $ (3.7) (38.9)% NM = not meaningful Other (income) expense, net in the first quarter of fiscal 2027 was expense of $5.8 million compared to expense of $9.5 million in the first quarter of fiscal 2026. Foreign currency impact resulted in a loss of $0.2 million in the first quarter of fiscal 2027 compared to a foreign currency loss of $6.2 million in the first quarter of fiscal 2026. Earnings Before Income Taxes Quarter ended July 5, 2026 Quarter ended June 29, 2025 Increase (Decrease) In Millions Percentage of Total Net Sales In Millions Percentage of Total Net Sales In Millions % Earnings before income taxes $ 135.0 14.4 % $ 65.7 7.4 % $ 69.3 NM As a result of the above, earnings before income taxes in the first quarter of fiscal 2027 increased $69.3 million, or over 100%, compared to the first quarter of fiscal 2026. 35 Table of Contents Income Tax Expense Quarter ended July 5, 2026 Quarter ended June 29, 2025 Increase (Decrease) In Millions Percentage of Total Net Sales In Millions Percentage of Total Net Sales In Millions % Income tax expense $ 18.5 2.0 % $ 8.2 1.0 % $ 10.3 NM Effective tax rate 13.7% 12.5% 1.2% The Company’s income tax provision consists of federal, state and foreign income taxes. The tax provision for the first quarter of fiscal 2027 and 2026 was based on the estimated effective tax rates applicable for the full years ending March 31, 2027 and March 31, 2026, respectively, after giving effect to items specifically related to the interim periods. The Company’s effective income tax rate with respect to any period may be volatile based on the mix of income in the tax jurisdictions, in which the Company operates, changes in tax laws and the amount of the Company's consolidated earnings before taxes. The Organization for Economic Co-operation and Development (OECD) has adopted model rules to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective for taxable years beginning after December 31, 2023. On January 5, 2026, the OECD issued the Side-by-Side package (the “SbS Package”), which provides administrative guidance that modifies the application of the Pillar 2 rules. The SbS Package includes simplifications and additional safe harbors intended to facilitate coordination between domestic and international tax regimes and the Pillar 2 framework. Certain provisions of the SbS Package intend for U.S.-parented groups being exempt from the application of two of the three Pillar 2 top-up taxes. The SbS Package is expected to be available for fiscal years beginning on or after January 1, 2026. The safe harbors are not self-executing and generally would require enactment through domestic legislation (and related interpretive guidance) by each Inclusive Framework member, subject to local legislative processes and timelines, as well as guidance related to the European Union (“EU”) Minimum Tax Directive. The Company continues to monitor developments and assess the potential impact of the SbS Package on its results of operations. In addition, the SbS Package extends the Transitional Country-by-Country Reporting (“CbCR”) Safe Harbor by one year, through the end of fiscal year 2028. The Company continues to refine the effective tax rate and cash tax impact for Pillar 2 considering legislative changes in multiple countries. On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was enacted into law. The law included permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and changes to the tax treatment for certain business provisions and energy credits. The impact of the enacted legislation is included in our effective tax rate. The Company will continue to monitor and evaluate as new legislation and guidance is issued. The consolidated effective income tax rates for the first quarter of fiscal 2027 and 2026 were 13.7% and 12.5%. The rate increase in the first quarter compared to the prior year period is primarily due to changes in the mix of earnings among tax jurisdictions. Foreign income as a percentage of worldwide income is estimated to be 51% for fiscal 2027 compared to 52% for fiscal 2026. The foreign effective tax rates for the first quarter of fiscal 2027 and 2026 were 17% and 16%, respectively. The foreign effective tax rate increase in the first quarter compared to the first quarter of the prior year is primarily due to changes in the mix of earnings among tax jurisdictions. Income from the Company's Swiss subsidiary comprised a substantial portion of the Company's overall foreign mix of income for both fiscal 2027 and fiscal 2026 and were taxed at an effective income tax rate of approximately 13% and 14%, respectively. Critical Accounting Policies and Estimates There have been no material changes to our critical accounting policies from those discussed under the caption “Critical Accounting Policies and Estimates” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2026 Annual Report. 36 Table of Contents Liquidity and Capital Resources Cash Flow and Financing Activities Operating activities provided cash of $230.2 million in the three months of fiscal 2027 compared to $1.0 million of cash provided in the three months of fiscal 2026. Inventory increased or used cash of $14.5 million, and accounts receivable decreased or provided cash of $48.2 million. Additionally, accounts payable decreased or used cash of $22.5 million. In the three months of fiscal 2027, net earnings were $116.5 million, depreciation and amortization $30.5 million, stock-based compensation $7.8 million, and $0.4 million in cash disbursements from derivatives not designated in hedging relationships. Prepaid and other current assets provided funds of $88.9 million, primarily from a decrease of $81.0 million in prepaid taxes that included $115.5 million payment from the IRS relating to prior year tax return refund, $11.3 million in miscellaneous other accruals, $4.9 million in contract assets, and partially offset by increases of $8.3 million in non trade receivables. Accrued expenses were a use of funds of $38.0 million primarily from a decrease in payroll accruals of $27.9 million, sales related accruals of $10.5 million, freight accruals of $7.6 million, contract liabilities of $6.9 million, restructuring accruals of $2.6 million, and warranty accruals of $1.9 million, partially offset by increases of $13.6 million in miscellaneous and other accruals, including professional and tax accruals, and $5.9 million to deferred income. In the first three months of fiscal 2026, operating activities provided cash of $1.0 million with the decrease in operating cash resulting mainly due to activity in accounts receivable, inventory, prepaid and other current assets, accrued expenses and accounts payable. Inventory increased or used cash of $33.5 million, and accounts receivable decreased or provided cash of $50.2 million. Additionally, accounts payable decreased or used cash of $43.0 million. In the three months of fiscal 2026, net earnings were $57.5 million, depreciation and amortization $26.9 million, stock-based compensation $17.6 million, and $2.5 million in cash proceeds from derivatives not designated in hedging relationships. Prepaid and other current assets were a use of funds of $38.9 million, primarily from an increase of $30.3 million in prepaid taxes, $12.1 million in contract assets, partially offset by a decrease of $3.5 million in other prepaid expenses. Accrued expenses were a use of funds of $38.4 million primarily from decrease in tax accruals of $3.4 million, payroll related payments of $22.8 million net of accruals, and sales related accruals of $14.3 million, partially offset by $0.5 million in accrued interest net of interest payments. Investing activities used cash of $12.3 million in the three months of fiscal 2027, which primarily consisted of capital expenditures of $12.4 million relating to plant improvements, partially offset by $0.1 million in proceeds from disposal of property, plants, and equipment. Investing activities used cash of $41.4 million in the first three months of fiscal 2026, which primarily consisted of acquisitions of $12.6 million and capital expenditures of $33.0 million relating to plant improvements, partially offset by $4.2 million in proceeds from disposal of property, plants, and equipment. Financing activities used cash of $123.8 million in the three months of fiscal 2027. During the three months of fiscal 2027, we borrowed $120.0 million under the Second Amended Revolver and repaid $190.0 million of the Second Amended Revolver. We purchased treasury stock totaling $50.0 million and paid cash dividends to our stockholders totaling $9.6 million. Additionally in the three months, we received option proceeds of $5.9 million Financing activities provided cash of $26.0 million in the three months of fiscal 2026. During the three months of fiscal 2026, we borrowed $231.7 million under the Second Amended Revolver and repaid $46.7 million of the Second Amended Revolver. Net repayments on short-term debt were $0.2 million. We purchased treasury stock totaling $150.0 million and paid cash dividends to our stockholders totaling $9.1 million. Currency translation had a negative impact of $2.0 million on our cash balance in the three months of fiscal 2027 compared to the positive impact of $18.0 million on our cash balance in the three months of fiscal 2026. In the three months of fiscal 2027, principal currencies in which we do business such as the Euro, Polish zloty, Swiss Franc and British pound weakened versus the U.S. dollar. As a result of the above, total cash and cash equivalents increased by $92.0 million to $530.7 million, in the three months of fiscal 2027 compared to an increase of $3.5 million to $346.7 million, in the three months of fiscal 2026. Compliance with Debt Covenants The Company maintains the sixth amendment to the 2017 Credit Facility (as amended, the “Sixth Amended Credit Facility”). The Sixth Amended Credit Facility provides (i) an upsized revolving credit facility in an aggregate committed amount of $1.0 billion (the “ Third Amended Revolver”), which represents an increase of $150 million from the existing revolving credit facility and which matures on September 30, 2030 and (ii) certain other modifications to the existing credit agreement as further 37 Table of Contents set forth in the Sixth Amended Credit Facility. In connection with the Sixth Amended Credit Facility, (i) all of the outstanding term loans (including accrued and unpaid interest thereon) and (ii) all accrued and unpaid interest and fees on the outstanding revolving loans, in each case, under the existing credit agreement were repaid in full. All obligations under our Sixth Amended Credit Facility are secured by, among other things, substantially all of our U.S. assets. The Sixth Amended Credit Facility contains various covenants which, absent prepayment in full of the indebtedness and other obligations, or the receipt of waivers, limit our ability to conduct certain specified business transactions, buy or sell assets out of the ordinary course of business, engage in sale and leaseback transactions, pay dividends and take certain other actions. There are no prepayment penalties on loans under this credit facility. We are in compliance with all covenants and conditions under our Sixth Amended Credit Facility and Senior Notes. We believe that we will continue to comply with the financial covenants and conditions, and that we have the financial resources and the capital available to fund the foreseeable organic growth in our business and to remain active in pursuing further acquisition opportunities. See Note 11 to the Consolidated Financial Statements included in our 2026 Annual Report and Note 11 to the Consolidated Condensed Financial Statements included in this Quarterly Report on Form 10-Q for a detailed description of our debt. Contractual Obligations and Commercial Commitments A table of our obligations is contained in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations of our 2026 Annual Report. As of July 5, 2026, we had no significant changes to our contractual obligations table contained in our 2026 Annual Report.
Market Risks Our cash flows and earnings are subject to fluctuations resulting from changes in raw material costs, foreign currency exchange rates and interest rates. We manage our exposure to these market risks through internally established policies and procedures and, when de…
Market Risks Our cash flows and earnings are subject to fluctuations resulting from changes in raw material costs, foreign currency exchange rates and interest rates. We manage our exposure to these market risks through internally established policies and procedures and, when deemed appropriate, through the use of derivative financial instruments. Our policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying exposures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. We monitor our underlying market risk exposures on an ongoing basis and believe that we can modify or adapt our hedging strategies as needed. Counterparty Risks We have entered into lead forward purchase contracts, foreign exchange forward and purchased option contracts, interest rate swaps, and cross currency fixed interest rate swaps to manage the risk associated with our exposures to fluctuations resulting from changes in raw material costs, foreign currency exchange rates and interest rates. The Company’s agreements are with creditworthy financial institutions. Those contracts that result in a liability position at July 5, 2026 are $71.6 million (pre-tax). Those contracts that result in an asset position at July 5, 2026 are $0.7 million (pre-tax). The impact on the Company due to nonperformance by the counterparties has been evaluated and not deemed material. We hedge our net investments in foreign operations against future volatility in the exchange rates between the U.S. dollar and Euro. Depending on the movement in the exchange rates between the U.S. dollar and Euro at maturity, the Company may owe the counterparties an amount that is different from the notional amount of $600 million. Cross-Currency Fixed Interest Rate Swap Contracts: Dated Entered Into Notional Amount (in millions) Maturity Date September 29, 2022 $ 150.0 December 15, 2027 July 2, 2024 150.0 January 15, 2029 December 23, 2024 150.0 June 15, 2028 December 24, 2024 150.0 December 15, 2026 Excluding our cross currency fixed interest rate swap agreements, the vast majority of these contracts will settle within one year. 38 Table of Contents Interest Rate Risks We are exposed to changes in variable U.S. interest rates on borrowings under our credit agreements, as well as short-term borrowings in our foreign subsidiaries. On a selective basis, from time to time, we enter into interest rate swap agreements to reduce the negative impact that increases in interest rates could have on our outstanding variable rate debt. At July 5, 2026 and March 31, 2026 such agreements effectively convert $200.0 million of our variable-rate debt to a fixed-rate basis, utilizing the one-month Term SOFR, as a floating rate reference. A 100 basis point increase in interest rates would have increased annual interest expense by approximately $2.5 million on the variable rate portions of our debt. Commodity Cost Risks – Lead Contracts We have a significant risk in our exposure to certain raw materials. Our largest single raw material cost is for lead, for which the cost remains volatile. In order to hedge against increases in our lead cost, we have entered into forward contracts with financial institutions to fix the price of lead. The vast majority of such contracts are for a period not extending beyond one year. We had the following contracts outstanding at the dates shown below: Date $’s Under Contract (in millions) # Pounds Purchased (in millions) Average Cost/Pound Approximate %of LeadRequirements (1) July 5, 2026 $ 53.4 59.3 $ 0.90 14 % March 31, 2026 74.9 82.7 0.91 19 June 29, 2025 96.1 107.0 0.90 23 (1) Based on the fiscal year lead requirements for the periods then ended. For the remaining quarter of this fiscal year, we believe approximately 55% of the cost of our lead requirements is known. This takes into account the hedge contracts in place at July 5, 2026, lead purchased by July 5, 2026 that will be reflected in future costs under our FIFO accounting policy, and the benefit from our lead tolling program. We estimate that a 10% increase in our cost of lead would have increased our cost of goods sold by approximately $16.0 million in the three months of fiscal 2026. Foreign Currency Exchange Rate Risks We manufacture and assemble our products globally in the Americas, EMEA and Asia. Approximately 40% of our sales and related expenses are transacted in foreign currencies. Our sales revenue, production costs, profit margins and competitive position are affected by the strength of the currencies in countries where we manufacture or purchase goods relative to the strength of the currencies in countries where our products are sold. Additionally, as we report our financial statements in U.S. dollars, our financial results are affected by the strength of the currencies in countries where we have operations relative to the strength of the U.S. dollar. The principal foreign currencies in which we conduct business are the Euro, Swiss franc, British pound, Polish zloty, Chinese renminbi, Canadian dollar, Brazilian real and Mexican peso. We quantify and monitor our global foreign currency exposures. Our largest foreign currency exposure is from the purchase and conversion of U.S. dollar-based lead costs into local currencies in Europe. Additionally, we have currency exposures from intercompany financing and intercompany and third-party trade transactions. On a selective basis, we enter into foreign currency forward contracts and purchase option contracts to reduce the impact from the volatility of currency movements; however, we cannot be certain that foreign currency fluctuations will not impact our operations in the future. At a point in time, we hedge approximately 5% - 10% of the nominal amount of our known annual foreign exchange transactional exposures. We primarily enter into foreign currency exchange contracts to reduce the earnings and cash flow impact of the variation of non-functional currency denominated receivables and payables. The vast majority of such contracts are for a period not extending beyond one year. Gains and losses resulting from hedging instruments offset the foreign exchange gains or losses on the underlying assets and liabilities being hedged. The maturities of the forward exchange contracts generally coincide with the settlement dates of the related transactions. Realized and unrealized gains and losses on these contracts are recognized in the same period as gains and losses on the hedged items. We also selectively hedge anticipated transactions that are subject to foreign exchange exposure, 39 Table of Contents primarily with foreign currency exchange contracts, which are designated as cash flow hedges in accordance with Topic 815 - Derivatives and Hedging. We also entered into cross-currency fixed interest rate swap agreements, to hedge our net investments in foreign operations against future volatility in the exchange rates between the U.S. dollar and Euro. At July 5, 2026 and June 29, 2025, we estimate that an unfavorable 10% movement in the exchange rates would have adversely changed our hedge valuations by approximately $81.7 million and $80.5 million, respectively.
Read original filing text →From time to time, we are involved in litigation incidental to the conduct of our business. See Litigation and Other Legal Matters in Note 9 - Commitments, Contingencies and Litigation to the Consolidated Condensed Financial Statements, which is incorporated herein by reference.
From time to time, we are involved in litigation incidental to the conduct of our business. See Litigation and Other Legal Matters in Note 9 - Commitments, Contingencies and Litigation to the Consolidated Condensed Financial Statements, which is incorporated herein by reference.
Read original filing text →In addition to the other information set forth in this Form 10-Q and the risk factors set forth below, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our 2026 Annual Report, which could materially affect our business, financial condition…
In addition to the other information set forth in this Form 10-Q and the risk factors set forth below, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our 2026 Annual Report, which could materially affect our business, financial condition or future results. We may experience issues with lithium-ion cells or other components manufactured at our proposed gigafactory, which may harm the production and profitability of our gigafactory investment. Our plan to grow the volume and profitability of our PPS business depends on significant Foreign Entity of Concern compliant lithium-ion battery cell production, including at a proposed gigafactory in South Carolina. If we are unable to commence or otherwise do not maintain and grow our respective operations when opened, if we cannot execute our strategy, or if we are unable to do so cost-effectively or hire and retain highly-skilled personnel there, our ability to manufacture our products profitably would be limited, which may harm our ability to grow the volume and profitability of our PPS business. Additionally, the start-up of operations after such project has been completed is also subject to risk. In order to complete the construction of the proposed gigafactory and achieve our profitability goals, we are relying upon, among other things, federal funding as well as short-term and long-term incentive packages through South Carolina and Greenville County. Our ability to realize and procure these benefits is subject to a variety of market, operational, regulatory and labor-related factors. Any failure to complete these projects, or any delays or failure to achieve the anticipated results from the implementation of this project, could have a material adverse effect on our business, financial condition, results of operations and liquidity. Our $150 million funding from the U.S. Department of Energy ("DOE") is subject to review and will be subject to negotiation of specific terms and contingent on our compliance with the requirements negotiated with the DOE. In January 2025, we entered into an agreement with the DOE's Office of Manufacturing and Energy Supply Chains for a $199 million award to support the construction of a new lithium-ion cell production facility in Greenville, South Carolina. With the revised scope and reduced size of the proposed gigafactory, in July 2026, we received a revised award of $150 million from the DOE. This funding additionally remains subject to certain compliance obligations and other terms and conditions. 41 Table of Contents
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